Item 7A. Quantitative and Qualitative Disclosures About Market Risk
ITEM 7A. QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are subject to financial market risks,
including changes in interest rates. Interest rate sensitivity refers to the change in our earnings that may result from changes in the
level of interest rates. Because we fund a portion of our investments with borrowings, our net investment income will be affected by
the difference between the rate at which we invest and the rate at which we borrow. As a result, there can be no assurance that a significant
change in market interest rates will not have a material adverse effect on our net investment income.
Assuming that the consolidated statement of
assets and liabilities as of December 31, 2022 were to remain constant and that we took no actions to alter our existing interest rate
sensitivity, the following table shows the annualized impact ($ in millions) of hypothetical base rate changes in interest rate (considering
interest rate floors for floating rate instruments).
Change in Interest Rates
Increase (Decrease) in Interest Income
Increase (Decrease) in Interest Expense
Net Increase (Decrease) in Net Investment Income
Down 200 basis points
$ (23.2 )
$ (11.5 )
$ (11.7 )
Down 100 basis points
$ (11.6 )
$ (5.8 )
$ (5.8 )
Up 100 basis points
$ 11.6
$ 5.8
$ 5.8
Up 200 basis points
$ 23.2
$ 11.5
$ 11.7
The data in the table is based on the Company’s
current statement of assets and liabilities.
We may hedge against interest rate fluctuations
by using standard hedging instruments such as futures, options and forward contracts subject to the requirements of the 1940 Act. While
hedging activities may insulate us against adverse changes in interest rates, they may also limit our ability to participate in benefits
of lower interest rates with respect to our portfolio of investments with fixed interest rates.
64
ITEM 8. CONSOLIDATED
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Index to Consolidated Financial Statements
Page
Report of Independent Registered Public Accounting Firm (PCAOB ID 238 ) F-2
Consolidated Statements of Assets and Liabilities as of December 31, 2022 and 2021 F-3
Consolidated Statements of Operations for the years ended December 31, 2022 and 2021 F-4
Consolidated Statements of Changes in Net Assets for the years ended December 31, 2022 and 2021 F-5
Consolidated Statement of Cash Flows for the years
ended December 31, 2022 and 2021 F-6
Consolidated Schedules of Investments as of December 31, 2022 and 2021 F-7
Notes to Consolidated Financial Statements F-15
F- 1
Report of Independent Registered Public Accounting
Firm
To the Board of Directors and Shareholders of Kayne Anderson BDC, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated statements of assets
and liabilities, including the consolidated schedules of investments, of Kayne Anderson BDC Inc. (the “Company”) as of December
31, 2022, and December 31, 2021, and the related consolidated statements of operations, changes in net assets and cash flows for each
of the two years in the period ended December 31, 2022, including the related notes (collectively referred to as the “consolidated
financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial
position of the Company as of December 31, 2022, and December 31, 2021, and the results of its operations, changes in its net assets and
its cash flows for each of the two years in the period ended December 31, 2022, in conformity with accounting principles generally accepted
in the United States of America.
Basis for Opinion
These consolidated financial statements are the responsibility of the
Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based
on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and
are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules
and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits of these consolidated financial statements
in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance
about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.
Our audits included performing procedures to assess the risks of material
misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those
risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial
statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as
evaluating the overall presentation of the consolidated financial statements. Our procedures included confirmation of securities owned
as of December 31, 2022, and December 31, 2021, by correspondence with the custodian. We believe that our audits provide a reasonable
basis for our opinion.
/s/ PricewaterhouseCoopers LLP
Los Angeles, California
March 10, 2023
We have served as the auditor of one or more investment companies in
Kayne Anderson Funds Family since 2004.
F- 2
Kayne
Anderson BDC, Inc.
Consolidated
Statements of Assets and Liabilities
(amounts
in 000’s, except share and per share amounts)
December 31, 2022
December 31, 2021
Assets:
Investments, at fair value:
Long-term investments (amortized cost of $ 1,147,788 and $ 566,616 )
$ 1,165,119
$ 578,445
Short-term investments (amortized cost of $ 9,847 and $ 3,674 )
9,847
3,674
Cash and cash equivalents
8,526
2,035
Deferred offering costs
-
29
Receivable for principal payments on investments
111
-
Interest receivable
10,444
2,133
Prepaid expenses and other assets
347
148
Total
Assets
$ 1,194,394
$ 586,464
Liabilities:
Corporate Credit Facility (Note 6)
$ 269,000
$ -
Unamortized Corporate Credit Facility issuance costs
( 2,517 )
-
Loan and Security Agreement (Note 6)
-
162,000
Unamortized Loan and Security Agreement issuance costs
-
( 247 )
Revolving Funding Facility (Note 6)
200,000
-
Unamortized Revolving Funding Facility issuance costs
( 2,827 )
-
Subscription Credit Agreement (Note 6)
108,000
105,000
Unamortized Subscription Credit Facility issuance costs
( 65 )
( 425 )
Accrued organizational and offering costs
-
6
Payable for investments purchased
956
-
Distributions payable
15,428
4,615
Management fee payable
2,415
952
Incentive fee payable
4,762
65
Accrued expenses and other liabilities
7,201
2,529
Total
Liabilities
$ 602,353
$ 274,495
Commitments and contingencies (Note 8)
Net Assets:
Common Shares, $ 0.001 par value; 100,000,000 shares authorized; 35,879,291 and 19,227,902 as of December 31, 2022 and December 31, 2021, respectively, issued and outstanding
$ 36
$ 19
Additional paid-in capital
574,540
300,726
Total distributable earnings (deficit)
17,465
11,224
Total
Net Assets
$ 592,041
$ 311,969
Total Liabilities and Net Assets
$ 1,194,394
$ 586,464
Net Asset Value Per
Common Share
$ 16.50
$ 16.22
See
accompanying notes to consolidated financial statements.
F- 3
Kayne
Anderson BDC, Inc.
Consolidated
Statements of Operations
(amounts
in 000’s, except share and per share amounts)
For the years ended
December 31,
2022
2021
Income:
Investment income from investments:
Interest income
$
74,829
$
18,755
Total Investment Income
74,829
18,755
Expenses:
Management fees
7,147
2,095
Incentive fees
4,698
65
Interest expense
20,292
4,455
Professional fees
645
597
Directors fees
460
307
Offering costs
29
257
Initial organization costs
-
175
Other general and administrative expenses
1,379
677
Total Expenses
34,650
8,628
Net Investment Income (Loss)
40,179
10,127
Realized and unrealized gains (losses) on investments
Net realized gains (losses):
Investments
84
332
Total net realized gains (losses)
84
332
Net change in unrealized gains (losses):
Investments
5,502
11,829
Total net change in unrealized gains (losses)
5,502
11,829
Total realized and unrealized gains (losses)
5,586
12,161
Net Increase (Decrease) in Net Assets Resulting from Operations
$
45,765
$
22,288
Per Common Share Data:
Basic and diluted net investment income per common share
$
1.48
$
0.94
Basic and diluted net increase in net assets resulting from operations
$
1.68
$
2.08
Weighted Average Common Shares Outstanding - Basic and Diluted
27,184,302
10,718,083
See accompanying notes to consolidated
financial statements.
F- 4
Kayne
Anderson BDC, Inc.
Consolidated
Statements of Changes in Net Assets
(amounts
in 000’s)
For the years ended
December 31,
2022
2021
Increase (Decrease) in Net Assets Resulting from Operations:
Net investment income (loss)
$ 40,179
$ 10,127
Net realized gains (losses) on investments
84
332
Net change in unrealized gains (losses) on investments
5,502
11,829
Net Increase (Decrease) in Net Assets Resulting from Operations
45,765
22,288
Decrease in Net Assets Resulting from Stockholder Distributions
Dividends and distributions to stockholders
( 39,553 )
( 10,514 )
Net Decrease in Net Assets Resulting from Stockholder Distributions
( 39,553 )
( 10,514 )
Increase in Net Assets Resulting from Capital Share Transactions
Issuance of common shares
268,218
299,501
Reinvestment of distributions
5,642
1,492
Net Increase in Net Assets Resulting from Capital Share Transactions
273,860
300,993
Total Increase (Decrease) in Net Assets
280,072
312,767
Net Assets, Beginning of Period
311,969
( 798 )
Net Assets, End of Period
$ 592,041
$ 311,969
See accompanying notes to consolidated financial statements.
F- 5
Kayne
Anderson BDC, Inc.
Consolidated
Statements of Cash Flows
(amounts
in 000’s)
For the years ended
December 31,
2022
2021
Cash Flows from Operating Activities:
Net increase (decrease) in net assets resulting from operations
$ 45,765
$ 22,288
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash used in operating activities:
Net realized (gains)/losses on investments
( 84 )
( 332 )
Net change in unrealized (gains)/losses on investments
( 5,502 )
( 11,829 )
Net accretion of discount on investments
( 4,819 )
( 1,175 )
Purchases of short-term investments, net
( 6,173 )
( 3,674 )
Purchases of portfolio investments
( 718,236 )
( 647,460 )
Proceeds from sales of investments and principal repayments
142,118
82,524
Paid-in-kind interest from portfolio investments
( 151 )
( 173 )
Amortization of deferred financing cost
2,122
260
Increase/(decrease) in operating assets and liabilities:
(Increase)/decrease in interest and dividends receivable
( 8,311 )
( 2,133 )
(Increase)/decrease in deferred offering costs
29
202
(Increase)/decrease in receivable for principal payments on investments
( 111 )
-
(Increase)/decrease in prepaid expenses and other assets
( 199 )
29
Increase/(decrease) in payable for investments purchased
956
-
Increase/(decrease) in management fees payable
1,463
952
Increase/(decrease) in incentive fee payable
4,697
65
Increase/(decrease) in payable to affiliate
-
( 1,075 )
Increase/(decrease) in accrued organizational and offering costs, net
( 6 )
( 135 )
Increase/(decrease) in accrued other general and administrative expenses
4,672
2,529
Net cash used in operating activities
( 541,770 )
( 559,137 )
Cash Flows from Financing Activities:
Borrowings on Corporate Credit Facility, net
269,000
-
Borrowings on Revolving Funding Facility, net
200,000
-
(Payments)/Borrowings on Loan and Security Agreement, net
( 162,000 )
162,000
(Payments)/Borrowings on Subscription and Credit Agreement, net
3,000
105,000
Payments of debt issuance costs
( 6,859 )
( 932 )
Distributions paid in cash
( 23,098 )
( 4,407 )
Proceeds from issuance of common shares
268,218
299,501
Net cash provided by financing activities
548,261
561,162
Net increase in cash and cash equivalents
6,491
2,025
Cash and cash equivalents, beginning of period
2,035
10
Cash and cash equivalents, end of period
$ 8,526
$ 2,035
Supplemental and Non-Cash Information:
Interest paid during the period
$ 14,211
$ 2,346
Non-cash financing activities not included herein consisted of reinvestment of dividends
$ 5,642
$ 1,492
See accompanying notes to consolidated financial statements.
F- 6
Kayne Anderson BDC, Inc.
Consolidated Schedule of Investments
As of December 31, 2022
(amounts in 000’s)
Maturity
Principal
/
Amortized
Fair
Percentage
Portfolio
Company (1)
Investment
Interest
Rate
Date
Par
Cost (2)(3)
Value
of Net Assets
Debt
and Equity Investments
Private
Credit Investments (4)
Aerospace
& defense
Basel
U.S. Acquisition Co., Inc. (IAC) (5)
First
lien senior secured revolving loan
11.10 % (S + 6.50 %)
12/5/2028
$
-
$
-
$
-
0.0
%
First
lien senior secured loan
11.10 % (S + 6.50 %)
12/5/2028
18,681
18,180
18,681
3.1
%
Fastener
Distribution Holdings, LLC
First
lien senior secured delayed draw loan
11.73 % (S + 7.00 %)
4/1/2024
2,362
2,293
2,362
0.4
%
First
lien senior secured loan
11.73 % (S + 7.00 %)
4/1/2024
20,701
20,347
20,701
3.5
%
Precinmac
(US) Holdings, Inc.
First
lien senior secured delayed draw loan
10.42 % (S + 6.00 %)
8/31/2027
1,113
1,094
1,096
0.2
%
First
lien senior secured loan
10.42 % (S + 6.00 %)
8/31/2027
5,408
5,315
5,326
0.9
%
48,265
47,229
48,166
8.1
%
Asset
management & custody banks
Atria
Wealth Solutions, Inc.
First
lien senior secured delayed draw loan
10.84 % (S + 6.00 %)
2/29/2024
232
202
228
0.0
%
First
lien senior secured loan
10.84 % (S + 6.00 %)
2/29/2024
5,139
5,101
5,036
0.9
%
5,371
5,303
5,264
0.9
%
Auto
components
Speedstar
Holding LLC
First
lien senior secured loan
11.73 % (L + 7.00 %)
1/22/2027
4,908
4,828
4,908
0.8
%
Vehicle
Accessories, Inc.
First
lien senior secured revolving loan
12.00 % (P + 4.50 %)
11/30/2026
-
-
-
0.0
%
First
lien senior secured loan
10.34 % (S + 5.50 %)
11/30/2026
21,225
20,898
21,066
3.6
%
26,133
25,726
25,974
4.4
%
Biotechnology
Alcami
Corporation (Alcami)
First
lien senior secured delayed draw loan
11.42 % (S + 7.00 %)
6/30/2024
-
-
-
0.0
%
First
lien senior secured revolving loan
11.42 % (S + 7.00 %)
12/21/2028
-
-
-
0.0
%
First
lien senior secured loan
11.42 % (S + 7.00 %)
12/21/2028
11,735
11,237
11,618
2.0
%
11,735
11,237
11,618
2.0
%
Building
products
BCI
Burke Holding Corp.
First
lien senior secured delayed draw loan
9.70 % (L + 5.50 %)
12/14/2023
639
615
642
0.1
%
First
lien senior secured loan
10.23 % (L + 5.50 %)
12/14/2027
16,489
16,256
16,572
2.8
%
First
lien senior secured revolving loan
10.23 % (L + 5.50 %)
6/14/2027
-
-
-
0.0
%
Eastern
Wholesale Fence
First
lien senior secured revolving loan
11.73 % (L + 7.00 %)
10/30/2025
1,275
1,252
1,275
0.2
%
First
lien senior secured loan
11.73 % (L + 7.00 %)
10/30/2025
21,239
20,778
21,239
3.6
%
39,642
38,901
39,728
6.7
%
Chemicals
Cyalume
Technologies Holdings, Inc.
First
lien senior secured loan
9.73 % (L + 5.00 %)
8/30/2024
1,274
1,266
1,274
0.2
%
Fralock
Buyer LLC
First
lien senior secured revolving loan
10.23 % (L + 5.50 %)
4/17/2024
-
-
-
0.0
%
First
lien senior secured loan
10.23 % (L + 5.50 %)
4/17/2024
11,679
11,560
11,621
2.0
%
Schrieve
Chemical Company, LLC
First
lien senior secured loan
10.33 % (L + 6.00 %)
12/2/2024
609
597
609
0.1
%
USALCO,
LLC
First
lien senior secured revolving loan
10.38 % (L + 6.00 %)
10/19/2026
1,081
1,042
1,070
0.2
%
First
lien senior secured loan
10.73 % (L + 6.00 %)
10/19/2027
19,181
18,792
18,989
3.2
%
33,824
33,257
33,563
5.7
%
Commercial
services & supplies
Advanced
Environmental Monitoring (6)
First
lien senior secured loan
11.68 % (S + 7.00 %)
1/29/2026
10,158
9,918
10,158
1.7
%
Allentown,
LLC
First
lien senior secured delayed draw loan
10.42 % (S + 6.00 %)
10/22/2023
-
-
-
0.0
%
First
lien senior secured revolving loan
12.50 % (P + 5.00 %)
4/22/2027
357
348
347
0.1
%
First
lien senior secured loan
10.42 % (S + 6.00 %)
4/22/2027
7,663
7,588
7,452
1.3
%
American
Equipment Holdings LLC
First
lien senior secured delayed draw loan
10.88 % (S + 6.00 %)
11/5/2026
6,303
6,202
6,303
1.1
%
First
lien senior secured revolving loan
10.45 % (S + 6.00 %)
11/5/2026
1,610
1,559
1,610
0.3
%
First
lien senior secured delayed draw loan
9.33 % (S + 6.00 %)
11/5/2026
3,670
3,594
3,670
0.6
%
First
lien senior secured loan
10.51 % (S + 6.00 %)
11/5/2026
2,107
2,072
2,107
0.3
%
First
lien senior secured loan
10.88 % (S + 6.00 %)
11/5/2026
18,142
17,853
18,142
3.1
%
Arborworks
Acquisition LLC
First
lien senior secured revolving loan
11.41 % (L + 7.00 %)
11/9/2026
3,125
3,053
2,750
0.5
%
First
lien senior secured loan
11.56 % (L + 7.00 %)
11/9/2026
19,855
19,533
17,473
2.9
%
BLP
Buyer, Inc. (Bishop Lifting Products)
First
lien senior secured revolving loan
10.67 % (S + 6.25 %)
2/1/2027
604
577
596
0.1
%
First
lien senior secured loan
10.21 % (S + 6.50 %)
2/1/2027
6,176
6,027
6,099
1.0
%
First
lien senior secured loan
10.49 % (S + 6.25 %)
2/1/2027
16,372
16,097
16,168
2.7
%
Gusmer
Enterprises, Inc.
First
lien senior secured delayed draw loan
11.44 % (S + 7.00 %)
5/7/2027
8,032
7,891
8,032
1.4
%
First
lien senior secured revolving loan
11.43 % (S + 7.00 %)
5/7/2027
-
-
-
0.0
%
First
lien senior secured loan
11.43 % (S + 7.00 %)
5/7/2027
4,795
4,647
4,795
0.8
%
PMFC
Holding, LLC
First
lien senior secured delayed draw loan
10.88 % (L + 6.50 %)
7/31/2023
2,818
2,811
2,818
0.5
%
First lien senior secured loan
10.88 % (L + 6.50 %)
7/31/2023
5,619
5,604
5,619
0.9
%
First
lien senior secured revolving loan
11.18 % (L + 6.50 %)
7/31/2023
342
342
342
0.1
%
Regiment
Security Partners LLC
First
lien senior secured delayed draw loan
12.66 % (S + 8.00 %)
9/15/2023
2,635
2,593
2,635
0.4
%
First
lien senior secured loan
12.66 % (S + 8.00 %)
9/15/2026
6,461
6,358
6,461
1.1
%
First
lien senior secured revolving loan
12.66 % (S + 8.00 %)
9/15/2026
1,345
1,320
1,345
0.2
%
The
Kleinfelder Group, Inc.
First
lien senior secured loan
9.98 % (L + 5.25 %)
11/30/2024
12,760
12,678
12,697
2.1
%
140,949
138,665
137,619
23.2
%
See accompanying notes to consolidated financial statements.
F- 7
Kayne Anderson BDC, Inc.
Consolidated Schedule of Investments
As of December 31, 2022
(amounts in 000’s)
Maturity
Principal
/
Amortized
Fair
Percentage
Portfolio
Company (1)
Investment
Interest
Rate
Date
Par
Cost (2)(3)
Value
of Net Assets
Containers
& packaging
Drew
Foam Companies, Inc.
First lien senior secured
loan
11.48 % (S + 6.75 %)
11/5/2025
7,375
7,288
7,375
1.2
%
First lien senior secured
loan
10.89 % (S + 6.75 %)
11/5/2025
20,964
20,564
20,964
3.6
%
FCA,
LLC (FCA Packaging)
First lien senior secured
revolving loan
9.46 % (S + 6.50 %)
7/18/2028
-
-
-
0.0
%
First lien senior secured
loan
9.46 % (S + 6.50 %)
7/18/2028
23,382
23,004
23,616
4.0
%
51,721
50,856
51,955
8.8
%
Diversified
telecommunication services
Network
Connex (f/k/a NTI Connect, LLC)
First lien senior secured
loan
9.48 % (S + 4.75 %)
11/30/2024
5,249
5,187
5,249
0.9
%
Pavion
Corp., f/k/a Corbett Technology Solutions, Inc.
First lien senior secured
revolving loan
9.14 % (S + 5.00 %)
10/29/2027
572
442
563
0.1
%
First lien senior secured
delayed draw loan
9.66 % (S + 5.00 %)
10/29/2027
9,434
9,354
9,293
1.6
%
First lien senior secured
loan
9.58 % (S + 5.00 %)
10/29/2027
1,742
1,727
1,716
0.3
%
First lien senior secured
loan
9.24 % (S + 5.00 %)
10/29/2027
13,429
13,188
13,227
2.2
%
30,426
29,898
30,048
5.1
%
Electronic
equipment, instruments & components
Process
Insights, Inc.
First lien senior secured
loan
10.49 % (S + 6.00 %)
10/30/2025
3,044
2,993
3,021
0.5
%
3,044
2,993
3,021
0.5
%
Food
products
BC
CS 2, L.P. (Cuisine Solutions) (5)
First lien senior secured
loan
12.18 % (S + 8.00 %)
7/8/2028
25,000
24,283
25,000
4.2
%
BR
PJK Produce, LLC (Keany)
First lien senior secured
loan
10.47 % (S + 6.25 %)
11/14/2027
29,863
29,095
29,863
5.0
%
First lien senior secured
delayed draw loan
10.47 % (S + 6.25 %)
5/14/2024
-
-
-
0.0
%
Gulf
Pacific Holdings, LLC
First lien senior secured
delayed draw loan
10.73 % (S + 6.00 %)
9/30/2024
-
-
-
0.0
%
First lien senior secured
revolving loan
10.42 % (S + 6.00 %)
9/30/2028
1,498
1,384
1,498
0.3
%
First lien senior secured
loan
10.73 % (S + 6.00 %)
9/30/2028
20,384
19,905
20,384
3.5
%
IF&P
Foods, LLC (FreshEdge) (6)
First lien senior secured
delayed draw loan
8.91 % (S + 5.25 %)
10/3/2024
-
-
-
0.0
%
First lien senior secured
revolving loan
8.91 % (S + 5.25 %)
10/3/2028
1,366
1,187
1,366
0.2
%
First lien senior secured
loan
8.91 % (S + 5.25 %)
10/3/2028
27,520
26,853
27,520
4.7
%
Siegel
Egg Co., LLC
First lien senior secured
revolving loan
9.25 % (L + 5.50 %)
12/29/2026
1,923
1,873
1,913
0.3
%
First lien senior secured
loan
9.25 % (L + 5.50 %)
12/29/2026
15,624
15,383
15,546
2.6
%
123,178
119,963
123,090
20.8
%
Health
care providers & services
Brightview,
LLC
First lien senior secured
delayed draw loan
10.14 % (L + 5.75 %)
12/14/2026
1,736
1,714
1,719
0.3
%
First lien senior secured
revolving loan
10.13 % (L + 5.75 %)
12/14/2026
-
-
-
0.0
%
First lien senior secured
loan
10.13 % (L + 5.75 %)
12/14/2026
13,002
12,923
12,872
2.2
%
Guardian
Dentistry Partners
First lien senior secured
delayed draw loan
10.94 % (S + 6.50 %)
8/20/2026
21,708
21,402
21,708
3.7
%
First lien senior secured
loan
10.94 % (S + 6.50 %)
8/20/2026
8,139
7,961
8,139
1.4
%
Light
Wave Dental Management LLC
First lien senior secured
delayed draw loan
11.32 % (S + 6.50 %)
12/31/2023
9,559
9,437
9,559
1.6
%
First lien senior secured
loan (7)
30.00 %
9/30/2023
6,254
6,254
6,254
1.0
%
First lien senior secured
revolving loan
11.32 % (S + 6.50 %)
12/31/2023
558
555
558
0.1
%
First lien senior secured
loan
11.32 % (S + 6.50 %)
12/31/2023
12,941
12,851
12,941
2.1
%
OMH-HealthEdge
Holdings, LLC
First lien senior secured
loan
10.03 % (L + 5.25 %)
10/24/2025
17,572
17,271
17,572
3.0
%
SGA
Dental Partners Holdings, LLC
First lien senior secured
delayed draw loan
9.93 % (S + 6.00 %)
12/30/2026
11,136
10,941
11,136
1.9
%
First lien senior secured
loan
9.93 % (S + 6.00 %)
12/30/2026
11,948
11,725
11,948
2.0
%
First lien senior secured
revolving loan
9.93 % (S + 6.00 %)
12/30/2026
-
-
-
0.0
%
114,553
113,034
114,406
19.3
%
See accompanying notes to consolidated financial statements.
F- 8
Kayne Anderson BDC, Inc.
Consolidated Schedule of Investments
As of December 31, 2022
(amounts in 000’s)
Maturity
Principal
/
Amortized
Fair
Percentage
Portfolio
Company (1)
Investment
Interest
Rate
Date
Par
Cost (2)(3)
Value
of Net Assets
Healthcare
equipment & supplies
LSL
Industries, LLC (LSL Healthcare)
First lien senior secured
delayed draw loan
10.90 % (S + 6.50 %)
11/3/2024
-
-
-
0.0
%
First lien senior secured
revolving loan
10.90 % (S + 6.50 %)
11/3/2027
-
-
-
0.0
%
First lien senior secured
loan
10.90 % (S + 6.50 %)
11/3/2027
19,727
19,001
19,727
3.3
%
19,727
19,001
19,727
3.3
%
Household
durables
Curio
Brands, LLC
First lien senior secured
delayed draw loan
10.23 % (L + 5.50 %)
12/21/2027
3,296
3,296
3,230
0.5
%
First lien senior secured
revolving loan
10.23 % (L + 5.50 %)
12/21/2027
-
-
-
0.0
%
First lien senior secured
loan
10.23 % (L + 5.50 %)
12/21/2027
18,009
17,596
17,648
3.0
%
21,305
20,892
20,878
3.5
%
Household
products
Home
Brands Group Holdings, Inc. (ReBath)
First lien senior secured
revolving loan
9.16 % (L + 4.75 %)
11/8/2026
-
-
-
0.0
%
First lien senior secured
loan
9.16 % (L + 4.75 %)
11/8/2026
19,046
18,706
18,951
3.2
%
19,046
18,706
18,951
3.2
%
Insurance
Allcat
Claims Service, LLC
First lien senior secured
delayed draw loan
10.24 % (S + 6.00 %)
7/7/2027
5,396
5,127
5,396
0.9
%
First lien senior secured
revolving loan
10.33 % (S + 6.00 %)
7/7/2027
1,651
1,591
1,651
0.3
%
First lien senior secured
loan
10.41 % (S + 6.00 %)
7/7/2027
7,795
7,641
7,795
1.3
%
14,842
14,359
14,842
2.5
%
IT
services
Domain
Information Services Inc. (Integris)
First lien senior secured
loan
10.63 % (S + 6.25 %)
9/30/2025
20,632
20,133
20,632
3.5
%
Improving
Acquisition LLC
First lien senior secured
revolving loan
10.24 % (S + 6.00 %)
7/26/2027
-
-
-
0.0
%
First lien senior secured
loan
10.24 % (S + 6.00 %)
7/26/2027
24,260
23,754
24,260
4.1
%
44,892
43,887
44,892
7.6
%
Leisure
products
MacNeill
Pride Group
First lien senior secured
delayed draw loan
11.09 % (S + 6.25 %)
4/22/2026
4,119
4,061
4,017
0.7
%
First lien senior secured
loan
11.09 % (S + 6.25 %)
4/22/2026
8,619
8,533
8,403
1.4
%
First lien senior secured
revolving loan
11.09 % (S + 6.25 %)
4/22/2026
899
874
877
0.1
%
Trademark
Global LLC
First lien senior secured
revolving loan
11.88 % (L + 7.50%), 4.50% is PIK
7/30/2024
2,760
2,744
2,574
0.4
%
First lien senior secured
revolving loan
11.88 % (L + 7.50%), 4.50% is PIK
7/30/2024
29
21
27
0.1
%
First lien senior secured
loan
11.88 % (L + 7.50%), 4.50% is PIK
7/30/2024
11,516
11,451
10,739
1.8
%
27,942
27,684
26,637
4.5
%
Machinery
Pennsylvania
Machine Works, LLC
First lien senior secured
loan
11.09 % (S + 6.25 %)
3/6/2027
2,009
1,991
2,009
0.3
%
PVI
Holdings, Inc
First lien senior secured
loan
10.12 % (S + 6.38 %)
7/18/2027
24,124
23,763
24,124
4.1
%
26,133
25,754
26,133
4.4
%
Personal
products
DRS
Holdings III, Inc. (Dr. Scholl’s)
First lien senior secured
revolving loan
10.48 % (L + 5.75 %)
11/1/2025
-
-
-
0.0
%
First lien senior secured
loan
10.48 % (L + 5.75 %)
11/1/2025
11,377
11,295
11,149
1.9
%
PH
Beauty Holdings III, Inc.
First lien senior secured
loan
9.73 % (L + 5.00 %)
9/28/2025
9,542
9,277
9,113
1.5
%
20,919
20,572
20,262
3.4
%
Pharmaceuticals
Foundation
Consumer Brands
First lien senior secured
revolving loan
10.15 % (L + 5.50 %)
2/12/2027
-
-
-
0.0
%
First lien senior secured
loan
10.15 % (L + 5.50 %)
2/12/2027
7,331
7,276
7,331
1.2
%
7,331
7,276
7,331
1.2
%
See accompanying notes to consolidated financial statements.
F- 9
Kayne Anderson BDC, Inc.
Consolidated Schedule of Investments
As of December 31, 2022
(amounts in 000’s)
Maturity
Principal
/
Amortized
Fair
Percentage
Portfolio
Company (1)
Investment
Interest
Rate
Date
Par
Cost (2)(3)
Value
of Net Assets
Professional
services
4
Over International, LLC
First
lien senior secured loan
10.73 % (L + 6.00 %)
12/7/2023
24,326
24,013
24,205
4.1
%
DISA
Holdings Corp. (DISA)
First
lien senior secured delayed draw loan
9.73 % (S + 5.50 %)
9/9/2028
2,443
2,283
2,430
0.4
%
First
lien senior secured revolving loan
9.82 % (S + 5.50 %)
9/9/2028
56
1
56
0.0
%
First
lien senior secured loan
9.72 % (S + 5.50 %)
9/9/2028
22,401
21,741
22,289
3.8
%
Universal
Marine Medical Supply International, LLC (Unimed)
First
lien senior secured revolving loan
12.14 % (S + 7.50 %)
12/5/2027
509
446
509
0.1
%
First
lien senior secured loan
12.10 % (S + 7.50 %)
12/5/2027
14,756
14,395
14,756
2.5
%
64,491
62,879
64,245
10.9
%
Software
AIDC
Intermediate Co 2, LLC (Peak Technologies)
First
lien senior secured loan
10.44 % (S + 6.25 %)
7/22/2027
35,000
33,835
35,000
5.9
%
35,000
33,835
35,000
5.9
%
Specialty
retail
Sundance
Holdings Group, LLC (6)
First
lien senior secured loan
10.73 % (L + 6.00 %)
5/1/2024
8,743
8,548
8,656
1.5
%
8,743
8,548
8,656
1.5
%
Textiles,
apparel & luxury goods
American
Soccer Company, Incorporated (SCORE)
First
lien senior secured revolving loan
11.91 % (S + 7.25 %)
7/20/2027
1,892
1,795
1,892
0.3
%
First
lien senior secured loan
11.98 % (S + 7.25 %)
7/20/2027
30,119
29,478
30,119
5.1
%
BEL
USA, LLC
First
lien senior secured loan
10.43 % (S + 6.00 %)
2/2/2025
7,006
6,937
6,936
1.2
%
YS
Garments, LLC
First
lien senior secured loan
9.51 % (L + 5.50 %)
8/9/2024
7,706
7,608
7,706
1.3
%
46,723
45,818
46,653
7.9
%
Trading
companies & distributors
BCDI
Meteor Acquisition, LLC (Meteor)
First
lien senior secured loan
11.66 % (S + 7.00 %)
6/29/2028
16,420
16,010
16,420
2.8
%
Broder
Bros., Co.
First
lien senior secured loan
10.73 % (L + 6.00 %)
12/4/2025
4,763
4,456
4,763
0.8
%
CGI
Automated Manufacturing, LLC
First
lien senior secured delayed draw loan
11.34 % (S + 6.50 %)
12/17/2026
3,710
3,566
3,710
0.6
%
First
lien senior secured loan
11.34 % (S + 6.50 %)
12/17/2026
27,896
26,809
27,896
4.7
%
First
lien senior secured revolving loan
11.34 % (S + 6.50 %)
12/17/2026
-
-
-
0.0
%
EIS
Legacy, LLC
First
lien senior secured delayed draw loan
9.73 % (L + 5.00 %)
5/1/2023
-
-
-
0.0
%
First
lien senior secured revolving loan
9.73 % (L + 5.00 %)
11/1/2027
-
-
-
0.0
%
First
lien senior secured loan
9.73 % (L + 5.00 %)
11/1/2027
18,277
17,885
18,140
3.1
%
Genuine
Cable Group, LLC
First
lien senior secured loan
10.17 % (S + 5.75 %)
11/1/2026
34,912
33,732
34,476
5.8
%
I.D.
Images Acquisition, LLC
First
lien senior secured loan
10.98 % (S + 6.25 %)
7/30/2026
15,415
15,236
15,415
2.6
%
First
lien senior secured loan
10.67 % (S + 6.25 %)
7/30/2026
4,743
4,651
4,743
0.8
%
First
lien senior secured delayed draw loan
10.98 % (S + 6.25 %)
7/30/2026
2,608
2,587
2,608
0.4
%
First
lien senior secured revolving loan
10.67 % (S + 6.25 %)
7/30/2026
596
567
596
0.1
%
Refrigeration
Sales Corp.
First
lien senior secured loan
11.26 % (L + 6.50 %)
6/22/2026
6,876
6,789
6,876
1.2
%
United
Safety & Survivability Corporation (USSC)
First
lien senior secured delayed draw loan
11.41 % (S + 6.75 %)
9/30/2027
670
628
670
0.1
%
First
lien senior secured revolving loan
10.88 % (S + 6.25 %)
9/30/2027
1,075
1,051
1,075
0.2
%
First
lien senior secured loan
11.48 % (S + 6.75 %)
9/30/2027
12,563
12,332
12,563
2.1
%
150,524
146,299
149,951
25.3
%
Wireless
telecommunication services
Centerline
Communications, LLC
First
lien senior secured loan
9.93 % (S + 5.50 %)
8/10/2027
1,031
1,000
1,026
0.2
%
First
lien senior secured delayed draw loan
10.06 % (S + 5.50 %)
8/10/2027
7,116
6,999
7,080
1.2
%
First
lien senior secured delayed draw loan
9.93 % (S + 5.50 %)
8/10/2027
6,265
6,148
6,233
1.1
%
First
lien senior secured revolving loan
10.06 % (S + 5.50 %)
8/10/2027
-
-
-
0.0
%
First
lien senior secured loan
10.06 % (S + 5.50 %)
8/10/2027
15,098
14,819
15,022
2.5
%
29,510
28,966
29,361
5.0
%
Total
Private Credit Debt Investments
1,165,969
1,141,538
1,157,971
195.6
%
See accompanying notes to consolidated financial statements.
F- 10
Kayne
Anderson BDC, Inc.
Consolidated
Schedule of Investments
As
of December 31, 2022
(amounts
in 000’s)
Number of
Fair
Percentage
Units
Cost
Value
of Net Assets
Equity Investments
Auto components
Vehicle Accessories, Inc. - Class
A common (8)
128.250
-
80
0.0
%
Vehicle Accessories, Inc. - preferred (8)
250.000
250
268
0.1
%
378.250
250
348
0.1
%
Commercial services & supplies
American Equipment Holdings LLC (9)
250.000
250
248
0.0
%
BLP Buyer, Inc. (Bishop Lifting Products) - Class A
common (10)
500.000
500
560
0.1
%
750.000
750
808
0.1
%
Food products
BC CS 2, L.P. (Cuisine Solutions) (5)
2,000.000
2,000
2,220
0.4
%
IF&P Foods, LLC (FreshEdge) – Class A common
(9)
0.750
750
745
0.1
%
IF&P Foods, LLC (FreshEdge)
– Class B common (9)
0.750
-
-
0.0
%
Gulf Pacific Holdings, LLC - Class A common (9)
0.250
250
278
0.0
%
Gulf Pacific Holdings, LLC - Class C common (9)
0.250
-
-
0.0
%
Siegel Parent, LLC (11)
0.250
250
496
0.1
%
2,002.250
3,250
3,739
0.6
%
Healthcare equipment & supplies
LSL Industries, LLC (LSL Healthcare) (9)
7.500
750
745
0.1
%
7.500
750
745
0.1
%
IT services
Domain Information Services Inc. (Integris)
250.000
250
250
0.0
%
250.000
250
250
0.0
%
Textiles, apparel & luxury goods
American Soccer Company, Incorporated (SCORE) (11)
1,000.000
1,000
1,258
0.2
%
1,000.000
1,000
1,258
0.2
%
Total Private Equity Investments
4,388.000
6,250
7,148
1.1
%
Total Private Investments
1,147,788
1,165,119
196.7
%
Number
of
Fair
Percentage
Shares
Cost
Value
of Net Assets
Short-Term Investments
First
American Treasury Obligations Fund - Institutional Class Z, 4.16% (12)
9,847
9,847
9,847
1.7 %
Total
Short-Term Investments
9,847
9,847
9,847
1.7 %
Total
Investments
$ 1,157,635
$ 1,174,966
198.4 %
Liabilities
in Excess of Other Assets
( 582,925 )
( 98.4 )%
Net
Assets
$ 592,041
100.0 %
(1) As of December 31, 2022, all investments are non-controlled, non-affiliated investments. Non-controlled, non-affiliated investments are defined as investments in which the Company owns less than 5% of the portfolio company’s outstanding voting securities and does not have the power to exercise control over the management or policies of such portfolio company.
(2) The amortized cost represents the original cost adjusted for the amortization of discounts and premiums, as applicable, on debt investments using the effective interest method.
(3) As of December 31, 2022, the tax cost of the Company’s investments approximates their amortized cost.
(4) Loan contains a variable rate structure, that may be subject to an interest rate floor. Variable rate loans bear interest at a rate that may be determined by reference to either the London Interbank Offered Rate (“LIBOR” or “L”) (which can include one-, two-, three- or six-month LIBOR), the Secured Overnight Funding Rate (“SOFR” or “S”) (which can include one-, three- or six-month SOFR), or an alternate base rate (which can include the Federal Funds Effective Rate or the Prime Rate or “P”).
(5) Non-qualifying investment as defined by Section 55(a) of the Investment Company Act of 1940. The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total assets. As of December 31, 2022, 3.8% of the Company’s total assets were in non-qualifying investments.
(6) The Company may be entitled to receive additional interest as a result of an arrangement with other lenders in the syndication. In exchange for the higher interest rate, the “last-out” portion is at a greater risk of loss. Certain lenders represent a “first out” portion of the investment and have priority to the “last-out” portion with respect to payments of principal and interest.
(7) On December 5, 2022, the Company funded a $6,254 first lien senior secured loan in Light Wave Dental Management LLC. The loan has an annual interest rate of 30% with a minimum of 1.3x MOIC (multiple on invested capital) if the loan is repaid prior to June 6, 2023 with further increases above 1.3x thereafter. The interest and the prepayment premium are payable to the Company upon a triggering event or maturity in September 2023.
(8) The Company owns 0.19% of the common equity and 0.43% of the preferred equity of Vehicle Accessories, Inc.
(9) The Company owns 71% of a pass-through, taxable limited liability company, KSCF IV Equity Aggregator Blocker, LLC (the “Aggregator Blocker”), which holds the Company’s equity investments in American Equipment Holdings LLC, Gulf Pacific Holdings, LLC, IF&P Foods, LLC (FreshEdge) and LSL Industries, LLC (LSL Healthcare). Through the Company’s ownership of the Aggregator Blocker, the Company owns the respective units of each company listed above in the Schedule of Investments.
(10) The Company owns 0.53% of the common equity BLP Buyer, Inc. (Bishop Lifting Products).
(11) The Company owns 40% of a pass-through limited liability company, KSCF IV Equity Aggregator, LLC (the “Aggregator”), which holds the Company’s equity investments in Siegel Parent, LLC and American Soccer Company, Incorporated (SCORE). The Aggregator’s ownership of Siegel Parent, LLC is 1.1442%. Through the Company’s ownership of the Aggregator, the Company owns the respective units of each company listed above in the Schedule of Investments.
(12) The indicated rate is the yield as of December 31, 2022.
See accompanying notes to
consolidated financial statements.
F- 11
Kayne Anderson BDC, Inc.
Consolidated
Schedule of Investments
As of December 31, 2021
(amounts in 000’s)
Maturity
Principal
/
Amortized
Fair
Percentage
Portfolio
Company (1)
Investment
Interest
Rate
Date
Par
Cost (2)(3)
Value
of Net Assets
Debt
and Equity Investments
Private
Credit Investments (4)
Automobiles
& components
Speedstar
Holding LLC
First lien senior
secured loan
8.00 % (L + 7.00 %)
1/22/2027
$ 5,005
$ 4,906
$ 5,055
1.6 %
First lien senior secured delayed
draw loan
8.00 % (L + 7.00 %)
1/22/2027
-
-
-
0.0 %
Vehicle
Accessories, Inc.
First lien senior secured loan
6.50 % (L + 5.50 %)
11/30/2026
18,382
18,034
18,382
5.9 %
First
lien senior secured revolving loan
6.50 % (L + 5.50 %)
11/30/2026
-
-
-
0.0 %
23,387
22,940
23,437
7.5 %
Capital
goods
Blade
(US) Holdings, Inc.
First lien senior secured loan
7.00 % (L + 6.00 %)
8/31/2027
4,866
4,763
4,866
1.6 %
First lien senior secured delayed
draw loan
7.00 % (L + 6.00 %)
3/3/2023
-
-
-
0.0 %
Broder
Bros., Co.
First lien senior secured loan
8.00 % (L + 7.00 %)
12/2/2022
5,369
5,044
5,369
1.7 %
CGI Automated
Manufacturing, LLC
First lien senior secured loan
6.50 % (L + 5.50 %)
12/17/2026
18,478
18,020
18,478
5.9 %
First lien senior secured delayed
draw loan
6.50 % (L + 5.50 %)
12/17/2026
-
-
-
0.0 %
First lien senior secured revolving
loan
6.50 % (L + 5.50 %)
12/17/2026
-
-
-
0.0 %
Eastern
Wholesale Fence
First lien senior secured revolving
loan
8.00 % (L + 7.00 %)
10/30/2025
1,035
1,002
1,035
0.3 %
First lien senior secured loan
8.00 % (L + 7.00 %)
10/30/2025
3,317
3,210
3,317
1.1 %
First lien senior secured loan
8.00 % (L + 7.00 %)
10/30/2025
18,384
17,873
18,384
5.9 %
EIS Legacy,
LLC
First lien senior secured loan
6.50 % (L + 5.50 %)
11/1/2027
18,462
17,998
18,462
5.9 %
First lien senior secured delayed
draw loan
6.50 % (L + 5.50 %)
11/1/2027
-
-
-
0.0 %
First lien senior secured revolving
loan
6.50 % (L + 5.50 %)
11/1/2027
-
-
-
0.0 %
Fastener
Distribution Holdings, LLC
First lien senior secured delayed
draw loan
8.00 % (L + 7.00 %)
4/1/2022
2,205
2,194
2,205
0.7 %
First lien senior secured loan
8.00 % (L + 7.00 %)
4/1/2022
1,942
1,939
1,942
0.6 %
I.D. Images
Acquisition, LLC
First lien senior secured delayed
draw loan
7.25 % (L + 6.25 %)
1/30/2023
2,634
2,609
2,634
0.9 %
First lien senior secured revolving
loan
7.25 % (L + 6.25 %)
7/30/2026
450
420
450
0.2 %
First lien senior secured loan
7.25 % (L + 6.25 %)
7/30/2026
15,570
15,353
15,570
5.0 %
Refrigeration
Sales Corp.
First lien senior secured loan
7.50 % (L + 6.50 %)
6/22/2026
6,945
6,835
6,945
2.2 %
United
Safety & Survivability Corporation (USSC)
First lien senior secured loan
7.00 % (L + 6.00 %)
9/30/2027
12,690
12,439
12,690
4.1 %
First lien senior secured revolving
loan
7.00 % (L + 6.00 %)
9/30/2027
402
379
402
0.1 %
First lien senior secured delayed
draw loan
7.00 % (L + 6.00 %)
9/30/2023
-
-
-
0.0 %
112,749
110,078
112,749
36.2 %
Commercial
& professional services
4 Over
International, LLC
First lien senior secured loan
7.50 % (L + 6.50 %)
10/29/2027
24,875
24,249
24,875
8.0 %
Advanced
Environmental Monitoring (5)
First lien senior secured loan
8.00 % (L + 7.00 %)
1/29/2026
7,372
7,159
7,372
2.4 %
American
Equipment Holdings LLC
First lien senior secured delayed
draw loan
7.00 % (L + 6.00 %)
11/3/2026
6,367
6,242
6,367
2.1 %
First lien senior secured revolving
loan
7.00 % (L + 6.00 %)
11/3/2026
425
383
425
0.1 %
First lien senior secured loan
7.00 % (L + 6.00 %)
11/3/2026
16,511
16,188
16,511
5.3 %
Arborworks
Acquisition LLC
First lien senior secured revolving
loan
7.00 % (L + 6.00 %)
11/9/2026
1,469
1,378
1,469
0.5 %
First lien senior secured loan
8.00 % (L + 7.00 %)
11/9/2026
20,312
19,914
20,312
6.5 %
Gusmer
Enterprises, Inc.
First lien senior secured delayed
draw loan
7.00 % (L + 6.00 %)
5/7/2027
4,737
4,641
4,737
1.5 %
First lien senior secured revolving
loan
7.00 % (L + 6.00 %)
5/7/2027
-
-
-
0.0 %
First lien senior secured loan
7.00 % (L + 6.00 %)
5/7/2027
3,500
3,388
3,500
1.1 %
PMFC Holding,
LLC
First lien senior secured delayed
draw loan
7.50 % (L + 6.50 %)
7/31/2023
2,847
2,829
2,847
0.9 %
First lien senior secured loan
7.50 % (L + 6.50 %)
7/31/2023
5,676
5,639
5,676
1.8 %
First lien senior secured revolving
loan
7.50 % (L + 6.50 %)
7/31/2023
-
-
-
0.0 %
Regiment
Security Partners LLC
First lien senior secured loan
8.00 % (L + 7.00 %)
9/15/2026
6,539
6,389
6,539
2.1 %
First lien senior secured delayed
draw loan
8.00 % (L + 7.00 %)
9/15/2023
-
-
-
0.0 %
First lien senior secured revolving
loan
8.00 % (L + 7.00 %)
9/15/2026
-
-
-
0.0 %
The
Kleinfelder Group, Inc.
First
lien senior secured loan
6.25 % (L + 5.25 %)
11/15/2027
12,889
12,766
12,889
4.1 %
113,519
111,165
113,519
36.4 %
Consumer
durables & apparel
BCI Burke
Holding Corp.
First lien senior secured loan
6.75 % (L + 5.75 %)
12/14/2027
17,303
16,997
17,303
5.5 %
First lien senior secured revolving
loan
6.75 % (L + 5.75 %)
6/14/2027
389
360
389
0.1 %
First lien senior secured delayed
draw loan
6.75 % (L + 5.75 %)
12/14/2023
-
-
-
0.0 %
BEL USA,
LLC
First lien senior secured loan
9.50 % (L + 8.00 %)
11/2/2023
148
147
146
0.0 %
First lien senior secured loan
8.50 % (L + 7.00%, includes 1.275% PIK)
11/2/2023
8,988
8,835
8,853
2.8 %
Curio
Brands, LLC
First lien senior secured loan
6.50 % (L + 5.50 %)
12/21/2027
18,054
17,575
18,054
5.8 %
First lien senior secured delayed
draw loan
6.50 % (L + 5.50 %)
12/21/2023
-
-
-
0.0 %
First lien senior secured revolving
loan
6.50 % (L + 5.50 %)
12/21/2027
-
-
-
0.0 %
MacNeill
Pride Group
First lien senior secured revolving
loan
7.50 % (L + 6.50 %)
4/22/2026
1,429
1,407
1,429
0.5 %
First lien senior secured delayed
draw loan
7.50 % (L + 6.50 %)
4/22/2026
1,961
1,937
1,961
0.6 %
First lien senior secured loan
7.50 % (L + 6.50 %)
4/22/2026
8,706
8,598
8,706
2.8 %
New Era
Cap Company, Inc.
First lien senior secured loan
7.50 % (L + 6.50 %)
9/10/2023
12,724
12,624
12,724
4.1 %
Trademark
Global LLC
First lien senior secured loan
7.00 % (L + 6.00 %)
7/30/2024
11,510
11,404
11,510
3.7 %
First lien senior secured revolving
loan
7.00 % (L + 6.00 %)
7/30/2024
2,280
2,254
2,280
0.7 %
First lien senior secured delayed
draw loan
7.00 % (L + 6.00 %)
7/30/2023
-
-
-
0.0 %
YS
Garments, LLC
First
lien senior secured loan
7.00 % (L + 6.00 %)
8/9/2024
7,936
7,779
7,936
2.6 %
91,428
89,917
91,291
29.2 %
Diversified
financials
Atria
Wealth Solutions, Inc.
First
lien senior secured loan
7.00 % (L + 6.00 %)
11/30/2022
5,191
5,156
5,191
1.7 %
5,191
5,156
5,191
1.7 %
See accompanying notes to
financial statements.
F- 12
Kayne Anderson BDC, Inc.
Consolidated
Schedule of Investments
As of December 31, 2021
(amounts in 000’s)
Maturity
Principal
/
Amortized
Fair
Percentage
Portfolio
Company (1)
Investment
Interest
Rate
Date
Par
Cost (2)(3)
Value
of Net Assets
Debt
and Equity Investments
Private
Credit Investments (4)
Automobiles
& components
Food
& beverage
Siegel
Egg Co., LLC
First lien senior secured loan
7.00 % (L + 6.00 %)
12/29/2026
15,742
15,450
15,742
5.1 %
First
lien senior secured revolving loan
7.00 % (L + 6.00 %)
12/29/2026
1,029
966
1,029
0.3 %
16,771
16,416
16,771
5.4 %
Health
care equipment & services
Brightview,
LLC
First lien senior secured loan
6.75 % (L + 5.75 %)
4/12/2024
13,133
12,956
13,133
4.2 %
First lien senior secured delayed
draw loan
6.75 % (L + 5.75 %)
4/12/2024
-
-
-
0.0 %
First lien senior secured revolving
loan
6.75 % (L + 5.75 %)
4/12/2024
-
-
-
0.0 %
Dermatologists
of Southwestern Ohio, LLC
First lien senior secured loan
9.50 % (L + 8.50 %)
4/20/2022
1,282
1,270
1,282
0.4 %
Guardian
Dentistry Partners
First lien senior secured loan
6.75 % (L + 5.75 %)
8/20/2026
8,222
7,860
8,222
2.6 %
First lien senior secured delayed
draw loan
6.75 % (L + 5.75 %)
8/20/2026
-
-
-
0.0 %
OMH-HealthEdge
Holdings, LLC
First lien senior secured loan
6.50 % (L + 5.25 %)
10/24/2025
12,375
12,138
12,375
4.0 %
SGA Dental
Partners Holdings, LLC
First lien senior secured loan
6.50 % (L + 5.50 %)
12/30/2026
12,069
11,681
12,069
3.9 %
First lien senior secured delayed
draw loan
6.50 % (L + 5.50 %)
12/30/2026
-
-
-
0.0 %
First lien senior secured revolving
loan
6.50 % (L + 5.50 %)
12/30/2026
-
-
-
0.0 %
West
Dermatology Management Holdings, LLC
First
lien senior secured loan
7.00 % (L + 6.00 %)
2/11/2025
1,975
1,957
1,975
0.6 %
49,056
47,862
49,056
15.7 %
Household
& personal products
DRS Holdings
III, Inc. (Dr. Scholl’s)
First lien senior secured loan
6.75 % (L + 5.75 %)
11/1/2025
12,129
12,014
12,129
3.9 %
First lien senior secured revolving
loan
6.75 % (L + 5.75 %)
11/1/2025
-
-
-
0.0 %
Home Brands
Group Holdings, Inc. (ReBath)
First lien senior secured loan
6.00 % (L + 5.00 %)
11/8/2026
20,988
20,537
20,988
6.7 %
First lien senior secured revolving
loan
6.00 % (L + 5.00 %)
11/8/2026
-
-
-
0.0 %
PH
Beauty Holdings III, Inc.
First
lien senior secured loan
5.18 % (L + 5.00 %)
9/28/2025
9,642
9,287
9,642
3.1 %
42,759
41,838
42,759
13.7 %
Materials
Cyalume
Technologies Holdings, Inc.
First lien senior secured loan
6.50 % (L + 5.50 %)
8/30/2024
1,657
1,644
1,657
0.5 %
Drew Foam
Companies, Inc.
First lien senior secured loan
7.00 % (L + 6.00 %)
11/5/2025
7,450
7,360
7,450
2.4 %
Fralock
Buyer LLC
First lien senior secured loan
6.50 % (L + 5.50 %)
4/17/2024
9,251
9,091
9,251
3.0 %
First lien senior secured loan
6.50 % (L + 5.50 %)
4/17/2024
2,453
2,413
2,453
0.8 %
First lien senior secured revolving
loan
6.50 % (L + 5.50 %)
4/17/2024
-
-
-
0.0 %
USALCO,
LLC
First lien senior secured revolving
loan
7.00 % (L + 6.00 %)
10/19/2026
191
142
191
0.1 %
First
lien senior secured loan
7.00 % (L + 6.00 %)
10/19/2027
19,375
18,918
19,375
6.2 %
40,377
39,568
40,377
13.0 %
Pharmaceuticals,
biotech & life sciences
Foundation
Consumer Brands
First lien senior secured loan
7.38 % (L + 6.38 %)
2/12/2027
8,485
8,407
8,485
2.7 %
First
lien senior secured revolving loan
7.38 % (L + 6.38 %)
2/12/2027
-
-
-
0.0 %
8,485
8,407
8,485
2.7 %
Retailing
Sundance
Holdings Group, LLC (5)
First
lien senior secured loan
7.00 % (L + 6.00 %)
5/1/2024
9,522
9,164
9,522
3.1 %
9,522
9,164
9,522
3.1 %
Software
& services
Improving
Acquisition LLC
First lien senior secured loan
7.50 % (L + 6.50 %)
7/26/2024
603
598
603
0.2 %
Peak Technologies
First lien senior secured loan
8.09 % (L + 7.09 %)
4/1/2026
12,800
12,678
12,800
4.1 %
First
lien senior secured loan
7.50 % (L + 6.50 %)
4/1/2026
662
649
662
0.2 %
14,065
13,925
14,065
4.5 %
Telecommunication
services
Centerline
Communications, LLC
First lien senior secured loan
6.50 % (L + 5.50 %)
8/10/2027
9,265
9,082
9,265
3.0 %
First lien senior secured delayed
draw loan
6.50 % (L + 5.50 %)
8/10/2023
5,746
5,622
5,746
1.9 %
First lien senior secured revolving
loan
6.50 % (L + 5.50 %)
8/10/2027
1,200
1,166
1,200
0.4 %
First lien senior secured loan
6.50 % (L + 5.50 %)
8/10/2027
5,985
5,870
5,985
1.9 %
Corbett
Technology Solutions, Inc.
First lien senior secured revolving
loan
6.00 % (L + 5.00 %)
10/29/2027
381
248
381
0.1 %
First lien senior secured delayed
draw loan
6.00 % (L + 5.00 %)
4/29/2023
9,530
9,435
9,530
3.1 %
First lien senior secured loan
6.00 % (L + 5.00 %)
10/27/2027
13,564
13,298
13,564
4.3 %
Network
Connex (f/k/a NTI Connect, LLC)
First
lien senior secured loan
6.00 % (L + 5.00 %)
4/5/2026
5,302
5,209
5,302
1.7 %
50,973
49,930
50,973
16.4 %
Total
Private Credit Debt Investments
578,282
566,366
578,195
185.5 %
See accompanying notes to
financial statements.
F- 13
Kayne Anderson BDC, Inc.
Consolidated
Schedule of Investments
As of December 31, 2021
(amounts in 000’s)
Number
of
Units
Cost
Fair
Value
Percentage
of Net Assets
Equity Investments
Food & beverage
Siegel
Parent, LLC (6)
0.250
250
250
0.1 %
Total
Private Equity Investments
0.250
250
250
0.1 %
Total
Private Investments
$ 566,616
$ 578,445
185.6 %
Number of
Fair
Percentage
Shares
Cost
Value
of
Net Assets
Short-Term Investments
First
American Treasury Obligations Fund - Institutional Class Z, 0.01% (7)
3,674
3,674
3,674
1.2 %
Total Short-Term Investments
3,674
3,674
3,674
1.2 %
Total Investments
$ 570,290
$ 582,119
186.8 %
Liabilities in Excess of Other Assets
( 270,150 )
( 86.8 )%
Net Assets
$ 311,969
100.0 %
(1) As of December 31, 2021, all investments are non-controlled, non-affiliated investments. Non-controlled, non-affiliated investments are defined as investments in which the Company owns less than 5% of the portfolio company’s outstanding voting securities and does not have the power to exercise control over the management or policies of such portfolio company.
(2) The amortized cost represents the original cost adjusted for the amortization of discounts and premiums, as applicable, on debt investments using the effective interest method.
(3) As of December 31, 2021, the tax cost of the Company’s investments approximates their amortized cost.
(4) Loan contains a variable rate structure, that may be subject to an interest rate floor. Variable rate loans bear interest at a rate that may be determined by reference to either the London Interbank Offered Rate (“LIBOR” or “L”) (which can include one-, two-, three- or six-month LIBOR) or an alternate base rate (which can include the Federal Funds Effective Rate or the Prime Rate).
(5) The Company may be entitled to receive additional interest as a result of an arrangement with other lenders in the syndication. In exchange for the higher interest rate, the “last-out” portion is at a greater risk of loss. Certain lenders represent a “first out” portion of the investment and have priority to the “last-out” portion with respect to payments of principal and interest.
(6) The Company owns 50% of a pass-through LLC, KSCF IV Equity Aggregator, LLC (the “Aggregator”), which holds 500 Class A units of Siegel Parent, LLC. The Aggregator’s ownership of Siegel Parent, LLC is 1.1442%. Through the Company’s ownership of the Aggregator, the Company owns 250 Class A units of Siegel Parent, LLC.
(7) The indicated rate is the yield as of December 31, 2021.
See accompanying notes to
financial statements.
F- 14
Kayne Anderson BDC, Inc.
Notes to Consolidated Financial
Statements
(amounts in
000’s, except share and per share amounts)
Note 1. Organization
Organization
Kayne Anderson BDC, Inc. (the “Company”)
is an externally managed, closed-end, non-diversified management investment company that has elected to be regulated as
a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”).
In addition, for U.S. federal income tax purposes, the Company intends to qualify as a regulated investment company (“RIC”)
under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”).
The Company was formed as a Delaware corporation
to make investments in middle-market companies and commenced operations on February 5, 2021.
As of December 31, 2022, the Company has entered
into subscription agreements with investors for an aggregate capital commitment of $ 808,212 to purchase shares of the Company’s
common stock. See Note 12 – Subsequent Events.
KA Credit Advisors, LLC (the “Advisor”) 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, as
amended. 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, determining the value of the investments and monitoring its investments and portfolio
companies on an ongoing basis. The Board consists of seven directors, four of whom are independent. See Note 12 – Subsequent Events.
The Company’s investment objective
is to generate current income and, to a lesser extent, capital appreciation primarily through debt investments in middle-market companies.
The Company conducts private offerings of
its Common Stock to investors in reliance on exemptions from the registration requirements of the Securities Act of 1933, as amended (the
“Securities Act”). At the closing of any private offering, each investor will make a capital commitment (a “Capital
Commitment”) to purchase shares of its Common Stock (“Shares”) pursuant to a subscription agreement entered into with
the Company. Investors will be required to fund drawdowns to purchase Shares up to the amount of their respective Capital Commitments
each time the Company delivers a notice to the investors. Following the initial closing of the private offering (the “Initial Closing”)
on February 5, 2021 and prior to any Liquidity Event (as defined below), the Advisor may, in its sole discretion, permit additional closings
of the private offering. A “Liquidity Event” is defined as (a) an initial public offering of Shares (the “Initial
Public Offering”) or the listing of Shares on an exchange (together with the Initial Public Offering, an “Exchange Listing”),
(b) the sale of the Company or (c) a disposition of the Company’s investments and distribution of the net proceeds (after repayment
of borrowed funds or other forms of leverage) to the Company’s investors.
F- 15
Kayne Anderson BDC, Inc.
Notes to Consolidated Financial
Statements
(amounts in
000’s, except share and per share amounts)
Note 2. Significant Accounting Policies
A. Basis of Presentation —the
accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States
of America (“GAAP”). The Company is an investment company and follows accounting and reporting guidance of the Financial
Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 946 — “Financial Services — Investment
Companies.” In the opinion of management, all adjustments, which are of a normal recurring nature, considered necessary for the
fair statement of the consolidated financial statements for the periods presented, have been included.
B. Consolidation —As provided
under Regulation S-X and ASC Topic 946 – “Financial Services – Investment Companies”, the Company will generally
not consolidate its investment in a company other than a wholly-owned investment company or controlled operating company whose business
consists of providing services to the Company. Accordingly, the Company consolidated the accounts of the Company’s wholly-owned
subsidiaries, Kayne Anderson BDC Financing, LLC, (“KABDCF”) and KABDC Corp, LLC, in its consolidated financial statements.
All significant intercompany balances and transactions have been eliminated in consolidation.
C. Use of Estimates —the
preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported
amount of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the
reported amounts of income and expenses during the period. Actual results could differ materially from those estimates.
D. Cash and Cash Equivalents —cash
and cash equivalents include short-term, liquid investments with an original maturity of three months or less and include money market
fund accounts.
E. Investment Valuation, Fair Value —the
Company conducts the valuation of its investments consistent with GAAP and the 1940 Act. The Company’s investments will be valued
no less frequently than quarterly, in accordance with the terms of Topic 820 of the Financial Accounting Standards Board’s Accounting
Standards Codification, Fair Value Measurement and Disclosures (“ASC 820”).
In December 2020, the SEC adopted Rule 2a-5 under the 1940 Act,
establishing requirements to determine fair value in good faith for purposes of the 1940 Act. Pursuant to Rule 2a-5 and effective
September 1, 2022, the Board of Directors designated the Advisor as the “valuation designee” to perform fair value determinations
of the Company’s portfolio holdings, subject to oversight by and periodic reporting to the Board. The valuation designee will perform
fair valuation of the Company’s portfolio holdings in accordance with the Company’s Valuation Program, as approved by the
Board. The Advisor’s internal valuation process did not materially change as a result of Rule 2a-5.
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 the Company’s Advisor, fair market value will be determined using the Company’s
valuation process for investments that are privately issued or otherwise restricted as to resale.
The Company may also invest, to a lesser
extent, in equity securities purchased in conjunction with debt investments. While the Company anticipates these equity securities to
be issued by privately held companies, the Company 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.
F- 16
Kayne Anderson BDC, Inc.
Notes to Consolidated Financial
Statements
(amounts in
000’s, except share and per share amounts)
Non-Traded Investments (Level 3)
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 the Company’s
Advisor, or (b) the independent pricing service or independent broker does not provide prices or provides a price that in the judgment
of the Company’s 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. The Company expects that a significant majority of its investments will be Level 3 investments.
Unless otherwise determined by the Advisor, the following valuation process is used for the Company’s Level 3 investments:
●
Valuation Designee . The applicable investments will be valued no less frequently than quarterly by the Advisor, with new investments valued at the time such investment was made. The value of each Level 3 investment will be initially reviewed by the persons responsible for such portfolio company or investment. The Advisor will use a standardized template designed to approximate fair market value based on observable market inputs, updated credit statistics and unobservable inputs to determine a preliminary value. The Advisor will specify the titles of the persons responsible for determining the fair value of Company investments, including by specifying the particular functions for which they are responsible, and will reasonably segregate fair value determinations from the portfolio management of the Company such that the portfolio manager(s) may not determine, or effectively determine by exerting substantial influence on, the fair values ascribed to portfolio investments.
● Valuation Firm. Quarterly, third-party valuation firms engaged by the Advisor review the valuation methodologies and calculations employed for each of the Company’s investments that the Advisor has placed on the “watch list” and approximately 25 % of the Company’s remaining investments. The third-party valuation firms will review and independently value all of the Level 3 investments at least once per year, on a rolling twelve-month basis. The quarterly report issued by these third-party valuation firms will provide positive assurance on the fair values of the investments reviewed.
●
Oversight.
The Board has appointed the Advisor as the valuation designee for the Company for purposes of making determinations of fair value
as permitted by Rule 2a-5 under the 1940 Act. The Audit Committee shall aid the Board in overseeing the Advisor’s fair valuation
of securities that are not publicly traded or for which current market values are not readily available. The Audit Committee shall
meet quarterly to review the fair value determinations, processes and written reports of the Advisor and third-party valuation firms
as part of the Board’s oversight responsibilities.
Determination of fair value involves subjective
judgments and estimates. Accordingly, the notes to the Company’s financial statements will express the uncertainty with respect
to the possible effect of such valuations, and any change in such valuations, on our financial statements.
F. Interest Income Recognition —
Interest income is recorded on an accrual basis and includes the accretion of discounts, amortization of premiums and payment-in-kind
(“PIK”) interest. Discounts from and premiums to par value on investments purchased are accreted/amortized into interest
income over the life of the respective security using the effective yield method. To the extent loans contain PIK provisions, PIK interest,
computed at the contractual rate specified in each applicable agreement, is accrued and recorded as interest income and added to the
principal balance of the loan. PIK interest income added to the principal balance is generally collected upon repayment of the outstanding
principal. To maintain the Company’s status as a RIC, this non-cash source of income must be paid out to stockholders in the form
of dividends for the year the income was earned, even though the Company has not yet collected the cash. The amortized cost of investments
represents the original cost adjusted for any accretion of discounts, amortization of premiums and PIK interest.
F- 17
Kayne Anderson BDC, Inc.
Notes to Consolidated Financial
Statements
(amounts in
000’s, except share and per share amounts)
Loans are generally placed on non-accrual
status when principal or interest payments are past due 30 days or more or when there is reasonable doubt that principal or interest
will be collected in full. Accrued and unpaid interest is generally reversed when a loan is placed on non-accrual status. Interest payments
received on non-accrual loans may be recognized as income or applied to principal depending upon the Company’s judgment regarding
collectability. Non-accrual loans are restored to accrual status when past due principal and interest are paid or there is no longer
any reasonable doubt that such principal or interest will be collected in full and, in the Company’s judgment, are likely to remain
current. The Company may make exceptions to this policy if the loan has sufficient collateral value (i.e., typically measured as enterprise
value of the portfolio company) or is in the process of collection.
G. Debt Issuance Costs —Costs
incurred by the Company related to the issuance of its debt (credit facilities) are capitalized and amortized over the period the debt
is outstanding. The Company has classified the costs incurred to issue its credit facilities as a deduction from the carrying value of
the credit facilities on the Statement of Assets and Liabilities. For the purpose of calculating the Company’s asset coverage ratios
pursuant to the 1940 Act, deferred issuance costs are not deducted from the carrying value of debt or preferred stock.
H. Dividends to Common Stockholders —Distributions
to common stockholders are recorded on the record date. The amount to be paid out as a dividend is determined by the Company’s
board of directors each quarter and is generally based upon the earnings estimated by management and considers the level of undistributed
taxable income carried forward from the prior year for distribution in the current year. Net realized capital gains, if any, are generally
distributed, although the Company may decide to retain such capital gains for investment.
I. Organizational Costs —organizational
expenses include costs and expenses relating to the formation and organization of the Company. The Company has agreed to reimburse the
Advisor for these costs which are expensed as incurred.
J. Offering Costs —offering
costs include costs and expenses incurred in connection with the offering of the Company’s common stock. These initial costs are
capitalized as deferred offering expenses and included in prepaid expenses and other assets on the Statement of Assets and Liabilities.
These costs are amortized over a twelve-month period beginning with the commencement of operations. These expenses consist primarily
of legal fees and other costs incurred in connection with the Company’s share offerings, the preparation of the Company’s
registration statement and registration fees. The Company has agreed to reimburse the Advisor for these costs.
K. Income Taxes —it is the
Company’s intention to continue to be treated as and to qualify each year for special tax treatment afforded a RIC under the Code.
As long as the Company meets certain requirements that govern its sources of income, diversification of assets and timely distribution
of earnings to stockholders, the Company will not be subject to U.S. federal income tax.
The Company must pay distributions equal to 90 % of its investment company
taxable income (ordinary income and short-term capital gains) to qualify as a RIC and it must distribute all of its taxable income (ordinary
income, short-term capital gains and long-term capital gains) to avoid federal income taxes. The Company will be subject to federal income
tax on any undistributed portion of income. For purposes of the distribution test, the Company may elect to treat as paid on the last
day of its taxable year all or part of any distributions that are declared after the end of its taxable year if such distributions are
declared before the due date of its tax return, including any extensions.
All RICs are subject to a non-deductible 4%
excise tax on income that is not distributed on a timely basis in accordance with the calendar year distribution requirements. To avoid
the tax, the Company must distribute during each calendar year an amount at least equal to the sum of (i) 98% of its ordinary income for
the calendar year, (ii) 98.2% of its net capital gains for the one-year period ending on December 31, the last day of our taxable
year, and (iii) undistributed amounts from previous years on which the Company paid no U.S. federal income tax. A distribution will be
treated as paid during the calendar year if it is paid during the calendar year or declared by the Company in October, November or December
of such year, payable to stockholders of record on a date during such months and paid by the Company no later than January of the following
year. Any such distributions paid during January of the following year will be deemed to be received by stockholders on December 31 of
the year the distributions are declared, rather than when the distributions are actually received.
F- 18
Kayne Anderson BDC, Inc.
Notes to Consolidated Financial
Statements
(amounts in
000’s, except share and per share amounts)
The Company evaluates tax positions taken
or expected to be taken in the course of preparing its financial statements to determine whether the tax positions are “more-likely-than-not” to be
sustained by the applicable tax authority. Tax positions not deemed to meet the “more-likely-than-not” threshold are
reserved and recorded as a tax benefit or expense in the current year. All penalties and interest associated with income taxes are included
in income tax expense. Conclusions regarding tax positions are subject to review and may be adjusted at a later date based on factors
including, but not limited to, on-going analyses of tax laws, regulations and interpretations thereof.
L. LIBOR Transition — The
U.K. Financial Conduct Authority (“FCA”) announced that certain London Interbank Offered Rate (“LIBOR”) tenors
in certain currencies ceased to be provided at the end of 2021 with all remaining tenors ceasing in June 2023. Alternatives to LIBOR have
been established, or are in development in most major currencies, including the Secured Overnight Financing Rate (“SOFR”)
that is intended to replace U.S. dollar LIBOR. Markets are developing in response to these new reference rates. The LIBOR transition has
become increasingly well-defined in advance of its anticipated discontinuation, but uncertainty remains related to the liquidity impact
of the change in rates, and how to appropriately adjust these rates at the time of transition. At this time, it is not possible to predict
fully the ultimate outcome of these changes.
M. Commitments and Contingencies —in
the normal course of business, the Company may enter into contracts that provide a variety of general indemnifications. Any exposure
to the Company under these arrangements could involve future claims that may be made against the Company. Currently, no such claims exist
or are expected to arise and, accordingly, the Company has not accrued any liability in connection with such indemnifications.
Note 3. Agreements and Related Party Transactions
A. Administration Agreement —on
February 5, 2021, the Company entered into an Administration Agreement with its Advisor, which serves as its Administrator and will provide
or oversee the performance of its required administrative services and professional services rendered by others, which will include (but
not limited to), accounting, payment of our expenses, legal, compliance, operations, technology and investor relations, preparation and
filing of its tax returns, and preparation of financial reports provided to its stockholders and filed with the SEC.
The Company will reimburse the Administrator
for its costs and expenses incurred in performing its obligations under the Administration Agreement, which may include, after completion
of our Exchange Listing, its allocable portion of office facilities, overhead, and compensation paid to or compensatory distributions
received by its officers (including our Chief Compliance Officer and Chief Financial Officer) and its respective staff who provide services
to the Company. As the Company reimburses the Administrator for its expenses, the Company will indirectly bear such cost. The Administration
Agreement may be terminated by either party with 60 days’ written notice.
B. Investment Advisory Agreement —on
February 5, 2021, the Company entered into an Investment Advisory Agreement with its Advisor. Pursuant to the Investment Advisory Agreement
with its Advisor, the Company will pay its Advisor a fee for investment advisory and management services consisting of two components—a
base management fee and an incentive fee. The Advisor may, from time-to-time, grant waivers on the Company’s obligations, including
waivers of the base management fee and/or incentive fee, under the Investment Advisory Agreement. The Investment Advisory Agreement may
be terminated by either party with 60 days’ written notice.
F- 19
Kayne Anderson BDC, Inc.
Notes to Consolidated Financial
Statements
(amounts in
000’s, except share and per share amounts)
Base Management Fee
Prior to an Exchange Listing, the base management
fee will be calculated at an annual rate of 0.90 % of the fair market value of the Company’s 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. After an Exchange Listing, the base management fee will be calculated at an annual
rate of 1.50 % of the fair market value of the Company’s investments. However, following an Exchange Listing, if borrowed funds
or other forms of leverage utilized to finance the Company’s investments is greater than a debt-to-equity ratio of 1.0x, the base
management fee will be 1.00 % of the fair market value of the portion of the Company’s investments financed with borrowed funds
or other forms of leverage above a 1.0x debt-to-equity ratio.
The base management fee will be payable quarterly
in arrears and calculated based on the average of the Company’s fair market value of investments, at the end of the two most recently
completed calendar quarters, 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. Base management fees for any
partial quarter will be appropriately pro-rated.
For the years ended December 31, 2022 and
2021, the Company incurred base management fees of $ 7,147 and $2,095, respectively
Incentive Fee
The Company will also pay the Advisor an
incentive fee. The incentive fee will consist of two parts—an incentive fee on income and an incentive fee on capital gains. Described
in more detail below, these components of the incentive fee will be largely independent of each other with the result that one component
may be payable even if the other is not.
Incentive Fee on Income
The incentive fee based on income (the “income
incentive fee”) is determined and paid quarterly in arrears in cash (subject to the limitations described in “Payment of Incentive
Fees” below). The Company’s quarterly pre-incentive fee net investment income must exceed a preferred return of 1.50 % of the
Company’s NAV at the end of the immediately preceding calendar quarter ( 6.0 % annualized but not compounded) (the “Hurdle Amount”)
in order for the Company to receive an income incentive fee. The income incentive fee is calculated as follows:
● Prior to an Exchange Listing : 100% of our pre-incentive fee net investment income for the immediately preceding calendar quarter in excess of 1.50% of the Company’s NAV at the end of the immediately preceding calendar quarter until the Advisor has received 10% of the total pre-incentive fee net income for that calendar quarter and, for pre-incentive fee net investment income in excess of 1.6667%, 10% of all remaining pre-incentive fee net investment income for that quarter.
●
After an Exchange Listing :
100% of the Company’s pre-incentive fee net investment income for the immediately preceding calendar quarter in excess
of 1.50% of the Company’s NAV at the end of the immediately preceding calendar quarter until the Advisor has received 15% of
the total pre-incentive fee net income for that calendar quarter and, for pre-incentive fee net investment income
in excess of 1.7647%, 15% of all remaining pre-incentive fee net investment income for that quarter.
F- 20
Kayne Anderson BDC, Inc.
Notes to Consolidated Financial Statements
(amounts in
000’s, except share and per share amounts)
Incentive Fee on Capital Gains
The incentive fee on capital gains (the “capital gains incentive
fee”) will be calculated and payable in arrears in cash as follows:
● Prior to an Exchange Listing : 10 % of the Company’s realized capital gains, if any, on a cumulative basis from formation through (a) the day before an Exchange Listing, (b) upon consummation of a Liquidity Event or (c) upon the termination of the Investment Advisory Agreement, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis. For the purpose of computing the capital gain incentive fee, the calculation methodology will look through derivative financial instruments or swaps as if the Company owned the reference assets directly.
● After an Exchange Listing : 15 % of the Company’s realized capital gains, if any, on a cumulative basis from formation through the end of a given calendar year or upon termination of the Investment Advisory Agreement, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gain incentive fees.
Payment of Incentive Fees
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 the proceeds from a Company Liquidation payable to the Company’s stockholders have been
distributed to such stockholders.
For the year ended December 31, 2022, the Company incurred incentive
fees on income of $ 4,698 and no incentive fees on capital gains. For the year ended December 31, 2021, the Company incurred incentive
fees on income of $ 31 and on realized gains $ 34 (total of $ 65 ).
C. Other— KACALP, an affiliate of the Advisor, made
an equity contribution of $ 10 to the Company on December 18, 2018.
Note 4. Investments
The following table presents the composition of the Company’s
investment portfolio at amortized cost and fair value as of December 31, 2022 and 2021:
December 31, 2022
December 31, 2021
Amortized
Fair
Amortized
Fair
Cost
Value
Cost
Value
First-lien senior secured debt investments
$ 1,141,538
$ 1,157,971
$ 566,366
$ 578,195
Equity investments
6,250
7,148
250
250
Short-term investments
9,847
9,847
3,674
3,674
Total Investments
$ 1,157,635
$ 1,174,966
$ 570,290
$ 582,119
F- 21
Kayne Anderson BDC, Inc.
Notes to Consolidated Financial
Statements
(amounts in
000’s, except share and per share amounts)
As of December 31, 2022, $ 45,901 of the Company’s total assets
were non-qualifying assets as defined by Section 55(a) of the 1940 Act. As of December 31, 2021, all of the Company’s investments
were qualifying assets as defined by Section 55(a) of the 1940 Act.
Beginning with the three months ended March 31, 2022, the Company uses
Global Industry Classification Standards (GICS), Level 3 – Industry, for classifying the industry groupings of its portfolio companies.
As of December 31, 2021, the Company used GICS, Level 2 – Industry Group.
The industry composition of long-term investments based on fair value
as of December 31, 2022 and 2021 was as follows:
December 31,
2022
Trading companies & distributors
12.9 %
Commercial services & supplies
11.9 %
Food products
10.9 %
Health care providers & services
9.8 %
Professional services
5.5 %
Containers & packaging
4.5 %
Aerospace & defense
4.1 %
Textiles, apparel & luxury goods
4.1 %
IT services
3.9 %
Building products
3.4 %
Software
3.0 %
Chemicals
2.9 %
Diversified telecommunication services
2.6 %
Wireless telecommunication services
2.5 %
Leisure products
2.3 %
Auto components
2.3 %
Machinery
2.2 %
Household durables
1.8 %
Healthcare
equipment & supplies
1.8 %
Personal products
1.7 %
Household products
1.6 %
Insurance
1.3 %
Biotechnology
1.0 %
Specialty retail
0.7 %
Pharmaceuticals
0.6 %
Asset management & custody banks
0.4 %
Electronic equipment, instruments & components
0.3 %
Total
100.0 %
December 31,
2021
Commercial & professional services
19.6 %
Capital goods
19.5 %
Consumer durables & apparel
15.8 %
Telecommunication services
8.8 %
Health care equipment & services
8.5 %
Household & personal products
7.4 %
Materials
7.0 %
Automobiles & components
4.1 %
Food & beverage
2.9 %
Software & services
2.4 %
Retailing
1.6 %
Pharmaceuticals, biotech & life sciences
1.5 %
Diversified financials
0.9 %
Total
100.0 %
F- 22
Kayne Anderson BDC, Inc.
Notes to Consolidated Financial
Statements
(amounts in
000’s, except share and per share amounts)
Note 5. Fair Value
The Fair Value Measurement Topic of the FASB Accounting Standards
Codification (ASC 820) defines fair value as the price at which an orderly transaction to sell an asset or to transfer a liability would
take place between market participants under current market conditions at the measurement date. As required by ASC 820, the Company has
performed an analysis of all investments measured at fair value to determine the significance and character of all inputs to their fair
value determination. Inputs are the assumptions, along with considerations of risk, that a market participant would use to value an asset
or a liability. In general, observable inputs are based on market data that is readily available, regularly distributed and verifiable
that the Company obtains from independent, third-party sources. Unobservable inputs are developed by the Company based on its own assumptions
of how market participants would value an asset or a liability.
The fair value hierarchy prioritizes the inputs to valuation techniques
used to measure fair value into the following three broad categories.
Level 1 — Valuations 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 2 — Valuations based
on quoted prices for similar instruments in active markets; quoted 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 Company’s 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.
The following table presents the fair value hierarchy of investments
as of December 31, 2022 and 2021. Note that the valuation levels below are not necessarily an indication of the risk or liquidity associated
with the underlying investment.
Fair Value Hierarchy as of December 31, 2022
Investments:
Level 1
Level 2
Level 3
Total
First-lien senior secured debt investments
$ -
$ -
$ 1,157,971
$ 1,157,971
Equity investments
-
-
7,148
7,148
Short-term investments
9,847
-
-
9,847
Total Investments
$ 9,847
$ -
$ 1,165,119
$ 1,174,966
Fair Value Hierarchy as of December 31, 2021
Investments:
Level 1
Level 2
Level 3
Total
First-lien senior secured debt investments
$ -
$ -
$ 578,195
$ 578,195
Equity investments
-
-
250
250
Short-term investments
3,674
-
-
3,674
Total Investments
$ 3,674
$ -
$ 578,445
$ 582,119
For the years ended December 31, 2022 and 2021, the Company did not
recognize any transfers to or from Level 3.
The following tables present changes in the fair value of investments
for which Level 3 inputs were used to determine the fair value as of and for years ended December 31, 2022 and 2021:
First-lien
Private
senior secured
equity
For the year ended December 31, 2022
debt investments
investments
Total
Fair value, beginning of period
$
578,195
$
250
$
578,445
Purchases of investments
712,387
6,000
718,387
Proceeds from sales of investments and principal repayments
( 142,118
)
-
( 142,118
)
Net change in unrealized gain (loss)
4,604
898
5,502
Net realized gain (loss)
84
-
84
Net accretion of discount on investments
4,819
-
4,819
Transfers into (out of) Level 3
-
-
-
Fair value, end of period
$
1,157,971
$
7,148
$
1,165,119
F- 23
Kayne Anderson BDC, Inc.
Notes to Consolidated Financial
Statements
(amounts in
000’s, except share and per share amounts)
First-lien
Private
senior secured
equity
For the year ended December 31, 2021
debt investments
investments
Total
Fair value, beginning of period
$ -
$ -
$ -
Purchases of investments
626,555
250
626,805
Proceeds from sales of investments and principal repayments
( 61,520 )
-
( 61,520 )
Net change in unrealized gain (loss)
11,829
-
11,829
Net realized gain (loss)
156
-
156
Net accretion of discount on investments
1,175
-
1,175
Transfers into (out of) Level 3
-
-
-
Fair value, end of period
$ 578,195
$ 250
$ 578,445
The increase in unrealized gain (loss) relates to investments that
were held during the period. The Company includes these unrealized gains and losses on the Statement of Operations – Net Change
in Unrealized Gains (Losses).
Valuation Techniques
and Unobservable Inputs
Non-traded debt investments are typically valued using either
a market yield analysis or an enterprise value analysis. For debt investments that are not considered to be credit impaired, the Company
uses a market yield analysis to determine fair value. If the debt investment is considered to be credit impaired (which is determined
by performing an enterprise value analysis), the Company will use the enterprise value analysis or a liquidation basis analysis to determine
fair value.
To determine fair value using a market yield analysis, the Company
discounts the contractual cash flows of each investment at an appropriate discount rate (the market yield). To determine the estimated
market yield for its debt investments, the Company analyzes 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 and estimates the appropriate discount rate for such debt
investment. In this context, the discount rate and fair market value of the investment is impacted by the structure and pricing of the
security relative to current market yields for similar investments in similar businesses as well as the financial performance of such
business. In performing this analysis, the Company considers data sources including, but not limited to: (i) industry publications,
such as S&P Global’s High-End Middle Market Lending Review; Thomson Reuter’s Refinitiv Middle Market Monthly
Stats; CapitalIQ; 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 Advisor’s independent valuation managers.
To determine if a debt investment is credit impaired, the Company estimates
the enterprise value of the business and compares such estimate to the outstanding indebtedness of such business. The Company utilizes
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 comparable 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.
In determining the non-traded debt investment valuations,
the following factors are considered, where relevant: the nature and realizable value of any collateral; the company’s 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 company’s historical and projected financial results; the markets in which the company does business;
changes 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.
F- 24
Kayne Anderson BDC, Inc.
Notes to Consolidated Financial
Statements
(amounts in
000’s, except share and per share amounts)
Equity investments in private
companies are typically valued using one of or a combination of the following valuation techniques: (i) public company comparable
analysis, (ii) precedent transaction analysis and (iii) DCF analysis.
Under all of these valuation techniques, the Advisor estimates operating
results of the companies in which it invests, 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: discounts 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).
Quantitative Table for Valuation Techniques
The following tables present quantitative information about the significant
unobservable inputs of the Company’s Level 3 investments as of December 31, 2022 and 2021. The tables are not intended to be all-inclusive
but instead capture the significant unobservable inputs relevant to the Advisor’s determination of fair value.
As of December 31, 2022
Valuation
Unobservable
Weighted
Fair Value
Technique
Input
Range
Average
First-lien senior secured debt investments
$
1,157,971
Discounted cash flow analysis
Discount rate
8.4 % - 15.0 %
10.1
%
Equity investments
$
1,988
Precedent Transaction Analysis
Original Cost
1.0
1.0
5,160
Comparable Multiples
EV / EBITDA
6.6 – 17.2
12.7
$
1,165,119
As of December 31, 2021
Valuation
Unobservable
Weighted
Fair Value
Technique
Input
Range
Average
First-lien senior secured debt investments
$
578,195
Market Approach - Yield Analysis
Credit Spreads
5.00 % - 8.50 %
6.00
%
Equity investments
$
250
Precedent Transaction Analysis
Transaction Price
1.0
1.0
$
578,445
F- 25
Kayne Anderson BDC, Inc.
Notes to Consolidated Financial
Statements
(amounts in
000’s, except share and per share amounts)
Note 6. Debt
Subscription Credit Agreement
As of December 31, 2022, the Company had a $ 125,000 credit agreement
(the “Subscription Credit Agreement”) with certain lenders party thereto. The Subscription Credit Agreement permits the Company
to elect the commitment amount each quarter to borrow up to $ 125,000 , subject to availability under the borrowing base which is calculated
based on the unused capital commitments of the investors meeting various eligibility requirements. The interest rate under the Subscription
Credit Agreement is equal to the Secured Overnight Funding Rate (“SOFR”) plus 1.975 % (subject to a 0.275 % SOFR floor). The
Company is also required to pay a commitment fee of 0.25 % per annum on any unused portion of the Subscription Credit Agreement. The Company
also pays an extension fee of 0.05 % per quarter on the elected commitment amount on the first day of each calendar quarter. The Subscription
Credit Agreement will expire on December 31, 2023.
For the years ended December 31, 2022 and 2021, the average amount
of borrowings outstanding under the Subscription Credit Agreement were $ 65,751 and $ 24,600 , respectively, with a weighted average interest
rate of 3.70 % and 2.26 %, respectively. As of December 31, 2022 and 2021, the Company had $ 108,000 and $ 105,000 , respectively, outstanding
under the Subscription Credit Agreement at a weighted average interest rate of 6.32 % and 2.25 %, respectively.
Corporate Credit Facility
As of December 31, 2022, the Company had a senior secured revolving
credit facility (the “Corporate Credit Facility”), that has a total commitment of $ 400,000 . The Company entered into
the Corporate Credit Facility on February 18, 2022. The Corporate Credit 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
the Company, under certain circumstances, to increase the overall size of the Corporate Credit Facility to a maximum of $ 550,000 . The
interest rate on the Corporate Credit Facility is equal to Term SOFR (a forward-looking rate based on SOFR futures) plus an applicable
spread of 2.35% per annum or an “alternate base rate” (as defined in the agreements governing the Corporate Credit Facility)
plus an applicable spread of 1.25%. The Company is also required to pay a commitment fee of 0.375 % per annum on any unused portion of
the Corporate Credit Facility.
Under the Corporate Credit Facility, the Company is required to comply
with various covenants, reporting requirements and other customary requirements for similar revolving credit facilities, including, without
limitation, covenants related to: (a) limitations on the incurrence of additional indebtedness and liens, (b) limitations on
certain investments, (c) limitations on certain restricted payments, (d) maintaining a certain minimum stockholders’ equity,
and (e) maintaining a ratio of total assets (less total liabilities not representing indebtedness) to total indebtedness of the Company
and its consolidated subsidiaries of not less than 1.5:1.0. These covenants are subject to important limitations and exceptions that are
described in the agreements governing the Corporate Credit Facility. Amounts available to borrow under the Corporate Credit Facility are
subject to compliance with a borrowing base that applies different advance rates to different types of assets (based on their value as
determined pursuant to the Corporate Credit Facility) that are pledged as collateral. The Corporate Credit Facility is secured by certain
assets in the Company’s portfolio and excludes investments held by Kayne Anderson BDC Financing LLC (“KABDCF”) under
the Revolving Funding Facility (as defined below).
For the year ended December 31, 2022, the average amount of borrowings
outstanding under the Corporate Credit Facility was $ 134,239 with a weighted average interest rate of 4.26 %. As of December 31, 2022,
the Company had $ 269,000 outstanding under the Corporate Credit Facility at a weighted average interest rate of 6.63 %.
Revolving Funding Facility
As of December 31, 2022, the Company had a senior secured revolving
funding facility (the “Revolving Funding Facility”), that has a total commitment of $ 350,000 . The Company and KABDCF
entered into the Revolving Funding Facility on February 18, 2022. The Revolving Funding Facility is secured by all of the assets held
by KABDCF and the Company has agreed that it will not grant or allow a lien on the membership interest of 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 2.75 % 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. Amounts available
to borrow under the Revolving Funding Facility are subject to a borrowing base that applies different advance rates to different types
of assets held by KABDCF and is subject to limitations with respect to the loans securing the Revolving Funding Facility, including restrictions
on, loan size, payment frequency and status, as well as restrictions on portfolio company leverage, all of which may also affect the borrowing
base and therefore amounts available to borrow. The Company and KABDCF are also required to comply with various covenants, reporting requirements
and other customary requirements for similar facilities. These covenants are subject to important limitations and exceptions that are
described in the agreements governing the Revolving Funding Facility.
For the year ended December 31, 2022, the average amount of borrowings
outstanding under the Revolving Funding Facility was $ 147,808 with a weighted average interest rate of 4.20 %. As of December 31,
2022, the Company had $ 200,000 outstanding under the Revolving Funding Facility at a weighted average interest rate of 7.05 %.
F- 26
Kayne Anderson BDC, Inc.
Notes to Consolidated Financial
Statements
(amounts in
000’s, except share and per share amounts)
Loan
and Security Agreement
On February 18, 2022, the Company and KABDCF established two new credit
facilities (described above) and fully repaid the $ 150,000 outstanding balance on the Loan and Security Agreement (the “LSA”),
which was entered into by KABDCF on February 5, 2021. Advances under the LSA had an interest rate of LIBOR plus 4.25% (subject to a 1.00%
LIBOR floor).
For the years ended December 31, 2022 and 2021, the average amount
of borrowings outstanding under the LSA were $ 20,384 and $ 66,755 , respectively, with a weighted average interest rate of 5.25 % and 5.25 %,
respectively. As of December 31, 2021, the Company had $ 162,000 outstanding under the LSA at a weighted average interest rate of 5.25 %.
Debt obligations consisted of the following as of December 31, 2022
and 2021:
December 31, 2022
Aggregate
Principal
Committed
Outstanding Principal
Amount Available (1)
Net
Carrying
Value (2)
Corporate Credit Facility
$ 400,000
$ 269,000
$ 131,000
$ 266,483
Revolving Funding Facility
350,000
200,000
21,793
197,173
Subscription Credit Agreement
125,000
108,000
17,000
107,935
Total debt
$ 875,000
$ 577,000
$ 169,793
$ 571,591
(1) The amount available reflects any limitations related to the
Credit Facility’s borrowing base as of December 31, 2022.
(2) The carrying value of the Corporate Credit Facility, Revolving
Funding Facility, and Subscription Credit Agreement are presented net of deferred financing costs totaling $ 5,409 .
December 31, 2021
Aggregate
Principal
Committed
Outstanding Principal
Amount Available (1)
Net Carrying
Value (2)
Loan and Security Agreement (LSA)
$ 200,000
$ 162,000
$ 13,685
$ 161,753
Subscription Credit Agreement
150,000
105,000
45,000
104,575
Total debt
$ 350,000
$ 267,000
$ 58,685
$ 266,328
(1) The amount available reflects any limitations related to the
Credit Facility’s borrowing base as of December 31, 2021.
(2) The carrying value of the LSA and Subscription Credit Agreement are presented net of deferred financing costs totaling $ 672 .
For the years ended December 31, 2022 and 2021, the components of interest
expense were as follows:
For the years ended
December 31,
2022
December 31,
2021
Interest expense
$ 18,170
$ 4,195
Amortization of debt issuance costs
2,122
260
Total interest expense
$ 20,292
$ 4,455
Average interest rate
5.5 %
5.4 %
Average borrowings
$ 368,182
$ 91,355
F- 27
Kayne Anderson BDC, Inc.
Notes to Consolidated Financial
Statements
(amounts in
000’s, except share and per share amounts)
Note 7. Share Transactions
Common Stock Issuances
The following table summarizes the number of common stock shares issued
and aggregate proceeds received from such issuances related to the Company’s capital call notices pursuant to subscription agreements
with investors for the years ended December 31, 2022 and 2021.
For the year ended December 31, 2022
Offering
Aggregate
price per
Common stock
offering
Common stock issue date
share
shares issued
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
For the year ended December 31, 2021
Offering
Aggregate
price per
Common stock
offering
Common stock issue date
share
shares issued
amount
February 5, 2021
$ 15.00
5,666,667
$ 85,000
April 23, 2021
$ 15.57
3,532,434
$ 55,000
July 23, 2021
$ 15.72
2,862,595
$ 45,000
October 28, 2021
$ 15.98
2,502,612
$ 40,000
December 2, 2021
$ 16.31
4,568,314
$ 74,501
Total common stock issued
19,132,622
$ 299,501
As of December 31, 2022, the Company had subscription agreements with
investors for an aggregate capital commitment of $ 808,212 to purchase shares of common stock. Of this amount, the Company had $ 240,492
of undrawn commitments at December 31, 2022. See Note 12 – Subsequent Events.
Dividends and Dividend Reinvestment
The following table summarizes the dividends declared and payable by
the Company for the year ended December 31, 2022. See Note 12 - Subsequent Events.
Dividend declaration date
Dividend record date
Dividend payment date
Dividend
per share
April 19, 2022
April 20, 2022
April 26, 2022
$
0.26
July 19, 2022
July 20, 2022
July 27, 2022
$
0.30
October 18, 2022
October 13, 2022
October 25, 2022
$
0.35
December 16, 2022
December 29, 2022
January 13, 2023
$
0.43
Total dividends declared
$
1.34
The following table summarizes the dividends declared and payable by
the Company for the year ended December 31, 2021.
Dividend
Dividend declaration date
Dividend record date
Dividend payment date
per share
April 23, 2021
April 20, 2021
May 14, 2021
$ 0.15
July 19, 2021
July 20, 2021
July 27, 2021
$ 0.22
October 18, 2021
October 22, 2021
November 2, 2021
$ 0.25
December 2, 2021
December 29, 2021
January 18, 2022
$ 0.24
Total dividends declared
$ 0.86
F- 28
Kayne Anderson BDC, Inc.
Notes to Consolidated Financial
Statements
(amounts in
000’s, except share and per share amounts)
The following table summarizes the amounts received and shares of common
stock issued to shareholders pursuant to the Company’s dividend reinvestment plan (“DRIP”) for the year ended December
31, 2022. See Note 12 - Subsequent Events.
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.
The following table summarizes the amounts received and shares of common
stock issued to shareholders pursuant to the Company’s dividend reinvestment plan for the year ended December 31, 2021.
Dividend record date
Dividend payment date
DRIP shares issued
DRIP value
April 20, 2021
May 14, 2021
1,361
$ 21
July 20, 2021
July 27, 2021
37,460
$ 585
October 22, 2021
November 2, 2021
55,792
$ 886
94,613
$ 1,492
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.
Note 8. Commitments and Contingencies
The Company had an aggregate of $ 149,338 and $ 97,810 , respectively,
of unfunded commitments to provide debt financing to its portfolio companies as of December 31, 2022 and 2021. Such commitments are generally
subject to the satisfaction of certain financial and nonfinancial covenants and certain operational metrics. The commitment period for
these amounts may be shorter than the maturity date if drawn or funded. These commitments are not reflected in the Company’s consolidated
statement of assets and liabilities. Consequently, such commitments result in an element of credit risk in excess of the amount recognized
in the Company’s consolidated statement of assets and liabilities.
F- 29
Kayne Anderson BDC, Inc.
Notes to Consolidated Financial
Statements
(amounts in
000’s, except share and per share amounts)
A summary of the composition of the unfunded
commitments as of December 31, 2022 and 2021 is shown in the table below:
As of
As of
December 31,
2022
December 31,
2021
Alcami Corporation (Alcami)
$ 2,543
$ -
Allcat Claims Service, LLC
20,106
-
Allentown, LLC
2,040
-
American Equipment Holdings LLC
2,956
1,698
American Soccer Company, Incorporated (SCORE)
2,838
-
Arborworks Acquisition LLC
1,563
3,219
Atria Wealth Solutions, Inc.
2,996
-
Basel U.S. Acquisition Co., Inc. (IAC)
1,622
-
BCI Burke Holding Corp.
4,659
4,935
Blade (US) Holdings, Inc.
-
1,121
BLP Buyer, Inc. (Bishop Lifting Products)
1,047
-
BR PJK Produce, LLC (Keany)
1,429
-
Brightview, LLC
2,904
4,647
Centerline Communications, LLC
1,800
2,040
CGI Automated Manufacturing, LLC
2,717
6,522
Pavion Corp., f/k/a Corbett Technology Solutions, Inc.
1,334
1,525
Curio Brands, LLC
2,722
6,018
DISA Holdings Corp. (DISA)
7,769
-
DRS Holdings III, Inc. (Dr. Scholl’s)
310
310
Eastern Wholesale Fence
425
666
EIS Legacy, LLC
6,539
6,538
Fastener Distribution Holdings, LLC
6,810
-
FCA, LLC (FCA Packaging)
2,670
-
Foundation Consumer Brands
577
577
Fralock Buyer LLC
749
749
Guardian Dentistry Partners
-
15,898
Gulf Pacific Holdings, LLC
13,066
-
Gusmer Enterprises, Inc.
3,676
4,220
Home Brands Group Holdings, Inc. (ReBath)
2,099
2,099
I.D. Images Acquisition, LLC
1,424
1,570
IF&P Foods, LLC (FreshEdge)
6,114
-
Improving Acquisition LLC
2,028
-
Light Wave Dental Management LLC
6,774
-
LSL Industries, LLC (LSL Healthcare)
15,224
-
MacNeill Pride Group
2,978
357
PMFC Holding, LLC
342
684
Regiment Security Partners LLC
3,207
7,200
SGA Dental Partners Holdings, LLC
1,724
12,931
Siegel Egg Co., LLC
1,207
2,102
Speedstar Holding LLC
-
694
Trademark Global LLC
240
1,182
United Safety & Survivability Corporation (USSC)
2,942
4,285
Universal Marine Medical Supply International, LLC (Unimed)
2,035
-
USALCO, LLC
1,462
2,352
Vehicle Accessories, Inc.
1,671
1,671
Total unfunded commitments
$ 149,338
$ 97,810
From time to time, the Company may become a party to certain legal
proceedings incidental to the normal course of its business. As of December 31, 2022 and 2021, management was not aware of any material
pending or threatened litigation that would require accounting recognition or financial statement disclosure.
Note 9. Earnings Per Share
In accordance with the provisions of ASC Topic 260, Earnings per
Share (“ASC 260”), basic earnings per share is computed by dividing earnings available to common stockholders by the weighted
average number of shares outstanding during the period. Other potentially dilutive common shares, and the related impact to earnings,
are considered when calculating earnings per share on a diluted basis. As of December 31, 2022 and 2021, there were no dilutive shares.
F- 30
Kayne Anderson BDC, Inc.
Notes to Consolidated Financial
Statements
(amounts in
000’s, except share and per share amounts)
The following table sets forth the computation of basic and diluted
earnings per share of common stock for the years ended December 31, 2022 and 2021:
For the years ended
December 31, 2022
December 31, 2021
Net increase (decrease) in net assets resulting from operations
$ 45,765
$ 22,288
Weighted average shares of common stock outstanding - basic and diluted
27,184,302
10,718,083
Earnings (loss) per share of common stock - basic and diluted
$ 1.68
$ 2.08
Note 10. Income Taxes
The Company has elected to be treated as a RIC under the Code beginning
with the taxable year end December 31, 2021. As a RIC, the Company is not subject to a federal excise tax based on distributive requirements
of its taxable income on a calendar year basis. Depending on the level of taxable income earned in a tax year, the Company may choose
to carry forward taxable income in excess of current year distributions into the next tax year and pay a 4 % excise tax on such income,
to the extent required.
The Company makes certain adjustments to the classification of net
assets as a result of permanent book-to-tax differences, which include differences in the book and tax basis of certain assets and
liabilities, and nondeductible federal taxes or losses among other items. To the extent these differences are permanent, they are charged
or credited to additional paid in capital, or total distributable earnings (losses), as appropriate.
The permanent differences for tax purposes from distributable earnings
to additional paid in capital were reclassified for tax purposes for the tax years ended December 31, 2022 and 2021.
These reclassifications have no impact on net assets.
For the years ended
December 31,
2022
December 31,
2021
Increase (decrease) in distributable earnings
$ 29
$ 257
Increase (decrease) in additional paid-in capital
$ ( 29 )
$ ( 257 )
Taxable income generally differs from the net increase in net assets
resulting from operations for financial reporting purposes due to (1) unrealized appreciation (depreciation) on investments, as gains
and losses are generally not included in taxable income until these are realized; (2) income or loss recognition on exited investments;
(3) non-deductible U.S. federal excise taxes; and (4) other non-deductible expense.
The following reconciles net increase in net assets resulting from
operations to taxable income for the years ended December 31, 2022 and 2021:
For the years
ended
December 31,
2022
December 31,
2021
Net increase (decrease) in net assets resulting from operations
$
45,765
$
22,288
Net change in unrealized losses (gains) from investments
( 5,502 )
( 11,829
)
Non-deductible expenses, offering costs disallowed
29
257
Other book tax differences
( 67 )
117
Taxable income before deductions for distributions
$
40,225
$
10,833
For income tax purposes, distributions made to stockholders are reported
as ordinary income, capital gains, non-taxable return of capital, or a combination thereof.
F- 31
Kayne Anderson BDC, Inc.
Notes to Consolidated Financial
Statements
(amounts in
000’s, except share and per share amounts)
The final determination of tax character will not be made until the
Company files its tax return for each tax year and the tax characteristics of all distributions will be reported to stockholders on Form
1099 after the end of each calendar year. The tax character of distributions paid to stockholders during the tax years ended December
31, 2022 and 2021 were as follows:
For the years ended
December 31,
2022
December 31,
2021
Ordinary income
$ 39,553
$ 10,514
Capital gains
-
-
Return of capital
-
-
Total
$ 39,553
$ 10,514
For the years ended December 31, 2022 and 2021, the components of accumulated
earnings on a tax basis were as follows:
For the years ended
December 31,
2022
December 31,
2021
Undistributed net investment income (loss)
$ 991
$ 319
Undistributed capital gains
-
-
Capital loss carryforward
-
-
Other accumulated gain (loss)
-
-
Other temporary book / tax differences
( 857 )
( 924 )
Net unrealized appreciation (depreciation)
17,331
11,829
Total
$ 17,465
$ 11,224
Capital losses can be carried forward indefinitely to offset future
capital gains. As of December 31, 2022 and 2021, the Company had no capital loss carryforwards.
As of December 31, 2022 and 2021, the Company’s aggregate unrealized
appreciation and depreciation on investments based on cost for U.S. federal income tax purposes was as follows:
For the years ended
December 31,
2022
December 31,
2021
Tax cost
1,157,635
570,290
Gross unrealized appreciation
21,476
11,829
Gross unrealized depreciation
( 4,145 )
-
Net unrealized appreciation/(depreciation) on investments
$ 17,331
$ 11,829
KABDC Corp, LLC, a wholly owned subsidiary that was formed in December
2021, is a Delaware LLC which has elected to be treated as a corporation for U.S. tax purposes.
As such, KABDC Corp, LLC is subject to U.S. Federal, state and local
taxes. For the Company’s tax years ended December 31, 2022 and 2021, KABDC Corp, LLC did not have activity resulting in any provision
for income taxes.
FASB ASC Topic 740, Accounting for Uncertainty in Income Taxes (“ASC
740”) provides guidance for how uncertain tax positions should be recognized, measured, presented, and disclosed in the consolidated
financial statements. ASC 740 requires the evaluation of tax positions taken or expected to be taken in the course of preparing the Company’s
tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority.
The Company recognizes the tax benefits of uncertain tax positions only where the position is “more likely than not” to be
sustained assuming examination by tax authorities. As of December 31, 2022 and 2021, management has analyzed the Company’s tax positions,
and has concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions taken in the Company’s
current year tax return. The Company is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized
tax benefits will change materially in the next 12 months. Management’s determinations regarding ASC 740 may be subject to review
and adjustment at a later date based upon factors including, but not limited to, an ongoing analysis of tax laws, regulations and interpretations
thereof.
F- 32
Kayne Anderson BDC, Inc.
Notes to Consolidated Financial
Statements
(amounts in
000’s, except share and per share amounts)
Note 11. Financial Highlights
The following per share of common stock data
has been derived from information provided in the audited financial statements. The following is a schedule of financial highlights for
the years ended December 31, 2022 and 2021:
For the years ended
December 31,
Per Common Share Operating Performance (1)
2022
(amounts in thousands,
except
share and
per share
amounts)
2021
(amounts in
thousands,
except
share and
per share
amounts)
Net Asset Value, Beginning of Period (2)
$ 16.22
$ 14.86
Results of Operations:
Net Investment Income
1.48
0.94
Net Realized and Unrealized Gain (Loss) on Investments (3)
0.14
1.28
Net Increase (Decrease) in Net Assets Resulting from Operations
1.62
2.22
Distributions to Common Stockholders
Distributions
( 1.34 )
( 0.86 )
Net Decrease in Net Assets Resulting from Distributions
( 1.34 )
( 0.86 )
Net Asset Value, End of Period
$ 16.50
$ 16.22
Shares Outstanding, End of Period
35,879,291
19,227,902
Ratio/Supplemental Data
Net assets, end of period
$ 592,041
$ 311,969
Weighted-average shares outstanding
27,184,302
10,718,083
Total Return (4)
10.3 %
14.2 %
Portfolio turnover
17.6 %
31.3 %
Ratio of operating expenses to average net assets (5)
7.9 %
5.8 %
Ratio of net investment income (loss) to average net assets (5)
9.1 %
6.8 %
(1) The per common share data was derived by using weighted average shares outstanding.
(2) On February 5, 2021, the initial offering price of $ 15.00 per share less
$ 0.14 per share of organizational costs.
(3) Realized and unrealized gains and losses per share in this caption are balancing amounts necessary to reconcile the change in net asset value per share for the period, and may not reconcile with the aggregate gains and losses in the Consolidated Statement of Operations due to share transactions during the period.
For the years ended December 31, 2022 and 2021, such share transactions
include the effect of share issuances of $ 0.04 and $ 0.19 per share, respectively. During the period, shares were issued at prices that
reflect the aggregate amount of the Company's initial organizational and offering expenses. As a result, investors subscribing after
the initial capital call are allocated organizational expenses consistently with all stockholders.
(4) Total return is calculated as the change in net asset value ("NAV") per share during the period, plus distributions per share (if any), divided by the beginning NAV per share. The calculation also assumes reinvestment of dividends at actual prices pursuant to the Company’s dividend reinvestment plan. Total return is not annualized.
(5) The ratios reflect an annualized amount, except in the case of non-recurring expenses (e.g. initial organizational expense of $ 175 for the period February 5, 2021 (commencement of operations) through December 31, 2021).
F- 33
Kayne Anderson BDC, Inc.
Notes to Consolidated Financial
Statements
(amounts in
000’s, except share and per share amounts)
Note 12. Subsequent Events
The Company’s management
has evaluated subsequent events through the date of issuance of the financial statements included herein. There have been no subsequent
events that require recognition or disclosure in these financial statements except for the following described below.
On January 13, 2023, the Company paid a distribution of $ 0.43 per share
to each common stockholder of record as of December 29, 2022. The total distribution was $ 15,428 and $ 955 was reinvested into the Company
through the purchase of 57,860 shares of common stock.
On January 24, 2023, the Board of Directors (the “Board”)
of the Company elected James (“Jim”) Robo as the Chairman of the Board. Mr. Robo will serve as an interested director of the
Company until he stands for re-election at the 2025 Annual Meeting of Stockholders of the Company. With the addition of Mr. Robo, the
Company’s Board is comprised of seven individuals, four of which are independent. The independent board members include Mariel Joliet
(Lead Independent Director), George Marucci, Jr., Susan Schnabel and Rhonda Smith.
On March 7, 2023, the Board declared a distribution of $ 0.47 per share
to each common stockholder of record as of March 31, 2023. The distribution will be paid on April 14, 2023.
As of March 9, 2023, the Company has subscription agreements with investors
for an aggregate capital commitment of $ 832,342 to purchase shares of common stock ($ 264,612 of the commitments are undrawn).
F- 34
ITEM 9. CHANGES IN AND DISAGREEMENTS
WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
There are not and have not been any disagreements
between us and our accountant on any matter of accounting principles, practices or financial statement disclosure.