Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND
PROCEDURES
Evaluation of Disclosure Controls and
Procedures
Our management, with the participation of
our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as
defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act), as of
the end of the period covered by this Annual Report on Form 10-K. Based on such evaluation, our Chief Executive Officer and Chief Financial
Officer have concluded that, as of such date, our disclosure controls and procedures were effective at a reasonable assurance level.
Report of Management on Internal Control
Over Financial Reporting
This annual report does not include an
annual report of management’s assessment regarding internal control over financial reporting or attestation report of our
registered public accounting firm due to a transition period established by the rules of the Securities and Exchange Commission for
newly public companies.
Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting
that occurred during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
None.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT
INSPECTIONS
Not Applicable.
65
PART
III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required by this item will be contained in the Company’s
definitive Proxy Statement for its 2023 Annual Stockholder Meeting, to be filed with the SEC within 120 days after December 31,
2022 and is incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item will be contained in the Company’s
definitive Proxy Statement for its 2023 Annual Stockholder Meeting, to be filed with the SEC within 120 days after December 31,
2022 and is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP
OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information required by this item will be contained in the Company’s
definitive Proxy Statement for its 2023 Annual Stockholder Meeting, to be filed with the SEC within 120 days after December 31,
2022 and is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS
AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by this item will be contained in the Company’s
definitive Proxy Statement for its 2023 Annual Stockholder Meeting, to be filed with the SEC within 120 days after December 31,
2022 and is incorporated herein by reference.
ITEM 14. PRINCIPAL ACCOUNTING
FEES AND SERVICES
The information required by this item will be contained in the Company’s
definitive Proxy Statement for its 2023 Annual Stockholder Meeting, to be filed with the SEC within 120 days after December 31,
2022 and is incorporated herein by reference.
66
PART IV
ITEM 15. EXHIBITS AND
FINANCIAL STATEMENT SCHEDULES
(a) DOCUMENTS FILED AS PART OF THIS REPORT
The following is a list of our consolidated
financial statements included in this Annual Report on Form 10-K under Item 8 of Part II hereof:
1. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTAL
DATA
Index to Consolidated Financial Statements
Page
Report of Independent Registered Public Accounting Firm
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
(b) EXHIBITS
3.1
Certificate
of Formation (3)
3.2
Initial
Limited Liability Company Agreement (1)
3.3
Certificate
of Conversion (2)
3.4
Certificate
of Incorporation (2)
3.5
Amended
and Restated Bylaws (5)
4.1
Description
of Securities (3)
10.1
Investment
Advisory Agreement (1)
10.2
Amendment to Investment Advisory Agreement *
10.3
Administration
Agreement (1)
10.4
License
Agreement (1)
10.5
Indemnification
Agreement (1)
10.6
Custody
Agreement (1)
10.7
Subscription
Agreement (1)
10.8
Loan
and Security Agreement, dated as of February 5, 2021, by and between KA Credit Advisors, LLC, as collateral manager, Kayne
Anderson BDC Financing, LLC, as borrower, certain lenders thereto, administrative agent for the lenders, and collateral agent for
the lenders (2)
10.9
Credit
Agreement, dated February 5, 2021, by and between Kayne Anderson BDC, Inc., as borrower, lenders signatories thereto, and agent and
the lead arranger (2)
10.10
Second
Amendment to Credit Agreement, dated December 3,2021, by and between Kayne Anderson BDC, Inc., as borrower, lender signatories thereto,
and agent and lead arranger (5)
10.11
Senior
Secured Revolving Credit Agreement (4)
10.12
Loan
and Security Agreement (4)
14.1
Code of Ethics as amended March 1, 2021 *
14.2
Supplemental Antifraud Code of Ethics for Principal Officers and Senior Financial Officers *
21.1
Subsidiaries
of Kayne Anderson BDC, Inc. (3)
31.1*
Certification
of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
31.2*
Certification
of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
32.1*
Certification
of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*
Certification
of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS
Inline XBRL Instance Document.*
101.SCH
Inline XBRL Taxonomy Extension Schema Document.*
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document.*
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document.*
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document.*
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document.*
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained
in Exhibit 101).
(1)
Incorporated by reference
from the Company’s Amendment No. 2 to Form 10, as filed with the Securities and Exchange Commission on November 9,
2020.
(2)
Incorporated by reference
from the Company’s Form 8-K, as filed with the Securities and Exchange Commission on February 9, 2021.
(3)
Incorporated by reference
from the Company’s Form 10-K, as filed with the Securities and Exchange Commission on February 26, 2021.
(4)
Incorporated
by reference from the Company’s Form 8-K, as filed with the Securities and Exchange Commission on February 25,
2022.
(5)
Incorporated by reference from the Company’s
Quarterly Report on Form 10-Q for the quarter ended June 30, 2022, as filed with the Securities and Exchange Commission
on August 15, 2022.
*
Filed herewith.
ITEM 16. FORM 10-K SUMMARY
None.
67
SIGNATURES
Pursuant to the requirements
of section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
Kayne Anderson BDC, Inc.
Dated: March 10, 2023
By:
/s/ James C. Baker, Jr
James C. Baker, Jr.
Chief Executive Officer
(Principal Executive Officer)
Dated: March 10, 2023
By:
/s/ Terry A. Hart
Terry A. Hart
Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)
68