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.
75
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 2024 Annual Stockholder Meeting, to be filed with the SEC within 120 days after December 31,
2023 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 2024 Annual Stockholder Meeting, to be filed with the SEC within 120 days after December 31,
2023 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 2024 Annual Stockholder Meeting, to be filed with the SEC within 120 days after December 31,
2023 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 2024 Annual Stockholder Meeting, to be filed with the SEC within 120 days after December 31,
2023 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 2024 Annual Stockholder Meeting, to be filed with the SEC within 120 days after December 31,
2023 and is incorporated herein by reference.
76
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, 2023 and 2022
F-3
Consolidated Statements of Operations for the years ended December
31, 2023, 2022 and 2021
F-4
Consolidated Statements of Changes in Net Assets for the years ended
December 31, 2023, 2022 and 2021
F-5
Consolidated Statement of Cash Flows for the years ended December 31,
2023, 2022 and 2021
F-6
Consolidated Schedules of Investments as of December 31, 2023 and 2022
F-7
Notes to Consolidated Financial Statements
F-19
77
(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 (8)
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
Third
Amendment to the Credit Agreement, dated December 30, 2022, by and between Kayne Anderson BDC, Inc., as borrower, lenders, and City
National Bank as administrative agent for the lenders (7)
10.12
Fourth Amendment to the Credit Agreement, dated December 31, 2023, by and between Kayne Anderson BDC, Inc., as borrower, lenders, and City National Bank as administrative agent for the lenders (11)
10.13
Senior
Secured Revolving Credit Agreement (4)
10.14
Loan
and Security Agreement (4)
10.15
First Amendment to Loan and Security Agreement, dated November 17, 2022, 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 (6)
10.16
Second
Amendment to Loan and Security Agreement, dated June 29, 2023, 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 (9)
10.17
Loan and Security Agreement, dated December 22, 2023, by and between KA Credit Advisors, LLC, as portfolio manager, Kayne Anderson BDC Financing II, LLC, as borrower, certain lenders thereto, collateral administrator for the lenders, collateral agent for the lenders, securities intermediary party, and administrative agent for the lenders (10)
10.18
Notes
Purchase Agreement, dated June 29, 2023, by and among the Company and the Purchasers party thereto (9)
14.1
Code
of Ethics as amended March 1, 2021 (8)
14.2
Supplemental
Antifraud Code of Ethics for Principal Officers and Senior Financial Officers (8)
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.
(6)
Incorporated by reference from the Company's Form 8-K, as filed with the Securities and Exchange Commission on November 22, 2022.
(7)
Incorporated by reference
from the Company's Form 8-K, as filed with the Securities and Exchange Commission on January 6, 2023.
(8)
Incorporated by reference
from the Company’s Form 10-K, as filed with the Securities and Exchange Commission on March 13, 2023.
(9)
Incorporated by reference
from the Company's Form 8-K, as filed with the Securities and Exchange Commission on July 5, 2023.
(10)
Incorporated by reference
from the Company's Form 8-K, as filed with the Securities and Exchange Commission on December 29, 2023.
(11)
Incorporated by reference from the Company's Form 8-K, as filed with the Securities and Exchange Commission on January 5, 2024.
*
Filed herewith.
ITEM 16. FORM 10-K SUMMARY
None.
78
SIGNATURES
Pursuant to the requirements 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.
Date: February 29, 2024
/s/ Douglas L. Goodwillie
Name:
Douglas L. Goodwillie
Title:
Co-Chief Executive Officer
(Co-Principal Executive Officer)
Date: February 29, 2024
/s/ Kenneth B. Leonard
Name:
Kenneth B. Leonard
Title:
Co-Chief Executive Officer
(Co-Principal Executive Officer)
Date: February 29, 2024
/s/ Terry A. Hart
Name:
Terry A. Hart
Title:
Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)
79
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.