UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the quarterly period ended March 31, 2024
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission
File Number: 814-01363
Kayne
Anderson BDC, Inc.
Delaware 83-0531326
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
717 Texas Avenue , Suite 2200 , Houston , TX 77002
(Address of principal executive offices) (Zip Code)
(713) 493-2020
(Registrant’s
telephone number, including area code)
Securities
registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
None None None
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). ☐ Yes ☐ No
Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging
growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting
company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ Accelerated filer ☐
Non-accelerated filer ☒ Smaller reporting company ☐
Emerging growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No
As of May 7, 2024, the registrant
had 65,116,459 shares of common stock, $0.001 par value per share, issued and outstanding and there was no public market for the registrant’s
shares.
Table
of Contents
Page
PART
I.
FINANCIAL INFORMATION
1
Item
1.
Consolidated
Financial Statements
1
Consolidated
Statements of Assets and Liabilities as of March 31, 2024 (Unaudited) and December 31, 2023
1
Consolidated
Statements of Operations for the three months ended March 31, 2024 and 2023 (Unaudited)
2
Consolidated
Statement of Changes in Net Assets for the three months ended March 31, 2024 and 2023 (Unaudited)
3
Consolidated
Statement of Cash Flows for the three months ended March 31, 2024 and 2023 (Unaudited)
4
Consolidated
Schedule of Investments as of March 31, 2024 (Unaudited) and December 31, 2023
5
Notes
to Consolidated Financial Statements (Unaudited)
23
Item
2.
Management’s
Discussion and Analysis of Financial Condition and Results of Operations
43
Item
3.
Quantitative
and Qualitative Disclosures About Market Risk
54
Item
4.
Controls
and Procedures
54
PART
II.
OTHER
INFORMATION
55
Item
1.
Legal
Proceedings
55
Item
1A.
Risk
Factors
5 5
Item
2.
Unregistered
Sales of Equity Securities and Use of Proceeds
55
Item
3.
Defaults Upon Senior Securities
55
Item
4.
Mine
Safety Disclosures
55
Item
5.
Other
Information
55
Item
6.
Exhibits
56
Signatures
58
i
Forward-Looking
Statements
This
quarterly report on Form 10-Q contains forward-looking statements that involve substantial known and unknown risks, uncertainties and
other factors. Undue reliance should not be placed on such statements. These forward-looking statements are not historical facts, but
rather are based on current expectations, estimates and projections about the company, current and prospective portfolio investments,
the industry, beliefs and assumptions. Words such as “anticipates,” “expects,” “intends,” “plans,”
“will,” “may,” “continue,” “believes,” “seeks,” “estimates,”
“would,” “could,” “should,” “targets,” “projects,” and variations of these
words and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance
and are subject to risks, uncertainties and other factors, some of which are beyond control of Kayne Anderson BDC, Inc. (“the Company”)
and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking
statements, including:
●
future
operating results;
●
business
prospects and the prospects of portfolio companies in which we invest;
●
the
ability of our portfolio companies to achieve their objectives;
●
changes
in political, economic or industry conditions, the interest rate environment or conditions affecting the financial and capital markets;
●
the
ability of KA Credit Advisors, LLC (our “Advisor”) to locate suitable investments and to monitor and administer investments;
●
the
ability of the Advisor and its affiliates to attract and retain highly talented professionals;
●
risk
associated with possible disruptions in operations or the economy generally;
●
the
adequacy of our cash resources, financing sources and working capital;
●
the timing of cash flows, distributions and dividends, if any, from
the operations of the companies in which the Company invests;
●
the
ability to maintain qualification as a business development company (“BDC”) and as a regulated investment company (“RIC”)
under the Internal Revenue Code of 1986, as amended (the “Code”);
●
the
use of borrowed money to finance a portion of the Company’s investments;
●
the
adequacy, availability and pricing of financing sources and working capital for the Company;
●
actual
or potential conflicts of interest with the Advisor and its affiliates;
●
contractual
arrangements and relationships with third parties;
●
the
risk associated with an economic downturn, increased inflation, political instability, interest rate volatility, loss of key personnel,
and the illiquid nature of investments of the Company; and
●
the
risks, uncertainties and other factors the Company identifies under “Item 1A. Risk Factors” and elsewhere in this quarterly
report on Form 10-Q, as well as in the Company’s annual report on Form 10-K for the year ended December 31, 2023.
We
have based the forward-looking statements included in this report on information available to us on the date of this report. We assume
no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise,
except as required by law. Although we undertake no obligation to revise or update any forward-looking statements, you are advised to
consult any additional disclosures that we may make directly to you or through reports that we have filed or in the future may file with
the United States Securities and Exchange Commission (the “SEC”), including annual reports on Form 10-K, registration
statements on Form 10, quarterly reports on Form 10-Q and current reports on Form 8-K.
ii
PART
I — FINANCIAL INFORMATION
Item
1. Consolidated Financial Statements.
Kayne
Anderson BDC, Inc.
Consolidated
Statements of Assets and Liabilities
(amounts
in 000’s, except share and per share amounts)
March 31,
2024
(Unaudited)
December 31,
2023
Assets:
Investments, at fair value:
Long-term investments (amortized cost of $ 1,759,819 and $ 1,343,223 )
$ 1,784,045
$ 1,363,498
Short-term investments (amortized cost of $ 10,868 and $ 12,802 )
10,868
12,802
Cash and cash equivalents
33,418
34,069
Receivable for principal payments on investments
293
104
Interest receivable
15,551
12,874
Prepaid expenses and other assets
266
319
Total Assets
$ 1,844,441
$ 1,423,666
Liabilities:
Corporate Credit Facility (Note 6)
$ 198,000
$ 234,000
Unamortized Corporate Credit Facility issuance costs
( 1,522 )
( 1,715 )
Revolving Funding Facility (Note 6)
319,000
306,000
Unamortized Revolving Funding Facility issuance costs
( 1,589 )
( 2,019 )
Revolving Funding Facility II (Note 6)
67,000
70,000
Unamortized Revolving Funding Facility II issuance costs
( 1,729 )
( 1,805 )
Subscription Credit Agreement (Note 6)
-
10,750
Unamortized Subscription Credit Facility issuance costs
-
( 41 )
Notes (Note 6)
75,000
75,000
Unamortized notes issuance costs
( 799 )
( 851 )
Payable for investments purchased
299,692
-
Capital payable (Note 11)
29,025
-
Distributions payable
19,516
22,050
Management fee payable
3,522
2,996
Incentive fee payable
16,826
14,195
Accrued expenses and other liabilities
10,942
11,949
Accrued excise tax expense
-
101
Total Liabilities
$ 1,032,884
$ 740,610
Commitments and contingencies (Note 8)
Net Assets:
Common Shares, $ 0.001 par value; 100,000,000 shares authorized; 48,789,228 and 41,603,666 as of March 31, 2024 and December 31, 2023, respectively, issued and outstanding
$ 49
$ 42
Additional paid-in capital
790,245
669,990
Total distributable earnings (deficit)
21,263
13,024
Total Net Assets
$ 811,557
$ 683,056
Total Liabilities and Net Assets
$ 1,844,441
$ 1,423,666
Net Asset Value Per Common Share
$ 16.63
$ 16.42
See
accompanying notes to consolidated financial statements.
1
Kayne
Anderson BDC, Inc.
Consolidated
Statements of Operations
(amounts
in 000’s, except share and per share amounts)
(Unaudited)
For the three months ended
March
31,
2024
2023
Income:
Investment income from investments:
Interest income
$ 46,237
$ 36,366
Dividend income
257
-
Total Investment Income
46,494
36,366
Expenses:
Management fees
3,522
2,685
Incentive fees
2,631
2,138
Interest expense
15,656
11,523
Professional fees
264
150
Directors fees
147
139
Other general and administrative expenses
471
449
Total Expenses
22,691
17,084
Net Investment Income (Loss)
23,803
19,282
Realized and unrealized gains (losses) on investments
Net realized gains (losses):
Investments
-
-
Total net realized gains (losses)
-
-
Net change in unrealized gains (losses):
Investments
3,952
125
Total net change in unrealized gains (losses)
3,952
125
Total realized and unrealized gains (losses)
3,952
125
Net Increase (Decrease) in Net Assets Resulting from Operations
$ 27,755
$ 19,407
Per Common Share Data:
Basic and diluted net investment income per common share
$ 0.52
$ 0.54
Basic and diluted net increase in net assets resulting from operations
$ 0.61
$ 0.54
Weighted Average Common Shares Outstanding - Basic and Diluted
45,345,417
35,929,436
See
accompanying notes to consolidated financial statements.
2
Kayne
Anderson BDC, Inc.
Consolidated
Statements of Changes in Net Assets
(amounts
in 000’s)
(Unaudited)
For the three months ended
March 31,
2024
2023
Increase (Decrease) in Net Assets Resulting from Operations:
Net investment income (loss)
$ 23,803
$ 19,282
Net realized gains (losses) on investments
-
-
Net change in unrealized gains (losses) on investments
3,952
125
Net Increase (Decrease) in Net Assets Resulting from Operations
27,755
19,407
Decrease in Net Assets Resulting from Stockholder Dividends
Dividends to stockholders
( 19,516 )
( 16,890 )
Net Decrease in Net Assets Resulting from Stockholder Dividends
( 19,516 )
( 16,890 )
Increase in Net Assets Resulting from Capital Share Transactions
Issuance of common shares
118,689
-
Reinvestment of dividends
1,573
955
Net Increase in Net Assets Resulting from Capital Share Transactions
120,262
955
Total Increase (Decrease) in Net Assets
128,501
3,472
Net Assets, Beginning of Period
683,056
592,041
Net Assets, End of Period
$ 811,557
$ 595,513
See
accompanying notes to consolidated financial statements.
3
Kayne
Anderson BDC, Inc.
Consolidated
Statements of Cash Flows
(amounts
in 000’s)
(Unaudited)
For the three months ended
March 31,
2024
2023
Cash Flows from Operating Activities:
Net increase (decrease) in net assets resulting from operations
$ 27,755
$ 19,407
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
-
-
Net change in unrealized (gains)/losses on investments
( 3,952 )
( 125 )
Net accretion of discount on investments
( 2,621 )
( 2,115 )
Sales (purchases) of short-term investments, net
1,934
( 5,345 )
Purchases of portfolio investments
( 446,080 )
( 104,080 )
Proceeds from sales of investments and principal repayments
32,390
17,245
Paid-in-kind interest from portfolio investments
( 284 )
( 165 )
Amortization of deferred financing cost
897
591
Increase/(decrease) in operating assets and liabilities:
(Increase)/decrease in interest and dividends receivable
( 2,677 )
( 3,153 )
(Increase)/decrease in receivable for principal payments on investments
( 189 )
( 79 )
Increase/(decrease) in excise tax payable
( 101 )
-
(Increase)/decrease in prepaid expenses and other assets
53
64
Increase/(decrease) in payable for investments purchased
299,692
( 956 )
Increase/(decrease) in management fees payable
526
270
Increase/(decrease) in incentive fee payable
2,631
2,138
Increase/(decrease) in accrued other general and administrative expenses
( 1,007 )
( 587 )
Net cash used in operating activities
( 91,033 )
( 76,890 )
Cash Flows from Financing Activities:
Borrowings/(payments) on Corporate Credit Facility, net
( 36,000 )
28,000
Borrowings on Revolving Funding Facility, net
13,000
75,000
Borrowings/(payments) on Revolving Funding Facility II, net
( 3,000 )
-
Payments on Subscription and Credit Agreement, net
( 10,750 )
( 16,000 )
Payments of debt issuance costs
( 105 )
( 67 )
Deposits for issuance of common shares
29,025
7,110
Dividends paid in cash
( 20,477 )
( 14,473 )
Proceeds from issuance of common shares
118,689
-
Net cash provided by financing activities
90,382
79,570
Net increase (decrease) in cash and cash equivalents
( 651 )
2,680
Cash and cash equivalents, beginning of period
34,069
8,526
Cash and cash equivalents, end of period
$ 33,418
$ 11,206
Supplemental and Non-Cash Information:
Interest paid during the period
$ 15,783
$ 11,213
Non-cash financing activities not included herein consisted of reinvestment of dividends
$ 1,573
$ 955
See
accompanying notes to consolidated financial statements.
4
Kayne
Anderson BDC, Inc.
Consolidated
Schedule of Investments
As
of March 31, 2024
(amounts in 000's, except number of shares, units)
(Unaudited)
Maturity
Principal
/
Amortized
Fair
Percentage
Portfolio
Company (1)
Footnotes
Investment
(2)
Interest
Rate
Date
Par
Cost (3)(4)
Value
of Net Assets
Debt
and Equity Investments
Debt Investments
Aerospace
& defense
Basel
U.S. Acquisition Co., Inc. (IAC)
(5)(6)
First
lien senior secured revolving loan
11.47 % (S + 6.00 %)
12/5/2028
$ -
$ -
$ -
0.0 %
First
lien senior secured loan
11.47 % (S + 6.00 %)
12/5/2028
18,448
18,036
18,724
2.3 %
Fastener
Distribution Holdings, LLC
(5)
First
lien senior secured loan
11.95 % (S + 6.50 %)
10/1/2025
20,443
20,096
20,443
2.5 %
First
lien senior secured delayed draw loan
11.95 % (S + 6.50 %)
10/1/2025
9,075
8,998
9,075
1.1 %
Precinmac
(US) Holdings, Inc.
(5)
First
lien senior secured loan
11.43 % (S + 6.00 %)
8/31/2027
5,339
5,273
5,312
0.7 %
First
lien senior secured delayed draw loan
11.43 % (S + 6.00 %)
8/31/2027
1,099
1,085
1,094
0.1 %
TransDigm
Inc
(5)
First
lien senior secured loan
8.06 % (S + 2.75 %)
8/24/2028
10,060
10,114
10,091
1.3 %
Vitesse
Systems Parent, LLC
(5)
First
lien senior secured loan
12.44 % (S + 7.00 %)
12/22/2028
31,130
30,388
31,130
3.8 %
95,594
93,990
95,869
11.8 %
Automobile
components
Clarios
Global LP
(5)(6)
First
lien senior secured loan
8.33 % (S + 3.00 %)
5/6/2030
10,060
10,102
10,076
1.3 %
Speedstar
Holding LLC
(5)
First
lien senior secured loan
12.74 % (S + 7.25 %)
1/22/2027
4,846
4,791
4,820
0.6 %
First
lien senior secured loan
12.71 % (S + 7.25 %)
1/22/2027
1,152
1,126
1,147
0.1
%
First
lien senior secured delayed draw loan
12.74 % (S + 7.25 %)
1/22/2027
271
265
269
0.0 %
Vehicle
Accessories, Inc.
(5)
First
lien senior secured loan
10.94 % (S + 5.50 %)
11/30/2026
26,626
26,341
26,626
3.3 %
First
lien senior secured revolving loan
10.94 % (S + 5.50 %)
11/30/2026
688
666
688
0.1 %
43,643
43,291
43,626
5.4 %
Biotechnology
Alcami
Corporation (Alcami)
(5)
First
lien senior secured delayed draw loan
12.47 % (S + 7.00 %)
12/21/2028
853
804
870
0.1 %
First
lien senior secured revolving loan
12.49 % (S + 7.00 %)
12/21/2028
-
-
-
0.0 %
First
lien senior secured loan
12.49 % (S + 7.00 %)
12/21/2028
11,618
11,284
11,850
1.5 %
12,471
12,088
12,720
1.6 %
Building
products
Eastern
Wholesale Fence
(5)
First
lien senior secured loan
13.45 % (S + 8.00 %)
10/30/2025
18,624
18,176
18,624
2.3 %
First
lien senior secured revolving loan
13.47 % (S + 8.00 %)
10/30/2025
1,134
1,128
1,134
0.1 %
Ruff
Roofers Buyer, LLC
(5)
First
lien senior secured loan
11.08 % (S + 5.75 %)
11/19/2029
7,168
6,902
7,240
0.9 %
First
lien senior secured delayed draw loan
11.08 % (S + 5.75 %)
11/18/2024
-
-
-
0.0 %
First
lien senior secured delayed draw loan
11.08 % (S + 5.75 %)
11/17/2025
-
-
-
0.0 %
First
lien senior secured revolving loan
11.08 % (S + 5.75 %)
11/19/2029
-
-
0.0 %
26,926
26,206
26,998
3.3 %
Capital markets
Atria
Wealth Solutions, Inc.
(5)
First
lien senior secured loan
12.07 % (S + 6.50 %)
5/31/2024
5,074
5,070
5,074
0.6 %
First
lien senior secured delayed draw loan
12.07 % (S + 6.50 %)
5/31/2024
3,210
3,206
3,210
0.4 %
8,284
8,276
8,284
1.0 %
Chemicals
AkzoNobel
Specialty Chemicals
(5)
First
lien senior secured loan
9.42 % (S + 4.00 %)
4/3/2028
10,035
10,097
10,050
1.2 %
FAR
Technologies Holdings, Inc.(f/k/a Cyalume Technologies Holdings, Inc.)
(5)
First
lien senior secured loan
10.56 % (S + 5.00 %)
8/30/2024
1,274
1,272
1,274
0.2 %
Fralock
Buyer LLC
(5)
First
lien senior secured loan
11.56 % (S + 6.00 %)
3/31/2025
11,648
11,644
11,561
1.4 %
First
lien senior secured revolving loan
11.56 % (S + 6.00 %)
3/31/2025
449
449
446
0.1 %
Shrieve
Chemical Company, LLC
(5)
First
lien senior secured loan
11.80 % (S + 6.38 %)
12/2/2024
8,680
8,606
8,680
1.1 %
USALCO,
LLC
(5)
First
lien senior secured loan
11.56 % (S + 6.00 %)
10/19/2027
18,939
18,655
19,081
2.3 %
First
lien senior secured revolving loan
11.44 % (S + 6.00 %)
10/19/2026
1,494
1,468
1,505
0.2 %
52,519
52,191
52,597
6.5 %
See
accompanying notes to consolidated financial statements.
5
Kayne
Anderson BDC, Inc.
Consolidated
Schedule of Investments
As
of March 31, 2024
(amounts in 000's, except number of shares, units)
(Unaudited)
Maturity
Principal
/
Amortized
Fair
Percentage
Portfolio
Company (1)
Footnotes
Investment
(2)
Interest
Rate
Date
Par
Cost (3)(4)
Value
of Net Assets
Commercial
services & supplies
Advanced
Environmental Monitoring
(5)(7)
First
lien senior secured loan
11.96 % (S + 6.50 %)
1/29/2026
10,158
10,014
10,158
1.3 %
Alight
Solutions (Tempo Acquisition LLC)
(5)
First
lien senior secured loan
8.08 % (S + 2.75 %)
8/31/2028
10,035
10,076
10,060
1.2 %
Allentown,
LLC
(5)
First
lien senior secured loan
11.43 % (S + 6.00 %)
4/22/2027
7,566
7,519
7,604
0.9 %
First
lien senior secured delayed draw loan
11.43 % (S + 6.00 %)
4/22/2027
1,367
1,352
1,374
0.2 %
First
lien senior secured revolving loan
11.43 % (S + 6.00 %)
4/22/2027
-
-
-
0.0 %
American
Equipment Holdings LLC
(5)
First
lien senior secured loan
11.86 % (S + 6.00 %)
11/5/2026
19,994
19,733
19,994
2.5 %
First
lien senior secured loan
11.59 % (S + 6.00 %)
11/5/2026
2,639
2,586
2,639
0.3 %
First
lien senior secured delayed draw loan
11.86 % (S + 6.00 %)
11/5/2026
6,223
6,089
6,223
0.8 %
First
lien senior secured delayed draw loan
11.51 % (S + 6.00 %)
11/5/2026
4,956
4,898
4,956
0.6 %
First
lien senior secured revolving loan
11.86 % (S + 6.00 %)
11/5/2026
-
-
-
0.0 %
Arborworks
Acquisition LLC
(5)(8)(9)(10)
First
lien senior secured loan
11/9/2028
4,688
4,688
4,688
0.6 %
First
lien senior secured revolving loan
11/9/2028
2,345
2,345
2,345
0.3 %
BLP
Buyer, Inc. (Bishop Lifting Products)
(5)
First
lien senior secured loan
11.08 % (S + 5.75 %)
12/22/2029
26,099
25,601
26,360
3.2 %
First
lien senior secured delayed draw loan
11.08 % (S + 5.75 %)
12/22/2029
637
601
644
0.1 %
First
lien senior secured revolving loan
11.08 % (S + 5.75 %)
12/22/2029
273
202
275
0.0 %
Gusmer
Enterprises, Inc.
(5)
First
lien senior secured loan
11.94 % (S + 6.50 %)
5/7/2027
4,735
4,675
4,735
0.5 %
First
lien senior secured delayed draw loan
11.94 % (S + 6.50 %)
5/7/2027
7,931
7,789
7,931
1.0 %
First
lien senior secured revolving loan
11.94 % (S + 6.50 %)
5/7/2027
-
-
-
0.0 %
PMFC
Holding, LLC
(5)
First
lien senior secured loan
12.98 % (S + 7.50 %)
7/31/2025
5,547
5,434
5,547
0.7 %
First
lien senior secured delayed draw loan
12.96 % (S + 7.50 %)
7/31/2025
2,782
2,780
2,782
0.3 %
First
lien senior secured revolving loan
12.97 % (S + 7.50 %)
7/31/2025
547
547
547
0.1 %
Regiment
Security Partners LLC
(5)
First
lien senior secured loan
15.48 % (S + 8.00 %)
9/15/2026
6,364
6,297
6,364
0.8 %
First
lien senior secured delayed draw loan
15.48 % (S + 8.00 %)
9/15/2026
2,602
2,583
2,602
0.3 %
First
lien senior secured revolving loan
15.48 % (S + 8.00 %)
9/15/2026
1,448
1,429
1,448
0.2 %
128,936
127,238
129,276
15.9 %
Construction
materials
Quikrete
Holdings Inc
(5)
First
lien senior secured loan
8.19 % (S + 2.25 %)
3/19/2029
14,962
14,962
14,962
1.8 %
Containers
& packaging
Carton
Packaging Buyer, Inc. (Century Box)
(5)
First
lien senior secured loan
11.31 % (S + 6.00 %)
10/30/2028
24,200
23,572
24,201
3.0 %
First
lien senior secured revolving loan
11.31 % (S + 6.00 %)
10/30/2028
-
-
-
0.0 %
Drew
Foam Companies, Inc.
(5)
First
lien senior secured loan
12.70 % (S + 7.25 %)
11/5/2025
7,034
6,986
6,981
0.9 %
First
lien senior secured loan
12.72 % (S + 7.25 %)
11/5/2025
19,993
19,768
19,843
2.4 %
FCA,
LLC (FCA Packaging)
(5)
First
lien senior secured loan
11.59 % (S + 6.50 %)
7/18/2028
18,673
18,460
18,860
2.3 %
First
lien senior secured revolving loan
14.00 % (P + 5.50 %)
7/18/2028
1,780
1,751
1,798
0.2 %
Innopak
Industries, Inc.
(5)
First
lien senior secured loan
11.68 % (S + 6.25 %)
3/5/2027
28,154
27,538
28,154
3.5 %
99,834
98,075
99,837
12.3 %
See
accompanying notes to consolidated financial statements.
6
Kayne
Anderson BDC, Inc.
Consolidated
Schedule of Investments
As
of March 31, 2024
(amounts in 000's, except number of shares, units)
(Unaudited)
Maturity
Principal
/
Amortized
Fair
Percentage
Portfolio
Company (1)
Footnotes
Investment
(2)
Interest
Rate
Date
Par
Cost (3)(4)
Value
of Net Assets
Diversified
consumer services
Fugue
Finance B.V.
(5)(6)
First
lien senior secured loan
9.07 % (S + 3.75 %)
2/26/2031
3,000
3,000
3,005
0.4
%
Diversified
telecommunication services
Liberty
Global/Vodafone Ziggo
(5)(6)
First
lien senior secured loan
7.94 % (S + 2.50 %)
4/30/2028
10,060
9,951
9,907
1.2
%
Network
Connex (f/k/a NTI Connect, LLC)
(5)
First
lien senior secured loan
10.95 % (S + 5.50 %)
1/31/2026
5,182
5,130
5,182
0.6
%
Virgin
Media Bristor LLC
(5)
First
lien senior secured loan
7.94 % (S + 2.50 %)
1/31/2028
17,500
17,312
17,222
2.2
%
32,742
32,393
32,311
4.0
%
Electrical
equipment
Westinghouse
(Wec US Holdings LTD)
(5)
First
lien senior secured loan
8.08 % (S + 2.75 %)
1/25/2031
10,060
10,073
10,045
1.2
%
Entertainment
UFC
Holdings LLC
(5)
First
lien senior secured loan
8.34 % (S + 2.75 %)
4/29/2026
17,450
17,494
17,472
2.2
%
Food
products
BC
CS 2, L.P. (Cuisine Solutions)
(5)(6)(11)
13.55 % (S + 8.00 %)
7/8/2028
21,555
21,090
21,986
2.7
%
BR
PJK Produce, LLC (Keany)
(5)
First
lien senior secured loan
11.45 % (S + 6.00 %)
11/14/2027
29,490
28,932
29,711
3.7
%
First
lien senior secured delayed draw loan
11.48 % (S + 6.00 %)
11/14/2027
2,930
2,812
2,952
0.4
%
CCFF
Buyer, LLC (California Custom Fruits & Flavors, LLC)
(5)
First
lien senior secured loan
11.00 % (S + 5.75 %)
2/26/2030
13,966
13,469
13,966
1.7
%
First
lien senior secured delayed draw loan
11.00 % (S + 5.75 %)
2/26/2026
-
-
-
0.0
%
First
lien senior secured revolving loan
11.00 % (S + 5.75 %)
2/26/2030
-
-
-
0.0
%
City
Line Distributors, LLC
(5)
First
lien senior secured loan
11.42 % (S + 6.00 %)
8/31/2028
8,873
8,673
8,962
1.1
%
First
lien senior secured delayed draw loan
11.43 % (S + 6.00 %)
8/31/2028
3,636
3,522
3,672
0.5
%
First
lien senior secured revolving loan
11.42 % (S + 6.00 %)
8/31/2028
-
-
-
0.0
%
Gulf
Pacific Holdings, LLC
(5)
First
lien senior secured loan
11.45 % (S + 6.00 %)
9/30/2028
20,129
19,811
20,028
2.5
%
First
lien senior secured delayed draw loan
11.48 % (S + 6.00 %)
9/30/2028
1,697
1,618
1,689
0.2
%
First
lien senior secured revolving loan
11.49 % (S + 6.00 %)
9/30/2028
2,697
2,607
2,683
0.3
%
IF&P
Foods, LLC (FreshEdge)
(5)
First
lien senior secured loan
10.88 % (S + 5.63 %)
10/3/2028
27,176
26,640
26,836
3.3
%
First
lien senior secured loan
11.26 % (S + 6.00 %)
10/3/2028
216
211
216
0.0
%
First
lien senior secured delayed draw loan
10.88 % (S + 5.63 %)
10/3/2028
4,035
3,963
3,984
0.5
%
First
lien senior secured revolving loan
10.95 % (S + 5.63 %)
10/3/2028
2,851
2,786
2,816
0.3
%
J&K
Ingredients, LLC
(5)
First
lien senior secured loan
11.58 % (S + 6.25 %)
11/16/2028
11,552
11,280
11,609
1.4
%
Siegel
Egg Co., LLC
(5)
First
lien senior secured loan
11.93 % (S + 6.50 %)
12/29/2026
14,532
14,380
13,588
1.7
%
First
lien senior secured revolving loan
11.93 % (S + 6.50 %)
12/29/2026
2,594
2,561
2,425
0.3
%
Worldwide
Produce Acquisition, LLC
(5)
First
lien senior secured delayed draw loan
11.56 % (S + 6.25 %)
1/18/2029
559
545
554
0.1
%
First
lien senior secured delayed draw loan
11.56 % (S + 6.25 %)
1/18/2029
464
437
460
0.1
%
First
lien senior secured revolving loan
11.56 % (S + 6.25 %)
1/18/2029
-
-
-
0.0
%
First
lien senior secured loan
11.56 % (S + 6.25 %)
1/18/2029
2,853
2,781
2,825
0.3
%
171,805
168,118
170,962
21.1
%
See
accompanying notes to consolidated financial statements.
7
Kayne
Anderson BDC, Inc.
Consolidated
Schedule of Investments
As
of March 31, 2024
(amounts in 000's, except number of shares, units)
(Unaudited)
Maturity
Principal
/
Amortized
Fair
Percentage
Portfolio
Company (1)
Footnotes
Investment
(2)
Interest
Rate
Date
Par
Cost (3)(4)
Value
of Net Assets
Health
care providers & services
Brightview,
LLC
(5)
First lien senior secured loan
11.44 % (S + 6.00 %)
12/14/2026
12,837
12,825
12,709
1.6 %
First lien senior secured delayed
draw loan
11.44 % (S + 6.00 %)
12/14/2026
1,714
1,711
1,697
0.2 %
First lien senior secured revolving
loan
11.44 % (S + 6.00 %)
12/14/2026
194
189
192
0.0 %
Guardian
Dentistry Partners
(5)
First lien senior secured loan
11.94 % (S + 6.50 %)
8/20/2026
8,037
7,921
8,037
1.0 %
First lien senior secured delayed
draw loan
11.94 % (S + 6.50 %)
8/20/2026
15,643
15,445
15,643
1.9 %
First lien senior secured delayed
draw loan
11.94 % (S + 6.50 %)
8/20/2026
5,794
5,794
5,794
0.7 %
Guided
Practice Solutions: Dental, LLC (GPS)
(5)
First lien senior secured delayed
draw loan
11.69 % (S + 6.25 %)
12/28/2028
8,153
7,764
8,214
1.0 %
Light
Wave Dental Management LLC
(5)
First lien senior secured revolving
loan
12.30 % (S + 7.00 %)
6/30/2029
3,009
2,930
3,031
0.4 %
First lien senior secured loan
12.30 % (S + 7.00 %)
6/30/2029
22,367
21,798
22,534
2.8 %
MVP
VIP Borrower, LLC
(5)
First lien senior secured loan
11.80 % (S + 6.50 %)
1/3/2029
19,627
19,167
19,627
2.4 %
First lien senior secured delayed
draw loan
11.81 % (S + 6.50 %)
1/3/2029
1,583
1,546
1,583
0.2 %
Refocus
Management Services, LLC
(5)
First lien senior secured loan
11.66 % (S + 6.25 %)
2/14/2029
18,359
17,693
18,359
2.3 %
First lien senior secured delayed
draw loan
11.66 % (S + 6.25 %)
8/14/2025
-
-
-
0.0 %
First lien senior secured revolving
loan
11.66 % (S + 6.25 %)
2/14/2029
-
-
-
0.0 %
SGA
Dental Partners Holdings, LLC
(5)
First lien senior secured loan
11.59 % (S + 6.00 %)
12/30/2026
11,797
11,646
11,797
1.4 %
First lien senior secured loan
11.56 % (S + 6.00 %)
12/30/2026
1,677
1,567
1,677
0.2 %
First lien senior secured delayed
draw loan
11.59 % (S + 6.00 %)
12/30/2026
10,996
10,861
10,996
1.4 %
First lien senior secured delayed
draw loan
11.59 % (S + 6.00 %)
12/31/2024
-
-
-
0.0 %
First
lien senior secured revolving loan
11.59 % (S + 6.00 %)
12/30/2026
-
-
-
0.0 %
141,787
138,857
141,890
17.5 %
Health
care equipment & supplies
LSL
Industries, LLC (LSL Healthcare)
(5)
First lien senior secured loan
12.44 % (S + 7.00 %)
11/3/2027
19,479
18,910
19,285
2.4 %
First lien senior secured delayed
draw loan
12.44 % (S + 7.00 %)
11/3/2024
-
-
-
0.0 %
First lien senior secured revolving
loan
12.44 % (S + 7.00 %)
11/3/2027
-
-
-
0.0 %
Medline
Borrower LP
(5)
First
lien senior secured loan
8.20 % (S + 2.75 %)
10/23/2028
10,060
10,106
10,081
1.2 %
29,539
29,016
29,366
3.6 %
See accompanying
notes to consolidated financial statements.
8
Kayne
Anderson BDC, Inc.
Consolidated
Schedule of Investments
As
of March 31, 2024
(amounts in 000's, except number of shares, units)
(Unaudited)
Maturity
Principal
/
Amortized
Fair
Percentage
Portfolio
Company (1)
Footnotes
Investment
(2)
Interest
Rate
Date
Par
Cost (3)(4)
Value
of Net Assets
Hotels,
restaurants & leisure
Inspire
Brands
(5)
First lien senior secured loan
8.18 % (S+ 2.75 %)
12/15/2027
10,060
10,085
10,059
1.3 %
Restaurant
Brands (1011778 BC ULC)
(5)(6)
First
lien senior secured loan
7.58 % (S+ 2.25 %)
9/23/2030
17,456
17,476
17,439
2.1 %
27,516
27,561
27,498
3.4 %
Household
durables
Curio
Brands, LLC
(5)
First lien senior secured loan
10.68 % (S + 5.25 %)
12/21/2027
17,128
16,833
17,000
2.1 %
First lien senior secured revolving
loan
10.68 % (S + 5.25 %)
12/21/2027
-
-
-
0.0 %
First
lien senior secured delayed draw loan
10.68 % (S + 5.25 %)
12/21/2027
4,111
4,111
4,080
0.5 %
21,239
20,944
21,080
2.6 %
Household
products
Home
Brands Group Holdings, Inc. (ReBath)
(5)
First lien senior secured loan
10.20 % (S + 4.75 %)
11/8/2026
16,738
16,534
16,738
2.1 %
First
lien senior secured revolving loan
10.20 % (S + 4.75 %)
11/8/2026
-
-
-
0.0 %
16,738
16,534
16,738
2.1 %
Insurance
Allcat
Claims Service, LLC
(5)
First lien senior secured loan
11.43 % (S + 6.00 %)
7/7/2027
7,697
7,586
7,697
0.9 %
First lien senior secured delayed
draw loan
11.43 % (S + 6.00 %)
7/7/2027
21,550
21,190
21,550
2.7 %
First lien senior secured revolving
loan
11.43 % (S + 6.00 %)
7/7/2027
-
-
-
0.0 %
AmWINS
Group Inc
(5)
First lien senior secured loan
7.69 % (S + 2.25 %)
2/19/2028
10,034
10,051
10,032
1.2 %
39,281
38,827
39,279
4.8 %
IT
services
Asurion
(5)
First lien senior secured loan
8.69 % (S+ 3.25 %)
12/23/2026
6,782
6,782
6,635
0.8
%
Domain
Information Services Inc. (Integris)
(5)
First lien senior secured loan
11.23 % (S + 5.75 %)
6/30/2026
20,392
20,114
20,392
2.5 %
Improving
Acquisition LLC
(5)
First lien senior secured loan
12.19 % (S + 6.50 %)
7/26/2027
31,571
31,099
31,413
3.9 %
First
lien senior secured revolving loan
12.19 % (S + 6.50 %)
7/26/2027
-
-
-
0.0 %
58,745
57,995
58,440
7.2
%
Leisure
products
BCI
Burke Holding Corp.
(5)
First lien senior secured loan
11.06 % (S + 5.50 %)
12/14/2027
14,432
14,296
14,720
1.8 %
First lien senior secured delayed
draw loan
11.06 % (S + 5.50 %)
12/14/2027
542
514
553
0.1 %
First lien senior secured revolving
loan
11.06 % (S + 5.50 %)
6/14/2027
-
-
-
0.0 %
MacNeill
Pride Group
(5)
First lien senior secured loan
11.81 % (S + 6.25 %)
4/22/2026
8,233
8,182
8,109
1.0 %
First lien senior secured delayed
draw loan
11.81 % (S + 6.25 %)
4/22/2026
3,269
3,234
3,220
0.4 %
First lien senior secured revolving
loan
11.81 % (S + 6.25 %)
4/22/2026
599
584
590
0.1 %
Pixel
Intermediate, LLC
(5)(6)
First lien senior secured loan
11.56 % (S + 6.25 %)
2/1/2029
20,880
20,369
20,880
2.6 %
First lien senior secured revolving
loan
11.59 % (S + 6.25 %)
2/1/2029
3,766
3,613
3,766
0.5 %
Trademark
Global LLC
(5)
First lien senior secured loan
12.93 % (S +5.75%, 1.50 % is PIK)
7/30/2024
11,850
11,838
10,606
1.3 %
First lien senior secured revolving
loan
12.93 % (S +5.75%, 1.50 % is PIK)
7/30/2024
2,642
2,636
2,364
0.3 %
VENUplus,
Inc. (f/k/a CTM Group, Inc.)
(5)
First
lien senior secured loan
12.24 % (S + 6.75 %)
11/30/2026
4,409
4,325
4,365
0.4 %
70,622
69,591
69,173
8.5 %
See accompanying
notes to consolidated financial statements.
9
Kayne
Anderson BDC, Inc.
Consolidated
Schedule of Investments
As
of March 31, 2024
(amounts in 000's, except number of shares, units)
(Unaudited)
Maturity
Principal
/
Amortized
Fair
Percentage
Portfolio
Company (1)
Footnotes
Investment
(2)
Interest
Rate
Date
Par
Cost (3)(4)
Value
of Net Assets
Machinery
PVI
Holdings, Inc
(5)
First lien senior
secured loan
11.79 % (S + 6.39 %)
1/18/2028
23,835
23,556
24,252
3.0 %
Techniks
Holdings, LLC / Eppinger Holdings Germany GMBH
(5)(6)
First lien senior secured loan
12.70 % (S + 7.25 %)
2/4/2025
24,750
24,481
24,688
3.1 %
First
lien senior secured revolving loan
11.71 % (S + 6.25 %)
2/4/2025
1,050
1,024
1,047
0.1 %
49,635
49,061
49,987
6.2 %
Media
Authentic
Brands
(5)
First lien senior secured loan
8.93 % (S + 3.50 %)
12/21/2028
10,034
10,089
10,066
1.2 %
Directv
Financing LLC
(5)
First
lien senior secured loan
10.44 % (S + 5.00 %)
8/2/2027
16,923
17,045
16,930
2.1 %
26,957
27,134
26,996
3.3 %
Personal
care products
DRS
Holdings III, Inc. (Dr. Scholl’s)
(5)
First lien senior secured loan
11.71 % (S + 6.25 %)
11/1/2025
10,973
10,930
10,946
1.4 %
First lien senior secured revolving
loan
11.68 % (S + 6.25 %)
11/1/2025
-
-
-
0.0 %
PH
Beauty Holdings III, Inc.
(5)
First lien senior secured loan
10.72 % (S + 5.00 %)
9/28/2025
9,417
9,277
9,205
1.1 %
Silk
Holdings III Corp. (Suave)
(5)
First
lien senior secured loan
13.06 % (S + 7.75 %)
5/1/2029
19,850
19,320
20,247
2.5 %
40,240
39,527
40,398
5.0 %
Pharmaceuticals
Foundation
Consumer Brands
(5)
First lien senior secured loan
11.73 % (S + 6.25 %)
2/12/2027
6,754
6,720
6,821
0.8 %
First lien senior secured revolving
loan
11.73 % (S + 6.25 %)
2/12/2027
-
-
-
0.0 %
Jazz
Pharmaceuticals
(5)(6)
First lien senior secured loan
8.44 % (S + 3.00 %)
5/5/2028
17,450
17,581
17,537
2.2 %
Organon
& Co
(5)(6)
First
lien senior secured loan
8.43 % (S + 3.00 %)
6/2/2028
17,500
17,579
17,544
2.2 %
41,704
41,880
41,902
5.2 %
Professional
services
4
Over International, LLC
(5)
First lien senior secured loan
12.43 % (S + 7.00 %)
12/7/2026
19,291
18,660
19,244
2.4 %
DISA
Holdings Corp. (DISA)
(5)
First lien senior secured delayed
draw loan
10.84 % (S + 5.50 %)
9/9/2028
8,372
8,124
8,372
1.0 %
First lien senior secured revolving
loan
10.84 % (S + 5.50 %)
9/9/2028
-
-
-
0.0 %
First lien senior secured loan
10.34 % (S + 5.50 %)
9/9/2028
1,317
1,298
1,317
0.2 %
First lien senior secured loan
10.34 % (S + 5.50 %)
9/9/2028
22,121
21,594
22,121
2.7 %
Dun
& Bradstreet Corp
(5)
First lien senior secured loan
8.08 % (S + 2.75 %)
1/18/2029
10,060
10,073
10,057
1.2 %
Envirotech
Services, LLC
(5)
First lien senior secured loan
11.32 % (S + 6.00 %)
1/18/2029
33,296
32,425
33,296
4.1 %
First
lien senior secured revolving loan
11.32 % (S + 6.00 %)
1/18/2029
-
-
-
0.0 %
94,457
92,174
94,407
11.6 %
See accompanying
notes to consolidated financial statements.
10
Kayne
Anderson BDC, Inc.
Consolidated
Schedule of Investments
As
of March 31, 2024
(amounts in 000's, except number of shares, units)
(Unaudited)
Maturity
Principal
/
Amortized
Fair
Percentage
Portfolio
Company (1)
Footnotes
Investment
(2)
Interest
Rate
Date
Par
Cost (3)(4)
Value
of Net Assets
Semiconductors
& semiconductor equipment
MKS
Instruments
(5)(6)
First
lien senior secured loan
7.82 % (S + 2.50 %)
8/17/2029
17,455
17,521
17,444
2.1 %
Software
AIDC
Intermediate Co 2, LLC (Peak Technologies)
(5)
First
lien senior secured loan
11.72 % (S + 6.25 %)
7/22/2027
34,563
33,710
34,908
4.3 %
Specialty
retail
Great
Outdoors Group, LLC
(5)
First lien senior secured loan
9.19 % (S + 3.75 %)
3/6/2028
17,455
17,505
17,453
2.2 %
Harbor
Freight Tools USA Inc
(5)
First lien senior secured loan
8.19 % (S + 2.75 %)
10/19/2027
17,500
17,513
17,482
2.1 %
Sundance
Holdings Group, LLC
(5)(7)
First lien senior secured loan
14.98% (S + 8.00%),
1.50% is PIK
5/1/2024
9,367
9,319
9,063
1.1 %
First
lien senior secured delayed draw loan
14.98% (S + 8.00%), 1.50% is PIK
5/1/2024
3
3
4
0.0 %
44,325
44,340
44,002
5.4 %
Textiles,
apparel & luxury goods
American
Soccer Company, Incorporated (SCORE)
(5)
First lien senior secured loan
12.70 % (S + 7.25 %)
7/20/2027
29,741
29,275
28,923
3.6 %
First lien senior secured revolving
loan
12.72 % (S + 7.25 %)
7/20/2027
2,838
2,781
2,760
0.3 %
BEL
USA, LLC
(5)
First lien senior secured loan
12.48 % (S + 7.00 %)
6/2/2026
5,786
5,760
5,786
0.7 %
First lien senior secured loan
12.48 % (S + 7.00 %)
6/2/2026
95
95
95
0.0 %
YS
Garments, LLC
(5)
First
lien senior secured loan
12.92 % (S + 7.50 %)
8/9/2026
6,792
6,712
6,673
0.8 %
45,252
44,623
44,237
5.4 %
Trading
companies & distributors
BCDI
Meteor Acquisition, LLC (Meteor)
(5)
First lien senior secured loan
12.40 % (S + 7.00 %)
6/29/2028
16,256
15,931
16,418
2.0 %
Broder
Bros., Co.
(5)
First lien senior secured loan
11.56 % (S+ 6.00 %)
12/4/2025
4,583
4,410
4,583
0.6 %
CGI
Automated Manufacturing, LLC
(5)
First lien senior secured loan
12.56 % (S + 7.00 %)
12/17/2026
20,377
19,775
20,377
2.5 %
First lien senior secured loan
12.56 % (S + 7.00 %)
12/17/2026
6,637
6,526
6,637
0.8 %
First lien senior secured delayed
draw loan
12.56 % (S + 7.00 %)
12/17/2026
3,592
3,496
3,592
0.4 %
First lien senior secured revolving
loan
12.57 % (S + 7.00 %)
12/17/2026
1,007
930
1,008
0.1 %
EIS
Legacy, LLC
(5)
First lien senior secured loan
11.19 % (S + 5.75 %)
11/1/2027
18,018
17,685
18,018
2.2 %
First lien senior secured loan
11.17 % (S + 5.75 %)
11/1/2027
9,642
9,467
9,642
1.2 %
First lien senior secured delayed
draw loan
11.19 % (S + 5.75 %)
4/20/2025
-
-
-
0.0 %
First lien senior secured revolving
loan
11.19 % (S + 5.75 %)
11/1/2027
-
-
-
0.0 %
Engineered
Fastener Company, LLC (EFC International)
(5)
First lien senior secured loan
11.95 % (S + 6.50 %)
11/1/2027
23,545
23,080
24,133
3.0 %
Genuine
Cable Group, LLC
(5)
First lien senior secured loan
11.18 % (S + 5.75 %)
11/1/2026
28,983
28,322
28,911
3.6 %
First lien senior secured loan
11.18 % (S + 5.75 %)
11/1/2026
5,492
5,347
5,478
0.7 %
I.D.
Images Acquisition, LLC
(5)
First lien senior secured loan
11.70 % (S + 6.25 %)
7/30/2026
13,615
13,512
13,615
1.7 %
First lien senior secured delayed
draw loan
11.70 % (S + 6.25 %)
7/30/2026
2,479
2,447
2,479
0.3 %
First lien senior secured loan
11.68 % (S + 6.25 %)
7/30/2026
4,510
4,451
4,510
0.6 %
First lien senior secured loan
11.70 % (S + 6.25 %)
7/30/2026
1,041
1,031
1,041
0.1 %
First lien senior secured revolving
loan
11.70 % (S + 6.25 %)
7/30/2026
-
-
-
0.0 %
See accompanying
notes to consolidated financial statements.
11
Kayne
Anderson BDC, Inc.
Consolidated
Schedule of Investments
As
of March 31, 2024
(amounts in 000's, except number of shares, units)
(Unaudited)
Maturity
Principal
/
Amortized
Fair
Percentage
Portfolio
Company (1)
Footnotes
Investment
(2)
Interest
Rate
Date
Par
Cost (3)(4)
Value
of Net Assets
Krayden
Holdings, Inc.
(5)
First lien senior secured
delayed draw loan
11.15 % (S + 5.75 %)
3/1/2025
-
-
-
0.0
%
First lien senior secured
delayed draw loan
11.15 % (S + 5.75 %)
3/1/2025
-
-
-
0.0
%
First lien senior secured
revolving loan
11.15 % (S + 5.75 %)
3/1/2029
-
-
-
0.0
%
First lien senior secured
loan
11.15 % (S + 5.75 %)
3/1/2029
9,467
9,131
9,467
1.2
%
OAO
Acquisitions, Inc. (BearCom)
(5)
First lien senior secured
loan
11.58 % (S + 6.25 %)
12/27/2029
21,370
20,995
21,584
2.7
%
First lien senior secured
delayed draw loan
11.58 % (S + 6.25 %)
12/27/2025
-
-
-
0.0
%
First lien senior secured
revolving loan
11.58 % (S + 6.25 %)
12/27/2029
-
-
-
0.0
%
United
Safety & Survivability Corporation (USSC)
(5)
First lien senior secured
loan
11.96 % (S + 6.50 %)
9/30/2027
12,404
12,135
12,404
1.4
%
First lien senior secured
loan
11.98 % (S + 6.50 %)
9/28/2027
1,603
1,492
1,603
0.2
%
First lien senior secured
delayed draw loan
11.98 % (S + 6.50 %)
9/30/2027
3,153
3,106
3,153
0.4
%
First lien senior secured
revolving loan
11.98 % (S + 6.50 %)
9/30/2027
1,339
1,329
1,339
0.2
%
Univar
(Windsor Holdings LLC)
(5)
First lien senior secured
loan
9.33 % (S + 4.00 %)
8/1/2030
10,035
10,102
10,054
1.2
%
219,148
214,700
220,046
27.1
%
Wireless
telecommunication services
Centerline
Communications, LLC
(5)
First lien senior secured
loan
12.48%
(S + 6.00%), 1.00% is PIK
8/10/2027
14,945
14,726
13,936
1.8
%
First lien senior secured
loan
13.48 % (S + 8.00 %)
8/10/2027
852
831
795
0.1
%
First lien senior secured
delayed draw loan
12.48%
(S + 6.00%), 1.00% is PIK
8/10/2027
7,044
6,942
6,568
0.8
%
First lien senior secured
delayed draw loan
12.48%
(S + 6.00%), 1.00% is PIK
8/10/2027
6,202
6,103
5,783
0.7
%
First lien senior secured
revolving loan
12.48%
(S + 6.00%), 1.00% is PIK
8/10/2027
1,805
1,780
1,805
0.2
%
First lien senior secured
loan
12.48%
(S + 6.00%), 1.00% is PIK
8/10/2027
1,020
995
952
0.1
%
31,868
31,377
29,839
3.7
%
Total
Debt Investments
1,769,297
1,742,767
1,765,594
217.5
%
See
accompanying notes to consolidated financial statements.
12
Kayne
Anderson BDC, Inc.
Consolidated
Schedule of Investments
As
of March 31, 2024
(amounts in 000's, except number of shares, units)
(Unaudited)
Number of
Fair
Percentage
Footnotes
Shares/Units
Cost
Value
of Net Assets
Equity Investments(10)
Automobile components
Vehicle Accessories, Inc. - Class A common
(12)
128,250
-
355
0.1
%
Vehicle Accessories, Inc. - preferred
(12)
250,000
250
298
0.0
%
250
653
0.1
%
Commercial services & supplies
American Equipment Holdings LLC - Class A units
(13)
426
284
639
0.1
%
BLP Buyer, Inc. (Bishop Lifting Products) - Class A common
(14)
582,469
652
1,200
0.1
%
Arborworks Acquisition LLC - Class A preferred units
(10)
21,716
9,179
9,166
1.1
%
Arborworks Acquisition LLC - Class B preferred units
(10)
21,716
-
-
0.0
%
Arborworks Acquisition LLC - Class A common units
(10)
2,604
-
-
0.0
%
10,115
11,005
1.3
%
Food products
BC CS 2, L.P. (Cuisine Solutions)
(6)(11)
2,000,000
2,000
2,834
0.4
%
CCFF Parent, LLC (California Custom Fruits & Flavors, LLC) – Class A-1 units
(15)
750
750
750
0.1
%
City Line Distributors, LLC - Class A units
(15)
669,866
670
777
0.1
%
Gulf Pacific Holdings, LLC - Class A common
(13)
250
250
137
0.0
%
Gulf Pacific Holdings, LLC - Class C common
(13)
250
-
-
0.0
%
IF&P Foods, LLC (FreshEdge) - Class A preferred
(13)
750
750
905
0.1
%
IF&P Foods, LLC (FreshEdge) - Class B common
(13)
750
-
-
0.0
%
Siegel
Parent, LLC – common
(16)
250
250
72
0.0
%
Siegel Parent, LLC - Convertible note
(16)
17
17
17
0.0
%
4,687
5,492
0.7
%
Healthcare equipment & supplies
LSL
Industries, LLC (LSL Healthcare) – common
(13)
7,500
750
516
0.1
%
IT services
Domain
Information Services Inc. (Integris) – common
250,000
250
344
0.0
%
Specialty retail
Sundance Direct Holdings, Inc. - common
21,479
-
-
0.0
%
Textiles, apparel & luxury goods
American
Soccer Company, Incorporated (SCORE) – common
(16)
1,000,000
1,000
441
0.1
%
Total Equity Investments
17,052
18,451
2.3
%
Total Debt and Equity Investments
1,759,819
1,784,045
219.8
%
Number of
Fair
Percentage
Footnotes
Shares
Cost
Value
of Net Assets
Short-Term Investments
Morgan Stanley Institutional Liquidity Fund, Institutional Class, 5.16%
(17)
10,868,089
10,868
10,868
1.3 %
Total Short-Term Investments
10,868,089
10,868
10,868
1.3 %
Total Investments
$ 1,770,687
$ 1,794,913
221.1 %
Liabilities in Excess of Other Assets
( 983,356 )
( 121.1 )%
Net Assets
$ 811,557
100.0 %
(1) As of March 31, 2024, 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) Debt investments are pledged to the Company’s credit facilities, and a single debt investment may be divided into parts that are individually pledged to separate credit facilities.
(3) 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.
See
accompanying notes to consolidated financial statements.
13
Kayne
Anderson BDC, Inc.
Consolidated
Schedule of Investments
As
of March 31, 2024
(amounts in 000's, except number of shares, units)
(Unaudited)
(4) As
of March 31, 2024, the tax cost of the Company’s investments approximates their amortized cost.
(5) 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 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”).
(6) 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 March 31,
2024, 10.1% of the Company’s total assets were in non-qualifying investments.
(7) 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.
(8) Debt investment on non-accrual status as of March 31, 2024.
(9) Non-income producing investment.
(10) In November 2023, the Company completed a restructure of the investment in Arborworks Acquisition LLC whereby the existing term loan and revolver were restructured to a new term loan and preferred and common equity. KABDC Corp II, LLC, a wholly owned subsidiary of the Company, holds the preferred and common equity of Arborworks Acquisition LLC that the Company owns following this restructure.
(11)
The Company has a senior secured loan in an investment vehicle (BC CS 2, L.P.) that is collateralized by a preferred stock investment in Cuisine Solutions, Inc..
(12) The
Company owns 0.19% of the common equity and 0.43% of the preferred equity of Vehicle Accessories, Inc.
(13) The
Company owns 26.81% 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.
(14) The
Company owns 0.53% of the common equity BLP Buyer, Inc. (Bishop Lifting Products).
(15) KABDC
Corp, LLC, a wholly owned subsidiary of the Company, owns 0.62% of the common equity of City Line Distributors, LLC and 0.75% of the
common equity of CCFF Parent, LLC (California Custom Fruits & Flavors, LLC).
(16) The
Company owns 25.31% 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.
(17) The
indicated rate is the yield as of March 31, 2024.
See
accompanying notes to consolidated financial statements.
14
Kayne
Anderson BDC, Inc.
Consolidated
Schedule of Investments
As
of December 31, 2023
(amounts
in 000’s, except number of shares, units)
Maturity
Principal /
Amortized
Fair
Percentage
Portfolio
Company (1)
Footnotes
Investment (2)
Interest Rate
Date
Par
Cost (3)(4)
Value
of Net Assets
Debt
and Equity Investments
Private
Credit Investments (5)
Aerospace
& defense
Basel
U.S. Acquisition Co., Inc. (IAC)
(6)
First
lien senior secured revolving loan
11.51 % (S + 6.00 %)
12/5/2028
$ -
$ -
$ -
0.0 %
First
lien senior secured loan
11.51 % (S + 6.00 %)
12/5/2028
18,494
18,066
18,679
2.7 %
Fastener
Distribution Holdings, LLC
First
lien senior secured loan
12.00 % (S + 6.50 %)
10/1/2025
20,494
20,090
20,494
3.0 %
First
lien senior secured delayed draw loan
12.00 % (S + 6.50 %)
10/1/2025
9,098
9,009
9,098
1.3 %
Precinmac
(US) Holdings, Inc.
First
lien senior secured loan
11.46 % (S + 6.00 %)
8/31/2027
5,352
5,281
5,272
0.8 %
First
lien senior secured delayed draw loan
11.46 % (S + 6.00 %)
8/31/2027
1,102
1,087
1,086
0.2 %
Vitesse
Systems Parent, LLC
First
lien senior secured loan
12.63 % (S + 7.00 %)
12/22/2028
31,208
30,430
31,208
4.6 %
85,748
83,963
85,837
12.6 %
Automobile
components
Speedstar
Holding LLC
First
lien senior secured loan
12.79 % (S + 7.25 %)
1/22/2027
6,012
5,925
5,982
0.9 %
First
lien senior secured delayed draw loan
12.78 % (S + 7.25 %)
1/22/2027
271
265
270
0.0 %
Vehicle
Accessories, Inc.
First
lien senior secured loan
10.72 % (S + 5.25 %)
11/30/2026
21,011
20,770
21,011
3.1 %
First
lien senior secured revolving loan
10.72 % (S + 5.25 %)
11/30/2026
-
-
-
0.0 %
27,294
26,960
27,263
4.0 %
Biotechnology
Alcami
Corporation (Alcami)
First
lien senior secured delayed draw loan
12.46 % (S + 7.00 %)
6/30/2024
-
-
-
0.0 %
First
lien senior secured revolving loan
12.46 % (S + 7.00 %)
12/21/2028
-
-
-
0.0 %
First
lien senior secured loan
12.46 % (S + 7.00 %)
12/21/2028
11,618
11,197
11,850
1.7 %
11,618
11,197
11,850
1.7 %
Building
products
Ruff
Roofers Buyer, LLC
First
lien senior secured loan
11.08 % (S + 5.75 %)
11/19/2029
7,186
6,910
7,186
1.1 %
First
lien senior secured delayed draw loan
11.08 % (S + 5.75 %)
11/17/2024
-
-
-
0.0 %
First
lien senior secured delayed draw loan
11.08 % (S + 5.75 %)
11/17/2025
-
-
-
0.0 %
First
lien senior secured revolving loan
11.08 % (S + 5.75 %)
11/19/2029
-
-
-
0.0 %
Eastern
Wholesale Fence
First
lien senior secured loan
13.50 % (S + 8.00 %)
10/30/2025
20,271
19,875
20,069
2.9 %
First
lien senior secured revolving loan
13.50 % (S + 8.00 %)
10/30/2025
368
364
365
0.0 %
27,825
27,149
27,620
4.0 %
Capital
markets
Atria
Wealth Solutions, Inc.
First
lien senior secured loan
11.97 % (S + 6.50 %)
5/31/2024
5,087
5,080
5,087
0.7 %
First
lien senior secured delayed draw loan
11.97 % (S + 6.50 %)
5/31/2024
3,218
3,211
3,218
0.5 %
8,305
8,291
8,305
1.2 %
Chemicals
FAR
Technologies Holdings, Inc.(f/k/a Cyalume Technologies Holdings, Inc.)
First
lien senior secured loan
10.61 % (S + 5.00 %)
8/30/2024
1,274
1,271
1,274
0.2 %
Fralock
Buyer LLC
First
lien senior secured loan
11.61 % (S + 6.00 %)
4/17/2024
11,654
11,628
11,567
1.7 %
First
lien senior secured revolving loan
11.61 % (S + 6.00 %)
4/17/2024
449
449
446
0.1 %
Shrieve
Chemical Company, LLC
First
lien senior secured loan
11.90 % (S + 6.38 %)
12/2/2024
8,720
8,628
8,720
1.3 %
USALCO,
LLC
First
lien senior secured loan
11.61 % (S + 6.00 %)
10/19/2027
18,989
18,684
18,989
2.8 %
First
lien senior secured revolving loan
11.47 % (S + 6.00 %)
10/19/2026
1,049
1,021
1,049
0.1 %
42,135
41,681
42,045
6.2 %
Commercial
services & supplies
Advanced
Environmental Monitoring
(7)
First
lien senior secured loan
12.01 % (S + 6.50 %)
1/29/2026
10,158
9,994
10,158
1.5 %
Allentown,
LLC
First
lien senior secured loan
11.46 % (S + 6.00 %)
4/22/2027
7,586
7,535
7,586
1.1 %
First
lien senior secured delayed draw loan
11.46 % (S + 6.00 %)
4/22/2027
1,370
1,354
1,370
0.2 %
First
lien senior secured revolving loan
13.50 % (P + 5.00 %)
4/22/2027
235
234
235
0.0 %
See
accompanying notes to consolidated financial statements.
15
Kayne
Anderson BDC, Inc.
Consolidated
Schedule of Investments
As
of December 31, 2023
(amounts
in 000’s, except number of shares, units)
Maturity
Principal /
Amortized
Fair
Percentage
Portfolio
Company (1)
Footnotes
Investment (2)
Interest Rate
Date
Par
Cost (3)(4)
Value
of Net Assets
American
Equipment Holdings LLC
First
lien senior secured loan
11.86 % (S + 6.00 %)
11/5/2026
20,045
19,812
19,945
2.9 %
First
lien senior secured delayed draw loan
11.88 % (S + 6.00 %)
11/5/2026
6,239
6,167
6,208
0.9 %
First
lien senior secured delayed draw loan
11.81 % (S + 6.00 %)
11/5/2026
4,969
4,905
4,944
0.7 %
First
lien senior secured revolving loan
11.74 % (S + 6.00 %)
11/5/2026
2,736
2,672
2,723
0.4 %
Arborworks
Acquisition LLC
(8)(9)(10)
First
lien senior secured loan
11/6/2028
4,688
4,688
4,688
0.7 %
First
lien senior secured revolving loan
11/6/2028
1,253
1,253
1,253
0.2 %
BLP
Buyer, Inc. (Bishop Lifting Products)
First
lien senior secured loan
11.11 % (S + 5.75 %)
12/22/2029
26,099
25,549
26,099
3.8 %
First
lien senior secured delayed draw loan
11.11 % (S + 5.75 %)
12/22/2025
-
-
-
0.0 %
First
lien senior secured revolving loan
11.11 % (S + 5.75 %)
12/22/2029
273
196
273
0.0 %
Gusmer
Enterprises, Inc.
First
lien senior secured loan
12.47 % (S + 7.00 %)
5/7/2027
4,747
4,682
4,735
0.7 %
First
lien senior secured delayed draw loan
12.47 % (S + 7.00 %)
5/7/2027
7,951
7,798
7,931
1.2 %
First
lien senior secured revolving loan
12.47 % (S + 7.00 %)
5/7/2027
-
-
-
0.0 %
PMFC
Holding, LLC
First
lien senior secured loan
13.02 % (S + 7.50 %)
7/31/2025
5,561
5,427
5,561
0.8 %
First
lien senior secured delayed draw loan
13.03 % (S + 7.50 %)
7/31/2025
2,789
2,787
2,789
0.4 %
First
lien senior secured revolving loan
13.03 % (S + 7.50 %)
7/31/2025
547
547
547
0.1 %
Regiment
Security Partners LLC
First
lien senior secured loan
13.52 % (S + 8.00 %)
9/15/2026
6,383
6,309
6,383
1.0 %
First
lien senior secured delayed draw loan
13.52 % (S + 8.00 %)
9/15/2026
2,609
2,588
2,609
0.4 %
First
lien senior secured revolving loan
13.52 % (S + 8.00 %)
9/15/2026
1,448
1,427
1,448
0.2 %
117,686
115,924
117,485
17.2 %
Containers
& packaging
Carton
Packaging Buyer, Inc. (Century Box)
First
lien senior secured loan
11.39 % (S + 6.00 %)
10/30/2028
24,261
23,605
24,262
3.6 %
First
lien senior secured revolving loan
11.39 % (S + 6.00 %)
10/30/2028
-
-
-
0.0 %
Drew
Foam Companies, Inc.
First
lien senior secured loan
12.75 % (S + 7.25 %)
11/5/2025
7,052
6,997
6,999
1.0 %
First
lien senior secured loan
12.80 % (S + 7.25 %)
11/5/2025
20,045
19,789
19,895
2.9 %
FCA,
LLC (FCA Packaging)
First
lien senior secured loan
11.90 % (S + 6.50 %)
7/18/2028
18,673
18,419
19,047
2.8 %
See
accompanying notes to consolidated financial statements.
16
Kayne
Anderson BDC, Inc.
Consolidated
Schedule of Investments
As
of December 31, 2023
(amounts
in 000’s, except number of shares, units)
Maturity
Principal /
Amortized
Fair
Percentage
Portfolio
Company (1)
Footnotes
Investment (2)
Interest Rate
Date
Par
Cost (3)(4)
Value
of Net Assets
First
lien senior secured revolving loan
11.90 % (S + 6.50 %)
7/18/2028
-
-
-
0.0 %
Innopak
Industries, Inc.
First
lien senior secured loan
11.71 % (S + 6.25 %)
3/5/2027
28,224
27,564
28,224
4.1 %
98,255
96,374
98,427
14.4 %
Diversified
telecommunication services
Network
Connex (f/k/a NTI Connect, LLC)
First
lien senior secured loan
11.00 % (S + 5.50 %)
1/31/2026
5,195
5,140
5,196
0.8 %
5,195
5,140
5,196
0.8 %
Food
products
BC
CS 2, L.P. (Cuisine Solutions)
(6)(11)
13.55 % (S + 8.00 %)
7/8/2028
21,555
21,063
21,555
3.2 %
BR
PJK Produce, LLC (Keany)
First
lien senior secured loan
11.50 % (S + 6.00 %)
11/14/2027
29,564
28,973
29,564
4.3 %
First
lien senior secured delayed draw loan
11.46 % (S + 6.00 %)
11/14/2027
2,938
2,812
2,938
0.4 %
City
Line Distributors, LLC
First
lien senior secured loan
11.47 % (S + 6.00 %)
8/31/2028
8,895
8,576
8,895
1.3 %
First
lien senior secured delayed draw loan
11.47 % (S + 6.00 %)
3/3/2025
-
-
-
0.0 %
First
lien senior secured revolving loan
11.47 % (S + 6.00 %)
8/31/2028
-
-
-
0.0 %
Gulf
Pacific Holdings, LLC
First
lien senior secured loan
11.25 % (S + 5.75 %)
9/30/2028
20,180
19,847
20,079
2.9 %
First
lien senior secured delayed draw loan
11.38 % (S + 5.75 %)
9/30/2028
1,701
1,618
1,693
0.2 %
First
lien senior secured revolving loan
11.29 % (S + 5.75 %)
9/30/2028
2,697
2,602
2,683
0.4 %
IF&P
Foods, LLC (FreshEdge)
First
lien senior secured loan
11.07 % (S + 5.63 %)
10/3/2028
27,245
26,684
26,904
4.0 %
First
lien senior secured loan
11.48 % (S + 6.00 %)
10/3/2028
216
211
213
0.0 %
First
lien senior secured delayed draw loan
11.07 % (S + 5.63 %)
10/3/2028
4,045
3,969
3,994
0.6 %
First
lien senior secured revolving loan
10.91 % (S + 5.63 %)
10/3/2028
1,759
1,690
1,737
0.3 %
J&K
Ingredients, LLC
First
lien senior secured loan
11.63 % (S + 6.25 %)
11/16/2028
11,581
11,295
11,581
1.7 %
Siegel
Egg Co., LLC
First
lien senior secured loan
11.99 % (S + 6.50 %)
12/29/2026
15,466
15,290
14,616
2.1 %
First
lien senior secured revolving loan
11.99 % (S + 6.50 %)
12/29/2026
2,594
2,557
2,451
0.4 %
Worldwide
Produce Acquisition, LLC
First
lien senior secured delayed draw loan
11.60 % (S + 6.25 %)
1/18/2029
631
587
625
0.1 %
First
lien senior secured delayed draw loan
11.60 % (S + 6.25 %)
4/18/2024
-
-
-
0.0 %
First
lien senior secured revolving loan
11.60 % (S + 6.25 %)
1/18/2029
198
190
196
0.0 %
First
lien senior secured loan
11.60 % (S + 6.25 %)
1/18/2029
2,860
2,786
2,832
0.4 %
154,125
150,750
152,556
22.3 %
Health
care providers & services
Brightview,
LLC
First
lien senior secured loan
11.47 % (S + 6.00 %)
12/14/2026
12,870
12,855
12,645
1.9 %
First
lien senior secured delayed draw loan
11.47 % (S + 6.00 %)
12/14/2026
1,719
1,714
1,689
0.3 %
First
lien senior secured revolving loan
11.47 % (S + 6.00 %)
12/14/2026
774
774
761
0.1 %
Guardian
Dentistry Partners
First
lien senior secured loan
11.97 % (S + 6.50 %)
8/20/2026
8,057
7,929
8,057
1.2 %
First
lien senior secured delayed draw loan
11.97 % (S + 6.50 %)
8/20/2026
15,682
15,464
15,682
2.3 %
First
lien senior secured delayed draw loan
11.97 % (S + 6.50 %)
8/20/2026
5,808
5,808
5,808
0.9 %
Guided
Practice Solutions: Dental, LLC (GPS)
First
lien senior secured delayed draw loan
11.72 % (S + 6.25 %)
12/29/2025
6,475
6,056
6,475
0.9 %
Light
Wave Dental Management LLC
First
lien senior secured revolving loan
12.35 % (S + 7.00 %)
6/30/2029
2,181
2,099
2,181
0.3 %
First
lien senior secured loan
12.35 % (S + 7.00 %)
6/30/2029
22,423
21,834
22,423
3.3 %
SGA
Dental Partners Holdings, LLC
First
lien senior secured loan
11.67 % (S + 6.00 %)
12/30/2026
11,828
11,683
11,828
1.7 %
First
lien senior secured loan
11.61 % (S + 6.00 %)
12/30/2026
1,681
1,563
1,681
0.2 %
First
lien senior secured delayed draw loan
11.67 % (S + 6.00 %)
12/30/2026
11,024
10,856
11,024
1.6 %
First
lien senior secured delayed draw loan
11.67 % (S + 6.00 %)
4/19/2024
-
-
-
0.0 %
First
lien senior secured revolving loan
11.67 % (S + 6.00 %)
12/30/2026
-
-
-
0.0 %
100,522
98,635
100,254
14.7 %
See
accompanying notes to consolidated financial statements.
17
Kayne
Anderson BDC, Inc.
Consolidated
Schedule of Investments
As
of December 31, 2023
(amounts
in 000’s, except number of shares, units)
Maturity
Principal /
Amortized
Fair
Percentage
Portfolio
Company (1)
Footnotes
Investment
(2)
Interest Rate
Date
Par
Cost (3)(4)
Value
of Net Assets
Health
care equipment & supplies
LSL
Industries, LLC (LSL Healthcare)
First
lien senior secured loan
12.15 % (S + 6.50 %)
11/3/2027
19,529
18,911
19,334
2.8 %
First
lien senior secured delayed draw loan
12.15 % (S + 6.50 %)
11/3/2024
-
-
-
0.0 %
First
lien senior secured revolving loan
12.15 % (S + 6.50 %)
11/3/2027
-
-
-
0.0 %
19,529
18,911
19,334
2.8 %
Household
durables
Curio
Brands, LLC
First
lien senior secured loan
10.96 % (S + 5.50 %)
12/21/2027
17,173
16,859
16,830
2.5 %
First
lien senior secured revolving loan
10.96 % (S + 5.50 %)
12/21/2027
-
-
-
0.0 %
First
lien senior secured delayed draw loan
10.96 % (S + 5.50 %)
12/21/2027
4,121
4,121
4,039
0.6 %
21,294
20,980
20,869
3.1 %
Household
products
Home
Brands Group Holdings, Inc. (ReBath)
First
lien senior secured loan
10.29 % (S + 4.75 %)
11/8/2026
17,052
16,826
16,967
2.5 %
First
lien senior secured revolving loan
10.29 % (S + 4.75 %)
11/8/2026
-
-
-
0.0 %
17,052
16,826
16,967
2.5 %
Insurance
Allcat
Claims Service, LLC
First
lien senior secured loan
11.53 % (S + 6.00 %)
7/7/2027
7,717
7,551
7,717
1.1 %
First
lien senior secured delayed draw loan
11.53 % (S + 6.00 %)
7/7/2027
21,605
21,266
21,605
3.2 %
First
lien senior secured revolving loan
11.53 % (S + 6.00 %)
7/7/2027
-
-
-
0.0 %
29,322
28,817
29,322
4.3 %
IT
services
Domain
Information Services Inc. (Integris)
First
lien senior secured loan
11.29 % (S + 5.75 %)
9/30/2025
20,444
20,122
20,342
3.0 %
Improving
Acquisition LLC
First
lien senior secured loan
12.22 % (S + 6.50 %)
7/26/2027
31,650
31,140
31,492
4.6 %
First
lien senior secured revolving loan
12.22 % (S + 6.50 %)
7/26/2027
-
-
-
0.0 %
52,094
51,262
51,834
7.6 %
Leisure
products
BCI
Burke Holding Corp.
First
lien senior secured loan
11.11 % (S + 5.50 %)
12/14/2027
15,373
15,219
15,603
2.3 %
First
lien senior secured delayed draw loan
11.11 % (S + 5.50 %)
12/14/2027
578
545
586
0.1 %
First
lien senior secured revolving loan
11.11 % (S + 5.50 %)
6/14/2027
-
-
-
0.0 %
VENUplus,
Inc. (f/k/a CTM Group, Inc.)
First
lien senior secured loan
12.29 % (S + 6.75 %)
11/30/2026
4,420
4,325
4,398
0.6 %
MacNeill
Pride Group
First
lien senior secured loan
11.86 % (S + 6.25 %)
4/22/2026
8,254
8,198
8,151
1.2 %
First
lien senior secured delayed draw loan
11.86 % (S + 6.25 %)
4/22/2026
3,277
3,221
3,236
0.5 %
First
lien senior secured revolving loan
11.86 % (S + 6.25 %)
4/22/2026
-
-
-
0.0 %
Trademark
Global LLC
First
lien senior secured loan
12.97 % (S +7.50%, 1.50 % is PIK)
7/30/2024
11,798
11,776
10,736
1.6 %
First
lien senior secured revolving loan
12.97 % (S +7.50%, 1.50 % is PIK)
7/30/2024
2,630
2,627
2,393
0.3 %
46,330
45,911
45,103
6.6 %
Machinery
Pennsylvania
Machine Works, LLC
First
lien senior secured loan
11.61 % (S + 6.00 %)
3/6/2027
1,908
1,896
1,908
0.3 %
PVI
Holdings, Inc
First
lien senior secured loan
12.16 % (S + 6.77 %)
1/18/2028
23,895
23,602
24,074
3.5 %
Techniks
Holdings, LLC / Eppinger Holdings Germany GMBH
(6)
First
lien senior secured loan
12.75 % (S + 7.25 %)
2/4/2025
24,812
24,468
24,688
3.6 %
First
lien senior secured revolving loan
11.80 % (S + 6.25 %)
2/4/2025
1,050
1,003
1,045
0.2 %
51,665
50,969
51,715
7.6 %
Personal
care products
DRS
Holdings III, Inc. (Dr. Scholl’s)
First
lien senior secured loan
11.71 % (S + 6.25 %)
11/1/2025
11,004
10,954
11,004
1.6 %
First
lien senior secured revolving loan
11.71 % (S + 6.25 %)
11/1/2025
-
-
-
0.0 %
PH
Beauty Holdings III, Inc.
First
lien senior secured loan
10.65 % (S + 5.00 %)
9/28/2025
9,442
9,278
9,183
1.3 %
Silk
Holdings III Corp. (Suave)
First
lien senior secured loan
13.10 % (S + 7.75 %)
5/1/2029
19,900
19,351
20,298
3.0 %
40,346
39,583
40,485
5.9 %
Pharmaceuticals
Foundation
Consumer Brands
First
lien senior secured loan
11.79 % (S + 6.25 %)
2/12/2027
6,781
6,744
6,832
1.0 %
First
lien senior secured revolving loan
11.79 % (S + 6.25 %)
2/12/2027
-
-
-
0.0 %
6,781
6,744
6,832
1.0 %
See
accompanying notes to consolidated financial statements.
18
Kayne
Anderson BDC, Inc.
Consolidated
Schedule of Investments
As
of December 31, 2023
(amounts
in 000’s, except number of shares, units)
Maturity
Principal
/
Amortized
Fair
Percentage
Portfolio
Company (1)
Footnotes
Investment (2)
Interest Rate
Date
Par
Cost (3)(4)
Value
of Net Assets
Professional
services
4
Over International, LLC
First
lien senior secured loan
12.46 % (S + 7.00 %)
12/7/2026
19,438
18,757
19,438
2.8 %
DISA
Holdings Corp. (DISA)
First
lien senior secured delayed draw loan
10.84 % (S + 5.50 %)
9/9/2028
3,714
3,578
3,714
0.5 %
First
lien senior secured revolving loan
10.84 % (S + 5.50 %)
9/9/2028
392
347
392
0.1 %
First
lien senior secured loan
10.84 % (S + 5.50 %)
9/9/2028
22,177
21,625
22,177
3.2 %
Universal
Marine Medical Supply International, LLC (Unimed)
First
lien senior secured loan
13.01 % (S + 7.50 %)
12/5/2027
13,527
13,253
13,527
2.0 %
First
lien senior secured revolving loan
13.00 % (S + 7.50 %)
12/5/2027
2,544
2,494
2,544
0.4 %
61,792
60,054
61,792
9.0 %
Software
AIDC
Intermediate Co 2, LLC (Peak Technologies)
First
lien senior secured loan
11.80 % (S + 6.25 %)
7/22/2027
34,650
33,736
34,650
5.1 %
Specialty
retail
Sundance
Holdings Group, LLC
(7)
First
lien senior secured loan
15.03 % (S + 9.50%, 1.50 % is PIK)
5/1/2024
9,210
9,022
8,911
1.3 %
First
lien senior secured delayed draw loan
15.03 % (S + 9.50%, 1.50 % is PIK)
5/1/2024
-
-
-
0.0 %
9,210
9,022
8,911
1.3 %
Textiles,
apparel & luxury goods
American
Soccer Company, Incorporated (SCORE)
First
lien senior secured loan
12.75 % (S + 7.25 %)
7/20/2027
29,816
29,317
29,145
4.3 %
First
lien senior secured revolving loan
12.75 % (S + 7.25 %)
7/20/2027
2,128
2,067
2,080
0.3 %
BEL
USA, LLC
First
lien senior secured loan
12.53 % (S + 7.00 %)
6/2/2026
5,804
5,774
5,804
0.8 %
First
lien senior secured loan
12.53 % (S + 7.00 %)
6/2/2026
96
95
96
0.0 %
YS
Garments, LLC
First
lien senior secured loan
13.00 % (S + 7.50 %)
8/9/2026
6,849
6,758
6,729
1.0 %
44,693
44,011
43,854
6.4 %
Trading
companies & distributors
BCDI
Meteor Acquisition, LLC (Meteor)
First
lien senior secured loan
12.45 % (S + 7.00 %)
6/29/2028
16,297
15,955
16,297
2.4 %
Broder
Bros., Co.
First
lien senior secured loan
11.61 % (S+ 6.00 %)
12/4/2025
4,640
4,439
4,640
0.7 %
CGI
Automated Manufacturing, LLC
First
lien senior secured loan
12.61 % (S + 7.00 %)
12/17/2026
20,510
19,849
20,459
3.0 %
First
lien senior secured loan
12.61 % (S + 7.00 %)
12/17/2026
6,681
6,559
6,664
1.0 %
First
lien senior secured delayed draw loan
12.61 % (S + 7.00 %)
12/17/2026
3,616
3,510
3,607
0.5 %
See
accompanying notes to consolidated financial statements.
19
Kayne
Anderson BDC, Inc.
Consolidated
Schedule of Investments
As
of December 31, 2023
(amounts
in 000’s, except number of shares, units)
Maturity
Principal
/
Amortized
Fair
Percentage
Portfolio
Company (1)
Footnotes
Investment (2)
Interest Rate
Date
Par
Cost (3)(4)
Value
of Net Assets
First
lien senior secured revolving loan
12.61 % (S + 7.00 %)
12/17/2026
327
244
327
0.0 %
EIS
Legacy, LLC
First
lien senior secured loan
11.24 % (S + 5.75 %)
11/1/2027
18,079
17,838
18,079
2.6 %
First
lien senior secured loan
11.27 % (S + 5.75 %)
11/1/2027
9,666
9,356
9,666
1.4 %
First
lien senior secured delayed draw loan
11.24 % (S + 5.75 %)
4/20/2025
-
-
-
0.0 %
First
lien senior secured revolving loan
11.24 % (S + 5.75 %)
11/1/2027
-
-
-
0.0 %
Engineered
Fastener Company, LLC (EFC International)
First
lien senior secured loan
12.00 % (S + 6.50 %)
11/1/2027
23,604
23,113
23,899
3.5 %
Genuine
Cable Group, LLC
First
lien senior secured loan
10.96 % (S + 5.50 %)
11/1/2026
29,057
28,336
28,984
4.2 %
First
lien senior secured loan
10.96 % (S + 5.50 %)
11/1/2026
5,506
5,347
5,492
0.8 %
I.D.
Images Acquisition, LLC
First
lien senior secured loan
11.75 % (S + 6.25 %)
7/30/2026
13,651
13,538
13,651
2.0 %
First
lien senior secured delayed draw loan
11.75 % (S + 6.25 %)
7/30/2026
2,486
2,450
2,486
0.4 %
First
lien senior secured loan
11.70 % (S + 6.25 %)
7/30/2026
4,522
4,457
4,522
0.7 %
First
lien senior secured loan
11.75 % (S + 6.25 %)
7/30/2026
1,043
1,033
1,043
0.2 %
First
lien senior secured revolving loan
11.75 % (S + 6.25 %)
7/30/2026
-
-
-
0.0 %
Krayden
Holdings, Inc.
First
lien senior secured delayed draw loan
11.20 % (S + 5.75 %)
3/1/2025
-
-
-
0.0 %
First
lien senior secured delayed draw loan
11.20 % (S + 5.75 %)
3/1/2025
-
-
-
0.0 %
First
lien senior secured revolving loan
11.20 % (S + 5.75 %)
3/1/2029
-
-
-
0.0 %
First
lien senior secured loan
11.20 % (S + 5.75 %)
3/1/2029
9,491
9,099
9,491
1.4 %
OAO
Acquisitions, Inc. (BearCom)
First
lien senior secured loan
11.61 % (S + 6.25 %)
12/27/2029
21,370
20,979
21,370
3.1 %
First
lien senior secured delayed draw loan
11.61 % (S + 6.25 %)
12/27/2025
-
-
-
0.0 %
First
lien senior secured revolving loan
11.61 % (S + 6.25 %)
12/27/2029
-
-
-
0.0 %
United
Safety & Survivability Corporation (USSC)
First
lien senior secured loan
11.79 % (S + 6.25 %)
9/30/2027
12,436
12,147
12,436
1.8 %
First
lien senior secured loan
11.79 % (S + 6.25 %)
9/28/2027
1,607
1,490
1,607
0.3 %
First
lien senior secured delayed draw loan
11.79 % (S + 6.25 %)
9/30/2027
3,160
3,110
3,160
0.5 %
First
lien senior secured revolving loan
11.79 % (S + 6.25 %)
9/30/2027
870
860
870
0.1 %
208,619
203,709
208,750
30.6 %
Wireless
telecommunication services
Centerline
Communications, LLC
First
lien senior secured loan
11.53 % (S + 6.00 %)
8/10/2027
14,945
14,751
13,936
2.0 %
First
lien senior secured delayed draw loan
11.53 % (S + 6.00 %)
8/10/2027
7,044
6,954
6,568
1.0 %
First
lien senior secured delayed draw loan
11.53 % (S + 6.00 %)
8/10/2027
6,202
6,112
5,783
0.9 %
First
lien senior secured revolving loan
11.53 % (S + 6.00 %)
8/10/2027
1,800
1,778
1,679
0.2 %
First
lien senior secured loan
11.53 % (S + 6.00 %)
8/10/2027
1,020
996
952
0.1 %
31,011
30,591
28,918
4.2 %
Total
Private Credit Debt Investments
1,353,096
1,327,190
1,346,174
197.1 %
See
accompanying notes to consolidated financial statements.
20
Kayne
Anderson BDC, Inc.
Consolidated
Schedule of Investments
As
of December 31, 2023
(amounts
in 000’s, except number of shares, units)
Footnotes
Number of
Shares/Units
Cost
Fair
Value
Percentage
of Net Assets
Equity Investments(9)
Automobile components
Vehicle Accessories, Inc. - Class A common
(12)
128,250
-
326
0.0 %
Vehicle Accessories, Inc. - preferred
(12)
250,000
250
292
0.1 %
378,250
250
618
0.1 %
Commercial services & supplies
American Equipment Holdings LLC- Class A units
(13)
426
284
508
0.1 %
BLP Buyer, Inc. (Bishop Lifting Products) - Class A common
(14)
582,469
652
1,200
0.1 %
Arborworks Acquisition LLC – Class A preferred units
(10)
21,716
9,179
9,287
1.4 %
Arborworks Acquisition LLC – Class B preferred units
(10)
21,716
-
-
0.0 %
Arborworks Acquisition LLC – Class A common units
(10)
2,604
-
-
0.0 %
628,931
10,115
10,995
1.6 %
Food products
BC CS 2, L.P. (Cuisine Solutions)
(6)(11)
2,000,000
2,000
2,611
0.4 %
City Line Distributors, LLC - Class A units
(15)
418,416
418
418
0.1 %
Gulf Pacific Holdings, LLC - Class A common
(13)
250
250
189
0.0 %
Gulf Pacific Holdings, LLC - Class C common
(13)
250
-
-
0.0 %
IF&P Foods, LLC (FreshEdge) - Class A preferred
(13)
750
750
905
0.1 %
IF&P Foods, LLC (FreshEdge) - Class B common
(13)
750
-
-
0.0 %
Siegel Parent, LLC
(16)
250
250
72
0.0 %
2,420,666
3,668
4,195
0.6 %
Healthcare equipment & supplies
LSL Industries, LLC (LSL Healthcare)
(13)
7,500
750
552
0.1 %
IT services
Domain Information Services Inc. (Integris)
250,000
250
344
0.0 %
Specialty retail
Sundance Direct Holdings, Inc. - common
21,479
-
-
0.0 %
Textiles, apparel & luxury goods
American Soccer Company, Incorporated (SCORE)
(16)
1,000,000
1,000
620
0.1 %
Total Private Equity Investments
16,033
17,324
2.5 %
Total Private Investments
1,343,223
1,363,498
199.6 %
Number of
Fair
Percentage
Footnotes
Shares
Cost
Value
of Net Assets
Short-Term Investments
First American Treasury Obligations Fund - Institutional Class Z, 5.21%
(17)
12,802,362
12,802
12,802
1.9 %
Total Short-Term Investments
12,802,362
12,802
12,802
1.9 %
Total Investments
$ 1,356,025
$ 1,376,300
201.5 %
Liabilities in Excess of Other Assets
( 693,244 )
( 101.5 )%
Net Assets
$ 683,056
100.0 %
(1) As of December 31, 2023, 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) Debt investments are pledged to the Company’s credit facilities, and a single debt investment may be divided into parts that are individually pledged to separate credit facilities.
(3) 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.
(4) As of December 31, 2023, the tax cost of the Company’s investments approximates their amortized cost.
See
accompanying notes to consolidated financial statements.
21
Kayne
Anderson BDC, Inc.
Consolidated
Schedule of Investments
As
of December 31, 2023
(amounts
in 000’s, except number of shares, units)
(5) 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 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”).
(6) 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, 2023, 4.8% of the Company’s total assets were in non-qualifying investments.
(7) 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.
(8) Debt investment on non-accrual status as of December 31, 2023.
(9) Non-income producing investment.
(10) In November 2023, the Company completed a restructure of the investment in Arborworks Acquisition LLC whereby the existing term loan and revolver were restructured to a new term loan and preferred and common equity. KABDC Corp II, LLC, a wholly owned subsidiary of the Company, holds the preferred and common equity of Arborworks Acquisition LLC that the Company owns following this restructure.
(11) The Company has a senior secured loan in an investment vehicle (BC CS 2, L.P.) that is collateralized by a preferred stock investment in Cuisine Solutions, Inc..
(12) The Company owns 0.19% of the common equity and 0.43% of the preferred equity of Vehicle Accessories, Inc.
(13) The Company owns 27.15% 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.
(14) The Company owns 0.53% of the common equity BLP Buyer, Inc. (Bishop Lifting Products).
(15) KABDC Corp, LLC, a wholly owned subsidiary of the Company, owns 0.62% of the common equity of City Line Distributors, LLC.
(16) The Company owns 33.95% 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.
(17) The
indicated rate is the yield as of December 31, 2023.
See
accompanying notes to consolidated financial statements.
22
Kayne
Anderson BDC, Inc.
Notes
to Consolidated Financial Statements
(amounts
in 000’s, except share and per share amounts)
(Unaudited)
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.
The Company is managed by KA Credit Advisors,
LLC (the “Advisor”), an indirect controlled subsidiary of Kayne Anderson Capital Advisors, L.P. (“Kayne Anderson”),
a prominent alternative investment management firm. The Advisor is registered with the United States Securities and Exchange Commission
(the “SEC”) under the Investment Advisers 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.
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.
As of March 31, 2024, the Company has entered into
subscription agreements with investors for an aggregate capital commitment of $ 1,046,928 to purchase shares of the Company’s common
stock and has completed its final close of subscription agreements with investors. See Note 11 – Subsequent Events.
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 pursuant to a subscription agreement
entered into with the Company. Investors will be required to fund drawdowns to purchase shares of common stock 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 of common stock (the “Initial Public Offering”) or the listing of shares of common stock
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.
23
Kayne
Anderson BDC, Inc.
Notes
to Consolidated Financial Statements
(amounts
in 000’s, except share and per share amounts)
(Unaudited)
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”);
Kayne Anderson BDC Financing II, LLC (“KABDCF II”); KABDC Corp, LLC and KABDC Corp II, LLC in its consolidated financial
statements. All significant intercompany balances and transactions have been eliminated in consolidation. KABDC Corp, LLC and KABDC Corp
II, LLC are Delaware LLCs that have elected to be treated as corporations for U.S. tax purposes and were formed to facilitate compliance
with the requirements to be treated as a RIC under the Code by holding (directly or indirectly through a subsidiary) equity or equity
related investments in portfolio companies organized as limited liability companies or limited partnerships.
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. Cash equivalents, which are the Company’s investments in money market fund accounts,
are presented on the Company’s consolidated schedule of investments, and within investments on the Company’s consolidated
statement of assets and liabilities.
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”).
Pursuant
to Rule 2a-5 under the 1940 Act, the Board of Directors has 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 performs fair valuation of the Company’s portfolio holdings in accordance with the Advisor’s Valuation
Program, as approved by the Board.
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, broadly syndicated 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 Advisor’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.
24
Kayne
Anderson BDC, Inc.
Notes
to Consolidated Financial Statements
(amounts
in 000’s, except share and per share amounts)
(Unaudited)
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, a third-party valuation firm engaged by the Advisor reviews 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 firm 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 the third-party valuation firm 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 as part of the Board’s
oversight responsibilities .
25
Kayne
Anderson BDC, Inc.
Notes
to Consolidated Financial Statements
(amounts
in 000’s, except share and per share amounts)
(Unaudited)
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 the Company’s 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. The Company does not accrue PIK interest if, in the opinion of the Advisor, the portfolio company valuation indicates that
the PIK interest is not likely to be collectible. If the Company believes PIK is not expected to be realized, the investment generating
PIK will be placed on non-accrual status. When a PIK investment is placed on non-accrual status, the accrued, uncapitalized interest
is generally reversed through PIK interest income. Previously capitalized PIK interest is not reversed when an investment is placed on
non-accrual status. 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. For the
three months ended March 31, 2024 and 2023, the Company had $ 284 and $ 165 , respectively, of PIK interest included in interest income,
which represents 0.6 % and 0.5 %, respectively, of aggregate interest income.
Loans are generally placed on non-accrual status when it has been determined
that a significant impairment in the financial condition and ability of the borrower to repay principal and interest has occurred and
is expected to continue such that it is probable the collectability of full amount of the loan (principal and interest) is doubtful. Accrued
and unpaid interest is generally reversed when a loan is placed on non-accrual status. If cash payments are received subsequent to a loan
being placed on non-accrual status, these payments will first be applied to previously accrued but uncollected interest, then to recover
the principal. Additionally, any original issue discount and market discount are no longer accreted to interest income as of the date
the loan is placed on non-accrual status. Non-accrual loans are restored to accrual status when past due principal and interest are paid
or there is no longer a reasonable doubt that such principal or interest will be collected in full and, in the Company’s judgment,
principal and interest 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. As of March 31, 2024,
the Company had one debt investment on non-accrual status, which comprised 0.4 % and 0.4 %, respectively, of total debt investments at cost
and fair value. As of March 31, 2023, the Company did not have any debt investments in portfolio companies on non-accrual status.
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 —Dividends
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.
26
Kayne
Anderson BDC, Inc.
Notes
to Consolidated Financial Statements
(amounts
in 000’s, except share and per share amounts)
(Unaudited)
I. 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.
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.
J. 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.
27
Kayne
Anderson BDC, Inc.
Notes
to Consolidated Financial Statements
(amounts
in 000’s, except share and per share amounts)
(Unaudited)
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
are 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. On March 6, 2024,
the Board approved an additional one-year term of the Administration Agreement through March 15, 2025.
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. On March 6, 2024, the Board approved an additional one-year term of
the Investment Advisory Agreement from March 16, 2024 to March 15, 2025. In addition, on March 6, 2024, the Board approved an amended
and restated investment advisory agreement between the Company and the Advisor, which will be effective upon an initial public offering
of shares of common stock.
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 borrowings under credit facilities and issuances of senior unsecured notes,
but excluding cash, U.S. government securities and commercial paper instruments maturing within one year of purchase.
The
base management fee is 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 borrowings under credit
facilities and issuances of senior unsecured notes, 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 three months ended March 31, 2024 and 2023, the Company incurred base management fees of $ 3,522 and $ 2,685 , 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.
28
Kayne
Anderson BDC, Inc.
Notes
to Consolidated Financial Statements
(amounts
in 000’s, except share and per share amounts)
(Unaudited)
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 net asset value (“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. Prior to an Exchange Listing, the income incentive fee is calculated as 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.
Incentive
Fee on Capital Gains
Prior
to an Exchange Listing, the incentive fee on capital gains (the “capital gains incentive fee”) will be calculated and payable
in arrears in cash as 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.
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. As of March 31, 2024, the incentive fee payable to the Advisor was $ 16,826 .
For
the three months ended March 31, 2024, the Company incurred incentive fees on income of $ 2,631 and no incentive fees on capital gains.
For the three months ended March 31, 2023, the Company incurred incentive fees on income of $ 2,138 and no incentive fees on capital gains.
29
Kayne
Anderson BDC, Inc.
Notes
to Consolidated Financial Statements
(amounts
in 000’s, except share and per share amounts)
(Unaudited)
Note
4. Investments
The
following table presents the composition of the Company’s investment portfolio at amortized cost and fair value as of March 31,
2024 and December 31, 2023.
March 31, 2024
December 31, 2023
Amortized
Fair
Amortized
Fair
Cost
Value
Cost
Value
First-lien senior secured debt investments
$ 1,742,767
$ 1,765,594
$ 1,327,190
$ 1,346,174
Equity investments
17,052
18,451
16,033
17,324
Short-term investments
10,868
10,868
12,802
12,802
Total Investments
$ 1,770,687
$ 1,794,913
$ 1,356,025
$ 1,376,300
As of March 31, 2024 and December 31, 2023, $ 186,877 and $ 68,578 , respectively,
of the Company’s total assets were non-qualifying assets, as defined by Section 55(a) of the 1940 Act.
The
Company uses Global Industry Classification Standards (GICS), Level 3 – Industry, for classifying the industry groupings of its
portfolio companies.
The industry composition of long-term investments based on fair value
as of March 31, 2024 and December 31, 2023 was as follows:
March 31,
2024
December 31,
2023
Trading companies & distributors
12.3 %
15.3 %
Food products
9.9 %
11.5 %
Health care providers & services
7.9 %
7.4 %
Commercial services & supplies
7.9 %
9.4 %
Containers & packaging
5.6 %
7.2 %
Aerospace & defense
5.4 %
6.3 %
Professional services
5.3 %
4.5 %
Leisure products
3.9 %
3.3 %
IT services
3.3 %
3.8 %
Chemicals
2.9 %
3.1 %
Machinery
2.8 %
3.8 %
Textiles, apparel & luxury goods
2.5 %
3.3 %
Automobile components
2.5 %
2.0 %
Specialty retail
2.5 %
0.7 %
Pharmaceuticals
2.3 %
0.5 %
Personal care products
2.3 %
3.0 %
Insurance
2.2 %
2.2 %
Software
2.0 %
2.5 %
Diversified telecommunication services
1.8 %
0.4 %
Health care equipment & supplies
1.7 %
1.5 %
Wireless telecommunication services
1.7 %
2.1 %
Hotels, restaurants & leisure
1.5 %
-
%
Building products
1.5 %
2.0 %
Media
1.5 %
-
%
Household durables
1.2 %
1.5 %
Entertainment
1.0 %
-
%
Semiconductors & semiconductor equipment
1.0 %
-
%
Household products
0.9 %
1.2 %
Construction materials
0.8 %
-
%
Biotechnology
0.7 %
0.9 %
Electrical equipment
0.5 %
-
%
Capital markets
0.5 %
0.6 %
Diversified consumer services
0.2 %
-
%
Total
100.0 %
100.0 %
30
Kayne
Anderson BDC, Inc.
Notes
to Consolidated Financial Statements
(amounts
in 000’s, except share and per share amounts)
(Unaudited)
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 tables present the fair value hierarchy of investments as of March 31, 2024 and December 31, 2023. 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 March 31, 2024
Investments:
Level 1
Level 2
Level 3
Total
First-lien senior secured debt investments
$ -
$ 301,703
$ 1,463,891
$ 1,765,594
Equity investments
-
-
18,451
18,451
Short-term investments
10,868
-
-
10,868
Total Investments
$ 10,868
$ 301,703
$ 1,482,342
$ 1,794,913
Fair Value Hierarchy as of December 31, 2023
Investments:
Level 1
Level 2
Level 3
Total
First-lien senior secured debt investments
$ -
$ -
$ 1,346,174
$ 1,346,174
Equity investments
-
-
17,324
17,324
Short-term investments
12,802
-
-
12,802
Total Investments
$ 12,802
$ -
$ 1,363,498
$ 1,376,300
31
Kayne
Anderson BDC, Inc.
Notes
to Consolidated Financial Statements
(amounts
in 000’s, except share and per share amounts)
(Unaudited)
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 the three months ended March 31, 2024 and 2023.
First-lien
Private
senior secured
equity
For the three months ended March 31, 2024
debt investments
investments
Total
Fair value, beginning of period
$ 1,346,174
$ 17,324
$ 1,363,498
Purchases of investments, including PIK, if any
142,661
1,019
143,680
Proceeds from sales of investments and principal repayments
( 32,390 )
-
( 32,390 )
Net change in unrealized gain (loss)
4,830
108
4,938
Net realized gain (loss)
-
-
-
Net accretion of discount on investments
2,616
-
2,616
Transfers into (out of) Level 3
-
-
-
Fair value, end of period
$ 1,463,891
$ 18,451
$ 1,482,342
First-lien
Private
senior secured
equity
For the three months ended March 31, 2023
debt investments
investments
Total
Fair value, beginning of period
$ 1,157,971
$ 7,148
$ 1,165,119
Purchases of investments, including PIK, if any
104,245
-
104,245
Proceeds from sales of investments and principal repayments
( 17,245 )
-
( 17,245 )
Net change in unrealized gain (loss)
( 66 )
191
125
Net realized gain (loss)
-
-
-
Net accretion of discount on investments
2,115
-
2,115
Transfers into (out of) Level 3
-
-
-
Fair value, end of period
$ 1,247,020
$ 7,339
$ 1,254,359
For
the three months ended March 31, 2024 and 2023, the Company did not recognize any transfers to or from Level 3. 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 Advisor 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 Advisor 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 Advisor 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 Advisor 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 the 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 Advisor 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 Advisor estimates the enterprise value of the business and compares such estimate
to the outstanding indebtedness of such business. The Advisor 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.
32
Kayne
Anderson BDC, Inc.
Notes
to Consolidated Financial Statements
(amounts
in 000’s, except share and per share amounts)
(Unaudited)
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.
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 March 31, 2024 and December 31, 2023. 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. The Company calculates weighted average, based on the value of the
unobservable input of each investment relative to the fair value of the investment compared to the total fair value of all investments.
As of March 31, 2024
Valuation
Unobservable
Weighted
Fair Value
Technique
Input
Range
Average
First-lien senior secured debt investments
$ 1,463,891
Discounted cash flow analysis
Discount rate
8.4 % - 15.0 %
10.3 %
Preferred equity investment
9,166
Discounted cash flow analysis
Discount rate
15.0 %
15.0 %
Other equity investments
750
Precedent Transaction Analysis
Original cost
1.0
1.0
8,535
Comparable Multiples
EV / EBITDA
7.1 - 17.2
11.4
$ 1,482,342
As of December 31, 2023
Valuation
Unobservable
Weighted
Fair Value
Technique
Input
Range
Average
First-lien senior secured debt investments
$ 1,346,174
Discounted cash flow analysis
Discount rate
8.3 % - 15.0 %
10.2 %
Preferred equity investment
9,287
Discounted cash flow analysis
Original Cost
15.0 %
15.0 %
Other equity investments
8,037
Comparable Multiples
EV/ EBITDA
7.1 - 17.2
11.5
$ 1,363,498
33
Kayne
Anderson BDC, Inc.
Notes
to Consolidated Financial Statements
(amounts
in 000’s, except share and per share amounts)
(Unaudited)
Note
6. Debt
Subscription
Credit Agreement
As of March 31, 2024, the Company had a $ 50,000 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 $ 50,000 , 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 2.25 % (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 0.075 % per quarter on the elected commitment amount on the first day of each calendar quarter. See Note
11 – Subsequent Events.
For the three months ended March 31, 2024 and 2023, the average amount
of borrowings outstanding under the Subscription Credit Agreement were $ 13,297 and $ 89,311 , respectively, with a weighted average interest
rate of 7.63 % and 6.52 %, respectively. As of March 31, 2024, the Company did not have any amounts outstanding under the Subscription Credit
Agreement.
Corporate
Credit Facility
As
of March 31, 2024, 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 three months ended March 31, 2024 and 2023, the average amount
of borrowings outstanding under the Corporate Credit Facility was $ 229,484 and $ 289,711 , respectively, with a weighted average interest
rate of 7.69 % and 6.81 %, respectively. As of March 31, 2024, the Company had $ 198,000 outstanding under the Corporate Credit Facility
at a weighted average interest rate of 7.68 %.
Revolving
Funding Facility
As of March 31, 2024, the Company had a senior secured revolving funding
facility (the “Revolving Funding Facility”), that has a total commitment of $ 455,000 . 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, industry concentration, 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.
See Note 11 – Subsequent Events.
34
Kayne
Anderson BDC, Inc.
Notes
to Consolidated Financial Statements
(amounts
in 000’s, except share and per share amounts)
(Unaudited)
For
the three months ended March 31, 2024 and 2023, the average amount of borrowings outstanding under the Revolving Funding Facility
was $ 316,231 and $ 235,833 , respectively, with a weighted average interest rate of 8.07 % and 7.20 %, respectively. As of March
31, 2024, the Company had $ 319,000 outstanding under the Revolving Funding Facility at a weighted average interest rate of
8.06 %.
Revolving
Funding Facility II
As of March 31, 2024, the Company and Kayne Anderson BDC Financing
II, LLC (“KABDCF II”), a wholly-owned, special purpose financing subsidiary, had a senior secured revolving credit facility
(the “Revolving Funding Facility II”). The Revolving Funding Facility II has an initial commitment of $ 150,000 which, under
certain circumstances, can be increased up to $ 500,000 . The Revolving Funding Facility II is secured by all of the assets held by KABDCF
II and the Company has agreed that it will not grant or allow a lien on the membership interest of KABDCF II. The end of the reinvestment
period and the stated maturity date for the Revolving Funding Facility II are December 22, 2026, and December 22, 2028, respectively.
The interest rate on the Revolving Funding Facility II is equal to 3-month term SOFR plus 2.70 % per annum. KABDCF II is also required
to pay a commitment fee of 0.50 % between December 22, 2023 and September 22, 2024 and 0.75 % thereafter on the unused portion of the Revolving
Funding Facility II.
Amounts
available to borrow under the Revolving Funding Facility II are subject to a borrowing base that has limitations with respect to the
loans securing the Revolving Funding Facility II, including limitations on, loan size, payment frequency and status, sector concentrations,
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 II 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 II.
For the three months ended March 31, 2024, the average amount of borrowings
outstanding under the Revolving Funding Facility II was $ 69,341 , with a weighted average interest rate of 8.03 %. As of March 31,
2024, the Company had $ 67,000 outstanding under the Revolving Funding Facility II at a weighted average interest rate of 8.03 %.
Senior
Unsecured Notes
As
of March 31, 2024, the Company had $ 75,000 aggregate principal amount of senior unsecured notes (the “Notes”).
The
table below sets forth a summary of the key terms of each series of Notes outstanding at March 31, 2024.
Principal
Estimated
Fixed
Outstanding
Unamortized
Fair Value
Interest
Series
March 31, 2024
Issuance Costs
March 31, 2024
Rate
Maturity
A
$ 25,000
$ 256
$ 26,372
8.65 %
6/30/2027
B
50,000
543
53,250
8.74 %
6/30/2028
$ 75,000
$ 799
$ 79,622
Holders
of the Notes are entitled to receive cash interest payments semi-annually (on January 30 and July 30) at the fixed rate. As of March
31, 2024, the weighted average interest rate on the outstanding Notes was 8.71 %.
As
of March 31, 2024, the Notes were rated “BBB” by Kroll Bond Rating Agency (“KBRA”). The Company is required to
maintain a current rating from one rating agency with respect to the Notes. In the event the Company does not maintain a current rating
from a rating agency for a specified period of time or the credit rating on the Notes falls below “BBB-” (a “Below
Investment Grade Event”), the interest rate per annum on the Notes will increase by 1.0 % during the period the Notes are rated
below “BBB-”. In the event the Company’s Secured Debt Ratio exceeds 60 % (until June 29, 2024) or 55 % (on or after June
29, 2024) (a “Secured Debt Ratio Event”), the interest rate per annum on the Notes will increase by 1.5 % during the period
the ratio is above stated percentage. If a Below Investment Grade Event and a Secured Debt Ratio Event is continuing at the same time
the aggregate increase in interest rate per annum will not exceed 2.0%.
The
Notes were issued in private placement offerings to institutional investors and are not listed on any exchange or automated quotation
system. The Notes contain various covenants related to other indebtedness, liens and limits on the Company’s overall leverage.
The Company must maintain a minimum amount of shareholder equity and the Company’s asset coverage ratio must be greater than 150 %
as of the last business day of each fiscal quarter. The Notes are redeemable in certain circumstances at the option of the Company and
may be redeemed under certain circumstances to cure the asset coverage ratio covenant.
The
Notes are unsecured obligations of the Company and, upon liquidation, dissolution or winding up of the Company, will rank: (1) senior
to all of the Company’s outstanding common shares; (2) on parity with any unsecured creditors of the Company and any unsecured
senior securities representing indebtedness of the Company; and (3) junior to any secured creditors of the Company.
At
March 31, 2024, the Company was in compliance with all covenants under the Notes agreements.
35
Kayne
Anderson BDC, Inc.
Notes
to Consolidated Financial Statements
(amounts
in 000’s, except share and per share amounts)
(Unaudited)
Debt obligations consisted of the following as
of March 31, 2024 and December 31, 2023.
March 31, 2024
Aggregate Principal Committed
Outstanding Principal
Amount Available (1)
Net Carrying Value (2)
Notes
$ 75,000
$ 75,000
$ -
$ 74,201
Corporate Credit Facility
400,000
198,000
202,000
196,478
Revolving Funding Facility
455,000
319,000
136,000
317,411
Revolving Funding Facility II
150,000
67,000
10,114
65,271
Subscription Credit Agreement
50,000
-
50,000
-
Total debt
$ 1,130,000
$ 659,000
$ 398,114
$ 653,361
(1) The amount available under the Company’s credit facilities reflects
the assets held at KABDCF and KABDCF II and any limitations related to each borrowing base as of March 31, 2024.
(2) The carrying value of the Notes, Corporate Credit Facility,
Revolving Funding Facility, Revolving Funding Facility II, and Subscription Credit Agreement are presented net of deferred financing
costs totaling $ 5,639 .
December 31, 2023
Aggregate Principal Committed
Outstanding Principal
Amount Available (1)
Net Carrying Value (2)
Notes
$ 75,000
$ 75,000
$ -
$ 74,149
Corporate Credit Facility
400,000
234,000
166,000
232,285
Revolving Funding Facility
455,000
306,000
18,536
303,981
Revolving Funding Facility II
150,000
70,000
9,716
68,195
Subscription Credit Agreement
50,000
10,750
39,250
10,709
Total debt
$ 1,130,000
$ 695,750
$ 233,502
$ 689,319
(1) The amount available under the Company’s credit facilities
reflects the assets held at KABDCF and KABDCF II and any limitations related to each borrowing base as of December 31, 2023.
(2) The carrying value of the Notes, Corporate Credit Facility,
Revolving Funding Facility, Revolving Funding Facility II, and Subscription Credit Agreement are presented net of deferred financing
costs totaling $ 6,431 .
For
the three months ended March 31, 2024 and 2023, the components of interest expense were as follows:
For the three months ended
March 31, 2024
March 31, 2023
Interest expense
$ 14,759
$ 10,932
Amortization of debt issuance costs
897
591
Total interest expense
$ 15,656
$ 11,523
Average interest rate
8.9 %
7.6 %
Average borrowings
$ 703,352
$ 614,856
36
Kayne
Anderson BDC, Inc.
Notes
to Consolidated Financial Statements
(amounts
in 000’s, except share and per share amounts)
(Unaudited)
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 three months ended March 31, 2024 . T here
were no common stock shares issued during the three months ended March 31, 2023 related to the Company’s subscription agreements
with investors. See Note 11 – Subsequent Events.
For the three months ended March 31, 2024
Offering
Aggregate
price per
Common stock
offering
Common stock issue date
share
shares issued
amount
February 14, 2024
$ 16.74
7,089,771
$ 118,689
Total common stock issued
7,089,771
$ 118,689
As of March 31, 2024, the Company had subscription agreements with
investors for an aggregate capital commitment of $ 1,046,928 to purchase shares of common stock. Of this amount, the Company had $ 269,945
of undrawn commitments at March 31, 2024. See Note 11 – Subsequent Events.
37
Kayne
Anderson BDC, Inc.
Notes
to Consolidated Financial Statements
(amounts
in 000’s, except share and per share amounts)
(Unaudited)
Dividends
and Dividend Reinvestment
The following tables summarize the dividends declared
and payable by the Company for the three months ended March 31, 2024 and 2023. See Note 11 – Subsequent Events.
For the three months ended March 31, 2024
Dividend
Dividend
Dividend
record
payment
per
Dividend declaration date
date
date
share
March 6, 2024
March 29, 2024
April 17, 2024
$ 0.40
Total dividends declared
$ 0.40
The dividend declared on March 6, 2024 is considered a regular dividend.
For the three months ended March 31, 2023
Dividend
Dividend
Dividend
record
payment
per
Dividend declaration date
date
date
share
March 7, 2023
March 31, 2023
April 14, 2023
$ 0.47
Total dividends declared
$ 0.47
The following tables summarize the amounts received and shares of common
stock issued to shareholders pursuant to the Company’s dividend reinvestment plan (“DRIP”) for the three months ended
March 31, 2024 and 2023. See Note 11 – Subsequent Events.
For the three months ended March 31, 2024
Dividend
DRIP
payment
shares
DRIP
Dividend record date
date
issued
value
December 29, 2023
January 16, 2024
95,791
$ 1,573
95,791
$ 1,573
For the three months ended March 31, 2023
Dividend
DRIP
payment
shares
DRIP
Dividend record date
date
issued
value
December 29, 2022
January 13, 2023
57,860
$ 955
57,860
$ 955
For
the dividend declared on March 6, 2024 and paid on April 17, 2024, there were 94,816 shares issued with a DRIP value of $ 1,577 . These
shares are excluded from the table above, as the DRIP shares were issued after March 31, 2024.
38
Kayne
Anderson BDC, Inc.
Notes
to Consolidated Financial Statements
(amounts
in 000’s, except share and per share amounts)
(Unaudited)
Note
8. Commitments and Contingencies
The
Company had an aggregate of $ 169,063 and $ 147,928 , respectively, of unfunded commitments to provide debt financing to its portfolio companies
as of March 31, 2024 and December 31, 2023. 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.
A
summary of the composition of the unfunded commitments as of March 31, 2024 and December 31, 2023 is shown in the table below.
As of
As of
March 31, 2024
December 31, 2023
Alcami Corporation (Alcami)
$ 1,565
$ 2,543
Allcat Claims Service, LLC
5,370
5,370
Allentown, LLC
1,020
785
American Equipment Holdings LLC
3,219
483
American Soccer Company, Incorporated (SCORE)
1,892
2,601
Arborworks Acquisition LLC
780
1,872
Basel U.S. Acquisition Co., Inc. (IAC)
1,622
1,622
BCI Burke Holding Corp.
4,658
4,659
OAO Acquisitions, Inc. (BearCom)
6,982
6,982
BLP Buyer, Inc. (Bishop Lifting Products)
5,911
6,548
BR PJK Produce, LLC (Keany)
2,870
2,870
Brightview, LLC
581
-
Carton Packaging Buyer, Inc.
2,848
2,848
CCFF Buyer, Inc
17,738
-
CGI Automated Manufacturing, LLC
1,711
2,390
City Line Distributors, LLC
2,530
5,322
Curio Brands, LLC
1,719
1,719
DISA Holdings Corp. (DISA)
3,456
6,142
DRS Holdings III, Inc. (Dr. Scholl’s)
310
310
Eastern Wholesale Fence
142
1,332
EIS Legacy, LLC
6,922
6,922
Envirotech Services, LLC
6,704
-
FCA, LLC (FCA Packaging)
890
2,670
Foundation Consumer Brands
577
577
Fralock Buyer LLC
299
300
Guided Practice Solutions
8,605
10,299
Gulf Pacific Holdings, LLC
10,153
10,153
Gusmer Enterprises, Inc.
3,676
3,676
Home Brands Group Holdings, Inc. (ReBath)
2,099
2,099
I.D. Images Acquisition, LLC
2,020
2,020
IF&P Foods, LLC (FreshEdge)
563
1,656
Improving Acquisition LLC
1,671
1,672
Krayden Holdings, Inc.
5,437
5,438
Light Wave Dental Management LLC
-
827
LSL Industries, LLC (LSL Healthcare)
15,224
15,224
MacNeill Pride Group
3,278
3,877
Pixel Intermediate, LLC
2,511
-
PMFC Holding, LLC
137
137
Refocus Management Services, LLC
8,799
-
Regiment Security Partners LLC
103
104
Ruff Roofers Buyer, LLC
10,966
10,966
SGA Dental Partners Holdings, LLC
5,087
5,087
Siegel Egg Co., LLC
537
537
Sundance Holdings Group, LLC
438
439
Techniks Holdings, LLC / Eppinger Holdings Germany GMBH
1,450
1,450
Trademark Global LLC
480
480
United Safety & Survivability Corporation (USSC)
-
469
USALCO, LLC
1,049
1,494
Vehicle Accessories, Inc.
1,376
1,671
Worldwide Produce Acquisition, LLC
1,088
1,286
Total unfunded commitments
$ 169,063
$ 147,928
39
Kayne
Anderson BDC, Inc.
Notes
to Consolidated Financial Statements
(amounts
in 000’s, except share and per share amounts)
(Unaudited)
From
time to time, the Company may become a party to certain legal proceedings incidental to the normal course of its business. As of March
31, 2024 and December 31, 2023, 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 March 31, 2024 and 2023, there were no dilutive shares.
The
following table sets forth the computation of basic and diluted earnings per share of common stock for the three months ended March 31,
2024 and 2023.
For the three months ended
March 31, 2024
March 31, 2023
Net increase (decrease) in net assets resulting from operations
$ 27,755
$ 19,407
Weighted average shares of common stock outstanding - basic and diluted
45,345,417
35,929,436
Earnings (loss) per share of common stock - basic and diluted
$ 0.61
$ 0.54
40
Kayne Anderson BDC, Inc.
Notes to Consolidated Financial Statements
(amounts in 000’s, except share and per
share amounts)
(Unaudited)
Note 10. Financial Highlights
The following per share of
common stock data has been derived from information provided in the unaudited financial statements. The following is a schedule of financial
highlights for the three months ended March 31, 2024 and 2023.
For the three months ended March 31,
Per Common Share Operating Performance (1)
2024 (amounts in thousands, except share and per share amounts)
2023 (amounts in thousands, except share and per share amounts)
Net Asset Value, Beginning of Period
$ 16.42
$ 16.50
Results of Operations:
Net Investment Income
0.52
0.54
Net
Realized and Unrealized Gain (Loss) on Investments (2)
0.09
-
Net Increase (Decrease) in Net Assets Resulting from Operations
0.61
0.54
Dividends to Common Stockholders
Dividends
( 0.40 )
( 0.47 )
Net Decrease in Net Assets Resulting from Dividends
( 0.40 )
( 0.47 )
Net Asset Value, End of Period
$ 16.63
$ 16.57
Shares Outstanding, End of Period
48,789,228
35,937,151
Ratio/Supplemental Data
Net assets, end of period
$ 811,557
$ 595,513
Weighted-average shares outstanding
45,345,417
35,929,436
Total Return (3)
3.7 %
3.3 %
Portfolio turnover
2.1 %
1.4 %
Ratio of operating expenses to average net assets (4)
12.2 %
11.7 %
Ratio of net investment income (loss) to average net assets (4)
12.8 %
13.2 %
(1) The
per common share data was derived by using weighted average shares outstanding.
41
Kayne Anderson BDC, Inc.
Notes to Consolidated Financial Statements
(amounts in 000’s, except share and per
share amounts)
(Unaudited)
(2) 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 three months ended March 31, 2024, such share transactions
include the effect of share issuances of $ 0.01 per share. 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. During the three months ended March 31, 2023, there were no
such share transactions including the effect of share issuances.
(3) 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.
(4) Ratio is annualized.
Note 11. 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 as described below.
On April 1, 2024, the Company fully repaid all
amounts outstanding and terminated the remaining commitment of $ 50,000 under its Subscription Credit Agreement that was scheduled to mature
on December 31, 2024.
On April 2, 2024, the Company sold 16,232,415
shares of its common stock in the private placement at a price per share of $ 16.63 , for an aggregate offering price of $ 269,945 . The sale
of such shares of common stock relates to existing subscription agreements that the Company had entered into with investors for an aggregate
capital commitment of $ 1,046,928 to purchase shares of common stock. Following this final capital
call and issuance of shares of the Company’s common stock, the investors’ obligations to purchase additional shares of common
stock will be exhausted in the final closing that occurred on April 2, 2024, and the Company will not have any remaining undrawn capital
commitments. The capital payable of $ 29,025 on the Company’s Consolidated Statement of Assets and Liabilities as of March 31, 2024
represents cash received early from investors as of March 31, 2024, which was prior to the capital call funding date and issuance of the
shares on April 2, 2024.
On April 3, 2024, the Company and KABDCF amended
their existing Revolving Funding Facility. Under the terms of the third amendment, the Company and KABDCF increased the commitment amount
from $ 455,000 to $ 600,000 . The end of the reinvestment period was extended to April 2, 2027 and the maturity date was extended to April
3, 2029. The interest rate on the Revolving Funding Facility was reduced from daily SOFR plus 2.75 % per annum to SOFR plus 2.375 % - 2.50 %
per annum depending on the mix of loans securing the Revolving Funding Facility. All other terms of the Revolving Funding Facility remain
substantially the same.
On April 17, 2024, the Company paid a regular
dividend of $ 0.40 per share to each common stockholder of record as of March 29, 2024. The total dividend was $ 19,516 and $ 1,577 was reinvested
into the Company through the issuance of 94,816 shares of common stock.
42
Item 2. Management’s Discussion and Analysis
of Financial Condition and Results of Operations.
The following discussion and analysis should be
read in conjunction with our financial statements and related notes and other financial information appearing elsewhere in this Quarterly
Report on Form 10-Q. Except as otherwise specified, references to “we,” “us,” “our,” or the “Company”
refer to Kayne Anderson BDC, Inc.
Investment Objective, Principal Strategy
and Investment Structure
Kayne Anderson BDC, Inc. was formed as a
Delaware corporation that commenced operations on February 5, 2021. We are an externally
managed, closed-end, non-diversified management investment company that has elected to be regulated as a BDC under
the 1940 Act, as amended. In addition, for U.S. federal income tax purposes, we intend to qualify, annually, as a RIC under
Subchapter M of the Code.
Our investment activities are managed by KA Credit
Advisors, LLC (the “Advisor”), an indirect controlled subsidiary of Kayne Anderson Capital Advisors, L.P. (“Kayne Anderson”),
and the Advisor operates within Kayne Anderson’s middle market private credit platform (“KAPC” or “Kayne Anderson
Private Credit”). The Advisor is an investment advisor registered with the United States Securities and Exchange Commission (the
“SEC”) under the Investment Advisory Act of 1940, as amended. In accordance with the Investment Advisers Act of 1940, as amended,
our Advisor is responsible for originating prospective investments, conducting research and due diligence investigations on potential
investments, analyzing investment opportunities, negotiating and structuring investments, and monitoring our investments and portfolio
companies on an ongoing basis. The Advisor benefits from the scale and resources of Kayne Anderson and specifically KAPC.
Our investment objective is to generate current
income and, to a lesser extent, capital appreciation. We intend to have nearly all of our debt investments in private middle market companies.
We use “private” to refer to companies that are not traded on a securities exchange and define “middle market companies”
as companies that, in general, generate between $10 million and $150 million of annual earnings before interest, taxes, depreciation and
amortization, or EBITDA. Further, we refer to companies that generate between $10 million and $50 million of annual EBITDA as “core
middle market companies” and companies that generate between $50 million and $150 million of annual EBITDA as “upper middle
market companies.” We typically adjust EBITDA for non-recurring and/or normalizing items to assess the financial performance of
our borrowers over time.
We intend to achieve our investment objective
by investing primarily in first lien senior secured loans, with a secondary focus on unitranche and split-lien loans to middle market
companies. Under normal market conditions, we expect at least 90% of our portfolio (including investments purchased with proceeds from
borrowings under credit facilities and issuances of senior unsecured notes) to be invested in first lien senior secured, unitranche and
split-lien loans. Our investment decisions are made on a case-by-case basis. We expect that a majority of these debt investments will
be made in core middle market companies and will generally have stated maturities of three to six years. We expect that the loans in which
we principally invest will be to companies that have principal business activities in the United States. We determine the location
of a company as being in the United States by (i) such company being organized under the laws of one of the states in the United States;
or (ii) during its most recent fiscal year, such company derived at least 50% of its revenues or profits from goods produced
or sold, investments made, or services performed in the United States or has at least 50% of its assets in the United States.
The Advisor executes on our investment objective by (1) accessing the
established loan sourcing channels developed by KAPC, which includes an extensive network of private equity firms, other middle market
lenders, financial advisors, intermediaries and management teams, (2) selecting investments within our middle market company focus, (3)
implementing KAPC’s underwriting process and (4) drawing upon its experience and resources and the broader Kayne Anderson network.
KAPC was established in 2011 and manages (directly and through affiliates) assets under management (“AUM”) of approximately
$6.7 billion related to middle market private credit as of December 31, 2023.
43
Recent Developments
On April 17, 2024, we paid a regular dividend
of $0.40 per share to each common stockholder of record as of March 29, 2024. The total dividend was $19.5 million and $1.6 million was
reinvested into the Company through the purchase of 94,816 shares of common stock.
On April 2, 2024, we sold 16,232,415 shares
of common stock in the private placement at a price per share of $16.63 for an aggregate offering price of approximately $269.9 million.
Following this capital call, we do not have any remaining undrawn capital commitments.
Portfolio and Investment Activity
Our portfolio is currently comprised of a broad
mix of loans, with diversity among investment size and industry focus. The Advisor’s team of professionals conducts due diligence
on prospective investments during the underwriting process and is involved in structuring the credit terms of our private middle market
investments. Once an investment has been made, our Advisor closely monitors that portfolio investment and takes a proactive approach to
identify and address sector or company specific risks. The Advisor seeks to maintain a regular dialogue with portfolio company management
teams (as well as their owners, the majority of whom are private equity firms, where applicable), reviews detailed operating and financial
results on a regular basis (typically monthly or quarterly) and monitors current and projected liquidity needs, in addition to other portfolio
management activities. There are no assurances that we will achieve our investment objectives.
As of March 31, 2024, we had investments in 103
portfolio companies with an aggregate fair value of approximately $1,784 million, and unfunded commitments to these portfolio companies
of $169.1 million, and our portfolio consisted of 97.7% first lien senior secured loans, 1.2% junior debt and 1.1% equity investments.
During the three months ended March 31, 2024,
and included in the totals above, KBDC purchased $449 million (par value) of debt investments in 34 portfolio companies; of these, $302
million (par value) in 24 portfolio companies were investments in broadly syndicated loans. These investments in broadly syndicated loans
were made in anticipation of the receipt of proceeds from our final capital call which closed on April 2, 2024. Prior to these investments,
we had not held broadly syndicated loans since 2022. Consistent with our strategy at that time, we expect to rotate out of these investments
over coming quarters to invest in private middle market loans consistent with our principal strategy. We have presented certain portfolio-related
information below for our private middle market loans and broadly syndicated loans separately and on a combined basis for ease of reference.
As of March 31, 2024, 100% of our debt investments
had floating interest rates. Our weighted average yields for debt investments were as follows:
●
private middle market loans at fair value and amortized cost weighted
average yields were 12.4% and 12.6%, respectively
●
broadly syndicated loans at fair value and amortized cost weighted
average yields were 8.4% and 8.3%, respectively; and
●
total debt and income producing investments at fair value and amortized
cost weighted average yields were 11.7% and 11.8%, respectively
As of March 31, 2024, our portfolio was invested
across 33 different industries (Global Industry Classification “GICS”, Level 3 – Industry). The largest industries in
our portfolio as of March 31, 2024 were Trading Companies & Distributors, Food Products, Health Care Providers & Services and
Commercial Services & Supplies, which represented, as a percentage of our portfolio of long-term investments, 12.3%, 9.9%, 7.9% and
7.9%, respectively, based on fair value. We are generalist investors and the mix of industries represented by our portfolio companies
will vary over time.
As of March 31, 2024, our average position size based on commitment
(at the portfolio company level) was $19.1 million.
44
As of March 31, 2024, the weighted average and
median last twelve months (“LTM”) EBITDA of our portfolio companies were as follows:
● private
middle market loans were $53.3 million and $37.0 million, respectively, based on fair value 1
● broadly
syndicated loans were $2,013.9 million and $1,491.0 million, respectively, based on fair value; and
● total
investments were $403.2 million and $52.3 million, respectively, based on fair value 1
As of March 31, 2024, the weighted average loan-to-enterprise-value
(“LTEV”) of our debt investments at the time of our initial investment was as follows:
● private
middle market loans was 43.3%, based on par 1
● broadly
syndicated loans was 35.0%, based on par
● total
investments was 41.8%, based on par; and 1
● LTEV
represents the total par value of our debt investment relative to our estimate of the enterprise value of the underlying borrower
As of March 31, 2024, we had one debt investment
on non-accrual status, which represented 0.4% and 0.4% of total debt investments at cost and fair value, respectively.
As of March 31, 2024, our portfolio companies’
weighted average leverage ratios and weighted average interest coverage ratios (the calculations of which are based on the most recent
quarter end or latest available information from the portfolio companies) were as follows:
●
private middle market loans were 4.2x and 2.8x, respectively, based on fair value 1
●
broadly syndicated loans were 3.4x and 4.2x, respectively, based on fair value; and
●
total investments were 4.0x and 3.0x, respectively, based on fair value 1
As of March 31, 2024, the percentage of our debt
investments including at least one financial maintenance covenant was as follows:
●
private middle market loans was 100% based on fair value
●
broadly syndicated loans was 0%, based on fair value; and
●
total investments was 82.9%, based on fair value
1 Excludes investments on watch list, which represent 4.2% of the total fair value of debt investments
as of March 31, 2024.
45
Our
investment activity for the three months ended March 31, 2024 and 2023 is presented below (information presented herein is at par value
unless otherwise indicated).
For the three months ended
March 31,
2024
($ in millions)
2023
($ in millions)
New investments:
Gross new investments commitments
$ 463.8
$ 88.5
Less: investment commitments sold down, exited or repaid (1)
(25.4 )
(12.4 )
Net investment commitments
438.4
76.1
Principal amount of investments funded (2) :
Private credit investments
$ 146.6
$ 105.0
Broadly Syndicated Loans
302.0
-
Preferred and common equity investments
1.0
-
Total principal amount of investments funded
449.6
105.0
Principal amount of investments sold / repaid (2) :
Private credit investments
(32.4 )
(15.2 )
Broadly Syndicated Loans
-
-
Total principal amount of investments sold or repaid
(32.4 )
(15.2 )
Number of new private credit investment commitments
10
9
Average new private credit investment commitment amount
$ 16.0
$ 9.8
Number of new broadly syndicated loan commitments
24
-
Average new broadly syndicated loan commitment amount
$ 12.6
$ -
Weighted average maturity for new investment commitments (3)
4.4 years
3.6 years
Percentage of new debt investment commitments at floating rates
100.0 %
100.0 %
Percentage of new debt investment commitments at fixed rates
0.0 %
0.0 %
Weighted average interest rate of new private credit investment commitments (4)
11.4 %
11.4 %
Weighted average interest rate of new broadly syndicated loan commitments (4)
8.4 %
-
Weighted average interest rate on investments sold or paid down (5)
12.7 %
11.1 %
(1) Does
not include repayments on revolving loans, which may be redrawn.
(2)
Does
not include restructured activity.
(3) For
undrawn delayed draw term loans, the maturity date used is that of the associated term loan.
(4) Based
on the rate in effect at March 31, 2024 per our Consolidated Schedule of Investments for new commitments entered into during the quarter.
(5) Based
on the underlying rate if still held at March 31, 2024. For those investments sold or paid down in full during the year, based
on the rate in effect at the time of sale or paid down.
Portfolio
Internal Performance Ratings
In general, we employ a strategy designed to
ensure early detection of potential issues at underlying borrowers, including monthly financial reviews internal tracking memoranda,
weekly “watch list” discussions and other like activities. We have designed a risk rating system to aid in our portfolio
management efforts where each investment is rated level 1-9, where Level 1 is the “least risky” and Level 9 is the “most
risky.” This risk-rating system is quantitative in nature and aggregates criteria such as LTEV, leverage levels and fixed charge
coverage ratios (“FCCR”) (each measured at point-in-time and as relates to levels at the close of the investment).
46
The table below sets forth our fair value of debt
investments and number of portfolio companies, including percentage of each total, that are on watch list as of March 31, 2024 and December
31, 2023. This table excludes equity investments.
As of March 31, 2024
As of December 31, 2023
Fair Value
($ in millions)
%
Number of
Companies
%
Fair Value
($ in millions)
%
Number of
Companies
%
$
74.9
4.2
%
5
4. 9
%
$
74.0
5.5
%
5
6.6
%
We use Global Industry Classification Standards
(GICS), Level 3 – Industry, for classifying the industry groupings of our portfolio companies. The table below describes long-term
investments by industry composition based on fair value as of March 31, 2024 and December 31, 2023.
March 31,
2024
December 31,
2023
Trading companies & distributors
12.3
%
15.3
%
Food products
9.9
%
11.5
%
Health care providers & services
7.9
%
7.4
%
Commercial services & supplies
7.9
%
9.4
%
Containers & packaging
5.6
%
7.2
%
Aerospace & defense
5.4
%
6.3
%
Professional services
5.3
%
4.5
%
Leisure products
3.9
%
3.3
%
IT services
3.3
%
3.8
%
Chemicals
2.9
%
3.1
%
Machinery
2.8
%
3.8
%
Textiles, apparel & luxury goods
2.5
%
3.3
%
Automobile components
2.5
%
2.0
%
Specialty retail
2.5
%
0.7
%
Pharmaceuticals
2.3
%
0.5
%
Personal care products
2.3
%
3.0
%
Insurance
2.2
%
2.2
%
Software
2.0
%
2.5
%
Diversified telecommunication services
1.8
%
0.4
%
Health care equipment & supplies
1.7
%
1.5
%
Wireless telecommunication services
1.7
%
2.1
%
Hotels, restaurants & leisure
1.5
%
-
%
Building products
1.5
%
2.0
%
Media
1.5
%
-
%
Household durables
1.2
%
1.5
%
Entertainment
1.0
%
-
%
Semiconductors & semiconductor equipment
1.0
%
-
%
Household products
0.9
%
1.2
%
Construction materials
0.8
%
-
%
Biotechnology
0.7
%
0.9
%
Electrical equipment
0.5
%
-
%
Capital markets
0.5
%
0.6
%
Diversified consumer services
0.2
%
-
%
Total
100.0
%
100.0
%
47
Results of Operations
For the three months ended March 31, 2024 and 2023, our total investment
income was derived from our portfolio of investments.
The following table represents the operating results
for the three months ended March 31, 2024 and 2023.
For the three months ended
March 31,
2024
2023
($ in millions)
($ in millions)
Total investment income
$ 46.5
$ 36.4
Less: Net expenses
(22.7 )
(17.1 )
Net investment income
23.8
19.3
Net realized gains (losses) on investments
-
-
Net change in unrealized gains (losses) on investments
4.0
0.1
Net increase (decrease) in net assets resulting from
operations
$ 27.8
$ 19.4
Investment Income
Investment income for the three months ended March 31, 2024 and 2023
totaled $46.5 million and $36.4 million, respectively, and consisted primarily of interest income on our debt investments. For the three
months ended March 31, 2024, and 2023 we had $0.3 million and $0.2 million, respectively, of PIK interest included in interest income.
As of March 31, 2024, we had one debt investment on non-accrual status. As of March 31, 2023, all debt investments were income producing,
and there were no loans on non-accrual status.
Expenses
Operating expenses for the three months ended
March 31, 2024 and 2023 were as follows:
For the three months ended
March 31,
2024
2023
($ in millions)
($ in millions)
Interest and debt financing expenses
$ 15.7
$ 11.5
Management fees
3.5
2.7
Incentive fees
2.6
2.1
Directors fees
0.1
0.2
Other operating expenses
0.8
0.6
Total expenses
$ 22.7
$ 17.1
48
Net Unrealized Gains (Losses) on Investments
We fair value our portfolio investments quarterly and any changes in
fair value are recorded as unrealized gains or losses. During the three months ended March 31, 2024 and 2023, net unrealized gains (losses)
on our investment portfolio were comprised of the following:
For the three months ended
March 31,
2024
2023
($ in millions)
($ in millions)
Unrealized gains on investments
$ 7.7
$ 3.6
Unrealized (losses) on investments
(3.7 )
(3.5 )
Net change in unrealized gains (losses) on investments
$ 4.0
$ 0.1
For these three-month periods ended March 31,
2024 and 2023, the top five largest contributors to the change in unrealized gains and change in unrealized losses on investments are
presented in the following tables.
For the three
months ended
March 31,
2024
($ in millions)
Portfolio Company
Envirotech Services, LLC
$ 0.9
Refocus Management Services, LLC
0.7
Pixel Intermediate, LLC
0.6
BC CS 2, L.P. (Cuisine Solutions)
0.6
CCFF Buyer, LLC (California Custom Fruits & Flavors, LLC)
0.5
Other portfolio companies unrealized gains
4.4
Other portfolio companies unrealized (losses)
(2.5 )
Siegel Egg Co., LLC
(0.1 )
FCA, LLC (FCA Packaging)
(0.2 )
Trademark Global LLC
(0.2 )
Universal Marine Medical Supply International, LLC (Unimed)
(0.3 )
American Soccer Company, Incorporated (SCORE)
(0.4 )
Total Change in Unrealized Gain (Loss), net
$ 4.0
For the three
months ended
March 31,
2023
($ in millions)
Portfolio Company
Techniks Holdings, LLC / Eppinger Holdings Germany GMBH
$ 0.6
Engineered Fastener Company, LLC (EFC International)
0.6
Krayden Holdings, Inc.
0.5
Pavion Corp.(f/k/a Corbett Technology Solutions, Inc.)
0.4
BLP Buyer, Inc. (Bishop Lifting Products)
0.2
Other portfolio companies unrealized gains
1.3
Other portfolio companies unrealized (losses)
(2.1 )
Gusmer Enterprises, Inc.
(0.2 )
LSL Industries, LLC (LSL Healthcare)
(0.3 )
Genuine Cable Group, LLC
(0.3 )
Drew Foam Companies, Inc.
(0.3 )
AIDC Intermediate Co 2, LLC (Peak Technologies)
(0.3 )
Total Change in Unrealized Gain (Loss), net
$ 0.1
49
Financial Condition, Liquidity and Capital
Resources
Our liquidity and capital resources are generated
primarily from the net proceeds of any offering of our shares of common stock, proceeds from borrowing on our credit facilities, proceeds
from the issuance of senior unsecured notes and from cash flows from interest and fees earned from our investments and principal repayments
and proceeds from sales of our investments. Our primary use of cash will be investments in portfolio companies, payments of our expenses,
repayments of borrowings under credit facilities and senior unsecured notes, and payment of cash distributions to our stockholders.
We finance our investments with leverage in the
form of borrowings under credit facilities and issuances of senior unsecured notes. We also intend to further borrow under credit facilities
and/or issue senior unsecured notes in the future in order to finance our investments. In accordance with the 1940 Act, we are required
to meet a coverage ratio of total assets (less total liabilities other than indebtedness) to total borrowings and other senior securities
(and any preferred stock that we may issue in the future) of at least 150%. If this ratio declines below 150%, we cannot incur additional
leverage and could be required to sell a portion of our investments to repay some leverage when it is disadvantageous to do so. As of
March 31, 2024 and December 31, 2023, our asset coverage ratios were 223% and 198%, respectively. We currently intend to target asset
coverage of 200% to 180% (which equates to a debt-to-equity ratio of 1.0x to 1.25x) but may alter this target based
on market conditions.
Over the next twelve months, we expect that cash
and cash equivalents, taken together with our available capacity under our credit facilities, will be sufficient to conduct anticipated
investment activities. Beyond twelve months, we expect that our cash and liquidity needs will continue to be met by cash generated from
our ongoing operations as well as financing activities.
As of March 31, 2024, we had $75 million Notes outstanding, $584 million
borrowed under our credit facilities and cash and cash equivalents of $44.3 million (including short-term investments). As of May 7, 2024,
we had $75 million Notes outstanding, $537 million borrowed under our credit facilities and cash and cash equivalents of $82.0 million
(including short-term investments).
Capital Contributions
On February 14, 2024, we issued 7,089,771 shares of our common stock
related to capital called at an aggregate purchase price of $118.7 million. On April 2, 2024, we issued 16,232,415 shares of our common
stock related to capital called at an aggregate purchase price of $269.9 million. During the three months ended March 31, 2023, we did
not issue any shares of our common stock related to capital called . As of May 3, 2024, we had called
all of our capital relating to our $1,046.9 million in existing subscription agreements that we had entered into with investors through
a private offering, and we do not have any remaining undrawn capital commitments.
Senior Unsecured Notes
As
of March 31, 2024, we have $75 million of senior unsecured notes outstanding, with $25 million of 8.65% Series A Notes due June 2027
(the “Series A Notes”) and $50 million of 8.74% Series B Notes due June 2028 (the “Series B Notes”, and collectively
with the Series A Notes, the “Notes”).
Credit Facilities
Corporate Credit Facility: As of March
31, 2024, we are party to a senior secured revolving credit facility (the “Corporate Credit Facility”), that has a total commitment
of $400 million. The 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 us, under certain circumstances, to increase the overall
size of the Corporate Credit Facility to a maximum of $550 million. 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%. We are also required to pay
a commitment fee of 0.375% per annum on any unused portion of the Corporate Credit Facility.
50
Revolving Funding Facility: On April 3,
2024, we and our wholly owned, special purpose financing subsidiary, Kayne Anderson BDC Financing, LLC (“KABDCF”), amended
our senior secured revolving funding facility (the “Revolving Funding Facility”). Under the terms of the third amendment,
we and KABDCF increased the commitment amount from $455 million to $600 million. The Revolving Funding Facility is secured by all of the
assets held by, and the membership interest in, KABDCF. The end of the reinvestment period was extended to April 2, 2027 and the maturity
date was extended to April 3, 2029. The interest rate on the Revolving Funding Facility was reduced from daily SOFR plus 2.75% per annum
to SOFR plus 2.375% - 2.50% per annum depending on the mix of loans securing the Revolving Funding Facility.
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.
Revolving Funding Facility II: As of March
31, 2024, we and our wholly owned, special purpose financing subsidiary, Kayne Anderson BDC Financing II, LLC (“KABDCF II”),
are party to a senior secured revolving credit facility (the “Revolving Funding Facility II”). The Revolving Funding Facility
II has an initial commitment of $150 million which, under certain circumstances, can be increased up to $500 million. The Revolving Funding
Facility II is secured by all of the assets held by KABDCF II and the Company has agreed that it will not grant or allow a lien on the
membership interest of KABDCF II. The end of the reinvestment period and the stated maturity date for the Revolving Funding Facility II
are December 22, 2026, and December 22, 2028, respectively. The interest rate on the Revolving Funding Facility II is equal to 3-month
term SOFR plus 2.70% per annum. KABDCF II is also required to pay a commitment fee of 0.50% between December 22, 2023 and September 22,
2024 and 0.75% thereafter on the unused portion of the Revolving Funding Facility II.
Subscription Credit Agreement: As of March
31, 2024, we are party to a senior secured revolving credit agreement that includes a capital call facility (the “Subscription Credit
Agreement”). The Subscription Credit Agreement permits us to elect the commitment amount each quarter to borrow up to $50 million,
subject to availability under the borrowing base which is calculated based on the unused capital commitments of the investors meeting
various eligibility requirements. The Subscription Credit Agreement has a maximum commitment of $50 million and the interest rate under
the facility is equal to Term SOFR plus 2.25% (subject to a 0.275% floor). We are also required to pay a commitment fee of 0.25% per annum
on the unused portion of the Subscription Credit Agreement. We also pay an extension fee of 0.075% per quarter on the elected commitment
amount on the first day of each calendar quarter. On April 1, 2024, we repaid all amounts outstanding and terminated the remaining commitment
of $50 million under the Subscription Credit Agreement that was scheduled to mature on December 31, 2024.
Contractual Obligations
A summary of our significant contractual principal
payment obligations related to the repayment of our outstanding indebtedness at March 31, 2024 is as follows:
Payments Due by Period ($ in millions)
Total
Less than
1 year
1-3
years
3-5
years
After
5 years
Senior Unsecured Notes
$ 75.0
$ -
$ -
$ 75.0
$ -
Corporate Credit Facility
198.0
-
198.0
-
-
Revolving Funding Facility
319.0
-
319.0
-
-
Revolving Funding Facility II
67.0
-
-
67.0
-
Subscription Credit Agreement
-
-
-
-
-
Total contractual obligations
$ 659.0
$ -
$ 517.0
$ 142.0
$ -
Off-Balance Sheet Arrangements
As of March 31, 2024 and December 31, 2023, we
had an aggregate $169.1 million and $147.9 million, respectively, of unfunded commitments to provide debt financing to our portfolio companies.
Such commitments are generally subject to the satisfaction of certain financial and nonfinancial covenants and involve, to varying degrees,
elements of credit risk in excess of the amount recognized in our financial statements. Other than contractual commitments and other legal
contingencies incurred in the normal course of our business, we do not have any other off-balance sheet financings or liabilities.
Critical Accounting Estimates
The preparation of our consolidated financial
statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses.
Changes in the economic environment, financial markets, and any other parameters used in determining such estimates could cause actual
results to differ. Our critical accounting policies, including those relating to the valuation of our investment portfolio, are described
below. The critical accounting policies should be read in conjunction with our risk factors in our Annual Report on Form 10-K for the
fiscal year ended December 31, 2023 and in this Quarterly Report. See Note 2 to our consolidated financial statements for the
three months ended March 31, 2024, for more information on our critical accounting policies.
51
Investment Valuation
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,
broadly syndicated 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 our Advisor, fair market value will be determined using our Advisor’s
valuation process for investments that are privately issued or otherwise restricted as to resale.
We may also invest, to a lesser extent, in equity
securities purchased in conjunction with debt investments. While we anticipate these equity securities to be issued by privately held
companies, we 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.
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 our
Advisor, or (b) the independent pricing service or independent broker does not provide prices or provides a price that in the judgment
of our 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. We expect that a significant majority of our investments will be Level 3 investments. Unless otherwise
determined by the Advisor, the following valuation process is used for our 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, a third-party valuation firm engaged by the Advisor reviews 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 firm 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 the third-party valuation firm 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 as part of the Board’s oversight
responsibilities.
Refer to Note 5 – Fair Value – for
more information on the Company’s valuation process.
52
Revenue Recognition
We record interest income on an accrual basis
to the extent that we expect to collect such amounts. For loans and debt securities with contractual PIK interest, which represents contractual
interest accrued and added to the principal balance, we generally will not accrue PIK interest for accounting purposes if the portfolio
company valuation indicates that such PIK interest is not collectible. We do not accrue as a receivable interest on loans and debt securities
for accounting purposes if we have reason to doubt our ability to collect such interest. OIDs, market discounts or premiums are accreted
or amortized using the effective interest method as interest income. We record prepayment premiums on loans and debt securities as interest
income.
Related Party Transactions
Investment Advisory Agreement . On February 5,
2021, we entered into the Investment Advisory Agreement with our Advisor. On March 6, 2024, the Board approved an additional one-year
term of the Investment Advisory Agreement from March 16, 2024 to March 15, 2025. In addition, on March 6, 2024, the Board approved an
amended and restated investment advisory agreement between the Company and the Advisor, which will be effective upon an initial public
offering of shares of common stock. Our Advisor will agree to serve as our investment advisor in accordance with the terms of our Investment
Advisory Agreement. Payments under our Investment Advisory Agreement in each reporting period will consist of the base management fee
equal to a percentage of the fair market value of 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
as well as an incentive fee based on our performance.
For services rendered under the Investment Advisory
Agreement, we will pay a base management fee quarterly in arrears to our Advisor based on the of the fair market value of our 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. We will also pay an incentive fee on income and an incentive fee
on capital gains to our Advisor.
Prior to an initial public offering or listing
on an exchange of our common stock (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 proceeds from a Company liquidation payable to the Company’s common stockholders have been distributed to such
stockholders.
Administration Agreement. On February 5,
2021, we entered into the Administration Agreement with our Advisor, which serves as our Administrator and will provide or oversee the
performance of its required administrative services and professional services rendered by others, which will include (but are 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. On March 6, 2024, the Board
approved an additional one-year term of the Administration Agreement through March 15, 2025.
We will reimburse the Administrator for its costs
and expenses incurred in performing its obligations under the Administration Agreement, which may include 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, such costs (including the costs of sub-administrators) will be ultimately borne by common stockholders. The Administrator
does not receive compensation from us other than reimbursement of its expenses. The Administration Agreement may be terminated by either
party with 60 days’ written notice.
Since the inception of the Company, the Administrator
has engaged sub-administrators to assist the Administrator in performing certain of its administrative duties. During this period, the
Administrator has not sought reimbursement of its expenses other than expenses incurred by the sub-administrators. On March 28, 2023,
the Administrator engaged Ultimus Fund Solutions, LLC under a sub-administration agreement. Under the terms of the sub-administration
agreement, Ultimus Fund Solutions, LLC will provide fund administration and fund accounting services. The Company pays fees to Ultimus
Fund Solutions, LLC, which constitute reimbursable expenses under the Administration Agreement. The Administrator may enter into additional
sub-administration agreements with third-parties to perform other administrative and professional services on behalf of the Administrator.
53
Item 3. 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 March 31, 2024 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). We do not include our investments on non-accrual status and non-incoming producing as of March
31, 2024 in this calculation.
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
$ (35.2 )
$ (11.7 )
$ (23.5 )
Down 100 basis points
$ (17.6 )
$ (5.8 )
$ (11.8 )
Up 100 basis points
$ 17.6
$ 5.8
$ 11.8
Up 200 basis points
$ 35.2
$ 11.7
$ 23.5
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.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
As of March 31, 2024 (the end of the period covered
by this report), we, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and
operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of
1934, as amended). Based on that evaluation, our management, including the Chief Executive Officer and Chief Financial Officer, concluded
that our disclosure controls and procedures were effective and provided reasonable assurance that information required to be disclosed
in our periodic United States Securities and Exchange Commission (the “SEC”) filings is recorded, processed, summarized and
reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated
to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding
required disclosure. However, in evaluating the disclosure controls and procedures, management recognized that any controls and procedures,
no matter how well designed and operated can provide only reasonable assurance of achieving the desired control objectives, and management
necessarily was required to apply its judgment in evaluating the cost-benefit relationship of such possible controls and procedures.
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.
54
PART II—OTHER INFORMATION
Item 1. Legal Proceedings.
Neither we nor our Advisor is currently subject
to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us, or against our Advisor.
From time to time, we, or our Advisor, may be
a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights
under contracts with our portfolio companies. While the outcome of these legal proceedings cannot be predicted with certainty, we do not
expect that these proceedings will have a material effect upon our financial condition or results of operations.
From time to time we are involved in various legal
proceedings, lawsuits and claims incidental to the conduct of our business. Our businesses are also subject to extensive regulation, which
may result in regulatory proceedings against us.
Item 1A. Risk Factors.
In addition to the other information set forth
in this report, you should carefully consider the risk factors described in Part I, “Item 1A. Risk Factors” in our Annual
Report on Form 10-K for the fiscal year ended December 31, 2023, which could materially affect our business, financial condition and/or
operating results. The risks described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 are not the only
risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially
and adversely affect our business, financial condition and/or operating results.
Item 2. Unregistered Sales of Equity Securities
and Use of Proceeds.
As set forth in the table below (dollars in thousands,
except per share and share amounts), during the three months ended March 31, 2024, we issued and sold 7,089,771 shares of common stock
at an aggregate offering amount of approximately $118.7 million. The issuance of the shares of common stock was exempt from the registration
requirements of the Securities Act, pursuant to Section 4(a)(2) and Rule 506(b) of Regulation D thereof and previously reported by us
on our current reports on Form 8-K. The Company relied, in part, upon representations from the investors in the subscription agreements
that each investor was an accredited investor as defined in Regulation D under the Securities Act. We did not engage in general solicitation
or advertising, and did not offer securities to the public in connection with such issuances and sales.
Offering
Aggregate
price per
Common stock
offering
Common stock issue date
share
shares issued
amount
February 14, 2024
$ 16.74
7,089,771
$ 118,689
Item 3. Default Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
None .
55
Item 6. Exhibits.
The exhibits required by this item are set forth
in the Exhibit Index attached hereto and are filed or incorporated as part of this Report.
Exhibit Index
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 (3)
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
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)
10.9
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)
10.10
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 )
10.11
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 (10 )
10.12
Senior Secured Revolving Credit Agreement (4)
10.13
Loan and Security Agreement (4)
10.14
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)
10.15
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 (8)
10.16
Third Amendment to Loan and Security Agreement, dated April 3, 2024, 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 (11)
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 (9)
10.18
Notes Purchase Agreement, dated June 29, 2023, by and among the Company and the Purchasers party thereto (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.
56
(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 March 10, 2023.
(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 8-K, as filed with the Securities and Exchange Commission on July 5, 2023.
(9)
Incorporated by reference from the Company’s Form 8-K, as filed with the Securities and Exchange Commission on December 29, 2023.
(10)
Incorporated by reference from the Company’s Form 8-K, as filed with the Securities and Exchange Commission on January 5, 2024.
(11)
Incorporated by reference from the Company’s Form 8-K, as filed with the Securities and Exchange Commission on April 8, 2024.
* Filed
herewith.
57
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: May 8, 2024
/s/ Douglas L. Goodwillie
Name:
Douglas L. Goodwillie
Title:
Co-Chief Executive Officer
(Co-Principal Executive Officer)
Date: May 8, 2024
/s/ Kenneth B. Leonard
Name:
Kenneth B. Leonard
Title:
Co-Chief Executive Officer
(Co-Principal Executive Officer)
Date: May 8, 2024
/s/ Terry A. Hart
Name:
Terry A. Hart
Title:
Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)
58
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.