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 June 30, 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
Common Stock, par value $0.001 per share KBDC NYSE
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 August 8, 2024, the
registrant had 71,093,551 shares of common stock, $0.001 par value per share, issued and outstanding.
Table of Contents
Page
PART I.
FINANCIAL INFORMATION
1
Item 1.
Consolidated Financial Statements
1
Consolidated Statements of Assets and Liabilities as of June 30, 2024 (Unaudited) and December 31, 2023
1
Consolidated Statements of Operations for the three and six months ended June 30, 2024 and 2023 (Unaudited)
2
Consolidated Statement of Changes in Net Assets for the three and six months ended June 30, 2024 and 2023 (Unaudited)
3
Consolidated Statement of Cash Flows for the six months ended June 30, 2024 and 2023 (Unaudited)
4
Consolidated Schedule of Investments as of June 30, 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
47
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
59
Item 4.
Controls and Procedures
59
PART II.
OTHER INFORMATION
60
Item 1.
Legal Proceedings
60
Item 1A.
Risk Factors
60
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
60
Item 3.
Defaults Upon Senior Securities
60
Item 4.
Mine Safety Disclosures
60
Item 5.
Other Information
61
Item 6.
Exhibits
61
Signatures
63
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 N-2, 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)
June 30,
2024
(Unaudited)
December 31,
2023
Assets:
Investments, at fair value:
Long-term investments (amortized cost of $ 1,825,906 and $ 1,343,223 )
$ 1,847,058
$ 1,363,498
Short-term investments (amortized cost of $ 20,344 and $ 12,802 )
20,344
12,802
Cash and cash equivalents
20,271
34,069
Receivable for principal payments on investments
5,280
104
Interest receivable
16,780
12,874
Prepaid expenses and other assets
117
319
Total Assets
$ 1,909,850
$ 1,423,666
Liabilities:
Corporate Credit Facility (Note 6)
$ 75,000
$ 234,000
Unamortized Corporate Credit Facility issuance costs
( 1,321 )
( 1,715 )
Revolving Funding Facility (Note 6)
389,000
306,000
Unamortized Revolving Funding Facility issuance costs
( 5,808 )
( 2,019 )
Revolving Funding Facility II (Note 6)
83,000
70,000
Unamortized Revolving Funding Facility II issuance costs
( 1,571 )
( 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
( 748 )
( 851 )
Payable for investments purchased
72,322
-
Distributions payable
28,446
22,050
Management fee payable (Note 3)
3,780
2,996
Incentive fee payable (Note 3)
-
14,195
Accrued expenses and other liabilities
14,574
11,949
Accrued excise tax expense
-
101
Total Liabilities
$ 731,674
$ 740,610
Commitments and contingencies (Note 8)
Net Assets:
Common Shares, $ 0.001 par value; 100,000,000 shares authorized; 71,116,459 and 41,603,666 as of June 30, 2024 and December 31, 2023, respectively, issued and outstanding
$ 71
$ 42
Additional paid-in capital
1,154,108
669,990
Total distributable earnings (deficit)
23,997
13,024
Total Net Assets
$ 1,178,176
$ 683,056
Total Liabilities and Net Assets
$ 1,909,850
$ 1,423,666
Net Asset Value Per Common Share
$ 16.57
$ 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
June 30,
For the six months ended
June 30,
2024
2023
2024
2023
Income:
Investment income from investments:
Interest income
$ 51,991
$ 40,746
$ 98,228
$ 77,112
Dividend income
462
-
719
-
Total Investment Income
52,453
40,746
98,947
77,112
Expenses:
Management fees
4,251
2,848
7,773
5,533
Incentive fees
4,109
2,420
6,740
4,558
Interest expense
13,239
13,002
28,895
24,525
Professional fees
375
143
639
293
Directors fees
158
178
305
317
Other general and administrative expenses
508
422
979
871
Total Expenses
22,640
19,013
45,331
36,097
Less: Management fee waiver (Note 3)
( 471 )
-
( 471 )
-
Less: Incentive fee waiver (Note 3)
( 4,109 )
-
( 4,109 )
-
Net expenses
18,060
19,013
40,751
36,097
Net Investment Income (Loss)
34,393
21,733
58,196
41,015
Realized and unrealized gains (losses) on investments
Net realized gains (losses):
Investments
( 138 )
-
( 138 )
-
Total net realized gains (losses)
( 138 )
-
( 138 )
-
Net change in unrealized gains (losses):
Investments
( 3,075 )
( 731 )
877
( 606 )
Total net change in unrealized gains (losses)
( 3,075 )
( 731 )
877
( 606 )
Total realized and unrealized gains (losses)
( 3,213 )
( 731 )
739
( 606 )
Net Increase (Decrease) in Net Assets Resulting from Operations
$ 31,180
$ 21,002
$ 58,935
$ 40,409
Per Common Share Data:
Basic and diluted net investment income per common share
$ 0.51
$ 0.56
$ 1.03
$ 1.10
Basic and diluted net increase in net assets resulting from operations
$ 0.46
$ 0.54
$ 1.05
$ 1.08
Weighted Average Common Shares Outstanding - Basic and Diluted
67,426,904
38,905,173
56,386,161
37,425,525
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
June 30,
For the six months ended
June 30,
2024
2023
2024
2023
Increase (Decrease) in Net Assets Resulting from Operations:
Net investment income (loss)
$ 34,393
$ 21,733
$ 58,196
$ 41,015
Net realized gains (losses) on investments
( 138 )
-
( 138 )
-
Net change in unrealized gains (losses) on investments
( 3,075 )
( 731 )
877
( 606 )
Net Increase (Decrease) in Net Assets Resulting from Operations
31,180
21,002
58,935
40,409
Decrease in Net Assets Resulting from Stockholder Dividends
Dividends to stockholders
( 28,446 )
( 20,678 )
( 47,962 )
( 37,568 )
Net Decrease in Net Assets Resulting from Stockholder Dividends
( 28,446 )
( 20,678 )
( 47,962 )
( 37,568 )
Increase in Net Assets Resulting from Capital Share Transactions
Issuance of common shares, net of underwriting and offering costs
362,308
50,000
480,997
50,000
Reinvestment of dividends
1,577
1,089
3,150
2,044
Net Increase in Net Assets Resulting from Capital Share Transactions
363,885
51,089
484,147
52,044
Total Increase (Decrease) in Net Assets
366,619
51,413
495,120
54,885
Net Assets, Beginning of Period
811,557
595,513
683,056
592,041
Net Assets, End of Period
$ 1,178,176
$ 646,926
$ 1,178,176
$ 646,926
See accompanying notes to consolidated financial
statements.
3
Kayne Anderson BDC, Inc.
Consolidated Statements of Cash Flows
(amounts in 000’s)
(Unaudited)
For the six months ended
June 30,
2024
2023
Cash Flows from Operating Activities:
Net increase (decrease) in net assets resulting from operations
$ 58,935
$ 40,409
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
138
-
Net change in unrealized (gains)/losses on investments
( 877 )
606
Net accretion of discount on investments
( 5,289 )
( 4,317 )
Sales (purchases) of short-term investments, net
( 7,542 )
( 5,247 )
Purchases of portfolio investments
( 608,157 )
( 177,629 )
Proceeds from sales of investments and principal repayments
131,288
63,543
Paid-in-kind interest from portfolio investments
( 663 )
( 1,035 )
Amortization of deferred financing cost
1,824
1,184
Increase/(decrease) in operating assets and liabilities:
(Increase)/decrease in interest and dividends receivable
( 3,906 )
( 1,826 )
(Increase)/decrease in receivable for principal payments on investments
( 5,176 )
( 37 )
Increase/(decrease) in excise tax payable
( 101 )
-
(Increase)/decrease in prepaid expenses and other assets
202
140
Increase/(decrease) in payable for investments purchased
72,322
( 956 )
Increase/(decrease) in management fees payable
784
433
Increase/(decrease) in incentive fee payable
( 14,195 )
4,558
Increase/(decrease) in accrued other general and administrative expenses
2,625
2,530
Net cash used in operating activities
( 377,788 )
( 77,644 )
Cash Flows from Financing Activities:
Borrowings/(payments) on Corporate Credit Facility, net
( 159,000 )
( 32,000 )
Borrowings on Revolving Funding Facility, net
83,000
120,000
Borrowings on Revolving Funding Facility II, net
13,000
-
Borrowings/(payments) on Subscription Credit Agreement, net
( 10,750 )
( 99,000 )
Payments of debt issuance costs
( 4,841 )
( 1,689 )
Dividends paid in cash
( 38,416 )
( 30,274 )
Proceeds from issuance of common shares, net of underwriting & offering costs
480,997
50,000
Proceeds from issuance of Notes
-
75,000
Net cash provided by financing activities
363,990
82,037
Net increase (decrease) in cash and cash equivalents
( 13,798 )
4,393
Cash and cash equivalents, beginning of period
34,069
8,526
Cash and cash equivalents, end of period
$ 20,271
$ 12,919
Supplemental and Non-Cash Information:
Interest paid during the period
$ 25,339
$ 20,556
Non-cash financing activities not included herein consisted of reinvestment of dividends
$ 3,150
$ 2,044
See accompanying notes to consolidated financial
statements.
4
Kayne Anderson BDC, Inc.
Consolidated Schedule of Investments
As of June 30, 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
Aerospace & defense
Basel U.S. Acquisition Co., Inc. (IAC) (5)(6) First lien senior secured revolving loan 11.49 % (S + 6.00 %) 12/5/2028 $ - $ - $ - 0.0 %
First lien senior secured loan 11.49 % (S + 6.00 %) 12/5/2028 18,401 18,006 18,401 1.5 %
Fastener Distribution Holdings, LLC (5) First lien senior secured loan 11.98 % (S + 6.50 %) 10/1/2025 20,391 20,102 20,456 1.7 %
First lien senior secured delayed draw loan 11.98 % (S + 6.50 %) 10/1/2025 9,052 8,987 9,081 0.8 %
Precinmac (US) Holdings, Inc. (5) First lien senior secured loan 11.43 % (S + 6.00 %) 8/31/2027 5,325 5,264 5,325 0.4 %
First lien senior secured delayed draw loan 11.43 % (S + 6.00 %) 8/31/2027 1,096 1,084 1,096 0.1 %
TransDigm Inc (5) First lien senior secured loan 8.08 % (S + 2.75 %) 8/24/2028 10,035 10,086 10,050 1.0 %
Vitesse Systems Parent, LLC (5) First lien senior secured loan 12.46 % (S + 7.00 %) 12/22/2028 31,052 30,341 31,052 2.6 %
First lien senior secured revolving loan 12.44 % (S + 7.00 %) 12/22/2028 4,367 4,256 4,367 0.4 %
99,719 98,126 99,828 8.5 %
Automobile components
Clarios Global LP (5)(6) First lien senior secured loan 8.34 % (S + 3.00 %) 5/6/2030 10,060 10,101 10,063 0.9 %
Speedstar Holding LLC (5) First lien senior secured loan 12.75 % (S + 7.25 %) 1/22/2027 4,832 4,782 4,832 0.4 %
First lien senior secured loan 12.72 % (S + 7.25 %) 1/22/2027 1,149 1,126 1,149 0.1 %
First lien senior secured delayed draw loan 12.75 % (S + 7.25 %) 1/22/2027 270 264 270 0.0 %
Vehicle Accessories, Inc. (5) First lien senior secured loan 10.71 % (S + 5.25 %) 11/30/2026 26,559 26,291 26,559 2.2 %
First lien senior secured revolving loan 10.71 % (S + 5.25 %) 11/30/2026 138 98 138 0.0 %
43,008 42,662 43,011 3.6 %
Biotechnology
Alcami Corporation (Alcami) (5) First lien senior secured delayed draw loan 12.49 % (S + 7.00 %) 12/21/2028 853 811 870 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 11,589 11,270 11,820 1.0 %
12,442 12,081 12,690 1.1 %
Building products
Eastern Wholesale Fence (5) First lien senior secured loan 13.48 % (S + 8.00 %) 10/30/2025 18,624 18,247 18,624 1.6 %
First lien senior secured revolving loan 13.48 % (S + 8.00 %) 10/30/2025 1,077 1,073 1,077 0.1 %
Ruff Roofers Buyer, LLC (5) First lien senior secured loan 11.08 % (S + 5.75 %) 11/19/2029 7,150 6,895 7,150 0.6 %
First lien senior secured revolving loan 11.08 % (S + 5.75 %) 11/19/2029 - - - 0.0 %
26,851 26,215 26,851 2.3 %
Capital markets
Atria Wealth Solutions, Inc. (5) First lien senior secured loan 12.09 % (S + 6.50 %) 11/29/2024 5,061 5,057 5,061 0.4 %
First lien senior secured delayed draw loan 12.09 % (S + 6.50 %) 11/29/2024 3,202 3,180 3,202 0.3 %
8,263 8,237 8,263 0.7 %
Chemicals
Fralock Buyer LLC (5) First lien senior secured loan 11.83% (S + 6.00%, 0.50% PIK) 3/31/2025 11,656 11,627 11,627 1.0 %
First lien senior secured revolving loan 11.83% (S + 6.00%, 0.50% PIK) 3/31/2025 649 643 647 0.1 %
Nouryon USA, LLC (5) First lien senior secured loan 8.83 % (S + 3.50 %) 4/3/2028 10,035 10,093 10,050 0.9 %
Shrieve Chemical Company, LLC (5) First lien senior secured loan 11.80 % (S + 6.38 %) 12/2/2024 8,608 8,566 8,608 0.7 %
USALCO, LLC (5) First lien senior secured loan 11.60 % (S + 6.00 %) 10/19/2027 18,891 18,627 18,891 1.5 %
First lien senior secured revolving loan 11.34 % (S + 6.00 %) 10/19/2026 1,049 1,026 1,049 0.1 %
50,888 50,582 50,872 4.3 %
5
Kayne Anderson BDC, Inc.
Consolidated Schedule of Investments
As of June 30, 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 11.74 % (S + 6.25 %) 1/29/2026 10,158 10,033 10,158 0.9 %
Alight Solutions (Tempo Acquisition LLC) (5) First lien senior secured loan 7.59 % (S + 2.25 %) 8/31/2028 10,010 10,049 10,044 0.9 %
Allentown, LLC (5) First lien senior secured loan 11.50 % (S + 6.00 %) 4/22/2027 7,547 7,504 7,547 0.6 %
First lien senior secured delayed draw loan 11.50 % (S + 6.00 %) 4/22/2027 1,363 1,350 1,363 0.1 %
First lien senior secured revolving loan 13.50 % (P + 5.00 %) 4/22/2027 357 357 357 0.0 %
American Equipment Holdings LLC (5) First lien senior secured loan 11.74 % (S + 6.00 %) 11/5/2026 17,868 17,661 17,868 1.5 %
First lien senior secured loan 11.68 % (S + 6.00 %) 11/5/2026 2,075 2,049 2,075 0.2 %
First lien senior secured loan 11.70 % (S + 6.00 %) 11/5/2026 2,639 2,588 2,639 0.2 %
First lien senior secured delayed draw loan 11.74 % (S + 6.00 %) 11/5/2026 6,208 6,123 6,208 0.5 %
First lien senior secured delayed draw loan 11.68 % (S + 6.00 %) 11/5/2026 4,944 4,891 4,944 0.4 %
First lien senior secured revolving loan 11.71 % (S + 6.00 %) 11/5/2026 1,288 1,250 1,288 0.1 %
Arborworks Acquisition LLC (5)(8)(9)(10) First lien senior secured loan 11/6/2028 4,688 4,688 4,688 0.4 %
First lien senior secured revolving loan 11/6/2028 2,345 2,345 2,345 0.2 %
BLP Buyer, Inc. (Bishop Lifting Products) (5) First lien senior secured loan 11.09 % (S + 5.75 %) 12/22/2029 27,322 26,822 27,322 2.3 %
First lien senior secured delayed draw loan 11.09 % (S + 5.75 %) 12/22/2029 3,186 3,126 3,186 0.3 %
First lien senior secured revolving loan 11.09 % (S + 5.75 %) 12/22/2029 273 202 273 0.0 %
Diverzify Intermediate LLC (5) First lien senior secured delayed draw loan 11.19 % (S + 5.75 %) 4/4/2026 - - - 0.0 %
First lien senior secured loan 11.19 % (S + 5.75 %) 5/11/2027 6,048 5,878 6,048 0.5 %
Gusmer Enterprises, Inc. (5) First lien senior secured loan 11.96 % (S + 6.50 %) 5/7/2027 4,181 4,133 4,181 0.4 %
First lien senior secured delayed draw loan 11.96 % (S + 6.50 %) 5/7/2027 7,005 6,885 7,005 0.6 %
First lien senior secured revolving loan 11.96 % (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 5,533 5,441 5,533 0.5 %
First lien senior secured delayed draw loan 12.98 % (S + 7.50 %) 7/31/2025 2,775 2,773 2,775 0.2 %
First lien senior secured revolving loan 12.98 % (S + 7.50 %) 7/31/2025 616 616 616 0.1 %
Regiment Security Partners LLC (5) First lien senior secured loan 15.48 % (S + 10.00 %) 9/15/2026 6,364 6,304 6,364 0.6 %
First lien senior secured delayed draw loan 15.48 % (S + 10.00 %) 9/15/2026 2,602 2,585 2,602 0.2 %
First lien senior secured revolving loan 15.48 % (S + 10.00 %) 9/15/2026 1,448 1,430 1,448 0.1 %
138,843 137,083 138,877 11.80 %
Construction materials
Quikrete Holdings Inc (5) First lien senior secured loan 7.59 % (S + 2.25 %) 3/19/2029 14,925 14,925 14,925 1.3 %
Containers & packaging
Carton Packaging Buyer, Inc. (Century Box) (5) First lien senior secured loan 11.56 % (S + 6.25 %) 10/30/2028 24,140 23,538 24,140 2.0 %
First lien senior secured revolving loan 11.56 % (S + 6.25 %) 10/30/2028 - - - 0.0 %
Drew Foam Companies, Inc. (5) First lien senior secured loan 12.73 % (S + 7.25 %) 11/5/2025 7,015 6,974 7,015 0.6 %
First lien senior secured loan 12.72 % (S + 7.25 %) 11/5/2025 19,940 19,749 19,940 1.7 %
FCA, LLC (FCA Packaging) (5) First lien senior secured loan 11.59 % (S + 6.50 %) 7/18/2028 18,673 18,470 18,860 1.6 %
First lien senior secured loan 11.05 % (S + 5.75 %) 7/18/2028 1,724 1,691 1,732 0.2 %
First lien senior secured revolving loan 14.00 % (P + 5.50 %) 7/18/2028 178 151 180 0.0 %
Innopak Industries, Inc. (5) First lien senior secured loan 11.68 % (S + 6.25 %) 3/5/2027 28,083 27,513 28,364 2.4 %
6
Kayne Anderson BDC, Inc.
Consolidated Schedule of Investments
As of June 30, 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
The Robinette Company (5) First lien senior secured loan 11.35 % (S + 6.00 %) 5/10/2029 10,278 10,077 10,278 0.9 %
First lien senior secured revolving loan 11.35 % (S + 6.00 %) 5/10/2029 1,207 1,098 1,207 0.1 %
First lien senior secured delayed draw loan 11.35 % (S + 6.00 %) 11/10/2025 - - - 0.0 %
111,238 109,261 111,716 9.5 %
Diversified consumer services
Fugue Finance B.V. (5)(6) First lien senior secured loan 9.10 % (S + 3.75 %) 2/26/2031 3,000 3,001 3,023 0.3 %
Diversified telecommunication services
Liberty Global/Vodafone Ziggo (5)(6) First lien senior secured loan 7.94 % (S + 2.50 %) 4/30/2028 10,060 9,957 9,714 0.8 %
Network Connex (f/k/a NTI Connect, LLC) (5) First lien senior secured loan 10.94 % (S + 5.50 %) 1/31/2026 5,169 5,123 5,169 0.4 %
Virgin Media Bristor LLC (5) First lien senior secured loan 7.94 % (S + 2.50 %) 1/31/2028 17,500 17,322 16,953 1.5 %
32,729 32,402 31,836 2.7 %
Electrical equipment
Westinghouse (Wec US Holdings LTD) (5) First lien senior secured loan 8.09 % (S + 2.75 %) 1/25/2031 10,060 10,072 10,062 0.9 %
Entertainment
UFC Holdings LLC (5) First lien senior secured loan 8.34 % (S + 2.75 %) 4/29/2026 17,450 17,489 17,482 1.5 %
Food products
BC CS 2, L.P. (Cuisine Solutions) (5)(6)(11) 13.35 % (S + 8.00 %) 7/8/2028 21,555 21,117 21,771 1.8 %
BR PJK Produce, LLC (Keany) (5) First lien senior secured loan 11.45 % (S + 6.00 %) 11/14/2027 29,490 28,965 29,926 2.5 %
First lien senior secured delayed draw loan 11.45 % (S + 6.00 %) 11/14/2027 2,023 1,964 2,053 0.2 %
First lien senior secured delayed draw loan 11.45 % (S + 6.00 %) 11/14/2027 1,426 1,368 1,447 0.1 %
CCFF
Buyer, LLC (California Custom Fruits & Flavors, LLC) (5) First lien senior secured loan 11.00 % (S + 5.75 %) 2/26/2030 13,966 13,506 14,245 1.2 %
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 11.46 % (S + 6.00 %) 8/31/2028 8,851 8,660 9,028 0.8 %
First lien senior secured delayed draw loan 11.44 % (S + 6.00 %) 8/31/2028 3,627 3,530 3,699 0.3 %
First lien senior secured revolving loan 11.44 % (S + 6.00 %) 8/31/2028 - - - 0.0 %
Gulf Pacific Holdings, LLC (5) First lien senior secured loan 11.48 % (S + 6.00 %) 9/29/2028 20,078 19,775 19,676 1.7 %
First lien senior secured delayed draw loan 11.45 % (S + 6.00 %) 9/29/2028 1,693 1,679 1,659 0.2 %
First lien senior secured revolving loan 11.49 % (S + 6.00 %) 9/29/2028 4,195 4,110 4,111 0.3 %
IF&P Foods, LLC (FreshEdge) (5) First lien senior secured loan 10.99 % (S + 5.63 %) 10/3/2028 27,107 26,597 26,972 2.3 %
First lien senior secured loan 11.36 % (S + 6.00 %) 10/3/2028 215 210 215 0.0 %
First lien senior secured delayed draw loan 10.99 % (S + 5.63 %) 10/3/2028 4,025 3,952 4,005 0.4 %
First lien senior secured revolving loan 10.99 % (S + 5.63 %) 10/3/2028 1,759 1,697 1,750 0.1 %
J&K Ingredients, LLC (5) First lien senior secured loan 11.84 % (S + 6.50 %) 11/16/2028 11,523 11,263 11,753 1.0 %
Siegel Egg Co., LLC (5) First lien senior secured loan 13.90% (S + 6.50%, 2.00% PIK) 12/29/2026 14,582 14,443 12,978 1.1 %
First lien senior secured revolving loan 13.90% (S + 6.50%, 2.00% PIK) 12/29/2026 2,603 2,571 2,316 0.2 %
Worldwide Produce Acquisition, LLC (5) First lien senior secured delayed draw loan 11.58 % (S + 6.25 %) 1/18/2029 558 544 552 0.0 %
First lien senior secured delayed draw loan 11.58 % (S + 6.25 %) 1/18/2029 463 437 459 0.1 %
First lien senior secured revolving loan 11.58 % (S + 6.25 %) 1/18/2029 - - - 0.0 %
First lien senior secured loan 11.58 % (S + 6.25 %) 1/18/2029 2,846 2,777 2,817 0.2 %
172,585 169,165 171,432 14.5 %
7
Kayne Anderson BDC, Inc.
Consolidated Schedule of Investments
As of June 30, 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 11.46 % (S + 6.00 %) 12/14/2026 12,804 12,793 12,676 1.1 %
First lien senior secured delayed draw loan 11.46 % (S + 6.00 %) 12/14/2026 1,710 1,707 1,693 0.1 %
First lien senior secured revolving loan 11.46 % (S + 6.00 %) 12/14/2026 581 577 575 0.0 %
Guardian Dentistry Partners (5) First lien senior secured loan 10.96 % (S + 5.50 %) 8/20/2026 5,945 5,834 5,945 0.5 %
First lien senior secured delayed draw loan 10.96 % (S + 5.50 %) 8/20/2026 11,651 11,444 11,651 1.0 %
First lien senior secured delayed draw loan 10.96 % (S + 5.50 %) 8/20/2026 4,545 4,518 4,545 0.4 %
First lien senior secured revolving loan 10.96 % (S + 5.50 %) 8/20/2027 - - - 0.0 %
Guided Practice Solutions: Dental, LLC (GPS) (5) First lien senior secured delayed draw loan 11.71 % (S + 6.25 %) 12/29/2025 16,738 16,381 16,738 1.4 %
Light Wave Dental Management LLC (5) First lien senior secured revolving loan 12.33 % (S + 7.00 %) 6/30/2029 3,336 3,214 3,345 0.3 %
First lien senior secured loan 12.33 % (S + 7.00 %) 6/30/2029 22,310 21,762 22,366 1.9 %
MVP VIP Borrower, LLC (5) First lien senior secured loan 11.83 % (S + 6.50 %) 1/3/2029 19,578 19,133 19,676 1.7 %
First lien senior secured delayed draw loan 11.85 % (S + 6.50 %) 1/3/2029 1,579 1,543 1,587 0.1 %
Refocus Management Services, LLC (5) First lien senior secured loan 11.43 % (S + 6.00 %) 2/14/2029 18,313 17,707 18,313 1.6 %
First lien senior secured delayed draw loan 11.43 % (S + 6.00 %) 8/14/2025 - - - 0.0 %
First lien senior secured revolving loan 11.43 % (S + 6.00 %) 2/14/2029 - - - 0.0 %
Salt Dental Collective (5) First lien senior secured delayed draw loan 12.18 % (S + 6.75 %) 2/15/2028 2,228 2,188 2,228 0.2 %
SGA Dental Partners Holdings, LLC (5) First lien senior secured loan 11.56 % (S + 6.00 %) 12/30/2026 11,767 11,647 11,767 1.0 %
First lien senior secured loan 11.60 % (S + 6.00 %) 11/30/2026 1,673 1,571 1,673 0.1 %
First lien senior secured delayed draw loan 11.61 % (S + 6.00 %) 12/30/2026 10,968 10,845 10,968 0.9 %
First lien senior secured delayed draw loan 11.61 % (S + 6.00 %) 12/31/2024 - - - 0.0 %
First lien senior secured revolving loan 11.56 % (S + 6.00 %) 12/30/2026 690 665 690 0.1 %
146,416 143,529 146,436 12.4 %
Health care equipment & supplies
LSL Industries, LLC (LSL Healthcare) (5) First lien senior secured loan 12.44 % (S + 7.00 %) 11/3/2027 19,430 18,747 19,236 1.6 %
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 8.09 % (S + 2.75 %) 10/23/2028 10,035 10,079 10,048 0.9 %
29,465 28,826 29,284 2.5 %
8
Kayne Anderson BDC, Inc.
Consolidated Schedule of Investments
As of June 30, 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 8.19 % (S + 2.75 %) 12/15/2027 10,035 10,059 10,024 0.8 %
Restaurant Brands (1011778 BC ULC) (5)(6) First lien senior secured loan 7.09 % (S + 1.75 %) 9/23/2030 17,456 17,476 17,394 1.5 %
27,491 27,535 27,418 2.3 %
Household durables
Curio Brands, LLC (5) First lien senior secured loan 10.68 % (S + 5.25 %) 12/21/2027 16,377 16,113 16,336 1.4 %
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 3,931 3,931 3,922 0.3 %
20,308 20,044 20,258 1.7 %
Household products
Home Brands Group Holdings, Inc. (ReBath) (5) First lien senior secured loan 10.19 % (S + 4.75 %) 11/8/2026 16,318 16,137 16,318 1.4 %
First lien senior secured revolving loan 10.19 % (S + 4.75 %) 11/8/2026 - - - 0.0 %
16,318 16,137 16,318 1.4 %
Insurance
Allcat Claims Service, LLC (5) First lien senior secured loan 11.44 % (S + 6.00 %) 7/7/2027 7,678 7,534 7,639 0.7 %
First lien senior secured delayed draw loan 11.44 % (S + 6.00 %) 7/7/2027 21,496 21,200 21,388 1.8 %
First lien senior secured revolving loan 11.44 % (S + 6.00 %) 7/7/2027 - - - 0.0 %
AmWINS Group Inc (5) First lien senior secured loan 7.71 % (S + 2.25 %) 2/19/2028 10,008 10,024 9,995 0.8 %
39,182 38,758 39,022 3.3 %
IT services
Domain Information Services Inc. (Integris) (5) First lien senior secured loan 11.20 % (S + 5.75 %) 6/30/2026 20,340 20,058 20,339 1.7 %
First lien senior secured loan 11.24 % (S + 5.75 %) 6/30/2026 359 352 359 0.0 %
Improving Acquisition LLC (5) First lien senior secured loan 11.94 % (S + 6.50 %) 7/26/2027 31,491 31,048 31,334 2.7 %
First lien senior secured revolving loan 11.93 % (S + 6.50 %) 7/26/2027 - - - 0.0 %
52,190 51,458 52,032 4.4 %
Leisure products
BCI Burke Holding Corp. (5) First lien senior secured loan 11.10 % (S + 5.50 %) 12/14/2027 13,766 13,645 13,766 1.2 %
First lien senior secured delayed draw loan 11.10 % (S + 5.50 %) 12/14/2027 497 467 497 0.0 %
First lien senior secured revolving loan 11.10 % (S + 5.50 %) 6/14/2027 - - - 0.0 %
MacNeill Pride Group (5) First lien senior secured loan 12.60 % (S + 6.50%, 0.50 % PIK) 4/22/2026 8,212 8,163 8,047 0.7 %
First lien senior secured delayed draw loan 12.60 % (S + 6.50%, 0.50 % PIK) 4/22/2026 3,260 3,222 3,195 0.3 %
First lien senior secured revolving loan 12.60 % (S + 7.00 %) 4/22/2026 599 580 587 0.0 %
Pixel Intermediate, LLC (5)(6) First lien senior secured loan 11.56 % (S + 6.25 %) 2/1/2029 20,828 20,337 20,828 1.8 %
First lien senior secured revolving loan 11.59 % (S + 6.25 %) 2/1/2029 4,394 4,246 4,394 0.4 %
Spinrite, Inc. (5)(6) First lien senior secured loan 10.84 % (S + 5.50 %) 6/30/2025 5,145 5,145 5,145 0.4 %
First lien senior secured revolving loan 10.84 % (S + 5.50 %) 6/30/2025 850 850 850 0.1 %
Trademark Global LLC (5)(8)(9) First lien senior secured loan 7/30/2024 11,903 11,900 9,701 0.8 %
First lien senior secured revolving loan 7/30/2024 2,654 2,652 2,163 0.2 %
VENUplus, Inc. (f/k/a CTM Group, Inc.) (5) First lien senior secured loan 12.25 % (S + 6.75 %) 11/30/2026 4,398 4,321 4,354 0.3 %
76,506 75,528 73,527 6.2 %
9
Kayne Anderson BDC, Inc.
Consolidated Schedule of Investments
As of June 30, 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
Eppinger Technologies, LLC (5)(6) First lien senior secured loan 13.98 % (S + 7.75%, 0.75 % PIK) 2/4/2026 24,846 24,507 24,846 2.1 %
First lien senior secured revolving loan 13.00 % (S + 6.75%, 0.75 % PIK) 2/4/2026 1,066 1,033 1,066 0.1 %
Luxium Solutions, LLC (5) First lien senior secured loan 11.59 % (S + 6.25 %) 12/1/2027 8,555 8,421 8,555 0.7 %
First lien senior secured delayed draw loan 11.59 % (S + 6.25 %) 11/10/2025 - - - 0.0 %
PVI Holdings, Inc (5) First lien senior secured loan 11.82 % (S + 6.39 %) 1/18/2028 23,774 23,512 23,774 2.0 %
58,241 57,473 58,241 4.9 %
Media
Directv Financing LLC (5) First lien senior secured loan 10.46 % (S + 5.00 %) 8/2/2027 16,154 16,227 16,170 1.4 %
Personal care products
DRS Holdings III, Inc. (Dr. Scholl's) (5) First lien senior secured loan 11.69 % (S + 6.25 %) 11/1/2025 10,920 10,884 10,920 0.9 %
First lien senior secured revolving loan 11.69 % (S + 6.25 %) 11/1/2025 - - - 0.0 %
PH Beauty Holdings III, Inc. (5) First lien senior secured loan 10.72 % (S + 5.00 %) 9/25/2025 10,540 10,416 10,540 0.9 %
Phoenix YW Buyer, Inc. (Elida Beauty) (5) First lien senior secured loan 10.35 % (S + 5.00 %) 5/31/2030 11,995 11,684 11,995 1.0 %
First lien senior secured revolving loan 10.35 % (S + 5.00 %) 5/31/2030 -
-
-
0.0 %
Silk Holdings III Corp. (Suave) (5) First lien senior secured loan 10.76 % (S + 5.50 %) 5/1/2029 32,773 31,648 32,773 2.8 %
First lien senior secured revolving loan 9.26 % (S + 4.00 %) 5/1/2029 8,333 8,037 8,333 0.7 %
74,561 72,669 74,561 6.3 %
Pharmaceuticals
Foundation Consumer Brands (5) First lien senior secured loan 11.73 % (S + 6.25 %) 2/12/2027 6,710 6,680 6,777 0.6 %
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 8.46 % (S + 3.00 %) 5/5/2028 17,400 17,523 17,400 1.5 %
Organon & Co (5)(6) First lien senior secured loan 7.83 % (S + 2.50 %) 5/17/2031 12,440 12,409 12,440 1.0 %
36,550 36,612 36,617 3.1 %
Professional services
4 Over International, LLC (5) First lien senior secured loan 12.44 % (S + 7.00 %) 12/7/2026 19,145 18,564 19,024 1.6 %
DISA Holdings Corp. (DISA) (5) First lien senior secured delayed draw loan 10.35 % (S + 5.00 %) 9/9/2028 8,362 8,140 8,362 0.7 %
First lien senior secured revolving loan 10.35 % (S + 5.00 %) 9/9/2028 - - - 0.0 %
First lien senior secured loan 10.35 % (S + 5.00 %) 9/9/2028 1,317 1,299 1,317 0.1 %
First lien senior secured loan 10.35 % (S + 5.00 %) 9/9/2028 22,065 21,564 22,065 1.9 %
Dun & Bradstreet Corp (5) First lien senior secured loan 8.10 % (S + 2.75 %) 1/18/2029 10,035 10,047 10,035 0.9 %
Envirotech Services, LLC (5) First lien senior secured loan 11.33 % (S + 6.00 %) 1/18/2029 33,213 32,379 33,213 2.8 %
First lien senior secured revolving loan 11.33 % (S + 6.00 %) 1/18/2029 - - - 0.0 %
94,137 91,993 94,016 8.0 %
10
Kayne Anderson BDC, Inc.
Consolidated Schedule of Investments
As of June 30, 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 7.83 % (S + 2.50 %) 8/17/2029 11,908 11,951 11,906 1.0 %
Software
AIDC Intermediate Co 2, LLC (Peak Technologies) (5) First lien senior secured loan 11.72 % (S + 6.25 %) 7/22/2027 34,475 33,684 34,475 2.9 %
Specialty retail
Great Outdoors Group, LLC (5) First lien senior secured loan 9.21 % (S + 3.75 %) 3/6/2028 17,410 17,457 17,382 1.5 %
Harbor Freight Tools USA Inc (5) First lien senior secured loan 7.84 % (S + 2.50 %) 6/5/2031 17,500 17,457 17,438 1.4 %
Sundance Holdings Group, LLC (5)(7) First lien senior secured loan 14.93 % (S + 8.00 %, 1.50 % PIK) 6/30/2025 9,355 9,349 8,911 0.8 %
First lien senior secured delayed draw loan 14.98 % (S + 0.00 %, 9.50 % PIK) 6/30/2025 4 3 5 0.0 %
44,269 44,266 43,736 3.7 %
Textiles, apparel & luxury goods
American Soccer Company, Incorporated (SCORE) (5) First lien senior secured loan 12.73 % (S + 7.25 %) 7/20/2027 29,665 29,232 28,848 2.4 %
First lien senior secured revolving loan 12.73 % (S + 7.25 %) 7/20/2027 4,493 4,440 4,370 0.4 %
BEL USA, LLC (5) First lien senior secured loan 12.49 % (S + 7.00 %) 6/2/2026 5,661 5,575 5,661 0.5 %
First lien senior secured loan 12.49 % (S + 7.00 %) 6/2/2026 93 92 93 0.0 %
YS Garments, LLC (5) First lien senior secured loan 12.92 % (S + 7.50 %) 8/9/2026 6,378 6,310 6,218 0.5 %
46,290 45,649 45,190 3.8 %
Trading companies & distributors
BCDI Meteor Acquisition, LLC (Meteor) (5) First lien senior secured loan 12.43 % (S + 7.00 %) 6/29/2028 18,449 18,091 18,449 1.6 %
Broder Bros., Co. (5) First lien senior secured loan 11.60 % (S+ 6.00 %) 12/4/2025 4,553 4,406 4,553 0.4 %
CGI Automated Manufacturing, LLC (5) First lien senior secured loan 12.60 % (S + 7.00 %) 12/17/2026 20,244 19,700 20,396 1.7 %
First lien senior secured loan 12.60 % (S + 7.00 %) 12/17/2026 6,594 6,494 6,644 0.6 %
First lien senior secured delayed draw loan 12.60 % (S + 7.00 %) 12/17/2026 3,569 3,482 3,596 0.3 %
First lien senior secured revolving loan 12.60 % (S + 7.00 %) 12/17/2026 2,161 2,092 2,178 0.2 %
EIS Legacy, LLC (5) First lien senior secured loan 11.45 % (S + 6.00 %) 11/1/2027 17,958 17,699 17,958 1.5 %
First lien senior secured loan 11.43 % (S + 6.00 %) 11/1/2027 4,104 4,024 4,104 0.3 %
First lien senior secured loan 11.42 % (S + 6.00 %) 11/1/2027 9,618 9,453 9,618 0.8 %
First lien senior secured delayed draw loan 11.43 % (S + 6.00 %) 11/1/2027 3,076 3,017 3,076 0.3 %
First lien senior secured revolving loan 11.43 % (S + 6.00 %) 11/1/2027 - - - 0.0 %
Energy Acquisition LP (Electrical Components International, Inc. - ECI) (5) First lien senior secured loan 11.83 % (S + 6.50 %) 5/10/2029 25,089 24,600 25,089 2.1 %
First lien senior secured delayed draw loan 11.84 % (S + 6.50 %) 5/10/2029 1,192 1,154 1,192 0.1 %
Engineered Fastener Company, LLC (EFC International) (5) First lien senior secured loan 11.98 % (S + 6.50 %) 11/1/2027 23,485 23,048 23,591 2.0 %
Genuine Cable Group, LLC (5) First lien senior secured loan 11.25 % (S + 5.75 %) 11/1/2026 28,910 28,309 28,910 2.4 %
First lien senior secured loan 11.25 % (S + 5.75 %) 11/1/2026 5,478 5,348 5,478 0.5 %
I.D. Images Acquisition, LLC (5) First lien senior secured loan 11.73 % (S + 6.25 %) 7/30/2027 13,579 13,487 13,579 1.2 %
First lien senior secured delayed draw loan 11.73 % (S + 6.25 %) 7/30/2027 2,473 2,462 2,473 0.2 %
First lien senior secured loan 11.69 % (S + 6.25 %) 7/30/2027 4,498 4,445 4,498 0.4 %
First lien senior secured loan 11.73 % (S + 6.25 %) 7/30/2027 1,038 1,011 1,038 0.1 %
First lien senior secured revolving loan 11.73 % (S + 6.25 %) 7/30/2027 - - - 0.0 %
11
Kayne Anderson BDC, Inc.
Consolidated Schedule of Investments
As of June 30, 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 11.43 % (S + 6.00 %) 3/1/2025 - - - 0.0 %
First lien senior secured delayed draw loan 11.43 % (S + 6.00 %) 3/1/2025 - - - 0.0 %
First lien senior secured revolving loan 11.43 % (S + 6.00 %) 3/1/2029 - - - 0.0 %
First lien senior secured loan 11.43 % (S + 6.00 %) 3/1/2029 9,443 9,132 9,443 0.8 %
OAO Acquisitions, Inc. (BearCom) (5) First lien senior secured loan 11.58 % (S + 6.25 %) 12/27/2029 21,317 21,017 21,743 1.8 %
First lien senior secured delayed draw loan 11.58 % (S + 6.25 %) 12/27/2029 810 745 826 0.1 %
First lien senior secured revolving loan 11.58 % (S + 6.25 %) 12/27/2029 - - - 0.0 %
Univar (Windsor Holdings LLC) (5) First lien senior secured loan 9.34 % (S + 4.00 %) 8/1/2030 10,010 10,074 10,062 0.8 %
237,648 233,290 238,494 20.2 %
Wireless telecommunication services
Centerline Communications, LLC (5) First lien senior secured loan 12.49 % (S + 6.00%, 1.00 % PIK) 8/10/2027 5,865 5,786 5,469 0.5 %
First lien senior secured loan 12.49 % (S + 6.00%, 1.00 % PIK) 8/10/2027 9,932 9,788 9,262 0.8 %
First lien senior secured delayed draw loan 12.49 % (S + 6.00%, 1.00 % PIK) 8/10/2027 7,044 6,949 6,568 0.6 %
First lien senior secured delayed draw loan 12.49 % (S + 6.00%, 1.00 % PIK) 8/10/2027 6,200 6,108 5,782 0.5 %
First lien senior secured revolving loan 12.49 % (S + 6.00%, 1.00 % PIK) 8/10/2027 1,808 1,786 1,830 0.2 %
First lien senior secured loan 12.49 % (S + 6.00%, 1.00 % PIK) 8/10/2027 1,020 996 951 0.1 %
31,869 31,413 29,862 2.7 %
Total Debt Investments 1,835,979 1,808,343 1,828,431 155.2 %
12
Kayne Anderson BDC, Inc.
Consolidated Schedule of Investments
As of June 30, 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(9)
Automobile components
Vehicle Accessories, Inc. - Class A common
(12)
128,250
-
425
0.1 %
Vehicle Accessories, Inc. - preferred
(12)
250,000
250
305
0.0 %
250
730
0.1 %
Commercial services & supplies
American Equipment Holdings LLC - Class A units
(13)
426
284
518
0.0 %
Arborworks Acquisition LLC - Class A preferred units
(10)
21,716
9,179
9,078
0.8 %
Arborworks Acquisition LLC - Class B preferred units
(10)
21,716
-
-
0.0 %
Arborworks Acquisition LLC - Class A common units
(10)
2,604
-
-
0.0 %
BLP Buyer, Inc. (Bishop Lifting Products) - Class A common
(14)
582,469
652
1,200
0.1 %
10,115
10,796
0.9 %
Containers & packaging
Robinette Company Acquisition, LLC – Class A common units
(15)
9
-
-
0.0 %
Robinette Company Acquisition, LLC – Series A preferred units
(15)
500
500
500
0.0 %
500
500
0.0 %
Food products
BC CS 2, L.P. (Cuisine Solutions)
(6)(11)
2,000,000
2,000
2,834
0.3 %
CCFF Parent, LLC (California Custom Fruits &
Flavors, LLC) – Class A-1 units
(15)
750
750
875
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
46
0.0 %
Gulf Pacific Holdings, LLC – Class C common
(13)
250
-
-
0.0 %
IF&P Foods, LLC (FreshEdge) – Class A preferred
(13)
750
750
907
0.1 %
IF&P Foods, LLC (FreshEdge) – Class B common
(13)
750
-
-
0.0 %
Siegel Parent, LLC – Common
(16)
250
250
35
0.0 %
Siegel Egg Co., LLC – Convertible Note
(16)
28
28
28
0.0 %
4,698
5,502
0.6 %
Healthcare equipment & supplies
LSL Industries, LLC (LSL Healthcare) - common
(13)
7,500
750
314
0.0 %
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
0.0 %
Total Equity Investments
17,563
18,627
1.6 %
Total Debt and Equity Investments
1,825,906
1,847,058
156.8 %
Number of
Fair
Percentage
Footnotes
Shares
Cost
Value
of Net Assets
Short-Term Investments
Morgan Stanley Institutional Liquidity Fund, Institutional Class, 5.14%
(17)
20,343,897
20,344
20,344
1.7 %
Total Short-Term Investments
20,343,897
20,344
20,344
1.7 %
Total Investments
$ 1,846,250
$ 1,867,402
158.5 %
Liabilities in Excess of Other Assets
( 689,226 )
( 58.5 )%
Net Assets
$ 1,178,176
100.0 %
(1) As of June 30, 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.
See accompanying notes to consolidated financial
statements.
13
Kayne Anderson BDC, Inc.
Consolidated Schedule of Investments
As of June 30, 2024
(amounts in 000’s, except number of shares,
units)
(Unaudited)
(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 June 30, 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 Financing
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 June 30, 2024, 9.5% 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 June 30, 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. This investment is characterized as subordinated debt.
(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 26.62% 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, 0.75% of the common equity of CCFF Parent, LLC (California Custom Fruits & Flavors,
LLC) and 0.89% of the equity interest of Robinette Company Acquisition, LLC.
(16) The Company owns 23.34% 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 June 30, 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.
On May 24, 2024, the Company closed its initial public offering (“IPO”), issuing 6,000,000 shares of its common stock at a
public offering price of $ 16.63 per share. Net of underwriting fees, the Company received net cash proceeds, before offering expenses,
of $ 93,793 . The Company’s common stock began trading on the New York Stock Exchange (“NYSE”) under the ticker symbol
“KBDC” on May 22, 2024.
Prior to its IPO, the Company conducted 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 made a capital commitment to purchase shares of its common stock pursuant
to a subscription agreement entered into with the Company. From its initial closing of the private offering (the “Initial Closing”)
on February 5, 2021 through its final capital call closing on April 2, 2024, the Company issued shares of its common stock equal to the
aggregate capital commitment of $ 1,046,928 . Following the final closing on April 2, 2024, the Company had no remaining undrawn capital
commitments.
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 six months ended June 30,
2024 and 2023, the Company had $ 663 and $ 1,035 , respectively, of PIK interest included in interest income, which represents 0.7 % and 1.3 %,
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 June 30, 2024,
the Company had two debt investments on non-accrual status, which comprised 1.2 % and 1.0 %, respectively, of total debt investments at
cost and fair value. As of June 30, 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 its initial public offering,
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 (the “Amended Investment Advisory Agreement”) and
a fee waiver agreement (the “Fee Waiver Agreement”) between the Company and the Advisor, which became effective upon the completion
of the initial public offering of the Company’s shares of common stock on May 24, 2024 (the “IPO Date”).
The Amended
Investment Advisory Agreement is materially the same as the Investment Advisory Agreement except, following the IPO Date, the base management
fee is calculated at an annual rate of 1.00 % and the incentive fee on income is subject to a twelve-quarter lookback quarterly
hurdle rate of 1.50 % as opposed to a single quarter measurement and is subject to an Incentive Fee Cap (as defined below) based on the
Company’s Cumulative Pre-Incentive Fee Net Return (as defined below). This lookback feature provides that the Advisor’s
income incentive fee may be reduced if the Company’s portfolio experiences aggregate write-downs or net capital losses during
the applicable Trailing Twelve Quarters (as defined below). Pursuant to the Fee Waiver Agreement, commencing on the IPO Date, the Advisor
implemented waivers of (i) the income incentive fee for three calendar quarters commencing the quarter the initial public offering
was completed and (ii) a portion of the base management fee for one year following the completion of the initial public offering.
Amounts waived by the Advisor pursuant to the Fee Waiver Agreement are not subject to recoupment by the Advisor.
Base Management Fee
Prior to the IPO Date, the base management fee
was 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.
Commencing on the IPO Date, the base management
fee is calculated at an annual rate of 1.00 % of the fair market value of the Company’s investments. Since the IPO Date was on a
date other than the first day of a calendar quarter, the management fee was calculated for the calendar quarter at a weighted rate
based on the fee rates applicable before and after the IPO Date based on the number of days
in such calendar quarter before and after the IPO Date. Pursuant to the Fee Waiver Agreement, commencing on the IPO Date, the Advisor
has contractually agreed to waive the base management fee at an annual rate of 0.25 % for one year following the IPO Date.
For the three months ended June 30, 2024, the
Company incurred base management fees of $ 3,780 , net of waiver of $ 471 . For the three months ended June 30, 2023, the Company incurred
base management fees of $ 2,848 .
For the six months ended June 30, 2024, the Company
incurred base management fees of $ 7,302 , net of waiver of $ 471 . For the six months ended June 30, 2023, the Company incurred base management
fees of $ 5,533 .
Incentive Fee
The Company also pays the Advisor an incentive fee. The incentive fee
consists 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 are 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. 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 the IPO Date, 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. Pre-incentive fee net investment income excludes any realized capital gains, realized capital losses or
unrealized capital appreciation or depreciation.
Commencing on the IPO Date, the Company will pay
the Advisor an income incentive fee based on its aggregate pre-incentive fee net investment income with respect to (i) the quarter
ended June 30, 2024 (the “First Calendar Quarter”) and (ii) each subsequent calendar quarter, with the then-current calendar
quarter and the eleven preceding calendar quarters beginning with the calendar quarter after the First Calendar Quarter (or the appropriate
portion thereof in the case of any of the Company’s first eleven calendar quarters that commence after the First Calendar Quarter)
(those calendar quarters after the First Calendar Quarter, the “Trailing Twelve Quarters”).
For the First Calendar Quarter, pre-incentive fee
net investment income in respect of the First Calendar Quarter will be compared to a hurdle rate of 1.50 % ( 6.00 % annualized). The income
incentive fee for the First Calendar Quarter will be determined as follows:
● no income incentive fee is payable to the Advisor if the aggregate
pre-incentive fee net investment income for the First Calendar Quarter does not exceed that hurdle rate;
● 100 % of the aggregate pre-incentive fee net investment
income with respect to that portion of such pre-incentive fee net investment income, if any, that exceeds that hurdle rate, but
is less than a quarterly rate of 1.6667 % for the portion of the First Calendar Quarter before the initial public offering and a quarterly
rate of 1.7647 % for the portion of the First Calendar Quarter after the initial public offering, referred to the “catch-up.”
The “catch-up” is meant to provide the Advisor with approximately 10.0 % of the Company’s pre-incentive fee net
investment income for the portion of the First Calendar Quarter before the initial public offering and 15.0 % for the balance of that
First Calendar Quarter, as if the hurdle rate did not apply; and
● 10.0 % of the aggregate pre-incentive fee net investment
income, if any, that exceeds a quarterly rate of 1.6667 % for the portion of the First Calendar Quarter before the initial public offering
and 15.0 % of the aggregate pre-incentive fee net investment income, if any, that exceeds a quarterly rate of 1.7647 % for the balance
of the First Calendar Quarter.
Commencing with the calendar
quarter beginning immediately after the First Calendar Quarter, subject to the Incentive Fee Cap (described below), the pre-incentive fee
net investment income in respect of the relevant Trailing Twelve Quarters will be compared to a “Hurdle Rate” equal to the
product of (i) the hurdle rate of 1.50 % per quarter ( 6.00 % annualized) and (ii) the sum of our net assets at the beginning of
each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The Hurdle Rate will be calculated after making appropriate
adjustments to the Company’s net asset value at the beginning of each applicable calendar quarter for all issuances by the Company
of shares of its common stock, including issuances pursuant to its dividend reinvestment plan, and distributions during the applicable
calendar quarter. The income incentive fee for each calendar quarter will be determined as follows:
● no income incentive fee is payable to the Advisor in any calendar
quarter in which aggregate pre-incentive fee net investment income in respect of the relevant Trailing Twelve Quarters does not
exceed the Hurdle Rate;
29
Kayne Anderson BDC, Inc.
Notes to Consolidated Financial Statements
(amounts in 000’s, except share and per
share amounts)
(Unaudited)
● 100 % of the aggregate pre-incentive fee net investment
income in respect of the Trailing Twelve Quarters with respect to that portion of such pre-incentive fee net investment income,
if any, that exceeds the Hurdle Rate, but is less than or equal to an amount, which we refer to as the “Catch-up Amount,”
determined on a quarterly basis by multiplying 1.7647 % by the Company’s net asset value at the beginning of each applicable calendar
quarter comprising the relevant Trailing Twelve Quarters (after making appropriate adjustments to the Company’s net asset value
at the beginning of each applicable calendar quarter for all issuances by the Company of shares of its common stock, including issuances
pursuant to its dividend reinvestment plan, and distributions during the applicable calendar quarter); and
● 15.0 % of the aggregate pre-incentive fee net investment
income in respect of the Trailing Twelve Quarters that exceeds the Catch-up Amount.
Commencing with the quarter
that begins immediately after the First Calendar Quarter, each income incentive fee will be subject to an “Incentive Fee Cap”
that in respect of any calendar quarter is an amount equal to 15.0 % of the Cumulative Pre-Incentive Fee Net Return (as defined below)
during the Trailing Twelve Quarters less the aggregate income incentive fees that were paid to the Advisor in the preceding eleven calendar
quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters. In the event the Incentive Fee Cap is zero or a negative
value then no income incentive fee shall be payable and if the Incentive Fee Cap is less than the amount of income incentive fee that
would otherwise be payable, the amount of income incentive fee shall be reduced to an amount equal to the Incentive Fee Cap.
“Cumulative Pre-Incentive Fee
Net Return” means (x) with respect to the First Calendar Quarter, the sum of pre-incentive fee net investment income in
respect of the First Calendar Quarter, (y) with respect to the relevant Trailing Twelve Quarters, the pre-incentive fee net
investment income in respect of the relevant Trailing Twelve Quarters minus any Net Capital Loss (as defined below), if any, in respect
of the relevant Trailing Twelve Quarters. If, in any quarter, the Incentive Fee Cap is zero or a negative value, the Company will pay
no income incentive fee to the Advisor for such quarter. If, in any quarter, the Incentive Fee Cap for such quarter is a positive value
but is less than the income incentive fee that is payable to the Advisor for such quarter (before giving effect to the Incentive Fee Cap)
calculated as described above, the Company will pay an income incentive fee to the Advisor equal to the Incentive Fee Cap for such quarter.
If, in any quarter, the Incentive Fee Cap for such quarter is equal to or greater than the income incentive fee that is payable to the
Advisor for such quarter (before giving effect to the Incentive Fee Cap) calculated as described above, the Company will pay an income
incentive fee to the Advisor equal to the incentive fee calculated as described above for such quarter without regard to the Incentive
Fee Cap.
“Net Capital Loss”
in respect of a particular period means the difference, if positive, between (i) aggregate capital losses, whether realized or unrealized,
in such period and (ii) aggregate capital gains, whether realized or unrealized, in such period.
These calculations are
prorated for any period of less than three months and adjusted for any share issuances or repurchases during the relevant quarter.
Amounts waived by the Advisor pursuant to the Fee Waiver Agreement are not subject to recoupment by the Advisor.
30
Kayne Anderson BDC, Inc.
Notes to Consolidated Financial Statements
(amounts in 000’s, except share and per
share amounts)
(Unaudited)
Incentive Fee on Capital Gains
Prior to the IPO Date,
the incentive fee on capital gains (the “capital gains incentive fee”) was 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 our initial
public offering (“IPO”), (b) upon consummation of a Liquidity Event (as defined in the Investment Advisory Agreement)
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, less the aggregate amount of any previously paid capital gain incentive fees. For the purpose of computing the capital gain incentive fee, the calculation methodology looked through
derivative financial instruments or swaps as if the Company owned the reference assets directly.
Commencing on the IPO
Date, the incentive fee on capital gains is calculated and payable in arrears in cash as 15.0 % of
the Company’s realized capital gains, if any, on a cumulative basis from formation through the end of a given calendar year or upon
termination of the Investment Advisory Agreement, computed net of all realized capital losses and unrealized capital depreciation on a
cumulative basis, less the aggregate amount of any previously paid capital gain incentive fees. Following the Company’s IPO, solely
for the purposes of calculating the capital gain incentive fee, the Company is deemed to have previously paid capital gains incentive
fees prior to its IPO equal to the product obtained by multiplying (a) the actual aggregate amount of previously paid capital gain
incentive fees for all periods prior to its IPO by (b) the percentage obtained by dividing (x) 15 % by (y) 10 %. In the event
that the Investment Advisory Agreement terminates as of a date that is not a fiscal year end, the termination date will be treated as
though it were a fiscal year end for purposes of calculating and paying a capital gain incentive fee.
For the three months ended June 30, 2024, the
Company incurred incentive fees on income of zero , net of waivers of $ 4,109 and no incentive fees on capital gains. For the three months
ended June 30, 2023, the Company incurred incentive fees on income of $ 2,420 and no incentive fees on capital gains.
For the six months ended June 30, 2024, the Company
incurred incentive fees on income of $ 2,631 , net of waivers of $ 4,109 , and no incentive fees on capital gains. For the six months ended
June 30, 2023, the Company incurred incentive fees on income of $ 4,558 and no incentive fees on capital gains.
Payment of Incentive Fees Prior to the IPO Date
Prior to the Company’s IPO, incentive fees
earned by the Advisor accrued as earned but only became payable in cash to the Advisor upon consummation the IPO. During the three months
ended June 30, 2024, the Company paid $ 16,826 to the Advisor for these accrued as earned fees through the quarter ended March 31, 2024.
31
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 June 30, 2024 and December 31, 2023.
June 30, 2024
December 31, 2023
Amortized
Fair
Amortized
Fair
Cost
Value
Cost
Value
First-lien senior secured debt investments
$ 1,808,343
$ 1,828,431
$ 1,327,190
$ 1,346,174
Equity investments
17,563
18,627
16,033
17,324
Short-term investments
20,344
20,344
12,802
12,802
Total Investments
$ 1,846,250
$ 1,867,402
$ 1,356,025
$ 1,376,300
As of June 30, 2024 and December 31, 2023, $ 182,075
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 June 30, 2024 and December 31, 2023 was as follows:
June 30,
2024
December 31,
2023
Trading companies & distributors
12.9 %
15.3 %
Food products
9.6 %
11.5 %
Commercial services & supplies
8.1 %
9.4 %
Health care providers & services
7.9 %
7.4 %
Containers & packaging
6.1 %
7.2 %
Aerospace & defense
5.4 %
6.3 %
Professional services
5.1 %
4.5 %
Personal care products
4.0 %
3.0 %
Leisure products
4.0 %
3.3 %
Machinery
3.2 %
3.8 %
IT services
2.8 %
3.8 %
Chemicals
2.8 %
3.1 %
Textiles, apparel & luxury goods
2.5 %
3.3 %
Automobile components
2.4 %
2.0 %
Specialty retail
2.4 %
0.7 %
Insurance
2.1 %
2.2 %
Pharmaceuticals
2.0 %
0.5 %
Software
1.9 %
2.5 %
Diversified telecommunication services
1.7 %
0.4 %
Wireless telecommunication services
1.6 %
2.1 %
Health care equipment & supplies
1.6 %
1.5 %
Hotels, restaurants & leisure
1.5 %
-
%
Building products
1.5 %
2.0 %
Household durables
1.1 %
1.5 %
Entertainment
0.9 %
-
%
Household products
0.9 %
1.2 %
Media
0.9 %
-
%
Construction materials
0.8 %
-
%
Biotechnology
0.7 %
0.9 %
Semiconductors & semiconductor equipment
0.6 %
-
%
Electrical equipment
0.5 %
-
%
Capital markets
0.4 %
0.6 %
Diversified consumer services
0.1 %
-
%
Total
100.0 %
100.0 %
32
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 June 30, 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 June 30, 2024
Investments:
Level 1
Level 2
Level 3
Total
First-lien senior secured debt investments
$ -
$ 272,661
$ 1,555,770
$ 1,828,431
Equity investments
-
-
18,627
18,627
Short-term investments
20,344
-
-
20,344
Total Investments
$ 20,344
$ 272,661
$ 1,574,397
$ 1,867,402
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
33
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 and six months ended June
30, 2024 and 2023.
First-lien
Private
senior secured
equity
For the three months ended June 30, 2024
debt investments
investments
Total
Fair value, beginning of period
$ 1,463,891
$ 18,451
$ 1,482,342
Purchases of investments, including PIK, if any
132,011
511
132,522
Proceeds from sales of investments and principal repayments
( 40,471 )
-
( 40,471 )
Net change in unrealized gain (loss)
( 2,511 )
( 335 )
( 2,846 )
Net realized gain (loss)
-
-
-
Net accretion of discount on investments
2,850
-
2,850
Transfers into (out of) Level 3
-
-
-
Fair value, end of period
$ 1,555,770
$ 18,627
$ 1,574,397
First-lien
Private
senior secured
equity
For the three months ended June 30, 2023
debt investments
investments
Total
Fair value, beginning of period
$ 1,247,020
$ 7,339
$ 1,254,359
Purchases of investments, including PIK, if any
74,232
187
74,419
Proceeds from sales of investments and principal repayments
( 46,298 )
-
( 46,298 )
Net change in unrealized gain (loss)
( 1,108 )
377
( 731 )
Net realized gain (loss)
-
-
-
Net accretion of discount on investments
2,202
-
2,202
Transfers into (out of) Level 3
-
-
-
Fair value, end of period
$ 1,276,048
$ 7,903
$ 1,283,951
First-lien
Private
senior secured
equity
For the six months ended June 30, 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
274,672
1,530
276,202
Proceeds from sales of investments and principal repayments
( 72,861 )
-
( 72,861 )
Net change in unrealized gain (loss)
2,319
( 227 )
2,092
Net realized gain (loss)
-
-
-
Net accretion of discount on investments
5,466
-
5,466
Transfers into (out of) Level 3
-
-
-
Fair value, end of period
$ 1,555,770
$ 18,627
$ 1,574,397
34
Kayne Anderson BDC, Inc.
Notes to Consolidated Financial Statements
(amounts in 000’s, except share and per
share amounts)
(Unaudited)
First-lien
Private
senior secured
equity
For the six months ended June 30, 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
178,477
187
178,664
Proceeds from sales of investments and principal repayments
( 63,543 )
-
( 63,543 )
Net change in unrealized gain (loss)
( 1,174 )
568
( 606 )
Net realized gain (loss)
-
-
-
Net accretion of discount on investments
4,317
-
4,317
Transfers into (out of) Level 3
-
-
-
Fair value, end of period
$ 1,276,048
$ 7,903
$ 1,283,951
For the three and six months ended June 30, 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.
35
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 June 30, 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. First-lien senior secured debt investments include the Company’s
senior secured loan in an investment vehicle (BC CS 2, L.P.), which is considered subordinated debt since it is collateralized by a preferred
stock investment in Cuisine Solutions, Inc.
As of June 30, 2024
Valuation Unobservable Weighted
Fair Value Technique Input Range Average
First-lien senior secured debt investments $ 1,555,770 Discounted cash flow analysis Discount rate 8.4 % - 15.0 % 10.1 %
Preferred equity investment 9,078 Discounted cash flow analysis Discount rate 15.0 % 15.0 %
Common equity investment 500 Precedent Transaction Analysis Original cost 1.0 1.0
Other equity investments 9,049 Comparable Multiples EV / EBITDA 7.0 - 17.2 11.6
$ 1,574,397
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
36
Kayne Anderson BDC, Inc.
Notes to Consolidated Financial Statements
(amounts in 000’s, except share and per
share amounts)
(Unaudited)
Note 6. Debt
Corporate Credit Facility
As of June 30, 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 six months ended June 30, 2024 and 2023,
the average amount of borrowings outstanding under the Corporate Credit Facility was $ 146,692 and $ 293,044 , respectively, with a
weighted average interest rate of 7.73 % and 7.06 %, respectively. As of June 30, 2024, the Company had $ 75,000 outstanding under the Corporate
Credit Facility at a weighted average interest rate of 7.69 %.
Revolving Funding Facility
As of June 30, 2024, the Company had a senior secured revolving funding
facility (the “Revolving Funding Facility”), that has a total commitment of $ 600,000 . On April 3, 2024, the Company and its
wholly owned, special purpose financing subsidiary, Kayne Anderson BDC Financing, LLC (“KABDCF”), amended the 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 remained substantially the same.
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.
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.
For the six months ended June 30, 2024 and 2023,
the average amount of borrowings outstanding under the Revolving Funding Facility was $ 338,906 and $ 268,204 , respectively, with a weighted
average interest rate of 7.92 % and 7.45 %, respectively. As of June 30, 2024, the Company had $ 389,000 outstanding under the Revolving
Funding Facility at a weighted average interest rate of 7.76 %.
Revolving Funding Facility II
As of June 30, 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.
37
Kayne Anderson BDC, Inc.
Notes to Consolidated Financial Statements
(amounts in 000’s, except share and per
share amounts)
(Unaudited)
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 six months ended June 30, 2024, the average
amount of borrowings outstanding under the Revolving Funding Facility II was $ 69,098 , with a weighted average interest rate of 8.02 %.
As of June 30, 2024, the Company had $83,000 outstanding under the Revolving Funding Facility II at a weighted average interest rate
of 8.01 %.
Subscription Credit Agreement
On April 1, 2024, the Company fully repaid all
amounts outstanding and terminated the remaining commitment of $ 50,000 under its credit agreement (the “Subscription Credit Agreement”)
that was scheduled to mature on December 31, 2024. The Subscription Credit Agreement permitted the Company to elect the commitment amount
each quarter to borrow up to $ 50,000 , subject to availability under the borrowing base which was calculated based on the unused capital
commitments of the investors meeting various eligibility requirements. The interest rate under the Subscription Credit Agreement was equal
to the Secured Overnight Financing Rate (“SOFR”) plus 2.25 % (subject to a 0.275 % SOFR floor). The Company was also required
to pay a commitment fee of 0.25 % per annum on any unused portion of the Subscription Credit Agreement. The Company also paid an extension
fee of 0.075 % per quarter on the elected commitment amount on the first day of each calendar quarter.
For the six months ended June 30, 2024 and 2023,
the average amount of borrowings outstanding under the Subscription Credit Agreement were $ 6,648 and $ 67,320 , respectively, with a weighted
average interest rate of 7.61 % and 6.76 %, respectively.
Senior Unsecured Notes
As of June 30, 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 June 30, 2024.
Principal Estimated Fixed
Outstanding Unamortized Fair Value Interest
Series June 30, 2024 Issuance Costs June 30, 2024 Rate Maturity
A $ 25,000 $ 236 $ 26,828 8.65 % 6/30/2027
B 50,000 512 54,092 8.74 % 6/30/2028
$ 75,000 $ 748 $ 80,920
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 June 30, 2024, the weighted average interest rate
on the outstanding Notes was 8.71 %.
As of June 30, 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 June 30, 2024, the Company was in compliance
with all covenants under the Notes agreements.
38
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 June 30, 2024 and December 31, 2023.
June 30, 2024
Aggregate Principal
Committed
Outstanding Principal
Amount Available (1)
Net
Carrying Value (2)
Notes
$ 75,000
$ 75,000
$ -
$ 74,252
Corporate Credit Facility
400,000
75,000
325,000
73,679
Revolving Funding Facility
600,000
389,000
211,000
383,192
Revolving Funding Facility II
150,000
83,000
67,000
81,429
Total debt
$ 1,225,000
$ 622,000
$ 603,000
$ 612,552
(1) The amount available under the Company’s credit facilities do not reflect any limitations related to each borrowing base as of June 30, 2024 for the assets held at KABDCF and KABDCF II.
(2) The carrying value of the Notes, Corporate Credit Facility,
Revolving Funding Facility and Revolving Funding Facility II are presented net of deferred financing costs totaling $ 9,448 .
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 and six months ended June 30, 2024
and 2023, the components of interest expense were as follows:
For the three months ended
June 30,
2024
June 30,
2023
Interest expense
$ 12,312
$ 12,409
Amortization of debt issuance costs
927
593
Total interest expense
$ 13,239
$ 13,002
Average interest rate
9.3 %
8.1 %
Average borrowings
$ 569,341
$ 643,780
For the six months ended
June 30,
2024
June 30,
2023
Interest expense
$ 27,071
$ 23,341
Amortization of debt issuance costs
1,824
1,184
Total interest expense
$ 28,895
$ 24,525
Average interest rate
9.1 %
7.9 %
Average borrowings
$ 636,346
$ 629,398
39
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 six months ended June 30, 2024 and 2023.
On May 24, 2024, the Company closed its IPO, issuing 6,000,000 shares
of its common stock at a public offering price of $ 16.63 per share. Net of underwriting fees and net of offering expenses, the Company
received net cash proceeds of $ 92,363 . The Company’s common stock began trading on the NYSE under the ticker symbol “KBDC”
on May 22, 2024.
For the six months ended June 30, 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
April 2, 2024
$ 16.63
16,232,415
$ 269,945
May 24, 2024
$ 16.63
6,000,000
$ 99,780
Total common stock issued
29,322,186
$ 488,414
For the six months ended June 30, 2023
Offering
Aggregate
price per
Common stock
offering
Common stock issue date
share
shares issued
amount
April 4, 2023
$ 16.61
3,010,942
$ 50,000
Total common stock issued
3,010,942
$ 50,000
Share Repurchase Plan
On May 21, 2024, the Company entered into a share repurchase plan, or the Company 10b5-1 Plan, to acquire up to $ 100,000 in the aggregate
of the Company’s Common Stock at prices below the Company’s net asset value per share over a specified period, in accordance
with the guidelines specified in Rule 10b5-1 and Rule 10b-18 of the Securities Exchange Act of 1934, as amended. The Company 10b5-1 Plan
was approved by the Board of Directors on March 6, 2024. The Company 10b5-1 Plan requires Morgan Stanley Corporation as the Company’s
agent, to repurchase Common Stock on its behalf when the market price per share is below the most recently reported net asset value per
share (including any updates, corrections or adjustments publicly announced by the Company to any previously announced net asset value
per share, including any distributions declared). Under the Company 10b5-1 Plan, the volume of purchases would be expected to increase
as the price of the Company’s Common Stock declines, subject to volume restrictions. The timing and amount of any share repurchases
will depend on the terms and conditions of the Company 10b5-1 Plan, the market price of the Company’s Common Stock and trading volumes,
and no assurance can be given that Common Stock be repurchased in any particular amount or at all. The repurchase of shares pursuant to
the Company 10b5-1 Plan is intended to satisfy the conditions of Rule 10b5-1 and Rule 10b-18 under the Exchange Act, and will otherwise
be subject to applicable law, including Regulation M, which may prohibit repurchases under certain circumstances. The Company 10b5-1 Plan
commenced beginning 60 calendar days following the end of the “restricted period” under Regulation M and will terminate upon
the earliest to occur of (i) the close of business on May 24, 2025, (ii) the end of the trading day on which the aggregate purchase price
for all shares purchased under the Company 10b5-1 Plan equals $ 100,000 and (iii) the occurrence of certain other events described in the
Company 10b5-1 Plan.
The “restricted period” under Regulation M ended upon the closing of the Company’s IPO and, therefore, the Common Stock
repurchases/purchases described above began on July 23, 2024.
40
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 six months ended June 30, 2024 and 2023. See Note 11 – Subsequent Events.
For the six months ended June 30, 2024
Dividend Dividend Dividend
Dividend declaration date record date payment date per share
March 6, 2024 March 29, 2024 April 17, 2024 $ 0.40
May 8, 2024 June 28, 2024 July 15, 2024 0.40
Total dividends declared $ 0.80
For the six months ended June 30, 2023
Dividend Dividend Dividend
Dividend declaration date record date payment date per share
March 7, 2023 March 31, 2023 April 14, 2023 $ 0.47
May 10, 2023 June 30, 2023 July 14, 2023 0.53
Total dividends declared $ 1.00
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 six months ended June 30, 2024 and 2023. See Note 11 – Subsequent Events.
For the six months ended June 30, 2024
Dividend DRIP DRIP
Dividend record date payment date shares issued value
December 29, 2023 January 16, 2024 95,791 $ 1,573
March 29, 2024 April 17, 2024 94,816 1,577
190,607 $ 3,150
For the six months ended June 30, 2023
Dividend DRIP DRIP
Dividend record date payment date shares issued value
December 29, 2022 January 13, 2023 57,860 $ 955
March 31, 2023 April 14, 2023 65,733 1,089
123,593 $ 2,044
For the dividend declared on May 10, 2024 and paid on July 15,
2024, the DRIP value was $ 4,431 and was reinvested into the Company through open market purchases of common stock.
41
Kayne Anderson BDC, Inc.
Notes to Consolidated Financial Statements
(amounts in 000’s, except share and per
share amounts)
(Unaudited)
On May 10, 2024, in conjunction with the Company’s IPO, the Board
of Directors declared the following special dividends:
Record date Pay date Special Dividend
December 5, 2024 December 20, 2024 $ 0.10
March 3, 2025 March 18, 2025 $ 0.10
June 9, 2025 June 24, 2025 $ 0.10
Note 8. Commitments and Contingencies
The Company had an aggregate of $ 178,545 and $ 147,928 ,
respectively, of unfunded commitments to provide debt financing to its portfolio companies as of June 30, 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.
42
Kayne Anderson BDC, Inc.
Notes to Consolidated Financial Statements
(amounts in 000’s, except share and per
share amounts)
(Unaudited)
A summary of the composition of the unfunded commitments as of June
30, 2024 and December 31, 2023 is shown in the table below.
As of
As of
June 30,
2024
December 31,
2023
Alcami Corporation (Alcami)
$ 1,565
$ 2,543
Allcat Claims Service, LLC
5,370
5,370
Allentown, LLC
663
785
American Equipment Holdings LLC
1,931
483
American Soccer Company, Incorporated (SCORE)
237
2,601
Arborworks Acquisition LLC
780
1,872
Basel U.S. Acquisition Co., Inc. (IAC)
1,622
1,622
BCI Burke Holding Corp.
4,659
4,659
OAO Acquisitions, Inc. (BearCom)
6,172
6,982
BLP Buyer, Inc. (Bishop Lifting Products)
3,362
6,548
BR PJK Produce, LLC (Keany)
2,352
2,870
Brightview, LLC
194
-
Carton Packaging Buyer, Inc.
2,848
2,848
CCFF Buyer, Inc
17,738
-
CGI Automated Manufacturing, LLC
556
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
Diverzify Intermediate, LLC
3,155
-
DRS Holdings III, Inc. (Dr. Scholl’s)
310
310
Eastern Wholesale Fence
198
1,332
EIS Legacy, LLC
3,846
6,922
Energy Acquisition LP (Electrical Components International, Inc. – ECI)
1,442
-
Envirotech Services, LLC
6,704
-
Eppinger Technologies, LLC
1,450
1,450
FCA, LLC (FCA Packaging)
2,492
2,670
Foundation Consumer Brands
577
577
Fralock Buyer LLC
100
300
Guardian Dentistry Partners
773
-
Guided Practice Solutions
4,000
10,299
Gulf Pacific Holdings, LLC
8,655
10,153
Gusmer Enterprises, Inc.
3,677
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)
1,656
1,656
Improving Acquisition LLC
1,672
1,672
Krayden Holdings, Inc.
5,437
5,438
Light Wave Dental Management LLC
1,251
827
LSL Industries, LLC (LSL Healthcare)
15,224
15,224
Luxium Solutions, LLC
1,239
-
MacNeill Pride Group
1,798
3,877
Phoenix YW Buyer, Inc. (Elida Beauty)
1,960
-
Pixel Intermediate, LLC
1,883
-
PMFC Holding, LLC
68
137
Refocus Management Services, LLC
8,799
-
Regiment Security Partners LLC
103
104
The Robinette Company
6,254
-
Ruff Roofers Buyer, LLC
10,966
10,966
Salt Dental Collective
1,768
-
SGA Dental Partners Holdings, LLC
4,397
5,087
Siegel Egg Co., LLC
528
537
Silk Holdings III Corp. (Suave)
6,667
-
Spinrite, Inc.
2,549
-
Sundance Holdings Group, LLC
438
439
Trademark Global LLC
480
480
United Safety & Survivability Corporation (USSC)
-
469
USALCO, LLC
1,494
1,494
Vehicle Accessories, Inc.
1,926
1,671
Vitesse Systems Parent, LLC
312
-
Worldwide Produce Acquisition, LLC
424
1,286
Total unfunded commitments
$ 178,545
$ 147,928
43
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 June 30, 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 June 30, 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 six months ended June 30, 2024 and 2023.
For the three months ended
For the six months ended
June 30,
2024
June 30,
2023
June 30,
2024
June 30,
2023
Net increase (decrease) in net assets resulting from operations
$ 31,180
$ 21,002
$ 58,935
$ 40,409
Weighted average shares of common stock outstanding - basic and diluted
67,426,904
38,905,173
56,386,161
37,425,525
Earnings (loss) per share of common stock - basic and diluted
$ 0.46
$ 0.54
$ 1.05
$ 1.08
44
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 six months ended June 30, 2024 and 2023.
For the six months ended
June 30,
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
1.03
1.10
Net Realized and Unrealized Gain (Loss) on Investments (2)
0.03
( 0.02 )
Net Increase (Decrease) in Net Assets Resulting from Operations
1.06
1.08
Distributions to Common Stockholders
Distributions
( 0.80 )
( 1.00 )
Net Decrease in Net Assets Resulting from Distributions
( 0.80 )
( 1.00 )
Capital Share Transactions
Issuance of Common Stock, net of Underwriting and Offering Costs
( 0.11 )
-
Net Increase (Decrease) Resulting from Capital Share Transactions
( 0.11 )
-
Net Asset Value, End of Period
$ 16.57
$ 16.58
Per Share Market Value, End of Period
$ 15.95
$ N/A
Shares Outstanding, End of Period
71,116,459
39,013,826
Ratio/Supplemental Data
Net assets, end of period
$ 1,178,176
$ 646,926
Weighted-average shares outstanding
56,386,161
37,425,525
Total Return based on net asset value (3)
5.9 %
6.6 %
Total Return based on market value (4)
( 1.7 )%
N/A
Portfolio turnover
7.9 %
5.1 %
Ratio of operating expenses to average net assets before waivers (5)
10.2 %
11.9 %
Ratio of operating expenses to average net assets with waiver (5)
9.2 %
11.9 %
Ratio of net investment income (loss) to average net assets (5)
13.1 %
13.5 %
(1) The per common share data was derived by using weighted average shares outstanding.
45
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.
(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) Total return based on market value is calculated as the change in market value per share during the respective periods, plus distributions per share, if any, divided by the beginning market value per share. The calculation also assumes reinvestment of dividends at actual prices pursuant to the Company’s dividend reinvestment plan. The beginning market value per share is based on the initial public offering price of $ 16.63 per share and not annualized.
(5) 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 July 15, 2024, the Company paid a regular dividend
of $ 0.40 per share to each common stockholder of record as of June 28, 2024. The total dividend was $ 28,446 and $ 4,431 was reinvested
into the Company through open market purchases of common stock.
On August 7, 2024, the Board of Directors of the
Company declared a regular dividend to common stockholders in the amount of $ 0.40 per share. The regular dividend of $ 0.40 per share will
be paid on October 15, 2024 to stockholders of record as of the close of business on September 30, 2024, payable in cash or shares of
common stock of the Company pursuant to the Company’s Dividend Reinvestment Plan, as amended.
46
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 $6.9 billion related to middle market private credit as of June 30, 2024.
On May 24, 2024, we closed our initial
public offering (“IPO”), issuing 6,000,000 shares of our common stock at a public offering price of $16.63
per share. Net of underwriting fees, we received net cash proceeds, before offering expenses, of $93.8 million. The Company’s
common stock began trading on the New York Stock Exchange (“NYSE”) under the ticker symbol “KBDC” on May 22,
2024.
47
Recent Developments
On July 15, 2024, we paid a regular dividend of
$0.40 per share to each common stockholder of record as of June 28, 2024. The total dividend was $28.4 million and $4.4 million was reinvested
into the Company through the open market purchase of common stock.
On August 7, 2024, our Board of Directors declared
a regular dividend to common stockholders in the amount of $0.40 per share. The regular dividend of $0.40 per share will be paid on October
15, 2024 to stockholders of record as of the close of business on September 30, 2024, payable in cash or shares of our common stock pursuant
to our Dividend Reinvestment Plan, as amended.
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 June 30, 2024, we had investments in 106
portfolio companies with an aggregate fair value of approximately $1,847 million, and unfunded commitments to these portfolio companies
of $179 million, and our portfolio consisted of 97.8% first lien senior secured loans, 1.2% subordinated debt and 1.0% equity investments.
As of June 30, 2024, we held investments in broadly
syndicated loans in 22 portfolio companies with an aggregate principal amount of $273 million. Our investments in broadly syndicated loans
were made in anticipation of the receipt of proceeds from our final capital call and our IPO which closed during the second quarter of
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 June 30, 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 12.3% and 12.4%, respectively
●
broadly syndicated loans at fair value and amortized cost weighted average yields were 8.3% and 8.2%, respectively; and
●
total debt investments at fair value and amortized cost weighted average
yields were 11.7% and 11.8%, respectively
As of June 30, 2024, our portfolio was invested
across 33 different industries (Global Industry Classification “GICS”, Level 3 – Industry). The largest industries in
our portfolio as of June 30, 2024 were Trading Companies & Distributors, Food Products, Commercial Services & Supplies and Health
Care Providers & Services, which represented, as a percentage of our portfolio of long-term investments, 12.9%, 9.6%, 8.1% 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 June 30, 2024, our average position size
based on commitment (at the portfolio company level) was $19.3 million.
48
As of June 30, 2024, the weighted average and
median last twelve months (“LTM”) EBITDA of our portfolio companies were as follows:
● private
middle market loans were $58.9 million and $34.2 million, respectively, based on fair value 1
●
broadly syndicated loans were $2,022.9 million and $1,200.9 million,
respectively, based on fair value; and
● total investments were $364.1 million and $46.4 million, respectively,
based on fair value 1
As of June 30, 2024, the weighted average loan-to-enterprise-value
(“LTEV”) of our debt investments at the time of our initial investment was as follows:
● private
middle market loans was 42.9%, based on par 1
●
broadly syndicated loans was 35.2%, based on par
●
total investments was 41.7%, based on par; and 1
●
LTEV represents the total par value of our debt investment relative to our estimate of the enterprise value of the underlying borrower
As of June 30, 2024, we had two debt investments on non-accrual status,
which represented 1.0% and 1.2% of total debt investments at fair value and cost, respectively.
As of June 30, 2024, our portfolio companies’
weighted average leverage ratios and weighted average interest coverage ratios (the calculations of which are based on the most recent
quarter end or latest available information from the portfolio companies) were as follows:
● private middle market loans were 4.3x and 3.1x, respectively,
based on fair value 1
●
broadly syndicated loans were 3.4x and 3.9x, respectively, based on
fair value; and
● total
investments were 4.1x and 3.2x, respectively, based on fair value 1
As of June 30, 2024, the percentage of our debt
investments including at least one financial maintenance covenant was as follows:
●
private middle market loans was 100% based on fair value
●
broadly syndicated loans was 0%, based on fair value; and
●
total investments was 84.5%, based on fair value
1
Excludes investments on watch list, which represent
4.0% of the total fair value of debt investments as of June 30, 2024.
49
Our investment activity for the three months ended
June 30, 2024 and 2023 is presented below (information presented herein is at par value unless otherwise indicated).
For the three months ended
June 30,
2024
($ in millions)
2023
($ in millions)
New investments:
Gross new investments commitments
$ 171.8
$ 57.2
Less: investment commitments sold down, exited or repaid (1)
(95.2 )
(45.9 )
Net investment commitments
76.6
11.3
Principal amount of investments funded (2) :
Private credit investments
$ 135.7
$ 73.0
Broadly syndicated loans
30.0
-
Preferred and common equity investments
0.5
0.2
Total principal amount of investments funded
166.2
73.2
Principal amount of investments sold / repaid (2) :
Private credit investments
(40.5 )
(42.3 )
Broadly syndicated loans
(58.5 )
-
Total principal amount of investments sold or repaid
(99.0 )
(42.3 )
Number of new private credit investment commitments
18
8
Average new private credit investment commitment amount
$ 7.8
$ 7.2
Number of new broadly syndicated loan commitments
2
-
Average new broadly syndicated loan commitment amount
$ 15.0
$ -
Weighted average maturity for new investment commitments (3)
4.6 years
2.9 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)
11.1 %
12.3 %
Weighted average interest rate of new broadly syndicated loan commitments (4)
7.8 %
-
Weighted average interest rate on investments sold or paid down (5)
9.7 %
14.1 %
(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 June 30, 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 June 30, 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).
50
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 June 30, 2024 and December
31, 2023. This table excludes equity investments.
As of June 30, 2024
As of December 31, 2023
Fair Value
($ in millions)
%
Number of
Companies
%
Fair Value
($ in millions)
%
Number of
Companies
%
$ 73.0
4.0 %
5
4.7 %
$ 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 June 30, 2024 and December 31, 2023.
June 30,
2024
December 31,
2023
Trading companies & distributors
12.9 %
15.3 %
Food products
9.6 %
11.5 %
Commercial services & supplies
8.1 %
9.4 %
Health care providers & services
7.9 %
7.4 %
Containers & packaging
6.1 %
7.2 %
Aerospace & defense
5.4 %
6.3 %
Professional services
5.1 %
4.5 %
Personal care products
4.0 %
3.0 %
Leisure products
4.0 %
3.3 %
Machinery
3.2 %
3.8 %
IT services
2.8 %
3.8 %
Chemicals
2.8 %
3.1 %
Textiles, apparel & luxury goods
2.5 %
3.3 %
Automobile components
2.4 %
2.0 %
Specialty retail
2.4 %
0.7 %
Insurance
2.1 %
2.2 %
Pharmaceuticals
2.0 %
0.5 %
Software
1.9 %
2.5 %
Diversified telecommunication services
1.7 %
0.4 %
Wireless telecommunication services
1.6 %
2.1 %
Health care equipment & supplies
1.6 %
1.5 %
Hotels, restaurants & leisure
1.5 %
- %
Building products
1.5 %
2.0 %
Household durables
1.1 %
1.5 %
Entertainment
0.9 %
- %
Household products
0.9 %
1.2 %
Media
0.9 %
- %
Construction materials
0.8 %
- %
Biotechnology
0.7 %
0.9 %
Semiconductors & semiconductor equipment
0.6 %
- %
Electrical equipment
0.5 %
- %
Capital markets
0.4 %
0.6 %
Diversified consumer services
0.1 %
- %
Total
100.0 %
100.0 %
51
Results of Operations
For the three and six months ended June 30, 2024
and 2023, our total investment income was derived from our portfolio of investments.
The following table represents the operating results
for the three and six months ended June 30, 2024 and 2023.
For the three months ended June 30,
For the six months ended
June 30,
2024
2023
2024
2023
($ in millions)
($ in millions)
($ in millions)
($ in millions)
Total investment income
$ 52.4
$ 40.7
$ 98.9
$ 77.1
Less: Net expenses
(18.0 )
(19.0 )
(40.8 )
(36.1 )
Net investment income
34.4
21.7
58.1
41.0
Net realized gains (losses) on investments
(0.1 )
-
(0.1 )
-
Net change in unrealized gains (losses) on investments
(3.1 )
(0.7 )
0.9
(0.6 )
Net increase (decrease) in net assets resulting from operations
$ 31.2
$ 21.0
$ 58.9
$ 40.4
Investment Income
Investment income for the three and six months
ended June 30, 2024 totaled $52.4 million and $98.9 million, respectively, and consisted primarily of interest income on our debt investments.
Investment income for the three and six months ended June 30, 2023, totaled $40.7 million and $77.1 million, respectively, and consisted
primarily of interest income on our debt investments. For the three and six months ended June 30, 2024 we had $0.4 million and $0.7 million,
respectively, of PIK interest included in interest income. For the three and six months ended June 30, 2023, we had $0.8 million and $1.0
million of PIK interest included in interest income. As of June 30, 2024, we had two debt investments on non-accrual status. As of June
30, 2023, all debt investments were income producing, and there were no loans on non-accrual status.
Expenses
Operating expenses for the three and six months
ended June 30, 2024 and 2023 were as follows:
For the three months ended June 30,
For the six months ended
June 30,
2024
2023
2024
2023
($ in millions)
($ in millions)
($ in millions)
($ in millions)
Interest and debt financing expenses
$ 13.2
$ 13.0
$ 28.9
$ 24.5
Management fees
4.3
2.8
7.8
5.5
Incentive fees
4.1
2.4
6.8
4.6
Directors fees
0.1
0.2
0.3
0.3
Other operating expenses
0.9
0.6
1.6
1.2
Total expenses
22.6
19.0
45.4
36.1
Management fee waiver (Note 3)
(0.5 )
-
(0.5 )
-
Incentive fee waiver (Note 3)
(4.1 )
-
(4.1 )
-
Net expenses
$ 18.0
$ 19.0
$ 40.8
$ 36.1
52
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 and six months ended June 30, 2024 and 2023,
net unrealized gains (losses) on our investment portfolio were comprised of the following:
For the three months ended June 30,
For the six months ended
June 30,
2024
2023
2024
2023
($ in millions)
($ in millions)
($ in millions)
($ in millions)
Unrealized gains on investments
$ 5.3
$ 4.4
$ 9.9
$ 6.6
Unrealized (losses) on investments
(8.4 )
(5.1 )
(9.0 )
(7.2 )
Net change in unrealized gains (losses) on investments
$ (3.1 )
$ (0.7 )
$ 0.9
$ (0.6 )
For these three-month periods ended June 30, 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 June 30,
2024
($ in millions)
Portfolio Company
Energy Acquisition LP (Electrical Components International – ECI)
$ 0.5
Silk Holdings III Corp. (Suave)
0.5
Phoenix YW Buyer, Inc. (Elida Beauty)
0.3
The Robinette Company
0.3
CCFF Buyer, LLC (California Custom Fruits & Flavors, LLC)
0.2
Other portfolio companies unrealized gains
3.5
Other portfolio companies unrealized (losses)
(4.9 )
United Safety & Survivability Corporation (USSC)
(0.4 )
Engineered Fastener Company, LLC (EFC International)
(0.5 )
Gulf Pacific Holdings, LLC
(0.6 )
Siegel Egg Co.,LLC
(0.8 )
Trademark Global LLC
(1.2 )
Total Unrealized Appreciation (Depreciation), net
$ (3.1 )
For the three
months
ended June 30,
2023
($ in millions)
Portfolio Company
Light Wave Dental Management LLC
$ 0.6
Silk Holdings III Corp. (Suave)
0.6
BLP Buyer, Inc. (Bishop Lifting Products)
0.6
Sundance Holdings Group, LLC
0.3
Fastener Distribution Holdings, LLC
0.3
Other portfolio companies unrealized gains
2.0
Other portfolio companies unrealized (losses)
(2.8 )
IF&P Foods, LLC (FreshEdge)
(0.3 )
American Soccer Company, Incorporated
(0.4 )
YS Garments, LLC
(0.4 )
CGI Automated Manufacturing, LLC
(0.4 )
Siegel Egg Co.,LLC
(0.8 )
Total Unrealized Appreciation (Depreciation), net
$ (0.7 )
53
For these six-month periods ended June 30, 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 six
months
ended June 30,
2024
($ in millions)
Portfolio Company
Envirotech Services, LLC
$ 0.8
CCFF Buyer, LLC (California Custom Fruits & Flavors, Inc.)
0.8
Pixel Intermediate, LLC
0.6
Refocus Management Services, LLC
0.6
MVP VIP Borrower, LLC
0.6
Other portfolio companies unrealized gains
6.5
Other portfolio companies unrealized (losses)
(5.0 )
United Safety & Survivability Corporation (USSC)
(0.5 )
American Soccer Company, Incorporated (SCORE)
(0.5 )
Gulf Pacific Holdings, LLC
(0.6 )
Siegel Egg Co., LLC
(1.0 )
Trademark Global LLC
(1.4 )
Total Change in Unrealized Gain (Loss), net
$ 0.9
For the six
months
ended June 30,
2023
($ in millions)
Portfolio Company
BLP Buyer, Inc. (Bishop Lifting Products)
$ 0.8
Silk Holdings III Corp. (Suave)
0.7
Light Wave Dental Management LLC
0.5
Engineered Fastener Company, LLC (EFC International)
0.5
Techniks Holdings, LLC / Eppinger Holdings Germany GMBH
0.5
Other portfolio companies unrealized gains
3.6
Other portfolio companies unrealized (losses)
(4.0 )
CGI Automated Manufacturing, LLC
(0.4 )
American Soccer Company, Incorporated (SCORE)
(0.4 )
AIDC Intermediate Co 2, LLC (Peak Technologies)
(0.5 )
Genuine Cable Group, LLC
(0.6 )
Siegel Parent, LLC
(1.3 )
Total Change in Unrealized Gain (Loss), net
$ (0.6 )
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.
54
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
June 30, 2024 and December 31, 2023, our asset coverage ratios were 289% 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 June 30, 2024, we had $75 million Notes
outstanding, $547 million borrowed under our credit facilities and cash and cash equivalents of $40.6 million (including short-term investments).
As of that date, we had $603 million of undrawn commitments available on our credit facilities (subject to borrowing base restrictions
and other conditions). As of August 8, 2024, we had $75 million Notes outstanding, $640.0 million borrowed under our credit facilities
and cash and cash equivalents of $15.1 million (including short-term investments).
IPO and Capital Contributions
On May 24, 2024, we closed our IPO, issuing 6,000,000 shares
of our common stock at a public offering price of $16.63 per share. Net of underwriting fees, we received net cash proceeds, before offering
expenses, of $93.8 million. The Company’s common stock began trading on the New York Stock Exchange (“NYSE”) under the
ticker symbol “KBDC” on May 22, 2024.
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. Following
the final close on April 2, 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 June 30, 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 June 30,
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.
55
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 June
30, 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 $500 million. The Revolving Funding
Facility II is secured by all of the assets held by KABDCF II and the Company has agreed that it will not grant or allow a lien on the
membership interest of KABDCF II. The end of the reinvestment period and the stated maturity date for the Revolving Funding Facility II
are December 22, 2026, and December 22, 2028, respectively. The interest rate on the Revolving Funding Facility II is equal to 3-month
term SOFR plus 2.70% per annum. KABDCF II is also required to pay a commitment fee of 0.50% between December 22, 2023 and September 22,
2024 and 0.75% thereafter on the unused portion of the Revolving Funding Facility II.
Contractual Obligations
A summary of our significant contractual principal
payment obligations related to the repayment of our outstanding indebtedness at June 30, 2024 is as follows:
Payments Due by Period ($ 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
75.0
-
75.0
-
-
Revolving Funding Facility
389.0
-
-
389.0
-
Revolving Funding Facility II
83.0
-
-
83.0
-
Total contractual obligations
$ 622.0
$ -
$ 75.0
$ 547.0
$ -
Off-Balance Sheet Arrangements
As of June 30, 2024 and December 31, 2023, we
had an aggregate $178.5 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
six months ended June 30, 2024, for more information on our critical accounting policies.
56
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.
57
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. In addition, on March 6, 2024, the Board approved an amended
and restated investment advisory agreement (the “Amended Investment Advisory Agreement”) and a fee waiver agreement (the
“Fee Waiver Agreement”) between the Company and the Advisor, which became effective upon the completion of the initial public
offering of shares of common stock on May 24, 2024 (the “IPO Date”). 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.
For services rendered under the Investment Advisory
Agreement, we 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 also pay an incentive fee on income and an incentive fee on capital gains to
our Advisor.
The Amended
Investment Advisory Agreement is materially the same as the Investment Advisory Agreement except, following the IPO Date, the base management
fee is calculated at an annual rate of 1.00% and the incentive fee on income is subject to a twelve-quarter lookback quarterly
hurdle rate of 1.50% as opposed to a single quarter measurement and is subject to an Incentive Fee Cap based on our Cumulative Pre-Incentive Fee
Net Return. This lookback feature provides that the Advisor’s income incentive fee may be reduced if our portfolio experiences
aggregate write-downs or net capital losses during the applicable Trailing Twelve Quarters. Pursuant to the Fee Waiver Agreement,
commencing on the IPO Date, the Advisor implemented waivers of (i) the income incentive fee for three calendar quarters commencing
the quarter the initial public offering was completed and (ii) a portion of the base management fee for one year following the completion
of the initial public offering. Amounts waived by the Advisor pursuant to the Fee Waiver Agreement are not subject to recoupment by the
Advisor.
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. The Administrator has 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.
58
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 June 30, 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 June
30, 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
$ (36.3 )
$ (10.9 )
$ (25.4 )
Down 100 basis points
$ (18.1 )
$ (5.5 )
$ (12.6 )
Up 100 basis points
$ 18.1
$ 5.5
$ 12.6
Up 200 basis points
$ 36. 3
$ 10.9
$ 25.4
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 June 30, 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.
59
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.
Sales of Unregistered Securities
As set forth in the table below (dollars in thousands,
except per share and share amounts), during the six months ended June 30, 2024, we issued and sold 23,322,186 shares of common stock at
an aggregate offering amount of approximately $388.6 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.
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
April 2, 2024
$ 16.63
16,232,415
269,945
23,322,186
$ 388,634
Issuer
Purchases of Equity Securities
On May 21,
2024, the Company entered into a share repurchase plan, or the Company 10b5-1 Plan, to acquire up to $100 million in the aggregate of
the Company’s Common Stock at prices below the Company’s net asset value per share over a specified period, in accordance
with the guidelines specified in Rule 10b5-1 and Rule 10b-18 of the Securities Exchange Act of 1934, as amended. The Company 10b5-1 Plan
was approved by the Board of Directors on March 6, 2024. The Company 10b5-1 Plan requires Morgan Stanley Corporation as the Company’s
agent, to repurchase Common Stock on its behalf when the market price per share is below the most recently reported net asset value per
share (including any updates, corrections or adjustments publicly announced by the Company to any previously announced net asset value
per share, including any distributions declared). Under the Company 10b5-1 Plan, the volume of purchases would be expected to increase
as the price of the Company’s Common Stock declines, subject to volume restrictions. The timing and amount of any share repurchases
will depend on the terms and conditions of the Company 10b5-1 Plan, the market price of the Company’s Common Stock and trading volumes,
and no assurance can be given that Common Stock be repurchased in any particular amount or at all. The repurchase of shares pursuant to
the Company 10b5-1 Plan is intended to satisfy the conditions of Rule 10b5-1 and Rule 10b-18 under the Exchange Act, and will otherwise
be subject to applicable law, including Regulation M, which may prohibit repurchases under certain circumstances. The Company 10b5-1 Plan
commenced beginning 60 calendar days following the end of the “restricted period” under Regulation M and will terminate upon
the earliest to occur of (i) the close of business on May 24, 2025, (ii) the end of the trading day on which the aggregate purchase price
for all shares purchased under the Company 10b5-1 Plan equals $100 million and (iii) the occurrence of certain other events described
in the Company 10b5-1 Plan.
The “restricted
period” under Regulation M ended upon the closing of the Company’s IPO and, therefore, the Common Stock repurchases/purchases
described above began on July 23, 2024.
During the
six months ended June 30, 2024, the Company did not repurchase any shares under the Company 10b5-1 Plan.
Item 3. Default Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
60
Item 5. Other Information.
None .
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
Amended and Restated Investment Advisory Agreement*
10.4
Fee Waiver Agreement*
10.5
Administration Agreement (1)
10.6
License Agreement (1)
10.7
Indemnification Agreement (1)
10.8
Custody Agreement (1)
10.9
Subscription Agreement (1)
10.10
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)
10.11
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)
10.12
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)
10.13
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)
10.14
Senior Secured Revolving Credit Agreement (4)
10.15
Loan and Security Agreement (4)
10.16
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)
10.17
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)
10.18
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)
10.19
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)
10.20
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.
61
(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.
62
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: August 13, 2024
/s/ Douglas L. Goodwillie
Name:
Douglas L. Goodwillie
Title:
Co-Chief Executive Officer
(Co-Principal Executive Officer)
Date: August 13, 2024
/s/ Kenneth B. Leonard
Name:
Kenneth B. Leonard
Title:
Co-Chief Executive Officer
(Co-Principal Executive Officer)
Date: August 13, 2024
/s/ Terry A. Hart
Name:
Terry A. Hart
Title:
Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)
63
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.