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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 

Form 10-Q

(Mark One)
ýQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended JuneSeptember 30, 2023
OR
¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from              to             
Commission file number 814-00733 

Barings BDC, Inc.
(Exact name of registrant as specified in its charter)

Maryland 06-1798488
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
300 South Tryon Street, Suite 2500
Charlotte, North Carolina
 28202
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (704) 805-7200
Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report: N/A
Securities registered pursuant to Section 12(b) of the Act:
Title of Each ClassTrading SymbolName of Each Exchange on Which Registered
Common Stock, par value $0.001 per shareBBDCThe New York Stock Exchange

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  ý    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 during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ý    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 filerýAccelerated 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  ý
The number of shares outstanding of the registrant’s common stock on AugustNovember 9, 2023 was 106,516,166.



BARINGS BDC, INC.
TABLE OF CONTENTS
QUARTERLY REPORT ON FORM 10-Q
  Page
PART I – FINANCIAL INFORMATION
Item 1.
Unaudited Consolidated Statements of Operations for the Three and SixNine Months Ended JuneSeptember 30, 2023 and 2022
Unaudited Consolidated Schedule of Investments as of JuneSeptember 30, 2023
Consolidated Schedule of Investments as of December 31, 2022
Item 2.
Item 3.
Item 4.
PART II – OTHER INFORMATION
Item 1.
Item 1A.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.
2


PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.
Barings BDC, Inc.
Consolidated Balance Sheets
(in thousands, except share and per share data)
June 30,
2023
December 31, 2022September 30,
2023
December 31, 2022
(Unaudited)(Unaudited)
Assets:Assets:Assets:
Investments at fair value:Investments at fair value:Investments at fair value:
Non-Control / Non-Affiliate investments (cost of $2,138,921 and $2,191,345 as of June 30, 2023 and December 31, 2022, respectively)$2,053,044 $2,052,614 
Affiliate investments (cost of $317,916 and $275,482 as of June 30, 2023 and December 31, 2022, respectively)345,990 289,993 
Control investments (cost of $97,868 and $95,571 as of June 30, 2023 and December 31, 2022, respectively)106,958 106,328 
Non-Control / Non-Affiliate investments (cost of $2,122,125 and $2,191,345 as of September 30, 2023 and December 31, 2022, respectively)Non-Control / Non-Affiliate investments (cost of $2,122,125 and $2,191,345 as of September 30, 2023 and December 31, 2022, respectively)$2,044,426 $2,052,614 
Affiliate investments (cost of $352,301 and $275,482 as of September 30, 2023 and December 31, 2022, respectively)Affiliate investments (cost of $352,301 and $275,482 as of September 30, 2023 and December 31, 2022, respectively)382,346 289,993 
Control investments (cost of $101,771 and $95,571 as of September 30, 2023 and December 31, 2022, respectively)Control investments (cost of $101,771 and $95,571 as of September 30, 2023 and December 31, 2022, respectively)94,863 106,328 
Total investments at fair valueTotal investments at fair value2,505,992 2,448,935 Total investments at fair value2,521,635 2,448,935 
CashCash63,410 96,160 Cash33,118 96,160 
Foreign currencies (cost of $16,811 and $42,627 as of June 30, 2023 and December 31, 2022, respectively)16,920 43,255 
Foreign currencies (cost of $16,908 and $42,627 as of September 30, 2023 and December 31, 2022, respectively)Foreign currencies (cost of $16,908 and $42,627 as of September 30, 2023 and December 31, 2022, respectively)16,640 43,255 
Interest and fees receivableInterest and fees receivable46,582 42,738 Interest and fees receivable47,268 42,738 
Prepaid expenses and other assetsPrepaid expenses and other assets1,576 1,079 Prepaid expenses and other assets2,237 1,079 
Credit support agreements (cost of $58,000 as of both June 30, 2023 and December 31, 2022, respectively)60,650 53,086 
Credit support agreements (cost of $58,000 as of both September 30, 2023 and December 31, 2022, respectively)Credit support agreements (cost of $58,000 as of both September 30, 2023 and December 31, 2022, respectively)54,200 53,086 
Derivative assetsDerivative assets2,644 1,508 Derivative assets8,240 1,508 
Deferred financing feesDeferred financing fees4,859 3,224 Deferred financing fees4,411 3,224 
Receivable from unsettled transactionsReceivable from unsettled transactions27,780 19,972 Receivable from unsettled transactions53,961 19,972 
Total assetsTotal assets$2,730,413 $2,709,957 Total assets$2,741,710 $2,709,957 
Liabilities:Liabilities:Liabilities:
Accounts payable and accrued liabilitiesAccounts payable and accrued liabilities$1,856 $971 Accounts payable and accrued liabilities$1,709 $971 
Interest payableInterest payable8,193 7,635 Interest payable11,358 7,635 
Administrative fees payableAdministrative fees payable486 677 Administrative fees payable483 677 
Base management fees payableBase management fees payable8,134 7,981 Base management fees payable8,315 7,981 
Incentive management fees payableIncentive management fees payable10,086 — Incentive management fees payable4,618 — 
Derivative liabilitiesDerivative liabilities2,049 16,677 Derivative liabilities266 16,677 
Payable from unsettled transactionsPayable from unsettled transactions135 35,565 Payable from unsettled transactions424 35,565 
Borrowings under credit facilitiesBorrowings under credit facilities772,087 729,144 Borrowings under credit facilities796,126 729,144 
Notes payable (net of deferred financing fees)Notes payable (net of deferred financing fees)719,790 718,978 Notes payable (net of deferred financing fees)720,187 718,978 
Total liabilitiesTotal liabilities1,522,816 1,517,628 Total liabilities1,543,486 1,517,628 
Commitments and contingencies (Note 7)Commitments and contingencies (Note 7)Commitments and contingencies (Note 7)
Net Assets:Net Assets:Net Assets:
Common stock, $0.001 par value per share (150,000,000 shares authorized, 106,516,166 and 107,916,166 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively)107 108 
Common stock, $0.001 par value per share (150,000,000 shares authorized, 106,516,166 and 107,916,166 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively)Common stock, $0.001 par value per share (150,000,000 shares authorized, 106,516,166 and 107,916,166 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively)107 108 
Additional paid-in capitalAdditional paid-in capital1,845,122 1,855,975 Additional paid-in capital1,845,122 1,855,975 
Total distributable earnings (loss)Total distributable earnings (loss)(637,632)(663,754)Total distributable earnings (loss)(647,005)(663,754)
Total net assetsTotal net assets1,207,597 1,192,329 Total net assets1,198,224 1,192,329 
Total liabilities and net assetsTotal liabilities and net assets$2,730,413 $2,709,957 Total liabilities and net assets$2,741,710 $2,709,957 
Net asset value per shareNet asset value per share$11.34 $11.05 Net asset value per share$11.25 $11.05 
See accompanying notes.

3


Barings BDC, Inc.
Unaudited Consolidated Statements of Operations
(in thousands, except share and per share data)
Three Months
Ended
Three Months
Ended
Six Months EndedSix Months Ended
Three Months
Ended
Three Months
Ended
Nine Months EndedNine Months Ended
June 30,
2023
June 30,
2022
June 30,
2023
June 30,
2022
September 30,
2023
September 30,
2022
September 30,
2023
September 30,
2022
Investment income:Investment income:Investment income:
Interest income:Interest income:Interest income:
Non-Control / Non-Affiliate investmentsNon-Control / Non-Affiliate investments$54,561 $40,010 $105,729 $71,634 Non-Control / Non-Affiliate investments$54,365 $39,994 $160,094 $111,628 
Affiliate investmentsAffiliate investments459 411 839 584 Affiliate investments576 278 1,415 861 
Control investmentsControl investments404 363 746 636 Control investments464 367 1,210 1,003 
Total interest incomeTotal interest income55,424 40,784 107,314 72,854 Total interest income55,405 40,639 162,719 113,492 
Dividend income:Dividend income:Dividend income:
Non-Control / Non-Affiliate investmentsNon-Control / Non-Affiliate investments831 63 1,658 186 Non-Control / Non-Affiliate investments897 1,113 2,555 1,299 
Affiliate investmentsAffiliate investments9,419 7,183 16,466 14,753 Affiliate investments7,618 6,792 24,084 21,545 
Total dividend incomeTotal dividend income10,250 7,246 18,124 14,939 Total dividend income8,515 7,905 26,639 22,844 
Fee and other income:Fee and other income:Fee and other income:
Non-Control / Non-Affiliate investmentsNon-Control / Non-Affiliate investments4,232 4,924 7,314 7,147 Non-Control / Non-Affiliate investments2,544 4,249 9,858 11,396 
Affiliate investmentsAffiliate investments37 26 204 39 Affiliate investments88 29 291 68 
Control investmentsControl investments32 122 83 (918)Control investments18 43 101 (875)
Total fee and other incomeTotal fee and other income4,301 5,072 7,601 6,268 Total fee and other income2,650 4,321 10,250 10,589 
Payment-in-kind interest income:Payment-in-kind interest income:Payment-in-kind interest income:
Non-Control / Non-Affiliate investmentsNon-Control / Non-Affiliate investments4,782 2,070 8,317 4,358 Non-Control / Non-Affiliate investments3,317 2,757 11,634 7,115 
Affiliate investmentsAffiliate investments48 93 251 137 Affiliate investments412 224 663 361 
Control investmentsControl investments292 311 496 778 Control investments250 286 746 1,064 
Total payment-in-kind interest incomeTotal payment-in-kind interest income5,122 2,474 9,064 5,273 Total payment-in-kind interest income3,979 3,267 13,043 8,540 
Interest income from cashInterest income from cash205 16 403 16 Interest income from cash297 174 701 191 
Total investment incomeTotal investment income75,302 55,592 142,506 99,350 Total investment income70,846 56,306 213,352 155,656 
Operating expenses:Operating expenses:Operating expenses:
Interest and other financing feesInterest and other financing fees20,811 13,168 40,127 24,829 Interest and other financing fees21,829 15,341 61,956 40,170 
Base management fee (Note 2)Base management fee (Note 2)8,134 7,381 15,987 13,253 Base management fee (Note 2)8,315 8,267 24,302 21,520 
Incentive management fees (Note 2)Incentive management fees (Note 2)10,086 — 19,691 4,754 Incentive management fees (Note 2)4,618 1,825 24,309 6,579 
General and administrative expenses (Note 2)General and administrative expenses (Note 2)2,447 3,269 5,183 5,727 General and administrative expenses (Note 2)2,363 2,961 7,546 8,686 
Total operating expensesTotal operating expenses41,478 23,818 80,988 48,563 Total operating expenses37,125 28,394 118,113 76,955 
Net investment income before taxesNet investment income before taxes33,824 31,774 61,518 50,787 Net investment income before taxes33,721 27,912 95,239 78,701 
Income taxes, including excise tax expenseIncome taxes, including excise tax expense200 — 395 Income taxes, including excise tax expense412 — 807 
Net investment income after taxesNet investment income after taxes33,624 31,774 61,123 50,781 Net investment income after taxes33,309 27,912 94,432 78,695 
4


Barings BDC, Inc.
Unaudited Consolidated Statements of Operations — (Continued)
(in thousands, except share and per share data)
Barings BDC, Inc.
Unaudited Consolidated Statements of Operations — (Continued)
(in thousands, except share and per share data)
Barings BDC, Inc.
Unaudited Consolidated Statements of Operations — (Continued)
(in thousands, except share and per share data)
Three Months
Ended
Three Months
Ended
Six Months EndedSix Months Ended
Three Months
Ended
Three Months
Ended
Nine Months EndedNine Months Ended
June 30,
2023
June 30,
2022
June 30,
2023
June 30,
2022
September 30,
2023
September 30,
2022
September 30,
2023
September 30,
2022
Realized gains (losses) and unrealized appreciation (depreciation) on investments, credit support agreements and foreign currency transactions:
Realized gains (losses) and unrealized appreciation (depreciation) on investments, credit support agreements, foreign currency transactions, and forward currency contracts:Realized gains (losses) and unrealized appreciation (depreciation) on investments, credit support agreements, foreign currency transactions, and forward currency contracts:
Net realized gains (losses):Net realized gains (losses):Net realized gains (losses):
Non-Control / Non-Affiliate investmentsNon-Control / Non-Affiliate investments$(46,218)$(6,701)(45,446)(6,951)Non-Control / Non-Affiliate investments$(16,696)$(8,257)(62,142)(15,208)
Affiliate investmentsAffiliate investments— — — 101 Affiliate investments— — — 101 
Control investmentsControl investments— (813)— (813)Control investments— (773)— (1,587)
Net realized gains (losses) on investmentsNet realized gains (losses) on investments(46,218)(7,514)(45,446)(7,663)Net realized gains (losses) on investments(16,696)(9,030)(62,142)(16,694)
Distributions of realized gains by investment companiesDistributions of realized gains by investment companies— 6,181 — 6,181 
Foreign currency transactionsForeign currency transactions(2,320)(2,709)(12,837)(4,002)Foreign currency transactions(330)245 3,743 (3,758)
Forward currency contractsForward currency contracts(234)$10,466 (17,144)$10,468 
Net realized gains (losses)Net realized gains (losses)(48,538)(10,223)(58,283)(11,665)Net realized gains (losses)(17,260)7,862 (75,543)(3,803)
Net unrealized appreciation (depreciation):Net unrealized appreciation (depreciation):Net unrealized appreciation (depreciation):
Non-Control / Non-Affiliate investmentsNon-Control / Non-Affiliate investments45,334 (65,428)52,771 (94,016)Non-Control / Non-Affiliate investments9,336 (29,481)62,108 (123,498)
Affiliate investmentsAffiliate investments2,722 (13,435)13,563 (440)Affiliate investments184 (320)13,745 (759)
Control investmentsControl investments5,602 17,050 (1,667)31,696 Control investments(15,999)(16,991)(17,665)14,704 
Net unrealized appreciation (depreciation) on investmentsNet unrealized appreciation (depreciation) on investments53,658 (61,813)64,667 (62,760)Net unrealized appreciation (depreciation) on investments(6,479)(46,792)58,188 (109,553)
Credit support agreementsCredit support agreements1,978 (13,361)7,564 (13,760)Credit support agreements(6,450)3,440 1,114 (10,320)
Foreign currency transactionsForeign currency transactions(577)30,520 4,798 35,332 Foreign currency transactions7,560 13,777 (3,406)37,325 
Forward currency contractsForward currency contracts7,379 $3,454 23,143 $15,238 
Net unrealized appreciation (depreciation)Net unrealized appreciation (depreciation)55,059 (44,654)77,029 (41,188)Net unrealized appreciation (depreciation)2,010 (26,121)79,039 (67,310)
Net realized gains (losses) and unrealized appreciation (depreciation) on investments, credit support agreements and foreign currency transactions6,521 (54,877)18,746 (52,853)
Net realized gains (losses) and unrealized appreciation (depreciation) on investments, credit support agreements, foreign currency transactions and forward currency contractsNet realized gains (losses) and unrealized appreciation (depreciation) on investments, credit support agreements, foreign currency transactions and forward currency contracts(15,250)(18,259)3,496 (71,113)
Benefit from (provision for) income taxesBenefit from (provision for) income taxes(28)(1,890)(101)(1,890)Benefit from (provision for) income taxes262 240 161 (1,650)
Net increase (decrease) in net assets resulting from operationsNet increase (decrease) in net assets resulting from operations$40,117 $(24,993)$79,768 $(3,962)Net increase (decrease) in net assets resulting from operations$18,321 $9,893 $98,089 $5,932 
Net investment income per share—basic and dilutedNet investment income per share—basic and diluted$0.31 $0.29 $0.57 $0.52 Net investment income per share—basic and diluted$0.31 $0.26 $0.88 $0.78 
Net increase (decrease) in net assets resulting from operations per share—basic and dilutedNet increase (decrease) in net assets resulting from operations per share—basic and diluted$0.37 $(0.23)$0.74 $(0.04)Net increase (decrease) in net assets resulting from operations per share—basic and diluted$0.17 $0.09 $0.91 $0.06 
Dividends/distributions per share:Dividends/distributions per share:Dividends/distributions per share:
Total dividends/distributions per shareTotal dividends/distributions per share$0.25 $0.24 $0.50 $0.47 Total dividends/distributions per share$0.26 $0.24 $0.76 $0.71 
Weighted average shares outstanding—basic and dilutedWeighted average shares outstanding—basic and diluted107,381,276 110,759,443 107,647,243 96,785,517 Weighted average shares outstanding—basic and diluted106,516,166 109,272,489 107,266,074 100,993,581 
See accompanying notes.
5


Barings BDC, Inc.
Unaudited Consolidated Statements of Changes in Net Assets
(in thousands, except share amounts)
 
Common StockAdditional
Paid-In
Capital
Total Distributable Earnings (Loss)Total
Net
Assets
Three Months Ended June 30, 2022Number
of Shares
Par
Value
Balance, March 31, 2022111,095,334 $111 $1,597,257 $(279,812)$1,317,556 
Net investment income— — — 31,774 31,774 
Net realized loss on investments / foreign currency transactions— — — (10,223)(10,223)
Net unrealized depreciation of investments / CSAs / foreign currency transactions— — — (44,654)(44,654)
Provision for taxes— — — (1,890)(1,890)
Distributions of net investment income— — — (26,506)(26,506)
Deemed contribution - from Adviser (See Note 9)— — (174)— (174)
Purchases of shares in repurchase plan(1,309,442)(1)(13,007)— (13,008)
Balance, June 30, 2022109,785,892 $110 $1,584,076 $(331,311)$1,252,875 
Common StockAdditional
Paid-In
Capital
Total Distributable Earnings (Loss)Total
Net
Assets
Three Months Ended September 30, 2022Number
of Shares
Par
Value
Balance, June 30, 2022109,785,892 $110 $1,584,076 $(331,311)$1,252,875 
Net investment income— — — 27,912 27,912 
Net realized gain on investments / foreign currency transactions / forward currency contracts— — — 7,862 7,862 
Net unrealized depreciation of investments / CSAs / foreign currency transactions / forward currency contracts— — — (26,121)(26,121)
Benefit from taxes— — — 240 240 
Distributions of net investment income— — — (26,198)(26,198)
Purchases of shares in repurchase plan(903,787)(1)(8,508)— (8,509)
Balance, September 30, 2022108,882,105 $109 $1,575,568 $(347,616)$1,228,061 

Common StockAdditional
Paid-In
Capital
Total Distributable Earnings (Loss)Total
Net
Assets
Three Months Ended June 30, 2023Number
of Shares
Par
Value
Balance, March 31, 2023107,916,166 $108 $1,855,975 $(651,082)$1,205,001 
Net investment income— — — 33,624 33,624 
Net realized loss on investments / foreign currency transactions— — — (48,538)(48,538)
Net unrealized appreciation of investments / CSAs / foreign currency transactions— — — 55,059 55,059 
Provision for taxes— — — (28)(28)
Distributions of net investment income— — — (26,667)(26,667)
Purchases of shares in repurchase plan(1,400,000)(1)(10,853)— (10,854)
Balance, June 30, 2023106,516,166 $107 $1,845,122 $(637,632)$1,207,597 
Common StockAdditional
Paid-In
Capital
Total Distributable Earnings (Loss)Total
Net
Assets
Three Months Ended September 30, 2023Number
of Shares
Par
Value
Balance, June 30, 2023106,516,166 $107 $1,845,122 $(637,632)$1,207,597 
Net investment income— — — 33,309 33,309 
Net realized loss on investments / foreign currency transactions / forward currency contracts— — — (17,260)(17,260)
Net unrealized appreciation of investments / CSAs / foreign currency transactions / forward currency contracts— — — 2,010 2,010 
Benefit from taxes— — — 262 262 
Distributions of net investment income— — — (27,694)(27,694)
Balance, September 30, 2023106,516,166 $107 $1,845,122 $(647,005)$1,198,224 

See accompanying notes.
6


Barings BDC, Inc.
Unaudited Consolidated Statements of Changes in Net Assets — (Continued)
(in thousands, except share amounts)

Common StockAdditional
Paid-In
Capital
Total Distributable Earnings (Loss)Total
Net
Assets
Common StockAdditional
Paid-In
Capital
Total Distributable Earnings (Loss)Total
Net
Assets
Six Months Ended June 30, 2022Number
of Shares
Par
Value
Nine Months Ended September 30, 2022Nine Months Ended September 30, 2022Number
of Shares
Par
Value
Additional
Paid-In
Capital
Total Distributable Earnings (Loss)Total
Net
Assets
Balance, December 31, 2021Balance, December 31, 202165,316,085 $65 $1,027,687 $(285,821)$741,931 Balance, December 31, 202165,316,085 $65 
Net investment incomeNet investment income— — — 50,781 50,781 Net investment income— — — 78,695 78,695 
Net realized loss on investments / foreign currency transactions— — — (11,665)(11,665)
Net unrealized depreciation of investments / CSAs / foreign currency transactions— — — (41,188)(41,188)
Net realized loss on investments / foreign currency transactions / forward currency contractsNet realized loss on investments / foreign currency transactions / forward currency contracts— — — (3,803)(3,803)
Net unrealized depreciation of investments / CSAs / foreign currency transactions / forward currency contractsNet unrealized depreciation of investments / CSAs / foreign currency transactions / forward currency contracts— — — (67,310)(67,310)
Provision for taxesProvision for taxes— — — (1,890)(1,890)Provision for taxes— — — (1,650)(1,650)
Distributions of net investment incomeDistributions of net investment income— — — (41,528)(41,528)Distributions of net investment income— — — (67,727)(67,727)
Deemed contribution - CSA (See Note 2)Deemed contribution - CSA (See Note 2)— — 44,400 — 44,400 Deemed contribution - CSA (See Note 2)— — 44,400 — 44,400 
Deemed contribution - from Adviser (See Note 9)Deemed contribution - from Adviser (See Note 9)— — 27,729 — 27,729 Deemed contribution - from Adviser (See Note 9)— — 27,729 — 27,729 
Public offering of common stockPublic offering of common stock45,986,926 46 499,372 — 499,418 Public offering of common stock45,986,926 46 499,372 — 499,418 
Purchases of shares in repurchase planPurchases of shares in repurchase plan(1,517,119)(1)(15,112)— (15,113)Purchases of shares in repurchase plan(2,420,906)(2)(23,620)— (23,622)
Balance, June 30, 2022109,785,892 $110 $1,584,076 $(331,311)$1,252,875 
Balance, September 30, 2022Balance, September 30, 2022108,882,105 $109 $1,575,568 $(347,616)$1,228,061 

Common StockAdditional
Paid-In
Capital
Total Distributable Earnings (Loss)Total
Net
Assets
Six Months Ended June 30, 2023Number
of Shares
Par
Value
Balance, December 31, 2022107,916,166 $108 $1,855,975 $(663,754)$1,192,329 
Net investment income— — — 61,123 61,123 
Net realized loss on investments / foreign currency transactions— — — (58,283)(58,283)
Net unrealized appreciation of investments / CSAs / foreign currency transactions— — — 77,029 77,029 
Provision for taxes— — — (101)(101)
Distributions of net investment income— — — (53,646)(53,646)
Purchases of shares in repurchase plan(1,400,000)(1)(10,853)— (10,854)
Balance, June 30, 2023106,516,166 $107 $1,845,122 $(637,632)$1,207,597 
Common StockAdditional
Paid-In
Capital
Total Distributable Earnings (Loss)Total
Net
Assets
Nine Months Ended September 30, 2023Number
of Shares
Par
Value
Balance, December 31, 2022107,916,166 $108 $1,855,975 $(663,754)$1,192,329 
Net investment income— — — 94,432 94,432 
Net realized loss on investments / foreign currency transactions / forward currency contracts— — — (75,543)(75,543)
Net unrealized appreciation of investments / CSAs / foreign currency transactions / forward currency contracts— — — 79,039 79,039 
Benefit from taxes— — — 161 161 
Distributions of net investment income— — — (81,340)(81,340)
Purchases of shares in repurchase plan(1,400,000)(1)(10,853)— (10,854)
Balance, September 30, 2023106,516,166 $107 $1,845,122 $(647,005)$1,198,224 

See accompanying notes.
7


Barings BDC, Inc.
Unaudited Consolidated Statements of Cash Flows 
(in thousands)
Six Months EndedSix Months EndedNine Months EndedNine Months Ended
June 30, 2023June 30, 2022September 30, 2023September 30, 2022
Cash flows from operating activities:Cash flows from operating activities:Cash flows from operating activities:
Net increase (decrease) in net assets resulting from operationsNet increase (decrease) in net assets resulting from operations$79,768 $(3,962)Net increase (decrease) in net assets resulting from operations$98,089 $5,932 
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities:Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities:Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities:
Purchases of portfolio investmentsPurchases of portfolio investments(255,744)(708,703)Purchases of portfolio investments(400,507)(938,653)
Net cash acquired from mergers (cash consideration paid) (See Note 9)Net cash acquired from mergers (cash consideration paid) (See Note 9)— 101,896 Net cash acquired from mergers (cash consideration paid) (See Note 9)— 101,896 
Transaction costs from mergers (See Note 9)Transaction costs from mergers (See Note 9)— (6,804)Transaction costs from mergers (See Note 9)— (8,004)
Repayments received/sales of portfolio investmentsRepayments received/sales of portfolio investments188,422 603,169 Repayments received/sales of portfolio investments273,550 900,343 
Loan origination and other fees receivedLoan origination and other fees received2,876 11,492 Loan origination and other fees received5,852 15,963 
Net realized (gain) loss on investmentsNet realized (gain) loss on investments45,446 7,663 Net realized (gain) loss on investments62,142 10,513 
Net realized (gain) loss on foreign currency transactionsNet realized (gain) loss on foreign currency transactions12,837 4,002 Net realized (gain) loss on foreign currency transactions(3,743)3,758 
Net realized (gain) loss on forward currency contractsNet realized (gain) loss on forward currency contracts17,144 (10,468)
Net unrealized (appreciation) depreciation on investmentsNet unrealized (appreciation) depreciation on investments(64,667)62,760 Net unrealized (appreciation) depreciation on investments(58,188)109,553 
Net unrealized (appreciation) depreciation of CSAsNet unrealized (appreciation) depreciation of CSAs(7,564)13,760 Net unrealized (appreciation) depreciation of CSAs(1,114)10,320 
Net unrealized (appreciation) depreciation on foreign currency transactionsNet unrealized (appreciation) depreciation on foreign currency transactions(4,798)(35,332)Net unrealized (appreciation) depreciation on foreign currency transactions3,406 (37,325)
Net unrealized (appreciation) depreciation on forward currency contractsNet unrealized (appreciation) depreciation on forward currency contracts(23,143)(15,238)
Payment-in-kind interest / dividendsPayment-in-kind interest / dividends(11,567)(5,273)Payment-in-kind interest / dividends(18,270)(8,008)
Amortization of deferred financing feesAmortization of deferred financing fees1,565 1,498 Amortization of deferred financing fees2,425 2,275 
Accretion of loan origination and other feesAccretion of loan origination and other fees(4,094)(5,313)Accretion of loan origination and other fees(6,042)(8,579)
Amortization / accretion of purchased loan premium / discountAmortization / accretion of purchased loan premium / discount(946)(1,240)Amortization / accretion of purchased loan premium / discount(1,124)(1,556)
Payments for derivative contractsPayments for derivative contracts(19,437)(2,901)Payments for derivative contracts(21,459)(5,000)
Proceeds from derivative contractsProceeds from derivative contracts2,526 2,877 Proceeds from derivative contracts4,315 15,468 
Changes in operating assets and liabilities:Changes in operating assets and liabilities:Changes in operating assets and liabilities:
Interest and fees receivableInterest and fees receivable(2,730)(50,492)Interest and fees receivable(2,743)(36,252)
Prepaid expenses and other assetsPrepaid expenses and other assets651 (2,624)Prepaid expenses and other assets(641)(3,325)
Accounts payable and accrued liabilitiesAccounts payable and accrued liabilities9,702 (176)Accounts payable and accrued liabilities4,264 2,047 
Interest payableInterest payable558 1,033 Interest payable3,727 4,021 
Net cash provided by (used in) operating activitiesNet cash provided by (used in) operating activities(27,196)(12,670)Net cash provided by (used in) operating activities(62,060)109,681 
Cash flows from financing activities:Cash flows from financing activities:Cash flows from financing activities:
Borrowings under credit facilitiesBorrowings under credit facilities35,000 184,657 Borrowings under credit facilities67,000 184,657 
Repayments of credit facilitiesRepayments of credit facilities— (148,061)
Financing fees paidFinancing fees paid(2,389)(1,829)Financing fees paid(2,403)(1,857)
Purchases of shares in repurchase planPurchases of shares in repurchase plan(10,854)(15,113)Purchases of shares in repurchase plan(10,854)(23,623)
Cash dividends / distributions paidCash dividends / distributions paid(53,646)(41,528)Cash dividends / distributions paid(81,340)(67,727)
Net cash provided by (used in) financing activitiesNet cash provided by (used in) financing activities(31,889)126,187 Net cash provided by (used in) financing activities(27,597)(56,611)
Net increase (decrease) in cash and foreign currenciesNet increase (decrease) in cash and foreign currencies(59,085)113,517 Net increase (decrease) in cash and foreign currencies(89,657)53,070 
Cash and foreign currencies, beginning of periodCash and foreign currencies, beginning of period139,415 84,253 Cash and foreign currencies, beginning of period139,415 84,253 
Cash and foreign currencies, end of periodCash and foreign currencies, end of period$80,330 $197,770 Cash and foreign currencies, end of period$49,758 $137,323 
Supplemental Information:Supplemental Information:Supplemental Information:
Cash paid for interestCash paid for interest$37,354 $21,766 Cash paid for interest$54,858 $33,035 
Excise taxes paid during the periodExcise taxes paid during the period$800 $— Excise taxes paid during the period$1,012 $— 
Supplemental non-cash informationSupplemental non-cash informationSupplemental non-cash information
Acquisitions (See Note 9):Acquisitions (See Note 9):Acquisitions (See Note 9):
Fair value of net assets acquired, net of cashFair value of net assets acquired, net of cash$— $(435,811)Fair value of net assets acquired, net of cash$— $(435,811)
Transaction costsTransaction costs— 3,756 Transaction costs— 2,556 
Common stock issued in acquisition of net assetsCommon stock issued in acquisition of net assets— 499,418 Common stock issued in acquisition of net assets— 499,418 
Credit support agreement (See Note 2)Credit support agreement (See Note 2)— (44,400)Credit support agreement (See Note 2)— (44,400)
Deemed contribution - from AdviserDeemed contribution - from Adviser— 27,729 Deemed contribution - from Adviser— 27,729 
Deemed contributions - CSADeemed contributions - CSA— 44,400 Deemed contributions - CSA— 44,400 
See accompanying notes.
8

Barings BDC, Inc.
Unaudited Consolidated Schedule of Investments
JuneSeptember 30, 2023
(Amounts in thousands, except share amounts)
Portfolio Company(6)
Portfolio Company(6)
Industry
Investment Type (1) (2)
InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
Portfolio Company(6)
Industry
Investment Type (1) (2)
InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
Non–Control / Non–Affiliate Investments:Non–Control / Non–Affiliate Investments:Non–Control / Non–Affiliate Investments:
1WorldSync, Inc.1WorldSync, Inc.IT Consulting & Other ServicesFirst Lien Senior Secured Term LoanSOFR + 4.75%, 9.8% Cash7/197/25$16,183 $16,035 $16,183 1.3 %(7)(8)(16)1WorldSync, Inc.IT Consulting & Other ServicesFirst Lien Senior Secured Term LoanSOFR + 4.75%, 10.4% Cash7/197/25$16,141 $16,011 $15,859 1.3 %(7)(8)(13)
16,183 16,035 16,183 16,141 16,011 15,859 
A.T. Holdings II LTDA.T. Holdings II LTDOther FinancialFirst Lien Senior Secured Term Loan14.3% Cash11/229/2912,500 12,500 12,050 1.0 %(3)(7)A.T. Holdings II LTDOther FinancialFirst Lien Senior Secured Term Loan14.3% Cash11/229/2912,500 12,500 11,850 1.0 %(3)(7)
12,500 12,500 12,050 12,500 12,500 11,850 
Accelerant HoldingsAccelerant HoldingsBanking, Finance, Insurance & Real EstateClass A Convertible Preferred Equity (5,000 shares)N/A1/22N/A5,000 5,631 0.5 %(7)(34)Accelerant HoldingsBanking, Finance, Insurance & Real EstateClass A Convertible Preferred Equity (5,000 shares)N/A1/22N/A5,000 5,743 0.5 %(7)(30)
Class B Convertible Preferred Equity (1,667 shares)N/A12/22N/A1,667 1,803 0.1 %(7)(34)Class B Convertible Preferred Equity (1,651 shares)N/A12/22N/A1,667 1,875 0.2 %(7)(30)
6,667 7,434 6,667 7,618 
Acclime Holdings HK LimitedAcclime Holdings HK LimitedBusiness ServicesFirst Lien Senior Secured Term LoanLIBOR + 6.75%, 11.6% Cash8/217/272,500 2,452 2,448 0.2 %(3)(7)(8)(11)Acclime Holdings HK LimitedBusiness ServicesFirst Lien Senior Secured Term LoanSOFR + 6.75%, 12.6% Cash8/218/272,500 2,454 2,428 0.2 %(3)(7)(8)(14)
2,500 2,452 2,448 2,500 2,454 2,428 
Accurus Aerospace CorporationAccurus Aerospace CorporationAerospace & DefenseFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 11.1% Cash4/224/2812,193 12,041 11,803 1.0 %(7)(8)(10)Accurus Aerospace CorporationAerospace & DefenseFirst Lien Senior Secured Term LoanSOFR + 5.75%, 11.3% Cash4/224/2812,162 12,017 11,469 1.0 %(7)(8)(13)
RevolverLIBOR + 5.75%, 11.1% Cash4/224/281,671 1,643 1,597 0.1 %(7)(8)(10)RevolverSOFR + 5.75%, 11.3% Cash4/224/281,786 1,760 1,655 0.1 %(7)(8)(13)(31)
Common Stock (437,623.30 shares)N/A4/22N/A438 432 — %(7)(34)Common Stock (437,623.30 shares)N/A4/22N/A438 384 — %(7)(30)
13,864 14,122 13,832 13,948 14,215 13,508 
AcogroupAcogroupBusiness ServicesFirst Lien Senior Secured Term LoanEURIBOR + 4.75%, 8.6% Cash3/2210/267,888 7,801 7,281 0.6 %(3)(7)(8)(14)AcogroupBusiness ServicesFirst Lien Senior Secured Term LoanEURIBOR + 4.65%, 8.6% Cash, 2.3% PIK3/2210/267,791 7,951 7,191 0.6 %(3)(7)(8)(10)
7,888 7,801 7,281 7,791 7,951 7,191 
ADB SafegateADB SafegateAerospace & DefenseSecond Lien Senior Secured Term LoanSOFR + 9.25%, 14.5% Cash8/2110/275,900 5,633 4,882 0.4 %(3)(7)(8)(16)ADB SafegateAerospace & DefenseSecond Lien Senior Secured Term LoanSOFR + 9.25%, 14.5% Cash8/2110/276,116 5,875 5,199 0.4 %(3)(7)(8)(13)
5,900 5,633 4,882 6,116 5,875 5,199 
Adhefin InternationalAdhefin InternationalIndustrial OtherFirst Lien Senior Secured Term LoanEURIBOR + 6.25%, 9.8% Cash5/235/301,414 1,357 1,348 0.1 %(3)(7)(8)(13)Adhefin InternationalIndustrial OtherFirst Lien Senior Secured Term LoanEURIBOR + 6.50%, 10.5% Cash5/235/301,755 1,758 1,699 0.1 %(3)(7)(8)(10)(31)
Subordinated Term LoanEURIBOR + 10.50% PIK5/2311/30303 296 294 — %(3)(7)(8)(13)Subordinated Term LoanEURIBOR + 10.5% PIK, 14.5% PIK5/2311/30294 296 287 — %(3)(7)(8)(10)
1,717 1,653 1,642 2,049 2,054 1,986 
Advantage Software Company (The), LLCAdvantage Software Company (The), LLCAdvertising, Printing & PublishingClass A1 Partnership Units (8,717.76 units)N/A12/21N/A280 782 0.1 %(7)(34)Advantage Software Company (The), LLCAdvertising, Printing & PublishingClass A1 Partnership Units (8,717.76 units)N/A12/21N/A280 739 0.1 %(7)(30)
Class A2 Partnership Units (2,248.46 units)N/A12/21N/A72 202 — %(7)(34)Class A2 Partnership Units (2,248.46 units)N/A12/21N/A72 191 — %(7)(30)
Class B1 Partnership Units (8,717.76 units)N/A12/21N/A— %(7)(34)Class B1 Partnership Units (8,717.76 units)N/A12/21N/A— — %(7)(30)
Class B2 Partnership Units (2,248.46 units)N/A12/21N/A— %(7)(34)Class B2 Partnership Units (2,248.46 units)N/A12/21N/A— — %(7)(30)
363 984 363 930 
Air Canada 2020-2 Class B Pass Through TrustAir Canada 2020-2 Class B Pass Through TrustStructured ProductsStructured Secured Note - Class B9.0% Cash9/2010/254,176 4,176 4,224 0.3 %Air Canada 2020-2 Class B Pass Through TrustStructured ProductsStructured Secured Note - Class B9.0% Cash9/2010/254,176 4,176 4,199 0.4 %
4,176 4,176 4,224 4,176 4,176 4,199 
Air Comm Corporation, LLCAir Comm Corporation, LLCAerospace & DefenseFirst Lien Senior Secured Term LoanSOFR + 5.00%, 10.0% Cash6/217/2712,810 12,583 11,905 1.0 %(7)(8)(16)Air Comm Corporation, LLCAerospace & DefenseFirst Lien Senior Secured Term LoanSOFR + 5.00%, 10.4% Cash6/217/2712,777 12,565 12,445 1.0 %(7)(8)(13)(31)
12,810 12,583 11,905 12,777 12,565 12,445 
AIT Worldwide Logistics Holdings, Inc.AIT Worldwide Logistics Holdings, Inc.Transportation ServicesSecond Lien Senior Secured Term LoanLIBOR + 7.50%, 12.7% Cash4/214/296,460 6,347 6,228 0.5 %(7)(8)(9)AIT Worldwide Logistics Holdings, Inc.Transportation ServicesSecond Lien Senior Secured Term LoanSOFR + 7.50%, 12.9% Cash4/214/296,460 6,350 6,305 0.5 %(7)(8)(12)
Partnership Units (348.68 units)N/A4/21N/A349 562 — %(7)(34)Partnership Units (348.68 units)N/A4/21N/A349 538 — %(7)(30)
6,460 6,696 6,790 6,460 6,699 6,843 
9

Barings BDC, Inc.
Unaudited Consolidated Schedule of Investments — (Continued)
JuneSeptember 30, 2023
(Amounts in thousands, except share amounts)
Portfolio Company(6)
Portfolio Company(6)
Industry
Investment Type (1) (2)
InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
Portfolio Company(6)
Industry
Investment Type (1) (2)
InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
AlliA Insurance Brokers NV
AlliA Insurance Brokers NV
Insurance First Lien Senior Secured Term LoanEURIBOR + 6.25%, 9.8% Cash3/233/30$3,247 $3,061 $3,120 0.3 %(3)(7)(8)(13)AlliA Insurance Brokers NV
Insurance First Lien Senior Secured Term LoanEURIBOR + 6.25%, 10.2% Cash3/233/30$3,260 $3,176 $3,149 0.3 %(3)(7)(8)(10)(31)
3,247 3,061 3,120 3,260 3,176 3,149 
Alpine SG, LLCAlpine SG, LLCHigh Tech IndustriesFirst Lien Senior Secured Term LoanSOFR + 6.00%, 11.0% Cash2/2211/2723,139 22,678 22,677 1.9 %(7)(8)(16)(33)Alpine SG, LLCHigh Tech IndustriesFirst Lien Senior Secured Term LoanSOFR + 6.00%, 11.5% Cash2/2211/2723,139 22,679 22,792 1.9 %(7)(8)(13)(29)
23,139 22,678 22,677 23,139 22,679 22,792 
Alpine US Bidco LLCAlpine US Bidco LLCAgricultural ProductsSecond Lien Senior Secured Term LoanLIBOR + 9.00%, 14.1% Cash5/215/2918,157 17,719 16,795 1.4 %(8)(9)Alpine US Bidco LLCAgricultural ProductsSecond Lien Senior Secured Term LoanSOFR + 9.00%, 14.4% Cash5/215/2918,157 17,733 17,158 1.4 %(7)(8)(12)
18,157 17,719 16,795 18,157 17,733 17,158 
Amalfi MidcoAmalfi MidcoHealthcareSubordinated Loan Notes2.0% Cash, 9.0% PIK9/229/285,288 4,676 4,690 0.4 %(3)(7)Amalfi MidcoHealthcareSubordinated Loan Notes2.0% Cash, 9.0% PIK9/229/285,076 4,676 4,467 0.4 %(3)(7)
Class B Common Stock (93,165,208 shares)N/A9/22N/A1,040 1,184 0.1 %(3)(7)(34)
Class B
Common Stock
(93,165,208 shares)
N/A9/22N/A1,040 1,137 0.1 %(3)(7)(30)
Warrants (380,385 units)N/A9/22N/A599 — %(3)(7)(34)
Warrants
(380,385 units)
N/A9/22N/A506 — %(3)(7)(30)
5,288 5,720 6,473 5,076 5,720 6,110 
Americo Chemical Products, LLCAmerico Chemical Products, LLCChemicalsFirst Lien Senior Secured Term LoanSOFR + 5.50%, 10.6% Cash4/234/291,945 1,897 1,896 0.2 %(7)(8)(15)Americo Chemical Products, LLCChemicalsFirst Lien Senior Secured Term LoanSOFR + 5.50%, 10.8% Cash4/234/291,940 1,894 1,898 0.2 %(7)(8)(12)
RevolverSOFR + 5.50%, 10.6% Cash4/234/29— (11)(12)(7)(8)(15)RevolverSOFR + 5.50%, 10.8% Cash4/234/29— (11)(10)— %(7)(8)(12)(31)
Common Stock (88,011 shares)N/A4/23N/A88 88 —%(7)(34)Common Stock (88,110 shares)N/A4/23N/A88 85 — %(7)(30)
1,945 1,974 1,972 1,940 1,971 1,973 
AMMC CLO 22, Limited Series 2018-22AAMMC CLO 22, Limited Series 2018-22AMulti-Sector HoldingsSubordinated Structured NotesResidual Interest, current yield 12.16%2/224/317,222 4,275 2,719 0.2 %(3)(33)AMMC CLO 22, Limited Series 2018-22AMulti-Sector HoldingsSubordinated Structured NotesResidual Interest, current yield 9.98%2/224/317,222 4,138 2,653 0.2 %(3)(29)
7,222 4,275 2,719 7,222 4,138 2,653 
AMMC CLO 23, Ltd. Series 2020-23AAMMC CLO 23, Ltd. Series 2020-23AMulti-Sector HoldingsSubordinated Structured NotesResidual Interest, current yield 12.32%2/2210/312,000 1,786 1,258 0.1 %(3)(33)AMMC CLO 23, Ltd. Series 2020-23AMulti-Sector HoldingsSubordinated Structured NotesResidual Interest, current yield 11.73%2/2210/312,000 1,736 1,337 0.1 %(3)(29)
2,000 1,786 1,258 2,000 1,736 1,337 
Amtech LLCAmtech LLCTechnologyFirst Lien Senior Secured Term LoanLIBOR + 6.00%, 11.2% Cash11/2111/273,020 2,964 2,986 0.2 %(7)(8)(9)Amtech LLCTechnologyFirst Lien Senior Secured Term LoanSOFR + 6.00%, 11.4% Cash11/2111/273,014 2,961 2,980 0.2 %(7)(8)(13)(31)
RevolverLIBOR + 6.00%, 11.2% Cash11/2111/27— (10)(6)—%(7)(8)(9)RevolverSOFR + 6.00%, 11.4% Cash11/2111/27205 195 198 — %(7)(8)(13)(31)
3,020 2,954 2,980 3,219 3,156 3,178 
Anagram Holdings, LLCAnagram Holdings, LLCChemicals, Plastics, & RubberFirst Lien Senior Secured Bond10.0% Cash, 5.0% PIK8/208/2515,580 14,963 14,995 1.2 %Anagram Holdings, LLCChemicals, Plastics, & RubberFirst Lien Senior Secured Bond10.0% Cash, 5.0% PIK8/208/2515,580 15,026 14,801 1.2 %
15,580 14,963 14,995 15,580 15,026 14,801 
AnalytiChem Holding GmbHAnalytiChem Holding GmbHChemicalsFirst Lien Senior Secured Term LoanEURIBOR + 6.00%, 9.1% Cash11/2110/283,187 3,176 3,121 0.3 %(3)(7)(8)(13)AnalytiChem Holding GmbHChemicalsFirst Lien Senior Secured Term LoanEURIBOR + 6.00%, 9.6% Cash11/2110/283,093 3,179 3,029 0.3 %(3)(7)(8)(10)
First Lien Senior Secured Term LoanEURIBOR + 6.00%, 9.1% Cash4/2210/285,872 5,755 5,749 0.5 %(3)(7)(8)(13)First Lien Senior Secured Term LoanEURIBOR + 6.00%, 9.6% Cash4/2210/285,698 5,761 5,579 0.5 %(3)(7)(8)(10)
First Lien Senior Secured Term LoanEURIBOR + 7.00%, 10.1% Cash1/2310/281,674 1,581 1,664 0.1 %(3)(7)(8)(13)First Lien Senior Secured Term LoanEURIBOR + 7.00%, 10.6% Cash1/2310/281,624 1,583 1,624 0.1 %(3)(7)(8)(10)
First Lien Senior Secured Term LoanLIBOR + 6.00%, 11.6% Cash6/2210/281,019 1,019 997 0.1 %(3)(7)(8)(10)First Lien Senior Secured Term LoanSOFR + 6.00%, 11.7% Cash6/2210/281,019 1,018 997 0.1 %(3)(7)(8)(13)
RevolverEURIBOR + 6.00%, 9.1% Cash4/2210/23— (2)(8)— %(3)(7)(8)(13)RevolverEURIBOR + 6.00%, 9.6% Cash4/2210/23— — (8)— %(3)(7)(8)(10)(31)
11,752 11,529 11,523 11,434 11,541 11,221 
Anju Software, Inc.Anju Software, Inc.Application SoftwareFirst Lien Senior Secured Term LoanLIBOR + 7.25%, 12.4% Cash2/196/2513,320 13,227 10,802 0.9 %(7)(8)(9)Anju Software, Inc.Application SoftwareFirst Lien Senior Secured Term LoanSOFR + 7.25%2/196/2513,320 13,241 9,883 0.8 %(7)(8)(12)(27)
13,320 13,227 10,802 13,320 13,241 9,883 
APC1 HoldingAPC1 HoldingDiversified ManufacturingFirst Lien Senior Secured Term LoanEURIBOR + 5.50%, 9.1% Cash7/227/292,509 2,308 2,462 0.2 %(3)(7)(8)(13)APC1 HoldingDiversified ManufacturingFirst Lien Senior Secured Term LoanEURIBOR + 5.50%, 9.4% Cash7/227/292,435 2,311 2,395 0.2 %(3)(7)(8)(10)
2,509 2,308 2,462 2,435 2,311 2,395 
10

Barings BDC, Inc.
Unaudited Consolidated Schedule of Investments — (Continued)
JuneSeptember 30, 2023
(Amounts in thousands, except share amounts)
Portfolio Company(6)
Portfolio Company(6)
Industry
Investment Type (1) (2)
InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
Portfolio Company(6)
Industry
Investment Type (1) (2)
InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
Apex Bidco LimitedApex Bidco LimitedBusiness Equipment & ServicesFirst Lien Senior Secured Term LoanSONIA + 6.25%, 10.8% Cash1/201/27$1,853 $1,880 $1,853 0.2 %(3)(7)(8)(19)Apex Bidco LimitedBusiness Equipment & ServicesFirst Lien Senior Secured Term LoanSONIA + 5.75%, 10.9% Cash1/201/27$1,779 $1,881 $1,779 0.1 %(3)(7)(8)(16)
Subordinated Senior Unsecured Term Loan8.0% PIK1/207/27293 297 280 — %(3)(7)Subordinated Senior Unsecured Term Loan8.0% PIK1/207/27287 303 271 — %(3)(7)
2,146 2,177 2,133 2,066 2,184 2,050 
Apidos CLO XXIV, Series 2016-24AApidos CLO XXIV, Series 2016-24AMulti-Sector HoldingsSubordinated Structured NotesResidual Interest, current yield 22.57%2/2210/3018,358 6,393 5,393 0.4 %(3)(33)Apidos CLO XXIV, Series 2016-24AMulti-Sector HoldingsSubordinated Structured NotesResidual Interest, current yield 27.19%2/2210/3018,358 5,878 7,353 0.6 %(3)(29)
18,358 6,393 5,393 18,358 5,878 7,353 
APOG Bidco Pty LtdAPOG Bidco Pty LtdHealthcareSecond Lien Senior Secured Term LoanBBSY + 7.25%, 11.4% Cash4/223/302,066 2,282 2,008 0.2 %(3)(7)(8)(21)APOG Bidco Pty LtdHealthcareSecond Lien Senior Secured Term LoanBBSY + 7.25%, 11.4% Cash4/223/302,003 2,283 1,975 0.2 %(3)(7)(8)(18)
2,066 2,282 2,008 2,003 2,283 1,975 
Aptus 1829. GmbHAptus 1829. GmbHChemicals, Plastics, and RubberFirst Lien Senior Secured Term LoanEURIBOR + 6.50%, 10.4% Cash9/219/272,477 2,609 2,004 0.2 %(3)(7)(8)(14)Aptus 1829. GmbHChemicals, Plastics, and RubberFirst Lien Senior Secured Term LoanEURIBOR + 6.50%, 10.4% Cash9/219/272,404 2,611 2,022 0.2 %(3)(7)(8)(11)
Preferred Stock (13 shares)N/A9/21N/A120 — %(3)(7)(34)
Preferred Stock
(13 shares)
N/A9/21N/A120 — %(3)(7)(30)
Common Stock (48 shares)N/A9/21N/A12 — %(3)(7)(34)
Common Stock
(48 shares)
N/A9/21N/A12 — — %(3)(7)(30)
2,477 2,741 2,008 2,404 2,743 2,025 
Apus Bidco LimitedApus Bidco LimitedBanking, Finance, Insurance & Real EstateFirst Lien Senior Secured Term LoanSONIA + 5.75%, 9.9% Cash2/213/283,662 3,892 3,563 0.3 %(3)(7)(8)(20)Apus Bidco LimitedBanking, Finance, Insurance & Real EstateFirst Lien Senior Secured Term LoanSONIA + 5.50%, 10.7% Cash2/213/283,516 3,896 3,439 0.3 %(3)(7)(8)(16)
3,662 3,892 3,563 3,516 3,896 3,439 
AQA Acquisition Holding, Inc.AQA Acquisition Holding, Inc.High Tech IndustriesSecond Lien Senior Secured Term LoanLIBOR + 7.50%, 12.7% Cash3/213/2920,000 19,592 19,660 1.6 %(7)(8)(10)AQA Acquisition Holding, Inc.High Tech IndustriesSecond Lien Senior Secured Term LoanSOFR + 7.50%, 13.0% Cash3/213/2920,000 19,607 19,660 1.6 %(7)(8)(13)
20,000 19,592 19,660 20,000 19,607 19,660 
Aquavista Watersides 2 LTDAquavista Watersides 2 LTDTransportation ServicesFirst Lien Senior Secured Term LoanSONIA + 6.00%, 10.5% Cash12/2112/286,409 6,464 6,064 0.5 %(3)(7)(8)(20)Aquavista Watersides 2 LTDTransportation ServicesFirst Lien Senior Secured Term LoanSONIA + 6.00%, 11.0% Cash12/2112/286,153 6,477 5,673 0.5 %(3)(7)(8)(17)(31)
Second Lien Senior Secured Term LoanSONIA + 10.5% PIK12/2112/281,704 1,733 1,621 0.1 %(3)(7)(8)(20)Second Lien Senior Secured Term LoanSONIA + 10.5% PIK, 15.9% PIK12/2112/281,636 1,734 1,520 0.1 %(3)(7)(8)(17)
8,113 8,197 7,685 7,789 8,211 7,193 
Arc EducationArc EducationConsumer CyclicalFirst Lien Senior Secured Term LoanEURIBOR + 5.75%, 9.3% Cash7/227/293,352 3,011 3,266 0.3 %(3)(7)(8)(13)Arc EducationConsumer CyclicalFirst Lien Senior Secured Term LoanEURIBOR + 5.75%, 9.5% Cash7/227/293,489 3,261 3,416 0.3 %(3)(7)(8)(10)(31)
3,352 3,011 3,266 3,489 3,261 3,416 
Arch Global Precision LLCArch Global Precision LLCIndustrial MachineryFirst Lien Senior Secured Term LoanLIBOR + 4.75%, 10.0% Cash4/194/269,130 9,128 9,086 0.8 %(7)(8)(10)Arch Global Precision LLCIndustrial MachineryFirst Lien Senior Secured Term LoanSOFR + 4.75%, 10.2% Cash4/194/269,084 9,082 8,993 0.8 %(7)(8)(13)
9,130 9,128 9,086 9,084 9,082 8,993 
ArchimedeArchimedeConsumer ServicesFirst Lien Senior Secured Term LoanEURIBOR + 5.75%, 9.3% Cash10/2010/276,437 6,486 6,328 0.5 %(3)(7)(8)(13)ArchimedeConsumer ServicesFirst Lien Senior Secured Term LoanEURIBOR + 5.75%, 9.7% Cash10/2010/276,247 6,470 6,003 0.5 %(3)(7)(8)(10)
6,437 6,486 6,328 6,247 6,470 6,003 
Argus Bidco LimitedArgus Bidco LimitedHigh Tech IndustriesFirst Lien Senior Secured Term LoanSOFR + 6.75%, 10.3% Cash7/227/291,759 1,636 1,699 0.1 %(3)(7)(8)(13)Argus Bidco LimitedHigh Tech IndustriesFirst Lien Senior Secured Term LoanSOFR + 4.00%, 9.3% Cash, 3.3% PIK7/227/29132 128 125 — %(3)(7)(8)(13)
First Lien Senior Secured Term LoanEURIBOR + 4.00%, 7.6% Cash, 3.3% PIK7/227/29310 289 293 — %(3)(7)(8)(10)
First Lien Senior Secured Term LoanSOFR + 6.50%, 11.6% Cash7/227/29130 126 125 — %(3)(7)(8)(16)First Lien Senior Secured Term LoanEURIBOR + 6.75%, 10.7% Cash7/227/291,412 1,363 1,336 0.1 %(3)(7)(8)(10)
First Lien Senior Secured Term LoanSONIA + 6.50%, 11.4% Cash7/227/291,690 1,521 1,609 0.1 %(3)(7)(8)(18)First Lien Senior Secured Term LoanSONIA + 4.00%, 8.9% Cash, 3.3% PIK7/227/291,648 1,564 1,559 0.1 %(3)(7)(8)(16)
Second Lien Term Loan10.5% PIK7/227/29567 517 538 — %(3)(7)First Lien Senior Secured Term LoanSONIA + 6.50%, 11.4% Cash7/227/29— (12)(28)— %(3)(7)(8)(16)(31)
Preferred Stock (41,560 shares)10.0% PIK7/22N/A54 50 — %(3)(7)Second Lien Senior Secured Term Loan10.5% PIK7/227/29712 687 667 0.1 %(3)(7)
Equity Loan Notes (41,560 units)10.0% PIK7/22N/A54 50 — %(3)(7)Preferred Stock (41,560 shares)10.0% PIK7/22N/A54 45 — %(3)(7)
Common Stock (464 shares)N/A7/22N/A— — %(3)(7)(34)Equity Loan Notes (41,560 units)10.0% PIK7/22N/A54 45 — %(3)(7)
4,146 3,909 4,071 Common Stock (464 shares)N/A7/22N/A— — %(3)(7)(30)
Argus Bidco Limited4,214 4,128 4,042 
Armstrong Transport Group (Pele Buyer, LLC)Air Freight & LogisticsFirst Lien Senior Secured Term LoanSOFR + 5.50%, 10.5% Cash6/196/243,957 3,933 3,897 0.3 %(7)(8)(17)
First Lien Senior Secured Term LoanSOFR + 5.50%, 10.5% Cash10/226/244,890 4,824 4,806 0.4 %(7)(8)(17)
8,847 8,757 8,703 
11

Barings BDC, Inc.
Unaudited Consolidated Schedule of Investments — (Continued)
JuneSeptember 30, 2023
(Amounts in thousands, except share amounts)
Portfolio Company(6)
Portfolio Company(6)
Industry
Investment Type (1) (2)
InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
Portfolio Company(6)
Industry
Investment Type (1) (2)
InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
Armstrong Transport Group (Pele Buyer, LLC)Armstrong Transport Group (Pele Buyer, LLC)Air Freight & LogisticsFirst Lien Senior Secured Term LoanSOFR + 5.50%, 10.5% Cash6/196/24$3,945 $3,928 $3,839 0.3 %(7)(8)(14)
First Lien Senior Secured Term LoanSOFR + 5.50%, 10.5% Cash10/226/244,890 4,841 4,758 0.4 %(7)(8)(14)
8,835 8,769 8,597 
ASC Communications, LLCASC Communications, LLCMedia & EntertainmentFirst Lien Senior Secured Term LoanSOFR + 5.00%, 10.2% Cash7/227/27$14,123 $13,933 $13,968 1.2 %(7)(8)(15)ASC Communications, LLCMedia & EntertainmentFirst Lien Senior Secured Term LoanSOFR + 4.75%, 10.2% Cash7/227/279,331 9,211 9,241 0.8 %(7)(8)(12)
RevolverSOFR + 5.00%, 10.2% Cash7/227/27— (14)(12)— %(7)(8)(16)RevolverSOFR + 4.75%, 10.2% Cash7/227/27— (13)(10)— %(7)(8)(12)(31)
Class A Units (25,718.20 units)N/A7/22N/A539 665 0.1 %(7)Class A Units (25,718.20 units)N/A7/22N/A539 697 0.1 %(7)
14,123 14,458 14,621 9,331 9,737 9,928 
Astra Bidco LimitedAstra Bidco LimitedHealthcareFirst Lien Senior Secured Term LoanSONIA + 5.75%, 10.7% Cash11/2111/282,398 2,426 2,341 0.2 %(3)(7)(8)(20)Astra Bidco LimitedHealthcareFirst Lien Senior Secured Term LoanSONIA + 5.50%, 10.7% Cash11/2111/282,303 2,428 2,272 0.2 %(3)(7)(8)(17)(31)
2,398 2,426 2,341 2,303 2,428 2,272 
ATL II MRO Holdings Inc.ATL II MRO Holdings Inc.TransportationFirst Lien Senior Secured Term LoanSOFR + 5.50%, 10.5% Cash11/2211/288,292 8,100 8,259 0.7 %(7)(8)(16)ATL II MRO Holdings Inc.TransportationFirst Lien Senior Secured Term LoanSOFR + 5.50%, 10.9% Cash11/2211/288,271 8,086 8,271 0.7 %(7)(8)(13)
RevolverSOFR + 5.50%, 10.5% Cash11/2211/28— (38)(7)— %(7)(8)(16)RevolverSOFR + 5.50%, 10.9% Cash11/2211/28— (36)— — %(7)(8)(13)(31)
8,292 8,062 8,252 8,271 8,050 8,271 
Auxi InternationalAuxi InternationalCommercial FinanceFirst Lien Senior Secured Term LoanEURIBOR + 7.25%, 10.5% Cash12/1912/261,527 1,529 1,349 0.1 %(3)(7)(8)(14)Auxi InternationalCommercial FinanceFirst Lien Senior Secured Term LoanEURIBOR + 7.25%, 11.3% Cash12/1912/261,482 1,531 1,364 0.1 %(3)(7)(8)(11)
First Lien Senior Secured Term LoanSONIA + 7.25%, 11.4% Cash4/2112/26852 903 752 0.1 %(3)(7)(8)(20)First Lien Senior Secured Term LoanSONIA + 7.25%, 12.4% Cash4/2112/26818 904 752 0.1 %(3)(7)(8)(17)
2,379 2,432 2,101 2,300 2,435 2,116 
Avance Clinical Bidco Pty LtdAvance Clinical Bidco Pty LtdHealthcareFirst Lien Senior Secured Term LoanBBSY + 4.50%, 8.9% Cash11/2111/272,350 2,426 2,252 0.2 %(3)(7)(8)(22)Avance Clinical Bidco Pty LtdHealthcareFirst Lien Senior Secured Term LoanBBSY + 4.50%, 9.4% Cash11/2111/272,279 2,430 2,068 0.2 %(3)(7)(8)(19)(31)
2,350 2,426 2,252 2,279 2,430 2,068 
Aviation Technical Services, Inc.Aviation Technical Services, Inc.Aerospace & DefenseSecond Lien Senior Secured Term LoanLIBOR + 2.00%, 7.2% Cash, 6.5% PIK2/223/2529,457 28,114 28,867 2.4 %(7)(8)(9)(33)Aviation Technical Services, Inc.Aerospace & DefenseSecond Lien Senior Secured Term LoanSOFR + 2.00%, 7.3% Cash, 6.5% PIK2/223/2529,457 28,114 28,956 2.4 %(7)(8)(12)(29)
29,457 28,114 28,867 29,457 28,114 28,956 
AVSC Holding Corp.AVSC Holding Corp.AdvertisingFirst Lien Senior Secured Term LoanLIBOR + 3.25%, 8.9% Cash, 0.3% PIK8/183/254,810 4,557 4,686 0.4 %(8)(9)AVSC Holding Corp.AdvertisingFirst Lien Senior Secured Term LoanSOFR + 3.25%, 8.6% Cash, 0.3% PIK8/183/254,787 4,571 4,601 0.4 %(8)(12)
First Lien Senior Secured Term LoanLIBOR + 4.50%, 10.7% Cash, 1.0% PIK8/1810/26748 709 739 0.1 %(8)(9)First Lien Senior Secured Term LoanSOFR + 5.50%, 10.8% Cash, 1.0% PIK8/1810/26746 710 722 0.1 %(8)(12)
First Lien Senior Secured Term Loan5.0% Cash, 10.0% PIK11/2010/265,934 5,856 6,167 0.5 %First Lien Senior Secured Term Loan5.0% Cash, 10.0% PIK11/2010/266,084 6,013 6,243 0.5 %
11,492 11,122 11,592 11,617 11,294 11,566 
Azalea Buyer, Inc.Azalea Buyer, Inc.TechnologyFirst Lien Senior Secured Term LoanLIBOR + 5.25%, 10.4% Cash11/2111/274,537 4,452 4,485 0.4 %(7)(8)(10)Azalea Buyer, Inc.TechnologyFirst Lien Senior Secured Term LoanSOFR + 5.25%, 10.7% Cash11/2111/274,842 4,763 4,800 0.4 %(7)(8)(13)(31)
RevolverLIBOR + 5.25%, 10.4% Cash11/2111/27— (7)(5)— %(7)(8)(10)RevolverSOFR + 5.25%, 10.7% Cash11/2111/27— (7)(4)— %(7)(8)(13)(31)
Subordinated Term Loan12.0% PIK11/215/281,518 1,498 1,477 0.1 %(7)Subordinated Term Loan12.0% PIK11/215/281,564 1,544 1,510 0.1 %(7)
Common Stock (192,307.7 shares)N/A11/21N/A192 153 — %(7)(34)Common Stock (192,307.7 shares)N/A11/21N/A192 227 — %(7)(30)
6,055 6,135 6,110 6,406 6,492 6,533 
Bariacum S.AConsumer ProductsFirst Lien Senior Secured Term LoanEURIBOR + 5.00%, 8.9% Cash11/2111/287,310 7,355 7,310 0.6 %(3)(7)(8)(14)
7,310 7,355 7,310 
Bariacum S.A.Bariacum S.A.Consumer ProductsFirst Lien Senior Secured Term LoanEURIBOR + 5.00%, 8.9% Cash11/2111/282,223 2,252 2,223 0.2 %(3)(7)(8)(11)(31)
2,223 2,252 2,223 
Benify (Bennevis AB)Benify (Bennevis AB)High Tech IndustriesFirst Lien Senior Secured Term LoanSTIBOR + 5.25%, 9.1% Cash7/197/261,022 1,162 1,022 0.1 %(3)(7)(8)(26)Benify (Bennevis AB)High Tech IndustriesFirst Lien Senior Secured Term LoanSTIBOR + 5.25%, 9.4% Cash7/197/261,016 1,163 1,016 0.1 %(3)(7)(8)(23)
1,022 1,162 1,022 1,016 1,163 1,016 
Beyond Risk Management, Inc.Beyond Risk Management, Inc.Other FinancialFirst Lien Senior Secured Term LoanSOFR + 4.50%, 9.7% Cash10/2110/272,538 2,505 2,509 0.2 %(7)(8)(15)Beyond Risk Management, Inc.Other FinancialFirst Lien Senior Secured Term LoanSOFR + 4.50%, 9.9% Cash10/2110/272,532 2,509 2,498 0.2 %(7)(8)(13)(31)
2,538 2,505 2,509 2,532 2,509 2,498 
BidwaxBidwaxNon-durable Consumer GoodsFirst Lien Senior Secured Term LoanEURIBOR + 6.50%, 10.1% Cash2/212/287,637 8,103 7,431 0.6 %(3)(7)(8)(14)BidwaxNon-durable Consumer GoodsFirst Lien Senior Secured Term LoanEURIBOR + 6.50%, 10.1% Cash2/212/287,411 8,110 7,336 0.6 %(3)(7)(8)(11)
7,637 8,103 7,431 7,411 8,110 7,336 
BigHand UK Bidco LimitedHigh Tech IndustriesFirst Lien Senior Secured Term LoanSOFR +5.75%, 10.6% Cash1/211/282,532 2,481 2,436 0.2 %(3)(7)(8)(16)
First Lien Senior Secured Term LoanSONIA + 5.75%, 10.8% Cash1/211/28853 894 821 0.1 %(3)(7)(8)(19)
3,385 3,375 3,257 
12

Barings BDC, Inc.
Unaudited Consolidated Schedule of Investments — (Continued)
JuneSeptember 30, 2023
(Amounts in thousands, except share amounts)
Portfolio Company(6)
Portfolio Company(6)
Industry
Investment Type (1) (2)
InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
Portfolio Company(6)
Industry
Investment Type (1) (2)
InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
BigHand UK Bidco LimitedBigHand UK Bidco LimitedHigh Tech IndustriesFirst Lien Senior Secured Term LoanSOFR +5.50%, 10.8% Cash1/211/28$2,532 $2,483 $2,401 0.2 %(3)(7)(8)(13)
First Lien Senior Secured Term LoanSONIA + 5.75%, 11.1% Cash1/211/28819 895 776 0.1 %(3)(7)(8)(16)
3,351 3,378 3,177 
Biolam GroupBiolam GroupConsumer
Non-cyclical
First Lien Senior Secured Term LoanEURIBOR + 6.25%, 9.8% Cash12/2212/29$6,627 $6,367 $6,446 0.5 %(3)(7)(8)(13)Biolam GroupConsumer
Non-cyclical
First Lien Senior Secured Term LoanEURIBOR + 6.25%, 7.6% Cash, 2.5% PIK12/2212/292,367 2,414 2,298 0.2 %(3)(7)(8)(10)(31)
6,627 6,367 6,446 2,367 2,414 2,298 
Bounteous, Inc.Bounteous, Inc.TechnologyFirst Lien Senior Secured Term LoanSOFR + 5.25%, 10.6% Cash8/218/271,883 1,814 1,619 0.1 %(7)(8)(16)Bounteous, Inc.TechnologyFirst Lien Senior Secured Term LoanSOFR + 5.25%, 10.6% Cash8/218/271,878 1,814 1,671 0.1 %(7)(8)(13)(31)
1,883 1,814 1,619 1,878 1,814 1,671 
BPG Holdings IV CorpBPG Holdings IV CorpDiversified ManufacturingFirst Lien Senior Secured Term LoanSOFR + 6.00%, 11.2% Cash3/237/2914,328 13,494 13,468 1.1 %(7)(8)(16)BPG Holdings IV CorpDiversified ManufacturingFirst Lien Senior Secured Term LoanSOFR + 6.00%, 11.4% Cash3/237/2914,292 13,484 13,434 1.1 %(7)(8)(13)
14,328 13,494 13,468 14,292 13,484 13,434 
Bridger Aerospace Group Holdings, LLCBridger Aerospace Group Holdings, LLCEnvironmental IndustriesMunicipal Revenue Bond11.5% Cash7/229/2727,200 27,200 28,339 2.3 %

Bridger Aerospace Group Holdings, LLCEnvironmental IndustriesMunicipal Revenue Bond11.5% Cash7/229/2727,200 27,200 28,425 2.4 %

Preferred Stock- Series C (14,618 shares)7.0% PIK7/22N/A14,992 15,127 1.3 %(7)
Preferred Stock- Series C
(14,618 shares)
7.0% PIK7/22N/A14,992 15,414 1.3 %(7)
27,200 42,192 43,466 27,200 42,192 43,839 
Brightline Trains Florida LLCBrightline Trains Florida LLCTransportationSenior Secured Note8.0% Cash8/211/285,000 5,000 4,500 0.4 %(7)Brightline Trains Florida LLCTransportationSenior Secured Note8.0% Cash8/211/285,000 5,000 4,525 0.4 %(7)
5,000 5,000 4,500 5,000 5,000 4,525 
Brightpay LimitedBrightpay LimitedTechnologyFirst Lien Senior Secured Term LoanEURIBOR + 5.25%, 8.5% Cash10/2110/282,254 2,299 2,213 0.2 %(3)(7)(8)(13)Brightpay LimitedTechnologyFirst Lien Senior Secured Term LoanEURIBOR + 5.00%, 8.7% Cash10/2110/282,188 2,301 2,152 0.2 %(3)(7)(8)(10)(31)
2,254 2,299 2,213 2,188 2,301 2,152 
BrightSign LLCBrightSign LLCMedia & EntertainmentFirst Lien Senior Secured Term LoanSOFR + 5.50%, 10.9% Cash10/2110/274,729 4,693 4,693 0.4 %(7)(8)(16)BrightSign LLCMedia & EntertainmentFirst Lien Senior Secured Term LoanSOFR + 5.75%, 11.3% Cash10/2110/274,717 4,683 4,538 0.4 %(7)(8)(13)
RevolverSOFR + 5.50%, 10.9% Cash10/2110/27886 876 876 0.1 %(7)(8)(16)RevolverSOFR + 5.75%, 11.3% Cash10/2110/27886 877 835 0.1 %(7)(8)(13)(31)
LLC units (1,107,492.71 units)N/A10/21N/A1,107 1,351 0.1 %(7)(34)LLC units (1,107,492.71 units)N/A10/21N/A1,107 930 0.1 %(7)(30)
5,615 6,676 6,920 5,603 6,667 6,303 
British Airways 2020-1 Class B Pass Through TrustBritish Airways 2020-1 Class B Pass Through TrustStructured ProductsStructured Secured Note - Class B8.4% Cash11/2011/28649 649 654 0.1 %British Airways 2020-1 Class B Pass Through TrustStructured ProductsFirst Lien Senior Secured Bond8.4% Cash11/2011/28622 622 633 0.1 %
649 649 654 622 622 633 
British Engineering Services Holdco LimitedBritish Engineering Services Holdco LimitedCommercial Services & SuppliesFirst Lien Senior Secured Term LoanSONIA + 7.00%, 10.7% Cash12/2012/2714,577 15,160 14,291 1.2 %(3)(7)(8)(20)British Engineering Services Holdco LimitedCommercial Services & SuppliesFirst Lien Senior Secured Term LoanSONIA + 7.00%, 11.9% Cash12/2012/2713,995 15,174 13,755 1.1 %(3)(7)(8)(17)
14,577 15,160 14,291 13,995 15,174 13,755 
Brook & Whittle Holding Corp.Brook & Whittle Holding Corp.Containers, Packaging & GlassFirst Lien Senior Secured Term LoanSOFR + 4.00%, 9.4% Cash2/2212/282,813 2,793 2,564 0.2 %(8)(16)(33)Brook & Whittle Holding Corp.Containers, Packaging & GlassFirst Lien Senior Secured Term LoanSOFR + 4.00%, 9.6% Cash2/2212/282,806 2,786 2,512 0.2 %(8)(13)(29)
2,813 2,793 2,564 2,806 2,786 2,512 
Brown Machine Group Holdings, LLCBrown Machine Group Holdings, LLCIndustrial EquipmentFirst Lien Senior Secured Term LoanSOFR + 5.25%, 10.5% Cash10/1810/246,281 6,260 6,155 0.5 %(7)(8)(16)Brown Machine Group Holdings, LLCIndustrial EquipmentFirst Lien Senior Secured Term LoanSOFR + 5.25%, 11.2% Cash10/1810/256,281 6,264 6,155 0.5 %(7)(8)(13)
6,281 6,260 6,155 6,281 6,264 6,155 
Burgess Point Purchaser CorporationBurgess Point Purchaser CorporationAuto Parts & EquipmentSecond Lien Senior Secured Term LoanSOFR + 9.00%, 14.4% Cash7/227/304,545 4,378 4,418 0.4 %(7)(8)(15)Burgess Point Purchaser CorporationAuto Parts & EquipmentSecond Lien Senior Secured Term LoanSOFR + 9.00%, 14.3% Cash7/227/304,545 4,383 4,550 0.4 %(7)(8)(12)
LP Units (455 units)N/A7/22N/A455 501 — %(7)(34)
LP Units
(455 units)
N/A7/22N/A455 498 — %(7)(30)
4,545 4,833 4,919 4,545 4,838 5,048 
BVI Medical, Inc.BVI Medical, Inc.HealthcareSecond Lien Senior Secured Term LoanEURIBOR + 9.50%, 13.1% Cash6/226/2610,122 9,447 9,474 0.8 %(7)(8)(13)BVI Medical, Inc.HealthcareSecond Lien Senior Secured Term LoanEURIBOR + 9.50%, 13.4% Cash6/226/269,822 9,471 9,213 0.8 %(7)(8)(10)
10,122 9,447 9,474 9,822 9,471 9,213 
Cadent, LLC (f/k/a Cross MediaWorks)Media & EntertainmentFirst Lien Senior Secured Term LoanLIBOR + 6.25%, 11.5% Cash9/189/256,751 6,748 6,670 0.6 %(7)(8)(10)
First Lien Senior Secured Term LoanLIBOR + 6.25%, 11.5% Cash7/229/2511,339 11,279 11,108 0.9 %(7)(8)(10)
18,090 18,027 17,778 
CAi Software, LLCTechnologyFirst Lien Senior Secured Term LoanLIBOR + 6.25%, 11.8% Cash12/2112/284,984 4,902 4,615 0.4 %(7)(8)(10)
First Lien Senior Secured Term LoanLIBOR + 6.25%, 11.8% Cash7/2212/281,370 1,347 1,269 0.1 %(7)(8)(10)
RevolverLIBOR + 6.25%, 11.8% Cash12/2112/28— (15)(70)— %(7)(8)(10)
6,354 6,234 5,814 
13

Barings BDC, Inc.
Unaudited Consolidated Schedule of Investments — (Continued)
JuneSeptember 30, 2023
(Amounts in thousands, except share amounts)
Portfolio Company(6)
Portfolio Company(6)
Industry
Investment Type (1) (2)
InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
Portfolio Company(6)
Industry
Investment Type (1) (2)
InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
CAi Software, LLCCAi Software, LLCTechnologyFirst Lien Senior Secured Term LoanSOFR + 6.25%, 11.9% Cash12/2112/28$4,971 $4,893 $4,638 0.4 %(7)(8)(13)
First Lien Senior Secured Term LoanSOFR + 6.25%, 11.9% Cash7/2212/281,367 1,345 1,275 0.1 %(7)(8)(13)
RevolverSOFR + 6.25%, 11.9% Cash12/2112/28— (14)(63)— %(7)(8)(13)(31)
6,338 6,224 5,850 
Canadian Orthodontic Partners Corp.Canadian Orthodontic Partners Corp.HealthcareFirst Lien Senior Secured Term Loan
3.5% Cash,
CDOR + 3.5% PIK, 9.0% PIK
6/213/261,653 1,824 1,423 0.1 %(3)(7)(8)(22)
Canadian Orthodontic Partners Corp.HealthcareFirst Lien Senior Secured Term LoanCDOR + 3.50%, 8.5% Cash, 3.5% PIK6/213/26$1,656 $1,791 $1,429 0.1 %(3)(7)(8)(25)Class A Equity (500,000 units)N/A5/22N/A389 — — %(3)(7)(30)
Class A Equity (500,000 units)N/A5/22N/A389 — — %(3)(7)(34)Class C - Warrants (74,712.64 units)N/A5/22N/A— — — %(3)(7)(30)
Class C - Warrants (74,712.64 units)N/A5/22N/A— — — %(3)(7)(34)Class X Equity (45,604 units)N/A5/22N/A35 35 — %(3)(7)(30)
1,656 2,180 1,429 1,653 2,248 1,458 
Caribou Holding Company, LLCCaribou Holding Company, LLCTechnologyFirst Lien Senior Secured Term LoanSOFR + 7.64%, 13.6% Cash4/224/274,318 4,267 4,279 0.4 %(3)(7)(8)(16)Caribou Holding Company, LLCTechnologyFirst Lien Senior Secured Term LoanSOFR + 7.64%, 13.6% Cash4/224/274,318 4,270 4,210 0.4 %(3)(7)(8)(13)
LLC Units (681,818 units)N/A4/22N/A682 638 0.1 %(3)(7)(34)LLC Units (681,818 units)N/A4/22N/A682 644 0.1 %(3)(7)(30)
4,318 4,949 4,917 4,318 4,952 4,854 
Carlson Travel, IncBusiness Travel ManagementFirst Lien Senior Secured Bond8.5% Cash11/2111/266,050 5,756 3,304 0.3 %
Series A Convertible Preferred (10,980 units)N/A1/23N/A955 681 0.1 %(7)(34)
Common Stock (219,504 shares)N/A11/21N/A4,194 905 0.1 %(34)
6,050 10,905 4,890 
Catawba River LimitedCatawba River LimitedFinance CompaniesStructured - Junior NoteN/A10/2210/285,892 5,268 4,044 0.3 %(3)(7)Catawba River LimitedFinance CompaniesStructured - Junior NoteN/A10/2210/285,336 4,974 3,390 0.3 %(3)(7)(31)
5,892 5,268 4,044 5,336 4,974 3,390 
Centralis Finco S.a.r.l.Centralis Finco S.a.r.l.Diversified Financial ServicesFirst Lien Senior Secured Term LoanEURIBOR + 5.25%, 8.5% Cash5/204/272,231 2,053 2,175 0.2 %(3)(7)(8)(13)Centralis Finco S.a.r.l.Diversified Financial ServicesFirst Lien Senior Secured Term LoanEURIBOR + 5.25%, 9.1% Cash5/204/273,063 2,919 3,057 0.3 %(3)(7)(8)(10)
2,231 2,053 2,175 3,063 2,919 3,057 
Ceres Pharma NVCeres Pharma NVPharma-ceuticalsFirst Lien Senior Secured Term LoanEURIBOR + 5.50%, 9.6% Cash10/2110/283,378 3,271 3,296 0.3 %(3)(7)(8)(14)Ceres Pharma NVPharma-ceuticalsFirst Lien Senior Secured Term LoanEURIBOR + 6.00%, 9.6% Cash10/2110/283,278 3,274 3,206 0.3 %(3)(7)(8)(11)
3,378 3,271 3,296 3,278 3,274 3,206 
CGI Parent, LLCCGI Parent, LLCBusiness Equipment & ServicesFirst Lien Senior Secured Term LoanSOFR + 5.75%, 11.3% Cash2/222/2821,404 20,923 20,869 1.7 %(7)(8)(13)
CGI Parent, LLCBusiness Equipment & ServicesFirst Lien Senior Secured Term LoanSOFR + 4.75%, 9.9% Cash2/222/285,256 5,146 5,084 0.4 %(7)(8)(16)First Lien Senior Secured Term LoanSOFR + 5.75%, 11.3% Cash12/222/281,375 1,339 1,341 0.1 %(7)(8)(13)
First Lien Senior Secured Term LoanSOFR + 4.75%, 9.9% Cash12/222/281,378 1,340 1,344 0.1 %(7)(8)(16)RevolverSOFR + 5.75%, 11.3% Cash2/222/28— (25)(41)— %(7)(8)(13)(31)
Preferred Stock (551 shares)N/A2/22N/A551 995 0.1 %(7)(34)Preferred Stock (657 shares)N/A2/22N/A722 1,164 0.1 %(7)(30)
6,634 7,037 7,423 22,779 22,959 23,333 
Cineworld Group PLCCineworld Group PLCLeisure ProductsWarrants (553,375 units)N/A7/22N/A102 — — %(3)(34)Cineworld Group PLCLeisure Products
Warrants
(553,375 units)
N/A7/22N/A102 — — %(3)(7)(30)
102 — 102 — 
Classic Collision (Summit Buyer, LLC)Classic Collision (Summit Buyer, LLC)Auto Collision Repair CentersFirst Lien Senior Secured Term LoanSOFR + 5.25%, 10.3% Cash1/201/266,241 6,172 6,191 0.5 %(7)(8)(15)Classic Collision (Summit Buyer, LLC)Auto Collision Repair CentersFirst Lien Senior Secured Term LoanSOFR + 5.75%, 11.3% Cash1/201/266,225 6,087 5,991 0.5 %(7)(8)(14)(31)
First Lien Senior Secured Term LoanSOFR + 5.25%, 10.3% Cash1/204/26604 596 599 — %(7)(8)(15)First Lien Senior Secured Term LoanSOFR + 5.75%, 11.3% Cash1/204/26602 595 587 — %(7)(8)(14)
6,845 6,768 6,790 6,827 6,682 6,578 
CM Acquisitions Holdings Inc.CM Acquisitions Holdings Inc.Internet & Direct MarketingFirst Lien Senior Secured Term LoanSOFR + 4.75%, 10.1% Cash5/195/2518,813 18,694 18,211 1.5 %(7)(8)(16)CM Acquisitions Holdings Inc.Internet & Direct MarketingFirst Lien Senior Secured Term LoanSOFR + 4.75%, 10.3% Cash5/195/2518,764 18,661 18,314 1.5 %(7)(8)(13)
18,813 18,694 18,211 18,764 18,661 18,314 
CMT Opco Holding, LLC (Concept Machine)CMT Opco Holding, LLC (Concept Machine)DistributorsFirst Lien Senior Secured Term LoanSOFR + 5.25%, 10.3% Cash1/201/254,132 4,104 3,744 0.3 %(7)(8)(15)CMT Opco Holding, LLC (Concept Machine)DistributorsFirst Lien Senior Secured Term LoanSOFR + 5.00%, 10.3% Cash, 0.3% PIK1/201/254,132 4,108 3,727 0.3 %(7)(8)(12)
LLC Units (8,782 units)N/A1/20N/A352 — — %(7)(34)First Lien Senior Secured Term LoanSOFR + 5.00%, 10.3% Cash, 0.3% PIK1/201/27673 659 659 0.1 %(7)(8)(12)
4,132 4,456 3,744 Incremental Equity (3,853 units)N/A9/23N/A154 154 — %(7)(30)
CMT Opco Holding, LLC (Concept Machine)
LLC Units
(8,782 units)
N/A1/20N/A352 38 — %(7)(30)
4,805 5,273 4,578 
14

Barings BDC, Inc.
Unaudited Consolidated Schedule of Investments — (Continued)
JuneSeptember 30, 2023
(Amounts in thousands, except share amounts)
Portfolio Company(6)
Portfolio Company(6)
Industry
Investment Type (1) (2)
InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
Portfolio Company(6)
Industry
Investment Type (1) (2)
InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
Coastal Marina Holdings, LLCHotel, Gaming & LeisureSubordinated Term Loan10.0% PIK11/2111/31$6,943 $6,552 $6,513 0.5 %(7)
Subordinated Term Loan8.0% Cash11/2111/3116,620 15,551 15,588 1.3 %(7)
LLC Units (2,037,735 units)N/A11/21N/A9,093 10,882 0.9 %(7)(34)
23,563 31,196 32,983 
Cobham Slip Rings SASCobham Slip Rings SASDiversified ManufacturingFirst Lien Senior Secured Term LoanLIBOR + 6.25%, 11.8% Cash11/2111/281,303 1,279 1,288 0.1 %(3)(7)(8)(10)Cobham Slip Rings SASDiversified ManufacturingFirst Lien Senior Secured Term LoanSOFR + 6.25%, 11.6% Cash11/2111/28$1,303 $1,280 $1,292 0.1 %(3)(7)(8)(13)
1,303 1,279 1,288 1,303 1,280 1,292 
Command Alkon (Project Potter Buyer, LLC)Command Alkon (Project Potter Buyer, LLC)SoftwareFirst Lien Senior Secured Term LoanSOFR + 7.25%, 12.4% Cash4/204/2713,534 13,275 13,345 1.1 %(7)(8)(15)Command Alkon (Project Potter Buyer, LLC)SoftwareFirst Lien Senior Secured Term LoanSOFR + 6.75%, 12.1% Cash4/204/2713,500 13,255 13,345 1.1 %(7)(8)(12)
Class B Partnership Units (33,324.69 units)N/A4/20N/A— 218 — %(7)(34)
Class B
Partnership Units (33,324.69 units)
N/A4/20N/A— 223 — %(7)(30)
13,534 13,275 13,563 13,500 13,255 13,568 
Compass Precision, LLCCompass Precision, LLCAerospace & DefenseSenior Subordinated Term Loan11.0% Cash, 1.0% PIK4/224/28638 627 622 0.1 %(7)Compass Precision, LLCAerospace & DefenseSenior Subordinated Term Loan11.0% Cash, 1.0% PIK4/224/28638 628 619 0.1 %(7)
LLC Units (46,085.6 units)N/A4/22N/A125 162 — %(7)(34)LLC Units (46,085.6 units)N/A4/22N/A125 140 — %(7)(30)
638 752 784 638 753 759 
Comply365, LLCComply365, LLCTechnologyFirst Lien Senior Secured Term LoanSOFR + 5.25%, 10.6% Cash4/224/2813,344 13,123 13,185 1.1 %(7)(8)(17)Comply365, LLCTechnologyFirst Lien Senior Secured Term LoanSOFR + 5.00%, 10.3% Cash4/224/2813,262 13,051 13,126 1.1 %(7)(8)(13)
RevolverSOFR + 5.25%, 10.6% Cash4/224/28— (18)(13)— %(7)(8)(17)RevolverSOFR + 5.00%, 10.3% Cash4/224/28— (17)(11)— %(7)(8)(13)(31)
13,344 13,105 13,172 13,262 13,034 13,115 
Contabo Finco S.À.R.L.Contabo Finco S.À.R.L.Internet Software & ServicesFirst Lien Senior Secured Term LoanEURIBOR + 6.00%, 9.2% Cash10/2210/295,080 4,531 4,989 0.4 %(3)(7)(8)(13)Contabo Finco S.À.R.L.Internet Software & ServicesFirst Lien Senior Secured Term LoanEURIBOR + 5.25%, 9.0% Cash10/2210/294,930 4,535 4,851 0.4 %(3)(7)(8)(10)
5,080 4,531 4,989 4,930 4,535 4,851 
Core Scientific, Inc.Core Scientific, Inc.TechnologyEquipment Term Loan9.8% Cash3/223/2529,647 29,619 16,929 1.4 %(7)(31)Core Scientific, Inc.TechnologyEquipment Term Loan9.8% Cash3/223/2530,635 29,619 22,976 1.9 %(7)(27)
Common Stock (91,504 shares)N/A9/22N/A296 78 — %(34)Common Stock (91,504 shares)N/A9/22N/A296 66 — %(30)
29,647 29,915 17,007 30,635 29,915 23,042 
Coyo Uprising GmbHCoyo Uprising GmbHTechnologyFirst Lien Senior Secured Term LoanEURIBOR + 3.25%, 6.3% Cash, 3.5% PIK9/219/284,548 4,723 4,478 0.4 %(3)(7)(8)(14)Coyo Uprising GmbHTechnologyFirst Lien Senior Secured Term LoanEURIBOR + 3.25%, 6.3% Cash, 3.5% PIK9/219/284,347 4,659 4,276 0.4 %(3)(7)(8)(11)(31)
Class A Units (440 units)N/A9/21N/A205 205 — %(3)(7)(34)
Class A Units
(440 units)
N/A9/21N/A205 201 — %(3)(7)(30)
Class B Units (191 units)N/A9/21N/A446 518 — %(3)(7)(34)
Class B Units
(191 units)
N/A9/21N/A446 538 — %(3)(7)(30)
4,548 5,374 5,201 4,347 5,310 5,015 
CSL DualComCSL DualComTele-communicationsFirst Lien Senior Secured Term LoanSONIA + 5.50%, 10.5% Cash9/209/272,046 1,909 2,041 0.2 %(3)(7)(8)(18)CSL DualComTele-communicationsFirst Lien Senior Secured Term LoanSONIA + 5.25%, 10.5% Cash9/209/271,964 1,911 1,964 0.2 %(3)(7)(8)(15)(31)
2,046 1,909 2,041 1,964 1,911 1,964 
CT Technologies Intermediate Holdings, Inc.CT Technologies Intermediate Holdings, Inc.HealthcareFirst Lien Senior Secured Term LoanSOFR + 4.25%, 9.5% Cash2/2212/254,912 4,905 4,557 0.4 %(8)(15)(33)CT Technologies Intermediate Holdings, Inc.HealthcareFirst Lien Senior Secured Term LoanSOFR + 4.25%, 9.7% Cash2/2212/254,899 4,892 4,675 0.4 %(8)(12)(29)
4,912 4,905 4,557 4,899 4,892 4,675 
CVL 3CVL 3Capital EquipmentFirst Lien Senior Secured Term LoanEURIBOR + 5.50%, 8.8% Cash12/2112/28927 940 914 0.1 %(3)(7)(8)(13)CVL 3Capital EquipmentFirst Lien Senior Secured Term LoanEURIBOR + 5.50%, 9.1% Cash12/2112/28900 941 900 0.1 %(3)(7)(8)(10)
First Lien Senior Secured Term LoanSOFR + 5.50%, 10.8% Cash12/2112/281,142 1,119 1,126 0.1 %(3)(7)(8)(16)First Lien Senior Secured Term LoanSOFR + 5.50%, 10.7% Cash12/2112/281,142 1,119 1,142 0.1 %(3)(7)(8)(13)
2,069 2,059 2,040 2,042 2,060 2,042 
CW Group Holdings, LLCCW Group Holdings, LLCHigh Tech IndustriesFirst Lien Senior Secured Term LoanSOFR + 6.00%, 11.4% Cash1/211/272,768 2,730 2,761 0.2 %(7)(8)(12)
LLC Units (161,290.32 units)N/A1/21N/A161 301 — %(7)(30)
2,768 2,891 3,062 
DataOnline Corp.DataOnline Corp.High Tech IndustriesFirst Lien Senior Secured Term LoanSOFR + 5.50%, 11.1% Cash2/2211/2514,438 14,437 14,293 1.2 %(7)(8)(13)(29)
RevolverSOFR + 5.50%, 11.1% Cash2/2211/252,143 2,143 2,121 0.2 %(7)(8)(13)(29)
16,581 16,580 16,414 
15

Barings BDC, Inc.
Unaudited Consolidated Schedule of Investments — (Continued)
JuneSeptember 30, 2023
(Amounts in thousands, except share amounts)
Portfolio Company(6)
Portfolio Company(6)
Industry
Investment Type (1) (2)
InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
Portfolio Company(6)
Industry
Investment Type (1) (2)
InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
CW Group Holdings, LLCHigh Tech IndustriesFirst Lien Senior Secured Term LoanLIBOR + 6.00%, 11.5% Cash1/211/27$2,775 $2,735 $2,763 0.2 %(7)(8)(10)
LLC Units (161,290.32 units)N/A1/21N/A161 293 — %(7)(34)
2,775 2,896 3,056 
DataOnline Corp.High Tech IndustriesFirst Lien Senior Secured Term LoanLIBOR + 5.50%, 10.9% Cash2/2211/2514,475 14,475 14,330 1.2 %(7)(8)(10)(33)
RevolverLIBOR + 5.50%, 10.9% Cash2/2211/252,143 2,143 2,121 0.2 %(7)(8)(10)(33)
16,618 16,618 16,451 
DataServ Integrations, LLCDataServ Integrations, LLCTechnologyFirst Lien Senior Secured Term LoanSOFR + 5.50%, 10.6% Cash11/2211/281,909 1,869 1,875 0.2 %(7)(8)(16)DataServ Integrations, LLCTechnologyFirst Lien Senior Secured Term LoanSOFR + 6.00%, 11.4% Cash11/2211/28$1,904 $1,866 $1,874 0.2 %(7)(8)(13)
RevolverSOFR + 5.50%, 10.6% Cash11/2211/28— (9)(8)— %(7)(8)(16)RevolverSOFR + 6.00%, 11.4% Cash11/2211/28— (9)(8)— %(7)(8)(13)(31)
Partnership Units (96,153.85 units)N/A11/22N/A96 96 — %(7)(34)Partnership Units (96,153.85 units)N/A11/22N/A96 96 — %(7)(30)
1,909 1,956 1,963 1,904 1,953 1,962 
DecksDirect, LLCDecksDirect, LLCBuilding MaterialsFirst Lien Senior Secured Term LoanSOFR + 6.00%, 11.2% Cash12/2112/26638 628 631 0.1 %(7)(8)(15)DecksDirect, LLCBuilding MaterialsFirst Lien Senior Secured Term LoanSOFR + 6.25%, 11.7% Cash12/2112/261,151 1,130 1,122 0.1 %(7)(8)(12)
RevolverSOFR + 6.00%, 11.2% Cash12/2112/26— (3)(2)— %(7)(8)(15)RevolverSOFR + 6.25%, 11.7% Cash12/2112/26— (7)(10)— %(7)(8)(12)(31)
Common Stock (1,280.8 shares)N/A12/21N/A55 52 — %(7)(34)Common Stock (1,280.8 shares)N/A12/21N/A55 41 — %(7)(30)
638 680 681 1,151 1,178 1,153 
DISA Holdings Corp.DISA Holdings Corp.Other IndustrialFirst Lien Senior Secured Term LoanSOFR + 5.50%, 10.7% Cash11/229/285,757 5,565 5,672 0.5 %(7)(8)(15)DISA Holdings Corp.Other IndustrialFirst Lien Senior Secured Term LoanSOFR + 5.50%, 10.8% Cash11/229/285,743 5,559 5,743 0.5 %(7)(8)(12)(31)
RevolverSOFR + 5.50%, 10.7% Cash11/229/28— (12)(5)— %(7)(8)(15)RevolverSOFR + 5.50%, 10.8% Cash11/229/2864 53 64 — %(7)(8)(12)(31)
5,757 5,553 5,667 5,807 5,612 5,807 
Distinct Holdings, Inc.Distinct Holdings, Inc.Systems SoftwareFirst Lien Senior Secured Term LoanSOFR + 6.50%, 11.6% Cash4/199/246,721 6,712 6,392 0.5 %(7)(8)(16)Distinct Holdings, Inc.Systems SoftwareFirst Lien Senior Secured Term LoanSOFR + 6.50%, 12.0% Cash4/199/246,748 6,743 6,599 0.6 %(7)(8)(13)
6,721 6,712 6,392 6,748 6,743 6,599 
Dragon BidcoDragon BidcoTechnologyFirst Lien Senior Secured Term LoanEURIBOR + 6.25%, 9.2% Cash4/214/282,728 2,824 2,689 0.2 %(3)(7)(8)(14)Dragon BidcoTechnologyFirst Lien Senior Secured Term LoanEURIBOR + 6.25%, 10.2% Cash4/214/282,647 2,826 2,615 0.2 %(3)(7)(8)(11)
2,728 2,824 2,689 2,647 2,826 2,615 
DreamStart Bidco SAS (d/b/a SmartTrade)DreamStart Bidco SAS (d/b/a SmartTrade)Diversified Financial ServicesFirst Lien Senior Secured Term LoanEURIBOR + 6.00%, 9.3% Cash3/203/272,320 2,319 2,320 0.2 %(3)(7)(8)(14)DreamStart Bidco SAS (d/b/a SmartTrade)Diversified Financial ServicesFirst Lien Senior Secured Term LoanEURIBOR + 5.50%, 9.5% Cash3/203/272,252 2,321 2,252 0.2 %(3)(7)(8)(10)
2,320 2,319 2,320 2,252 2,321 2,252 
Dryden 43 Senior Loan Fund, Series 2016-43ADryden 43 Senior Loan Fund, Series 2016-43AMulti-Sector HoldingsSubordinated Structured NotesResidual Interest, current yield 9.0%2/224/343,620 2,225 1,731 0.1 %(3)(33)Dryden 43 Senior Loan Fund, Series 2016-43AMulti-Sector HoldingsSubordinated Structured NotesResidual Interest, current yield 8.7%2/224/343,620 2,138 1,672 0.1 %(3)(29)
3,620 2,225 1,731 3,620 2,138 1,672 
Dryden 49 Senior Loan Fund, Series 2017-49ADryden 49 Senior Loan Fund, Series 2017-49AMulti-Sector HoldingsSubordinated Structured NotesResidual Interest, current yield 9.5%2/227/3017,233 5,971 3,157 0.3 %(3)(33)Dryden 49 Senior Loan Fund, Series 2017-49AMulti-Sector HoldingsSubordinated Structured NotesResidual Interest, current yield 4.8%2/227/3017,233 5,338 2,764 0.2 %(3)(29)
17,233 5,971 3,157 17,233 5,338 2,764 
Dune GroupDune GroupHealth Care EquipmentFirst Lien Senior Secured Term LoanEURIBOR + 6.00%, 9.6% Cash9/219/28126 110 102 — %(3)(7)(8)(13)Dune GroupHealth Care EquipmentFirst Lien Senior Secured Term LoanEURIBOR + 6.00%, 10.0% Cash9/219/28122 115 98 — %(3)(7)(8)(10)(31)
First Lien Senior Secured Term LoanLIBOR + 6.00%, 11.5% Cash9/219/281,230 1,213 1,192 0.1 %(3)(7)(8)(10)First Lien Senior Secured Term LoanSOFR + 6.00%, 11.3% Cash9/219/281,434 1,418 1,370 0.1 %(3)(7)(8)(13)
1,356 1,323 1,294 1,556 1,533 1,468 
Dunlipharder B.V.Dunlipharder B.V.TechnologyFirst Lien Senior Secured Term LoanSOFR + 6.50%, 11.5% Cash6/226/281,000 987 990 0.1 %(3)(7)(8)(16)Dunlipharder B.V.TechnologyFirst Lien Senior Secured Term LoanSOFR + 6.10%, 11.5% Cash6/226/281,000 988 992 0.1 %(3)(7)(8)(13)
1,000 987 990 1,000 988 992 
Dwyer Instruments, Inc.Dwyer Instruments, Inc.ElectricFirst Lien Senior Secured Term LoanSOFR + 5.75%, 11.1% Cash7/217/2714,673 14,358 14,408 1.2 %(7)(8)(16)Dwyer Instruments, Inc.ElectricFirst Lien Senior Secured Term LoanSOFR + 5.75%, 11.2% Cash7/217/279,634 9,413 9,457 0.8 %(7)(8)(13)(31)
14,673 14,358 14,408 9,634 9,413 9,457 
Echo Global Logistics, Inc.Echo Global Logistics, Inc.Air TransportationSecond Lien Senior Secured Term LoanSOFR + 8.00%, 13.4% Cash11/2111/299,469 9,332 9,261 0.8 %(7)(8)(12)
Partnership Equity (530.92 units)N/A11/21N/A531 576 — %(7)(30)
9,469 9,863 9,837 
EFC InternationalEFC InternationalAutomotiveSenior Unsecured Term Loan11.0% Cash, 2.5% PIK3/235/28776 754 757 0.1 %(7)
Common Stock (163.83 shares)N/A3/23N/A231 264 — %(7)(30)
776 985 1,021 
16

Barings BDC, Inc.
Unaudited Consolidated Schedule of Investments — (Continued)
JuneSeptember 30, 2023
(Amounts in thousands, except share amounts)
Portfolio Company(6)
Portfolio Company(6)
Industry
Investment Type (1) (2)
InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
Portfolio Company(6)
Industry
Investment Type (1) (2)
InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
Echo Global Logistics, Inc.Air TransportationSecond Lien Senior Secured Term LoanLIBOR + 7.00%, 12.2% Cash11/2111/29$9,469 $9,328 $9,005 0.7 %(7)(8)(9)
Partnership Equity (530.92 units)N/A11/21N/A531 632 0.1 %(7)(34)
9,469 9,859 9,637 
EFC InternationalAutomotiveSenior Unsecured Term Loan11.0% Cash, 2.5% PIK3/235/28776 753 755 0.1 %(7)
Common Stock (163.83 shares)N/A3/23N/A231 241 — %(7)(34)
776 984 996 
Ellkay, LLCEllkay, LLCHealthcare and PharmaceuticalsFirst Lien Senior Secured Term LoanLIBOR + 6.25%, 11.5% Cash9/219/274,913 4,839 4,520 0.4 %(7)(8)(10)Ellkay, LLCHealthcare and PharmaceuticalsFirst Lien Senior Secured Term LoanSOFR + 6.25%, 11.8% Cash9/219/27$4,900 $4,831 $4,572 0.4 %(7)(8)(13)
4,913 4,839 4,520 4,900 4,831 4,572 
EMI Porta Holdco LLCEMI Porta Holdco LLCDiversified ManufacturingFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 11.1% Cash12/2112/2712,536 12,198 10,334 0.9 %(7)(8)(10)EMI Porta Holdco LLCDiversified ManufacturingFirst Lien Senior Secured Term LoanSOFR + 5.75%, 11.5% Cash12/2112/2712,566 12,243 10,623 0.9 %(7)(8)(14)(31)
RevolverLIBOR + 5.75%, 11.1% Cash12/2112/271,940 1,896 1,640 0.1 %(7)(8)(10)RevolverSOFR + 5.75%, 11.5% Cash12/2112/272,260 2,219 1,996 0.2 %(7)(8)(14)(31)
14,476 14,094 11,974 14,826 14,462 12,619 
Entact Environmental Services, Inc.Entact Environmental Services, Inc.Environmental IndustriesFirst Lien Senior Secured Term LoanLIBOR + 5.50%, 10.6% Cash2/2112/255,481 5,451 5,481 0.5 %(7)(8)(10)Entact Environmental Services, Inc.Environmental IndustriesFirst Lien Senior Secured Term LoanSOFR + 5.50%, 11.0% Cash2/2112/257,257 7,194 7,111 0.6 %(7)(8)(13)
5,481 5,451 5,481 7,257 7,194 7,111 
EPS NASS Parent, Inc.EPS NASS Parent, Inc.Electrical Components & EquipmentFirst Lien Senior Secured Term LoanSOFR + 5.75%, 11.1% Cash4/214/286,049 5,960 5,728 0.5 %(7)(8)(16)EPS NASS Parent, Inc.Electrical Components & EquipmentFirst Lien Senior Secured Term LoanSOFR + 5.75%, 11.3% Cash4/214/286,033 5,947 5,858 0.5 %(7)(8)(13)
6,049 5,960 5,728 6,033 5,947 5,858 
eShipping, LLCeShipping, LLCTransportation ServicesFirst Lien Senior Secured Term LoanSOFR + 5.00%, 10.2% Cash11/2111/272,873 2,805 2,873 0.2 %(7)(8)(15)eShipping, LLCTransportation ServicesFirst Lien Senior Secured Term LoanSOFR + 5.00%, 10.3% Cash11/2111/273,475 3,413 3,475 0.3 %(7)(8)(12)(31)
RevolverSOFR + 5.00%, 10.2% Cash11/2111/27— (22)— — %(7)(8)(15)RevolverSOFR + 5.00%, 10.3% Cash11/2111/27— (20)— — %(7)(8)(12)(31)
2,873 2,783 2,873 3,475 3,393 3,475 
Eurofins Digital Testing International LUX Holding SARLEurofins Digital Testing International LUX Holding SARLTechnologyFirst Lien Senior Secured Term LoanEURIBOR + 7.00%, 10.5% Cash12/2212/291,513 1,353 1,332 0.1 %(3)(7)(8)(13)Eurofins Digital Testing International LUX Holding SARLTechnologyFirst Lien Senior Secured Term LoanEURIBOR + 4.50%, 8.0% Cash, 2.8% PIK12/2212/291,492 1,386 1,126 0.1 %(3)(7)(8)(10)(31)
First Lien Senior Secured Term LoanSOFR + 7.00%, 12.5% Cash12/2212/29766 746 737 0.1 %(3)(7)(8)(16)First Lien Senior Secured Term LoanSOFR + 4.50%, 9.9% Cash, 2.8% PIK12/2212/29783 763 721 0.1 %(3)(7)(8)(13)
First Lien Senior Secured Term LoanSONIA + 7.00%, 11.5% Cash12/2212/292,294 2,161 2,207 0.2 %(3)(7)(8)(19)First Lien Senior Secured Term LoanSONIA + 4.50%, 9.5% Cash, 2.8% PIK12/2212/292,246 2,207 2,069 0.2 %(3)(7)(8)(16)
Senior Subordinated Term Loan11.5% PIK12/2212/29579 546 550 — %(3)(7)Senior Subordinated Term Loan11.5% PIK12/2212/29583 568 531 — %(3)(7)
5,152 4,806 4,826 5,104 4,924 4,447 
Events Software BidCo Pty LtdEvents Software BidCo Pty LtdTechnologyFirst Lien Senior Secured Term LoanBBSY + 6.50%, 10.3% Cash3/223/281,705 1,859 1,461 0.1 %(3)(7)(8)(23)Events Software BidCo Pty LtdTechnologyFirst Lien Senior Secured Term LoanBBSY + 6.50%, 10.8% Cash3/223/281,654 1,862 1,467 0.1 %(3)(7)(8)(20)(31)
1,705 1,859 1,461 First Lien Senior Secured Term LoanBBSY + 6.50%, 10.8% Cash3/229/2421 21 19 — %(3)(7)(8)(20)
Events Software BidCo Pty Ltd1,675 1,883 1,486 
Express Wash Acquisition Company, LLCConsumer CyclicalFirst Lien Senior Secured Term LoanSOFR + 6.50%, 11.7% Cash7/227/287,191 7,067 6,731 0.6 %(7)(8)(16)Express Wash Acquisition Company, LLCConsumer CyclicalFirst Lien Senior Secured Term LoanSOFR + 6.50%, 12.0% Cash7/227/286,404 6,298 6,321 0.5 %(7)(8)(13)
Express Wash Acquisition Company, LLCRevolverSOFR + 6.50%, 11.7% Cash7/227/28141 137 125 — %(7)(8)(16)RevolverSOFR + 6.50%, 12.0% Cash7/227/28141 137 138 — %(7)(8)(13)(31)
7,332 7,204 6,856 6,545 6,435 6,459 
F24 (Stairway BidCo Gmbh)F24 (Stairway BidCo Gmbh)Software ServicesFirst Lien Senior Secured Term LoanEURIBOR + 6.75%, 10.1% Cash8/208/271,712 1,816 1,670 0.1 %(3)(7)(8)(13)F24 (Stairway BidCo Gmbh)Software ServicesFirst Lien Senior Secured Term LoanEURIBOR + 6.50%, 10.3% Cash8/208/271,886 2,069 1,849 0.2 %(3)(7)(8)(10)
1,712 1,816 1,670 1,886 2,069 1,849 
FaradayFaradayHealthcareFirst Lien Senior Secured Term LoanEURIBOR + 6.25%, 9.8% Cash1/231/301,662 1,587 1,599 0.1 %(3)(7)(8)(13)FaradayHealthcareFirst Lien Senior Secured Term LoanEURIBOR + 6.50%, 10.2% Cash1/231/301,613 1,589 1,558 0.1 %(3)(7)(8)(10)(31)
1,662 1,587 1,599 1,613 1,589 1,558 
Ferrellgas L.P.Ferrellgas L.P.Oil & Gas Equipment & ServicesOpco Preferred Units (2,886 units)N/A3/21N/A2,799 2,597 0.2 %(7)Ferrellgas L.P.Oil & Gas Equipment & ServicesOpco Preferred Units (2,886 units)N/A3/21N/A2,799 2,597 0.2 %(7)
2,799 2,597 2,799 2,597 
Fineline Technologies, Inc.Fineline Technologies, Inc.Consumer ServicesFirst Lien Senior Secured Term LoanSOFR + 4.75%, 10.3% Cash2/212/281,283 1,268 1,266 0.1 %(7)(8)(16)Fineline Technologies, Inc.Consumer ServicesFirst Lien Senior Secured Term LoanSOFR + 4.75%, 10.1% Cash2/212/281,283 1,269 1,280 0.1 %(7)(8)(13)
1,283 1,268 1,266 1,283 1,269 1,280 
FinexvetFinexvetConsumer CyclicalFirst Lien Senior Secured Term LoanEURIBOR + 5.50%, 9.6% Cash3/223/294,167 4,161 4,042 0.3 %(3)(7)(8)(11)(31)
4,167 4,161 4,042 
17

Barings BDC, Inc.
Unaudited Consolidated Schedule of Investments — (Continued)
JuneSeptember 30, 2023
(Amounts in thousands, except share amounts)
Portfolio Company(6)
Portfolio Company(6)
Industry
Investment Type (1) (2)
InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
Portfolio Company(6)
Industry
Investment Type (1) (2)
InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
FinexvetConsumer CyclicalFirst Lien Senior Secured Term LoanEURIBOR + 6.50%, 9.8% Cash3/223/29$4,295 $4,157 $4,154 0.3 %(3)(7)(8)(14)
4,295 4,157 4,154 
FinThrive Software Intermediate Holdings Inc.FinThrive Software Intermediate Holdings Inc.Business Equipment & ServicesPreferred Stock (6,582.7 shares)11.0% PIK3/22N/A8,338 6,494 0.5 %(7)FinThrive Software Intermediate Holdings Inc.Business Equipment & ServicesPreferred Stock (6,582.7 shares)11.0% PIK3/22N/A$8,338 $6,589 0.5 %(7)
8,338 6,494 8,338 6,589 
FitzMark Buyer, LLCFitzMark Buyer, LLCCargo & TransportationFirst Lien Senior Secured Term LoanLIBOR + 4.50%, 10.1% Cash12/2012/264,194 4,142 4,151 0.3 %(7)(8)(10)FitzMark Buyer, LLCCargo & TransportationFirst Lien Senior Secured Term LoanSOFR + 4.50%, 10.1% Cash12/2012/26$4,183 4,135 4,147 0.3 %(7)(8)(13)
4,194 4,142 4,151 4,183 4,135 4,147 
Five Star Holding LLCFive Star Holding LLCPackagingSecond Lien Senior Secured Term LoanSOFR + 7.25%, 12.5% Cash5/225/3013,692 13,447 13,523 1.1 %(7)(8)(16)Five Star Holding LLCPackagingSecond Lien Senior Secured Term LoanSOFR + 7.25%, 12.8% Cash5/225/3013,692 13,454 13,555 1.1 %(7)(8)(13)
LLC Units (966.99 units)N/A5/22N/A967 1,075 0.1 %(7)(34)
LLC Units
(966.99 units)
N/A5/22N/A967 1,097 0.1 %(7)(30)
13,692 14,414 14,598 13,692 14,421 14,652 
Flexential Issuer, LLCFlexential Issuer, LLCInformation TechnologyStructured Secured Note - Class C6.9% Cash11/2111/5116,000 14,850 13,600 1.1 %Flexential Issuer, LLCInformation TechnologyStructured Secured Note - Class C6.9% Cash11/2111/5116,000 14,856 13,522 1.1 %
16,000 14,850 13,600 16,000 14,856 13,522 
Flywheel Re Segregated Portfolio 2022-4Flywheel Re Segregated Portfolio 2022-4Investment FundsPreferred Stock (1,921,648 shares)N/A8/22N/A2,828 2,938 0.2 %(3)(7)(34)Flywheel Re Segregated Portfolio 2022-4Investment FundsPreferred Stock (2,828,286 shares)N/A8/22N/A2,828 3,026 0.3 %(3)(7)(30)
2,828 2,938 2,828 3,026 
Footco 40 LimitedFootco 40 LimitedMedia & EntertainmentFirst Lien Senior Secured Term LoanSONIA + 5.75%, 11.2% Cash4/224/291,804 1,795 1,739 0.1 %(3)(7)(8)(19)Footco 40 LimitedMedia & EntertainmentFirst Lien Senior Secured Term LoanSONIA + 6.75%, 11.9% Cash4/224/291,781 1,847 1,726 0.1 %(3)(7)(8)(16)(31)
1,804 1,795 1,739 1,781 1,847 1,726 
Fortis Payment Systems, LLCFortis Payment Systems, LLCOther FinancialFirst Lien Senior Secured Term LoanSOFR + 5.25%, 10.6% Cash10/222/261,907 1,860 1,872 0.2 %(7)(8)(15)Fortis Payment Systems, LLCOther FinancialFirst Lien Senior Secured Term LoanSOFR + 5.25%, 10.6% Cash10/222/262,272 2,230 2,262 0.2 %(7)(8)(13)(31)
1,907 1,860 1,872 2,272 2,230 2,262 
FragilePak LLCFragilePak LLCTransportation ServicesFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 11.4% Cash5/215/274,614 4,526 4,614 0.4 %(7)(8)(10)FragilePak LLCTransportation ServicesFirst Lien Senior Secured Term LoanSOFR + 5.75%, 11.4% Cash5/215/274,602 4,519 4,584 0.4 %(7)(8)(13)
Partnership Units (937.5 units)N/A5/21N/A938 1,132 0.1 %(7)(34)Partnership Units (937.5 units)N/A5/21N/A938 871 0.1 %(7)(30)
4,614 5,464 5,746 4,602 5,457 5,455 
Front Line Power Construction LLCFront Line Power Construction LLCConstruction MachineryFirst Lien Senior Secured Term LoanLIBOR + 12.50%, 18.0% Cash11/2111/284,391 4,085 4,607 0.4 %(7)(8)(10)Front Line Power Construction LLCConstruction MachinerySuper Senior Secured Term Loan10.0% Cash11/2111/23190 190 190 — %(7)(31)
Common Stock (20,000 shares)N/A4/23N/A370 43 — %(34)First Lien Senior Secured Term LoanSOFR + 12.50%, 18.1% Cash11/2111/284,391 4,095 4,339 0.4 %(7)(8)(13)
4,391 4,455 4,650 Common Stock (20,000 shares)N/A11/21N/A370 — %(30)
Front Line Power Construction LLC4,581 4,655 4,532 
FSS Buyer LLCTechnologyFirst Lien Senior Secured Term LoanSOFR + 5.75%, 11.0% Cash8/218/284,814 4,739 4,776 0.4 %(7)(8)(15)FSS Buyer LLCTechnologyFirst Lien Senior Secured Term LoanSOFR + 5.75%, 11.2% Cash8/218/284,801 4,730 4,772 0.4 %(7)(8)(13)
LP Interest (1,160.9 units)N/A8/21N/A12 17 — %(7)(34)
LP Interest
(1,160.9 units)
N/A8/21N/A12 14 — %(7)(30)
FSS Buyer LLCLP Units (5,104.3 units)N/A8/21N/A51 73 — %(7)(34)
LP Units
 (5,104.3 units)
N/A8/21N/A51 63 — %(7)(30)
4,814 4,802 4,866 4,801 4,793 4,849 
GB Eagle Buyer, Inc.Capital GoodsFirst Lien Senior Secured Term LoanSOFR + 6.50%, 11.8% Cash12/2212/2816,690 16,225 16,258 1.3 %(7)(8)(16)GB Eagle Buyer, Inc.Capital GoodsFirst Lien Senior Secured Term LoanSOFR + 6.50%, 11.9% Cash12/2212/2810,648 10,359 10,399 0.9 %(7)(8)(13)
GB Eagle Buyer, Inc.RevolverSOFR + 6.50%, 11.8% Cash12/2212/28— (70)(67)— %(7)(8)(16)RevolverSOFR + 6.50%, 11.9% Cash12/2212/28— (67)(60)— %(7)(8)(13)(31)
Partnership Units (687 units)N/A12/22N/A687 633 0.1 %(7)(34)Partnership Units (687 units)N/A12/22N/A— 687 633 0.1 %(7)(30)
16,690 16,842 16,824 10,648 10,979 10,972 
Global Academic Group LimitedGlobal Academic Group LimitedIndustrial OtherFirst Lien Senior Secured Term LoanBBSY + 6.00%, 9.7% Cash7/227/272,456 2,509 2,402 0.2 %(3)(7)(8)(22)Global Academic Group LimitedIndustrial OtherFirst Lien Senior Secured Term LoanBBSY + 6.00%, 10.2% Cash7/227/272,416 2,547 2,372 0.2 %(3)(7)(8)(19)
First Lien Senior Secured Term LoanBKBM + 6.00%, 11.6% Cash7/227/274,228 4,215 4,126 0.3 %(3)(7)(8)(27)First Lien Senior Secured Term LoanBKBM + 6.00%, 11.7% Cash7/227/274,147 4,222 4,065 0.3 %(3)(7)(8)(24)(31)
6,684 6,724 6,528 6,563 6,769 6,437 
GPNZ II GmbHGPNZ II GmbHHealthcareFirst Lien Senior Secured Term LoanEURIBOR + 6.00%, 9.4% Cash6/226/29469 445 334 — %(3)(7)(8)(12)GPNZ II GmbHHealthcareFirst Lien Senior Secured Term LoanEURIBOR + 6.00%, 9.9% Cash6/226/29456 445 325 — %(3)(7)(8)(9)
469 445 334 First Lien Senior Secured Term Loan10.0% PIK6/226/2934 35 34 — %(3)(7)(31)
GPNZ II GmbHCommon Stock (5,785 shares)N/A9/23N/A— — — %(3)(7)(30)
490 480 359 
18

Barings BDC, Inc.
Unaudited Consolidated Schedule of Investments — (Continued)
JuneSeptember 30, 2023
(Amounts in thousands, except share amounts)
Portfolio Company(6)
Portfolio Company(6)
Industry
Investment Type (1) (2)
InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
Portfolio Company(6)
Industry
Investment Type (1) (2)
InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
Greenhill II BVGreenhill II BVTechnologyFirst Lien Senior Secured Term LoanEURIBOR + 5.50%, 8.7% Cash7/227/29$897 $813 $878 0.1 %(3)(7)(8)(13)Greenhill II BVTechnologyFirst Lien Senior Secured Term LoanEURIBOR + 5.50%, 9.2% Cash7/227/29$871 $814 $854 0.1 %(3)(7)(8)(10)(31)
897 813 878 871 814 854 
Groupe Product LifeGroupe Product LifeConsumer
Non-cyclical
First Lien Senior Secured Term LoanEURIBOR + 6.25%, 10.1% Cash10/2210/291,089 1,005 1,056 0.1 %(3)(7)(8)(13)Groupe Product LifeConsumer
Non-cyclical
First Lien Senior Secured Term LoanEURIBOR + 6.50%, 10.5% Cash10/2210/291,057 1,005 1,039 0.1 %(3)(7)(8)(10)
1,089 1,005 1,056 1,057 1,005 1,039 
Gulf Finance, LLCGulf Finance, LLCOil & Gas Exploration & ProductionFirst Lien Senior Secured Term LoanSOFR + 6.75%, 12.0% Cash11/218/26819 790 794 0.1 %(8)(15)Gulf Finance, LLCOil & Gas Exploration & ProductionFirst Lien Senior Secured Term LoanSOFR + 6.75%, 12.4% Cash11/218/26819 792 820 0.1 %(8)(12)
819 790 794 819 792 820 
Gusto Aus BidCo Pty Ltd.Gusto Aus BidCo Pty Ltd.Consumer
Non-Cyclical
First Lien Senior Secured Term LoanBBSY + 6.50%, 10.6% Cash10/2210/282,168 2,021 2,112 0.2 %(3)(7)(8)(23)Gusto Aus BidCo Pty Ltd.Consumer
Non-Cyclical
First Lien Senior Secured Term LoanBBSY + 6.50%, 10.7% Cash10/2210/282,102 2,023 2,054 0.2 %(3)(7)(8)(19)(31)
2,168 2,021 2,112 2,102 2,023 2,054 
HeartHealth Bidco Pty LtdHeartHealth Bidco Pty LtdHealthcareFirst Lien Senior Secured Term LoanBBSY + 4.75%, 9.2% Cash9/229/28615 571 592 — %(3)(7)(8)(22)HeartHealth Bidco Pty LtdHealthcareFirst Lien Senior Secured Term LoanBBSY + 4.75%, 8.9% Cash9/229/28604 580 585 — %(3)(7)(8)(19)(31)
615 571 592 604 580 585 
Heartland Veterinary Partners, LLCHeartland Veterinary Partners, LLCHealthcareSubordinated Term Loan11.0% PIK11/2111/231,586 1,563 1,378 0.1 %(7)Heartland Veterinary Partners, LLCHealthcareSubordinated Term Loan11.0% PIK11/2112/2812,192 11,999 10,681 0.9 %(7)
Subordinated Term Loan11.0% PIK11/2112/2810,237 10,059 8,896 0.7 %(7)
11,823 11,622 10,274 12,192 11,999 10,681 
Heartland, LLCHeartland, LLCBusiness ServicesFirst Lien Senior Secured Term LoanLIBOR + 4.75%, 10.3% Cash8/198/2513,862 13,806 13,727 1.1 %(7)(8)(10)Heartland, LLCBusiness ServicesFirst Lien Senior Secured Term LoanSOFR + 4.75%, 10.2% Cash8/198/2513,791 13,743 13,680 1.1 %(7)(8)(12)
13,862 13,806 13,727 13,791 13,743 13,680 
Heavy Construction Systems Specialists, LLCHeavy Construction Systems Specialists, LLCTechnologyFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 10.7% Cash11/2111/277,350 7,237 7,282 0.6 %(7)(8)(9)Heavy Construction Systems Specialists, LLCTechnologyFirst Lien Senior Secured Term LoanSOFR + 5.50%, 10.8% Cash11/2111/277,313 7,206 7,313 0.6 %(7)(8)(12)
RevolverLIBOR + 5.75%, 10.7% Cash11/2111/27— (39)(24)— %(7)(8)(9)RevolverSOFR + 5.50%, 10.8% Cash11/2111/27— (36)— — %(7)(8)(12)(31)
7,350 7,198 7,258 7,313 7,170 7,313 
Heilbron (f/k/a Sucsez (Bolt Bidco B.V.))Heilbron (f/k/a Sucsez (Bolt Bidco B.V.))InsuranceFirst Lien Senior Secured Term LoanEURIBOR + 5.00%, 8.5% Cash9/199/263,304 3,676 3,278 0.3 %(3)(7)(8)(13)Heilbron (f/k/a Sucsez (Bolt Bidco B.V.))InsuranceFirst Lien Senior Secured Term LoanEURIBOR + 5.00%, 8.9% Cash9/199/263,207 3,676 3,078 0.3 %(3)(7)(8)(11)
3,304 3,676 3,278 3,207 3,676 3,078 
HEKA InvestHEKA InvestTechnologyFirst Lien Senior Secured Term LoanEURIBOR + 6.50%, 10.1% Cash10/2210/295,110 4,469 4,991 0.4 %(3)(7)(8)(13)HEKA InvestTechnologyFirst Lien Senior Secured Term LoanEURIBOR + 6.50%, 10.5% Cash10/2210/294,959 4,474 4,860 0.4 %(3)(7)(8)(10)(31)
5,110 4,469 4,991 4,959 4,474 4,860 
HemaSource, Inc.HemaSource, Inc.HealthcareFirst Lien Senior Secured Term LoanSOFR + 6.00%, 11.4% Cash8/238/297,571 7,384 7,382 0.6 %(7)(8)(13)
RevolverSOFR + 6.00%, 11.4% Cash8/238/29— (44)(45)— %(7)(8)(13)(31)
Common Stock (101,080 shares)N/A8/23N/A101 101 — %(7)(30)
7,571 7,441 7,438 
Holland Acquisition Corp.Holland Acquisition Corp.Energy: Oil & GasFirst Lien Senior Secured Term LoanLIBOR + 9.00%2/225/243,754 — — — %(7)(8)(11)(31)(33)Holland Acquisition Corp.Energy: Oil & GasFirst Lien Senior Secured Term LoanSOFR + 9.00%2/225/243,754 — — — %(7)(8)(14)(27)(29)
3,754 — — 3,754 — — 
Home Care Assistance, LLCHome Care Assistance, LLCHealthcare & PharmaceuticalsFirst Lien Senior Secured Term LoanSOFR + 5.00%, 10.1% Cash3/213/273,770 3,720 3,457 0.3 %(7)(8)(16)Home Care Assistance, LLCHealthcare & PharmaceuticalsFirst Lien Senior Secured Term LoanSOFR + 5.00%, 10.5% Cash3/213/273,757 3,710 3,441 0.3 %(7)(8)(13)
3,770 3,720 3,457 3,757 3,710 3,441 
Honour Lane Logistics Holdings LimitedHonour Lane Logistics Holdings LimitedTransportation ServicesFirst Lien Senior Secured Term LoanSOFR + 4.85%, 10.1% Cash4/2211/286,667 6,498 6,460 0.5 %(3)(7)(8)(17)Honour Lane Logistics Holdings LimitedTransportation ServicesFirst Lien Senior Secured Term LoanSOFR + 4.85%, 10.4% Cash4/2211/286,667 6,505 6,407 0.5 %(3)(7)(8)(14)
6,667 6,498 6,460 6,667 6,505 6,407 
HTI Technology & IndustriesHTI Technology & IndustriesElectronic Component ManufacturingFirst Lien Senior Secured Term LoanSOFR + 8.50%, 13.6% Cash7/227/2511,480 11,336 11,480 1.0 %(7)(8)(17)HTI Technology & IndustriesElectronic Component ManufacturingFirst Lien Senior Secured Term LoanSOFR + 8.50%, 14.0% Cash7/227/2511,475 11,347 11,475 1.0 %(7)(8)(13)(31)
RevolverSOFR + 8.50%, 13.6% Cash7/227/25— (14)— — %(7)(8)(17)RevolverSOFR + 8.50%, 14.0% Cash7/227/25— (12)— — %(7)(8)(13)(31)
11,480 11,322 11,480 11,475 11,335 11,475 
HW Holdco, LLC (Hanley Wood LLC)HW Holdco, LLC (Hanley Wood LLC)AdvertisingFirst Lien Senior Secured Term LoanSOFR + 5.75%, 10.9% Cash12/1812/245,867 5,807 5,767 0.5 %(7)(8)(15)HW Holdco, LLC (Hanley Wood LLC)AdvertisingFirst Lien Senior Secured Term LoanSOFR + 6.25%, 11.7% Cash12/1812/2411,197 11,116 10,906 0.9 %(7)(8)(13)
First Lien Senior Secured Term LoanSOFR + 5.75%, 11.0% Cash12/1812/245,330 5,292 5,239 0.4 %(7)(8)(15)
11,197 11,099 11,006 11,197 11,116 10,906 
Hygie 31 HoldingHygie 31 HoldingPharma-ceuticalsFirst Lien Senior Secured Term LoanEURIBOR + 6.25%, 9.5% Cash9/229/291,746 1,501 1,710 0.1 %(3)(7)(8)(14)Hygie 31 HoldingPharma-ceuticalsFirst Lien Senior Secured Term LoanEURIBOR + 6.25%, 10.4% Cash9/229/291,694 1,502 1,663 0.1 %(3)(7)(8)(11)
1,746 1,501 1,710 1,694 1,502 1,663 
19

Barings BDC, Inc.
Unaudited Consolidated Schedule of Investments — (Continued)
JuneSeptember 30, 2023
(Amounts in thousands, except share amounts)
Portfolio Company(6)
Portfolio Company(6)
Industry
Investment Type (1) (2)
InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
Portfolio Company(6)
Industry
Investment Type (1) (2)
InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
IM Analytics Holding, LLC (d/b/a NVT)IM Analytics Holding, LLC (d/b/a NVT)Electronic Instruments & ComponentsFirst Lien Senior Secured Term LoanLIBOR + 6.50%, 11.9% Cash11/1911/23$3,379 $3,375 $3,354 0.3 %(7)(8)(9)IM Analytics Holding, LLC (d/b/a NVT)Electronic Instruments & ComponentsFirst Lien Senior Secured Term LoanSOFR + 6.50%, 12.1% Cash11/1911/23$3,379 $3,378 $3,328 0.3 %(7)(8)(14)
Warrants (68,950 units)N/A11/1911/26— — — %(7)(34)
Warrants
(68,950 units)
N/A11/1911/26— — — %(7)(30)
3,379 3,375 3,354 3,379 3,378 3,328 
IM SquareIM SquareBanking, Finance, Insurance & Real EstateFirst Lien Senior Secured Term LoanEURIBOR + 5.25%, 9.1% Cash5/214/282,728 2,942 2,667 0.2 %(3)(7)(8)(13)IM SquareBanking, Finance, Insurance & Real EstateFirst Lien Senior Secured Term LoanEURIBOR + 5.50%, 9.5% Cash5/214/282,647 2,945 2,594 0.2 %(3)(7)(8)(10)
2,728 2,942 2,667 2,647 2,945 2,594 
Infoniqa Holdings GmbHInfoniqa Holdings GmbHTechnologyFirst Lien Senior Secured Term LoanEURIBOR + 4.75%, 8.0% Cash11/2111/282,867 2,907 2,830 0.2 %(3)(7)(8)(14)Infoniqa Holdings GmbHTechnologyFirst Lien Senior Secured Term LoanEURIBOR + 4.75%, 8.7% Cash11/2111/282,782 2,909 2,753 0.2 %(3)(7)(8)(11)
2,867 2,907 2,830 2,782 2,909 2,753 
Innovad Group II BVInnovad Group II BVBeverage, Food & TobaccoFirst Lien Senior Secured Term LoanEURIBOR + 6.50%, 10.4% Cash4/214/286,462 6,824 6,200 0.5 %(3)(7)(8)(14)Innovad Group II BVBeverage, Food & TobaccoFirst Lien Senior Secured Term LoanEURIBOR + 6.50%, 10.4% Cash4/214/286,272 6,829 5,912 0.5 %(3)(7)(8)(11)(31)
First Lien Senior Secured Term LoanSARON + 6.50%, 8.2% Cash5/234/281,025 1,019 985 0.1 %(3)(7)(8)(28)First Lien Senior Secured Term LoanSARON + 6.50%, 8.2% Cash5/234/281,002 1,019 947 0.1 %(3)(7)(8)(25)
7,487 7,843 7,185 7,274 7,848 6,859 
Innovative XCessories & Services, LLCInnovative XCessories & Services, LLCAutomotiveFirst Lien Senior Secured Term LoanSOFR + 4.25%, 9.5% Cash2/223/272,908 2,854 2,524 0.2 %(8)(17)(33)Innovative XCessories & Services, LLCAutomotiveFirst Lien Senior Secured Term LoanSOFR + 4.25%, 9.9% Cash2/223/272,900 2,847 2,353 0.2 %(8)(14)(29)
2,908 2,854 2,524 2,900 2,847 2,353 
INOS 19-090 GmbHINOS 19-090 GmbHAerospace & DefenseFirst Lien Senior Secured Term LoanEURIBOR + 5.62%, 9.2% Cash12/2012/275,057 5,526 5,057 0.4 %(3)(7)(8)(13)INOS 19-090 GmbHAerospace & DefenseFirst Lien Senior Secured Term LoanEURIBOR + 5.37%, 9.3% Cash12/2012/275,474 6,122 5,474 0.5 %(3)(7)(8)(10)(31)
5,057 5,526 5,057 5,474 6,122 5,474 
Interstellar Group B.V.Interstellar Group B.V.TechnologyFirst Lien Senior Secured Term LoanEURIBOR + 5.50%, 9.1% Cash8/228/29956 866 931 0.1 %(3)(7)(8)(13)Interstellar Group B.V.TechnologyFirst Lien Senior Secured Term LoanEURIBOR + 5.50%, 9.4% Cash8/228/291,472 1,429 1,450 0.1 %(3)(7)(8)(10)(31)
956 866 931 1,472 1,429 1,450 
Iqor US Inc.Iqor US Inc.Services: BusinessFirst Lien Senior Secured Term LoanLIBOR + 7.50%, 12.7% Cash2/2211/242,669 2,697 2,633 0.2 %(8)(9)(33)Iqor US Inc.Services: BusinessFirst Lien Senior Secured Term LoanSOFR + 7.50%, 12.9% Cash2/2211/242,669 2,697 2,624 0.2 %(8)(12)(29)
2,669 2,697 2,633 2,669 2,697 2,624 
Isagenix International, LLCIsagenix International, LLCWholesaleFirst Lien Senior Secured Term LoanSOFR + 4.50%, 9.4% Cash4/234/28801 488 681 0.1 %(7)(8)(16)(33)Isagenix International, LLCWholesaleFirst Lien Senior Secured Term LoanSOFR + 5.60%, 10.6% Cash4/234/28818 515 707 0.1 %(8)(13)(29)
Common Stock (58,538 shares)N/A4/23N/A— — — %(7)(34)Common Stock (58,538 shares)N/A4/23N/A— — — %(7)(30)
801 488 681 818 515 707 
Isolstar Holding NV (IPCOM)Isolstar Holding NV (IPCOM)Trading Companies & DistributorsFirst Lien Senior Secured Term LoanEURIBOR + 6.50%, 9.6% Cash10/2210/294,685 4,052 4,581 0.4 %(3)(7)(8)(13)Isolstar Holding NV (IPCOM)Trading Companies & DistributorsFirst Lien Senior Secured Term LoanEURIBOR + 6.50%, 10.2% Cash10/2210/294,546 4,057 4,458 0.4 %(3)(7)(8)(10)(31)
4,685 4,052 4,581 4,546 4,057 4,458 
ITI Intermodal, Inc.ITI Intermodal, Inc.Transportation ServicesFirst Lien Senior Secured Term LoanSOFR + 6.50%, 11.7% Cash12/2112/2713,096 12,731 12,734 1.1 %(7)(8)(16)ITI Intermodal, Inc.Transportation ServicesFirst Lien Senior Secured Term LoanSOFR + 6.50%, 11.9% Cash12/2112/2713,076 12,729 12,842 1.1 %(7)(8)(13)
RevolverSOFR + 6.50%, 11.7% Cash12/2112/2725 (9)(13)— %(7)(8)(16)RevolverSOFR + 6.50%, 11.9% Cash12/2112/2750 18 29 — %(7)(8)(13)(31)
Common Stock (7,500.40 shares)N/A1/22N/A750 772 0.1 %(7)(34)Common Stock (7,500.4 shares)N/A1/22N/A750 772 0.1 %(7)(30)
13,121 13,472 13,493 13,126 13,497 13,643 
Ivanti Software, Inc.Ivanti Software, Inc.High Tech IndustriesSecond Lien Senior Secured Term LoanLIBOR + 7.25%, 12.4% Cash2/2212/286,000 5,989 3,874 0.3 %(8)(10)(33)Ivanti Software, Inc.High Tech IndustriesSecond Lien Senior Secured Term LoanSOFR + 7.25%, 12.8% Cash2/2212/286,000 5,989 4,270 0.4 %(8)(13)(29)
6,000 5,989 3,874 6,000 5,989 4,270 
Jade Bidco Limited (Jane's)Jade Bidco Limited (Jane's)Aerospace & DefenseFirst Lien Senior Secured Term LoanEURIBOR + 5.75%, 9.5% Cash11/192/291,173 1,149 1,157 0.1 %(3)(7)(8)(14)Jade Bidco Limited (Jane's)Aerospace & DefenseFirst Lien Senior Secured Term LoanEURIBOR + 5.25%, 9.0% Cash11/192/291,139 1,150 1,125 0.1 %(3)(7)(8)(11)
First Lien Senior Secured Term LoanSOFR + 5.75%, 10.8% Cash11/192/296,714 6,587 6,620 0.5 %(3)(7)(8)(17)First Lien Senior Secured Term LoanSOFR + 5.25%, 10.3% Cash11/192/296,714 6,592 6,634 0.6 %(3)(7)(8)(14)
7,887 7,736 7,777 7,853 7,742 7,759 
JetBlue 2019-1 Class B Pass Through TrustJetBlue 2019-1 Class B Pass Through TrustStructured ProductsStructured Secured Note - Class B8.0% Cash8/2011/273,330 3,330 3,305 0.3 %JetBlue 2019-1 Class B Pass Through TrustStructured ProductsStructured Secured Note - Class B8.0% Cash8/2011/273,330 3,330 3,367 0.3 %
3,330 3,330 3,305 3,330 3,330 3,367 
JF Acquisition, LLCJF Acquisition, LLCAutomotiveFirst Lien Senior Secured Term LoanSOFR + 5.50%, 10.6% Cash5/217/243,807 3,738 3,708 0.3 %(7)(8)(16)JF Acquisition, LLCAutomotiveFirst Lien Senior Secured Term LoanSOFR + 5.50%, 11.0% Cash5/217/243,798 3,734 3,729 0.3 %(7)(8)(13)
3,807 3,738 3,708 3,798 3,734 3,729 
20

Barings BDC, Inc.
Unaudited Consolidated Schedule of Investments — (Continued)
JuneSeptember 30, 2023
(Amounts in thousands, except share amounts)
Portfolio Company(6)
Portfolio Company(6)
Industry
Investment Type (1) (2)
InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
Portfolio Company(6)
Industry
Investment Type (1) (2)
InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
Jon Bidco LimitedJon Bidco LimitedHealthcareFirst Lien Senior Secured Term LoanBKBM + 5.50%, 10.2% Cash3/223/27$3,468 $3,825 $3,390 0.3 %(3)(7)(8)(27)Jon Bidco LimitedHealthcareFirst Lien Senior Secured Term LoanBKBM + 4.50%, 10.3% Cash3/223/27$3,702 $4,127 $3,637 0.3 %(3)(7)(8)(24)(31)
3,468 3,825 3,390 3,702 4,127 3,637 
Jones Fish Hatcheries & Distributors LLCJones Fish Hatcheries & Distributors LLCConsumer ProductsFirst Lien Senior Secured Term LoanLIBOR + 5.50%, 10.9% Cash2/222/282,785 2,740 2,701 0.2 %(7)(8)(10)Jones Fish Hatcheries & Distributors LLCConsumer ProductsFirst Lien Senior Secured Term LoanSOFR + 5.50%, 10.8% Cash2/222/282,785 2,742 2,715 0.2 %(7)(8)(13)
First Lien Senior Secured Term LoanSOFR + 5.75%, 11.0% Cash3/232/28696 676 679 0.1 %(7)(8)(17)First Lien Senior Secured Term LoanSOFR + 5.50%, 10.8% Cash3/232/28696 677 679 0.1 %(7)(8)(13)
RevolverLIBOR + 5.50%, 10.9% Cash2/222/28— (6)(13)— %(7)(8)(10)RevolverSOFR + 5.50%, 10.8% Cash2/222/28— (6)(10)— %(7)(8)(13)(31)
LLC Units (974.68 units)N/A2/22N/A97 153 — %(7)
LLC Units
(1,018 units)
N/A2/22N/A107 221 — %(7)
3,481 3,507 3,520 3,481 3,520 3,605 
Kano Laboratories LLCKano Laboratories LLCChemicals, Plastics & RubberFirst Lien Senior Secured Term LoanSOFR + 5.00%, 10.3% Cash11/2011/265,623 5,520 5,545 0.5 %(7)(8)(16)Kano Laboratories LLCChemicals, Plastics & RubberFirst Lien Senior Secured Term LoanSOFR + 5.00%, 10.5% Cash11/2011/265,608 5,513 5,545 0.5 %(7)(8)(13)(31)
Partnership Equity (203.2 units)N/A11/20N/A203 215 — %(7)(34)Partnership Equity (203.2 units)N/A11/20N/A203 226 — %(7)(30)
5,623 5,723 5,760 5,608 5,716 5,771 
Kene Acquisition, Inc. (En Engineering)Kene Acquisition, Inc. (En Engineering)Oil & Gas Equipment & ServicesFirst Lien Senior Secured Term LoanLIBOR + 4.25%, 9.6% Cash8/198/267,116 7,047 7,017 0.6 %(7)(8)(10)Kene Acquisition, Inc. (En Engineering)Oil & Gas Equipment & ServicesFirst Lien Senior Secured Term LoanSOFR + 4.25%, 9.6% Cash8/198/267,095 7,031 7,031 0.6 %(7)(8)(13)
7,116 7,047 7,017 7,095 7,031 7,031 
Kid Distro Holdings, LLCKid Distro Holdings, LLCMedia & EntertainmentFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 11.3% Cash10/2110/279,186 9,048 9,109 0.8 %(7)(8)(10)Kid Distro Holdings, LLCMedia & EntertainmentFirst Lien Senior Secured Term LoanSOFR + 5.50%, 11.0% Cash10/2110/279,162 9,031 9,101 0.8 %(7)(8)(13)
LLC Units (637,677.11 units)N/A10/21N/A638 593 — %(7)(34)LLC Units (637,677.11 units)N/A10/21N/A638 658 0.1 %(7)(30)
9,186 9,686 9,702 9,162 9,669 9,759 
Kona Buyer, LLCKona Buyer, LLCHigh Tech IndustriesFirst Lien Senior Secured Term LoanSOFR + 4.75%, 10.0% Cash12/2012/278,666 8,533 8,553 0.7 %(7)(8)(16)Kona Buyer, LLCHigh Tech IndustriesFirst Lien Senior Secured Term LoanSOFR + 4.75%, 10.1% Cash12/2012/278,643 8,520 8,626 0.7 %(7)(8)(13)
8,666 8,533 8,553 8,643 8,520 8,626 
Lambir Bidco LimitedLambir Bidco LimitedHealthcareFirst Lien Senior Secured Term LoanEURIBOR + 6.25%, 9.8% Cash12/2112/281,867 1,863 1,692 0.1 %(3)(7)(8)(13)Lambir Bidco LimitedHealthcareFirst Lien Senior Secured Term LoanEURIBOR + 6.50%, 10.5% Cash12/2112/281,904 1,959 1,737 0.1 %(3)(7)(8)(10)(31)
Second Lien Senior Secured Term Loan12.0% PIK12/216/291,623 1,628 1,427 0.1 %(3)(7)Second Lien Senior Secured Term Loan12.0% PIK12/216/291,575 1,629 1,386 0.1 %(3)(7)
3,490 3,491 3,119 3,479 3,588 3,123 
Lattice Group Holdings Bidco LimitedLattice Group Holdings Bidco LimitedTechnologyFirst Lien Senior Secured Term LoanSOFR + 5.25%, 10.3% Cash5/225/29709 689 661 0.1 %(3)(7)(8)(16)Lattice Group Holdings Bidco LimitedTechnologyFirst Lien Senior Secured Term LoanSOFR + 5.75%, 10.6% Cash5/225/29709 690 655 0.1 %(3)(7)(8)(14)(31)
RevolverSOFR + 5.25%, 10.3% Cash5/2211/2835 35 34 — %(3)(7)(8)(16)RevolverSOFR + 5.75%, 10.6% Cash5/2211/2818 17 16 — %(3)(7)(8)(14)(31)
744 724 695 727 707 671 
LeadsOnline, LLCLeadsOnline, LLCBusiness Equipment & ServicesFirst Lien Senior Secured Term LoanLIBOR + 4.75%, 10.0% Cash2/222/2810,224 10,081 10,129 0.8 %(7)(8)(10)LeadsOnline, LLCBusiness Equipment & ServicesFirst Lien Senior Secured Term LoanSOFR + 5.75%, 11.1% Cash2/222/2810,200 10,064 9,945 0.8 %(7)(8)(13)
RevolverLIBOR + 4.75%, 10.0% Cash2/222/28— (35)(24)— %(7)(8)(10)RevolverSOFR + 5.75%, 11.1% Cash2/222/28— (33)(65)— %(7)(8)(13)(31)
LLC Units (52,493.44 units)N/A2/22N/A52 81 — %(7)LLC Units (81,664.10 units)N/A2/22N/A85 184 — %(7)
10,224 10,098 10,186 10,200 10,116 10,064 
Learfield Communications, LLCLearfield Communications, LLCBroadcastingFirst Lien Senior Secured Term LoanLIBOR + 3.25%, 8.8% Cash8/2012/23133 94 103 — %(10)Learfield Communications, LLCBroadcastingFirst Lien Senior Secured Term LoanSOFR + 5.50%, 10.8% Cash8/206/285,532 5,532 5,352 0.4 %(8)(12)
First Lien Senior Secured Term Loan3.0% Cash, LIBOR + 10.0% PIK8/2012/239,581 9,570 8,551 0.7 %(8)(10)Common Stock (94,441 shares)N/A8/20N/A3,105 3,589 0.3 %(7)(30)
9,714 9,664 8,654 5,532 8,637 8,941 
Legal Solutions HoldingsLegal Solutions HoldingsBusiness ServicesSenior Subordinated Loan16.0% PIK12/203/2312,319 10,129 — — %(7)(31)(32)Legal Solutions HoldingsBusiness ServicesSenior Subordinated Loan16.0% PIK12/203/2312,319 10,129 — — %(7)(27)(28)
12,319 10,129 — 12,319 10,129 — 
Liberty Steel Holdings USA Inc.Liberty Steel Holdings USA Inc.Industrial OtherRevolverSOFR + 4.50%, 9.6% Cash4/224/2520,000 19,880 19,960 1.7 %(7)(8)(16)Liberty Steel Holdings USA Inc.Industrial OtherRevolverSOFR + 4.50%, 9.8% Cash4/224/2520,000 19,897 19,960 1.7 %(7)(8)(13)
20,000 19,880 19,960 20,000 19,897 19,960 
21

Barings BDC, Inc.
Unaudited Consolidated Schedule of Investments — (Continued)
JuneSeptember 30, 2023
(Amounts in thousands, except share amounts)
Portfolio Company(6)
Portfolio Company(6)
Industry
Investment Type (1) (2)
InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
Portfolio Company(6)
Industry
Investment Type (1) (2)
InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
Lifestyle Intermediate II, LLCLifestyle Intermediate II, LLCConsumer Goods: DurableFirst Lien Senior Secured Term LoanLIBOR + 7.00%, 12.2% Cash2/221/26$3,006 $3,006 $2,795 0.2 %(7)(8)(10)(33)Lifestyle Intermediate II, LLCConsumer Goods: DurableFirst Lien Senior Secured Term LoanSOFR + 7.00%, 12.5% Cash2/221/26$3,006 $3,006 $2,795 0.2 %(7)(8)(13)(29)
RevolverLIBOR + 7.00%, 12.2% Cash2/221/26— — (175)— %(7)(8)(10)(33)RevolverSOFR + 7.00%, 12.5% Cash2/221/26— — (175)— %(7)(8)(13)(29)(31)
3,006 3,006 2,620 3,006 3,006 2,620 
LivTech Purchaser, Inc.LivTech Purchaser, Inc.Business ServicesFirst Lien Senior Secured Term LoanLIBOR + 5.00%, 10.5% Cash1/2112/25862 856 855 0.1 %(7)(8)(10)LivTech Purchaser, Inc.Business ServicesFirst Lien Senior Secured Term LoanSOFR + 5.00%, 10.5% Cash1/2112/25862 858 859 0.1 %(7)(8)(13)
862 856 855 862 858 859 
LogMeIn, Inc.LogMeIn, Inc.High Tech IndustriesFirst Lien Senior Secured Term LoanLIBOR + 4.75%, 9.9% Cash2/228/271,950 1,932 1,212 0.1 %(8)(9)(33)LogMeIn, Inc.High Tech IndustriesFirst Lien Senior Secured Term LoanSOFR + 4.75%, 10.3% Cash2/228/271,945 1,927 1,282 0.1 %(8)(12)(29)
1,950 1,932 1,212 1,945 1,927 1,282 
Long Term Care Group, Inc.Long Term Care Group, Inc.HealthcareFirst Lien Senior Secured Term LoanLIBOR + 6.00%, 11.3% Cash4/229/277,981 7,850 6,656 0.6 %(7)(8)(9)Long Term Care Group, Inc.HealthcareFirst Lien Senior Secured Term LoanSOFR + 1.00%, 6.3% Cash, 6.0% PIK4/229/278,102 7,977 6,328 0.5 %(7)(8)(12)
7,981 7,850 6,656 8,102 7,977 6,328 
Magnetite XIX, LimitedMagnetite XIX, LimitedMulti-Sector HoldingsSubordinated NotesLIBOR + 8.77%, 14.0% Cash2/224/345,250 5,107 4,540 0.4 %(3)(10)(33)Magnetite XIX, LimitedMulti-Sector HoldingsSubordinated NotesSOFR + 9.03%, 14.3% Cash2/224/345,250 5,107 4,987 0.4 %(3)(13)(29)
Subordinated Structured NotesResidual Interest, current yield 12.41%2/224/3413,730 9,233 8,003 0.7 %(3)(33)Subordinated Structured NotesResidual Interest, current yield 15.90%2/224/3413,730 9,184 9,283 0.8 %(3)(29)
18,980 14,340 12,543 18,980 14,291 14,270 
Marmoutier Holding B.V.Marmoutier Holding B.V.Consumer ProductsFirst Lien Senior Secured Term LoanEURIBOR, 3.2% Cash, 6.8% PIK12/2112/282,230 2,224 1,878 0.2 %(3)(7)(8)(13)Marmoutier Holding B.V.Consumer ProductsFirst Lien Senior Secured Term LoanEURIBOR + 6.75%, 3.9% Cash, 6.8% PIK12/2112/282,234 2,298 1,913 0.2 %(3)(7)(8)(10)(31)
RevolverEURIBOR, 3.2% Cash, 5.8% PIK12/216/2747 42 22 — %(3)(7)(8)(13)RevolverEURIBOR, 3.2% Cash, 5.8% PIK12/2112/2846 44 25 — %(3)(7)(8)(10)(31)
2,277 2,266 1,900 2,280 2,342 1,938 
Marshall Excelsior Co.Marshall Excelsior Co.Capital GoodsFirst Lien Senior Secured Term LoanSOFR + 5.50%, 10.9% Cash2/222/2810,863 10,719 10,559 0.9 %(7)(8)(16)Marshall Excelsior Co.Capital GoodsFirst Lien Senior Secured Term LoanSOFR + 5.50%, 11.0% Cash2/222/2810,863 10,726 10,591 0.9 %(7)(8)(13)
RevolverSOFR + 5.50%, 10.7% Cash2/222/281,543 1,520 1,496 0.1 %(7)(8)(16)RevolverSOFR + 5.50%, 11.0% Cash2/222/281,654 1,619 1,599 0.1 %(7)(8)(13)(31)
12,406 12,239 12,055 12,517 12,345 12,190 
MC Group Ventures CorporationMC Group Ventures CorporationBusiness ServicesFirst Lien Senior Secured Term LoanLIBOR + 5.50%, 10.8% Cash7/216/274,169 4,102 4,138 0.3 %(7)(8)(10)MC Group Ventures CorporationBusiness ServicesFirst Lien Senior Secured Term LoanSOFR + 5.50%, 11.0% Cash7/216/274,159 4,096 4,135 0.3 %(7)(8)(13)(31)
Partnership Units (746.66 units)N/A6/21N/A747 750 0.1 %(7)(34)Partnership Units (746.66 units)N/A6/21N/A747 829 0.1 %(7)(30)
4,169 4,849 4,888 4,159 4,843 4,964 
Media Recovery, Inc. (SpotSee)Media Recovery, Inc. (SpotSee)Containers, Packaging & GlassFirst Lien Senior Secured Term LoanSOFR + 6.00%, 11.0% Cash11/1911/252,888 2,863 2,888 0.2 %(7)(8)(16)Media Recovery, Inc. (SpotSee)Containers, Packaging & GlassFirst Lien Senior Secured Term LoanSOFR + 6.00%, 11.7% Cash11/1911/252,881 2,858 2,826 0.2 %(7)(8)(13)
First Lien Senior Secured Term LoanSONIA + 6.00%, 10.9% Cash12/2011/254,102 4,248 4,102 0.3 %(7)(8)(19)First Lien Senior Secured Term LoanSONIA + 6.00%, 11.2% Cash12/2011/253,928 4,240 3,853 0.3 %(7)(8)(16)
6,990 7,111 6,990 6,809 7,098 6,679 
Median B.V.Median B.V.HealthcareFirst Lien Senior Secured Term LoanSONIA + 6.00%, 11.0% Cash2/2210/279,472 9,822 8,420 0.7 %(3)(8)(20)Median B.V.HealthcareFirst Lien Senior Secured Term LoanSONIA + 6.00%, 11.4% Cash2/2210/279,093 9,836 8,075 0.7 %(3)(8)(17)
9,472 9,822 8,420 9,093 9,836 8,075 
Medical Solutions Parent Holdings, Inc.Medical Solutions Parent Holdings, Inc.HealthcareSecond Lien Senior Secured Term LoanSOFR + 7.00%, 12.4% Cash11/2111/294,421 4,384 3,907 0.3 %(8)(16)Medical Solutions Parent Holdings, Inc.HealthcareSecond Lien Senior Secured Term LoanSOFR + 7.00%, 12.5% Cash11/2111/294,421 4,385 3,946 0.3 %(8)(13)
4,421 4,384 3,907 4,421 4,385 3,946 
Mercell Holding ASMercell Holding ASTechnologyFirst Lien Senior Secured Term LoanNIBOR + 6.00%, 9.7% Cash8/228/292,931 3,132 2,867 0.2 %(3)(7)(8)(29)Mercell Holding ASTechnologyFirst Lien Senior Secured Term LoanNIBOR + 5.50%, 10.0% Cash8/228/292,951 3,135 2,895 0.2 %(3)(7)(8)(26)(31)
Class A Units (114.4 units)N/A8/22N/A111 116 — %(3)(7)(34)Class A Units (114.4 units)N/A8/22N/A111 119 — %(3)(7)(30)
Class B Units (28,943.8 units)N/A8/22N/A— 55 — %(3)(7)(34)Class B Units (28,943.8 units)N/A8/22N/A— 48 — %(3)(7)(30)
2,931 3,243 3,038 2,951 3,246 3,062 
MNS Buyer, Inc.MNS Buyer, Inc.Construction and BuildingFirst Lien Senior Secured Term LoanLIBOR + 5.50%, 10.7% Cash8/218/27909 896 848 0.1 %(7)(8)(9)MNS Buyer, Inc.Construction and BuildingFirst Lien Senior Secured Term LoanSOFR + 5.50%, 10.9% Cash8/218/27907 894 904 0.1 %(7)(8)(12)
Partnership Units (76.92 units)N/A8/21N/A77 51 — %(7)(34)Partnership Units (76,923 units)N/A8/21N/A77 72 — %(7)(30)
909 973 899 907 971 976 
22

Barings BDC, Inc.
Unaudited Consolidated Schedule of Investments — (Continued)
JuneSeptember 30, 2023
(Amounts in thousands, except share amounts)
Portfolio Company(6)
Portfolio Company(6)
Industry
Investment Type (1) (2)
InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
Portfolio Company(6)
Industry
Investment Type (1) (2)
InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
Modern Star Holdings Bidco Pty Limited.Modern Star Holdings Bidco Pty Limited.Non-durable Consumer GoodsFirst Lien Senior Secured Term LoanBBSY + 5.75%, 9.9% Cash12/2012/26$7,662 $8,345 $7,557 0.6 %(3)(7)(8)(21)Modern Star Holdings Bidco Pty Limited.Non-durable Consumer GoodsFirst Lien Senior Secured Term LoanBBSY + 5.5%, 9.6% Cash12/2012/26$7,429 $8,356 $7,211 0.6 %(3)(7)(8)(18)(31)
7,662 8,345 7,557 7,429 8,356 7,211 
Moonlight Bidco LimitedMoonlight Bidco LimitedHealthcareFirst Lien Senior Secured Term LoanSONIA + 6.25%, 11.7% Cash7/237/301,813 1,874 1,743 0.1 %(3)(7)(8)(16)(31)
Common Stock (107,714 shares)N/A7/23N/A137 131 — %(3)(7)(30)
1,813 2,011 1,874 
Murphy Midco LimitedMurphy Midco LimitedMedia, Diversified & ProductionFirst Lien Senior Secured Term LoanSONIA + 5.50%, 10.0% Cash11/2011/271,294 1,318 1,271 0.1 %(3)(7)(8)(20)Murphy Midco LimitedMedia, Diversified & ProductionFirst Lien Senior Secured Term LoanSONIA + 5.50%, 10.2% Cash11/2011/271,242 1,320 1,233 0.1 %(3)(7)(8)(17)(31)
1,294 1,318 1,271 1,242 1,320 1,233 
Music Reports, Inc.Music Reports, Inc.Media & EntertainmentFirst Lien Senior Secured Term LoanSOFR + 5.50%, 10.7% Cash8/208/266,923 6,824 6,860 0.6 %(7)(8)(15)Music Reports, Inc.Media & EntertainmentFirst Lien Senior Secured Term LoanSOFR + 6.00%, 11.5% Cash8/208/266,923 6,831 6,872 0.6 %(7)(8)(13)
6,923 6,824 6,860 6,923 6,831 6,872 
Napa Bidco Pty LtdNapa Bidco Pty LtdHealthcareFirst Lien Senior Secured Term LoanBBSY + 6.50%, 10.0% Cash3/223/2818,521 19,571 17,058 1.4 %(3)(7)(8)(23)Napa Bidco Pty LtdHealthcareFirst Lien Senior Secured Term LoanBBSY + 6.50%, 10.0% Cash3/223/2817,958 19,593 16,772 1.4 %(3)(7)(8)(20)
18,521 19,571 17,058 17,958 19,593 16,772 
Narda Acquisitionco., Inc.Narda Acquisitionco., Inc.Aerospace & DefenseFirst Lien Senior Secured Term LoanLIBOR + 5.25%, 10.7% Cash12/2112/275,623 5,547 5,527 0.5 %(7)(8)(9)Narda Acquisitionco., Inc.Aerospace & DefenseFirst Lien Senior Secured Term LoanSOFR + 5.00%, 10.5% Cash12/2112/275,609 5,536 5,568 0.5 %(7)(8)(13)
RevolverLIBOR + 5.25%, 10.7% Cash12/2112/27— (17)(22)— %(7)(8)(10)RevolverSOFR + 5.00%, 10.5% Cash12/2112/27— (16)(10)— %(7)(8)(13)(31)
Class A Preferred Stock (4,587.38 shares)N/A12/21N/A459 515 — %(7)(34)
Class A
Preferred Stock (4,587.38 shares)
N/A12/21N/A459 525 — %(7)(30)
Class B Common Stock (509.71 shares)N/A12/21N/A51 55 — %(7)(34)
Class B
Common Stock (509.71 shares)
N/A12/21N/A51 123 — %(7)(30)
5,623 6,040 6,075 5,609 6,030 6,206 
Navia Benefit Solutions, Inc.Navia Benefit Solutions, Inc.Healthcare & PharmaceuticalsFirst Lien Senior Secured Term LoanSOFR + 5.25%, 10.3% Cash2/212/272,686 2,660 2,649 0.2 %(7)(8)(15)Navia Benefit Solutions, Inc.Healthcare & PharmaceuticalsFirst Lien Senior Secured Term LoanSOFR + 5.25%, 10.6% Cash2/212/272,673 2,649 2,640 0.2 %(7)(8)(12)
First Lien Senior Secured Term LoanSOFR + 5.25%, 10.4% Cash, 3.5% PIK11/222/273,003 2,939 2,944 0.2 %(7)(8)(16)First Lien Senior Secured Term LoanSOFR + 2.25%, 7.6% Cash, 3.0% PIK11/222/273,000 2,939 2,947 0.2 %(7)(8)(12)
5,689 5,599 5,593 5,673 5,588 5,587 
NAW Buyer LLCNAW Buyer LLCTechnologyFirst Lien Senior Secured Term LoanSOFR + 5.75%, 11.2% Cash9/239/2915,152 14,587 14,583 1.2 %(7)(8)(13)(31)
RevolverSOFR + 5.75%, 11.2% Cash9/239/29— (47)(47)— %(7)(8)(13)(31)
Equity Co Invest (472,512 units)N/A9/23N/A473 473 — %(7)(30)
15,152 15,013 15,009 
NeoxCoNeoxCoInternet Software & ServicesFirst Lien Senior Secured Term LoanEURIBOR + 6.50%, 10.1% Cash1/231/302,118 2,037 2,051 0.2 %(3)(7)(8)(14)NeoxCoInternet Software & ServicesFirst Lien Senior Secured Term LoanEURIBOR + 6.50%, 10.5% Cash1/231/302,055 2,039 1,997 0.2 %(3)(7)(8)(11)(31)
2,118 2,037 2,051 2,055 2,039 1,997 
Nexus Underwriting Management LimitedNexus Underwriting Management LimitedOther FinancialFirst Lien Senior Secured Term LoanSOFR + 5.25%, 10.7% Cash10/2110/28126 126 126 — %(3)(7)(8)(14)
Nexus Underwriting Management LimitedOther FinancialFirst Lien Senior Secured Term LoanSONIA + 5.25%, 9.4% Cash10/2110/281,711 1,768 1,686 0.1 %(3)(7)(8)(20)First Lien Senior Secured Term LoanSONIA + 5.00%, 9.2% Cash10/2110/281,642 1,772 1,642 0.1 %(3)(7)(8)(17)(31)
RevolverSONIA + 5.25%, 9.4% Cash10/214/2497 99 97 — %(3)(7)(8)(20)RevolverSONIA + 5.00%, 9.2% Cash10/214/2494 99 93 — %(3)(7)(8)(17)(31)
1,808 1,867 1,783 1,862 1,997 1,861 
NF Holdco, LLCNF Holdco, LLCTechnologyFirst Lien Senior Secured Term LoanSOFR + 6.50%, 11.7%3/313/296,379 6,193 6,188 0.5 %(7)(8)(16)NF Holdco, LLCTechnologyFirst Lien Senior Secured Term LoanSOFR + 6.50%, 11.9%3/233/296,379 6,199 6,220 0.5 %(7)(8)(13)
RevolverSOFR + 6.50%, 11.7%3/313/29— (32)(33)— %(7)(8)(16)RevolverSOFR + 6.50%, 11.9%3/233/29442 412 414 — %(7)(8)(13)(31)
6,379 6,161 6,155 
LP Units
(639,510 units)
N/A3/23N/A659 659 0.1 %(7)(30)
NF Holdco, LLC6,821 7,270 7,293 
NGS US Finco, LLC (f/k/a Dresser Natural Gas Solutions)Energy Equipment & ServicesFirst Lien Senior Secured Term LoanSOFR + 4.25%, 9.5% Cash10/1810/254,679 4,671 4,676 0.4 %(7)(8)(15)NGS US Finco, LLC (f/k/a Dresser Natural Gas Solutions)Energy Equipment & ServicesFirst Lien Senior Secured Term LoanSOFR + 4.00%, 9.4% Cash10/1810/254,667 4,659 4,666 0.4 %(7)(8)(12)
4,679 4,671 4,676 4,667 4,659 4,666 
Northstar Recycling, LLCEnvironmental IndustriesFirst Lien Senior Secured Term LoanSOFR + 4.75%, 9.9% Cash10/219/272,463 2,426 2,440 0.2 %(7)(8)(16)
2,463 2,426 2,440 
Novotech Aus Bidco Pty LtdHealthcareFirst Lien Senior Secured Term LoanBBSY + 5.75%, 9.4% Cash1/221/283,425 3,672 3,381 0.3 %(3)(7)(8)(23)
First Lien Senior Secured Term LoanSOFR + 5.75%, 10.7% Cash1/221/28474 451 457 — %(3)(7)(8)(17)
3,899 4,123 3,838 
NPM Investments 28 B.V.HealthcareFirst Lien Senior Secured Term LoanEURIBOR + 6.25%, 9.8% Cash9/2210/292,191 1,908 2,136 0.2 %(3)(7)(8)(13)
2,191 1,908 2,136 
23

Barings BDC, Inc.
Unaudited Consolidated Schedule of Investments — (Continued)
JuneSeptember 30, 2023
(Amounts in thousands, except share amounts)
Portfolio Company(6)
Portfolio Company(6)
Industry
Investment Type (1) (2)
InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
Portfolio Company(6)
Industry
Investment Type (1) (2)
InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
Northstar Recycling, LLCNorthstar Recycling, LLCEnvironmental IndustriesFirst Lien Senior Secured Term LoanSOFR + 4.75%, 10.0% Cash10/219/27$2,456 $2,422 $2,437 0.2 %(7)(8)(13)
2,456 2,422 2,437 
Novotech Aus Bidco Pty LtdNovotech Aus Bidco Pty LtdHealthcareFirst Lien Senior Secured Term LoanSOFR + 5.25%, 10.7% Cash1/221/284,021 3,939 3,975 0.3 %(3)(7)(8)(14)(31)
4,021 3,939 3,975 
NPM Investments 28 B.V.NPM Investments 28 B.V.HealthcareFirst Lien Senior Secured Term LoanEURIBOR + 6.00%, 10.0% Cash9/2210/292,126 1,910 2,079 0.2 %(3)(7)(8)(10)(31)
2,126 1,910 2,079 
OA Buyer, Inc.OA Buyer, Inc.HealthcareFirst Lien Senior Secured Term LoanSOFR + 5.75%, 10.8% Cash12/2112/28$5,560 $5,467 $5,492 0.5 %(7)(8)(16)OA Buyer, Inc.HealthcareFirst Lien Senior Secured Term LoanSOFR + 5.50%, 10.8% Cash12/2112/285,557 5,468 5,498 0.5 %(7)(8)(12)
RevolverSOFR + 5.75%, 10.8% Cash12/2112/28— (21)(16)— %(7)(8)(16)RevolverSOFR + 5.50%, 10.8% Cash12/2112/28— (20)(14)— %(7)(8)(12)(31)
Partnership Units (210,920.11 units)N/A12/21N/A211 240 — %(7)(34)Partnership Units (210,920.11 units)N/A12/21N/A211 297 — %(7)(30)
5,560 5,657 5,716 5,557 5,659 5,781 
OAC Holdings I CorpOAC Holdings I CorpAutomotiveFirst Lien Senior Secured Term LoanSOFR + 5.00%, 10.6% Cash3/223/293,594 3,535 3,392 0.3 %(7)(8)(16)OAC Holdings I CorpAutomotiveFirst Lien Senior Secured Term LoanSOFR + 5.00%, 10.3% Cash3/223/293,594 3,537 3,360 0.3 %(7)(8)(13)
RevolverSOFR + 5.00%, 10.6% Cash3/223/28979 957 902 0.1 %(7)(8)(16)RevolverSOFR + 5.00%, 10.3% Cash3/223/28— (21)(89)— %(7)(8)(13)(31)
4,573 4,492 4,294 3,594 3,516 3,271 
Ocular Therapeutix, Inc.Ocular Therapeutix, Inc.Pharma-ceuticalsFirst Lien Senior Secured Term LoanSOFR + 6.75%, 12.1% Cash8/237/293,930 3,814 3,812 0.3 %(8)(12)
3,930 3,814 3,812 
Offen Inc.Offen Inc.Transportation: CargoFirst Lien Senior Secured Term LoanSOFR + 5.00%, 10.5% Cash2/226/263,734 3,696 3,696 0.3 %(7)(17)(33)Offen Inc.Transportation: CargoFirst Lien Senior Secured Term LoanSOFR + 5.00%, 10.5% Cash2/226/263,731 3,694 3,694 0.3 %(7)(14)(29)
3,734 3,696 3,696 3,731 3,694 3,694 
OG III B.V.OG III B.V.Containers & Glass ProductsFirst Lien Senior Secured Term LoanEURIBOR + 5.75%, 9.2% Cash6/216/283,456 3,679 3,393 0.3 %(3)(7)(8)(13)OG III B.V.Containers & Glass ProductsFirst Lien Senior Secured Term LoanEURIBOR + 5.75%, 9.7% Cash6/216/283,353 3,681 3,313 0.3 %(3)(7)(8)(10)
3,456 3,679 3,393 3,353 3,681 3,313 
Omni Intermediate Holdings, LLCOmni Intermediate Holdings, LLCTransportationFirst Lien Senior Secured Term LoanSOFR + 5.00%, 10.2% Cash12/2012/268,386 8,350 7,975 0.7 %(7)(8)(16)Omni Intermediate Holdings, LLCTransportationFirst Lien Senior Secured Term LoanSOFR + 5.00%, 10.4% Cash12/2012/268,364 8,331 8,318 0.7 %(7)(8)(13)
8,386 8,350 7,975 8,364 8,331 8,318 
Options Technology Ltd.Options Technology Ltd.Computer ServicesFirst Lien Senior Secured Term LoanLIBOR + 4.75%, 10.0% Cash12/1912/252,273 2,253 2,230 0.2 %(3)(7)(8)(10)Options Technology Ltd.Computer ServicesFirst Lien Senior Secured Term LoanSOFR + 4.75%, 10.0% Cash12/1912/252,273 2,254 2,256 0.2 %(3)(7)(8)(13)
2,273 2,253 2,230 2,273 2,254 2,256 
Oracle Vision Bidco LimitedOracle Vision Bidco LimitedHealthcareFirst Lien Senior Secured Term LoanSONIA + 4.75%, 9.2% Cash6/215/282,910 3,157 2,910 0.2 %(3)(7)(8)(20)Oracle Vision Bidco LimitedHealthcareFirst Lien Senior Secured Term LoanSONIA + 4.75%, 9.2% Cash6/215/282,794 3,160 2,794 0.2 %(3)(7)(8)(17)
2,910 3,157 2,910 2,794 3,160 2,794 
Origin Bidco LimitedOrigin Bidco LimitedTechnologyFirst Lien Senior Secured Term LoanEURIBOR + 5.25%, 8.7% Cash6/216/28362 396 357 — %(3)(7)(8)(13)Origin Bidco LimitedTechnologyFirst Lien Senior Secured Term LoanEURIBOR + 5.25%, 9.1% Cash6/216/28351 396 349 — %(3)(7)(8)(10)
First Lien Senior Secured Term LoanLIBOR + 5.25%, 10.8% Cash6/216/28597 585 588 — %(3)(7)(8)(10)First Lien Senior Secured Term LoanSOFR + 5.25%, 10.8% Cash6/216/28597 585 593 — %(3)(7)(8)(13)
959 981 945 948 981 942 
OSP Hamilton Purchaser, LLCOSP Hamilton Purchaser, LLCTechnologyFirst Lien Senior Secured Term LoanLIBOR + 6.00%, 11.5% Cash12/2112/272,252 2,217 2,212 0.2 %(7)(8)(10)OSP Hamilton Purchaser, LLCTechnologyFirst Lien Senior Secured Term LoanSOFR + 6.00%, 11.5% Cash12/2112/272,241 2,207 2,204 0.2 %(7)(8)(13)
First Lien Senior Secured Term LoanSOFR + 6.00%, 11.1% Cash12/2212/272,268 2,206 2,227 0.2 %(7)(8)(16)First Lien Senior Secured Term LoanSOFR + 6.00%, 11.5% Cash12/2212/272,257 2,198 2,220 0.2 %(7)(8)(13)
First Lien Senior Secured Term LoanSOFR + 6.25%, 11.6% Cash3/2312/274,712 4,578 4,627 0.4 %(7)(8)(16)First Lien Senior Secured Term LoanSOFR + 6.25%, 11.7% Cash3/2312/274,689 4,561 4,612 0.4 %(7)(8)(13)
RevolverLIBOR + 6.00%, 11.5% Cash12/2112/2723 13 15 — %(7)(8)(10)RevolverSOFR + 6.00%, 11.5% Cash12/2112/27— (10)(5)— %(7)(8)(13)(31)
LP Units (347,497 units)N/A7/22N/A351 372 — %(7)(34)
LP Units
(347,497 units)
N/A7/22N/A351 554 — %(7)(30)
9,255 9,365 9,453 9,187 9,307 9,585 
Panoche Energy Center LLCPanoche Energy Center LLCElectricFirst Lien Senior Secured Bond6.9% Cash7/227/294,636 4,198 4,358 0.4 %(7)Panoche Energy Center LLCElectricFirst Lien Senior Secured Bond6.9% Cash7/227/294,355 3,956 4,115 0.3 %(7)
4,636 4,198 4,358 4,355 3,956 4,115 
Pare SAS (SAS Maurice MARLE)Health Care EquipmentFirst Lien Senior Secured Term LoanEURIBOR + 6.50%, 9.8% Cash12/1912/262,792 2,822 2,726 0.2 %(3)(7)(8)(14)
First Lien Senior Secured Term LoanSOFR + 6.50%, 11.7% Cash11/2210/261,500 1,500 1,465 0.1 %(3)(7)(8)(16)
4,292 4,322 4,191 
Patriot New Midco 1 Limited (Forensic Risk Alliance)Diversified Financial ServicesFirst Lien Senior Secured Term LoanEURIBOR + 6.75%, 10.1% Cash2/202/272,531 2,494 2,405 0.2 %(3)(7)(8)(13)
First Lien Senior Secured Term LoanLIBOR + 6.75%, 12.1% Cash2/202/273,088 3,046 2,934 0.2 %(3)(7)(8)(10)
5,619 5,540 5,339 
24

Barings BDC, Inc.
Unaudited Consolidated Schedule of Investments — (Continued)
JuneSeptember 30, 2023
(Amounts in thousands, except share amounts)
Portfolio Company(6)
Portfolio Company(6)
Industry
Investment Type (1) (2)
InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
Portfolio Company(6)
Industry
Investment Type (1) (2)
InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
Pare SAS (SAS Maurice MARLE)Pare SAS (SAS Maurice MARLE)Health Care EquipmentFirst Lien Senior Secured Term LoanEURIBOR + 6.50%, 9.9% Cash12/1912/26$2,720 $2,835 $2,665 0.2 %(3)(7)(8)(11)
First Lien Senior Secured Term LoanSOFR + 6.50%, 11.9% Cash11/2210/261,500 1,500 1,470 0.1 %(3)(7)(8)(13)
4,220 4,335 4,135 
Patriot New Midco 1 Limited (Forensic Risk Alliance)Patriot New Midco 1 Limited (Forensic Risk Alliance)Diversified Financial ServicesFirst Lien Senior Secured Term LoanEURIBOR + 6.75%, 10.5% Cash2/202/272,457 2,497 2,351 0.2 %(3)(7)(8)(10)
First Lien Senior Secured Term LoanSOFR + 6.75%, 12.3% Cash2/202/273,088 3,050 2,955 0.2 %(3)(7)(8)(13)
5,545 5,547 5,306 
PDQ.Com CorporationPDQ.Com CorporationBusiness Equipment & ServicesFirst Lien Senior Secured Term LoanSOFR + 4.75%, 10.1% Cash8/218/27$9,606 $9,388 $9,485 0.8 %(7)(8)(16)PDQ.Com CorporationBusiness Equipment & ServicesFirst Lien Senior Secured Term LoanSOFR + 4.75%, 10.1% Cash8/218/279,595 9,384 9,595 0.8 %(7)(8)(13)(31)
Class A-2 Partnership Units (28.8 units)N/A8/218/2729 50 — %(7)(34)Class A-2 Partnership Units (28.8 units)N/A8/218/2729 56 — %(7)(30)
9,606 9,417 9,535 9,595 9,413 9,651 
Perimeter Master Note Business TrustPerimeter Master Note Business TrustCredit Card ABSStructured Secured Note - Class A4.7% Cash5/225/27182 182 166 — %(3)(7)Perimeter Master Note Business TrustCredit Card ABSStructured Secured Note - Class A4.7% Cash5/225/27182 182 166 — %(3)(7)
Structured Secured Note - Class B5.4% Cash5/225/27182 182 165 — %(3)(7)Structured Secured Note - Class B5.4% Cash5/225/27182 182 167 — %(3)(7)
Structured Secured Note - Class C5.9% Cash5/225/27182 182 158 — %(3)(7)Structured Secured Note - Class C5.9% Cash5/225/27182 182 163 — %(3)(7)
Structured Secured Note - Class D8.5% Cash5/225/27182 182 160 — %(3)(7)Structured Secured Note - Class D8.5% Cash5/225/27181 181 160 — %(3)(7)
Structured Secured Note - Class E11.4% Cash5/225/279,274 9,274 7,982 0.7 %(3)(7)Structured Secured Note - Class E11.4% Cash5/225/279,273 9,273 8,288 0.7 %(3)(7)
10,002 10,002 8,631 10,000 10,000 8,944 
Permaconn BidCo Pty LtdPermaconn BidCo Pty LtdTelecommuni-
cations
First Lien Senior Secured Term LoanBBSY + 5.75%, 9.9% Cash12/2112/272,727 2,870 2,690 0.2 %(3)(7)(8)(22)Permaconn BidCo Pty LtdTele-communicationsFirst Lien Senior Secured Term LoanBBSY + 6.25%, 10.4% Cash12/217/292,644 2,697 2,585 0.2 %(3)(7)(8)(19)
2,727 2,870 2,690 2,644 2,697 2,585 
Polara Enterprises, L.L.C.Polara Enterprises, L.L.C.Capital EquipmentFirst Lien Senior Secured Term LoanSOFR + 4.75%, 10.3% Cash12/2112/271,224 1,205 1,208 0.1 %(7)(8)(16)Polara Enterprises, L.L.C.Capital EquipmentFirst Lien Senior Secured Term LoanSOFR + 4.75%, 10.3% Cash12/2112/271,221 1,203 1,207 0.1 %(7)(8)(13)
RevolverSOFR + 4.75%, 10.3% Cash12/2112/27— (8)(7)— %(7)(8)(16)RevolverSOFR + 4.75%, 10.3% Cash12/2112/27— (8)(6)— %(7)(8)(13)(31)
Partnership Units (7,408.6 units)N/A12/21N/A741 1,059 0.1 %(7)(34)Partnership Units (7,409 units)N/A12/21N/A741 1,203 0.1 %(7)(30)
1,224 1,938 2,260 1,221 1,936 2,404 
Policy Services Company, LLCPolicy Services Company, LLCProperty & Casualty InsuranceFirst Lien Senior Secured Term LoanLIBOR + 6.00%, 11.3% Cash, 4.0% PIK12/216/2650,317 49,313 49,315 4.1 %(7)(8)(10)Policy Services Company, LLCProperty & Casualty InsuranceFirst Lien Senior Secured Term LoanSOFR + 6.00%, 11.6% Cash, 4.0% PIK12/216/2650,825 49,898 49,900 4.2 %(7)(8)(13)
Warrants - Class A (2.55830 units)N/A12/21N/A378 — %(7)(34)Warrants - Class A (2.55830 units)N/A12/21N/A— 514 — %(7)(30)
Warrants - Class B (0.86340 units)N/A12/21N/A128 — %(7)(34)Warrants - Class B (0.86340 units)N/A12/21N/A— 173 — %(7)(30)
Warrants - Class CC (0.08870 units)N/A12/21N/A— — %(7)(34)Warrants - Class CC (0.08870 units)N/A12/21N/A— — — %(7)(30)
Warrants - Class D (0.24710 units)N/A12/21N/A36 — %(7)(34)Warrants - Class D (0.24710 units)N/A12/21N/A— 50 — %(7)(30)
50,317 49,313 49,857 50,825 49,898 50,637 
Polymer Solutions Group Holdings, LLCPolymer Solutions Group Holdings, LLCChemicals, Plastics & RubberFirst Lien Senior Secured Term LoanSOFR + 7.00%, 12.2% Cash2/227/23989 989 945 0.1 %(7)(8)(15)(33)Polymer Solutions Group Holdings, LLCChemicals, Plastics & RubberFirst Lien Senior Secured Term LoanSOFR + 7.00%, 12.3% Cash2/228/24990 990 929 0.1 %(7)(8)(12)(29)
989 989 945 Common Stock (10,000 shares)N/A2/22N/A— — — %(7)(30)
Polymer Solutions Group Holdings, LLC990 990 929 
Premium Franchise Brands, LLCResearch & Consulting ServicesFirst Lien Senior Secured Term LoanLIBOR + 6.25%, 11.5% Cash12/2012/2612,611 12,451 12,488 1.0 %(7)(8)(10)Premium Franchise Brands, LLCResearch & Consulting ServicesFirst Lien Senior Secured Term LoanSOFR + 6.75%, 12.5% Cash12/2012/2612,611 12,462 12,509 1.0 %(7)(8)(13)
Premium Franchise Brands, LLC12,611 12,451 12,488 12,611 12,462 12,509 
Premium InvestPremium InvestBrokerage, Asset Managers & ExchangesFirst Lien Senior Secured Term LoanEURIBOR + 5.25%, 9.2% Cash6/216/285,782 5,820 5,782 0.5 %(3)(7)(8)(14)Premium InvestBrokerage, Asset Managers & ExchangesFirst Lien Senior Secured Term LoanEURIBOR + 5.25%, 9.2% Cash6/216/285,611 5,829 5,611 0.5 %(3)(7)(8)(11)(31)
5,782 5,820 5,782 5,611 5,829 5,611 
Preqin MC LimitedPreqin MC LimitedBanking, Finance, Insurance & Real EstateFirst Lien Senior Secured Term LoanSOFR + 5.00%, 10.3% Cash8/217/282,789 2,724 2,730 0.2 %(3)(7)(8)(17)Preqin MC LimitedBanking, Finance, Insurance & Real EstateFirst Lien Senior Secured Term LoanSOFR + 5.25%, 11.0% Cash8/217/282,789 2,727 2,739 0.2 %(3)(7)(8)(14)
2,789 2,724 2,730 2,789 2,727 2,739 
Process Equipment, Inc. (ProcessBarron)Industrial Air & Material Handling EquipmentFirst Lien Senior Secured Term LoanSOFR + 5.75%, 11.0% Cash3/193/255,506 5,489 5,186 0.4 %(7)(8)(16)
5,506 5,489 5,186 
Professional Datasolutions, Inc. (PDI)Application SoftwareFirst Lien Senior Secured Term LoanLIBOR + 4.50%, 9.8% Cash3/1910/241,808 1,807 1,761 0.1 %(7)(8)(10)
1,808 1,807 1,761 
25

Barings BDC, Inc.
Unaudited Consolidated Schedule of Investments — (Continued)
JuneSeptember 30, 2023
(Amounts in thousands, except share amounts)
Portfolio Company(6)
Portfolio Company(6)
Industry
Investment Type (1) (2)
InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
Portfolio Company(6)
Industry
Investment Type (1) (2)
InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
Process Equipment, Inc. (ProcessBarron)Process Equipment, Inc. (ProcessBarron)Industrial Air & Material Handling EquipmentFirst Lien Senior Secured Term LoanSOFR + 5.25%, 11.0% Cash3/193/25$5,506 $5,495 $5,302 0.4 %(7)(8)(13)
5,506 5,495 5,302 
Process Insights Acquisition, Inc.Process Insights Acquisition, Inc.ElectronicsFirst Lien Senior Secured Term LoanSOFR + 6.25%, 11.6% Cash7/237/295,330 5,180 5,174 0.4 %(7)(8)(13)(31)
RevolverSOFR + 6.25%, 11.6% Cash7/237/29— (25)(25)— %(7)(8)(13)(31)
Common Stock (281 shares)N/A7/23N/A281 281 — %(7)(30)
5,330 5,436 5,430 
Professional Datasolutions, Inc. (PDI)Professional Datasolutions, Inc. (PDI)Application SoftwareFirst Lien Senior Secured Term LoanSOFR + 4.50%, 10.0% Cash3/1910/241,803 1,803 1,775 0.1 %(7)(8)(13)
1,803 1,803 1,775 
ProfitOptics, LLCProfitOptics, LLCTechnologyFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 10.8% Cash3/223/28$1,639 $1,612 $1,615 0.1 %(7)(8)(11)ProfitOptics, LLCTechnologyFirst Lien Senior Secured Term LoanSOFR + 5.75%, 11.5% Cash3/223/281,639 1,614 1,621 0.1 %(7)(8)(14)
RevolverLIBOR + 5.75%, 10.8% Cash3/223/28403 396 396 — %(7)(8)(11)RevolverSOFR + 5.75%, 11.5% Cash3/223/28194 186 188 — %(7)(8)(14)(31)
Senior Subordinated Term Loan8.0% Cash3/223/2981 81 72 — %(7)Senior Subordinated Term Loan8.0% Cash3/223/2981 81 72 — %(7)
LLC Units (241,935.48 units)N/A3/22N/A161 179 — %(7)(34)LLC Units (241,935.48 units)N/A3/22N/A161 182 — %(7)(30)
2,123 2,250 2,262 1,914 2,042 2,063 
Proppants Holding, LLCProppants Holding, LLCEnergy: Oil & GasLLC Units (1,668,106 units)N/A2/22N/A— — — %(7)(33)(34)Proppants Holding, LLCEnergy: Oil & GasLLC Units (1,668,106 units)N/A2/22N/A— — — %(7)(29)(30)
— — — — 
Protego Bidco B.V.Protego Bidco B.V.Aerospace & DefenseFirst Lien Senior Secured Term LoanEURIBOR + 6.75%, 9.8% Cash3/213/281,647 1,735 1,590 0.1 %(3)(7)(8)(14)Protego Bidco B.V.Aerospace & DefenseFirst Lien Senior Secured Term LoanEURIBOR + 6.75%, 10.8% Cash3/213/281,598 1,737 1,531 0.1 %(3)(7)(8)(11)(31)
RevolverEURIBOR + 6.50%, 9.4% Cash3/213/272,137 2,279 2,060 0.2 %(3)(7)(8)(14)RevolverEURIBOR + 6.50%, 10.5% Cash3/213/272,074 2,281 1,987 0.2 %(3)(7)(8)(11)
3,784 4,014 3,650 3,672 4,018 3,518 
PSP Intermediate 4, LLCPSP Intermediate 4, LLCTechnologyFirst Lien Senior Secured Term LoanEURIBOR + 6.25%, 9.7% Cash5/225/29892 828 764 0.1 %(3)(7)(8)(13)PSP Intermediate 4, LLCTechnologyFirst Lien Senior Secured Term LoanEURIBOR + 6.25%, 9.9% Cash5/225/29865 829 740 0.1 %(3)(7)(8)(10)(31)
First Lien Senior Secured Term LoanLIBOR + 6.25%, 11.8% Cash5/225/29865 845 798 0.1 %(3)(7)(8)(10)First Lien Senior Secured Term LoanSOFR + 6.25%, 11.7% Cash5/225/29866 846 797 0.1 %(3)(7)(8)(12)
1,757 1,673 1,562 1,731 1,675 1,537 
QPE7 SPV1 BidCo Pty LtdQPE7 SPV1 BidCo Pty LtdConsumer CyclicalFirst Lien Senior Secured Term LoanBBSY + 4.50%, 8.6% Cash9/219/261,836 1,968 1,786 0.1 %(3)(7)(8)(21)QPE7 SPV1 BidCo Pty LtdConsumer CyclicalFirst Lien Senior Secured Term LoanBBSY + 4.50%, 8.6% Cash9/219/261,780 1,969 1,736 0.1 %(3)(7)(8)(18)
1,836 1,968 1,786 1,780 1,969 1,736 
Qualified Industries, LLCQualified Industries, LLCConsumer CyclicalFirst Lien Senior Secured Term LoanSOFR + 5.75%, 11.0% Cash3/233/29606 589 590 — %(7)(8)(16)Qualified Industries, LLCConsumer CyclicalFirst Lien Senior Secured Term LoanSOFR + 5.75%, 11.2% Cash3/233/29603 586 588 — %(7)(8)(13)
RevolverSOFR + 5.75%, 11.0% Cash3/233/29— (7)(7)— %(7)(8)(16)RevolverSOFR + 5.75%, 11.2% Cash3/233/29— (7)(6)— %(7)(8)(13)(31)
Preferred Stock (148 shares)N/A3/23N/A144 152 — %(7)(34)Preferred Stock (148 shares)N/A3/23N/A144 156 — %(7)(30)
Common Stock (303,030 shares)N/A3/23N/A— — %(7)(34)Common Stock (303,030 shares)N/A3/23N/A49 — %(7)(30)
606 729 735 603 726 787 
Questel UniteQuestel UniteBusiness ServicesFirst Lien Senior Secured Term LoanLIBOR + 6.25%, 11.6% Cash12/2012/276,892 6,821 6,775 0.6 %(3)(7)(8)(10)Questel UniteBusiness ServicesFirst Lien Senior Secured Term LoanSOFR + 6.25%, 11.8% Cash12/2012/276,934 6,867 6,768 0.6 %(3)(7)(8)(13)
6,892 6,821 6,775 6,934 6,867 6,768 
R1 Holdings, LLCR1 Holdings, LLCTransportationFirst Lien Senior Secured Term LoanSOFR + 6.25%, 11.1% Cash12/2212/286,054 5,809 5,835 0.5 %(7)(8)(17)R1 Holdings, LLCTransportationFirst Lien Senior Secured Term LoanSOFR + 6.25%, 11.1% Cash12/2212/286,051 5,815 5,988 0.5 %(7)(8)(14)(31)
RevolverSOFR + 6.25%, 11.1% Cash12/2212/28126 61 69 — %(7)(8)(17)RevolverSOFR + 6.25%, 11.1% Cash12/2212/28126 63 110 — %(7)(8)(14)(31)
6,180 5,870 5,904 6,177 5,878 6,098 
RA Outdoors, LLCRA Outdoors, LLCHigh Tech IndustriesFirst Lien Senior Secured Term LoanSOFR + 6.75%, 12.3% Cash2/224/2612,917 12,658 12,659 1.0 %(7)(8)(16)(33)RA Outdoors, LLCHigh Tech IndustriesFirst Lien Senior Secured Term LoanSOFR + 6.75%, 12.0% Cash2/224/2612,917 12,658 12,723 1.1 %(7)(8)(13)(29)
RevolverSOFR + 6.75%, 12.3% Cash2/224/26— — (25)— %(7)(8)(16)(33)RevolverSOFR + 6.75%, 12.0% Cash2/224/26488 488 469 — %(7)(8)(13)(29)(31)
12,917 12,658 12,634 13,405 13,146 13,192 
Randys Holdings, Inc.Automobile ManufacturersFirst Lien Senior Secured Term LoanSOFR + 6.50%, 11.5% Cash11/2211/2813,171 12,719 12,761 1.1 %(7)(8)(16)
RevolverSOFR + 6.50%, 11.5% Cash11/2211/28352 302 308 — %(7)(8)(16)
Partnership Units (5,333 units)N/A11/22N/A533 572 — %(7)(34)
13,523 13,554 13,641 
Recovery Point Systems, Inc.TechnologyFirst Lien Senior Secured Term LoanSOFR + 6.00%, 11.1% Cash8/207/2611,471 11,340 11,471 0.9 %(7)(8)(16)
Partnership Equity (187,235 units)N/A3/21N/A187 191 — %(7)(34)
11,471 11,527 11,662 
26

Barings BDC, Inc.
Unaudited Consolidated Schedule of Investments — (Continued)
JuneSeptember 30, 2023
(Amounts in thousands, except share amounts)
Portfolio Company(6)
Portfolio Company(6)
Industry
Investment Type (1) (2)
InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
Portfolio Company(6)
Industry
Investment Type (1) (2)
InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
Randys Holdings, Inc.Randys Holdings, Inc.Automobile ManufacturersFirst Lien Senior Secured Term LoanSOFR + 6.50%, 11.8% Cash11/2211/28$13,138 $12,716 $12,772 1.1 %(7)(8)(13)(31)
RevolverSOFR + 6.50%, 11.8% Cash11/2211/28538 491 500 — %(7)(8)(13)(31)
Partnership Units (5,333 units)N/A11/22N/A533 566 — %(7)(30)
13,676 13,740 13,838 
Recovery Point Systems, Inc.Recovery Point Systems, Inc.TechnologyFirst Lien Senior Secured Term LoanSOFR + 6.00%, 11.4% Cash8/207/2611,442 11,320 11,442 1.0 %(7)(8)(13)
Partnership Equity (187,235 units)N/A3/21N/A187 125 — %(7)(30)
11,442 11,507 11,567 
Renovation Parent Holdings, LLCRenovation Parent Holdings, LLCHome FurnishingsFirst Lien Senior Secured Term LoanLIBOR + 5.50%, 10.8% Cash11/2111/27$4,782 $4,691 $4,189 0.3 %(7)(8)(10)Renovation Parent Holdings, LLCHome FurnishingsFirst Lien Senior Secured Term LoanSOFR + 5.50%, 11.0% Cash11/2111/274,769 4,684 4,173 0.3 %(7)(8)(13)
Partnership Equity (197,368.42 units)N/A11/21N/A197 70 — %(7)(34)Partnership Equity (197,368.42 units)N/A11/21N/A197 65 — %(7)(30)
4,782 4,888 4,259 4,769 4,881 4,238 
REP SEKO MERGER SUB LLCREP SEKO MERGER SUB LLCAir Freight & LogisticsFirst Lien Senior Secured Term LoanEURIBOR + 4.75%, 8.0% Cash6/2212/269,745 9,242 9,615 0.8 %(7)(8)(14)REP SEKO MERGER SUB LLCAir Freight & LogisticsFirst Lien Senior Secured Term LoanEURIBOR + 4.75%, 8.7% Cash6/2212/269,433 9,229 9,323 0.8 %(7)(8)(10)
First Lien Senior Secured Term LoanLIBOR + 4.75%, 9.9% Cash12/2012/261,437 1,406 1,410 0.1 %(7)(8)(9)First Lien Senior Secured Term LoanSOFR + 4.75%, 10.5% Cash12/2012/262,010 1,982 1,987 0.2 %(7)(8)(14)
11,182 10,648 11,025 11,443 11,211 11,310 
Resolute Investment Managers, Inc.Resolute Investment Managers, Inc.Banking, Finance, Insurance & Real EstateSecond Lien Senior Secured Term LoanLIBOR + 8.00%, 13.3% Cash2/224/255,081 5,107 3,119 0.3 %(8)(10)(33)Resolute Investment Managers, Inc.Banking, Finance, Insurance & Real EstateSecond Lien Senior Secured Term LoanSOFR + 8.00%, 13.6% Cash2/224/255,081 5,107 2,032 0.2 %(7)(8)(13)(29)
5,081 5,107 3,119 5,081 5,107 2,032 
Resonetics, LLCResonetics, LLCHealth Care EquipmentSecond Lien Senior Secured Term LoanLIBOR + 7.00%, 12.3% Cash4/214/294,011 3,946 3,898 0.3 %(7)(8)(10)Resonetics, LLCHealth Care EquipmentSecond Lien Senior Secured Term LoanSOFR + 7.00%, 12.7% Cash4/214/294,011 3,948 3,886 0.3 %(7)(8)(13)
4,011 3,946 3,898 4,011 3,948 3,886 
Rhondda Financing No. 1 DACRhondda Financing No. 1 DACFinance CompaniesStructured - Junior NoteN/A1/231/3313,418 13,094 14,753 1.2 %(3)(7)Rhondda Financing No. 1 DACFinance CompaniesStructured - Junior NoteN/A1/231/3321,718 22,283 20,129 1.7 %(3)(7)(31)
13,418 13,094 14,753 21,718 22,283 20,129 
Riedel Beheer B.V.Riedel Beheer B.V.Food & BeverageFirst Lien Senior Secured Term LoanEURIBOR + 6.25%, 9.8% Cash12/2112/282,263 2,252 2,104 0.2 %(3)(7)(8)(13)Riedel Beheer B.V.Food & BeverageFirst Lien Senior Secured Term LoanEURIBOR + 6.25%, 10.2% Cash12/2112/282,196 2,254 2,035 0.2 %(3)(7)(8)(10)
2,263 2,252 2,104 2,196 2,254 2,035 
Rock Labor LLCRock Labor LLCMedia: Diversified & ProductionFirst Lien Senior Secured Term LoanSOFR + 7.75%, 13.1% Cash9/239/296,620 6,423 6,422 0.5 %(7)(8)(12)
RevolverSOFR + 7.75%, 13.1% Cash9/239/29— (33)(33)— %(7)(8)(12)(31)
LLC Units (233,871 units)N/A9/23N/A1,252 1,251 0.1 %(7)(30)
6,620 7,642 7,640 
Royal Buyer, LLCRoyal Buyer, LLCIndustrial OtherFirst Lien Senior Secured Term LoanSOFR + 5.50%, 10.6% Cash8/228/286,525 6,381 6,407 0.5 %(7)(8)(16)Royal Buyer, LLCIndustrial OtherFirst Lien Senior Secured Term LoanSOFR + 5.50%, 10.9% Cash8/228/286,841 6,703 6,737 0.6 %(7)(8)(13)(31)
RevolverSOFR + 5.50%, 10.6% Cash8/228/28408 377 383 — %(7)(8)(16)RevolverSOFR + 5.50%, 10.9% Cash8/228/28408 378 387 — %(7)(8)(13)(31)
6,933 6,758 6,790 7,249 7,081 7,124 
RPX CorporationRPX CorporationResearch & Consulting ServicesFirst Lien Senior Secured Term LoanSOFR + 5.50%, 10.7% Cash10/2010/256,804 6,714 6,741 0.6 %(7)(8)(16)RPX CorporationResearch & Consulting ServicesFirst Lien Senior Secured Term LoanSOFR + 5.50%, 10.8% Cash10/2010/256,759 6,678 6,708 0.6 %(7)(8)(13)
6,804 6,714 6,741 6,759 6,678 6,708 
RTIC Subsidiary Holdings, LLCConsumer Goods: DurableFirst Lien Senior Secured Term LoanSOFR + 7.75%, 12.6% Cash2/229/259,145 9,145 8,441 0.7 %(7)(8)(15)(33)
RevolverSOFR + 7.75%, 12.6% Cash2/229/252,063 2,063 1,758 0.1 %(7)(8)(15)(33)
Class A Preferred Stock (145.347 shares)N/A2/22N/A— — %(7)(33)(34)
Class B Preferred Stock (145.347 shares)N/A2/22N/A— — — %(7)(33)(34)
Class C Preferred Stock (7,844.03 shares)N/A2/22N/A450 — — %(7)(33)(34)
Common Stock (153 shares)N/A2/22N/A— — — %(7)(33)(34)
11,208 11,662 10,199 
Ruffalo Noel Levitz, LLCMedia ServicesFirst Lien Senior Secured Term LoanLIBOR + 3.00%, 8.5% Cash1/197/259,397 9,397 9,209 0.8 %(7)(8)(10)
9,397 9,397 9,209 
Safety Products Holdings, LLCNon-durable Consumer GoodsFirst Lien Senior Secured Term LoanLIBOR + 6.00%, 11.5% Cash12/2012/2611,888 11,723 11,389 0.9 %(7)(8)(10)
Preferred Stock (372.1 shares)N/A12/20N/A372 455 — %(7)(34)
11,888 12,095 11,844 
27

Barings BDC, Inc.
Unaudited Consolidated Schedule of Investments — (Continued)
JuneSeptember 30, 2023
(Amounts in thousands, except share amounts)
Portfolio Company(6)
Portfolio Company(6)
Industry
Investment Type (1) (2)
InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
Portfolio Company(6)
Industry
Investment Type (1) (2)
InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
RTIC Subsidiary Holdings, LLCRTIC Subsidiary Holdings, LLCConsumer Goods: DurableFirst Lien Senior Secured Term LoanSOFR + 7.75%, 13.0% Cash2/229/25$9,011 $9,011 $8,695 0.7 %(7)(8)(13)(29)
RevolverSOFR + 7.75%, 13.0% Cash2/229/252,063 2,063 1,925 0.2 %(7)(8)(13)(29)(31)
Class A
Preferred Stock
 (145.347 shares)
N/A2/22N/A— — %(7)(29)(30)
Class B
Preferred Stock (145.347 shares)
N/A2/22N/A— — — %(7)(29)(30)
Class C
Preferred Stock (7,844.03 shares)
N/A2/22N/A450 38 — %(7)(29)(30)
Common Stock (153 shares)N/A2/22N/A— — — %(7)(29)(30)
11,074 11,528 10,658 
Ruffalo Noel Levitz, LLCRuffalo Noel Levitz, LLCMedia ServicesFirst Lien Senior Secured Term LoanSOFR + 3.00%, 8.4% Cash, 4.0% PIK1/197/259,490 9,490 9,111 0.8 %(7)(8)(13)
9,490 9,490 9,111 
Safety Products Holdings, LLCSafety Products Holdings, LLCNon-durable Consumer GoodsFirst Lien Senior Secured Term LoanSOFR + 6.00%, 11.6% Cash12/2012/2611,858 11,703 11,443 1.0 %(7)(8)(13)
Preferred Stock (378.7 shares)N/A12/20N/A379 445 — %(7)(30)
11,858 12,082 11,888 
Sanoptis S.A.R.L.Sanoptis S.A.R.L.Healthcare & PharmaceuticalsFirst Lien Senior Secured Term LoanEURIBOR + 5.50%, 8.6% Cash6/227/29$1,614 $1,431 $1,555 0.1 %(3)(7)(8)(14)Sanoptis S.A.R.L.Healthcare & PharmaceuticalsFirst Lien Senior Secured Term LoanEURIBOR + 5.25%, 8.8% Cash6/227/292,422 2,212 2,298 0.2 %(3)(7)(8)(10)(31)
First Lien Senior Secured Term LoanSARON + 5.50%, 6.9% Cash6/227/292,686 2,466 2,619 0.2 %(3)(7)(8)(28)First Lien Senior Secured Term LoanSARON + 5.25%, 7.0% Cash6/227/293,198 3,063 3,099 0.3 %(3)(7)(8)(25)
4,300 3,897 4,174 5,620 5,275 5,397 
SBP Holdings LPSBP Holdings LPIndustrial OtherFirst Lien Senior Secured Term LoanSOFR + 6.75%, 12.0% Cash3/233/2812,435 11,969 11,991 1.0 %(7)(8)(16)SBP Holdings LPIndustrial OtherFirst Lien Senior Secured Term LoanSOFR + 6.75%, 12.1% Cash3/233/2813,085 12,640 12,682 1.1 %(7)(8)(13)(31)
RevolverSOFR + 6.75%, 12.0% Cash3/233/28— (36)(34)— %(7)(8)(16)RevolverSOFR + 6.75%, 12.1% Cash3/233/28— (34)(30)— %(7)(8)(13)(31)
12,435 11,933 11,957 13,085 12,606 12,652 
Scaled Agile, Inc.Scaled Agile, Inc.Research & Consulting ServicesFirst Lien Senior Secured Term LoanSOFR + 5.25%, 10.6% Cash12/2112/281,811 1,782 1,790 0.1 %(7)(8)(16)Scaled Agile, Inc.Research & Consulting ServicesFirst Lien Senior Secured Term LoanSOFR + 5.50%, 11.0% Cash12/2112/281,806 1,780 1,764 0.1 %(7)(8)(13)(31)
RevolverSOFR + 5.25%, 10.6% Cash12/2112/28— (5)(3)— %(7)(8)(16)RevolverSOFR + 5.50%, 11.0% Cash12/2112/28— (5)(7)— %(7)(8)(13)(31)
1,811 1,777 1,787 1,806 1,775 1,757 
Scout Bidco B.V.Scout Bidco B.V.Diversified ManufacturingFirst Lien Senior Secured Term LoanEURIBOR + 5.50%, 9.3% Cash5/225/293,383 3,348 3,271 0.3 %(3)(7)(8)(10)
Scout Bidco B.V.Diversified ManufacturingFirst Lien Senior Secured Term LoanEURIBOR + 5.50%, 8.7% Cash5/223/292,920 2,761 2,912 0.2 %(3)(7)(8)(14)First Lien Senior Secured Term LoanSOFR + 6.00%, 11.3% Cash8/235/29443 443 428 — %(3)(7)(8)(13)
RevolverEURIBOR + 5.50%, 8.7% Cash5/223/29— (22)(2)— %(3)(7)(8)(14)RevolverEURIBOR + 5.50%, 9.3% Cash5/225/29— (21)(34)— %(3)(7)(8)(10)(31)
2,920 2,739 2,910 3,826 3,770 3,665 
Sereni Capital NVSereni Capital NVConsumer CyclicalFirst Lien Senior Secured Term LoanEURIBOR + 6.00%, 9.8% Cash5/2211/28477 441 465 — %(3)(7)(8)(14)Sereni Capital NVConsumer CyclicalFirst Lien Senior Secured Term LoanEURIBOR + 6.25%, 10.0% Cash5/225/29486 480 474 — %(3)(7)(8)(11)
First Lien Senior Secured Term LoanEURIBOR + 6.00%, 9.8% Cash5/225/29501 480 488 — %(3)(7)(8)(14)First Lien Senior Secured Term LoanEURIBOR + 6.25%, 10.3% Cash5/225/29463 441 452 — %(3)(7)(8)(11)
First Lien Senior Secured Term LoanEURIBOR + 6.50%, 10.4% Cash5/2211/28912 868 871 0.1 %(3)(7)(8)(14)First Lien Senior Secured Term LoanEURIBOR + 6.25%, 10.6% Cash5/225/29885 870 849 0.1 %(3)(7)(8)(11)(31)
1,890 1,789 1,824 1,834 1,791 1,775 
Serta Simmons Bedding LLCSerta Simmons Bedding LLCHome FurnishingsFirst Lien Senior Secured Term LoanSOFR + 7.50%, 12.7% Cash6/236/288,257 8,174 8,257 0.7 %(7)(8)(16)Serta Simmons Bedding LLCHome FurnishingsFirst Lien Senior Secured Term LoanSOFR + 7.50%, 12.9% Cash6/236/2834 29 34 — %(8)(13)
Common Stock (109,127 shares)N/A6/23N/A— 1,630 1,630 0.1 %(7)(34)Common Stock (109,127 shares)N/A6/23N/A1,630 1,519 0.1 %(7)(30)
8,257 9,804 9,887 34 1,659 1,553 
Shelf Bidco Ltd.Shelf Bidco Ltd.Other FinancialFirst Lien Senior Secured Term LoanSOFR + 6.00%, 11.2% Cash12/221/3034,800 33,772 33,798 2.8 %(3)(7)(8)(16)Shelf Bidco Ltd.Other FinancialFirst Lien Senior Secured Term LoanSOFR + 6.00%, 11.7% Cash12/221/3034,800 33,800 33,836 2.8 %(3)(7)(8)(13)
Common Stock (1,200,000 shares)N/A12/22N/A1,200 1,200 0.1 %(3)(7)(34)Common Stock (1,200,000 shares)N/A12/22N/A1,200 1,140 0.1 %(3)(7)(30)
34,800 34,972 34,998 34,800 35,000 34,976 
SISU ACQUISITIONCO., INC.Aerospace & DefenseFirst Lien Senior Secured Term LoanLIBOR + 5.50%, 11.0% Cash12/2012/266,903 6,816 6,862 0.6 %(7)(8)(10)
6,903 6,816 6,862 
SMART Financial Operations, LLCBanking, Finance, Insurance & Real EstatePreferred Stock (1,000,000 shares)N/A2/22N/A— 110 — %(7)(33)(34)
— 110 
Smartling, Inc.TechnologyFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 10.9% Cash11/2111/2715,650 15,413 15,369 1.3 %(7)(8)(9)
RevolverLIBOR + 5.75%, 10.9% Cash11/2111/27— (17)(21)— %(7)(8)(9)
15,650 15,396 15,348 
Smile Brands Group Inc.Health Care ServicesFirst Lien Senior Secured Term LoanSOFR + 4.50%, 9.6% Cash10/1810/254,513 4,502 4,134 0.3 %(7)(8)(16)
First Lien Senior Secured Term LoanSOFR + 4.50%, 9.6% Cash12/2010/25611 606 559 — %(7)(8)(16)
5,124 5,108 4,693 
SN BUYER, LLCHealth Care ServicesFirst Lien Senior Secured Term LoanSOFR + 5.75%, 10.9% Cash12/2012/2611,129 10,990 10,956 0.9 %(7)(8)(16)
11,129 10,990 10,956 
Soho Square III Debtco II SARLDiversified Capital MarketsFirst Lien Senior Secured Term Loan9.5% PIK10/2210/278,626 7,844 8,606 0.7 %(3)(7)
8,626 7,844 8,606 
28

Barings BDC, Inc.
Unaudited Consolidated Schedule of Investments — (Continued)
JuneSeptember 30, 2023
(Amounts in thousands, except share amounts)
Portfolio Company(6)
Portfolio Company(6)
Industry
Investment Type (1) (2)
InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
Portfolio Company(6)
Industry
Investment Type (1) (2)
InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
Sinari InvestSinari InvestTechnologyFirst Lien Senior Secured Term LoanEURIBOR + 6.00%, 9.9% Cash7/237/30$1,728 $1,727 $1,663 0.1 %(3)(7)(8)(11)(31)
1,728 1,727 1,663 
SISU ACQUISITIONCO., INC.SISU ACQUISITIONCO., INC.Aerospace & DefenseFirst Lien Senior Secured Term LoanSOFR + 5.25%, 10.6% Cash12/2012/266,885 6,805 6,837 0.6 %(7)(8)(12)
6,885 6,805 6,837 
SMART Financial Operations, LLCSMART Financial Operations, LLCBanking, Finance, Insurance & Real EstatePreferred Stock (1,000,000 shares)N/A2/22N/A— 1,400 0.1 %(7)(29)(30)
— 1,400 
Smartling, Inc.Smartling, Inc.TechnologyFirst Lien Senior Secured Term LoanSOFR + 5.75%, 11.2% Cash11/2111/2715,571 15,346 15,458 1.3 %(7)(8)(12)
RevolverSOFR + 5.75%, 11.2% Cash11/2111/27— (16)(9)— %(7)(8)(12)(31)
15,571 15,330 15,449 
SmartShift Group, Inc.SmartShift Group, Inc.TechnologyFirst Lien Senior Secured Term LoanSOFR + 6.25%, 11.7% Cash9/239/299,633 9,313 9,306 0.8 %(7)(8)(13)(31)
RevolverSOFR + 6.25%, 11.7% Cash9/239/29— (41)(41)— %(7)(8)(13)(31)
Common Stock (275 shares)N/A9/23N/A275 275 — %(7)(30)
9,633 9,547 9,540 
Smile Brands Group Inc.Smile Brands Group Inc.Health Care ServicesFirst Lien Senior Secured Term LoanSOFR + 4.50%, 10.0% Cash10/1810/254,513 4,504 4,138 0.3 %(7)(8)(13)
First Lien Senior Secured Term LoanSOFR + 4.50%, 10.0% Cash12/2010/25611 607 560 — %(7)(8)(13)
5,124 5,111 4,698 
SN BUYER, LLCSN BUYER, LLCHealth Care ServicesFirst Lien Senior Secured Term LoanSOFR + 5.75%, 11.2% Cash12/2012/2611,129 10,999 10,996 0.9 %(7)(8)(13)
11,129 10,999 10,996 
Soho Square III Debtco II SARLSoho Square III Debtco II SARLDiversified Capital MarketsFirst Lien Senior Secured Term Loan9.5% PIK10/2210/274,308 4,109 4,297 0.4 %(3)(7)(31)
4,308 4,109 4,297 
Solo Buyer, L.P.Solo Buyer, L.P.TechnologyFirst Lien Senior Secured Term LoanSOFR + 6.25%, 11.4% Cash12/2212/29$15,567 $15,201 $15,231 1.3 %(7)(8)(16)Solo Buyer, L.P.TechnologyFirst Lien Senior Secured Term LoanSOFR + 6.25%, 11.7% Cash12/2212/2915,528 15,172 15,094 1.3 %(7)(8)(13)
RevolverSOFR + 6.25%, 11.4% Cash12/2212/28399 354 356 — %(7)(8)(16)RevolverSOFR + 6.25%, 11.7% Cash12/2212/28399 356 343 — %(7)(8)(13)(31)
Partnership Units (516,399 units)N/A12/22N/A516 479 — %(7)(34)Partnership Units (516,399 units)N/A12/22N/A516 380 — %(7)(30)
15,966 16,071 16,066 15,927 16,044 15,817 
Sound Point CLO XX, Ltd.Sound Point CLO XX, Ltd.Multi-Sector HoldingsSubordinated Structured NotesResidual Interest, current yield 8.00%2/227/314,489 2,049 722 0.1 %(3)(33)Sound Point CLO XX, Ltd.Multi-Sector HoldingsSubordinated Structured NotesResidual Interest, current yield 0.00%2/227/314,489 1,948 871 0.1 %(3)(29)
4,489 2,049 722 4,489 1,948 871 
Sparus Holdings, LLC
(f/k/a Sparus Holdings, Inc.)
Sparus Holdings, LLC
(f/k/a Sparus Holdings, Inc.)
Other UtilityFirst Lien Senior Secured Term LoanSOFR + 5.00%, 10.2% Cash11/223/271,930 1,885 1,889 0.2 %(7)(8)(16)Sparus Holdings, LLC
(f/k/a Sparus Holdings, Inc.)
Other UtilityFirst Lien Senior Secured Term LoanSOFR + 5.00%, 10.4% Cash11/223/271,926 1,883 1,890 0.2 %(7)(8)(13)(31)
RevolverPrime + 4.00%, 12.3% Cash11/223/2759 56 56 — %(7)(8)(30)RevolverSOFR + 5.00%, 10.3% Cash11/223/2759 56 56 — %(7)(8)(13)(31)
1,989 1,941 1,945 1,985 1,939 1,946 
Spatial Business Systems LLCSpatial Business Systems LLCElectricFirst Lien Senior Secured Term LoanSOFR + 5.00%, 10.1% Cash10/2210/286,079 5,776 5,823 0.5 %(7)(8)(15)Spatial Business Systems LLCElectricFirst Lien Senior Secured Term LoanSOFR + 5.00%, 10.3% Cash10/2210/2811,688 11,399 11,461 1.0 %(7)(8)(12)(31)
RevolverSOFR + 5.00%, 10.1% Cash10/2210/28— (31)(26)— %(7)(8)(15)RevolverSOFR + 5.00%, 10.3% Cash10/2210/28— (29)(24)— %(7)(8)(12)(31)
6,079 5,745 5,797 11,688 11,370 11,437 
Springbrook Software (SBRK Intermediate, Inc.)Springbrook Software (SBRK Intermediate, Inc.)Enterprise Software & ServicesFirst Lien Senior Secured Term LoanSOFR + 5.75%, 11.0% Cash12/1912/2620,821 20,585 20,497 1.7 %(7)(8)(16)Springbrook Software (SBRK Intermediate, Inc.)Enterprise Software & ServicesFirst Lien Senior Secured Term LoanSOFR + 5.75%, 11.1% Cash12/1912/2613,768 13,609 13,727 1.1 %(7)(8)(13)
First Lien Senior Secured Term LoanSOFR + 6.50%, 11.7% Cash12/2212/262,805 2,755 2,758 0.2 %(7)(8)(17)First Lien Senior Secured Term LoanSOFR + 6.50%, 11.9% Cash12/2212/262,805 2,758 2,805 0.2 %(7)(8)(13)
23,626 23,340 23,255 16,573 16,367 16,532 
SSCP Pegasus Midco LimitedSSCP Pegasus Midco LimitedHealthcare & PharmaceuticalsFirst Lien Senior Secured Term LoanSONIA + 6.50%, 11.0% Cash12/2011/272,585 2,581 2,556 0.2 %(3)(7)(8)(19)SSCP Pegasus Midco LimitedHealthcare & PharmaceuticalsFirst Lien Senior Secured Term LoanSONIA + 6.00%, 11.3% Cash12/2011/273,271 3,409 3,261 0.3 %(3)(7)(8)(16)(31)
2,585 2,581 2,556 3,271 3,409 3,261 
Starnmeer B.V.TechnologyFirst Lien Senior Secured Term LoanSOFR + 6.00%, 11.3% Cash10/214/272,500 2,472 2,484 0.2 %(3)(7)(8)(16)
2,500 2,472 2,484 
Superjet Buyer, LLCTechnologyFirst Lien Senior Secured Term LoanSOFR + 5.75%, 11.0% Cash12/2112/2712,977 12,772 12,847 1.1 %(7)(8)(16)
RevolverSOFR + 5.75%, 11.0% Cash12/2112/27(28)(18)— %(7)(8)(16)
12,977 12,744 12,829 
Syniverse Holdings, Inc.Technology DistributorsSeries A Preferred Equity (7,575,758 units)12.5% PIK5/22N/A8,451 8,219 0.7 %(7)
8,451 8,219 
Syntax Systems LtdTechnologyFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 10.9% Cash11/2110/282,007 1,989 1,842 0.2 %(3)(7)(8)(9)
RevolverLIBOR + 5.75%, 10.9% Cash11/2110/28674 667 632 0.1 %(3)(7)(8)(9)
2,681 2,656 2,474 
TA SL Cayman Aggregator Corp.TechnologySubordinated Term Loan7.8% PIK7/217/282,302 2,273 2,242 0.2 %(7)
Common Stock (1,589 shares)N/A7/21N/A50 65 — %(7)(34)
2,302 2,323 2,307 
Tank Holding CorpMetal & Glass ContainersFirst Lien Senior Secured Term LoanSOFR + 5.75%, 11.0% Cash3/223/288,016 7,867 7,687 0.6 %(7)(8)(15)
First Lien Senior Secured Term LoanSOFR + 6.00%, 11.2% Cash5/233/282,153 2,062 2,061 0.2 %(7)(8)(15)
RevolverSOFR + 5.75%, 11.0% Cash3/223/28655 639 619 0.1 %(7)(8)(15)
10,824 10,568 10,367 
Tanqueray Bidco LimitedTechnologyFirst Lien Senior Secured Term LoanSONIA + 6.25%, 10.4% Cash11/2211/291,725 1,494 1,663 0.1 %(3)(7)(8)(19)
1,725 1,494 1,663 
29

Barings BDC, Inc.
Unaudited Consolidated Schedule of Investments — (Continued)
JuneSeptember 30, 2023
(Amounts in thousands, except share amounts)
Portfolio Company(6)
Portfolio Company(6)
Industry
Investment Type (1) (2)
InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
Portfolio Company(6)
Industry
Investment Type (1) (2)
InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
Starnmeer B.V.Starnmeer B.V.TechnologyFirst Lien Senior Secured Term LoanSOFR + 6.00%, 11.3% Cash10/214/27$2,500 $2,474 $2,487 0.2 %(3)(7)(8)(14)
2,500 2,474 2,487 
Superjet Buyer, LLCSuperjet Buyer, LLCTechnologyFirst Lien Senior Secured Term LoanSOFR + 5.50%, 11.2% Cash12/2112/2712,944 12,749 12,836 1.1 %(7)(8)(13)
RevolverSOFR + 5.50%, 11.2% Cash12/2112/27456 430 441 — %(7)(8)(13)(31)
13,400 13,179 13,277 
Syniverse Holdings, Inc.Syniverse Holdings, Inc.Technology Distributors
Series A Preferred Equity
(7,575,758 units)
12.5% PIK5/22N/A8,451 8,518 0.7 %(7)
8,451 8,518 
Syntax Systems LtdSyntax Systems LtdTechnologyFirst Lien Senior Secured Term LoanSOFR + 5.75%, 11.2% Cash11/2110/282,002 1,987 1,896 0.2 %(3)(7)(8)(12)(31)
RevolverSOFR + 5.75%, 11.2% Cash11/2110/28674 668 647 0.1 %(3)(7)(8)(12)(31)
2,676 2,655 2,543 
TA SL Cayman Aggregator Corp.TA SL Cayman Aggregator Corp.TechnologySubordinated Term Loan7.8% PIK7/217/282,447 2,419 2,385 0.2 %(7)
Common Stock (1,589 shares)N/A7/21N/A50 69 — %(7)(30)
2,447 2,469 2,454 
Tank Holding CorpTank Holding CorpMetal & Glass ContainersFirst Lien Senior Secured Term LoanSOFR + 5.75%, 11.2% Cash3/223/288,003 7,861 7,811 0.7 %(7)(8)(12)
First Lien Senior Secured Term LoanSOFR + 6.00%, 11.4% Cash5/233/282,148 2,061 2,102 0.2 %(7)(8)(12)(31)
RevolverSOFR + 5.75%, 11.2% Cash3/223/28684 669 663 0.1 %(7)(8)(12)(31)
10,835 10,591 10,576 
Tanqueray Bidco LimitedTanqueray Bidco LimitedTechnologyFirst Lien Senior Secured Term LoanSONIA + 6.25%, 11.2% Cash11/2211/291,656 1,498 1,603 0.1 %(3)(7)(8)(16)(31)
1,656 1,498 1,603 
Team Air Distributing, LLCTeam Air Distributing, LLCConsumer CyclicalSubordinated Term Loan12% Cash5/255/28$600 $588 $588 — %(7)Team Air Distributing, LLCConsumer CyclicalSubordinated Term Loan12.0% Cash5/235/28600 588 589 — %(7)
Partnership Equity (400,000 units)N/A5/25N/A400 392 — %(7)(34)Partnership Equity (400,000 units)N/A5/23N/A400 401 — %(7)(30)
600 988 980 600 988 990 
Team Car Care, LLCTeam Car Care, LLCAutomotiveFirst Lien Senior Secured Term LoanLIBOR + 7.50%, 12.7% Cash2/226/2411,715 11,715 11,633 1.0 %(7)(8)(10)(33)Team Car Care, LLCAutomotiveFirst Lien Senior Secured Term LoanSOFR + 7.50%, 13.0% Cash2/2212/2410,650 10,650 10,565 0.9 %(7)(8)(13)(29)
11,715 11,715 11,633 10,650 10,650 10,565 
Team Services GroupTeam Services GroupServices: ConsumerFirst Lien Senior Secured Term LoanLIBOR + 5.00%, 10.3% Cash2/2212/279,787 9,787 9,461 0.8 %(8)(10)(33)Team Services GroupServices: ConsumerFirst Lien Senior Secured Term LoanSOFR + 5.00%, 10.9% Cash2/2212/279,762 9,762 9,543 0.8 %(8)(14)(29)
Second Lien Senior Secured Term LoanLIBOR + 9.00%, 14.3% Cash2/2212/285,000 4,975 4,650 0.4 %(8)(10)(33)Second Lien Senior Secured Term LoanSOFR + 9.00%, 14.9% Cash2/2212/285,000 4,975 4,500 0.4 %(7)(8)(14)(29)
14,787 14,762 14,111 14,762 14,737 14,043 
Techone B.V.Techone B.V.TechnologyFirst Lien Senior Secured Term LoanEURIBOR + 5.50%, 9.0% Cash11/2111/283,834 3,794 3,749 0.3 %(3)(7)(8)(13)Techone B.V.TechnologyFirst Lien Senior Secured Term LoanEURIBOR + 5.50%, 9.4% Cash11/2111/283,720 3,798 3,647 0.3 %(3)(7)(8)(10)
RevolverEURIBOR + 5.50%, 9.0% Cash11/215/28207 189 196 — %(3)(7)(8)(13)RevolverEURIBOR + 5.50%, 9.4% Cash11/215/28201 189 191 — %(3)(7)(8)(10)(31)
4,041 3,983 3,945 3,921 3,987 3,838 
Tencarva Machinery Company, LLCTencarva Machinery Company, LLCCapital EquipmentFirst Lien Senior Secured Term LoanLIBOR + 5.00%, 10.5% Cash12/2112/276,280 6,195 6,227 0.5 %(7)(8)(11)Tencarva Machinery Company, LLCCapital EquipmentFirst Lien Senior Secured Term LoanSOFR + 5.50%, 10.7% Cash12/2112/276,264 6,183 6,220 0.5 %(7)(8)(13)
RevolverLIBOR + 5.00%, 10.5% Cash12/2112/27— (15)(10)— %(7)(8)(11)RevolverSOFR + 5.50%, 10.7% Cash12/2112/27— (14)(8)— %(7)(8)(13)(31)
6,280 6,180 6,217 6,264 6,169 6,212 
Terrybear, Inc.Terrybear, Inc.Consumer ProductsSubordinated Term Loan10.0% Cash, 4.0% PIK4/224/28269 264 261 — %(7)Terrybear, Inc.Consumer ProductsSubordinated Term Loan10.0% Cash, 4.0% PIK4/224/28271 267 264 — %(7)
Partnership Equity (24,358.97 units)N/A4/22N/A239 158 — %(7)(34)Partnership Equity (24,358.97 units)N/A4/22N/A239 141 — %(7)(30)
269 503 419 271 506 405 
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)Brokerage, Asset Managers & ExchangesFirst Lien Senior Secured Term LoanSOFR + 4.25%, 9.4% Cash10/2112/27834 781 834 0.1 %(7)(8)(16)
RevolverSOFR+ 4.25%, 9.4% Cash10/2112/27— (11)— — %(7)(8)(16)
Subordinated Term LoanLIBOR + 7.75%, 12.9% Cash10/2110/283,477 3,423 3,447 0.3 %(7)(8)(11)
4,311 4,193 4,281 
The Cleaver-Brooks Company, Inc.Capital EquipmentFirst Lien Senior Secured Term LoanSOFR + 5.50%, 10.7% Cash7/227/2817,796 17,485 17,552 1.5 %(7)(8)(15)
RevolverSOFR + 5.50%, 10.7% Cash7/227/28— (55)(44)— %(7)(8)(15)
Subordinated Term Loan11.0% PIK7/227/296,144 6,031 6,049 0.5 %(7)
23,940 23,461 23,557 
The Hilb Group, LLCInsurance BrokerageFirst Lien Senior Secured Term LoanSOFR + 5.75%, 11.0% Cash12/1912/2621,921 21,598 21,586 1.8 %(7)(8)(15)
21,921 21,598 21,586 
The Octave Music Group, Inc.Media: Diversified & ProductionSecond Lien Senior Secured Term LoanSOFR + 7.50%, 12.4% Cash4/224/3012,522 12,301 12,376 1.0 %(7)(8)(16)
Partnership Equity (676,880.98 units)N/A4/22N/A677 1,200 0.1 %(7)(34)
12,522 12,978 13,576 
Total Safety U.S. Inc.Diversified Support ServicesFirst Lien Senior Secured Term LoanLIBOR + 6.00%, 11.2% Cash11/198/256,035 5,929 5,727 0.5 %(8)(10)
First Lien Senior Secured Term LoanLIBOR + 6.00%, 11.5% Cash, 5.0% PIK7/228/253,642 3,642 3,642 0.3 %(7)(8)(10)
9,677 9,571 9,369 
30

Barings BDC, Inc.
Unaudited Consolidated Schedule of Investments — (Continued)
JuneSeptember 30, 2023
(Amounts in thousands, except share amounts)
Portfolio Company(6)
Portfolio Company(6)
Industry
Investment Type (1) (2)
InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
Portfolio Company(6)
Industry
Investment Type (1) (2)
InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)Brokerage, Asset Managers & ExchangesFirst Lien Senior Secured Term LoanSOFR + 4.25%, 9.8% Cash10/2112/27$832 $782 $832 0.1 %(7)(8)(13)(31)
RevolverSOFR+ 4.25%, 9.8% Cash10/2112/27— (10)— — %(7)(8)(13)(31)
Subordinated Term LoanSOFR + 7.75%, 12.9% Cash10/2112/273,477 3,425 3,452 0.3 %(7)(8)(14)
4,309 4,197 4,284 
The Cleaver-Brooks Company, Inc.The Cleaver-Brooks Company, Inc.Capital EquipmentFirst Lien Senior Secured Term LoanSOFR + 5.75%, 11.2% Cash7/227/2816,680 16,400 16,613 1.4 %(7)(8)(12)
RevolverSOFR + 5.75%, 11.2% Cash7/227/28— (52)(13)— %(7)(8)(12)(31)
Subordinated Term Loan12.5% PIK7/227/294,788 4,709 4,724 0.4 %(7)
21,468 21,057 21,324 
The Hilb Group, LLCThe Hilb Group, LLCInsurance BrokerageFirst Lien Senior Secured Term LoanSOFR + 5.75%, 11.2% Cash12/1912/2614,243 14,042 14,102 1.2 %(7)(8)(12)(31)
14,243 14,042 14,102 
The Octave Music Group, Inc.The Octave Music Group, Inc.Media: Diversified & ProductionSecond Lien Senior Secured Term LoanSOFR + 7.50%, 12.9% Cash4/224/3012,522 12,307 12,397 1.0 %(7)(8)(13)
Partnership Equity (676,880.98 units)N/A4/22N/A677 1,212 0.1 %(7)(30)
12,522 12,984 13,609 
Total Safety U.S. Inc.Total Safety U.S. Inc.Diversified Support ServicesFirst Lien Senior Secured Term LoanSOFR + 6.00%, 11.7% Cash11/198/255,852 5,762 5,539 0.5 %(8)(13)
First Lien Senior Secured Term LoanSOFR + 6.00%, 11.7% Cash, 5.0% PIK7/228/253,679 3,679 3,679 0.3 %(7)(8)(13)
9,531 9,441 9,218 
Trader CorporationTrader CorporationTechnologyFirst Lien Senior Secured Term LoanCDOR + 6.75%, 12.0% Cash12/2212/29$4,699 $4,445 $4,602 0.4 %(3)(7)(8)(24)Trader CorporationTechnologyFirst Lien Senior Secured Term LoanCDOR + 6.75%, 12.1% Cash12/2212/294,588 4,437 4,542 0.4 %(3)(7)(8)(21)
RevolverCDOR + 6.75%, 12.0% Cash12/2212/28— (8)(7)— %(3)(7)(8)(24)RevolverCDOR + 6.75%, 12.1% Cash12/2212/28— (7)(3)— %(3)(7)(8)(21)(31)
4,699 4,437 4,595 4,588 4,430 4,539 
Transit Technologies LLCTransit Technologies LLCSoftwareFirst Lien Senior Secured Term LoanSOFR + 4.75%, 9.8% Cash2/202/256,035 5,998 6,035 0.5 %(7)(8)(17)Transit Technologies LLCSoftwareFirst Lien Senior Secured Term LoanSOFR + 4.75%, 9.8% Cash2/202/256,035 6,004 6,035 0.5 %(7)(8)(13)
6,035 5,998 6,035 6,035 6,004 6,035 
Transportation Insight, LLCTransportation Insight, LLCAir Freight & LogisticsFirst Lien Senior Secured Term LoanLIBOR + 4.25%, 9.6% Cash8/1812/2411,171 11,142 10,858 0.9 %(7)(8)(11)Transportation Insight, LLCAir Freight & LogisticsFirst Lien Senior Secured Term LoanSOFR + 4.50%, 9.9% Cash8/1812/2411,142 11,118 10,562 0.9 %(7)(8)(14)
11,171 11,142 10,858 11,142 11,118 10,562 
Trident Maritime Systems, Inc.Trident Maritime Systems, Inc.Aerospace & DefenseFirst Lien Senior Secured Term LoanLIBOR + 5.50%, 11.0% Cash2/212/2714,698 14,551 14,375 1.2 %(7)(8)(10)Trident Maritime Systems, Inc.Aerospace & DefenseFirst Lien Senior Secured Term LoanSOFR + 5.50%, 11.0% Cash2/212/2714,662 14,529 13,255 1.1 %(7)(8)(13)
14,698 14,551 14,375 14,662 14,529 13,255 
Trintech, Inc.Trintech, Inc.TechnologyFirst Lien Senior Secured Term LoanSOFR + 6.50%, 11.8% Cash7/237/296,964 6,760 6,755 0.6 %(7)(8)(12)
RevolverSOFR + 6.50%, 11.8% Cash7/237/29153 137 137 — %(7)(8)(12)(31)
7,117 6,897 6,892 
Truck-Lite Co., LLCTruck-Lite Co., LLCAutomotive Parts & EquipmentFirst Lien Senior Secured Term LoanSOFR + 6.25%, 11.7% Cash12/1912/2619,250 18,978 18,993 1.6 %(7)(8)(16)Truck-Lite Co., LLCAutomotive Parts & EquipmentFirst Lien Senior Secured Term LoanSOFR + 6.25%, 12.1% Cash12/1912/2619,207 18,951 18,983 1.6 %(7)(8)(13)
19,250 18,978 18,993 19,207 18,951 18,983 
True Religion Apparel, Inc.True Religion Apparel, Inc.RetailPreferred Unit (2.8 units)N/A2/22N/A— — — %(7)(33)(34)True Religion Apparel, Inc.Retail
Preferred Unit
(2.8 units)
N/A2/22N/A— — — %(7)(29)(30)
Common Stock (2.71 shares)N/A2/22N/A— — — %(7)(33)(34)Common Stock (2.71 shares)N/A2/22N/A— — — %(7)(29)(30)
— — — — 
Trystar, LLCTrystar, LLCPower Distribution SolutionsFirst Lien Senior Secured Term LoanSOFR + 5.50%, 10.8% Cash5/239/276,908 6,740 6,735 0.6 %(7)(8)(17)Trystar, LLCPower Distribution SolutionsFirst Lien Senior Secured Term LoanSOFR + 5.50%, 10.9% Cash5/239/276,908 6,748 6,758 0.6 %(7)(8)(13)
Class A LLC Units (440.97 units)N/A9/18N/A481 1,101 0.1 %(7)Class A LLC Units (440.97 units)N/A9/18N/A481 1,192 0.1 %(7)
6,908 7,221 7,836 6,908 7,229 7,950 
TSYL Corporate Buyer, Inc.TechnologyFirst Lien Senior Secured Term LoanSOFR + 4.75%, 10.7% Cash12/2212/28636 593 598 — %(7)(8)(16)
RevolverSOFR + 4.75%, 10.7% Cash12/2212/28— (3)(3)— %(7)(8)(16)
Partnership Units (4,673 units)N/A12/22N/A— %(7)(34)
636 595 599 
Turbo Buyer, Inc.Finance CompaniesFirst Lien Senior Secured Term LoanSOFR + 6.00%, 11.6% Cash11/2112/258,298 8,176 8,134 0.7 %(7)(8)(16)
8,298 8,176 8,134 
Turnberry Solutions, Inc.Consumer CyclicalFirst Lien Senior Secured Term LoanSOFR + 5.75%, 10.9% Cash7/219/264,949 4,884 4,894 0.4 %(7)(8)(16)
4,949 4,884 4,894 
UKFast Leaders LimitedTechnologyFirst Lien Senior Secured Term LoanSONIA + 4.50%, 4.5% Cash, 3.4% PIK9/209/2711,755 11,660 10,474 0.9 %(3)(7)(8)(19)
11,755 11,660 10,474 
Union Bidco LimitedHealthcareFirst Lien Senior Secured Term LoanSONIA + 6.00%, 11.2% Cash6/226/29932 872 872 0.1 %(3)(7)(8)(19)
932 872 872 
United Therapy Holding III GmbHHealthcareFirst Lien Senior Secured Term LoanEURIBOR + 5.75%, 7.2% Cash4/223/291,779 1,700 1,443 0.1 %(3)(7)(8)(14)
1,779 1,700 1,443 
Unither (Uniholding)Pharma-ceuticalsFirst Lien Senior Secured Term LoanEURIBOR + 6.25%, 9.8% Cash3/233/302,068 1,952 1,999 0.2 %(3)(7)(8)(13)
2,068 1,952 1,999 
31

Barings BDC, Inc.
Unaudited Consolidated Schedule of Investments — (Continued)
JuneSeptember 30, 2023
(Amounts in thousands, except share amounts)
Portfolio Company(6)
Portfolio Company(6)
Industry
Investment Type (1) (2)
InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
Portfolio Company(6)
Industry
Investment Type (1) (2)
InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
TSYL Corporate Buyer, Inc.TSYL Corporate Buyer, Inc.TechnologyFirst Lien Senior Secured Term LoanSOFR + 4.75%, 10.9% Cash12/2212/28$634 $593 $600 0.1 %(7)(8)(13)(31)
RevolverSOFR + 4.75%, 10.9% Cash12/2212/28— (3)(3)— %(7)(8)(13)(31)
Partnership Units (4,673 units)N/A12/22N/A— %(7)(30)
634 595 602 
Turbo Buyer, Inc.Turbo Buyer, Inc.Finance CompaniesFirst Lien Senior Secured Term LoanSOFR + 6.00%, 11.6% Cash11/2112/258,288 8,178 7,970 0.7 %(7)(8)(13)(31)
8,288 8,178 7,970 
Turnberry Solutions, Inc.Turnberry Solutions, Inc.Consumer CyclicalFirst Lien Senior Secured Term LoanSOFR + 5.75%, 11.4% Cash7/219/264,937 4,877 4,890 0.4 %(7)(8)(13)
4,937 4,877 4,890 
UKFast Leaders LimitedUKFast Leaders LimitedTechnologyFirst Lien Senior Secured Term LoanSONIA + 4.50%, 4.5% Cash, 3.4% PIK9/209/2711,411 11,798 10,304 0.9 %(3)(7)(8)(16)
11,411 11,798 10,304 
Union Bidco LimitedUnion Bidco LimitedHealthcareFirst Lien Senior Secured Term LoanSONIA + 6.00%, 11.2% Cash6/226/29895 872 828 0.1 %(3)(7)(8)(16)(31)
895 872 828 
United Therapy Holding III GmbHUnited Therapy Holding III GmbHHealthcareFirst Lien Senior Secured Term LoanEURIBOR + 5.75%, 9.2% Cash4/223/291,727 1,702 1,303 0.1 %(3)(7)(8)(10)(31)
1,727 1,702 1,303 
Unither (Uniholding)Unither (Uniholding)Pharma-ceuticalsFirst Lien Senior Secured Term LoanEURIBOR + 6.25%, 10.2% Cash3/233/302,007 1,954 1,947 0.2 %(3)(7)(8)(10)(31)
2,007 1,954 1,947 
USLS Acquisition, Inc. (f/k/a US Legal Support, Inc.)USLS Acquisition, Inc. (f/k/a US Legal Support, Inc.)Legal ServicesFirst Lien Senior Secured Term LoanSOFR + 5.75%, 11.0% Cash11/1811/24$16,110 $15,993 $15,459 1.3 %(7)(8)(15)USLS Acquisition, Inc. (f/k/a US Legal Support, Inc.)Legal ServicesFirst Lien Senior Secured Term LoanSOFR + 5.75%, 11.1% Cash11/1811/2410,109 10,041 9,932 0.8 %(7)(8)(12)(31)
16,110 15,993 15,459 10,109 10,041 9,932 
Utac CeramUtac CeramBusiness ServicesFirst Lien Senior Secured Term LoanEURIBOR + 4.75%, 8.4% Cash, 1.8% PIK9/209/271,636 1,715 1,563 0.1 %(3)(7)(8)(13)Utac CeramBusiness ServicesFirst Lien Senior Secured Term LoanEURIBOR + 4.75%, 8.4% Cash, 1.8% PIK9/209/271,588 1,716 1,513 0.1 %(3)(7)(8)(10)
First Lien Senior Secured Term LoanLIBOR + 4.75%, 10.3% Cash, 1.8% PIK2/219/273,518 3,470 3,359 0.3 %(3)(7)(8)(10)First Lien Senior Secured Term LoanSOFR + 4.75%, 10.4% Cash, 1.8% PIK2/219/273,518 3,472 3,352 0.3 %(3)(7)(8)(13)
5,154 5,185 4,922 5,106 5,188 4,865 
Validity, Inc.Validity, Inc.IT Consulting & Other ServicesFirst Lien Senior Secured Term LoanLIBOR + 5.25%, 10.7% Cash7/195/254,783 4,727 4,783 0.4 %(7)(8)(11)Validity, Inc.IT Consulting & Other ServicesFirst Lien Senior Secured Term LoanSOFR + 5.25%, 10.9% Cash7/195/264,783 4,734 4,783 0.4 %(7)(8)(14)
4,783 4,727 4,783 4,783 4,734 4,783 
Velocity Pooling Vehicle, LLCVelocity Pooling Vehicle, LLCAutomotiveCommon Stock (4,676 shares)N/A2/22N/A60 — %(7)(33)(34)Velocity Pooling Vehicle, LLCAutomotiveCommon Stock (4,676 shares)N/A2/22N/A60 — %(7)(29)(30)
Warrants (5,591 units)N/A2/22N/A72 — %(7)(33)(34)
Warrants
(5,591 units)
N/A2/22N/A72 — %(7)(29)(30)
132 132 
Victoria Bidco LimitedVictoria Bidco LimitedIndustrial MachineryFirst Lien Senior Secured Term LoanSONIA + 6.50%, 11.4% Cash3/221/29442 412 416 — %(3)(7)(8)(19)Victoria Bidco LimitedIndustrial MachineryFirst Lien Senior Secured Term LoanSONIA + 6.50%, 11.4% Cash3/221/293,805 4,062 3,474 0.3 %(3)(7)(8)(16)
First Lien Senior Secured Term LoanSONIA + 6.50%, 9.9% Cash3/221/293,521 3,646 3,313 0.3 %(3)(7)(8)(20)
3,963 4,058 3,729 3,805 4,062 3,474 
Vision Solutions Inc.Vision Solutions Inc.Business Equipment & ServicesSecond Lien Senior Secured Term LoanLIBOR + 7.25%, 12.5% Cash2/224/296,500 6,497 5,562 0.5 %(8)(10)(33)Vision Solutions Inc.Business Equipment & ServicesSecond Lien Senior Secured Term LoanSOFR + 7.25%, 12.9% Cash2/224/296,500 6,497 5,820 0.5 %(8)(13)(29)
6,500 6,497 5,562 6,500 6,497 5,820 
VistaJet Pass Through Trust 2021-1BVistaJet Pass Through Trust 2021-1BAirlinesStructured Secured Note - Class B6.3% Cash11/212/294,286 4,286 3,467 0.3 %(7)VistaJet Pass Through Trust 2021-1BAirlinesStructured Secured Note - Class B6.3% Cash11/212/293,929 3,929 3,136 0.3 %(7)
4,286 4,286 3,467 3,929 3,929 3,136 
Vital Buyer, LLCVital Buyer, LLCTechnologyFirst Lien Senior Secured Term LoanSOFR + 5.50%, 10.8% Cash6/216/287,605 7,491 7,605 0.6 %(7)(8)(16)Vital Buyer, LLCTechnologyFirst Lien Senior Secured Term LoanSOFR + 5.50%, 10.9% Cash6/216/287,566 7,457 7,558 0.6 %(7)(8)(13)
Partnership Units (16,442.9 units)N/A6/21N/A164 392 — %(7)(34)Partnership Units (16,442.9 units)N/A6/21N/A164 298 — %(7)(30)
7,605 7,655 7,997 7,566 7,621 7,856 
VOYA CLO 2015-2, LTD.Multi-Sector HoldingsSubordinated Structured NotesResidual Interest, current yield 0.00%2/227/2710,736 2,541 12 — %(3)(33)
10,736 2,541 12 
VOYA CLO 2016-2, LTD.Multi-Sector HoldingsSubordinated Structured NotesResidual Interest, current yield 5.46%2/227/2811,088 3,068 853 0.1 %(3)(33)
11,088 3,068 853 
W2O Holdings, Inc.Healthcare TechnologyFirst Lien Senior Secured Term LoanSOFR + 5.50%, 10.2% Cash10/206/255,934 5,921 5,828 0.5 %(7)(17)
5,934 5,921 5,828 
Walker Edison Furniture Company LLCConsumer Goods: DurableCommon Stock (2,819.53 shares)N/A2/22N/A3,598 — — %(7)(33)(34)
3,598 — 
Watermill-QMC Midco, Inc.AutomotiveEquity (1.62% Partnership Interest)N/A2/22N/A— — — %(7)(33)(34)
— — 
Wawona Delaware Holdings, LLCBeverage & FoodFirst Lien Senior Secured Term LoanSOFR + 4.75%2/229/2645 41 23 — %(16)(31)(33)
45 41 23 
Wheels Up Experience IncTransportation ServicesFirst Lien Senior Secured Term Loan12.0% Cash9/2210/2912,825 12,348 10,901 0.9 %(7)
12,825 12,348 10,901 
32

Barings BDC, Inc.
Unaudited Consolidated Schedule of Investments — (Continued)
JuneSeptember 30, 2023
(Amounts in thousands, except share amounts)
Portfolio Company(6)
Portfolio Company(6)
Industry
Investment Type (1) (2)
InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
Portfolio Company(6)
Industry
Investment Type (1) (2)
InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
VOYA CLO 2015-2, LTD.VOYA CLO 2015-2, LTD.Multi-Sector HoldingsSubordinated Structured NotesResidual Interest, current yield 0.00%2/227/27$10,736 $2,541 $91 — %(3)(29)
10,736 2,541 91 
VOYA CLO 2016-2, LTD.VOYA CLO 2016-2, LTD.Multi-Sector HoldingsSubordinated Structured NotesResidual Interest, current yield 0.00%2/227/2811,088 2,868 1,398 0.1 %(3)(29)
11,088 2,868 1,398 
W2O Holdings, Inc.W2O Holdings, Inc.Healthcare TechnologyFirst Lien Senior Secured Term LoanSOFR + 5.25%, 10.8% Cash10/206/255,918 5,907 5,823 0.5 %(7)(14)
5,918 5,907 5,823 
Watermill-QMC Midco, Inc.Watermill-QMC Midco, Inc.AutomotiveEquity (1.62% Partnership Interest)N/A2/22N/A— — — %(7)(29)(30)
— — 
Wawona Delaware Holdings, LLCWawona Delaware Holdings, LLCBeverage & FoodFirst Lien Senior Secured Term LoanSOFR + 4.75%2/229/2645 41 — %(13)(27)(29)
45 41 
WEST-NR ACQUISITIONCO, LLCWEST-NR ACQUISITIONCO, LLCInsuranceFirst Lien Senior Secured Term LoanSOFR + 6.25%, 11.7% Cash8/2312/272,500 2,403 2,400 0.2 %(7)(8)(13)(31)
2,500 2,403 2,400 
Wheels Up Experience IncWheels Up Experience IncTransportation ServicesFirst Lien Senior Secured Term Loan12.0% Cash9/2210/2912,329 11,883 11,096 0.9 %(7)
12,329 11,883 11,096 
Whitcraft Holdings, Inc.Whitcraft Holdings, Inc.Aerospace & DefenseFirst Lien Senior Secured Term LoanSOFR + 7.00%, 11.9% Cash2/232/29$8,677 $8,345 $8,350 0.7 %(7)(8)(16)Whitcraft Holdings, Inc.Aerospace & DefenseFirst Lien Senior Secured Term LoanSOFR + 7.00%, 12.3% Cash2/232/298,634 8,314 8,337 0.7 %(7)(8)(13)
RevolverSOFR + 7.00%, 11.9% Cash2/232/29— (71)(71)— %(7)(8)(16)RevolverSOFR + 7.00%, 12.3% Cash2/232/29— (68)(65)— %(7)(8)(13)(31)
LP Units (63,087.10 units)N/A2/23N/A631 630 0.1 %(7)(34)LP Units (63,087.10 units)N/A2/23N/A631 630 0.1 %(7)(30)
8,677 8,905 8,909 8,634 8,877 8,902 
Wok Holdings Inc.Wok Holdings Inc.RetailFirst Lien Senior Secured Term LoanLIBOR + 6.25%, 11.4% Cash2/223/2648 48 46 — %(8)(9)(33)Wok Holdings Inc.RetailFirst Lien Senior Secured Term LoanSOFR + 6.25%, 11.8% Cash2/223/2648 48 45 — %(8)(13)(29)
48 48 46 48 48 45 
Woodland Foods, LLCWoodland Foods, LLCFood & BeverageFirst Lien Senior Secured Term LoanSOFR + 5.75%, 11.3% Cash12/2112/275,428 5,344 4,962 0.4 %(7)(8)(16)Woodland Foods, LLCFood & BeverageFirst Lien Senior Secured Term LoanSOFR + 5.75%, 11.3% Cash12/2112/275,401 5,321 5,007 0.4 %(7)(8)(13)
RevolverSOFR + 5.75%, 11.3% Cash12/2112/27946 911 753 0.1 %(7)(8)(16)RevolverSOFR + 5.75%, 11.3% Cash12/2112/271,226 1,193 1,062 0.1 %(7)(8)(13)(31)
Common Stock (1,663.31 shares)N/A12/21N/A1,663 1,004 0.1 %(7)(34)Common Stock (1,663.31 shares)N/A12/21N/A1,663 1,082 0.1 %(7)(30)
6,374 7,918 6,719 6,627 8,177 7,151 
World 50, Inc.World 50, Inc.Professional ServicesFirst Lien Senior Secured Term LoanSOFR + 4.75%, 10.0% Cash9/201/268,820 8,717 8,753 0.7 %(7)(8)(15)World 50, Inc.Professional ServicesFirst Lien Senior Secured Term LoanSOFR + 4.75%, 10.4% Cash9/201/268,820 8,726 8,767 0.7 %(7)(8)(12)
First Lien Senior Secured Term LoanSOFR + 5.25%, 10.4% Cash1/201/262,441 2,403 2,414 0.2 %(7)(8)(15)First Lien Senior Secured Term LoanSOFR + 5.25%, 10.6% Cash1/201/262,435 2,400 2,414 0.2 %(7)(8)(12)
11,261 11,120 11,167 11,255 11,126 11,181 
WWEC Holdings III CorpWWEC Holdings III CorpCapital GoodsFirst Lien Senior Secured Term LoanSOFR + 6.00%, 11.2% Cash10/2210/2814,302 13,922 13,974 1.2 %(7)(8)(16)WWEC Holdings III CorpCapital GoodsFirst Lien Senior Secured Term LoanSOFR + 6.00%, 11.4% Cash10/2210/2814,266 13,906 14,266 1.2 %(7)(8)(13)(31)
RevolverSOFR + 6.00%, 11.2% Cash10/2210/28745 692 699 0.1 %(7)(8)(16)RevolverSOFR + 6.00%, 11.4% Cash10/2210/28373 323 373 — %(7)(8)(13)(31)
15,047 14,614 14,673 14,639 14,229 14,639 
Xeinadin Bidco LimitedXeinadin Bidco LimitedFinancial OtherFirst Lien Senior Secured Term LoanSONIA + 5.25%, 9.7% Cash5/225/295,968 5,628 5,798 0.5 %(3)(7)(8)(19)Xeinadin Bidco LimitedFinancial OtherFirst Lien Senior Secured Term LoanSONIA + 5.25%, 10.4% Cash5/225/296,295 6,233 6,153 0.5 %(3)(7)(8)(16)(31)
Subordinated Term Loan11.0% PIK5/225/293,047 2,875 2,981 0.2 %(3)(7)Subordinated Term Loan11.0% PIK5/225/293,154 3,115 3,095 0.3 %(3)(7)
Common Stock (45,665,825 shares)N/A5/22N/A565 539 — %(3)(7)(34)Common Stock (45,665,825 shares)N/A5/22N/A565 557 — %(3)(7)(30)
9,015 9,068 9,318 9,449 9,913 9,805 
ZB Holdco LLCFood & BeverageFirst Lien Senior Secured Term LoanSOFR + 4.75%, 10.1% Cash2/222/284,020 3,969 3,977 0.3 %(7)(8)(16)
RevolverSOFR + 4.75%, 10.1% Cash2/222/28— (13)(9)— %(7)(8)(16)
LLC Units (152.69 unitsN/A2/222/28153 217 — %(7)(34)
4,020 4,109 4,185 
Zeppelin Bidco LimitedServices: BusinessFirst Lien Senior Secured Term LoanSONIA + 6.25%, 11.2% Cash3/223/296,152 6,172 5,685 0.5 %(3)(7)(8)(19)
6,152 6,172 5,685 
Subtotal Non–Control / Non–Affiliate Investments (170.0%)2,139,594 2,138,921 2,053,044 
Affiliate Investments: (4)
1888 Industrial Services, LLCEnergy: Oil & GasFirst Lien Senior Secured Term LoanLIBOR + 5.00%2/228/244,372 419 — — %(7)(8)(10) (31)(33)
RevolverLIBOR + 5.00%2/228/241,621 1,498 1,141 0.1 %(7)(8)(10) (31)(33)
Warrants (7,546.76 units)N/A2/22N/A— — — %(7)(33)(34)
5,993 1,917 1,141 
33

Barings BDC, Inc.
Unaudited Consolidated Schedule of Investments — (Continued)
JuneSeptember 30, 2023
(Amounts in thousands, except share amounts)
Portfolio Company(6)
Portfolio Company(6)
Industry
Investment Type (1) (2)
InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
Portfolio Company(6)
Industry
Investment Type (1) (2)
InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
ZB Holdco LLCZB Holdco LLCFood & BeverageFirst Lien Senior Secured Term LoanSOFR + 6.00%, 11.4% Cash2/222/28$6,355 $6,194 $6,146 0.5 %(7)(8)(13)(31)
RevolverSOFR + 6.00%, 11.4% Cash2/222/2834 21 15 — %(7)(8)(13)(31)
LLC Units
(152.69 units
N/A2/222/28153 153 — %(7)
6,389 6,368 6,314 
Zeppelin Bidco LimitedZeppelin Bidco LimitedServices: BusinessFirst Lien Senior Secured Term LoanSONIA + 6.25%, 11.4% Cash3/223/295,906 6,184 5,415 0.5 %(3)(7)(8)(16)(31)
5,906 6,184 5,415 
Subtotal Non–Control / Non–Affiliate Investments (170.6%)Subtotal Non–Control / Non–Affiliate Investments (170.6%)2,122,098 2,122,125 2,044,426 
Affiliate Investments: (4)Affiliate Investments: (4)
1888 Industrial Services, LLC1888 Industrial Services, LLCEnergy: Oil & GasFirst Lien Senior Secured Term LoanSOFR + 5.00%2/228/244,774 416 — — %(7)(8)(13)(27)(29)
RevolverSOFR + 5.00%2/228/241,607 1,484 1,127 0.1 %(7)(8)(13)(27)(29)(31)
Warrants
(7,546.76 units)
N/A2/22N/A— — — %(7)(29)(30)
6,381 1,900 1,127 
Coastal Marina Holdings, LLCCoastal Marina Holdings, LLCHotel, Gaming & LeisureSubordinated Term Loan8.0% Cash11/2111/3116,620 15,573 15,618 1.3 %(7)
Subordinated Term Loan10.0% PIK11/2111/316,943 6,560 6,526 0.5 %(7)
LLC Units (2,407,825 units)N/A11/21N/A10,944 12,761 1.1 %(7)(30)
23,563 33,077 34,905 
Eclipse Business Capital, LLCEclipse Business Capital, LLCBanking, Finance, Insurance & Real EstateRevolverSOFR + 7.25%7/217/28$3,636 $3,538 $3,636 0.3 %(7)(15)Eclipse Business Capital, LLCBanking, Finance, Insurance & Real EstateRevolverSOFR + 7.25%, 12.6% Cash7/217/284,727 4,634 4,728 0.4 %(7)(12)(31)
Second Lien Senior Secured Term Loan7.5% Cash7/217/284,545 4,511 4,545 0.4 %(7)Second Lien Senior Secured Term Loan7.5% Cash7/217/284,545 4,512 4,545 0.4 %(7)
LLC Units (89,447,396 units)N/A7/21N/A93,585 145,830 12.1 %(7)LLC Units (89,447,396 units)N/A7/21N/A93,584 147,054 12.3 %(7)
8,181 101,634 154,011 9,272 102,730 156,327 
Hylan Datacom & Electrical LLCHylan Datacom & Electrical LLCConstruction & BuildingFirst Lien Senior Secured Term LoanSOFR + 8.00%, 13.1% Cash2/223/263,917 3,707 3,917 0.3 %(7)(8)(16)Hylan Datacom & Electrical LLCConstruction & BuildingFirst Lien Senior Secured Term LoanSOFR + 8.00%, 13.1% Cash2/223/263,917 3,726 3,917 0.3 %(7)(8)(13)
Second Lien Senior Secured Term LoanSOFR + 10.00%, 14.8% Cash2/223/274,239 4,239 4,239 0.4 %(7)(8)(16)Second Lien Senior Secured Term LoanSOFR + 10.00%, 15.3% Cash2/223/274,441 4,441 4,441 0.4 %(7)(8)(13)
Common Stock (102,144 shares)N/A2/22N/A5,219 4,270 0.4 %(7)(34)Common Stock (102,144 shares)N/A2/22N/A5,219 3,586 0.3 %(7)(30)
8,156 13,165 12,426 8,358 13,386 11,944 
Jocassee Partners LLCJocassee Partners LLCInvestment Funds & Vehicles9.1% Member InterestN/A6/19N/A35,158 41,327 3.4 %(3)Jocassee Partners LLCInvestment Funds & Vehicles9.1% Member InterestN/A6/19N/A35,158 41,233 3.4 %(3)(31)
35,158 41,327 35,158 41,233 
Kemmerer Operations, LLCKemmerer Operations, LLCMetals & MiningFirst Lien Senior Secured Term Loan15.0% PIK2/226/251,047 1,047 1,047 0.1 %(7)(33)Kemmerer Operations, LLCMetals & MiningFirst Lien Senior Secured Term Loan15.0% PIK2/226/25712 712 712 0.1 %(7)(29)
Common Stock (6.78 shares)N/A2/22N/A1,589 1,949 0.2 %(7)(33)(34)Common Stock (6.78 shares)N/A2/22N/A1,589 2,336 0.2 %(7)(29)(30)
1,047 2,636 2,996 712 2,301 3,048 
Rocade Holdings LLCRocade Holdings LLCOther FinancialPreferred LP Units (55,000 units)SOFR + 6.0% PIK2/23N/A57,220 57,220 4.7 %(7)Rocade Holdings LLCOther FinancialPreferred LP Units (55,000 units)SOFR + 6.0% PIK, 11.4% PIK2/23N/A58,841 58,850 4.9 %(7)(13)(31)
Common LP Units (23.8 units)N/A2/23N/A— 75 — %(7)(34)Common LP Units (23.8 units)N/A2/23N/A— 504 — %(7)(30)
57,220 57,295 58,841 59,354 
Sierra Senior Loan Strategy JV I LLCSierra Senior Loan Strategy JV I LLCJoint Venture89.01% Member InterestN/A2/22N/A50,221 41,215 3.4 %(3)(33)Sierra Senior Loan Strategy JV I LLCJoint Venture89.01% Member InterestN/A2/22N/A50,221 42,088 3.5 %(3)(29)
50,221 41,215 50,221 42,088 
Thompson Rivers LLCThompson Rivers LLCInvestment Funds & Vehicles16% Member InterestN/A6/20N/A30,965 15,221 1.3 %(34)Thompson Rivers LLCInvestment Funds & Vehicles16% Member InterestN/A6/20N/A29,687 13,557 1.1 %(30)
30,965 15,221 29,687 13,557 
Waccamaw River LLCInvestment Funds & Vehicles20% Member InterestN/A2/21N/A25,000 20,358 1.7 %(3)
25,000 20,358 
Subtotal Affiliate Investments (28.7%)23,377 317,916 345,990 
Control Investments:(5)
Black Angus Steakhouses, LLCHotel, Gaming & LeisureFirst Lien Senior Secured Term LoanLIBOR + 9.10%, 14.3% Cash2/221/255,647 5,647 5,647 0.5 %(7)(8)(9)(33)
First Lien Senior Secured Term Loan10.0% PIK2/221/2526,692 9,629 8,542 0.7 %(7)(31)(33)
LLC Units (44.6 units)N/A2/22N/A— — — %(7)(33)(34)
32,339 15,276 14,189 
MVC Automotive Group GmbHAutomotiveBridge Loan4.5% Cash, 1.5% PIK12/2012/249,616 9,616 9,616 0.8 %(3)(7)(32)
Common Equity interest (18,000 shares)N/A12/20N/A9,553 16,881 1.4 %(3)(7)(32)(34)
9,616 19,169 26,497 
34

Barings BDC, Inc.
Unaudited Consolidated Schedule of Investments — (Continued)
JuneSeptember 30, 2023
(Amounts in thousands, except share amounts)

Portfolio Company(6)
Portfolio Company(6)
Industry
Investment Type (1) (2)
InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
Portfolio Company(6)
Industry
Investment Type (1) (2)
InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
Waccamaw River LLCWaccamaw River LLCInvestment Funds & Vehicles20% Member InterestN/A2/21N/A$25,000 $18,763 1.6 %(3)(30)
25,000 18,763 
Subtotal Affiliate Investments (31.9%)Subtotal Affiliate Investments (31.9%)48,286 352,301 382,346 
Control Investments:(5)Control Investments:(5)
Black Angus Steakhouses, LLCBlack Angus Steakhouses, LLCHotel, Gaming & LeisureFirst Lien Senior Secured Term LoanSOFR + 9.00%, 14.3% Cash2/221/256,064 6,064 6,064 0.5 %(7)(8)(12)(29)
First Lien Senior Secured Term Loan10.0% PIK2/221/2526,692 9,628 6,140 0.5 %(7)(27)(29)
LLC Units
(44.6 units)
N/A2/22N/A— — — %(7)(29)(30)
32,756 15,692 12,204 
MVC Automotive Group GmbHMVC Automotive Group GmbHAutomotiveBridge Loan4.5% Cash, 1.5% PIK12/2012/249,616 9,616 9,616 0.8 %(3)(7)(28)
Common Equity Interest
(18,000 shares)
N/A12/20N/A9,553 14,538 1.2 %(3)(7)(28)(30)
9,616 19,169 24,154 
MVC Private Equity Fund LPMVC Private Equity Fund LPInvestment Funds & VehiclesGeneral Partnership Interest (1,831.4 units)N/A3/21N/A$210 $36 — %(3)(32)MVC Private Equity Fund LPInvestment Funds & Vehicles
General Partnership Interest
(1,831.4 units)
N/A3/21N/A210 24 — %(3)(28)
Limited Partnership Interest (71,790.4 units)N/A3/21N/A8,319 1,451 0.1 %(3)(32)(34)
Limited Partnership Interest
(71,790.4 units)
N/A3/21N/A8,319 981 0.1 %(3)(28)(30)
8,529 1,487 8,529 1,005 
Security Holdings B.V.Security Holdings B.V.Electrical EngineeringBridge Loan5.0% PIK12/205/24$6,172 6,172 6,172 0.5 %(3)(7)(32)Security Holdings B.V.Electrical EngineeringBridge Loan5.0% PIK12/205/246,172 6,172 6,172 0.5 %(3)(7)(28)
Senior Unsecured Term Loan6.0% Cash, 9.0% PIK4/214/252,159 2,270 2,159 0.2 %(3)(7)(32)Revolver6.0% Cash9/236/253,176 3,293 3,176 0.3 %(3)(7)(28)(31)
Senior Subordinated Term Loan3.1% PIK12/205/2410,700 10,700 10,700 0.9 %(3)(7)(32)Senior Unsecured Term Loan6.0% Cash, 9.0% PIK4/214/252,143 2,318 2,142 0.2 %(3)(7)(28)(31)
Common Stock Series A (17,100 shares)N/A2/22N/A560 484 — %(3)(7)(32)(34)Senior Subordinated Term Loan3.1% PIK12/205/2410,846 10,846 10,847 0.9 %(3)(7)(28)
Common Stock Series B (1,236 sharesN/A12/20N/A35,192 45,270 3.7 %(3)(7)(32)(34)
Common Stock Series A
(17,100 shares)
N/A2/22N/A560 373 — %(3)(7)(28)(30)
19,031 54,894 64,785 
Common Stock Series B
(1,236 shares
N/A12/20N/A35,192 34,790 2.9 %(3)(7)(28)(30)
Security Holdings B.V.22,337 58,381 57,500 
Subtotal Control Investments (8.9%)60,986 97,868 106,958 
Subtotal Control Investments (7.9%)64,709 101,771 94,863 
Total Investments, June 30, 2023 (207.5%)*$2,223,957 $2,554,705 $2,505,992 
Total Investments, September 30, 2023 (210.4%)*Total Investments, September 30, 2023 (210.4%)*$2,235,093 $2,576,197 $2,521,635 
Derivative Instruments
Credit Support AgreementsCredit Support AgreementsCredit Support Agreements
Description(d)Description(d)CounterpartySettlement DateNotional AmountValueUnrealized Appreciation (Depreciation)Description(d)CounterpartySettlement DateNotional AmountValueUnrealized Appreciation (Depreciation)
MVC Credit Support Agreement(a)(b)(c)MVC Credit Support Agreement(a)(b)(c)Barings LLC01/01/31$23,000 $15,650 $2,050 MVC Credit Support Agreement(a)(b)(c)Barings LLC01/01/31$23,000 $16,800 $3,200 
Sierra Credit Support Agreement(e)(f)(g)Sierra Credit Support Agreement(e)(f)(g)Barings LLC04/01/32100,000 45,000 600 Sierra Credit Support Agreement(e)(f)(g)Barings LLC04/01/32100,000 37,400 (7,000)
Total Credit Support Agreements, June 30, 2023$123,000 $60,650 $2,650 
Total Credit Support Agreements, September 30, 2023Total Credit Support Agreements, September 30, 2023$123,000 $54,200 $(3,800)
(a) The MVC Credit Support Agreement covers all of the investments acquired by Barings BDC, Inc. (the “Company”) from MVC Capital, Inc. (“MVC”) in connection with the MVC Acquisition (as defined in “Note 1 – Organization, Business and Basis of Presentation”) and any investments received by the Company in connection with the restructuring, amendment, extension or other modification (including the issuance of new securities) of any of the investments acquired by the Company from MVC in connection with the MVC Acquisition (collectively, the “MVC Reference Portfolio”). Each investment that is included in the MVC Reference Portfolio is denoted in the above Schedule of Investments with footnote (32)(28).
(b)      The Company and Barings LLC (“Barings” or the “Adviser”) entered into the MVC Credit Support Agreement pursuant to which Barings agreed to provide credit support to the Company in the amount of up to $23.0 million.
35

Barings BDC, Inc.
Unaudited Consolidated Schedule of Investments — (Continued)
September 30, 2023
(Amounts in thousands, except share amounts)
(c) Settlement Date means the earlier of (1) January 1, 2031 or (2) the date on which the entire MVC Reference Portfolio has been realized or written off.
(d) See “Note 2 – Agreements and Related Party Transactions” for additional information regarding the Credit Support Agreements.
(e)     The Sierra Credit Support Agreement covers all of the investments acquired by the Company from Sierra Income Corporation (“Sierra”) in connection with the Sierra Merger (as defined in “Note 1 – Organization, Business and Basis of Presentation”) and any investments received by the Company in connection with the restructuring, amendment, extension or other modification (including the issuance of new securities) of any of the investments acquired by the Company from Sierra in connection with the Sierra Merger (collectively, the “Sierra Reference Portfolio”). Each investment that is included in the Sierra Reference Portfolio is denoted in the above Schedule of Investments with footnote (33)(29).
(f)      The Company and Barings entered into the Sierra Credit Support Agreement pursuant to which Barings agreed to provide credit support to the Company in the amount of up to $100.0 million.
(g) Settlement Date means the earlier of (1) April 1, 2032 or (2) the date on which the entire Sierra Reference Portfolio has been realized or written off.
35

Barings BDC, Inc.
Unaudited Consolidated Schedule of Investments — (Continued)
June 30, 2023
(Amounts in thousands, except share amounts)
Foreign Currency Forward Contracts:Foreign Currency Forward Contracts:Foreign Currency Forward Contracts:
DescriptionDescriptionNotional Amount to be PurchasedNotional Amount to be SoldCounterpartySettlement DateUnrealized Appreciation (Depreciation)DescriptionNotional Amount to be PurchasedNotional Amount to be SoldCounterpartySettlement DateUnrealized Appreciation (Depreciation)
Foreign currency forward contract (AUD)Foreign currency forward contract (AUD)A$70,055$46,804HSBC Bank USA07/07/23$(169)Foreign currency forward contract (AUD)A$4,471$3,035Citibank, N.A.10/10/23$(149)
Foreign currency forward contract (AUD)Foreign currency forward contract (AUD)$917A$1,333Bank of America, N.A.07/07/2330 Foreign currency forward contract (AUD)A$2,000$1,281Mitsubishi UFJ Financial Group10/10/2310 
Foreign currency forward contract (AUD)Foreign currency forward contract (AUD)$46,799A$68,722BNP Paribas SA07/07/231,052 Foreign currency forward contract (AUD)$47,086A$70,298HSBC Bank USA10/10/231,706 
Foreign currency forward contract (AUD)$47,086A$70,298HSBC Bank USA10/10/23167 
Foreign currency forward contract (CAD)Foreign currency forward contract (CAD)C$9,154$6,943Bank of America, N.A.07/07/23(26)Foreign currency forward contract (CAD)$7,011C$9,229Bank of America, N.A.10/10/23184 
Foreign currency forward contract (CAD)Foreign currency forward contract (CAD)C$392$292BNP Paribas SA07/07/23Foreign currency forward contract (CAD)$130C$176HSBC Bank USA10/10/23— 
Foreign currency forward contract (CAD)$127C$169BNP Paribas SA07/07/23(1)
Foreign currency forward contract (CAD)$6,992C$9,376HSBC Bank USA07/07/23(94)
Foreign currency forward contract (CAD)$7,011C$9,229Bank of America, N.A.10/10/2326 
Foreign currency forward contract (DKK)Foreign currency forward contract (DKK)2,283kr.$336BNP Paribas SA07/07/23(2)Foreign currency forward contract (DKK)$1389kr.Bank of America, N.A.10/10/23— 
Foreign currency forward contract (DKK)Foreign currency forward contract (DKK)$3292,241kr.BNP Paribas SA07/07/23Foreign currency forward contract (DKK)$3422,312kr.BNP Paribas SA10/10/2314 
Foreign currency forward contract (DKK)$643kr.Citibank, N.A.07/07/23— 
Foreign currency forward contract (DKK)$3362,267kr.BNP Paribas SA10/10/23
Foreign currency forward contract (EUR)Foreign currency forward contract (EUR)€7,000$7,672BNP Paribas SA07/07/23(34)Foreign currency forward contract (EUR)€5,000$5,289BNP Paribas SA10/10/23
Foreign currency forward contract (EUR)Foreign currency forward contract (EUR)€75,712$83,046Citibank, N.A.07/07/23(437)Foreign currency forward contract (EUR)€2,000$2,203HSBC Bank USA10/10/23(85)
Foreign currency forward contract (EUR)Foreign currency forward contract (EUR)€2,000$2,203HSBC Bank USA10/10/23(10)Foreign currency forward contract (EUR)$86,143€78,162Citibank, N.A.10/10/233,366 
Foreign currency forward contract (EUR)$4,560€4,217BNP Paribas SA07/07/23(41)
Foreign currency forward contract (EUR)$81,540€74,495Citibank, N.A.07/07/23258 
Foreign currency forward contract (EUR)$4,405€4,000HSBC Bank USA07/07/2340 
Foreign currency forward contract (EUR)$86,143€78,162Citibank, N.A.10/10/23451 
Foreign currency forward contract (NZD)Foreign currency forward contract (NZD)NZ$13,550$8,358Bank of America, N.A.07/07/23(57)Foreign currency forward contract (NZD)$8,491NZ$13,780Bank of America, N.A.10/10/23212 
Foreign currency forward contract (NZD)Foreign currency forward contract (NZD)$8,512NZ$13,550BNP Paribas SA07/07/23211 Foreign currency forward contract (NZD)$160NZ$257HSBC Bank USA10/10/23
Foreign currency forward contract (NZD)$8,331NZ$13,512Bank of America, N.A.10/10/2356 
Foreign currency forward contract (NOK)Foreign currency forward contract (NOK)kr40,715$3,784BNP Paribas SA07/07/2317 Foreign currency forward contract (NOK)$3,918kr42,019BNP Paribas SA10/10/23(32)
Foreign currency forward contract (NOK)$3,897kr39,996Bank of America, N.A.07/07/23164 
Foreign currency forward contract (NOK)$68kr720BNP Paribas SA07/07/23
Foreign currency forward contract (NOK)$3,851kr41,308BNP Paribas SA10/10/23(17)
Foreign currency forward contract (GBP)Foreign currency forward contract (GBP)£4,000$4,879BNP Paribas SA10/02/23
Foreign currency forward contract (GBP)Foreign currency forward contract (GBP)£1,000$1,216Citibank, N.A.10/10/23
Foreign currency forward contract (GBP)Foreign currency forward contract (GBP)£33,110$42,221BNP Paribas SA07/07/23(126)Foreign currency forward contract (GBP)$52,028£41,019BNP Paribas SA10/10/231,960 
Foreign currency forward contract (GBP)Foreign currency forward contract (GBP)$41,121£33,110Bank of America, N.A.07/07/23(974)Foreign currency forward contract (GBP)$1,464£1,200Citibank, N.A.10/10/23— 
Foreign currency forward contract (GBP)Foreign currency forward contract (GBP)$44,368£34,790BNP Paribas SA10/10/23132 Foreign currency forward contract (GBP)$8,965£6,976HSBC Bank USA10/10/23450 
Foreign currency forward contract (GBP)Foreign currency forward contract (GBP)$3,189£2,500HSBC Bank USA10/10/2310 Foreign currency forward contract (GBP)$3,152£2,500Mitsubishi UFJ Financial Group10/10/23101
Foreign currency forward contract (SEK)Foreign currency forward contract (SEK)2,344kr$219Bank of America, N.A.07/07/23(2)Foreign currency forward contract (SEK)$2262,407krBank of America, N.A.10/10/23
Foreign currency forward contract (SEK)$2272,344krBNP Paribas SA07/07/2310 
Foreign currency forward contract (SEK)$2262,407krBank of America, N.A.10/10/23
Foreign currency forward contract (CHF)Foreign currency forward contract (CHF)5,150Fr.$5,766HSBC Bank USA07/07/23(8)Foreign currency forward contract (CHF)$7968Fr.Citibank, N.A.10/10/23
Foreign currency forward contract (CHF)Foreign currency forward contract (CHF)$839750Fr.Bank of America, N.A.07/07/23Foreign currency forward contract (CHF)$5,6905,031Fr.HSBC Bank USA10/10/23187 
Foreign currency forward contract (CHF)Foreign currency forward contract (CHF)$4,8684,400Fr.Citibank, N.A.07/07/23(51)Foreign currency forward contract (CHF)$305260Fr.Mitsubishi UFJ Financial Group10/10/2321 
Foreign currency forward contract (CHF)$5,6905,031Fr.HSBC Bank USA10/10/23
Total Foreign Currency Forward Contracts, June 30, 2023$595 
Total Foreign Currency Forward Contracts, September 30, 2023Total Foreign Currency Forward Contracts, September 30, 2023$7,974 

*    Fair value as a percentage of net assets.
(1)All debt investments are income producing, unless otherwise noted. The Company’s external investment adviser, Barings, determines in good faith the fair value of the Company’s investments in accordance with a valuation policy and processes established by the Adviser, which have been approved by the Company’s board of directors (the “Board”), and the Investment Company Act of 1940, as amended (the “1940 Act”). In addition, all debt investments are variable rate investments unless otherwise noted. Index-based floating interest rates are generally subject to a contractual minimum interest rate. Variable rate loans to the Company’s portfolio companies bear interest at a rate that may be determined by reference to the London Interbank Offered Rate (“LIBOR”), the Secured Overnight Financing Rate (“SOFR”), the Euro Interbank Offered Rate (“EURIBOR”), the Bank Bill Swap Bid Rate (“BBSY”), the Stockholm Interbank Offered Rate (“STIBOR”), the Canadian Dollar Offered Rate (“CDOR”), the Sterling Overnight Index Average (“SONIA”), the Swiss Average Rate Overnight (“SARON”), the Norwegian Interbank Offered Rate (“NIBOR”), the Bank Bill Market rate (“BKBM”) or an alternate base rate (commonly based on the Federal Funds Rate or the Prime Rate), at the borrower’s option, which reset annually, semi-annually, quarterly or monthly. For each such loan, the Company has provided the interest rate in effect on the date presented. SOFR-based contracts may include a credit spread adjustment that is charged in addition to the base rate and the stated spread. The borrower may also elect to have multiple interest reset periods for each loan.
36

Barings BDC, Inc.
Unaudited Consolidated Schedule of Investments — (Continued)
June 30, 2023
(Amounts in thousands, except share amounts)
(2)All of the Company’s portfolio company investments (including joint venture investments), which as of JuneSeptember 30, 2023 represented 207.5%210.4% of the Company’s net assets, are subject to legal restrictions on sales. The acquisition date represents the date of the Company's initial investment in the relevant portfolio company.
(3)Investment is not a qualifying investment as defined under Section 55(a) of the 1940 Act. Non-qualifying assets represent 26.5%25.9% of total investments at fair value as of JuneSeptember 30, 2023. Qualifying assets must represent at least 70% of total assets at the time of acquisition of any additional non-qualifying assets. If at any time qualifying assets do not represent at least 70% of the Company’s total assets, the Company will be precluded from acquiring any additional non-qualifying asset until such time as it complies with the requirements of Section 55(a).
36

Barings BDC, Inc.
Unaudited Consolidated Schedule of Investments — (Continued)
September 30, 2023
(Amounts in thousands, except share amounts)
(4)As defined in the 1940 Act, the Company is deemed to be an “affiliated person” of the portfolio company as the Company owns between 5% or more, up to 25% (inclusive), of the portfolio company’s voting securities (“non-controlled affiliate”). Transactions related to investments in non-controlled “Affiliate Investments” for the sixnine months ended JuneSeptember 30, 2023 were as follows:
December 31, 2022
Value
Gross Additions
(a)
Gross Reductions (b)Amount of Realized Gain (Loss)Amount of Unrealized Gain (Loss)June 30, 2023 ValueAmount of Interest or Dividends Credited to Income(c)December 31, 2022
Value
Gross Additions
(a)
Gross Reductions (b)Amount of Realized Gain (Loss)Amount of Unrealized Gain (Loss)September 30, 2023
 Value
Amount of Interest or Dividends Credited to Income(c)
Portfolio CompanyPortfolio CompanyType of InvestmentPortfolio CompanyType of Investment
1888 Industrial Services, LLC(d)
1888 Industrial Services, LLC(d)
First Lien Senior Secured Term Loan (LIBOR + 5.00%)(e)
$— $— $— $— $— $— $31 
1888 Industrial Services, LLC(d)
First Lien Senior Secured Term Loan (SOFR + 5.00%)(e)
$— $20 $(22)$— $$— $50 
Revolver (LIBOR + 5.00%)(e)
1,263 — — — (122)1,141 99 
Revolver (SOFR + 5.00%)(e)
1,263 — (15)— (121)1,127 99 
Warrants (7,546.76 units)— — — — — — — Warrants (7,546.76 units)— — — — — — — 
1,263 — — — (122)1,141 130 1,263 20 (37)— (119)1,127 149 
Coastal Marina Holdings, LLC
(d)
Coastal Marina Holdings, LLC
(d)
Subordinated Term Loan (8.0% Cash)— 15,610 — — 15,618 350 
Subordinated Term Loan (10.0% PIK)— 6,521 — — 6,526 179 
LLC Units (2,407,825 units)— 12,732 — — 29 12,761 — 
— 34,863 — — 42 34,905 529 
Eclipse Business Capital, LLC(d)
Eclipse Business Capital, LLC(d)
Revolver (SOFR + 7.25%)5,273 9,555 (11,182)— (10)3,636 273 
Eclipse Business Capital, LLC(d)
Revolver (SOFR + 7.25%, 12.6%, Cash)5,273 20,924 (21,454)— (15)4,728 350 
Second Lien Senior Secured Term Loan (7.5% Cash)4,545 — — (3)4,545 172 Second Lien Senior Secured Term Loan (7.5% Cash)4,545 — — (4)4,545 259 
LLC units (89,447,396 units)135,066 354 — — 10,410 145,830 7,391 LLC units (89,447,396 units)135,066 354 — — 11,634 147,054 10,629 
144,884 9,912 (11,182)— 10,397 154,011 7,836 144,884 21,282 (21,454)— 11,615 156,327 11,238 
Hylan Datacom & Electrical LLC(d)
Hylan Datacom & Electrical LLC(d)
First Lien Senior Secured Term Loan (SOFR + 8.00%, 13.1% Cash)3,917 37 — — (37)3,917 291 
Hylan Datacom & Electrical LLC(d)
First Lien Senior Secured Term Loan (SOFR + 8.00%, 13.1% Cash)3,917 56 — — (56)3,917 441 
Second Lien Senior Secured Term Loan (SOFR + 10.00%, 14.8% Cash)4,098 141 — — — 4,239 318 Second Lien Senior Secured Term Loan (SOFR + 10.00%, 15.3% Cash)4,098 343 — — — 4,441 491 
Common Stock (102,144 shares)4,496 — — — (226)4,270 — Common Stock (102,144 shares)4,496 — — — (910)3,586 — 
12,511 178 — — (263)12,426 609 12,511 399 — — (966)11,944 932 
Jocassee Partners LLCJocassee Partners LLC9.1% Member Interest40,088 — — — 1,239 41,327 2,855 Jocassee Partners LLC9.1% Member Interest40,088 — — — 1,145 41,233 4,282 
40,088 — — — 1,239 41,327 2,855 40,088 — — — 1,145 41,233 4,282 
Kemmerer Operations, LLC(d)
Kemmerer Operations, LLC(d)
First Lien Senior Secured Term Loan (15.0% PIK)1,565 194 (712)— — 1,047 110 
Kemmerer Operations, LLC(d)
First Lien Senior Secured Term Loan (15.0% PIK)1,565 198 (1,051)— — 712 149 
Common Stock (6.78 shares)1,181 — — — 768 1,949 — Common Stock (6.78 shares)1,181 — — — 1,155 2,336 — 
2,746 194 (712)— 768 2,996 110 2,746 198 (1,051)— 1,155 3,048 149 
Rocade Holdings LLC(d)
Rocade Holdings LLC(d)
Preferred LP Units (55,000 units) (SOFR + 6.00%)— 57,220 — — — 57,220 2,221 
Rocade Holdings LLC(d)
Preferred LP Units (55,000 units) (SOFR + 6.0% PIK, 11.4% PIK)— 58,841 — — 58,850 3,841 
Common LP Units (23.8 units)— — — — 75 75 — Common LP Units (23.8 units)— — — — 504 504 — 
— 57,220 — — 75 57,295 2,221 — 58,841 — — 513 59,354 3,841 
Sierra Senior Loan Strategy JV I LLCSierra Senior Loan Strategy JV I LLC89.01% Member Interest37,950 — — — 3,265 41,215 2,539 Sierra Senior Loan Strategy JV I LLC89.01% Member Interest37,950 — — — 4,138 42,088 3,873 
37,950 — — — 3,265 41,215 2,539 37,950 — — — 4,138 42,088 3,873 
Thompson Rivers LLCThompson Rivers LLC16.0% Member Interest30,339 — (15,656)— 538 15,221 — Thompson Rivers LLC16.0% Member Interest30,339 — (16,933)— 151 13,557 — 
30,339 — (15,656)— 538 15,221 — 30,339 — (16,933)— 151 13,557 — 
Waccamaw River LLCWaccamaw River LLC20% Member Interest20,212 2,480 — — (2,334)20,358 1,460 Waccamaw River LLC20% Member Interest20,212 2,480 — — (3,929)18,763 1,460 
20,212 2,480 — — (2,334)20,358 1,460 20,212 2,480 — — (3,929)18,763 1,460 
Total Affiliate InvestmentsTotal Affiliate Investments$289,993 $69,984 $(27,550)$ $13,563 $345,990 $17,760 Total Affiliate Investments$289,993 $118,083 $(39,475)$ $13,745 $382,346 $26,453 
(a)     Gross additions include increases in the cost basis of investments resulting from new investments, follow-on investments, payment-in-kind interest or dividends, the amortization of any unearned income or discounts on debt investments, as applicable.
(b)    Gross reductions include decreases in the total cost basis of investments resulting from principal repayments, sales and return of capital.
(c) Represents the total amount of interest, fees or dividends credited to income for the portion of the year an investment was included in the Affiliate category.
37

Barings BDC, Inc.
Unaudited Consolidated Schedule of Investments — (Continued)
September 30, 2023
(Amounts in thousands, except share amounts)
(d) The fair value of the investment was determined using significant unobservable inputs.
(e) Non-accrual investment.
37

Barings BDC, Inc.
Unaudited Consolidated Schedule of Investments — (Continued)
June 30, 2023
(Amounts in thousands, except share amounts)
(5)    As defined in the 1940 Act, the Company is deemed to be both an “affiliated person” and “control” the portfolio company because it owns more than 25% of the portfolio company’s outstanding voting securities or it has the power to exercise control over the management or policies of such portfolio company (including through a management agreement). Transactions as of and during the sixnine months ended JuneSeptember 30, 2023 in which the portfolio company is deemed to be a “Control Investment” of the Company were as follows:
December 31, 2022
Value
Gross Additions
(a)
Gross Reductions (b)Amount of Realized Gain (Loss)Amount of Unrealized Gain (Loss)June 30, 2023 ValueAmount of Interest or Dividends Credited to Income(c)December 31, 2022
Value
Gross Additions
(a)
Gross Reductions (b)Amount of Realized Gain (Loss)Amount of Unrealized Gain (Loss)September 30, 2023
Value
Amount of Interest or Dividends Credited to Income(c)
Portfolio CompanyPortfolio CompanyType of InvestmentPortfolio CompanyType of Investment
Black Angus Steakhouses, LLC(d)
Black Angus Steakhouses, LLC(d)
First Lien Senior Secured Term Loan (LIBOR + 9.10%, 14.3% Cash)$5,647 $— $— $— $— $5,647 $466 
Black Angus Steakhouses, LLC(d)
First Lien Senior Secured Term Loan (SOFR + 9.00%, 14.3% Cash)$5,647 $417 $— $— $— $6,064 $688 
First Lien Senior Secured Term Loan (10.0% PIK)(e)
9,147 — — — (605)8,542 — 
First Lien Senior Secured Term Loan (10.0% PIK)(e)
9,147 — — — (3,007)6,140 — 
LLC Units (44.6 units)— — — — — — — LLC Units (44.6 units)— — — — — — — 
14,794 — — — (605)14,189 466 14,794 417 — — (3,007)12,204 688 
MVC Automotive Group GmbH(d)
MVC Automotive Group GmbH(d)
Bridge Loan (4.5% Cash, 1.5% PIK)7,149 2,467 — — — 9,616 292 
MVC Automotive Group GmbH(d)
Bridge Loan (4.5% Cash, 1.5% PIK)7,149 2,467 — — — 9,616 439 
Common Equity Interest (18,000 Shares)9,675 — — — 7,206 16,881 — Common Equity Interest (18,000 Shares)9,675 — — — 4,863 14,538 — 
16,824 2,467 — — 7,206 26,497 292 16,824 2,467 — — 4,863 24,154 439 
MVC Private Equity Fund LPMVC Private Equity Fund LP
General Partnership Interest
(1,831.4 units)
45 — (15)— 36 65 MVC Private Equity Fund LP
General Partnership Interest
(1,831.4 units)
45 — (15)— (6)24 80 
Limited Partnership Interest
(71,790.4 units)
1,793 — (580)— 238 1,451 — 
Limited Partnership Interest
(71,790.4 units)
1,793 — (580)— (232)981 — 
1,838 — (595)— 244 1,487 65 1,838 — (595)— (238)1,005 80 
Security Holdings B.V(d)
Security Holdings B.V(d)
Bridge Loan (5.0% PIK, Acquired 12/20, Due 05/24)6,020 152 — — — 6,172 151 
Security Holdings B.V(d)
Bridge Loan (5.0% PIK,)6,020 152 — — — 6,172 230 
Senior Subordinated Term Loan (3.1% PIK, Acquired 12/20, Due 05/24)10,534 166 — — — 10,700 186 2023 Revolver (6.0% Cash)— 3,293 — — (117)3,176 71 
Senior Unsecured Term Loan (6.0% Cash, 9.0% PIK, Acquired 04/21, Due 04/25)2,015 107 — — 37 2,159 165 Senior Subordinated Term Loan (3.1% PIK)10,534 313 — — — 10,847 283 
Common Stock Series A (17,100 shares, Acquired 02/22)575 — — — (91)484 — Senior Unsecured Term Loan (6.0% Cash, 9.0% PIK)2,015 153 — — (26)2,142 266 
Common Stock Series B (1,236 shares, Acquired 12/20)53,728 — — — (8,458)45,270 — Common Stock Series A (17,100 shares)575 — — — (202)373 — 
72,872 425 — — (8,512)64,785 502 Common Stock Series B (1,236 shares)53,728 — — — (18,938)34,790 — 
Security Holdings B.V(d)
72,872 3,911 — — (19,283)57,500 850 
Total Control Investments$106,328 $2,892 $(595)$ $(1,667)$106,958 $1,325 Total Control Investments$106,328 $6,795 $(595)$ $(17,665)$94,863 $2,057 
(a) Gross additions include increases in the cost basis of investments resulting from new investments, follow-on investments, payment-in-kind interest or dividends, the amortization of any unearned income or discounts on debt investments, as applicable.
(b)     Gross reductions include decreases in the total cost basis of investments resulting from principal repayments, sales and return of capital.
(c)    Represents the total amount of interest, fees or dividends credited to income for the portion of the year an investment was included in the Control category.
(d) The fair value of the investment was determined using significant unobservable inputs.
(e) Non-accrual investment.
(6)All of the investment is or will be encumbered as security for the Company’s $1.1 billion senior secured credit facility with ING Capital LLC (“ING”) initially entered into in February 2019 (as amended, restated and otherwise modified from time to time, the “February 2019 Credit Facility”).
(7)The fair value of the investment was determined using significant unobservable inputs.
(8)Debt investment includes interest rate floor feature.
(9)The interest rate on these loans is subject to 1 Month LIBOR, which as of June 30, 2023 was 5.21771%.
(10)The interest rate on these loans is subject to 3 Month LIBOR, which as of June 30, 2023 was 5.54543%.
(11)The interest rate on these loans is subject to 6 Month LIBOR, which as of June 30, 2023 was 5.76229%.
(12)The interest rate on these loans is subject to 1 Month EURIBOR, which as of JuneSeptember 30, 2023 was 3.39900%3.84700%.
(13)(10)The interest rate on these loans is subject to 3 Month EURIBOR, which as of JuneSeptember 30, 2023 was 3.57700%3.95200%.
(14)(11)The interest rate on these loans is subject to 6 Month EURIBOR, which as of JuneSeptember 30, 2023 was 3.90000%4.12500%.
(15)(12)The interest rate on these loans is subject to 1 Month SOFR, which as of JuneSeptember 30, 2023 was 5.14078%5.31899%.
(16)(13)The interest rate on these loans is subject to 3 Month SOFR, which as of JuneSeptember 30, 2023 was 5.26836%5.39550%.
(17)(14)The interest rate on these loans is subject to 6 Month SOFR, which as of JuneSeptember 30, 2023 was 5.39064%5.46727%.
(18)(15)The interest rate on these loans is subject to 1 Month SONIA, which as of JuneSeptember 30, 2023 was 4.93960%5.19860%.
(19)(16)The interest rate on these loans is subject to 3 Month SONIA, which as of JuneSeptember 30, 2023 was 5.27080%5.28980%.
(20)(17)The interest rate on these loans is subject to 6 Month SONIA, which as of JuneSeptember 30, 2023 was 5.66650%5.38530%.
(18)The interest rate on these loans is subject to 1 Month BBSY, which as of September 30, 2023 was 4.05130%.
(19)The interest rate on these loans is subject to 3 Month BBSY, which as of September 30, 2023 was 4.14000%.
38

Barings BDC, Inc.
Unaudited Consolidated Schedule of Investments — (Continued)
JuneSeptember 30, 2023
(Amounts in thousands, except share amounts)
(21)The interest rate on these loans is subject to 1 Month BBSY, which as of June 30, 2023 was 4.14400%.
(22)The interest rate on these loans is subject to 3 Month BBSY, which as of June 30, 2023 was 4.35070%.
(23)(20)The interest rate on these loans is subject to 6 Month BBSY, which as of JuneSeptember 30, 2023 was 4.70000%4.40460%.
(24)(21)The interest rate on these loans is subject to 1 Month CDOR, which as of JuneSeptember 30, 2023 was 5.27250%5.38500%.
(25)(22)The interest rate on these loans is subject to 3 Month CDOR, which as of JuneSeptember 30, 2023 was 5.39500%5.51250%.
(26)(23)The interest rate on these loans is subject to 3 Month STIBOR, which as of JuneSeptember 30, 2023 was 3.81400%4.06200%.
(27)(24)The interest rate on these loans is subject to 3 Month BKBM, which as of JuneSeptember 30, 2023 was 5.68000%.
(28)(25)The interest rate on these loans is subject to 6 Month SARON, which as of JuneSeptember 30, 2023 was 1.70654%1.71489%.
(29)(26)The interest rate on these loans is subject to 1 Month NIBOR, which as of JuneSeptember 30, 2023 was 4.01000%4.49000%.
(30)The interest rate on these loans is subject to Prime, which as of June 30, 2023 was 8.25000%.
(31)(27)Non-accrual investment.
(32)(28)Investment was purchased as part of the MVC Acquisition and is part of the MVC Reference Portfolio for purposes of the MVC Credit Support Agreement.
(33)(29)Investment was purchased as part of the Sierra Merger and is part of the Sierra Reference Portfolio for purposes of the Sierra Credit Support Agreement.
(34)(30)Investment is non-income producing.
(31)Position or portion thereof is an unfunded loan or equity commitment.


See accompanying notes.






































39

Barings BDC, Inc.
Consolidated Schedule of Investments
December 31, 2022
(Amounts in thousands, except share amounts)
Portfolio Company(6)
Industry
Investment Type (1) (2)
InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
Non–Control / Non–Affiliate Investments:
1WorldSync, Inc.IT Consulting & Other ServicesFirst Lien Senior Secured Term LoanSOFR + 4.75%, 8.8% Cash7/197/25$16,307 $16,124 $16,307 1.3 %(7)(8)(16)
16,307 16,124 16,307 
A.T. Holdings II LTDOther FinancialFirst Lien Senior Secured Term Loan14.3% Cash11/229/2912,500 12,500 12,500 1.0 %(3)(7)
12,500 12,500 12,500 
Accelerant HoldingsBanking, Finance, Insurance & Real EstateClass A Convertible Preferred Equity (5,000 shares)N/A1/22N/A5,000 5,403 0.4 %(7)(34)
Class B Convertible Preferred Equity (1,667 shares)N/A12/22N/A1,667 1,667 0.1 %(7)(34)
6,667 7,070 
Accelerate Learning, Inc.Education ServicesFirst Lien Senior Secured Term LoanLIBOR + 4.50%, 8.9% Cash12/1812/247,568 7,511 7,480 0.6 %(7)(8)(10)
7,568 7,511 7,480 
Acclime Holdings HK LimitedBusiness ServicesFirst Lien Senior Secured Term LoanLIBOR + 6.50%, 9.6% Cash8/217/272,500 2,447 2,436 0.2 %(3)(7)(8)(11)
2,500 2,447 2,436 
Accurus Aerospace CorporationAerospace & DefenseFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 10.8% Cash4/223/2812,265 12,099 12,069 1.0 %(7)(8)(10)
RevolverLIBOR + 5.75%, 10.8% Cash4/223/281,152 1,122 1,116 0.1 %(7)(8)(10)
Common Stock (437,623.30 shares)N/A4/22N/A438 436 — %(7)(34)
13,417 13,659 13,621 
AcogroupBusiness ServicesFirst Lien Senior Secured Term LoanEURIBOR + 6.25%, 6.8% Cash3/2210/267,716 7,782 7,276 0.6 %(3)(7)(8)(14)
7,716 7,782 7,276 
ADB SafegateAerospace & DefenseSecond Lien Senior Secured Term LoanLIBOR + 9.25%, 14.0% Cash8/2110/275,500 5,184 4,180 0.3 %(3)(7)(8)(10)
5,500 5,184 4,180 
Advantage Software Company (The), LLCAdvertising, Printing & PublishingClass A1 Partnership Units (8,717.76 units)N/A12/21N/A280 671 0.1 %(7)(34)
Class A2 Partnership Units (2,248.46 units)N/A12/21N/A72 173 — %(7)(34)
Class B1 Partnership Units (8,717.76 units)N/A12/21N/A— — %(7)(34)
Class B2 Partnership Units (2,248.46 units)N/A12/21N/A— — %(7)(34)
363 844 
Air Canada 2020-2 Class B Pass Through TrustAirlinesStructured Secured Note - Class B9.0% Cash9/2010/254,841 4,841 4,816 0.4 %
4,841 4,841 4,816 
Air Comm Corporation, LLCAerospace & DefenseFirst Lien Senior Secured Term LoanLIBOR + 5.50%, 10.2% Cash6/217/2712,875 12,671 12,722 1.0 %(7)(8)(10)
12,875 12,671 12,722 
AIT Worldwide Logistics Holdings, Inc.Transportation ServicesSecond Lien Senior Secured Term LoanLIBOR + 7.50%, 12.2% Cash4/214/296,460 6,339 6,215 0.5 %(7)(8)(10)
Partnership Units (348.68 units)N/A4/21N/A349 798 0.1 %(7)(34)
6,460 6,688 7,013 
Alpine SG, LLCHigh Tech IndustriesFirst Lien Senior Secured Term LoanSOFR + 6.00%, 10.4% Cash2/2211/2723,139 22,678 22,677 1.9 %(7)(8)(15)(33)
23,139 22,678 22,677 
40

Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2022
(Amounts in thousands, except share amounts)
Portfolio Company(6)
Industry
Investment Type (1) (2)
InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
Alpine US Bidco LLCAgricultural ProductsSecond Lien Senior Secured Term LoanLIBOR + 9.00%, 13.3% Cash5/215/29$18,156 $17,692 $16,704 1.4 %(8)(9)
18,156 17,692 16,704 
Amalfi MidcoHealthcareSubordinated Loan NotesLIBOR + 2.00%, 6.8% Cash, 9.0% PIK9/229/284,784 4,451 4,303 0.4 %(3)(7)(10)
Class B Common Stock (93,165,208 shares)N/A9/22N/A1,040 1,121 0.1 %(3)(7)(34)
Warrants (380,385 units)N/A9/22N/A426 — %(3)(7)(34)
4,784 5,495 5,850 
AMMC CLO 22, Limited Series 2018-22AMulti-Sector HoldingsSubordinated Structured NotesResidual Interest, current yield 13.00%2/224/317,222 4,445 3,190 0.3 %(3)(33)
7,222 4,445 3,190 
AMMC CLO 23, Ltd. Series 2020-23AMulti-Sector HoldingsSubordinated Structured NotesResidual Interest, current yield 13.01%2/2210/312,000 1,860 1,423 0.1 %(3)(33)
2,000 1,860 1,423 
Amtech LLCTechnologyFirst Lien Senior Secured Term LoanLIBOR + 5.50%, 9.6% Cash11/2111/272,268 2,205 2,222 0.2 %(7)(8)(9)
RevolverLIBOR + 5.50%, 9.6% Cash11/2111/27136 125 128 —%(7)(8)(9)
2,404 2,330 2,350 
Anagram Holdings, LLCChemicals, Plastics, & RubberFirst Lien Senior Secured Note10.0% Cash, 5.0% PIK8/208/2515,124 14,392 14,368 1.2 %
15,124 14,392 14,368 
AnalytiChem Holding GmbHChemicalsFirst Lien Senior Secured Term LoanEURIBOR + 6.00%, 7.7% Cash11/2111/282,380 2,382 2,330 0.2 %(3)(7)(8)(13)
First Lien Senior Secured Term LoanEURIBOR + 6.00%, 7.7% Cash11/2112/28738 790 723 0.1 %(3)(7)(8)(13)
First Lien Senior Secured Term LoanEURIBOR + 6.00%, 7.7% Cash4/2210/285,744 5,745 5,623 0.5 %(3)(7)(8)(13)
First Lien Senior Secured Term LoanLIBOR + 6.00%, 10.8% Cash6/2210/281,019 1,019 997 0.1 %(3)(7)(8)(10)
RevolverEURIBOR + 6.00%, 7.7% Cash4/2210/23— (5)(8)— %(3)(7)(8)(13)
9,881 9,931 9,665 
Anju Software, Inc.Application SoftwareFirst Lien Senior Secured Term LoanLIBOR + 7.25%, 11.6% Cash2/192/2513,389 13,269 11,006 0.9 %(7)(8)(9)
13,389 13,269 11,006 
APC1 HoldingDiversified ManufacturingFirst Lien Senior Secured Term LoanEURIBOR + 6.00%, 8.2% Cash7/227/292,101 1,952 2,044 0.2 %(3)(7)(8)(13)
2,101 1,952 2,044 
Apex Bidco LimitedBusiness Equipment & ServicesFirst Lien Senior Secured Term LoanSONIA + 6.25%, 9.7% Cash1/201/271,753 1,876 1,753 0.1 %(3)(7)(8)(19)
Subordinated Senior Unsecured Term Loan8.0% PIK1/207/27267 285 266 — %(3)(7)
2,020 2,161 2,019 
Apidos CLO XXIV, Series 2016-24AMulti-Sector HoldingsSubordinated Structured NotesResidual Interest, current yield 22.55%2/2210/3018,358 6,934 6,635 0.5 %(3)(33)
18,358 6,934 6,635 
APOG Bidco Pty LtdHealthcareSecond Lien Senior Secured Term LoanBBSY + 7.25%, 10.3% Cash4/223/302,104 2,279 2,073 0.2 %(3)(7)(8)(21)
2,104 2,279 2,073 
41

Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2022
(Amounts in thousands, except share amounts)
Portfolio Company(6)
Industry
Investment Type (1) (2)
InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
Aptus 1829. GmbHChemicals, Plastics, and RubberFirst Lien Senior Secured Term LoanEURIBOR + 7.00%, 8.9% Cash9/219/27$5,085 $5,466 $5,085 0.4 %(3)(7)(8)(12)
Preferred Stock (13 shares)N/A9/21N/A120 110 — %(3)(7)(34)
Common Stock (48 shares)N/A9/21N/A12 — %(3)(7)(34)
5,085 5,598 5,201 
Apus Bidco LimitedBanking, Finance, Insurance & Real EstateFirst Lien Senior Secured Term LoanSONIA + 5.50%, 7.2% Cash2/213/283,465 3,886 3,344 0.3 %(3)(7)(8)(20)
3,465 3,886 3,344 
AQA Acquisition Holding, Inc.High Tech IndustriesSecond Lien Senior Secured Term LoanLIBOR + 7.50%, 12.2% Cash3/213/2920,000 19,564 19,140 1.6 %(7)(8)(10)
20,000 19,564 19,140 
Aquavista Watersides 2 LTDTransportation ServicesFirst Lien Senior Secured Term LoanSONIA + 6.00%, 8.9% Cash12/2112/285,366 5,806 5,263 0.4 %(3)(7)(8)(20)
First Lien Senior Secured Term LoanSONIA + 6.00%, 8.9% Cash12/2112/24251 175 198 — %(3)(7)(8)(20)
Second Lien Senior Secured Term LoanSONIA + 10.5% PIK12/2112/281,504 1,617 1,475 0.1 %(3)(7)(8)(20)
7,121 7,598 6,936 
Arc EducationConsumer CyclicalFirst Lien Senior Secured Term LoanEURIBOR + 5.75%, 8.0% Cash7/227/293,074 2,794 2,969 0.2 %(3)(7)(8)(13)
3,074 2,794 2,969 
Arch Global Precision LLCIndustrial MachineryFirst Lien Senior Secured Term LoanLIBOR + 4.75%, 9.2% Cash4/194/269,154 9,151 9,094 0.7 %(7)(8)(10)
9,154 9,151 9,094 
ArchimedeConsumer ServicesFirst Lien Senior Secured Term LoanEURIBOR + 5.75%, 7.5% Cash10/2010/276,297 6,474 6,164 0.5 %(3)(7)(8)(13)
6,297 6,474 6,164 
Argus Bidco LimitedHigh Tech IndustriesFirst Lien Senior Secured Term LoanSOFR + 5.75%, 10.3% Cash7/227/29129 126 126 — %(3)(7)(8)(16)
First Lien Senior Secured Term LoanSONIA + 5.75%, 9.2% Cash7/227/291,599 1,514 1,536 0.1 %(3)(7)(8)(19)
First Lien Senior Secured Term LoanEURIBOR + 5.75%, 8.0% Cash7/227/291,586 1,502 1,547 0.1 %(3)(7)(8)(13)
Subordinated Term Loan10.5% PIK7/227/29500 480 487 — %(3)(7)
Preferred Stock (41,560 shares)10.0% PIK7/22N/A51 50 — %(3)(7)
Equity Loan Notes (41,560 units)10.0% PIK7/22N/A51 50 — %(3)(7)
Common Stock (464 shares)N/A7/22N/A— — %(3)(7)(34)
3,814 3,725 3,796 
Armstrong Transport Group (Pele Buyer, LLC)Air Freight & LogisticsFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 10.2% Cash6/196/243,986 3,950 3,896 0.3 %(7)(8)(10)
First Lien Senior Secured Term LoanSOFR + 5.50%, 9.7% Cash10/226/245,045 4,946 4,932 0.4 %(7)(8)(17)
9,031 8,896 8,828 
ASC Communications, LLCMedia & EntertainmentFirst Lien Senior Secured Term LoanSOFR + 5.00%, 9.3% Cash7/227/2721,251 20,920 20,920 1.7 %(7)(8)(15)
Class A Units (25,718.20 units)N/A7/22N/A539 620 — %(7)(34)
21,251 21,459 21,540 
ASPEQ Heating Group LLCBuilding Products, Air & HeatingFirst Lien Senior Secured Term LoanLIBOR + 4.25%, 9.0% Cash11/1911/258,367 8,302 8,367 0.7 %(7)(8)(10)
8,367 8,302 8,367 
Astra Bidco LimitedHealthcareFirst Lien Senior Secured Term LoanSONIA + 5.00%, 9.4% Cash11/2111/281,963 2,103 1,886 0.2 %(3)(7)(8)(19)
1,963 2,103 1,886 
42

Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2022
(Amounts in thousands, except share amounts)
Portfolio Company(6)
Industry
Investment Type (1) (2)
InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
ATL II MRO Holdings Inc.TransportationFirst Lien Senior Secured Term LoanSOFR + 6.00%, 10.4% Cash11/2211/28$8,333 $8,129 $8,125 0.7 %(7)(8)(17)
RevolverSOFR + 6.00%, 10.4% Cash11/2211/28— (41)(42)— %(7)(8)(17)
8,333 8,088 8,083 
Auxi InternationalCommercial FinanceFirst Lien Senior Secured Term LoanEURIBOR + 6.25%, 8.1% Cash12/1912/261,494 1,526 1,305 0.1 %(3)(7)(8)(14)
First Lien Senior Secured Term LoanSONIA + 7.25%, 10.7% Cash4/2112/26806 901 704 0.1 %(3)(7)(8)(19)
2,300 2,427 2,009 
Avance Clinical Bidco Pty LtdHealthcareFirst Lien Senior Secured Term LoanBBSY + 4.50%, 7.7% Cash11/2111/272,394 2,417 2,298 0.2 %(3)(7)(8)(23)
2,394 2,417 2,298 
Aviation Technical Services, Inc.Aerospace & DefenseSecond Lien Senior Secured Term LoanLIBOR + 2.00%, 6.4% Cash, 6.5% PIK2/223/2528,507 27,165 27,794 2.3 %(7)(8)(9)(33)
28,507 27,165 27,794 
AVSC Holding Corp.AdvertisingFirst Lien Senior Secured Term LoanLIBOR + 3.25%, 7.7% Cash, 0.3% PIK8/183/254,829 4,505 4,416 0.4 %(8)(9)
First Lien Senior Secured Term LoanLIBOR + 4.50%, 8.7% Cash, 1.0% PIK8/1810/26745 700 685 0.1 %(8)(9)
First Lien Senior Secured Term Loan5.0% Cash, 10.0% PIK11/2010/265,794 5,703 5,919 0.5 %
11,368 10,908 11,020 
Azalea Buyer, Inc.TechnologyFirst Lien Senior Secured Term LoanLIBOR + 5.25%, 10.0% Cash11/2111/274,560 4,467 4,489 0.4 %(7)(8)(10)
RevolverLIBOR + 5.25%, 10.0% Cash11/2111/27— (8)(6)— %(7)(8)(10)
Subordinated Term Loan12.0% PIK11/215/281,431 1,409 1,403 0.1 %(7)
Common Stock (192,307.7 shares)N/A11/21N/A192 183 — %(7)(34)
5,991 6,060 6,069 
Bariacum S.AConsumer ProductsFirst Lien Senior Secured Term LoanEURIBOR + 5.50%, 6.7% Cash11/2111/286,083 6,264 5,944 0.5 %(3)(7)(8)(14)
6,083 6,264 5,944 
Benify (Bennevis AB)High Tech IndustriesFirst Lien Senior Secured Term LoanSTIBOR + 5.25%, 7.9% Cash7/197/261,060 1,161 1,060 0.1 %(3)(7)(8)(26)
1,060 1,161 1,060 
Beyond Risk Management, Inc.Other FinancialFirst Lien Senior Secured Term LoanLIBOR + 4.50%, 8.9% Cash10/2110/272,551 2,499 2,493 0.2 %(7)(8)(9)
2,551 2,499 2,493 
BidwaxNon-durable Consumer GoodsFirst Lien Senior Secured Term LoanEURIBOR + 6.50%, 8.6% Cash2/212/287,471 8,089 7,254 0.6 %(3)(7)(8)(14)
7,471 8,089 7,254 
BigHand UK Bidco LimitedHigh Tech IndustriesFirst Lien Senior Secured Term LoanSOFR +5.50%, 9.8% Cash1/211/282,532 2,476 2,484 0.2 %(3)(7)(8)(16)
First Lien Senior Secured Term LoanSONIA + 5.50%, 9.0% Cash1/211/28807 893 792 0.1 %(3)(7)(8)(19)
3,339 3,369 3,276 
Biolam GroupConsumer
Non-cyclical
First Lien Senior Secured Term LoanEURIBOR + 6.25%, 8.2% Cash12/2211/293,157 2,956 2,939 0.2 %(3)(7)(8)(13)
3,157 2,956 2,939 
Bounteous, Inc.TechnologyFirst Lien Senior Secured Term LoanLIBOR + 5.25%, 10.0% Cash8/218/271,893 1,816 1,735 0.1 %(7)(8)(10)
1,893 1,816 1,735 
43

Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2022
(Amounts in thousands, except share amounts)
Portfolio Company(6)
Industry
Investment Type (1) (2)
InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
Bridger Aerospace Group Holdings, LLCEnvironmental IndustriesMunicipal Revenue Bond11.5% Cash7/229/27$27,200 $27,200 $28,300 2.3 %

Preferred Stock- Series C (14,618 shares)7.0% PIK7/22N/A14,460 14,731 1.2 %(7)
27,200 41,660 43,031 
Brightline Trains Florida LLCTransportationSenior Secured Note8.0% Cash8/211/285,000 5,000 4,350 0.4 %(7)
5,000 5,000 4,350 
Brightpay LimitedTechnologyFirst Lien Senior Secured Term LoanEURIBOR + 5.00%, 6.5% Cash10/2110/282,205 2,296 2,156 0.2 %(3)(7)(8)(13)
2,205 2,296 2,156 
BrightSign LLCMedia & EntertainmentFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 10.5% Cash10/2110/274,768 4,728 4,724 0.4 %(7)(8)(10)
RevolverLIBOR + 5.75%, 10.5% Cash10/2110/27— (11)(12)— %(7)(8)(10)
LLC units (1,107,492.71 units)N/A10/21N/A1,108 1,152 0.1 %(7)(34)
4,768 5,825 5,864 
British Airways 2020-1 Class B Pass Through TrustAirlinesStructured Secured Note - Class B8.4% Cash11/2011/28703 703 692 0.1 %
703 703 692 
British Engineering Services Holdco LimitedCommercial Services & SuppliesFirst Lien Senior Secured Term LoanSONIA + 7.00%, 9.3% Cash12/2012/2713,792 15,133 13,454 1.1 %(3)(7)(8)(19)
13,792 15,133 13,454 
Brook & Whittle Holding Corp.Containers, Packaging & GlassFirst Lien Senior Secured Term LoanSOFR + 4.00%, 8.5% Cash2/2212/282,827 2,807 2,478 0.2 %(8)(16)(33)
2,827 2,807 2,478 
Brown Machine Group Holdings, LLCIndustrial EquipmentFirst Lien Senior Secured Term LoanLIBOR + 5.25%, 10.0% Cash10/1810/246,281 6,252 6,281 0.5 %(7)(8)(10)
6,281 6,252 6,281 
Burgess Point Purchaser CorporationAuto Parts & EquipmentSecond Lien Senior Secured Term LoanSOFR + 9.00%, 13.3% Cash7/227/304,545 4,370 4,390 0.4 %(7)(8)(15)
LP Units (455 units)N/A7/22N/A455 446 — %(7)(34)
4,545 4,825 4,836 
BVI Medical, Inc.HealthcareSecond Lien Senior Secured Term LoanEURIBOR + 9.50%, 11.6% Cash6/226/269,901 9,404 9,495 0.8 %(7)(8)(13)
9,901 9,404 9,495 
Cadent, LLC (f/k/a Cross MediaWorks)Media & EntertainmentFirst Lien Senior Secured Term LoanLIBOR + 6.50%, 11.2% Cash9/189/256,751 6,741 6,580 0.5 %(7)(8)(10)
First Lien Senior Secured Term LoanLIBOR + 6.50%, 11.2% Cash7/229/2511,367 11,161 11,080 0.9 %(7)(8)(10)
18,118 17,902 17,660 
CAi Software, LLCTechnologyFirst Lien Senior Secured Term LoanLIBOR + 6.25%, 10.2% Cash7/2212/281,377 1,352 1,341 0.4 %(7)(8)(10)
First Lien Senior Secured Term LoanLIBOR + 6.25%, 11.0% Cash12/2112/285,009 4,921 4,879 0.1 %(7)(8)(10)
RevolverLIBOR + 6.25%, 11.0% Cash12/2112/28— (16)(24)— %(7)(8)(10)
6,386 6,257 6,196 
Canadian Orthodontic Partners Corp.HealthcareFirst Lien Senior Secured Term LoanCDOR + 7.00%, 11.9% Cash6/213/261,557 1,729 1,468 0.1 %(3)(7)(8)(25)
Class A Equity (500,000 units)N/A5/22N/A389 292 — %(3)(7)(34)
Class C - Warrants (74,712.64 units)N/A5/22N/A— — — %(3)(7)(34)
1,557 2,118 1,760 
44

Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2022
(Amounts in thousands, except share amounts)
Portfolio Company(6)
Industry
Investment Type (1) (2)
InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
Caribou Holding Company, LLCTechnologyFirst Lien Senior Secured Term LoanSOFR + 7.64%, 12.5% Cash4/224/27$4,318 $4,261 $4,269 0.4 %(3)(7)(8)(16)
LLC Units (681,818 units)N/A4/22N/A682 627 0.1 %(3)(7)(34)
4,318 4,943 4,896 
Carlson Travel, IncBusiness Travel ManagementFirst Lien Senior Secured Note8.5% Cash11/2111/266,050 5,720 5,113 0.4 %
Common Stock (94,155 shares)N/A11/21N/A4,194 1,339 0.1 %(34)
6,050 9,914 6,452 
Catawba River LimitedFinance CompaniesStructured - Junior NoteN/A10/2210/285,239 4,893 5,239 0.4 %(3)(7)
5,239 4,893 5,239 
Centralis Finco S.a.r.l.Diversified Financial ServicesFirst Lien Senior Secured Term LoanEURIBOR + 5.25%, 7.1% Cash5/204/27870 768 820 0.1 %(3)(7)(8)(13)
First Lien Senior Secured Term LoanEURIBOR + 5.75%, 7.6% Cash5/204/271,190 1,151 1,158 0.1 %(3)(7)(8)(13)
2,060 1,919 1,978 
Ceres Pharma NVPharma-ceuticalsFirst Lien Senior Secured Term LoanEURIBOR + 5.50%, 7.1% Cash10/2110/283,304 3,264 3,139 0.3 %(3)(7)(8)(14)
3,304 3,264 3,139 
CGI Parent, LLCBusiness Equipment & ServicesFirst Lien Senior Secured Term LoanLIBOR + 4.50%, 8.8% Cash2/222/2810,698 10,510 10,377 0.9 %(7)(8)(9)
First Lien Senior Secured Term LoanSOFR + 4.75%, 9.3% Cash12/222/281,385 1,344 1,344 0.1 %(7)(8)(16)
RevolverLIBOR + 4.50%, 8.8% Cash2/222/28— (29)(49)— %(7)(8)(9)
Preferred Stock (551 shares)N/A2/22N/A551 1,027 0.1 %(7)(34)
12,083 12,376 12,699 
Cineworld Group PLCLeisure ProductsWarrants (553,375 units)N/A7/22N/A102 — — %(3)(7)(34)
102 — 
Classic Collision (Summit Buyer, LLC)Auto Collision Repair CentersFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 10.1% Cash1/201/266,264 6,182 6,189 0.5 %(7)(8)(9)
First Lien Senior Secured Term LoanLIBOR + 5.75%, 10.1% Cash1/204/26530 522 523 — %(7)(8)(9)
6,794 6,704 6,712 
CM Acquisitions Holdings Inc.Internet & Direct MarketingFirst Lien Senior Secured Term LoanSOFR + 5.00%, 9.0% Cash5/195/2518,910 18,761 18,060 1.5 %(7)(8)(16)
18,910 18,761 18,060 
CMT Opco Holding, LLC (Concept Machine)DistributorsFirst Lien Senior Secured Term LoanLIBOR + 5.00%, 9.2% Cash1/201/254,113 4,076 3,928 0.3 %(7)(8)(10)
LLC Units (8,782 units)N/A1/20N/A352 165 — %(7)
4,113 4,428 4,093 
Coastal Marina Holdings, LLCOther FinancialSubordinated Term Loan10.0% PIK11/2111/316,461 6,054 6,036 0.5 %(7)
Subordinated Term Loan8.0% Cash11/2111/3116,620 15,509 15,528 1.3 %(7)
LLC Units (2,037,735 units)N/A11/21N/A9,093 10,729 0.9 %(7)(34)
23,081 30,656 32,293 
Cobham Slip Rings SASDiversified ManufacturingFirst Lien Senior Secured Term LoanLIBOR + 6.25%, 11.0% Cash11/2111/281,303 1,276 1,270 0.1 %(3)(7)(8)(10)
1,303 1,276 1,270 
45

Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2022
(Amounts in thousands, except share amounts)
Portfolio Company(6)
Industry
Investment Type (1) (2)
InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
Command Alkon (Project Potter Buyer, LLC)SoftwareFirst Lien Senior Secured Term LoanSOFR + 7.75%, 12.1% Cash4/204/27$13,604 $13,316 $13,302 1.1 %(7)(8)(15)
Class B Partnership Units (33,324.69 units)N/A4/20N/A— 196 — %(7)(34)
13,604 13,316 13,498 
Compass Precision, LLCAerospace & DefenseSenior Subordinated Term Loan11.0% Cash, 1.0% PIK4/224/28378 371 369 — %(7)
LLC Units (46,085.6 units)N/A4/22N/A125 159 — %(7)(34)
378 496 528 
Comply365, LLCTechnologyFirst Lien Senior Secured Term LoanSOFR + 5.75%, 10.6% Cash4/224/2813,654 13,407 13,446 1.1 %(7)(8)(17)
RevolverSOFR + 5.75%, 10.6% Cash4/224/28165 146 148 — %(7)(8)(17)
13,819 13,553 13,594 
Contabo Finco S.À.R.L.Internet Software & ServicesFirst Lien Senior Secured Term LoanEURIBOR + 6.00%, 7.6% Cash10/2210/294,969 4,524 4,845 0.4 %(3)(7)(8)(13)
4,969 4,524 4,845 
Core Scientific, Inc.TechnologyFirst Lien Senior Secured Term Loan13.0% Cash3/223/2529,647 29,619 11,118 0.9 %(7)(31)
Common Stock (91,504 shares)N/A9/22N/A296 — %(34)
29,647 29,915 11,125 
Coyo Uprising GmbHTechnologyFirst Lien Senior Secured Term LoanEURIBOR + 3.25%, 3.3% Cash, 3.5% PIK9/219/284,371 4,638 4,233 0.3 %(3)(7)(8)(14)
Class A Units (440 units)N/A9/21N/A205 196 — %(3)(7)(34)
Class B Units (191 units)N/A9/21N/A446 497 — %(3)(7)(34)
4,371 5,289 4,926 
CSL DualComTele-communicationsFirst Lien Senior Secured Term LoanSONIA + 5.25%, 8.7% Cash9/209/271,936 1,905 1,921 0.2 %(3)(7)(8)(18)
1,936 1,905 1,921 
CT Technologies Intermediate Holdings, Inc.HealthcareFirst Lien Senior Secured Term LoanLIBOR + 4.25%, 8.6% Cash2/2212/254,937 4,930 4,505 0.4 %(8)(9)(33)
4,937 4,930 4,505 
Custom Alloy CorporationManufacturer of Pipe Fittings & ForgingsRevolver15.0% PIK12/204/235,320 4,222 189 — %(7)(31)(32)
Second Lien Loan15.0% PIK12/204/2356,259 42,162 1,997 0.2 %(7)(31)(32)
61,579 46,384 2,186 
CVL 3Capital EquipmentFirst Lien Senior Secured Term LoanEURIBOR + 5.50%, 7.6% Cash12/2112/28907 938 891 0.1 %(3)(7)(8)(13)
First Lien Senior Secured Term LoanSOFR + 5.50%, 10.2% Cash12/2112/281,142 1,117 1,122 0.1 %(3)(7)(8)(16)
2,049 2,055 2,013 
CW Group Holdings, LLCHigh Tech IndustriesFirst Lien Senior Secured Term LoanLIBOR + 6.00%, 10.4% Cash1/211/272,789 2,744 2,766 0.2 %(7)(8)(9)
LLC Units (161,290.32 units)N/A1/21N/A161 204 — %(7)(34)
2,789 2,905 2,970 
DataOnline Corp.High Tech IndustriesFirst Lien Senior Secured Term LoanLIBOR + 6.25%, 11.0% Cash2/2211/2514,550 14,550 14,259 1.2 %(7)(8)(10)(33)
RevolverLIBOR + 6.25%, 11.0% Cash2/2211/252,143 2,143 2,100 0.2 %(7)(8)(10)(33)
16,693 16,693 16,359 
46

Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2022
(Amounts in thousands, except share amounts)
Portfolio Company(6)
Industry
Investment Type (1) (2)
InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
DataServ Integrations, LLCTechnologyFirst Lien Senior Secured Term LoanSOFR + 6.00%, 10.3% Cash11/2211/28$1,918 $1,876 $1,875 0.2 %(7)(8)(16)
RevolverSOFR + 6.00%, 10.3% Cash11/2211/28(10)(11)— %(7)(8)(16)
Partnership Units (96,153.85 units)N/A11/22N/A96 96 — %(7)(34)
1,918 1,962 1,960 
DecksDirect, LLCBuilding MaterialsFirst Lien Senior Secured Term LoanLIBOR + 6.00%, 10.4% Cash12/2112/26700 688 690 0.1 %(7)(8)(9)
RevolverLIBOR + 6.00%, 10.4% Cash12/2112/26— (3)(3)— %(7)(8)(9)
Common Stock (1,280.8 shares)N/A12/21N/A55 48 — %(7)(34)
700 740 735 
DISA Holdings Corp.Other IndustrialFirst Lien Senior Secured Term LoanSOFR + 5.50%, 9.8% Cash11/229/285,704 5,496 5,491 0.5 %(7)(8)(15)
RevolverSOFR + 5.50%, 9.8% Cash11/229/2813 — — — %(7)(8)(15)
5,717 5,496 5,491 
Distinct Holdings, Inc.Systems SoftwareFirst Lien Senior Secured Term LoanLIBOR + 6.50%, 10.7% Cash4/1912/236,880 6,860 6,096 0.5 %(7)(8)(10)
6,880 6,860 6,096 
Dragon BidcoTechnologyFirst Lien Senior Secured Term LoanEURIBOR + 6.50%, 8.1% Cash4/214/282,561 2,828 2,515 0.2 %(3)(7)(8)(13)
First Lien Senior Secured Term LoanEURIBOR + 6.75%, 8.9% Cash4/214/281,174 1,170 1,153 0.1 %(3)(7)(8)(14)
3,735 3,998 3,668 
DreamStart Bidco SAS (d/b/a SmartTrade)Diversified Financial ServicesFirst Lien Senior Secured Term LoanEURIBOR + 6.00%, 8.2% Cash3/203/272,270 2,305 2,247 0.2 %(3)(7)(8)(13)
2,270 2,305 2,247 
Dryden 43 Senior Loan Fund, Series 2016-43AMulti-Sector HoldingsSubordinated Structured NotesResidual Interest, current yield 11.8%2/224/343,620 2,329 2,084 0.2 %(3)(33)
3,620 2,329 2,084 
Dryden 49 Senior Loan Fund, Series 2017-49AMulti-Sector HoldingsSubordinated Structured NotesResidual Interest, current yield 11.8%2/227/3017,233 6,790 4,267 0.4 %(3)(33)
17,233 6,790 4,267 
Dune GroupHealth Care EquipmentFirst Lien Senior Secured Term LoanEURIBOR + 5.75%, 8.0% Cash9/219/28123 109 111 — %(3)(7)(8)(13)
First Lien Senior Secured Term LoanLIBOR + 5.75%, 10.5% Cash9/219/281,230 1,212 1,209 0.1 %(3)(7)(8)(10)
1,353 1,321 1,320 
Dunlipharder B.V.TechnologyFirst Lien Senior Secured Term LoanSOFR + 6.50%, 10.7% Cash6/226/281,000 986 988 0.1 %(3)(7)(8)(16)
1,000 986 988 
Dwyer Instruments, Inc.ElectricFirst Lien Senior Secured Term LoanLIBOR + 6.00%, 10.7% Cash7/217/2725,803 25,257 25,287 2.1 %(7)(8)(10)
25,803 25,257 25,287 
Echo Global Logistics, Inc.Air TransportationSecond Lien Senior Secured Term LoanLIBOR + 7.00%, 11.7% Cash11/2111/299,469 9,320 9,100 0.7 %(7)(8)(10)
Partnership Equity (530.92 units)N/A11/21N/A531 933 0.1 %(7)(34)
9,469 9,851 10,033 
Ellkay, LLCHealthcare and PharmaceuticalsFirst Lien Senior Secured Term LoanLIBOR + 6.25%, 11.0% Cash9/219/274,949 4,868 4,893 0.4 %(7)(8)(10)
4,949 4,868 4,893 
EMI Porta Holdco LLCDiversified ManufacturingFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 10.5% Cash12/2112/2712,644 12,272 12,008 1.0 %(7)(8)(10)
RevolverLIBOR + 5.75%, 10.5% Cash12/2112/271,495 1,446 1,409 0.1 %(7)(8)(10)
14,139 13,718 13,417 
47

Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2022
(Amounts in thousands, except share amounts)
Portfolio Company(6)
Industry
Investment Type (1) (2)
InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
Entact Environmental Services, Inc.Environmental IndustriesFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 11.7% Cash2/2112/25$5,547 $5,511 $5,529 0.5 %(7)(8)(10)
5,547 5,511 5,529 
EPS NASS Parent, Inc.Electrical Components & EquipmentFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 10.5% Cash4/214/286,079 5,978 6,024 0.5 %(7)(8)(10)
6,079 5,978 6,024 
eShipping, LLCTransportation ServicesFirst Lien Senior Secured Term LoanLIBOR + 5.00%, 9.4% Cash11/2111/273,291 3,209 3,262 0.3 %(7)(8)(9)
RevolverLIBOR + 5.00%, 9.4% Cash11/2111/27— (24)(9)— %(7)(8)(9)
3,291 3,185 3,253 
Eurofins Digital Testing International LUX Holding SARLTechnologyFirst Lien Senior Secured Term LoanEURIBOR + 6.75%, 8.9% Cash12/2212/291,480 1,338 1,352 0.1 %(3)(7)(8)(13)
First Lien Senior Secured Term LoanSOFR + 6.75%, 11.5% Cash12/2212/29766 745 745 0.1 %(3)(7)(8)(16)
First Lien Senior Secured Term LoanSONIA + 6.75%, 10.0% Cash12/2212/292,171 2,158 2,111 0.2 %(3)(7)(8)(19)
Second Lien Senior Secured Term Loan11.5% PIK12/2212/30528 507 513 — %(3)(7)
4,945 4,748 4,721 
Events Software BidCo Pty LtdTechnologyFirst Lien Senior Secured Term LoanBBSY + 6.00%, 9.3% Cash3/223/281,737 1,853 1,573 0.1 %(3)(7)(8)(22)
1,737 1,853 1,573 
Express Wash Acquisition Company, LLCConsumer CyclicalFirst Lien Senior Secured Term LoanSOFR + 6.50%, 10.3% Cash7/227/287,228 7,092 7,106 0.6 %(7)(8)(15)
RevolverSOFR + 6.50%, 10.3% Cash7/227/28141 136 137 — %(7)(8)(15)
7,369 7,228 7,243 
F24 (Stairway BidCo Gmbh)Software ServicesFirst Lien Senior Secured Term LoanEURIBOR + 6.25%, 8.1% Cash8/208/271,655 1,792 1,644 0.1 %(3)(7)(8)(13)
1,655 1,792 1,644 
Ferrellgas L.P.Oil & Gas Equipment & ServicesOpco Preferred Units (2,886 units)N/A3/21N/A2,799 2,742 0.2 %(7)
2,799 2,742 
Fineline Technologies, Inc.Consumer ServicesFirst Lien Senior Secured Term LoanLIBOR + 4.75%, 9.5% Cash2/212/281,293 1,274 1,270 0.1 %(7)(8)(10)
1,293 1,274 1,270 
FinexvetConsumer CyclicalFirst Lien Senior Secured Term LoanEURIBOR + 6.25%, 8.1% Cash3/223/292,401 2,379 2,329 0.2 %(3)(7)(8)(14)
2,401 2,379 2,329 
FinThrive Software Intermediate Holdings Inc.Business Equipment & ServicesPreferred Stock (6,582.7 shares)11.0% PIK3/22N/A7,892 6,084 0.5 %(7)
7,892 6,084 
FitzMark Buyer, LLCCargo & TransportationFirst Lien Senior Secured Term LoanLIBOR + 4.50%, 8.9% Cash12/2012/264,223 4,164 4,165 0.3 %(7)(8)(10)
4,223 4,164 4,165 
Five Star Holding LLCPackagingSecond Lien Senior Secured Term LoanSOFR + 7.25%, 12.0% Cash5/225/3013,692 13,434 13,295 1.1 %(7)(8)(16)
LLC Units (966.99 units)N/A5/22N/A967 962 0.1 %(7)(34)
13,692 14,401 14,257 
Flexential Issuer, LLCInformation TechnologyStructured Secured Note - Class C6.9% Cash11/2111/5116,000 14,839 13,827 1.1 %
16,000 14,839 13,827 
Flywheel Re Segregated Portfolio 2022-4Investment FundsPreferred Stock (1,921,648 shares)N/A8/22N/A1,922 1,932 0.2 %(3)(7)(34)
1,922 1,932 
48

Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2022
(Amounts in thousands, except share amounts)
Portfolio Company(6)
Industry
Investment Type (1) (2)
InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
Footco 40 LimitedMedia & EntertainmentFirst Lien Senior Secured Term LoanSONIA + 5.75%, 9.2% Cash4/224/29$1,489 $1,561 $1,437 0.1 %(3)(7)(8)(19)
1,489 1,561 1,437 
Fortis Payment Systems, LLCOther FinancialFirst Lien Senior Secured Term LoanSOFR + 5.25%, 9.9% Cash10/222/261,575 1,516 1,513 0.1 %(7)(8)(15)
1,575 1,516 1,513 
FragilePak LLCTransportation ServicesFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 10.5% Cash5/215/274,638 4,491 4,638 0.4 %(7)(8)(10)
Partnership Units (937.5 units)N/A5/21N/A938 1,179 0.1 %(7)(34)
4,638 5,429 5,817 
Front Line Power Construction LLCConstruction MachineryFirst Lien Senior Secured Term LoanLIBOR + 12.50%, 17.2% Cash11/2111/284,370 4,089 4,871 0.4 %(7)(8)(10)
Common Stock (192,000 shares)N/A11/21N/A320 158 — %(34)
4,370 4,409 5,029 
FSS Buyer LLCTechnologyFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 10.1% Cash8/218/286,843 6,728 6,767 0.6 %(7)(8)(9)
LP Interest (1,160.9 units)N/A8/21N/A12 17 — %(7)(34)
LP Units (5,104.3 units)N/A8/21N/A51 75 — %(7)(34)
6,843 6,791 6,859 
GB Eagle Buyer, Inc.Capital GoodsFirst Lien Senior Secured Term LoanSOFR + 6.50%, 10.5% Cash12/2211/2816,774 16,276 16,271 1.3 %(7)(8)(16)
RevolverSOFR + 6.50%, 10.5% Cash12/2211/28— (76)(77)— %(7)(8)(16)
Partnership Units (687 units)N/A12/22N/A687 687 0.1 %(7)(34)
16,774 16,887 16,881 
Global Academic Group LimitedIndustrial OtherFirst Lien Senior Secured Term LoanBBSY + 6.00%, 9.1% Cash7/227/272,502 2,502 2,438 0.2 %(3)(7)(8)(22)
First Lien Senior Secured Term LoanBKBM + 6.00%, 9.1% Cash7/227/274,365 4,202 4,242 0.3 %(3)(7)(8)(27)
6,867 6,704 6,680 
GPNZ II GmbHHealthcareFirst Lien Senior Secured Term LoanEURIBOR + 5.50%, 7.4% Cash6/226/29458 429 375 — %(3)(7)(8)(12)
458 429 375 
Greenhill II BVTechnologyFirst Lien Senior Secured Term LoanEURIBOR + 5.75%, 7.1% Cash7/227/29739 672 716 0.1 %(3)(7)(8)(13)
739 672 716 
Groupe Product LifeConsumer
Non-cyclical
First Lien Senior Secured Term LoanEURIBOR + 6.25%, 8.5% Cash10/2210/29625 553 598 — %(3)(7)(8)(13)
625 553 598 
GTM Intermediate Holdings, Inc.Medical Equipment ManufacturerSecond Lien Loan11.0% Cash, 1.0% PIK12/2012/2410,633 10,587 10,442 0.8 %(7)(32)
Series A Preferred Units (1,434,472.41 units)N/A12/20N/A2,166 2,252 0.1 %(7)(32)(34)
Series C Preferred Units (715,649.59 units)N/A12/20N/A1,081 2,158 0.1 %(7)(32)(34)
10,633 13,834 14,852 
Gulf Finance, LLCOil & Gas Exploration & ProductionFirst Lien Senior Secured Term LoanLIBOR + 6.75%, 11.0% Cash11/218/26823 797 772 0.1 %(8)(9)
823 797 772 
Gusto Aus BidCo Pty Ltd.Consumer
Non-Cyclical
First Lien Senior Secured Term LoanBBSY + 6.50%, 10.2% Cash10/2210/282,208 2,016 2,136 0.2 %(3)(7)(8)(23)
2,208 2,016 2,136 
49

Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2022
(Amounts in thousands, except share amounts)
Portfolio Company(6)
Industry
Investment Type (1) (2)
InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
HeartHealth Bidco Pty LtdHealthcareFirst Lien Senior Secured Term LoanBBSY + 5.25%, 8.6% Cash9/229/28$626 $569 $598 — %(3)(7)(8)(22)
626 569 598 
Heartland Veterinary Partners, LLCHealthcareSubordinated Term Loan11.0% PIK11/2111/231,189 1,161 1,151 0.1 %(7)
Subordinated Term Loan11.0% PIK11/2111/289,428 9,238 9,183 0.8 %(7)
10,617 10,399 10,334 
Heartland, LLCBusiness ServicesFirst Lien Senior Secured Term LoanLIBOR + 4.75%, 9.5% Cash8/198/2513,954 13,884 13,795 1.1 %(7)(8)(10)
13,954 13,884 13,795 
Heavy Construction Systems Specialists, LLCTechnologyFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 9.9% Cash11/2111/277,368 7,244 7,276 0.6 %(7)(8)(9)
RevolverLIBOR + 5.75%, 9.9% Cash11/2111/27— (43)(33)— %(7)(8)(9)
7,368 7,201 7,243 
Heilbron (f/k/a Sucsez (Bolt Bidco B.V.))InsuranceFirst Lien Senior Secured Term LoanEURIBOR + 5.00%, 6.9% Cash9/199/263,232 3,676 3,148 0.3 %(3)(7)(8)(13)
3,232 3,676 3,148 
HEKA InvestTechnologyFirst Lien Senior Secured Term LoanEURIBOR + 6.50%, 8.7% Cash10/2210/294,999 4,461 4,846 0.4 %(3)(7)(8)(13)
4,999 4,461 4,846 
Holland Acquisition Corp.Energy: Oil & GasFirst Lien Senior Secured Term LoanLIBOR + 9.00%2/2211/223,754 — — — %(7)(8)(11) (31)(33)
3,754 — — 
Home Care Assistance, LLCHealthcare & PharmaceuticalsFirst Lien Senior Secured Term LoanSOFR + 5.00%, 9.4% Cash3/213/273,792 3,736 3,621 0.3 %(7)(8)(15)
3,792 3,736 3,621 
Honour Lane Logistics Holdings LimitedTransportation ServicesFirst Lien Senior Secured Term LoanSOFR + 5.25%, 9.5% Cash4/2211/288,000 7,781 7,814 0.6 %(3)(7)(8)(17)
8,000 7,781 7,814 
HTI Technology & IndustriesElectronic Component ManufacturingFirst Lien Senior Secured Term LoanSOFR + 8.50%, 11.7% Cash7/227/2511,538 11,361 11,363 0.9 %(7)(8)(16)
RevolverSOFR + 8.50%, 11.7% Cash7/227/25— (18)(18)— %(7)(8)(16)
11,538 11,343 11,345 
HW Holdco, LLC (Hanley Wood LLC)AdvertisingFirst Lien Senior Secured Term LoanLIBOR + 5.00%, 6.0% Cash12/1812/245,005 4,946 4,928 0.4 %(7)(8)(10)
First Lien Senior Secured Term LoanLIBOR + 5.00%, 9.3% Cash12/1812/245,912 5,832 5,834 0.5 %(7)(8)(9)
10,917 10,778 10,762 
Hygie 31 HoldingPharma-ceuticalsFirst Lien Senior Secured Term LoanEURIBOR + 6.25%, 8.4% Cash9/229/291,708 1,498 1,665 0.1 %(3)(7)(8)(13)
1,708 1,498 1,665 
IM Analytics Holding, LLC (d/b/a NVT)Electronic Instruments & ComponentsFirst Lien Senior Secured Term LoanLIBOR + 8.00%, 12.4% Cash11/1911/233,396 3,388 3,247 0.3 %(7)(8)(9)
Warrants (68,950 units)N/A11/1911/26— — — %(7)(34)
3,396 3,388 3,247 
IM SquareBanking, Finance, Insurance & Real EstateFirst Lien Senior Secured Term LoanEURIBOR + 5.25%, 7.5% Cash5/214/282,668 2,938 2,583 0.2 %(3)(7)(8)(13)
2,668 2,938 2,583 
Infoniqa Holdings GmbHTechnologyFirst Lien Senior Secured Term LoanEURIBOR + 5.25%, 6.2% Cash11/2111/282,805 2,902 2,729 0.2 %(3)(7)(8)(14)
2,805 2,902 2,729 
Innovad Group II BVBeverage, Food & TobaccoFirst Lien Senior Secured Term LoanEURIBOR + 6.50%, 9.3% Cash4/214/286,322 6,791 5,495 0.5 %(3)(7)(8)(14)
6,322 6,791 5,495 
50

Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2022
(Amounts in thousands, except share amounts)
Portfolio Company(6)
Industry
Investment Type (1) (2)
InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
Innovative XCessories & Services, LLCAutomotiveFirst Lien Senior Secured Term LoanLIBOR + 4.25%, 7.8% Cash2/223/27$2,908 $2,854 $2,277 0.2 %(8)(11)(33)
2,908 2,854 2,277 
INOS 19-090 GmbHAerospace & DefenseFirst Lien Senior Secured Term LoanEURIBOR + 5.40%, 7.4% Cash12/2012/274,947 5,515 4,892 0.4 %(3)(7)(8)(13)
4,947 5,515 4,892 
Interstellar Group B.V.TechnologyFirst Lien Senior Secured Term LoanEURIBOR + 5.25%, 7.5% Cash8/228/291,285 1,191 1,239 0.1 %(3)(7)(8)(13)
1,285 1,191 1,239 
Iqor US Inc.Services: BusinessFirst Lien Senior Secured Term LoanLIBOR + 7.50%, 11.9% Cash2/2211/242,683 2,711 2,658 0.2 %(8)(9)(33)
2,683 2,711 2,658 
Isagenix International, LLCWholesaleFirst Lien Senior Secured Term LoanLIBOR + 5.75%2/226/251,579 1,160 553 — %(7)(8)(10)(31) (33)
1,579 1,160 553 
Isolstar Holding NV (IPCOM)Trading Companies & DistributorsFirst Lien Senior Secured Term LoanEURIBOR + 6.50%, 8.1% Cash10/2210/294,583 4,044 4,436 0.4 %(3)(7)(8)(12)
4,583 4,044 4,436 
ITI Intermodal, Inc.Transportation ServicesFirst Lien Senior Secured Term LoanLIBOR + 4.75%, 9.1% Cash12/2112/27714 700 703 0.1 %(7)(8)(9)
RevolverLIBOR + 4.75%, 9.1% Cash12/2112/27— %(7)(8)(9)
Common Stock (1,433.37 shares)N/A1/22N/A144 127 — %(7)(34)
720 848 835 
Ivanti Software, Inc.High Tech IndustriesSecond Lien Senior Secured Term LoanLIBOR + 7.25%, 12.0% Cash2/2212/286,000 5,989 3,383 0.3 %(8)(10)(33)
6,000 5,989 3,383 
Jade Bidco Limited (Jane's)Aerospace & DefenseFirst Lien Senior Secured Term LoanEURIBOR + 5.50%, 7.9% Cash11/192/294,083 4,082 4,009 0.3 %(3)(7)(8)(14)
First Lien Senior Secured Term LoanSOFR + 5.50%, 9.3% Cash11/192/296,714 6,576 6,592 0.5 %(3)(7)(8)(17)
10,797 10,658 10,601 
Jaguar Merger Sub Inc.Other FinancialFirst Lien Senior Secured Term LoanSOFR + 5.00%, 9.5% Cash12/219/247,652 7,571 7,617 0.6 %(7)(8)(16)
RevolverSOFR + 5.00%, 9.5% Cash12/219/24— (4)(2)— %(7)(8)(16)
7,652 7,567 7,615 
Jedson Engineering, Inc.Engineering & Construction ManagementFirst Lien Loan12.0% Cash12/206/232,650 2,650 2,650 0.2 %(7)(32)
2,650 2,650 2,650 
JetBlue 2019-1 Class B Pass Through TrustAirlinesStructured Secured Note - Class B8.0% Cash8/2011/273,609 3,609 3,511 0.3 %
3,609 3,609 3,511 
JF Acquisition, LLCAutomotiveFirst Lien Senior Secured Term LoanLIBOR + 5.50%, 9.9% Cash5/217/243,827 3,747 3,575 0.3 %(7)(8)(9)
3,827 3,747 3,575 
Jon Bidco LimitedHealthcareFirst Lien Senior Secured Term LoanBKBM + 5.50%, 10.2% Cash3/223/273,580 3,813 3,477 0.3 %(3)(7)(8)(27)
3,580 3,813 3,477 
Jones Fish Hatcheries & Distributors LLCConsumer ProductsFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 10.2% Cash2/222/282,785 2,736 2,745 0.2 %(7)(8)(10)
RevolverLIBOR + 5.75%, 10.2% Cash2/222/28— (7)(6)— %(7)(8)(10)
LLC Units (974.68 units)N/A2/22N/A97 115 — %(7)(34)
2,785 2,826 2,854 
51

Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2022
(Amounts in thousands, except share amounts)
Portfolio Company(6)
Industry
Investment Type (1) (2)
InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
Kano Laboratories LLCChemicals, Plastics & RubberFirst Lien Senior Secured Term LoanLIBOR + 5.00%, 10.1% Cash11/2011/26$5,652 $5,535 $5,545 0.5 %(7)(8)(11)
Partnership Equity (203.2 units)N/A11/20N/A203 191 — %(7)(34)
5,652 5,738 5,736 
Kene Acquisition, Inc. (En Engineering)Oil & Gas Equipment & ServicesFirst Lien Senior Secured Term LoanLIBOR + 4.25%, 9.0% Cash8/198/267,151 7,071 7,027 0.6 %(7)(8)(10)
7,151 7,071 7,027 
Kid Distro Holdings, LLCMedia & EntertainmentFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 10.5% Cash10/2110/279,232 9,080 9,125 0.8 %(7)(8)(10)
LLC Units (637,677.11 units)N/A10/21N/A638 577 — %(7)(34)
9,232 9,718 9,702 
Kona Buyer, LLCHigh Tech IndustriesFirst Lien Senior Secured Term LoanSOFR + 4.75%, 9.3% Cash12/2012/278,767 8,615 8,623 0.7 %(7)(8)(16)
8,767 8,615 8,623 
Lambir Bidco LimitedHealthcareFirst Lien Senior Secured Term LoanEURIBOR + 6.00%, 8.5% Cash12/2112/284,708 4,794 4,397 0.4 %(3)(7)(8)(13)
Second Lien Senior Secured Term Loan12.0% PIK12/216/291,497 1,533 1,409 0.1 %(3)(7)
6,205 6,327 5,806 
Lattice Group Holdings Bidco LimitedTechnologyFirst Lien Senior Secured Term LoanSOFR + 5.25%, 8.3% Cash5/225/29667 645 633 0.1 %(3)(7)(8)(17)
RevolverSOFR + 5.25%, 9.8% Cash5/2211/2835 35 34 — %(3)(7)(8)(16)
702 680 667 
LeadsOnline, LLCBusiness Equipment & ServicesFirst Lien Senior Secured Term LoanLIBOR + 4.75%, 9.5% Cash2/222/2810,276 10,119 10,150 0.8 %(7)(8)(10)
RevolverLIBOR + 4.75%, 9.5% Cash2/222/28— (39)(32)— %(7)(8)(10)
LLC Units (52,493.44 units)N/A2/22N/A52 65 — %(7)(34)
10,276 10,132 10,183 
Learfield Communications, LLCBroadcastingFirst Lien Senior Secured Term LoanLIBOR + 3.25%, 7.6% Cash8/2012/23134 94 100 — %(8)(9)
First Lien Senior Secured Term Loan3.0% Cash, LIBOR + 10.0% PIK8/2012/238,807 8,784 8,455 0.7 %(10)
8,941 8,878 8,555 
Legal Solutions HoldingsBusiness ServicesSenior Subordinated Loan16.0% PIK12/203/2312,319 10,129 — — %(7)(31)(32)
12,319 10,129 — 
Liberty Steel Holdings USA Inc.Industrial OtherRevolverSOFR + 4.50%, 8.8% Cash4/224/2520,000 19,847 19,846 1.6 %(7)(8)(15)
20,000 19,847 19,846 
Lifestyle Intermediate II, LLCConsumer Goods: DurableFirst Lien Senior Secured Term LoanLIBOR + 7.00%, 10.7% Cash2/221/263,194 3,194 2,980 0.2 %(7)(8)(10)(33)
RevolverLIBOR + 7.00%, 10.7% Cash2/221/26— — (168)— %(7)(8)(10)(33)
3,194 3,194 2,812 
LivTech Purchaser, Inc.Business ServicesFirst Lien Senior Secured Term LoanLIBOR + 5.00%, 9.7% Cash1/2112/25862 855 837 0.1 %(7)(8)(10)
862 855 837 
LogMeIn, Inc.High Tech IndustriesFirst Lien Senior Secured Term LoanLIBOR + 4.75%, 9.1% Cash2/228/271,960 1,942 1,253 0.1 %(8)(9)(33)
1,960 1,942 1,253 
Long Term Care Group, Inc.HealthcareFirst Lien Senior Secured Term LoanLIBOR + 6.00%, 10.3% Cash4/229/278,041 7,897 7,816 0.6 %(7)(8)(9)
8,041 7,897 7,816 
52

Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2022
(Amounts in thousands, except share amounts)
Portfolio Company(6)
Industry
Investment Type (1) (2)
InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
Magnetite XIX, LimitedMulti-Sector HoldingsSubordinated NotesLIBOR + 8.77%, 12.8% Cash2/224/34$5,250 $5,107 $4,450 0.4 %(3)(10)(33)
Subordinated Structured NotesResidual Interest, current yield 11.12%2/224/3413,730 9,377 7,992 0.7 %(3)(33)
18,980 14,484 12,442 
Marmoutier Holding B.V.Consumer ProductsFirst Lien Senior Secured Term LoanEURIBOR + 6.00%, 8.8% Cash12/2112/282,181 2,219 2,093 0.1 %(3)(7)(8)(14)
RevolverEURIBOR + 5.00%, 7.8% Cash12/216/2746 42 40 — %(3)(7)(8)(13)
2,227 2,261 2,133 
Marshall Excelsior Co.Capital GoodsFirst Lien Senior Secured Term LoanSOFR + 5.50%, 9.8% Cash2/222/2810,945 10,786 10,794 0.9 %(7)(8)(16)
RevolverPrime + 4.50%, 11.5% Cash2/222/281,240 1,215 1,217 0.1 %(7)(8)(30)
12,185 12,001 12,011 
MC Group Ventures CorporationBusiness ServicesFirst Lien Senior Secured Term LoanLIBOR + 5.50%, 9.9% Cash7/216/274,171 4,096 4,123 0.3 %(7)(8)(9)
Partnership Units (746.66 units)N/A6/21N/A747 781 0.1 %(7)(34)
4,171 4,843 4,904 
Media Recovery, Inc. (SpotSee)Containers, Packaging & GlassFirst Lien Senior Secured Term LoanSOFR + 5.50%, 10.3% Cash11/1911/252,903 2,872 2,903 0.2 %(7)(8)(16)
First Lien Senior Secured Term LoanSONIA + 6.00%, 9.4% Cash12/2011/253,894 4,257 3,894 0.3 %(7)(8)(18)
6,797 7,129 6,797 
Median B.V.HealthcareFirst Lien Senior Secured Term LoanSONIA + 6.00%, 9.4% Cash2/2210/278,962 9,797 7,449 0.6 %(3)(8)(19)
8,962 9,797 7,449 
Medical Solutions Parent Holdings, Inc.HealthcareSecond Lien Senior Secured Term LoanLIBOR + 7.00%, 11.4% Cash11/2111/294,421 4,382 4,067 0.3 %(8)(9)
4,421 4,382 4,067 
Mercell Holding ASTechnologyFirst Lien Senior Secured Term LoanNIBOR + 6.00%, 9.1% Cash8/228/293,188 3,124 3,102 0.3 %(3)(7)(8)(29)
Class A Units (114.4 units)N/A8/22N/A111 116 — %(3)(7)(34)
Class B Units (28,943.8 units)N/A8/22N/A— — — %(3)(7)(34)
3,188 3,235 3,218 
MNS Buyer, Inc.Construction and BuildingFirst Lien Senior Secured Term LoanLIBOR + 5.50%, 9.9% Cash8/218/27912 897 835 0.1 %(7)(8)(9)
Partnership Units (76.92 units)N/A8/21N/A77 54 — %(7)(34)
912 974 889 
Modern Star Holdings Bidco Pty Limited.Non-durable Consumer GoodsFirst Lien Senior Secured Term LoanBBSY + 6.25%, 9.1% Cash12/2012/267,805 8,324 7,634 0.6 %(3)(7)(8)(21)
7,805 8,324 7,634 
Murphy Midco LimitedMedia, Diversified & ProductionFirst Lien Senior Secured Term LoanSONIA + 5.00%, 8.2% Cash11/2011/271,169 1,258 1,150 0.1 %(3)(7)(8)(20)
1,169 1,258 1,150 
Music Reports, Inc.Media & EntertainmentFirst Lien Senior Secured Term LoanLIBOR + 5.50%, 9.8% Cash8/208/266,923 6,810 6,816 0.6 %(7)(8)(9)
6,923 6,810 6,816 
Napa Bidco Pty LtdHealthcareFirst Lien Senior Secured Term LoanBBSY + 6.00%, 9.6% Cash3/223/2818,869 19,527 16,963 1.4 %(3)(7)(8)(23)
18,869 19,527 16,963 
53

Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2022
(Amounts in thousands, except share amounts)
Portfolio Company(6)
Industry
Investment Type (1) (2)
InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
Narda Acquisitionco., Inc.Aerospace & DefenseFirst Lien Senior Secured Term LoanLIBOR + 5.50%, 10.2% Cash12/2112/27$5,637 $5,553 $5,096 0.4 %(7)(8)(10)
RevolverLIBOR + 5.50%, 10.2% Cash12/2112/27131 112 — %(7)(8)(10)
Class A Preferred Stock (4,587.38 shares)N/A12/21N/A459 300 — %(7)(34)
Class B Common Stock (509.71 shares)N/A12/21N/A51 — — %(7)(34)
5,768 6,175 5,401 
Navia Benefit Solutions, Inc.Healthcare & PharmaceuticalsFirst Lien Senior Secured Term LoanLIBOR + 5.25%, 9.6% Cash2/212/272,694 2,663 2,649 0.2 %(7)(8)(9)
First Lien Senior Secured Term LoanSOFR + 5.25%, 9.6% Cash11/222/272,993 2,920 2,918 0.2 %(7)(8)(15)
5,687 5,583 5,567 
Nexus Underwriting Management LimitedOther FinancialFirst Lien Senior Secured Term LoanSONIA + 5.25%, 7.4% Cash10/2110/281,540 1,684 1,508 0.1 %(3)(7)(8)(20)
RevolverSONIA + 5.25%, 7.4% Cash10/214/23184 202 184 — %(3)(7)(8)(20)
1,724 1,886 1,692 
NGS US Finco, LLC (f/k/a Dresser Natural Gas Solutions)Energy Equipment & ServicesFirst Lien Senior Secured Term LoanLIBOR + 4.25%, 8.6% Cash10/1810/254,704 4,693 4,697 0.4 %(7)(8)(9)
4,704 4,693 4,697 
Northstar Recycling, LLCEnvironmental IndustriesFirst Lien Senior Secured Term LoanLIBOR + 4.75%, 9.5% Cash10/219/272,475 2,434 2,446 0.2 %(7)(8)(10)
2,475 2,434 2,446 
Novotech Aus Bidco Pty LtdHealthcareFirst Lien Senior Secured Term LoanBBSY + 5.25%, 8.8% Cash1/221/283,490 3,667 3,406 0.3 %(3)(7)(8)(23)
First Lien Senior Secured Term LoanSOFR + 5.75%, 9.6% Cash1/221/28474 449 443 — %(3)(7)(8)(17)
3,964 4,116 3,849 
NPM Investments 28 B.V.HealthcareFirst Lien Senior Secured Term LoanEURIBOR + 6.25%, 8.5% Cash9/2210/292,143 1,904 2,084 0.2 %(3)(7)(8)(13)
2,143 1,904 2,084 
OA Buyer, Inc.HealthcareFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 10.1% Cash12/2112/285,588 5,488 5,501 0.5 %(7)(8)(9)
RevolverLIBOR + 5.75%, 10.1% Cash12/2112/28— (23)(21)— %(7)(8)(9)
Partnership Units (210,920.11 units)N/A12/21N/A211 226 — %(7)(34)
5,588 5,676 5,706 
OAC Holdings I CorpAutomotiveFirst Lien Senior Secured Term LoanSOFR + 5.00%, 10.0% Cash3/223/293,621 3,556 3,567 0.3 %(7)(8)(17)
RevolverSOFR + 5.00%, 10.0% Cash3/223/28763 739 743 0.1 %(7)(8)(17)
4,384 4,295 4,310 
Offen Inc.Transportation: CargoFirst Lien Senior Secured Term LoanLIBOR + 5.00%, 8.4% Cash2/226/263,739 3,702 3,627 0.3 %(7)(9)(33)
3,739 3,702 3,627 
OG III B.V.Containers & Glass ProductsFirst Lien Senior Secured Term LoanEURIBOR + 5.75%, 7.9% Cash6/216/283,381 3,674 3,310 0.3 %(3)(7)(8)(13)
3,381 3,674 3,310 
Omni Intermediate Holdings, LLCTransportationFirst Lien Senior Secured Term LoanSOFR + 5.00%, 9.7% Cash12/2012/266,134 6,098 5,995 0.5 %(7)(8)(16)
6,134 6,098 5,995 
Options Technology Ltd.Computer ServicesFirst Lien Senior Secured Term LoanLIBOR + 4.75%, 9.0% Cash12/1912/252,290 2,266 2,251 0.2 %(3)(7)(8)(11)
2,290 2,266 2,251 
54

Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2022
(Amounts in thousands, except share amounts)
Portfolio Company(6)
Industry
Investment Type (1) (2)
InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
Oracle Vision Bidco LimitedHealthcareFirst Lien Senior Secured Term LoanSONIA + 4.75%, 7.7% Cash6/215/28$2,753 $3,151 $2,753 0.2 %(3)(7)(8)(20)
2,753 3,151 2,753 
Origin Bidco LimitedTechnologyFirst Lien Senior Secured Term LoanEURIBOR + 5.75%, 7.7% Cash6/216/28354 395 342 — %(3)(7)(8)(13)
First Lien Senior Secured Term LoanLIBOR + 5.75%, 10.5% Cash6/216/28597 584 577 — %(3)(7)(8)(10)
951 979 919 
OSP Hamilton Purchaser, LLCTechnologyFirst Lien Senior Secured Term LoanLIBOR + 6.00%, 10.2% Cash12/2112/272,258 2,219 2,190 0.2 %(7)(8)(10)
First Lien Senior Secured Term LoanSOFR + 6.00%, 10.5% Cash12/2212/272,274 2,206 2,206 0.2 %(7)(8)(16)
RevolverLIBOR + 6.00%, 10.2% Cash12/2112/27— (3)(6)— %(7)(8)(10)
LP Units (60,040 units)N/A7/22N/A208 221 — %(7)(34)
4,532 4,630 4,611 
Panoche Energy Center LLCElectricFirst Lien Senior Secured Bond6.9% Cash7/227/294,924 4,430 4,628 0.4 %(7)
4,924 4,430 4,628 
Pare SAS (SAS Maurice MARLE)Health Care EquipmentFirst Lien Senior Secured Term LoanEURIBOR + 5.25%, 7.1% Cash, 0.75% PIK12/1912/262,720 2,807 2,638 0.2 %(3)(7)(8)(14)
First Lien Senior Secured Term LoanSOFR + 6.50%, 9.6% Cash11/2210/261,500 1,500 1,455 0.1 %(3)(7)(8)(16)
4,220 4,307 4,093 
Patriot New Midco 1 Limited (Forensic Risk Alliance)Diversified Financial ServicesFirst Lien Senior Secured Term LoanEURIBOR + 6.75%, 8.5% Cash2/202/272,838 2,850 2,702 0.2 %(3)(7)(8)(13)
First Lien Senior Secured Term LoanLIBOR + 6.75%, 11.4% Cash2/202/273,318 3,264 3,159 0.3 %(3)(7)(8)(10)
6,156 6,114 5,861 
PDQ.Com CorporationBusiness Equipment & ServicesFirst Lien Senior Secured Term LoanLIBOR + 4.75%, 9.4% Cash8/218/278,350 8,116 8,172 0.7 %(7)(8)(10)
Class A-2 Partnership Units (28.8 units)N/A8/21N/A29 41 — %(7)(34)
8,350 8,145 8,213 
Perimeter Master Note Business TrustCredit Card ABSStructured Secured Note - Class A4.7% Cash5/225/27182 182 165 — %(3)(7)
Structured Secured Note - Class B5.4% Cash5/225/27182 182 162 — %(3)(7)
Structured Secured Note - Class C5.9% Cash5/225/27182 182 157 — %(3)(7)
Structured Secured Note - Class D8.5% Cash5/225/27181 181 158 — %(3)(7)
Structured Secured Note - Class E11.4% Cash5/225/279,273 9,273 8,154 0.7 %(3)(7)
10,000 10,000 8,796 
Permaconn BidCo Pty LtdTele-communicationsFirst Lien Senior Secured Term LoanBBSY + 6.00%, 9.1% Cash12/2112/272,779 2,864 2,728 0.2 %(3)(7)(8)(22)
2,779 2,864 2,728 
Polara Enterprises, L.L.C.Capital EquipmentFirst Lien Senior Secured Term LoanLIBOR + 4.75%, 9.6% Cash12/2112/271,230 1,209 1,210 0.1 %(7)(8)(10)
RevolverLIBOR + 4.75%, 9.6% Cash12/2112/27— (9)(9)— %(7)(8)(10)
Partnership Units (7,408.6 units)N/A12/21N/A741 823 0.1 %(7)(34)
1,230 1,941 2,024 
55

Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2022
(Amounts in thousands, except share amounts)
Portfolio Company(6)
Industry
Investment Type (1) (2)
InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
Policy Services Company, LLCProperty & Casualty InsuranceFirst Lien Senior Secured Term LoanLIBOR + 6.00%, 8.8% Cash, 4.0% PIK12/216/26$49,636 $48,487 $48,490 4.0 %(7)(8)(10)
Warrants - Class A (2.55830 units)N/A12/21N/A— 438 — %(7)(34)
Warrants - Class B (0.86340 units)N/A12/21N/A— 148 — %(7)(34)
Warrants - Class CC (0.08870 units)N/A12/21N/A— — — %(7)(34)
Warrants - Class D (0.24710 units)N/A12/21N/A— 42 — %(7)(34)
49,636 48,487 49,118 
Polymer Solutions Group Holdings, LLCChemicals, Plastics & RubberFirst Lien Senior Secured Term LoanLIBOR + 7.00%, 11.4% Cash2/221/23997 997 987 0.1 %(7)(8)(9)(33)
997 997 987 
Premium Franchise Brands, LLCResearch & Consulting ServicesFirst Lien Senior Secured Term LoanLIBOR + 6.25%, 9.9% Cash12/2012/2612,676 12,496 12,510 1.0 %(7)(8)(10)
12,676 12,496 12,510 
Premium InvestBrokerage, Asset Managers & ExchangesFirst Lien Senior Secured Term LoanEURIBOR + 5.75%, 8.5% Cash6/216/285,656 5,804 5,656 0.5 %(3)(7)(8)(14)
5,656 5,804 5,656 
Preqin MC LimitedBanking, Finance, Insurance & Real EstateFirst Lien Senior Secured Term LoanLIBOR + 5.25%, 8.6% Cash8/217/282,789 2,719 2,719 0.2 %(3)(7)(8)(11)
2,789 2,719 2,719 
Process Equipment, Inc. (ProcessBarron)Industrial Air & Material Handling EquipmentFirst Lien Senior Secured Term LoanSOFR + 5.75%, 10.3% Cash3/193/255,458 5,430 4,907 0.4 %(7)(8)(16)
First Lien Senior Secured Term LoanLIBOR + 6.00%, 10.4% Cash3/193/25338 337 304 — %(7)(8)(9)
5,796 5,767 5,211 
Professional Datasolutions, Inc. (PDI)Application SoftwareFirst Lien Senior Secured Term LoanLIBOR + 4.50%, 8.7% Cash3/1910/241,822 1,821 1,751 0.1 %(7)(8)(10)
1,822 1,821 1,751 
ProfitOptics, LLCTechnologyFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 9.6% Cash3/223/281,648 1,619 1,624 0.1 %(7)(8)(11)
RevolverLIBOR + 5.75%, 9.6% Cash3/223/28— (8)(7)— %(7)(8)(11)
Second Lien Senior Subordinated Term Loan8.0% Cash3/223/2981 81 74 — %(7)
LLC Units (241,935.48 units)N/A3/22N/A161 172 — %(7)(34)
1,729 1,853 1,863 
Proppants Holding, LLCEnergy: Oil & GasLLC Units (1,668,106 units)N/A2/22N/A— — — %(7)(33)(34)
— — 
Protego Bidco B.V.Aerospace & DefenseFirst Lien Senior Secured Term LoanEURIBOR + 6.00%, 7.7% Cash3/213/281,453 1,569 1,365 0.1 %(3)(7)(8)(14)
RevolverEURIBOR + 5.25%, 7.1% Cash3/213/272,090 2,275 2,017 0.2 %(3)(7)(8)(14)
3,543 3,844 3,382 
PSP Intermediate 4, LLCTechnologyFirst Lien Senior Secured Term LoanEURIBOR + 5.25%, 7.3% Cash5/225/29872 825 829 0.1 %(3)(7)(8)(13)
First Lien Senior Secured Term LoanLIBOR + 5.25%, 10.0% Cash5/225/29866 844 842 0.1 %(3)(7)(8)(10)
1,738 1,669 1,671 
QPE7 SPV1 BidCo Pty LtdConsumer CyclicalFirst Lien Senior Secured Term LoanBBSY + 5.50%, 8.6% Cash9/219/261,870 1,965 1,821 0.1 %(3)(7)(8)(21)
1,870 1,965 1,821 
Questel UniteBusiness ServicesFirst Lien Senior Secured Term LoanLIBOR + 6.25%, 11.0% Cash12/2012/276,892 6,815 6,692 0.6 %(3)(7)(8)(10)
6,892 6,815 6,692 
56

Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2022
(Amounts in thousands, except share amounts)
Portfolio Company(6)
Industry
Investment Type (1) (2)
InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
R1 Holdings, LLCTransportationFirst Lien Senior Secured Term LoanSOFR + 6.25%, 10.8% Cash12/2212/28$10,304 $9,873 $9,873 0.8 %(7)(8)(16)
RevolverSOFR + 6.25%, 10.8% Cash12/2212/28472 403 403 — %(7)(8)(16)
10,776 10,276 10,276 
RA Outdoors, LLCHigh Tech IndustriesFirst Lien Senior Secured Term LoanLIBOR + 6.75%, 11.4% Cash2/224/2612,917 12,658 12,658 1.0 %(7)(8)(10)(33)
RevolverLIBOR + 6.75%, 11.4% Cash2/224/26— — (25)— %(7)(8)(10)(33)
12,917 12,658 12,633 
Randys Holdings, Inc.Automobile ManufacturersFirst Lien Senior Secured Term LoanSOFR + 6.50%, 10.6% Cash11/2210/2813,237 12,727 12,708 1.1 %(7)(8)(16)
RevolverSOFR + 6.50%, 10.6% Cash11/2210/28294 239 238 — %(7)(8)(16)
Partnership Units (5,333 units)N/A11/2212/99533 533 — %(7)(34)
13,531 13,499 13,479 
Recovery Point Systems, Inc.TechnologyFirst Lien Senior Secured Term LoanLIBOR + 6.50%, 10.3% Cash8/207/2611,530 11,379 11,392 0.9 %(7)(8)(10)
Partnership Equity (187,235 units)N/A3/21N/A187 125 — %(7)(34)
11,530 11,566 11,517 
Renovation Parent Holdings, LLCHome FurnishingsFirst Lien Senior Secured Term LoanLIBOR + 5.50%, 10.1% Cash11/2111/274,806 4,706 4,556 0.4 %(7)(8)(10)
Partnership Equity (197,368.42 units)N/A11/21N/A197 152 — %(7)(34)
4,806 4,903 4,708 
REP SEKO MERGER SUB LLCAir Freight & LogisticsFirst Lien Senior Secured Term LoanEURIBOR + 4.75%, 6.6% Cash6/2212/269,557 9,245 9,438 0.8 %(7)(8)(12)
First Lien Senior Secured Term LoanLIBOR + 4.75%, 9.5% Cash12/2012/261,300 1,264 1,274 0.1 %(7)(8)(10)
10,857 10,509 10,712 
Resolute Investment Managers, Inc.Banking, Finance, Insurance & Real EstateSecond Lien Senior Secured Term LoanLIBOR + 8.00%, 12.4% Cash2/224/255,081 5,107 4,243 0.3 %(7)(8)(10)(33)
5,081 5,107 4,243 
Resonetics, LLCHealth Care EquipmentSecond Lien Senior Secured Term LoanLIBOR + 7.00%, 11.7% Cash4/214/294,011 3,942 3,926 0.3 %(7)(8)(10)
4,011 3,942 3,926 
Reward Gateway (UK) LtdPrecious Metals & MineralsFirst Lien Senior Secured Term LoanSONIA + 6.25%, 8.4% Cash8/216/282,891 3,230 2,840 0.2 %(3)(7)(8)(20)
2,891 3,230 2,840 
Riedel Beheer B.V.Food & BeverageFirst Lien Senior Secured Term LoanEURIBOR + 6.25%, 8.5% Cash12/2112/282,213 2,248 2,162 0.2 %(3)(7)(8)(13)
2,213 2,248 2,162 
Royal Buyer, LLCIndustrial OtherFirst Lien Senior Secured Term LoanSOFR + 6.00%, 10.4% Cash8/228/2811,044 10,791 10,808 0.9 %(7)(8)(16)
RevolverSOFR + 6.00%, 10.4% Cash8/228/28408 374 377 — %(7)(8)(16)
11,452 11,165 11,185 
RPX CorporationResearch & Consulting ServicesFirst Lien Senior Secured Term LoanLIBOR + 5.50%, 9.9% Cash10/2010/257,290 7,174 7,144 0.6 %(7)(8)(10)
7,290 7,174 7,144 
57

Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2022
(Amounts in thousands, except share amounts)
Portfolio Company(6)
Industry
Investment Type (1) (2)
InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
RTIC Subsidiary Holdings, LLCConsumer Goods: DurableFirst Lien Senior Secured Term LoanSOFR + 7.75%, 12.0% Cash2/229/25$10,032 $10,032 $9,761 0.8 %(7)(8)(15)(33)
RevolverSOFR + 7.75%, 12.0% Cash2/229/251,587 1,587 1,480 0.1 %(7)(8)(15)(33)
Class A Preferred Stock (145.347 shares)N/A2/22N/A— %(7)(33)
Class B Preferred Stock (145.347 shares)N/A2/22N/A— — — %(7)(33)(34)
Class C Preferred Stock (7,844.03 shares)N/A2/22N/A450 155 — %(7)(33)(34)
Common Stock (153 shares)N/A2/22N/A— — — %(7)(33)(34)
11,619 12,073 11,397 
Ruffalo Noel Levitz, LLCMedia ServicesFirst Lien Senior Secured Term LoanLIBOR + 6.00%, 10.7% Cash1/195/249,445 9,445 9,238 0.8 %(7)(8)(10)
9,445 9,445 9,238 
Safety Products Holdings, LLCNon-durable Consumer GoodsFirst Lien Senior Secured Term LoanLIBOR + 6.00%, 11.2% Cash12/2012/2611,949 11,762 11,792 1.0 %(7)(8)(10)
Preferred Stock (372.1 shares)N/A12/20N/A372 460 — %(7)(34)
11,949 12,134 12,252 
Sanoptis S.A.R.L.Healthcare & PharmaceuticalsFirst Lien Senior Secured Term LoanEURIBOR + 5.50%, 8.2% Cash6/227/292,044 1,784 1,939 0.2 %(3)(7)(8)(14)
First Lien Senior Secured Term LoanSARON + 5.50%, 5.9% Cash6/227/293,996 3,738 3,886 0.3 %(3)(7)(8)(28)
6,040 5,522 5,825 
Scaled Agile, Inc.Research & Consulting ServicesFirst Lien Senior Secured Term LoanSOFR + 5.50%, 10.2% Cash12/2112/281,735 1,701 1,716 0.1 %(7)(8)(16)
RevolverSOFR + 5.50%, 10.2% Cash12/2112/28— (6)(3)— %(7)(8)(16)
1,735 1,695 1,713 
Scout Bidco B.V.Diversified ManufacturingFirst Lien Senior Secured Term LoanEURIBOR + 6.00%, 8.0% Cash5/223/296,485 6,286 6,310 0.5 %(3)(7)(8)(13)
RevolverEURIBOR + 6.00%, 8.0% Cash5/223/29— (24)(21)— %(3)(7)(8)(13)
6,485 6,262 6,289 
Sereni Capital NVConsumer CyclicalFirst Lien Senior Secured Term LoanEURIBOR + 5.75%, 8.2% Cash5/2211/28358 331 348 — %(3)(7)(8)(14)
First Lien Senior Secured Term LoanEURIBOR + 5.75%, 8.2% Cash5/225/29490 479 479 — %(3)(7)(8)(14)
848 810 827 
Serta Simmons Bedding LLCHome FurnishingsSuper Priority First OutLIBOR + 7.50%, 12.3% Cash6/208/237,276 7,228 7,148 0.6 %(8)(10)
Super Priority Second OutLIBOR + 7.50%, 12.3% Cash6/208/233,571 3,372 1,625 0.1 %(8)(10)
10,847 10,600 8,773 
Shelf Bidco Ltd.Other FinancialFirst Lien Senior Secured Term LoanSOFR + 6.00%, 10.7% Cash12/221/3034,800 33,720 33,720 2.8 %(3)(7)(8)(16)
Common Stock (1,200,000 shares)N/A12/22NA1,200 1,200 0.1 %(3)(7)(34)
34,800 34,920 34,920 
SISU ACQUISITIONCO., INC.Aerospace & DefenseFirst Lien Senior Secured Term LoanLIBOR + 5.50%, 10.2% Cash12/2012/266,938 6,840 6,376 0.5 %(7)(8)(10)
6,938 6,840 6,376 
SMART Financial Operations, LLCBanking, Finance, Insurance & Real EstatePreferred Stock (1,000,000 shares)N/A2/22N/A— 110 — %(7)(33)(34)
— 110 
58

Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2022
(Amounts in thousands, except share amounts)
Portfolio Company(6)
Industry
Investment Type (1) (2)
InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
Smartling, Inc.TechnologyFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 10.1% Cash11/2110/27$13,707 $13,445 $13,393 1.1 %(7)(8)(9)
RevolverLIBOR + 5.75%, 10.1% Cash11/2110/27— (19)(24)— %(7)(8)(9)
13,707 13,426 13,369 
Smile Brands Group Inc.Health Care ServicesFirst Lien Senior Secured Term LoanLIBOR + 4.50%, 7.9% Cash10/1810/254,536 4,521 4,196 0.3 %(7)(8)(11)
First Lien Senior Secured Term LoanLIBOR + 4.50%, 7.9% Cash12/2010/25614 606 565 — %(7)(8)(11)
5,150 5,127 4,761 
SN BUYER, LLCHealth Care ServicesFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 10.0% Cash12/2012/2611,129 10,972 10,951 0.9 %(7)(8)(10)
11,129 10,972 10,951 
Soho Square III Debtco II SARLDiversified Capital MarketsFirst Lien Senior Secured Term Loan9.5% PIK10/2210/275,639 5,177 5,616 0.5 %(3)(7)
5,639 5,177 5,616 
Solo Buyer, L.P.TechnologyFirst Lien Senior Secured Term LoanSOFR + 6.25%, 10.4% Cash12/2212/2922,606 22,046 22,041 1.8 %(7)(8)(16)
RevolverSOFR + 6.25%, 10.4% Cash12/2212/28— (49)(50)— %(7)(8)(16)
Partnership Units (516,399 units)N/A12/22N/A516 516 — %(7)(34)
22,606 22,513 22,507 
Sound Point CLO XX, Ltd.Multi-Sector HoldingsSubordinated Structured NotesResidual Interest, current yield 16.53%2/227/314,489 2,205 1,192 0.1 %(3)(33)
4,489 2,205 1,192 
Sparus Holdings, LLC
(f/k/a Sparus Holdings, Inc.)
Other UtilityFirst Lien Senior Secured Term LoanSOFR + 5.00%, 9.6% Cash11/223/271,674 1,623 1,621 0.1 %(7)(8)(16)
RevolverSOFR + 5.00%, 9.6% Cash11/223/27— (3)(4)— %(7)(8)(16)
1,674 1,620 1,617 
Spatial Business Systems LLCElectricFirst Lien Senior Secured Term LoanSOFR + 5.50%, 9.7% Cash10/2210/286,094 5,766 5,754 0.5 %(7)(8)(15)
RevolverSOFR + 5.50%, 9.7% Cash10/2210/28— (34)(35)— %(7)(8)(15)
6,094 5,732 5,719 
Springbrook Software (SBRK Intermediate, Inc.)Enterprise Software & ServicesFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 10.1% Cash12/1912/2620,928 20,660 20,510 1.7 %(7)(8)(9)
First Lien Senior Secured Term LoanSOFR + 6.50%, 11.1% Cash12/2212/262,819 2,763 2,763 0.2 %(7)(8)(16)
23,747 23,423 23,273 
SSCP Pegasus Midco LimitedHealthcare & PharmaceuticalsFirst Lien Senior Secured Term LoanSONIA + 6.50%, 9.4% Cash12/2011/272,446 2,566 2,383 0.2 %(3)(7)(8)(19)
2,446 2,566 2,383 
Starnmeer B.V.TechnologyFirst Lien Senior Secured Term LoanLIBOR + 6.30%, 10.7% Cash10/214/272,500 2,469 2,477 0.2 %(3)(7)(8)(10)
2,500 2,469 2,477 
Superjet Buyer, LLCTechnologyFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 10.5% Cash12/2112/2713,043 12,818 12,860 1.1 %(7)(8)(10)
RevolverLIBOR + 5.75%, 10.5% Cash12/2112/27— (31)(26)— %(7)(8)(10)
13,043 12,787 12,834 
Syniverse Holdings, Inc.Technology DistributorsSeries A Preferred Equity (7,575,758 units)12.5% PIK5/22N/A7,945 6,515 0.5 %(7)
7,945 6,515 
59

Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2022
(Amounts in thousands, except share amounts)
Portfolio Company(6)
Industry
Investment Type (1) (2)
InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
Syntax Systems LtdTechnologyFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 10.1% Cash11/2110/28$2,018 $1,992 $1,812 0.2 %(3)(7)(8)(9)
RevolverLIBOR + 5.75%, 10.1% Cash11/2110/26674 666 622 0.1 %(3)(7)(8)(9)
2,692 2,658 2,434 
TA SL Cayman Aggregator Corp.TechnologySubordinated Term Loan7.8% PIK7/217/282,175 2,143 2,110 0.2 %(7)
Common Stock (1,589 shares)N/A7/21N/A50 60 — %(7)(34)
2,175 2,193 2,170 
Tank Holding CorpMetal & Glass ContainersFirst Lien Senior Secured Term LoanSOFR + 5.75%, 10.2% Cash3/223/2811,099 10,876 10,877 0.9 %(7)(8)(15)
RevolverSOFR + 5.75%, 10.2% Cash3/223/28175 157 157 — %(7)(8)(15)
11,274 11,033 11,034 
Tanqueray Bidco LimitedTechnologyFirst Lien Senior Secured Term LoanSONIA + 6.25%, 8.4% Cash11/2211/291,632 1,486 1,557 0.1 %(3)(7)(8)(19)
1,632 1,486 1,557 
Team Car Care, LLCAutomotiveFirst Lien Senior Secured Term LoanLIBOR + 8.00%, 11.8% Cash2/226/2412,104 12,104 11,970 1.0 %(7)(8)(10)(33)
12,104 12,104 11,970 
Team Services GroupServices: ConsumerFirst Lien Senior Secured Term LoanLIBOR + 5.00%, 9.9% Cash2/2212/279,837 9,837 9,345 0.8 %(7)(8)(11)(33)
Second Lien Senior Secured Term LoanLIBOR + 9.00%, 13.9% Cash2/2212/285,000 4,975 4,700 0.4 %(7)(8)(11)(33)
14,837 14,812 14,045 
Techone B.V.TechnologyFirst Lien Senior Secured Term LoanEURIBOR + 5.50%, 7.9% Cash11/2111/283,750 3,788 3,578 0.3 %(3)(7)(8)(13)
RevolverEURIBOR + 5.50%, 7.9% Cash11/215/28304 296 281 — %(3)(7)(8)(13)
4,054 4,084 3,859 
Tencarva Machinery Company, LLCCapital EquipmentFirst Lien Senior Secured Term LoanLIBOR + 5.00%, 9.7% Cash12/2112/23881 869 871 0.1 %(7)(8)(10)
First Lien Senior Secured Term LoanLIBOR + 5.00%, 9.7% Cash12/2112/275,431 5,349 5,368 0.4 %(7)(8)(10)
RevolverLIBOR + 5.00%, 9.7% Cash12/2112/27— (16)(13)— %(7)(8)(10)
6,312 6,202 6,226 
Terrybear, Inc.Consumer ProductsSubordinated Term Loan10.0% Cash, 4.0% PIK4/224/28263 259 259 — %(7)
Partnership Equity (24,358.97 units)N/A4/22N/A239 255 — %(7)(34)
263 498 514 
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)Brokerage, Asset Managers & ExchangesFirst Lien Senior Secured Term LoanLIBOR + 4.25%, 9.0% Cash10/2112/27839 779 798 0.1 %(7)(8)(10)
RevolverLIBOR + 4.25%, 9.0% Cash10/2112/27— (12)(9)— %(7)(8)(10)
Subordinated Term LoanLIBOR + 7.75%, 12.7% Cash10/2110/283,424 3,366 3,380 0.3 %(7)(8)(11)
4,263 4,133 4,169 
The Cleaver-Brooks Company, Inc.Industrial EquipmentFirst Lien Senior Secured Term LoanSOFR + 5.75%, 10.1% Cash7/227/2826,477 25,927 25,979 2.1 %(7)(8)(15)
Subordinated Term Loan11.0% PIK7/227/295,655 5,536 5,547 0.4 %(7)
32,132 31,463 31,526 
The Hilb Group, LLCInsurance BrokerageFirst Lien Senior Secured Term LoanLIBOR + 5.50%, 9.9% Cash12/1912/261,642 1,598 1,578 0.1 %(7)(8)(9)
First Lien Senior Secured Term LoanLIBOR + 5.75%, 10.1% Cash12/1912/255,652 5,558 5,560 0.5 %(7)(8)(9)
First Lien Senior Secured Term LoanLIBOR + 5.75%, 10.1% Cash12/1912/2614,412 14,183 14,178 1.2 %(7)(8)(9)
21,706 21,339 21,316 
60

Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2022
(Amounts in thousands, except share amounts)
Portfolio Company(6)
Industry
Investment Type (1) (2)
InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
The Octave Music Group, Inc.Media: Diversified & ProductionSecond Lien Senior Secured Term LoanSOFR + 7.50%, 12.1% Cash4/224/30$12,522 $12,289 $12,322 1.0 %(7)(8)(16)
Partnership Equity (676,880.98 units)N/A4/22N/A677 1,019 0.1 %(7)(34)
12,522 12,966 13,341 
Total Safety U.S. Inc.Diversified Support ServicesFirst Lien Senior Secured Term LoanLIBOR + 6.00%, 10.7% Cash11/198/256,126 5,996 5,801 0.5 %(8)(10)
First Lien Senior Secured Term LoanLIBOR + 6.00%, 10.7% Cash, 5.0% PIK7/228/253,561 3,561 3,561 0.3 %(7)(8)(10)
9,687 9,557 9,362 
Trader CorporationTechnologyFirst Lien Senior Secured Term LoanCDOR + 6.75%, 11.6% Cash12/2212/294,601 4,450 4,486 0.4 %(3)(7)(8)(24)
RevolverCDOR + 6.75%, 11.6% Cash12/2212/28— (9)(9)— %(3)(7)(8)(24)
4,601 4,441 4,477 
Transit Technologies LLCSoftwareFirst Lien Senior Secured Term LoanLIBOR + 5.00%, 7.9% Cash2/202/256,035 5,987 5,872 0.5 %(7)(8)(11)
6,035 5,987 5,872 
Transportation Insight, LLCAir Freight & LogisticsFirst Lien Senior Secured Term LoanLIBOR + 4.25%, 8.7% Cash8/1812/2411,200 11,161 11,032 0.9 %(7)(8)(10)
11,200 11,161 11,032 
Trident Maritime Systems, Inc.Aerospace & DefenseFirst Lien Senior Secured Term LoanLIBOR + 4.75%, 9.5% Cash2/212/2714,770 14,597 14,570 1.2 %(7)(8)(10)
14,770 14,597 14,570 
Truck-Lite Co., LLCAutomotive Parts & EquipmentFirst Lien Senior Secured Term LoanSOFR + 6.25%, 11.1% Cash12/1912/2619,316 19,017 18,756 1.5 %(7)(8)(16)
19,316 19,017 18,756 
True Religion Apparel, Inc.RetailPreferred Unit (2.8 units)N/A2/22N/A— — — %(7)(33)(34)
Common Stock (2.71 shares)N/A2/22N/A— — — %(7)(33)
— — 
Trystar, LLCPower Distribution SolutionsFirst Lien Senior Secured Term LoanLIBOR + 4.75%, 9.9% Cash9/189/233,109 3,094 3,075 0.3 %(7)(8)(11)
First Lien Senior Secured Term LoanLIBOR + 5.00%, 9.6% Cash9/189/233,792 3,765 3,750 0.3 %(7)(8)(10)
Class A LLC Units (440.97 units)N/A9/18N/A481 512 — %(7)(34)
6,901 7,340 7,337 
TSM II Luxco 10 SARLChemical & PlasticsSubordinated Term Loan9.3% PIK3/223/2711,438 11,434 11,118 0.9 %(3)(7)(8)
11,438 11,434 11,118 
TSYL Corporate Buyer, Inc.TechnologyFirst Lien Senior Secured Term LoanSOFR + 4.75%, 9.2% Cash12/2212/28637 591 591 — %(7)(8)(16)
RevolverSOFR + 4.75%, 9.2% Cash12/2212/28— (4)(4)— %(7)(8)(16)
Partnership Units (4,673 units)N/A12/22N/A— %(7)(34)
637 592 592 
Turbo Buyer, Inc.Finance CompaniesFirst Lien Senior Secured Term LoanLIBOR + 6.00%, 10.7% Cash11/2112/258,332 8,187 8,061 0.7 %(7)(8)(10)
8,332 8,187 8,061 
Turnberry Solutions, Inc.Consumer CyclicalFirst Lien Senior Secured Term LoanSOFR + 6.25%, 9.2% Cash7/219/264,975 4,900 4,900 0.4 %(7)(8)(16)
4,975 4,900 4,900 
U.S. Silica CompanyMetal & Glass ContainersFirst Lien Senior Secured Term LoanLIBOR + 4.00%, 8.4% Cash8/185/251,456 1,457 1,439 0.1 %(3)(8)(9)
1,456 1,457 1,439 
61

Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2022
(Amounts in thousands, except share amounts)
Portfolio Company(6)
Industry
Investment Type (1) (2)
InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
UKFast Leaders LimitedTechnologyFirst Lien Senior Secured Term LoanSONIA + 7.25%, 10.8% Cash9/209/27$10,934 $11,441 $9,677 0.8 %(3)(7)(8)(19)
10,934 11,441 9,677 
Union Bidco LimitedHealthcareFirst Lien Senior Secured Term LoanSONIA + 5.75%, 9.2% Cash6/226/29882 870 847 0.1 %(3)(7)(8)(19)
882 870 847 
United Therapy Holding III GmbHHealthcareFirst Lien Senior Secured Term LoanEURIBOR + 5.50%, 8.3% Cash4/223/291,230 1,184 1,180 0.1 %(3)(7)(8)(14)
1,230 1,184 1,180 
USLS Acquisition, Inc. (f/k/a US Legal Support, Inc.)Legal ServicesFirst Lien Senior Secured Term LoanSOFR + 5.75%, 10.5% Cash11/1811/2416,203 16,045 15,390 1.3 %(7)(8)(16)
16,203 16,045 15,390 
Utac CeramBusiness ServicesFirst Lien Senior Secured Term LoanEURIBOR + 6.00%, 8.2% Cash9/209/271,601 1,712 1,585 0.1 %(3)(7)(8)(13)
First Lien Senior Secured Term LoanLIBOR + 5.25%, 8.9% Cash2/219/273,518 3,465 3,483 0.3 %(3)(7)(8)(10)
5,119 5,177 5,068 
Validity, Inc.IT Consulting & Other ServicesFirst Lien Senior Secured Term LoanLIBOR + 4.75%, 9.1% Cash7/195/254,783 4,713 4,673 0.4 %(7)(8)(9)
4,783 4,713 4,673 
Velocity Pooling Vehicle, LLCAutomotiveCommon Stock (4,676 shares)N/A2/22N/A60 — %(7)(33)(34)
Warrants (5,591 units)N/A2/22N/A72 — %(7)(33)(34)
132 
Victoria Bidco LimitedIndustrial MachineryFirst Lien Senior Secured Term LoanSONIA + 6.50%, 7.7% Cash3/221/293,331 3,640 3,238 0.3 %(3)(7)(8)(20)
First Lien Senior Secured Term LoanSONIA + 6.50%, 8.7% Cash3/221/29419 411 407 — %(3)(7)(8)(19)
3,750 4,051 3,645 
Vision Solutions Inc.Business Equipment & ServicesSecond Lien Senior Secured Term LoanLIBOR + 7.25%, 11.6% Cash2/224/296,500 6,497 4,771 0.4 %(8)(10)(33)
6,500 6,497 4,771 
VistaJet Pass Through Trust 2021-1BAirlinesStructured Secured Note - Class B6.3% Cash11/212/294,643 4,643 3,792 0.3 %(7)
4,643 4,643 3,792 
Vital Buyer, LLCTechnologyFirst Lien Senior Secured Term LoanLIBOR + 5.50%, 10.2% Cash6/216/287,645 7,520 7,645 0.6 %(7)(8)(10)
Partnership Units (16,442.9 units)N/A6/21N/A164 293 — %(7)(34)
7,645 7,684 7,938 
VOYA CLO 2015-2, LTD.Multi-Sector HoldingsSubordinated Structured NotesResidual Interest, current yield (90.98)%2/227/2710,736 2,930 91 — %(3)(33)
10,736 2,930 91 
VOYA CLO 2016-2, LTD.Multi-Sector HoldingsSubordinated Structured NotesResidual Interest, current yield 10.00%2/227/2811,088 3,301 1,551 0.1 %(3)(33)
11,088 3,301 1,551 
W2O Holdings, Inc.Healthcare TechnologyFirst Lien Senior Secured Term LoanLIBOR + 4.75%, 9.5% Cash10/206/253,334 3,301 3,302 0.3 %(7)(8)(10)
3,334 3,301 3,302 
Walker Edison Furniture Company LLCConsumer Goods: DurableCommon Stock (2,819.53 shares)N/A2/22N/A3,598 — — %(7)(33)(34)
3,598 — 
Watermill-QMC Midco, Inc.AutomotiveEquity (1.62% Partnership Interest)N/A2/22N/A— — — %(7)(33)(34)
— — 
62

Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2022
(Amounts in thousands, except share amounts)
Portfolio Company(6)
Industry
Investment Type (1) (2)
InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
Wawona Delaware Holdings, LLCBeverage & FoodFirst Lien Senior Secured Term LoanLIBOR + 4.75%, 9.2% Cash2/229/26$45 $41 $33 — %(10)(33)
45 41 33 
Wheels Up Experience IncTransportation ServicesFirst Lien Senior Secured Term Loan12.0% Cash10/224/3013,500 12,973 13,153 1.1 %(7)
13,500 12,973 13,153 
Wok Holdings Inc.RetailFirst Lien Senior Secured Term LoanLIBOR + 6.50%, 11.2% Cash2/223/2648 48 41 — %(8)(10)(33)
48 48 41 
Woodland Foods, LLCFood & BeverageFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 10.5% Cash12/2112/275,442 5,350 4,882 0.4 %(7)(8)(10)
RevolverLIBOR + 5.75%, 10.5% Cash12/2112/271,786 1,748 1,556 0.1 %(7)(8)(10)
Common Stock (1,663.31 shares)N/A12/21N/A1,663 1,012 0.1 %(7)(34)
7,228 8,761 7,450 
World 50, Inc.Professional ServicesFirst Lien Senior Secured Term LoanLIBOR + 4.75%, 9.1% Cash9/201/268,917 8,795 8,821 0.7 %(7)(8)(9)
First Lien Senior Secured Term LoanLIBOR + 5.25%, 9.6% Cash1/201/262,468 2,423 2,428 0.2 %(7)(8)(9)
11,385 11,218 11,249 
WWEC Holdings III CorpCapital GoodsFirst Lien Senior Secured Term LoanSOFR + 6.00%, 10.6% Cash10/229/2814,374 13,956 13,937 1.2 %(7)(8)(16)
RevolverSOFR + 6.00%, 10.6% Cash10/229/281,118 1,059 1,056 0.1 %(7)(8)(16)
15,492 15,015 14,993 
Xeinadin Bidco LimitedFinancial OtherFirst Lien Senior Secured Term LoanSONIA + 5.25%, 8.2% Cash5/225/295,646 5,586 5,446 0.4 %(3)(7)(8)(19)
Subordinated Term Loan11.0% PIK5/225/292,572 2,553 2,502 0.2 %(3)(7)
Common Stock (45,665,825 shares)N/A5/22N/A565 549 — %(3)(7)(34)
8,218 8,704 8,497 
ZB Holdco LLCFood & BeverageFirst Lien Senior Secured Term LoanLIBOR + 4.75%, 9.5% Cash2/222/282,684 2,623 2,628 0.2 %(7)(8)(10)
RevolverLIBOR + 4.75%, 9.5% Cash2/222/28— (14)(12)— %(7)(8)(10)
LLC Units (152.69 unitsN/A2/22N/A153 189 — %(7)(34)
2,684 2,762 2,805 
Zeppelin Bidco LimitedServices: BusinessFirst Lien Senior Secured Term LoanSONIA + 6.25%, 9.2% Cash3/223/295,821 6,149 5,162 0.4 %(3)(7)(8)(18)
5,821 6,149 5,162 
Subtotal Non–Control / Non–Affiliate Investments (172.2%)2,200,903 2,191,345 2,052,614 
Affiliate Investments: (4)
1888 Industrial Services, LLCEnergy: Oil & GasFirst Lien Senior Secured Term LoanLIBOR + 5.00%2/225/234,300 419 — — %(7)(8)(10) (31)(33)
RevolverLIBOR + 5.00%2/225/231,621 1,498 1,263 0.1 %(7)(8)(10) (31)(33)
Warrants (7,546.76 units)N/A2/22N/A— — — %(7)(33)(34)
5,921 1,917 1,263 
Eclipse Business Capital, LLCBanking, Finance, Insurance & Real EstateRevolverLIBOR + 7.25%7/217/285,273 5,165 5,273 0.4 %(7)(9)
Second Lien Senior Secured Term Loan7.5% Cash7/217/284,545 4,508 4,545 0.4 %(7)
LLC Units (89,447,396 units)N/A7/21N/A93,230 135,066 11.1 %(7)
9,818 102,903 144,884 
63

Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2022
(Amounts in thousands, except share amounts)
Portfolio Company(6)
Industry
Investment Type (1) (2)
InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
Hylan Datacom & Electrical LLCConstruction & BuildingFirst Lien Senior Secured Term LoanSOFR + 8.00%, 12.3% Cash2/223/26$3,917 $3,670 $3,917 0.3 %(7)(8)(16)
Second Lien Senior Secured Term LoanSOFR + 10.00%, 14.3% Cash2/223/274,098 4,098 4,098 0.3 %(7)(8)(16)
Common Stock (102,144 shares)N/A2/22N/A5,219 4,496 0.3 %(7)(34)
8,015 12,987 12,511 
Jocassee Partners LLCInvestment Funds & Vehicles9.1% Member InterestN/A6/19N/A35,158 40,088 3.3 %(3)
35,158 40,088 
Kemmerer Operations, LLCMetals & MiningFirst Lien Senior Secured Term Loan15.0% PIK2/226/231,565 1,565 1,565 0.1 %(7)(33)
Common Stock (6.78 shares)N/A2/22N/A1,589 1,181 0.1 %(7)(33)(34)
1,565 3,154 2,746 
Sierra Senior Loan Strategy JV I LLCJoint Venture89.01% Member InterestN/A2/22N/A50,221 37,950 3.1 %(3)(33)
50,221 37,950 
Thompson Rivers LLCInvestment Funds & Vehicles16% Member InterestN/A6/20N/A46,622 30,339 2.5 %
46,622 30,339 
Waccamaw River LLCInvestment Funds & Vehicles20% Member InterestN/A2/21N/A22,520 20,212 1.7 %(3)
22,520 20,212 
Subtotal Affiliate Investments (24.3%)25,319 275,482 289,993 
Control Investments:(5)
Black Angus Steakhouses, LLCHotel, Gaming & LeisureFirst Lien Senior Secured Term LoanLIBOR + 9.10%, 13.5% Cash2/221/245,647 5,647 5,647 0.5 %(7)(8)(9)(33)
First Lien Senior Secured Term Loan10.0% PIK2/221/2424,071 9,628 9,147 0.8 %(7)(31)(33)
LLC Units (44.6 units)N/A2/22N/A— — — %(7)(33)(34)
29,718 15,275 14,794 
MVC Automotive Group GmbHAutomotiveBridge Loan (6.0% Cash)6.0% Cash12/2012/247,149 7,149 7,149 0.6 %(3)(7)(32)
Common Equity interest (18,000 shares)N/A12/20N/A9,553 9,675 0.8 %(3)(7)(32)(34)
7,149 16,702 16,824 
MVC Private Equity Fund LPInvestment Funds & VehiclesGeneral Partnership Interest (1,831.4 units)N/A3/21N/A225 45 — %(3)(32)
Limited Partnership Interest (71,790.4 units)N/A3/21N/A8,899 1,793 0.1 %(3)(32)
9,124 1,838 
64

Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2022
(Amounts in thousands, except share amounts)
Portfolio Company(6)
Portfolio Company(6)
Industry
Investment Type (1) (2)
InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
Portfolio Company(6)
Industry
Investment Type (1) (2)
InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
Security Holdings B.V.Security Holdings B.V.Electrical EngineeringBridge Loan5.0% PIK12/205/24$6,020 $6,020 $6,020 0.5 %(3)(7)(32)Security Holdings B.V.Electrical EngineeringBridge Loan5.0% PIK12/205/24$6,020 $6,020 $6,020 0.5 %(3)(7)(32)
Senior Subordinated Term Loan3.1% PIK12/205/2410,534 10,534 10,534 0.9 %(3)(7)(32)Senior Subordinated Term Loan3.1% PIK12/205/2410,534 10,534 10,534 0.9 %(3)(7)(32)
Senior Unsecured Term Loan6.0% Cash, 9.0% PIK4/214/252,015 2,164 2,015 0.2 %(3)(7)(32)Senior Unsecured Term Loan6.0% Cash, 9.0% PIK4/214/252,015 2,164 2,015 0.2 %(3)(7)(32)
Common Stock Series A (17,100 shares)N/A2/22N/A560 575 — %(3)(7)(32)(34)Common Stock Series A (17,100 shares)N/A2/22N/A560 575 — %(3)(7)(32)(34)
Common Stock Series B (1,236 sharesN/A12/20N/A35,192 53,728 4.4 %(3)(7)(32)(34)Common Stock Series B (1,236 sharesN/A12/20N/A35,192 53,728 4.4 %(3)(7)(32)(34)
18,569 54,470 72,872 18,569 54,470 72,872 
Subtotal Control Investments (8.9%)Subtotal Control Investments (8.9%)55,436 95,571 106,328 Subtotal Control Investments (8.9%)55,436 95,571 106,328 
Total Investments, December 31, 2022 (205.4%)*Total Investments, December 31, 2022 (205.4%)*$2,281,658 $2,562,398 $2,448,935 Total Investments, December 31, 2022 (205.4%)*$2,281,658 $2,562,398 $2,448,935 
Derivative Instruments
Credit Support AgreementsCredit Support AgreementsCredit Support Agreements
Description(d)Description(d)CounterpartySettlement DateNotional AmountValueUnrealized Appreciation (Depreciation)Description(d)CounterpartySettlement DateNotional AmountValueUnrealized Appreciation (Depreciation)
MVC Credit Support Agreement(a)(b)(c)MVC Credit Support Agreement(a)(b)(c)Barings LLC01/01/31$23,000 $12,386 $(1,214)MVC Credit Support Agreement(a)(b)(c)Barings LLC01/01/31$23,000 $12,386 $(1,214)
Sierra Credit Support Agreement(e)(f)(g)Sierra Credit Support Agreement(e)(f)(g)Barings LLC04/01/32100,000 40,700 (3,700)Sierra Credit Support Agreement(e)(f)(g)Barings LLC04/01/32100,000 40,700 (3,700)
Total Credit Support Agreements, December 31, 2022Total Credit Support Agreements, December 31, 2022$123,000 $53,086 $(4,914)Total Credit Support Agreements, December 31, 2022$123,000 $53,086 $(4,914)
(a) The MVC Credit Support Agreement covers all of the investments acquired by the Company from MVC in connection with the MVC Acquisition (as defined in “Note 1 – Organization, Business and Basis of Presentation”) and any investments received by the Company in connection with the restructuring, amendment, extension or other modification (including the issuance of new securities) of any of the MVC Reference Portfolio. Each investment that is included in the MVC Reference Portfolio is denoted in the above Schedule of Investments with footnote (32).
(b)      The Company and Barings entered into the MVC Credit Support Agreement pursuant to which Barings agreed to provide credit support to the Company in the amount of up to $23.0 million.
(c) Settlement Date means the earlier of (1) January 1, 2031 or (2) the date on which the entire MVC Reference Portfolio has been realized or written off.
(d) See “Note 2 – Agreements and Related Party Transactions” for additional information regarding the Credit Support Agreements.
(e)     The Sierra Credit Support Agreement covers all of the investments acquired by the Company from Sierra in connection with the Sierra Merger (as defined in “Note 1 – Organization, Business and Basis of Presentation”) and any investments received by the Company in connection with the restructuring, amendment, extension or other modification (including the issuance of new securities) of any of the Sierra Reference Portfolio. Each investment that is included in the Sierra Reference Portfolio is denoted in the above Schedule of Investments with footnote (33).
(f)      The Company and Barings entered into the Sierra Credit Support Agreement pursuant to which Barings agreed to provide credit support to the Company in the amount of up to $100.0 million.
(g) Settlement Date means the earlier of (1) April 1, 2032 or (2) the date on which the entire Sierra Reference Portfolio has been realized or written off.
65

Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2022
(Amounts in thousands, except share amounts)
Foreign Currency Forward Contracts:Foreign Currency Forward Contracts:Foreign Currency Forward Contracts:
DescriptionDescriptionNotional Amount to be PurchasedNotional Amount to be SoldCounterpartySettlement DateUnrealized Appreciation (Depreciation)DescriptionNotional Amount to be PurchasedNotional Amount to be SoldCounterpartySettlement DateUnrealized Appreciation (Depreciation)
Foreign currency forward contract (AUD)Foreign currency forward contract (AUD)A$72,553$48,701Citibank, N.A.01/09/23$511 Foreign currency forward contract (AUD)A$72,553$48,701Citibank, N.A.01/09/23$511 
Foreign currency forward contract (AUD)Foreign currency forward contract (AUD)$47,177A$72,553Bank of America, N.A.01/09/23(2,035)Foreign currency forward contract (AUD)$47,177A$72,553Bank of America, N.A.01/09/23(2,035)
Foreign currency forward contract (AUD)Foreign currency forward contract (AUD)$47,055A$69,919Citibank, N.A.04/11/23(548)Foreign currency forward contract (AUD)$47,055A$69,919Citibank, N.A.04/11/23(548)
Foreign currency forward contract (CAD)Foreign currency forward contract (CAD)C$225$165Bank of America, N.A.01/09/23Foreign currency forward contract (CAD)C$225$165Bank of America, N.A.01/09/23
Foreign currency forward contract (CAD)Foreign currency forward contract (CAD)C$9,285$6,819Fifth Third Bank01/09/2334 Foreign currency forward contract (CAD)C$9,285$6,819Fifth Third Bank01/09/2334 
Foreign currency forward contract (CAD)Foreign currency forward contract (CAD)$4,578C$6,207Bank of America, N.A.01/09/23(3)Foreign currency forward contract (CAD)$4,578C$6,207Bank of America, N.A.01/09/23(3)
Foreign currency forward contract (CAD)Foreign currency forward contract (CAD)$2,415C$3,303HSBC Bank USA01/09/23(22)Foreign currency forward contract (CAD)$2,415C$3,303HSBC Bank USA01/09/23(22)
Foreign currency forward contract (CAD)Foreign currency forward contract (CAD)$6,865C$9,339Fifth Third Bank04/11/23(34)Foreign currency forward contract (CAD)$6,865C$9,339Fifth Third Bank04/11/23(34)
Foreign currency forward contract (DKK)Foreign currency forward contract (DKK)2,260kr.$323Bank of America, N.A.01/09/23Foreign currency forward contract (DKK)2,260kr.$323Bank of America, N.A.01/09/23
Foreign currency forward contract (DKK)Foreign currency forward contract (DKK)$3002,260kr.HSBC Bank USA01/09/23(24)Foreign currency forward contract (DKK)$3002,260kr.HSBC Bank USA01/09/23(24)
Foreign currency forward contract (DKK)Foreign currency forward contract (DKK)$3292,290kr.Bank of America, N.A.04/11/23(2)Foreign currency forward contract (DKK)$3292,290kr.Bank of America, N.A.04/11/23(2)
Foreign currency forward contract (EUR)Foreign currency forward contract (EUR)€106,443$113,101Bank of America, N.A.01/09/23541 Foreign currency forward contract (EUR)€106,443$113,101Bank of America, N.A.01/09/23541 
Foreign currency forward contract (EUR)Foreign currency forward contract (EUR)€1,511$1,500BNP Paribas SA01/09/23113 Foreign currency forward contract (EUR)€1,511$1,500BNP Paribas SA01/09/23113 
Foreign currency forward contract (EUR)Foreign currency forward contract (EUR)$106,563€107,954HSBC Bank USA01/09/23(8,692)Foreign currency forward contract (EUR)$106,563€107,954HSBC Bank USA01/09/23(8,692)
Foreign currency forward contract (EUR)Foreign currency forward contract (EUR)$109,735€102,649Bank of America, N.A.04/11/23(547)Foreign currency forward contract (EUR)$109,735€102,649Bank of America, N.A.04/11/23(547)
Foreign currency forward contract (NZD)Foreign currency forward contract (NZD)NZ$4,000$2,581Bank of America, N.A.01/09/23(51)Foreign currency forward contract (NZD)NZ$4,000$2,581Bank of America, N.A.01/09/23(51)
Foreign currency forward contract (NZD)Foreign currency forward contract (NZD)NZ$15,175$9,538Citibank, N.A.01/09/2360 Foreign currency forward contract (NZD)NZ$15,175$9,538Citibank, N.A.01/09/2360 
Foreign currency forward contract (NZD)Foreign currency forward contract (NZD)$208NZ$351Bank of America, N.A.01/09/23(14)Foreign currency forward contract (NZD)$208NZ$351Bank of America, N.A.01/09/23(14)
Foreign currency forward contract (NZD)Foreign currency forward contract (NZD)$10,767NZ$18,824Citibank, N.A.01/09/23(1,139)Foreign currency forward contract (NZD)$10,767NZ$18,824Citibank, N.A.01/09/23(1,139)
Foreign currency forward contract (NZD)Foreign currency forward contract (NZD)$9,644NZ$15,333Citibank, N.A.04/11/23(62)Foreign currency forward contract (NZD)$9,644NZ$15,333Citibank, N.A.04/11/23(62)
Foreign currency forward contract (NOK)Foreign currency forward contract (NOK)kr37,773$3,835Bank of America, N.A.01/09/23— Foreign currency forward contract (NOK)kr37,773$3,835Bank of America, N.A.01/09/23— 
Foreign currency forward contract (NOK)Foreign currency forward contract (NOK)$3,538kr37,773Bank of America, N.A.01/09/23(297)Foreign currency forward contract (NOK)$3,538kr37,773Bank of America, N.A.01/09/23(297)
Foreign currency forward contract (NOK)Foreign currency forward contract (NOK)$4,050kr39,732Bank of America, N.A.04/11/23(1)Foreign currency forward contract (NOK)$4,050kr39,732Bank of America, N.A.04/11/23(1)
Foreign currency forward contract (GBP)Foreign currency forward contract (GBP)£37,951$45,898Citibank, N.A.01/09/23(240)Foreign currency forward contract (GBP)£37,951$45,898Citibank, N.A.01/09/23(240)
Foreign currency forward contract (GBP)Foreign currency forward contract (GBP)$39,500£34,951Bank of America, N.A.01/09/23(2,549)Foreign currency forward contract (GBP)$39,500£34,951Bank of America, N.A.01/09/23(2,549)
Foreign currency forward contract (GBP)Foreign currency forward contract (GBP)$3,396£3,000HSBC Bank USA01/09/23(213)Foreign currency forward contract (GBP)$3,396£3,000HSBC Bank USA01/09/23(213)
Foreign currency forward contract (GBP)Foreign currency forward contract (GBP)$47,147£38,899Citibank, N.A.04/11/23243 Foreign currency forward contract (GBP)$47,147£38,899Citibank, N.A.04/11/23243 
Foreign currency forward contract (SEK)Foreign currency forward contract (SEK)2,182kr.$210Citibank, N.A.01/09/23— Foreign currency forward contract (SEK)2,182kr.$210Citibank, N.A.01/09/23— 
Foreign currency forward contract (SEK)Foreign currency forward contract (SEK)$1972,182kr.HSBC Bank USA01/09/23(13)Foreign currency forward contract (SEK)$1972,182kr.HSBC Bank USA01/09/23(13)
Foreign currency forward contract (SEK)Foreign currency forward contract (SEK)$2172,247kr.Citibank, N.A.04/11/23— Foreign currency forward contract (SEK)$2172,247kr.Citibank, N.A.04/11/23— 
Foreign currency forward contract (CHF)Foreign currency forward contract (CHF)3,803Fr.$4,110Bank of America, N.A.01/09/23Foreign currency forward contract (CHF)3,803Fr.$4,110Bank of America, N.A.01/09/23
Foreign currency forward contract (CHF)Foreign currency forward contract (CHF)$618600Fr.Bank of America, N.A.01/09/23(31)Foreign currency forward contract (CHF)$618600Fr.Bank of America, N.A.01/09/23(31)
Foreign currency forward contract (CHF)Foreign currency forward contract (CHF)$3,3053,203Fr.Citibank, N.A.01/09/23(158)Foreign currency forward contract (CHF)$3,3053,203Fr.Citibank, N.A.01/09/23(158)
Foreign currency forward contract (CHF)Foreign currency forward contract (CHF)$4,1943,841Fr.Bank of America, N.A.04/11/23(2)Foreign currency forward contract (CHF)$4,1943,841Fr.Bank of America, N.A.04/11/23(2)
Total Foreign Currency Forward Contracts, December 31, 2022Total Foreign Currency Forward Contracts, December 31, 2022$(15,169)Total Foreign Currency Forward Contracts, December 31, 2022$(15,169)

*    Fair value as a percentage of net assets.
(1)All debt investments are income producing, unless otherwise noted. The Adviser determines in good faith the fair value of the Company’s investments in accordance with a valuation policy and processes established by the Adviser, which have been approved by the Board, and the 1940 Act. In addition, all debt investments are variable rate investments unless otherwise noted. Index-based floating interest rates are generally subject to a contractual minimum interest rate. Variable rate loans to the Company’s portfolio companies bear interest at a rate that may be determined by reference to LIBOR, SOFR, EURIBOR, BBSY, STIBOR, CDOR, SONIA, SARON, NIBOR, BKBM or an alternate base rate (commonly based on the Federal Funds Rate or the Prime Rate), at the borrower’s option, which reset annually, semi-annually, quarterly or monthly. For each such loan, the Company has provided the interest rate in effect on the date presented. SOFR based contracts may include a credit spread adjustment that is charged in addition to the base rate and the stated spread. The borrower may also elect to have multiple interest reset periods for each loan.
(2)All of the Company’s portfolio company investments (including joint venture investments), which as of December 31, 2022 represented 205.4% of the Company’s net assets, are subject to legal restrictions on sales. The acquisition date represents the date of the Company's initial investment in the relevant portfolio company.
(3)Investment is not a qualifying investment as defined under Section 55(a) of the 1940 Act. Non-qualifying assets represent 25.9% of total investments at fair value as of December 31, 2022. Qualifying assets must represent at least 70% of total assets at the time of acquisition of any additional non-qualifying assets. If at any time qualifying assets do not represent at least 70% of the Company's total assets, the Company will be precluded from acquiring any additional non-qualifying asset until such time as it complies with the requirements of Section 55(a).
66

Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2022
(Amounts in thousands, except share amounts)
(4)As defined in the 1940 Act, the Company is deemed to be an “affiliated person” of the portfolio company as the Company owns between 5% or more, up to 25% (inclusive), of the portfolio company’s voting securities (“non-controlled affiliate”). Transactions related to investments in non-controlled “Affiliate Investments” for the year ended December 31, 2022 were as follows:
December 31, 2021
Value
Gross Additions
(a)
Gross Reductions (b)Amount of Realized Gain (Loss)Amount of Unrealized Gain (Loss)December 31, 2022 ValueAmount of Interest or Dividends Credited to Income(c)
Portfolio CompanyType of Investment
1888 Industrial Services, LLC(d)
First Lien Senior Secured Term Loan (LIBOR + 5.00%)(e)
$— $419 $— $— $(419)$— $— 
Revolver (LIBOR + 5.00%)(e)
— 1,498 — — (235)1,263 (12)
Warrants (7,546.76 units)— — — — — — — 
— 1,917 — — (654)1,263 (12)
Charming Charlie LLC(d)
First Lien Senior Secured Term Loan (20.0% Cash)— — — — — — — 
First Lien Senior Secured Term Loan (10.4% Cash)— — — — — — — 
First Lien Senior Secured Term Loan (LIBOR + 12.00%, 15.7% Cash)— — — — — — 35 
First Lien Senior Secured Term Loan (LIBOR + 5.00%, 8.7% Cash)— — — — — — — 
Common Stock (34,923,249 shares)— — — — — — — 
— — — — — — 35 
Eclipse Business Capital, LLC(d)
Revolver (LIBOR + 7.25%)1,818 5,292 (1,818)— (19)5,273 488 
Second Lien Senior Secured Term Loan (7.5% Cash)4,738 — — (198)4,545 343 
LLC units (89,447,396 units)92,668 3,380 — — 39,018 135,066 11,223 
99,224 8,677 (1,818)— 38,801 144,884 12,054 
Hylan Datacom & Electrical LLC(d)
First Lien Senior Secured Term Loan (SOFR + 8.00%, 12.3% Cash)— 3,569 — 101 247 3,917 380 
Second Lien Senior Secured Term Loan (SOFR + 10.00%, 14.3% Cash)— 4,098 — — — 4,098 382 
Common Stock (102,144 shares)— 5,219 — — (723)4,496 — 
— 12,886 — 101 (476)12,511 762 
Jocassee Partners LLC9.1% Member Interest37,601 5,000 — — (2,513)40,088 1,427 
37,601 5,000 — — (2,513)40,088 1,427 
JSC Tekers Holdings(d)
Preferred Stock (9,159,085 shares)6,197 — (6,197)— — — — 
Common Stock (3,201 shares)— — — — — — — 
6,197 — (6,197)— — — — 
Kemmerer Operations, LLC(d)
First Lien Senior Secured Term Loan (15.0% PIK)— 2,785 (1,220)— — 1,565 307 
Common Stock (6.78 shares)— 1,589 — — (408)1,181 — 
— 4,374 (1,220)— (408)2,746 307 
Security Holdings B.V(d)
Bridge Loan (5.0% PIK 5/31/2021)5,451 — (5,451)— — — — 
Senior Subordinated Loan (3.1% PIK)9,525 — (9,525)— — — — 
Senior Unsecured Term Loan (9.0% PIK)7,307 — (7,307)— — — — 
Common Equity Interest24,825 — (24,825)— — — — 
47,108 — (47,108)— — — — 
Sierra Senior Loan Strategy JV I LLC89.01% Member Interest— 85,963 (35,742)— (12,271)37,950 4,526 
— 85,963 (35,742)— (12,271)37,950 4,526 
67

Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2022
(Amounts in thousands, except share amounts)
December 31, 2021
Value
Gross Additions
(a)
Gross Reductions (b)Amount of Realized Gain (Loss)Amount of Unrealized Gain (Loss)December 31, 2022 ValueAmount of Interest or Dividends Credited to Income(c)
Portfolio CompanyType of Investment
Thompson Rivers LLC16.0% Member Interest84,438 — (32,793)— (21,306)30,339 9,056 
84,438 — (32,793)— (21,306)30,339 9,056 
Waccamaw River LLC20% Member Interest13,501 8,800 — — (2,089)20,212 1,850 
13,501 8,800 — — (2,089)20,212 1,850 
Total Affiliate Investments$288,069 $127,617 $(124,878)$101 $(916)$289,993 $30,005 
(a)     Gross additions include increases in the cost basis of investments resulting from new investments, follow-on investments, payment-in-kind interest or dividends, the amortization of any unearned income or discounts on debt investments, as applicable.
(b)    Gross reductions include decreases in the total cost basis of investments resulting from principal repayments, sales and return of capital.
(c) Represents the total amount of interest, fees or dividends credited to income for the portion of the year an investment was included in the Affiliate category.
(d) The fair value of the investment was determined using significant unobservable inputs.
(e) Non-accrual investment.
(5)    As defined in the 1940 Act, the Company is deemed to be both an “affiliated person” and “control” the portfolio company because it owns more than 25% of the portfolio company’s outstanding voting securities or it has the power to exercise control over the management or policies of such portfolio company (including through a management agreement). Transactions as of and during the year ended December 31, 2022 in which the portfolio company is deemed to be a “Control Investment” of the Company were as follows:
December 31, 2021
Value
Gross Additions
(a)
Gross Reductions (b)Amount of Realized Gain (Loss)Amount of Unrealized Gain (Loss)December 31, 2022 ValueAmount of Interest or Dividends Credited to Income(c)
Portfolio CompanyType of Investment
Black Angus Steakhouses, LLC(d)
First Lien Senior Secured Term Loan (LIBOR + 9.10%, 13.5% Cash)$— $5,647 $— $— $— $5,647 $544 
First Lien Senior Secured Term Loan (10.0% PIK)(f)
— 9,628 — — (481)9,147 — 
LLC Units (44.6 units)— — — — — — — 
— 15,275 — — (481)14,794 544 
JSC Tekers Holdings(d)
Preferred Stock (9,159,085 shares)— 6,197 (5,832)1,079 (1,444)— — 
Common Stock (35,571 shares)— — — — — — — 
— 6,197 (5,832)1,079 (1,444)— — 
MVC Automotive Group GmbH(d)
Bridge Loan (6.0% Cash)7,149 — — — — 7,149 435 
Common Equity Interest (18,000 Shares)7,699 — — — 1,976 9,675 — 
14,848 — — — 1,976 16,824 435 
MVC Private Equity Fund LP
General Partnership Interest(e)
(1,831.4 units)
188 — — — (143)45 (831)
Limited Partnership Interest(f)
(71,790.4 units)
7,376 — — — (5,583)1,793 — 
7,564 — — — (5,726)1,838 (831)
68

Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2022
(Amounts in thousands, except share amounts)
December 31, 2021
Value
Gross Additions
(a)
Gross Reductions (b)Amount of Realized Gain (Loss)Amount of Unrealized Gain (Loss)December 31, 2022 ValueAmount of Interest or Dividends Credited to Income(c)
Portfolio CompanyType of Investment
Security Holdings B.V(d)
Bridge Loan (5.0% PIK, Acquired 12/20, Due 05/24)$— $6,020 $— $— $— $6,020 $294 
Senior Subordinated Term Loan (3.1% PIK, Acquired 12/20, Due 05/24)— 10,534 — — — 10,534 356 
Senior Subordinated Note (5.0% PIK, Acquired 12/20, Due 05/22)— 14,567 (13,754)(813)— — 174 
Senior Unsecured Term Loan (6.0% Cash, 9.0% PIK, Acquired 04/21, Due 04/25)— 7,795 (4,975)(988)183 2,015 825 
Common Stock Series A (17,100 shares, Acquired 02/22)— 560 — — 15 575 — 
Common Stock Series B (1,236 shares, Acquired 12/20)— 38,753 — — 14,975 53,728 — 
— 78,229 (18,729)(1,801)15,173 72,872 1,649 
Total Control Investments$22,412 $99,701 $(24,561)$(722)$9,498 $106,328 $1,797 
(a) Gross additions include increases in the cost basis of investments resulting from new investments, follow-on investments, payment-in-kind interest or dividends, the amortization of any unearned income or discounts on debt investments, as applicable.
(b)     Gross reductions include decreases in the total cost basis of investments resulting from principal repayments, sales and return of capital.
(c)    Represents the total amount of interest, fees or dividends credited to income for the portion of the year an investment was included in the Control category.
(d) The fair value of the investment was determined using significant unobservable inputs.
(e) The Company received a $0.1 million distribution that was recognized as realized gain.
(f) The Company received a $6.0 million distribution that was recognized as realized gain.
(6)All of the investment is or will be encumbered as security for the Company's $1.1 billion senior secured credit facility with ING Capital LLC initially entered into in the February 2019 Credit Facility.
(7)The fair value of the investment was determined using significant unobservable inputs.
(8)Debt investment includes interest rate floor feature.
(9)The interest rate on these loans is subject to 1 Month LIBOR, which as of December 31, 2022 was 4.39157%.
(10)The interest rate on these loans is subject to 3 Month LIBOR, which as of December 31, 2022 was 4.76729%.
(11)The interest rate on these loans is subject to 6 Month LIBOR, which as of December 31, 2022 was 5.13886%.
(12)The interest rate on these loans is subject to 1 Month EURIBOR, which as of December 31, 2022 was 1.88400%.
(13)The interest rate on these loans is subject to 3 Month EURIBOR, which as of December 31, 2022 was 2.13200%.
(14)The interest rate on these loans is subject to 6 Month EURIBOR, which as of December 31, 2022 was 2.69300%.
(15)The interest rate on these loans is subject to 1 Month SOFR, which as of December 31, 2022 was 4.35806%.
(16)The interest rate on these loans is subject to 3 Month SOFR, which as of December 31, 2022 was 4.58745%.
(17)The interest rate on these loans is subject to 6 Month SOFR, which as of December 31, 2022 was 4.78131%.
(18)The interest rate on these loans is subject to 1 Month SONIA, which as of December 31, 2022 was 3.43570%.
(19)The interest rate on these loans is subject to 3 Month SONIA, which as of December 31, 2022 was 3.75470%.
(20)The interest rate on these loans is subject to 6 Month SONIA, which as of December 31, 2022 was 4.09490%.
(21)The interest rate on these loans is subject to 1 Month BBSY, which as of December 31, 2022 was 3.01500%.
(22)The interest rate on these loans is subject to 3 Month BBSY, which as of December 31, 2022 was 3.26470%.
(23)The interest rate on these loans is subject to 6 Month BBSY, which as of December 31, 2022 was 3.76500%.
(24)The interest rate on these loans is subject to 1 Month CDOR, which as of December 31, 2022 was 4.73750%.
(25)The interest rate on these loans is subject to 3 Month CDOR, which as of December 31, 2022 was 4.93500%.
(26)The interest rate on these loans is subject to 3 Month STIBOR, which as of December 31, 2022 was 2.70100%.
(27)The interest rate on these loans is subject to 3 Month BKBM, which as of December 31, 2022 was 4.53000%.
(28)The interest rate on these loans is subject to 3 Month SARON, which as of December 31, 2022 was 0.94212%.
(29)The interest rate on these loans is subject to 1 Month NIBOR, which as of December 31, 2022 was 3.04000%.
(30)The interest rate on these loans is subject to Prime, which as of December 31, 2022 was 7.50000%.
(31)Non-accrual investment.
(32)Investment was purchased as part of the MVC Acquisition and is part of the MVC Reference Portfolio for purposes of the MVC Credit Support Agreement.
(33)Investment was purchased as part of the Sierra Merger and is part of the Sierra Reference Portfolio for purposes of the Sierra Credit Support Agreement.
(34)Investment is non-income producing.


See accompanying notes.
69

Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements

1. ORGANIZATION, BUSINESS AND BASIS OF PRESENTATION
The Company and its wholly-owned subsidiaries are specialty finance companies. The Company currently operates as a closed-end, non-diversified investment company and has elected to be treated as a business development company (“BDC”) under the 1940 Act. The Company has elected for federal income tax purposes to be treated as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”).
Organization
The Company is a Maryland corporation incorporated on October 10, 2006. On August 2, 2018, the Company entered into an investment advisory agreement (the “Original Advisory Agreement”) and an administration agreement (the “Administration Agreement”) and became an externally-managed BDC managed by Barings LLC (“Barings” or the “Adviser”). An externally-managed BDC generally does not have any employees, and its investment and management functions are provided by an outside investment adviser and administrator under an investment advisory agreement and administration agreement. Instead of the Company directly compensating employees, the Company pays the Adviser for investment and management services pursuant to the terms of the New Barings BDC Advisory Agreement (as defined in “Note 2 – Agreements and Related Party Transactions”) and reimburses Barings, in its role as the Company’s administrator, for its provision of administrative services to the Company pursuant to the Administration Agreement. See “Note 2 – Agreements and Related Party Transactions” for additional information regarding the Company’s investment advisory agreement and administration agreement.
Basis of Presentation
The financial statements of the Company include the accounts of Barings BDC, Inc. and its wholly-owned subsidiaries. The effects of all intercompany transactions between the Company and its wholly-owned subsidiaries have been eliminated in consolidation. The Company is an investment company and, therefore, applies the specialized accounting and reporting guidance in Accounting Standards Codification (“ASC”) Topic 946, Financial Services – Investment Companies. ASC Topic 946 states that consolidation by the Company of an investee that is not an investment company is not appropriate, except when the Company holds a controlling interest in an operating company that provides all or substantially all of its services directly to the Company or to its portfolio companies. None of the portfolio investments made by the Company qualify for this exception. Therefore, the Company’s investment portfolio is carried on the Unaudited and Audited Consolidated Balance Sheets at fair value, as discussed further in “Note 3 – Investments”, with any adjustments to fair value recognized as “Net unrealized appreciation (depreciation)” on the Unaudited Consolidated Statements of Operations.
The accompanying Unaudited Consolidated Financial Statements are presented in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Articles 6, 10 and 12 of Regulation S-X. Accordingly, certain disclosures accompanying annual consolidated financial statements prepared in accordance with U.S. GAAP are omitted. In the opinion of management, all adjustments, consisting solely of normal recurring adjustments necessary for the fair presentation of financial statements for the interim period, have been reflected in the Unaudited Consolidated Financial Statements. The current period’s results of operations are not necessarily indicative of results that ultimately may be achieved for the full fiscal year. Additionally, the Unaudited Consolidated Financial Statements and accompanying notes should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2022. Financial statements prepared on a U.S. GAAP basis require management to make estimates and assumptions that affect the amounts and disclosures reported in the Unaudited Consolidated Financial Statements and accompanying notes. Such estimates and assumptions could change in the future as more information becomes known, which could impact the amounts reported and disclosed herein.
Recently Issued Accounting Standards
In March 2020, the FASB issued Accounting Standards Update, 2020-04, Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”). The amendments in ASU 2020-04 provide optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. ASU 2020-04 was effective for all entities as of March 12, 2020 through December 31, 2022. In December 2022, the FASB issued Accounting Standards Update 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848, which deferred the sunset day of this guidance to December 31, 2024. The Company determined this guidance will not have a material impact on its consolidated financial statements.
70

Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
Share Purchase Programs
In connection with the completion of the Company’s acquisition of MVC on December 23, 2020 (the “MVC Acquisition”), the Company committed to make open-market purchases of shares of its common stock in an aggregate amount of up to $15.0 million at then-current market prices at any time shares trade below 90% of the Company’s then most recently disclosed net asset value (“NAV”) per share. Any repurchases pursuant to the authorized program occurred during the 12-month period commencing upon the filing of the Company’s quarterly report on Form 10-Q for the quarter ended March 31, 2021, which occurred on May 6, 2021, and were made in accordance with applicable legal, contractual and regulatory requirements. The MVC repurchase program terminated on May 6, 2022. Prior to its termination, the Company repurchased a total of 207,677 shares of common stock in the open market under the MVC repurchase program at an average price of $10.14 per share, including broker commissions.
In connection with the completion of the Company’s acquisition of Sierra on February 25, 2022 (the “Sierra Merger”), the Company committed to make open-market purchases of shares of its common stock in an aggregate amount of up to $30.0 million at then-current market prices at any time shares trade below 90% of the Company’s then most recently disclosed NAV per share. Any repurchases pursuant to the authorized program occurred during the 12-month period commencing on April 1, 2022 and were made in accordance with a Rule 10b5-1 purchase plan that qualifies for the safe harbors provided by Rules 10b5-1 and 10b-18 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as well as subject to compliance with the Company’s covenant and regulatory requirements. During the year ended December 31, 2022, the Company repurchased the maximum amount of $30.0 million of common stock authorized under the Sierra share repurchase program. In total under the Sierra share repurchase program, the Company repurchased a total of 3,179,168 shares of common stock in the open market under the authorized program at an average price of $9.44 per share, including broker commissions.
On February 23, 2023, the Board authorized a new 12-month share repurchase program. Under the program, the Company may repurchase, during the 12-month period commencing on March 1, 2023, up to $30.0 million in the aggregate of its outstanding common stock in the open market at prices below the then-current NAV per share. The timing, manner, price and amount of any share repurchases will be determined by the Company, in its discretion, based upon the evaluation of economic and market conditions, the Company’s stock price, applicable legal, contractual and regulatory requirements and other factors. The program is expected to be in effect until March 1, 2024, unless extended or until the aggregate repurchase amount that has been approved by the Board has been expended. The program does not require the Company to repurchase any specific number of shares, and the Company cannot assure stockholders that any shares will be repurchased under the program. The program may be suspended, extended, modified or discontinued at any time. During both the three and six months ended JuneSeptember 30, 2023, the Company did not repurchase any shares of common stock in the open market under the authorized program. During the nine months ended September 30, 2023, the Company repurchased a total of 1,400,000 shares of common stock in the open market under the authorized program at an average price of $7.75 per share, including brokerage commissions.
2. AGREEMENTS AND RELATED PARTY TRANSACTIONS
On August 2, 2018, the Company entered into the Original Advisory Agreement and the Administration Agreement with the Adviser, an investment adviser registered under the Investment Advisers Act of 1940, as amended. In connection with the MVC Acquisition, on December 23, 2020, the Company entered into an amended and restated investment advisory agreement (the “Amended and Restated Advisory Agreement”) with the Adviser, following approval of the Amended and Restated Advisory Agreement by the Company’s stockholders at its December 23, 2020 special meeting of stockholders. The terms of the Amended and Restated Advisory Agreement became effective on January 1, 2021.
The Amended and Restated Advisory Agreement amended the Original Advisory Agreement to, among other things, (i) reduce the annual base management fee payable to the Adviser from 1.375% to 1.250% of the Company’s gross assets, (ii) reset the commencement date for the rolling 12-quarter “look-back” provision used to calculate the income incentive fee and incentive fee cap to January 1, 2021 from January 1, 2020 and (iii) describe the fact that the Company may enter into guarantees, sureties and other credit support arrangements with respect to one or more of its investments, including the impact of these arrangements on the income incentive fee cap.
In connection with the Sierra Merger, on February 25, 2022, the Company entered into a second amended and restated investment advisory agreement (the “Second Amended Barings BDC Advisory Agreement”) with the Adviser, which increased the hurdle rate applicable to the income incentive fee from 2.0% to 2.0625% per quarter (or from 8.0% to 8.25% annualized) and therefore increased the catch-up amount that is used in calculating the income incentive fee to correspond to the increase in the hurdle rate. All other terms and provisions of the Amended and Restated Advisory Agreement between the Company and the Adviser, including with respect to the calculation of the other fees payable to the Adviser, remained unchanged under the Second Amended Barings BDC Advisory Agreement. On June 24, 2023, the Company entered into the third amended and restated investment advisory agreement with the Adviser in order to update the term of the agreement to expire on June 24th of
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Notes to Unaudited Consolidated Financial Statements — (Continued)
each year subject to annual re-approval in accordance with its terms (the “New Barings BDC Advisory Agreement”). All other
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Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
terms and provisions of the Second Amended Barings BDC Advisory Agreement between the Company and the Adviser, including with respect to the calculation of the fees payable to the Adviser, remain unchanged under the New Barings BDC Advisory Agreement.
Investment Advisory Agreement
Pursuant to the New Barings BDC Advisory Agreement, the Adviser manages the Company’s day-to-day operations and provides the Company with investment advisory services. Among other things, the Adviser (i) determines the composition of the portfolio of the Company, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identifies, evaluates and negotiates the structure of the investments made by the Company; (iii) executes, closes, services and monitors the investments that the Company makes; (iv) determines the securities and other assets that the Company will purchase, retain or sell; (v) performs due diligence on prospective portfolio companies and (vi) provides the Company with such other investment advisory, research and related services as the Company may, from time to time, reasonably require for the investment of its funds.
The New Barings BDC Advisory Agreement provides that, absent fraud, willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of the reckless disregard of its duties and obligations, the Adviser, and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with the Adviser (collectively, the “IA Indemnified Parties”), are entitled to indemnification from the Company for any damages, liabilities, costs, demands, charges, claims and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) incurred by the IA Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Company or its security holders) arising out of any actions or omissions or otherwise based upon the performance of any of the Adviser’s duties or obligations under the New Barings BDC Advisory Agreement or otherwise as an investment adviser of the Company. The Adviser’s services under the New Barings BDC Advisory Agreement are not exclusive, and the Adviser is generally free to furnish similar services to other entities so long as its performance under the New Barings BDC Advisory Agreement is not adversely affected.
The Adviser has entered into a personnel-sharing arrangement with its affiliate, Baring International Investment Limited (“BIIL”). BIIL is a wholly-owned subsidiary of Baring Asset Management Limited, which in turn is an indirect, wholly-owned subsidiary of the Adviser. Pursuant to this arrangement, certain employees of BIIL may serve as “associated persons” of the Adviser and, in this capacity, subject to the oversight and supervision of the Adviser, may provide research and related services, and discretionary investment management and trading services (including acting as portfolio managers) to the Company on behalf of the Adviser. This arrangement is based on no-action letters of the staff of the Securities and Exchange Commission (the “SEC”) that permit SEC-registered investment advisers to rely on and use the resources of advisory affiliates or “participating affiliates,” subject to the supervision of that SEC-registered investment adviser. BIIL is a “participating affiliate” of the Adviser, and the BIIL employees are “associated persons” of the Adviser.
Under the New Barings BDC Advisory Agreement, the Company pays the Adviser (i) a base management fee (the “Base Management Fee”) and (ii) an incentive fee (the “Incentive Fee”) as compensation for the investment advisory and management services it provides the Company thereunder.
Base Management Fee
The Base Management Fee is calculated based on the Company’s gross assets, including the Company’s credit support agreements, assets purchased with borrowed funds or other forms of leverage and excluding cash and cash equivalents, at an annual rate of 1.25%. The Base Management Fee is payable quarterly in arrears on a calendar quarter basis. The Base Management Fee will be calculated based on the average value of the Company’s gross assets, excluding cash and cash equivalents, at the end of the two most recently completed calendar quarters prior to the quarter for which such fees are being calculated. Base Management Fees for any partial month or quarter will be appropriately pro-rated.
For the three and sixnine months ended JuneSeptember 30, 2023, the Base Management Fees determined in accordance with the terms of the New Barings BDC Advisory Agreement were approximately $8.1$8.3 million and $16.0$24.3 million, respectively. For the three and sixnine months ended JuneSeptember 30, 2022, the Base Management Fees determined in accordance with the terms of the New Barings BDC Advisory Agreement were approximately $7.4$8.3 million and $13.3$21.5 million, respectively. As of JuneSeptember 30, 2023, the Base Management Fee of $8.1$8.3 million for the three months ended JuneSeptember 30, 2023 was unpaid and included in “Base management fees payable” in the accompanying Unaudited Consolidated Balance Sheet. As of December 31, 2022, the Base Management Fee of $8.0 million for the three months ended December 31, 2022 was unpaid and included in “Base management fees payable” in the accompanying Consolidated Balance Sheet.
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Notes to Unaudited Consolidated Financial Statements — (Continued)
Incentive Fee
The Incentive Fee consists of two components that are independent of each other, with the result that one component may be payable even if the other is not. A portion of the Incentive Fee is based on the Company’s income (the “Income-Based Fee”) and a portion is based on the Company’s capital gains (the “Capital Gains Fee”), each as described below:
(i) The Income-Based Fee will be determined and paid quarterly in arrears based on the amount by which (x) the aggregate “Pre-Incentive Fee Net Investment Income” (as defined below) in respect of the current calendar quarter and the eleven preceding calendar quarters beginning with the calendar quarter that commences on or after January 1, 2021, as the case may be (or the appropriate portion thereof in the case of any of the Company’s first eleven calendar quarters that commences on or after January 1, 2021) (in either case, the “Trailing Twelve Quarters”) exceeds (y) the Hurdle Amount (as defined below) in respect of the Trailing Twelve Quarters. The Hurdle Amount will be determined on a quarterly basis, and will be calculated by multiplying 2.0625% (8.25% annualized) by the aggregate of the Company’s NAV at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. For this purpose, “Pre-Incentive Fee Net Investment Income” means interest income, dividend income and any other income (including, without limitation, any accrued income that the Company has not yet received in cash and any other fees such as commitment, origination, structuring, diligence and consulting fees or other fees that the Company receives from portfolio companies) accrued during the calendar quarter, minus the Company’s operating expenses accrued during the calendar quarter (including, without limitation, the Base Management Fee, administration expenses and any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding the Income-Based Fee and the Capital Gains Fee). For the avoidance of doubt, Pre-Incentive Fee Net Investment Income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation.
The calculation of the Income-Based Fee for each quarter is as follows:
(A) No Income-Based Fee will be payable to the Adviser in any calendar quarter in which the Company’s aggregate Pre-Incentive Fee Net Investment Income for the Trailing Twelve Quarters does not exceed the Hurdle Amount;
(B) 100% of the Company’s aggregate Pre-Incentive Fee Net Investment Income for the Trailing Twelve Quarters, if any, that exceeds the Hurdle Amount but is less than or equal to an amount (the “Catch-Up Amount”) determined on a quarterly basis by multiplying 2.578125% (10.3125% annualized) by the aggregate of the Company’s NAV at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The Catch-Up Amount is intended to provide the Adviser with an incentive fee of 20% on all of the Company’s Pre-Incentive Fee Net Investment Income when the Company’s Pre-Incentive Fee Net Investment Income reaches the Catch-Up Amount for the Trailing Twelve Quarters; and
(C) For any quarter in which the Company’s aggregate Pre-Incentive Fee Net Investment Income for the Trailing Twelve Quarters exceeds the Catch-Up Amount, the Income-Based Fee shall equal 20% of the amount of the Company’s aggregate Pre-Incentive Fee Net Investment Income for such Trailing Twelve Quarters, as the Hurdle Amount and Catch-Up Amount will have been achieved.
Subject to the Incentive Fee Cap described below, the amount of the Income-Based Fee that will be paid to the Adviser for a particular quarter will equal the excess of the aggregate Income-Based Fee so calculated less the aggregate Income-Based Fees that were paid to the Adviser in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters.
(ii) The Income-Based Fee is subject to a cap (the “Incentive Fee Cap”). The Incentive Fee Cap in any quarter is an amount equal to (a) 20% of the Cumulative Pre-Incentive Fee Net Return (as defined below) during the relevant Trailing Twelve Quarters less (b) the aggregate Income-Based Fee that were paid to the Adviser in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters. For this purpose, “Cumulative Pre-Incentive Fee Net Return” during the relevant Trailing Twelve Quarters means (x) Pre-Incentive Fee Net Investment Income in respect of the Trailing Twelve Quarters less (y) any Net Capital Loss, if any, in respect of the Trailing Twelve Quarters. If, in any quarter, the Incentive Fee Cap is zero or a negative value, the Company will pay no Income-Based Fee to the Adviser in that quarter. If, in any quarter, the Incentive Fee Cap is a positive value but is less than the Income-Based Fee calculated in accordance with paragraph (i) above, the Company will pay the Adviser the Incentive Fee Cap for such quarter. If, in any quarter, the Incentive Fee Cap is equal to or greater than the Income-Based Fee calculated in accordance with paragraph (i) above, the Company will pay the Adviser the Income-Based Fee for such quarter.
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Notes to Unaudited Consolidated Financial Statements — (Continued)
“Net Capital Loss” in respect of a particular period means the difference, if positive, between (i) aggregate capital losses on the Company’s assets, whether realized or unrealized, in such period and (ii) aggregate capital gains or other gains on the Company’s assets (including, for the avoidance of doubt, the value ascribed to any credit support arrangement in the Company’s financial statements even if such value is not categorized as a gain therein), whether realized or unrealized, in such period.
(iii) The second part of the IncentiveCapital Gains Fee (the “Capital Gains Fee”) will be determined and payable in arrears as of the end of each calendar year (or upon termination of the investment advisory agreement), commencing with the calendar year ended on December 31, 2018, and is calculated at the end of each applicable year by subtracting (1) the sum of the Company’s cumulative aggregate realized capital losses and aggregate unrealized capital depreciation from (2) the Company’s cumulative aggregate realized capital gains, in each case calculated from August 2, 2018. If such amount is positive at the end of such year, then the Capital Gains Fee payable for such year is equal to 20% of such amount, less the cumulative aggregate amount of Capital Gains Fees paid in all prior years commencing with the calendar year ended on December 31, 2018. If such amount is negative, then there is no Capital Gains Fee payable for such year. If this Agreement is terminated as of a date that is not a calendar year end, the termination date will be treated as though it were a calendar year end for purposes of calculating and paying a Capital Gains Fee.
Under the New Barings BDC Advisory Agreement, the “cumulative aggregate realized capital gains” are calculated as the sum of the differences, if positive, between (a) the net sales price of each investment in the Company’s portfolio when sold and (b) the accreted or amortized cost basis of such investment.
The cumulative aggregate realized capital losses are calculated as the sum of the differences, if negative, between (a) the net sales price of each investment in the Company’s portfolio when sold and (b) the accreted or amortized cost basis of such investment.
The aggregate unrealized capital depreciation is calculated as the sum of the differences, if negative, between (a) the valuation of each investment in the Company’s portfolio as of the applicable Capital Gains Fee calculation date and (b) the accreted or amortized cost basis of such investment.
Under the New Barings BDC Advisory Agreement, the “accreted or amortized cost basis of an investment” shall mean the accreted or amortized cost basis of such investment as reflected in the Company’s financial statements.
For the three and sixnine months ended JuneSeptember 30, 2023, the Income-Based Fees determined in accordance with the terms of the New Barings BDC Advisory Agreement were $10.1$4.6 million and $19.7$24.3 million, respectively. For the three and sixnine months ended JuneSeptember 30, 2022, the Income-Based Fees determined in accordance with the terms of the New Barings BDC Advisory Agreement were nil$1.8 million and $4.8$6.6 million, respectively. As of JuneSeptember 30, 2023, the Income-Based Fee of $10.1$4.6 million was unpaid and included in “Incentive management fees payable” in the accompanying Unaudited Consolidated Balance Sheet.
The Company did not incur any capital gains fees for either of the three or sixnine months ended JuneSeptember 30, 2023 or 2022.
Payment of Company Expenses
Under the New Barings BDC Advisory Agreement, all investment professionals of the Adviser and its staff, when and to the extent engaged in providing services required to be provided by the Adviser under the New Barings BDC Advisory Agreement, and the compensation and routine overhead expenses of such personnel allocable to such services, are provided and paid for by the Adviser and not by the Company, except that all costs and expenses relating to the Company’s operations and transactions, including, without limitation, those items listed in the New Barings BDC Advisory Agreement, will be borne by the Company.
Administration Agreement
Under the terms of the Administration Agreement, the Adviser performs (or oversees, or arranges for, the performance of) the administrative services necessary for the operation of the Company, including, but not limited to, office facilities, equipment, clerical, bookkeeping and record-keeping services at such office facilities and such other services as the Adviser, subject to review by the Board, from time to time, determines to be necessary or useful to perform its obligations under the Administration Agreement. The Adviser also, on behalf of the Company and subject to oversight by the Board, arranges for the services of, and oversees, custodians, depositories, transfer agents, dividend disbursing agents, other stockholder servicing agents, accountants, attorneys, valuation experts, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable.
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Notes to Unaudited Consolidated Financial Statements — (Continued)
The Company will reimburse Barings for the costs and expenses incurred by it in performing its obligations and providing personnel and facilities under the Administration Agreement in an amount to be negotiated and mutually agreed to by the Company and Barings quarterly in arrears. In no event will the agreed-upon quarterly expense amount exceed the amount of expenses that would otherwise be reimbursable by the Company under the Administration Agreement for the applicable quarterly period, and Barings will not be entitled to the recoupment of any amounts in excess of the agreed-upon quarterly expense amount. The costs and expenses incurred by the Adviser on behalf of the Company under the Administration Agreement include, but are not limited to:
the allocable portion of the Adviser’s rent for the Company’s Chief Financial Officer and the Chief Compliance Officer and their respective staffs, which is based upon the allocable portion of the usage thereof by such personnel in connection with their performance of administrative services under the Administration Agreement;
the allocable portion of the salaries, bonuses, benefits and expenses of the Company’s Chief Financial Officer and Chief Compliance Officer and their respective staffs, which is based upon the allocable portion of the time spent by such personnel in connection with performing administrative services for the Company under the Administration Agreement;
the actual cost of goods and services used for the Company and obtained by the Adviser from entities not affiliated with the Company, which is reasonably allocated to the Company on the basis of assets, revenues, time records or other methods conforming with generally accepted accounting principles;
all fees, costs and expenses associated with the engagement of a sub-administrator, if any; and
costs associated with (a) the monitoring and preparation of regulatory reporting, including registration statements and amendments thereto, prospectus supplements, and tax reporting, (b) the coordination and oversight of service provider activities and the direct cost of such contractual matters related thereto and (c) the preparation of all financial statements and the coordination and oversight of audits, regulatory inquiries, certifications and sub-certifications.
For the three and sixnine months ended JuneSeptember 30, 2023, the Company incurred and was invoiced by the Adviser for expenses of approximately $0.5 million and $1.2$1.6 million, respectively, under the terms of the Administration Agreement, which amounts are included in “General and administrative expenses” in the accompanying Unaudited Consolidated Statements of Operations. For the three and sixnine months ended JuneSeptember 30, 2022, the Company incurred and was invoiced by the Adviser for expenses of approximately $0.9 million and $1.8$2.7 million, respectively, under the terms of the Administration Agreement, which amounts are included in “General and administrative expenses” in the accompanying Unaudited Consolidated Statements of Operations. As of JuneSeptember 30, 2023, the administrative expenses of $0.5 million for the three months ended JuneSeptember 30, 2023 were unpaid and included in “Administrative fees payable” in the accompanying Unaudited Consolidated Balance Sheet. As of December 31, 2022, the administrative expenses of $0.7 million incurred for the three months ended December 31, 2022 were unpaid and included in “Administrative fees payable” in the accompanying Consolidated Balance Sheet.
MVC Credit Support Agreement
In connection with the MVC Acquisition on December 23, 2020, promptly following the closing of the Company’s merger with MVC, the Company entered into a Credit Support Agreement (the “MVC Credit Support Agreement”) with the Adviser, pursuant to which the Adviser has agreed to provide credit support to the Company in the amount of up to $23.0 million relating to the net cumulative realized and unrealized losses on the acquired MVC investment portfolio over a 10-year period. A summary of the material terms of the MVC Credit Support Agreement are as follows:
The MVC Credit Support Agreement covers all of the investments in the MVC Reference Portfolio.
The Adviser has an obligation to provide credit support to the Company in an amount equal to the excess of (1) the aggregate realized and unrealized losses on the MVC Reference Portfolio over (2) the aggregate realized and unrealized gains on the MVC Reference Portfolio, in each case from the date of the closing of the Company’s merger with MVC through the MVC Designated Settlement Date (as defined below) (up to a $23.0 million cap) (such amount, the “MVC Covered Losses”). For purposes of the MVC Credit Support Agreement, “MVC Designated Settlement Date” means the earlier of (1) January 1, 2031 and (2) the date on which the entire MVC Reference Portfolio has been realized or written off. No credit support is required to be made by the Adviser to the Company under the MVC Credit Support Agreement if the aggregate realized and unrealized gains on the MVC Reference Portfolio exceed realized and unrealized losses of the MVC Reference Portfolio on the MVC Designated Settlement Date.
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Notes to Unaudited Consolidated Financial Statements — (Continued)
The Adviser will settle any credit support obligation under the MVC Credit Support Agreement as follows. If the MVC Covered Losses are greater than $0.00, then, in satisfaction of the Adviser’s obligation set forth in the MVC Credit Support Agreement, the Adviser will irrevocably waive during the MVC Waiver Period (as defined below) (1) the incentive feesIncentive Fees payable under the New Barings BDC Advisory Agreement (including any incentive feeIncentive Fee calculated on an annual basis during the MVC Waiver Period), and (2) in the event that MVC Covered Losses exceed such incentive fee,Incentive Fee, the base management feesBase Management Fees payable under the New Barings BDC Advisory Agreement. The “MVC Waiver Period” means the four quarterly measurement periods immediately following the quarter in which the MVC Designated Settlement Date occurs. If the MVC Covered Losses exceed the aggregate amount of incentive feesIncentive Fees and base management feesBase Management Fees waived by the Adviser during the MVC Waiver Period, then, on the date on which the last incentive feeIncentive Fee or base management feeBase Management Fee payment would otherwise be due during the MVC Waiver Period, the Adviser shall make a cash payment to the Company equal to the positive difference between the MVC Covered Losses and the aggregate amount of incentive feesIncentive Fees and base management feesBase Management Fees previously waived by the Adviser during the MVC Waiver Period.
The MVC Credit Support Agreement and the rights of the Company thereunder shall automatically terminate if the Adviser (or an affiliate of the Adviser) ceases to serve as the investment adviser to the Company or any successor thereto, other than as a result of the voluntary termination by the Adviser of its investment advisory agreement with the Company. In the event of such a voluntary termination by the Adviser of the then-current investment advisory agreement with the Company, the Adviser will remain obligated to provide the credit support contemplated by the MVC Credit Support Agreement. In the event of a non-voluntary termination of the advisory agreement or its expiration (due to non-renewal by the Board), the Adviser will have no obligations under the MVC Credit Support Agreement.
The MVC Credit Support Agreement is intended to give stockholders of the combined company following the MVC Acquisition downside protection from net cumulative realized and unrealized losses on the acquired MVC portfolio and insulate the combined company’s stockholders from potential value volatility and losses in MVC’s portfolio following the closing of the MVC Acquisition. There is no fee or other payment by the Company to the Adviser or any of its affiliates in connection with the MVC Credit Support Agreement. Any cash payment from the Adviser to the Company under the MVC Credit Support Agreement will be excluded from the Company’s incentive feeIncentive Fee calculations under the New Barings BDC Advisory Agreement.
When the Company and the Adviser entered into the MVC Credit Support Agreement, it was accounted for as a deemed contribution from the Adviser and was included in “Additional paid-in capital” in the accompanying Unaudited Consolidated Balance Sheet and Consolidated Balance Sheet. In addition, the MVC Credit Support Agreement is accounted for as a derivative in accordance with ASC 815, Derivatives and Hedging, and is included in “Credit support agreements” in the accompanying Unaudited Consolidated Balance Sheet and Consolidated Balance Sheet.
Sierra Credit Support Agreement
In connection with the Sierra Merger on February 25, 2022, promptly following the closing of the Company’s merger with Sierra, the Company entered into a Credit Support Agreement (the “Sierra Credit Support Agreement”) with the Adviser, pursuant to which the Adviser has agreed to provide credit support to the Company in the amount of up to $100.0 million relating to the net cumulative realized and unrealized losses on the acquired Sierra investment portfolio over a 10-year period. A summary of the material terms of the Sierra Credit Support Agreement are as follows:
The Sierra Credit Support Agreement covers all of the investments in the Sierra Reference Portfolio.
The Adviser has an obligation to provide credit support to the Company in an amount equal to the excess of (1) the aggregate realized and unrealized losses on the Sierra Reference Portfolio less (2) the aggregate realized and unrealized gains on the Sierra Reference Portfolio, in each case from the date of the closing of the Company’s merger with Sierra through the Sierra Designated Settlement Date (as defined below) (up to a $100.0 million cap) (such amount, the “Covered Losses”). For purposes of the Sierra Credit Support Agreement, “Sierra Designated Settlement Date” means the earlier of (1) April 1, 2032 and (2) the date on which the entire Sierra Reference Portfolio has been realized or written off. No credit support is required to be made by the Adviser to the Company under the Sierra Credit Support Agreement if the aggregate realized and unrealized gains on the Sierra Reference Portfolio exceed realized and unrealized losses of the Sierra Reference Portfolio on the Sierra Designated Settlement Date.
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Notes to Unaudited Consolidated Financial Statements — (Continued)
The Adviser will settle any credit support obligation under the Sierra Credit Support Agreement as follows. If the Covered Losses are greater than $0.00, then, in satisfaction of the Adviser’s obligation set forth in the Sierra Credit Support Agreement, the Adviser will irrevocably waive during the Waiver Period (as defined below) (1) the incentive feesIncentive Fees payable under the New Barings BDC Advisory Agreement (including any incentive feeIncentive Fee calculated on an annual basis during the Waiver Period), and (2) in the event that Covered Losses exceed such incentive fee,Incentive Fee, the base management feesBase Management Fees payable under the New Barings BDC Advisory Agreement. The “Waiver Period” means the four quarterly measurement periods immediately following the quarter in which the Sierra Designated Settlement Date occurs. If the Covered Losses exceed the aggregate amount of incentive feesIncentive Fees and base management feesBase Management Fees waived by the Adviser during the Waiver Period, then, on the date on which the last incentive feeIncentive Fee or base management feeBase Management Fee payment would otherwise be due during the Waiver Period, the Adviser shall make a cash payment to the Company equal to the positive difference between the Covered Losses and the aggregate amount of incentive feesIncentive Fees and base management feesBase Management Fees previously waived by the Adviser during the Waiver Period.
The Sierra Credit Support Agreement and the rights of the Company thereunder shall automatically terminate if the Adviser (or an affiliate of the Adviser) ceases to serve as the investment adviser to the Company or any successor thereto, other than as a result of the voluntary termination by the Adviser of its investment advisory agreement with the Company. In the event of such a voluntary termination by the Adviser of the then-current investment advisory agreement with the Company, the Adviser will remain obligated to provide the credit support contemplated by the Sierra Credit Support Agreement. In the event of a non-voluntary termination of the advisory agreement or its expiration (due to non-renewal by the Board), the Adviser will have no obligations under the Sierra Credit Support Agreement.
The Sierra Credit Support Agreement is intended to give stockholders of the combined company following the Sierra Merger downside protection from net cumulative realized and unrealized losses on the acquired Sierra portfolio and insulate the combined company’s stockholders from potential value volatility and losses in Sierra’s portfolio following the closing of the Company’s merger with Sierra. There is no fee or other payment by the Company to the Adviser or any of its affiliates in connection with the Sierra Credit Support Agreement. Any cash payment from the Adviser to the Company under the Sierra Credit Support Agreement will be excluded from the combined company’s incentive feeIncentive Fee calculations under the New Barings BDC Advisory Agreement.
When the Company and the Adviser entered into the Sierra Credit Support Agreement, it was accounted for as a deemed contribution from the Adviser and was included in “Additional paid-in capital” in the accompanying Unaudited Consolidated Balance Sheet and Consolidated Balance Sheet. In addition, the Sierra Credit Support Agreement is accounted for as a derivative in accordance with ASC 815, Derivatives and Hedging, and is included in “Credit support agreements” in the accompanying Unaudited Consolidated Balance Sheet and Consolidated Balance Sheet.
3. INVESTMENTS
Portfolio Composition
The Company invests predominately in senior secured private debt investments in well-established middle-market businesses that operate across a wide range of industries, as well as syndicated senior secured loans, structured product investments, bonds and other fixed income securities. Structured product investments include collateralized loan obligations and asset-backed securities. The Adviser’s existing SEC co-investment exemptive relief under the 1940 Act permits the Company and the Adviser’s affiliated private funds and SEC-registered funds to co-invest in loans originated by the Adviser, which allows the Adviser to efficiently implement its senior secured private debt investment strategy for the Company.
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Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
The cost basis of the Company’s debt investments includes any unamortized purchased premium or discount, unamortized loan origination fees and payment-in-kind (“PIK”) interest, if any. Summaries of the composition of the Company’s investment portfolio at cost and fair value, and as a percentage of total investments and net assets, are shown in the following tables:
($ in thousands)($ in thousands)CostPercentage of
Total Portfolio
Fair ValuePercentage of
Total Portfolio
Percentage of
Total
Net Assets
($ in thousands)CostPercentage of
Total Portfolio
Fair ValuePercentage of
Total Portfolio
Percentage of
Total
Net Assets
June 30, 2023:
September 30, 2023:September 30, 2023:
Senior debt and 1st lien notes
Senior debt and 1st lien notes
$1,748,615 69 %$1,700,975 68 %141 %
Senior debt and 1st lien notes
$1,751,992 68 %$1,700,689 67 %142 %
Subordinated debt and 2nd lien notes
Subordinated debt and 2nd lien notes
265,943 10 246,997 10 20 
Subordinated debt and 2nd lien notes
277,176 11 257,633 10 21 
Structured productsStructured products98,301 81,068 Structured products105,045 89,731 
Equity sharesEquity shares291,794 11 356,201 14 30 Equity shares293,210 11 355,690 14 30 
Equity warrantsEquity warrants178 — 1,144 — — Equity warrants178 — 1,246 — — 
Investment in joint ventures / PE fundInvestment in joint ventures / PE fund149,874 119,607 10 Investment in joint ventures / PE fund148,596 116,646 10 
$2,554,705 100 %$2,505,992 100 %208 %$2,576,197 100 %$2,521,635 100 %210 %
December 31, 2022:December 31, 2022:December 31, 2022:
Senior debt and 1st lien notes
Senior debt and 1st lien notes
$1,752,943 69 %$1,696,192 69 %142 %
Senior debt and 1st lien notes
$1,752,943 69 %$1,696,192 69 %142 %
Subordinated debt and 2nd lien notes
Subordinated debt and 2nd lien notes
326,639 13 263,139 11 22 
Subordinated debt and 2nd lien notes
326,639 13 263,139 11 22 
Structured productsStructured products88,805 73,550 Structured products88,805 73,550 
Equity sharesEquity shares230,188 284,570 12 24 Equity shares230,188 284,570 12 24 
Equity warrantsEquity warrants178 — 1,057 — — Equity warrants178 — 1,057 — — 
Investment in joint ventures / PE fundInvestment in joint ventures / PE fund163,645 130,427 11 Investment in joint ventures / PE fund163,645 130,427 11 
$2,562,398 100 %$2,448,935 100 %205 %$2,562,398 100 %$2,448,935 100 %205 %
During the three months ended JuneSeptember 30, 2023, the Company made four10 new investments totaling $11.7$64.5 million and made investments in existing portfolio companies totaling $73.4 million. During the nine months ended September 30, 2023, the Company made 25 new investments totaling $156.8 million, made investments in existing portfolio companies totaling $41.6 million, made a $10.0 million add-on equity co-investment alongside certain affiliates in a portfolio company that specializes in providing financing to plaintiff law firms engaged in mass tort and other civil litigation and made additional investments in joint venture equity portfolio companies totaling $2.5 million. During the six months ended June 30, 2023, the Company made 15 new investments totaling $81.4 million, made investments in existing portfolio companies totaling $71.6$134.2 million, made a $55.0 million equity co-investment alongside certain affiliates in a portfolio company that specializes in providing financing to plaintiff law firms engaged in mass tort and other civil litigation and made additional investments in joint venture equity portfolio companies totaling $2.5 million.
During the three months ended JuneSeptember 30, 2022, the Company made 2621 new investments totaling $248.7$183.4 million and made investments in existing portfolio companies totaling $101.5 million and made additional investments in joint venture equity portfolio companies totaling $2.1$50.7 million. During the sixnine months ended JuneSeptember 30, 2022, the Company made 4869 new investments totaling $495.2$681.2 million, purchased $442.2 million of investments as part of the Sierra Merger, made investments in existing portfolio companies totaling $173.5$221.7 million and made additional investments in joint venture equity portfolio companies totaling $13.8 million.
78

Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
Industry Composition
The industry composition of investments at fair value at JuneSeptember 30, 2023 and December 31, 2022 was as follows:
($ in thousands)June 30, 2023December 31, 2022
Aerospace and Defense$138,050 5.5 %$120,945 4.9 %
Automotive87,101 3.5 76,934 3.2 
Banking, Finance, Insurance and Real Estate377,001 15.0 312,936 12.8 
Beverage, Food and Tobacco37,055 1.5 34,690 1.4 
Capital Equipment139,473 5.6 141,479 5.8 
Chemicals, Plastics, and Rubber37,204 1.5 47,076 1.9 
Construction and Building29,948 1.2 45,049 1.8 
Consumer goods: Durable44,254 1.8 43,932 1.8 
Consumer goods: Non-durable27,513 1.1 27,693 1.1 
Containers, Packaging and Glass37,913 1.5 37,877 1.5 
Energy: Electricity7,836 0.3 7,337 0.3 
Energy: Oil and Gas4,533 0.2 4,776 0.2 
Environmental Industries51,386 2.1 51,006 2.1 
Healthcare and Pharmaceuticals193,058 7.7 203,576 8.3 
High Tech Industries286,196 11.4 300,980 12.3 
Hotel, Gaming and Leisure54,856 2.2 54,023 2.2 
Investment Funds and Vehicles119,607 4.8 130,427 5.3 
Media: Advertising, Printing and Publishing49,235 1.9 55,477 2.3 
Media: Broadcasting and Subscription20,540 0.8 20,257 0.8 
Media: Diversified and Production62,466 2.5 60,561 2.5 
Metals and Mining32,042 1.3 33,125 1.4 
Services: Business356,439 14.2 338,417 13.8 
Services: Consumer63,407 2.5 67,070 2.7 
Structured Products91,969 3.7 86,703 3.5 
Telecommunications26,462 1.0 24,058 1.0 
Transportation: Cargo97,311 3.9 89,398 3.7 
Transportation: Consumer11,289 0.4 11,062 0.5 
Utilities: Electric17,172 0.7 17,374 0.7 
Utilities: Oil and Gas4,676 0.2 4,697 0.2 
Total$2,505,992 100.0 %$2,448,935 100.0 %
s
($ in thousands)September 30, 2023December 31, 2022
Aerospace and Defense$132,059 5.2 %$120,945 4.9 %
Automotive82,755 3.3 76,934 3.2 
Banking, Finance, Insurance and Real Estate372,497 14.8 312,936 12.8 
Beverage, Food and Tobacco39,573 1.6 34,690 1.4 
Capital Equipment135,679 5.4 141,479 5.8 
Chemicals, Plastics, and Rubber36,720 1.4 47,076 1.9 
Construction and Building30,072 1.2 45,049 1.8 
Consumer goods: Durable36,567 1.4 43,932 1.8 
Consumer goods: Non-durable27,142 1.1 27,693 1.1 
Containers, Packaging and Glass37,732 1.5 37,877 1.5 
Energy: Electricity22,589 0.9 7,337 0.3 
Energy: Oil and Gas4,544 0.2 4,776 0.2 
Environmental Industries53,387 2.1 51,006 2.1 
Healthcare and Pharmaceuticals201,815 8.0 203,576 8.3 
High Tech Industries298,811 11.9 300,980 12.3 
Hotel, Gaming and Leisure54,301 2.2 54,023 2.2 
Investment Funds and Vehicles116,646 4.5 130,427 5.3 
Media: Advertising, Printing and Publishing44,811 1.8 55,477 2.3 
Media: Broadcasting and Subscription20,480 0.8 20,257 0.8 
Media: Diversified and Production67,829 2.7 60,561 2.5 
Metals and Mining32,000 1.3 33,125 1.4 
Services: Business352,052 14.0 338,417 13.8 
Services: Consumer57,578 2.3 67,070 2.7 
Structured Products100,827 4.0 86,703 3.5 
Telecommunications26,432 1.0 24,058 1.0 
Transportation: Cargo98,385 3.9 89,398 3.7 
Transportation: Consumer11,102 0.4 11,062 0.5 
Utilities: Electric22,584 0.9 17,374 0.7 
Utilities: Oil and Gas4,666 0.2 4,697 0.2 
Total$2,521,635 100.0 %$2,448,935 100.0 %
Jocassee Partners LLC
On May 8, 2019, the Company entered into an agreement with South Carolina Retirement Systems Group Trust (“SCRS”) to create and co-manage Jocassee Partners LLC (“Jocassee”), a joint venture, which invests in a highly diversified asset mix including senior secured, middle-market, private debt investments, syndicated senior secured loans and structured product investments. The Company and SCRS committed to initially provide $50.0 million and $500.0 million, respectively, of equity capital to Jocassee. On June 2, 2022, the Company committed an additional $50.0 million to Jocassee. Equity contributions will be called from each member on a pro-rata basis, based on their equity commitments.
For the three and sixnine months ended JuneSeptember 30, 2023, Jocassee declared $15.7 million and $31.4$47.1 million in dividends, respectively, of which $1.4 million and $2.9$4.3 million, respectively, was recognized as dividend income in the Company’s Unaudited Consolidated Statements of Operations.
79

Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
The total value of Jocassee’s investment portfolio was $1,254.5$1,274.4 million as of JuneSeptember 30, 2023, as compared to $1,219.9 million as of December 31, 2022. As of JuneSeptember 30, 2023, Jocassee’s investments had an aggregate cost of $1,306.3$1,334.3 million, as compared to $1,296.4 million as of December 31, 2022. As of JuneSeptember 30, 2023 and December 31, 2022, the weighted average yield on the principal amount of Jocassee’s outstanding debt investments was approximately 9.7%10.0% and 8.6%, respectively. As of JuneSeptember 30, 2023 and December 31, 2022, the Jocassee investment portfolio consisted of the following investments:
($ in thousands)($ in thousands)CostPercentage of
Total
Portfolio
Fair ValuePercentage of
Total
Portfolio
($ in thousands)CostPercentage of
Total
Portfolio
Fair ValuePercentage of
Total
Portfolio
June 30, 2023:
September 30, 2023:September 30, 2023:
Senior debt and 1st lien notes
Senior debt and 1st lien notes
$1,209,696 93 %$1,175,711 94 %
Senior debt and 1st lien notes
$1,237,158 93 %$1,197,052 94 %
Subordinated debt and 2nd lien notesSubordinated debt and 2nd lien notes23,249 22,283 Subordinated debt and 2nd lien notes23,479 22,221 
Equity sharesEquity shares7,589 — 7,186 — Equity shares449 — 417 — 
Equity warrantsEquity warrants31 — 136 — Equity warrants31 — 185 — 
Investment in joint venturesInvestment in joint ventures57,358 40,834 Investment in joint ventures55,638 37,001 
Short-term investmentsShort-term investments8,344 8,344 Short-term investments17,514 17,514 
$1,306,267 100 %$1,254,494 100 %$1,334,269 100 %$1,274,390 100 %
December 31, 2022:December 31, 2022:December 31, 2022:
Senior debt and 1st lien notes
Senior debt and 1st lien notes
$1,177,895 91 %$1,123,760 92 %
Senior debt and 1st lien notes
$1,177,895 91 %$1,123,760 92 %
Subordinated debt and 2nd lien notesSubordinated debt and 2nd lien notes23,141 21,659 Subordinated debt and 2nd lien notes23,141 21,659 
Equity sharesEquity shares8,521 — 2,458 — Equity shares8,521 — 2,458 — 
Equity warrantsEquity warrants31 — 158 — Equity warrants31 — 158 — 
Investment in joint venturesInvestment in joint ventures75,941 61,028 Investment in joint ventures75,941 61,028 
Short-term investmentsShort-term investments10,826 10,826 Short-term investments10,826 10,826 
$1,296,355 100 %$1,219,889 100 %$1,296,355 100 %$1,219,889 100 %

80

Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
The industry composition of Jocassee’s investments at fair value at JuneSeptember 30, 2023 and December 31, 2022, excluding short-term investments, was as follows:
($ in thousands)($ in thousands)June 30, 2023December 31, 2022($ in thousands)September 30, 2023December 31, 2022
Aerospace and DefenseAerospace and Defense$76,238 6.1 %$69,133 5.7 %Aerospace and Defense$80,321 6.4 %$69,133 5.7 %
AutomotiveAutomotive22,154 1.8 20,625 1.7 Automotive23,133 1.8 20,625 1.7 
Banking, Finance, Insurance and Real EstateBanking, Finance, Insurance and Real Estate107,781 8.6 105,047 8.7 Banking, Finance, Insurance and Real Estate114,941 9.1 105,047 8.7 
Beverage, Food and TobaccoBeverage, Food and Tobacco31,472 2.5 25,885 2.1 Beverage, Food and Tobacco28,953 2.3 25,885 2.1 
Capital EquipmentCapital Equipment26,164 2.1 25,014 2.1 Capital Equipment24,955 2.0 25,014 2.1 
Chemicals, Plastics, and RubberChemicals, Plastics, and Rubber32,268 2.6 33,111 2.7 Chemicals, Plastics, and Rubber30,817 2.5 33,111 2.7 
Construction and BuildingConstruction and Building16,456 1.3 17,616 1.5 Construction and Building16,513 1.3 17,616 1.5 
Consumer goods: DurableConsumer goods: Durable19,304 1.6 18,751 1.7 Consumer goods: Durable12,915 1.0 18,751 1.7 
Consumer goods: Non-durableConsumer goods: Non-durable24,320 2.0 22,861 1.9 Consumer goods: Non-durable20,874 1.7 22,861 1.9 
Containers, Packaging and GlassContainers, Packaging and Glass25,959 2.1 24,445 2.0 Containers, Packaging and Glass28,684 2.3 24,445 2.0 
Energy: ElectricityEnergy: Electricity15,458 1.2 15,375 1.3 Energy: Electricity15,325 1.2 15,375 1.3 
Energy: Oil and GasEnergy: Oil and Gas6,379 0.5 5,726 0.5 Energy: Oil and Gas6,392 0.5 5,726 0.5 
Environmental IndustriesEnvironmental Industries7,015 0.6 7,314 0.6 Environmental Industries6,866 0.6 7,314 0.6 
Forest Products & PaperForest Products & Paper2,951 0.2 2,269 0.2 Forest Products & Paper3,059 0.2 2,269 0.2 
Healthcare and PharmaceuticalsHealthcare and Pharmaceuticals140,680 11.3 128,983 10.7 Healthcare and Pharmaceuticals142,345 11.3 128,983 10.7 
High Tech IndustriesHigh Tech Industries151,718 12.2 141,906 11.7 High Tech Industries163,461 13.0 141,906 11.7 
Hotel, Gaming and LeisureHotel, Gaming and Leisure29,274 2.4 23,587 2.0 Hotel, Gaming and Leisure22,185 1.8 23,587 2.0 
Investment Funds and VehiclesInvestment Funds and Vehicles40,834 3.3 61,028 5.0 Investment Funds and Vehicles37,001 3.0 61,028 5.0 
Media: Advertising, Printing and PublishingMedia: Advertising, Printing and Publishing11,907 1.0 5,969 0.5 Media: Advertising, Printing and Publishing15,482 1.2 5,969 0.5 
Media: Broadcasting and SubscriptionMedia: Broadcasting and Subscription31,533 2.5 34,676 2.9 Media: Broadcasting and Subscription32,690 2.6 34,676 2.9 
Media: Diversified and ProductionMedia: Diversified and Production28,556 2.3 28,897 2.4 Media: Diversified and Production28,105 2.2 28,897 2.4 
Metals and MiningMetals and Mining3,903 0.3 5,069 0.4 Metals and Mining3,863 0.3 5,069 0.4 
RetailRetail14,125 1.1 15,720 1.3 Retail12,395 1.0 15,720 1.3 
Services: BusinessServices: Business204,382 16.4 199,805 16.5 Services: Business208,216 16.6 199,805 16.5 
Services: ConsumerServices: Consumer53,562 4.3 52,543 4.3 Services: Consumer56,439 4.5 52,543 4.3 
TelecommunicationsTelecommunications37,267 3.0 38,034 3.1 Telecommunications35,066 2.8 38,034 3.1 
Transportation: CargoTransportation: Cargo58,710 4.7 56,018 4.6 Transportation: Cargo59,279 4.7 56,018 4.6 
Transportation: ConsumerTransportation: Consumer12,749 1.0 12,562 1.0 Transportation: Consumer12,626 1.0 12,562 1.0 
Utilities: ElectricUtilities: Electric6,161 0.5 4,194 0.3 Utilities: Electric7,120 0.6 4,194 0.3 
Utilities: Oil and GasUtilities: Oil and Gas6,870 0.5 6,900 0.6 Utilities: Oil and Gas6,855 0.5 6,900 0.6 
TotalTotal$1,246,150 100.0 %$1,209,063 100.0 %Total$1,256,876 100.0 %$1,209,063 100.0 %
81

Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
The geographic composition of Jocassee’s investments at fair value at JuneSeptember 30, 2023 and December 31, 2022, excluding short-term investments, was as follows:
($ in thousands)($ in thousands)June 30, 2023December 31, 2022($ in thousands)September 30, 2023December 31, 2022
AustraliaAustralia$25,833 2.1 %$26,111 2.1 %Australia$25,033 2.0 %$26,111 2.1 %
AustriaAustria6,995 0.6 6,697 0.5 Austria6,815 0.5 6,697 0.5 
BelgiumBelgium20,213 1.6 16,385 1.4 Belgium19,497 1.6 16,385 1.4 
CanadaCanada7,445 0.6 7,280 0.6 Canada4,823 0.4 7,280 0.6 
DenmarkDenmark2,411 0.2 953 0.1 Denmark1,029 0.1 953 0.1 
FinlandFinland44,864 3.6 1,967 0.2 Finland2,104 0.2 1,967 0.2 
FranceFrance1,028 0.1 133,682 11.1 France139,206 11.1 133,682 11.1 
GermanyGermany4,591 0.4 38,068 3.1 Germany43,703 3.5 38,068 3.1 
Hong KongHong Kong2,136 0.2 16,593 1.4 Hong Kong14,465 1.1 16,593 1.4 
IrelandIreland135,291 10.8 4,334 0.4 Ireland7,064 0.6 4,334 0.4 
Italy122,041 9.8 — — 
LuxembourgLuxembourg14,587 1.2 1,759 0.1 Luxembourg1,788 0.1 1,759 0.1 
NetherlandsNetherlands7,120 0.6 35,194 2.9 Netherlands39,751 3.2 35,194 2.9 
PanamaPanama— — 945 0.1 Panama1,464 0.1 945 0.1 
SingaporeSingapore1,813 0.1 4,955 0.4 Singapore4,973 0.4 4,955 0.4 
SpainSpain40,185 3.2 4,189 0.3 Spain4,569 0.4 4,189 0.3 
SwedenSweden963 0.1 4,371 0.4 Sweden4,192 0.3 4,371 0.4 
SwitzerlandSwitzerland4,967 0.4 5,558 0.5 Switzerland582 — 5,558 0.5 
United KingdomUnited Kingdom4,217 0.2 126,305 10.4 United Kingdom116,029 9.2 126,305 10.4 
USAUSA799,450 64.2 773,717 64.0 USA819,789 65.2 773,717 64.0 
TotalTotal$1,246,150 100.0 %$1,209,063 100.0 %Total$1,256,876 100.0 %$1,209,063 100.0 %
Jocassee’s subscription facility with Bank of America N.A., which is non-recourse to the Company, had approximately $176.7$174.1 million and $174.3 million outstanding as of JuneSeptember 30, 2023 and December 31, 2022, respectively. Jocassee’s credit facility with Citibank, N.A., which is non-recourse to the Company, had approximately $361.1$332.4 million and $357.9 million outstanding as of JuneSeptember 30, 2023 and December 31, 2022, respectively. Jocassee’s term debt securitization, which is non-recourse to the Company, had approximately $323.4 million outstanding as of both JuneSeptember 30, 2023 and December 31, 2022.
The Company may sell portions of its investments via assignment to Jocassee. Since inception, as of JuneSeptember 30, 2023 and December 31, 2022, the Company had sold $922.4$967.4 million and $875.9 million, respectively, of its investments to Jocassee. For both the three and sixnine months ended JuneSeptember 30, 2023, the Company realized a gainloss on the sales of its investments to Jocassee of $0.1 million.$0.5 million and $0.3 million, respectively. For both the three and sixnine months ended JuneSeptember 30, 2022, the Company realized a loss on the sales of its investments to Jocassee of $0.2 million.$5.4 million and $5.6 million, respectively. As of JuneSeptember 30, 2023 and December 31, 2022, the Company had $26.9$45.1 million and $18.2 million, respectively, in unsettled receivables due from Jocassee that were included in “Receivable from unsettled transactions” in the accompanying Unaudited and Audited Consolidated Balance Sheets. The sale of the investments met the criteria set forth in ASC 860, Transfers and Servicing for treatment as a sale and satisfies the following conditions:
Assignedassigned investments have been isolated from the Company, and put presumptively beyond the reach of the Company and its creditors, even in bankruptcy or other receivership;
each participant has the right to pledge or exchange the assigned investments it received, and no condition both constrains the participant from taking advantage of its right to pledge or exchange and provides more than a trivial benefit to the Company; and
the Company, its consolidated affiliates or its agents do not maintain effective control over the assigned investments through either: (i) an agreement that entitles and/or obligates the Company to repurchase or redeem the assets before maturity, or (ii) the ability to unilaterally cause the holder to return specific assets, other than through a cleanup call.
The Company has determined that Jocassee is an investment company under ASC Topic 946, Financial Services - Investment Companies, however, in accordance with such guidance, the Company will generally not consolidate its investment
82

Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
in a company other than a substantially wholly owned investment company subsidiary, which is an extension of the operations
82

Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
of the Company, or a controlled operating company whose business consists of providing services to the Company. The Company does not consolidate its interest in Jocassee as it is not a substantially wholly owned investment company subsidiary. In addition, the Company does not control Jocassee due to the allocation of voting rights among Jocassee members.
As of JuneSeptember 30, 2023 and December 31, 2022, Jocassee had the following contributed capital and unfunded commitments from its members:
($ in thousands)($ in thousands)
As of
June 30, 2023
As of December 31, 2022($ in thousands)
As of
September 30, 2023
As of December 31, 2022
Total contributed capital by Barings BDC, Inc.Total contributed capital by Barings BDC, Inc.$35,000 $35,000 Total contributed capital by Barings BDC, Inc.$35,000 $35,000 
Total contributed capital by all membersTotal contributed capital by all members$385,000 $385,000 Total contributed capital by all members$385,000 $385,000 
Total unfunded commitments by Barings BDC, Inc.Total unfunded commitments by Barings BDC, Inc.$65,000 $65,000 Total unfunded commitments by Barings BDC, Inc.$65,000 $65,000 
Total unfunded commitments by all membersTotal unfunded commitments by all members$215,000 $215,000 Total unfunded commitments by all members$215,000 $215,000 
Thompson Rivers LLC
On April 28, 2020, Thompson Rivers LLC (“Thompson Rivers”) was formed as a Delaware limited liability company. On May 13, 2020, the Company entered into a limited liability company agreement governing Thompson Rivers. Under Thompson Rivers’ current operating agreement, as amended to date, the Company has a capital commitment of $75.0 million of equity capital to Thompson Rivers, all of which has been funded as of JuneSeptember 30, 2023. As of JuneSeptember 30, 2023, aggregate commitments to Thompson Rivers by the Company and the other members under the current operating agreement total $450.0 million, all of which has been funded.
For the three and sixnine months ended JuneSeptember 30, 2023, Thompson Rivers declared $41.0$8.0 million and $98.0$106.0 million in dividends, respectively, of which nil was recognized as dividend income in the Company’s Unaudited Consolidated Statements of Operations. In addition, for the three and sixnine months ended JuneSeptember 30, 2023, the Company recognized $6.6$1.3 million and $15.7$16.9 million, respectively, of the dividends as a return of capital. For the three and sixnine months ended JuneSeptember 30, 2022, Thompson Rivers declared $69.4$89.1 million and $89.4$178.5 million in dividends, respectively, of which $2.3$2.2 million and $5.5$7.7 million, respectively, was recognized as dividend income in the Company’s Unaudited Consolidated Statements of Operations. In addition, for both the three and sixnine months ended JuneSeptember 30, 2022, the Company recognized $8.8$12.0 million and $20.8 million, respectively, of the dividends as a return of capital.
As of JuneSeptember 30, 2023, Thompson Rivers had $522.2$415.6 million in Ginnie Mae early buyout loans and $20.4$13.2 million in cash. As of December 31, 2022, Thompson Rivers had $890.9 million in Ginnie Mae early buyout loans and $65.1 million in cash. As of JuneSeptember 30, 2023, Thompson Rivers had 3,2622,677 outstanding loans with an average unpaid balance of $0.2 million and weighted average coupon of 4.0%. As of December 31, 2022, Thompson Rivers had 5,414 outstanding loans with an average unpaid balance of $0.2 million and weighted average coupon of 4.0%.
83

Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
As of JuneSeptember 30, 2023 and December 31, 2022, the Thompson Rivers investment portfolio consisted of the following investments:
($ in thousands)($ in thousands)CostPercentage of
Total
Portfolio
Fair ValuePercentage of
Total
Portfolio
($ in thousands)CostPercentage of
Total
Portfolio
Fair ValuePercentage of
Total
Portfolio
June 30, 2023:
September 30, 2023:September 30, 2023:
Federal Housing Administration (“FHA”) loansFederal Housing Administration (“FHA”) loans$510,032 92 %$479,899 92 %Federal Housing Administration (“FHA”) loans$419,651 92 %$384,251 92 %
Veterans Affairs (“VA”) loansVeterans Affairs (“VA”) loans44,797 %42,275 %Veterans Affairs (“VA”) loans34,071 %31,380 %
$554,829 100 %$522,174 100 %$453,722 100 %$415,631 100 %
December 31, 2022:December 31, 2022:December 31, 2022:
Federal Housing Administration (“FHA”) loansFederal Housing Administration (“FHA”) loans$864,625 91 %$811,358 91 %Federal Housing Administration (“FHA”) loans$864,625 91 %$811,358 91 %
Veterans Affairs (“VA”) loansVeterans Affairs (“VA”) loans84,654 %79,553 %Veterans Affairs (“VA”) loans84,654 %79,553 %
$949,279 100 %$890,911 100 %$949,279 100 %$890,911 100 %
Thompson Rivers’ repurchase agreement with JPMorgan Chase Bank, which is non-recourse to the Company, had approximately $132.7$101.2 million and $224.2 million outstanding as of JuneSeptember 30, 2023 and December 31, 2022, respectively. Thompson Rivers’ repurchase agreement with Bank of America N.A., which is non-recourse to the Company, had approximately $246.2$195.6 million and $428.0 million outstanding as of JuneSeptember 30, 2023 and December 31, 2022, respectively. Thompson Rivers’ repurchase agreement with Barclays Bank, which is non-recourse to the Company, had approximately $100.2$64.1 million and $184.2 million outstanding as of JuneSeptember 30, 2023 and December 31, 2022, respectively.
83

Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
The Company has determined that Thompson Rivers is an investment company under ASC Topic 946, Financial Services - Investment Companies, however, in accordance with such guidance, the Company will generally not consolidate its investment in a company other than a substantially wholly owned investment company subsidiary, which is an extension of the operations of the Company, or a controlled operating company whose business consists of providing services to the Company. The Company does not consolidate its interest in Thompson Rivers as it is not a substantially wholly owned investment company subsidiary. In addition, the Company does not control Thompson Rivers due to the allocation of voting rights among Thompson Rivers members.
As of JuneSeptember 30, 2023 and December 31, 2022, Thompson Rivers had the following contributed capital and unfunded commitments from its members:
($ in thousands)($ in thousands)
As of
June 30, 2023
As of December 31, 2022($ in thousands)
As of
September 30, 2023
As of December 31, 2022
Total contributed capital by Barings BDC, Inc. (1)Total contributed capital by Barings BDC, Inc. (1)$79,411 $79,411 Total contributed capital by Barings BDC, Inc. (1)$79,411 $79,411 
Total contributed capital by all members (2)Total contributed capital by all members (2)$482,083 $482,083 Total contributed capital by all members (2)$482,083 $482,083 
Total unfunded commitments by Barings BDC, Inc.Total unfunded commitments by Barings BDC, Inc.$— $— Total unfunded commitments by Barings BDC, Inc.$— $— 
Total unfunded commitments by all membersTotal unfunded commitments by all members$— $— Total unfunded commitments by all members$— $— 
(1)Includes $4.4 million of dividend re-investments.
(2)Includes dividend re-investments of $32.1 million and $162.1 million, respectively, of total contributed capital by related parties.
84

Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
Waccamaw River LLC
On January 4, 2021, Waccamaw River LLC (“Waccamaw River”) was formed as a Delaware limited liability company. On February 8, 2021, the Company entered into a limited liability company agreement governing Waccamaw River. Under Waccamaw River’s current operating agreement, as amended to date, the Company has a capital commitment of $25.0 million of equity capital to Waccamaw River, all of which has been funded (including approximately $5.3 million of recallable return of capital) as of JuneSeptember 30, 2023. As of JuneSeptember 30, 2023, aggregate commitments to Waccamaw River by the Company and the other members under the current operating agreement total $125.0 million, all of which has been funded (including $14.0 million of recallable return of capital).
For the three and six months ended JuneSeptember 30, 2023, Waccamaw River did not declare a dividend. For the nine months ended September 30, 2023, Waccamaw River declared $3.7 million and $7.3 million in dividends, respectively, of which $0.7 million and $1.5 million respectively, was recognized as dividend income in the Company’s Unaudited Consolidated Statements of Operations. For the three and sixnine months ended JuneSeptember 30, 2022, Waccamaw River declared $2.4$2.7 million and $3.9$6.6 million in dividends, respectively, of which $0.5 million and $0.8$1.3 million, respectively, was recognized as dividend income in the Company’s Unaudited Consolidated Statements of Operations.
As of JuneSeptember 30, 2023, Waccamaw River had $234.8$223.7 million in unsecured consumer loans and $14.7$21.2 million in cash. As of December 31, 2022, Waccamaw River had $200.5 million in unsecured consumer loans and $8.0 million in cash. As of JuneSeptember 30, 2023, Waccamaw River had 23,18223,199 outstanding loans with an average loan size of $10,990,$10,832, remaining average life to maturity of 43.041.8 months and weighted average interest rate of 12.5%12.7%. As of December 31, 2022, Waccamaw River had 18,335 outstanding loans with an average loan size of $11,542, remaining average life to maturity of 44.0 months and weighted average interest rate of 12.0%.
Waccamaw River’s secured loan borrowing with JPMorgan Chase Bank, N.A., which is non-recourse to the Company, had approximately $83.6$88.3 million and $72.3 million outstanding as of JuneSeptember 30, 2023 and December 31, 2022, respectively. Waccamaw River’s secured loan borrowing with Barclays Bank PLC., which is non-recourse to the Company, had approximately $76.2$75.2 million and $44.8 million outstanding as of JuneSeptember 30, 2023 and December 31, 2022, respectively.
The Company has determined that Waccamaw River is an investment company under ASC Topic 946, Financial Services - Investment Companies, however, in accordance with such guidance, the Company will generally not consolidate its investment in a company other than a substantially wholly owned investment company subsidiary, which is an extension of the operations of the Company, or a controlled operating company whose business consists of providing services to the Company. The Company does not consolidate its interest in Waccamaw River as it is not a substantially wholly owned investment company subsidiary. In addition, the Company does not control Waccamaw River due to the allocation of voting rights among Waccamaw River members.
84

Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
As of JuneSeptember 30, 2023 and December 31, 2022, Waccamaw River had the following contributed capital and unfunded commitments from its members:
($ in thousands)($ in thousands)
As of
June 30, 2023
As of
 December 31, 2022
($ in thousands)
As of
September 30, 2023
As of
 December 31, 2022
Total contributed capital by Barings BDC, Inc.Total contributed capital by Barings BDC, Inc.$30,280 $27,800 Total contributed capital by Barings BDC, Inc.$30,280 $27,800 
Total contributed capital by all members (1)Total contributed capital by all members (1)$139,020 $126,620 Total contributed capital by all members (1)$139,020 $126,620 
Total return of capital (recallable) by Barings BDC, Inc.Total return of capital (recallable) by Barings BDC, Inc.$(5,280)$(5,280)Total return of capital (recallable) by Barings BDC, Inc.$(5,280)$(5,280)
Total return of capital (recallable) by all members (2)Total return of capital (recallable) by all members (2)$(14,020)$(14,020)Total return of capital (recallable) by all members (2)$(14,020)$(14,020)
Total unfunded commitments by Barings BDC, Inc.Total unfunded commitments by Barings BDC, Inc.$— $2,480 Total unfunded commitments by Barings BDC, Inc.$— $2,480 
Total unfunded commitments by all membersTotal unfunded commitments by all members$— $12,400 (3)Total unfunded commitments by all members$— $12,400 (3)
(1)Includes $82.0 million and $74.6 million of total contributed capital by related parties as of JuneSeptember 30, 2023 and December 31, 2022, respectively.
(2)Includes ($7.0) million of total return of capital (recallable) by related parties.
(3)Includes $7.4 million of unfunded commitments by related parties.
Sierra Senior Loan Strategy JV I LLC
On February 25, 2022, as part of the Sierra Merger, the Company purchased its interest in Sierra Senior Loan Strategy JV I LLC (“Sierra JV”). The Company and MassMutual Ascend Life Insurance Company (“MMALIC”), a wholly-owned subsidiary of Massachusetts Mutual Life Insurance Company, are the members of Sierra JV, a joint venture formed as a
85

Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
Delaware limited liability company and commenced operations on July 15, 2015. Sierra JV’s investment objective is to generate current income and capital appreciation by investing primarily in the debt of privately-held middle market companies with a focus on senior secured first lien term loans. The members of Sierra JV make capital contributions as investments by Sierra JV are completed, and all portfolio and other material decisions regarding Sierra JV must be submitted to Sierra JV’s board of managers, which is comprised of four members, two of whom are selected by the Company and the other two are selected by MMALIC. Approval of Sierra JV’s board of managers requires the unanimous approval of a quorum of the board of managers, with a quorum consisting of equal representation of members appointed by each of the Company and MMALIC.
As of JuneSeptember 30, 2023, Sierra JV had total capital commitments of $124.5 million with the Company committing $110.1 million and MMALIC committing $14.5 million. The Company had fully funded its $110.1 million commitment and total commitments of $124.5 million were funded as of JuneSeptember 30, 2023.
For the three and sixnine months ended JuneSeptember 30, 2023, Sierra JV declared $1.5 million and $2.9$4.4 million in dividends, respectively, of which $1.3 million and $2.5$3.9 million, respectively, was recognized as dividend income in the Company’s Unaudited Consolidated Statements of Operations. For both the three and sixnine months ended JuneSeptember 30, 2022, Sierra JV declared $31.8$12.0 million and $43.8 million in dividends, respectively, of which $1.6 million and $3.2 million, respectively. was recognized as dividend income in the Company’s Unaudited Consolidated Statements of Operations. In addition, for both the three and sixnine months ended JuneSeptember 30, 2022, the Company recognized $26.7$9.0 million and $35.7 million, respectively, of the dividends as a return of capital.
The Company has determined that Sierra JV is an investment company under ASC Topic 946, Financial Services - Investment Companies, however, in accordance with such guidance, the Company will generally not consolidate its investment in a company other than a substantially wholly owned investment company subsidiary, which is an extension of the operations of the Company, or a controlled operating company whose business consists of providing services to the Company. The Company does not consolidate its interest in Sierra JV as it is not a substantially wholly owned investment company subsidiary. In addition, the Company does not control Sierra JV due to the allocation of voting rights among Sierra JV members.
85

Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
The total value of Sierra JV’s investment portfolio was $106.9$91.9 million as of JuneSeptember 30, 2023, as compared to $110.0 million, as of December 31, 2022. As of JuneSeptember 30, 2023, Sierra JV’s investments had an aggregate cost $115.7$99.0 million, as compared to $125.2 million as of December 31, 2022. As of JuneSeptember 30, 2023 and December 31, 2022, the weighted average yield on the principal amount of Sierra JV’s outstanding debt investments was approximately 9.9%10.2% and 9.2%, respectively. As of JuneSeptember 30, 2023 and December 31, 2022, the Sierra JV investment portfolio consisted of the following investments:
($ in thousands)($ in thousands)CostPercentage of
Total
Portfolio
Fair ValuePercentage of
Total
Portfolio
($ in thousands)CostPercentage of
Total
Portfolio
Fair ValuePercentage of
Total
Portfolio
June 30, 2023:
September 30, 2023:September 30, 2023:
Senior debt and 1st lien notes
Senior debt and 1st lien notes
$115,684 100 %$106,927 100 %
Senior debt and 1st lien notes
$99,026 100 %$91,902 100 %
$115,684 100 %$106,927 100 %$99,026 100 %$91,902 100 %
December 31, 2022:December 31, 2022:December 31, 2022:
Senior debt and 1st lien notes
Senior debt and 1st lien notes
$125,220 100 %$110,047 100 %
Senior debt and 1st lien notes
$125,220 100 %$110,047 100 %
$125,220 100 %$110,047 100 %$125,220 100 %$110,047 100 %
86

Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
The industry composition of Sierra JV’s investments at fair value at JuneSeptember 30, 2023 and December 31, 2022, excluding short-term investments, was as follows:
($ in thousands)($ in thousands)June 30, 2023December 31, 2022($ in thousands)September 30, 2023December 31, 2022
AutomotiveAutomotive$2,517 2.3 %$2,283 2.1 %Automotive$2,347 2.5 %$2,283 2.1 %
Banking, Finance, Insurance and Real EstateBanking, Finance, Insurance and Real Estate1,040 1.0 1,414 1.3 Banking, Finance, Insurance and Real Estate677 0.7 1,414 1.3 
Beverage, Food and TobaccoBeverage, Food and Tobacco3,307 3.1 3,181 2.9 Beverage, Food and Tobacco3,302 3.6 3,181 2.9 
Capital EquipmentCapital Equipment9,273 8.7 9,208 8.4 Capital Equipment9,250 10.1 9,208 8.4 
Chemicals, Plastics, and RubberChemicals, Plastics, and Rubber2,684 2.5 2,772 2.5 Chemicals, Plastics, and Rubber2,954 3.2 2,772 2.5 
Construction and BuildingConstruction and Building1,877 1.8 1,887 1.7 Construction and Building1,872 2.0 1,887 1.7 
Consumer goods: DurableConsumer goods: Durable988 0.9 1,272 1.1 Consumer goods: Durable1,005 1.1 1,272 1.1 
Containers, Packaging and GlassContainers, Packaging and Glass1,803 1.7 1,812 1.6 Containers, Packaging and Glass— — 1,812 1.6 
Environmental IndustriesEnvironmental Industries8,062 7.5 7,797 7.1 Environmental Industries8,083 8.8 7,797 7.1 
Healthcare and PharmaceuticalsHealthcare and Pharmaceuticals13,301 12.4 13,614 12.4 Healthcare and Pharmaceuticals13,407 14.6 13,614 12.4 
High Tech IndustriesHigh Tech Industries14,684 13.7 13,713 12.5 High Tech Industries14,156 15.4 13,713 12.5 
Media: Advertising, Printing and PublishingMedia: Advertising, Printing and Publishing9,918 9.3 10,032 9.1 Media: Advertising, Printing and Publishing— — 10,032 9.1 
Media: Diversified and ProductionMedia: Diversified and Production5,626 5.3 5,498 5.0 Media: Diversified and Production3,234 3.5 5,498 5.0 
RetailRetail6,055 5.7 5,489 5.0 Retail6,028 6.6 5,489 5.0 
Services: BusinessServices: Business6,867 6.4 10,876 9.9 Services: Business6,870 7.5 10,876 9.9 
Services: ConsumerServices: Consumer8,382 7.8 8,265 7.5 Services: Consumer8,449 9.2 8,265 7.5 
Transportation: CargoTransportation: Cargo6,311 5.9 6,221 5.6 Transportation: Cargo6,301 6.9 6,221 5.6 
Transportation: ConsumerTransportation: Consumer4,232 4.0 4,713 4.3 Transportation: Consumer3,967 4.3 4,713 4.3 
TotalTotal$106,927 100.0 %$110,047 100.0 %Total$91,902 100.0 %$110,047 100.0 %
    
Sierra JV’s revolving credit facility with Wells Fargo Bank, N.A., which is non-recourse to the Company, had $77.0$64.0 million outstanding as of JuneSeptember 30, 2023 and $75.0 million outstanding as of December 31, 2022.
86

Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
Eclipse Business Capital Holdings LLC
On July 8, 2021, the Company made an equity investment in Eclipse Business Capital Holdings LLC (“Eclipse”) of $89.8 million, a second lien senior secured loan of $4.5 million and unfunded revolver of $13.6 million, alongside other related party affiliates. On August 12, 2022, the Company increased the unfunded revolver to $22.7 million. As of JuneSeptember 30, 2023 and December 31, 2022, $3.6$4.7 million and $5.3 million, respectively, of the revolver was funded. Eclipse conducts its business through Eclipse Business Capital LLC. Eclipse is one of the country’s leading independent asset-based lending (“ABL”) platforms that provides financing to middle-market borrowers in the U.S. and Canada. Eclipse provides revolving lines of credit and term loans ranging in size from $10 – $125 million that are secured by collateral such as accounts receivable, inventory, equipment, or real estate. Eclipse lends to both privately-owned and publicly-traded companies across a range of industries, including manufacturing, retail, automotive, oil & gas, services, distribution, and consumer products. The addition of Eclipse to the portfolio allows the Company to participate in an asset class and commercial finance operations that offer differentiated income returns as compared to directly originated loans. Eclipse is led by a seasoned team of ABL experts.
The Company has determined that Eclipse is not an investment company under ASC Topic 946, Financial Services - Investment Companies. Under ASC 810-10-15-12(d), an investment company generally does not consolidate an investee that is not an investment company other than a controlled operating company whose business consists of providing services to the company. Thus, the Company is not required to consolidate Eclipse because it does not provide services to the Company. Instead the Company accounts for its equity investment in Eclipse in accordance with ASC 946-320, presented as a single investment measured at fair value.
87

Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
Rocade Holdings LLC
On February 1, 2023, the Company made an equity investment in Rocade Holdings LLC (“Rocade”) of $45.0 million, alongside other related party affiliates. In April 2023, the Company made an additional equity investment in Rocade totaling $10.0 million. As of JuneSeptember 30, 2023, the Company had $30.0 million of unfunded preferred equity commitments. Rocade conducts its business through Rocade LLC and operates as Rocade Capital. Rocade is one of the country’s leading litigation finance platforms that specializes in providing financing to plaintiff law firms engaged in mass tort and other civil litigation. Rocade typically provides loans to law firms that are secured by the borrowing firm’s interests in award settlements, including contingency fees expected to be earned from successful litigation. The loans generally bear floating rate PIK interest with an overall expected annualized return between 10% and 25% and collect debt service upon receipt of settlement awards and/or contingency fees. The addition of Rocade to the portfolio allows the Company to participate in an uncorrelated asset class that offer differentiated income returns as compared to directly originated loans. Rocade is led by a seasoned team of litigation finance experts.
The Company has determined that Rocade is not an investment company under ASC Topic 946, Financial Services - Investment Companies. Under ASC 810-10-15-12(d), an investment company generally does not consolidate an investee that is not an investment company other than a controlled operating company whose business consists of providing services to the company. Thus, the Company is not required to consolidate Rocade because it does not provide services to the Company. Instead the Company accounts for its equity investment in Rocade in accordance with ASC 946-320, presented as a single investment measured at fair value.
Valuation of Investments
The Adviser conducts the valuation of the Company’s investments, upon which the Company’s net asset valueNAV is primarily based, in accordance with its valuation policy, as well as established and documented processes and methodologies for determining the fair values of portfolio company investments on a recurring (at least quarterly) basis in accordance with the 1940 Act and FASB ASC Topic 820, Fair Value Measurements and Disclosures (“ASC Topic 820”). The Company’s current valuation policy and processes were established by the Adviser and were approved by the Board.
Under ASC Topic 820, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between a willing buyer and a willing seller at the measurement date. For the Company’s portfolio securities, fair value is generally the amount that the Company might reasonably expect to receive upon the current sale of the security. The fair value measurement assumes that the sale occurs in the principal market for the security, or in the absence of a principal market, in the most advantageous market for the security. If no market for the security exists or if the Company does not have access to the principal market, the security should be valued based on the sale occurring in a hypothetical market.
Under ASC Topic 820, there are three levels of valuation inputs, as follows:
Level 1 Inputs – include quoted prices (unadjusted) in active markets for identical assets or liabilities.
87

Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
Level 2 Inputs – include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
Level 3 Inputs – include inputs that are unobservable and significant to the fair value measurement.
A financial instrument is categorized within the ASC Topic 820 valuation hierarchy based upon the lowest level of input to the valuation process that is significant to the fair value measurement. For example, a Level 3 fair value measurement may include inputs that are observable (Levels 1 and 2) and unobservable (Level 3). Therefore, unrealized appreciation and depreciation related to such investments categorized as Level 3 investments within the tables below may include changes in fair value that are attributable to both observable inputs (Levels 1 and 2) and unobservable inputs (Level 3).
The Company’s investment portfolio includes certain debt and equity instruments of privately held companies for which quoted prices or other observable inputs falling within the categories of Level 1 and Level 2 are generally not available. In such cases, the Adviser determines the fair value of the Company’s investments in good faith primarily using Level 3 inputs. In certain cases, quoted prices or other observable inputs exist, and if so, the Adviser assesses the appropriateness of the use of these third-party quotes in determining fair value based on (i) its understanding of the level of actual transactions used by the broker to develop the quote and whether the quote was an indicative price or binding offer and (ii) the depth and consistency of broker quotes and the correlation of changes in broker quotes with the underlying performance of the portfolio company.
There is no single standard for determining fair value in good faith, as fair value depends upon the specific circumstances of each individual investment. The recorded fair values of the Company’s Level 3 investments may differ significantly from fair
88

Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
values that would have been used had an active market for the securities existed. In addition, changes in the market environment and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on these investments to be different than the valuations currently assigned.
Investment Valuation Process
The Board must determine fair value in good faith for any or all Company investments for which market quotations are not readily available. The Board has designated the Adviser as valuation designee to perform the fair value determinations relating to the value of the assets held by the Company for which market quotations are not readily available. The Adviser has established a pricing committee that is, subject to the oversight of the Board, responsible for the approval, implementation and oversight of the processes and methodologies that relate to the pricing and valuation of assets held by the Company. The Adviser uses independent third-party providers to price the portfolio, but in the event an acceptable price cannot be obtained from an approved external source, the Adviser will utilize alternative methods in accordance with internal pricing procedures established by the Adviser’s pricing committee.
At least annually, the Adviser conducts reviews of the primary pricing vendors to validate that the inputs used in the vendors’ pricing process are deemed to be market observable. While the Adviser is not provided access to proprietary models of the vendors, the reviews have included on-site walkthroughs of the pricing process, methodologies and control procedures for each asset class and level for which prices are provided. The review also includes an examination of the underlying inputs and assumptions for a sample of individual securities across asset classes, credit rating levels and various durations, a process the Adviser continues to perform annually. In addition, the pricing vendors have an established challenge process in place for all security valuations, which facilitates identification and resolution of prices that fall outside expected ranges. The Adviser believes that the prices received from the pricing vendors are representative of prices that would be received to sell the assets at the measurement date (i.e., exit prices).
The Company’s money market fund investments are generally valued using Level 1 inputs and its equity investments listed on an exchange or on the NASDAQ National Market System are valued using Level 1 inputs, using the last quoted sale price of that day. The Company’s syndicated senior secured loans and structured product investments are generally valued using Level 2 inputs, which are generally valued at the bid quotation obtained from dealers in loans by an independent pricing service. The Company’s middle-market, private debt and equity investments are generally valued using Level 3 inputs.
Independent Valuation
The fair value of loans and equity investments that are not syndicated or for which market quotations are not readily available, including middle-market loans, are generally submitted to independent providers to perform an independent valuation on those loans and equity investments as of the end of each quarter. Such loans and equity investments are initially held at cost, as that is a reasonable approximation of fair value on the acquisition date, and monitored for material changes that could affect the valuation (for example, changes in interest rates or the credit quality of the borrower). At the quarter end following that of the initial acquisition, such loans and equity investments are generally sent to a valuation provider which will determine the fair
88

Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
value of each investment. The independent valuation providers apply various methods (synthetic rating analysis, discounting cash flows, and re-underwriting analysis) to establish the rate of return a market participant would require (the “discount rate”) as of the valuation date, given market conditions, prevailing lending standards and the perceived credit quality of the issuer. Future expected cash flows for each investment are discounted back to present value using these discount rates in the discounted cash flow analysis. A range of values will be provided by the valuation provider and the Adviser will determine the point within that range that it will use. If the Adviser’s pricing committee disagrees with the price range provided, it may make a fair value recommendation to the Adviser that is outside of the range provided by the independent valuation provider and the reasons therefore. In certain instances, the Company may determine that it is not cost-effective, and as a result is not in the stockholders’ best interests, to request an independent valuation firm to perform an independent valuation on certain investments. Such instances include, but are not limited to, situations where the fair value of the investment in the portfolio company is determined to be insignificant relative to the total investment portfolio.
Valuation Inputs
The Adviser’s valuation techniques are based upon both observable and unobservable pricing inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Adviser’s market assumptions. The Adviser’s 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. An independent pricing service provider is the preferred source of pricing a loan, however, to the extent the independent pricing service provider price is unavailable or not relevant and reliable, the Adviser will utilize alternative approaches such as broker quotes or manual prices. The Adviser attempts to maximize the use of observable inputs and minimize the use of unobservable inputs. The availability of observable inputs can vary from
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Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
investment to investment and is affected by a wide variety of factors, including the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets and other characteristics particular to the security.
Valuation of Investments in Jocassee, Thompson Rivers, Waccamaw River, Sierra JV and MVC Private Equity Fund LP
As Jocassee, Thompson Rivers, Waccamaw River, Sierra JV and MVC Private Equity Fund LP are investment companies with no readily determinable fair values, the Adviser estimates the fair value of the Company’s investments in these entities using net asset valueNAV of each company and the Company’s ownership percentage as a practical expedient. The net asset valueNAV is determined in accordance with the specialized accounting guidance for investment companies.
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Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
Level 3 Unobservable Inputs
The following tables summarize the significant unobservable inputs the Adviser used in the valuation of the Company’s Level 3 debt and equity securities as of JuneSeptember 30, 2023 and December 31, 2022. The weighted average range of unobservable inputs is based on fair value of investments.
June 30, 2023:
($ in thousands)
Fair ValueValuation
Model
Level 3
Input
Range of
Inputs
Weighted
Average
Impact to Valuation from an Increase in Input
Senior debt and 1st lien notes(1)
$1,499,714 Yield AnalysisMarket Yield7.5% – 30.6%11.9%Decrease
15,133 Market ApproachAdjusted EBITDA Multiple5.8x5.8xIncrease
1,141 Market ApproachRevenue Multiple0.2x0.2xIncrease
47,748 Recent TransactionTransaction Price93.3% – 97.5%96.0%Increase
Subordinated debt and 2nd lien notes(2)
165,875 Yield AnalysisMarket Yield8.6% – 18.1%13.5%Decrease
36,829 Market ApproachAdjusted EBITDA Multiple7.0x – 11.0x8.2xIncrease
1,504 Recent TransactionTransaction Price97.0% – 98.0%97.6%Increase
Structured products(3)
18,797 Yield AnalysisMarket Yield8.2% – 11.6%9.2%Decrease
Equity shares(4)
8,220 Yield AnalysisMarket Yield13.6% – 14.8%14.2%Decrease
337,091 Market ApproachAdjusted EBITDA Multiple1.8x – 40.0x10.7xIncrease
1,425 Market ApproachRevenue Multiple0.2x – 9.5x6.6xIncrease
2,938 Net Asset ApproachLiabilities$(33,951.4)$(33,951.4)Decrease
112 Expected RecoveryExpected Recovery$2.5 – $110.0$107.6Increase
2,111 Recent TransactionTransaction Price$0.98 – $14.94$11.8Increase
Equity warrants1,141 Market ApproachAdjusted EBITDA Multiple5.3x – 14.5x8.4xIncrease
Expected RecoveryExpected Recovery$3.0$3.0Increase
September 30, 2023:
($ in thousands)
Fair ValueValuation
Model
Level 3
Input
Range of
Inputs
Weighted
Average
Impact to Valuation from an Increase in Input
Senior debt and 1st lien notes(1)
$1,397,313 Yield AnalysisMarket Yield7.3% – 41.4%12.2%Decrease
13,132 Market ApproachAdjusted EBITDA Multiple5.0x – 5.8x5.1xIncrease
1,127 Market ApproachRevenue Multiple0.2x0.2xIncrease
167,325 Recent TransactionTransaction Price96.1% – 100.0%97.6%Increase
Subordinated debt and 2nd lien notes(2)
172,950 Yield AnalysisMarket Yield9.0% – 18.9%13.6%Decrease
21,563 Market ApproachAdjusted EBITDA Multiple7.0x – 12.50x9.3xIncrease
3,176 Recent TransactionTransaction Price100.0%100.0%Increase
Structured products(3)
23,519 Yield AnalysisMarket Yield8.8% – 11.0%9.5%Decrease
Equity shares(4)
8,518 Yield AnalysisMarket Yield14.2% – 15.5%14.9%Decrease
330,192 Market ApproachAdjusted EBITDA Multiple1.8x – 35.0x10.6xIncrease
1,452 Market ApproachRevenue Multiple0.2x – 9.5x6.7xIncrease
3,026 Net Asset ApproachLiabilities$(44,742.4)$(44,742.4)Decrease
1,402 Expected RecoveryExpected Recovery$2.5 – $1,400.0$1,397.5Increase
3,326 Recent TransactionTransaction Price$1.00 – $1,000.00$171.5Increase
Equity warrants1,243 Market ApproachAdjusted EBITDA Multiple5.0x – 14.0x7.9xIncrease
Expected RecoveryExpected Recovery$3.0$3.0Increase
(1)Excludes investments with an aggregate fair value amounting to $32,393,$23,430, which the Adviser valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs are not readily available.
(2)Excludes investments with an aggregate fair value amounting to $4,882,$45,908, which the Adviser valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs are not readily available.
(3)Excludes investments with an aggregate fair value amounting to $12,098,$12,081, which the Adviser valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs are not readily available.
(4)Excludes investments with an aggregate fair value amounting to $3,278,$7,705, which the Adviser valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs are not readily available.
90

Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)

December 31, 2022:
($ in thousands)
Fair ValueValuation
Model
Level 3
Input
Range of
Inputs
Weighted
Average
Impact to Valuation from an Increase in Input
Senior debt and 1st lien notes(1)
$1,305,819 Yield AnalysisMarket Yield7.7% – 37.3%11.7%Decrease
14,794 Market ApproachAdjusted EBITDA Multiple6.0x6.0xIncrease
1,263 Market ApproachRevenue Multiple0.2x0.2xIncrease
13,153 Discounted Cash Flow AnalysisDiscount Rate13.0%13.0%Decrease
233,824 Recent TransactionTransaction Price96.7% – 100.0%97.5%Increase
Subordinated debt and 2nd lien notes(2)
182,856 Yield AnalysisMarket Yield8.4% – 16.6%13.1%Decrease
35,536 Market ApproachAdjusted EBITDA Multiple6.5x – 9.0x7.4xIncrease
2,186 Market ApproachRevenue Multiple0.5x0.5xIncrease
513 Recent TransactionTransaction Price97.3%97.3%Increase
Structured products(3)
3,792 Discounted Cash Flow AnalysisDiscount Rate10.4%10.4%Decrease
5,239 Recent TransactionTransaction Price100.0%100.0%Increase
Equity shares(4)
12,600 Yield AnalysisMarket Yield15.7% – 17.8%16.7%Decrease
259,219 Market ApproachAdjusted EBITDA Multiple4.0x – 43.0x9.4xIncrease
1,321 Market ApproachRevenue Multiple0.2x – 7.0x6.8xIncrease
221 Market ApproachAdjusted EBITDA/Revenue Multiple Blend5.8x5.8xIncrease
1,932 Net Asset ApproachLiabilities$(8,941.8)$(8,941.8)Decrease
112 Expected RecoveryExpected Recovery$2.5 – $110$107.6Increase
4,921 Recent TransactionTransaction Price$0.00 – $1,015.13$521.22Increase
Equity warrants1,054 Market ApproachAdjusted EBITDA Multiple4.0x – 17.5x7.3xIncrease
3Expected RecoveryExpected Recovery$3.0$3.0Increase
(1)Excludes investments with an aggregate fair value amounting to $22,503, which the Adviser valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs are not readily available.
(2)Excludes investments with an aggregate fair value amounting to $13,123, which the Adviser valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs are not readily available.
(3)Excludes investments with an aggregate fair value amounting to $8,796, which the Adviser valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs are not readily available.
(4)Excludes investments with an aggregate fair value amounting to $2,741, which the Adviser valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs are not readily available.
91

Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
The following tables present the Company’s investment portfolio at fair value as of JuneSeptember 30, 2023 and December 31, 2022, categorized by the ASC Topic 820 valuation hierarchy, as previously described:
Fair Value as of June 30, 2023 Fair Value as of September 30, 2023
($ in thousands)($ in thousands)Level 1Level 2Level 3Total($ in thousands)Level 1Level 2Level 3Total
Senior debt and 1st lien notes
Senior debt and 1st lien notes
$— $104,846 $1,596,129 $1,700,975 
Senior debt and 1st lien notes
$— $98,362 $1,602,327 $1,700,689 
Subordinated debt and 2nd lien notes
Subordinated debt and 2nd lien notes
— 37,907 209,090 246,997 
Subordinated debt and 2nd lien notes
— 14,036 243,597 257,633 
Structured productsStructured products— 50,173 30,895 81,068 Structured products— 54,131 35,600 89,731 
Equity sharesEquity shares121 905 355,175 356,201 Equity shares69 — 355,621 355,690 
Equity warrantsEquity warrants— — 1,144 1,144 Equity warrants— — 1,246 1,246 
Investments subject to levelingInvestments subject to leveling$121 $193,831 $2,192,433 $2,386,385 Investments subject to leveling$69 $166,529 $2,238,391 $2,404,989 
Investment in joint ventures / PE fund (1)Investment in joint ventures / PE fund (1)119,607 Investment in joint ventures / PE fund (1)116,646 
$2,505,992 $2,521,635 
Fair Value as of December 31, 2022Fair Value as of December 31, 2022
($ in thousands)($ in thousands)Level 1Level 2Level 3Total($ in thousands)Level 1Level 2Level 3Total
Senior debt and 1st lien notes
Senior debt and 1st lien notes
$— $104,836 $1,591,356 $1,696,192 
Senior debt and 1st lien notes
$— $104,836 $1,591,356 $1,696,192 
Subordinated debt and 2nd lien notes
Subordinated debt and 2nd lien notes
— 28,925 234,214 263,139 
Subordinated debt and 2nd lien notes
— 28,925 234,214 263,139 
Structured productsStructured products— 55,723 17,827 73,550 Structured products— 55,723 17,827 73,550 
Equity sharesEquity shares164 1,339 283,067 284,570 Equity shares164 1,339 283,067 284,570 
Equity warrantsEquity warrants— — 1,057 1,057 Equity warrants— — 1,057 1,057 
Investments subject to levelingInvestments subject to leveling$164 $190,823 $2,127,521 $2,318,508 Investments subject to leveling$164 $190,823 $2,127,521 $2,318,508 
Investment in joint ventures / PE fund (1)Investment in joint ventures / PE fund (1)130,427 Investment in joint ventures / PE fund (1)130,427 
$2,448,935 $2,448,935 
(1)The Company’s investments in Jocassee, Sierra JV, Thompson Rivers, Waccamaw River and MVC Private Equity Fund LP are measured at fair value using NAV and have not been categorized in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Unaudited Consolidated Balance Sheet and Consolidated Balance Sheet.
92

Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
The following tables reconcile the beginning and ending balances of the Company’s investment portfolio measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the sixnine months ended JuneSeptember 30, 2023 and 2022:
Six Months Ended
June 30, 2023:
($ in thousands)
Senior Debt
and 1st Lien
Notes
Subordinated Debt and 2nd Lien Notes
Structured ProductsEquity
Shares
Equity WarrantsTotal
Nine Months Ended
September 30, 2023:
($ in thousands)
Nine Months Ended
September 30, 2023:
($ in thousands)
Senior Debt
and 1st Lien
Notes
Subordinated Debt and 2nd Lien Notes
Structured ProductsEquity
Shares
Equity WarrantsTotal
Fair value, beginning of periodFair value, beginning of period$1,591,356 $234,214 $17,827 $283,067 $1,057 $2,127,521 Fair value, beginning of period$1,591,356 $234,214 $17,827 $283,067 $1,057 $2,127,521 
New investmentsNew investments131,734 11,478 13,479 60,137 — 216,828 New investments232,280 32,722 22,669 68,680 — 356,351 
Transfers into (out of) Level 3, netTransfers into (out of) Level 3, net(9,417)(7,748)— 914 — (16,251)Transfers into (out of) Level 3, net(18,355)16,815 — 914 — (626)
Proceeds from sales of investmentsProceeds from sales of investments(68,425)(2,800)— (4,200)— (75,425)Proceeds from sales of investments(113,358)(2,800)— (4,367)— (120,525)
Loan origination fees receivedLoan origination fees received(2,825)(51)— — — (2,876)Loan origination fees received(5,801)(51)— — — (5,852)
Principal repayments receivedPrincipal repayments received(59,097)(32,345)(367)— — (91,809)Principal repayments received(93,447)(44,129)(1,018)— — (138,594)
Payment-in-kind interest/dividendsPayment-in-kind interest/dividends2,309 6,187 — 3,711 — 12,207 Payment-in-kind interest/dividends3,834 7,803 — 5,331 — 16,968 
Accretion of loan premium/discountAccretion of loan premium/discount259 426 — — — 685 Accretion of loan premium/discount427 465 — — — 892 
Accretion of deferred loan origination revenueAccretion of deferred loan origination revenue3,672 281 — — — 3,953 Accretion of deferred loan origination revenue5,380 437 — — — 5,817 
Realized gain (loss)Realized gain (loss)(661)(43,902)— 953 — (43,610)Realized gain (loss)(1,029)(43,902)— (3,434)— (48,365)
Unrealized appreciation (depreciation)Unrealized appreciation (depreciation)7,224 43,350 (44)10,593 87 61,210 Unrealized appreciation (depreciation)1,040 42,023 (3,878)5,430 189 44,804 
Fair value, end of periodFair value, end of period$1,596,129 $209,090 $30,895 $355,175 $1,144 $2,192,433 Fair value, end of period$1,602,327 $243,597 $35,600 $355,621 $1,246 $2,238,391 
Six Months Ended
June 30, 2022:
($ in thousands)
Senior Debt
and 1st Lien
Notes
Subordinated Debt and 2nd Lien Notes
Structured ProductsEquity
Shares
Equity WarrantsTotal
Nine Months Ended
September 30, 2022:
($ in thousands)
Nine Months Ended
September 30, 2022:
($ in thousands)
Senior Debt
and 1st Lien
Notes
Subordinated Debt and 2nd Lien Notes
Structured ProductsEquity
Shares
Equity WarrantsTotal
Fair value, beginning of periodFair value, beginning of period$1,137,323 $230,569 $— $151,282 $864 $1,520,038 Fair value, beginning of period$1,137,323 $230,569 $— $151,282 $864 $1,520,038 
New investmentsNew investments510,243 80,752 6,000 45,116 — 642,111 New investments689,638 89,749 6,000 63,344 848,735 
Investments acquired in Sierra mergerInvestments acquired in Sierra merger210,176 54,177 — 7,065 72 271,490 Investments acquired in Sierra merger210,176 54,177 — 7,065 72 271,490 
Transfers into Level 3, net(6,054)— 4,905 7,263 — 6,114 
Transfers into (out of) Level 3, netTransfers into (out of) Level 3, net18,015 9,056 4,905 7,263 — 39,239 
Proceeds from sales of investmentsProceeds from sales of investments(220,592)(14,754)— (1,472)(250)(237,068)Proceeds from sales of investments(321,758)(21,555)— (1,472)(250)(345,035)
Loan origination fees receivedLoan origination fees received(10,371)(1,121)— — — (11,492)Loan origination fees received(14,660)(1,303)— — — (15,963)
Principal repayments receivedPrincipal repayments received(157,387)(22,610)— — — (179,997)Principal repayments received(207,026)(56,443)(357)— — (263,826)
Payment-in-kind interest/dividendsPayment-in-kind interest/dividends985 8,939 — — — 9,924 Payment-in-kind interest/dividends1,994 9,320 — 206 — 11,520 
Accretion of loan premium/discountAccretion of loan premium/discount74 36 — — — 110 Accretion of loan premium/discount222 89 — — — 311 
Accretion of deferred loan origination revenueAccretion of deferred loan origination revenue4,178 974 — — — 5,152 Accretion of deferred loan origination revenue6,574 1,761 — — — 8,335 
Realized gain (loss)Realized gain (loss)(5,329)(1,506)— 18 (760)(7,577)Realized gain (loss)(12,292)(2,567)— 18 (760)(15,601)
Unrealized appreciation (depreciation)Unrealized appreciation (depreciation)(25,312)(39,874)(471)55,059 109 (10,489)Unrealized appreciation (depreciation)(45,793)(42,858)(1,066)49,782 73 (39,862)
Fair value, end of periodFair value, end of period$1,437,934 $295,582 $10,434 $264,331 $35 $2,008,316 Fair value, end of period$1,462,413 $269,995 $9,482 $277,488 $$2,019,381 
All realized gains and losses and unrealized appreciation and depreciation are included in earnings (changes in net assets) and are reported on separate line items within the Company’s Unaudited Consolidated Statements of Operations. Pre-tax net unrealized appreciationdepreciation on Level 3 investments of $16.0$5.2 million during the sixnine months ended JuneSeptember 30, 2023 was related to portfolio company investments that were still held by the Company as of JuneSeptember 30, 2023. Pre-tax net unrealized depreciation on Level 3 investments of $11.0$44.3 million during the sixnine months ended JuneSeptember 30, 2022 was related to portfolio company investments that were still held by the Company as of JuneSeptember 30, 2022.
During the sixnine months ended JuneSeptember 30, 2023, the Company made investments of approximately $160.5$267.1 million in portfolio companies to which it was not previously contractually committed to provide such financing. During the sixnine months ended JuneSeptember 30, 2023, the Company made investments of $50.0$81.4 million in portfolio companies to which it was previously committed to provide such financing.
During the sixnine months ended JuneSeptember 30, 2022, the Company made investments of approximately $1,076.7$1,301.9 million in portfolio companies to which it was not previously contractually committed to provide such financing. During the sixnine months
93

Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
ended JuneSeptember 30, 2022, the Company made investments of $62.0$71.0 million in portfolio companies to which it was previously committed to provide such financing.
Unsettled Purchases and Sales of Investments
Investment transactions are recorded based on the trade date of the transaction. As a result, unsettled purchases and sales are recorded as payables and receivables from unsettled transactions, respectively. While purchases and sales of the Company’s syndicated senior secured loans generally settle on a T+7 basis, the settlement period will sometimes extend past the scheduled settlement. In such cases, the Company generally is contractually owed and recognizes interest income equal to the applicable margin (“spread”) beginning on the T+7 date. Such income is accrued as interest receivable and is collected upon settlement of the investment transaction.
Realized Gain or Loss and Unrealized Appreciation or Depreciation of Portfolio Investments
Realized gains or losses are recorded upon the sale or liquidation of investments and are calculated as the difference between the net proceeds from the sale or liquidation, if any, and the cost basis of the investment using the specific identification method. Unrealized appreciation or depreciation reflects the difference between the fair value of the investments and the cost basis of the investments.
Investment Classification
In accordance with the provisions of the 1940 Act, the Company classifies investments by level of control. As defined in the 1940 Act, “Control Investments” are investments in those companies that the Company is deemed to “Control.” “Affiliate Investments” are investments in those companies that are “Affiliated Persons” of the Company, as defined in the 1940 Act, other than Control Investments. “Non-Control / Non-Affiliate Investments” are those that are neither Control Investments nor Affiliate Investments. Generally, under the 1940 Act, the Company is deemed to control a company in which it has invested if the Company owns more than 25.0% of the voting securities (i.e., securities with the right to elect directors) and/or has the power to exercise control over the management or policies of such portfolio company. Generally, under the 1940 Act, “Affiliate Investments” that are not otherwise “Control Investments” are defined as investments in which the Company owns at least 5.0%, up to 25.0% (inclusive), of the voting securities and does not have the power to exercise control over the management or policies of such portfolio company.
Cash and Foreign Currencies
Cash consists of deposits held at a custodian bank. Cash is carried at cost, which approximates fair value. The Company places its cash with financial institutions and, at times, cash may exceed insured limits under applicable law.
Investment Income
Interest income, including amortization of premium and accretion of discount, is recorded on the accrual basis to the extent that such amounts are expected to be collected. Generally, when interest and/or principal payments on a loan become past due, or if the Company otherwise does not expect the borrower to be able to service its debt and other obligations, the Company will place the loan on non-accrual status and will generally cease recognizing interest income on that loan for financial reporting purposes until all principal and interest have been brought current through payment or due to a restructuring such that the interest income is deemed to be collectible. The Company writes off any previously accrued and uncollected interest when it is determined that interest is no longer considered collectible. As of Juneboth September 30, 2023 and December 31, 2022, the Company had six and seven portfolio companies, respectively, with investments that were on non-accrual. As of JuneSeptember 30, 2023, the sixseven portfolio companies on non-accrual included four portfolio companies purchased as part of the Sierra Merger, one purchased as part of the MVC Acquisition and onetwo portfolio company originated by Barings. As of December 31, 2022, the seven portfolio companies on non-accrual included four portfolio companies purchases as part of the Sierra Merger, two purchased as part of the MVC Acquisition and one portfolio company was originated by Barings.
Interest income from investments in the equity class of a collateralized loan obligation (“CLO”) security (typically subordinated notes) is recorded based upon an estimation of an effective yield to expected maturity utilizing assumed cash flows in accordance with ASC 325-40, Beneficial Interests in Securitized Financial Assets. The Company monitors the expected cash flows from these investments, including the expected residual payments, and the effective yield is determined and updated periodically. Any difference between the cash distribution received and the amount calculated pursuant to the effective interest method is recorded as an adjustment to the cost basis of such investments.
94

Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
Dividend income on preferred equity securities is recorded on the accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity is recorded on the ex-dividend date.
Payment-in-Kind Interest
The Company currently holds, and expects to hold in the future, some loans in its portfolio that contain PIK interest provisions. PIK interest, computed at the contractual rate specified in each loan agreement, is periodically added to the principal balance of the loan, rather than being paid to the Company in cash, and is recorded as interest income. Thus, the actual collection of PIK interest may be deferred until the time of debt principal repayment.
PIK interest, which is a non-cash source of income at the time of recognition, is included in the Company’s taxable income and therefore affects the amount the Company is required to distribute to its stockholders to maintain its tax treatment as a RIC for federal income tax purposes, even though the Company has not yet collected the cash. Generally, when current cash interest and/or principal payments on a loan become past due, or if the Company otherwise does not expect the borrower to be able to service its debt and other obligations, the Company will place the loan on non-accrual status and will generally cease recognizing PIK interest income on that loan for financial reporting purposes until all principal and interest have been brought current through payment or due to a restructuring such that the interest income is deemed to be collectible. The Company writes off any accrued and uncollected PIK interest when it is determined that the PIK interest is no longer collectible.
Fee Income
Origination, facility, commitment, consent and other advance fees received in connection with loan agreements (“Loan Origination Fees”) are recorded as deferred income and recognized as investment income over the term of the loan. Upon prepayment of a loan, any unamortized Loan Origination Fees are recorded as investment income. In the general course of its business, the Company receives certain fees from portfolio companies, which are non-recurring in nature. Such fees include loan prepayment penalties, structuring fees and covenant waiver fees and amendment fees, and are recorded as investment income when earned.
Fee income for the three and sixnine months ended JuneSeptember 30, 2023 and 2022 was as follows:
Three Months EndedThree Months EndedSix Months EndedSix Months EndedThree Months EndedThree Months EndedNine Months EndedNine Months Ended
($ in thousands)($ in thousands)June 30, 2023June 30, 2022June 30, 2023June 30, 2022($ in thousands)September 30, 2023September 30, 2022September 30, 2023September 30, 2022
Recurring Fee Income:Recurring Fee Income:Recurring Fee Income:
Amortization of loan origination feesAmortization of loan origination fees$1,749 $1,489 $3,420 $2,816 Amortization of loan origination fees$1,740 $1,582 $5,160 $4,398 
Management, valuation and other feesManagement, valuation and other fees601 633 1,194 47 Management, valuation and other fees518 620 1,712 667 
Total Recurring Fee IncomeTotal Recurring Fee Income2,350 2,122 4,614 2,863 Total Recurring Fee Income2,258 2,202 6,872 5,065 
Non-Recurring Fee Income:Non-Recurring Fee Income:Non-Recurring Fee Income:
Prepayment feesPrepayment fees329 133 329 133 Prepayment fees— — 329 134 
Acceleration of unamortized loan origination feesAcceleration of unamortized loan origination fees328 2,301 674 2,497 Acceleration of unamortized loan origination fees208 1,685 882 4,182 
Advisory, loan amendment and other feesAdvisory, loan amendment and other fees1,294 516 1,984 775 Advisory, loan amendment and other fees184 434 2,167 1,208 
Total Non-Recurring Fee IncomeTotal Non-Recurring Fee Income1,951 2,950 2,987 3,405 Total Non-Recurring Fee Income392 2,119 3,378 5,524 
Total Fee IncomeTotal Fee Income$4,301 $5,072 $7,601 $6,268 Total Fee Income$2,650 $4,321 $10,250 $10,589 
General and Administrative Expenses
General and administrative expenses include administrative costs, facilities costs, insurance, legal and accounting expenses, expenses reimbursable to the Adviser under the terms of the Administration Agreement and other costs related to operating as a publicly-traded company.
Deferred Financing Fees
Costs incurred to issue debt are capitalized and are amortized over the term of the debt agreements using the effective interest method.
95

Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
Segments
The Company lends to and invests in customers in various industries. The Company separately evaluates the performance of each of its lending and investment relationships. However, because each of these loan and investment relationships has similar business and economic characteristics, they have been aggregated into a single lending and investment segment. All applicable segment disclosures are included in or can be derived from the Company’s financial statements.
Concentration of Credit Risk
As of JuneSeptember 30, 2023 and December 31, 2022, there were no individual investments representing greater than 10% of the fair value of the Company’s portfolio. As of JuneSeptember 30, 2023 and December 31, 2022, the Company’s largest single portfolio company investment represented approximately 6.1%6.2% and 5.9%, respectively, of the fair value of the Company’s portfolio. Income, consisting of interest, dividends, fees, other investment income and realization of gains or losses on equity interests, can fluctuate dramatically upon repayment of an investment or sale of an equity interest and in any given year can be highly concentrated among several portfolio companies.
As of JuneSeptember 30, 2023, all of the Company’s assets were or will be pledged as collateral for the February 2019 Credit Facility.
Investments Denominated in Foreign Currencies
As of JuneSeptember 30, 2023, the Company held two investments that were denominated in Canadian dollars, one investment that was denominated in Danish kroner, 1110 investments that were denominated in Australian dollars, two investments that were denominated in New Zealand dollars, one investment that was denominated in Norwegian krone, two investmentinvestments that waswere denominated in Swiss francs, one investment that was denominated in Swedish krona, 6365 investments that were denominated in Euros and 2829 investments that were denominated in British pounds sterling. As of December 31, 2022, the Company held two investments that were denominated in Canadian dollars, one investment that was denominated in Danish kroner, 11 investments that were denominated in Australian dollars, two investments that were denominated in New Zealand dollars, one investment that was denominated in Norwegian krone, one investment that was denominated in Swiss francs, one investment that was denominated in Swedish krona, 58 investments that were denominated in Euros and 28 investments that were denominated in British pounds sterling.
At each balance sheet date, portfolio company investments denominated in foreign currencies are translated into United States dollars using the spot exchange rate on the last business day of the period. Purchases and sales of foreign portfolio company investments, and any income from such investments, are translated into United States dollars using the rates of exchange prevailing on the respective dates of such transactions.
Although the fair values of foreign portfolio company investments and the fluctuation in such fair values are translated into United States dollars using the applicable foreign exchange rates described above, the Company does not separately report that portion of the change in fair values resulting from foreign currency exchange rate fluctuations from the change in fair values of the underlying investment. All fluctuations in fair value are included in net unrealized appreciation (depreciation) of investments in the Company’s Unaudited Consolidated Statements of Operations.
In addition, during both the sixnine months ended JuneSeptember 30, 2023 and JuneSeptember 30, 2022, the Company entered into forward currency contracts primarily to help mitigate the impact that an adverse change in foreign exchange rates would have on net interest income from the Company’s investments and related borrowings denominated in foreign currencies. Net unrealized appreciation or depreciation on foreign currency contracts are included in “Net unrealized appreciation (depreciation) - foreignforward currency transactions”contracts” and net realized gains or losses on forward currency contracts are included in “Net realized gains (losses) - foreignforward currency transactions”contracts” in the Company’s Unaudited Consolidated Statements of Operations.
Investments denominated in foreign currencies and foreign currency transactions may involve certain considerations and risks not typically associated with those of domestic origin, including unanticipated movements in the value of the foreign currency relative to the U.S. Dollar.
4. INCOME TAXES
The Company has elected for federal income tax purposes to be treated, and intends to qualify annually, as a RIC under the Code and intends to make the required distributions to its stockholders as specified therein. In order to maintain its tax treatment as a RIC, the Company must meet certain minimum distribution, source-of-income and asset diversification requirements. If such requirements are met, then the Company is generally required to pay taxes only on the portion of its taxable income and gains it does not distribute (actually or constructively) and certain built-in gains. The Company has
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historically met its minimum distribution requirements and continually monitors its distribution requirements with the goal of ensuring compliance with the Code.
Depending on the level of investment company taxable income (“ICTI”) and net capital gains, if any, or taxable income, the Company may choose to carry forward undistributed taxable income and pay a 4% nondeductible U.S. federal excise tax on certain undistributed income unless the Company distributes, in a timely manner, an amount at least equal to the sum of (i) 98% of net ordinary income for each calendar year, (ii) 98.2% of the amount by which capital gains exceed capital losses (adjusted for certain ordinary losses) for the one-year period ending October 31 in that calendar year (or later if the Company is permitted to elect and so elects) and (iii) certain undistributed amounts from previous years on which the Company paid no U.S. federal income tax. Any such carryover of taxable income must be distributed before the end of that next tax year through a dividend declared prior to filing of the tax return related to the year which generated such taxable income not to be subject to U.S. federal income tax. For the three and sixnine months ended JuneSeptember 30, 2023, the Company recorded a net expenseexpenses of $0.2$0.4 million and $0.4$0.8 million, respectively for U.S. federal excise tax.
Tax positions taken or expected to be taken in the course of preparing the Company’s tax returns are evaluated to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than not threshold would be recorded as a tax benefit or expense in the current year. Management has analyzed the Company’s tax positions taken, or to be taken, on federal income tax returns for all open tax years (fiscal years 2019-2021), and has concluded that the provision for uncertain tax positions in the Company’s financial statements is appropriate.
Taxable income generally differs from increase in net assets resulting from operations due to temporary and permanent differences in the recognition of income and expenses, and generally excludes net unrealized gains or losses, as unrealized gains or losses are generally not included in taxable income until they are realized. The Company makes certain adjustments to the classification of net assets as a result of permanent book-to-tax differences, which include differences in the book and tax basis of certain assets and liabilities, and nondeductible federal taxes or losses among other items. To the extent these differences are permanent, they are charged or credited to additional paid in capital, or total distributable earnings (loss), as appropriate.
For federal income tax purposes, the cost of investments owned as of JuneSeptember 30, 2023 and December 31, 2022 was approximately $2,551.1$2,573.7 million and $2,565.9 million, respectively. As of JuneSeptember 30, 2023, net unrealized depreciation on the Company’s investments (tax basis) was approximately $21.6$20.8 million, consisting of gross unrealized appreciation, where the fair value of the Company’s investments exceeds their tax cost, of approximately $131.6$136.5 million and gross unrealized depreciation, where the tax cost of the Company’s investments exceeds their fair value, of approximately $153.2$157.4 million. As of December 31, 2022, net unrealized depreciation on the Company’s investments (tax basis) was approximately $105.8 million, consisting of gross unrealized appreciation, where the fair value of the Company’s investments exceeds their tax cost, of approximately $112.4 million and gross unrealized depreciation, where the tax cost of the Company’s investments exceeds their fair value, of approximately $218.3 million.
In addition, the Company has wholly-owned taxable subsidiaries (the “Taxable Subsidiaries”), which hold certain portfolio investments that are listed on the Unaudited and Audited Consolidated Schedules of Investments. The Taxable Subsidiaries are consolidated for financial reporting purposes, such that the Company’s consolidated financial statements reflect the Company’s investments in the portfolio companies owned by the Taxable Subsidiaries. The purpose of the Taxable Subsidiaries is to permit the Company to hold certain portfolio companies that are organized as limited liability companies (“LLC”) (or other forms of pass-through entities) and still satisfy the RIC tax requirement that at least 90% of the RIC’s gross revenue for income tax purposes must consist of qualifying investment income. Absent the Taxable Subsidiaries, a proportionate amount of any gross income of an LLC (or other pass-through entity) portfolio investment would flow through directly to the RIC. To the extent that such income did not consist of qualifying investment income, it could jeopardize the Company’s ability to qualify as a RIC and therefore cause the Company to incur significant amounts of federal income taxes. When LLCs (or other pass-through entities) are owned by the Taxable Subsidiaries, their income is taxed to the Taxable Subsidiaries and does not flow through to the RIC, thereby helping the Company preserve its RIC tax treatment and resultant tax advantages. The Taxable Subsidiaries are not consolidated for income tax purposes and may generate income tax expense as a result of theirits ownership of the portfolio companies. This income tax expense or benefit, if any, is reflected in the Company’s Unaudited Consolidated Statements of Operations. Additionally, any unrealized appreciation related to portfolio investments held by the Taxable Subsidiaries (net of unrealized depreciation related to portfolio investments held by the Taxable Subsidiaries) is reflected net of applicable federal and state income taxes, if any, in the Company’s Unaudited Consolidated Statements of Operations, with the related deferred tax assets or liabilities, if any, included in “Prepaid expenses and other assets” in the Company’s Unaudited and Audited Consolidated Balance Sheets.
As of JuneSeptember 30, 2023, the Company had a deferred tax asset of $9.0$8.4 million pertaining to operating losses and tax basis differences related to certain partnership interests. As of December 31, 2022, the Company had a deferred tax asset of
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$9.5 million pertaining to operating losses and tax basis differences related to certain partnership interests. A valuation allowance is provided against deferred tax assets when it is more likely than not that some portion or all of the deferred tax asset will not be realized. As of JuneSeptember 30, 2023 and December 31, 2022, given the losses generated by the entity, the deferred tax assets have been offset by a valuation allowance of $7.8$7.9 million and $8.3 million, respectively. The Company concluded that the remaining deferred tax assets will more likely than not be realized, though this is not assured, and as such no valuation allowance has been provided on these assets.
5. BORROWINGS
The Company had the following borrowings outstanding as of JuneSeptember 30, 2023 and December 31, 2022: 
Issuance Date
($ in thousands)
Issuance Date
($ in thousands)
Maturity DateInterest Rate as of June 30, 2023June 30, 2023December 31, 2022Issuance Date
($ in thousands)
Maturity DateInterest Rate as of September 30, 2023September 30, 2023December 31, 2022
Credit Facilities:Credit Facilities:Credit Facilities:
February 21, 2019February 21, 2019February 21, 20266.771%$772,087 $729,144 February 21, 2019February 21, 20267.094%$796,126 $729,144 
Total Credit FacilitiesTotal Credit Facilities$772,087 $729,144 Total Credit Facilities$796,126 $729,144 
Notes:Notes:Notes:
September 24, 2020 - August 2025 NotesSeptember 24, 2020 - August 2025 NotesAugust 4, 20254.660%$25,000 $25,000 September 24, 2020 - August 2025 NotesAugust 4, 20254.660%$25,000 $25,000 
September 29, 2020 - August 2025 NotesSeptember 29, 2020 - August 2025 NotesAugust 4, 20254.660%25,000 25,000 September 29, 2020 - August 2025 NotesAugust 4, 20254.660%25,000 25,000 
November 5, 2020 - Series B NotesNovember 5, 2020 - Series B NotesNovember 4, 20254.250%62,500 62,500 November 5, 2020 - Series B NotesNovember 4, 20254.250%62,500 62,500 
November 5, 2020 - Series C NotesNovember 5, 2020 - Series C NotesNovember 4, 20274.750%112,500 112,500 November 5, 2020 - Series C NotesNovember 4, 20274.750%112,500 112,500 
February 25, 2021 Series D NotesFebruary 25, 2021 Series D NotesFebruary 26, 20263.410%80,000 80,000 February 25, 2021 Series D NotesFebruary 26, 20263.410%80,000 80,000 
February 25, 2021 Series E NotesFebruary 25, 2021 Series E NotesFebruary 26, 20284.060%70,000 70,000 February 25, 2021 Series E NotesFebruary 26, 20284.060%70,000 70,000 
November 23, 2021 - November 2026 NotesNovember 23, 2021 - November 2026 NotesNovember 23, 20263.300%350,000 350,000 November 23, 2021 - November 2026 NotesNovember 23, 20263.300%350,000 350,000 
(Less: Deferred financing fees)(Less: Deferred financing fees)(5,210)(6,022)(Less: Deferred financing fees)(4,813)(6,022)
Total NotesTotal Notes$719,790 $718,978 Total Notes$720,187 $718,978 
February 2019 Credit Facility
The Company has entered into the February 2019 Credit Facility with ING, as administrative agent, and the lenders party thereto. The initial commitments under the February 2019 Credit Facility totaltotaled $800.0 million. Effective on November 4, 2021, the Company increased aggregate commitments under the February 2019 Credit Facility to $875.0 million from $800.0 million pursuant to the accordion feature under the February 2019 Credit Facility, which allows for an increase in the total commitments to an aggregate of $1.2 billion subject to certain conditions and the satisfaction of specified financial covenants (the “February 2022“November 2021 Amendment”). Effective February 25, 2022, the Company increased aggregate commitments under the February 2019 Credit Facility to $965.0 million from $875.0 million pursuant to the accordion feature under the February 2019 Credit Facility, and the allowance for an increase in the total commitments increased to $1.5 billion from $1.2 billion subject to certain conditions and the satisfaction of specified financial covenants.covenants (the “February 2022 Amendement”). Effective on April 1, 2022, the Company increased aggregate commitments under the February 2019 Credit Facility to $1.1 billion from $965.0 million pursuant to the accordion feature under the February 2019 Credit Facility, which allows for an increase in the total commitments to an aggregate of $1.5 billion subject to certain conditions and the satisfaction of specified financial covenants.covenants (the “April 2022 Amendment”). The Company can borrow foreign currencies directly under the February 2019 Credit Facility (the “April 2022 Amendment”).Facility. The February 2019 Credit Facility, which is structured as a revolving credit facility, is secured primarily by a material portion of the Company’s assets and guaranteed by certain subsidiaries of the Company. Following the termination on June 30, 2020 of Barings BDC Senior Funding I, LLC’s (“BSF”) credit facility entered into in August 2018 with Bank of America, N.A. (the “August 2018 Credit Facility”), BSF became a subsidiary guarantor and its assets secure the February 2019 Credit Facility. Effective May 9, 2023, the revolving period of the February 2019 Credit Facility was extended to February 21, 2025, followed by a one-year repayment period, and the maturity date was extended to February 21, 2026 (the “May 2023 Amendment”).
Borrowings denominated in U.S. Dollars under the February 2019 Credit Facility bear interest, subject to the Company’s election, on a per annum basis equal to (i) the alternate base rate plus 1.25% (or 1.00% for so long as the Company maintains an investment grade credit rating) or (ii) the term Secured Overnight Financing Rate (“SOFR”)SOFR plus 2.25% (or 2.00% for so long as the Company maintains an investment grade credit rating) plus a credit spread adjustment of 0.10% for borrowings with an interest period of one month, 0.15% for borrowings with an interest period of three months or 0.25% for borrowings with an interest period of six months. For borrowingsBorrowings denominated in certain foreign currencies, other than Australian dollars, bear interest on a per annum basis equal to
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the applicable currency rate for the foreign currency as defined in the credit agreement plus 2.00% (or 2.25% if the Company no
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longer maintains an investment grade credit rating) or for borrowings denominated in Australian dollars, the applicable Australian dollars Screen Rate, plus 2.20% (or 2.45% if the Company no longer maintains an investment grade credit rating). The alternate base rate is equal to the greatest of (i) the prime rate, (ii) the federal funds rate plus 0.5%, (iii) the Overnight Bank Funding Rate plus 0.5%, (iv) one-month term SOFR plus 1.0% plus a credit spread adjustment of 0.10% and (v) 1.0%.
In addition, the Company pays a commitment fee of (i) 0.5% per annum on undrawn amounts if the unused portion of the February 2019 Credit Facility is greater than two-thirds of total commitments or (ii) 0.375% per annum on undrawn amounts if the unused portion of the February 2019 Credit Facility is equal to or less than two-thirds of total commitments. In connection with entering into the February 2019 Credit Facility, the Company incurred financing fees of approximately $6.4 million, which will be amortized over the remaining life of the February 2019 Credit Facility. In connection with the November 2021 Amendment, February 2022 Amendment, the April 2022 Amendment and the May 2023 Amendment, the Company incurred financing fees of approximately $4.1 million, which will be amortized over the remaining life of the February 2019 Credit Facility.
The February 2019 Credit Facility contains certain affirmative and negative covenants, including but not limited to (i) maintaining minimum stockholders’ equity, (ii) maintaining minimum obligors’ net worth, (iii) maintaining a minimum asset coverage ratio, (iv) meeting a minimum liquidity test and (v) maintaining the Company’s status as a regulated investment company and as a business development company. The February 2019 Credit Facility also contains customary events of default with customary cure and notice provisions, including, without limitation, nonpayment, misrepresentation of representations and warranties in a material respect, breach of covenant, cross-default to other indebtedness, bankruptcy, change of control, and material adverse effect. The February 2019 Credit Facility also permits the administrative agent to select an independent third-party valuation firm to determine valuations of certain portfolio investments for purposes of borrowing base provisions. As of JuneSeptember 30, 2023, the Company was in compliance with all covenants under the February 2019 Credit Facility.
As of JuneSeptember 30, 2023, the Company had U.S. dollar borrowings of $532.5$564.5 million outstanding under the February 2019 Credit Facility with an interest rate of 7.238%7.428% (one month SOFR of 5.138%5.328%), borrowings denominated in Swedish krona of 12.8kr million ($1.2 million U.S. dollars) with an interest rate of 5.563%5.875% (one month STIBOR of 3.563%3.875%), borrowings denominated in British pounds sterling of £68.6 million ($87.283.7 million U.S. dollars) with an interest rate of 6.461%7.218% (one month SONIA of 4.461%5.218%) and borrowings denominated in Euros of €138.6 million ($151.2146.7 million U.S. dollars) with an interest rate of 5.313%5.750% (one month EURIBOR of 3.313%3.750%). The borrowings denominated in foreign currencies were translated into U.S. dollars based on the spot rate at the relevant balance sheet date. The impact resulting from changes in foreign exchange rates on the February 2019 Credit Facility borrowings is included in “Net unrealized appreciation (depreciation) - foreign currency transactions” in the Company’s Unaudited Consolidated Statements of Operations.
As of December 31, 2022, the Company had U.S. dollar borrowings of $497.5 million outstanding under the February 2019 Credit Facility with an interest rate of 6.324% (one month LIBOR of 4.224%), borrowings denominated in Swedish krona of 12.8kr million ($1.2 million U.S. dollars) with an interest rate of 4.375% (one month STIBOR of 2.375%), borrowings denominated in British pounds sterling of £68.6 million ($82.5 million U.S. dollars) with an interest rate of 4.960% (one month SONIA of 2.960%) and borrowings denominated in Euros of €138.6 million ($147.9 million U.S. dollars) with an interest rate of 3.625% (one month EURIBOR of 1.625%). The borrowings denominated in foreign currencies were translated into U.S. dollars based on the spot rate at the relevant balance sheet date. The impact resulting from changes in foreign exchange rates on the February 2019 Credit Facility borrowings is included in “Net unrealized appreciation (depreciation) - foreign currency transactions” in the Company’s Unaudited Consolidated Statements of Operations.
As of JuneSeptember 30, 2023 and December 31, 2022, the total fair value of the borrowings outstanding under the February 2019 Credit Facility was $772.1$796.1 million and $729.1 million, respectively. The fair values of the borrowings outstanding under the February 2019 Credit Facility are based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.
August 2025 Notes
On August 3, 2020, the Company entered into a Note Purchase Agreement (the “August 2020 NPA”) with Massachusetts Mutual Life Insurance Company governing the issuance of (1) $50.0 million in aggregate principal amount of Series A senior unsecured notes due August 2025 (the “Series A Notes due 2025”) with a fixed interest rate of 4.66% per year, and (2) up to $50.0 million in aggregate principal amount of additional senior unsecured notes due August 2025 with a fixed interest rate per year to be determined (the “Additional Notes” and, collectively with the Series A Notes due 2025, the “August 2025 Notes”), in each case, to qualified institutional investors in a private placement. An aggregate principal amount of $25.0 million of the Series A Notes due 2025 waswere issued on September 24, 2020 and an aggregate principal amount of $25.0 million of the Series A Notes due 2025 waswere issued on September 29, 2020, both of which will mature on August 4, 2025 unless redeemed,
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purchased or prepaid prior to such date by the Company in accordance with their terms. Interest on the August 2025 Notes is due semiannually in March and September, beginning in March 2021. In addition, the Company is obligated to offer to repay the
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August 2025 Notes at par (plus accrued and unpaid interest to, but not including, the date of prepayment) if certain change in control events occur. Subject to the terms of the August 2020 NPA, the Company may redeem the August 2025 Notes in whole or in part at any time or from time to time at the Company’s option at par plus accrued interest to the prepayment date and, if redeemed on or before November 3, 2024, a make-whole premium. The August 2025 Notes are guaranteed by certain of the Company’s subsidiaries, and are the Company’s general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company.
The Company’s permitted issuance period for the Additional Notes under the August 2020 NPA expired on February 3, 2022, prior to which date the Company issued no Additional Notes.
The August 2020 NPA contains certain representations and warranties, and various covenants and reporting requirements customary for senior unsecured notes issued in a private placement, including, without limitation, affirmative and negative covenants such as information reporting, maintenance of the Company’s status as a BDC within the meaning of the 1940 Act, certain restrictions with respect to transactions with affiliates, fundamental changes, changes of line of business, permitted liens, investments and restricted payments, minimum shareholders’ equity, maximum net debt to equity ratio and minimum asset coverage ratio. The August 2020 NPA also contains customary events of default with customary cure and notice periods, including, without limitation, nonpayment, incorrect representation in any material respect, breach of covenant, cross-default under our other indebtedness or that of our subsidiary guarantors, certain judgements and orders, and certain events of bankruptcy. Upon the occurrence of an event of default, the holders of at least 66-2/3% in principal amount of the August 2025 Notes at the time outstanding may declare all August 2025 Notes then outstanding to be immediately due and payable. As of JuneSeptember 30, 2023, the Company was in compliance with all covenants under the August 2020 NPA.
The August 2025 Notes were offered in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The August 2025 Notes have not and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, as applicable.
As of JuneSeptember 30, 2023 and December 31, 2022, the fair value of the outstanding August 2025 Notes was $46.3$47.0 million and $46.1 million, respectively. The fair value determination of the August 2025 Notes was based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.
November Notes
On November 4, 2020, the Company entered into a Note Purchase Agreement (the “November 2020 NPA”) governing the issuance of (1) $62.5 million in aggregate principal amount of Series B senior unsecured notes due November 2025 (the “Series B Notes”) with a fixed interest rate of 4.25% per year and (2) $112.5 million in aggregate principal amount of Series C senior unsecured notes due November 2027 (the “Series C Notes” and, collectively with the Series B Notes, the “November Notes”) with a fixed interest rate of 4.75% per year, in each case, to qualified institutional investors in a private placement. Each stated interest rate is subject to a step up of (x) 0.75% per year, to the extent the applicable November Notes do not satisfy certain investment grade conditions and/or (y) 1.50% per year, to the extent the ratio of the Company’s secured debt to total assets exceeds specified thresholds, measured as of each fiscal quarter end. The November Notes were delivered and paid for on November 5, 2020. The Series B Notes will mature on November 4, 2025, and the Series C Notes will mature on November 4, 2027 unless redeemed, purchased or prepaid prior to such date by the Company in accordance with their terms. Interest on the November Notes is due semiannually in May and November, beginning in May 2021. In addition, the Company is obligated to offer to repay the November Notes at par (plus accrued and unpaid interest to, but not including, the date of prepayment) if certain change in control events occur. Subject to the terms of the November 2020 NPA, the Company may redeem the Series B Notes and the Series C Notes in whole or in part at any time or from time to time at the Company’s option at par plus accrued interest to the prepayment date and, if redeemed on or before May 4, 2025, with respect to the Series B Notes, or on or before May 4, 2027, with respect to the Series C Notes, a make-whole premium. The November Notes are guaranteed by certain of the Company’s subsidiaries, and are the Company’s general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company.
The November 2020 NPA contains certain representations and warranties, and various covenants and reporting requirements customary for senior unsecured notes issued in a private placement, including, without limitation, affirmative and negative covenants such as information reporting, maintenance of the Company’s status as a BDC within the meaning of the 1940 Act, certain restrictions with respect to transactions with affiliates, fundamental changes, changes of line of business, permitted liens, investments and restricted payments, minimum shareholders’ equity, maximum net debt to equity ratio and minimum asset coverage ratio. The November 2020 NPA also contains customary events of default with customary cure and
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notice periods, including, without limitation, nonpayment, incorrect representation in any material respect, breach of covenant, cross-default under our other indebtedness or that of our subsidiary guarantors, certain judgements and orders, and certain
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events of bankruptcy. Upon the occurrence of an event of default, the holders of at least 66-2/3% in principal amount of the November Notes at the time outstanding may declare all November Notes then outstanding to be immediately due and payable. As of JuneSeptember 30, 2023, the Company was in compliance with all covenants under the November 2020 NPA.
The November Notes were offered in reliance on Section 4(a)(2) of the Securities Act. The November Notes have not and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, as applicable.
As of JuneSeptember 30, 2023 and December 31, 2022, the fair value of the outstanding Series B Notes was $57.3 million and $56.8 million, respectively. As of JuneSeptember 30, 2023 and December 31, 2022, the fair value of the outstanding Series C Notes was $98.7$98.0 million and $97.7 million, respectively. The fair value determinations of the Series B Notes and Series C Notes were based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.
February Notes
On February 25, 2021, the Company entered into a Note Purchase Agreement (the “February 2021 NPA”) governing the issuance of (1) $80.0 million in aggregate principal amount of Series D senior unsecured notes due February 26, 2026 (the “Series D Notes”) with a fixed interest rate of 3.41% per year and (2) $70.0 million in aggregate principal amount of Series E senior unsecured notes due February 26, 2028 (the “Series E Notes” and, collectively with the Series D Notes, the “February Notes”) with a fixed interest rate of 4.06% per year, in each case, to qualified institutional investors in a private placement. Each stated interest rate is subject to a step up of (x) 0.75% per year, to the extent the applicable February Notes do not satisfy certain investment grade rating conditions and/or (y) 1.50% per year, to the extent the ratio of the Company’s secured debt to total assets exceeds specified thresholds, measured as of each fiscal quarter end. The February Notes were delivered and paid for on February 26, 2021.
The Series D Notes will mature on February 26, 2026, and the Series E Notes will mature on February 26, 2028 unless redeemed, purchased or prepaid prior to such date by the Company in accordance with the terms of the February 2021 NPA. Interest on the February Notes is due semiannually in February and August of each year, beginning in August 2021. In addition, the Company is obligated to offer to repay the February Notes at par (plus accrued and unpaid interest to, but not including, the date of prepayment) if certain change in control events occur. Subject to the terms of the February 2021 NPA, the Company may redeem the Series D Notes and the Series E Notes in whole or in part at any time or from time to time at the Company’s option at par plus accrued interest to the prepayment date and, if redeemed on or before August 26, 2025, with respect to the Series D Notes, or on or before August 26, 2027, with respect to the Series E Notes, a make-whole premium. The February Notes are guaranteed by certain of the Company’s subsidiaries, and are the Company’s general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company.
The February 2021 NPA contains certain representations and warranties, and various covenants and reporting requirements customary for senior unsecured notes issued in a private placement , including, without limitation, information reporting, maintenance of the Company’s status as a BDC within the meaning of the 1940 Act, and certain restrictions with respect to transactions with affiliates, fundamental changes, changes of line of business, permitted liens, investments and restricted payments. In addition, the February 2021 NPA contains the following financial covenants: (a) maintaining a minimum obligors’ net worth, measured as of each fiscal quarter end; (b) not permitting the Company’s asset coverage ratio, as of the date of the incurrence of any debt for borrowed money or the making of any cash dividend to shareholders, to be less than the statutory minimum then applicable to the Company under the 1940 Act; and (c) not permitting the Company’s net debt to equity ratio to exceed 2.0x, measured as of each fiscal quarter end.
The February 2021 NPA also contains customary events of default with customary cure and notice periods, including, without limitation, nonpayment, incorrect representation in any material respect, breach of covenant, cross-default under other indebtedness or that of the Company’s subsidiary guarantors, certain judgements and orders, and certain events of bankruptcy. Upon the occurrence of certain events of default, the holders of at least 66-2/3% in principal amount of the February Notes at the time outstanding may declare all February Notes then outstanding to be immediately due and payable. As of JuneSeptember 30, 2023, the Company was in compliance with all covenants under the February 2021 NPA.
The February Notes were offered in reliance on Section 4(a)(2) of the Securities Act. The February Notes have not and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, as applicable.
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As of JuneSeptember 30, 2023 and December 31, 2022, the fair value of the outstanding Series D Notes was $70.4$71.7 million and $69.6 million, respectively. As of JuneSeptember 30, 2023 and December 31, 2022, the fair value of the outstanding Series E Notes was $58.7$59.1 million and $57.8 million, respectively. The fair value determinations of the Series D Notes and Series E Notes were based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.
November 2026 Notes
On November 23, 2021, the Company and U.S. Bank Trust Company, National Association (the “Trustee”) entered into an Indenture (the “Base Indenture”) and a First Supplemental Indenture (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). The First Supplemental Indenture relates to the Company’s issuance of $350.0 million aggregate principal amount of its 3.300% notes due 2026 (the “November 2026 Notes”).

The November 2026 Notes will mature on November 23, 2026 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the Indenture. The November 2026 Notes bear interest at a rate of 3.300% per year payable semi-annually on May 23 and November 23 of each year, commencing on May 23, 2022. The November 2026 Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the November 2026 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.
The Indenture contains certain covenants, including covenants requiring the Company to comply with the asset coverage requirements of Section 18(a)(1)(A) as modified by Sections 61(a)(1) and (2) of the 1940 Act, whether or not it is subject to those requirements, and to provide financial information to the holders of the November 2026 Notes and the Trustee if the Company is no longer subject to the reporting requirements under the Exchange Act. These covenants are subject to important limitations and exceptions that are described in the Indenture.
In addition, on the occurrence of a “change of control repurchase event,” as defined in the Indenture, the Company will generally be required to make an offer to purchase the outstanding November 2026 Notes at a price equal to 100% of the principal amount of such November 2026 Notes plus accrued and unpaid interest to the repurchase date.
The November 2026 Notes were offered to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to certain non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act. Concurrent with the closing of November 2026 Notes offering, the Company entered into a registration rights agreement for the benefit of the purchasers of the November 2026 Notes. Pursuant to the terms of this registration rights agreement, the Company filed a registration statement on Form N-14 with the SEC, which was subsequently declared effective, to permit electing holders of the November 2026 Notes to exchange all of their outstanding restricted November 2026 Notes for an equal aggregate principal amount of new November 2026 Notes (the “Exchange Notes”). The Exchange Notes have terms substantially identical to the terms of the November 2026 Notes, except that the Exchange Notes are registered under the Securities Act, and certain transfer restrictions, registration rights, and additional interest provisions relating to the November 2026 Notes do not apply to the Exchange Notes.
As of JuneSeptember 30, 2023 and December 31, 2022, the fair value of the outstanding November 2026 Notes was $300.3$298.4 million and $294.6 million, respectively. The fair value determinations of the November 2026 Notes were based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.
6. DERIVATIVE INSTRUMENTS
MVC Credit Support Agreement
In connection with the MVC Acquisition on December 23, 2020, promptly following the closing of the Company’s merger with MVC, the Company and the Adviser entered into the MVC Credit Support Agreement, pursuant to which the Adviser has agreed to provide credit support to the Company in the amount of up to $23.0 million relating to the net cumulative realized and unrealized losses on the acquired MVC investment portfolio over a 10-year period. See “Note 2 – Agreements and Related Party Transactions” for additional information regarding the MVC Credit Support Agreement. Net unrealized
102

Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
appreciation or depreciation on the MVC Credit Support Agreement is included in “Net unrealized appreciation (depreciation) - credit support agreements” in the Company’s Unaudited Consolidated Statements of Operations.
The following tables present the fair value and aggregate unrealized appreciation (depreciation) of the MVC Credit Support Agreement as of JuneSeptember 30, 2023 and December 31, 2022:
As of June 30, 2023
Description
($ in thousands)
CounterpartySettlement DateNotional AmountValueUnrealized Appreciation (Depreciation)
As of September 30, 2023
Description
($ in thousands)
As of September 30, 2023
Description
($ in thousands)
CounterpartySettlement DateNotional AmountValueUnrealized Appreciation (Depreciation)
MVC Credit Support AgreementMVC Credit Support AgreementBarings LLC01/01/31$23,000 $15,650 $2,050 MVC Credit Support AgreementBarings LLC01/01/31$23,000 $16,800 $3,200 
Total MVC Credit Support AgreementTotal MVC Credit Support Agreement$2,050 Total MVC Credit Support Agreement$3,200 
As of December 31, 2022
Description
($ in thousands)
CounterpartySettlement DateNotional AmountValueUnrealized Appreciation (Depreciation)
MVC Credit Support AgreementBarings LLC01/01/31$23,000 $12,386 $(1,214)
Total MVC Credit Support Agreement$(1,214)
As of JuneSeptember 30, 2023 and December 31, 2022, the fair value of the MVC Credit Support Agreement was $15.7$16.8 million and $12.4 million, respectively, and is included in “Credit support agreements” in the accompanying Unaudited and Audited Consolidated Balance Sheets. The fair value of the MVC Credit Support Agreement was determined based on an income approach, with the primary inputs being the discount rate and the expected time until an exit event for each portfolio company in the MVC Reference Portfolio, which are all Level 3 inputs.
The following tables summarize the significant unobservable inputs the Adviser used in the valuation of the Company’s Level 3 MVC Credit Support Agreement as of JuneSeptember 30, 2023 and December 31, 2022. The average range of unobservable inputs is based on fair value of the MVC Credit Support Agreement.
June 30, 2023:
($ in thousands)
Fair ValueValuation
Model
Level 3
Input
Range of
Inputs
 
Average
Impact to Valuation from an Increase in Input
September 30, 2023:
($ in thousands)
September 30, 2023:
($ in thousands)
Fair ValueValuation
Model
Level 3
Input
Range of
Inputs
 
Average
Impact to Valuation from an Increase in Input
MVC Credit Support AgreementMVC Credit Support Agreement$15,650 Income ApproachDiscount Rate6.8% - 7.8%7.3%DecreaseMVC Credit Support Agreement$16,800 Income ApproachDiscount Rate7.0% - 8.0%7.5%Decrease
Time Until Exit (years)2.5 - 5.54.0DecreaseTime Until Exit (years)2.8 - 5.84.3Decrease
December 31, 2022:
($ in thousands)
Fair ValueValuation
Model
Level 3
Input
Range of
Inputs
 
Average
Impact to Valuation from an Increase in Input
MVC Credit Support Agreement$12,386 Income ApproachDiscount Rate7.1% - 8.1%7.6%Decrease
Sierra Credit Support Agreement
In connection with the Sierra Merger on February 25, 2022, promptly following the closing of the Company’s merger with Sierra, the Company and the Adviser entered into the Sierra Credit Support Agreement, pursuant to which the Adviser has agreed to provide credit support to the Company in the amount of up to $100.0 million relating to the net cumulative realized and unrealized losses on the acquired Sierra investment portfolio over a 10-year period. See “Note 2 – Agreements and Related Party Transactions” for additional information regarding the Sierra Credit Support Agreement. Net unrealized appreciation or depreciation on the Sierra Credit Support Agreement is included in “Net unrealized appreciation (depreciation) - credit support agreements” in the Company’s Unaudited Consolidated Statements of Operations.

103

Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
The following tables present the fair value and aggregate unrealized appreciation (depreciation) of the Sierra Credit Support Agreement as of JuneSeptember 30, 2023 and December 31, 2022:
103

Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
As of June 30, 2023
Description
($ in thousands)
CounterpartySettlement DateNotional AmountValueUnrealized Appreciation (Depreciation)
As of September 30, 2023
Description
($ in thousands)
As of September 30, 2023
Description
($ in thousands)
CounterpartySettlement DateNotional AmountValueUnrealized Appreciation (Depreciation)
Sierra Credit Support AgreementSierra Credit Support AgreementBarings LLC04/01/32$100,000 $45,000 $600 Sierra Credit Support AgreementBarings LLC04/01/32$100,000 $37,400 $(7,000)
Total Sierra Credit Support AgreementTotal Sierra Credit Support Agreement$600 Total Sierra Credit Support Agreement$(7,000)
As of December 31, 2022
Description
($ in thousands)
CounterpartySettlement DateNotional AmountValueUnrealized Appreciation (Depreciation)
Sierra Credit Support AgreementBarings LLC04/01/32$100,000 $40,700 $(3,700)
Total Sierra Credit Support Agreement$(3,700)
As of JuneSeptember 30, 2023 and December 31, 2022, the fair value of the Sierra Credit Support Agreement was $45.0$37.4 million and $40.7 million, respectively, and is included in “Credit support agreements” in the accompanying Unaudited and Audited Consolidated Balance Sheets. The fair value of the Sierra Credit Support Agreement was determined based on a simulation analysis, with the primary inputs being the enterprise value, a measure of expected asset volatility, the expected time until an exit event for each portfolio company in the Sierra Reference Portfolio, the Discount Rate and the Recovery Rate, which are all Level 3 inputs.
The following tables summarize the significant unobservable inputs the Adviser used in the valuation of the Company’s Level 3 Sierra Credit Support Agreement as of JuneSeptember 30, 2023 and December 31, 2022. The average range of unobservable inputs is based on fair value of the Sierra Credit Support Agreement.
June 30, 2023:
($ in thousands)
Fair ValueValuation
Model
Level 3
Input
Range of
Inputs
 
Average
Impact to Valuation from an Increase in Input
September 30, 2023:
($ in thousands)
September 30, 2023:
($ in thousands)
Fair ValueValuation
Model
Level 3
Input
Range of
Inputs
 
Average
Impact to Valuation from an Increase in Input
Sierra Credit Support AgreementSierra Credit Support Agreement$45,000 Simulation AnalysisEnterprise Valuetd2 - td38,800$69,406DecreaseSierra Credit Support Agreement$37,400 Simulation AnalysisEnterprise Value$91 - td50,800$75,446Decrease
Asset Volatility40.0% - 70.0%55.0%IncreaseAsset Volatility35.0% - 70.0%52.5%Increase
Time Until Exit (years)0.0 - 8.64.3DecreaseTime Until Exit (years)0.0 - 8.34.2Decrease
Recovery Rate0.0% - 70.0%35.0%DecreaseDiscount Rate7.1%7.1%Decrease
Sierra Credit Support AgreementRecovery Rate0.0% - 70.0%35.0%Decrease
December 31, 2022:
($ in thousands)
Fair ValueValuation
Model
Level 3
Input
Range of
Inputs
 
Average
Impact to Valuation from an Increase in Input
Sierra Credit Support Agreement$40,700 Simulation AnalysisEnterprise Value$100 - $403,500$201,800Decrease
Asset Volatility37.5% - 70.0%53.8%Increase
Time Until Exit (years)0.0 - 9.14.6Decrease
Recovery Rate0.0% - 70.0%35.0%Decrease
104

Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
Foreign Currency Forward Contracts
The Company enters into forward currency contracts from time to time to primarily help mitigate the impact that an adverse change in foreign exchange rates would have on net interest income from the Company’s investments and related borrowings denominated in foreign currencies. Forward currency contracts are considered undesignated derivative instruments.
The following tables present the Company’s foreign currency forward contracts as of JuneSeptember 30, 2023 and December 31, 2022:
As of June 30, 2023
Description
($ in thousands)
Notional Amount to be PurchasedNotional Amount to be SoldMaturity DateGross Amount of Recognized Assets (Liabilities)Balance Sheet Location of Net Amounts
Foreign currency forward contract (AUD)A$70,055$46,80407/07/23$(169)Derivative liabilities
As of September 30, 2023
Description
($ in thousands)
As of September 30, 2023
Description
($ in thousands)
Notional Amount to be PurchasedNotional Amount to be SoldMaturity DateGross Amount of Recognized Assets (Liabilities)Balance Sheet Location of Net Amounts
Foreign currency forward contract (AUD)Foreign currency forward contract (AUD)$917A$1,33307/07/2330 Derivative assetsForeign currency forward contract (AUD)A$4,471$3,03510/10/23$(149)Derivative liabilities
Foreign currency forward contract (AUD)Foreign currency forward contract (AUD)$46,799A$68,72207/07/231,052 Derivative assetsForeign currency forward contract (AUD)A$2,000$1,28110/10/2310 Derivative assets
Foreign currency forward contract (AUD)Foreign currency forward contract (AUD)$47,086A$70,29810/10/23167 Derivative assetsForeign currency forward contract (AUD)$47,086A$70,29810/10/231,706 Derivative assets
Foreign currency forward contract (CAD)C$9,154$6,94307/07/23(26)Derivative liabilities
Foreign currency forward contract (CAD)C$392$29207/07/23Derivative assets
Foreign currency forward contract (CAD)$127C$16907/07/23(1)Derivative liabilities
Foreign currency forward contract (CAD)Foreign currency forward contract (CAD)$6,992C$9,37607/07/23(94)Derivative liabilitiesForeign currency forward contract (CAD)$7,011C$9,22910/10/23184 Derivative assets
Foreign currency forward contract (CAD)Foreign currency forward contract (CAD)$7,011C$9,22910/10/2326 Derivative assetsForeign currency forward contract (CAD)$130C$17610/10/23— Derivative assets
Foreign currency forward contract (DKK)Foreign currency forward contract (DKK)2,283kr.$33607/07/23(2)Derivative liabilitiesForeign currency forward contract (DKK)$1389kr.10/10/23— Derivative assets
Foreign currency forward contract (DKK)Foreign currency forward contract (DKK)$3292,241kr.07/07/23Derivative assetsForeign currency forward contract (DKK)$3422,312kr.10/10/2314 Derivative assets
Foreign currency forward contract (DKK)$643kr.07/07/23— Derivative assets
Foreign currency forward contract (DKK)$3362,267kr.10/10/23Derivative assets
Foreign currency forward contract (EUR)Foreign currency forward contract (EUR)€7,000$7,67207/07/23(34)Derivative liabilitiesForeign currency forward contract (EUR)€5,000$5,28910/10/23Derivative assets
Foreign currency forward contract (EUR)Foreign currency forward contract (EUR)€75,712$83,04607/07/23(437)Derivative liabilitiesForeign currency forward contract (EUR)€2,000$2,20310/10/23(85)Derivative liabilities
Foreign currency forward contract (EUR)Foreign currency forward contract (EUR)€2,000$2,20310/10/23(10)Derivative liabilitiesForeign currency forward contract (EUR)$86,143€78,16210/10/233,366 Derivative assets
Foreign currency forward contract (EUR)$4,560€4,21707/07/23(41)Derivative liabilities
Foreign currency forward contract (EUR)$81,540€74,49507/07/23258 Derivative assets
Foreign currency forward contract (EUR)$4,405€4,00007/07/2340 Derivative assets
Foreign currency forward contract (EUR)$86,143€78,16210/10/23451 Derivative assets
Foreign currency forward contract (NZD)Foreign currency forward contract (NZD)NZ$13,550$8,35807/07/23(57)Derivative liabilitiesForeign currency forward contract (NZD)$8,491NZ$13,78010/10/23212 Derivative assets
Foreign currency forward contract (NZD)Foreign currency forward contract (NZD)$8,512NZ$13,55007/07/23211 Derivative assetsForeign currency forward contract (NZD)$160NZ$25710/10/23Derivative assets
Foreign currency forward contract (NZD)$8,331NZ$13,51210/10/2356 Derivative assets
Foreign currency forward contract (NOK)Foreign currency forward contract (NOK)kr40,715$3,78407/07/2317 Derivative assetsForeign currency forward contract (NOK)$3,918kr42,01910/10/23(32)Derivative liabilities
Foreign currency forward contract (NOK)$3,897kr39,99607/07/23164 Derivative assets
Foreign currency forward contract (NOK)$68kr72007/07/23Derivative assets
Foreign currency forward contract (NOK)$3,851kr41,30810/10/23(17)Derivative liabilities
Foreign currency forward contract (GBP)Foreign currency forward contract (GBP)£4,000$4,87910/02/23Derivative assets
Foreign currency forward contract (GBP)Foreign currency forward contract (GBP)£1,000$1,21610/10/23Derivative assets
Foreign currency forward contract (GBP)Foreign currency forward contract (GBP)£33,110$42,22107/07/23(126)Derivative liabilitiesForeign currency forward contract (GBP)$52,028£41,01910/10/231,960 Derivative assets
Foreign currency forward contract (GBP)Foreign currency forward contract (GBP)$41,121£33,11007/07/23(974)Derivative liabilitiesForeign currency forward contract (GBP)$1,464£1,20010/10/23— Derivative liabilities
Foreign currency forward contract (GBP)Foreign currency forward contract (GBP)$44,368£34,79010/10/23132 Derivative assetsForeign currency forward contract (GBP)$8,965£6,97610/10/23450 Derivative assets
Foreign currency forward contract (GBP)Foreign currency forward contract (GBP)$3,189£2,50010/10/2310 Derivative assetsForeign currency forward contract (GBP)$3,152£2,50010/10/23101Derivative assets
Foreign currency forward contract (SEK)Foreign currency forward contract (SEK)2,344kr$21907/07/23(2)Derivative liabilitiesForeign currency forward contract (SEK)$2262,407kr10/10/23Derivative assets
Foreign currency forward contract (SEK)$2272,344kr07/07/2310 Derivative assets
Foreign currency forward contract (SEK)$2262,407kr10/10/23Derivative assets
Foreign currency forward contract (CHF)Foreign currency forward contract (CHF)5,150Fr.$5,76607/07/23(8)Derivative liabilitiesForeign currency forward contract (CHF)$7968Fr.10/10/23Derivative assets
Foreign currency forward contract (CHF)Foreign currency forward contract (CHF)$839750Fr.07/07/23Derivative assetsForeign currency forward contract (CHF)$5,6905,031Fr.10/10/23187 Derivative assets
Foreign currency forward contract (CHF)Foreign currency forward contract (CHF)$4,8684,400Fr.07/07/23(51)Derivative liabilitiesForeign currency forward contract (CHF)$305260Fr.10/10/2321 Derivative assets
Foreign currency forward contract (CHF)$5,6905,031Fr.10/10/23Derivative assets
TotalTotal$595 Total$7,974 

105

Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
As of December 31, 2022
Description
($ in thousands)
Notional Amount to be PurchasedNotional Amount to be SoldMaturity DateGross Amount of Recognized Assets (Liabilities)Balance Sheet Location of Net Amounts
Foreign currency forward contract (AUD)A$72,553$48,70101/09/23$511 Derivative assets
Foreign currency forward contract (AUD)$47,177A$72,55301/09/23(2,035)Derivative liabilities
Foreign currency forward contract (AUD)$47,055A$69,91904/11/23(548)Derivative liabilities
Foreign currency forward contract (CAD)C$225$16501/09/23Derivative assets
Foreign currency forward contract (CAD)C$9,285$6,81901/09/2334 Derivative assets
Foreign currency forward contract (CAD)$4,578C$6,20701/09/23(3)Derivative liabilities
Foreign currency forward contract (CAD)$2,415C$3,30301/09/23(22)Derivative liabilities
Foreign currency forward contract (CAD)$6,865C$9,33904/11/23(34)Derivative liabilities
Foreign currency forward contract (DKK)2,260kr.$32301/09/23Derivative assets
Foreign currency forward contract (DKK)$3002,260kr.01/09/23(24)Derivative liabilities
Foreign currency forward contract (DKK)$3292,290kr.04/11/23(2)Derivative liabilities
Foreign currency forward contract (EUR)€106,443$113,10101/09/23541 Derivative assets
Foreign currency forward contract (EUR)€1,511$1,50001/09/23113 Derivative assets
Foreign currency forward contract (EUR)$106,563€107,95401/09/23(8,692)Derivative liabilities
Foreign currency forward contract (EUR)$109,735€102,64904/11/23(547)Derivative liabilities
Foreign currency forward contract (NZD)NZ$4,000$2,58101/09/23(51)Derivative liabilities
Foreign currency forward contract (NZD)NZ$15,175$9,53801/09/2360 Derivative assets
Foreign currency forward contract (NZD)$208NZ$35101/09/23(14)Derivative liabilities
Foreign currency forward contract (NZD)$10,767NZ$18,82401/09/23(1,139)Derivative liabilities
Foreign currency forward contract (NZD)$9,644NZ$15,33304/11/23(62)Derivative liabilities
Foreign currency forward contract (NOK)kr37,773$3,83501/09/23— Derivative liabilities
Foreign currency forward contract (NOK)$3,538kr37,77301/09/23(297)Derivative liabilities
Foreign currency forward contract (NOK)$4,050kr39,73204/11/23(1)Derivative liabilities
Foreign currency forward contract (GBP)£37,951$45,89801/09/23(240)Derivative liabilities
Foreign currency forward contract (GBP)$39,500£34,95101/09/23(2,549)Derivative liabilities
Foreign currency forward contract (GBP)$3,396£3,00001/09/23(213)Derivative liabilities
Foreign currency forward contract (GBP)$47,147£38,89904/11/23243 Derivative assets
Foreign currency forward contract (SEK)2,182kr.$21001/09/23— Derivative liabilities
Foreign currency forward contract (SEK)$1972,182kr.01/09/23(13)Derivative liabilities
Foreign currency forward contract (SEK)$2172,247kr.04/11/23— Derivative assets
Foreign currency forward contract (CHF)3,803Fr.$4,11001/09/23Derivative assets
Foreign currency forward contract (CHF)$618600Fr.01/09/23(31)Derivative liabilities
Foreign currency forward contract (CHF)$3,3053,203Fr.01/09/23(158)Derivative liabilities
Foreign currency forward contract (CHF)$4,1943,841Fr.04/11/23(2)Derivative liabilities
Total$(15,169)
As of JuneSeptember 30, 2023 and December 31, 2022, the total fair value of the Company’s foreign currency forward contracts was $0.6$8.0 million and $(15.2) million, respectively. The fair values of the Company’s foreign currency forward contracts are based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
Net realized gains or losses on forward currency contracts are included in “Net realized gains (losses) - foreign currency transactions” in the Company’s Unaudited Consolidated Statements of Operations. Net realized gains or losses on forward contracts recognized by the Company for the three and six months ended June 30, 2023 and 2022 are shown in the following table:
Three Months EndedThree Months EndedSix Months EndedSix Months Ended
($ in thousands)June 30, 2023June 30, 2022June 30, 2023June 30, 2022
Forward currency contracts$(2,692)$(435)$(16,911)$
106

Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
Net unrealized appreciation or depreciation on forward currency contracts are included in “Net unrealized appreciation (depreciation) - foreign currency transactions” in the Company’s Unaudited Consolidated Statements of Operations. Net unrealized appreciation or depreciation on forward contracts recognized by the Company for the three and six months ended June 30, 2023 and 2022 are shown in the following table:
Three Months EndedThree Months EndedSix Months EndedSix Months Ended
($ in thousands)June 30, 2023June 30, 2022June 30, 2023June 30, 2022
Forward currency contracts$2,262 $12,685 $15,764 $11,782 
7. COMMITMENTS AND CONTINGENCIES
In the normal course of business, the Company is party to financial instruments with off-balance sheet risk, consisting primarily of unused commitments to extend financing to the Company’s portfolio companies. Since commitments may expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements. As of JuneSeptember 30, 2023, the Company believed that it had adequate financial resources to satisfy its unfunded commitments. The balances of unused commitments to extend financing as of JuneSeptember 30, 2023 and December 31, 2022 were as follows:
Portfolio Company
($ in thousands)
Investment TypeJune 30, 2023December 31, 2022
Accurus Aerospace Corporation(1)(2)Revolver$634 $1,152 
Adhefin International(1)(2)(3)Delayed Draw Term Loan808 — 
Air Comm Corporation, LLC(1)(2)Delayed Draw Term Loan1,549 — 
AlliA Insurance Brokers NV(1)(3)Delayed Draw Term Loan1,871 — 
Americo Chemical Products, LLC(1)(2)Revolver471 — 
Amtech LLC(1)Delayed Draw Term Loan764 1,527 
Amtech LLC(1)Revolver682 545 
AnalytiChem Holding GmbH(1)(2)(3)Bridge Revolver375 366 
APC1 Holding(1)(3)Delayed Draw Term Loan— 354 
Aquavista Watersides 2 LTD(1)(2)(4)Capex / Acquisition Facility2,215 2,543 
Arc Education(1)(3)Delayed Draw Term Loan1,732 1,900 
Argus Bidco Limited(1)(2)(4)CAF Term Loan693 789 
Argus Bidco Limited(1)(2)(4)RCF Bridge Term Loan— 168 
ASC Communications, LLC(1)Revolver1,089 1,089 
Astra Bidco Limited(1)(4)Delayed Draw Term Loan602 876 
ATL II MRO Holdings, Inc.(1)Revolver1,667 1,667 
Avance Clinical Bidco Pty Ltd(1)(2)(5)Delayed Draw Term Loan1,272 1,295 
Azalea Buyer, Inc.(1)Delayed Draw Term Loan962 962 
Azalea Buyer, Inc.(1)Revolver481 481 
Bariacum S.A(1)(3)Acquisition Facility982 2,028 
Beyond Risk Management, Inc.(1)(2)Delayed Draw Term Loan2,423 2,423 
Biolam Group(1)(2)(3)Delayed Draw Term Loan1,489 4,783 
Black Angus Steakhouses, LLC(1)Delayed Draw Term Loan417 417 
Bounteous, Inc.(1)(2)Delayed Draw Term Loan2,840 2,840 
Brightpay Limited(1)(3)Delayed Draw Term Loan138 135 
BrightSign LLC(1)(2)Revolver443 1,329 
CAi Software, LLC(1)(2)Revolver943 943 
Canadian Orthodontic Partners Corp.(1)(2)(6)Delayed Draw Term Loan— 110 
Catawba River Limited(1)(2)(4)Structured Junior Note12,998 12,635 
Centralis Finco S.a.r.l.(1)(3)Incremental CAF Term Loan925 1,028 
CGI Parent, LLC(1)(2)Revolver1,653 1,653 
Classic Collision (Summit Buyer, LLC)(1)Delayed Draw Term Loan— 78 
Portfolio Company
($ in thousands)
Investment TypeSeptember 30, 2023December 31, 2022
1888 Industrial Services, LLC(1)(2)Revolver$15 $— 
Accurus Aerospace Corporation(1)(2)Revolver519 1,152 
106

Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
Portfolio Company
($ in thousands)
Investment TypeSeptember 30, 2023December 31, 2022
Adhefin International(1)(2)(3)Delayed Draw Term Loan402 — 
Air Comm Corporation, LLC(1)(2)Delayed Draw Term Loan1,549 — 
AlliA Insurance Brokers NV(1)(2)(3)Delayed Draw Term Loan1,707 — 
Americo Chemical Products, LLC(1)(2)Revolver470 — 
Amtech LLC(1)Delayed Draw Term Loan764 1,527 
Amtech LLC(1)Revolver477 545 
AnalytiChem Holding GmbH(1)(2)(3)Bridge Revolver364 366 
APC1 Holding(1)(3)Delayed Draw Term Loan— 354 
Aquavista Watersides 2 LTD(1)(2)(4)Capex / Acquisition Facility2,127 2,543 
Arc Education(1)(3)Delayed Draw Term Loan1,444 1,900 
Argus Bidco Limited(1)(2)(4)CAF Term Loan518 789 
Argus Bidco Limited(1)(2)(4)RCF Bridge Term Loan— 168 
ASC Communications, LLC(1)Revolver1,089 1,089 
Astra Bidco Limited(1)(2)(4)Delayed Draw Term Loan578 876 
ATL II MRO Holdings, Inc.(1)Revolver1,667 1,667 
Avance Clinical Bidco Pty Ltd(1)(2)(5)Delayed Draw Term Loan1,233 1,295 
Azalea Buyer, Inc.(1)(2)Delayed Draw Term Loan644 962 
Azalea Buyer, Inc.(1)(2)Revolver481 481 
Bariacum S.A(1)(2)(3)Acquisition Facility953 2,028 
Beyond Risk Management, Inc.(1)(2)Delayed Draw Term Loan2,423 2,423 
Biolam Group(1)(2)(3)Delayed Draw Term Loan639 4,783 
Black Angus Steakhouses, LLC(1)Delayed Draw Term Loan— 417 
Bounteous, Inc.(1)(2)Delayed Draw Term Loan2,840 2,840 
Brightpay Limited(1)(2)(3)Delayed Draw Term Loan134 135 
BrightSign LLC(1)(2)Revolver443 1,329 
CAi Software, LLC(1)(2)Revolver943 943 
Canadian Orthodontic Partners Corp.(1)(2)(6)Delayed Draw Term Loan— 110 
Catawba River Limited(1)(2)(4)Structured Junior Note12,800 12,635 
Centralis Finco S.a.r.l.(1)(3)Incremental CAF Term Loan— 1,028 
CGI Parent, LLC(1)(2)Revolver1,653 1,653 
Classic Collision (Summit Buyer, LLC)(1)Delayed Draw Term Loan— 78 
Classic Collision (Summit Buyer, LLC)(1)(2)Delayed Draw Term Loan3,155 — 
Comply365, LLC(1)Revolver1,100 935 
Coyo Uprising GmbH(1)(2)(3)Delayed Draw Term Loan416 419 
CSL Dualcom(1)(4)Capex / Acquisition Term Loan144 142 
DataServ Integrations, LLC(1)Revolver481 481 
DecksDirect, LLC(1)(2)Revolver381 218 
DISA Holdings Corp.(1)Delayed Draw Term Loan1,287 1,368 
DISA Holdings Corp.(1)Revolver364 416 
DreamStart Bidco SAS (d/b/a SmartTrade)(1)(2)(3)Acquisition Facility— 579 
Dune Group(1)(2)(3)Delayed Draw Term Loan420 624 
Dwyer Instruments, Inc.(1)Delayed Draw Term Loan5,164 5,164 
Eclipse Business Capital, LLC(1)Revolver18,000 17,455 
EMI Porta Holdco LLC(1)(2)Delayed Draw Term Loan9,272 9,272 
EMI Porta Holdco LLC(1)(2)Revolver706 1,471 
EPS NASS Parent, Inc.(1)Delayed Draw Term Loan— 257 
eShipping, LLC(1)Delayed Draw Term Loan869 1,650 
107

Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
Portfolio Company
($ in thousands)
Portfolio Company
($ in thousands)
Investment TypeJune 30, 2023December 31, 2022Portfolio Company
($ in thousands)
Investment TypeSeptember 30, 2023December 31, 2022
Comply365, LLC(1)Revolver1,100 935 
Coyo Uprising GmbH(1)(3)Delayed Draw Term Loan429 419 
CSL Dualcom(1)(4)Capex / Acquisition Term Loan150 142 
DataServ Integrations, LLC(1)Revolver481 481 
DecksDirect, LLC(1)Revolver218 218 
DISA Holdings Corp.(1)Delayed Draw Term Loan1,287 1,368 
DISA Holdings Corp.(1)Revolver429 416 
DreamStart Bidco SAS (d/b/a SmartTrade)(1)(2)(3)Acquisition Facility— 579 
Dune Group(1)(2)(3)Delayed Draw Term Loan638 624 
Dwyer Instruments, Inc.(1)Delayed Draw Term Loan5,164 5,164 
Eclipse Business Capital, LLC(1)Revolver19,091 17,455 
EMI Porta Holdco LLC(1)(2)Delayed Draw Term Loan9,272 9,272 
EMI Porta Holdco LLC(1)(2)Revolver1,026 1,471 
EPS NASS Parent, Inc.(1)Delayed Draw Term Loan— 257 
eShipping, LLC(1)Delayed Draw Term Loan1,650 1,650 
eShipping, LLC(1)eShipping, LLC(1)Revolver1,486 1,486 eShipping, LLC(1)Revolver1,486 1,486 
Eurofins Digital Testing International LUX Holding SARL(1)(2)(3)Eurofins Digital Testing International LUX Holding SARL(1)(2)(3)Delayed Draw Term Loan2,697 2,639 Eurofins Digital Testing International LUX Holding SARL(1)(2)(3)Delayed Draw Term Loan2,618 2,639 
Eurofins Digital Testing International LUX Holding SARL(1)(2)(3)Eurofins Digital Testing International LUX Holding SARL(1)(2)(3)Delayed Draw Term Loan539 528 Eurofins Digital Testing International LUX Holding SARL(1)(2)(3)Delayed Draw Term Loan524 528 
Events Software BidCo Pty Ltd(1)(2)Events Software BidCo Pty Ltd(1)(2)Delayed Draw Term Loan640 640 Events Software BidCo Pty Ltd(1)(2)Delayed Draw Term Loan620 640 
Express Wash Acquisition Company, LLC(1)(2)Revolver115 115 
Express Wash Acquisition Company, LLC(1)Express Wash Acquisition Company, LLC(1)Revolver115 115 
F24 (Stairway BidCo GmbH)(1)(2)(3)F24 (Stairway BidCo GmbH)(1)(2)(3)Acquisition Term Loan231 246 F24 (Stairway BidCo GmbH)(1)(2)(3)Acquisition Term Loan— 246 
Faraday(1)(3)Delayed Draw Term Loan978 — 
Faraday(1)(2)(3)Faraday(1)(2)(3)Delayed Draw Term Loan949 — 
Fineline Technologies, Inc.(1)Fineline Technologies, Inc.(1)Delayed Draw Term Loan— 180 Fineline Technologies, Inc.(1)Delayed Draw Term Loan— 180 
Finexvet(1)(2)(3)Finexvet(1)(2)(3)Delayed Draw Term Loan642 — Finexvet(1)(2)(3)Delayed Draw Term Loan623 — 
Footco 40 Limited(1)(2)(4)Footco 40 Limited(1)(2)(4)Delayed Draw Term Loan572 766 Footco 40 Limited(1)(2)(4)Delayed Draw Term Loan502 766 
Fortis Payment Systems, LLC(1)Fortis Payment Systems, LLC(1)Delayed Draw Term Loan575 925 Fortis Payment Systems, LLC(1)Delayed Draw Term Loan210 925 
FragilePak LLC(1)FragilePak LLC(1)Delayed Draw Term Loan— 2,354 FragilePak LLC(1)Delayed Draw Term Loan— 2,354 
GB Eagle Buyer, Inc.(1)Revolver2,581 2,581 
Global Academic Group Limited(1)(7)Term Loan437 451 
Front Line Power Construction LLC(1)(2)Front Line Power Construction LLC(1)(2)Delayed Draw Term Loan95 — 
GB Eagle Buyer, Inc.(1)(2)GB Eagle Buyer, Inc.(1)(2)Revolver2,581 2,581 
Global Academic Group Limited(1)(2)(7)Global Academic Group Limited(1)(2)(7)Term Loan393 451 
GPNZ II GmbH(1)(2)(3)GPNZ II GmbH(1)(2)(3)CAF Term Loan— 560 
GPNZ II GmbH(1)(2)(3)GPNZ II GmbH(1)(2)(3)CAF Term Loan— 560 GPNZ II GmbH(1)(2)(3)Term Loan59 — 
Greenhill II BV(1)(3)Greenhill II BV(1)(3)Capex Acquisition Facility119 255 Greenhill II BV(1)(3)Capex Acquisition Facility115 255 
Groupe Product Life(1)(3)Groupe Product Life(1)(3)Delayed Draw Term Loan— 441 Groupe Product Life(1)(3)Delayed Draw Term Loan— 441 
Gusto Aus BidCo Pty Ltd(1)(5)Gusto Aus BidCo Pty Ltd(1)(5)Delayed Draw Term Loan219 223 Gusto Aus BidCo Pty Ltd(1)(5)Delayed Draw Term Loan212 223 
HeartHealth Bidco Pty Ltd(1)(5)HeartHealth Bidco Pty Ltd(1)(5)Delayed Draw Term Loan307 313 HeartHealth Bidco Pty Ltd(1)(5)Delayed Draw Term Loan290 313 
Heartland Veterinary Partners, LLC(1)Heartland Veterinary Partners, LLC(1)Delayed Draw Term Loan— 267 Heartland Veterinary Partners, LLC(1)Delayed Draw Term Loan— 267 
Heavy Construction Systems Specialists, LLC(1)Heavy Construction Systems Specialists, LLC(1)Revolver2,632 2,632 Heavy Construction Systems Specialists, LLC(1)Revolver2,632 2,632 
HEKA Invest(1)(3)HEKA Invest(1)(3)Delayed Draw Term Loan568 555 HEKA Invest(1)(3)Delayed Draw Term Loan551 555 
HemaSource, Inc.(1)(2)HemaSource, Inc.(1)(2)Revolver1,804 — 
HTI Technology & Industries(1)HTI Technology & Industries(1)Delayed Draw Term Loan2,045 2,045 HTI Technology & Industries(1)Delayed Draw Term Loan2,045 2,045 
HTI Technology & Industries(1)HTI Technology & Industries(1)Revolver1,364 1,364 HTI Technology & Industries(1)Revolver1,364 1,364 
HW Holdco, LLC (Hanley Wood LLC)(1)HW Holdco, LLC (Hanley Wood LLC)(1)Delayed Draw Term Loan— 913 HW Holdco, LLC (Hanley Wood LLC)(1)Delayed Draw Term Loan— 913 
Innovad Group II BV(1)(3)Delayed Draw Term Loan262 1,261 
INOS 19-090 GmbH(1)(3)Acquisition Facility2,432 2,380 
Innovad Group II BV(1)(2)(3)Innovad Group II BV(1)(2)(3)Delayed Draw Term Loan255 1,261 
INOS 19-090 GmbH(1)(2)(3)INOS 19-090 GmbH(1)(2)(3)Acquisition Facility1,794 2,380 
Interstellar Group B.V.(1)(3)Interstellar Group B.V.(1)(3)Delayed Draw Term Loan1,331 1,310 Interstellar Group B.V.(1)(3)Delayed Draw Term Loan748 1,310 
Interstellar Group B.V.(1)(3)Interstellar Group B.V.(1)(3)Delayed Draw Term Loan57 55 Interstellar Group B.V.(1)(3)Delayed Draw Term Loan55 55 
Isolstar Holding NV (IPCOM)(1)(3)Isolstar Holding NV (IPCOM)(1)(3)Delayed Draw Term Loan761 744 Isolstar Holding NV (IPCOM)(1)(3)Delayed Draw Term Loan738 744 
ITI Intermodal, Inc.(1)(2)ITI Intermodal, Inc.(1)(2)Delayed Draw Term Loan— 103 ITI Intermodal, Inc.(1)(2)Delayed Draw Term Loan— 103 
ITI Intermodal, Inc.(1)ITI Intermodal, Inc.(1)Revolver1,207 118 
Jaguar Merger Sub Inc.(1)Jaguar Merger Sub Inc.(1)Delayed Draw Term Loan— 422 
Jaguar Merger Sub Inc.(1)Jaguar Merger Sub Inc.(1)Revolver— 490 
Jocassee Partners LLCJocassee Partners LLCJoint Venture65,000 65,000 
Jon Bidco Limited(1)(2)(7)Jon Bidco Limited(1)(2)(7)Capex & Acquisition Facility1,068 1,441 
Jones Fish Hatcheries & Distributors LLC(1)(2)Jones Fish Hatcheries & Distributors LLC(1)(2)Revolver418 418 
Kano Laboratories LLC(1)Kano Laboratories LLC(1)Delayed Draw Term Loan153 153 
Kano Laboratories LLC(1)Kano Laboratories LLC(1)Delayed Draw Term Loan2,830 2,830 
Kemmerer Operations LLC(1)Kemmerer Operations LLC(1)Delayed Draw Term Loan— 908 
Lambir Bidco Limited(1)(2)(3)Lambir Bidco Limited(1)(2)(3)Delayed Draw Term Loan600 1,766 
Lattice Group Holdings Bidco Limited(1)(2)Lattice Group Holdings Bidco Limited(1)(2)Delayed Draw Term Loan255 298 
Lattice Group Holdings Bidco Limited(1)(2)Lattice Group Holdings Bidco Limited(1)(2)Revolver18 — 
108

Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
Portfolio Company
($ in thousands)
Portfolio Company
($ in thousands)
Investment TypeJune 30, 2023December 31, 2022Portfolio Company
($ in thousands)
Investment TypeSeptember 30, 2023December 31, 2022
ITI Intermodal, Inc.(1)(2)Revolver1,232 118 
Jaguar Merger Sub Inc.(1)Delayed Draw Term Loan— 422 
Jaguar Merger Sub Inc.(1)Revolver— 490 
Jocassee Partners LLCJoint Venture65,000 65,000 
Jon Bidco Limited(1)(7)Capex & Acquisition Facility1,396 1,441 
Jones Fish Hatcheries & Distributors LLC(1)(2)Revolver418 418 
Kano Laboratories LLC(1)Delayed Draw Term Loan153 153 
Kano Laboratories LLC(1)Delayed Draw Term Loan2,830 2,830 
Kemmerer Operations LLC(1)Delayed Draw Term Loan— 908 
Lambir Bidco Limited(1)(2)(3)Delayed Draw Term Loan714 1,766 
Lattice Group Holdings Bidco Limited(1)(2)Delayed Draw Term Loan255 298 
LeadsOnline, LLC(1)Revolver2,603 2,603 
LeadsOnline, LLC(1)(2)LeadsOnline, LLC(1)(2)Revolver2,603 2,603 
Lifestyle Intermediate II, LLC(1)(2)Lifestyle Intermediate II, LLC(1)(2)Revolver2,500 2,500 Lifestyle Intermediate II, LLC(1)(2)Revolver2,500 2,500 
LivTech Purchaser, Inc.(1)(2)LivTech Purchaser, Inc.(1)(2)Delayed Draw Term Loan138 138 LivTech Purchaser, Inc.(1)(2)Delayed Draw Term Loan— 138 
Marmoutier Holding B.V.(1)(2)(3)Marmoutier Holding B.V.(1)(2)(3)Delayed Draw Term Loan24 24 Marmoutier Holding B.V.(1)(2)(3)Delayed Draw Term Loan24 24 
Marmoutier Holding B.V.(1)(2)(3)Marmoutier Holding B.V.(1)(2)(3)Revolver109 106 Marmoutier Holding B.V.(1)(2)(3)Revolver104 106 
Marshall Excelsior Co.(1)(2)Marshall Excelsior Co.(1)(2)Revolver110 413 Marshall Excelsior Co.(1)(2)Revolver551 413 
MC Group Ventures Corporation(1)MC Group Ventures Corporation(1)Delayed Draw Term Loan276 296 MC Group Ventures Corporation(1)Delayed Draw Term Loan276 296 
Mercell Holding AS(1)(8)Capex Acquisition Facility733 797 
Mercell Holding AS(1)(2)(8)Mercell Holding AS(1)(2)(8)Capex Acquisition Facility738 797 
Modern Star Holdings Bidco Pty Limited(1)(2)(5)Modern Star Holdings Bidco Pty Limited(1)(2)(5)Term Loan951 968 Modern Star Holdings Bidco Pty Limited(1)(2)(5)Term Loan922 968 
Moonlight Bidco Limited(1)(2)(4)Moonlight Bidco Limited(1)(2)(4)Delayed Draw Term Loan538 — 
Murphy Midco Limited(1)(2)(4)Murphy Midco Limited(1)(2)(4)Delayed Draw Term Loan372 407 Murphy Midco Limited(1)(2)(4)Delayed Draw Term Loan357 407 
Narda Acquisitionco., Inc.(1)(2)Revolver1,311 1,180 
NeoxCo(1)(3)Delayed Draw Term Loan491 — 
Narda Acquisitionco., Inc.(1)Narda Acquisitionco., Inc.(1)Revolver1,311 1,180 
NAW Buyer LLC(1)(2)NAW Buyer LLC(1)(2)Delayed Draw Term Loan7,576 — 
NAW Buyer LLC(1)(2)NAW Buyer LLC(1)(2)Revolver1,894 — 
NeoxCo(1)(2)(3)NeoxCo(1)(2)(3)Delayed Draw Term Loan476 — 
Nexus Underwriting Management Limited(1)(2)(4)Nexus Underwriting Management Limited(1)(2)(4)Acquisition Facility385 443 Nexus Underwriting Management Limited(1)(2)(4)Acquisition Facility250 443 
Nexus Underwriting Management Limited(1)(2)(4)Nexus Underwriting Management Limited(1)(2)(4)Revolver97 — Nexus Underwriting Management Limited(1)(2)(4)Revolver93 — 
NF Holdco, LLC(1)(2)Revolver1,105 — 
NF Holdco, LLC(1)NF Holdco, LLC(1)Revolver663 — 
Novotech Aus Bidco Pty Ltd(1)Novotech Aus Bidco Pty Ltd(1)Capex & Acquisition Facility809 809 Novotech Aus Bidco Pty Ltd(1)Capex & Acquisition Facility809 809 
NPM Investments 28 BV(1)(3)NPM Investments 28 BV(1)(3)Delayed Draw Term Loan473 463 NPM Investments 28 BV(1)(3)Delayed Draw Term Loan459 463 
OA Buyer, Inc.(1)OA Buyer, Inc.(1)Revolver1,331 1,331 OA Buyer, Inc.(1)Revolver1,331 1,331 
OAC Holdings I Corp(1)(2)OAC Holdings I Corp(1)(2)Revolver391 607 OAC Holdings I Corp(1)(2)Revolver1,370 607 
Omni Intermediate Holdings, LLC(1)(2)Omni Intermediate Holdings, LLC(1)(2)Delayed Draw Term Loan— 2,289 Omni Intermediate Holdings, LLC(1)(2)Delayed Draw Term Loan— 2,289 
OSP Hamilton Purchaser, LLC(1)Revolver416 187 
OSP Hamilton Purchaser, LLC(1)(2)OSP Hamilton Purchaser, LLC(1)(2)Revolver440 187 
PDQ.Com Corporation(1)PDQ.Com Corporation(1)Delayed Draw Term Loan5,582 6,885 PDQ.Com Corporation(1)Delayed Draw Term Loan5,582 6,885 
Polara Enterprises, L.L.C.(1)Polara Enterprises, L.L.C.(1)Revolver545 545 Polara Enterprises, L.L.C.(1)Revolver545 545 
Premium Invest(1)(3)Delayed Draw Term Loan2,946 2,882 
ProfitOptics, LLC(1)Revolver81 484 
Premium Invest(1)(2)(3)Premium Invest(1)(2)(3)Delayed Draw Term Loan2,859 2,882 
Process Insights Acquisition, Inc.(1)(2)Process Insights Acquisition, Inc.(1)(2)Delayed Draw Term Loan935 — 
Process Insights Acquisition, Inc.(1)(2)Process Insights Acquisition, Inc.(1)(2)Revolver1,014 — 
ProfitOptics, LLC(1)(2)ProfitOptics, LLC(1)(2)Revolver290 484 
Protego Bidco B.V.(1)(2)(3)Protego Bidco B.V.(1)(2)(3)Delayed Draw Term Loan648 792 Protego Bidco B.V.(1)(2)(3)Delayed Draw Term Loan629 792 
PSP Intermediate 4, LLC(1)(2)(3)PSP Intermediate 4, LLC(1)(2)(3)Delayed Draw Term Loan743 727 PSP Intermediate 4, LLC(1)(2)(3)Delayed Draw Term Loan721 727 
Qualified Industries, LLC(1)Qualified Industries, LLC(1)Revolver242 — Qualified Industries, LLC(1)Revolver242 — 
R1 Holdings, LLC(1)R1 Holdings, LLC(1)Delayed Draw Term Loan1,820 2,623 R1 Holdings, LLC(1)Delayed Draw Term Loan1,820 2,623 
R1 Holdings, LLC(1)R1 Holdings, LLC(1)Revolver1,947 1,601 R1 Holdings, LLC(1)Revolver1,947 1,601 
RA Outdoors, LLC(1)(2)RA Outdoors, LLC(1)(2)Revolver1,235 1,235 RA Outdoors, LLC(1)(2)Revolver747 1,235 
Randys Holdings, Inc.(1)(2)Randys Holdings, Inc.(1)(2)Delayed Draw Term Loan4,412 4,412 Randys Holdings, Inc.(1)(2)Delayed Draw Term Loan4,412 4,412 
Randys Holdings, Inc.(1)(2)Randys Holdings, Inc.(1)(2)Revolver1,513 1,571 Randys Holdings, Inc.(1)(2)Revolver1,326 1,571 
Rep Seko Merger Sub LLC(1)Rep Seko Merger Sub LLC(1)Delayed Draw Term Loan579 725 Rep Seko Merger Sub LLC(1)Delayed Draw Term Loan— 725 
Reward Gateway (UK) Ltd(1)(2)(4)Reward Gateway (UK) Ltd(1)(2)(4)Acquisition Facility— 600 Reward Gateway (UK) Ltd(1)(2)(4)Acquisition Facility— 600 
Rhondda Financing No. 1 DAC(1)(4)Structured Junior Note19,786 — 
Rhondda Financing No. 1 DAC(1)(2)(4)Rhondda Financing No. 1 DAC(1)(2)(4)Structured Junior Note10,159 — 
Rocade Holdings LLC(1)(2)Rocade Holdings LLC(1)(2)Preferred Equity30,000 — 
Rock Labor, LLC(1)(2)Rock Labor, LLC(1)(2)Revolver1,103 — 
Royal Buyer, LLC(1)Royal Buyer, LLC(1)Revolver1,340 1,340 
Royal Buyer, LLC(1)Royal Buyer, LLC(1)Delayed Draw Term Loan1,353 2,209 
RTIC Subsidiary Holdings, LLC(1)(2)RTIC Subsidiary Holdings, LLC(1)(2)Revolver1,905 2,381 
Sanoptis S.A.R.L.(1)(3)Sanoptis S.A.R.L.(1)(3)Acquisition Capex Facility15 1,751 
109

Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
Portfolio Company
($ in thousands)
Portfolio Company
($ in thousands)
Investment TypeJune 30, 2023December 31, 2022Portfolio Company
($ in thousands)
Investment TypeSeptember 30, 2023December 31, 2022
Rocade Holdings LLC(1)(2)Preferred Equity30,000 — 
Royal Buyer, LLC(1)Revolver1,340 1,340 
Royal Buyer, LLC(1)Delayed Draw Term Loan1,684 2,209 
RTIC Subsidiary Holdings, LLC(1)(2)Revolver1,905 2,381 
Sanoptis S.A.R.L.(1)(3)Sanoptis S.A.R.L.(1)(3)Acquisition Capex Facility732 1,751 Sanoptis S.A.R.L.(1)(3)CAF Term Loan1,598 — 
SBP Holdings LP(1)SBP Holdings LP(1)Delayed Draw Term Loan1,469 — SBP Holdings LP(1)Delayed Draw Term Loan788 — 
SBP Holdings LP(1)SBP Holdings LP(1)Revolver1,065 — SBP Holdings LP(1)Revolver1,065 — 
Scaled Agile, Inc.(1)(2)Scaled Agile, Inc.(1)(2)Delayed Draw Term Loan331 416 Scaled Agile, Inc.(1)(2)Delayed Draw Term Loan331 416 
Scaled Agile, Inc.(1)(2)Scaled Agile, Inc.(1)(2)Revolver336 336 Scaled Agile, Inc.(1)(2)Revolver336 336 
Scout Bidco B.V.(1)(3)Scout Bidco B.V.(1)(3)Delayed Draw Term Loan1,011 2,270 Scout Bidco B.V.(1)(3)Delayed Draw Term Loan— 2,270 
Scout Bidco B.V.(1)(3)Revolver1,053 1,030 
Scout Bidco B.V.(1)(2)(3)Scout Bidco B.V.(1)(2)(3)Revolver1,022 1,030 
Security Holdings B.V.(1)(2)(3)Security Holdings B.V.(1)(2)(3)Delayed Draw Term Loan2,182 2,134 Security Holdings B.V.(1)(2)(3)Delayed Draw Term Loan2,118 2,134 
Security Holdings B.V.(1)(2)(3)Security Holdings B.V.(1)(2)(3)Revolver1,091 1,067 Security Holdings B.V.(1)(2)(3)Revolver1,059 1,067 
Security Holdings B.V.(1)(2)(3)Security Holdings B.V.(1)(2)(3)Revolver529 — 
Sereni Capital NV(1)(2)(3)Sereni Capital NV(1)(2)(3)Delayed Draw Term Loan673 — 
Sereni Capital NV(1)(3)Sereni Capital NV(1)(3)Delayed Draw Term Loan694 — Sereni Capital NV(1)(3)Term Loan— 109 
Sereni Capital NV(1)(2)(3)Term Loan— 109 
Sinari Invest(1)(2)(3)Sinari Invest(1)(2)(3)Delayed Draw Term Loan665 — 
Smartling, Inc.(1)(2)Smartling, Inc.(1)(2)Delayed Draw Term Loan— 1,978 Smartling, Inc.(1)(2)Delayed Draw Term Loan— 1,978 
Smartling, Inc.(1)(2)Revolver1,176 1,176 
Smartling, Inc.(1)Smartling, Inc.(1)Revolver1,176 1,176 
SmartShift Group, Inc.(1)(2)SmartShift Group, Inc.(1)(2)Delayed Draw Term Loan3,440 — 
SmartShift Group, Inc.(1)(2)SmartShift Group, Inc.(1)(2)Revolver1,651 — 
Smile Brands Group, Inc.(1)(2)Smile Brands Group, Inc.(1)(2)Delayed Draw Term Loan— 38 Smile Brands Group, Inc.(1)(2)Delayed Draw Term Loan— 38 
Soho Square III Debtco II SARL(1)(2)(4)Delayed Draw Term Loan1,192 3,383 
Soho Square III Debtco II SARL(1)(4)Soho Square III Debtco II SARL(1)(4)Delayed Draw Term Loan1,135 3,383 
Solo Buyer, L.P.(1)(2)Solo Buyer, L.P.(1)(2)Revolver1,596 1,995 Solo Buyer, L.P.(1)(2)Revolver1,596 1,995 
Sparus Holdings, LLC (f/k/a Sparus Holdings, Inc.)(1)Sparus Holdings, LLC (f/k/a Sparus Holdings, Inc.)(1)Delayed Draw Term Loan399 666 Sparus Holdings, LLC (f/k/a Sparus Holdings, Inc.)(1)Delayed Draw Term Loan399 666 
Sparus Holdings, LLC (f/k/a Sparus Holdings, Inc.)(1)Sparus Holdings, LLC (f/k/a Sparus Holdings, Inc.)(1)Revolver98 156 Sparus Holdings, LLC (f/k/a Sparus Holdings, Inc.)(1)Revolver98 156 
Spatial Business Systems LLC(1)Spatial Business Systems LLC(1)Delayed Draw Term Loan7,500 7,500 Spatial Business Systems LLC(1)Delayed Draw Term Loan1,875 7,500 
Spatial Business Systems LLC(1)Spatial Business Systems LLC(1)Revolver1,406 1,406 Spatial Business Systems LLC(1)Revolver1,406 1,406 
SSCP Pegasus Midco Limited(1)(4)Delayed Draw Term Loan4,929 4,664 
SSCP Pegasus Midco Limited(1)(2)(4)SSCP Pegasus Midco Limited(1)(2)(4)Delayed Draw Term Loan3,944 4,664 
Superjet Buyer, LLC(1)Superjet Buyer, LLC(1)Revolver1,825 1,825 Superjet Buyer, LLC(1)Revolver1,369 1,825 
Syntax Systems Ltd(1)(2)Syntax Systems Ltd(1)(2)Delayed Draw Term Loan1,933 1,933 Syntax Systems Ltd(1)(2)Delayed Draw Term Loan1,933 1,933 
Syntax Systems Ltd(1)(2)Syntax Systems Ltd(1)(2)Revolver337 337 Syntax Systems Ltd(1)(2)Revolver337 337 
Tank Holding Corp(1)(2)Tank Holding Corp(1)(2)Delayed Draw Term Loan925 — Tank Holding Corp(1)(2)Delayed Draw Term Loan925 — 
Tank Holding Corp(1)(2)Tank Holding Corp(1)(2)Revolver218 698 Tank Holding Corp(1)(2)Revolver189 698 
Tanqueray Bidco Limited(1)(2)(4)Capex Facility1,150 1,088 
Techone B.V.(1)(3)Revolver311 203 
Tanqueray Bidco Limited(1)(4)Tanqueray Bidco Limited(1)(4)Capex Facility1,104 1,088 
Techone B.V.(1)(2)(3)Techone B.V.(1)(2)(3)Revolver302 203 
Tencarva Machinery Company, LLC(1)Tencarva Machinery Company, LLC(1)Revolver1,129 1,129 Tencarva Machinery Company, LLC(1)Revolver1,129 1,129 
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)(1)The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)(1)Delayed Draw Term Loan2,811 2,811 The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)(1)Delayed Draw Term Loan2,811 2,811 
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)(1)The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)(1)Revolver827 827 The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)(1)Revolver827 827 
The Cleaver-Brooks Company, Inc.(1)The Cleaver-Brooks Company, Inc.(1)Revolver3,229 2,826 The Cleaver-Brooks Company, Inc.(1)Revolver3,229 2,826 
The Hilb Group, LLC(2)(1)The Hilb Group, LLC(2)(1)Delayed Draw Term Loan854 1,182 The Hilb Group, LLC(2)(1)Delayed Draw Term Loan503 1,182 
Trader Corporation(1)(6)Trader Corporation(1)(6)Revolver353 345 Trader Corporation(1)(6)Revolver346 345 
Trintech, Inc.(1)(2)Trintech, Inc.(1)(2)Revolver383 — 
TSYL Corporate Buyer, Inc.(1)TSYL Corporate Buyer, Inc.(1)Delayed Draw Term Loan1,681 1,681 TSYL Corporate Buyer, Inc.(1)Delayed Draw Term Loan1,681 1,681 
TSYL Corporate Buyer, Inc.(1)TSYL Corporate Buyer, Inc.(1)Revolver177 177 TSYL Corporate Buyer, Inc.(1)Revolver177 177 
Turbo Buyer, Inc.(1)(2)Turbo Buyer, Inc.(1)(2)Delayed Draw Term Loan1,350 1,350 Turbo Buyer, Inc.(1)(2)Delayed Draw Term Loan1,350 1,350 
Union Bidco Limited(1)(2)(4)Union Bidco Limited(1)(2)(4)Acquisition Facility83 78 Union Bidco Limited(1)(2)(4)Acquisition Facility79 78 
United Therapy Holding III GmbH(1)(2)(3)United Therapy Holding III GmbH(1)(2)(3)Acquisition Facility675 1,170 United Therapy Holding III GmbH(1)(2)(3)Acquisition Facility655 1,170 
Unither (Uniholding)(1)(3)Delayed Draw Term Loan473 — 
Unither (Uniholding)(1)(2)(3)Unither (Uniholding)(1)(2)(3)Delayed Draw Term Loan459 — 
USLS Acquisition, Inc.(f/k/a US Legal Support, Inc.)(1)(2)USLS Acquisition, Inc.(f/k/a US Legal Support, Inc.)(1)(2)Delayed Draw Term Loan3,629 3,629 USLS Acquisition, Inc.(f/k/a US Legal Support, Inc.)(1)(2)Delayed Draw Term Loan2,588 3,629 
W2O Holdings, Inc.(1)W2O Holdings, Inc.(1)Delayed Draw Term Loan— 2,622 W2O Holdings, Inc.(1)Delayed Draw Term Loan— 2,622 
Waccamaw River(2)Joint Venture— 2,480 
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Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
Portfolio Company
($ in thousands)
Portfolio Company
($ in thousands)
Investment TypeJune 30, 2023December 31, 2022Portfolio Company
($ in thousands)
Investment TypeSeptember 30, 2023December 31, 2022
Waccamaw River(2)Waccamaw River(2)Joint Venture— 2,480 
West-NR AcquisitionCo., LLC(1)(2)West-NR AcquisitionCo., LLC(1)(2)Delayed Draw Term Loan2,500 — 
Whitcraft Holdings, Inc.(1)(2)Whitcraft Holdings, Inc.(1)(2)Revolver1,886 — Whitcraft Holdings, Inc.(1)(2)Revolver1,886 — 
Woodland Foods, Inc.(1)(2)Woodland Foods, Inc.(1)(2)Line of Credit1,296 456 Woodland Foods, Inc.(1)(2)Line of Credit1,016 456 
WWEC Holdings III Corp(1)(2)Delayed Draw Term Loan3,106 3,106 
WWEC Holdings III Corp(1)(2)Revolver1,739 1,366 
Xeinadin Bidco Limited(1)(4)CAF Term Loan3,286 3,109 
WWEC Holdings III Corp(1)WWEC Holdings III Corp(1)Delayed Draw Term Loan3,106 3,106 
WWEC Holdings III Corp(1)WWEC Holdings III Corp(1)Revolver2,112 1,366 
Xeinadin Bidco Limited(1)(2)(4)Xeinadin Bidco Limited(1)(2)(4)CAF Term Loan2,589 3,109 
ZB Holdco LLC(1)(2)ZB Holdco LLC(1)(2)Delayed Draw Term Loan— 1,352 ZB Holdco LLC(1)(2)Delayed Draw Term Loan— 1,352 
ZB Holdco LLC(1)Revolver845 845 
ZB Holdco LLC(1)(2)ZB Holdco LLC(1)(2)Delayed Draw Term Loan2,932 — 
ZB Holdco LLC(1)(2)ZB Holdco LLC(1)(2)Revolver811 845 
Zeppelin Bidco Limited(1)(2)(4)Zeppelin Bidco Limited(1)(2)(4)Capex / Acquisition Facility2,660 2,516 Zeppelin Bidco Limited(1)(2)(4)Capex / Acquisition Facility2,553 2,516 
Total unused commitments to extend financingTotal unused commitments to extend financing$338,322 $308,532 Total unused commitments to extend financing$338,576 $308,532 
(1)The Adviser’s estimate of the fair value of the current investments in these portfolio companies includes an analysis of the fair value of any unfunded commitments.
(2)Represents a commitment to extend financing to a portfolio company where one or more of the Company’s current investments in the portfolio company are carried at less than cost.
(3)Actual commitment amount is denominated in Euros. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(4)Actual commitment amount is denominated in British pounds sterling. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(5)Actual commitment amount is denominated in Australian dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(6)Actual commitment amount is denominated in Canadian dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(7)Actual commitment amount is denominated in New Zealand dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(8)Actual commitment amount is denominated in Norwegian kroner. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
In the normal course of business, the Company guarantees certain obligations in connection with its portfolio companies (in particular, certain controlled portfolio companies). Under these guarantee arrangements, payments may be required to be made to third parties if such guarantees are called upon or if the portfolio companies were to default on their related obligations, as applicable. As of both JuneSeptember 30, 2023 and December 31, 2022, the Company had guaranteed €9.9 million ($10.810.5 million U.S. dollars and $10.6 million U.S. dollars, respectively) relating to credit facilities among Erste Bank and MVC Automotive Group Gmbh (“MVC Auto”) that mature in December 2025. The Company would be required to make payments to Erste Bank if MVC Auto were to default on their related payment obligations. None of the credit facility guarantees are recorded as a liability on the Company’s Unaudited and Audited Consolidated Balance Sheets, as such the credit facility liabilities are considered in the valuation of the investments in MVC Auto. The guarantees denominated in foreign currencies were translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
Neither the Company, the Adviser, nor the Company’s subsidiaries are currently subject to any material pending legal proceedings, other than ordinary routine litigation incidental to their respective businesses. The Company, the Adviser, and the Company’s subsidiaries may from time to time, however, be involved in litigation arising out of operations in the normal course of business or otherwise, including in connection with strategic transactions. Furthermore, third parties may seek to impose liability on the Company in connection with the activities of its portfolio companies. While the outcome of any current legal proceedings cannot at this time be predicted with certainty, the Company does not expect any current matters will materially affect its financial condition or results of operations; however, there can be no assurance whether any pending legal proceedings will have a material adverse effect on the Company’s financial condition or results of operations in any future reporting period.
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Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
8. FINANCIAL HIGHLIGHTS
The following is a schedule of financial highlights for the sixnine months ended JuneSeptember 30, 2023 and 2022:
Six Months Ended June 30, Nine Months Ended September 30,
($ in thousands, except share and per share amounts)($ in thousands, except share and per share amounts)20232022($ in thousands, except share and per share amounts)20232022
Per share data:Per share data:Per share data:
Net asset value at beginning of periodNet asset value at beginning of period$11.05 $11.36 Net asset value at beginning of period$11.05 $11.36 
Net investment income (1)Net investment income (1)0.57 0.52 Net investment income (1)0.88 0.78 
Net realized gain (loss) on investments / foreign currency transactions (1)(0.55)(0.09)
Net unrealized appreciation (depreciation) on investments / CSAs / foreign currency transactions (1)0.72 (0.43)
Net realized gain (loss) on investments / foreign currency transactions / forward currency contracts (1)Net realized gain (loss) on investments / foreign currency transactions / forward currency contracts (1)(0.71)(0.02)
Net unrealized appreciation (depreciation) on investments / CSAs / foreign currency transactions / forward currency contracts (1)Net unrealized appreciation (depreciation) on investments / CSAs / foreign currency transactions / forward currency contracts (1)0.74 (0.67)
Total increase (decrease) from investment operations (1)Total increase (decrease) from investment operations (1)0.74 — Total increase (decrease) from investment operations (1)0.91 0.09 
Dividends/distributions paid to stockholders from net investment incomeDividends/distributions paid to stockholders from net investment income(0.50)(0.47)Dividends/distributions paid to stockholders from net investment income(0.76)(0.71)
Sierra Merger (See Note 9) (2)Sierra Merger (See Note 9) (2)— 0.10 Sierra Merger (See Note 9) (2)— 0.10 
Deemed contribution - CSA (See Note 9)Deemed contribution - CSA (See Note 9)— 0.40 Deemed contribution - CSA (See Note 9)— 0.40 
Purchases of shares in share repurchase planPurchases of shares in share repurchase plan0.05 0.02 Purchases of shares in share repurchase plan0.05 0.04 
Net asset value at end of periodNet asset value at end of period$11.34 $11.41 Net asset value at end of period$11.25 $11.28 
Market value at end of period (3)Market value at end of period (3)$7.84 $9.31 Market value at end of period (3)$8.91 $8.27 
Shares outstanding at end of periodShares outstanding at end of period106,516,166 109,785,892 Shares outstanding at end of period106,516,166 108,882,105 
Net assets at end of periodNet assets at end of period$1,207,597 $1,252,875 Net assets at end of period$1,198,224 $1,228,061 
Average net assetsAverage net assets$1,207,613 $1,121,688 Average net assets$1,212,397 $1,167,772 
Ratio of total expenses, including loss on extinguishment of debt and provision for taxes, to average net assets (annualized) (4)Ratio of total expenses, including loss on extinguishment of debt and provision for taxes, to average net assets (annualized) (4)13.50 %9.00 %Ratio of total expenses, including loss on extinguishment of debt and provision for taxes, to average net assets (annualized) (4)13.06 %8.98 %
Ratio of net investment income to average net assets (annualized)Ratio of net investment income to average net assets (annualized)10.12 %9.05 %Ratio of net investment income to average net assets (annualized)10.39 %8.99 %
Portfolio turnover ratio (annualized) (5)Portfolio turnover ratio (annualized) (5)8.95 %26.75 %Portfolio turnover ratio (annualized) (5)13.21 %38.41 %
Total return (6)Total return (6)2.47 %(11.51)%Total return (6)19.86 %(19.45)%
(1)Weighted average per share data—basic and diluted; per share data was derived by using the weighted average shares outstanding during the applicable period.
(2)Includes the impact of the share issuance and deemed contribution from Barings LLC associated with the Sierra Merger.
(3)Represents the closing price of the Company’s common stock on the last day of the period.
(4)Does not include expenses of underlying investment companies, including joint ventures.
(5)Portfolio turnover ratio as of JuneSeptember 30, 2022 excludes the impact of the Sierra Merger.
(6)Total return is based on purchase of stock at the current market price on the first day and a sale at the current market price on the last day of each period reported on the table and assumes reinvestment of dividends at prices obtained by the Company’s dividend reinvestment plan during the period. Total return is not annualized.
9. SIERRA MERGER
On February 25, 2022, the Company completed the Sierra Merger pursuant to the terms and conditions of that certain Agreement and Plan of Merger (the “Sierra Merger Agreement”), dated as of September 21, 2021, by and among the Company, Mercury Acquisition Sub, Inc., a Maryland corporation and a direct wholly owned subsidiary of the Company (“Sierra Acquisition Sub”), Sierra, a Maryland corporation, and Barings. To effect the acquisition, Sierra Acquisition Sub merged with and into Sierra, with Sierra surviving the merger as the Company’s wholly owned subsidiary (the “First Sierra Merger”). Immediately thereafter, Sierra merged with and into the Company, with the Company as the surviving company (the “Second Sierra Merger” and, together with the First Sierra Merger, the “Sierra Merger”). The Sierra Merger has been treated as a “reorganization” within the meaning of Section 368(a)(1)(A) of the Code.
Pursuant to the Sierra Merger Agreement, Sierra stockholders received the right to the following merger consideration in exchange for each share of Sierra common stock issued and outstanding immediately prior to the effective time of the First Sierra Merger (excluding any shares cancelled pursuant to the Sierra Merger Agreement): (i) approximately $0.9783641 per share in cash, without interest, from Barings and (ii) 0.44973 of a validly issued, fully paid and non-assessable share of the Company’s common stock. The Company issued approximately 45,986,926 shares of its common stock to Sierra’s former stockholders in connection with the Sierra Merger, thereby resulting in the Company’s then-existing stockholders owning approximately 58.7% of the combined company and Sierra’s former stockholders owning approximately 41.3% of the combined company.
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Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
In connection with the completion of the Sierra Merger, the Board affirmed the Company’s commitment to make open-market purchases of shares of its common stock in an aggregate amount of up to $30.0 million at then-current market prices at any time shares trade below 90% of the Company’s then most recently disclosed NAV per share. Any repurchases pursuant to the authorized program will occur during the 12-month period commencing on April 1, 2022 and are expected to be made in accordance with a Rule 10b5-1 purchase plan that qualifies for the safe harbors provided by Rules 10b5-1 and 10b-18 under the Exchange Act, as well as subject to compliance with the Company’s covenant and regulatory requirements. During the year ended December 31, 2022, the Company repurchased the maximum amount of $30.0 million of common stock authorized under the Sierra share repurchase program.
In connection with the Sierra Merger, on February 25, 2022, the Company entered into the Second Amended Barings BDC Advisory Agreement with the Adviser. Promptly following the closing of the Sierra Merger, the Company also entered into the Sierra Credit Support Agreement with Barings. See “Note 2 - Agreements and Related Party Transactions” for more information regarding the Second Amended Barings BDC Advisory Agreement and the Sierra Credit Support Agreement.
The Sierra Merger was accounted for in accordance with the asset acquisition method of accounting as detailed in ASC 805-50, Business Combinations-Related Issues. Under asset acquisition accounting, acquiring assets in groups not only requires ascertaining the cost of the asset (or net assets), but also allocating that cost to the individual assets (or individual assets and liabilities) that make up the group. Per ASC 805-50-30-1, the acquired assets (as a group) are recognized based on their cost to the acquiring entity, which generally includes transaction costs of the asset acquisition, and no gain or loss is recognized unless the fair value of noncash assets given as consideration differs from the assets carrying amounts on the acquiring entity’s records. ASC 805-50-30-2 goes on to say asset acquisitions in which the consideration given is cash are measured by the amount of cash paid. However, if the consideration given is not in the form of cash (that is, in the form of noncash assets, liabilities incurred, or equity interests issued), measurement is based on the cost to the acquiring entity or the fair value of the assets (or net assets) acquired, whichever is more clearly evident and, thus, more reliably measured.
The fair value of the merger consideration paid by the Company was allocated to the assets acquired and liabilities assumed based on their relative fair values as of the date of acquisition and did not give rise to goodwill. Since the fair value of the net assets acquired exceeded the fair value of the merger consideration paid by the Company, the Company recognized a deemed contribution from the Adviser.
The following table summarizes the allocation of the purchase price to the assets acquired and liabilities assumed as a result of the Sierra Merger:
($ in thousands)
Common stock issued by the Company$499,418 
Cash consideration paid by the Company(1)10,670 
Deemed contribution from Barings LLC27,729 
Total purchase price$537,817 
Assets acquired:
Investments(2)$442,198 
Cash102,006 
Other assets(3)3,519 
Total assets acquired$547,723 
Liabilities assumed(4)(9,906)
Net assets acquired$537,817 
(1)The Company incurred $10.6 million in professional fees and other costs related to the Sierra Merger, including $4.0 million in investment banking fees.
(2)Investments acquired were recorded at fair value, which is also the Company's initial cost basis
(3)Other assets acquired in the Sierra Merger consisted of the following:
($ in thousands)
Interest and fees receivable$2,874 
Escrow receivable645 
Total$3,519 
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Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
(4)Liabilities assumed in the Sierra Merger consisted of the following:
($ in thousands)
Accrued merger expenses$3,327 
Current and deferred tax liability3,814 
Other liabilities2,765 
Total$9,906 
10. SUBSEQUENT EVENTS
On AugustNovember 9, 2023, the Board declared a quarterly distribution of $0.26 per share payable on SeptemberDecember 13, 2023 to holders of record as of SeptemberDecember 6, 2023.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion is designed to provide a better understanding of our Unaudited Consolidated Financial Statements for the three and sixnine months ended JuneSeptember 30, 2023, including a brief discussion of our business, key factors that impacted our performance and a summary of our operating results. The following discussion should be read in conjunction with the Unaudited Consolidated Financial Statements and the notes thereto included in Item 1 of this Quarterly Report on Form 10-Q, and the Consolidated Financial Statements and notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the year ended December 31, 2022. Historical results and percentage relationships among any amounts in the financial statements are not necessarily indicative of trends in operating results for any future periods.
Forward-Looking Statements
Some of the statements in this Quarterly Report constitute forward-looking statements because they relate to future events or our future performance or financial condition. Forward-looking statements may include, among other things, statements as to our future operating results, our business prospects and the prospects of our portfolio companies, the impact of the investments that we expect to make, the ability of our portfolio companies to achieve their objectives, our expected financings and investments, the adequacy of our cash resources and working capital, and the timing of cash flows, if any, from the operations of our portfolio companies. Words such as “expect,” “anticipate,” “target,” “goals,” “project,” “intend,” “plan,” “believe,” “seek,” “estimate,” “continue,” “forecast,” “may,” “should,” “potential,” variations of such words, and similar expressions indicate a forward-looking statement, although not all forward-looking statements include these words. Readers are cautioned that the forward-looking statements contained in this Quarterly Report are only predictions, are not guarantees of future performance, and are subject to risks, events, uncertainties and assumptions that are difficult to predict. Our actual results could differ materially from those implied or expressed in the forward-looking statements for any reason, including the items discussed herein, in Item 1A titled “Risk Factors” in Part I of our Annual Report on Form 10-K for the year ended December 31, 2022 and in Item 1A titled “Risk Factors” in Part II of our subsequently filed Quarterly Reports on Form 10-Q or in other reports that we may file with the Securities and Exchange Commission (the “SEC”) from time to time. Other factors that could cause our actual results and financial condition to differ materially include, but are not limited to, changes in political, economic or industry conditions, including the risks of a slowing economy, rising inflation and risk of recession, and volatility in the financial services sector, including bank failures; the interest rate environment or conditions affecting the financial and capital markets; the impact of global health crises, on our or our portfolio companies’ business and the U.S. and global economies; our, or our portfolio companies’, future business, operations, operating results or prospects; risks associated with possible disruption due to terrorism in our operations or the economy generally; and future changes in laws or regulations and conditions in our or our portfolio companies’ operating areas. These statements are based on our current expectations, estimates, forecasts, information and projections about the industry in which we operate and the beliefs and assumptions of our management as of the date of filing of this Quarterly Report. We assume no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless we are required to do so by law. Although we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that we may make directly to you or through reports that we in the future may file with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.
Overview of Our Business
We are a Maryland corporation incorporated on October 10, 2006. In August 2018, in connection with the closing of an externalization transaction through which Barings LLC (“Barings” or the “Adviser”) agreed to become our external investment adviser, we entered into an investment advisory agreement (the “Original Advisory Agreement”) and an administration agreement (the “Administration Agreement”) with Barings. In connection with the completion of our acquisition of MVC Capital, Inc., a Delaware corporation, on December 23, 2020 (the “MVC Acquisition”), we entered into an amended and restated investment advisory agreement (the “Amended and Restated Advisory Agreement”) with Barings on December 23, 2020, following approval of the Amended and Restated Advisory Agreement by our stockholders at our December 23, 2020 special meeting of stockholders. The terms of the Amended and Restated Advisory Agreement became effective on January 1, 2021. In connection with the completion of the Sierra Merger (as defined below), on February 25, 2022, we entered into a second amended and restated investment advisory agreement (the “Second Amended Barings BDC Advisory Agreement”) with the Adviser. On June 24, 2023, we entered into the third amended and restated advisory agreement with the Adviser in order to update the term of the agreement to expire on June 24th of each year subject to annual re-approval in accordance with its terms (the “New Barings BDC Advisory Agreement”). All other terms and provisions of the Second Amended Barings BDC Advisory Agreement between us the Adviser, including with respect to the calculation of the fees payable to the Adviser, remained unchanged under the New Barings BDC Advisory Agreement. Under the terms of the New Barings BDC Advisory
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Agreement and the Administration Agreement, Barings serves as our investment adviser and administrator and manages our investment portfolio and performs (or oversees, or arranges for, the performance of) the administrative services necessary for our operation.
An externally-managed BDCbusiness development company (“BDC”) generally does not have any employees, and its investment and management functions are provided by an outside investment adviser and administrator under an advisory agreement and administration agreement. Instead of directly compensating employees, we pay Barings for investment management and administrative services pursuant to the terms of an investment advisory agreement and an administration agreement. Under the terms of the New Barings BDC Advisory Agreement, the fees paid to Barings for managing our affairs are determined based upon an objective and fixed formula, as compared with the subjective and variable nature of the costs associated with employing management and employees in an internally-managed BDC structure, which include bonuses that cannot be directly tied to Company performance because of restrictions on incentive compensation under the Investment Company Act of 1940, as amended (the “1940 Act”).
Beginning in August 2018, Barings shifted our investment focus to invest in syndicated senior secured loans, bonds and other fixed income securities. Since that time, Barings has transitioned our portfolio to primarily senior secured private debt investments in well-established middle-market businesses that operate across a wide range of industries. Barings’ existing SEC co-investment exemptive relief under the 1940 Act (the “Exemptive Relief”) permits us and Barings’ affiliated private and SEC-registered funds to co-invest in Barings-originated loans, which allows Barings to efficiently implement its senior secured private debt investment strategy for us.
Barings employs fundamental credit analysis, and targets investments in businesses with relatively low levels of cyclicality and operating risk. The holding size of each position will generally be dependent upon a number of factors including total facility size, pricing and structure, and the number of other lenders in the facility. Barings has experience managing levered vehicles, both public and private, and will seek to enhance our returns through the use of leverage with a prudent approach that prioritizes capital preservation. Barings believes this strategy and approach offers attractive risk/return with lower volatility given the potential for fewer defaults and greater resilience through market cycles. A significant portion of our investments are expected to be rated below investment grade by rating agencies or, if unrated would be rated below investment grade if they were rated. Below investment grade securities, which are often referred to as “junk,” have predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal.
We generate revenues in the form of interest income, primarily from our investments in debt securities, loan origination and other fees and dividend income. Fees generated in connection with our debt investments are recognized over the life of the loan using the effective interest method or, in some cases, recognized as earned. Our senior secured, middle-market, private debt investments generally have terms of between five and seven years. Our senior secured, middle-market, first lien private debt investments generally bear interest between the Secured Overnight Financing Rate (“SOFR”) (or the applicable currency rate for investments in foreign currencies) plus 475 basis points and SOFR plus 675 basis points per annum. Our subordinated middle-market, private debt investments generally bear interest between SOFR (or the applicable currency rate for investments in foreign currencies) plus 700 basis points and SOFR plus 900 basis points per annum if floating rate, and between 8% and 15% if fixed rate. From time to time, certain of our investments may have a form of interest, referred to as payment-in-kind (“PIK”) interest, which is not paid currently but is instead accrued and added to the loan balance and paid at the end of the term.
As of JuneSeptember 30, 2023 and December 31, 2022, the weighted average yield on the principal amount of our outstanding debt investments other than non-accrual debt investments was approximately 10.4%10.6% and 9.7%, respectively. The weighted average yield on the principal amount of all of our outstanding debt investments (including non-accrual debt investments) was approximately 10.0%10.1% and 9.1% as of JuneSeptember 30, 2023 and December 31, 2022, respectively.
Sierra Income Corporation Acquisition
On February 25, 2022, we completed our acquisition of Sierra Income Corporation, a Maryland corporation (“Sierra”), pursuant to the terms and conditions of that certain Agreement and Plan of Merger (the “Sierra Merger Agreement”), dated as of September 21, 2021, with Sierra, Mercury Acquisition Sub, Inc., a Maryland corporation and our direct wholly owned subsidiary (“Sierra Acquisition Sub”), and Barings. To effect the acquisition, Sierra Acquisition Sub merged with and into Sierra, with Sierra surviving the merger as our wholly owned subsidiary (the “First Sierra Merger”). Immediately thereafter, Sierra merged with and into us, with Barings BDC, Inc. as the surviving company (the “Second Sierra Merger” and, together with the First Sierra Merger, the “Sierra Merger”).
Pursuant to the Sierra Merger Agreement, each share of Sierra common stock, par value $0.001 per share (the “Sierra Common Stock”), issued and outstanding immediately prior to the effective time of the First Sierra Merger (other than shares of Sierra Common Stock issued and outstanding immediately prior to the effective time of the First Sierra Merger that were held
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by a subsidiary of Sierra or held, directly or indirectly, by us or Sierra Acquisition Sub) was converted into the right to receive (i) an amount in cash from Barings, without interest, equal to $0.9783641, and (ii) 0.44973 shares of our common stock, plus any cash in lieu of fractional shares. As a result of the Sierra Merger, former Sierra stockholders received approximately 46.0 million shares of our common stock for their shares of Sierra Common Stock.
In connection with the Sierra Merger, on February 25, 2022, following the closing of the Sierra Merger, we entered into (1) the Second Amended Barings BDC Advisory Agreement, and (2) a credit support agreement (the “Sierra Credit Support Agreement”) with Barings, pursuant to which Barings has agreed to provide credit support to us in the amount of up to $100.0 million relating to the net cumulative realized and unrealized losses on the acquired Sierra investment portfolio over a 10-year period. See “Note 2. Agreements and Related Party Transactions” and “Note. 6 Derivative Instruments” in the Notes to our Unaudited Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for more information.
In addition, in connection with the Sierra Merger, we committed to make open-market purchases of our common stock, pursuant to Rule 10b-18 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and subject to our compliance with our covenant and regulatory requirements, shares of our common stock in an aggregate amount of up to $30.0 million at then-current market prices at any time the shares of our common stock trade below 90% of our then most recently disclosed net asset valueNAV per share during the 12-month period commencing on April 1, 2022.
Relationship with Our Adviser, Barings
Our investment adviser, Barings, a wholly-owned subsidiary of Massachusetts Mutual Life Insurance Company, is a leading global asset management firm and is registered with the SEC as an investment adviser under the Investment Advisers Act of 1940, as amended. Barings’ primary investment capabilities include fixed income, private credit, real estate, equity, and alternative investments. Subject to the overall supervision of our Board of Directors (the “Board”), Barings’ Global Private Finance Group (“Barings GPFG”) manages our day-to-day operations, and provides investment advisory and management services to us. Barings GPFG is part of Barings’ $271.4$270.0 billion Global Fixed Income Platform (as of JuneSeptember 30, 2023) that invests in liquid, private and structured credit. Barings GPFG also advises private funds and separately managed accounts, along with multiple public vehicles.
Among other things, Barings (i) determines the composition of our portfolio, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identifies, evaluates and negotiates the structure of the investments made by us; (iii) executes, closes, services and monitors the investments that we make; (iv) determines the securities and other assets that we will purchase, retain or sell; (v) performs due diligence on prospective portfolio companies and (vi) provides us with such other investment advisory, research and related services as we may, from time to time, reasonably require for the investment of our funds.
Under the terms of the Administration Agreement, Barings (in its capacity as our Administrator) performs (or oversees, or arranges for, the performance of) the administrative services necessary for our operation, including, but not limited to, office facilities, equipment, clerical, bookkeeping and record keeping services at such office facilities and such other services as Barings, subject to review by the Board, will from time to time determine to be necessary or useful to perform its obligations under the Administration Agreement. Barings also, on our behalf and subject to the Board’s oversight, arranges for the services of, and oversees, custodians, depositories, transfer agents, dividend disbursing agents, other stockholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable. Barings is responsible for the financial and other records that we are required to maintain and will prepare all reports and other materials required to be filed with the SEC or any other regulatory authority.
Included in Barings GPFG is Barings North American Private Finance Team (the “U.S. Investment Team”), which consists of 5052 investment professionals (as of JuneSeptember 30, 2023) located in three offices in the U.S.United States. The U.S. Investment Team provides a full set of solutions to the North American middle market, including revolvers, first and second lien senior secured loans, unitranche structures, mezzanine debt and equity co-investments. The U.S. Investment Team averages over 20 years of industry experience at the Managing Director and Director level. In addition, Barings believes that it has best-in-class support personnel, including expertise in risk management, legal, accounting, tax, information technology and compliance, among others. We expect to benefit from the support provided by these personnel in our operations.
117



Stockholder Approval of Reduced Asset Coverage Ratio
On July 24, 2018, our stockholders voted at a special meeting of stockholders (the “2018 Special Meeting”) to approve a proposal to authorize us to be subject to a reduced asset coverage ratio of at least 150% under the 1940 Act. As a result of the stockholder approval at the 2018 Special Meeting, effective July 25, 2018, our applicable asset coverage ratio under the 1940 Act has been decreased to 150% from 200%. As a result, we are permitted under the 1940 Act to incur indebtedness at a level which is more consistent with a portfolio of senior secured debt. As of JuneSeptember 30, 2023, our asset coverage ratio was 180.6%178.2%.
Portfolio Composition
The total value of our investment portfolio was $2,506.0$2,521.6 million as of JuneSeptember 30, 2023, as compared to $2,448.9 million as of December 31, 2022. As of JuneSeptember 30, 2023, we had investments in 328335 portfolio companies with an aggregate cost of $2,554.7$2,576.2 million. As of December 31, 2022, we had investments in 322 portfolio companies with an aggregate cost of $2,562.4 million. As of both JuneSeptember 30, 2023 and December 31, 2022, none of our portfolio investments represented greater than 10% of the total fair value of our investment portfolio.
As of JuneSeptember 30, 2023 and December 31, 2022, our investment portfolio consisted of the following investments:
($ in thousands)($ in thousands)CostPercentage of
Total
Portfolio
Fair ValuePercentage of
Total
Portfolio
($ in thousands)CostPercentage of
Total
Portfolio
Fair ValuePercentage of
Total
Portfolio
June 30, 2023:
September 30, 2023:September 30, 2023:
Senior debt and 1st lien notes
Senior debt and 1st lien notes
$1,748,615 69 %$1,700,975 68 %
Senior debt and 1st lien notes
$1,751,992 68 %$1,700,689 67 %
Subordinated debt and 2nd lien notesSubordinated debt and 2nd lien notes265,943 10 246,997 10 Subordinated debt and 2nd lien notes277,176 11 257,633 10 
Structured productsStructured products98,301 81,068 Structured products105,045 89,731 
Equity sharesEquity shares291,794 11 356,201 14 Equity shares293,210 11 355,690 14 
Equity warrantsEquity warrants178 — 1,144 — Equity warrants178 — 1,246 — 
Investment in joint ventures / PE fundInvestment in joint ventures / PE fund149,874 119,607 Investment in joint ventures / PE fund148,596 116,646 
$2,554,705 100 %$2,505,992 100 %$2,576,197 100 %$2,521,635 100 %
December 31, 2022:December 31, 2022:December 31, 2022:
Senior debt and 1st lien notes
Senior debt and 1st lien notes
$1,752,943 69 %$1,696,192 69 %
Senior debt and 1st lien notes
$1,752,943 69 %$1,696,192 69 %
Subordinated debt and 2nd lien notesSubordinated debt and 2nd lien notes326,639 13 263,139 11 Subordinated debt and 2nd lien notes326,639 13 263,139 11 
Structured productsStructured products88,805 73,550 Structured products88,805 73,550 
Equity sharesEquity shares230,188 284,570 12 Equity shares230,188 284,570 12 
Equity warrantsEquity warrants178 — 1,057 — Equity warrants178 — 1,057 — 
Investment in joint ventures / PE fundInvestment in joint ventures / PE fund163,645 130,427 Investment in joint ventures / PE fund163,645 130,427 
$2,562,398 100 %$2,448,935 100 %$2,562,398 100 %$2,448,935 100 %
Investment Activity
During the sixnine months ended JuneSeptember 30, 2023, we made 1525 new investments totaling $81.4$156.8 million, made investments in existing portfolio companies totaling $71.6$134.2 million and made a $55.0 million equity co-investment alongside certain affiliates in a portfolio company that specializes in providing financing to plaintiff law firms engaged in mass tort and other civil litigation. We had nine10 loans repaid totaling $58.2$76.3 million and received $38.3$69.0 million of portfolio company principal payments, recognizing a loss on these repayments of $0.7 million. We received $16.3$17.5 million of return of capital from our joint ventures and equity investments. In addition, we received $25.4$34.0 million for the sale of loans, recognizing a net realized loss on these transactions of $44.0$49.0 million, and sold $46.5$91.5 million of middle-market portfolio debt investments to our joint ventures realizing a gainloss on these transactions of $0.1$0.3 million. In addition, investments in twothree portfolio companies were restructured, which resulted in a loss of $2.0$5.0 million. Lastly, we received proceeds related to the sale of equity investments totaling $4.3$4.8 million and recognized a net realized gainloss on such sales totaling $1.1$7.2 million.
118



During the sixnine months ended JuneSeptember 30, 2022, we made 4869 new investments totaling $495.2$681.2 million, purchased $442.2 million of investments as part of the Sierra Merger, made investments in existing portfolio companies totaling $173.5$221.7 million and made additional investments in joint venture equity portfolio companies totaling $13.8 million. We had 2129 loans repaid totaling $178.3$238.3 million, received $22.5$46.6 million of portfolio company principal payments and received $35.5$56.5 million of return of capital from our joint ventures. In addition, we sold $101.7$185.9 million of loans, recognizing a net realized loss on these transactions of $6.1$9.7 million, and sold $132.3$177.4 million of middle-market portfolio company debt investments to one of our joint ventures and realized a loss on these transactions of $0.2$5.6 million. We received proceeds related to the sale of equity investments totaling $1.7$1.9 million, a distribution from one of our portfolio companies totaling $6.2 million and recognized a net realized lossgain on such sales and distributions totaling $0.7$5.6 million. Lastly, we exchanged a debt investment totaling $13.8 million in one portfolio company for equity totaling $13.9 million and realized a loss on such exchange of $0.8 million.
Total portfolio investment activity for the sixnine months ended JuneSeptember 30, 2023 and 2022 was as follows:
Six Months Ended
June 30, 2023:
($ in thousands)
Senior Debt
and 1st Lien
Notes
Subordinated Debt and 2nd Lien NotesStructured ProductsEquity
Shares
Equity WarrantsInvestments in Joint Ventures / PE FundTotal
Nine Months Ended
September 30, 2023:
($ in thousands)
Nine Months Ended
September 30, 2023:
($ in thousands)
Senior Debt
and 1st Lien
Notes
Subordinated Debt and 2nd Lien NotesStructured ProductsEquity
Shares
Equity WarrantsInvestments in Joint Ventures / PE FundTotal
Fair value, beginning of periodFair value, beginning of period$1,696,192 $263,139 $73,550 $284,570 $1,057 $130,427 $2,448,935 Fair value, beginning of period$1,696,192 $263,139 $73,550 $284,570 $1,057 $130,427 $2,448,935 
New investmentsNew investments131,734 11,478 13,479 61,143 — 2,480 220,314 New investments237,812 32,722 22,669 69,685 — 2,480 365,368 
Proceeds from sales of investments/return of capitalProceeds from sales of investments/return of capital(78,883)(2,800)(2,631)(4,347)— (16,251)(104,912)Proceeds from sales of investments/return of capital(139,593)(2,800)(4,404)(4,844)— (17,530)(169,171)
Loan origination fees receivedLoan origination fees received(2,825)(51)— — — — (2,876)Loan origination fees received(5,801)(51)— — — — (5,852)
Principal repayments receivedPrincipal repayments received(60,241)(32,216)(1,364)— — — (93,821)Principal repayments received(94,861)(43,999)(2,042)— — — (140,902)
Payment-in-kind interest/dividendPayment-in-kind interest/dividend4,240 6,058 3,711 — — 14,009Payment-in-kind interest/dividend6,326 7,674 — 5,331 — — 19,331 
Accretion of loan premium/discountAccretion of loan premium/discount480 455 11 — — — 946 Accretion of loan premium/discount612 495 17 — — — 1,124 
Accretion of deferred loan origination revenueAccretion of deferred loan origination revenue3,813 281 — — — 4,094 Accretion of deferred loan origination revenue5,605 437 — — — — 6,042 
Realized gain (loss)Realized gain (loss)(2,645)(43,901)1,100(45,446)Realized gain (loss)(11,090)(43,902)(7,150)(62,142)
Unrealized appreciation (depreciation)Unrealized appreciation (depreciation)9,11044,554(1,977)10,024872,95164,749 Unrealized appreciation (depreciation)5,48743,918(59)8,0981891,26958,902 
Fair value, end of periodFair value, end of period$1,700,975 $246,997 $81,068 $356,201 $1,144 $119,607 $2,505,992 Fair value, end of period$1,700,689 $257,633 $89,731 $355,690 $1,246 $116,646 $2,521,635 

Six Months Ended
June 30, 2022:
($ in thousands)
Senior Debt
and 1st Lien
Notes
Subordinated Debt and 2nd Lien NotesStructured ProductsEquity
Shares
Equity WarrantsInvestments in Joint Ventures / PE FundTotal
Nine Months Ended
September 30, 2022:
($ in thousands)
Nine Months Ended
September 30, 2022:
($ in thousands)
Senior Debt
and 1st Lien
Notes
Subordinated Debt and 2nd Lien NotesStructured ProductsEquity
Shares
Equity WarrantsInvestments in Joint Ventures / PE FundTotal
Fair value, beginning of periodFair value, beginning of period$1,221,598 $240,037 $40,271 $154,477 $1,107 $143,104 $1,800,594 Fair value, beginning of period$1,221,598 $240,037 $40,271 $154,477 $1,107 $143,104 $1,800,594 
New investmentsNew investments539,897 80,753 7,060 55,006 — 13,797 696,513 New investments746,494 89,750 7,061 73,532 13,797 930,638 
Investments acquired in Sierra mergerInvestments acquired in Sierra merger235,770 66,662 46,666 7,065 72 85,963 442,198 Investments acquired in Sierra merger235,770 66,662 46,666 7,065 72 85,963 442,198 
Proceeds from sales of investments(227,678)(14,754)(5,389)(1,607)(250)(35,490)(285,168)
Proceeds from sales of investments/return of capitalProceeds from sales of investments/return of capital(346,876)(21,555)(6,421)(1,632)(250)(62,730)(439,464)
Loan origination fees receivedLoan origination fees received(10,371)(1,121)— — — — (11,492)Loan origination fees received(14,660)(1,303)— — — — (15,963)
Principal repayments receivedPrincipal repayments received(175,265)(22,610)(2,888)— — — (200,763)Principal repayments received(227,458)(56,443)(3,272)— — — (287,173)
Payment-in-kind interest/dividendPayment-in-kind interest/dividend2,125 8,939 — — — — 11,064 Payment-in-kind interest/dividend3,695 9,320 — 206 — — 13,221 
Accretion of loan premium/discountAccretion of loan premium/discount1,146 83 11 — — — 1,240 Accretion of loan premium/discount1,403 137 16 — — — 1,556 
Accretion of deferred loan origination revenueAccretion of deferred loan origination revenue4,339 974 — — — — 5,313 Accretion of deferred loan origination revenue6,818 1,761 — — — — 8,579 
Realized gain (loss)Realized gain (loss)(5,551)(1,505)153(760)(7,663)Realized gain (loss)(13,544)(2,567)177(760)6,181(10,513)
Unrealized appreciation (depreciation)Unrealized appreciation (depreciation)(35,806)(41,649)(15,346)53,528(77)(23,410)(62,760)Unrealized appreciation (depreciation)(55,844)(45,961)(16,510)45,739(129)(38,476)(111,181)
Fair value, end of periodFair value, end of period$1,550,204 $315,809 $70,385 $268,622 $92 $183,964 $2,389,076 Fair value, end of period$1,557,396 $279,838 $67,811 $279,564 $44 $147,839 $2,332,492 
119



Non-Accrual Assets
Generally, when interest and/or principal payments on a loan become past due, or if we otherwise do not expect the borrower to be able to service its debt and other obligations, we will place the loan on non-accrual status and will generally cease recognizing interest income on that loan for financial reporting purposes until all principal and interest have been brought current through payment or due to a restructuring such that the interest income is deemed to be collectible. As of JuneSeptember 30, 2023, we had sixseven portfolio companies with investments on non-accrual, the aggregate fair value of which was $26.6$40.1 million, which comprised 1.1%1.6% of the total fair value of our portfolio, and the aggregate cost of which was $51.3$64.6 million, which comprised 2.0%2.5% of the total cost of our portfolio. As of December 31, 2022, we had seven portfolio companies with investments on non-accrual, the fair value of which was $24.3 million, which comprised 1.0% of the total fair value of our portfolio, and the cost of which was $98.8 million, which comprised 3.9% of the total cost of our portfolio.
A summary of our non-accrual assets as of JuneSeptember 30, 2023 is provided below:
1888 Industrial Services, LLC
In connection with the Sierra Merger, we purchased our debt and equity investments in 1888 Industrial Services, LLC, or 1888. The 1888 debt investments are on non-accrual status and as a result, under U.S. generally accepted accounting principles (“U.S. GAAP”), we will not recognize interest income on our debt investments in 1888 for financial reporting purposes. As of JuneSeptember 30, 2023, the cost of our debt investments in 1888 was $1.9 million and the fair value of such investments was $1.1 million.
Anju Software, Inc.
During the quarter ended September 30, 2023, we placed our debt investment in Anju Software, Inc., or Anju Software, on non-accrual status. As a result, under U.S. GAAP, we will not recognize interest income on our debt investment in Anju Software for financial reporting purposes. As of September 30, 2023, the cost of our debt investment in Anju Software was $13.2 million and the fair value of such investment was $9.9 million.
Black Angus Steakhouse, LLC
In connection with the Sierra Merger, we purchased our debt and equity investments in Black Angus Steakhouse, LLC, or Black Angus. The Black Angus PIK term loan is on non-accrual status and as a result, under U.S. GAAP, we will not recognize interest income on our PIK term loan in Black Angus for financial reporting purposes. As of JuneSeptember 30, 2023, the cost of the PIK term loan in Black Angus was $9.6 million and the fair value of such investment was $8.5$6.1 million.
Core Scientific, Inc.
During the quarter ended December 31, 2022, we placed our debt investment in Core Scientific, Inc., or Core Scientific, on non-accrual status effective with the monthly payment due October 31, 2022. As a result, under U.S. GAAP, we will not recognize interest income on our debt investment in Core Scientific for financial reporting purposes. As of JuneSeptember 30, 2023, the cost of our debt investment in Core Scientific was $29.6 million and the fair value of such investment was $16.9$23.0 million.
Holland Acquisition Corp.
In connection with the Sierra Merger, we purchased our debt investment in Holland Acquisition Corp., or Holland. Holland is on non-accrual status and as a result, under U.S. GAAP, we will not recognize interest income on our debt investment in Holland for financial reporting purposes. As of JuneSeptember 30, 2023, both the cost and fair value of our debt investment in Holland was nil.
Legal Solutions Holdings
In connection with the MVC Acquisition, we purchased our debt investment in Legal Solutions Holdings, or Legal Solutions. During the quarter ended September 30, 2021, we placed our debt investment in Legal Solutions on non-accrual status. As a result, under U.S. GAAP, we will not recognize interest income on our debt investment in Legal Solutions for financial reporting purposes. As of JuneSeptember 30, 2023, the cost of our debt investment in Legal Solutions was $10.1 million and the fair value of such investment was nil.
120



Wawona Delaware Holdings, LLC
In connection with the Sierra Merger, we purchased our debt investment in Wawona Delaware Holdings, LLC, or Wawona. During the quarter ended March 31, 2023, we placed our debt investment in Wawona on non-accrual status. As a result, under U.S. GAAP, we will not recognize interest income on our debt investment in Wawona for financial reporting purposes. As of JuneSeptember 30, 2023, the cost of our debt investment in Wawona was $41.0 thousand and the fair value of such investment was $22.5$9.5 thousand.
120



Results of Operations
Comparison of the three and sixnine months ended JuneSeptember 30, 2023 and JuneSeptember 30, 2022
Operating results for the three and sixnine months ended JuneSeptember 30, 2023 and 2022 were as follows:
Three Months
Ended
Three Months
Ended
Six Months EndedSix Months Ended
Three Months
Ended
Three Months
Ended
Nine Months EndedNine Months Ended
($ in thousands)($ in thousands)June 30,
2023
June 30,
2022
June 30,
2023
June 30,
2022
($ in thousands)September 30,
2023
September 30,
2022
September 30,
2023
September 30,
2022
Total investment incomeTotal investment income$75,302 $55,592 $142,506 $99,350 Total investment income$70,846 $56,306 $213,352 $155,656 
Total operating expensesTotal operating expenses41,478 23,818 80,988 48,563 Total operating expenses37,125 28,394 118,113 76,955 
Net investment income before taxesNet investment income before taxes33,824 31,774 61,518 50,787 Net investment income before taxes33,721 27,912 95,239 78,701 
Income taxes, including excise tax provisionIncome taxes, including excise tax provision200 — 395 Income taxes, including excise tax provision412 — 807 
Net investment income after taxesNet investment income after taxes33,624 31,774 61,123 50,781 Net investment income after taxes33,309 27,912 94,432 78,695 
Net realized gains (losses)Net realized gains (losses)(48,538)(10,223)(58,283)(11,665)Net realized gains (losses)(17,260)7,862 (75,543)(3,803)
Net unrealized appreciation (depreciation)Net unrealized appreciation (depreciation)55,059 (44,654)77,029 (41,188)Net unrealized appreciation (depreciation)2,010 (26,121)79,039 (67,310)
Net realized gains (losses) and unrealized appreciation (depreciation) on investments, credit support agreements, foreign currency transactions and forward currency contractsNet realized gains (losses) and unrealized appreciation (depreciation) on investments, credit support agreements, foreign currency transactions and forward currency contracts(15,250)(18,259)3,496 (71,113)
Benefit from (provision for) taxesBenefit from (provision for) taxes(28)(1,890)(101)(1,890)Benefit from (provision for) taxes262 240 161 (1,650)
Net increase in net assets resulting from operationsNet increase in net assets resulting from operations$40,117 $(24,993)$79,768 $(3,962)Net increase in net assets resulting from operations$18,321 $9,893 $98,089 $5,932 
Net increases or decreases in net assets resulting from operations can vary substantially from period to period due to various factors, including recognition of realized gains and losses and unrealized appreciation and depreciation. As a result, quarterly comparisons of net increases or decreaseschanges in net assets resulting from operations may not be meaningful.
Investment Income
Three Months
Ended
Three Months
Ended
Six Months EndedSix Months EndedThree Months
Ended
Three Months
Ended
Nine Months EndedNine Months Ended
($ in thousands)($ in thousands)June 30,
2023
June 30,
2022
June 30,
2023
June 30,
2022
($ in thousands)September 30,
2023
September 30,
2022
September 30,
2023
September 30,
2022
Investment income:Investment income:Investment income:
Total interest incomeTotal interest income$55,424 $40,784 $107,314 $72,854 Total interest income$55,405 $40,639 $162,719 $113,492 
Total dividend incomeTotal dividend income10,250 7,246 18,124 14,939 Total dividend income8,515 7,905 26,639 22,844 
Total fee and other incomeTotal fee and other income4,301 5,072 7,601 6,268 Total fee and other income2,650 4,321 10,250 10,589 
Total payment-in-kind interest incomeTotal payment-in-kind interest income5,122 2,474 9,064 5,273 Total payment-in-kind interest income3,979 3,267 13,043 8,540 
Interest income from cashInterest income from cash205 16 403 16 Interest income from cash297 174 701 191 
Total investment incomeTotal investment income$75,302 $55,592 $142,506 $99,350 Total investment income$70,846 $56,306 $213,352 $155,656 
The change in total investment income for the three and sixnine months ended JuneSeptember 30, 2023, as compared to the three and sixnine months ended JuneSeptember 30, 2022, was primarily due to an increase in the weighted average yield on the portfolio from higher base rates, an increase in the average size of our portfolio, increased dividends from portfolio companies and joint venture investments and increased payment-in-kind (“PIK”)PIK interest income. The weighted average yield on the principal amount of our outstanding debt investments, other than non-accrual debt investments, was 10.4%10.6% as of JuneSeptember 30, 2023, as compared to 7.6%8.6% as of JuneSeptember 30, 2022. The amount of our outstanding debt investments was $2,224.0$2,235.1 million as of JuneSeptember 30, 2023, as compared to $2,162.5$2,122.5 million as of JuneSeptember 30, 2022. The increase in the average size of our portfolio was largely due to the increasednet additions in middle-market investment opportunities and special situation investment opportunities.investments. For the three and sixnine months ended JuneSeptember 30, 2023, dividends from portfolio companies and joint venture investments were $10.3$8.5 million and $18.1$26.6 million, respectively, as compared to $7.2$7.9 million and $14.9$22.8 million, respectively, for the three and sixnine months ended JuneSeptember 30, 2022. For the three and sixnine months ended JuneSeptember 30, 2023, PIK interest income was $5.1$4.0 million and $9.1$13.0 million, respectively, as compared to $2.5$3.3 million and $5.3$8.5 million, respectively, for the three and sixnine months ended JuneSeptember 30, 2022.
121



Operating Expenses
Three Months
Ended
Three Months
Ended
Six Months EndedSix Months Ended
($ in thousands)June 30,
2023
June 30,
2022
June 30,
2023
June 30,
2022
Operating expenses:
Interest and other financing fees$20,811 $13,168 $40,127 $24,829 
Base management fees8,134 7,381 15,987 13,253 
Incentive management fees10,086 — 19,691 4,754 
General and administrative expenses2,447 3,269 5,183 5,727 
Total operating expenses$41,478 $23,818 $80,988 $48,563 
121



Three Months
Ended
Three Months
Ended
Nine Months EndedNine Months Ended
($ in thousands)September 30,
2023
September 30,
2022
September 30,
2023
September 30,
2022
Operating expenses:
Interest and other financing fees$21,829 $15,341 $61,956 $40,170 
Base management fees8,315 8,267 24,302 21,520 
Incentive management fees4,618 1,825 24,309 6,579 
General and administrative expenses2,363 2,961 7,546 8,686 
Total operating expenses$37,125 $28,394 $118,113 $76,955 
Interest and Other Financing Fees
Interest and other financing fees during the three and sixnine months ended JuneSeptember 30, 2023 and JuneSeptember 30, 2022 were attributable to borrowings under the February 2019 Credit Facility, the August 2025 Notes, the November Notes, the February Notes and the November 2026 Notes (each as defined below under “Liquidity and Capital Resources”). The increase in interest and other financing fees for the three and sixnine months ended JuneSeptember 30, 2023 as compared to the three and sixnine months ended JuneSeptember 30, 2022, was primarily attributable to increase in the weighted average interest rate on the February 2019 Credit Facility. The weighted average interest on the February 2019 Credit Facility was 6.8%7.1% as of JuneSeptember 30, 2023, as compared to 2.9%4.1% as of JuneSeptember 30, 2022.
Base Management Fees
Under the terms of the New Barings BDC Advisory Agreement, we pay Barings a base management fee (the “Base Management Fee”), quarterly in arrears on a calendar quarter basis. The Base Management Fee is calculated based on the average value of our gross assets, excluding cash and cash equivalents, at the end of the two most recently completed calendar quarters prior to the quarter for which such fees are being calculated. Base Management Fees for any partial month or quarter are appropriately pro-rated. See Note 2 to our Unaudited Consolidated Financial Statements for additional information regarding the terms of the New Barings BDC Advisory Agreement and the fee arrangements thereunder. For the three and sixnine months ended JuneSeptember 30, 2023, the amount of Base Management Fees incurred were approximately $8.1$8.3 million and $16.0$24.3 million, respectively. For the three and sixnine months ended JuneSeptember 30, 2022, the amount of Base Management Fees incurred were approximately $7.4$8.3 million and $13.3$21.5 million, respectively. The increase in the Base Management Fees for the three and sixnine months ended JuneSeptember 30, 2023 versus the correspondingnine months ended September 30, 2022 periods is primarily related to the average value of gross assets increasing from $2,361.8$2,295.4 million as of the end of the twosix most recently completed calendar quarters prior to JuneSeptember 30, 2022 to $2,602.9$2,592.2 million as of the end of the twosix most recently completed calendar quarters prior to JuneSeptember 30, 2023. For both the three and sixnine months ended JuneSeptember 30, 2023 and 2022, the Base Management Fee rate was 1.250%.
Incentive Fee
Under the New Barings BDC Advisory Agreement, we pay Barings an incentive fee.fee (the “Incentive Fee”). A portion of the incentive feeIncentive Fee is based on our income (the “Income-Based Fee”) and a portion is based on our capital gains.gains (the “Capital Gains Fee”). The income-based feeIncome-Based Fee will be determined and paid quarterly in arrears based on the amount by which (x) the aggregate pre-incentive fee net investment income in respect of the current calendar quarter and the eleven preceding calendar quarters beginning with the calendar quarter that commences on or after January 1, 2021, as the case may be (or the appropriate portion thereof in the case of any of our first eleven calendar quarters that commences on or after January 1, 2021) exceeds (y) the hurdle amount as calculated for the same period. See Note 2 to our Unaudited Consolidated Financial Statements for additional information regarding the terms of the New Barings BDC Advisory Agreement and the fee arrangements thereunder. For the three and sixnine months ended JuneSeptember 30, 2023, the amount of income-based feesIncome-Based Fees incurred were $10.1$4.6 million and $19.7$24.3 million, respectively, as compared to nil$1.8 million and $4.8$6.6 million, respectively, for the three and sixnine months ended JuneSeptember 30, 2022. The Income-Based Fee is subject to a cap (the “Incentive Fee Cap”). The Incentive Fee Cap in any quarter is an amount equal to (a) 20% of the Cumulative Pre-Incentive Fee Net Return during the relevant Trailing Twelve Quarters less (b) the aggregate Income-Based Fees that were paid to the Adviser in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters. See Note 2 to our Consolidated Financial Statements for additional information regarding the terms of the Incentive Fee Cap. The increase in the incentive feesIncentive Fees for the three and sixnine months ended JuneSeptember 30, 2023, as compared to the three and sixnine months ended JuneSeptember 30, 2022, relates predominately to the incentive fee for the three months ended June 30, 2022 being nil due to the Incentive Fee Cap and an increase in pre-incentive fee net investment income. The amount of pre-incentive fee net investment income was $43.9$38.3 million as of JuneSeptember 30, 2023, as compared to $31.8$29.7 million as of JuneSeptember 30, 2022.
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General and Administrative Expenses
We entered into the Administration Agreement with Barings in August 2018. Under the terms of the Administration Agreement, Barings performs (or oversees, or arranges for, the performance of) the administrative services necessary for our operations. We reimburse Barings for the costs and expenses incurred by it in performing its obligations and providing personnel and facilities under the Administration Agreement in an amount to be negotiated and mutually agreed to by us and Barings quarterly in arrears; provided that the agreed-upon quarterly expense amount will not exceed the amount of expenses that would otherwise be reimbursable by us under the Administration Agreement for the applicable quarterly period, and Barings will not be entitled to the recoupment of any amounts in excess of the agreed-upon quarterly expense amount. See Note 2 to our Unaudited Consolidated Financial Statements for additional information regarding the Administration Agreement. For the three and sixnine months ended JuneSeptember 30, 2023, the amount of administration expenses incurred and invoiced by Barings for expenses was approximately $0.5 million and $1.2$1.6 million, respectively. For the three and sixnine months ended JuneSeptember 30, 2022, the amount of administration expenses incurred and invoiced by Barings for expenses was approximately $0.9 million and $1.8$2.7 million, respectively. In addition to expenses incurred under the Administration Agreement, general and administrative expenses include fees payable to the members of our Board for their service on the Board, D&O insurance costs, as well as legal and accounting expenses.
Net Realized Gains (Losses)
Net realized gains (losses) during the three and sixnine months ended JuneSeptember 30, 2023 and 2022 were as follows:
Three Months
Ended
Three Months
Ended
Six Months EndedSix Months EndedThree Months
Ended
Three Months
Ended
Nine Months EndedNine Months Ended
($ in thousands)($ in thousands)June 30,
2023
June 30,
2022
June 30,
2023
June 30,
2022
($ in thousands)September 30,
2023
September 30,
2022
September 30,
2023
September 30,
2022
Net realized gain (losses):Net realized gain (losses):Net realized gain (losses):
Non-Control / Non-Affiliate investmentsNon-Control / Non-Affiliate investments$(46,218)$(6,701)$(45,446)$(6,951)Non-Control / Non-Affiliate investments$(16,696)$(8,257)$(62,142)$(15,208)
Affiliate investmentsAffiliate investments— — — 101 Affiliate investments— — — 101 
Control investmentsControl investments— (813)— (813)Control investments— (773)— (1,587)
Net realized gains (losses) on investmentsNet realized gains (losses) on investments(46,218)(7,514)(45,446)(7,663)Net realized gains (losses) on investments(16,696)(9,030)(62,142)(16,694)
Distributions of realized gains by investment companiesDistributions of realized gains by investment companies— 6,181 — 6,181 
Foreign currency transactionsForeign currency transactions(2,320)(2,709)(12,837)(4,002)Foreign currency transactions(330)245 3,743 (3,758)
Forward currency contractsForward currency contracts(234)10,466 (17,144)10,468 
Net realized gains (losses)Net realized gains (losses)$(48,538)$(10,223)$(58,283)$(11,665)Net realized gains (losses)$(17,260)$7,862 $(75,543)$(3,803)
During the three months ended JuneSeptember 30, 2023, we recognized net realized losses totaling $48.5$17.3 million, which consisted primarily of a net loss on our investment portfolio of $46.2$16.7 million, and a net loss on foreign currency transactions of $2.3$0.3 million and a net loss on forward currency contracts of $0.2 million. During the nine months ended September 30, 2023, we recognized net realized losses totaling $75.5 million, which consisted primarily of a net loss on our investment portfolio of $62.1 million and net loss on forward currency contracts of $17.1 million, partially offset by a net gain on foreign currency transactions of $3.7 million. The net loss on our investment portfolio primarily related to the $43.6 million realized loss on the exit of our debt investments in Custom Alloy Corporation, which was all reclassified from unrealized depreciation during the nine months ended September 30, 2023.
During the three months ended JuneSeptember 30, 2023. During the six months ended June 30, 2023,2022, we recognized net realized lossesgains totaling $58.3$7.9 million, which consisted primarily of a net gain on forward currency contracts of $10.5 million, a net gain on foreign currency transactions of $0.2 million and a $6.2 million dividend from a portfolio company that was recognized as a net realized gain, partially offset by a net loss on our investment portfolio of $45.4 million and a net loss on foreign currency transactions of $12.8$9.0 million. The net loss on our investment portfolio primarily related toDuring the $43.6 million realized loss on the exit of our debt investments in Custom Alloy Corporation, which was all reclassified from unrealized depreciation during the sixnine months ended June 30, 2023.
During the three months ended JuneSeptember 30, 2022, we recognized net realized losses totaling $10.2$3.8 million, which consisted primarily of a net loss on our loan portfolio of $6.7$15.9 million, a $0.8 million loss on the exchange of a debt investment in one portfolio company for equity and a net loss on foreign currency transactions of $2.7 million. During the six months ended June 30, 2022, we$3.8 million, partially offset by a $6.2 million distribution from a portfolio company that was recognized as a net realized losses totaling $11.7 million, which consisted primarily of a net loss on our loan portfolio of $6.9 million, a $0.8 million loss on the exchange of a debt investment in one portfolio company for equity,gain and a net lossgain on foreignforward currency transactionscontracts of $4.0$10.5 million.
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Net Unrealized Appreciation (Depreciation)
Net unrealized appreciation (depreciation) during the three and sixnine months ended JuneSeptember 30, 2023 and 2022 was as follows:
Three Months
Ended
Three Months
Ended
Six Months EndedSix Months EndedThree Months
Ended
Three Months
Ended
Nine Months EndedNine Months Ended
($ in thousands)($ in thousands)June 30,
2023
June 30,
2022
June 30,
2023
June 30,
2022
($ in thousands)September 30,
2023
September 30,
2022
September 30,
2023
September 30,
2022
Net unrealized appreciation (depreciation):Net unrealized appreciation (depreciation):Net unrealized appreciation (depreciation):
Non-Control / Non-Affiliate investmentsNon-Control / Non-Affiliate investments$45,334 $(65,428)$52,771 $(94,016)Non-Control / Non-Affiliate investments$9,336 $(29,481)$62,108 $(123,498)
Affiliate investmentsAffiliate investments2,722 (13,435)13,563 (440)Affiliate investments184 (320)13,745 (759)
Control investmentsControl investments5,602 17,050 (1,667)31,696 Control investments(15,999)(16,991)(17,665)14,704 
Net unrealized appreciation (depreciation) on investmentsNet unrealized appreciation (depreciation) on investments53,658 (61,813)64,667 (62,760)Net unrealized appreciation (depreciation) on investments(6,479)(46,792)58,188 (109,553)
Credit support agreementsCredit support agreements1,978 (13,361)7,564 (13,760)Credit support agreements(6,450)3,440 1,114 (10,320)
Foreign currency transactionsForeign currency transactions(577)30,520 4,798 35,332 Foreign currency transactions7,560 13,777 (3,406)37,325 
Forward currency contractsForward currency contracts7,379 3,454 23,143 15,238 
Net unrealized appreciation (depreciation)Net unrealized appreciation (depreciation)$55,059 $(44,654)$77,029 $(41,188)Net unrealized appreciation (depreciation)$2,010 $(26,121)$79,039 $(67,310)
During the three months ended JuneSeptember 30, 2023, we recorded net unrealized appreciation totaling $55.1$2.0 million, consisting of net unrealized appreciation on our current portfolio of $5.4 million, unrealized appreciation of $2.4$1.2 million on the MVC credit support agreement with Barings, net unrealized appreciation related to foreign currency transactions of $7.6 million, net unrealized appreciation related to forward currency contracts of $7.4 million and unrealized appreciation reclassification adjustments of $48.3$11.5 million related to the net realized losses on the sales / repayments of certain investments, net of unrealized depreciation on our current portfolio of $0.4$17.4 million, unrealized depreciation of $7.6 million on the Sierra credit support agreement with Barings and net unrealized depreciation related to foreign currency transactions$0.7 million of $0.6 million.deferred taxes. The net unrealized appreciationdepreciation on our current portfolio of $5.4$17.4 million was driven primarily by credit or fundamental performance of investments of $2.5 million and the impact of foreign currency exchange rates on investments of $3.8$14.8 million and credit or fundamental performance of investments of $6.7 million, partially offset by broad market moves for investments of $0.9$4.1 million.
During the sixnine months ended JuneSeptember 30, 2023, we recorded net unrealized appreciation totaling $77.0$79.0 million, consisting of net unrealized appreciation on our current portfolio of $17.1 million, unrealized appreciation of $3.3$4.4 million on the MVC credit support agreement with Barings, unrealized appreciation of $4.3 million on the Sierra credit support agreement with Barings, net unrealized appreciation related to foreignforward currency transactionscontracts of $4.8$23.1 million and net unrealized appreciation reclassification adjustments of $47.6$59.1 million related to the net realized losses on the sales / repayments of certain investments, net of $0.1unrealized depreciation on our current portfolio of $0.2 million, unrealized depreciation of $3.3 million on the Sierra credit support agreement with Barings, net unrealized depreciation related to foreign currency transactions of $3.4 million and $0.7 million of deferred taxes. The net unrealized appreciationdepreciation on our current portfolio of $17.1$0.2 million was driven primarily by broad market moves for investments of $3.0 million, credit or fundamental performance of investments of $3.4 million and the impact of foreign currency exchange rates on investments of $10.7$4.0 million and credit or fundamental performance of investments of $3.3 million, partially offset by broad market moves for investments of $7.1 million.
During the three months ended JuneSeptember 30, 2022, we recorded net unrealized depreciation totaling $44.7$26.1 million, consisting of net unrealized depreciation on our current portfolio of $62.7$47.9 million, unrealized depreciation of $5.7$0.1 million on the MVC credit support agreement with Barings, unrealized depreciation of $7.7 million on the Sierra credit support agreement with Barings, net of unrealized appreciation reclassification adjustments of $0.9$0.5 million related to the net realized gains on the sales / repayments of certain investments, andnet of unrealized appreciation of $3.5 million on the Sierra credit support agreement with Barings, deferred tax asset of $1.6 million, net unrealized appreciation related to foreign currency transactions of $30.5$13.8 million and net unrealized appreciation related to forward currency contracts of $3.4 million. The net unrealized depreciation on our current portfolio of $62.7$47.9 million was driven primarily by credit or fundamental performance of investments of $5.8$1.8 million, the impact of foreign currency exchange rates on investments of $24.5$26.9 million and broad market moves for investments of $32.4$19.2 million.
During the sixnine months ended JuneSeptember 30, 2022, we recorded net unrealized depreciation totaling $41.2$67.3 million, consisting of net unrealized depreciation on our current portfolio of $62.6$110.5 million, net unrealized depreciation of $6.1 million on the MVC credit support agreement with Barings, net unrealized depreciation of $7.7$4.2 million on the Sierra credit support agreement with Barings, and unrealized depreciation reclassification adjustments of $0.1$0.7 million related to the net realized gains on the sales / repayments of certain investments, net of deferred tax asset of $1.6 million, net unrealized appreciation related to foreign currency transactions of $35.3$37.3 million and net unrealized appreciation related to forward currency contracts of $15.2 million. The net unrealized depreciation on our current portfolio of $62.6$110.5 million was driven primarily by the impact of foreign currency exchange rates on investments of $29.2$56.2 million and broad market moves for investments of $55.4$74.7 million, partially offset by credit or fundamental performance of investments of $22.0$20.3 million.
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Liquidity and Capital Resources
We believe that our current cash and foreign currencies on hand, our available borrowing capacity under the February 2019 Credit Facility and our anticipated cash flows from operations will be adequate to meet our cash needs for our daily operations for at least the next twelve months. This “Liquidity and Capital Resources” section should be read in conjunction with the notes to our Unaudited Consolidated Financial Statements.
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Cash Flows
For the six months ended June 30, 2023, we experienced a net decrease in cash in the amount of $59.1 million. During that period, our operating activities used $27.2 million in cash, consisting primarily of purchases of portfolio investments of $255.7 million partially offset by proceeds from sales or repayments of portfolio investments totaling $188.4 million. In addition, our financing activities used net cash of $31.9 million, consisting of dividends paid in the amount of $53.6 million and share repurchases of $10.9 million, partially offset by net borrowings under the February 2019 Credit Facility of $35.0 million. As of June 30, 2023, we had $80.3 million of cash and foreign currencies on hand.
For the six months ended June 30, 2022, we experienced a net increase in cash in the amount of $113.5 million. During that period, our operating activities used $12.7 million in cash, consisting primarily of purchases of portfolio investments of $708.7 million, partially offset by net cash acquired from the acquisition of Sierra of $101.9 million and proceeds from sales or repayments of portfolio investments totaling $603.2 million. In addition, our financing activities provided net cash of $126.2 million, consisting of net borrowings under the February 2019 Credit Facility of $184.7 million, partially offset by dividends paid in the amount of $41.5 million and share repurchases of $15.1 million. As of June 30, 2022, we had $197.8 million of cash and foreign currencies on hand.
Financing Transactions
February 2019 Credit Facility
On February 21, 2019, we entered into a senior secured credit facility with ING Capital LLC (“ING”), as administrative agent, and the lenders party thereto (as amended, restated and otherwise modified from time to time, the “February 2019 Credit Facility”). The initial commitments under the February 2019 Credit Facility total $800.0 million. Effective on November 4, 2021, we increased aggregate commitments under the February 2019 Credit Facility to $875.0 million from $800.0 million pursuant to the accordion feature under the February 2019 Credit Facility, which allows for an increase in the total commitments to an aggregate of $1.2 billion subject to certain conditions and the satisfaction of specified financial covenants (the “February 2022 Amendment”). Effective on February 25, 2022, we increased aggregate commitments under the February 2019 Credit Facility to $965.0 million from $875.0 million pursuant to the accordion feature under the February 2019 Credit Facility, and the allowance for an increase in the total commitments increased to $1.5 billion from $1.2 billion subject to certain conditions and the satisfaction of specified financial covenants. Effective on April 1, 2022, we increased the aggregate commitments under the February 2019 Credit Facility to $1.1 billion from $965.0 million pursuant to the accordion feature under the February 2019 Credit Facility, which allows for an increase in the total commitments to an aggregate of $1.5 billion subject to certain conditions and the satisfaction of specified financial covenants. We can borrow foreign currencies directly under the February 2019 Credit Facility (the “April 2022 Amendment”). The February 2019 Credit Facility, which is structured as a revolving credit facility, is secured primarily by a material portion of our assets and guaranteed by certain of our subsidiaries. Following the termination on June 30, 2020 of Barings BDC Senior Funding I, LLC’s (“BSF”) credit facility entered into in August 2018 with Bank of America, N.A. (the “August 2018 Credit Facility”), BSF became a subsidiary guarantor and its assets secure the February 2019 Credit Facility. Effective May 9, 2023, the revolving period of the February 2019 Credit Facility was extended to February 21, 2025, followed by a one-year repayment period, and the maturity date was extended to February 21, 2026 (the “May 2023 Amendment”).
Borrowings denominated in U.S. Dollars under the February 2019 Credit Facility bear interest, subject to our election, on a per annum basis equal to (i) the alternate base rate plus 1.25% (or 1.00% for so long as we maintain an investment grade credit rating) or (ii) the term Secured Overnight Financing Rate (“SOFR”) plus 2.25% (or 2.00% for so long as we maintain an investment grade credit rating) plus a credit spread adjustment of 0.10% for borrowings with an interest period of one month, 0.15% for borrowings with an interest period of three months or 0.25% for borrowings with an interest period of six months. For borrowings denominated in certain foreign currencies other than Australian dollars, the applicable currency rate for the foreign currency as defined in the credit agreement plus 2.00% (or 2.25% if we no longer maintain an investment grade credit rating) or for borrowings denominated in Australian dollars, the applicable Australian dollars Screen Rate, plus 2.20% (or 2.45% if we no longer maintain an investment grade credit rating). The alternate base rate is equal to the greatest of (i) the prime rate, (ii) the federal funds rate plus 0.5%, (iii) the Overnight Bank Funding Rate plus 0.5%, (iv) one-month term SOFR plus 1.0% plus a credit spread adjustment of 0.10% and (v) 1.0%.
In addition, we pay a commitment fee of (i) 0.5% per annum on undrawn amounts if the unused portion of the February 2019 Credit Facility is greater than two-thirds of total commitments or (ii) 0.375% per annum on undrawn amounts if the unused portion of the February 2019 Credit Facility is equal to or less than two-thirds of total commitments. In connection with entering into the February 2019 Credit Facility, we incurred financing fees of approximately $6.4 million, which will be amortized over the life of the February 2019 Credit Facility. In connection with the February 2022 Amendment, the April 2022
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Amendment and the May 2023 Amendment, we incurred financing fees of approximately $4.1 million, which will be amortized over the remaining life of the February 2019 Credit Facility.
As of June 30, 2023, we were in compliance with all covenants under the February 2019 Credit Facility and had U.S. dollar borrowings of $532.5 million outstanding under the February 2019 Credit Facility with an interest rate of 7.238% (one month SOFR of 5.138%), borrowings denominated in Swedish krona of 12.8kr million ($1.2 million U.S. dollars) with an interest rate of 5.563% (one month STIBOR of 3.563%), borrowings denominated in British pounds sterling of £68.6 million ($87.2 million U.S. dollars) with an interest rate of 6.461% (one month SONIA of 4.461%) and borrowings denominated in Euros of €138.6 million ($151.2 million U.S. dollars) with an interest rate of 5.313% (one month EURIBOR of 3.313%). The borrowings denominated in foreign currencies were translated into U.S. dollars based on the spot rate at the relevant balance sheet date. The impact resulting from changes in foreign exchange rates on the February 2019 Credit Facility borrowings is included in “Net unrealized appreciation (depreciation) - foreign currency transactions” in our Unaudited Consolidated Statements of Operations.
The fair values of the borrowings outstanding under the February 2019 Credit Facility are based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model. As of June 30, 2023, the total fair value of the borrowings outstanding under the February 2019 Credit Facility was $772.1 million. See Note 5 to our Unaudited Consolidated Financial Statements for additional information regarding the February 2019 Credit Facility.
August 2025 Notes
On August 3,November 4, 2020, wethe Company entered into a Note Purchase Agreement (the “August“November 2020 NPA”) with Massachusetts Mutual Life Insurance Company governing the issuance of (1) $50.0$62.5 million in aggregate principal amount of Series AB senior unsecured notes due AugustNovember 2025 (the “Series A Notes due 2025”B Notes”) with a fixed interest rate of 4.66%4.25% per year and (2) up to $50.0$112.5 million in aggregate principal amount of additionalSeries C senior unsecured notes due August 2025 with a fixed interest rate per year to be determinedNovember 2027 (the “Additional“Series C Notes” and, collectively with the Series AB Notes, due 2025, the “August 2025“November Notes”), with a fixed interest rate of 4.75% per year, in each case, to qualified institutional investors in a private placement. An aggregate principal amountEach stated interest rate is subject to a step up of $25.0 million(x) 0.75% per year, to the extent the applicable November Notes do not satisfy certain investment grade conditions and/or (y) 1.50% per year, to the extent the ratio of the Company’s secured debt to total assets exceeds specified thresholds, measured as of each fiscal quarter end. The November Notes were delivered and paid for on November 5, 2020. The Series AB Notes due 2025 was issued on September 24, 2020 and an aggregate principal amount of $25.0 million of the Series A Notes due 2025 was issued on September 29, 2020, both of which will mature on AugustNovember 4, 2025, and the Series C Notes will mature on November 4, 2027 unless redeemed, purchased or prepaid prior to such date by usthe Company in accordance with their terms. Interest on the August 2025November Notes is due semiannually in MarchMay and September,November, beginning in MarchMay 2021. In addition, we arethe Company is obligated to offer to repay the August 2025November Notes at par (plus accrued and unpaid interest to, but not including, the date of prepayment) if certain change in control events occur. Subject to the terms of the AugustNovember 2020 NPA, wethe Company may redeem the August 2025Series B Notes and the Series C Notes in whole or in part at any time or from time to time at ourthe Company’s option at par plus accrued interest to the prepayment date and, if redeemed on or before November 3, 2024,May 4, 2025, with respect to the Series B Notes, or on or before May 4, 2027, with respect to the Series C Notes, a make-whole premium.premium. The August 2025November Notes are guaranteed by certain of ourthe Company’s subsidiaries, and are ourthe Company’s general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by us.the Company.
The Company’s permitted issuance period for the Additional Notes under the August 2020 NPA expired on February 3, 2022, prior to which date the Company issued no Additional Notes.
The AugustNovember 2020 NPA contains certain representations and warranties, and various covenants and reporting requirements customary for senior unsecured notes issued in a private placement, including, without limitation, affirmative and negative covenants such as information reporting, maintenance of ourthe Company’s status as a BDC within the meaning of the 1940 Act, certain restrictions with respect to transactions with affiliates, fundamental changes, changes of line of business, permitted liens, investments and restricted payments, minimum shareholders’ equity, maximum net debt to equity ratio and minimum asset coverage ratio. The AugustNovember 2020 NPA also contains customary events of default with customary cure and
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Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
notice periods, including, without limitation, nonpayment, incorrect representation in any material respect, breach of covenant, cross-default under our other indebtedness or that of our subsidiary guarantors, certain judgements and orders, and certain events of bankruptcy. Upon the occurrence of an event of default, the holders of at least 66-2/3% in principal amount of the August 2025November Notes at the time outstanding may declare all August 2025November Notes then outstanding to be immediately due and payable. As of JuneSeptember 30, 2023, we werethe Company was in compliance with all covenants under the AugustNovember 2020 NPA.
The August 2025November Notes were offered in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”).Act. The August 2025November Notes have not and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, as applicable.
As of JuneSeptember 30, 2023 and December 31, 2022, the fair value of the outstanding August 2025Series B Notes was $46.3 million.$57.3 million and $56.8 million, respectively. As of September 30, 2023 and December 31, 2022, the fair value of the outstanding Series C Notes was $98.0 million and $97.7 million, respectively. The fair value determinationdeterminations of the August 2025Series B Notes wasand Series C Notes were based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.
February Notes
On February 25, 2021, the Company entered into a Note Purchase Agreement (the “February 2021 NPA”) governing the issuance of (1) $80.0 million in aggregate principal amount of Series D senior unsecured notes due February 26, 2026 (the “Series D Notes”) with a fixed interest rate of 3.41% per year and (2) $70.0 million in aggregate principal amount of Series E senior unsecured notes due February 26, 2028 (the “Series E Notes” and, collectively with the Series D Notes, the “February Notes”) with a fixed interest rate of 4.06% per year, in each case, to qualified institutional investors in a private placement. Each stated interest rate is subject to a step up of (x) 0.75% per year, to the extent the applicable February Notes do not satisfy certain investment grade rating conditions and/or (y) 1.50% per year, to the extent the ratio of the Company’s secured debt to total assets exceeds specified thresholds, measured as of each fiscal quarter end. The February Notes were delivered and paid for on February 26, 2021.
The Series D Notes will mature on February 26, 2026, and the Series E Notes will mature on February 26, 2028 unless redeemed, purchased or prepaid prior to such date by the Company in accordance with the terms of the February 2021 NPA. Interest on the February Notes is due semiannually in February and August of each year, beginning in August 2021. In addition, the Company is obligated to offer to repay the February Notes at par (plus accrued and unpaid interest to, but not including, the date of prepayment) if certain change in control events occur. Subject to the terms of the February 2021 NPA, the Company may redeem the Series D Notes and the Series E Notes in whole or in part at any time or from time to time at the Company’s option at par plus accrued interest to the prepayment date and, if redeemed on or before August 26, 2025, with respect to the Series D Notes, or on or before August 26, 2027, with respect to the Series E Notes, a make-whole premium. The February Notes are guaranteed by certain of the Company’s subsidiaries, and are the Company’s general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company.
The February 2021 NPA contains certain representations and warranties, and various covenants and reporting requirements customary for senior unsecured notes issued in a private placement , including, without limitation, information reporting, maintenance of the Company’s status as a BDC within the meaning of the 1940 Act, and certain restrictions with respect to transactions with affiliates, fundamental changes, changes of line of business, permitted liens, investments and restricted payments. In addition, the February 2021 NPA contains the following financial covenants: (a) maintaining a minimum obligors’ net worth, measured as of each fiscal quarter end; (b) not permitting the Company’s asset coverage ratio, as of the date of the incurrence of any debt for borrowed money or the making of any cash dividend to shareholders, to be less than the statutory minimum then applicable to the Company under the 1940 Act; and (c) not permitting the Company’s net debt to equity ratio to exceed 2.0x, measured as of each fiscal quarter end.
The February 2021 NPA also contains customary events of default with customary cure and notice periods, including, without limitation, nonpayment, incorrect representation in any material respect, breach of covenant, cross-default under other indebtedness or that of the Company’s subsidiary guarantors, certain judgements and orders, and certain events of bankruptcy. Upon the occurrence of certain events of default, the holders of at least 66-2/3% in principal amount of the February Notes at the time outstanding may declare all February Notes then outstanding to be immediately due and payable. As of September 30, 2023, the Company was in compliance with all covenants under the February 2021 NPA.
The February Notes were offered in reliance on Section 4(a)(2) of the Securities Act. The February Notes have not and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, as applicable.
126
101

Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
As of September 30, 2023 and December 31, 2022, the fair value of the outstanding Series D Notes was $71.7 million and $69.6 million, respectively. As of September 30, 2023 and December 31, 2022, the fair value of the outstanding Series E Notes was $59.1 million and $57.8 million, respectively. The fair value determinations of the Series D Notes and Series E Notes were based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.
November 2026 Notes
On November 23, 2021, the Company and U.S. Bank Trust Company, National Association (the “Trustee”) entered into an Indenture (the “Base Indenture”) and a First Supplemental Indenture (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). The First Supplemental Indenture relates to the Company’s issuance of $350.0 million aggregate principal amount of its 3.300% notes due 2026 (the “November 2026 Notes”).

The November 2026 Notes will mature on November 23, 2026 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the Indenture. The November 2026 Notes bear interest at a rate of 3.300% per year payable semi-annually on May 23 and November 23 of each year, commencing on May 23, 2022. The November 2026 Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the November 2026 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.
The Indenture contains certain covenants, including covenants requiring the Company to comply with the asset coverage requirements of Section 18(a)(1)(A) as modified by Sections 61(a)(1) and (2) of the 1940 Act, whether or not it is subject to those requirements, and to provide financial information to the holders of the November 2026 Notes and the Trustee if the Company is no longer subject to the reporting requirements under the Exchange Act. These covenants are subject to important limitations and exceptions that are described in the Indenture.
In addition, on the occurrence of a “change of control repurchase event,” as defined in the Indenture, the Company will generally be required to make an offer to purchase the outstanding November 2026 Notes at a price equal to 100% of the principal amount of such November 2026 Notes plus accrued and unpaid interest to the repurchase date.
The November 2026 Notes were offered to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to certain non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act. Concurrent with the closing of November 2026 Notes offering, the Company entered into a registration rights agreement for the benefit of the purchasers of the November 2026 Notes. Pursuant to the terms of this registration rights agreement, the Company filed a registration statement on Form N-14 with the SEC, which was subsequently declared effective, to permit electing holders of the November 2026 Notes to exchange all of their outstanding restricted November 2026 Notes for an equal aggregate principal amount of new November 2026 Notes (the “Exchange Notes”). The Exchange Notes have terms substantially identical to the terms of the November 2026 Notes, except that the Exchange Notes are registered under the Securities Act, and certain transfer restrictions, registration rights, and additional interest provisions relating to the November 2026 Notes do not apply to the Exchange Notes.
As of September 30, 2023 and December 31, 2022, the fair value of the outstanding November 2026 Notes was $298.4 million and $294.6 million, respectively. The fair value determinations of the November 2026 Notes were based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.
6. DERIVATIVE INSTRUMENTS
MVC Credit Support Agreement
In connection with the MVC Acquisition on December 23, 2020, promptly following the closing of the Company’s merger with MVC, the Company and the Adviser entered into the MVC Credit Support Agreement, pursuant to which the Adviser has agreed to provide credit support to the Company in the amount of up to $23.0 million relating to the net cumulative realized and unrealized losses on the acquired MVC investment portfolio over a 10-year period. See “Note 2 – Agreements and Related Party Transactions” for additional information regarding the MVC Credit Support Agreement. Net unrealized
102

Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
appreciation or depreciation on the MVC Credit Support Agreement is included in “Net unrealized appreciation (depreciation) - credit support agreements” in the Company’s Unaudited Consolidated Statements of Operations.
The following tables present the fair value and aggregate unrealized appreciation (depreciation) of the MVC Credit Support Agreement as of September 30, 2023 and December 31, 2022:
As of September 30, 2023
Description
($ in thousands)
CounterpartySettlement DateNotional AmountValueUnrealized Appreciation (Depreciation)
MVC Credit Support AgreementBarings LLC01/01/31$23,000 $16,800 $3,200 
Total MVC Credit Support Agreement$3,200 
As of December 31, 2022
Description
($ in thousands)
CounterpartySettlement DateNotional AmountValueUnrealized Appreciation (Depreciation)
MVC Credit Support AgreementBarings LLC01/01/31$23,000 $12,386 $(1,214)
Total MVC Credit Support Agreement$(1,214)
As of September 30, 2023 and December 31, 2022, the fair value of the MVC Credit Support Agreement was $16.8 million and $12.4 million, respectively, and is included in “Credit support agreements” in the accompanying Unaudited and Audited Consolidated Balance Sheets. The fair value of the MVC Credit Support Agreement was determined based on an income approach, with the primary inputs being the discount rate and the expected time until an exit event for each portfolio company in the MVC Reference Portfolio, which are all Level 3 inputs.
The following tables summarize the significant unobservable inputs the Adviser used in the valuation of the Company’s Level 3 MVC Credit Support Agreement as of September 30, 2023 and December 31, 2022. The average range of unobservable inputs is based on fair value of the MVC Credit Support Agreement.
September 30, 2023:
($ in thousands)
Fair ValueValuation
Model
Level 3
Input
Range of
Inputs
 
Average
Impact to Valuation from an Increase in Input
MVC Credit Support Agreement$16,800 Income ApproachDiscount Rate7.0% - 8.0%7.5%Decrease
Time Until Exit (years)2.8 - 5.84.3Decrease
December 31, 2022:
($ in thousands)
Fair ValueValuation
Model
Level 3
Input
Range of
Inputs
 
Average
Impact to Valuation from an Increase in Input
MVC Credit Support Agreement$12,386 Income ApproachDiscount Rate7.1% - 8.1%7.6%Decrease
Sierra Credit Support Agreement
In connection with the Sierra Merger on February 25, 2022, promptly following the closing of the Company’s merger with Sierra, the Company and the Adviser entered into the Sierra Credit Support Agreement, pursuant to which the Adviser has agreed to provide credit support to the Company in the amount of up to $100.0 million relating to the net cumulative realized and unrealized losses on the acquired Sierra investment portfolio over a 10-year period. See “Note 2 – Agreements and Related Party Transactions” for additional information regarding the Sierra Credit Support Agreement. Net unrealized appreciation or depreciation on the Sierra Credit Support Agreement is included in “Net unrealized appreciation (depreciation) - credit support agreements” in the Company’s Unaudited Consolidated Statements of Operations.

103

Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
The following tables present the fair value and aggregate unrealized appreciation (depreciation) of the Sierra Credit Support Agreement as of September 30, 2023 and December 31, 2022:
As of September 30, 2023
Description
($ in thousands)
CounterpartySettlement DateNotional AmountValueUnrealized Appreciation (Depreciation)
Sierra Credit Support AgreementBarings LLC04/01/32$100,000 $37,400 $(7,000)
Total Sierra Credit Support Agreement$(7,000)
As of December 31, 2022
Description
($ in thousands)
CounterpartySettlement DateNotional AmountValueUnrealized Appreciation (Depreciation)
Sierra Credit Support AgreementBarings LLC04/01/32$100,000 $40,700 $(3,700)
Total Sierra Credit Support Agreement$(3,700)
As of September 30, 2023 and December 31, 2022, the fair value of the Sierra Credit Support Agreement was $37.4 million and $40.7 million, respectively, and is included in “Credit support agreements” in the accompanying Unaudited and Audited Consolidated Balance Sheets. The fair value of the Sierra Credit Support Agreement was determined based on a simulation analysis, with the primary inputs being the enterprise value, a measure of expected asset volatility, the expected time until an exit event for each portfolio company in the Sierra Reference Portfolio, the Discount Rate and the Recovery Rate, which are all Level 3 inputs.
The following tables summarize the significant unobservable inputs the Adviser used in the valuation of the Company’s Level 3 Sierra Credit Support Agreement as of September 30, 2023 and December 31, 2022. The average range of unobservable inputs is based on fair value of the Sierra Credit Support Agreement.
September 30, 2023:
($ in thousands)
Fair ValueValuation
Model
Level 3
Input
Range of
Inputs
 
Average
Impact to Valuation from an Increase in Input
Sierra Credit Support Agreement$37,400 Simulation AnalysisEnterprise Value$91 - $150,800$75,446Decrease
Asset Volatility35.0% - 70.0%52.5%Increase
Time Until Exit (years)0.0 - 8.34.2Decrease
Discount Rate7.1%7.1%Decrease
Recovery Rate0.0% - 70.0%35.0%Decrease
December 31, 2022:
($ in thousands)
Fair ValueValuation
Model
Level 3
Input
Range of
Inputs
 
Average
Impact to Valuation from an Increase in Input
Sierra Credit Support Agreement$40,700 Simulation AnalysisEnterprise Value$100 - $403,500$201,800Decrease
Asset Volatility37.5% - 70.0%53.8%Increase
Time Until Exit (years)0.0 - 9.14.6Decrease
Recovery Rate0.0% - 70.0%35.0%Decrease
104

Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
Foreign Currency Forward Contracts
The Company enters into forward currency contracts from time to time to primarily help mitigate the impact that an adverse change in foreign exchange rates would have on net interest income from the Company’s investments and related borrowings denominated in foreign currencies. Forward currency contracts are considered undesignated derivative instruments.
The following tables present the Company’s foreign currency forward contracts as of September 30, 2023 and December 31, 2022:
As of September 30, 2023
Description
($ in thousands)
Notional Amount to be PurchasedNotional Amount to be SoldMaturity DateGross Amount of Recognized Assets (Liabilities)Balance Sheet Location of Net Amounts
Foreign currency forward contract (AUD)A$4,471$3,03510/10/23$(149)Derivative liabilities
Foreign currency forward contract (AUD)A$2,000$1,28110/10/2310 Derivative assets
Foreign currency forward contract (AUD)$47,086A$70,29810/10/231,706 Derivative assets
Foreign currency forward contract (CAD)$7,011C$9,22910/10/23184 Derivative assets
Foreign currency forward contract (CAD)$130C$17610/10/23— Derivative assets
Foreign currency forward contract (DKK)$1389kr.10/10/23— Derivative assets
Foreign currency forward contract (DKK)$3422,312kr.10/10/2314 Derivative assets
Foreign currency forward contract (EUR)€5,000$5,28910/10/23Derivative assets
Foreign currency forward contract (EUR)€2,000$2,20310/10/23(85)Derivative liabilities
Foreign currency forward contract (EUR)$86,143€78,16210/10/233,366 Derivative assets
Foreign currency forward contract (NZD)$8,491NZ$13,78010/10/23212 Derivative assets
Foreign currency forward contract (NZD)$160NZ$25710/10/23Derivative assets
Foreign currency forward contract (NOK)$3,918kr42,01910/10/23(32)Derivative liabilities
Foreign currency forward contract (GBP)£4,000$4,87910/02/23Derivative assets
Foreign currency forward contract (GBP)£1,000$1,21610/10/23Derivative assets
Foreign currency forward contract (GBP)$52,028£41,01910/10/231,960 Derivative assets
Foreign currency forward contract (GBP)$1,464£1,20010/10/23— Derivative liabilities
Foreign currency forward contract (GBP)$8,965£6,97610/10/23450 Derivative assets
Foreign currency forward contract (GBP)$3,152£2,50010/10/23101Derivative assets
Foreign currency forward contract (SEK)$2262,407kr10/10/23Derivative assets
Foreign currency forward contract (CHF)$7968Fr.10/10/23Derivative assets
Foreign currency forward contract (CHF)$5,6905,031Fr.10/10/23187 Derivative assets
Foreign currency forward contract (CHF)$305260Fr.10/10/2321 Derivative assets
Total$7,974 

105

Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
As of December 31, 2022
Description
($ in thousands)
Notional Amount to be PurchasedNotional Amount to be SoldMaturity DateGross Amount of Recognized Assets (Liabilities)Balance Sheet Location of Net Amounts
Foreign currency forward contract (AUD)A$72,553$48,70101/09/23$511 Derivative assets
Foreign currency forward contract (AUD)$47,177A$72,55301/09/23(2,035)Derivative liabilities
Foreign currency forward contract (AUD)$47,055A$69,91904/11/23(548)Derivative liabilities
Foreign currency forward contract (CAD)C$225$16501/09/23Derivative assets
Foreign currency forward contract (CAD)C$9,285$6,81901/09/2334 Derivative assets
Foreign currency forward contract (CAD)$4,578C$6,20701/09/23(3)Derivative liabilities
Foreign currency forward contract (CAD)$2,415C$3,30301/09/23(22)Derivative liabilities
Foreign currency forward contract (CAD)$6,865C$9,33904/11/23(34)Derivative liabilities
Foreign currency forward contract (DKK)2,260kr.$32301/09/23Derivative assets
Foreign currency forward contract (DKK)$3002,260kr.01/09/23(24)Derivative liabilities
Foreign currency forward contract (DKK)$3292,290kr.04/11/23(2)Derivative liabilities
Foreign currency forward contract (EUR)€106,443$113,10101/09/23541 Derivative assets
Foreign currency forward contract (EUR)€1,511$1,50001/09/23113 Derivative assets
Foreign currency forward contract (EUR)$106,563€107,95401/09/23(8,692)Derivative liabilities
Foreign currency forward contract (EUR)$109,735€102,64904/11/23(547)Derivative liabilities
Foreign currency forward contract (NZD)NZ$4,000$2,58101/09/23(51)Derivative liabilities
Foreign currency forward contract (NZD)NZ$15,175$9,53801/09/2360 Derivative assets
Foreign currency forward contract (NZD)$208NZ$35101/09/23(14)Derivative liabilities
Foreign currency forward contract (NZD)$10,767NZ$18,82401/09/23(1,139)Derivative liabilities
Foreign currency forward contract (NZD)$9,644NZ$15,33304/11/23(62)Derivative liabilities
Foreign currency forward contract (NOK)kr37,773$3,83501/09/23— Derivative liabilities
Foreign currency forward contract (NOK)$3,538kr37,77301/09/23(297)Derivative liabilities
Foreign currency forward contract (NOK)$4,050kr39,73204/11/23(1)Derivative liabilities
Foreign currency forward contract (GBP)£37,951$45,89801/09/23(240)Derivative liabilities
Foreign currency forward contract (GBP)$39,500£34,95101/09/23(2,549)Derivative liabilities
Foreign currency forward contract (GBP)$3,396£3,00001/09/23(213)Derivative liabilities
Foreign currency forward contract (GBP)$47,147£38,89904/11/23243 Derivative assets
Foreign currency forward contract (SEK)2,182kr.$21001/09/23— Derivative liabilities
Foreign currency forward contract (SEK)$1972,182kr.01/09/23(13)Derivative liabilities
Foreign currency forward contract (SEK)$2172,247kr.04/11/23— Derivative assets
Foreign currency forward contract (CHF)3,803Fr.$4,11001/09/23Derivative assets
Foreign currency forward contract (CHF)$618600Fr.01/09/23(31)Derivative liabilities
Foreign currency forward contract (CHF)$3,3053,203Fr.01/09/23(158)Derivative liabilities
Foreign currency forward contract (CHF)$4,1943,841Fr.04/11/23(2)Derivative liabilities
Total$(15,169)
As of September 30, 2023 and December 31, 2022, the total fair value of the Company’s foreign currency forward contracts was $8.0 million and $(15.2) million, respectively. The fair values of the Company’s foreign currency forward contracts are based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
7. COMMITMENTS AND CONTINGENCIES
In the normal course of business, the Company is party to financial instruments with off-balance sheet risk, consisting primarily of unused commitments to extend financing to the Company’s portfolio companies. Since commitments may expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements. As of September 30, 2023, the Company believed that it had adequate financial resources to satisfy its unfunded commitments. The balances of unused commitments to extend financing as of September 30, 2023 and December 31, 2022 were as follows:
Portfolio Company
($ in thousands)
Investment TypeSeptember 30, 2023December 31, 2022
1888 Industrial Services, LLC(1)(2)Revolver$15 $— 
Accurus Aerospace Corporation(1)(2)Revolver519 1,152 
106

Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
Portfolio Company
($ in thousands)
Investment TypeSeptember 30, 2023December 31, 2022
Adhefin International(1)(2)(3)Delayed Draw Term Loan402 — 
Air Comm Corporation, LLC(1)(2)Delayed Draw Term Loan1,549 — 
AlliA Insurance Brokers NV(1)(2)(3)Delayed Draw Term Loan1,707 — 
Americo Chemical Products, LLC(1)(2)Revolver470 — 
Amtech LLC(1)Delayed Draw Term Loan764 1,527 
Amtech LLC(1)Revolver477 545 
AnalytiChem Holding GmbH(1)(2)(3)Bridge Revolver364 366 
APC1 Holding(1)(3)Delayed Draw Term Loan— 354 
Aquavista Watersides 2 LTD(1)(2)(4)Capex / Acquisition Facility2,127 2,543 
Arc Education(1)(3)Delayed Draw Term Loan1,444 1,900 
Argus Bidco Limited(1)(2)(4)CAF Term Loan518 789 
Argus Bidco Limited(1)(2)(4)RCF Bridge Term Loan— 168 
ASC Communications, LLC(1)Revolver1,089 1,089 
Astra Bidco Limited(1)(2)(4)Delayed Draw Term Loan578 876 
ATL II MRO Holdings, Inc.(1)Revolver1,667 1,667 
Avance Clinical Bidco Pty Ltd(1)(2)(5)Delayed Draw Term Loan1,233 1,295 
Azalea Buyer, Inc.(1)(2)Delayed Draw Term Loan644 962 
Azalea Buyer, Inc.(1)(2)Revolver481 481 
Bariacum S.A(1)(2)(3)Acquisition Facility953 2,028 
Beyond Risk Management, Inc.(1)(2)Delayed Draw Term Loan2,423 2,423 
Biolam Group(1)(2)(3)Delayed Draw Term Loan639 4,783 
Black Angus Steakhouses, LLC(1)Delayed Draw Term Loan— 417 
Bounteous, Inc.(1)(2)Delayed Draw Term Loan2,840 2,840 
Brightpay Limited(1)(2)(3)Delayed Draw Term Loan134 135 
BrightSign LLC(1)(2)Revolver443 1,329 
CAi Software, LLC(1)(2)Revolver943 943 
Canadian Orthodontic Partners Corp.(1)(2)(6)Delayed Draw Term Loan— 110 
Catawba River Limited(1)(2)(4)Structured Junior Note12,800 12,635 
Centralis Finco S.a.r.l.(1)(3)Incremental CAF Term Loan— 1,028 
CGI Parent, LLC(1)(2)Revolver1,653 1,653 
Classic Collision (Summit Buyer, LLC)(1)Delayed Draw Term Loan— 78 
Classic Collision (Summit Buyer, LLC)(1)(2)Delayed Draw Term Loan3,155 — 
Comply365, LLC(1)Revolver1,100 935 
Coyo Uprising GmbH(1)(2)(3)Delayed Draw Term Loan416 419 
CSL Dualcom(1)(4)Capex / Acquisition Term Loan144 142 
DataServ Integrations, LLC(1)Revolver481 481 
DecksDirect, LLC(1)(2)Revolver381 218 
DISA Holdings Corp.(1)Delayed Draw Term Loan1,287 1,368 
DISA Holdings Corp.(1)Revolver364 416 
DreamStart Bidco SAS (d/b/a SmartTrade)(1)(2)(3)Acquisition Facility— 579 
Dune Group(1)(2)(3)Delayed Draw Term Loan420 624 
Dwyer Instruments, Inc.(1)Delayed Draw Term Loan5,164 5,164 
Eclipse Business Capital, LLC(1)Revolver18,000 17,455 
EMI Porta Holdco LLC(1)(2)Delayed Draw Term Loan9,272 9,272 
EMI Porta Holdco LLC(1)(2)Revolver706 1,471 
EPS NASS Parent, Inc.(1)Delayed Draw Term Loan— 257 
eShipping, LLC(1)Delayed Draw Term Loan869 1,650 
107

Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
Portfolio Company
($ in thousands)
Investment TypeSeptember 30, 2023December 31, 2022
eShipping, LLC(1)Revolver1,486 1,486 
Eurofins Digital Testing International LUX Holding SARL(1)(2)(3)Delayed Draw Term Loan2,618 2,639 
Eurofins Digital Testing International LUX Holding SARL(1)(2)(3)Delayed Draw Term Loan524 528 
Events Software BidCo Pty Ltd(1)(2)Delayed Draw Term Loan620 640 
Express Wash Acquisition Company, LLC(1)Revolver115 115 
F24 (Stairway BidCo GmbH)(1)(2)(3)Acquisition Term Loan— 246 
Faraday(1)(2)(3)Delayed Draw Term Loan949 — 
Fineline Technologies, Inc.(1)Delayed Draw Term Loan— 180 
Finexvet(1)(2)(3)Delayed Draw Term Loan623 — 
Footco 40 Limited(1)(2)(4)Delayed Draw Term Loan502 766 
Fortis Payment Systems, LLC(1)Delayed Draw Term Loan210 925 
FragilePak LLC(1)Delayed Draw Term Loan— 2,354 
Front Line Power Construction LLC(1)(2)Delayed Draw Term Loan95 — 
GB Eagle Buyer, Inc.(1)(2)Revolver2,581 2,581 
Global Academic Group Limited(1)(2)(7)Term Loan393 451 
GPNZ II GmbH(1)(2)(3)CAF Term Loan— 560 
GPNZ II GmbH(1)(2)(3)Term Loan59 — 
Greenhill II BV(1)(3)Capex Acquisition Facility115 255 
Groupe Product Life(1)(3)Delayed Draw Term Loan— 441 
Gusto Aus BidCo Pty Ltd(1)(5)Delayed Draw Term Loan212 223 
HeartHealth Bidco Pty Ltd(1)(5)Delayed Draw Term Loan290 313 
Heartland Veterinary Partners, LLC(1)Delayed Draw Term Loan— 267 
Heavy Construction Systems Specialists, LLC(1)Revolver2,632 2,632 
HEKA Invest(1)(3)Delayed Draw Term Loan551 555 
HemaSource, Inc.(1)(2)Revolver1,804 — 
HTI Technology & Industries(1)Delayed Draw Term Loan2,045 2,045 
HTI Technology & Industries(1)Revolver1,364 1,364 
HW Holdco, LLC (Hanley Wood LLC)(1)Delayed Draw Term Loan— 913 
Innovad Group II BV(1)(2)(3)Delayed Draw Term Loan255 1,261 
INOS 19-090 GmbH(1)(2)(3)Acquisition Facility1,794 2,380 
Interstellar Group B.V.(1)(3)Delayed Draw Term Loan748 1,310 
Interstellar Group B.V.(1)(3)Delayed Draw Term Loan55 55 
Isolstar Holding NV (IPCOM)(1)(3)Delayed Draw Term Loan738 744 
ITI Intermodal, Inc.(1)(2)Delayed Draw Term Loan— 103 
ITI Intermodal, Inc.(1)Revolver1,207 118 
Jaguar Merger Sub Inc.(1)Delayed Draw Term Loan— 422 
Jaguar Merger Sub Inc.(1)Revolver— 490 
Jocassee Partners LLCJoint Venture65,000 65,000 
Jon Bidco Limited(1)(2)(7)Capex & Acquisition Facility1,068 1,441 
Jones Fish Hatcheries & Distributors LLC(1)(2)Revolver418 418 
Kano Laboratories LLC(1)Delayed Draw Term Loan153 153 
Kano Laboratories LLC(1)Delayed Draw Term Loan2,830 2,830 
Kemmerer Operations LLC(1)Delayed Draw Term Loan— 908 
Lambir Bidco Limited(1)(2)(3)Delayed Draw Term Loan600 1,766 
Lattice Group Holdings Bidco Limited(1)(2)Delayed Draw Term Loan255 298 
Lattice Group Holdings Bidco Limited(1)(2)Revolver18 — 
108

Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
Portfolio Company
($ in thousands)
Investment TypeSeptember 30, 2023December 31, 2022
LeadsOnline, LLC(1)(2)Revolver2,603 2,603 
Lifestyle Intermediate II, LLC(1)(2)Revolver2,500 2,500 
LivTech Purchaser, Inc.(1)(2)Delayed Draw Term Loan— 138 
Marmoutier Holding B.V.(1)(2)(3)Delayed Draw Term Loan24 24 
Marmoutier Holding B.V.(1)(2)(3)Revolver104 106 
Marshall Excelsior Co.(1)(2)Revolver551 413 
MC Group Ventures Corporation(1)Delayed Draw Term Loan276 296 
Mercell Holding AS(1)(2)(8)Capex Acquisition Facility738 797 
Modern Star Holdings Bidco Pty Limited(1)(2)(5)Term Loan922 968 
Moonlight Bidco Limited(1)(2)(4)Delayed Draw Term Loan538 — 
Murphy Midco Limited(1)(2)(4)Delayed Draw Term Loan357 407 
Narda Acquisitionco., Inc.(1)Revolver1,311 1,180 
NAW Buyer LLC(1)(2)Delayed Draw Term Loan7,576 — 
NAW Buyer LLC(1)(2)Revolver1,894 — 
NeoxCo(1)(2)(3)Delayed Draw Term Loan476 — 
Nexus Underwriting Management Limited(1)(2)(4)Acquisition Facility250 443 
Nexus Underwriting Management Limited(1)(2)(4)Revolver93 — 
NF Holdco, LLC(1)Revolver663 — 
Novotech Aus Bidco Pty Ltd(1)Capex & Acquisition Facility809 809 
NPM Investments 28 BV(1)(3)Delayed Draw Term Loan459 463 
OA Buyer, Inc.(1)Revolver1,331 1,331 
OAC Holdings I Corp(1)(2)Revolver1,370 607 
Omni Intermediate Holdings, LLC(1)(2)Delayed Draw Term Loan— 2,289 
OSP Hamilton Purchaser, LLC(1)(2)Revolver440 187 
PDQ.Com Corporation(1)Delayed Draw Term Loan5,582 6,885 
Polara Enterprises, L.L.C.(1)Revolver545 545 
Premium Invest(1)(2)(3)Delayed Draw Term Loan2,859 2,882 
Process Insights Acquisition, Inc.(1)(2)Delayed Draw Term Loan935 — 
Process Insights Acquisition, Inc.(1)(2)Revolver1,014 — 
ProfitOptics, LLC(1)(2)Revolver290 484 
Protego Bidco B.V.(1)(2)(3)Delayed Draw Term Loan629 792 
PSP Intermediate 4, LLC(1)(2)(3)Delayed Draw Term Loan721 727 
Qualified Industries, LLC(1)Revolver242 — 
R1 Holdings, LLC(1)Delayed Draw Term Loan1,820 2,623 
R1 Holdings, LLC(1)Revolver1,947 1,601 
RA Outdoors, LLC(1)(2)Revolver747 1,235 
Randys Holdings, Inc.(1)(2)Delayed Draw Term Loan4,412 4,412 
Randys Holdings, Inc.(1)(2)Revolver1,326 1,571 
Rep Seko Merger Sub LLC(1)Delayed Draw Term Loan— 725 
Reward Gateway (UK) Ltd(1)(2)(4)Acquisition Facility— 600 
Rhondda Financing No. 1 DAC(1)(2)(4)Structured Junior Note10,159 — 
Rocade Holdings LLC(1)(2)Preferred Equity30,000 — 
Rock Labor, LLC(1)(2)Revolver1,103 — 
Royal Buyer, LLC(1)Revolver1,340 1,340 
Royal Buyer, LLC(1)Delayed Draw Term Loan1,353 2,209 
RTIC Subsidiary Holdings, LLC(1)(2)Revolver1,905 2,381 
Sanoptis S.A.R.L.(1)(3)Acquisition Capex Facility15 1,751 
109

Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
Portfolio Company
($ in thousands)
Investment TypeSeptember 30, 2023December 31, 2022
Sanoptis S.A.R.L.(1)(3)CAF Term Loan1,598 — 
SBP Holdings LP(1)Delayed Draw Term Loan788 — 
SBP Holdings LP(1)Revolver1,065 — 
Scaled Agile, Inc.(1)(2)Delayed Draw Term Loan331 416 
Scaled Agile, Inc.(1)(2)Revolver336 336 
Scout Bidco B.V.(1)(3)Delayed Draw Term Loan— 2,270 
Scout Bidco B.V.(1)(2)(3)Revolver1,022 1,030 
Security Holdings B.V.(1)(2)(3)Delayed Draw Term Loan2,118 2,134 
Security Holdings B.V.(1)(2)(3)Revolver1,059 1,067 
Security Holdings B.V.(1)(2)(3)Revolver529 — 
Sereni Capital NV(1)(2)(3)Delayed Draw Term Loan673 — 
Sereni Capital NV(1)(3)Term Loan— 109 
Sinari Invest(1)(2)(3)Delayed Draw Term Loan665 — 
Smartling, Inc.(1)(2)Delayed Draw Term Loan— 1,978 
Smartling, Inc.(1)Revolver1,176 1,176 
SmartShift Group, Inc.(1)(2)Delayed Draw Term Loan3,440 — 
SmartShift Group, Inc.(1)(2)Revolver1,651 — 
Smile Brands Group, Inc.(1)(2)Delayed Draw Term Loan— 38 
Soho Square III Debtco II SARL(1)(4)Delayed Draw Term Loan1,135 3,383 
Solo Buyer, L.P.(1)(2)Revolver1,596 1,995 
Sparus Holdings, LLC (f/k/a Sparus Holdings, Inc.)(1)Delayed Draw Term Loan399 666 
Sparus Holdings, LLC (f/k/a Sparus Holdings, Inc.)(1)Revolver98 156 
Spatial Business Systems LLC(1)Delayed Draw Term Loan1,875 7,500 
Spatial Business Systems LLC(1)Revolver1,406 1,406 
SSCP Pegasus Midco Limited(1)(2)(4)Delayed Draw Term Loan3,944 4,664 
Superjet Buyer, LLC(1)Revolver1,369 1,825 
Syntax Systems Ltd(1)(2)Delayed Draw Term Loan1,933 1,933 
Syntax Systems Ltd(1)(2)Revolver337 337 
Tank Holding Corp(1)(2)Delayed Draw Term Loan925 — 
Tank Holding Corp(1)(2)Revolver189 698 
Tanqueray Bidco Limited(1)(4)Capex Facility1,104 1,088 
Techone B.V.(1)(2)(3)Revolver302 203 
Tencarva Machinery Company, LLC(1)Revolver1,129 1,129 
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)(1)Delayed Draw Term Loan2,811 2,811 
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)(1)Revolver827 827 
The Cleaver-Brooks Company, Inc.(1)Revolver3,229 2,826 
The Hilb Group, LLC(1)Delayed Draw Term Loan503 1,182 
Trader Corporation(1)(6)Revolver346 345 
Trintech, Inc.(1)(2)Revolver383 — 
TSYL Corporate Buyer, Inc.(1)Delayed Draw Term Loan1,681 1,681 
TSYL Corporate Buyer, Inc.(1)Revolver177 177 
Turbo Buyer, Inc.(1)(2)Delayed Draw Term Loan1,350 1,350 
Union Bidco Limited(1)(2)(4)Acquisition Facility79 78 
United Therapy Holding III GmbH(1)(2)(3)Acquisition Facility655 1,170 
Unither (Uniholding)(1)(2)(3)Delayed Draw Term Loan459 — 
USLS Acquisition, Inc.(f/k/a US Legal Support, Inc.)(1)(2)Delayed Draw Term Loan2,588 3,629 
W2O Holdings, Inc.(1)Delayed Draw Term Loan— 2,622 
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Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
Portfolio Company
($ in thousands)
Investment TypeSeptember 30, 2023December 31, 2022
Waccamaw River(2)Joint Venture— 2,480 
West-NR AcquisitionCo., LLC(1)(2)Delayed Draw Term Loan2,500 — 
Whitcraft Holdings, Inc.(1)(2)Revolver1,886 — 
Woodland Foods, Inc.(1)(2)Line of Credit1,016 456 
WWEC Holdings III Corp(1)Delayed Draw Term Loan3,106 3,106 
WWEC Holdings III Corp(1)Revolver2,112 1,366 
Xeinadin Bidco Limited(1)(2)(4)CAF Term Loan2,589 3,109 
ZB Holdco LLC(1)(2)Delayed Draw Term Loan— 1,352 
ZB Holdco LLC(1)(2)Delayed Draw Term Loan2,932 — 
ZB Holdco LLC(1)(2)Revolver811 845 
Zeppelin Bidco Limited(1)(2)(4)Capex / Acquisition Facility2,553 2,516 
Total unused commitments to extend financing$338,576 $308,532 
(1)The Adviser’s estimate of the fair value of the current investments in these portfolio companies includes an analysis of the fair value of any unfunded commitments.
(2)Represents a commitment to extend financing to a portfolio company where one or more of the Company’s current investments in the portfolio company are carried at less than cost.
(3)Actual commitment amount is denominated in Euros. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(4)Actual commitment amount is denominated in British pounds sterling. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(5)Actual commitment amount is denominated in Australian dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(6)Actual commitment amount is denominated in Canadian dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(7)Actual commitment amount is denominated in New Zealand dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(8)Actual commitment amount is denominated in Norwegian kroner. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
In the normal course of business, the Company guarantees certain obligations in connection with its portfolio companies (in particular, certain controlled portfolio companies). Under these guarantee arrangements, payments may be required to be made to third parties if such guarantees are called upon or if the portfolio companies were to default on their related obligations, as applicable. As of both September 30, 2023 and December 31, 2022, the Company had guaranteed €9.9 million ($10.5 million U.S. dollars and $10.6 million U.S. dollars, respectively) relating to credit facilities among Erste Bank and MVC Automotive Group Gmbh (“MVC Auto”) that mature in December 2025. The Company would be required to make payments to Erste Bank if MVC Auto were to default on their related payment obligations. None of the credit facility guarantees are recorded as a liability on the Company’s Unaudited and Audited Consolidated Balance Sheets, as such the credit facility liabilities are considered in the valuation of the investments in MVC Auto. The guarantees denominated in foreign currencies were translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
Neither the Company, the Adviser, nor the Company’s subsidiaries are currently subject to any material pending legal proceedings, other than ordinary routine litigation incidental to their respective businesses. The Company, the Adviser, and the Company’s subsidiaries may from time to time, however, be involved in litigation arising out of operations in the normal course of business or otherwise, including in connection with strategic transactions. Furthermore, third parties may seek to impose liability on the Company in connection with the activities of its portfolio companies. While the outcome of any current legal proceedings cannot at this time be predicted with certainty, the Company does not expect any current matters will materially affect its financial condition or results of operations; however, there can be no assurance whether any pending legal proceedings will have a material adverse effect on the Company’s financial condition or results of operations in any future reporting period.
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Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
8. FINANCIAL HIGHLIGHTS
The following is a schedule of financial highlights for the nine months ended September 30, 2023 and 2022:
 Nine Months Ended September 30,
($ in thousands, except share and per share amounts)20232022
Per share data:
Net asset value at beginning of period$11.05 $11.36 
Net investment income (1)0.88 0.78 
Net realized gain (loss) on investments / foreign currency transactions / forward currency contracts (1)(0.71)(0.02)
Net unrealized appreciation (depreciation) on investments / CSAs / foreign currency transactions / forward currency contracts (1)0.74 (0.67)
Total increase (decrease) from investment operations (1)0.91 0.09 
Dividends/distributions paid to stockholders from net investment income(0.76)(0.71)
Sierra Merger (See Note 9) (2)— 0.10 
Deemed contribution - CSA (See Note 9)— 0.40 
Purchases of shares in share repurchase plan0.05 0.04 
Net asset value at end of period$11.25 $11.28 
Market value at end of period (3)$8.91 $8.27 
Shares outstanding at end of period106,516,166 108,882,105 
Net assets at end of period$1,198,224 $1,228,061 
Average net assets$1,212,397 $1,167,772 
Ratio of total expenses, including loss on extinguishment of debt and provision for taxes, to average net assets (annualized) (4)13.06 %8.98 %
Ratio of net investment income to average net assets (annualized)10.39 %8.99 %
Portfolio turnover ratio (annualized) (5)13.21 %38.41 %
Total return (6)19.86 %(19.45)%
(1)Weighted average per share data—basic and diluted; per share data was derived by using the weighted average shares outstanding during the applicable period.
(2)Includes the impact of the share issuance and deemed contribution from Barings LLC associated with the Sierra Merger.
(3)Represents the closing price of the Company’s common stock on the last day of the period.
(4)Does not include expenses of underlying investment companies, including joint ventures.
(5)Portfolio turnover ratio as of September 30, 2022 excludes the impact of the Sierra Merger.
(6)Total return is based on purchase of stock at the current market price on the first day and a sale at the current market price on the last day of each period reported on the table and assumes reinvestment of dividends at prices obtained by the Company’s dividend reinvestment plan during the period. Total return is not annualized.
9. SIERRA MERGER
On February 25, 2022, the Company completed the Sierra Mergerpursuant to the terms and conditions of that certain Agreement and Plan of Merger (the “Sierra Merger Agreement”), dated as of September 21, 2021, by and among the Company, Mercury Acquisition Sub, Inc., a Maryland corporation and a direct wholly owned subsidiary of the Company (“Sierra Acquisition Sub”), Sierra, a Maryland corporation, and Barings. To effect the acquisition, Sierra Acquisition Sub merged with and into Sierra, with Sierra surviving the merger as the Company’s wholly owned subsidiary (the “First Sierra Merger”). Immediately thereafter, Sierra merged with and into the Company, with the Company as the surviving company (the “Second Sierra Merger” and, together with the First Sierra Merger, the “Sierra Merger”). The Sierra Merger has been treated as a “reorganization” within the meaning of Section 368(a)(1)(A) of the Code.
Pursuant to the Sierra Merger Agreement, Sierra stockholders received the right to the following merger consideration in exchange for each share of Sierra common stock issued and outstanding immediately prior to the effective time of the First Sierra Merger (excluding any shares cancelled pursuant to the Sierra Merger Agreement): (i) approximately $0.9783641 per share in cash, without interest, from Barings and (ii) 0.44973 of a validly issued, fully paid and non-assessable share of the Company’s common stock. The Company issued approximately 45,986,926 shares of its common stock to Sierra’s former stockholders in connection with the Sierra Merger, thereby resulting in the Company’s then-existing stockholders owning approximately 58.7% of the combined company and Sierra’s former stockholders owning approximately 41.3% of the combined company.
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Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
In connection with the completion of the Sierra Merger, the Board affirmed the Company’s commitment to make open-market purchases of shares of its common stock in an aggregate amount of up to $30.0 million at then-current market prices at any time shares trade below 90% of the Company’s then most recently disclosed NAV per share. Any repurchases pursuant to the authorized program will occur during the 12-month period commencing on April 1, 2022 and are expected to be made in accordance with a Rule 10b5-1 purchase plan that qualifies for the safe harbors provided by Rules 10b5-1 and 10b-18 under the Exchange Act, as well as subject to compliance with the Company’s covenant and regulatory requirements. During the year ended December 31, 2022, the Company repurchased the maximum amount of $30.0 million of common stock authorized under the Sierra share repurchase program.
In connection with the Sierra Merger, on February 25, 2022, the Company entered into the Second Amended Barings BDC Advisory Agreement with the Adviser. Promptly following the closing of the Sierra Merger, the Company also entered into the Sierra Credit Support Agreement with Barings. See “Note 2 - Agreements and Related Party Transactions” for more information regarding the Second Amended Barings BDC Advisory Agreement and the Sierra Credit Support Agreement.
The Sierra Merger was accounted for in accordance with the asset acquisition method of accounting as detailed in ASC 805-50, Business Combinations-Related Issues. Under asset acquisition accounting, acquiring assets in groups not only requires ascertaining the cost of the asset (or net assets), but also allocating that cost to the individual assets (or individual assets and liabilities) that make up the group. Per ASC 805-50-30-1, the acquired assets (as a group) are recognized based on their cost to the acquiring entity, which generally includes transaction costs of the asset acquisition, and no gain or loss is recognized unless the fair value of noncash assets given as consideration differs from the assets carrying amounts on the acquiring entity’s records. ASC 805-50-30-2 goes on to say asset acquisitions in which the consideration given is cash are measured by the amount of cash paid. However, if the consideration given is not in the form of cash (that is, in the form of noncash assets, liabilities incurred, or equity interests issued), measurement is based on the cost to the acquiring entity or the fair value of the assets (or net assets) acquired, whichever is more clearly evident and, thus, more reliably measured.
The fair value of the merger consideration paid by the Company was allocated to the assets acquired and liabilities assumed based on their relative fair values as of the date of acquisition and did not give rise to goodwill. Since the fair value of the net assets acquired exceeded the fair value of the merger consideration paid by the Company, the Company recognized a deemed contribution from the Adviser.
The following table summarizes the allocation of the purchase price to the assets acquired and liabilities assumed as a result of the Sierra Merger:
($ in thousands)
Common stock issued by the Company$499,418 
Cash consideration paid by the Company(1)10,670 
Deemed contribution from Barings LLC27,729 
Total purchase price$537,817 
Assets acquired:
Investments(2)$442,198 
Cash102,006 
Other assets(3)3,519 
Total assets acquired$547,723 
Liabilities assumed(4)(9,906)
Net assets acquired$537,817 
(1)The Company incurred $10.6 million in professional fees and other costs related to the Sierra Merger, including $4.0 million in investment banking fees.
(2)Investments acquired were recorded at fair value, which is also the Company's initial cost basis
(3)Other assets acquired in the Sierra Merger consisted of the following:
($ in thousands)
Interest and fees receivable$2,874 
Escrow receivable645 
Total$3,519 
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Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
(4)Liabilities assumed in the Sierra Merger consisted of the following:
($ in thousands)
Accrued merger expenses$3,327 
Current and deferred tax liability3,814 
Other liabilities2,765 
Total$9,906 
10. SUBSEQUENT EVENTS
On November 9, 2023, the Board declared a quarterly distribution of $0.26 per share payable on December 13, 2023 to holders of record as of December 6, 2023.
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Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion is designed to provide a better understanding of our Unaudited Consolidated Financial Statements for the three and nine months ended September 30, 2023, including a brief discussion of our business, key factors that impacted our performance and a summary of our operating results. The following discussion should be read in conjunction with the Unaudited Consolidated Financial Statements and the notes thereto included in Item 1 of this Quarterly Report on Form 10-Q, and the Consolidated Financial Statements and notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the year ended December 31, 2022. Historical results and percentage relationships among any amounts in the financial statements are not necessarily indicative of trends in operating results for any future periods.
Forward-Looking Statements
Some of the statements in this Quarterly Report constitute forward-looking statements because they relate to future events or our future performance or financial condition. Forward-looking statements may include, among other things, statements as to our future operating results, our business prospects and the prospects of our portfolio companies, the impact of the investments that we expect to make, the ability of our portfolio companies to achieve their objectives, our expected financings and investments, the adequacy of our cash resources and working capital, and the timing of cash flows, if any, from the operations of our portfolio companies. Words such as “expect,” “anticipate,” “target,” “goals,” “project,” “intend,” “plan,” “believe,” “seek,” “estimate,” “continue,” “forecast,” “may,” “should,” “potential,” variations of such words, and similar expressions indicate a forward-looking statement, although not all forward-looking statements include these words. Readers are cautioned that the forward-looking statements contained in this Quarterly Report are only predictions, are not guarantees of future performance, and are subject to risks, events, uncertainties and assumptions that are difficult to predict. Our actual results could differ materially from those implied or expressed in the forward-looking statements for any reason, including the items discussed herein, in Item 1A titled “Risk Factors” in Part I of our Annual Report on Form 10-K for the year ended December 31, 2022 and in Item 1A titled “Risk Factors” in Part II of our subsequently filed Quarterly Reports on Form 10-Q or in other reports that we may file with the Securities and Exchange Commission (the “SEC”) from time to time. Other factors that could cause our actual results and financial condition to differ materially include, but are not limited to, changes in political, economic or industry conditions, including the risks of a slowing economy, rising inflation and risk of recession, and volatility in the financial services sector, including bank failures; the interest rate environment or conditions affecting the financial and capital markets; the impact of global health crises, on our or our portfolio companies’ business and the U.S. and global economies; our, or our portfolio companies’, future business, operations, operating results or prospects; risks associated with possible disruption due to terrorism in our operations or the economy generally; and future changes in laws or regulations and conditions in our or our portfolio companies’ operating areas. These statements are based on our current expectations, estimates, forecasts, information and projections about the industry in which we operate and the beliefs and assumptions of our management as of the date of filing of this Quarterly Report. We assume no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless we are required to do so by law. Although we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that we may make directly to you or through reports that we in the future may file with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.
Overview of Our Business
We are a Maryland corporation incorporated on October 10, 2006. In August 2018, in connection with the closing of an externalization transaction through which Barings LLC (“Barings” or the “Adviser”) agreed to become our external investment adviser, we entered into an investment advisory agreement (the “Original Advisory Agreement”) and an administration agreement (the “Administration Agreement”) with Barings. In connection with the completion of our acquisition of MVC Capital, Inc., a Delaware corporation, on December 23, 2020 (the “MVC Acquisition”), we entered into an amended and restated investment advisory agreement (the “Amended and Restated Advisory Agreement”) with Barings on December 23, 2020, following approval of the Amended and Restated Advisory Agreement by our stockholders at our December 23, 2020 special meeting of stockholders. The terms of the Amended and Restated Advisory Agreement became effective on January 1, 2021. In connection with the completion of the Sierra Merger (as defined below), on February 25, 2022, we entered into a second amended and restated investment advisory agreement (the “Second Amended Barings BDC Advisory Agreement”) with the Adviser. On June 24, 2023, we entered into the third amended and restated advisory agreement with the Adviser in order to update the term of the agreement to expire on June 24th of each year subject to annual re-approval in accordance with its terms (the “New Barings BDC Advisory Agreement”). All other terms and provisions of the Second Amended Barings BDC Advisory Agreement between us the Adviser, including with respect to the calculation of the fees payable to the Adviser, remained unchanged under the New Barings BDC Advisory Agreement. Under the terms of the New Barings BDC Advisory
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Agreement and the Administration Agreement, Barings serves as our investment adviser and administrator and manages our investment portfolio and performs (or oversees, or arranges for, the performance of) the administrative services necessary for our operation.
An externally-managed business development company (“BDC”) generally does not have any employees, and its investment and management functions are provided by an outside investment adviser and administrator under an advisory agreement and administration agreement. Instead of directly compensating employees, we pay Barings for investment management and administrative services pursuant to the terms of an investment advisory agreement and an administration agreement. Under the terms of the New Barings BDC Advisory Agreement, the fees paid to Barings for managing our affairs are determined based upon an objective and fixed formula, as compared with the subjective and variable nature of the costs associated with employing management and employees in an internally-managed BDC structure, which include bonuses that cannot be directly tied to Company performance because of restrictions on incentive compensation under the Investment Company Act of 1940, as amended (the “1940 Act”).
Beginning in August 2018, Barings shifted our investment focus to invest in syndicated senior secured loans, bonds and other fixed income securities. Since that time, Barings has transitioned our portfolio to primarily senior secured private debt investments in well-established middle-market businesses that operate across a wide range of industries. Barings’ existing SEC co-investment exemptive relief under the 1940 Act (the “Exemptive Relief”) permits us and Barings’ affiliated private and SEC-registered funds to co-invest in Barings-originated loans, which allows Barings to efficiently implement its senior secured private debt investment strategy for us.
Barings employs fundamental credit analysis, and targets investments in businesses with relatively low levels of cyclicality and operating risk. The holding size of each position will generally be dependent upon a number of factors including total facility size, pricing and structure, and the number of other lenders in the facility. Barings has experience managing levered vehicles, both public and private, and will seek to enhance our returns through the use of leverage with a prudent approach that prioritizes capital preservation. Barings believes this strategy and approach offers attractive risk/return with lower volatility given the potential for fewer defaults and greater resilience through market cycles. A significant portion of our investments are expected to be rated below investment grade by rating agencies or, if unrated would be rated below investment grade if they were rated. Below investment grade securities, which are often referred to as “junk,” have predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal.
We generate revenues in the form of interest income, primarily from our investments in debt securities, loan origination and other fees and dividend income. Fees generated in connection with our debt investments are recognized over the life of the loan using the effective interest method or, in some cases, recognized as earned. Our senior secured, middle-market, private debt investments generally have terms of between five and seven years. Our senior secured, middle-market, first lien private debt investments generally bear interest between the Secured Overnight Financing Rate (“SOFR”) (or the applicable currency rate for investments in foreign currencies) plus 475 basis points and SOFR plus 675 basis points per annum. Our subordinated middle-market, private debt investments generally bear interest between SOFR (or the applicable currency rate for investments in foreign currencies) plus 700 basis points and SOFR plus 900 basis points per annum if floating rate, and between 8% and 15% if fixed rate. From time to time, certain of our investments may have a form of interest, referred to as payment-in-kind (“PIK”) interest, which is not paid currently but is instead accrued and added to the loan balance and paid at the end of the term.
As of September 30, 2023 and December 31, 2022, the weighted average yield on the principal amount of our outstanding debt investments other than non-accrual debt investments was approximately 10.6% and 9.7%, respectively. The weighted average yield on the principal amount of all of our outstanding debt investments (including non-accrual debt investments) was approximately 10.1% and 9.1% as of September 30, 2023 and December 31, 2022, respectively.
Sierra Income Corporation Acquisition
On February 25, 2022, we completed our acquisition of Sierra Income Corporation, a Maryland corporation (“Sierra”), pursuant to the terms and conditions of that certain Agreement and Plan of Merger (the “Sierra Merger Agreement”), dated as of September 21, 2021, with Sierra, Mercury Acquisition Sub, Inc., a Maryland corporation and our direct wholly owned subsidiary (“Sierra Acquisition Sub”), and Barings. To effect the acquisition, Sierra Acquisition Sub merged with and into Sierra, with Sierra surviving the merger as our wholly owned subsidiary (the “First Sierra Merger”). Immediately thereafter, Sierra merged with and into us, with Barings BDC, Inc. as the surviving company (the “Second Sierra Merger” and, together with the First Sierra Merger, the “Sierra Merger”).
Pursuant to the Sierra Merger Agreement, each share of Sierra common stock, par value $0.001 per share (the “Sierra Common Stock”), issued and outstanding immediately prior to the effective time of the First Sierra Merger (other than shares of Sierra Common Stock issued and outstanding immediately prior to the effective time of the First Sierra Merger that were held
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by a subsidiary of Sierra or held, directly or indirectly, by us or Sierra Acquisition Sub) was converted into the right to receive (i) an amount in cash from Barings, without interest, equal to $0.9783641, and (ii) 0.44973 shares of our common stock, plus any cash in lieu of fractional shares. As a result of the Sierra Merger, former Sierra stockholders received approximately 46.0 million shares of our common stock for their shares of Sierra Common Stock.
In connection with the Sierra Merger, on February 25, 2022, following the closing of the Sierra Merger, we entered into (1) the Second Amended Barings BDC Advisory Agreement, and (2) a credit support agreement (the “Sierra Credit Support Agreement”) with Barings, pursuant to which Barings has agreed to provide credit support to us in the amount of up to $100.0 million relating to the net cumulative realized and unrealized losses on the acquired Sierra investment portfolio over a 10-year period. See “Note 2. Agreements and Related Party Transactions” and “Note. 6 Derivative Instruments” in the Notes to our Unaudited Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for more information.
In addition, in connection with the Sierra Merger, we committed to make open-market purchases of our common stock, pursuant to Rule 10b-18 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and subject to our compliance with our covenant and regulatory requirements, shares of our common stock in an aggregate amount of up to $30.0 million at then-current market prices at any time the shares of our common stock trade below 90% of our then most recently disclosed NAV per share during the 12-month period commencing on April 1, 2022.
Relationship with Our Adviser, Barings
Our investment adviser, Barings, a wholly-owned subsidiary of Massachusetts Mutual Life Insurance Company, is a leading global asset management firm and is registered with the SEC as an investment adviser under the Investment Advisers Act of 1940, as amended. Barings’ primary investment capabilities include fixed income, private credit, real estate, equity, and alternative investments. Subject to the overall supervision of our Board of Directors (the “Board”), Barings’ Global Private Finance Group (“Barings GPFG”) manages our day-to-day operations, and provides investment advisory and management services to us. Barings GPFG is part of Barings’ $270.0 billion Global Fixed Income Platform (as of September 30, 2023) that invests in liquid, private and structured credit. Barings GPFG also advises private funds and separately managed accounts, along with multiple public vehicles.
Among other things, Barings (i) determines the composition of our portfolio, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identifies, evaluates and negotiates the structure of the investments made by us; (iii) executes, closes, services and monitors the investments that we make; (iv) determines the securities and other assets that we will purchase, retain or sell; (v) performs due diligence on prospective portfolio companies and (vi) provides us with such other investment advisory, research and related services as we may, from time to time, reasonably require for the investment of our funds.
Under the terms of the Administration Agreement, Barings (in its capacity as our Administrator) performs (or oversees, or arranges for, the performance of) the administrative services necessary for our operation, including, but not limited to, office facilities, equipment, clerical, bookkeeping and record keeping services at such office facilities and such other services as Barings, subject to review by the Board, will from time to time determine to be necessary or useful to perform its obligations under the Administration Agreement. Barings also, on our behalf and subject to the Board’s oversight, arranges for the services of, and oversees, custodians, depositories, transfer agents, dividend disbursing agents, other stockholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable. Barings is responsible for the financial and other records that we are required to maintain and will prepare all reports and other materials required to be filed with the SEC or any other regulatory authority.
Included in Barings GPFG is Barings North American Private Finance Team (the “U.S. Investment Team”), which consists of 52 investment professionals (as of September 30, 2023) located in three offices in the United States. The U.S. Investment Team provides a full set of solutions to the North American middle market, including revolvers, first and second lien senior secured loans, unitranche structures, mezzanine debt and equity co-investments. The U.S. Investment Team averages over 20 years of industry experience at the Managing Director and Director level. In addition, Barings believes that it has best-in-class support personnel, including expertise in risk management, legal, accounting, tax, information technology and compliance, among others. We expect to benefit from the support provided by these personnel in our operations.
117



Stockholder Approval of Reduced Asset Coverage Ratio
On July 24, 2018, our stockholders voted at a special meeting of stockholders (the “2018 Special Meeting”) to approve a proposal to authorize us to be subject to a reduced asset coverage ratio of at least 150% under the 1940 Act. As a result of the stockholder approval at the 2018 Special Meeting, effective July 25, 2018, our applicable asset coverage ratio under the 1940 Act has been decreased to 150% from 200%. As a result, we are permitted under the 1940 Act to incur indebtedness at a level which is more consistent with a portfolio of senior secured debt. As of September 30, 2023, our asset coverage ratio was 178.2%.
Portfolio Composition
The total value of our investment portfolio was $2,521.6 million as of September 30, 2023, as compared to $2,448.9 million as of December 31, 2022. As of September 30, 2023, we had investments in 335 portfolio companies with an aggregate cost of $2,576.2 million. As of December 31, 2022, we had investments in 322 portfolio companies with an aggregate cost of $2,562.4 million. As of both September 30, 2023 and December 31, 2022, none of our portfolio investments represented greater than 10% of the total fair value of our investment portfolio.
As of September 30, 2023 and December 31, 2022, our investment portfolio consisted of the following investments:
($ in thousands)CostPercentage of
Total
Portfolio
Fair ValuePercentage of
Total
Portfolio
September 30, 2023:
Senior debt and 1st lien notes
$1,751,992 68 %$1,700,689 67 %
Subordinated debt and 2nd lien notes277,176 11 257,633 10 
Structured products105,045 89,731 
Equity shares293,210 11 355,690 14 
Equity warrants178 — 1,246 — 
Investment in joint ventures / PE fund148,596 116,646 
$2,576,197 100 %$2,521,635 100 %
December 31, 2022:
Senior debt and 1st lien notes
$1,752,943 69 %$1,696,192 69 %
Subordinated debt and 2nd lien notes326,639 13 263,139 11 
Structured products88,805 73,550 
Equity shares230,188 284,570 12 
Equity warrants178 — 1,057 — 
Investment in joint ventures / PE fund163,645 130,427 
$2,562,398 100 %$2,448,935 100 %
Investment Activity
During the nine months ended September 30, 2023, we made 25 new investments totaling $156.8 million, made investments in existing portfolio companies totaling $134.2 million and made a $55.0 million equity co-investment alongside certain affiliates in a portfolio company that specializes in providing financing to plaintiff law firms engaged in mass tort and other civil litigation. We had 10 loans repaid totaling $76.3 million and received $69.0 million of portfolio company principal payments, recognizing a loss on these repayments of $0.7 million. We received $17.5 million of return of capital from our joint ventures and equity investments. In addition, we received $34.0 million for the sale of loans, recognizing a net realized loss on these transactions of $49.0 million, and sold $91.5 million of middle-market portfolio debt investments to our joint ventures realizing a loss on these transactions of $0.3 million. In addition, investments in three portfolio companies were restructured, which resulted in a loss of $5.0 million. Lastly, we received proceeds related to the sale of equity investments totaling $4.8 million and recognized a net realized loss on such sales totaling $7.2 million.
118



During the nine months ended September 30, 2022, we made 69 new investments totaling $681.2 million, purchased $442.2 million of investments as part of the Sierra Merger, made investments in existing portfolio companies totaling $221.7 million and made additional investments in joint venture equity portfolio companies totaling $13.8 million. We had 29 loans repaid totaling $238.3 million, received $46.6 million of portfolio company principal payments and received $56.5 million of return of capital from our joint ventures. In addition, we sold $185.9 million of loans, recognizing a net realized loss on these transactions of $9.7 million, and sold $177.4 million of middle-market portfolio company debt investments to one of our joint ventures and realized a loss on these transactions of $5.6 million. We received proceeds related to the sale of equity investments totaling $1.9 million, a distribution from one of our portfolio companies totaling $6.2 million and recognized a net realized gain on such sales and distributions totaling $5.6 million. Lastly, we exchanged a debt investment totaling $13.8 million in one portfolio company for equity totaling $13.9 million and realized a loss on such exchange of $0.8 million.
Total portfolio investment activity for the nine months ended September 30, 2023 and 2022 was as follows:
Nine Months Ended
September 30, 2023:
($ in thousands)
Senior Debt
and 1st Lien
Notes
Subordinated Debt and 2nd Lien NotesStructured ProductsEquity
Shares
Equity WarrantsInvestments in Joint Ventures / PE FundTotal
Fair value, beginning of period$1,696,192 $263,139 $73,550 $284,570 $1,057 $130,427 $2,448,935 
New investments237,812 32,722 22,669 69,685 — 2,480 365,368 
Proceeds from sales of investments/return of capital(139,593)(2,800)(4,404)(4,844)— (17,530)(169,171)
Loan origination fees received(5,801)(51)— — — — (5,852)
Principal repayments received(94,861)(43,999)(2,042)— — — (140,902)
Payment-in-kind interest/dividend6,326 7,674 — 5,331 — — 19,331 
Accretion of loan premium/discount612 495 17 — — — 1,124 
Accretion of deferred loan origination revenue5,605 437 — — — — 6,042 
Realized gain (loss)(11,090)(43,902)(7,150)(62,142)
Unrealized appreciation (depreciation)5,48743,918(59)8,0981891,26958,902 
Fair value, end of period$1,700,689 $257,633 $89,731 $355,690 $1,246 $116,646 $2,521,635 

Nine Months Ended
September 30, 2022:
($ in thousands)
Senior Debt
and 1st Lien
Notes
Subordinated Debt and 2nd Lien NotesStructured ProductsEquity
Shares
Equity WarrantsInvestments in Joint Ventures / PE FundTotal
Fair value, beginning of period$1,221,598 $240,037 $40,271 $154,477 $1,107 $143,104 $1,800,594 
New investments746,494 89,750 7,061 73,532 13,797 930,638 
Investments acquired in Sierra merger235,770 66,662 46,666 7,065 72 85,963 442,198 
Proceeds from sales of investments/return of capital(346,876)(21,555)(6,421)(1,632)(250)(62,730)(439,464)
Loan origination fees received(14,660)(1,303)— — — — (15,963)
Principal repayments received(227,458)(56,443)(3,272)— — — (287,173)
Payment-in-kind interest/dividend3,695 9,320 — 206 — — 13,221 
Accretion of loan premium/discount1,403 137 16 — — — 1,556 
Accretion of deferred loan origination revenue6,818 1,761 — — — — 8,579 
Realized gain (loss)(13,544)(2,567)177(760)6,181(10,513)
Unrealized appreciation (depreciation)(55,844)(45,961)(16,510)45,739(129)(38,476)(111,181)
Fair value, end of period$1,557,396 $279,838 $67,811 $279,564 $44 $147,839 $2,332,492 
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Non-Accrual Assets
Generally, when interest and/or principal payments on a loan become past due, or if we otherwise do not expect the borrower to be able to service its debt and other obligations, we will place the loan on non-accrual status and will generally cease recognizing interest income on that loan for financial reporting purposes until all principal and interest have been brought current through payment or due to a restructuring such that the interest income is deemed to be collectible. As of September 30, 2023, we had seven portfolio companies with investments on non-accrual, the aggregate fair value of which was $40.1 million, which comprised 1.6% of the total fair value of our portfolio, and the aggregate cost of which was $64.6 million, which comprised 2.5% of the total cost of our portfolio. As of December 31, 2022, we had seven portfolio companies with investments on non-accrual, the fair value of which was $24.3 million, which comprised 1.0% of the total fair value of our portfolio, and the cost of which was $98.8 million, which comprised 3.9% of the total cost of our portfolio.
A summary of our non-accrual assets as of September 30, 2023 is provided below:
1888 Industrial Services, LLC
In connection with the Sierra Merger, we purchased our debt and equity investments in 1888 Industrial Services, LLC, or 1888. The 1888 debt investments are on non-accrual status and as a result, under U.S. generally accepted accounting principles (“U.S. GAAP”), we will not recognize interest income on our debt investments in 1888 for financial reporting purposes. As of September 30, 2023, the cost of our debt investments in 1888 was $1.9 million and the fair value of such investments was $1.1 million.
Anju Software, Inc.
During the quarter ended September 30, 2023, we placed our debt investment in Anju Software, Inc., or Anju Software, on non-accrual status. As a result, under U.S. GAAP, we will not recognize interest income on our debt investment in Anju Software for financial reporting purposes. As of September 30, 2023, the cost of our debt investment in Anju Software was $13.2 million and the fair value of such investment was $9.9 million.
Black Angus Steakhouse, LLC
In connection with the Sierra Merger, we purchased our debt and equity investments in Black Angus Steakhouse, LLC, or Black Angus. The Black Angus PIK term loan is on non-accrual status and as a result, under U.S. GAAP, we will not recognize interest income on our PIK term loan in Black Angus for financial reporting purposes. As of September 30, 2023, the cost of the PIK term loan in Black Angus was $9.6 million and the fair value of such investment was $6.1 million.
Core Scientific, Inc.
During the quarter ended December 31, 2022, we placed our debt investment in Core Scientific, Inc., or Core Scientific, on non-accrual status effective with the monthly payment due October 31, 2022. As a result, under U.S. GAAP, we will not recognize interest income on our debt investment in Core Scientific for financial reporting purposes. As of September 30, 2023, the cost of our debt investment in Core Scientific was $29.6 million and the fair value of such investment was $23.0 million.
Holland Acquisition Corp.
In connection with the Sierra Merger, we purchased our debt investment in Holland Acquisition Corp., or Holland. Holland is on non-accrual status and as a result, under U.S. GAAP, we will not recognize interest income on our debt investment in Holland for financial reporting purposes. As of September 30, 2023, both the cost and fair value of our debt investment in Holland was nil.
Legal Solutions Holdings
In connection with the MVC Acquisition, we purchased our debt investment in Legal Solutions Holdings, or Legal Solutions. During the quarter ended September 30, 2021, we placed our debt investment in Legal Solutions on non-accrual status. As a result, under U.S. GAAP, we will not recognize interest income on our debt investment in Legal Solutions for financial reporting purposes. As of September 30, 2023, the cost of our debt investment in Legal Solutions was $10.1 million and the fair value of such investment was nil.
120



Wawona Delaware Holdings, LLC
In connection with the Sierra Merger, we purchased our debt investment in Wawona Delaware Holdings, LLC, or Wawona. During the quarter ended March 31, 2023, we placed our debt investment in Wawona on non-accrual status. As a result, under U.S. GAAP, we will not recognize interest income on our debt investment in Wawona for financial reporting purposes. As of September 30, 2023, the cost of our debt investment in Wawona was $41.0 thousand and the fair value of such investment was $9.5 thousand.
Results of Operations
Comparison of the three and nine months ended September 30, 2023 and September 30, 2022
Operating results for the threeand nine months ended September 30, 2023 and 2022 were as follows:
Three Months
Ended
Three Months
Ended
Nine Months EndedNine Months Ended
($ in thousands)September 30,
2023
September 30,
2022
September 30,
2023
September 30,
2022
Total investment income$70,846 $56,306 $213,352 $155,656 
Total operating expenses37,125 28,394 118,113 76,955 
Net investment income before taxes33,721 27,912 95,239 78,701 
Income taxes, including excise tax provision412 — 807 
Net investment income after taxes33,309 27,912 94,432 78,695 
Net realized gains (losses)(17,260)7,862 (75,543)(3,803)
Net unrealized appreciation (depreciation)2,010 (26,121)79,039 (67,310)
Net realized gains (losses) and unrealized appreciation (depreciation) on investments, credit support agreements, foreign currency transactions and forward currency contracts(15,250)(18,259)3,496 (71,113)
Benefit from (provision for) taxes262 240 161 (1,650)
Net increase in net assets resulting from operations$18,321 $9,893 $98,089 $5,932 
Net increases or decreases in net assets resulting from operations can vary substantially from period to period due to various factors, including recognition of realized gains and losses and unrealized appreciation and depreciation. As a result, comparisons of net changes in net assets resulting from operations may not be meaningful.
Investment Income
Three Months
Ended
Three Months
Ended
Nine Months EndedNine Months Ended
($ in thousands)September 30,
2023
September 30,
2022
September 30,
2023
September 30,
2022
Investment income:
Total interest income$55,405 $40,639 $162,719 $113,492 
Total dividend income8,515 7,905 26,639 22,844 
Total fee and other income2,650 4,321 10,250 10,589 
Total payment-in-kind interest income3,979 3,267 13,043 8,540 
Interest income from cash297 174 701 191 
Total investment income$70,846 $56,306 $213,352 $155,656 
The change in total investment income for the three and nine months ended September 30, 2023, as compared to the three and nine months ended September 30, 2022, was primarily due to an increase in the weighted average yield on the portfolio from higher base rates, an increase in the average size of our portfolio, increased dividends from portfolio companies and joint venture investments and increased PIK interest income. The weighted average yield on the principal amount of our outstanding debt investments, other than non-accrual debt investments, was 10.6% as of September 30, 2023, as compared to 8.6% as of September 30, 2022. The amount of our outstanding debt investments was $2,235.1 million as of September 30, 2023, as compared to $2,122.5 million as of September 30, 2022. The increase in the average size of our portfolio was largely due to net additions in middle-market and special situation investments. For the three and nine months ended September 30, 2023, dividends from portfolio companies and joint venture investments were $8.5 million and $26.6 million, respectively, as compared to $7.9 million and $22.8 million, respectively, for the three and nine months ended September 30, 2022. For the three and nine months ended September 30, 2023, PIK interest income was $4.0 million and $13.0 million, respectively, as compared to $3.3 million and $8.5 million, respectively, for the three and nine months ended September 30, 2022.
121



Operating Expenses
Three Months
Ended
Three Months
Ended
Nine Months EndedNine Months Ended
($ in thousands)September 30,
2023
September 30,
2022
September 30,
2023
September 30,
2022
Operating expenses:
Interest and other financing fees$21,829 $15,341 $61,956 $40,170 
Base management fees8,315 8,267 24,302 21,520 
Incentive management fees4,618 1,825 24,309 6,579 
General and administrative expenses2,363 2,961 7,546 8,686 
Total operating expenses$37,125 $28,394 $118,113 $76,955 
Interest and Other Financing Fees
Interest and other financing fees during the three and nine months ended September 30, 2023 and September 30, 2022 were attributable to borrowings under the February 2019 Credit Facility, the August 2025 Notes, the November Notes, the February Notes and the November 2026 Notes (each as defined below under “Liquidity and Capital Resources”). The increase in interest and other financing fees for the three and nine months ended September 30, 2023 as compared to the three and nine months ended September 30, 2022, was primarily attributable to increase in the weighted average interest rate on the February 2019 Credit Facility. The weighted average interest on the February 2019 Credit Facility was 7.1% as of September 30, 2023, as compared to 4.1% as of September 30, 2022.
Base Management Fees
Under the terms of the New Barings BDC Advisory Agreement, we pay Barings a base management fee (the “Base Management Fee”), quarterly in arrears on a calendar quarter basis. The Base Management Fee is calculated based on the average value of our gross assets, excluding cash and cash equivalents, at the end of the two most recently completed calendar quarters prior to the quarter for which such fees are being calculated. Base Management Fees for any partial month or quarter are appropriately pro-rated. See Note 2 to our Unaudited Consolidated Financial Statements for additional information regarding the terms of the New Barings BDC Advisory Agreement and the fee arrangements thereunder. For the three and nine months ended September 30, 2023, the amount of Base Management Fees incurred were approximately $8.3 million and $24.3 million, respectively. For the three and nine months ended September 30, 2022, the amount of Base Management Fees incurred were approximately $8.3 million and $21.5 million, respectively. The increase in the Base Management Fees for the nine months ended September 30, 2023 versus the nine months ended September 30, 2022 is primarily related to the average value of gross assets increasing from $2,295.4 million as of the end of the six most recently completed calendar quarters prior to September 30, 2022 to $2,592.2 million as of the end of the six most recently completed calendar quarters prior to September 30, 2023. For both the three and nine months ended September 30, 2023 and 2022, the Base Management Fee rate was 1.250%.
Incentive Fee
Under the New Barings BDC Advisory Agreement, we pay Barings an incentive fee (the “Incentive Fee”). A portion of the Incentive Fee is based on our income (the “Income-Based Fee”) and a portion is based on our capital gains (the “Capital Gains Fee”). The Income-Based Fee will be determined and paid quarterly in arrears based on the amount by which (x) the aggregate pre-incentive fee net investment income in respect of the current calendar quarter and the eleven preceding calendar quarters beginning with the calendar quarter that commences on or after January 1, 2021, as the case may be (or the appropriate portion thereof in the case of any of our first eleven calendar quarters that commences on or after January 1, 2021) exceeds (y) the hurdle amount as calculated for the same period. See Note 2 to our Unaudited Consolidated Financial Statements for additional information regarding the terms of the New Barings BDC Advisory Agreement and the fee arrangements thereunder. For the three and nine months ended September 30, 2023, the amount of Income-Based Fees incurred were $4.6 million and $24.3 million, respectively, as compared to $1.8 million and $6.6 million, respectively, for the three and nine months ended September 30, 2022. The Income-Based Fee is subject to a cap (the “Incentive Fee Cap”). The Incentive Fee Cap in any quarter is an amount equal to (a) 20% of the Cumulative Pre-Incentive Fee Net Return during the relevant Trailing Twelve Quarters less (b) the aggregate Income-Based Fees that were paid to the Adviser in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters. See Note 2 to our Consolidated Financial Statements for additional information regarding the terms of the Incentive Fee Cap. The increase in the Incentive Fees for the three and nine months ended September 30, 2023, as compared to the three and nine months ended September 30, 2022, relates predominately to an increase in pre-incentive fee net investment income. The amount of pre-incentive fee net investment income was $38.3 million as of September 30, 2023, as compared to $29.7 million as of September 30, 2022.
122



General and Administrative Expenses
We entered into the Administration Agreement with Barings in August 2018. Under the terms of the Administration Agreement, Barings performs (or oversees, or arranges for, the performance of) the administrative services necessary for our operations. We reimburse Barings for the costs and expenses incurred by it in performing its obligations and providing personnel and facilities under the Administration Agreement in an amount to be negotiated and mutually agreed to by us and Barings quarterly in arrears; provided that the agreed-upon quarterly expense amount will not exceed the amount of expenses that would otherwise be reimbursable by us under the Administration Agreement for the applicable quarterly period, and Barings will not be entitled to the recoupment of any amounts in excess of the agreed-upon quarterly expense amount. See Note 2 to our Unaudited Consolidated Financial Statements for additional information regarding the Administration Agreement. For the three and nine months ended September 30, 2023, the amount of administration expenses incurred and invoiced by Barings for expenses was approximately $0.5 million and $1.6 million, respectively. For the three and nine months ended September 30, 2022, the amount of administration expenses incurred and invoiced by Barings for expenses was approximately $0.9 million and $2.7 million, respectively. In addition to expenses incurred under the Administration Agreement, general and administrative expenses include fees payable to the members of our Board for their service on the Board, D&O insurance costs, as well as legal and accounting expenses.
Net Realized Gains (Losses)
Net realized gains (losses) during the three and nine months ended September 30, 2023 and 2022 were as follows:
Three Months
Ended
Three Months
Ended
Nine Months EndedNine Months Ended
($ in thousands)September 30,
2023
September 30,
2022
September 30,
2023
September 30,
2022
Net realized gain (losses):
Non-Control / Non-Affiliate investments$(16,696)$(8,257)$(62,142)$(15,208)
Affiliate investments— — — 101 
Control investments— (773)— (1,587)
Net realized gains (losses) on investments(16,696)(9,030)(62,142)(16,694)
Distributions of realized gains by investment companies— 6,181 — 6,181 
Foreign currency transactions(330)245 3,743 (3,758)
Forward currency contracts(234)10,466 (17,144)10,468 
Net realized gains (losses)$(17,260)$7,862 $(75,543)$(3,803)
During the three months ended September 30, 2023, we recognized net realized losses totaling $17.3 million, which consisted primarily of a net loss on our investment portfolio of $16.7 million, a net loss on foreign currency transactions of $0.3 million and a net loss on forward currency contracts of $0.2 million. During the nine months ended September 30, 2023, we recognized net realized losses totaling $75.5 million, which consisted primarily of a net loss on our investment portfolio of $62.1 million and net loss on forward currency contracts of $17.1 million, partially offset by a net gain on foreign currency transactions of $3.7 million. The net loss on our investment portfolio primarily related to the $43.6 million realized loss on the exit of our debt investments in Custom Alloy Corporation, which was all reclassified from unrealized depreciation during the nine months ended September 30, 2023.
During the three months ended September 30, 2022, we recognized net realized gains totaling $7.9 million, which consisted primarily of a net gain on forward currency contracts of $10.5 million, a net gain on foreign currency transactions of $0.2 million and a $6.2 million dividend from a portfolio company that was recognized as a net realized gain, partially offset by a net loss on our investment portfolio of $9.0 million. During the nine months ended September 30, 2022, we recognized net realized losses totaling $3.8 million, which consisted primarily of a net loss on our loan portfolio of $15.9 million, a $0.8 million loss on the exchange of a debt investment in one portfolio company for equity and a net loss on foreign currency transactions of $3.8 million, partially offset by a $6.2 million distribution from a portfolio company that was recognized as a net realized gain and a net gain on forward currency contracts of $10.5 million.
123



Net Unrealized Appreciation (Depreciation)
Net unrealized appreciation (depreciation) during the three and nine months ended September 30, 2023 and 2022 was as follows:
Three Months
Ended
Three Months
Ended
Nine Months EndedNine Months Ended
($ in thousands)September 30,
2023
September 30,
2022
September 30,
2023
September 30,
2022
Net unrealized appreciation (depreciation):
Non-Control / Non-Affiliate investments$9,336 $(29,481)$62,108 $(123,498)
Affiliate investments184 (320)13,745 (759)
Control investments(15,999)(16,991)(17,665)14,704 
Net unrealized appreciation (depreciation) on investments(6,479)(46,792)58,188 (109,553)
Credit support agreements(6,450)3,440 1,114 (10,320)
Foreign currency transactions7,560 13,777 (3,406)37,325 
Forward currency contracts7,379 3,454 23,143 15,238 
Net unrealized appreciation (depreciation)$2,010 $(26,121)$79,039 $(67,310)
During the three months ended September 30, 2023, we recorded net unrealized appreciation totaling $2.0 million, consisting of unrealized appreciation of $1.2 million on the MVC credit support agreement with Barings, net unrealized appreciation related to foreign currency transactions of $7.6 million, net unrealized appreciation related to forward currency contracts of $7.4 million and unrealized appreciation reclassification adjustments of $11.5 million related to the net realized losses on the sales / repayments of certain investments, net of unrealized depreciation on our current portfolio of $17.4 million, unrealized depreciation of $7.6 million on the Sierra credit support agreement with Barings and $0.7 million of deferred taxes. The net unrealized depreciation on our current portfolio of $17.4 million was driven primarily by the impact of foreign currency exchange rates on investments of $14.8 million and credit or fundamental performance of investments of $6.7 million, partially offset by broad market moves for investments of $4.1 million.
During the nine months ended September 30, 2023, we recorded net unrealized appreciation totaling $79.0 million, consisting of unrealized appreciation of $4.4 million on the MVC credit support agreement with Barings, net unrealized appreciation related to forward currency contracts of $23.1 million and net unrealized appreciation reclassification adjustments of $59.1 million related to the net realized losses on the sales / repayments of certain investments, net of unrealized depreciation on our current portfolio of $0.2 million, unrealized depreciation of $3.3 million on the Sierra credit support agreement with Barings, net unrealized depreciation related to foreign currency transactions of $3.4 million and $0.7 million of deferred taxes. The net unrealized depreciation on our current portfolio of $0.2 million was driven primarily by the impact of foreign currency exchange rates on investments of $4.0 million and credit or fundamental performance of investments of $3.3 million, partially offset by broad market moves for investments of $7.1 million.
During the three months ended September 30, 2022, we recorded net unrealized depreciation totaling $26.1 million, consisting of net unrealized depreciation on our current portfolio of $47.9 million, unrealized depreciation of $0.1 million on the MVC credit support agreement with Barings, unrealized depreciation reclassification adjustments of $0.5 million related to the net realized gains on the sales / repayments of certain investments, net of unrealized appreciation of $3.5 million on the Sierra credit support agreement with Barings, deferred tax asset of $1.6 million, net unrealized appreciation related to foreign currency transactions of $13.8 million and net unrealized appreciation related to forward currency contracts of $3.4 million. The net unrealized depreciation on our current portfolio of $47.9 million was driven primarily by credit or fundamental performance of investments of $1.8 million, the impact of foreign currency exchange rates on investments of $26.9 million and broad market moves for investments of $19.2 million.
During the nine months ended September 30, 2022, we recorded net unrealized depreciation totaling $67.3 million, consisting of net unrealized depreciation on our current portfolio of $110.5 million, net unrealized depreciation of $6.1 million on the MVC credit support agreement with Barings, net unrealized depreciation of $4.2 million on the Sierra credit support agreement with Barings, unrealized depreciation reclassification adjustments of $0.7 million related to the net realized gains on the sales / repayments of certain investments, net of deferred tax asset of $1.6 million, net unrealized appreciation related to foreign currency transactions of $37.3 million and net unrealized appreciation related to forward currency contracts of $15.2 million. The net unrealized depreciation on our current portfolio of $110.5 million was driven primarily by the impact of foreign currency exchange rates on investments of $56.2 million and broad market moves for investments of $74.7 million, partially offset by credit or fundamental performance of investments of $20.3 million.
124



November Notes
On November 4, 2020, the Company entered into a Note Purchase Agreement (the “November 2020 NPA”) governing the issuance of (1) $62.5 million in aggregate principal amount of Series B senior unsecured notes due November 2025 (the “Series B Notes”) with a fixed interest rate of 4.25% per year and (2) $112.5 million in aggregate principal amount of Series C senior unsecured notes due November 2027 (the “Series C Notes” and, collectively with the Series B Notes, the “November Notes”) with a fixed interest rate of 4.75% per year, in each case, to qualified institutional investors in a private placement. Each stated interest rate is subject to a step up of (x) 0.75% per year, to the extent the applicable November Notes do not satisfy certain investment grade conditions and/or (y) 1.50% per year, to the extent the ratio of the Company’s secured debt to total assets exceeds specified thresholds, measured as of each fiscal quarter end. The November Notes were delivered and paid for on November 5, 2020. The Series B Notes will mature on November 4, 2025, and the Series C Notes will mature on November 4, 2027 unless redeemed, purchased or prepaid prior to such date by the Company in accordance with their terms. Interest on the November Notes is due semiannually in May and November, beginning in May 2021. In addition, the Company is obligated to offer to repay the November Notes at par (plus accrued and unpaid interest to, but not including, the date of prepayment) if certain change in control events occur. Subject to the terms of the November 2020 NPA, the Company may redeem the Series B Notes and the Series C Notes in whole or in part at any time or from time to time at the Company’s option at par plus accrued interest to the prepayment date and, if redeemed on or before May 4, 2025, with respect to the Series B Notes, or on or before May 4, 2027, with respect to the Series C Notes, a make-whole premium. The November Notes are guaranteed by certain of the Company’s subsidiaries, and are the Company’s general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company.
The November 2020 NPA contains certain representations and warranties, and various covenants and reporting requirements customary for senior unsecured notes issued in a private placement, including, without limitation, affirmative and negative covenants such as information reporting, maintenance of the Company’s status as a BDC within the meaning of the 1940 Act, certain restrictions with respect to transactions with affiliates, fundamental changes, changes of line of business, permitted liens, investments and restricted payments, minimum shareholders’ equity, maximum net debt to equity ratio and minimum asset coverage ratio. The November 2020 NPA also contains customary events of default with customary cure and
100

Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
notice periods, including, without limitation, nonpayment, incorrect representation in any material respect, breach of covenant, cross-default under our other indebtedness or that of our subsidiary guarantors, certain judgements and orders, and certain events of bankruptcy. Upon the occurrence of an event of default, the holders of at least 66-2/3% in principal amount of the November Notes at the time outstanding may declare all November Notes then outstanding to be immediately due and payable. As of September 30, 2023, the Company was in compliance with all covenants under the November 2020 NPA.
The November Notes were offered in reliance on Section 4(a)(2) of the Securities Act. The November Notes have not and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, as applicable.
As of September 30, 2023 and December 31, 2022, the fair value of the outstanding Series B Notes was $57.3 million and $56.8 million, respectively. As of September 30, 2023 and December 31, 2022, the fair value of the outstanding Series C Notes was $98.0 million and $97.7 million, respectively. The fair value determinations of the Series B Notes and Series C Notes were based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.
February Notes
On February 25, 2021, the Company entered into a Note Purchase Agreement (the “February 2021 NPA”) governing the issuance of (1) $80.0 million in aggregate principal amount of Series D senior unsecured notes due February 26, 2026 (the “Series D Notes”) with a fixed interest rate of 3.41% per year and (2) $70.0 million in aggregate principal amount of Series E senior unsecured notes due February 26, 2028 (the “Series E Notes” and, collectively with the Series D Notes, the “February Notes”) with a fixed interest rate of 4.06% per year, in each case, to qualified institutional investors in a private placement. Each stated interest rate is subject to a step up of (x) 0.75% per year, to the extent the applicable February Notes do not satisfy certain investment grade rating conditions and/or (y) 1.50% per year, to the extent the ratio of the Company’s secured debt to total assets exceeds specified thresholds, measured as of each fiscal quarter end. The February Notes were delivered and paid for on February 26, 2021.
The Series D Notes will mature on February 26, 2026, and the Series E Notes will mature on February 26, 2028 unless redeemed, purchased or prepaid prior to such date by the Company in accordance with the terms of the February 2021 NPA. Interest on the February Notes is due semiannually in February and August of each year, beginning in August 2021. In addition, the Company is obligated to offer to repay the February Notes at par (plus accrued and unpaid interest to, but not including, the date of prepayment) if certain change in control events occur. Subject to the terms of the February 2021 NPA, the Company may redeem the Series D Notes and the Series E Notes in whole or in part at any time or from time to time at the Company’s option at par plus accrued interest to the prepayment date and, if redeemed on or before August 26, 2025, with respect to the Series D Notes, or on or before August 26, 2027, with respect to the Series E Notes, a make-whole premium. The February Notes are guaranteed by certain of the Company’s subsidiaries, and are the Company’s general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company.
The February 2021 NPA contains certain representations and warranties, and various covenants and reporting requirements customary for senior unsecured notes issued in a private placement , including, without limitation, information reporting, maintenance of the Company’s status as a BDC within the meaning of the 1940 Act, and certain restrictions with respect to transactions with affiliates, fundamental changes, changes of line of business, permitted liens, investments and restricted payments. In addition, the February 2021 NPA contains the following financial covenants: (a) maintaining a minimum obligors’ net worth, measured as of each fiscal quarter end; (b) not permitting the Company’s asset coverage ratio, as of the date of the incurrence of any debt for borrowed money or the making of any cash dividend to shareholders, to be less than the statutory minimum then applicable to the Company under the 1940 Act; and (c) not permitting the Company’s net debt to equity ratio to exceed 2.0x, measured as of each fiscal quarter end.
The February 2021 NPA also contains customary events of default with customary cure and notice periods, including, without limitation, nonpayment, incorrect representation in any material respect, breach of covenant, cross-default under other indebtedness or that of the Company’s subsidiary guarantors, certain judgements and orders, and certain events of bankruptcy. Upon the occurrence of certain events of default, the holders of at least 66-2/3% in principal amount of the February Notes at the time outstanding may declare all February Notes then outstanding to be immediately due and payable. As of September 30, 2023, the Company was in compliance with all covenants under the February 2021 NPA.
The February Notes were offered in reliance on Section 4(a)(2) of the Securities Act. The February Notes have not and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, as applicable.
101

Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
As of September 30, 2023 and December 31, 2022, the fair value of the outstanding Series D Notes was $71.7 million and $69.6 million, respectively. As of September 30, 2023 and December 31, 2022, the fair value of the outstanding Series E Notes was $59.1 million and $57.8 million, respectively. The fair value determinations of the Series D Notes and Series E Notes were based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.
November 2026 Notes
On November 23, 2021, the Company and U.S. Bank Trust Company, National Association (the “Trustee”) entered into an Indenture (the “Base Indenture”) and a First Supplemental Indenture (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). The First Supplemental Indenture relates to the Company’s issuance of $350.0 million aggregate principal amount of its 3.300% notes due 2026 (the “November 2026 Notes”).

The November 2026 Notes will mature on November 23, 2026 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the Indenture. The November 2026 Notes bear interest at a rate of 3.300% per year payable semi-annually on May 23 and November 23 of each year, commencing on May 23, 2022. The November 2026 Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the November 2026 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.
The Indenture contains certain covenants, including covenants requiring the Company to comply with the asset coverage requirements of Section 18(a)(1)(A) as modified by Sections 61(a)(1) and (2) of the 1940 Act, whether or not it is subject to those requirements, and to provide financial information to the holders of the November 2026 Notes and the Trustee if the Company is no longer subject to the reporting requirements under the Exchange Act. These covenants are subject to important limitations and exceptions that are described in the Indenture.
In addition, on the occurrence of a “change of control repurchase event,” as defined in the Indenture, the Company will generally be required to make an offer to purchase the outstanding November 2026 Notes at a price equal to 100% of the principal amount of such November 2026 Notes plus accrued and unpaid interest to the repurchase date.
The November 2026 Notes were offered to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to certain non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act. Concurrent with the closing of November 2026 Notes offering, the Company entered into a registration rights agreement for the benefit of the purchasers of the November 2026 Notes. Pursuant to the terms of this registration rights agreement, the Company filed a registration statement on Form N-14 with the SEC, which was subsequently declared effective, to permit electing holders of the November 2026 Notes to exchange all of their outstanding restricted November 2026 Notes for an equal aggregate principal amount of new November 2026 Notes (the “Exchange Notes”). The Exchange Notes have terms substantially identical to the terms of the November 2026 Notes, except that the Exchange Notes are registered under the Securities Act, and certain transfer restrictions, registration rights, and additional interest provisions relating to the November 2026 Notes do not apply to the Exchange Notes.
As of September 30, 2023 and December 31, 2022, the fair value of the outstanding November 2026 Notes was $298.4 million and $294.6 million, respectively. The fair value determinations of the November 2026 Notes were based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.
6. DERIVATIVE INSTRUMENTS
MVC Credit Support Agreement
In connection with the MVC Acquisition on December 23, 2020, promptly following the closing of the Company’s merger with MVC, the Company and the Adviser entered into the MVC Credit Support Agreement, pursuant to which the Adviser has agreed to provide credit support to the Company in the amount of up to $23.0 million relating to the net cumulative realized and unrealized losses on the acquired MVC investment portfolio over a 10-year period. See “Note 2 – Agreements and Related Party Transactions” for additional information regarding the MVC Credit Support Agreement. Net unrealized
102

Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
appreciation or depreciation on the MVC Credit Support Agreement is included in “Net unrealized appreciation (depreciation) - credit support agreements” in the Company’s Unaudited Consolidated Statements of Operations.
The following tables present the fair value and aggregate unrealized appreciation (depreciation) of the MVC Credit Support Agreement as of September 30, 2023 and December 31, 2022:
As of September 30, 2023
Description
($ in thousands)
CounterpartySettlement DateNotional AmountValueUnrealized Appreciation (Depreciation)
MVC Credit Support AgreementBarings LLC01/01/31$23,000 $16,800 $3,200 
Total MVC Credit Support Agreement$3,200 
As of December 31, 2022
Description
($ in thousands)
CounterpartySettlement DateNotional AmountValueUnrealized Appreciation (Depreciation)
MVC Credit Support AgreementBarings LLC01/01/31$23,000 $12,386 $(1,214)
Total MVC Credit Support Agreement$(1,214)
As of September 30, 2023 and December 31, 2022, the fair value of the MVC Credit Support Agreement was $16.8 million and $12.4 million, respectively, and is included in “Credit support agreements” in the accompanying Unaudited and Audited Consolidated Balance Sheets. The fair value of the MVC Credit Support Agreement was determined based on an income approach, with the primary inputs being the discount rate and the expected time until an exit event for each portfolio company in the MVC Reference Portfolio, which are all Level 3 inputs.
The following tables summarize the significant unobservable inputs the Adviser used in the valuation of the Company’s Level 3 MVC Credit Support Agreement as of September 30, 2023 and December 31, 2022. The average range of unobservable inputs is based on fair value of the MVC Credit Support Agreement.
September 30, 2023:
($ in thousands)
Fair ValueValuation
Model
Level 3
Input
Range of
Inputs
 
Average
Impact to Valuation from an Increase in Input
MVC Credit Support Agreement$16,800 Income ApproachDiscount Rate7.0% - 8.0%7.5%Decrease
Time Until Exit (years)2.8 - 5.84.3Decrease
December 31, 2022:
($ in thousands)
Fair ValueValuation
Model
Level 3
Input
Range of
Inputs
 
Average
Impact to Valuation from an Increase in Input
MVC Credit Support Agreement$12,386 Income ApproachDiscount Rate7.1% - 8.1%7.6%Decrease
Sierra Credit Support Agreement
In connection with the Sierra Merger on February 25, 2022, promptly following the closing of the Company’s merger with Sierra, the Company and the Adviser entered into the Sierra Credit Support Agreement, pursuant to which the Adviser has agreed to provide credit support to the Company in the amount of up to $100.0 million relating to the net cumulative realized and unrealized losses on the acquired Sierra investment portfolio over a 10-year period. See “Note 2 – Agreements and Related Party Transactions” for additional information regarding the Sierra Credit Support Agreement. Net unrealized appreciation or depreciation on the Sierra Credit Support Agreement is included in “Net unrealized appreciation (depreciation) - credit support agreements” in the Company’s Unaudited Consolidated Statements of Operations.

103

Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
The following tables present the fair value and aggregate unrealized appreciation (depreciation) of the Sierra Credit Support Agreement as of September 30, 2023 and December 31, 2022:
As of September 30, 2023
Description
($ in thousands)
CounterpartySettlement DateNotional AmountValueUnrealized Appreciation (Depreciation)
Sierra Credit Support AgreementBarings LLC04/01/32$100,000 $37,400 $(7,000)
Total Sierra Credit Support Agreement$(7,000)
As of December 31, 2022
Description
($ in thousands)
CounterpartySettlement DateNotional AmountValueUnrealized Appreciation (Depreciation)
Sierra Credit Support AgreementBarings LLC04/01/32$100,000 $40,700 $(3,700)
Total Sierra Credit Support Agreement$(3,700)
As of September 30, 2023 and December 31, 2022, the fair value of the Sierra Credit Support Agreement was $37.4 million and $40.7 million, respectively, and is included in “Credit support agreements” in the accompanying Unaudited and Audited Consolidated Balance Sheets. The fair value of the Sierra Credit Support Agreement was determined based on a simulation analysis, with the primary inputs being the enterprise value, a measure of expected asset volatility, the expected time until an exit event for each portfolio company in the Sierra Reference Portfolio, the Discount Rate and the Recovery Rate, which are all Level 3 inputs.
The following tables summarize the significant unobservable inputs the Adviser used in the valuation of the Company’s Level 3 Sierra Credit Support Agreement as of September 30, 2023 and December 31, 2022. The average range of unobservable inputs is based on fair value of the Sierra Credit Support Agreement.
September 30, 2023:
($ in thousands)
Fair ValueValuation
Model
Level 3
Input
Range of
Inputs
 
Average
Impact to Valuation from an Increase in Input
Sierra Credit Support Agreement$37,400 Simulation AnalysisEnterprise Value$91 - $150,800$75,446Decrease
Asset Volatility35.0% - 70.0%52.5%Increase
Time Until Exit (years)0.0 - 8.34.2Decrease
Discount Rate7.1%7.1%Decrease
Recovery Rate0.0% - 70.0%35.0%Decrease
December 31, 2022:
($ in thousands)
Fair ValueValuation
Model
Level 3
Input
Range of
Inputs
 
Average
Impact to Valuation from an Increase in Input
Sierra Credit Support Agreement$40,700 Simulation AnalysisEnterprise Value$100 - $403,500$201,800Decrease
Asset Volatility37.5% - 70.0%53.8%Increase
Time Until Exit (years)0.0 - 9.14.6Decrease
Recovery Rate0.0% - 70.0%35.0%Decrease
104

Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
Foreign Currency Forward Contracts
The Company enters into forward currency contracts from time to time to primarily help mitigate the impact that an adverse change in foreign exchange rates would have on net interest income from the Company’s investments and related borrowings denominated in foreign currencies. Forward currency contracts are considered undesignated derivative instruments.
The following tables present the Company’s foreign currency forward contracts as of September 30, 2023 and December 31, 2022:
As of September 30, 2023
Description
($ in thousands)
Notional Amount to be PurchasedNotional Amount to be SoldMaturity DateGross Amount of Recognized Assets (Liabilities)Balance Sheet Location of Net Amounts
Foreign currency forward contract (AUD)A$4,471$3,03510/10/23$(149)Derivative liabilities
Foreign currency forward contract (AUD)A$2,000$1,28110/10/2310 Derivative assets
Foreign currency forward contract (AUD)$47,086A$70,29810/10/231,706 Derivative assets
Foreign currency forward contract (CAD)$7,011C$9,22910/10/23184 Derivative assets
Foreign currency forward contract (CAD)$130C$17610/10/23— Derivative assets
Foreign currency forward contract (DKK)$1389kr.10/10/23— Derivative assets
Foreign currency forward contract (DKK)$3422,312kr.10/10/2314 Derivative assets
Foreign currency forward contract (EUR)€5,000$5,28910/10/23Derivative assets
Foreign currency forward contract (EUR)€2,000$2,20310/10/23(85)Derivative liabilities
Foreign currency forward contract (EUR)$86,143€78,16210/10/233,366 Derivative assets
Foreign currency forward contract (NZD)$8,491NZ$13,78010/10/23212 Derivative assets
Foreign currency forward contract (NZD)$160NZ$25710/10/23Derivative assets
Foreign currency forward contract (NOK)$3,918kr42,01910/10/23(32)Derivative liabilities
Foreign currency forward contract (GBP)£4,000$4,87910/02/23Derivative assets
Foreign currency forward contract (GBP)£1,000$1,21610/10/23Derivative assets
Foreign currency forward contract (GBP)$52,028£41,01910/10/231,960 Derivative assets
Foreign currency forward contract (GBP)$1,464£1,20010/10/23— Derivative liabilities
Foreign currency forward contract (GBP)$8,965£6,97610/10/23450 Derivative assets
Foreign currency forward contract (GBP)$3,152£2,50010/10/23101Derivative assets
Foreign currency forward contract (SEK)$2262,407kr10/10/23Derivative assets
Foreign currency forward contract (CHF)$7968Fr.10/10/23Derivative assets
Foreign currency forward contract (CHF)$5,6905,031Fr.10/10/23187 Derivative assets
Foreign currency forward contract (CHF)$305260Fr.10/10/2321 Derivative assets
Total$7,974 

105

Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
As of December 31, 2022
Description
($ in thousands)
Notional Amount to be PurchasedNotional Amount to be SoldMaturity DateGross Amount of Recognized Assets (Liabilities)Balance Sheet Location of Net Amounts
Foreign currency forward contract (AUD)A$72,553$48,70101/09/23$511 Derivative assets
Foreign currency forward contract (AUD)$47,177A$72,55301/09/23(2,035)Derivative liabilities
Foreign currency forward contract (AUD)$47,055A$69,91904/11/23(548)Derivative liabilities
Foreign currency forward contract (CAD)C$225$16501/09/23Derivative assets
Foreign currency forward contract (CAD)C$9,285$6,81901/09/2334 Derivative assets
Foreign currency forward contract (CAD)$4,578C$6,20701/09/23(3)Derivative liabilities
Foreign currency forward contract (CAD)$2,415C$3,30301/09/23(22)Derivative liabilities
Foreign currency forward contract (CAD)$6,865C$9,33904/11/23(34)Derivative liabilities
Foreign currency forward contract (DKK)2,260kr.$32301/09/23Derivative assets
Foreign currency forward contract (DKK)$3002,260kr.01/09/23(24)Derivative liabilities
Foreign currency forward contract (DKK)$3292,290kr.04/11/23(2)Derivative liabilities
Foreign currency forward contract (EUR)€106,443$113,10101/09/23541 Derivative assets
Foreign currency forward contract (EUR)€1,511$1,50001/09/23113 Derivative assets
Foreign currency forward contract (EUR)$106,563€107,95401/09/23(8,692)Derivative liabilities
Foreign currency forward contract (EUR)$109,735€102,64904/11/23(547)Derivative liabilities
Foreign currency forward contract (NZD)NZ$4,000$2,58101/09/23(51)Derivative liabilities
Foreign currency forward contract (NZD)NZ$15,175$9,53801/09/2360 Derivative assets
Foreign currency forward contract (NZD)$208NZ$35101/09/23(14)Derivative liabilities
Foreign currency forward contract (NZD)$10,767NZ$18,82401/09/23(1,139)Derivative liabilities
Foreign currency forward contract (NZD)$9,644NZ$15,33304/11/23(62)Derivative liabilities
Foreign currency forward contract (NOK)kr37,773$3,83501/09/23— Derivative liabilities
Foreign currency forward contract (NOK)$3,538kr37,77301/09/23(297)Derivative liabilities
Foreign currency forward contract (NOK)$4,050kr39,73204/11/23(1)Derivative liabilities
Foreign currency forward contract (GBP)£37,951$45,89801/09/23(240)Derivative liabilities
Foreign currency forward contract (GBP)$39,500£34,95101/09/23(2,549)Derivative liabilities
Foreign currency forward contract (GBP)$3,396£3,00001/09/23(213)Derivative liabilities
Foreign currency forward contract (GBP)$47,147£38,89904/11/23243 Derivative assets
Foreign currency forward contract (SEK)2,182kr.$21001/09/23— Derivative liabilities
Foreign currency forward contract (SEK)$1972,182kr.01/09/23(13)Derivative liabilities
Foreign currency forward contract (SEK)$2172,247kr.04/11/23— Derivative assets
Foreign currency forward contract (CHF)3,803Fr.$4,11001/09/23Derivative assets
Foreign currency forward contract (CHF)$618600Fr.01/09/23(31)Derivative liabilities
Foreign currency forward contract (CHF)$3,3053,203Fr.01/09/23(158)Derivative liabilities
Foreign currency forward contract (CHF)$4,1943,841Fr.04/11/23(2)Derivative liabilities
Total$(15,169)
As of September 30, 2023 and December 31, 2022, the total fair value of the Company’s foreign currency forward contracts was $8.0 million and $(15.2) million, respectively. The fair values of the Company’s foreign currency forward contracts are based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
7. COMMITMENTS AND CONTINGENCIES
In the normal course of business, the Company is party to financial instruments with off-balance sheet risk, consisting primarily of unused commitments to extend financing to the Company’s portfolio companies. Since commitments may expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements. As of September 30, 2023, the Company believed that it had adequate financial resources to satisfy its unfunded commitments. The balances of unused commitments to extend financing as of September 30, 2023 and December 31, 2022 were as follows:
Portfolio Company
($ in thousands)
Investment TypeSeptember 30, 2023December 31, 2022
1888 Industrial Services, LLC(1)(2)Revolver$15 $— 
Accurus Aerospace Corporation(1)(2)Revolver519 1,152 
106

Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
Portfolio Company
($ in thousands)
Investment TypeSeptember 30, 2023December 31, 2022
Adhefin International(1)(2)(3)Delayed Draw Term Loan402 — 
Air Comm Corporation, LLC(1)(2)Delayed Draw Term Loan1,549 — 
AlliA Insurance Brokers NV(1)(2)(3)Delayed Draw Term Loan1,707 — 
Americo Chemical Products, LLC(1)(2)Revolver470 — 
Amtech LLC(1)Delayed Draw Term Loan764 1,527 
Amtech LLC(1)Revolver477 545 
AnalytiChem Holding GmbH(1)(2)(3)Bridge Revolver364 366 
APC1 Holding(1)(3)Delayed Draw Term Loan— 354 
Aquavista Watersides 2 LTD(1)(2)(4)Capex / Acquisition Facility2,127 2,543 
Arc Education(1)(3)Delayed Draw Term Loan1,444 1,900 
Argus Bidco Limited(1)(2)(4)CAF Term Loan518 789 
Argus Bidco Limited(1)(2)(4)RCF Bridge Term Loan— 168 
ASC Communications, LLC(1)Revolver1,089 1,089 
Astra Bidco Limited(1)(2)(4)Delayed Draw Term Loan578 876 
ATL II MRO Holdings, Inc.(1)Revolver1,667 1,667 
Avance Clinical Bidco Pty Ltd(1)(2)(5)Delayed Draw Term Loan1,233 1,295 
Azalea Buyer, Inc.(1)(2)Delayed Draw Term Loan644 962 
Azalea Buyer, Inc.(1)(2)Revolver481 481 
Bariacum S.A(1)(2)(3)Acquisition Facility953 2,028 
Beyond Risk Management, Inc.(1)(2)Delayed Draw Term Loan2,423 2,423 
Biolam Group(1)(2)(3)Delayed Draw Term Loan639 4,783 
Black Angus Steakhouses, LLC(1)Delayed Draw Term Loan— 417 
Bounteous, Inc.(1)(2)Delayed Draw Term Loan2,840 2,840 
Brightpay Limited(1)(2)(3)Delayed Draw Term Loan134 135 
BrightSign LLC(1)(2)Revolver443 1,329 
CAi Software, LLC(1)(2)Revolver943 943 
Canadian Orthodontic Partners Corp.(1)(2)(6)Delayed Draw Term Loan— 110 
Catawba River Limited(1)(2)(4)Structured Junior Note12,800 12,635 
Centralis Finco S.a.r.l.(1)(3)Incremental CAF Term Loan— 1,028 
CGI Parent, LLC(1)(2)Revolver1,653 1,653 
Classic Collision (Summit Buyer, LLC)(1)Delayed Draw Term Loan— 78 
Classic Collision (Summit Buyer, LLC)(1)(2)Delayed Draw Term Loan3,155 — 
Comply365, LLC(1)Revolver1,100 935 
Coyo Uprising GmbH(1)(2)(3)Delayed Draw Term Loan416 419 
CSL Dualcom(1)(4)Capex / Acquisition Term Loan144 142 
DataServ Integrations, LLC(1)Revolver481 481 
DecksDirect, LLC(1)(2)Revolver381 218 
DISA Holdings Corp.(1)Delayed Draw Term Loan1,287 1,368 
DISA Holdings Corp.(1)Revolver364 416 
DreamStart Bidco SAS (d/b/a SmartTrade)(1)(2)(3)Acquisition Facility— 579 
Dune Group(1)(2)(3)Delayed Draw Term Loan420 624 
Dwyer Instruments, Inc.(1)Delayed Draw Term Loan5,164 5,164 
Eclipse Business Capital, LLC(1)Revolver18,000 17,455 
EMI Porta Holdco LLC(1)(2)Delayed Draw Term Loan9,272 9,272 
EMI Porta Holdco LLC(1)(2)Revolver706 1,471 
EPS NASS Parent, Inc.(1)Delayed Draw Term Loan— 257 
eShipping, LLC(1)Delayed Draw Term Loan869 1,650 
107

Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
Portfolio Company
($ in thousands)
Investment TypeSeptember 30, 2023December 31, 2022
eShipping, LLC(1)Revolver1,486 1,486 
Eurofins Digital Testing International LUX Holding SARL(1)(2)(3)Delayed Draw Term Loan2,618 2,639 
Eurofins Digital Testing International LUX Holding SARL(1)(2)(3)Delayed Draw Term Loan524 528 
Events Software BidCo Pty Ltd(1)(2)Delayed Draw Term Loan620 640 
Express Wash Acquisition Company, LLC(1)Revolver115 115 
F24 (Stairway BidCo GmbH)(1)(2)(3)Acquisition Term Loan— 246 
Faraday(1)(2)(3)Delayed Draw Term Loan949 — 
Fineline Technologies, Inc.(1)Delayed Draw Term Loan— 180 
Finexvet(1)(2)(3)Delayed Draw Term Loan623 — 
Footco 40 Limited(1)(2)(4)Delayed Draw Term Loan502 766 
Fortis Payment Systems, LLC(1)Delayed Draw Term Loan210 925 
FragilePak LLC(1)Delayed Draw Term Loan— 2,354 
Front Line Power Construction LLC(1)(2)Delayed Draw Term Loan95 — 
GB Eagle Buyer, Inc.(1)(2)Revolver2,581 2,581 
Global Academic Group Limited(1)(2)(7)Term Loan393 451 
GPNZ II GmbH(1)(2)(3)CAF Term Loan— 560 
GPNZ II GmbH(1)(2)(3)Term Loan59 — 
Greenhill II BV(1)(3)Capex Acquisition Facility115 255 
Groupe Product Life(1)(3)Delayed Draw Term Loan— 441 
Gusto Aus BidCo Pty Ltd(1)(5)Delayed Draw Term Loan212 223 
HeartHealth Bidco Pty Ltd(1)(5)Delayed Draw Term Loan290 313 
Heartland Veterinary Partners, LLC(1)Delayed Draw Term Loan— 267 
Heavy Construction Systems Specialists, LLC(1)Revolver2,632 2,632 
HEKA Invest(1)(3)Delayed Draw Term Loan551 555 
HemaSource, Inc.(1)(2)Revolver1,804 — 
HTI Technology & Industries(1)Delayed Draw Term Loan2,045 2,045 
HTI Technology & Industries(1)Revolver1,364 1,364 
HW Holdco, LLC (Hanley Wood LLC)(1)Delayed Draw Term Loan— 913 
Innovad Group II BV(1)(2)(3)Delayed Draw Term Loan255 1,261 
INOS 19-090 GmbH(1)(2)(3)Acquisition Facility1,794 2,380 
Interstellar Group B.V.(1)(3)Delayed Draw Term Loan748 1,310 
Interstellar Group B.V.(1)(3)Delayed Draw Term Loan55 55 
Isolstar Holding NV (IPCOM)(1)(3)Delayed Draw Term Loan738 744 
ITI Intermodal, Inc.(1)(2)Delayed Draw Term Loan— 103 
ITI Intermodal, Inc.(1)Revolver1,207 118 
Jaguar Merger Sub Inc.(1)Delayed Draw Term Loan— 422 
Jaguar Merger Sub Inc.(1)Revolver— 490 
Jocassee Partners LLCJoint Venture65,000 65,000 
Jon Bidco Limited(1)(2)(7)Capex & Acquisition Facility1,068 1,441 
Jones Fish Hatcheries & Distributors LLC(1)(2)Revolver418 418 
Kano Laboratories LLC(1)Delayed Draw Term Loan153 153 
Kano Laboratories LLC(1)Delayed Draw Term Loan2,830 2,830 
Kemmerer Operations LLC(1)Delayed Draw Term Loan— 908 
Lambir Bidco Limited(1)(2)(3)Delayed Draw Term Loan600 1,766 
Lattice Group Holdings Bidco Limited(1)(2)Delayed Draw Term Loan255 298 
Lattice Group Holdings Bidco Limited(1)(2)Revolver18 — 
108

Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
Portfolio Company
($ in thousands)
Investment TypeSeptember 30, 2023December 31, 2022
LeadsOnline, LLC(1)(2)Revolver2,603 2,603 
Lifestyle Intermediate II, LLC(1)(2)Revolver2,500 2,500 
LivTech Purchaser, Inc.(1)(2)Delayed Draw Term Loan— 138 
Marmoutier Holding B.V.(1)(2)(3)Delayed Draw Term Loan24 24 
Marmoutier Holding B.V.(1)(2)(3)Revolver104 106 
Marshall Excelsior Co.(1)(2)Revolver551 413 
MC Group Ventures Corporation(1)Delayed Draw Term Loan276 296 
Mercell Holding AS(1)(2)(8)Capex Acquisition Facility738 797 
Modern Star Holdings Bidco Pty Limited(1)(2)(5)Term Loan922 968 
Moonlight Bidco Limited(1)(2)(4)Delayed Draw Term Loan538 — 
Murphy Midco Limited(1)(2)(4)Delayed Draw Term Loan357 407 
Narda Acquisitionco., Inc.(1)Revolver1,311 1,180 
NAW Buyer LLC(1)(2)Delayed Draw Term Loan7,576 — 
NAW Buyer LLC(1)(2)Revolver1,894 — 
NeoxCo(1)(2)(3)Delayed Draw Term Loan476 — 
Nexus Underwriting Management Limited(1)(2)(4)Acquisition Facility250 443 
Nexus Underwriting Management Limited(1)(2)(4)Revolver93 — 
NF Holdco, LLC(1)Revolver663 — 
Novotech Aus Bidco Pty Ltd(1)Capex & Acquisition Facility809 809 
NPM Investments 28 BV(1)(3)Delayed Draw Term Loan459 463 
OA Buyer, Inc.(1)Revolver1,331 1,331 
OAC Holdings I Corp(1)(2)Revolver1,370 607 
Omni Intermediate Holdings, LLC(1)(2)Delayed Draw Term Loan— 2,289 
OSP Hamilton Purchaser, LLC(1)(2)Revolver440 187 
PDQ.Com Corporation(1)Delayed Draw Term Loan5,582 6,885 
Polara Enterprises, L.L.C.(1)Revolver545 545 
Premium Invest(1)(2)(3)Delayed Draw Term Loan2,859 2,882 
Process Insights Acquisition, Inc.(1)(2)Delayed Draw Term Loan935 — 
Process Insights Acquisition, Inc.(1)(2)Revolver1,014 — 
ProfitOptics, LLC(1)(2)Revolver290 484 
Protego Bidco B.V.(1)(2)(3)Delayed Draw Term Loan629 792 
PSP Intermediate 4, LLC(1)(2)(3)Delayed Draw Term Loan721 727 
Qualified Industries, LLC(1)Revolver242 — 
R1 Holdings, LLC(1)Delayed Draw Term Loan1,820 2,623 
R1 Holdings, LLC(1)Revolver1,947 1,601 
RA Outdoors, LLC(1)(2)Revolver747 1,235 
Randys Holdings, Inc.(1)(2)Delayed Draw Term Loan4,412 4,412 
Randys Holdings, Inc.(1)(2)Revolver1,326 1,571 
Rep Seko Merger Sub LLC(1)Delayed Draw Term Loan— 725 
Reward Gateway (UK) Ltd(1)(2)(4)Acquisition Facility— 600 
Rhondda Financing No. 1 DAC(1)(2)(4)Structured Junior Note10,159 — 
Rocade Holdings LLC(1)(2)Preferred Equity30,000 — 
Rock Labor, LLC(1)(2)Revolver1,103 — 
Royal Buyer, LLC(1)Revolver1,340 1,340 
Royal Buyer, LLC(1)Delayed Draw Term Loan1,353 2,209 
RTIC Subsidiary Holdings, LLC(1)(2)Revolver1,905 2,381 
Sanoptis S.A.R.L.(1)(3)Acquisition Capex Facility15 1,751 
109

Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
Portfolio Company
($ in thousands)
Investment TypeSeptember 30, 2023December 31, 2022
Sanoptis S.A.R.L.(1)(3)CAF Term Loan1,598 — 
SBP Holdings LP(1)Delayed Draw Term Loan788 — 
SBP Holdings LP(1)Revolver1,065 — 
Scaled Agile, Inc.(1)(2)Delayed Draw Term Loan331 416 
Scaled Agile, Inc.(1)(2)Revolver336 336 
Scout Bidco B.V.(1)(3)Delayed Draw Term Loan— 2,270 
Scout Bidco B.V.(1)(2)(3)Revolver1,022 1,030 
Security Holdings B.V.(1)(2)(3)Delayed Draw Term Loan2,118 2,134 
Security Holdings B.V.(1)(2)(3)Revolver1,059 1,067 
Security Holdings B.V.(1)(2)(3)Revolver529 — 
Sereni Capital NV(1)(2)(3)Delayed Draw Term Loan673 — 
Sereni Capital NV(1)(3)Term Loan— 109 
Sinari Invest(1)(2)(3)Delayed Draw Term Loan665 — 
Smartling, Inc.(1)(2)Delayed Draw Term Loan— 1,978 
Smartling, Inc.(1)Revolver1,176 1,176 
SmartShift Group, Inc.(1)(2)Delayed Draw Term Loan3,440 — 
SmartShift Group, Inc.(1)(2)Revolver1,651 — 
Smile Brands Group, Inc.(1)(2)Delayed Draw Term Loan— 38 
Soho Square III Debtco II SARL(1)(4)Delayed Draw Term Loan1,135 3,383 
Solo Buyer, L.P.(1)(2)Revolver1,596 1,995 
Sparus Holdings, LLC (f/k/a Sparus Holdings, Inc.)(1)Delayed Draw Term Loan399 666 
Sparus Holdings, LLC (f/k/a Sparus Holdings, Inc.)(1)Revolver98 156 
Spatial Business Systems LLC(1)Delayed Draw Term Loan1,875 7,500 
Spatial Business Systems LLC(1)Revolver1,406 1,406 
SSCP Pegasus Midco Limited(1)(2)(4)Delayed Draw Term Loan3,944 4,664 
Superjet Buyer, LLC(1)Revolver1,369 1,825 
Syntax Systems Ltd(1)(2)Delayed Draw Term Loan1,933 1,933 
Syntax Systems Ltd(1)(2)Revolver337 337 
Tank Holding Corp(1)(2)Delayed Draw Term Loan925 — 
Tank Holding Corp(1)(2)Revolver189 698 
Tanqueray Bidco Limited(1)(4)Capex Facility1,104 1,088 
Techone B.V.(1)(2)(3)Revolver302 203 
Tencarva Machinery Company, LLC(1)Revolver1,129 1,129 
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)(1)Delayed Draw Term Loan2,811 2,811 
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)(1)Revolver827 827 
The Cleaver-Brooks Company, Inc.(1)Revolver3,229 2,826 
The Hilb Group, LLC(1)Delayed Draw Term Loan503 1,182 
Trader Corporation(1)(6)Revolver346 345 
Trintech, Inc.(1)(2)Revolver383 — 
TSYL Corporate Buyer, Inc.(1)Delayed Draw Term Loan1,681 1,681 
TSYL Corporate Buyer, Inc.(1)Revolver177 177 
Turbo Buyer, Inc.(1)(2)Delayed Draw Term Loan1,350 1,350 
Union Bidco Limited(1)(2)(4)Acquisition Facility79 78 
United Therapy Holding III GmbH(1)(2)(3)Acquisition Facility655 1,170 
Unither (Uniholding)(1)(2)(3)Delayed Draw Term Loan459 — 
USLS Acquisition, Inc.(f/k/a US Legal Support, Inc.)(1)(2)Delayed Draw Term Loan2,588 3,629 
W2O Holdings, Inc.(1)Delayed Draw Term Loan— 2,622 
110

Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
Portfolio Company
($ in thousands)
Investment TypeSeptember 30, 2023December 31, 2022
Waccamaw River(2)Joint Venture— 2,480 
West-NR AcquisitionCo., LLC(1)(2)Delayed Draw Term Loan2,500 — 
Whitcraft Holdings, Inc.(1)(2)Revolver1,886 — 
Woodland Foods, Inc.(1)(2)Line of Credit1,016 456 
WWEC Holdings III Corp(1)Delayed Draw Term Loan3,106 3,106 
WWEC Holdings III Corp(1)Revolver2,112 1,366 
Xeinadin Bidco Limited(1)(2)(4)CAF Term Loan2,589 3,109 
ZB Holdco LLC(1)(2)Delayed Draw Term Loan— 1,352 
ZB Holdco LLC(1)(2)Delayed Draw Term Loan2,932 — 
ZB Holdco LLC(1)(2)Revolver811 845 
Zeppelin Bidco Limited(1)(2)(4)Capex / Acquisition Facility2,553 2,516 
Total unused commitments to extend financing$338,576 $308,532 
(1)The Adviser’s estimate of the fair value of the current investments in these portfolio companies includes an analysis of the fair value of any unfunded commitments.
(2)Represents a commitment to extend financing to a portfolio company where one or more of the Company’s current investments in the portfolio company are carried at less than cost.
(3)Actual commitment amount is denominated in Euros. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(4)Actual commitment amount is denominated in British pounds sterling. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(5)Actual commitment amount is denominated in Australian dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(6)Actual commitment amount is denominated in Canadian dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(7)Actual commitment amount is denominated in New Zealand dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(8)Actual commitment amount is denominated in Norwegian kroner. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
In the normal course of business, the Company guarantees certain obligations in connection with its portfolio companies (in particular, certain controlled portfolio companies). Under these guarantee arrangements, payments may be required to be made to third parties if such guarantees are called upon or if the portfolio companies were to default on their related obligations, as applicable. As of both September 30, 2023 and December 31, 2022, the Company had guaranteed €9.9 million ($10.5 million U.S. dollars and $10.6 million U.S. dollars, respectively) relating to credit facilities among Erste Bank and MVC Automotive Group Gmbh (“MVC Auto”) that mature in December 2025. The Company would be required to make payments to Erste Bank if MVC Auto were to default on their related payment obligations. None of the credit facility guarantees are recorded as a liability on the Company’s Unaudited and Audited Consolidated Balance Sheets, as such the credit facility liabilities are considered in the valuation of the investments in MVC Auto. The guarantees denominated in foreign currencies were translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
Neither the Company, the Adviser, nor the Company’s subsidiaries are currently subject to any material pending legal proceedings, other than ordinary routine litigation incidental to their respective businesses. The Company, the Adviser, and the Company’s subsidiaries may from time to time, however, be involved in litigation arising out of operations in the normal course of business or otherwise, including in connection with strategic transactions. Furthermore, third parties may seek to impose liability on the Company in connection with the activities of its portfolio companies. While the outcome of any current legal proceedings cannot at this time be predicted with certainty, the Company does not expect any current matters will materially affect its financial condition or results of operations; however, there can be no assurance whether any pending legal proceedings will have a material adverse effect on the Company’s financial condition or results of operations in any future reporting period.
111

Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
8. FINANCIAL HIGHLIGHTS
The following is a schedule of financial highlights for the nine months ended September 30, 2023 and 2022:
 Nine Months Ended September 30,
($ in thousands, except share and per share amounts)20232022
Per share data:
Net asset value at beginning of period$11.05 $11.36 
Net investment income (1)0.88 0.78 
Net realized gain (loss) on investments / foreign currency transactions / forward currency contracts (1)(0.71)(0.02)
Net unrealized appreciation (depreciation) on investments / CSAs / foreign currency transactions / forward currency contracts (1)0.74 (0.67)
Total increase (decrease) from investment operations (1)0.91 0.09 
Dividends/distributions paid to stockholders from net investment income(0.76)(0.71)
Sierra Merger (See Note 9) (2)— 0.10 
Deemed contribution - CSA (See Note 9)— 0.40 
Purchases of shares in share repurchase plan0.05 0.04 
Net asset value at end of period$11.25 $11.28 
Market value at end of period (3)$8.91 $8.27 
Shares outstanding at end of period106,516,166 108,882,105 
Net assets at end of period$1,198,224 $1,228,061 
Average net assets$1,212,397 $1,167,772 
Ratio of total expenses, including loss on extinguishment of debt and provision for taxes, to average net assets (annualized) (4)13.06 %8.98 %
Ratio of net investment income to average net assets (annualized)10.39 %8.99 %
Portfolio turnover ratio (annualized) (5)13.21 %38.41 %
Total return (6)19.86 %(19.45)%
(1)Weighted average per share data—basic and diluted; per share data was derived by using the weighted average shares outstanding during the applicable period.
(2)Includes the impact of the share issuance and deemed contribution from Barings LLC associated with the Sierra Merger.
(3)Represents the closing price of the Company’s common stock on the last day of the period.
(4)Does not include expenses of underlying investment companies, including joint ventures.
(5)Portfolio turnover ratio as of September 30, 2022 excludes the impact of the Sierra Merger.
(6)Total return is based on purchase of stock at the current market price on the first day and a sale at the current market price on the last day of each period reported on the table and assumes reinvestment of dividends at prices obtained by the Company’s dividend reinvestment plan during the period. Total return is not annualized.
9. SIERRA MERGER
On February 25, 2022, the Company completed the Sierra Mergerpursuant to the terms and conditions of that certain Agreement and Plan of Merger (the “Sierra Merger Agreement”), dated as of September 21, 2021, by and among the Company, Mercury Acquisition Sub, Inc., a Maryland corporation and a direct wholly owned subsidiary of the Company (“Sierra Acquisition Sub”), Sierra, a Maryland corporation, and Barings. To effect the acquisition, Sierra Acquisition Sub merged with and into Sierra, with Sierra surviving the merger as the Company’s wholly owned subsidiary (the “First Sierra Merger”). Immediately thereafter, Sierra merged with and into the Company, with the Company as the surviving company (the “Second Sierra Merger” and, together with the First Sierra Merger, the “Sierra Merger”). The Sierra Merger has been treated as a “reorganization” within the meaning of Section 368(a)(1)(A) of the Code.
Pursuant to the Sierra Merger Agreement, Sierra stockholders received the right to the following merger consideration in exchange for each share of Sierra common stock issued and outstanding immediately prior to the effective time of the First Sierra Merger (excluding any shares cancelled pursuant to the Sierra Merger Agreement): (i) approximately $0.9783641 per share in cash, without interest, from Barings and (ii) 0.44973 of a validly issued, fully paid and non-assessable share of the Company’s common stock. The Company issued approximately 45,986,926 shares of its common stock to Sierra’s former stockholders in connection with the Sierra Merger, thereby resulting in the Company’s then-existing stockholders owning approximately 58.7% of the combined company and Sierra’s former stockholders owning approximately 41.3% of the combined company.
112

Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
In connection with the completion of the Sierra Merger, the Board affirmed the Company’s commitment to make open-market purchases of shares of its common stock in an aggregate amount of up to $30.0 million at then-current market prices at any time shares trade below 90% of the Company’s then most recently disclosed NAV per share. Any repurchases pursuant to the authorized program will occur during the 12-month period commencing on April 1, 2022 and are expected to be made in accordance with a Rule 10b5-1 purchase plan that qualifies for the safe harbors provided by Rules 10b5-1 and 10b-18 under the Exchange Act, as well as subject to compliance with the Company’s covenant and regulatory requirements. During the year ended December 31, 2022, the Company repurchased the maximum amount of $30.0 million of common stock authorized under the Sierra share repurchase program.
In connection with the Sierra Merger, on February 25, 2022, the Company entered into the Second Amended Barings BDC Advisory Agreement with the Adviser. Promptly following the closing of the Sierra Merger, the Company also entered into the Sierra Credit Support Agreement with Barings. See “Note 2 - Agreements and Related Party Transactions” for more information regarding the Second Amended Barings BDC Advisory Agreement and the Sierra Credit Support Agreement.
The Sierra Merger was accounted for in accordance with the asset acquisition method of accounting as detailed in ASC 805-50, Business Combinations-Related Issues. Under asset acquisition accounting, acquiring assets in groups not only requires ascertaining the cost of the asset (or net assets), but also allocating that cost to the individual assets (or individual assets and liabilities) that make up the group. Per ASC 805-50-30-1, the acquired assets (as a group) are recognized based on their cost to the acquiring entity, which generally includes transaction costs of the asset acquisition, and no gain or loss is recognized unless the fair value of noncash assets given as consideration differs from the assets carrying amounts on the acquiring entity’s records. ASC 805-50-30-2 goes on to say asset acquisitions in which the consideration given is cash are measured by the amount of cash paid. However, if the consideration given is not in the form of cash (that is, in the form of noncash assets, liabilities incurred, or equity interests issued), measurement is based on the cost to the acquiring entity or the fair value of the assets (or net assets) acquired, whichever is more clearly evident and, thus, more reliably measured.
The fair value of the merger consideration paid by the Company was allocated to the assets acquired and liabilities assumed based on their relative fair values as of the date of acquisition and did not give rise to goodwill. Since the fair value of the net assets acquired exceeded the fair value of the merger consideration paid by the Company, the Company recognized a deemed contribution from the Adviser.
The following table summarizes the allocation of the purchase price to the assets acquired and liabilities assumed as a result of the Sierra Merger:
($ in thousands)
Common stock issued by the Company$499,418 
Cash consideration paid by the Company(1)10,670 
Deemed contribution from Barings LLC27,729 
Total purchase price$537,817 
Assets acquired:
Investments(2)$442,198 
Cash102,006 
Other assets(3)3,519 
Total assets acquired$547,723 
Liabilities assumed(4)(9,906)
Net assets acquired$537,817 
(1)The Company incurred $10.6 million in professional fees and other costs related to the Sierra Merger, including $4.0 million in investment banking fees.
(2)Investments acquired were recorded at fair value, which is also the Company's initial cost basis
(3)Other assets acquired in the Sierra Merger consisted of the following:
($ in thousands)
Interest and fees receivable$2,874 
Escrow receivable645 
Total$3,519 
113

Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
(4)Liabilities assumed in the Sierra Merger consisted of the following:
($ in thousands)
Accrued merger expenses$3,327 
Current and deferred tax liability3,814 
Other liabilities2,765 
Total$9,906 
10. SUBSEQUENT EVENTS
On November 9, 2023, the Board declared a quarterly distribution of $0.26 per share payable on December 13, 2023 to holders of record as of December 6, 2023.
114



Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion is designed to provide a better understanding of our Unaudited Consolidated Financial Statements for the three and nine months ended September 30, 2023, including a brief discussion of our business, key factors that impacted our performance and a summary of our operating results. The following discussion should be read in conjunction with the Unaudited Consolidated Financial Statements and the notes thereto included in Item 1 of this Quarterly Report on Form 10-Q, and the Consolidated Financial Statements and notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the year ended December 31, 2022. Historical results and percentage relationships among any amounts in the financial statements are not necessarily indicative of trends in operating results for any future periods.
Forward-Looking Statements
Some of the statements in this Quarterly Report constitute forward-looking statements because they relate to future events or our future performance or financial condition. Forward-looking statements may include, among other things, statements as to our future operating results, our business prospects and the prospects of our portfolio companies, the impact of the investments that we expect to make, the ability of our portfolio companies to achieve their objectives, our expected financings and investments, the adequacy of our cash resources and working capital, and the timing of cash flows, if any, from the operations of our portfolio companies. Words such as “expect,” “anticipate,” “target,” “goals,” “project,” “intend,” “plan,” “believe,” “seek,” “estimate,” “continue,” “forecast,” “may,” “should,” “potential,” variations of such words, and similar expressions indicate a forward-looking statement, although not all forward-looking statements include these words. Readers are cautioned that the forward-looking statements contained in this Quarterly Report are only predictions, are not guarantees of future performance, and are subject to risks, events, uncertainties and assumptions that are difficult to predict. Our actual results could differ materially from those implied or expressed in the forward-looking statements for any reason, including the items discussed herein, in Item 1A titled “Risk Factors” in Part I of our Annual Report on Form 10-K for the year ended December 31, 2022 and in Item 1A titled “Risk Factors” in Part II of our subsequently filed Quarterly Reports on Form 10-Q or in other reports that we may file with the Securities and Exchange Commission (the “SEC”) from time to time. Other factors that could cause our actual results and financial condition to differ materially include, but are not limited to, changes in political, economic or industry conditions, including the risks of a slowing economy, rising inflation and risk of recession, and volatility in the financial services sector, including bank failures; the interest rate environment or conditions affecting the financial and capital markets; the impact of global health crises, on our or our portfolio companies’ business and the U.S. and global economies; our, or our portfolio companies’, future business, operations, operating results or prospects; risks associated with possible disruption due to terrorism in our operations or the economy generally; and future changes in laws or regulations and conditions in our or our portfolio companies’ operating areas. These statements are based on our current expectations, estimates, forecasts, information and projections about the industry in which we operate and the beliefs and assumptions of our management as of the date of filing of this Quarterly Report. We assume no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless we are required to do so by law. Although we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that we may make directly to you or through reports that we in the future may file with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.
Overview of Our Business
We are a Maryland corporation incorporated on October 10, 2006. In August 2018, in connection with the closing of an externalization transaction through which Barings LLC (“Barings” or the “Adviser”) agreed to become our external investment adviser, we entered into an investment advisory agreement (the “Original Advisory Agreement”) and an administration agreement (the “Administration Agreement”) with Barings. In connection with the completion of our acquisition of MVC Capital, Inc., a Delaware corporation, on December 23, 2020 (the “MVC Acquisition”), we entered into an amended and restated investment advisory agreement (the “Amended and Restated Advisory Agreement”) with Barings on December 23, 2020, following approval of the Amended and Restated Advisory Agreement by our stockholders at our December 23, 2020 special meeting of stockholders. The terms of the Amended and Restated Advisory Agreement became effective on January 1, 2021. In connection with the completion of the Sierra Merger (as defined below), on February 25, 2022, we entered into a second amended and restated investment advisory agreement (the “Second Amended Barings BDC Advisory Agreement”) with the Adviser. On June 24, 2023, we entered into the third amended and restated advisory agreement with the Adviser in order to update the term of the agreement to expire on June 24th of each year subject to annual re-approval in accordance with its terms (the “New Barings BDC Advisory Agreement”). All other terms and provisions of the Second Amended Barings BDC Advisory Agreement between us the Adviser, including with respect to the calculation of the fees payable to the Adviser, remained unchanged under the New Barings BDC Advisory Agreement. Under the terms of the New Barings BDC Advisory
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Agreement and the Administration Agreement, Barings serves as our investment adviser and administrator and manages our investment portfolio and performs (or oversees, or arranges for, the performance of) the administrative services necessary for our operation.
An externally-managed business development company (“BDC”) generally does not have any employees, and its investment and management functions are provided by an outside investment adviser and administrator under an advisory agreement and administration agreement. Instead of directly compensating employees, we pay Barings for investment management and administrative services pursuant to the terms of an investment advisory agreement and an administration agreement. Under the terms of the New Barings BDC Advisory Agreement, the fees paid to Barings for managing our affairs are determined based upon an objective and fixed formula, as compared with the subjective and variable nature of the costs associated with employing management and employees in an internally-managed BDC structure, which include bonuses that cannot be directly tied to Company performance because of restrictions on incentive compensation under the Investment Company Act of 1940, as amended (the “1940 Act”).
Beginning in August 2018, Barings shifted our investment focus to invest in syndicated senior secured loans, bonds and other fixed income securities. Since that time, Barings has transitioned our portfolio to primarily senior secured private debt investments in well-established middle-market businesses that operate across a wide range of industries. Barings’ existing SEC co-investment exemptive relief under the 1940 Act (the “Exemptive Relief”) permits us and Barings’ affiliated private and SEC-registered funds to co-invest in Barings-originated loans, which allows Barings to efficiently implement its senior secured private debt investment strategy for us.
Barings employs fundamental credit analysis, and targets investments in businesses with relatively low levels of cyclicality and operating risk. The holding size of each position will generally be dependent upon a number of factors including total facility size, pricing and structure, and the number of other lenders in the facility. Barings has experience managing levered vehicles, both public and private, and will seek to enhance our returns through the use of leverage with a prudent approach that prioritizes capital preservation. Barings believes this strategy and approach offers attractive risk/return with lower volatility given the potential for fewer defaults and greater resilience through market cycles. A significant portion of our investments are expected to be rated below investment grade by rating agencies or, if unrated would be rated below investment grade if they were rated. Below investment grade securities, which are often referred to as “junk,” have predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal.
We generate revenues in the form of interest income, primarily from our investments in debt securities, loan origination and other fees and dividend income. Fees generated in connection with our debt investments are recognized over the life of the loan using the effective interest method or, in some cases, recognized as earned. Our senior secured, middle-market, private debt investments generally have terms of between five and seven years. Our senior secured, middle-market, first lien private debt investments generally bear interest between the Secured Overnight Financing Rate (“SOFR”) (or the applicable currency rate for investments in foreign currencies) plus 475 basis points and SOFR plus 675 basis points per annum. Our subordinated middle-market, private debt investments generally bear interest between SOFR (or the applicable currency rate for investments in foreign currencies) plus 700 basis points and SOFR plus 900 basis points per annum if floating rate, and between 8% and 15% if fixed rate. From time to time, certain of our investments may have a form of interest, referred to as payment-in-kind (“PIK”) interest, which is not paid currently but is instead accrued and added to the loan balance and paid at the end of the term.
As of September 30, 2023 and December 31, 2022, the weighted average yield on the principal amount of our outstanding debt investments other than non-accrual debt investments was approximately 10.6% and 9.7%, respectively. The weighted average yield on the principal amount of all of our outstanding debt investments (including non-accrual debt investments) was approximately 10.1% and 9.1% as of September 30, 2023 and December 31, 2022, respectively.
Sierra Income Corporation Acquisition
On February 25, 2022, we completed our acquisition of Sierra Income Corporation, a Maryland corporation (“Sierra”), pursuant to the terms and conditions of that certain Agreement and Plan of Merger (the “Sierra Merger Agreement”), dated as of September 21, 2021, with Sierra, Mercury Acquisition Sub, Inc., a Maryland corporation and our direct wholly owned subsidiary (“Sierra Acquisition Sub”), and Barings. To effect the acquisition, Sierra Acquisition Sub merged with and into Sierra, with Sierra surviving the merger as our wholly owned subsidiary (the “First Sierra Merger”). Immediately thereafter, Sierra merged with and into us, with Barings BDC, Inc. as the surviving company (the “Second Sierra Merger” and, together with the First Sierra Merger, the “Sierra Merger”).
Pursuant to the Sierra Merger Agreement, each share of Sierra common stock, par value $0.001 per share (the “Sierra Common Stock”), issued and outstanding immediately prior to the effective time of the First Sierra Merger (other than shares of Sierra Common Stock issued and outstanding immediately prior to the effective time of the First Sierra Merger that were held
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by a subsidiary of Sierra or held, directly or indirectly, by us or Sierra Acquisition Sub) was converted into the right to receive (i) an amount in cash from Barings, without interest, equal to $0.9783641, and (ii) 0.44973 shares of our common stock, plus any cash in lieu of fractional shares. As a result of the Sierra Merger, former Sierra stockholders received approximately 46.0 million shares of our common stock for their shares of Sierra Common Stock.
In connection with the Sierra Merger, on February 25, 2022, following the closing of the Sierra Merger, we entered into (1) the Second Amended Barings BDC Advisory Agreement, and (2) a credit support agreement (the “Sierra Credit Support Agreement”) with Barings, pursuant to which Barings has agreed to provide credit support to us in the amount of up to $100.0 million relating to the net cumulative realized and unrealized losses on the acquired Sierra investment portfolio over a 10-year period. See “Note 2. Agreements and Related Party Transactions” and “Note. 6 Derivative Instruments” in the Notes to our Unaudited Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for more information.
In addition, in connection with the Sierra Merger, we committed to make open-market purchases of our common stock, pursuant to Rule 10b-18 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and subject to our compliance with our covenant and regulatory requirements, shares of our common stock in an aggregate amount of up to $30.0 million at then-current market prices at any time the shares of our common stock trade below 90% of our then most recently disclosed NAV per share during the 12-month period commencing on April 1, 2022.
Relationship with Our Adviser, Barings
Our investment adviser, Barings, a wholly-owned subsidiary of Massachusetts Mutual Life Insurance Company, is a leading global asset management firm and is registered with the SEC as an investment adviser under the Investment Advisers Act of 1940, as amended. Barings’ primary investment capabilities include fixed income, private credit, real estate, equity, and alternative investments. Subject to the overall supervision of our Board of Directors (the “Board”), Barings’ Global Private Finance Group (“Barings GPFG”) manages our day-to-day operations, and provides investment advisory and management services to us. Barings GPFG is part of Barings’ $270.0 billion Global Fixed Income Platform (as of September 30, 2023) that invests in liquid, private and structured credit. Barings GPFG also advises private funds and separately managed accounts, along with multiple public vehicles.
Among other things, Barings (i) determines the composition of our portfolio, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identifies, evaluates and negotiates the structure of the investments made by us; (iii) executes, closes, services and monitors the investments that we make; (iv) determines the securities and other assets that we will purchase, retain or sell; (v) performs due diligence on prospective portfolio companies and (vi) provides us with such other investment advisory, research and related services as we may, from time to time, reasonably require for the investment of our funds.
Under the terms of the Administration Agreement, Barings (in its capacity as our Administrator) performs (or oversees, or arranges for, the performance of) the administrative services necessary for our operation, including, but not limited to, office facilities, equipment, clerical, bookkeeping and record keeping services at such office facilities and such other services as Barings, subject to review by the Board, will from time to time determine to be necessary or useful to perform its obligations under the Administration Agreement. Barings also, on our behalf and subject to the Board’s oversight, arranges for the services of, and oversees, custodians, depositories, transfer agents, dividend disbursing agents, other stockholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable. Barings is responsible for the financial and other records that we are required to maintain and will prepare all reports and other materials required to be filed with the SEC or any other regulatory authority.
Included in Barings GPFG is Barings North American Private Finance Team (the “U.S. Investment Team”), which consists of 52 investment professionals (as of September 30, 2023) located in three offices in the United States. The U.S. Investment Team provides a full set of solutions to the North American middle market, including revolvers, first and second lien senior secured loans, unitranche structures, mezzanine debt and equity co-investments. The U.S. Investment Team averages over 20 years of industry experience at the Managing Director and Director level. In addition, Barings believes that it has best-in-class support personnel, including expertise in risk management, legal, accounting, tax, information technology and compliance, among others. We expect to benefit from the support provided by these personnel in our operations.
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Stockholder Approval of Reduced Asset Coverage Ratio
On July 24, 2018, our stockholders voted at a special meeting of stockholders (the “2018 Special Meeting”) to approve a proposal to authorize us to be subject to a reduced asset coverage ratio of at least 150% under the 1940 Act. As a result of the stockholder approval at the 2018 Special Meeting, effective July 25, 2018, our applicable asset coverage ratio under the 1940 Act has been decreased to 150% from 200%. As a result, we are permitted under the 1940 Act to incur indebtedness at a level which is more consistent with a portfolio of senior secured debt. As of September 30, 2023, our asset coverage ratio was 178.2%.
Portfolio Composition
The total value of our investment portfolio was $2,521.6 million as of September 30, 2023, as compared to $2,448.9 million as of December 31, 2022. As of September 30, 2023, we had investments in 335 portfolio companies with an aggregate cost of $2,576.2 million. As of December 31, 2022, we had investments in 322 portfolio companies with an aggregate cost of $2,562.4 million. As of both September 30, 2023 and December 31, 2022, none of our portfolio investments represented greater than 10% of the total fair value of our investment portfolio.
As of September 30, 2023 and December 31, 2022, our investment portfolio consisted of the following investments:
($ in thousands)CostPercentage of
Total
Portfolio
Fair ValuePercentage of
Total
Portfolio
September 30, 2023:
Senior debt and 1st lien notes
$1,751,992 68 %$1,700,689 67 %
Subordinated debt and 2nd lien notes277,176 11 257,633 10 
Structured products105,045 89,731 
Equity shares293,210 11 355,690 14 
Equity warrants178 — 1,246 — 
Investment in joint ventures / PE fund148,596 116,646 
$2,576,197 100 %$2,521,635 100 %
December 31, 2022:
Senior debt and 1st lien notes
$1,752,943 69 %$1,696,192 69 %
Subordinated debt and 2nd lien notes326,639 13 263,139 11 
Structured products88,805 73,550 
Equity shares230,188 284,570 12 
Equity warrants178 — 1,057 — 
Investment in joint ventures / PE fund163,645 130,427 
$2,562,398 100 %$2,448,935 100 %
Investment Activity
During the nine months ended September 30, 2023, we made 25 new investments totaling $156.8 million, made investments in existing portfolio companies totaling $134.2 million and made a $55.0 million equity co-investment alongside certain affiliates in a portfolio company that specializes in providing financing to plaintiff law firms engaged in mass tort and other civil litigation. We had 10 loans repaid totaling $76.3 million and received $69.0 million of portfolio company principal payments, recognizing a loss on these repayments of $0.7 million. We received $17.5 million of return of capital from our joint ventures and equity investments. In addition, we received $34.0 million for the sale of loans, recognizing a net realized loss on these transactions of $49.0 million, and sold $91.5 million of middle-market portfolio debt investments to our joint ventures realizing a loss on these transactions of $0.3 million. In addition, investments in three portfolio companies were restructured, which resulted in a loss of $5.0 million. Lastly, we received proceeds related to the sale of equity investments totaling $4.8 million and recognized a net realized loss on such sales totaling $7.2 million.
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During the nine months ended September 30, 2022, we made 69 new investments totaling $681.2 million, purchased $442.2 million of investments as part of the Sierra Merger, made investments in existing portfolio companies totaling $221.7 million and made additional investments in joint venture equity portfolio companies totaling $13.8 million. We had 29 loans repaid totaling $238.3 million, received $46.6 million of portfolio company principal payments and received $56.5 million of return of capital from our joint ventures. In addition, we sold $185.9 million of loans, recognizing a net realized loss on these transactions of $9.7 million, and sold $177.4 million of middle-market portfolio company debt investments to one of our joint ventures and realized a loss on these transactions of $5.6 million. We received proceeds related to the sale of equity investments totaling $1.9 million, a distribution from one of our portfolio companies totaling $6.2 million and recognized a net realized gain on such sales and distributions totaling $5.6 million. Lastly, we exchanged a debt investment totaling $13.8 million in one portfolio company for equity totaling $13.9 million and realized a loss on such exchange of $0.8 million.
Total portfolio investment activity for the nine months ended September 30, 2023 and 2022 was as follows:
Nine Months Ended
September 30, 2023:
($ in thousands)
Senior Debt
and 1st Lien
Notes
Subordinated Debt and 2nd Lien NotesStructured ProductsEquity
Shares
Equity WarrantsInvestments in Joint Ventures / PE FundTotal
Fair value, beginning of period$1,696,192 $263,139 $73,550 $284,570 $1,057 $130,427 $2,448,935 
New investments237,812 32,722 22,669 69,685 — 2,480 365,368 
Proceeds from sales of investments/return of capital(139,593)(2,800)(4,404)(4,844)— (17,530)(169,171)
Loan origination fees received(5,801)(51)— — — — (5,852)
Principal repayments received(94,861)(43,999)(2,042)— — — (140,902)
Payment-in-kind interest/dividend6,326 7,674 — 5,331 — — 19,331 
Accretion of loan premium/discount612 495 17 — — — 1,124 
Accretion of deferred loan origination revenue5,605 437 — — — — 6,042 
Realized gain (loss)(11,090)(43,902)(7,150)(62,142)
Unrealized appreciation (depreciation)5,48743,918(59)8,0981891,26958,902 
Fair value, end of period$1,700,689 $257,633 $89,731 $355,690 $1,246 $116,646 $2,521,635 

Nine Months Ended
September 30, 2022:
($ in thousands)
Senior Debt
and 1st Lien
Notes
Subordinated Debt and 2nd Lien NotesStructured ProductsEquity
Shares
Equity WarrantsInvestments in Joint Ventures / PE FundTotal
Fair value, beginning of period$1,221,598 $240,037 $40,271 $154,477 $1,107 $143,104 $1,800,594 
New investments746,494 89,750 7,061 73,532 13,797 930,638 
Investments acquired in Sierra merger235,770 66,662 46,666 7,065 72 85,963 442,198 
Proceeds from sales of investments/return of capital(346,876)(21,555)(6,421)(1,632)(250)(62,730)(439,464)
Loan origination fees received(14,660)(1,303)— — — — (15,963)
Principal repayments received(227,458)(56,443)(3,272)— — — (287,173)
Payment-in-kind interest/dividend3,695 9,320 — 206 — — 13,221 
Accretion of loan premium/discount1,403 137 16 — — — 1,556 
Accretion of deferred loan origination revenue6,818 1,761 — — — — 8,579 
Realized gain (loss)(13,544)(2,567)177(760)6,181(10,513)
Unrealized appreciation (depreciation)(55,844)(45,961)(16,510)45,739(129)(38,476)(111,181)
Fair value, end of period$1,557,396 $279,838 $67,811 $279,564 $44 $147,839 $2,332,492 
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Non-Accrual Assets
Generally, when interest and/or principal payments on a loan become past due, or if we otherwise do not expect the borrower to be able to service its debt and other obligations, we will place the loan on non-accrual status and will generally cease recognizing interest income on that loan for financial reporting purposes until all principal and interest have been brought current through payment or due to a restructuring such that the interest income is deemed to be collectible. As of September 30, 2023, we had seven portfolio companies with investments on non-accrual, the aggregate fair value of which was $40.1 million, which comprised 1.6% of the total fair value of our portfolio, and the aggregate cost of which was $64.6 million, which comprised 2.5% of the total cost of our portfolio. As of December 31, 2022, we had seven portfolio companies with investments on non-accrual, the fair value of which was $24.3 million, which comprised 1.0% of the total fair value of our portfolio, and the cost of which was $98.8 million, which comprised 3.9% of the total cost of our portfolio.
A summary of our non-accrual assets as of September 30, 2023 is provided below:
1888 Industrial Services, LLC
In connection with the Sierra Merger, we purchased our debt and equity investments in 1888 Industrial Services, LLC, or 1888. The 1888 debt investments are on non-accrual status and as a result, under U.S. generally accepted accounting principles (“U.S. GAAP”), we will not recognize interest income on our debt investments in 1888 for financial reporting purposes. As of September 30, 2023, the cost of our debt investments in 1888 was $1.9 million and the fair value of such investments was $1.1 million.
Anju Software, Inc.
During the quarter ended September 30, 2023, we placed our debt investment in Anju Software, Inc., or Anju Software, on non-accrual status. As a result, under U.S. GAAP, we will not recognize interest income on our debt investment in Anju Software for financial reporting purposes. As of September 30, 2023, the cost of our debt investment in Anju Software was $13.2 million and the fair value of such investment was $9.9 million.
Black Angus Steakhouse, LLC
In connection with the Sierra Merger, we purchased our debt and equity investments in Black Angus Steakhouse, LLC, or Black Angus. The Black Angus PIK term loan is on non-accrual status and as a result, under U.S. GAAP, we will not recognize interest income on our PIK term loan in Black Angus for financial reporting purposes. As of September 30, 2023, the cost of the PIK term loan in Black Angus was $9.6 million and the fair value of such investment was $6.1 million.
Core Scientific, Inc.
During the quarter ended December 31, 2022, we placed our debt investment in Core Scientific, Inc., or Core Scientific, on non-accrual status effective with the monthly payment due October 31, 2022. As a result, under U.S. GAAP, we will not recognize interest income on our debt investment in Core Scientific for financial reporting purposes. As of September 30, 2023, the cost of our debt investment in Core Scientific was $29.6 million and the fair value of such investment was $23.0 million.
Holland Acquisition Corp.
In connection with the Sierra Merger, we purchased our debt investment in Holland Acquisition Corp., or Holland. Holland is on non-accrual status and as a result, under U.S. GAAP, we will not recognize interest income on our debt investment in Holland for financial reporting purposes. As of September 30, 2023, both the cost and fair value of our debt investment in Holland was nil.
Legal Solutions Holdings
In connection with the MVC Acquisition, we purchased our debt investment in Legal Solutions Holdings, or Legal Solutions. During the quarter ended September 30, 2021, we placed our debt investment in Legal Solutions on non-accrual status. As a result, under U.S. GAAP, we will not recognize interest income on our debt investment in Legal Solutions for financial reporting purposes. As of September 30, 2023, the cost of our debt investment in Legal Solutions was $10.1 million and the fair value of such investment was nil.
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Wawona Delaware Holdings, LLC
In connection with the Sierra Merger, we purchased our debt investment in Wawona Delaware Holdings, LLC, or Wawona. During the quarter ended March 31, 2023, we placed our debt investment in Wawona on non-accrual status. As a result, under U.S. GAAP, we will not recognize interest income on our debt investment in Wawona for financial reporting purposes. As of September 30, 2023, the cost of our debt investment in Wawona was $41.0 thousand and the fair value of such investment was $9.5 thousand.
Results of Operations
Comparison of the three and nine months ended September 30, 2023 and September 30, 2022
Operating results for the threeand nine months ended September 30, 2023 and 2022 were as follows:
Three Months
Ended
Three Months
Ended
Nine Months EndedNine Months Ended
($ in thousands)September 30,
2023
September 30,
2022
September 30,
2023
September 30,
2022
Total investment income$70,846 $56,306 $213,352 $155,656 
Total operating expenses37,125 28,394 118,113 76,955 
Net investment income before taxes33,721 27,912 95,239 78,701 
Income taxes, including excise tax provision412 — 807 
Net investment income after taxes33,309 27,912 94,432 78,695 
Net realized gains (losses)(17,260)7,862 (75,543)(3,803)
Net unrealized appreciation (depreciation)2,010 (26,121)79,039 (67,310)
Net realized gains (losses) and unrealized appreciation (depreciation) on investments, credit support agreements, foreign currency transactions and forward currency contracts(15,250)(18,259)3,496 (71,113)
Benefit from (provision for) taxes262 240 161 (1,650)
Net increase in net assets resulting from operations$18,321 $9,893 $98,089 $5,932 
Net increases or decreases in net assets resulting from operations can vary substantially from period to period due to various factors, including recognition of realized gains and losses and unrealized appreciation and depreciation. As a result, comparisons of net changes in net assets resulting from operations may not be meaningful.
Investment Income
Three Months
Ended
Three Months
Ended
Nine Months EndedNine Months Ended
($ in thousands)September 30,
2023
September 30,
2022
September 30,
2023
September 30,
2022
Investment income:
Total interest income$55,405 $40,639 $162,719 $113,492 
Total dividend income8,515 7,905 26,639 22,844 
Total fee and other income2,650 4,321 10,250 10,589 
Total payment-in-kind interest income3,979 3,267 13,043 8,540 
Interest income from cash297 174 701 191 
Total investment income$70,846 $56,306 $213,352 $155,656 
The change in total investment income for the three and nine months ended September 30, 2023, as compared to the three and nine months ended September 30, 2022, was primarily due to an increase in the weighted average yield on the portfolio from higher base rates, an increase in the average size of our portfolio, increased dividends from portfolio companies and joint venture investments and increased PIK interest income. The weighted average yield on the principal amount of our outstanding debt investments, other than non-accrual debt investments, was 10.6% as of September 30, 2023, as compared to 8.6% as of September 30, 2022. The amount of our outstanding debt investments was $2,235.1 million as of September 30, 2023, as compared to $2,122.5 million as of September 30, 2022. The increase in the average size of our portfolio was largely due to net additions in middle-market and special situation investments. For the three and nine months ended September 30, 2023, dividends from portfolio companies and joint venture investments were $8.5 million and $26.6 million, respectively, as compared to $7.9 million and $22.8 million, respectively, for the three and nine months ended September 30, 2022. For the three and nine months ended September 30, 2023, PIK interest income was $4.0 million and $13.0 million, respectively, as compared to $3.3 million and $8.5 million, respectively, for the three and nine months ended September 30, 2022.
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Operating Expenses
Three Months
Ended
Three Months
Ended
Nine Months EndedNine Months Ended
($ in thousands)September 30,
2023
September 30,
2022
September 30,
2023
September 30,
2022
Operating expenses:
Interest and other financing fees$21,829 $15,341 $61,956 $40,170 
Base management fees8,315 8,267 24,302 21,520 
Incentive management fees4,618 1,825 24,309 6,579 
General and administrative expenses2,363 2,961 7,546 8,686 
Total operating expenses$37,125 $28,394 $118,113 $76,955 
Interest and Other Financing Fees
Interest and other financing fees during the three and nine months ended September 30, 2023 and September 30, 2022 were attributable to borrowings under the February 2019 Credit Facility, the August 2025 Notes, the November Notes, the February Notes and the November 2026 Notes (each as defined below under “Liquidity and Capital Resources”). The increase in interest and other financing fees for the three and nine months ended September 30, 2023 as compared to the three and nine months ended September 30, 2022, was primarily attributable to increase in the weighted average interest rate on the February 2019 Credit Facility. The weighted average interest on the February 2019 Credit Facility was 7.1% as of September 30, 2023, as compared to 4.1% as of September 30, 2022.
Base Management Fees
Under the terms of the New Barings BDC Advisory Agreement, we pay Barings a base management fee (the “Base Management Fee”), quarterly in arrears on a calendar quarter basis. The Base Management Fee is calculated based on the average value of our gross assets, excluding cash and cash equivalents, at the end of the two most recently completed calendar quarters prior to the quarter for which such fees are being calculated. Base Management Fees for any partial month or quarter are appropriately pro-rated. See Note 2 to our Unaudited Consolidated Financial Statements for additional information regarding the terms of the New Barings BDC Advisory Agreement and the fee arrangements thereunder. For the three and nine months ended September 30, 2023, the amount of Base Management Fees incurred were approximately $8.3 million and $24.3 million, respectively. For the three and nine months ended September 30, 2022, the amount of Base Management Fees incurred were approximately $8.3 million and $21.5 million, respectively. The increase in the Base Management Fees for the nine months ended September 30, 2023 versus the nine months ended September 30, 2022 is primarily related to the average value of gross assets increasing from $2,295.4 million as of the end of the six most recently completed calendar quarters prior to September 30, 2022 to $2,592.2 million as of the end of the six most recently completed calendar quarters prior to September 30, 2023. For both the three and nine months ended September 30, 2023 and 2022, the Base Management Fee rate was 1.250%.
Incentive Fee
Under the New Barings BDC Advisory Agreement, we pay Barings an incentive fee (the “Incentive Fee”). A portion of the Incentive Fee is based on our income (the “Income-Based Fee”) and a portion is based on our capital gains (the “Capital Gains Fee”). The Income-Based Fee will be determined and paid quarterly in arrears based on the amount by which (x) the aggregate pre-incentive fee net investment income in respect of the current calendar quarter and the eleven preceding calendar quarters beginning with the calendar quarter that commences on or after January 1, 2021, as the case may be (or the appropriate portion thereof in the case of any of our first eleven calendar quarters that commences on or after January 1, 2021) exceeds (y) the hurdle amount as calculated for the same period. See Note 2 to our Unaudited Consolidated Financial Statements for additional information regarding the terms of the New Barings BDC Advisory Agreement and the fee arrangements thereunder. For the three and nine months ended September 30, 2023, the amount of Income-Based Fees incurred were $4.6 million and $24.3 million, respectively, as compared to $1.8 million and $6.6 million, respectively, for the three and nine months ended September 30, 2022. The Income-Based Fee is subject to a cap (the “Incentive Fee Cap”). The Incentive Fee Cap in any quarter is an amount equal to (a) 20% of the Cumulative Pre-Incentive Fee Net Return during the relevant Trailing Twelve Quarters less (b) the aggregate Income-Based Fees that were paid to the Adviser in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters. See Note 2 to our Consolidated Financial Statements for additional information regarding the terms of the Incentive Fee Cap. The increase in the Incentive Fees for the three and nine months ended September 30, 2023, as compared to the three and nine months ended September 30, 2022, relates predominately to an increase in pre-incentive fee net investment income. The amount of pre-incentive fee net investment income was $38.3 million as of September 30, 2023, as compared to $29.7 million as of September 30, 2022.
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General and Administrative Expenses
We entered into the Administration Agreement with Barings in August 2018. Under the terms of the Administration Agreement, Barings performs (or oversees, or arranges for, the performance of) the administrative services necessary for our operations. We reimburse Barings for the costs and expenses incurred by it in performing its obligations and providing personnel and facilities under the Administration Agreement in an amount to be negotiated and mutually agreed to by us and Barings quarterly in arrears; provided that the agreed-upon quarterly expense amount will not exceed the amount of expenses that would otherwise be reimbursable by us under the Administration Agreement for the applicable quarterly period, and Barings will not be entitled to the recoupment of any amounts in excess of the agreed-upon quarterly expense amount. See Note 2 to our Unaudited Consolidated Financial Statements for additional information regarding the Administration Agreement. For the three and nine months ended September 30, 2023, the amount of administration expenses incurred and invoiced by Barings for expenses was approximately $0.5 million and $1.6 million, respectively. For the three and nine months ended September 30, 2022, the amount of administration expenses incurred and invoiced by Barings for expenses was approximately $0.9 million and $2.7 million, respectively. In addition to expenses incurred under the Administration Agreement, general and administrative expenses include fees payable to the members of our Board for their service on the Board, D&O insurance costs, as well as legal and accounting expenses.
Net Realized Gains (Losses)
Net realized gains (losses) during the three and nine months ended September 30, 2023 and 2022 were as follows:
Three Months
Ended
Three Months
Ended
Nine Months EndedNine Months Ended
($ in thousands)September 30,
2023
September 30,
2022
September 30,
2023
September 30,
2022
Net realized gain (losses):
Non-Control / Non-Affiliate investments$(16,696)$(8,257)$(62,142)$(15,208)
Affiliate investments— — — 101 
Control investments— (773)— (1,587)
Net realized gains (losses) on investments(16,696)(9,030)(62,142)(16,694)
Distributions of realized gains by investment companies— 6,181 — 6,181 
Foreign currency transactions(330)245 3,743 (3,758)
Forward currency contracts(234)10,466 (17,144)10,468 
Net realized gains (losses)$(17,260)$7,862 $(75,543)$(3,803)
During the three months ended September 30, 2023, we recognized net realized losses totaling $17.3 million, which consisted primarily of a net loss on our investment portfolio of $16.7 million, a net loss on foreign currency transactions of $0.3 million and a net loss on forward currency contracts of $0.2 million. During the nine months ended September 30, 2023, we recognized net realized losses totaling $75.5 million, which consisted primarily of a net loss on our investment portfolio of $62.1 million and net loss on forward currency contracts of $17.1 million, partially offset by a net gain on foreign currency transactions of $3.7 million. The net loss on our investment portfolio primarily related to the $43.6 million realized loss on the exit of our debt investments in Custom Alloy Corporation, which was all reclassified from unrealized depreciation during the nine months ended September 30, 2023.
During the three months ended September 30, 2022, we recognized net realized gains totaling $7.9 million, which consisted primarily of a net gain on forward currency contracts of $10.5 million, a net gain on foreign currency transactions of $0.2 million and a $6.2 million dividend from a portfolio company that was recognized as a net realized gain, partially offset by a net loss on our investment portfolio of $9.0 million. During the nine months ended September 30, 2022, we recognized net realized losses totaling $3.8 million, which consisted primarily of a net loss on our loan portfolio of $15.9 million, a $0.8 million loss on the exchange of a debt investment in one portfolio company for equity and a net loss on foreign currency transactions of $3.8 million, partially offset by a $6.2 million distribution from a portfolio company that was recognized as a net realized gain and a net gain on forward currency contracts of $10.5 million.
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Net Unrealized Appreciation (Depreciation)
Net unrealized appreciation (depreciation) during the three and nine months ended September 30, 2023 and 2022 was as follows:
Three Months
Ended
Three Months
Ended
Nine Months EndedNine Months Ended
($ in thousands)September 30,
2023
September 30,
2022
September 30,
2023
September 30,
2022
Net unrealized appreciation (depreciation):
Non-Control / Non-Affiliate investments$9,336 $(29,481)$62,108 $(123,498)
Affiliate investments184 (320)13,745 (759)
Control investments(15,999)(16,991)(17,665)14,704 
Net unrealized appreciation (depreciation) on investments(6,479)(46,792)58,188 (109,553)
Credit support agreements(6,450)3,440 1,114 (10,320)
Foreign currency transactions7,560 13,777 (3,406)37,325 
Forward currency contracts7,379 3,454 23,143 15,238 
Net unrealized appreciation (depreciation)$2,010 $(26,121)$79,039 $(67,310)
During the three months ended September 30, 2023, we recorded net unrealized appreciation totaling $2.0 million, consisting of unrealized appreciation of $1.2 million on the MVC credit support agreement with Barings, net unrealized appreciation related to foreign currency transactions of $7.6 million, net unrealized appreciation related to forward currency contracts of $7.4 million and unrealized appreciation reclassification adjustments of $11.5 million related to the net realized losses on the sales / repayments of certain investments, net of unrealized depreciation on our current portfolio of $17.4 million, unrealized depreciation of $7.6 million on the Sierra credit support agreement with Barings and $0.7 million of deferred taxes. The net unrealized depreciation on our current portfolio of $17.4 million was driven primarily by the impact of foreign currency exchange rates on investments of $14.8 million and credit or fundamental performance of investments of $6.7 million, partially offset by broad market moves for investments of $4.1 million.
During the nine months ended September 30, 2023, we recorded net unrealized appreciation totaling $79.0 million, consisting of unrealized appreciation of $4.4 million on the MVC credit support agreement with Barings, net unrealized appreciation related to forward currency contracts of $23.1 million and net unrealized appreciation reclassification adjustments of $59.1 million related to the net realized losses on the sales / repayments of certain investments, net of unrealized depreciation on our current portfolio of $0.2 million, unrealized depreciation of $3.3 million on the Sierra credit support agreement with Barings, net unrealized depreciation related to foreign currency transactions of $3.4 million and $0.7 million of deferred taxes. The net unrealized depreciation on our current portfolio of $0.2 million was driven primarily by the impact of foreign currency exchange rates on investments of $4.0 million and credit or fundamental performance of investments of $3.3 million, partially offset by broad market moves for investments of $7.1 million.
During the three months ended September 30, 2022, we recorded net unrealized depreciation totaling $26.1 million, consisting of net unrealized depreciation on our current portfolio of $47.9 million, unrealized depreciation of $0.1 million on the MVC credit support agreement with Barings, unrealized depreciation reclassification adjustments of $0.5 million related to the net realized gains on the sales / repayments of certain investments, net of unrealized appreciation of $3.5 million on the Sierra credit support agreement with Barings, deferred tax asset of $1.6 million, net unrealized appreciation related to foreign currency transactions of $13.8 million and net unrealized appreciation related to forward currency contracts of $3.4 million. The net unrealized depreciation on our current portfolio of $47.9 million was driven primarily by credit or fundamental performance of investments of $1.8 million, the impact of foreign currency exchange rates on investments of $26.9 million and broad market moves for investments of $19.2 million.
During the nine months ended September 30, 2022, we recorded net unrealized depreciation totaling $67.3 million, consisting of net unrealized depreciation on our current portfolio of $110.5 million, net unrealized depreciation of $6.1 million on the MVC credit support agreement with Barings, net unrealized depreciation of $4.2 million on the Sierra credit support agreement with Barings, unrealized depreciation reclassification adjustments of $0.7 million related to the net realized gains on the sales / repayments of certain investments, net of deferred tax asset of $1.6 million, net unrealized appreciation related to foreign currency transactions of $37.3 million and net unrealized appreciation related to forward currency contracts of $15.2 million. The net unrealized depreciation on our current portfolio of $110.5 million was driven primarily by the impact of foreign currency exchange rates on investments of $56.2 million and broad market moves for investments of $74.7 million, partially offset by credit or fundamental performance of investments of $20.3 million.
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Liquidity and Capital Resources
We believe that our current cash and foreign currencies on hand, our available borrowing capacity under the February 2019 Credit Facility and our anticipated cash flows from operations will be adequate to meet our cash needs for our daily operations for at least the next twelve months. This “Liquidity and Capital Resources” section should be read in conjunction with the notes to our Unaudited Consolidated Financial Statements.
Cash Flows
For the nine months ended September 30, 2023, we experienced a net decrease in cash in the amount of $89.7 million. During that period, our operating activities used $62.1 million in cash, consisting primarily of purchases of portfolio investments of $400.5 million partially offset by proceeds from sales or repayments of portfolio investments totaling $273.6 million. In addition, our financing activities used net cash of $27.6 million, consisting of dividends paid in the amount of $81.3 million and share repurchases of $10.9 million, partially offset by net borrowings under the February 2019 Credit Facility of $67.0 million. As of September 30, 2023, we had $49.8 million of cash and foreign currencies on hand.
For the nine months ended September 30, 2022, we experienced a net increase in cash in the amount of $53.1 million. During that period, our operating activities provided $109.7 million in cash, consisting primarily of net cash acquired from the acquisition of Sierra of $101.9 million and proceeds from sales or repayments of portfolio investments totaling $900.3 million, partially offset by purchases of portfolio investments of $938.7 million. In addition, our financing activities used net cash of $56.6 million, consisting of dividends paid in the amount of $67.7 million and share repurchases of $23.6 million, partially offset by net borrowings under the February 2019 Credit Facility of $36.6 million. As of September 30, 2022, we had $137.3 million of cash and foreign currencies on hand.
Financing Transactions
February 2019 Credit Facility
On February 21, 2019, we entered into a senior secured credit facility with ING Capital LLC (“ING”), as administrative agent, and the lenders party thereto (as amended, restated and otherwise modified from time to time, the “February 2019 Credit Facility”). The initial commitments under the February 2019 Credit Facility totaled $800.0 million. Effective on November 4, 2021, we increased aggregate commitments under the February 2019 Credit Facility to $875.0 million from $800.0 million pursuant to the accordion feature under the February 2019 Credit Facility, which allows for an increase in the total commitments to an aggregate of $1.2 billion subject to certain conditions and the satisfaction of specified financial covenants (the “November 2021 Amendment”). Effective on February 25, 2022, we increased aggregate commitments under the February 2019 Credit Facility to $965.0 million from $875.0 million pursuant to the accordion feature under the February 2019 Credit Facility, and the allowance for an increase in the total commitments increased to $1.5 billion from $1.2 billion subject to certain conditions and the satisfaction of specified financial covenants (the “February 2022 Amendment”). Effective on April 1, 2022, we increased the aggregate commitments under the February 2019 Credit Facility to $1.1 billion from $965.0 million pursuant to the accordion feature under the February 2019 Credit Facility, which allows for an increase in the total commitments to an aggregate of $1.5 billion subject to certain conditions and the satisfaction of specified financial covenants (the “April 2022 Amendment”). We can borrow foreign currencies directly under the February 2019 Credit Facility. The February 2019 Credit Facility, which is structured as a revolving credit facility, is secured primarily by a material portion of our assets and guaranteed by certain of our subsidiaries. Following the termination on June 30, 2020 of Barings BDC Senior Funding I, LLC’s (“BSF”) credit facility entered into in August 2018 with Bank of America, N.A. (the “August 2018 Credit Facility”), BSF became a subsidiary guarantor and its assets secure the February 2019 Credit Facility. Effective May 9, 2023, the revolving period of the February 2019 Credit Facility was extended to February 21, 2025, followed by a one-year repayment period, and the maturity date was extended to February 21, 2026 (the “May 2023 Amendment”).
Borrowings denominated in U.S. Dollars under the February 2019 Credit Facility bear interest, subject to our election, on a per annum basis equal to (i) the alternate base rate plus 1.25% (or 1.00% for so long as we maintain an investment grade credit rating) or (ii) the term SOFR plus 2.25% (or 2.00% for so long as we maintain an investment grade credit rating) plus a credit spread adjustment of 0.10% for borrowings with an interest period of one month, 0.15% for borrowings with an interest period of three months or 0.25% for borrowings with an interest period of six months. Borrowings denominated in certain foreign currencies, other than Australian dollars, bear interest on a per annum basis equal to the applicable currency rate for the foreign currency as defined in the credit agreement plus 2.00% (or 2.25% if we no longer maintain an investment grade credit rating) or for borrowings denominated in Australian dollars, the applicable Australian dollars Screen Rate, plus 2.20% (or 2.45% if we no longer maintain an investment grade credit rating). The alternate base rate is equal to the greatest of (i) the prime rate, (ii) the federal funds rate plus 0.5%, (iii) the Overnight Bank Funding Rate plus 0.5%, (iv) one-month term SOFR plus 1.0% plus a credit spread adjustment of 0.10% and (v) 1.0%.
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In addition, we pay a commitment fee of (i) 0.5% per annum on undrawn amounts if the unused portion of the February 2019 Credit Facility is greater than two-thirds of total commitments or (ii) 0.375% per annum on undrawn amounts if the unused portion of the February 2019 Credit Facility is equal to or less than two-thirds of total commitments. In connection with entering into the February 2019 Credit Facility, we incurred financing fees of approximately $6.4 million, which will be amortized over the life of the February 2019 Credit Facility. In connection with the November 2021 Amendment, February 2022 Amendment, the April 2022 Amendment and the May 2023 Amendment, we incurred financing fees of approximately $4.1 million, which will be amortized over the remaining life of the February 2019 Credit Facility.
As of September 30, 2023, we were in compliance with all covenants under the February 2019 Credit Facility and had U.S. dollar borrowings of $564.5 million outstanding under the February 2019 Credit Facility with an interest rate of 7.428% (one month SOFR of 5.328%), borrowings denominated in Swedish krona of 12.8kr million ($1.2 million U.S. dollars) with an interest rate of 5.875% (one month STIBOR of 3.875%), borrowings denominated in British pounds sterling of £68.6 million ($83.7 million U.S. dollars) with an interest rate of 7.218% (one month SONIA of 5.218%) and borrowings denominated in Euros of €138.6 million ($146.7 million U.S. dollars) with an interest rate of 5.750% (one month EURIBOR of 3.750%). The borrowings denominated in foreign currencies were translated into U.S. dollars based on the spot rate at the relevant balance sheet date. The impact resulting from changes in foreign exchange rates on the February 2019 Credit Facility borrowings is included in “Net unrealized appreciation (depreciation) - foreign currency transactions” in our Unaudited Consolidated Statements of Operations.
The fair values of the borrowings outstanding under the February 2019 Credit Facility are based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model. As of September 30, 2023, the total fair value of the borrowings outstanding under the February 2019 Credit Facility was $796.1 million. See Note 5 to our Unaudited Consolidated Financial Statements for additional information regarding the February 2019 Credit Facility.
August 2025 Notes
On August 3, 2020, we entered into a Note Purchase Agreement (the “August 2020 NPA”) with Massachusetts Mutual Life Insurance Company governing the issuance of (1) $50.0 million in aggregate principal amount of Series A senior unsecured notes due August 2025 (the “Series A Notes due 2025”) with a fixed interest rate of 4.66% per year, and (2) up to $50.0 million in aggregate principal amount of additional senior unsecured notes due August 2025 with a fixed interest rate per year to be determined (the “Additional Notes” and, collectively with the Series A Notes due 2025, the “August 2025 Notes”), in each case, to qualified institutional investors in a private placement. An aggregate principal amount of $25.0 million of the Series A Notes due 2025 were issued on September 24, 2020 and an aggregate principal amount of $25.0 million of the Series A Notes due 2025 were issued on September 29, 2020, both of which will mature on August 4, 2025 unless redeemed, purchased or prepaid prior to such date by us in accordance with their terms. Interest on the August 2025 Notes is due semiannually in March and September, beginning in March 2021. In addition, we are obligated to offer to repay the August 2025 Notes at par (plus accrued and unpaid interest to, but not including, the date of prepayment) if certain change in control events occur. Subject to the terms of the August 2020 NPA, we may redeem the August 2025 Notes in whole or in part at any time or from time to time at our option at par plus accrued interest to the prepayment date and, if redeemed on or before November 3, 2024, a make-whole premium. The August 2025 Notes are guaranteed by certain of our subsidiaries, and are our general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by us.
The Company’s permitted issuance period for the Additional Notes under the August 2020 NPA expired on February 3, 2022, prior to which date the Company issued no Additional Notes.
The August 2020 NPA contains certain representations and warranties, and various covenants and reporting requirements customary for senior unsecured notes issued in a private placement, including, without limitation, affirmative and negative covenants such as information reporting, maintenance of our status as a BDC within the meaning of the 1940 Act, certain restrictions with respect to transactions with affiliates, fundamental changes, changes of line of business, permitted liens, investments and restricted payments, minimum shareholders’ equity, maximum net debt to equity ratio and minimum asset coverage ratio. The August 2020 NPA also contains customary events of default with customary cure and notice periods, including, without limitation, nonpayment, incorrect representation in any material respect, breach of covenant, cross-default under our other indebtedness or that of our subsidiary guarantors, certain judgements and orders, and certain events of bankruptcy. Upon the occurrence of an event of default, the holders of at least 66-2/3% in principal amount of the August 2025 Notes at the time outstanding may declare all August 2025 Notes then outstanding to be immediately due and payable. As of September 30, 2023, we were in compliance with all covenants under the August 2020 NPA.
The August 2025 Notes were offered in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The August 2025 Notes have not and will not be registered under the Securities Act or any state securities
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laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, as applicable.
As of September 30, 2023, the fair value of the outstanding August 2025 Notes was $47.0 million. The fair value determination of the August 2025 Notes was based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.
November Notes
On November 4, 2020, we entered into a Note Purchase Agreement (the “November 2020 NPA”) governing the issuance of (1) $62.5 million in aggregate principal amount of Series B senior unsecured notes due November 2025 (the “Series B Notes”) with a fixed interest rate of 4.25% per year and (2) $112.5 million in aggregate principal amount of Series C senior unsecured notes due November 2027 (the “Series C Notes,” and, collectively with the Series B Notes, the “November Notes”) with a fixed interest rate of 4.75% per year, in each case, to qualified institutional investors in a private placement. Each stated interest rate is subject to a step up of (x) 0.75% per year, to the extent the applicable November Notes do not satisfy certain investment grade conditions and/or (y) 1.50% per year, to the extent the ratio of our secured debt to total assets exceeds specified thresholds, measured as of each fiscal quarter end. The November Notes were delivered and paid for on November 5, 2020.
The Series B Notes will mature on November 4, 2025, and the Series C Notes will mature on November 4, 2027 unless redeemed, purchased or prepaid prior to such date by us in accordance with their terms. Interest on the November Notes is due semiannually in May and November, beginning in May 2021. In addition, we are obligated to offer to repay the November Notes at par (plus accrued and unpaid interest to, but not including, the date of prepayment) if certain change in control events occur. Subject to the terms of the November 2020 NPA, we may redeem the Series B Notes and the Series C Notes in whole or in part at any time or from time to time at our option at par plus accrued interest to the prepayment date and, if redeemed on or before May 4, 2025, with respect to the Series B Notes, or on or before May 4, 2027, with respect to the Series C Notes, a make-whole premium. The November Notes are guaranteed by certain of our subsidiaries, and are our general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by us.
The November 2020 NPA contains certain representations and warranties, and various covenants and reporting requirements customary for senior unsecured notes issued in a private placement, including, without limitation, affirmative and negative covenants such as information reporting, maintenance of our status as a BDC within the meaning of the 1940 Act, certain restrictions with respect to transactions with affiliates, fundamental changes, changes of line of business, permitted liens, investments and restricted payments, minimum shareholders’ equity, maximum net debt to equity ratio and minimum asset coverage ratio. The November 2020 NPA also contains customary events of default with customary cure and notice periods, including, without limitation, nonpayment, incorrect representation in any material respect, breach of covenant, cross-default under our other indebtedness or that of our subsidiary guarantors, certain judgements and orders, and certain events of bankruptcy. Upon the occurrence of an event of default, the holders of at least 66-2/3% in principal amount of the November Notes at the time outstanding may declare all November Notes then outstanding to be immediately due and payable. As of JuneSeptember 30, 2023, we were in compliance with all covenants under the November 2020 NPA.
The November Notes were offered in reliance on Section 4(a)(2) of the Securities Act. The November Notes have not and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, as applicable.
As of JuneSeptember 30, 2023, the fair value of the outstanding Series B Notes and the Series C Notes was $57.3 million and $98.7$98.0 million, respectively. The fair value determinations of the Series B Notes and Series C Notes were based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.
February Notes
On February 25, 2021, we entered into a Note Purchase Agreement (the “February 2021 NPA”) governing the issuance of (1) $80.0 million in aggregate principal amount of Series D senior unsecured notes due February 26, 2026 (the “Series D Notes”) with a fixed interest rate of 3.41% per year and (2) $70.0 million in aggregate principal amount of Series E senior unsecured notes due February 26, 2028 (the “Series E Notes” and, collectively with the Series D Notes, the “February Notes”) with a fixed interest rate of 4.06% per year, in each case, to qualified institutional investors in a private placement. Each stated interest rate is subject to a step up of (x) 0.75% per year, to the extent the applicable February Notes do not satisfy certain investment grade rating conditions and/or (y) 1.50% per year, to the extent the ratio of our secured debt to total assets exceeds
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specified thresholds, measured as of each fiscal quarter end. The February Notes were delivered and paid for on February 26, 2021.
The Series D Notes will mature on February 26, 2026, and the Series E Notes will mature on February 26, 2028 unless redeemed, purchased or prepaid prior to such date by us in accordance with the terms of the February 2021 NPA. Interest on the February Notes is due semiannually in February and August of each year, beginning in August 2021. In addition, we are obligated to offer to repay the February Notes at par (plus accrued and unpaid interest to, but not including, the date of prepayment) if certain change in control events occur. Subject to the terms of the February 2021 NPA, we may redeem the
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Series D Notes and the Series E Notes in whole or in part at any time or from time to time at our option at par plus accrued interest to the prepayment date and, if redeemed on or before August 26, 2025, with respect to the Series D Notes, or on or before August 26, 2027, with respect to the Series E Notes, a make-whole premium. The February Notes are guaranteed by certain of our subsidiaries, and are our general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by us.
The February 2021 NPA contains certain representations and warranties, and various covenants and reporting requirements customary for senior unsecured notes issued in a private placement, including, without limitation, information reporting, maintenance of our status as a BDC within the meaning of the 1940 Act, and certain restrictions with respect to transactions with affiliates, fundamental changes, changes of line of business, permitted liens, investments and restricted payments. In addition, the February 2021 NPA contains the following financial covenants: (a) maintaining a minimum obligors’ net worth, measured as of each fiscal quarter end; (b) not permitting our asset coverage ratio, as of the date of the incurrence of any debt for borrowed money or the making of any cash dividend to shareholders, to be less than the statutory minimum then applicable to us under the 1940 Act; and (c) not permitting our net debt to equity ratio to exceed 2.0x, measured as of each fiscal quarter end.
The February 2021 NPA also contains customary events of default with customary cure and notice periods, including, without limitation, nonpayment, incorrect representation in any material respect, breach of covenant, cross-default under other indebtedness or that of our subsidiary guarantors, certain judgements and orders, and certain events of bankruptcy. Upon the occurrence of certain events of default, the holders of at least 66-2/3% in principal amount of the February Notes at the time outstanding may declare all February Notes then outstanding to be immediately due and payable. As of JuneSeptember 30, 2023, we were in compliance with all covenants under the February 2021 NPA.
The February Notes were offered in reliance on Section 4(a)(2) of the Securities Act. The February Notes have not and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, as applicable.
As of JuneSeptember 30, 2023, the fair value of the outstanding Series D Notes and the Series E Notes was $70.4$71.7 million and $58.7$59.1 million, respectively. The fair value determinations of the Series D Notes and Series E Notes were based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.
November 2026 Notes
On November 23, 2021, we entered into an Indenture (the “Base Indenture”) and a First Supplemental Indenture (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”) with U.S. Bank Trust Company, National Association (the “Trustee”). The First Supplemental Indenture relates to our issuance of $350.0 million aggregate principal amount of its 3.300% notes due 2026 (the “November 2026 Notes”).
The November 2026 Notes will mature on November 23, 2026 and may be redeemed in whole or in part at our option at any time or from time to time at the redemption prices set forth in the Indenture. The November 2026 Notes bear interest at a rate of 3.300% per year payable semi-annually on May 23 and November 23 of each year, commencing on May 23, 2022. The November 2026 Notes are our general unsecured obligations that rank senior in right of payment to all of our existing and future indebtedness that is expressly subordinated in right of payment to the November 2026 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by us, rank effectively junior to any of our secured indebtedness (including unsecured indebtedness that we later secure) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by our subsidiaries, financing vehicles or similar facilities.
The Indenture contains certain covenants, including covenants requiring us to comply with the asset coverage requirements of Section 18(a)(1)(A) as modified by Sections 61(a)(1) and (2) of the 1940 Act, whether or not we are subject to those requirements, and to provide financial information to the holders of the November 2026 Notes and the Trustee if we are
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no longer subject to the reporting requirements under the Exchange Act. These covenants are subject to important limitations and exceptions that are described in the Indenture.
In addition, on the occurrence of a “change of control repurchase event,” as defined in the Indenture, we will generally be required to make an offer to purchase the outstanding November 2026 Notes at a price equal to 100% of the principal amount of such November 2026 Notes plus accrued and unpaid interest to the repurchase date.
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The November 2026 Notes were offered to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to certain non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act. Concurrent with the closing of November 2026 Notes offering, we entered into a registration rights agreement for the benefit of the purchasers of the November 2026 Notes. Pursuant to the terms of this registration rights agreement, we filed a registration statement on Form N-14 with the SEC, which was subsequently declared effective, to permit electing holders of the November 2026 Notes to exchange all of their outstanding restricted November 2026 Notes for an equal aggregate principal amount of new November 2026 Notes (the “Exchange Notes”). The Exchange Notes have terms substantially identical to the terms of the November 2026 Notes, except that the Exchange Notes are registered under the Securities Act, and certain transfer restrictions, registration rights, and additional interest provisions relating to the November 2026 Notes do not apply to the Exchange Notes.
As of JuneSeptember 30, 2023, the fair value of the outstanding November 2026 Notes was $300.3$298.4 million. The fair value determinations of the November 2026 Notes were based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.
Share Repurchase ProgramInvestment Valuation Process
The Board must determine fair value in good faith for any or all Company investments for which market quotations are not readily available. The Board has designated the Adviser as valuation designee to perform the fair value determinations relating to the value of the assets held by the Company for which market quotations are not readily available. The Adviser has established a pricing committee that is, subject to the oversight of the Board, responsible for the approval, implementation and oversight of the processes and methodologies that relate to the pricing and valuation of assets held by the Company. The Adviser uses independent third-party providers to price the portfolio, but in the event an acceptable price cannot be obtained from an approved external source, the Adviser will utilize alternative methods in accordance with internal pricing procedures established by the Adviser’s pricing committee.
At least annually, the Adviser conducts reviews of the primary pricing vendors to validate that the inputs used in the vendors’ pricing process are deemed to be market observable. While the Adviser is not provided access to proprietary models of the vendors, the reviews have included on-site walkthroughs of the pricing process, methodologies and control procedures for each asset class and level for which prices are provided. The review also includes an examination of the underlying inputs and assumptions for a sample of individual securities across asset classes, credit rating levels and various durations, a process the Adviser continues to perform annually. In addition, the pricing vendors have an established challenge process in place for all security valuations, which facilitates identification and resolution of prices that fall outside expected ranges. The Adviser believes that the prices received from the pricing vendors are representative of prices that would be received to sell the assets at the measurement date (i.e., exit prices).
The Company’s money market fund investments are generally valued using Level 1 inputs and its equity investments listed on an exchange or on the NASDAQ National Market System are valued using Level 1 inputs, using the last quoted sale price of that day. The Company’s syndicated senior secured loans and structured product investments are generally valued using Level 2 inputs, which are generally valued at the bid quotation obtained from dealers in loans by an independent pricing service. The Company’s middle-market, private debt and equity investments are generally valued using Level 3 inputs.
Independent Valuation
The fair value of loans and equity investments that are not syndicated or for which market quotations are not readily available, including middle-market loans, are generally submitted to independent providers to perform an independent valuation on those loans and equity investments as of the end of each quarter. Such loans and equity investments are initially held at cost, as that is a reasonable approximation of fair value on the acquisition date, and monitored for material changes that could affect the valuation (for example, changes in interest rates or the credit quality of the borrower). At the quarter end following that of the initial acquisition, such loans and equity investments are generally sent to a valuation provider which will determine the fair value of each investment. The independent valuation providers apply various methods (synthetic rating analysis, discounting cash flows, and re-underwriting analysis) to establish the rate of return a market participant would require (the “discount rate”) as of the valuation date, given market conditions, prevailing lending standards and the perceived credit quality of the issuer. Future expected cash flows for each investment are discounted back to present value using these discount rates in the discounted cash flow analysis. A range of values will be provided by the valuation provider and the Adviser will determine the point within that range that it will use. If the Adviser’s pricing committee disagrees with the price range provided, it may make a fair value recommendation to the Adviser that is outside of the range provided by the independent valuation provider and the reasons therefore. In certain instances, the Company may determine that it is not cost-effective, and as a result is not in the stockholders’ best interests, to request an independent valuation firm to perform an independent valuation on certain investments. Such instances include, but are not limited to, situations where the fair value of the investment in the portfolio company is determined to be insignificant relative to the total investment portfolio.
Valuation Inputs
The Adviser’s valuation techniques are based upon both observable and unobservable pricing inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Adviser’s market assumptions. The Adviser’s 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. An independent pricing service provider is the preferred source of pricing a loan, however, to the extent the independent pricing service provider price is unavailable or not relevant and reliable, the Adviser will utilize alternative approaches such as broker quotes or manual prices. The Adviser attempts to maximize the use of observable inputs and minimize the use of unobservable inputs. The availability of observable inputs can vary from
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Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
investment to investment and is affected by a wide variety of factors, including the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets and other characteristics particular to the security.
Valuation of Investments in Jocassee, Thompson Rivers, Waccamaw River, Sierra JV and MVC Private Equity Fund LP
As Jocassee, Thompson Rivers, Waccamaw River, Sierra JV and MVC Private Equity Fund LP are investment companies with no readily determinable fair values, the Adviser estimates the fair value of the Company’s investments in these entities using NAV of each company and the Company’s ownership percentage as a practical expedient. The NAV is determined in accordance with the specialized accounting guidance for investment companies.
Level 3 Unobservable Inputs
The following tables summarize the significant unobservable inputs the Adviser used in the valuation of the Company’s Level 3 debt and equity securities as of September 30, 2023 and December 31, 2022. The weighted average range of unobservable inputs is based on fair value of investments.
September 30, 2023:
($ in thousands)
Fair ValueValuation
Model
Level 3
Input
Range of
Inputs
Weighted
Average
Impact to Valuation from an Increase in Input
Senior debt and 1st lien notes(1)
$1,397,313 Yield AnalysisMarket Yield7.3% – 41.4%12.2%Decrease
13,132 Market ApproachAdjusted EBITDA Multiple5.0x – 5.8x5.1xIncrease
1,127 Market ApproachRevenue Multiple0.2x0.2xIncrease
167,325 Recent TransactionTransaction Price96.1% – 100.0%97.6%Increase
Subordinated debt and 2nd lien notes(2)
172,950 Yield AnalysisMarket Yield9.0% – 18.9%13.6%Decrease
21,563 Market ApproachAdjusted EBITDA Multiple7.0x – 12.50x9.3xIncrease
3,176 Recent TransactionTransaction Price100.0%100.0%Increase
Structured products(3)
23,519 Yield AnalysisMarket Yield8.8% – 11.0%9.5%Decrease
Equity shares(4)
8,518 Yield AnalysisMarket Yield14.2% – 15.5%14.9%Decrease
330,192 Market ApproachAdjusted EBITDA Multiple1.8x – 35.0x10.6xIncrease
1,452 Market ApproachRevenue Multiple0.2x – 9.5x6.7xIncrease
3,026 Net Asset ApproachLiabilities$(44,742.4)$(44,742.4)Decrease
1,402 Expected RecoveryExpected Recovery$2.5 – $1,400.0$1,397.5Increase
3,326 Recent TransactionTransaction Price$1.00 – $1,000.00$171.5Increase
Equity warrants1,243 Market ApproachAdjusted EBITDA Multiple5.0x – 14.0x7.9xIncrease
Expected RecoveryExpected Recovery$3.0$3.0Increase
(1)Excludes investments with an aggregate fair value amounting to $23,430, which the Adviser valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs are not readily available.
(2)Excludes investments with an aggregate fair value amounting to $45,908, which the Adviser valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs are not readily available.
(3)Excludes investments with an aggregate fair value amounting to $12,081, which the Adviser valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs are not readily available.
(4)Excludes investments with an aggregate fair value amounting to $7,705, which the Adviser valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs are not readily available.
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Notes to Unaudited Consolidated Financial Statements — (Continued)

December 31, 2022:
($ in thousands)
Fair ValueValuation
Model
Level 3
Input
Range of
Inputs
Weighted
Average
Impact to Valuation from an Increase in Input
Senior debt and 1st lien notes(1)
$1,305,819 Yield AnalysisMarket Yield7.7% – 37.3%11.7%Decrease
14,794 Market ApproachAdjusted EBITDA Multiple6.0x6.0xIncrease
1,263 Market ApproachRevenue Multiple0.2x0.2xIncrease
13,153 Discounted Cash Flow AnalysisDiscount Rate13.0%13.0%Decrease
233,824 Recent TransactionTransaction Price96.7% – 100.0%97.5%Increase
Subordinated debt and 2nd lien notes(2)
182,856 Yield AnalysisMarket Yield8.4% – 16.6%13.1%Decrease
35,536 Market ApproachAdjusted EBITDA Multiple6.5x – 9.0x7.4xIncrease
2,186 Market ApproachRevenue Multiple0.5x0.5xIncrease
513 Recent TransactionTransaction Price97.3%97.3%Increase
Structured products(3)
3,792 Discounted Cash Flow AnalysisDiscount Rate10.4%10.4%Decrease
5,239 Recent TransactionTransaction Price100.0%100.0%Increase
Equity shares(4)
12,600 Yield AnalysisMarket Yield15.7% – 17.8%16.7%Decrease
259,219 Market ApproachAdjusted EBITDA Multiple4.0x – 43.0x9.4xIncrease
1,321 Market ApproachRevenue Multiple0.2x – 7.0x6.8xIncrease
221 Market ApproachAdjusted EBITDA/Revenue Multiple Blend5.8x5.8xIncrease
1,932 Net Asset ApproachLiabilities$(8,941.8)$(8,941.8)Decrease
112 Expected RecoveryExpected Recovery$2.5 – $110$107.6Increase
4,921 Recent TransactionTransaction Price$0.00 – $1,015.13$521.22Increase
Equity warrants1,054 Market ApproachAdjusted EBITDA Multiple4.0x – 17.5x7.3xIncrease
3Expected RecoveryExpected Recovery$3.0$3.0Increase
(1)Excludes investments with an aggregate fair value amounting to $22,503, which the Adviser valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs are not readily available.
(2)Excludes investments with an aggregate fair value amounting to $13,123, which the Adviser valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs are not readily available.
(3)Excludes investments with an aggregate fair value amounting to $8,796, which the Adviser valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs are not readily available.
(4)Excludes investments with an aggregate fair value amounting to $2,741, which the Adviser valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs are not readily available.
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Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
The following tables present the Company’s investment portfolio at fair value as of September 30, 2023 and December 31, 2022, categorized by the ASC Topic 820 valuation hierarchy, as previously described:
 Fair Value as of September 30, 2023
($ in thousands)Level 1Level 2Level 3Total
Senior debt and 1st lien notes
$— $98,362 $1,602,327 $1,700,689 
Subordinated debt and 2nd lien notes
— 14,036 243,597 257,633 
Structured products— 54,131 35,600 89,731 
Equity shares69 — 355,621 355,690 
Equity warrants— — 1,246 1,246 
Investments subject to leveling$69 $166,529 $2,238,391 $2,404,989 
Investment in joint ventures / PE fund (1)116,646 
$2,521,635 
Fair Value as of December 31, 2022
($ in thousands)Level 1Level 2Level 3Total
Senior debt and 1st lien notes
$— $104,836 $1,591,356 $1,696,192 
Subordinated debt and 2nd lien notes
— 28,925 234,214 263,139 
Structured products— 55,723 17,827 73,550 
Equity shares164 1,339 283,067 284,570 
Equity warrants— — 1,057 1,057 
Investments subject to leveling$164 $190,823 $2,127,521 $2,318,508 
Investment in joint ventures / PE fund (1)130,427 
$2,448,935 
(1)The Company’s investments in Jocassee, Sierra JV, Thompson Rivers, Waccamaw River and MVC Private Equity Fund LP are measured at fair value using NAV and have not been categorized in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Unaudited Consolidated Balance Sheet and Consolidated Balance Sheet.
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Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
The following tables reconcile the beginning and ending balances of the Company’s investment portfolio measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the nine months ended September 30, 2023 and 2022:
Nine Months Ended
September 30, 2023:
($ in thousands)
Senior Debt
and 1st Lien
Notes
Subordinated Debt and 2nd Lien Notes
Structured ProductsEquity
Shares
Equity WarrantsTotal
Fair value, beginning of period$1,591,356 $234,214 $17,827 $283,067 $1,057 $2,127,521 
New investments232,280 32,722 22,669 68,680 — 356,351 
Transfers into (out of) Level 3, net(18,355)16,815 — 914 — (626)
Proceeds from sales of investments(113,358)(2,800)— (4,367)— (120,525)
Loan origination fees received(5,801)(51)— — — (5,852)
Principal repayments received(93,447)(44,129)(1,018)— — (138,594)
Payment-in-kind interest/dividends3,834 7,803 — 5,331 — 16,968 
Accretion of loan premium/discount427 465 — — — 892 
Accretion of deferred loan origination revenue5,380 437 — — — 5,817 
Realized gain (loss)(1,029)(43,902)— (3,434)— (48,365)
Unrealized appreciation (depreciation)1,040 42,023 (3,878)5,430 189 44,804 
Fair value, end of period$1,602,327 $243,597 $35,600 $355,621 $1,246 $2,238,391 
Nine Months Ended
September 30, 2022:
($ in thousands)
Senior Debt
and 1st Lien
Notes
Subordinated Debt and 2nd Lien Notes
Structured ProductsEquity
Shares
Equity WarrantsTotal
Fair value, beginning of period$1,137,323 $230,569 $— $151,282 $864 $1,520,038 
New investments689,638 89,749 6,000 63,344 848,735 
Investments acquired in Sierra merger210,176 54,177 — 7,065 72 271,490 
Transfers into (out of) Level 3, net18,015 9,056 4,905 7,263 — 39,239 
Proceeds from sales of investments(321,758)(21,555)— (1,472)(250)(345,035)
Loan origination fees received(14,660)(1,303)— — — (15,963)
Principal repayments received(207,026)(56,443)(357)— — (263,826)
Payment-in-kind interest/dividends1,994 9,320 — 206 — 11,520 
Accretion of loan premium/discount222 89 — — — 311 
Accretion of deferred loan origination revenue6,574 1,761 — — — 8,335 
Realized gain (loss)(12,292)(2,567)— 18 (760)(15,601)
Unrealized appreciation (depreciation)(45,793)(42,858)(1,066)49,782 73 (39,862)
Fair value, end of period$1,462,413 $269,995 $9,482 $277,488 $$2,019,381 
All realized gains and losses and unrealized appreciation and depreciation are included in earnings (changes in net assets) and are reported on separate line items within the Company’s Unaudited Consolidated Statements of Operations. Pre-tax net unrealized depreciation on Level 3 investments of $5.2 million during the nine months ended September 30, 2023 was related to portfolio company investments that were still held by the Company as of September 30, 2023. Pre-tax net unrealized depreciation on Level 3 investments of $44.3 million during the nine months ended September 30, 2022 was related to portfolio company investments that were still held by the Company as of September 30, 2022.
During the nine months ended September 30, 2023, the Company made investments of approximately $267.1 million in portfolio companies to which it was not previously contractually committed to provide such financing. During the nine months ended September 30, 2023, the Company made investments of $81.4 million in portfolio companies to which it was previously committed to provide such financing.
During the nine months ended September 30, 2022, the Company made investments of approximately $1,301.9 million in portfolio companies to which it was not previously contractually committed to provide such financing. During the nine months
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Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
ended September 30, 2022, the Company made investments of $71.0 million in portfolio companies to which it was previously committed to provide such financing.
Unsettled Purchases and Sales of Investments
Investment transactions are recorded based on the trade date of the transaction. As a result, unsettled purchases and sales are recorded as payables and receivables from unsettled transactions, respectively. While purchases and sales of the Company’s syndicated senior secured loans generally settle on a T+7 basis, the settlement period will sometimes extend past the scheduled settlement. In such cases, the Company generally is contractually owed and recognizes interest income equal to the applicable margin (“spread”) beginning on the T+7 date. Such income is accrued as interest receivable and is collected upon settlement of the investment transaction.
Realized Gain or Loss and Unrealized Appreciation or Depreciation of Portfolio Investments
Realized gains or losses are recorded upon the sale or liquidation of investments and are calculated as the difference between the net proceeds from the sale or liquidation, if any, and the cost basis of the investment using the specific identification method. Unrealized appreciation or depreciation reflects the difference between the fair value of the investments and the cost basis of the investments.
Investment Classification
In accordance with the provisions of the 1940 Act, the Company classifies investments by level of control. As defined in the 1940 Act, “Control Investments” are investments in those companies that the Company is deemed to “Control.” “Affiliate Investments” are investments in those companies that are “Affiliated Persons” of the Company, as defined in the 1940 Act, other than Control Investments. “Non-Control / Non-Affiliate Investments” are those that are neither Control Investments nor Affiliate Investments. Generally, under the 1940 Act, the Company is deemed to control a company in which it has invested if the Company owns more than 25.0% of the voting securities (i.e., securities with the right to elect directors) and/or has the power to exercise control over the management or policies of such portfolio company. Generally, under the 1940 Act, “Affiliate Investments” that are not otherwise “Control Investments” are defined as investments in which the Company owns at least 5.0%, up to 25.0% (inclusive), of the voting securities and does not have the power to exercise control over the management or policies of such portfolio company.
Cash and Foreign Currencies
Cash consists of deposits held at a custodian bank. Cash is carried at cost, which approximates fair value. The Company places its cash with financial institutions and, at times, cash may exceed insured limits under applicable law.
Investment Income
Interest income, including amortization of premium and accretion of discount, is recorded on the accrual basis to the extent that such amounts are expected to be collected. Generally, when interest and/or principal payments on a loan become past due, or if the Company otherwise does not expect the borrower to be able to service its debt and other obligations, the Company will place the loan on non-accrual status and will generally cease recognizing interest income on that loan for financial reporting purposes until all principal and interest have been brought current through payment or due to a restructuring such that the interest income is deemed to be collectible. The Company writes off any previously accrued and uncollected interest when it is determined that interest is no longer considered collectible. As of both September 30, 2023 and December 31, 2022, the Company had seven portfolio companies, respectively, with investments that were on non-accrual. As of September 30, 2023, the seven portfolio companies on non-accrual included four portfolio companies purchased as part of the Sierra Merger, one purchased as part of the MVC Acquisition and two portfolio company originated by Barings. As of December 31, 2022, the seven portfolio companies on non-accrual included four portfolio companies purchases as part of the Sierra Merger, two purchased as part of the MVC Acquisition and one portfolio company was originated by Barings.
Interest income from investments in the equity class of a collateralized loan obligation (“CLO”) security (typically subordinated notes) is recorded based upon an estimation of an effective yield to expected maturity utilizing assumed cash flows in accordance with ASC 325-40, Beneficial Interests in Securitized Financial Assets. The Company monitors the expected cash flows from these investments, including the expected residual payments, and the effective yield is determined and updated periodically. Any difference between the cash distribution received and the amount calculated pursuant to the effective interest method is recorded as an adjustment to the cost basis of such investments.
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Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
Dividend income on preferred equity securities is recorded on the accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity is recorded on the ex-dividend date.
Payment-in-Kind Interest
The Company currently holds, and expects to hold in the future, some loans in its portfolio that contain PIK interest provisions. PIK interest, computed at the contractual rate specified in each loan agreement, is periodically added to the principal balance of the loan, rather than being paid to the Company in cash, and is recorded as interest income. Thus, the actual collection of PIK interest may be deferred until the time of debt principal repayment.
PIK interest, which is a non-cash source of income at the time of recognition, is included in the Company’s taxable income and therefore affects the amount the Company is required to distribute to its stockholders to maintain its tax treatment as a RIC for federal income tax purposes, even though the Company has not yet collected the cash. Generally, when current cash interest and/or principal payments on a loan become past due, or if the Company otherwise does not expect the borrower to be able to service its debt and other obligations, the Company will place the loan on non-accrual status and will generally cease recognizing PIK interest income on that loan for financial reporting purposes until all principal and interest have been brought current through payment or due to a restructuring such that the interest income is deemed to be collectible. The Company writes off any accrued and uncollected PIK interest when it is determined that the PIK interest is no longer collectible.
Fee Income
Origination, facility, commitment, consent and other advance fees received in connection with loan agreements (“Loan Origination Fees”) are recorded as deferred income and recognized as investment income over the term of the loan. Upon prepayment of a loan, any unamortized Loan Origination Fees are recorded as investment income. In the general course of its business, the Company receives certain fees from portfolio companies, which are non-recurring in nature. Such fees include loan prepayment penalties, structuring fees and covenant waiver fees and amendment fees, and are recorded as investment income when earned.
Fee income for the three and nine months ended September 30, 2023 and 2022 was as follows:
Three Months EndedThree Months EndedNine Months EndedNine Months Ended
($ in thousands)September 30, 2023September 30, 2022September 30, 2023September 30, 2022
Recurring Fee Income:
Amortization of loan origination fees$1,740 $1,582 $5,160 $4,398 
Management, valuation and other fees518 620 1,712 667 
Total Recurring Fee Income2,258 2,202 6,872 5,065 
Non-Recurring Fee Income:
Prepayment fees— — 329 134 
Acceleration of unamortized loan origination fees208 1,685 882 4,182 
Advisory, loan amendment and other fees184 434 2,167 1,208 
Total Non-Recurring Fee Income392 2,119 3,378 5,524 
Total Fee Income$2,650 $4,321 $10,250 $10,589 
General and Administrative Expenses
General and administrative expenses include administrative costs, facilities costs, insurance, legal and accounting expenses, expenses reimbursable to the Adviser under the terms of the Administration Agreement and other costs related to operating as a publicly-traded company.
Deferred Financing Fees
Costs incurred to issue debt are capitalized and are amortized over the term of the debt agreements using the effective interest method.
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Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
Segments
The Company lends to and invests in customers in various industries. The Company separately evaluates the performance of each of its lending and investment relationships. However, because each of these loan and investment relationships has similar business and economic characteristics, they have been aggregated into a single lending and investment segment. All applicable segment disclosures are included in or can be derived from the Company’s financial statements.
Concentration of Credit Risk
As of September 30, 2023 and December 31, 2022, there were no individual investments representing greater than 10% of the fair value of the Company’s portfolio. As of September 30, 2023 and December 31, 2022, the Company’s largest single portfolio company investment represented approximately 6.2% and 5.9%, respectively, of the fair value of the Company’s portfolio. Income, consisting of interest, dividends, fees, other investment income and realization of gains or losses on equity interests, can fluctuate dramatically upon repayment of an investment or sale of an equity interest and in any given year can be highly concentrated among several portfolio companies.
As of September 30, 2023, all of the Company’s assets were or will be pledged as collateral for the February 2019 Credit Facility.
Investments Denominated in Foreign Currencies
As of September 30, 2023, the Company held two investments that were denominated in Canadian dollars, one investment that was denominated in Danish kroner, 10 investments that were denominated in Australian dollars, two investments that were denominated in New Zealand dollars, one investment that was denominated in Norwegian krone, two investments that were denominated in Swiss francs, one investment that was denominated in Swedish krona, 65 investments that were denominated in Euros and 29 investments that were denominated in British pounds sterling. As of December 31, 2022, the Company held two investments that were denominated in Canadian dollars, one investment that was denominated in Danish kroner, 11 investments that were denominated in Australian dollars, two investments that were denominated in New Zealand dollars, one investment that was denominated in Norwegian krone, one investment that was denominated in Swiss francs, one investment that was denominated in Swedish krona, 58 investments that were denominated in Euros and 28 investments that were denominated in British pounds sterling.
At each balance sheet date, portfolio company investments denominated in foreign currencies are translated into United States dollars using the spot exchange rate on the last business day of the period. Purchases and sales of foreign portfolio company investments, and any income from such investments, are translated into United States dollars using the rates of exchange prevailing on the respective dates of such transactions.
Although the fair values of foreign portfolio company investments and the fluctuation in such fair values are translated into United States dollars using the applicable foreign exchange rates described above, the Company does not separately report that portion of the change in fair values resulting from foreign currency exchange rate fluctuations from the change in fair values of the underlying investment. All fluctuations in fair value are included in net unrealized appreciation (depreciation) of investments in the Company’s Unaudited Consolidated Statements of Operations.
In addition, during both the nine months ended September 30, 2023 and September 30, 2022, the Company entered into forward currency contracts primarily to help mitigate the impact that an adverse change in foreign exchange rates would have on net interest income from the Company’s investments and related borrowings denominated in foreign currencies. Net unrealized appreciation or depreciation on foreign currency contracts are included in “Net unrealized appreciation (depreciation) - forward currency contracts” and net realized gains or losses on forward currency contracts are included in “Net realized gains (losses) - forward currency contracts” in the Company’s Unaudited Consolidated Statements of Operations.
Investments denominated in foreign currencies and foreign currency transactions may involve certain considerations and risks not typically associated with those of domestic origin, including unanticipated movements in the value of the foreign currency relative to the U.S. Dollar.
4. INCOME TAXES
The Company has elected for federal income tax purposes to be treated, and intends to qualify annually, as a RIC under the Code and intends to make the required distributions to its stockholders as specified therein. In order to maintain its tax treatment as a RIC, the Company must meet certain minimum distribution, source-of-income and asset diversification requirements. If such requirements are met, then the Company is generally required to pay taxes only on the portion of its taxable income and gains it does not distribute (actually or constructively) and certain built-in gains. The Company has
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Notes to Unaudited Consolidated Financial Statements — (Continued)
historically met its minimum distribution requirements and continually monitors its distribution requirements with the goal of ensuring compliance with the Code.
Depending on the level of investment company taxable income (“ICTI”) and net capital gains, if any, or taxable income, the Company may choose to carry forward undistributed taxable income and pay a 4% nondeductible U.S. federal excise tax on certain undistributed income unless the Company distributes, in a timely manner, an amount at least equal to the sum of (i) 98% of net ordinary income for each calendar year, (ii) 98.2% of the amount by which capital gains exceed capital losses (adjusted for certain ordinary losses) for the one-year period ending October 31 in that calendar year (or later if the Company is permitted to elect and so elects) and (iii) certain undistributed amounts from previous years on which the Company paid no U.S. federal income tax. Any such carryover of taxable income must be distributed before the end of that next tax year through a dividend declared prior to filing of the tax return related to the year which generated such taxable income not to be subject to U.S. federal income tax. For the three and nine months ended September 30, 2023, the Company recorded net expenses of $0.4 million and $0.8 million, respectively for U.S. federal excise tax.
Tax positions taken or expected to be taken in the course of preparing the Company’s tax returns are evaluated to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than not threshold would be recorded as a tax benefit or expense in the current year. Management has analyzed the Company’s tax positions taken, or to be taken, on federal income tax returns for all open tax years (fiscal years 2019-2021), and has concluded that the provision for uncertain tax positions in the Company’s financial statements is appropriate.
Taxable income generally differs from increase in net assets resulting from operations due to temporary and permanent differences in the recognition of income and expenses, and generally excludes net unrealized gains or losses, as unrealized gains or losses are generally not included in taxable income until they are realized. The Company makes certain adjustments to the classification of net assets as a result of permanent book-to-tax differences, which include differences in the book and tax basis of certain assets and liabilities, and nondeductible federal taxes or losses among other items. To the extent these differences are permanent, they are charged or credited to additional paid in capital, or total distributable earnings (loss), as appropriate.
For federal income tax purposes, the cost of investments owned as of September 30, 2023 and December 31, 2022 was approximately $2,573.7 million and $2,565.9 million, respectively. As of September 30, 2023, net unrealized depreciation on the Company’s investments (tax basis) was approximately $20.8 million, consisting of gross unrealized appreciation, where the fair value of the Company’s investments exceeds their tax cost, of approximately $136.5 million and gross unrealized depreciation, where the tax cost of the Company’s investments exceeds their fair value, of approximately $157.4 million. As of December 31, 2022, net unrealized depreciation on the Company’s investments (tax basis) was approximately $105.8 million, consisting of gross unrealized appreciation, where the fair value of the Company’s investments exceeds their tax cost, of approximately $112.4 million and gross unrealized depreciation, where the tax cost of the Company’s investments exceeds their fair value, of approximately $218.3 million.
In addition, the Company has wholly-owned taxable subsidiaries (the “Taxable Subsidiaries”), which hold certain portfolio investments that are listed on the Unaudited and Audited Consolidated Schedules of Investments. The Taxable Subsidiaries are consolidated for financial reporting purposes, such that the Company’s consolidated financial statements reflect the Company’s investments in the portfolio companies owned by the Taxable Subsidiaries. The purpose of the Taxable Subsidiaries is to permit the Company to hold certain portfolio companies that are organized as limited liability companies (“LLC”) (or other forms of pass-through entities) and still satisfy the RIC tax requirement that at least 90% of the RIC’s gross revenue for income tax purposes must consist of qualifying investment income. Absent the Taxable Subsidiaries, a proportionate amount of any gross income of an LLC (or other pass-through entity) portfolio investment would flow through directly to the RIC. To the extent that such income did not consist of qualifying investment income, it could jeopardize the Company’s ability to qualify as a RIC and therefore cause the Company to incur significant amounts of federal income taxes. When LLCs (or other pass-through entities) are owned by the Taxable Subsidiaries, their income is taxed to the Taxable Subsidiaries and does not flow through to the RIC, thereby helping the Company preserve its RIC tax treatment and resultant tax advantages. The Taxable Subsidiaries are not consolidated for income tax purposes and may generate income tax expense as a result of its ownership of the portfolio companies. This income tax expense or benefit, if any, is reflected in the Company’s Unaudited Consolidated Statements of Operations. Additionally, any unrealized appreciation related to portfolio investments held by the Taxable Subsidiaries (net of unrealized depreciation related to portfolio investments held by the Taxable Subsidiaries) is reflected net of applicable federal and state income taxes, if any, in the Company’s Unaudited Consolidated Statements of Operations, with the related deferred tax assets or liabilities, if any, included in “Prepaid expenses and other assets” in the Company’s Unaudited and Audited Consolidated Balance Sheets.
As of September 30, 2023, the Company had a deferred tax asset of $8.4 million pertaining to operating losses and tax basis differences related to certain partnership interests. As of December 31, 2022, the Company had a deferred tax asset of
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$9.5 million pertaining to operating losses and tax basis differences related to certain partnership interests. A valuation allowance is provided against deferred tax assets when it is more likely than not that some portion or all of the deferred tax asset will not be realized. As of September 30, 2023 and December 31, 2022, given the losses generated by the entity, the deferred tax assets have been offset by a valuation allowance of $7.9 million and $8.3 million, respectively. The Company concluded that the remaining deferred tax assets will more likely than not be realized, though this is not assured, and as such no valuation allowance has been provided on these assets.
5. BORROWINGS
The Company had the following borrowings outstanding as of September 30, 2023 and December 31, 2022:
Issuance Date
($ in thousands)
Maturity DateInterest Rate as of September 30, 2023September 30, 2023December 31, 2022
Credit Facilities:
February 21, 2019February 21, 20267.094%$796,126 $729,144 
Total Credit Facilities$796,126 $729,144 
Notes:
September 24, 2020 - August 2025 NotesAugust 4, 20254.660%$25,000 $25,000 
September 29, 2020 - August 2025 NotesAugust 4, 20254.660%25,000 25,000 
November 5, 2020 - Series B NotesNovember 4, 20254.250%62,500 62,500 
November 5, 2020 - Series C NotesNovember 4, 20274.750%112,500 112,500 
February 25, 2021 Series D NotesFebruary 26, 20263.410%80,000 80,000 
February 25, 2021 Series E NotesFebruary 26, 20284.060%70,000 70,000 
November 23, 2021 - November 2026 NotesNovember 23, 20263.300%350,000 350,000 
(Less: Deferred financing fees)(4,813)(6,022)
Total Notes$720,187 $718,978 
February 2019 Credit Facility
The Company has entered into the February 2019 Credit Facility with ING, as administrative agent, and the lenders party thereto. The initial commitments under the February 2019 Credit Facility totaled $800.0 million. Effective on November 4, 2021, the Company increased aggregate commitments under the February 2019 Credit Facility to $875.0 million from $800.0 million pursuant to the accordion feature under the February 2019 Credit Facility, which allows for an increase in the total commitments to an aggregate of $1.2 billion subject to certain conditions and the satisfaction of specified financial covenants (the “November 2021 Amendment”). Effective February 25, 2022, the Company increased aggregate commitments under the February 2019 Credit Facility to $965.0 million from $875.0 million pursuant to the accordion feature under the February 2019 Credit Facility, and the allowance for an increase in the total commitments increased to $1.5 billion from $1.2 billion subject to certain conditions and the satisfaction of specified financial covenants (the “February 2022 Amendement”). Effective on April 1, 2022, the Company increased aggregate commitments under the February 2019 Credit Facility to $1.1 billion from $965.0 million pursuant to the accordion feature under the February 2019 Credit Facility, which allows for an increase in the total commitments to an aggregate of $1.5 billion subject to certain conditions and the satisfaction of specified financial covenants (the “April 2022 Amendment”). The Company can borrow foreign currencies directly under the February 2019 Credit Facility. The February 2019 Credit Facility, which is structured as a revolving credit facility, is secured primarily by a material portion of the Company’s assets and guaranteed by certain subsidiaries of the Company. Following the termination on June 30, 2020 of Barings BDC Senior Funding I, LLC’s (“BSF”) credit facility entered into in August 2018 with Bank of America, N.A. (the “August 2018 Credit Facility”), BSF became a subsidiary guarantor and its assets secure the February 2019 Credit Facility. Effective May 9, 2023, the revolving period of the February 2019 Credit Facility was extended to February 21, 2025, followed by a one-year repayment period, and the maturity date was extended to February 21, 2026 (the “May 2023 Amendment”).
Borrowings denominated in U.S. Dollars under the February 2019 Credit Facility bear interest, subject to the Company’s election, on a per annum basis equal to (i) the alternate base rate plus 1.25% (or 1.00% for so long as the Company maintains an investment grade credit rating) or (ii) the term SOFR plus 2.25% (or 2.00% for so long as the Company maintains an investment grade credit rating) plus a credit spread adjustment of 0.10% for borrowings with an interest period of one month, 0.15% for borrowings with an interest period of three months or 0.25% for borrowings with an interest period of six months. Borrowings denominated in certain foreign currencies, other than Australian dollars, bear interest on a per annum basis equal to
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the applicable currency rate for the foreign currency as defined in the credit agreement plus 2.00% (or 2.25% if the Company no longer maintains an investment grade credit rating) or for borrowings denominated in Australian dollars, the applicable Australian dollars Screen Rate, plus 2.20% (or 2.45% if the Company no longer maintains an investment grade credit rating). The alternate base rate is equal to the greatest of (i) the prime rate, (ii) the federal funds rate plus 0.5%, (iii) the Overnight Bank Funding Rate plus 0.5%, (iv) one-month term SOFR plus 1.0% plus a credit spread adjustment of 0.10% and (v) 1.0%.
In addition, the Company pays a commitment fee of (i) 0.5% per annum on undrawn amounts if the unused portion of the February 2019 Credit Facility is greater than two-thirds of total commitments or (ii) 0.375% per annum on undrawn amounts if the unused portion of the February 2019 Credit Facility is equal to or less than two-thirds of total commitments. In connection with entering into the February 2019 Credit Facility, the Company incurred financing fees of approximately $6.4 million, which will be amortized over the remaining life of the February 2019 Credit Facility. In connection with the November 2021 Amendment, February 2022 Amendment, the April 2022 Amendment and the May 2023 Amendment, the Company incurred financing fees of approximately $4.1 million, which will be amortized over the remaining life of the February 2019 Credit Facility.
The February 2019 Credit Facility contains certain affirmative and negative covenants, including but not limited to (i) maintaining minimum stockholders’ equity, (ii) maintaining minimum obligors’ net worth, (iii) maintaining a minimum asset coverage ratio, (iv) meeting a minimum liquidity test and (v) maintaining the Company’s status as a regulated investment company and as a business development company. The February 2019 Credit Facility also contains customary events of default with customary cure and notice provisions, including, without limitation, nonpayment, misrepresentation of representations and warranties in a material respect, breach of covenant, cross-default to other indebtedness, bankruptcy, change of control, and material adverse effect. The February 2019 Credit Facility also permits the administrative agent to select an independent third-party valuation firm to determine valuations of certain portfolio investments for purposes of borrowing base provisions. As of September 30, 2023, the Company was in compliance with all covenants under the February 2019 Credit Facility.
As of September 30, 2023, the Company had U.S. dollar borrowings of $564.5 million outstanding under the February 2019 Credit Facility with an interest rate of 7.428% (one month SOFR of 5.328%), borrowings denominated in Swedish krona of 12.8kr million ($1.2 million U.S. dollars) with an interest rate of 5.875% (one month STIBOR of 3.875%), borrowings denominated in British pounds sterling of £68.6 million ($83.7 million U.S. dollars) with an interest rate of 7.218% (one month SONIA of 5.218%) and borrowings denominated in Euros of €138.6 million ($146.7 million U.S. dollars) with an interest rate of 5.750% (one month EURIBOR of 3.750%). The borrowings denominated in foreign currencies were translated into U.S. dollars based on the spot rate at the relevant balance sheet date. The impact resulting from changes in foreign exchange rates on the February 2019 Credit Facility borrowings is included in “Net unrealized appreciation (depreciation) - foreign currency transactions” in the Company’s Unaudited Consolidated Statements of Operations.
As of December 31, 2022, the Company had U.S. dollar borrowings of $497.5 million outstanding under the February 2019 Credit Facility with an interest rate of 6.324% (one month LIBOR of 4.224%), borrowings denominated in Swedish krona of 12.8kr million ($1.2 million U.S. dollars) with an interest rate of 4.375% (one month STIBOR of 2.375%), borrowings denominated in British pounds sterling of £68.6 million ($82.5 million U.S. dollars) with an interest rate of 4.960% (one month SONIA of 2.960%) and borrowings denominated in Euros of €138.6 million ($147.9 million U.S. dollars) with an interest rate of 3.625% (one month EURIBOR of 1.625%). The borrowings denominated in foreign currencies were translated into U.S. dollars based on the spot rate at the relevant balance sheet date. The impact resulting from changes in foreign exchange rates on the February 2019 Credit Facility borrowings is included in “Net unrealized appreciation (depreciation) - foreign currency transactions” in the Company’s Consolidated Statements of Operations.
As of September 30, 2023 and December 31, 2022, the total fair value of the borrowings outstanding under the February 2019 Credit Facility was $796.1 million and $729.1 million, respectively. The fair values of the borrowings outstanding under the February 2019 Credit Facility are based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.
August 2025 Notes
On August 3, 2020, the Company entered into a Note Purchase Agreement (the “August 2020 NPA”) with Massachusetts Mutual Life Insurance Company governing the issuance of (1) $50.0 million in aggregate principal amount of Series A senior unsecured notes due August 2025 (the “Series A Notes due 2025”) with a fixed interest rate of 4.66% per year, and (2) up to $50.0 million in aggregate principal amount of additional senior unsecured notes due August 2025 with a fixed interest rate per year to be determined (the “Additional Notes” and, collectively with the Series A Notes due 2025, the “August 2025 Notes”), in each case, to qualified institutional investors in a private placement. An aggregate principal amount of $25.0 million of the Series A Notes due 2025 were issued on September 24, 2020 and an aggregate principal amount of $25.0 million of the Series A Notes due 2025 were issued on September 29, 2020, both of which will mature on August 4, 2025 unless redeemed,
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purchased or prepaid prior to such date by the Company in accordance with their terms. Interest on the August 2025 Notes is due semiannually in March and September, beginning in March 2021. In addition, the Company is obligated to offer to repay the August 2025 Notes at par (plus accrued and unpaid interest to, but not including, the date of prepayment) if certain change in control events occur. Subject to the terms of the August 2020 NPA, the Company may redeem the August 2025 Notes in whole or in part at any time or from time to time at the Company’s option at par plus accrued interest to the prepayment date and, if redeemed on or before November 3, 2024, a make-whole premium. The August 2025 Notes are guaranteed by certain of the Company’s subsidiaries, and are the Company’s general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company.
The Company’s permitted issuance period for the Additional Notes under the August 2020 NPA expired on February 3, 2022, prior to which date the Company issued no Additional Notes.
The August 2020 NPA contains certain representations and warranties, and various covenants and reporting requirements customary for senior unsecured notes issued in a private placement, including, without limitation, affirmative and negative covenants such as information reporting, maintenance of the Company’s status as a BDC within the meaning of the 1940 Act, certain restrictions with respect to transactions with affiliates, fundamental changes, changes of line of business, permitted liens, investments and restricted payments, minimum shareholders’ equity, maximum net debt to equity ratio and minimum asset coverage ratio. The August 2020 NPA also contains customary events of default with customary cure and notice periods, including, without limitation, nonpayment, incorrect representation in any material respect, breach of covenant, cross-default under our other indebtedness or that of our subsidiary guarantors, certain judgements and orders, and certain events of bankruptcy. Upon the occurrence of an event of default, the holders of at least 66-2/3% in principal amount of the August 2025 Notes at the time outstanding may declare all August 2025 Notes then outstanding to be immediately due and payable. As of September 30, 2023, the Company was in compliance with all covenants under the August 2020 NPA.
The August 2025 Notes were offered in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The August 2025 Notes have not and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, as applicable.
As of September 30, 2023 and December 31, 2022, the fair value of the outstanding August 2025 Notes was $47.0 million and $46.1 million, respectively. The fair value determination of the August 2025 Notes was based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.
November Notes
On November 4, 2020, the Company entered into a Note Purchase Agreement (the “November 2020 NPA”) governing the issuance of (1) $62.5 million in aggregate principal amount of Series B senior unsecured notes due November 2025 (the “Series B Notes”) with a fixed interest rate of 4.25% per year and (2) $112.5 million in aggregate principal amount of Series C senior unsecured notes due November 2027 (the “Series C Notes” and, collectively with the Series B Notes, the “November Notes”) with a fixed interest rate of 4.75% per year, in each case, to qualified institutional investors in a private placement. Each stated interest rate is subject to a step up of (x) 0.75% per year, to the extent the applicable November Notes do not satisfy certain investment grade conditions and/or (y) 1.50% per year, to the extent the ratio of the Company’s secured debt to total assets exceeds specified thresholds, measured as of each fiscal quarter end. The November Notes were delivered and paid for on November 5, 2020. The Series B Notes will mature on November 4, 2025, and the Series C Notes will mature on November 4, 2027 unless redeemed, purchased or prepaid prior to such date by the Company in accordance with their terms. Interest on the November Notes is due semiannually in May and November, beginning in May 2021. In addition, the Company is obligated to offer to repay the November Notes at par (plus accrued and unpaid interest to, but not including, the date of prepayment) if certain change in control events occur. Subject to the terms of the November 2020 NPA, the Company may redeem the Series B Notes and the Series C Notes in whole or in part at any time or from time to time at the Company’s option at par plus accrued interest to the prepayment date and, if redeemed on or before May 4, 2025, with respect to the Series B Notes, or on or before May 4, 2027, with respect to the Series C Notes, a make-whole premium. The November Notes are guaranteed by certain of the Company’s subsidiaries, and are the Company’s general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company.
The November 2020 NPA contains certain representations and warranties, and various covenants and reporting requirements customary for senior unsecured notes issued in a private placement, including, without limitation, affirmative and negative covenants such as information reporting, maintenance of the Company’s status as a BDC within the meaning of the 1940 Act, certain restrictions with respect to transactions with affiliates, fundamental changes, changes of line of business, permitted liens, investments and restricted payments, minimum shareholders’ equity, maximum net debt to equity ratio and minimum asset coverage ratio. The November 2020 NPA also contains customary events of default with customary cure and
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Notes to Unaudited Consolidated Financial Statements — (Continued)
notice periods, including, without limitation, nonpayment, incorrect representation in any material respect, breach of covenant, cross-default under our other indebtedness or that of our subsidiary guarantors, certain judgements and orders, and certain events of bankruptcy. Upon the occurrence of an event of default, the holders of at least 66-2/3% in principal amount of the November Notes at the time outstanding may declare all November Notes then outstanding to be immediately due and payable. As of September 30, 2023, the Company was in compliance with all covenants under the November 2020 NPA.
The November Notes were offered in reliance on Section 4(a)(2) of the Securities Act. The November Notes have not and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, as applicable.
As of September 30, 2023 and December 31, 2022, the fair value of the outstanding Series B Notes was $57.3 million and $56.8 million, respectively. As of September 30, 2023 and December 31, 2022, the fair value of the outstanding Series C Notes was $98.0 million and $97.7 million, respectively. The fair value determinations of the Series B Notes and Series C Notes were based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.
February Notes
On February 25, 2021, the Company entered into a Note Purchase Agreement (the “February 2021 NPA”) governing the issuance of (1) $80.0 million in aggregate principal amount of Series D senior unsecured notes due February 26, 2026 (the “Series D Notes”) with a fixed interest rate of 3.41% per year and (2) $70.0 million in aggregate principal amount of Series E senior unsecured notes due February 26, 2028 (the “Series E Notes” and, collectively with the Series D Notes, the “February Notes”) with a fixed interest rate of 4.06% per year, in each case, to qualified institutional investors in a private placement. Each stated interest rate is subject to a step up of (x) 0.75% per year, to the extent the applicable February Notes do not satisfy certain investment grade rating conditions and/or (y) 1.50% per year, to the extent the ratio of the Company’s secured debt to total assets exceeds specified thresholds, measured as of each fiscal quarter end. The February Notes were delivered and paid for on February 26, 2021.
The Series D Notes will mature on February 26, 2026, and the Series E Notes will mature on February 26, 2028 unless redeemed, purchased or prepaid prior to such date by the Company in accordance with the terms of the February 2021 NPA. Interest on the February Notes is due semiannually in February and August of each year, beginning in August 2021. In addition, the Company is obligated to offer to repay the February Notes at par (plus accrued and unpaid interest to, but not including, the date of prepayment) if certain change in control events occur. Subject to the terms of the February 2021 NPA, the Company may redeem the Series D Notes and the Series E Notes in whole or in part at any time or from time to time at the Company’s option at par plus accrued interest to the prepayment date and, if redeemed on or before August 26, 2025, with respect to the Series D Notes, or on or before August 26, 2027, with respect to the Series E Notes, a make-whole premium. The February Notes are guaranteed by certain of the Company’s subsidiaries, and are the Company’s general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company.
The February 2021 NPA contains certain representations and warranties, and various covenants and reporting requirements customary for senior unsecured notes issued in a private placement , including, without limitation, information reporting, maintenance of the Company’s status as a BDC within the meaning of the 1940 Act, and certain restrictions with respect to transactions with affiliates, fundamental changes, changes of line of business, permitted liens, investments and restricted payments. In addition, the February 2021 NPA contains the following financial covenants: (a) maintaining a minimum obligors’ net worth, measured as of each fiscal quarter end; (b) not permitting the Company’s asset coverage ratio, as of the date of the incurrence of any debt for borrowed money or the making of any cash dividend to shareholders, to be less than the statutory minimum then applicable to the Company under the 1940 Act; and (c) not permitting the Company’s net debt to equity ratio to exceed 2.0x, measured as of each fiscal quarter end.
The February 2021 NPA also contains customary events of default with customary cure and notice periods, including, without limitation, nonpayment, incorrect representation in any material respect, breach of covenant, cross-default under other indebtedness or that of the Company’s subsidiary guarantors, certain judgements and orders, and certain events of bankruptcy. Upon the occurrence of certain events of default, the holders of at least 66-2/3% in principal amount of the February Notes at the time outstanding may declare all February Notes then outstanding to be immediately due and payable. As of September 30, 2023, the Company was in compliance with all covenants under the February 2021 NPA.
The February Notes were offered in reliance on Section 4(a)(2) of the Securities Act. The February Notes have not and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, as applicable.
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Notes to Unaudited Consolidated Financial Statements — (Continued)
As of September 30, 2023 and December 31, 2022, the fair value of the outstanding Series D Notes was $71.7 million and $69.6 million, respectively. As of September 30, 2023 and December 31, 2022, the fair value of the outstanding Series E Notes was $59.1 million and $57.8 million, respectively. The fair value determinations of the Series D Notes and Series E Notes were based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.
November 2026 Notes
On November 23, 2021, the Company and U.S. Bank Trust Company, National Association (the “Trustee”) entered into an Indenture (the “Base Indenture”) and a First Supplemental Indenture (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). The First Supplemental Indenture relates to the Company’s issuance of $350.0 million aggregate principal amount of its 3.300% notes due 2026 (the “November 2026 Notes”).

The November 2026 Notes will mature on November 23, 2026 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the Indenture. The November 2026 Notes bear interest at a rate of 3.300% per year payable semi-annually on May 23 and November 23 of each year, commencing on May 23, 2022. The November 2026 Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the November 2026 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.
The Indenture contains certain covenants, including covenants requiring the Company to comply with the asset coverage requirements of Section 18(a)(1)(A) as modified by Sections 61(a)(1) and (2) of the 1940 Act, whether or not it is subject to those requirements, and to provide financial information to the holders of the November 2026 Notes and the Trustee if the Company is no longer subject to the reporting requirements under the Exchange Act. These covenants are subject to important limitations and exceptions that are described in the Indenture.
In addition, on the occurrence of a “change of control repurchase event,” as defined in the Indenture, the Company will generally be required to make an offer to purchase the outstanding November 2026 Notes at a price equal to 100% of the principal amount of such November 2026 Notes plus accrued and unpaid interest to the repurchase date.
The November 2026 Notes were offered to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to certain non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act. Concurrent with the closing of November 2026 Notes offering, the Company entered into a registration rights agreement for the benefit of the purchasers of the November 2026 Notes. Pursuant to the terms of this registration rights agreement, the Company filed a registration statement on Form N-14 with the SEC, which was subsequently declared effective, to permit electing holders of the November 2026 Notes to exchange all of their outstanding restricted November 2026 Notes for an equal aggregate principal amount of new November 2026 Notes (the “Exchange Notes”). The Exchange Notes have terms substantially identical to the terms of the November 2026 Notes, except that the Exchange Notes are registered under the Securities Act, and certain transfer restrictions, registration rights, and additional interest provisions relating to the November 2026 Notes do not apply to the Exchange Notes.
As of September 30, 2023 and December 31, 2022, the fair value of the outstanding November 2026 Notes was $298.4 million and $294.6 million, respectively. The fair value determinations of the November 2026 Notes were based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.
6. DERIVATIVE INSTRUMENTS
MVC Credit Support Agreement
In connection with the MVC Acquisition on December 23, 2020, we committedpromptly following the closing of the Company’s merger with MVC, the Company and the Adviser entered into the MVC Credit Support Agreement, pursuant to make open-market purchases of shares of our common stockwhich the Adviser has agreed to provide credit support to the Company in an aggregatethe amount of up to $15.0$23.0 million relating to the net cumulative realized and unrealized losses on the acquired MVC investment portfolio over a 10-year period. See “Note 2 – Agreements and Related Party Transactions” for additional information regarding the MVC Credit Support Agreement. Net unrealized
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appreciation or depreciation on the MVC Credit Support Agreement is included in “Net unrealized appreciation (depreciation) - credit support agreements” in the Company’s Unaudited Consolidated Statements of Operations.
The following tables present the fair value and aggregate unrealized appreciation (depreciation) of the MVC Credit Support Agreement as of September 30, 2023 and December 31, 2022:
As of September 30, 2023
Description
($ in thousands)
CounterpartySettlement DateNotional AmountValueUnrealized Appreciation (Depreciation)
MVC Credit Support AgreementBarings LLC01/01/31$23,000 $16,800 $3,200 
Total MVC Credit Support Agreement$3,200 
As of December 31, 2022
Description
($ in thousands)
CounterpartySettlement DateNotional AmountValueUnrealized Appreciation (Depreciation)
MVC Credit Support AgreementBarings LLC01/01/31$23,000 $12,386 $(1,214)
Total MVC Credit Support Agreement$(1,214)
As of September 30, 2023 and December 31, 2022, the fair value of the MVC Credit Support Agreement was $16.8 million and $12.4 million, respectively, and is included in “Credit support agreements” in the accompanying Unaudited and Audited Consolidated Balance Sheets. The fair value of the MVC Credit Support Agreement was determined based on an income approach, with the primary inputs being the discount rate and the expected time until an exit event for each portfolio company in the MVC Reference Portfolio, which are all Level 3 inputs.
The following tables summarize the significant unobservable inputs the Adviser used in the valuation of the Company’s Level 3 MVC Credit Support Agreement as of September 30, 2023 and December 31, 2022. The average range of unobservable inputs is based on fair value of the MVC Credit Support Agreement.
September 30, 2023:
($ in thousands)
Fair ValueValuation
Model
Level 3
Input
Range of
Inputs
 
Average
Impact to Valuation from an Increase in Input
MVC Credit Support Agreement$16,800 Income ApproachDiscount Rate7.0% - 8.0%7.5%Decrease
Time Until Exit (years)2.8 - 5.84.3Decrease
December 31, 2022:
($ in thousands)
Fair ValueValuation
Model
Level 3
Input
Range of
Inputs
 
Average
Impact to Valuation from an Increase in Input
MVC Credit Support Agreement$12,386 Income ApproachDiscount Rate7.1% - 8.1%7.6%Decrease
Sierra Credit Support Agreement
In connection with the Sierra Merger on February 25, 2022, promptly following the closing of the Company’s merger with Sierra, the Company and the Adviser entered into the Sierra Credit Support Agreement, pursuant to which the Adviser has agreed to provide credit support to the Company in the amount of up to $100.0 million relating to the net cumulative realized and unrealized losses on the acquired Sierra investment portfolio over a 10-year period. See “Note 2 – Agreements and Related Party Transactions” for additional information regarding the Sierra Credit Support Agreement. Net unrealized appreciation or depreciation on the Sierra Credit Support Agreement is included in “Net unrealized appreciation (depreciation) - credit support agreements” in the Company’s Unaudited Consolidated Statements of Operations.

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Notes to Unaudited Consolidated Financial Statements — (Continued)
The following tables present the fair value and aggregate unrealized appreciation (depreciation) of the Sierra Credit Support Agreement as of September 30, 2023 and December 31, 2022:
As of September 30, 2023
Description
($ in thousands)
CounterpartySettlement DateNotional AmountValueUnrealized Appreciation (Depreciation)
Sierra Credit Support AgreementBarings LLC04/01/32$100,000 $37,400 $(7,000)
Total Sierra Credit Support Agreement$(7,000)
As of December 31, 2022
Description
($ in thousands)
CounterpartySettlement DateNotional AmountValueUnrealized Appreciation (Depreciation)
Sierra Credit Support AgreementBarings LLC04/01/32$100,000 $40,700 $(3,700)
Total Sierra Credit Support Agreement$(3,700)
As of September 30, 2023 and December 31, 2022, the fair value of the Sierra Credit Support Agreement was $37.4 million and $40.7 million, respectively, and is included in “Credit support agreements” in the accompanying Unaudited and Audited Consolidated Balance Sheets. The fair value of the Sierra Credit Support Agreement was determined based on a simulation analysis, with the primary inputs being the enterprise value, a measure of expected asset volatility, the expected time until an exit event for each portfolio company in the Sierra Reference Portfolio, the Discount Rate and the Recovery Rate, which are all Level 3 inputs.
The following tables summarize the significant unobservable inputs the Adviser used in the valuation of the Company’s Level 3 Sierra Credit Support Agreement as of September 30, 2023 and December 31, 2022. The average range of unobservable inputs is based on fair value of the Sierra Credit Support Agreement.
September 30, 2023:
($ in thousands)
Fair ValueValuation
Model
Level 3
Input
Range of
Inputs
 
Average
Impact to Valuation from an Increase in Input
Sierra Credit Support Agreement$37,400 Simulation AnalysisEnterprise Value$91 - $150,800$75,446Decrease
Asset Volatility35.0% - 70.0%52.5%Increase
Time Until Exit (years)0.0 - 8.34.2Decrease
Discount Rate7.1%7.1%Decrease
Recovery Rate0.0% - 70.0%35.0%Decrease
December 31, 2022:
($ in thousands)
Fair ValueValuation
Model
Level 3
Input
Range of
Inputs
 
Average
Impact to Valuation from an Increase in Input
Sierra Credit Support Agreement$40,700 Simulation AnalysisEnterprise Value$100 - $403,500$201,800Decrease
Asset Volatility37.5% - 70.0%53.8%Increase
Time Until Exit (years)0.0 - 9.14.6Decrease
Recovery Rate0.0% - 70.0%35.0%Decrease
104

Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
Foreign Currency Forward Contracts
The Company enters into forward currency contracts from time to time to primarily help mitigate the impact that an adverse change in foreign exchange rates would have on net interest income from the Company’s investments and related borrowings denominated in foreign currencies. Forward currency contracts are considered undesignated derivative instruments.
The following tables present the Company’s foreign currency forward contracts as of September 30, 2023 and December 31, 2022:
As of September 30, 2023
Description
($ in thousands)
Notional Amount to be PurchasedNotional Amount to be SoldMaturity DateGross Amount of Recognized Assets (Liabilities)Balance Sheet Location of Net Amounts
Foreign currency forward contract (AUD)A$4,471$3,03510/10/23$(149)Derivative liabilities
Foreign currency forward contract (AUD)A$2,000$1,28110/10/2310 Derivative assets
Foreign currency forward contract (AUD)$47,086A$70,29810/10/231,706 Derivative assets
Foreign currency forward contract (CAD)$7,011C$9,22910/10/23184 Derivative assets
Foreign currency forward contract (CAD)$130C$17610/10/23— Derivative assets
Foreign currency forward contract (DKK)$1389kr.10/10/23— Derivative assets
Foreign currency forward contract (DKK)$3422,312kr.10/10/2314 Derivative assets
Foreign currency forward contract (EUR)€5,000$5,28910/10/23Derivative assets
Foreign currency forward contract (EUR)€2,000$2,20310/10/23(85)Derivative liabilities
Foreign currency forward contract (EUR)$86,143€78,16210/10/233,366 Derivative assets
Foreign currency forward contract (NZD)$8,491NZ$13,78010/10/23212 Derivative assets
Foreign currency forward contract (NZD)$160NZ$25710/10/23Derivative assets
Foreign currency forward contract (NOK)$3,918kr42,01910/10/23(32)Derivative liabilities
Foreign currency forward contract (GBP)£4,000$4,87910/02/23Derivative assets
Foreign currency forward contract (GBP)£1,000$1,21610/10/23Derivative assets
Foreign currency forward contract (GBP)$52,028£41,01910/10/231,960 Derivative assets
Foreign currency forward contract (GBP)$1,464£1,20010/10/23— Derivative liabilities
Foreign currency forward contract (GBP)$8,965£6,97610/10/23450 Derivative assets
Foreign currency forward contract (GBP)$3,152£2,50010/10/23101Derivative assets
Foreign currency forward contract (SEK)$2262,407kr10/10/23Derivative assets
Foreign currency forward contract (CHF)$7968Fr.10/10/23Derivative assets
Foreign currency forward contract (CHF)$5,6905,031Fr.10/10/23187 Derivative assets
Foreign currency forward contract (CHF)$305260Fr.10/10/2321 Derivative assets
Total$7,974 

105

Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
As of December 31, 2022
Description
($ in thousands)
Notional Amount to be PurchasedNotional Amount to be SoldMaturity DateGross Amount of Recognized Assets (Liabilities)Balance Sheet Location of Net Amounts
Foreign currency forward contract (AUD)A$72,553$48,70101/09/23$511 Derivative assets
Foreign currency forward contract (AUD)$47,177A$72,55301/09/23(2,035)Derivative liabilities
Foreign currency forward contract (AUD)$47,055A$69,91904/11/23(548)Derivative liabilities
Foreign currency forward contract (CAD)C$225$16501/09/23Derivative assets
Foreign currency forward contract (CAD)C$9,285$6,81901/09/2334 Derivative assets
Foreign currency forward contract (CAD)$4,578C$6,20701/09/23(3)Derivative liabilities
Foreign currency forward contract (CAD)$2,415C$3,30301/09/23(22)Derivative liabilities
Foreign currency forward contract (CAD)$6,865C$9,33904/11/23(34)Derivative liabilities
Foreign currency forward contract (DKK)2,260kr.$32301/09/23Derivative assets
Foreign currency forward contract (DKK)$3002,260kr.01/09/23(24)Derivative liabilities
Foreign currency forward contract (DKK)$3292,290kr.04/11/23(2)Derivative liabilities
Foreign currency forward contract (EUR)€106,443$113,10101/09/23541 Derivative assets
Foreign currency forward contract (EUR)€1,511$1,50001/09/23113 Derivative assets
Foreign currency forward contract (EUR)$106,563€107,95401/09/23(8,692)Derivative liabilities
Foreign currency forward contract (EUR)$109,735€102,64904/11/23(547)Derivative liabilities
Foreign currency forward contract (NZD)NZ$4,000$2,58101/09/23(51)Derivative liabilities
Foreign currency forward contract (NZD)NZ$15,175$9,53801/09/2360 Derivative assets
Foreign currency forward contract (NZD)$208NZ$35101/09/23(14)Derivative liabilities
Foreign currency forward contract (NZD)$10,767NZ$18,82401/09/23(1,139)Derivative liabilities
Foreign currency forward contract (NZD)$9,644NZ$15,33304/11/23(62)Derivative liabilities
Foreign currency forward contract (NOK)kr37,773$3,83501/09/23— Derivative liabilities
Foreign currency forward contract (NOK)$3,538kr37,77301/09/23(297)Derivative liabilities
Foreign currency forward contract (NOK)$4,050kr39,73204/11/23(1)Derivative liabilities
Foreign currency forward contract (GBP)£37,951$45,89801/09/23(240)Derivative liabilities
Foreign currency forward contract (GBP)$39,500£34,95101/09/23(2,549)Derivative liabilities
Foreign currency forward contract (GBP)$3,396£3,00001/09/23(213)Derivative liabilities
Foreign currency forward contract (GBP)$47,147£38,89904/11/23243 Derivative assets
Foreign currency forward contract (SEK)2,182kr.$21001/09/23— Derivative liabilities
Foreign currency forward contract (SEK)$1972,182kr.01/09/23(13)Derivative liabilities
Foreign currency forward contract (SEK)$2172,247kr.04/11/23— Derivative assets
Foreign currency forward contract (CHF)3,803Fr.$4,11001/09/23Derivative assets
Foreign currency forward contract (CHF)$618600Fr.01/09/23(31)Derivative liabilities
Foreign currency forward contract (CHF)$3,3053,203Fr.01/09/23(158)Derivative liabilities
Foreign currency forward contract (CHF)$4,1943,841Fr.04/11/23(2)Derivative liabilities
Total$(15,169)
As of September 30, 2023 and December 31, 2022, the total fair value of the Company’s foreign currency forward contracts was $8.0 million and $(15.2) million, respectively. The fair values of the Company’s foreign currency forward contracts are based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
7. COMMITMENTS AND CONTINGENCIES
In the normal course of business, the Company is party to financial instruments with off-balance sheet risk, consisting primarily of unused commitments to extend financing to the Company’s portfolio companies. Since commitments may expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements. As of September 30, 2023, the Company believed that it had adequate financial resources to satisfy its unfunded commitments. The balances of unused commitments to extend financing as of September 30, 2023 and December 31, 2022 were as follows:
Portfolio Company
($ in thousands)
Investment TypeSeptember 30, 2023December 31, 2022
1888 Industrial Services, LLC(1)(2)Revolver$15 $— 
Accurus Aerospace Corporation(1)(2)Revolver519 1,152 
106

Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
Portfolio Company
($ in thousands)
Investment TypeSeptember 30, 2023December 31, 2022
Adhefin International(1)(2)(3)Delayed Draw Term Loan402 — 
Air Comm Corporation, LLC(1)(2)Delayed Draw Term Loan1,549 — 
AlliA Insurance Brokers NV(1)(2)(3)Delayed Draw Term Loan1,707 — 
Americo Chemical Products, LLC(1)(2)Revolver470 — 
Amtech LLC(1)Delayed Draw Term Loan764 1,527 
Amtech LLC(1)Revolver477 545 
AnalytiChem Holding GmbH(1)(2)(3)Bridge Revolver364 366 
APC1 Holding(1)(3)Delayed Draw Term Loan— 354 
Aquavista Watersides 2 LTD(1)(2)(4)Capex / Acquisition Facility2,127 2,543 
Arc Education(1)(3)Delayed Draw Term Loan1,444 1,900 
Argus Bidco Limited(1)(2)(4)CAF Term Loan518 789 
Argus Bidco Limited(1)(2)(4)RCF Bridge Term Loan— 168 
ASC Communications, LLC(1)Revolver1,089 1,089 
Astra Bidco Limited(1)(2)(4)Delayed Draw Term Loan578 876 
ATL II MRO Holdings, Inc.(1)Revolver1,667 1,667 
Avance Clinical Bidco Pty Ltd(1)(2)(5)Delayed Draw Term Loan1,233 1,295 
Azalea Buyer, Inc.(1)(2)Delayed Draw Term Loan644 962 
Azalea Buyer, Inc.(1)(2)Revolver481 481 
Bariacum S.A(1)(2)(3)Acquisition Facility953 2,028 
Beyond Risk Management, Inc.(1)(2)Delayed Draw Term Loan2,423 2,423 
Biolam Group(1)(2)(3)Delayed Draw Term Loan639 4,783 
Black Angus Steakhouses, LLC(1)Delayed Draw Term Loan— 417 
Bounteous, Inc.(1)(2)Delayed Draw Term Loan2,840 2,840 
Brightpay Limited(1)(2)(3)Delayed Draw Term Loan134 135 
BrightSign LLC(1)(2)Revolver443 1,329 
CAi Software, LLC(1)(2)Revolver943 943 
Canadian Orthodontic Partners Corp.(1)(2)(6)Delayed Draw Term Loan— 110 
Catawba River Limited(1)(2)(4)Structured Junior Note12,800 12,635 
Centralis Finco S.a.r.l.(1)(3)Incremental CAF Term Loan— 1,028 
CGI Parent, LLC(1)(2)Revolver1,653 1,653 
Classic Collision (Summit Buyer, LLC)(1)Delayed Draw Term Loan— 78 
Classic Collision (Summit Buyer, LLC)(1)(2)Delayed Draw Term Loan3,155 — 
Comply365, LLC(1)Revolver1,100 935 
Coyo Uprising GmbH(1)(2)(3)Delayed Draw Term Loan416 419 
CSL Dualcom(1)(4)Capex / Acquisition Term Loan144 142 
DataServ Integrations, LLC(1)Revolver481 481 
DecksDirect, LLC(1)(2)Revolver381 218 
DISA Holdings Corp.(1)Delayed Draw Term Loan1,287 1,368 
DISA Holdings Corp.(1)Revolver364 416 
DreamStart Bidco SAS (d/b/a SmartTrade)(1)(2)(3)Acquisition Facility— 579 
Dune Group(1)(2)(3)Delayed Draw Term Loan420 624 
Dwyer Instruments, Inc.(1)Delayed Draw Term Loan5,164 5,164 
Eclipse Business Capital, LLC(1)Revolver18,000 17,455 
EMI Porta Holdco LLC(1)(2)Delayed Draw Term Loan9,272 9,272 
EMI Porta Holdco LLC(1)(2)Revolver706 1,471 
EPS NASS Parent, Inc.(1)Delayed Draw Term Loan— 257 
eShipping, LLC(1)Delayed Draw Term Loan869 1,650 
107

Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
Portfolio Company
($ in thousands)
Investment TypeSeptember 30, 2023December 31, 2022
eShipping, LLC(1)Revolver1,486 1,486 
Eurofins Digital Testing International LUX Holding SARL(1)(2)(3)Delayed Draw Term Loan2,618 2,639 
Eurofins Digital Testing International LUX Holding SARL(1)(2)(3)Delayed Draw Term Loan524 528 
Events Software BidCo Pty Ltd(1)(2)Delayed Draw Term Loan620 640 
Express Wash Acquisition Company, LLC(1)Revolver115 115 
F24 (Stairway BidCo GmbH)(1)(2)(3)Acquisition Term Loan— 246 
Faraday(1)(2)(3)Delayed Draw Term Loan949 — 
Fineline Technologies, Inc.(1)Delayed Draw Term Loan— 180 
Finexvet(1)(2)(3)Delayed Draw Term Loan623 — 
Footco 40 Limited(1)(2)(4)Delayed Draw Term Loan502 766 
Fortis Payment Systems, LLC(1)Delayed Draw Term Loan210 925 
FragilePak LLC(1)Delayed Draw Term Loan— 2,354 
Front Line Power Construction LLC(1)(2)Delayed Draw Term Loan95 — 
GB Eagle Buyer, Inc.(1)(2)Revolver2,581 2,581 
Global Academic Group Limited(1)(2)(7)Term Loan393 451 
GPNZ II GmbH(1)(2)(3)CAF Term Loan— 560 
GPNZ II GmbH(1)(2)(3)Term Loan59 — 
Greenhill II BV(1)(3)Capex Acquisition Facility115 255 
Groupe Product Life(1)(3)Delayed Draw Term Loan— 441 
Gusto Aus BidCo Pty Ltd(1)(5)Delayed Draw Term Loan212 223 
HeartHealth Bidco Pty Ltd(1)(5)Delayed Draw Term Loan290 313 
Heartland Veterinary Partners, LLC(1)Delayed Draw Term Loan— 267 
Heavy Construction Systems Specialists, LLC(1)Revolver2,632 2,632 
HEKA Invest(1)(3)Delayed Draw Term Loan551 555 
HemaSource, Inc.(1)(2)Revolver1,804 — 
HTI Technology & Industries(1)Delayed Draw Term Loan2,045 2,045 
HTI Technology & Industries(1)Revolver1,364 1,364 
HW Holdco, LLC (Hanley Wood LLC)(1)Delayed Draw Term Loan— 913 
Innovad Group II BV(1)(2)(3)Delayed Draw Term Loan255 1,261 
INOS 19-090 GmbH(1)(2)(3)Acquisition Facility1,794 2,380 
Interstellar Group B.V.(1)(3)Delayed Draw Term Loan748 1,310 
Interstellar Group B.V.(1)(3)Delayed Draw Term Loan55 55 
Isolstar Holding NV (IPCOM)(1)(3)Delayed Draw Term Loan738 744 
ITI Intermodal, Inc.(1)(2)Delayed Draw Term Loan— 103 
ITI Intermodal, Inc.(1)Revolver1,207 118 
Jaguar Merger Sub Inc.(1)Delayed Draw Term Loan— 422 
Jaguar Merger Sub Inc.(1)Revolver— 490 
Jocassee Partners LLCJoint Venture65,000 65,000 
Jon Bidco Limited(1)(2)(7)Capex & Acquisition Facility1,068 1,441 
Jones Fish Hatcheries & Distributors LLC(1)(2)Revolver418 418 
Kano Laboratories LLC(1)Delayed Draw Term Loan153 153 
Kano Laboratories LLC(1)Delayed Draw Term Loan2,830 2,830 
Kemmerer Operations LLC(1)Delayed Draw Term Loan— 908 
Lambir Bidco Limited(1)(2)(3)Delayed Draw Term Loan600 1,766 
Lattice Group Holdings Bidco Limited(1)(2)Delayed Draw Term Loan255 298 
Lattice Group Holdings Bidco Limited(1)(2)Revolver18 — 
108

Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
Portfolio Company
($ in thousands)
Investment TypeSeptember 30, 2023December 31, 2022
LeadsOnline, LLC(1)(2)Revolver2,603 2,603 
Lifestyle Intermediate II, LLC(1)(2)Revolver2,500 2,500 
LivTech Purchaser, Inc.(1)(2)Delayed Draw Term Loan— 138 
Marmoutier Holding B.V.(1)(2)(3)Delayed Draw Term Loan24 24 
Marmoutier Holding B.V.(1)(2)(3)Revolver104 106 
Marshall Excelsior Co.(1)(2)Revolver551 413 
MC Group Ventures Corporation(1)Delayed Draw Term Loan276 296 
Mercell Holding AS(1)(2)(8)Capex Acquisition Facility738 797 
Modern Star Holdings Bidco Pty Limited(1)(2)(5)Term Loan922 968 
Moonlight Bidco Limited(1)(2)(4)Delayed Draw Term Loan538 — 
Murphy Midco Limited(1)(2)(4)Delayed Draw Term Loan357 407 
Narda Acquisitionco., Inc.(1)Revolver1,311 1,180 
NAW Buyer LLC(1)(2)Delayed Draw Term Loan7,576 — 
NAW Buyer LLC(1)(2)Revolver1,894 — 
NeoxCo(1)(2)(3)Delayed Draw Term Loan476 — 
Nexus Underwriting Management Limited(1)(2)(4)Acquisition Facility250 443 
Nexus Underwriting Management Limited(1)(2)(4)Revolver93 — 
NF Holdco, LLC(1)Revolver663 — 
Novotech Aus Bidco Pty Ltd(1)Capex & Acquisition Facility809 809 
NPM Investments 28 BV(1)(3)Delayed Draw Term Loan459 463 
OA Buyer, Inc.(1)Revolver1,331 1,331 
OAC Holdings I Corp(1)(2)Revolver1,370 607 
Omni Intermediate Holdings, LLC(1)(2)Delayed Draw Term Loan— 2,289 
OSP Hamilton Purchaser, LLC(1)(2)Revolver440 187 
PDQ.Com Corporation(1)Delayed Draw Term Loan5,582 6,885 
Polara Enterprises, L.L.C.(1)Revolver545 545 
Premium Invest(1)(2)(3)Delayed Draw Term Loan2,859 2,882 
Process Insights Acquisition, Inc.(1)(2)Delayed Draw Term Loan935 — 
Process Insights Acquisition, Inc.(1)(2)Revolver1,014 — 
ProfitOptics, LLC(1)(2)Revolver290 484 
Protego Bidco B.V.(1)(2)(3)Delayed Draw Term Loan629 792 
PSP Intermediate 4, LLC(1)(2)(3)Delayed Draw Term Loan721 727 
Qualified Industries, LLC(1)Revolver242 — 
R1 Holdings, LLC(1)Delayed Draw Term Loan1,820 2,623 
R1 Holdings, LLC(1)Revolver1,947 1,601 
RA Outdoors, LLC(1)(2)Revolver747 1,235 
Randys Holdings, Inc.(1)(2)Delayed Draw Term Loan4,412 4,412 
Randys Holdings, Inc.(1)(2)Revolver1,326 1,571 
Rep Seko Merger Sub LLC(1)Delayed Draw Term Loan— 725 
Reward Gateway (UK) Ltd(1)(2)(4)Acquisition Facility— 600 
Rhondda Financing No. 1 DAC(1)(2)(4)Structured Junior Note10,159 — 
Rocade Holdings LLC(1)(2)Preferred Equity30,000 — 
Rock Labor, LLC(1)(2)Revolver1,103 — 
Royal Buyer, LLC(1)Revolver1,340 1,340 
Royal Buyer, LLC(1)Delayed Draw Term Loan1,353 2,209 
RTIC Subsidiary Holdings, LLC(1)(2)Revolver1,905 2,381 
Sanoptis S.A.R.L.(1)(3)Acquisition Capex Facility15 1,751 
109

Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
Portfolio Company
($ in thousands)
Investment TypeSeptember 30, 2023December 31, 2022
Sanoptis S.A.R.L.(1)(3)CAF Term Loan1,598 — 
SBP Holdings LP(1)Delayed Draw Term Loan788 — 
SBP Holdings LP(1)Revolver1,065 — 
Scaled Agile, Inc.(1)(2)Delayed Draw Term Loan331 416 
Scaled Agile, Inc.(1)(2)Revolver336 336 
Scout Bidco B.V.(1)(3)Delayed Draw Term Loan— 2,270 
Scout Bidco B.V.(1)(2)(3)Revolver1,022 1,030 
Security Holdings B.V.(1)(2)(3)Delayed Draw Term Loan2,118 2,134 
Security Holdings B.V.(1)(2)(3)Revolver1,059 1,067 
Security Holdings B.V.(1)(2)(3)Revolver529 — 
Sereni Capital NV(1)(2)(3)Delayed Draw Term Loan673 — 
Sereni Capital NV(1)(3)Term Loan— 109 
Sinari Invest(1)(2)(3)Delayed Draw Term Loan665 — 
Smartling, Inc.(1)(2)Delayed Draw Term Loan— 1,978 
Smartling, Inc.(1)Revolver1,176 1,176 
SmartShift Group, Inc.(1)(2)Delayed Draw Term Loan3,440 — 
SmartShift Group, Inc.(1)(2)Revolver1,651 — 
Smile Brands Group, Inc.(1)(2)Delayed Draw Term Loan— 38 
Soho Square III Debtco II SARL(1)(4)Delayed Draw Term Loan1,135 3,383 
Solo Buyer, L.P.(1)(2)Revolver1,596 1,995 
Sparus Holdings, LLC (f/k/a Sparus Holdings, Inc.)(1)Delayed Draw Term Loan399 666 
Sparus Holdings, LLC (f/k/a Sparus Holdings, Inc.)(1)Revolver98 156 
Spatial Business Systems LLC(1)Delayed Draw Term Loan1,875 7,500 
Spatial Business Systems LLC(1)Revolver1,406 1,406 
SSCP Pegasus Midco Limited(1)(2)(4)Delayed Draw Term Loan3,944 4,664 
Superjet Buyer, LLC(1)Revolver1,369 1,825 
Syntax Systems Ltd(1)(2)Delayed Draw Term Loan1,933 1,933 
Syntax Systems Ltd(1)(2)Revolver337 337 
Tank Holding Corp(1)(2)Delayed Draw Term Loan925 — 
Tank Holding Corp(1)(2)Revolver189 698 
Tanqueray Bidco Limited(1)(4)Capex Facility1,104 1,088 
Techone B.V.(1)(2)(3)Revolver302 203 
Tencarva Machinery Company, LLC(1)Revolver1,129 1,129 
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)(1)Delayed Draw Term Loan2,811 2,811 
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)(1)Revolver827 827 
The Cleaver-Brooks Company, Inc.(1)Revolver3,229 2,826 
The Hilb Group, LLC(1)Delayed Draw Term Loan503 1,182 
Trader Corporation(1)(6)Revolver346 345 
Trintech, Inc.(1)(2)Revolver383 — 
TSYL Corporate Buyer, Inc.(1)Delayed Draw Term Loan1,681 1,681 
TSYL Corporate Buyer, Inc.(1)Revolver177 177 
Turbo Buyer, Inc.(1)(2)Delayed Draw Term Loan1,350 1,350 
Union Bidco Limited(1)(2)(4)Acquisition Facility79 78 
United Therapy Holding III GmbH(1)(2)(3)Acquisition Facility655 1,170 
Unither (Uniholding)(1)(2)(3)Delayed Draw Term Loan459 — 
USLS Acquisition, Inc.(f/k/a US Legal Support, Inc.)(1)(2)Delayed Draw Term Loan2,588 3,629 
W2O Holdings, Inc.(1)Delayed Draw Term Loan— 2,622 
110

Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
Portfolio Company
($ in thousands)
Investment TypeSeptember 30, 2023December 31, 2022
Waccamaw River(2)Joint Venture— 2,480 
West-NR AcquisitionCo., LLC(1)(2)Delayed Draw Term Loan2,500 — 
Whitcraft Holdings, Inc.(1)(2)Revolver1,886 — 
Woodland Foods, Inc.(1)(2)Line of Credit1,016 456 
WWEC Holdings III Corp(1)Delayed Draw Term Loan3,106 3,106 
WWEC Holdings III Corp(1)Revolver2,112 1,366 
Xeinadin Bidco Limited(1)(2)(4)CAF Term Loan2,589 3,109 
ZB Holdco LLC(1)(2)Delayed Draw Term Loan— 1,352 
ZB Holdco LLC(1)(2)Delayed Draw Term Loan2,932 — 
ZB Holdco LLC(1)(2)Revolver811 845 
Zeppelin Bidco Limited(1)(2)(4)Capex / Acquisition Facility2,553 2,516 
Total unused commitments to extend financing$338,576 $308,532 
(1)The Adviser’s estimate of the fair value of the current investments in these portfolio companies includes an analysis of the fair value of any unfunded commitments.
(2)Represents a commitment to extend financing to a portfolio company where one or more of the Company’s current investments in the portfolio company are carried at then-currentless than cost.
(3)Actual commitment amount is denominated in Euros. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(4)Actual commitment amount is denominated in British pounds sterling. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(5)Actual commitment amount is denominated in Australian dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(6)Actual commitment amount is denominated in Canadian dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(7)Actual commitment amount is denominated in New Zealand dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(8)Actual commitment amount is denominated in Norwegian kroner. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
In the normal course of business, the Company guarantees certain obligations in connection with its portfolio companies (in particular, certain controlled portfolio companies). Under these guarantee arrangements, payments may be required to be made to third parties if such guarantees are called upon or if the portfolio companies were to default on their related obligations, as applicable. As of both September 30, 2023 and December 31, 2022, the Company had guaranteed €9.9 million ($10.5 million U.S. dollars and $10.6 million U.S. dollars, respectively) relating to credit facilities among Erste Bank and MVC Automotive Group Gmbh (“MVC Auto”) that mature in December 2025. The Company would be required to make payments to Erste Bank if MVC Auto were to default on their related payment obligations. None of the credit facility guarantees are recorded as a liability on the Company’s Unaudited and Audited Consolidated Balance Sheets, as such the credit facility liabilities are considered in the valuation of the investments in MVC Auto. The guarantees denominated in foreign currencies were translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
Neither the Company, the Adviser, nor the Company’s subsidiaries are currently subject to any material pending legal proceedings, other than ordinary routine litigation incidental to their respective businesses. The Company, the Adviser, and the Company’s subsidiaries may from time to time, however, be involved in litigation arising out of operations in the normal course of business or otherwise, including in connection with strategic transactions. Furthermore, third parties may seek to impose liability on the Company in connection with the activities of its portfolio companies. While the outcome of any current legal proceedings cannot at this time be predicted with certainty, the Company does not expect any current matters will materially affect its financial condition or results of operations; however, there can be no assurance whether any pending legal proceedings will have a material adverse effect on the Company’s financial condition or results of operations in any future reporting period.
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Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
8. FINANCIAL HIGHLIGHTS
The following is a schedule of financial highlights for the nine months ended September 30, 2023 and 2022:
 Nine Months Ended September 30,
($ in thousands, except share and per share amounts)20232022
Per share data:
Net asset value at beginning of period$11.05 $11.36 
Net investment income (1)0.88 0.78 
Net realized gain (loss) on investments / foreign currency transactions / forward currency contracts (1)(0.71)(0.02)
Net unrealized appreciation (depreciation) on investments / CSAs / foreign currency transactions / forward currency contracts (1)0.74 (0.67)
Total increase (decrease) from investment operations (1)0.91 0.09 
Dividends/distributions paid to stockholders from net investment income(0.76)(0.71)
Sierra Merger (See Note 9) (2)— 0.10 
Deemed contribution - CSA (See Note 9)— 0.40 
Purchases of shares in share repurchase plan0.05 0.04 
Net asset value at end of period$11.25 $11.28 
Market value at end of period (3)$8.91 $8.27 
Shares outstanding at end of period106,516,166 108,882,105 
Net assets at end of period$1,198,224 $1,228,061 
Average net assets$1,212,397 $1,167,772 
Ratio of total expenses, including loss on extinguishment of debt and provision for taxes, to average net assets (annualized) (4)13.06 %8.98 %
Ratio of net investment income to average net assets (annualized)10.39 %8.99 %
Portfolio turnover ratio (annualized) (5)13.21 %38.41 %
Total return (6)19.86 %(19.45)%
(1)Weighted average per share data—basic and diluted; per share data was derived by using the weighted average shares outstanding during the applicable period.
(2)Includes the impact of the share issuance and deemed contribution from Barings LLC associated with the Sierra Merger.
(3)Represents the closing price of the Company’s common stock on the last day of the period.
(4)Does not include expenses of underlying investment companies, including joint ventures.
(5)Portfolio turnover ratio as of September 30, 2022 excludes the impact of the Sierra Merger.
(6)Total return is based on purchase of stock at the current market price on the first day and a sale at the current market price on the last day of each period reported on the table and assumes reinvestment of dividends at prices at any time shares trade below 90% of our then most recently disclosed NAV per share. Any repurchases obtained by the Company’s dividend reinvestment plan during the period. Total return is not annualized.
9. SIERRA MERGER
On February 25, 2022, the Company completed the Sierra Mergerpursuant to the authorized program occurred duringterms and conditions of that certain Agreement and Plan of Merger (the “Sierra Merger Agreement”), dated as of September 21, 2021, by and among the 12-month period that commenced uponCompany, Mercury Acquisition Sub, Inc., a Maryland corporation and a direct wholly owned subsidiary of the filingCompany (“Sierra Acquisition Sub”), Sierra, a Maryland corporation, and Barings. To effect the acquisition, Sierra Acquisition Sub merged with and into Sierra, with Sierra surviving the merger as the Company’s wholly owned subsidiary (the “First Sierra Merger”). Immediately thereafter, Sierra merged with and into the Company, with the Company as the surviving company (the “Second Sierra Merger” and, together with the First Sierra Merger, the “Sierra Merger”). The Sierra Merger has been treated as a “reorganization” within the meaning of our quarterly report on Form 10-QSection 368(a)(1)(A) of the Code.
Pursuant to the Sierra Merger Agreement, Sierra stockholders received the right to the following merger consideration in exchange for each share of Sierra common stock issued and outstanding immediately prior to the quarter ended March 31, 2021, which occurred on May 6, 2021,effective time of the First Sierra Merger (excluding any shares cancelled pursuant to the Sierra Merger Agreement): (i) approximately $0.9783641 per share in cash, without interest, from Barings and were made in accordance with applicable legal, contractual(ii) 0.44973 of a validly issued, fully paid and regulatory requirements.non-assessable share of the Company’s common stock. The MVC-related repurchase program terminated on May 6, 2022. Prior to its termination, we repurchased a total of 207,677Company issued approximately 45,986,926 shares of its common stock to Sierra’s former stockholders in connection with the Sierra Merger, thereby resulting in the open market underCompany’s then-existing stockholders owning approximately 58.7% of the MVC repurchase program at an average pricecombined company and Sierra’s former stockholders owning approximately 41.3% of $10.14 per share, including broker commissions.the combined company.
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Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
In connection with the completion of the Sierra Merger, we committedthe Board affirmed the Company’s commitment to make open-market purchases of shares of ourits common stock in an aggregate amount of up to $30.0 million at then-current market prices at any time shares trade below 90% of ourthe Company’s then most recently disclosed NAV per share. Any repurchases pursuant to the authorized program occurredwill occur during the 12-month period commencing on April 1, 2022 and wereare expected to be made in accordance with a Rule 10b5-1 purchase plan that qualifies for the safe harbors provided by Rules 10b5-1 and 10b-18 under the Exchange Act, as well as subject to compliance with ourthe Company’s covenant and regulatory requirements. During the year ended December 31, 2022, wethe Company repurchased the maximum amount of $30.0 million of common stock authorized under the Sierra share repurchase program.
In total underconnection with the Sierra share repurchase program, we repurchasedMerger, on February 25, 2022, the Company entered into the Second Amended Barings BDC Advisory Agreement with the Adviser. Promptly following the closing of the Sierra Merger, the Company also entered into the Sierra Credit Support Agreement with Barings. See “Note 2 - Agreements and Related Party Transactions” for more information regarding the Second Amended Barings BDC Advisory Agreement and the Sierra Credit Support Agreement.
The Sierra Merger was accounted for in accordance with the asset acquisition method of accounting as detailed in ASC 805-50, Business Combinations-Related Issues. Under asset acquisition accounting, acquiring assets in groups not only requires ascertaining the cost of the asset (or net assets), but also allocating that cost to the individual assets (or individual assets and liabilities) that make up the group. Per ASC 805-50-30-1, the acquired assets (as a totalgroup) are recognized based on their cost to the acquiring entity, which generally includes transaction costs of 3,179,168 sharesthe asset acquisition, and no gain or loss is recognized unless the fair value of common stocknoncash assets given as consideration differs from the assets carrying amounts on the acquiring entity’s records. ASC 805-50-30-2 goes on to say asset acquisitions in which the consideration given is cash are measured by the amount of cash paid. However, if the consideration given is not in the open market underform of cash (that is, in the authorized program at an averageform of noncash assets, liabilities incurred, or equity interests issued), measurement is based on the cost to the acquiring entity or the fair value of the assets (or net assets) acquired, whichever is more clearly evident and, thus, more reliably measured.
The fair value of the merger consideration paid by the Company was allocated to the assets acquired and liabilities assumed based on their relative fair values as of the date of acquisition and did not give rise to goodwill. Since the fair value of the net assets acquired exceeded the fair value of the merger consideration paid by the Company, the Company recognized a deemed contribution from the Adviser.
The following table summarizes the allocation of the purchase price to the assets acquired and liabilities assumed as a result of $9.44 per share, including broker commissions.the Sierra Merger:
On February 23, 2023, our Board authorized a new 12-month share repurchase program. Under the program, we may repurchase, during the 12-month period commencing on March 1, 2023, up to $30.0
($ in thousands)
Common stock issued by the Company$499,418 
Cash consideration paid by the Company(1)10,670 
Deemed contribution from Barings LLC27,729 
Total purchase price$537,817 
Assets acquired:
Investments(2)$442,198 
Cash102,006 
Other assets(3)3,519 
Total assets acquired$547,723 
Liabilities assumed(4)(9,906)
Net assets acquired$537,817 
(1)The Company incurred $10.6 million in professional fees and other costs related to the aggregate of our outstanding common stockSierra Merger, including $4.0 million in investment banking fees.
(2)Investments acquired were recorded at fair value, which is also the Company's initial cost basis
(3)Other assets acquired in the open market at prices below the then-current NAV per share. The timing, manner, price and amount of any share repurchases will be determined by us, at our discretion, based upon the evaluation of economic and market conditions, our stock price, applicable legal, contractual and regulatory requirements and other factors. The program is expected to be in effect until March 1, 2024, unless extended or until the aggregate repurchase amount that has been approved by our Board has been expended. The program does not require us to repurchase any specific number of shares, and we cannot assure stockholders that any shares will be repurchased under the program. The program may be suspended, extended, modified or discontinued at any time. During the six months ended June 30, 2023, we repurchased a total of 1,400,000 shares of common stock in the open market under the authorized program at an average price of $7.75 per share, including brokerage commissions.
Distributions to Stockholders
We intend to pay quarterly distributions to our stockholders out of assets legally available for distribution. We have adopted a dividend reinvestment plan (“DRIP”) that provides for reinvestment of dividends on behalf of our stockholders, unless a stockholder elects to receive cash. As a result, when we declare a dividend, stockholders who have not opted outSierra Merger consisted of the DRIP will have their dividends automatically reinvested in shares of our common stock, rather than receiving cash dividends.following:
We have elected to be treated as a RIC under the Code, and intend to make the required distributions to our stockholders as specified therein. In order to maintain our tax treatment as a RIC and to obtain RIC tax benefits, we must meet certain minimum distribution, source-of-income and asset diversification requirements. If such requirements are met, then we are generally required to pay income taxes only on the portion of our taxable income and gains we do not distribute (actually or constructively) and certain built-in gains. We have historically met our minimum distribution requirements and continually monitor our distribution requirements with the goal of ensuring compliance with the Code. We can offer no assurance that we
($ in thousands)
Interest and fees receivable$2,874 
Escrow receivable645 
Total$3,519 
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Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)

(4)
will achieve results that will permitLiabilities assumed in the payment of any level of cash distributions and our ability to make distributions will be limited by the asset coverage requirement and related provisions under the 1940 Act and contained in any applicable indenture or financing agreement and related supplements. In addition, in order to satisfy the annual distribution requirement applicable to RICs, we may declare a significant portion of our dividends in shares of our common stock instead of in cash. As long as a portion of such dividend is paid in cash (which portion may be as low as 20% of such dividend under published guidance from the Internal Revenue Service) and certain requirements are met, the entire distribution will be treated as a dividend for U.S. federal income tax purposes. As a result, a stockholder generally would be subject to tax on 100%Sierra Merger consisted of the fair market value of the dividend on the date the dividend is received by the stockholder in the same manner as a cash dividend, even though most of the dividend was paid in shares of our common stock.following:
The minimum distribution requirements applicable to RICs require us to distribute to our stockholders each year at least 90% of our investment company taxable income, or ICTI, as defined by the Code. Depending on the level of ICTI and net capital gain, if any, earned in a tax year, we may choose to carry forward ICTI in excess of current year distributions into the next tax year and pay a 4% U.S. federal excise tax on such excess. Any such carryover ICTI must be distributed before the end of the next tax year through a dividend declared prior to filing the final tax return related to the year which generated such ICTI.
($ in thousands)
Accrued merger expenses$3,327 
Current and deferred tax liability3,814 
Other liabilities2,765 
Total$9,906 
ICTI generally differs from net investment income for financial reporting purposes due to temporary and permanent differences in the recognition of income and expenses. We may be required to recognize ICTI in certain circumstances in which we do not receive cash. For example, if we hold debt obligations that are treated under applicable tax rules as having original issue discount (such as debt instruments issued with warrants), we must include in ICTI each year a portion of the original issue discount that accrues over the life of the obligation, regardless of whether cash representing such income is received by us in the same taxable year. We may also have to include in ICTI other amounts that we have not yet received in cash, such as (i) PIK interest income and (ii) interest income from investments that have been classified as non-accrual for financial reporting purposes. Interest income on non-accrual investments is not recognized for financial reporting purposes, but generally is recognized in ICTI. Because any original issue discount or other amounts accrued will be included in our ICTI for the year of accrual, we may be required to make a distribution to our stockholders in order to satisfy the minimum distribution requirements, even though we will not have received and may not ever receive any corresponding cash amount. ICTI also excludes net unrealized appreciation or depreciation, as investment gains or losses are not included in taxable income until they are realized.
Recent Developments
Subsequent to June 30, 2023, we made approximately $35.7 million of new commitments, of which $23.6 million closed and funded. The $23.6 million of investments consists of $23.2 million of first lien senior secured debt investments and $0.4 million of equity investments. The weighted average yield of the debt investments was 11.6%. In addition, we funded $8.4 million of previously committed delayed draw term loans.10. SUBSEQUENT EVENTS
On AugustNovember 9, 2023, the Board declared a quarterly distribution of $0.26 per share payable on SeptemberDecember 13, 2023 to holders of record as of SeptemberDecember 6, 2023.
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Critical Accounting Policies



Item 2.Management’s Discussion and UseAnalysis of EstimatesFinancial Condition and Results of Operations.
The preparationfollowing discussion is designed to provide a better understanding of our unauditedUnaudited Consolidated Financial Statements for the three and nine months ended September 30, 2023, including a brief discussion of our business, key factors that impacted our performance and a summary of our operating results. The following discussion should be read in conjunction with the Unaudited Consolidated Financial Statements and the notes thereto included in Item 1 of this Quarterly Report on Form 10-Q, and the Consolidated Financial Statements and notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the year ended December 31, 2022. Historical results and percentage relationships among any amounts in the financial statements are not necessarily indicative of trends in accordance with U.S. GAAP requires managementoperating results for any future periods.
Forward-Looking Statements
Some of the statements in this Quarterly Report constitute forward-looking statements because they relate to future events or our future performance or financial condition. Forward-looking statements may include, among other things, statements as to our future operating results, our business prospects and the prospects of our portfolio companies, the impact of the investments that we expect to make, certain estimatesthe ability of our portfolio companies to achieve their objectives, our expected financings and investments, the adequacy of our cash resources and working capital, and the timing of cash flows, if any, from the operations of our portfolio companies. Words such as “expect,” “anticipate,” “target,” “goals,” “project,” “intend,” “plan,” “believe,” “seek,” “estimate,” “continue,” “forecast,” “may,” “should,” “potential,” variations of such words, and similar expressions indicate a forward-looking statement, although not all forward-looking statements include these words. Readers are cautioned that the forward-looking statements contained in this Quarterly Report are only predictions, are not guarantees of future performance, and are subject to risks, events, uncertainties and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses for the periods covered by such financial statements. We have identified investment valuation and revenue recognition as our most critical accounting estimates. On an ongoing basis, we evaluate our estimates, including those relatedare difficult to the matters described below. These estimates are based on the information that is currently available to us and on various other assumptions that we believe to be reasonable under the circumstances. Actualpredict. Our actual results could differ materially from those estimates under different assumptionsimplied or conditions. A discussionexpressed in the forward-looking statements for any reason, including the items discussed herein, in Item 1A titled “Risk Factors” in Part I of our critical accounting policies follows.
Valuation of Investments
The Adviser conductsAnnual Report on Form 10-K for the valuationyear ended December 31, 2022 and in Item 1A titled “Risk Factors” in Part II of our investments, uponsubsequently filed Quarterly Reports on Form 10-Q or in other reports that we may file with the Securities and Exchange Commission (the “SEC”) from time to time. Other factors that could cause our actual results and financial condition to differ materially include, but are not limited to, changes in political, economic or industry conditions, including the risks of a slowing economy, rising inflation and risk of recession, and volatility in the financial services sector, including bank failures; the interest rate environment or conditions affecting the financial and capital markets; the impact of global health crises, on our or our portfolio companies’ business and the U.S. and global economies; our, or our portfolio companies’, future business, operations, operating results or prospects; risks associated with possible disruption due to terrorism in our operations or the economy generally; and future changes in laws or regulations and conditions in our or our portfolio companies’ operating areas. These statements are based on our current expectations, estimates, forecasts, information and projections about the industry in which we operate and the beliefs and assumptions of our net asset value is primarily based,management as of the date of filing of this Quarterly Report. We assume no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless we are required to do so by law. Although we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that we may make directly to you or through reports that we in the future may file with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.
Overview of Our Business
We are a Maryland corporation incorporated on October 10, 2006. In August 2018, in connection with the closing of an externalization transaction through which Barings LLC (“Barings” or the “Adviser”) agreed to become our external investment adviser, we entered into an investment advisory agreement (the “Original Advisory Agreement”) and an administration agreement (the “Administration Agreement”) with Barings. In connection with the completion of our acquisition of MVC Capital, Inc., a Delaware corporation, on December 23, 2020 (the “MVC Acquisition”), we entered into an amended and restated investment advisory agreement (the “Amended and Restated Advisory Agreement”) with Barings on December 23, 2020, following approval of the Amended and Restated Advisory Agreement by our stockholders at our December 23, 2020 special meeting of stockholders. The terms of the Amended and Restated Advisory Agreement became effective on January 1, 2021. In connection with the completion of the Sierra Merger (as defined below), on February 25, 2022, we entered into a second amended and restated investment advisory agreement (the “Second Amended Barings BDC Advisory Agreement”) with the Adviser. On June 24, 2023, we entered into the third amended and restated advisory agreement with the Adviser in order to update the term of the agreement to expire on June 24th of each year subject to annual re-approval in accordance with its valuation policy, as well as establishedterms (the “New Barings BDC Advisory Agreement”). All other terms and documented processes and methodologies for determiningprovisions of the fair values of portfolio company investments on a recurring (at least quarterly) basis in accordance with the 1940 Act and FASB ASC Topic 820, Fair Value Measurements and Disclosures (“ASC Topic 820”). Our current valuation policy and processes were established bySecond Amended Barings BDC Advisory Agreement between us the Adviser, and were approved byincluding with respect to the Board.calculation of the fees payable to the Adviser, remained unchanged under the New Barings BDC Advisory Agreement. Under the terms of the New Barings BDC Advisory
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As of June 30, 2023,Agreement and the Administration Agreement, Barings serves as our investment adviser and administrator and manages our investment portfolio valued at fair value in accordanceand performs (or oversees, or arranges for, the performance of) the administrative services necessary for our operation.
An externally-managed business development company (“BDC”) generally does not have any employees, and its investment and management functions are provided by an outside investment adviser and administrator under an advisory agreement and administration agreement. Instead of directly compensating employees, we pay Barings for investment management and administrative services pursuant to the terms of an investment advisory agreement and an administration agreement. Under the terms of the New Barings BDC Advisory Agreement, the fees paid to Barings for managing our affairs are determined based upon an objective and fixed formula, as compared with the Board-approved valuation policies, represented approximately 208%subjective and variable nature of our total net assets, as compared to approximately 205% of our total net assets as of December 31, 2022.
Under ASC Topic 820, fair value is the price that would be received to sell an asset or paid to transfer a liabilitycosts associated with employing management and employees in an orderly transaction between a willing buyerinternally-managed BDC structure, which include bonuses that cannot be directly tied to Company performance because of restrictions on incentive compensation under the Investment Company Act of 1940, as amended (the “1940 Act”).
Beginning in August 2018, Barings shifted our investment focus to invest in syndicated senior secured loans, bonds and a willing seller at the measurement date. Forother fixed income securities. Since that time, Barings has transitioned our portfolio securities, fair value isto primarily senior secured private debt investments in well-established middle-market businesses that operate across a wide range of industries. Barings’ existing SEC co-investment exemptive relief under the 1940 Act (the “Exemptive Relief”) permits us and Barings’ affiliated private and SEC-registered funds to co-invest in Barings-originated loans, which allows Barings to efficiently implement its senior secured private debt investment strategy for us.
Barings employs fundamental credit analysis, and targets investments in businesses with relatively low levels of cyclicality and operating risk. The holding size of each position will generally be dependent upon a number of factors including total facility size, pricing and structure, and the amount that we might reasonably expect to receive upon the current salenumber of the security. The fair value measurement assumes that the sale occursother lenders in the principalfacility. Barings has experience managing levered vehicles, both public and private, and will seek to enhance our returns through the use of leverage with a prudent approach that prioritizes capital preservation. Barings believes this strategy and approach offers attractive risk/return with lower volatility given the potential for fewer defaults and greater resilience through market for the security, or in the absence of a principal market, in the most advantageous market for the security. If no market for the security exists or if we do not have access to the principal market, the security should be valued based on the sale occurring in a hypothetical market.
Under ASC Topic 820, there are three levels of valuation inputs, as follows:
Level 1 Inputs – include quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2 Inputs – include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
Level 3 Inputs – include inputs that are unobservable andcycles. A significant to the fair value measurement.
A financial instrument is categorized within the ASC Topic 820 valuation hierarchy based upon the lowest level of input to the valuation process that is significant to the fair value measurement. For example, a Level 3 fair value measurement may include inputs that are observable (Levels 1 and 2) and unobservable (Level 3). Therefore, unrealized appreciation and depreciation related to such investments categorized as Level 3 investments within the tables in the notes to our consolidated financial statements may include changes in fair value that are attributable to both observable inputs (Levels 1 and 2) and unobservable inputs (Level 3).
Our investment portfolio includes certain debt and equity instruments of privately held companies for which quoted prices or other observable inputs falling within the categories of Level 1 and Level 2 are generally not available. In such cases, the Adviser determines the fair valueportion of our investments in good faith primarily using Level 3 inputs. In certain cases, quoted pricesare expected to be rated below investment grade by rating agencies or, other observable inputs exist,if unrated would be rated below investment grade if they were rated. Below investment grade securities, which are often referred to as “junk,” have predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and if so, the Adviser assesses the appropriateness of the use of these third-party quotes in determining fair value based on (i) its understanding of the level of actual transactions used by the broker to develop the quote and whether the quote was an indicative price or binding offer and (ii) the depth and consistency of broker quotes and the correlation of changes in broker quotes with underlying performance of the portfolio company.repay principal.
There is no single standard for determining fair value in good faith, as fair value depends upon the specific circumstances of each individual investment. The recorded fair values of our Level 3 investments may differ significantly from fair values that would have been used had an active market for the securities existed. In addition, changesWe generate revenues in the market environmentform of interest income, primarily from our investments in debt securities, loan origination and other events that may occurfees and dividend income. Fees generated in connection with our debt investments are recognized over the life of the loan using the effective interest method or, in some cases, recognized as earned. Our senior secured, middle-market, private debt investments generally have terms of between five and seven years. Our senior secured, middle-market, first lien private debt investments generally bear interest between the Secured Overnight Financing Rate (“SOFR”) (or the applicable currency rate for investments in foreign currencies) plus 475 basis points and SOFR plus 675 basis points per annum. Our subordinated middle-market, private debt investments generally bear interest between SOFR (or the applicable currency rate for investments in foreign currencies) plus 700 basis points and SOFR plus 900 basis points per annum if floating rate, and between 8% and 15% if fixed rate. From time to time, certain of our investments may causehave a form of interest, referred to as payment-in-kind (“PIK”) interest, which is not paid currently but is instead accrued and added to the gainsloan balance and paid at the end of the term.
As of September 30, 2023 and December 31, 2022, the weighted average yield on the principal amount of our outstanding debt investments other than non-accrual debt investments was approximately 10.6% and 9.7%, respectively. The weighted average yield on the principal amount of all of our outstanding debt investments (including non-accrual debt investments) was approximately 10.1% and 9.1% as of September 30, 2023 and December 31, 2022, respectively.
Sierra Income Corporation Acquisition
On February 25, 2022, we completed our acquisition of Sierra Income Corporation, a Maryland corporation (“Sierra”), pursuant to the terms and conditions of that certain Agreement and Plan of Merger (the “Sierra Merger Agreement”), dated as of September 21, 2021, with Sierra, Mercury Acquisition Sub, Inc., a Maryland corporation and our direct wholly owned subsidiary (“Sierra Acquisition Sub”), and Barings. To effect the acquisition, Sierra Acquisition Sub merged with and into Sierra, with Sierra surviving the merger as our wholly owned subsidiary (the “First Sierra Merger”). Immediately thereafter, Sierra merged with and into us, with Barings BDC, Inc. as the surviving company (the “Second Sierra Merger” and, together with the First Sierra Merger, the “Sierra Merger”).
Pursuant to the Sierra Merger Agreement, each share of Sierra common stock, par value $0.001 per share (the “Sierra Common Stock”), issued and outstanding immediately prior to the effective time of the First Sierra Merger (other than shares of Sierra Common Stock issued and outstanding immediately prior to the effective time of the First Sierra Merger that were held
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by a subsidiary of Sierra or held, directly or indirectly, by us or Sierra Acquisition Sub) was converted into the right to receive (i) an amount in cash from Barings, without interest, equal to $0.9783641, and (ii) 0.44973 shares of our common stock, plus any cash in lieu of fractional shares. As a result of the Sierra Merger, former Sierra stockholders received approximately 46.0 million shares of our common stock for their shares of Sierra Common Stock.
In connection with the Sierra Merger, on February 25, 2022, following the closing of the Sierra Merger, we entered into (1) the Second Amended Barings BDC Advisory Agreement, and (2) a credit support agreement (the “Sierra Credit Support Agreement”) with Barings, pursuant to which Barings has agreed to provide credit support to us in the amount of up to $100.0 million relating to the net cumulative realized and unrealized losses ultimately realizedon the acquired Sierra investment portfolio over a 10-year period. See “Note 2. Agreements and Related Party Transactions” and “Note. 6 Derivative Instruments” in the Notes to our Unaudited Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for more information.
In addition, in connection with the Sierra Merger, we committed to make open-market purchases of our common stock, pursuant to Rule 10b-18 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and subject to our compliance with our covenant and regulatory requirements, shares of our common stock in an aggregate amount of up to $30.0 million at then-current market prices at any time the shares of our common stock trade below 90% of our then most recently disclosed NAV per share during the 12-month period commencing on April 1, 2022.
Relationship with Our Adviser, Barings
Our investment adviser, Barings, a wholly-owned subsidiary of Massachusetts Mutual Life Insurance Company, is a leading global asset management firm and is registered with the SEC as an investment adviser under the Investment Advisers Act of 1940, as amended. Barings’ primary investment capabilities include fixed income, private credit, real estate, equity, and alternative investments. Subject to the overall supervision of our Board of Directors (the “Board”), Barings’ Global Private Finance Group (“Barings GPFG”) manages our day-to-day operations, and provides investment advisory and management services to us. Barings GPFG is part of Barings’ $270.0 billion Global Fixed Income Platform (as of September 30, 2023) that invests in liquid, private and structured credit. Barings GPFG also advises private funds and separately managed accounts, along with multiple public vehicles.
Among other things, Barings (i) determines the composition of our portfolio, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identifies, evaluates and negotiates the structure of the investments made by us; (iii) executes, closes, services and monitors the investments that we make; (iv) determines the securities and other assets that we will purchase, retain or sell; (v) performs due diligence on prospective portfolio companies and (vi) provides us with such other investment advisory, research and related services as we may, from time to time, reasonably require for the investment of our funds.
Under the terms of the Administration Agreement, Barings (in its capacity as our Administrator) performs (or oversees, or arranges for, the performance of) the administrative services necessary for our operation, including, but not limited to, office facilities, equipment, clerical, bookkeeping and record keeping services at such office facilities and such other services as Barings, subject to review by the Board, will from time to time determine to be necessary or useful to perform its obligations under the Administration Agreement. Barings also, on our behalf and subject to the Board’s oversight, arranges for the services of, and oversees, custodians, depositories, transfer agents, dividend disbursing agents, other stockholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable. Barings is responsible for the financial and other records that we are required to maintain and will prepare all reports and other materials required to be filed with the SEC or any other regulatory authority.
Included in Barings GPFG is Barings North American Private Finance Team (the “U.S. Investment Team”), which consists of 52 investment professionals (as of September 30, 2023) located in three offices in the United States. The U.S. Investment Team provides a full set of solutions to the North American middle market, including revolvers, first and second lien senior secured loans, unitranche structures, mezzanine debt and equity co-investments. The U.S. Investment Team averages over 20 years of industry experience at the Managing Director and Director level. In addition, Barings believes that it has best-in-class support personnel, including expertise in risk management, legal, accounting, tax, information technology and compliance, among others. We expect to benefit from the support provided by these personnel in our operations.
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Stockholder Approval of Reduced Asset Coverage Ratio
On July 24, 2018, our stockholders voted at a special meeting of stockholders (the “2018 Special Meeting”) to approve a proposal to authorize us to be subject to a reduced asset coverage ratio of at least 150% under the 1940 Act. As a result of the stockholder approval at the 2018 Special Meeting, effective July 25, 2018, our applicable asset coverage ratio under the 1940 Act has been decreased to 150% from 200%. As a result, we are permitted under the 1940 Act to incur indebtedness at a level which is more consistent with a portfolio of senior secured debt. As of September 30, 2023, our asset coverage ratio was 178.2%.
Portfolio Composition
The total value of our investment portfolio was $2,521.6 million as of September 30, 2023, as compared to $2,448.9 million as of December 31, 2022. As of September 30, 2023, we had investments in 335 portfolio companies with an aggregate cost of $2,576.2 million. As of December 31, 2022, we had investments in 322 portfolio companies with an aggregate cost of $2,562.4 million. As of both September 30, 2023 and December 31, 2022, none of our portfolio investments represented greater than 10% of the total fair value of our investment portfolio.
As of September 30, 2023 and December 31, 2022, our investment portfolio consisted of the following investments:
($ in thousands)CostPercentage of
Total
Portfolio
Fair ValuePercentage of
Total
Portfolio
September 30, 2023:
Senior debt and 1st lien notes
$1,751,992 68 %$1,700,689 67 %
Subordinated debt and 2nd lien notes277,176 11 257,633 10 
Structured products105,045 89,731 
Equity shares293,210 11 355,690 14 
Equity warrants178 — 1,246 — 
Investment in joint ventures / PE fund148,596 116,646 
$2,576,197 100 %$2,521,635 100 %
December 31, 2022:
Senior debt and 1st lien notes
$1,752,943 69 %$1,696,192 69 %
Subordinated debt and 2nd lien notes326,639 13 263,139 11 
Structured products88,805 73,550 
Equity shares230,188 284,570 12 
Equity warrants178 — 1,057 — 
Investment in joint ventures / PE fund163,645 130,427 
$2,562,398 100 %$2,448,935 100 %
Investment Activity
During the nine months ended September 30, 2023, we made 25 new investments totaling $156.8 million, made investments in existing portfolio companies totaling $134.2 million and made a $55.0 million equity co-investment alongside certain affiliates in a portfolio company that specializes in providing financing to plaintiff law firms engaged in mass tort and other civil litigation. We had 10 loans repaid totaling $76.3 million and received $69.0 million of portfolio company principal payments, recognizing a loss on these repayments of $0.7 million. We received $17.5 million of return of capital from our joint ventures and equity investments. In addition, we received $34.0 million for the sale of loans, recognizing a net realized loss on these transactions of $49.0 million, and sold $91.5 million of middle-market portfolio debt investments to our joint ventures realizing a loss on these transactions of $0.3 million. In addition, investments in three portfolio companies were restructured, which resulted in a loss of $5.0 million. Lastly, we received proceeds related to the sale of equity investments totaling $4.8 million and recognized a net realized loss on such sales totaling $7.2 million.
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During the nine months ended September 30, 2022, we made 69 new investments totaling $681.2 million, purchased $442.2 million of investments as part of the Sierra Merger, made investments in existing portfolio companies totaling $221.7 million and made additional investments in joint venture equity portfolio companies totaling $13.8 million. We had 29 loans repaid totaling $238.3 million, received $46.6 million of portfolio company principal payments and received $56.5 million of return of capital from our joint ventures. In addition, we sold $185.9 million of loans, recognizing a net realized loss on these transactions of $9.7 million, and sold $177.4 million of middle-market portfolio company debt investments to one of our joint ventures and realized a loss on these transactions of $5.6 million. We received proceeds related to the sale of equity investments totaling $1.9 million, a distribution from one of our portfolio companies totaling $6.2 million and recognized a net realized gain on such sales and distributions totaling $5.6 million. Lastly, we exchanged a debt investment totaling $13.8 million in one portfolio company for equity totaling $13.9 million and realized a loss on such exchange of $0.8 million.
Total portfolio investment activity for the nine months ended September 30, 2023 and 2022 was as follows:
Nine Months Ended
September 30, 2023:
($ in thousands)
Senior Debt
and 1st Lien
Notes
Subordinated Debt and 2nd Lien NotesStructured ProductsEquity
Shares
Equity WarrantsInvestments in Joint Ventures / PE FundTotal
Fair value, beginning of period$1,696,192 $263,139 $73,550 $284,570 $1,057 $130,427 $2,448,935 
New investments237,812 32,722 22,669 69,685 — 2,480 365,368 
Proceeds from sales of investments/return of capital(139,593)(2,800)(4,404)(4,844)— (17,530)(169,171)
Loan origination fees received(5,801)(51)— — — — (5,852)
Principal repayments received(94,861)(43,999)(2,042)— — — (140,902)
Payment-in-kind interest/dividend6,326 7,674 — 5,331 — — 19,331 
Accretion of loan premium/discount612 495 17 — — — 1,124 
Accretion of deferred loan origination revenue5,605 437 — — — — 6,042 
Realized gain (loss)(11,090)(43,902)(7,150)(62,142)
Unrealized appreciation (depreciation)5,48743,918(59)8,0981891,26958,902 
Fair value, end of period$1,700,689 $257,633 $89,731 $355,690 $1,246 $116,646 $2,521,635 

Nine Months Ended
September 30, 2022:
($ in thousands)
Senior Debt
and 1st Lien
Notes
Subordinated Debt and 2nd Lien NotesStructured ProductsEquity
Shares
Equity WarrantsInvestments in Joint Ventures / PE FundTotal
Fair value, beginning of period$1,221,598 $240,037 $40,271 $154,477 $1,107 $143,104 $1,800,594 
New investments746,494 89,750 7,061 73,532 13,797 930,638 
Investments acquired in Sierra merger235,770 66,662 46,666 7,065 72 85,963 442,198 
Proceeds from sales of investments/return of capital(346,876)(21,555)(6,421)(1,632)(250)(62,730)(439,464)
Loan origination fees received(14,660)(1,303)— — — — (15,963)
Principal repayments received(227,458)(56,443)(3,272)— — — (287,173)
Payment-in-kind interest/dividend3,695 9,320 — 206 — — 13,221 
Accretion of loan premium/discount1,403 137 16 — — — 1,556 
Accretion of deferred loan origination revenue6,818 1,761 — — — — 8,579 
Realized gain (loss)(13,544)(2,567)177(760)6,181(10,513)
Unrealized appreciation (depreciation)(55,844)(45,961)(16,510)45,739(129)(38,476)(111,181)
Fair value, end of period$1,557,396 $279,838 $67,811 $279,564 $44 $147,839 $2,332,492 
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Non-Accrual Assets
Generally, when interest and/or principal payments on a loan become past due, or if we otherwise do not expect the borrower to be differentable to service its debt and other obligations, we will place the loan on non-accrual status and will generally cease recognizing interest income on that loan for financial reporting purposes until all principal and interest have been brought current through payment or due to a restructuring such that the interest income is deemed to be collectible. As of September 30, 2023, we had seven portfolio companies with investments on non-accrual, the aggregate fair value of which was $40.1 million, which comprised 1.6% of the total fair value of our portfolio, and the aggregate cost of which was $64.6 million, which comprised 2.5% of the total cost of our portfolio. As of December 31, 2022, we had seven portfolio companies with investments on non-accrual, the fair value of which was $24.3 million, which comprised 1.0% of the total fair value of our portfolio, and the cost of which was $98.8 million, which comprised 3.9% of the total cost of our portfolio.
A summary of our non-accrual assets as of September 30, 2023 is provided below:
1888 Industrial Services, LLC
In connection with the Sierra Merger, we purchased our debt and equity investments in 1888 Industrial Services, LLC, or 1888. The 1888 debt investments are on non-accrual status and as a result, under U.S. generally accepted accounting principles (“U.S. GAAP”), we will not recognize interest income on our debt investments in 1888 for financial reporting purposes. As of September 30, 2023, the cost of our debt investments in 1888 was $1.9 million and the fair value of such investments was $1.1 million.
Anju Software, Inc.
During the quarter ended September 30, 2023, we placed our debt investment in Anju Software, Inc., or Anju Software, on non-accrual status. As a result, under U.S. GAAP, we will not recognize interest income on our debt investment in Anju Software for financial reporting purposes. As of September 30, 2023, the cost of our debt investment in Anju Software was $13.2 million and the fair value of such investment was $9.9 million.
Black Angus Steakhouse, LLC
In connection with the Sierra Merger, we purchased our debt and equity investments in Black Angus Steakhouse, LLC, or Black Angus. The Black Angus PIK term loan is on non-accrual status and as a result, under U.S. GAAP, we will not recognize interest income on our PIK term loan in Black Angus for financial reporting purposes. As of September 30, 2023, the cost of the PIK term loan in Black Angus was $9.6 million and the fair value of such investment was $6.1 million.
Core Scientific, Inc.
During the quarter ended December 31, 2022, we placed our debt investment in Core Scientific, Inc., or Core Scientific, on non-accrual status effective with the monthly payment due October 31, 2022. As a result, under U.S. GAAP, we will not recognize interest income on our debt investment in Core Scientific for financial reporting purposes. As of September 30, 2023, the cost of our debt investment in Core Scientific was $29.6 million and the fair value of such investment was $23.0 million.
Holland Acquisition Corp.
In connection with the Sierra Merger, we purchased our debt investment in Holland Acquisition Corp., or Holland. Holland is on non-accrual status and as a result, under U.S. GAAP, we will not recognize interest income on our debt investment in Holland for financial reporting purposes. As of September 30, 2023, both the cost and fair value of our debt investment in Holland was nil.
Legal Solutions Holdings
In connection with the MVC Acquisition, we purchased our debt investment in Legal Solutions Holdings, or Legal Solutions. During the quarter ended September 30, 2021, we placed our debt investment in Legal Solutions on non-accrual status. As a result, under U.S. GAAP, we will not recognize interest income on our debt investment in Legal Solutions for financial reporting purposes. As of September 30, 2023, the cost of our debt investment in Legal Solutions was $10.1 million and the fair value of such investment was nil.
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Wawona Delaware Holdings, LLC
In connection with the Sierra Merger, we purchased our debt investment in Wawona Delaware Holdings, LLC, or Wawona. During the quarter ended March 31, 2023, we placed our debt investment in Wawona on non-accrual status. As a result, under U.S. GAAP, we will not recognize interest income on our debt investment in Wawona for financial reporting purposes. As of September 30, 2023, the cost of our debt investment in Wawona was $41.0 thousand and the fair value of such investment was $9.5 thousand.
Results of Operations
Comparison of the three and nine months ended September 30, 2023 and September 30, 2022
Operating results for the threeand nine months ended September 30, 2023 and 2022 were as follows:
Three Months
Ended
Three Months
Ended
Nine Months EndedNine Months Ended
($ in thousands)September 30,
2023
September 30,
2022
September 30,
2023
September 30,
2022
Total investment income$70,846 $56,306 $213,352 $155,656 
Total operating expenses37,125 28,394 118,113 76,955 
Net investment income before taxes33,721 27,912 95,239 78,701 
Income taxes, including excise tax provision412 — 807 
Net investment income after taxes33,309 27,912 94,432 78,695 
Net realized gains (losses)(17,260)7,862 (75,543)(3,803)
Net unrealized appreciation (depreciation)2,010 (26,121)79,039 (67,310)
Net realized gains (losses) and unrealized appreciation (depreciation) on investments, credit support agreements, foreign currency transactions and forward currency contracts(15,250)(18,259)3,496 (71,113)
Benefit from (provision for) taxes262 240 161 (1,650)
Net increase in net assets resulting from operations$18,321 $9,893 $98,089 $5,932 
Net increases or decreases in net assets resulting from operations can vary substantially from period to period due to various factors, including recognition of realized gains and losses and unrealized appreciation and depreciation. As a result, comparisons of net changes in net assets resulting from operations may not be meaningful.
Investment Income
Three Months
Ended
Three Months
Ended
Nine Months EndedNine Months Ended
($ in thousands)September 30,
2023
September 30,
2022
September 30,
2023
September 30,
2022
Investment income:
Total interest income$55,405 $40,639 $162,719 $113,492 
Total dividend income8,515 7,905 26,639 22,844 
Total fee and other income2,650 4,321 10,250 10,589 
Total payment-in-kind interest income3,979 3,267 13,043 8,540 
Interest income from cash297 174 701 191 
Total investment income$70,846 $56,306 $213,352 $155,656 
The change in total investment income for the three and nine months ended September 30, 2023, as compared to the three and nine months ended September 30, 2022, was primarily due to an increase in the weighted average yield on the portfolio from higher base rates, an increase in the average size of our portfolio, increased dividends from portfolio companies and joint venture investments and increased PIK interest income. The weighted average yield on the principal amount of our outstanding debt investments, other than non-accrual debt investments, was 10.6% as of September 30, 2023, as compared to 8.6% as of September 30, 2022. The amount of our outstanding debt investments was $2,235.1 million as of September 30, 2023, as compared to $2,122.5 million as of September 30, 2022. The increase in the average size of our portfolio was largely due to net additions in middle-market and special situation investments. For the three and nine months ended September 30, 2023, dividends from portfolio companies and joint venture investments were $8.5 million and $26.6 million, respectively, as compared to $7.9 million and $22.8 million, respectively, for the three and nine months ended September 30, 2022. For the three and nine months ended September 30, 2023, PIK interest income was $4.0 million and $13.0 million, respectively, as compared to $3.3 million and $8.5 million, respectively, for the three and nine months ended September 30, 2022.
121



Operating Expenses
Three Months
Ended
Three Months
Ended
Nine Months EndedNine Months Ended
($ in thousands)September 30,
2023
September 30,
2022
September 30,
2023
September 30,
2022
Operating expenses:
Interest and other financing fees$21,829 $15,341 $61,956 $40,170 
Base management fees8,315 8,267 24,302 21,520 
Incentive management fees4,618 1,825 24,309 6,579 
General and administrative expenses2,363 2,961 7,546 8,686 
Total operating expenses$37,125 $28,394 $118,113 $76,955 
Interest and Other Financing Fees
Interest and other financing fees during the three and nine months ended September 30, 2023 and September 30, 2022 were attributable to borrowings under the February 2019 Credit Facility, the August 2025 Notes, the November Notes, the February Notes and the November 2026 Notes (each as defined below under “Liquidity and Capital Resources”). The increase in interest and other financing fees for the three and nine months ended September 30, 2023 as compared to the three and nine months ended September 30, 2022, was primarily attributable to increase in the weighted average interest rate on the February 2019 Credit Facility. The weighted average interest on the February 2019 Credit Facility was 7.1% as of September 30, 2023, as compared to 4.1% as of September 30, 2022.
Base Management Fees
Under the terms of the New Barings BDC Advisory Agreement, we pay Barings a base management fee (the “Base Management Fee”), quarterly in arrears on a calendar quarter basis. The Base Management Fee is calculated based on the average value of our gross assets, excluding cash and cash equivalents, at the end of the two most recently completed calendar quarters prior to the quarter for which such fees are being calculated. Base Management Fees for any partial month or quarter are appropriately pro-rated. See Note 2 to our Unaudited Consolidated Financial Statements for additional information regarding the terms of the New Barings BDC Advisory Agreement and the fee arrangements thereunder. For the three and nine months ended September 30, 2023, the amount of Base Management Fees incurred were approximately $8.3 million and $24.3 million, respectively. For the three and nine months ended September 30, 2022, the amount of Base Management Fees incurred were approximately $8.3 million and $21.5 million, respectively. The increase in the Base Management Fees for the nine months ended September 30, 2023 versus the nine months ended September 30, 2022 is primarily related to the average value of gross assets increasing from $2,295.4 million as of the end of the six most recently completed calendar quarters prior to September 30, 2022 to $2,592.2 million as of the end of the six most recently completed calendar quarters prior to September 30, 2023. For both the three and nine months ended September 30, 2023 and 2022, the Base Management Fee rate was 1.250%.
Incentive Fee
Under the New Barings BDC Advisory Agreement, we pay Barings an incentive fee (the “Incentive Fee”). A portion of the Incentive Fee is based on our income (the “Income-Based Fee”) and a portion is based on our capital gains (the “Capital Gains Fee”). The Income-Based Fee will be determined and paid quarterly in arrears based on the amount by which (x) the aggregate pre-incentive fee net investment income in respect of the current calendar quarter and the eleven preceding calendar quarters beginning with the calendar quarter that commences on or after January 1, 2021, as the case may be (or the appropriate portion thereof in the case of any of our first eleven calendar quarters that commences on or after January 1, 2021) exceeds (y) the hurdle amount as calculated for the same period. See Note 2 to our Unaudited Consolidated Financial Statements for additional information regarding the terms of the New Barings BDC Advisory Agreement and the fee arrangements thereunder. For the three and nine months ended September 30, 2023, the amount of Income-Based Fees incurred were $4.6 million and $24.3 million, respectively, as compared to $1.8 million and $6.6 million, respectively, for the three and nine months ended September 30, 2022. The Income-Based Fee is subject to a cap (the “Incentive Fee Cap”). The Incentive Fee Cap in any quarter is an amount equal to (a) 20% of the Cumulative Pre-Incentive Fee Net Return during the relevant Trailing Twelve Quarters less (b) the aggregate Income-Based Fees that were paid to the Adviser in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters. See Note 2 to our Consolidated Financial Statements for additional information regarding the terms of the Incentive Fee Cap. The increase in the Incentive Fees for the three and nine months ended September 30, 2023, as compared to the three and nine months ended September 30, 2022, relates predominately to an increase in pre-incentive fee net investment income. The amount of pre-incentive fee net investment income was $38.3 million as of September 30, 2023, as compared to $29.7 million as of September 30, 2022.
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General and Administrative Expenses
We entered into the Administration Agreement with Barings in August 2018. Under the terms of the Administration Agreement, Barings performs (or oversees, or arranges for, the performance of) the administrative services necessary for our operations. We reimburse Barings for the costs and expenses incurred by it in performing its obligations and providing personnel and facilities under the Administration Agreement in an amount to be negotiated and mutually agreed to by us and Barings quarterly in arrears; provided that the agreed-upon quarterly expense amount will not exceed the amount of expenses that would otherwise be reimbursable by us under the Administration Agreement for the applicable quarterly period, and Barings will not be entitled to the recoupment of any amounts in excess of the agreed-upon quarterly expense amount. See Note 2 to our Unaudited Consolidated Financial Statements for additional information regarding the Administration Agreement. For the three and nine months ended September 30, 2023, the amount of administration expenses incurred and invoiced by Barings for expenses was approximately $0.5 million and $1.6 million, respectively. For the three and nine months ended September 30, 2022, the amount of administration expenses incurred and invoiced by Barings for expenses was approximately $0.9 million and $2.7 million, respectively. In addition to expenses incurred under the Administration Agreement, general and administrative expenses include fees payable to the members of our Board for their service on the Board, D&O insurance costs, as well as legal and accounting expenses.
Net Realized Gains (Losses)
Net realized gains (losses) during the three and nine months ended September 30, 2023 and 2022 were as follows:
Three Months
Ended
Three Months
Ended
Nine Months EndedNine Months Ended
($ in thousands)September 30,
2023
September 30,
2022
September 30,
2023
September 30,
2022
Net realized gain (losses):
Non-Control / Non-Affiliate investments$(16,696)$(8,257)$(62,142)$(15,208)
Affiliate investments— — — 101 
Control investments— (773)— (1,587)
Net realized gains (losses) on investments(16,696)(9,030)(62,142)(16,694)
Distributions of realized gains by investment companies— 6,181 — 6,181 
Foreign currency transactions(330)245 3,743 (3,758)
Forward currency contracts(234)10,466 (17,144)10,468 
Net realized gains (losses)$(17,260)$7,862 $(75,543)$(3,803)
During the three months ended September 30, 2023, we recognized net realized losses totaling $17.3 million, which consisted primarily of a net loss on our investment portfolio of $16.7 million, a net loss on foreign currency transactions of $0.3 million and a net loss on forward currency contracts of $0.2 million. During the nine months ended September 30, 2023, we recognized net realized losses totaling $75.5 million, which consisted primarily of a net loss on our investment portfolio of $62.1 million and net loss on forward currency contracts of $17.1 million, partially offset by a net gain on foreign currency transactions of $3.7 million. The net loss on our investment portfolio primarily related to the $43.6 million realized loss on the exit of our debt investments in Custom Alloy Corporation, which was all reclassified from unrealized depreciation during the nine months ended September 30, 2023.
During the three months ended September 30, 2022, we recognized net realized gains totaling $7.9 million, which consisted primarily of a net gain on forward currency contracts of $10.5 million, a net gain on foreign currency transactions of $0.2 million and a $6.2 million dividend from a portfolio company that was recognized as a net realized gain, partially offset by a net loss on our investment portfolio of $9.0 million. During the nine months ended September 30, 2022, we recognized net realized losses totaling $3.8 million, which consisted primarily of a net loss on our loan portfolio of $15.9 million, a $0.8 million loss on the exchange of a debt investment in one portfolio company for equity and a net loss on foreign currency transactions of $3.8 million, partially offset by a $6.2 million distribution from a portfolio company that was recognized as a net realized gain and a net gain on forward currency contracts of $10.5 million.
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Net Unrealized Appreciation (Depreciation)
Net unrealized appreciation (depreciation) during the three and nine months ended September 30, 2023 and 2022 was as follows:
Three Months
Ended
Three Months
Ended
Nine Months EndedNine Months Ended
($ in thousands)September 30,
2023
September 30,
2022
September 30,
2023
September 30,
2022
Net unrealized appreciation (depreciation):
Non-Control / Non-Affiliate investments$9,336 $(29,481)$62,108 $(123,498)
Affiliate investments184 (320)13,745 (759)
Control investments(15,999)(16,991)(17,665)14,704 
Net unrealized appreciation (depreciation) on investments(6,479)(46,792)58,188 (109,553)
Credit support agreements(6,450)3,440 1,114 (10,320)
Foreign currency transactions7,560 13,777 (3,406)37,325 
Forward currency contracts7,379 3,454 23,143 15,238 
Net unrealized appreciation (depreciation)$2,010 $(26,121)$79,039 $(67,310)
During the three months ended September 30, 2023, we recorded net unrealized appreciation totaling $2.0 million, consisting of unrealized appreciation of $1.2 million on the MVC credit support agreement with Barings, net unrealized appreciation related to foreign currency transactions of $7.6 million, net unrealized appreciation related to forward currency contracts of $7.4 million and unrealized appreciation reclassification adjustments of $11.5 million related to the net realized losses on the sales / repayments of certain investments, net of unrealized depreciation on our current portfolio of $17.4 million, unrealized depreciation of $7.6 million on the Sierra credit support agreement with Barings and $0.7 million of deferred taxes. The net unrealized depreciation on our current portfolio of $17.4 million was driven primarily by the impact of foreign currency exchange rates on investments of $14.8 million and credit or fundamental performance of investments of $6.7 million, partially offset by broad market moves for investments of $4.1 million.
During the nine months ended September 30, 2023, we recorded net unrealized appreciation totaling $79.0 million, consisting of unrealized appreciation of $4.4 million on the MVC credit support agreement with Barings, net unrealized appreciation related to forward currency contracts of $23.1 million and net unrealized appreciation reclassification adjustments of $59.1 million related to the net realized losses on the sales / repayments of certain investments, net of unrealized depreciation on our current portfolio of $0.2 million, unrealized depreciation of $3.3 million on the Sierra credit support agreement with Barings, net unrealized depreciation related to foreign currency transactions of $3.4 million and $0.7 million of deferred taxes. The net unrealized depreciation on our current portfolio of $0.2 million was driven primarily by the impact of foreign currency exchange rates on investments of $4.0 million and credit or fundamental performance of investments of $3.3 million, partially offset by broad market moves for investments of $7.1 million.
During the three months ended September 30, 2022, we recorded net unrealized depreciation totaling $26.1 million, consisting of net unrealized depreciation on our current portfolio of $47.9 million, unrealized depreciation of $0.1 million on the MVC credit support agreement with Barings, unrealized depreciation reclassification adjustments of $0.5 million related to the net realized gains on the sales / repayments of certain investments, net of unrealized appreciation of $3.5 million on the Sierra credit support agreement with Barings, deferred tax asset of $1.6 million, net unrealized appreciation related to foreign currency transactions of $13.8 million and net unrealized appreciation related to forward currency contracts of $3.4 million. The net unrealized depreciation on our current portfolio of $47.9 million was driven primarily by credit or fundamental performance of investments of $1.8 million, the impact of foreign currency exchange rates on investments of $26.9 million and broad market moves for investments of $19.2 million.
During the nine months ended September 30, 2022, we recorded net unrealized depreciation totaling $67.3 million, consisting of net unrealized depreciation on our current portfolio of $110.5 million, net unrealized depreciation of $6.1 million on the MVC credit support agreement with Barings, net unrealized depreciation of $4.2 million on the Sierra credit support agreement with Barings, unrealized depreciation reclassification adjustments of $0.7 million related to the net realized gains on the sales / repayments of certain investments, net of deferred tax asset of $1.6 million, net unrealized appreciation related to foreign currency transactions of $37.3 million and net unrealized appreciation related to forward currency contracts of $15.2 million. The net unrealized depreciation on our current portfolio of $110.5 million was driven primarily by the impact of foreign currency exchange rates on investments of $56.2 million and broad market moves for investments of $74.7 million, partially offset by credit or fundamental performance of investments of $20.3 million.
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Liquidity and Capital Resources
We believe that our current cash and foreign currencies on hand, our available borrowing capacity under the February 2019 Credit Facility and our anticipated cash flows from operations will be adequate to meet our cash needs for our daily operations for at least the next twelve months. This “Liquidity and Capital Resources” section should be read in conjunction with the notes to our Unaudited Consolidated Financial Statements.
Cash Flows
For the nine months ended September 30, 2023, we experienced a net decrease in cash in the amount of $89.7 million. During that period, our operating activities used $62.1 million in cash, consisting primarily of purchases of portfolio investments of $400.5 million partially offset by proceeds from sales or repayments of portfolio investments totaling $273.6 million. In addition, our financing activities used net cash of $27.6 million, consisting of dividends paid in the amount of $81.3 million and share repurchases of $10.9 million, partially offset by net borrowings under the February 2019 Credit Facility of $67.0 million. As of September 30, 2023, we had $49.8 million of cash and foreign currencies on hand.
For the nine months ended September 30, 2022, we experienced a net increase in cash in the amount of $53.1 million. During that period, our operating activities provided $109.7 million in cash, consisting primarily of net cash acquired from the acquisition of Sierra of $101.9 million and proceeds from sales or repayments of portfolio investments totaling $900.3 million, partially offset by purchases of portfolio investments of $938.7 million. In addition, our financing activities used net cash of $56.6 million, consisting of dividends paid in the amount of $67.7 million and share repurchases of $23.6 million, partially offset by net borrowings under the February 2019 Credit Facility of $36.6 million. As of September 30, 2022, we had $137.3 million of cash and foreign currencies on hand.
Financing Transactions
February 2019 Credit Facility
On February 21, 2019, we entered into a senior secured credit facility with ING Capital LLC (“ING”), as administrative agent, and the lenders party thereto (as amended, restated and otherwise modified from time to time, the “February 2019 Credit Facility”). The initial commitments under the February 2019 Credit Facility totaled $800.0 million. Effective on November 4, 2021, we increased aggregate commitments under the February 2019 Credit Facility to $875.0 million from $800.0 million pursuant to the accordion feature under the February 2019 Credit Facility, which allows for an increase in the total commitments to an aggregate of $1.2 billion subject to certain conditions and the satisfaction of specified financial covenants (the “November 2021 Amendment”). Effective on February 25, 2022, we increased aggregate commitments under the February 2019 Credit Facility to $965.0 million from $875.0 million pursuant to the accordion feature under the February 2019 Credit Facility, and the allowance for an increase in the total commitments increased to $1.5 billion from $1.2 billion subject to certain conditions and the satisfaction of specified financial covenants (the “February 2022 Amendment”). Effective on April 1, 2022, we increased the aggregate commitments under the February 2019 Credit Facility to $1.1 billion from $965.0 million pursuant to the accordion feature under the February 2019 Credit Facility, which allows for an increase in the total commitments to an aggregate of $1.5 billion subject to certain conditions and the satisfaction of specified financial covenants (the “April 2022 Amendment”). We can borrow foreign currencies directly under the February 2019 Credit Facility. The February 2019 Credit Facility, which is structured as a revolving credit facility, is secured primarily by a material portion of our assets and guaranteed by certain of our subsidiaries. Following the termination on June 30, 2020 of Barings BDC Senior Funding I, LLC’s (“BSF”) credit facility entered into in August 2018 with Bank of America, N.A. (the “August 2018 Credit Facility”), BSF became a subsidiary guarantor and its assets secure the February 2019 Credit Facility. Effective May 9, 2023, the revolving period of the February 2019 Credit Facility was extended to February 21, 2025, followed by a one-year repayment period, and the maturity date was extended to February 21, 2026 (the “May 2023 Amendment”).
Borrowings denominated in U.S. Dollars under the February 2019 Credit Facility bear interest, subject to our election, on a per annum basis equal to (i) the alternate base rate plus 1.25% (or 1.00% for so long as we maintain an investment grade credit rating) or (ii) the term SOFR plus 2.25% (or 2.00% for so long as we maintain an investment grade credit rating) plus a credit spread adjustment of 0.10% for borrowings with an interest period of one month, 0.15% for borrowings with an interest period of three months or 0.25% for borrowings with an interest period of six months. Borrowings denominated in certain foreign currencies, other than Australian dollars, bear interest on a per annum basis equal to the applicable currency rate for the foreign currency as defined in the credit agreement plus 2.00% (or 2.25% if we no longer maintain an investment grade credit rating) or for borrowings denominated in Australian dollars, the applicable Australian dollars Screen Rate, plus 2.20% (or 2.45% if we no longer maintain an investment grade credit rating). The alternate base rate is equal to the greatest of (i) the prime rate, (ii) the federal funds rate plus 0.5%, (iii) the Overnight Bank Funding Rate plus 0.5%, (iv) one-month term SOFR plus 1.0% plus a credit spread adjustment of 0.10% and (v) 1.0%.
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In addition, we pay a commitment fee of (i) 0.5% per annum on undrawn amounts if the unused portion of the February 2019 Credit Facility is greater than two-thirds of total commitments or (ii) 0.375% per annum on undrawn amounts if the unused portion of the February 2019 Credit Facility is equal to or less than two-thirds of total commitments. In connection with entering into the February 2019 Credit Facility, we incurred financing fees of approximately $6.4 million, which will be amortized over the life of the February 2019 Credit Facility. In connection with the November 2021 Amendment, February 2022 Amendment, the April 2022 Amendment and the May 2023 Amendment, we incurred financing fees of approximately $4.1 million, which will be amortized over the remaining life of the February 2019 Credit Facility.
As of September 30, 2023, we were in compliance with all covenants under the February 2019 Credit Facility and had U.S. dollar borrowings of $564.5 million outstanding under the February 2019 Credit Facility with an interest rate of 7.428% (one month SOFR of 5.328%), borrowings denominated in Swedish krona of 12.8kr million ($1.2 million U.S. dollars) with an interest rate of 5.875% (one month STIBOR of 3.875%), borrowings denominated in British pounds sterling of £68.6 million ($83.7 million U.S. dollars) with an interest rate of 7.218% (one month SONIA of 5.218%) and borrowings denominated in Euros of €138.6 million ($146.7 million U.S. dollars) with an interest rate of 5.750% (one month EURIBOR of 3.750%). The borrowings denominated in foreign currencies were translated into U.S. dollars based on the spot rate at the relevant balance sheet date. The impact resulting from changes in foreign exchange rates on the February 2019 Credit Facility borrowings is included in “Net unrealized appreciation (depreciation) - foreign currency transactions” in our Unaudited Consolidated Statements of Operations.
The fair values of the borrowings outstanding under the February 2019 Credit Facility are based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model. As of September 30, 2023, the total fair value of the borrowings outstanding under the February 2019 Credit Facility was $796.1 million. See Note 5 to our Unaudited Consolidated Financial Statements for additional information regarding the February 2019 Credit Facility.
August 2025 Notes
On August 3, 2020, we entered into a Note Purchase Agreement (the “August 2020 NPA”) with Massachusetts Mutual Life Insurance Company governing the issuance of (1) $50.0 million in aggregate principal amount of Series A senior unsecured notes due August 2025 (the “Series A Notes due 2025”) with a fixed interest rate of 4.66% per year, and (2) up to $50.0 million in aggregate principal amount of additional senior unsecured notes due August 2025 with a fixed interest rate per year to be determined (the “Additional Notes” and, collectively with the Series A Notes due 2025, the “August 2025 Notes”), in each case, to qualified institutional investors in a private placement. An aggregate principal amount of $25.0 million of the Series A Notes due 2025 were issued on September 24, 2020 and an aggregate principal amount of $25.0 million of the Series A Notes due 2025 were issued on September 29, 2020, both of which will mature on August 4, 2025 unless redeemed, purchased or prepaid prior to such date by us in accordance with their terms. Interest on the August 2025 Notes is due semiannually in March and September, beginning in March 2021. In addition, we are obligated to offer to repay the August 2025 Notes at par (plus accrued and unpaid interest to, but not including, the date of prepayment) if certain change in control events occur. Subject to the terms of the August 2020 NPA, we may redeem the August 2025 Notes in whole or in part at any time or from time to time at our option at par plus accrued interest to the prepayment date and, if redeemed on or before November 3, 2024, a make-whole premium. The August 2025 Notes are guaranteed by certain of our subsidiaries, and are our general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by us.
The Company’s permitted issuance period for the Additional Notes under the August 2020 NPA expired on February 3, 2022, prior to which date the Company issued no Additional Notes.
The August 2020 NPA contains certain representations and warranties, and various covenants and reporting requirements customary for senior unsecured notes issued in a private placement, including, without limitation, affirmative and negative covenants such as information reporting, maintenance of our status as a BDC within the meaning of the 1940 Act, certain restrictions with respect to transactions with affiliates, fundamental changes, changes of line of business, permitted liens, investments and restricted payments, minimum shareholders’ equity, maximum net debt to equity ratio and minimum asset coverage ratio. The August 2020 NPA also contains customary events of default with customary cure and notice periods, including, without limitation, nonpayment, incorrect representation in any material respect, breach of covenant, cross-default under our other indebtedness or that of our subsidiary guarantors, certain judgements and orders, and certain events of bankruptcy. Upon the occurrence of an event of default, the holders of at least 66-2/3% in principal amount of the August 2025 Notes at the time outstanding may declare all August 2025 Notes then outstanding to be immediately due and payable. As of September 30, 2023, we were in compliance with all covenants under the August 2020 NPA.
The August 2025 Notes were offered in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The August 2025 Notes have not and will not be registered under the Securities Act or any state securities
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laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, as applicable.
As of September 30, 2023, the fair value of the outstanding August 2025 Notes was $47.0 million. The fair value determination of the August 2025 Notes was based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.
November Notes
On November 4, 2020, we entered into a Note Purchase Agreement (the “November 2020 NPA”) governing the issuance of (1) $62.5 million in aggregate principal amount of Series B senior unsecured notes due November 2025 (the “Series B Notes”) with a fixed interest rate of 4.25% per year and (2) $112.5 million in aggregate principal amount of Series C senior unsecured notes due November 2027 (the “Series C Notes,” and, collectively with the Series B Notes, the “November Notes”) with a fixed interest rate of 4.75% per year, in each case, to qualified institutional investors in a private placement. Each stated interest rate is subject to a step up of (x) 0.75% per year, to the extent the applicable November Notes do not satisfy certain investment grade conditions and/or (y) 1.50% per year, to the extent the ratio of our secured debt to total assets exceeds specified thresholds, measured as of each fiscal quarter end. The November Notes were delivered and paid for on November 5, 2020.
The Series B Notes will mature on November 4, 2025, and the Series C Notes will mature on November 4, 2027 unless redeemed, purchased or prepaid prior to such date by us in accordance with their terms. Interest on the November Notes is due semiannually in May and November, beginning in May 2021. In addition, we are obligated to offer to repay the November Notes at par (plus accrued and unpaid interest to, but not including, the date of prepayment) if certain change in control events occur. Subject to the terms of the November 2020 NPA, we may redeem the Series B Notes and the Series C Notes in whole or in part at any time or from time to time at our option at par plus accrued interest to the prepayment date and, if redeemed on or before May 4, 2025, with respect to the Series B Notes, or on or before May 4, 2027, with respect to the Series C Notes, a make-whole premium. The November Notes are guaranteed by certain of our subsidiaries, and are our general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by us.
The November 2020 NPA contains certain representations and warranties, and various covenants and reporting requirements customary for senior unsecured notes issued in a private placement, including, without limitation, affirmative and negative covenants such as information reporting, maintenance of our status as a BDC within the meaning of the 1940 Act, certain restrictions with respect to transactions with affiliates, fundamental changes, changes of line of business, permitted liens, investments and restricted payments, minimum shareholders’ equity, maximum net debt to equity ratio and minimum asset coverage ratio. The November 2020 NPA also contains customary events of default with customary cure and notice periods, including, without limitation, nonpayment, incorrect representation in any material respect, breach of covenant, cross-default under our other indebtedness or that of our subsidiary guarantors, certain judgements and orders, and certain events of bankruptcy. Upon the occurrence of an event of default, the holders of at least 66-2/3% in principal amount of the November Notes at the time outstanding may declare all November Notes then outstanding to be immediately due and payable. As of September 30, 2023, we were in compliance with all covenants under the November 2020 NPA.
The November Notes were offered in reliance on Section 4(a)(2) of the Securities Act. The November Notes have not and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, as applicable.
As of September 30, 2023, the fair value of the outstanding Series B Notes and the Series C Notes was $57.3 million and $98.0 million, respectively. The fair value determinations of the Series B Notes and Series C Notes were based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.
February Notes
On February 25, 2021, we entered into a Note Purchase Agreement (the “February 2021 NPA”) governing the issuance of (1) $80.0 million in aggregate principal amount of Series D senior unsecured notes due February 26, 2026 (the “Series D Notes”) with a fixed interest rate of 3.41% per year and (2) $70.0 million in aggregate principal amount of Series E senior unsecured notes due February 26, 2028 (the “Series E Notes” and, collectively with the Series D Notes, the “February Notes”) with a fixed interest rate of 4.06% per year, in each case, to qualified institutional investors in a private placement. Each stated interest rate is subject to a step up of (x) 0.75% per year, to the extent the applicable February Notes do not satisfy certain investment grade rating conditions and/or (y) 1.50% per year, to the extent the ratio of our secured debt to total assets exceeds
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specified thresholds, measured as of each fiscal quarter end. The February Notes were delivered and paid for on February 26, 2021.
The Series D Notes will mature on February 26, 2026, and the Series E Notes will mature on February 26, 2028 unless redeemed, purchased or prepaid prior to such date by us in accordance with the terms of the February 2021 NPA. Interest on the February Notes is due semiannually in February and August of each year, beginning in August 2021. In addition, we are obligated to offer to repay the February Notes at par (plus accrued and unpaid interest to, but not including, the date of prepayment) if certain change in control events occur. Subject to the terms of the February 2021 NPA, we may redeem the Series D Notes and the Series E Notes in whole or in part at any time or from time to time at our option at par plus accrued interest to the prepayment date and, if redeemed on or before August 26, 2025, with respect to the Series D Notes, or on or before August 26, 2027, with respect to the Series E Notes, a make-whole premium. The February Notes are guaranteed by certain of our subsidiaries, and are our general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by us.
The February 2021 NPA contains certain representations and warranties, and various covenants and reporting requirements customary for senior unsecured notes issued in a private placement, including, without limitation, information reporting, maintenance of our status as a BDC within the meaning of the 1940 Act, and certain restrictions with respect to transactions with affiliates, fundamental changes, changes of line of business, permitted liens, investments and restricted payments. In addition, the February 2021 NPA contains the following financial covenants: (a) maintaining a minimum obligors’ net worth, measured as of each fiscal quarter end; (b) not permitting our asset coverage ratio, as of the date of the incurrence of any debt for borrowed money or the making of any cash dividend to shareholders, to be less than the valuations currently assigned.statutory minimum then applicable to us under the 1940 Act; and (c) not permitting our net debt to equity ratio to exceed 2.0x, measured as of each fiscal quarter end.
The February 2021 NPA also contains customary events of default with customary cure and notice periods, including, without limitation, nonpayment, incorrect representation in any material respect, breach of covenant, cross-default under other indebtedness or that of our subsidiary guarantors, certain judgements and orders, and certain events of bankruptcy. Upon the occurrence of certain events of default, the holders of at least 66-2/3% in principal amount of the February Notes at the time outstanding may declare all February Notes then outstanding to be immediately due and payable. As of September 30, 2023, we were in compliance with all covenants under the February 2021 NPA.
The February Notes were offered in reliance on Section 4(a)(2) of the Securities Act. The February Notes have not and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, as applicable.
As of September 30, 2023, the fair value of the outstanding Series D Notes and the Series E Notes was $71.7 million and $59.1 million, respectively. The fair value determinations of the Series D Notes and Series E Notes were based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.
November 2026 Notes
On November 23, 2021, we entered into an Indenture (the “Base Indenture”) and a First Supplemental Indenture (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”) with U.S. Bank Trust Company, National Association (the “Trustee”). The First Supplemental Indenture relates to our issuance of $350.0 million aggregate principal amount of its 3.300% notes due 2026 (the “November 2026 Notes”).
The November 2026 Notes will mature on November 23, 2026 and may be redeemed in whole or in part at our option at any time or from time to time at the redemption prices set forth in the Indenture. The November 2026 Notes bear interest at a rate of 3.300% per year payable semi-annually on May 23 and November 23 of each year, commencing on May 23, 2022. The November 2026 Notes are our general unsecured obligations that rank senior in right of payment to all of our existing and future indebtedness that is expressly subordinated in right of payment to the November 2026 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by us, rank effectively junior to any of our secured indebtedness (including unsecured indebtedness that we later secure) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by our subsidiaries, financing vehicles or similar facilities.
The Indenture contains certain covenants, including covenants requiring us to comply with the asset coverage requirements of Section 18(a)(1)(A) as modified by Sections 61(a)(1) and (2) of the 1940 Act, whether or not we are subject to those requirements, and to provide financial information to the holders of the November 2026 Notes and the Trustee if we are
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no longer subject to the reporting requirements under the Exchange Act. These covenants are subject to important limitations and exceptions that are described in the Indenture.
In addition, on the occurrence of a “change of control repurchase event,” as defined in the Indenture, we will generally be required to make an offer to purchase the outstanding November 2026 Notes at a price equal to 100% of the principal amount of such November 2026 Notes plus accrued and unpaid interest to the repurchase date.
The November 2026 Notes were offered to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to certain non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act. Concurrent with the closing of November 2026 Notes offering, we entered into a registration rights agreement for the benefit of the purchasers of the November 2026 Notes. Pursuant to the terms of this registration rights agreement, we filed a registration statement on Form N-14 with the SEC, which was subsequently declared effective, to permit electing holders of the November 2026 Notes to exchange all of their outstanding restricted November 2026 Notes for an equal aggregate principal amount of new November 2026 Notes (the “Exchange Notes”). The Exchange Notes have terms substantially identical to the terms of the November 2026 Notes, except that the Exchange Notes are registered under the Securities Act, and certain transfer restrictions, registration rights, and additional interest provisions relating to the November 2026 Notes do not apply to the Exchange Notes.
As of September 30, 2023, the fair value of the outstanding November 2026 Notes was $298.4 million. The fair value determinations of the November 2026 Notes were based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.
Investment Valuation Process
The Board must determine fair value in good faith for any or all Company investments for which market quotations are not readily available. The Board has designated the Adviser as valuation designee to perform the fair value determinations relating to the value of the assets held by the Company for which market quotations are not readily available. The Adviser has established a pricing committee that is, subject to the oversight of the Board, responsible for the approval, implementation and oversight of the processes and methodologies that relate to the pricing and valuation of assets held by the Company. The Adviser uses independent third-party providers to price the portfolio, but in the event an acceptable price cannot be obtained from an approved external source, the Adviser will utilize alternative methods in accordance with internal pricing procedures established by the Adviser’s pricing committee.
At least annually, the Adviser conducts reviews of the primary pricing vendors to validate that the inputs used in the vendors’ pricing process are deemed to be market observable. While the Adviser is not provided access to proprietary models of the vendors, the reviews have included on-site walkthroughs of the pricing process, methodologies and control procedures for each asset class and level for which prices are provided. The review also includes an examination of the underlying inputs and assumptions for a sample of individual securities across asset classes, credit rating levels and various durations, a process the Adviser continues to perform annually. In addition, the pricing vendors have an established challenge process in place for all security valuations, which facilitates identification and resolution of prices that fall outside expected ranges. The Adviser believes that the prices received from the pricing vendors are representative of prices that would be received to sell the assets at the measurement date (i.e., exit prices).
The Company’s money market fund investments are generally valued using Level 1 inputs and its equity investments listed on an exchange or on the NASDAQ National Market System are valued using Level 1 inputs, using the last quoted sale price of that day. The Company’s syndicated senior secured loans and structured product investments are generally valued using Level 2 inputs, which are generally valued at the bid quotation obtained from dealers in loans by an independent pricing service. The Company’s middle-market, private debt and equity investments are generally valued using Level 3 inputs.
Independent Valuation
The fair value of loans and equity investments that are not syndicated or for which market quotations are not readily available, including middle-market loans, are generally submitted to independent providers to perform an independent valuation on those loans and equity investments as of the end of each quarter. Such loans and equity investments are initially held at cost, as that is a reasonable approximation of fair value on the acquisition date, and monitored for material changes that could affect the valuation (for example, changes in interest rates or the credit quality of the borrower). At the quarter end following that of the initial acquisition, such loans and equity investments are generally sent to a valuation provider which will determine the fair value of each investment. The independent valuation providers apply various methods (synthetic rating analysis, discounting cash flows, and re-underwriting analysis) to establish the rate of return a market participant would require (the “discount rate”) as of the valuation date, given market conditions, prevailing lending standards and the perceived credit quality of the issuer. Future expected cash flows for each investment are discounted back to present value using these discount rates in the discounted cash flow analysis. A range of values will be provided by the valuation provider and the Adviser will determine the point within that range that it will use. If the Adviser’s pricing committee disagrees with the price range provided, it may make a fair value recommendation to the Adviser that is outside of the range provided by the independent valuation provider and the reasons therefore. In certain instances, the Company may determine that it is not cost-effective, and as a result is not in the stockholders’ best interests, to request an independent valuation firm to perform an independent valuation on certain investments. Such instances include, but are not limited to, situations where the fair value of the investment in the portfolio company is determined to be insignificant relative to the total investment portfolio.
Valuation Inputs
The Adviser’s valuation techniques are based upon both observable and unobservable pricing inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Adviser’s market assumptions. The Adviser’s 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. An independent pricing service provider is the preferred source of pricing a loan, however, to the extent the independent pricing service provider price is unavailable or not relevant and reliable, the Adviser will utilize alternative approaches such as broker quotes or manual prices. The Adviser attempts to maximize the use of observable inputs and minimize the use of unobservable inputs. The availability of observable inputs can vary from
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Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
investment to investment and is affected by a wide variety of factors, including the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets and other characteristics particular to the security.
Valuation of Investments in Jocassee, Thompson Rivers, Waccamaw River, Sierra JV and MVC Private Equity Fund LP
As Jocassee, Thompson Rivers, Waccamaw River, Sierra JV and MVC Private Equity Fund LP are investment companies with no readily determinable fair values, the Adviser estimates the fair value of the Company’s investments in these entities using NAV of each company and the Company’s ownership percentage as a practical expedient. The NAV is determined in accordance with the specialized accounting guidance for investment companies.
Level 3 Unobservable Inputs
The following tables summarize the significant unobservable inputs the Adviser used in the valuation of the Company’s Level 3 debt and equity securities as of September 30, 2023 and December 31, 2022. The weighted average range of unobservable inputs is based on fair value of investments.
September 30, 2023:
($ in thousands)
Fair ValueValuation
Model
Level 3
Input
Range of
Inputs
Weighted
Average
Impact to Valuation from an Increase in Input
Senior debt and 1st lien notes(1)
$1,397,313 Yield AnalysisMarket Yield7.3% – 41.4%12.2%Decrease
13,132 Market ApproachAdjusted EBITDA Multiple5.0x – 5.8x5.1xIncrease
1,127 Market ApproachRevenue Multiple0.2x0.2xIncrease
167,325 Recent TransactionTransaction Price96.1% – 100.0%97.6%Increase
Subordinated debt and 2nd lien notes(2)
172,950 Yield AnalysisMarket Yield9.0% – 18.9%13.6%Decrease
21,563 Market ApproachAdjusted EBITDA Multiple7.0x – 12.50x9.3xIncrease
3,176 Recent TransactionTransaction Price100.0%100.0%Increase
Structured products(3)
23,519 Yield AnalysisMarket Yield8.8% – 11.0%9.5%Decrease
Equity shares(4)
8,518 Yield AnalysisMarket Yield14.2% – 15.5%14.9%Decrease
330,192 Market ApproachAdjusted EBITDA Multiple1.8x – 35.0x10.6xIncrease
1,452 Market ApproachRevenue Multiple0.2x – 9.5x6.7xIncrease
3,026 Net Asset ApproachLiabilities$(44,742.4)$(44,742.4)Decrease
1,402 Expected RecoveryExpected Recovery$2.5 – $1,400.0$1,397.5Increase
3,326 Recent TransactionTransaction Price$1.00 – $1,000.00$171.5Increase
Equity warrants1,243 Market ApproachAdjusted EBITDA Multiple5.0x – 14.0x7.9xIncrease
Expected RecoveryExpected Recovery$3.0$3.0Increase
(1)Excludes investments with an aggregate fair value amounting to $23,430, which the Adviser valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs are not readily available.
(2)Excludes investments with an aggregate fair value amounting to $45,908, which the Adviser valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs are not readily available.
(3)Excludes investments with an aggregate fair value amounting to $12,081, which the Adviser valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs are not readily available.
(4)Excludes investments with an aggregate fair value amounting to $7,705, which the Adviser valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs are not readily available.
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Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)

December 31, 2022:
($ in thousands)
Fair ValueValuation
Model
Level 3
Input
Range of
Inputs
Weighted
Average
Impact to Valuation from an Increase in Input
Senior debt and 1st lien notes(1)
$1,305,819 Yield AnalysisMarket Yield7.7% – 37.3%11.7%Decrease
14,794 Market ApproachAdjusted EBITDA Multiple6.0x6.0xIncrease
1,263 Market ApproachRevenue Multiple0.2x0.2xIncrease
13,153 Discounted Cash Flow AnalysisDiscount Rate13.0%13.0%Decrease
233,824 Recent TransactionTransaction Price96.7% – 100.0%97.5%Increase
Subordinated debt and 2nd lien notes(2)
182,856 Yield AnalysisMarket Yield8.4% – 16.6%13.1%Decrease
35,536 Market ApproachAdjusted EBITDA Multiple6.5x – 9.0x7.4xIncrease
2,186 Market ApproachRevenue Multiple0.5x0.5xIncrease
513 Recent TransactionTransaction Price97.3%97.3%Increase
Structured products(3)
3,792 Discounted Cash Flow AnalysisDiscount Rate10.4%10.4%Decrease
5,239 Recent TransactionTransaction Price100.0%100.0%Increase
Equity shares(4)
12,600 Yield AnalysisMarket Yield15.7% – 17.8%16.7%Decrease
259,219 Market ApproachAdjusted EBITDA Multiple4.0x – 43.0x9.4xIncrease
1,321 Market ApproachRevenue Multiple0.2x – 7.0x6.8xIncrease
221 Market ApproachAdjusted EBITDA/Revenue Multiple Blend5.8x5.8xIncrease
1,932 Net Asset ApproachLiabilities$(8,941.8)$(8,941.8)Decrease
112 Expected RecoveryExpected Recovery$2.5 – $110$107.6Increase
4,921 Recent TransactionTransaction Price$0.00 – $1,015.13$521.22Increase
Equity warrants1,054 Market ApproachAdjusted EBITDA Multiple4.0x – 17.5x7.3xIncrease
3Expected RecoveryExpected Recovery$3.0$3.0Increase
(1)Excludes investments with an aggregate fair value amounting to $22,503, which the Adviser valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs are not readily available.
(2)Excludes investments with an aggregate fair value amounting to $13,123, which the Adviser valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs are not readily available.
(3)Excludes investments with an aggregate fair value amounting to $8,796, which the Adviser valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs are not readily available.
(4)Excludes investments with an aggregate fair value amounting to $2,741, which the Adviser valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs are not readily available.
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Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
The following tables present the Company’s investment portfolio at fair value as of September 30, 2023 and December 31, 2022, categorized by the ASC Topic 820 valuation hierarchy, as previously described:
 Fair Value as of September 30, 2023
($ in thousands)Level 1Level 2Level 3Total
Senior debt and 1st lien notes
$— $98,362 $1,602,327 $1,700,689 
Subordinated debt and 2nd lien notes
— 14,036 243,597 257,633 
Structured products— 54,131 35,600 89,731 
Equity shares69 — 355,621 355,690 
Equity warrants— — 1,246 1,246 
Investments subject to leveling$69 $166,529 $2,238,391 $2,404,989 
Investment in joint ventures / PE fund (1)116,646 
$2,521,635 
Fair Value as of December 31, 2022
($ in thousands)Level 1Level 2Level 3Total
Senior debt and 1st lien notes
$— $104,836 $1,591,356 $1,696,192 
Subordinated debt and 2nd lien notes
— 28,925 234,214 263,139 
Structured products— 55,723 17,827 73,550 
Equity shares164 1,339 283,067 284,570 
Equity warrants— — 1,057 1,057 
Investments subject to leveling$164 $190,823 $2,127,521 $2,318,508 
Investment in joint ventures / PE fund (1)130,427 
$2,448,935 
(1)The Company’s investments in Jocassee, Sierra JV, Thompson Rivers, Waccamaw River and MVC Private Equity Fund LP are measured at fair value using NAV and have not been categorized in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Unaudited Consolidated Balance Sheet and Consolidated Balance Sheet.
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Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
The following tables reconcile the beginning and ending balances of the Company’s investment portfolio measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the nine months ended September 30, 2023 and 2022:
Nine Months Ended
September 30, 2023:
($ in thousands)
Senior Debt
and 1st Lien
Notes
Subordinated Debt and 2nd Lien Notes
Structured ProductsEquity
Shares
Equity WarrantsTotal
Fair value, beginning of period$1,591,356 $234,214 $17,827 $283,067 $1,057 $2,127,521 
New investments232,280 32,722 22,669 68,680 — 356,351 
Transfers into (out of) Level 3, net(18,355)16,815 — 914 — (626)
Proceeds from sales of investments(113,358)(2,800)— (4,367)— (120,525)
Loan origination fees received(5,801)(51)— — — (5,852)
Principal repayments received(93,447)(44,129)(1,018)— — (138,594)
Payment-in-kind interest/dividends3,834 7,803 — 5,331 — 16,968 
Accretion of loan premium/discount427 465 — — — 892 
Accretion of deferred loan origination revenue5,380 437 — — — 5,817 
Realized gain (loss)(1,029)(43,902)— (3,434)— (48,365)
Unrealized appreciation (depreciation)1,040 42,023 (3,878)5,430 189 44,804 
Fair value, end of period$1,602,327 $243,597 $35,600 $355,621 $1,246 $2,238,391 
Nine Months Ended
September 30, 2022:
($ in thousands)
Senior Debt
and 1st Lien
Notes
Subordinated Debt and 2nd Lien Notes
Structured ProductsEquity
Shares
Equity WarrantsTotal
Fair value, beginning of period$1,137,323 $230,569 $— $151,282 $864 $1,520,038 
New investments689,638 89,749 6,000 63,344 848,735 
Investments acquired in Sierra merger210,176 54,177 — 7,065 72 271,490 
Transfers into (out of) Level 3, net18,015 9,056 4,905 7,263 — 39,239 
Proceeds from sales of investments(321,758)(21,555)— (1,472)(250)(345,035)
Loan origination fees received(14,660)(1,303)— — — (15,963)
Principal repayments received(207,026)(56,443)(357)— — (263,826)
Payment-in-kind interest/dividends1,994 9,320 — 206 — 11,520 
Accretion of loan premium/discount222 89 — — — 311 
Accretion of deferred loan origination revenue6,574 1,761 — — — 8,335 
Realized gain (loss)(12,292)(2,567)— 18 (760)(15,601)
Unrealized appreciation (depreciation)(45,793)(42,858)(1,066)49,782 73 (39,862)
Fair value, end of period$1,462,413 $269,995 $9,482 $277,488 $$2,019,381 
All realized gains and losses and unrealized appreciation and depreciation are included in earnings (changes in net assets) and are reported on separate line items within the Company’s Unaudited Consolidated Statements of Operations. Pre-tax net unrealized depreciation on Level 3 investments of $5.2 million during the nine months ended September 30, 2023 was related to portfolio company investments that were still held by the Company as of September 30, 2023. Pre-tax net unrealized depreciation on Level 3 investments of $44.3 million during the nine months ended September 30, 2022 was related to portfolio company investments that were still held by the Company as of September 30, 2022.
During the nine months ended September 30, 2023, the Company made investments of approximately $267.1 million in portfolio companies to which it was not previously contractually committed to provide such financing. During the nine months ended September 30, 2023, the Company made investments of $81.4 million in portfolio companies to which it was previously committed to provide such financing.
During the nine months ended September 30, 2022, the Company made investments of approximately $1,301.9 million in portfolio companies to which it was not previously contractually committed to provide such financing. During the nine months
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Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
ended September 30, 2022, the Company made investments of $71.0 million in portfolio companies to which it was previously committed to provide such financing.
Unsettled Purchases and Sales of Investments
Investment transactions are recorded based on the trade date of the transaction. As a result, unsettled purchases and sales are recorded as payables and receivables from unsettled transactions, respectively. While purchases and sales of the Company’s syndicated senior secured loans generally settle on a T+7 basis, the settlement period will sometimes extend past the scheduled settlement. In such cases, the Company generally is contractually owed and recognizes interest income equal to the applicable margin (“spread”) beginning on the T+7 date. Such income is accrued as interest receivable and is collected upon settlement of the investment transaction.
Realized Gain or Loss and Unrealized Appreciation or Depreciation of Portfolio Investments
Realized gains or losses are recorded upon the sale or liquidation of investments and are calculated as the difference between the net proceeds from the sale or liquidation, if any, and the cost basis of the investment using the specific identification method. Unrealized appreciation or depreciation reflects the difference between the fair value of the investments and the cost basis of the investments.
Investment Classification
In accordance with the provisions of the 1940 Act, the Company classifies investments by level of control. As defined in the 1940 Act, “Control Investments” are investments in those companies that the Company is deemed to “Control.” “Affiliate Investments” are investments in those companies that are “Affiliated Persons” of the Company, as defined in the 1940 Act, other than Control Investments. “Non-Control / Non-Affiliate Investments” are those that are neither Control Investments nor Affiliate Investments. Generally, under the 1940 Act, the Company is deemed to control a company in which it has invested if the Company owns more than 25.0% of the voting securities (i.e., securities with the right to elect directors) and/or has the power to exercise control over the management or policies of such portfolio company. Generally, under the 1940 Act, “Affiliate Investments” that are not otherwise “Control Investments” are defined as investments in which the Company owns at least 5.0%, up to 25.0% (inclusive), of the voting securities and does not have the power to exercise control over the management or policies of such portfolio company.
Cash and Foreign Currencies
Cash consists of deposits held at a custodian bank. Cash is carried at cost, which approximates fair value. The Company places its cash with financial institutions and, at times, cash may exceed insured limits under applicable law.
Investment Income
Interest income, including amortization of premium and accretion of discount, is recorded on the accrual basis to the extent that such amounts are expected to be collected. Generally, when interest and/or principal payments on a loan become past due, or if the Company otherwise does not expect the borrower to be able to service its debt and other obligations, the Company will place the loan on non-accrual status and will generally cease recognizing interest income on that loan for financial reporting purposes until all principal and interest have been brought current through payment or due to a restructuring such that the interest income is deemed to be collectible. The Company writes off any previously accrued and uncollected interest when it is determined that interest is no longer considered collectible. As of both September 30, 2023 and December 31, 2022, the Company had seven portfolio companies, respectively, with investments that were on non-accrual. As of September 30, 2023, the seven portfolio companies on non-accrual included four portfolio companies purchased as part of the Sierra Merger, one purchased as part of the MVC Acquisition and two portfolio company originated by Barings. As of December 31, 2022, the seven portfolio companies on non-accrual included four portfolio companies purchases as part of the Sierra Merger, two purchased as part of the MVC Acquisition and one portfolio company was originated by Barings.
Interest income from investments in the equity class of a collateralized loan obligation (“CLO”) security (typically subordinated notes) is recorded based upon an estimation of an effective yield to expected maturity utilizing assumed cash flows in accordance with ASC 325-40, Beneficial Interests in Securitized Financial Assets. The Company monitors the expected cash flows from these investments, including the expected residual payments, and the effective yield is determined and updated periodically. Any difference between the cash distribution received and the amount calculated pursuant to the effective interest method is recorded as an adjustment to the cost basis of such investments.
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Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
Dividend income on preferred equity securities is recorded on the accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity is recorded on the ex-dividend date.
Payment-in-Kind Interest
The Company currently holds, and expects to hold in the future, some loans in its portfolio that contain PIK interest provisions. PIK interest, computed at the contractual rate specified in each loan agreement, is periodically added to the principal balance of the loan, rather than being paid to the Company in cash, and is recorded as interest income. Thus, the actual collection of PIK interest may be deferred until the time of debt principal repayment.
PIK interest, which is a non-cash source of income at the time of recognition, is included in the Company’s taxable income and therefore affects the amount the Company is required to distribute to its stockholders to maintain its tax treatment as a RIC for federal income tax purposes, even though the Company has not yet collected the cash. Generally, when current cash interest and/or principal payments on a loan become past due, or if the Company otherwise does not expect the borrower to be able to service its debt and other obligations, the Company will place the loan on non-accrual status and will generally cease recognizing PIK interest income on that loan for financial reporting purposes until all principal and interest have been brought current through payment or due to a restructuring such that the interest income is deemed to be collectible. The Company writes off any accrued and uncollected PIK interest when it is determined that the PIK interest is no longer collectible.
Fee Income
Origination, facility, commitment, consent and other advance fees received in connection with loan agreements (“Loan Origination Fees”) are recorded as deferred income and recognized as investment income over the term of the loan. Upon prepayment of a loan, any unamortized Loan Origination Fees are recorded as investment income. In the general course of its business, the Company receives certain fees from portfolio companies, which are non-recurring in nature. Such fees include loan prepayment penalties, structuring fees and covenant waiver fees and amendment fees, and are recorded as investment income when earned.
Fee income for the three and nine months ended September 30, 2023 and 2022 was as follows:
Three Months EndedThree Months EndedNine Months EndedNine Months Ended
($ in thousands)September 30, 2023September 30, 2022September 30, 2023September 30, 2022
Recurring Fee Income:
Amortization of loan origination fees$1,740 $1,582 $5,160 $4,398 
Management, valuation and other fees518 620 1,712 667 
Total Recurring Fee Income2,258 2,202 6,872 5,065 
Non-Recurring Fee Income:
Prepayment fees— — 329 134 
Acceleration of unamortized loan origination fees208 1,685 882 4,182 
Advisory, loan amendment and other fees184 434 2,167 1,208 
Total Non-Recurring Fee Income392 2,119 3,378 5,524 
Total Fee Income$2,650 $4,321 $10,250 $10,589 
General and Administrative Expenses
General and administrative expenses include administrative costs, facilities costs, insurance, legal and accounting expenses, expenses reimbursable to the Adviser under the terms of the Administration Agreement and other costs related to operating as a publicly-traded company.
Deferred Financing Fees
Costs incurred to issue debt are capitalized and are amortized over the term of the debt agreements using the effective interest method.
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Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
Segments
The Company lends to and invests in customers in various industries. The Company separately evaluates the performance of each of its lending and investment relationships. However, because each of these loan and investment relationships has similar business and economic characteristics, they have been aggregated into a single lending and investment segment. All applicable segment disclosures are included in or can be derived from the Company’s financial statements.
Concentration of Credit Risk
As of September 30, 2023 and December 31, 2022, there were no individual investments representing greater than 10% of the fair value of the Company’s portfolio. As of September 30, 2023 and December 31, 2022, the Company’s largest single portfolio company investment represented approximately 6.2% and 5.9%, respectively, of the fair value of the Company’s portfolio. Income, consisting of interest, dividends, fees, other investment income and realization of gains or losses on equity interests, can fluctuate dramatically upon repayment of an investment or sale of an equity interest and in any given year can be highly concentrated among several portfolio companies.
As of September 30, 2023, all of the Company’s assets were or will be pledged as collateral for the February 2019 Credit Facility.
Investments Denominated in Foreign Currencies
As of September 30, 2023, the Company held two investments that were denominated in Canadian dollars, one investment that was denominated in Danish kroner, 10 investments that were denominated in Australian dollars, two investments that were denominated in New Zealand dollars, one investment that was denominated in Norwegian krone, two investments that were denominated in Swiss francs, one investment that was denominated in Swedish krona, 65 investments that were denominated in Euros and 29 investments that were denominated in British pounds sterling. As of December 31, 2022, the Company held two investments that were denominated in Canadian dollars, one investment that was denominated in Danish kroner, 11 investments that were denominated in Australian dollars, two investments that were denominated in New Zealand dollars, one investment that was denominated in Norwegian krone, one investment that was denominated in Swiss francs, one investment that was denominated in Swedish krona, 58 investments that were denominated in Euros and 28 investments that were denominated in British pounds sterling.
At each balance sheet date, portfolio company investments denominated in foreign currencies are translated into United States dollars using the spot exchange rate on the last business day of the period. Purchases and sales of foreign portfolio company investments, and any income from such investments, are translated into United States dollars using the rates of exchange prevailing on the respective dates of such transactions.
Although the fair values of foreign portfolio company investments and the fluctuation in such fair values are translated into United States dollars using the applicable foreign exchange rates described above, the Company does not separately report that portion of the change in fair values resulting from foreign currency exchange rate fluctuations from the change in fair values of the underlying investment. All fluctuations in fair value are included in net unrealized appreciation (depreciation) of investments in the Company’s Unaudited Consolidated Statements of Operations.
In addition, during both the nine months ended September 30, 2023 and September 30, 2022, the Company entered into forward currency contracts primarily to help mitigate the impact that an adverse change in foreign exchange rates would have on net interest income from the Company’s investments and related borrowings denominated in foreign currencies. Net unrealized appreciation or depreciation on foreign currency contracts are included in “Net unrealized appreciation (depreciation) - forward currency contracts” and net realized gains or losses on forward currency contracts are included in “Net realized gains (losses) - forward currency contracts” in the Company’s Unaudited Consolidated Statements of Operations.
Investments denominated in foreign currencies and foreign currency transactions may involve certain considerations and risks not typically associated with those of domestic origin, including unanticipated movements in the value of the foreign currency relative to the U.S. Dollar.
4. INCOME TAXES
The Company has elected for federal income tax purposes to be treated, and intends to qualify annually, as a RIC under the Code and intends to make the required distributions to its stockholders as specified therein. In order to maintain its tax treatment as a RIC, the Company must meet certain minimum distribution, source-of-income and asset diversification requirements. If such requirements are met, then the Company is generally required to pay taxes only on the portion of its taxable income and gains it does not distribute (actually or constructively) and certain built-in gains. The Company has
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Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
historically met its minimum distribution requirements and continually monitors its distribution requirements with the goal of ensuring compliance with the Code.
Depending on the level of investment company taxable income (“ICTI”) and net capital gains, if any, or taxable income, the Company may choose to carry forward undistributed taxable income and pay a 4% nondeductible U.S. federal excise tax on certain undistributed income unless the Company distributes, in a timely manner, an amount at least equal to the sum of (i) 98% of net ordinary income for each calendar year, (ii) 98.2% of the amount by which capital gains exceed capital losses (adjusted for certain ordinary losses) for the one-year period ending October 31 in that calendar year (or later if the Company is permitted to elect and so elects) and (iii) certain undistributed amounts from previous years on which the Company paid no U.S. federal income tax. Any such carryover of taxable income must be distributed before the end of that next tax year through a dividend declared prior to filing of the tax return related to the year which generated such taxable income not to be subject to U.S. federal income tax. For the three and nine months ended September 30, 2023, the Company recorded net expenses of $0.4 million and $0.8 million, respectively for U.S. federal excise tax.
Tax positions taken or expected to be taken in the course of preparing the Company’s tax returns are evaluated to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than not threshold would be recorded as a tax benefit or expense in the current year. Management has analyzed the Company’s tax positions taken, or to be taken, on federal income tax returns for all open tax years (fiscal years 2019-2021), and has concluded that the provision for uncertain tax positions in the Company’s financial statements is appropriate.
Taxable income generally differs from increase in net assets resulting from operations due to temporary and permanent differences in the recognition of income and expenses, and generally excludes net unrealized gains or losses, as unrealized gains or losses are generally not included in taxable income until they are realized. The Company makes certain adjustments to the classification of net assets as a result of permanent book-to-tax differences, which include differences in the book and tax basis of certain assets and liabilities, and nondeductible federal taxes or losses among other items. To the extent these differences are permanent, they are charged or credited to additional paid in capital, or total distributable earnings (loss), as appropriate.
For federal income tax purposes, the cost of investments owned as of September 30, 2023 and December 31, 2022 was approximately $2,573.7 million and $2,565.9 million, respectively. As of September 30, 2023, net unrealized depreciation on the Company’s investments (tax basis) was approximately $20.8 million, consisting of gross unrealized appreciation, where the fair value of the Company’s investments exceeds their tax cost, of approximately $136.5 million and gross unrealized depreciation, where the tax cost of the Company’s investments exceeds their fair value, of approximately $157.4 million. As of December 31, 2022, net unrealized depreciation on the Company’s investments (tax basis) was approximately $105.8 million, consisting of gross unrealized appreciation, where the fair value of the Company’s investments exceeds their tax cost, of approximately $112.4 million and gross unrealized depreciation, where the tax cost of the Company’s investments exceeds their fair value, of approximately $218.3 million.
In addition, the Company has wholly-owned taxable subsidiaries (the “Taxable Subsidiaries”), which hold certain portfolio investments that are listed on the Unaudited and Audited Consolidated Schedules of Investments. The Taxable Subsidiaries are consolidated for financial reporting purposes, such that the Company’s consolidated financial statements reflect the Company’s investments in the portfolio companies owned by the Taxable Subsidiaries. The purpose of the Taxable Subsidiaries is to permit the Company to hold certain portfolio companies that are organized as limited liability companies (“LLC”) (or other forms of pass-through entities) and still satisfy the RIC tax requirement that at least 90% of the RIC’s gross revenue for income tax purposes must consist of qualifying investment income. Absent the Taxable Subsidiaries, a proportionate amount of any gross income of an LLC (or other pass-through entity) portfolio investment would flow through directly to the RIC. To the extent that such income did not consist of qualifying investment income, it could jeopardize the Company’s ability to qualify as a RIC and therefore cause the Company to incur significant amounts of federal income taxes. When LLCs (or other pass-through entities) are owned by the Taxable Subsidiaries, their income is taxed to the Taxable Subsidiaries and does not flow through to the RIC, thereby helping the Company preserve its RIC tax treatment and resultant tax advantages. The Taxable Subsidiaries are not consolidated for income tax purposes and may generate income tax expense as a result of its ownership of the portfolio companies. This income tax expense or benefit, if any, is reflected in the Company’s Unaudited Consolidated Statements of Operations. Additionally, any unrealized appreciation related to portfolio investments held by the Taxable Subsidiaries (net of unrealized depreciation related to portfolio investments held by the Taxable Subsidiaries) is reflected net of applicable federal and state income taxes, if any, in the Company’s Unaudited Consolidated Statements of Operations, with the related deferred tax assets or liabilities, if any, included in “Prepaid expenses and other assets” in the Company’s Unaudited and Audited Consolidated Balance Sheets.
As of September 30, 2023, the Company had a deferred tax asset of $8.4 million pertaining to operating losses and tax basis differences related to certain partnership interests. As of December 31, 2022, the Company had a deferred tax asset of
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Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
$9.5 million pertaining to operating losses and tax basis differences related to certain partnership interests. A valuation allowance is provided against deferred tax assets when it is more likely than not that some portion or all of the deferred tax asset will not be realized. As of September 30, 2023 and December 31, 2022, given the losses generated by the entity, the deferred tax assets have been offset by a valuation allowance of $7.9 million and $8.3 million, respectively. The Company concluded that the remaining deferred tax assets will more likely than not be realized, though this is not assured, and as such no valuation allowance has been provided on these assets.
5. BORROWINGS
The Company had the following borrowings outstanding as of September 30, 2023 and December 31, 2022:
Issuance Date
($ in thousands)
Maturity DateInterest Rate as of September 30, 2023September 30, 2023December 31, 2022
Credit Facilities:
February 21, 2019February 21, 20267.094%$796,126 $729,144 
Total Credit Facilities$796,126 $729,144 
Notes:
September 24, 2020 - August 2025 NotesAugust 4, 20254.660%$25,000 $25,000 
September 29, 2020 - August 2025 NotesAugust 4, 20254.660%25,000 25,000 
November 5, 2020 - Series B NotesNovember 4, 20254.250%62,500 62,500 
November 5, 2020 - Series C NotesNovember 4, 20274.750%112,500 112,500 
February 25, 2021 Series D NotesFebruary 26, 20263.410%80,000 80,000 
February 25, 2021 Series E NotesFebruary 26, 20284.060%70,000 70,000 
November 23, 2021 - November 2026 NotesNovember 23, 20263.300%350,000 350,000 
(Less: Deferred financing fees)(4,813)(6,022)
Total Notes$720,187 $718,978 
February 2019 Credit Facility
The Company has entered into the February 2019 Credit Facility with ING, as administrative agent, and the lenders party thereto. The initial commitments under the February 2019 Credit Facility totaled $800.0 million. Effective on November 4, 2021, the Company increased aggregate commitments under the February 2019 Credit Facility to $875.0 million from $800.0 million pursuant to the accordion feature under the February 2019 Credit Facility, which allows for an increase in the total commitments to an aggregate of $1.2 billion subject to certain conditions and the satisfaction of specified financial covenants (the “November 2021 Amendment”). Effective February 25, 2022, the Company increased aggregate commitments under the February 2019 Credit Facility to $965.0 million from $875.0 million pursuant to the accordion feature under the February 2019 Credit Facility, and the allowance for an increase in the total commitments increased to $1.5 billion from $1.2 billion subject to certain conditions and the satisfaction of specified financial covenants (the “February 2022 Amendement”). Effective on April 1, 2022, the Company increased aggregate commitments under the February 2019 Credit Facility to $1.1 billion from $965.0 million pursuant to the accordion feature under the February 2019 Credit Facility, which allows for an increase in the total commitments to an aggregate of $1.5 billion subject to certain conditions and the satisfaction of specified financial covenants (the “April 2022 Amendment”). The Company can borrow foreign currencies directly under the February 2019 Credit Facility. The February 2019 Credit Facility, which is structured as a revolving credit facility, is secured primarily by a material portion of the Company’s assets and guaranteed by certain subsidiaries of the Company. Following the termination on June 30, 2020 of Barings BDC Senior Funding I, LLC’s (“BSF”) credit facility entered into in August 2018 with Bank of America, N.A. (the “August 2018 Credit Facility”), BSF became a subsidiary guarantor and its assets secure the February 2019 Credit Facility. Effective May 9, 2023, the revolving period of the February 2019 Credit Facility was extended to February 21, 2025, followed by a one-year repayment period, and the maturity date was extended to February 21, 2026 (the “May 2023 Amendment”).
Borrowings denominated in U.S. Dollars under the February 2019 Credit Facility bear interest, subject to the Company’s election, on a per annum basis equal to (i) the alternate base rate plus 1.25% (or 1.00% for so long as the Company maintains an investment grade credit rating) or (ii) the term SOFR plus 2.25% (or 2.00% for so long as the Company maintains an investment grade credit rating) plus a credit spread adjustment of 0.10% for borrowings with an interest period of one month, 0.15% for borrowings with an interest period of three months or 0.25% for borrowings with an interest period of six months. Borrowings denominated in certain foreign currencies, other than Australian dollars, bear interest on a per annum basis equal to
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the applicable currency rate for the foreign currency as defined in the credit agreement plus 2.00% (or 2.25% if the Company no longer maintains an investment grade credit rating) or for borrowings denominated in Australian dollars, the applicable Australian dollars Screen Rate, plus 2.20% (or 2.45% if the Company no longer maintains an investment grade credit rating). The alternate base rate is equal to the greatest of (i) the prime rate, (ii) the federal funds rate plus 0.5%, (iii) the Overnight Bank Funding Rate plus 0.5%, (iv) one-month term SOFR plus 1.0% plus a credit spread adjustment of 0.10% and (v) 1.0%.
In addition, the Company pays a commitment fee of (i) 0.5% per annum on undrawn amounts if the unused portion of the February 2019 Credit Facility is greater than two-thirds of total commitments or (ii) 0.375% per annum on undrawn amounts if the unused portion of the February 2019 Credit Facility is equal to or less than two-thirds of total commitments. In connection with entering into the February 2019 Credit Facility, the Company incurred financing fees of approximately $6.4 million, which will be amortized over the remaining life of the February 2019 Credit Facility. In connection with the November 2021 Amendment, February 2022 Amendment, the April 2022 Amendment and the May 2023 Amendment, the Company incurred financing fees of approximately $4.1 million, which will be amortized over the remaining life of the February 2019 Credit Facility.
The February 2019 Credit Facility contains certain affirmative and negative covenants, including but not limited to (i) maintaining minimum stockholders’ equity, (ii) maintaining minimum obligors’ net worth, (iii) maintaining a minimum asset coverage ratio, (iv) meeting a minimum liquidity test and (v) maintaining the Company’s status as a regulated investment company and as a business development company. The February 2019 Credit Facility also contains customary events of default with customary cure and notice provisions, including, without limitation, nonpayment, misrepresentation of representations and warranties in a material respect, breach of covenant, cross-default to other indebtedness, bankruptcy, change of control, and material adverse effect. The February 2019 Credit Facility also permits the administrative agent to select an independent third-party valuation firm to determine valuations of certain portfolio investments for purposes of borrowing base provisions. As of September 30, 2023, the Company was in compliance with all covenants under the February 2019 Credit Facility.
As of September 30, 2023, the Company had U.S. dollar borrowings of $564.5 million outstanding under the February 2019 Credit Facility with an interest rate of 7.428% (one month SOFR of 5.328%), borrowings denominated in Swedish krona of 12.8kr million ($1.2 million U.S. dollars) with an interest rate of 5.875% (one month STIBOR of 3.875%), borrowings denominated in British pounds sterling of £68.6 million ($83.7 million U.S. dollars) with an interest rate of 7.218% (one month SONIA of 5.218%) and borrowings denominated in Euros of €138.6 million ($146.7 million U.S. dollars) with an interest rate of 5.750% (one month EURIBOR of 3.750%). The borrowings denominated in foreign currencies were translated into U.S. dollars based on the spot rate at the relevant balance sheet date. The impact resulting from changes in foreign exchange rates on the February 2019 Credit Facility borrowings is included in “Net unrealized appreciation (depreciation) - foreign currency transactions” in the Company’s Unaudited Consolidated Statements of Operations.
As of December 31, 2022, the Company had U.S. dollar borrowings of $497.5 million outstanding under the February 2019 Credit Facility with an interest rate of 6.324% (one month LIBOR of 4.224%), borrowings denominated in Swedish krona of 12.8kr million ($1.2 million U.S. dollars) with an interest rate of 4.375% (one month STIBOR of 2.375%), borrowings denominated in British pounds sterling of £68.6 million ($82.5 million U.S. dollars) with an interest rate of 4.960% (one month SONIA of 2.960%) and borrowings denominated in Euros of €138.6 million ($147.9 million U.S. dollars) with an interest rate of 3.625% (one month EURIBOR of 1.625%). The borrowings denominated in foreign currencies were translated into U.S. dollars based on the spot rate at the relevant balance sheet date. The impact resulting from changes in foreign exchange rates on the February 2019 Credit Facility borrowings is included in “Net unrealized appreciation (depreciation) - foreign currency transactions” in the Company’s Consolidated Statements of Operations.
As of September 30, 2023 and December 31, 2022, the total fair value of the borrowings outstanding under the February 2019 Credit Facility was $796.1 million and $729.1 million, respectively. The fair values of the borrowings outstanding under the February 2019 Credit Facility are based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.
August 2025 Notes
On August 3, 2020, the Company entered into a Note Purchase Agreement (the “August 2020 NPA”) with Massachusetts Mutual Life Insurance Company governing the issuance of (1) $50.0 million in aggregate principal amount of Series A senior unsecured notes due August 2025 (the “Series A Notes due 2025”) with a fixed interest rate of 4.66% per year, and (2) up to $50.0 million in aggregate principal amount of additional senior unsecured notes due August 2025 with a fixed interest rate per year to be determined (the “Additional Notes” and, collectively with the Series A Notes due 2025, the “August 2025 Notes”), in each case, to qualified institutional investors in a private placement. An aggregate principal amount of $25.0 million of the Series A Notes due 2025 were issued on September 24, 2020 and an aggregate principal amount of $25.0 million of the Series A Notes due 2025 were issued on September 29, 2020, both of which will mature on August 4, 2025 unless redeemed,
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purchased or prepaid prior to such date by the Company in accordance with their terms. Interest on the August 2025 Notes is due semiannually in March and September, beginning in March 2021. In addition, the Company is obligated to offer to repay the August 2025 Notes at par (plus accrued and unpaid interest to, but not including, the date of prepayment) if certain change in control events occur. Subject to the terms of the August 2020 NPA, the Company may redeem the August 2025 Notes in whole or in part at any time or from time to time at the Company’s option at par plus accrued interest to the prepayment date and, if redeemed on or before November 3, 2024, a make-whole premium. The August 2025 Notes are guaranteed by certain of the Company’s subsidiaries, and are the Company’s general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company.
The Company’s permitted issuance period for the Additional Notes under the August 2020 NPA expired on February 3, 2022, prior to which date the Company issued no Additional Notes.
The August 2020 NPA contains certain representations and warranties, and various covenants and reporting requirements customary for senior unsecured notes issued in a private placement, including, without limitation, affirmative and negative covenants such as information reporting, maintenance of the Company’s status as a BDC within the meaning of the 1940 Act, certain restrictions with respect to transactions with affiliates, fundamental changes, changes of line of business, permitted liens, investments and restricted payments, minimum shareholders’ equity, maximum net debt to equity ratio and minimum asset coverage ratio. The August 2020 NPA also contains customary events of default with customary cure and notice periods, including, without limitation, nonpayment, incorrect representation in any material respect, breach of covenant, cross-default under our other indebtedness or that of our subsidiary guarantors, certain judgements and orders, and certain events of bankruptcy. Upon the occurrence of an event of default, the holders of at least 66-2/3% in principal amount of the August 2025 Notes at the time outstanding may declare all August 2025 Notes then outstanding to be immediately due and payable. As of September 30, 2023, the Company was in compliance with all covenants under the August 2020 NPA.
The August 2025 Notes were offered in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The August 2025 Notes have not and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, as applicable.
As of September 30, 2023 and December 31, 2022, the fair value of the outstanding August 2025 Notes was $47.0 million and $46.1 million, respectively. The fair value determination of the August 2025 Notes was based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.
November Notes
On November 4, 2020, the Company entered into a Note Purchase Agreement (the “November 2020 NPA”) governing the issuance of (1) $62.5 million in aggregate principal amount of Series B senior unsecured notes due November 2025 (the “Series B Notes”) with a fixed interest rate of 4.25% per year and (2) $112.5 million in aggregate principal amount of Series C senior unsecured notes due November 2027 (the “Series C Notes” and, collectively with the Series B Notes, the “November Notes”) with a fixed interest rate of 4.75% per year, in each case, to qualified institutional investors in a private placement. Each stated interest rate is subject to a step up of (x) 0.75% per year, to the extent the applicable November Notes do not satisfy certain investment grade conditions and/or (y) 1.50% per year, to the extent the ratio of the Company’s secured debt to total assets exceeds specified thresholds, measured as of each fiscal quarter end. The November Notes were delivered and paid for on November 5, 2020. The Series B Notes will mature on November 4, 2025, and the Series C Notes will mature on November 4, 2027 unless redeemed, purchased or prepaid prior to such date by the Company in accordance with their terms. Interest on the November Notes is due semiannually in May and November, beginning in May 2021. In addition, the Company is obligated to offer to repay the November Notes at par (plus accrued and unpaid interest to, but not including, the date of prepayment) if certain change in control events occur. Subject to the terms of the November 2020 NPA, the Company may redeem the Series B Notes and the Series C Notes in whole or in part at any time or from time to time at the Company’s option at par plus accrued interest to the prepayment date and, if redeemed on or before May 4, 2025, with respect to the Series B Notes, or on or before May 4, 2027, with respect to the Series C Notes, a make-whole premium. The November Notes are guaranteed by certain of the Company’s subsidiaries, and are the Company’s general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company.
The November 2020 NPA contains certain representations and warranties, and various covenants and reporting requirements customary for senior unsecured notes issued in a private placement, including, without limitation, affirmative and negative covenants such as information reporting, maintenance of the Company’s status as a BDC within the meaning of the 1940 Act, certain restrictions with respect to transactions with affiliates, fundamental changes, changes of line of business, permitted liens, investments and restricted payments, minimum shareholders’ equity, maximum net debt to equity ratio and minimum asset coverage ratio. The November 2020 NPA also contains customary events of default with customary cure and
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Notes to Unaudited Consolidated Financial Statements — (Continued)
notice periods, including, without limitation, nonpayment, incorrect representation in any material respect, breach of covenant, cross-default under our other indebtedness or that of our subsidiary guarantors, certain judgements and orders, and certain events of bankruptcy. Upon the occurrence of an event of default, the holders of at least 66-2/3% in principal amount of the November Notes at the time outstanding may declare all November Notes then outstanding to be immediately due and payable. As of September 30, 2023, the Company was in compliance with all covenants under the November 2020 NPA.
The November Notes were offered in reliance on Section 4(a)(2) of the Securities Act. The November Notes have not and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, as applicable.
As of September 30, 2023 and December 31, 2022, the fair value of the outstanding Series B Notes was $57.3 million and $56.8 million, respectively. As of September 30, 2023 and December 31, 2022, the fair value of the outstanding Series C Notes was $98.0 million and $97.7 million, respectively. The fair value determinations of the Series B Notes and Series C Notes were based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.
February Notes
On February 25, 2021, the Company entered into a Note Purchase Agreement (the “February 2021 NPA”) governing the issuance of (1) $80.0 million in aggregate principal amount of Series D senior unsecured notes due February 26, 2026 (the “Series D Notes”) with a fixed interest rate of 3.41% per year and (2) $70.0 million in aggregate principal amount of Series E senior unsecured notes due February 26, 2028 (the “Series E Notes” and, collectively with the Series D Notes, the “February Notes”) with a fixed interest rate of 4.06% per year, in each case, to qualified institutional investors in a private placement. Each stated interest rate is subject to a step up of (x) 0.75% per year, to the extent the applicable February Notes do not satisfy certain investment grade rating conditions and/or (y) 1.50% per year, to the extent the ratio of the Company’s secured debt to total assets exceeds specified thresholds, measured as of each fiscal quarter end. The February Notes were delivered and paid for on February 26, 2021.
The Series D Notes will mature on February 26, 2026, and the Series E Notes will mature on February 26, 2028 unless redeemed, purchased or prepaid prior to such date by the Company in accordance with the terms of the February 2021 NPA. Interest on the February Notes is due semiannually in February and August of each year, beginning in August 2021. In addition, the Company is obligated to offer to repay the February Notes at par (plus accrued and unpaid interest to, but not including, the date of prepayment) if certain change in control events occur. Subject to the terms of the February 2021 NPA, the Company may redeem the Series D Notes and the Series E Notes in whole or in part at any time or from time to time at the Company’s option at par plus accrued interest to the prepayment date and, if redeemed on or before August 26, 2025, with respect to the Series D Notes, or on or before August 26, 2027, with respect to the Series E Notes, a make-whole premium. The February Notes are guaranteed by certain of the Company’s subsidiaries, and are the Company’s general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company.
The February 2021 NPA contains certain representations and warranties, and various covenants and reporting requirements customary for senior unsecured notes issued in a private placement , including, without limitation, information reporting, maintenance of the Company’s status as a BDC within the meaning of the 1940 Act, and certain restrictions with respect to transactions with affiliates, fundamental changes, changes of line of business, permitted liens, investments and restricted payments. In addition, the February 2021 NPA contains the following financial covenants: (a) maintaining a minimum obligors’ net worth, measured as of each fiscal quarter end; (b) not permitting the Company’s asset coverage ratio, as of the date of the incurrence of any debt for borrowed money or the making of any cash dividend to shareholders, to be less than the statutory minimum then applicable to the Company under the 1940 Act; and (c) not permitting the Company’s net debt to equity ratio to exceed 2.0x, measured as of each fiscal quarter end.
The February 2021 NPA also contains customary events of default with customary cure and notice periods, including, without limitation, nonpayment, incorrect representation in any material respect, breach of covenant, cross-default under other indebtedness or that of the Company’s subsidiary guarantors, certain judgements and orders, and certain events of bankruptcy. Upon the occurrence of certain events of default, the holders of at least 66-2/3% in principal amount of the February Notes at the time outstanding may declare all February Notes then outstanding to be immediately due and payable. As of September 30, 2023, the Company was in compliance with all covenants under the February 2021 NPA.
The February Notes were offered in reliance on Section 4(a)(2) of the Securities Act. The February Notes have not and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, as applicable.
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Notes to Unaudited Consolidated Financial Statements — (Continued)
As of September 30, 2023 and December 31, 2022, the fair value of the outstanding Series D Notes was $71.7 million and $69.6 million, respectively. As of September 30, 2023 and December 31, 2022, the fair value of the outstanding Series E Notes was $59.1 million and $57.8 million, respectively. The fair value determinations of the Series D Notes and Series E Notes were based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.
November 2026 Notes
On November 23, 2021, the Company and U.S. Bank Trust Company, National Association (the “Trustee”) entered into an Indenture (the “Base Indenture”) and a First Supplemental Indenture (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). The First Supplemental Indenture relates to the Company’s issuance of $350.0 million aggregate principal amount of its 3.300% notes due 2026 (the “November 2026 Notes”).

The November 2026 Notes will mature on November 23, 2026 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the Indenture. The November 2026 Notes bear interest at a rate of 3.300% per year payable semi-annually on May 23 and November 23 of each year, commencing on May 23, 2022. The November 2026 Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the November 2026 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.
The Indenture contains certain covenants, including covenants requiring the Company to comply with the asset coverage requirements of Section 18(a)(1)(A) as modified by Sections 61(a)(1) and (2) of the 1940 Act, whether or not it is subject to those requirements, and to provide financial information to the holders of the November 2026 Notes and the Trustee if the Company is no longer subject to the reporting requirements under the Exchange Act. These covenants are subject to important limitations and exceptions that are described in the Indenture.
In addition, on the occurrence of a “change of control repurchase event,” as defined in the Indenture, the Company will generally be required to make an offer to purchase the outstanding November 2026 Notes at a price equal to 100% of the principal amount of such November 2026 Notes plus accrued and unpaid interest to the repurchase date.
The November 2026 Notes were offered to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to certain non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act. Concurrent with the closing of November 2026 Notes offering, the Company entered into a registration rights agreement for the benefit of the purchasers of the November 2026 Notes. Pursuant to the terms of this registration rights agreement, the Company filed a registration statement on Form N-14 with the SEC, which was subsequently declared effective, to permit electing holders of the November 2026 Notes to exchange all of their outstanding restricted November 2026 Notes for an equal aggregate principal amount of new November 2026 Notes (the “Exchange Notes”). The Exchange Notes have terms substantially identical to the terms of the November 2026 Notes, except that the Exchange Notes are registered under the Securities Act, and certain transfer restrictions, registration rights, and additional interest provisions relating to the November 2026 Notes do not apply to the Exchange Notes.
As of September 30, 2023 and December 31, 2022, the fair value of the outstanding November 2026 Notes was $298.4 million and $294.6 million, respectively. The fair value determinations of the November 2026 Notes were based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.
6. DERIVATIVE INSTRUMENTS
MVC Credit Support Agreement
In connection with the MVC Acquisition on December 23, 2020, promptly following the closing of the Company’s merger with MVC, the Company and the Adviser entered into the MVC Credit Support Agreement, pursuant to which the Adviser has agreed to provide credit support to the Company in the amount of up to $23.0 million relating to the net cumulative realized and unrealized losses on the acquired MVC investment portfolio over a 10-year period. See “Note 2 – Agreements and Related Party Transactions” for additional information regarding the MVC Credit Support Agreement. Net unrealized
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Notes to Unaudited Consolidated Financial Statements — (Continued)
appreciation or depreciation on the MVC Credit Support Agreement is included in “Net unrealized appreciation (depreciation) - credit support agreements” in the Company’s Unaudited Consolidated Statements of Operations.
The following tables present the fair value and aggregate unrealized appreciation (depreciation) of the MVC Credit Support Agreement as of September 30, 2023 and December 31, 2022:
As of September 30, 2023
Description
($ in thousands)
CounterpartySettlement DateNotional AmountValueUnrealized Appreciation (Depreciation)
MVC Credit Support AgreementBarings LLC01/01/31$23,000 $16,800 $3,200 
Total MVC Credit Support Agreement$3,200 
As of December 31, 2022
Description
($ in thousands)
CounterpartySettlement DateNotional AmountValueUnrealized Appreciation (Depreciation)
MVC Credit Support AgreementBarings LLC01/01/31$23,000 $12,386 $(1,214)
Total MVC Credit Support Agreement$(1,214)
As of September 30, 2023 and December 31, 2022, the fair value of the MVC Credit Support Agreement was $16.8 million and $12.4 million, respectively, and is included in “Credit support agreements” in the accompanying Unaudited and Audited Consolidated Balance Sheets. The fair value of the MVC Credit Support Agreement was determined based on an income approach, with the primary inputs being the discount rate and the expected time until an exit event for each portfolio company in the MVC Reference Portfolio, which are all Level 3 inputs.
The following tables summarize the significant unobservable inputs the Adviser used in the valuation of the Company’s Level 3 MVC Credit Support Agreement as of September 30, 2023 and December 31, 2022. The average range of unobservable inputs is based on fair value of the MVC Credit Support Agreement.
September 30, 2023:
($ in thousands)
Fair ValueValuation
Model
Level 3
Input
Range of
Inputs
 
Average
Impact to Valuation from an Increase in Input
MVC Credit Support Agreement$16,800 Income ApproachDiscount Rate7.0% - 8.0%7.5%Decrease
Time Until Exit (years)2.8 - 5.84.3Decrease
December 31, 2022:
($ in thousands)
Fair ValueValuation
Model
Level 3
Input
Range of
Inputs
 
Average
Impact to Valuation from an Increase in Input
MVC Credit Support Agreement$12,386 Income ApproachDiscount Rate7.1% - 8.1%7.6%Decrease
Sierra Credit Support Agreement
In connection with the Sierra Merger on February 25, 2022, promptly following the closing of the Company’s merger with Sierra, the Company and the Adviser entered into the Sierra Credit Support Agreement, pursuant to which the Adviser has agreed to provide credit support to the Company in the amount of up to $100.0 million relating to the net cumulative realized and unrealized losses on the acquired Sierra investment portfolio over a 10-year period. See “Note 2 – Agreements and Related Party Transactions” for additional information regarding the Sierra Credit Support Agreement. Net unrealized appreciation or depreciation on the Sierra Credit Support Agreement is included in “Net unrealized appreciation (depreciation) - credit support agreements” in the Company’s Unaudited Consolidated Statements of Operations.

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Notes to Unaudited Consolidated Financial Statements — (Continued)
The following tables present the fair value and aggregate unrealized appreciation (depreciation) of the Sierra Credit Support Agreement as of September 30, 2023 and December 31, 2022:
As of September 30, 2023
Description
($ in thousands)
CounterpartySettlement DateNotional AmountValueUnrealized Appreciation (Depreciation)
Sierra Credit Support AgreementBarings LLC04/01/32$100,000 $37,400 $(7,000)
Total Sierra Credit Support Agreement$(7,000)
As of December 31, 2022
Description
($ in thousands)
CounterpartySettlement DateNotional AmountValueUnrealized Appreciation (Depreciation)
Sierra Credit Support AgreementBarings LLC04/01/32$100,000 $40,700 $(3,700)
Total Sierra Credit Support Agreement$(3,700)
As of September 30, 2023 and December 31, 2022, the fair value of the Sierra Credit Support Agreement was $37.4 million and $40.7 million, respectively, and is included in “Credit support agreements” in the accompanying Unaudited and Audited Consolidated Balance Sheets. The fair value of the Sierra Credit Support Agreement was determined based on a simulation analysis, with the primary inputs being the enterprise value, a measure of expected asset volatility, the expected time until an exit event for each portfolio company in the Sierra Reference Portfolio, the Discount Rate and the Recovery Rate, which are all Level 3 inputs.
The following tables summarize the significant unobservable inputs the Adviser used in the valuation of the Company’s Level 3 Sierra Credit Support Agreement as of September 30, 2023 and December 31, 2022. The average range of unobservable inputs is based on fair value of the Sierra Credit Support Agreement.
September 30, 2023:
($ in thousands)
Fair ValueValuation
Model
Level 3
Input
Range of
Inputs
 
Average
Impact to Valuation from an Increase in Input
Sierra Credit Support Agreement$37,400 Simulation AnalysisEnterprise Value$91 - $150,800$75,446Decrease
Asset Volatility35.0% - 70.0%52.5%Increase
Time Until Exit (years)0.0 - 8.34.2Decrease
Discount Rate7.1%7.1%Decrease
Recovery Rate0.0% - 70.0%35.0%Decrease
December 31, 2022:
($ in thousands)
Fair ValueValuation
Model
Level 3
Input
Range of
Inputs
 
Average
Impact to Valuation from an Increase in Input
Sierra Credit Support Agreement$40,700 Simulation AnalysisEnterprise Value$100 - $403,500$201,800Decrease
Asset Volatility37.5% - 70.0%53.8%Increase
Time Until Exit (years)0.0 - 9.14.6Decrease
Recovery Rate0.0% - 70.0%35.0%Decrease
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Foreign Currency Forward Contracts
The Company enters into forward currency contracts from time to time to primarily help mitigate the impact that an adverse change in foreign exchange rates would have on net interest income from the Company’s investments and related borrowings denominated in foreign currencies. Forward currency contracts are considered undesignated derivative instruments.
The following tables present the Company’s foreign currency forward contracts as of September 30, 2023 and December 31, 2022:
As of September 30, 2023
Description
($ in thousands)
Notional Amount to be PurchasedNotional Amount to be SoldMaturity DateGross Amount of Recognized Assets (Liabilities)Balance Sheet Location of Net Amounts
Foreign currency forward contract (AUD)A$4,471$3,03510/10/23$(149)Derivative liabilities
Foreign currency forward contract (AUD)A$2,000$1,28110/10/2310 Derivative assets
Foreign currency forward contract (AUD)$47,086A$70,29810/10/231,706 Derivative assets
Foreign currency forward contract (CAD)$7,011C$9,22910/10/23184 Derivative assets
Foreign currency forward contract (CAD)$130C$17610/10/23— Derivative assets
Foreign currency forward contract (DKK)$1389kr.10/10/23— Derivative assets
Foreign currency forward contract (DKK)$3422,312kr.10/10/2314 Derivative assets
Foreign currency forward contract (EUR)€5,000$5,28910/10/23Derivative assets
Foreign currency forward contract (EUR)€2,000$2,20310/10/23(85)Derivative liabilities
Foreign currency forward contract (EUR)$86,143€78,16210/10/233,366 Derivative assets
Foreign currency forward contract (NZD)$8,491NZ$13,78010/10/23212 Derivative assets
Foreign currency forward contract (NZD)$160NZ$25710/10/23Derivative assets
Foreign currency forward contract (NOK)$3,918kr42,01910/10/23(32)Derivative liabilities
Foreign currency forward contract (GBP)£4,000$4,87910/02/23Derivative assets
Foreign currency forward contract (GBP)£1,000$1,21610/10/23Derivative assets
Foreign currency forward contract (GBP)$52,028£41,01910/10/231,960 Derivative assets
Foreign currency forward contract (GBP)$1,464£1,20010/10/23— Derivative liabilities
Foreign currency forward contract (GBP)$8,965£6,97610/10/23450 Derivative assets
Foreign currency forward contract (GBP)$3,152£2,50010/10/23101Derivative assets
Foreign currency forward contract (SEK)$2262,407kr10/10/23Derivative assets
Foreign currency forward contract (CHF)$7968Fr.10/10/23Derivative assets
Foreign currency forward contract (CHF)$5,6905,031Fr.10/10/23187 Derivative assets
Foreign currency forward contract (CHF)$305260Fr.10/10/2321 Derivative assets
Total$7,974 

105

Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
As of December 31, 2022
Description
($ in thousands)
Notional Amount to be PurchasedNotional Amount to be SoldMaturity DateGross Amount of Recognized Assets (Liabilities)Balance Sheet Location of Net Amounts
Foreign currency forward contract (AUD)A$72,553$48,70101/09/23$511 Derivative assets
Foreign currency forward contract (AUD)$47,177A$72,55301/09/23(2,035)Derivative liabilities
Foreign currency forward contract (AUD)$47,055A$69,91904/11/23(548)Derivative liabilities
Foreign currency forward contract (CAD)C$225$16501/09/23Derivative assets
Foreign currency forward contract (CAD)C$9,285$6,81901/09/2334 Derivative assets
Foreign currency forward contract (CAD)$4,578C$6,20701/09/23(3)Derivative liabilities
Foreign currency forward contract (CAD)$2,415C$3,30301/09/23(22)Derivative liabilities
Foreign currency forward contract (CAD)$6,865C$9,33904/11/23(34)Derivative liabilities
Foreign currency forward contract (DKK)2,260kr.$32301/09/23Derivative assets
Foreign currency forward contract (DKK)$3002,260kr.01/09/23(24)Derivative liabilities
Foreign currency forward contract (DKK)$3292,290kr.04/11/23(2)Derivative liabilities
Foreign currency forward contract (EUR)€106,443$113,10101/09/23541 Derivative assets
Foreign currency forward contract (EUR)€1,511$1,50001/09/23113 Derivative assets
Foreign currency forward contract (EUR)$106,563€107,95401/09/23(8,692)Derivative liabilities
Foreign currency forward contract (EUR)$109,735€102,64904/11/23(547)Derivative liabilities
Foreign currency forward contract (NZD)NZ$4,000$2,58101/09/23(51)Derivative liabilities
Foreign currency forward contract (NZD)NZ$15,175$9,53801/09/2360 Derivative assets
Foreign currency forward contract (NZD)$208NZ$35101/09/23(14)Derivative liabilities
Foreign currency forward contract (NZD)$10,767NZ$18,82401/09/23(1,139)Derivative liabilities
Foreign currency forward contract (NZD)$9,644NZ$15,33304/11/23(62)Derivative liabilities
Foreign currency forward contract (NOK)kr37,773$3,83501/09/23— Derivative liabilities
Foreign currency forward contract (NOK)$3,538kr37,77301/09/23(297)Derivative liabilities
Foreign currency forward contract (NOK)$4,050kr39,73204/11/23(1)Derivative liabilities
Foreign currency forward contract (GBP)£37,951$45,89801/09/23(240)Derivative liabilities
Foreign currency forward contract (GBP)$39,500£34,95101/09/23(2,549)Derivative liabilities
Foreign currency forward contract (GBP)$3,396£3,00001/09/23(213)Derivative liabilities
Foreign currency forward contract (GBP)$47,147£38,89904/11/23243 Derivative assets
Foreign currency forward contract (SEK)2,182kr.$21001/09/23— Derivative liabilities
Foreign currency forward contract (SEK)$1972,182kr.01/09/23(13)Derivative liabilities
Foreign currency forward contract (SEK)$2172,247kr.04/11/23— Derivative assets
Foreign currency forward contract (CHF)3,803Fr.$4,11001/09/23Derivative assets
Foreign currency forward contract (CHF)$618600Fr.01/09/23(31)Derivative liabilities
Foreign currency forward contract (CHF)$3,3053,203Fr.01/09/23(158)Derivative liabilities
Foreign currency forward contract (CHF)$4,1943,841Fr.04/11/23(2)Derivative liabilities
Total$(15,169)
As of September 30, 2023 and December 31, 2022, the total fair value of the Company’s foreign currency forward contracts was $8.0 million and $(15.2) million, respectively. The fair values of the Company’s foreign currency forward contracts are based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
7. COMMITMENTS AND CONTINGENCIES
In the normal course of business, the Company is party to financial instruments with off-balance sheet risk, consisting primarily of unused commitments to extend financing to the Company’s portfolio companies. Since commitments may expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements. As of September 30, 2023, the Company believed that it had adequate financial resources to satisfy its unfunded commitments. The balances of unused commitments to extend financing as of September 30, 2023 and December 31, 2022 were as follows:
Portfolio Company
($ in thousands)
Investment TypeSeptember 30, 2023December 31, 2022
1888 Industrial Services, LLC(1)(2)Revolver$15 $— 
Accurus Aerospace Corporation(1)(2)Revolver519 1,152 
106

Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
Portfolio Company
($ in thousands)
Investment TypeSeptember 30, 2023December 31, 2022
Adhefin International(1)(2)(3)Delayed Draw Term Loan402 — 
Air Comm Corporation, LLC(1)(2)Delayed Draw Term Loan1,549 — 
AlliA Insurance Brokers NV(1)(2)(3)Delayed Draw Term Loan1,707 — 
Americo Chemical Products, LLC(1)(2)Revolver470 — 
Amtech LLC(1)Delayed Draw Term Loan764 1,527 
Amtech LLC(1)Revolver477 545 
AnalytiChem Holding GmbH(1)(2)(3)Bridge Revolver364 366 
APC1 Holding(1)(3)Delayed Draw Term Loan— 354 
Aquavista Watersides 2 LTD(1)(2)(4)Capex / Acquisition Facility2,127 2,543 
Arc Education(1)(3)Delayed Draw Term Loan1,444 1,900 
Argus Bidco Limited(1)(2)(4)CAF Term Loan518 789 
Argus Bidco Limited(1)(2)(4)RCF Bridge Term Loan— 168 
ASC Communications, LLC(1)Revolver1,089 1,089 
Astra Bidco Limited(1)(2)(4)Delayed Draw Term Loan578 876 
ATL II MRO Holdings, Inc.(1)Revolver1,667 1,667 
Avance Clinical Bidco Pty Ltd(1)(2)(5)Delayed Draw Term Loan1,233 1,295 
Azalea Buyer, Inc.(1)(2)Delayed Draw Term Loan644 962 
Azalea Buyer, Inc.(1)(2)Revolver481 481 
Bariacum S.A(1)(2)(3)Acquisition Facility953 2,028 
Beyond Risk Management, Inc.(1)(2)Delayed Draw Term Loan2,423 2,423 
Biolam Group(1)(2)(3)Delayed Draw Term Loan639 4,783 
Black Angus Steakhouses, LLC(1)Delayed Draw Term Loan— 417 
Bounteous, Inc.(1)(2)Delayed Draw Term Loan2,840 2,840 
Brightpay Limited(1)(2)(3)Delayed Draw Term Loan134 135 
BrightSign LLC(1)(2)Revolver443 1,329 
CAi Software, LLC(1)(2)Revolver943 943 
Canadian Orthodontic Partners Corp.(1)(2)(6)Delayed Draw Term Loan— 110 
Catawba River Limited(1)(2)(4)Structured Junior Note12,800 12,635 
Centralis Finco S.a.r.l.(1)(3)Incremental CAF Term Loan— 1,028 
CGI Parent, LLC(1)(2)Revolver1,653 1,653 
Classic Collision (Summit Buyer, LLC)(1)Delayed Draw Term Loan— 78 
Classic Collision (Summit Buyer, LLC)(1)(2)Delayed Draw Term Loan3,155 — 
Comply365, LLC(1)Revolver1,100 935 
Coyo Uprising GmbH(1)(2)(3)Delayed Draw Term Loan416 419 
CSL Dualcom(1)(4)Capex / Acquisition Term Loan144 142 
DataServ Integrations, LLC(1)Revolver481 481 
DecksDirect, LLC(1)(2)Revolver381 218 
DISA Holdings Corp.(1)Delayed Draw Term Loan1,287 1,368 
DISA Holdings Corp.(1)Revolver364 416 
DreamStart Bidco SAS (d/b/a SmartTrade)(1)(2)(3)Acquisition Facility— 579 
Dune Group(1)(2)(3)Delayed Draw Term Loan420 624 
Dwyer Instruments, Inc.(1)Delayed Draw Term Loan5,164 5,164 
Eclipse Business Capital, LLC(1)Revolver18,000 17,455 
EMI Porta Holdco LLC(1)(2)Delayed Draw Term Loan9,272 9,272 
EMI Porta Holdco LLC(1)(2)Revolver706 1,471 
EPS NASS Parent, Inc.(1)Delayed Draw Term Loan— 257 
eShipping, LLC(1)Delayed Draw Term Loan869 1,650 
107

Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
Portfolio Company
($ in thousands)
Investment TypeSeptember 30, 2023December 31, 2022
eShipping, LLC(1)Revolver1,486 1,486 
Eurofins Digital Testing International LUX Holding SARL(1)(2)(3)Delayed Draw Term Loan2,618 2,639 
Eurofins Digital Testing International LUX Holding SARL(1)(2)(3)Delayed Draw Term Loan524 528 
Events Software BidCo Pty Ltd(1)(2)Delayed Draw Term Loan620 640 
Express Wash Acquisition Company, LLC(1)Revolver115 115 
F24 (Stairway BidCo GmbH)(1)(2)(3)Acquisition Term Loan— 246 
Faraday(1)(2)(3)Delayed Draw Term Loan949 — 
Fineline Technologies, Inc.(1)Delayed Draw Term Loan— 180 
Finexvet(1)(2)(3)Delayed Draw Term Loan623 — 
Footco 40 Limited(1)(2)(4)Delayed Draw Term Loan502 766 
Fortis Payment Systems, LLC(1)Delayed Draw Term Loan210 925 
FragilePak LLC(1)Delayed Draw Term Loan— 2,354 
Front Line Power Construction LLC(1)(2)Delayed Draw Term Loan95 — 
GB Eagle Buyer, Inc.(1)(2)Revolver2,581 2,581 
Global Academic Group Limited(1)(2)(7)Term Loan393 451 
GPNZ II GmbH(1)(2)(3)CAF Term Loan— 560 
GPNZ II GmbH(1)(2)(3)Term Loan59 — 
Greenhill II BV(1)(3)Capex Acquisition Facility115 255 
Groupe Product Life(1)(3)Delayed Draw Term Loan— 441 
Gusto Aus BidCo Pty Ltd(1)(5)Delayed Draw Term Loan212 223 
HeartHealth Bidco Pty Ltd(1)(5)Delayed Draw Term Loan290 313 
Heartland Veterinary Partners, LLC(1)Delayed Draw Term Loan— 267 
Heavy Construction Systems Specialists, LLC(1)Revolver2,632 2,632 
HEKA Invest(1)(3)Delayed Draw Term Loan551 555 
HemaSource, Inc.(1)(2)Revolver1,804 — 
HTI Technology & Industries(1)Delayed Draw Term Loan2,045 2,045 
HTI Technology & Industries(1)Revolver1,364 1,364 
HW Holdco, LLC (Hanley Wood LLC)(1)Delayed Draw Term Loan— 913 
Innovad Group II BV(1)(2)(3)Delayed Draw Term Loan255 1,261 
INOS 19-090 GmbH(1)(2)(3)Acquisition Facility1,794 2,380 
Interstellar Group B.V.(1)(3)Delayed Draw Term Loan748 1,310 
Interstellar Group B.V.(1)(3)Delayed Draw Term Loan55 55 
Isolstar Holding NV (IPCOM)(1)(3)Delayed Draw Term Loan738 744 
ITI Intermodal, Inc.(1)(2)Delayed Draw Term Loan— 103 
ITI Intermodal, Inc.(1)Revolver1,207 118 
Jaguar Merger Sub Inc.(1)Delayed Draw Term Loan— 422 
Jaguar Merger Sub Inc.(1)Revolver— 490 
Jocassee Partners LLCJoint Venture65,000 65,000 
Jon Bidco Limited(1)(2)(7)Capex & Acquisition Facility1,068 1,441 
Jones Fish Hatcheries & Distributors LLC(1)(2)Revolver418 418 
Kano Laboratories LLC(1)Delayed Draw Term Loan153 153 
Kano Laboratories LLC(1)Delayed Draw Term Loan2,830 2,830 
Kemmerer Operations LLC(1)Delayed Draw Term Loan— 908 
Lambir Bidco Limited(1)(2)(3)Delayed Draw Term Loan600 1,766 
Lattice Group Holdings Bidco Limited(1)(2)Delayed Draw Term Loan255 298 
Lattice Group Holdings Bidco Limited(1)(2)Revolver18 — 
108

Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
Portfolio Company
($ in thousands)
Investment TypeSeptember 30, 2023December 31, 2022
LeadsOnline, LLC(1)(2)Revolver2,603 2,603 
Lifestyle Intermediate II, LLC(1)(2)Revolver2,500 2,500 
LivTech Purchaser, Inc.(1)(2)Delayed Draw Term Loan— 138 
Marmoutier Holding B.V.(1)(2)(3)Delayed Draw Term Loan24 24 
Marmoutier Holding B.V.(1)(2)(3)Revolver104 106 
Marshall Excelsior Co.(1)(2)Revolver551 413 
MC Group Ventures Corporation(1)Delayed Draw Term Loan276 296 
Mercell Holding AS(1)(2)(8)Capex Acquisition Facility738 797 
Modern Star Holdings Bidco Pty Limited(1)(2)(5)Term Loan922 968 
Moonlight Bidco Limited(1)(2)(4)Delayed Draw Term Loan538 — 
Murphy Midco Limited(1)(2)(4)Delayed Draw Term Loan357 407 
Narda Acquisitionco., Inc.(1)Revolver1,311 1,180 
NAW Buyer LLC(1)(2)Delayed Draw Term Loan7,576 — 
NAW Buyer LLC(1)(2)Revolver1,894 — 
NeoxCo(1)(2)(3)Delayed Draw Term Loan476 — 
Nexus Underwriting Management Limited(1)(2)(4)Acquisition Facility250 443 
Nexus Underwriting Management Limited(1)(2)(4)Revolver93 — 
NF Holdco, LLC(1)Revolver663 — 
Novotech Aus Bidco Pty Ltd(1)Capex & Acquisition Facility809 809 
NPM Investments 28 BV(1)(3)Delayed Draw Term Loan459 463 
OA Buyer, Inc.(1)Revolver1,331 1,331 
OAC Holdings I Corp(1)(2)Revolver1,370 607 
Omni Intermediate Holdings, LLC(1)(2)Delayed Draw Term Loan— 2,289 
OSP Hamilton Purchaser, LLC(1)(2)Revolver440 187 
PDQ.Com Corporation(1)Delayed Draw Term Loan5,582 6,885 
Polara Enterprises, L.L.C.(1)Revolver545 545 
Premium Invest(1)(2)(3)Delayed Draw Term Loan2,859 2,882 
Process Insights Acquisition, Inc.(1)(2)Delayed Draw Term Loan935 — 
Process Insights Acquisition, Inc.(1)(2)Revolver1,014 — 
ProfitOptics, LLC(1)(2)Revolver290 484 
Protego Bidco B.V.(1)(2)(3)Delayed Draw Term Loan629 792 
PSP Intermediate 4, LLC(1)(2)(3)Delayed Draw Term Loan721 727 
Qualified Industries, LLC(1)Revolver242 — 
R1 Holdings, LLC(1)Delayed Draw Term Loan1,820 2,623 
R1 Holdings, LLC(1)Revolver1,947 1,601 
RA Outdoors, LLC(1)(2)Revolver747 1,235 
Randys Holdings, Inc.(1)(2)Delayed Draw Term Loan4,412 4,412 
Randys Holdings, Inc.(1)(2)Revolver1,326 1,571 
Rep Seko Merger Sub LLC(1)Delayed Draw Term Loan— 725 
Reward Gateway (UK) Ltd(1)(2)(4)Acquisition Facility— 600 
Rhondda Financing No. 1 DAC(1)(2)(4)Structured Junior Note10,159 — 
Rocade Holdings LLC(1)(2)Preferred Equity30,000 — 
Rock Labor, LLC(1)(2)Revolver1,103 — 
Royal Buyer, LLC(1)Revolver1,340 1,340 
Royal Buyer, LLC(1)Delayed Draw Term Loan1,353 2,209 
RTIC Subsidiary Holdings, LLC(1)(2)Revolver1,905 2,381 
Sanoptis S.A.R.L.(1)(3)Acquisition Capex Facility15 1,751 
109

Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
Portfolio Company
($ in thousands)
Investment TypeSeptember 30, 2023December 31, 2022
Sanoptis S.A.R.L.(1)(3)CAF Term Loan1,598 — 
SBP Holdings LP(1)Delayed Draw Term Loan788 — 
SBP Holdings LP(1)Revolver1,065 — 
Scaled Agile, Inc.(1)(2)Delayed Draw Term Loan331 416 
Scaled Agile, Inc.(1)(2)Revolver336 336 
Scout Bidco B.V.(1)(3)Delayed Draw Term Loan— 2,270 
Scout Bidco B.V.(1)(2)(3)Revolver1,022 1,030 
Security Holdings B.V.(1)(2)(3)Delayed Draw Term Loan2,118 2,134 
Security Holdings B.V.(1)(2)(3)Revolver1,059 1,067 
Security Holdings B.V.(1)(2)(3)Revolver529 — 
Sereni Capital NV(1)(2)(3)Delayed Draw Term Loan673 — 
Sereni Capital NV(1)(3)Term Loan— 109 
Sinari Invest(1)(2)(3)Delayed Draw Term Loan665 — 
Smartling, Inc.(1)(2)Delayed Draw Term Loan— 1,978 
Smartling, Inc.(1)Revolver1,176 1,176 
SmartShift Group, Inc.(1)(2)Delayed Draw Term Loan3,440 — 
SmartShift Group, Inc.(1)(2)Revolver1,651 — 
Smile Brands Group, Inc.(1)(2)Delayed Draw Term Loan— 38 
Soho Square III Debtco II SARL(1)(4)Delayed Draw Term Loan1,135 3,383 
Solo Buyer, L.P.(1)(2)Revolver1,596 1,995 
Sparus Holdings, LLC (f/k/a Sparus Holdings, Inc.)(1)Delayed Draw Term Loan399 666 
Sparus Holdings, LLC (f/k/a Sparus Holdings, Inc.)(1)Revolver98 156 
Spatial Business Systems LLC(1)Delayed Draw Term Loan1,875 7,500 
Spatial Business Systems LLC(1)Revolver1,406 1,406 
SSCP Pegasus Midco Limited(1)(2)(4)Delayed Draw Term Loan3,944 4,664 
Superjet Buyer, LLC(1)Revolver1,369 1,825 
Syntax Systems Ltd(1)(2)Delayed Draw Term Loan1,933 1,933 
Syntax Systems Ltd(1)(2)Revolver337 337 
Tank Holding Corp(1)(2)Delayed Draw Term Loan925 — 
Tank Holding Corp(1)(2)Revolver189 698 
Tanqueray Bidco Limited(1)(4)Capex Facility1,104 1,088 
Techone B.V.(1)(2)(3)Revolver302 203 
Tencarva Machinery Company, LLC(1)Revolver1,129 1,129 
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)(1)Delayed Draw Term Loan2,811 2,811 
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)(1)Revolver827 827 
The Cleaver-Brooks Company, Inc.(1)Revolver3,229 2,826 
The Hilb Group, LLC(1)Delayed Draw Term Loan503 1,182 
Trader Corporation(1)(6)Revolver346 345 
Trintech, Inc.(1)(2)Revolver383 — 
TSYL Corporate Buyer, Inc.(1)Delayed Draw Term Loan1,681 1,681 
TSYL Corporate Buyer, Inc.(1)Revolver177 177 
Turbo Buyer, Inc.(1)(2)Delayed Draw Term Loan1,350 1,350 
Union Bidco Limited(1)(2)(4)Acquisition Facility79 78 
United Therapy Holding III GmbH(1)(2)(3)Acquisition Facility655 1,170 
Unither (Uniholding)(1)(2)(3)Delayed Draw Term Loan459 — 
USLS Acquisition, Inc.(f/k/a US Legal Support, Inc.)(1)(2)Delayed Draw Term Loan2,588 3,629 
W2O Holdings, Inc.(1)Delayed Draw Term Loan— 2,622 
110

Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
Portfolio Company
($ in thousands)
Investment TypeSeptember 30, 2023December 31, 2022
Waccamaw River(2)Joint Venture— 2,480 
West-NR AcquisitionCo., LLC(1)(2)Delayed Draw Term Loan2,500 — 
Whitcraft Holdings, Inc.(1)(2)Revolver1,886 — 
Woodland Foods, Inc.(1)(2)Line of Credit1,016 456 
WWEC Holdings III Corp(1)Delayed Draw Term Loan3,106 3,106 
WWEC Holdings III Corp(1)Revolver2,112 1,366 
Xeinadin Bidco Limited(1)(2)(4)CAF Term Loan2,589 3,109 
ZB Holdco LLC(1)(2)Delayed Draw Term Loan— 1,352 
ZB Holdco LLC(1)(2)Delayed Draw Term Loan2,932 — 
ZB Holdco LLC(1)(2)Revolver811 845 
Zeppelin Bidco Limited(1)(2)(4)Capex / Acquisition Facility2,553 2,516 
Total unused commitments to extend financing$338,576 $308,532 
(1)The Adviser’s estimate of the fair value of the current investments in these portfolio companies includes an analysis of the fair value of any unfunded commitments.
(2)Represents a commitment to extend financing to a portfolio company where one or more of the Company’s current investments in the portfolio company are carried at less than cost.
(3)Actual commitment amount is denominated in Euros. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(4)Actual commitment amount is denominated in British pounds sterling. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(5)Actual commitment amount is denominated in Australian dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(6)Actual commitment amount is denominated in Canadian dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(7)Actual commitment amount is denominated in New Zealand dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(8)Actual commitment amount is denominated in Norwegian kroner. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
In the normal course of business, the Company guarantees certain obligations in connection with its portfolio companies (in particular, certain controlled portfolio companies). Under these guarantee arrangements, payments may be required to be made to third parties if such guarantees are called upon or if the portfolio companies were to default on their related obligations, as applicable. As of both September 30, 2023 and December 31, 2022, the Company had guaranteed €9.9 million ($10.5 million U.S. dollars and $10.6 million U.S. dollars, respectively) relating to credit facilities among Erste Bank and MVC Automotive Group Gmbh (“MVC Auto”) that mature in December 2025. The Company would be required to make payments to Erste Bank if MVC Auto were to default on their related payment obligations. None of the credit facility guarantees are recorded as a liability on the Company’s Unaudited and Audited Consolidated Balance Sheets, as such the credit facility liabilities are considered in the valuation of the investments in MVC Auto. The guarantees denominated in foreign currencies were translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
Neither the Company, the Adviser, nor the Company’s subsidiaries are currently subject to any material pending legal proceedings, other than ordinary routine litigation incidental to their respective businesses. The Company, the Adviser, and the Company’s subsidiaries may from time to time, however, be involved in litigation arising out of operations in the normal course of business or otherwise, including in connection with strategic transactions. Furthermore, third parties may seek to impose liability on the Company in connection with the activities of its portfolio companies. While the outcome of any current legal proceedings cannot at this time be predicted with certainty, the Company does not expect any current matters will materially affect its financial condition or results of operations; however, there can be no assurance whether any pending legal proceedings will have a material adverse effect on the Company’s financial condition or results of operations in any future reporting period.
111

Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
8. FINANCIAL HIGHLIGHTS
The following is a schedule of financial highlights for the nine months ended September 30, 2023 and 2022:
 Nine Months Ended September 30,
($ in thousands, except share and per share amounts)20232022
Per share data:
Net asset value at beginning of period$11.05 $11.36 
Net investment income (1)0.88 0.78 
Net realized gain (loss) on investments / foreign currency transactions / forward currency contracts (1)(0.71)(0.02)
Net unrealized appreciation (depreciation) on investments / CSAs / foreign currency transactions / forward currency contracts (1)0.74 (0.67)
Total increase (decrease) from investment operations (1)0.91 0.09 
Dividends/distributions paid to stockholders from net investment income(0.76)(0.71)
Sierra Merger (See Note 9) (2)— 0.10 
Deemed contribution - CSA (See Note 9)— 0.40 
Purchases of shares in share repurchase plan0.05 0.04 
Net asset value at end of period$11.25 $11.28 
Market value at end of period (3)$8.91 $8.27 
Shares outstanding at end of period106,516,166 108,882,105 
Net assets at end of period$1,198,224 $1,228,061 
Average net assets$1,212,397 $1,167,772 
Ratio of total expenses, including loss on extinguishment of debt and provision for taxes, to average net assets (annualized) (4)13.06 %8.98 %
Ratio of net investment income to average net assets (annualized)10.39 %8.99 %
Portfolio turnover ratio (annualized) (5)13.21 %38.41 %
Total return (6)19.86 %(19.45)%
(1)Weighted average per share data—basic and diluted; per share data was derived by using the weighted average shares outstanding during the applicable period.
(2)Includes the impact of the share issuance and deemed contribution from Barings LLC associated with the Sierra Merger.
(3)Represents the closing price of the Company’s common stock on the last day of the period.
(4)Does not include expenses of underlying investment companies, including joint ventures.
(5)Portfolio turnover ratio as of September 30, 2022 excludes the impact of the Sierra Merger.
(6)Total return is based on purchase of stock at the current market price on the first day and a sale at the current market price on the last day of each period reported on the table and assumes reinvestment of dividends at prices obtained by the Company’s dividend reinvestment plan during the period. Total return is not annualized.
9. SIERRA MERGER
On February 25, 2022, the Company completed the Sierra Mergerpursuant to the terms and conditions of that certain Agreement and Plan of Merger (the “Sierra Merger Agreement”), dated as of September 21, 2021, by and among the Company, Mercury Acquisition Sub, Inc., a Maryland corporation and a direct wholly owned subsidiary of the Company (“Sierra Acquisition Sub”), Sierra, a Maryland corporation, and Barings. To effect the acquisition, Sierra Acquisition Sub merged with and into Sierra, with Sierra surviving the merger as the Company’s wholly owned subsidiary (the “First Sierra Merger”). Immediately thereafter, Sierra merged with and into the Company, with the Company as the surviving company (the “Second Sierra Merger” and, together with the First Sierra Merger, the “Sierra Merger”). The Sierra Merger has been treated as a “reorganization” within the meaning of Section 368(a)(1)(A) of the Code.
Pursuant to the Sierra Merger Agreement, Sierra stockholders received the right to the following merger consideration in exchange for each share of Sierra common stock issued and outstanding immediately prior to the effective time of the First Sierra Merger (excluding any shares cancelled pursuant to the Sierra Merger Agreement): (i) approximately $0.9783641 per share in cash, without interest, from Barings and (ii) 0.44973 of a validly issued, fully paid and non-assessable share of the Company’s common stock. The Company issued approximately 45,986,926 shares of its common stock to Sierra’s former stockholders in connection with the Sierra Merger, thereby resulting in the Company’s then-existing stockholders owning approximately 58.7% of the combined company and Sierra’s former stockholders owning approximately 41.3% of the combined company.
112

Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
In connection with the completion of the Sierra Merger, the Board affirmed the Company’s commitment to make open-market purchases of shares of its common stock in an aggregate amount of up to $30.0 million at then-current market prices at any time shares trade below 90% of the Company’s then most recently disclosed NAV per share. Any repurchases pursuant to the authorized program will occur during the 12-month period commencing on April 1, 2022 and are expected to be made in accordance with a Rule 10b5-1 purchase plan that qualifies for the safe harbors provided by Rules 10b5-1 and 10b-18 under the Exchange Act, as well as subject to compliance with the Company’s covenant and regulatory requirements. During the year ended December 31, 2022, the Company repurchased the maximum amount of $30.0 million of common stock authorized under the Sierra share repurchase program.
In connection with the Sierra Merger, on February 25, 2022, the Company entered into the Second Amended Barings BDC Advisory Agreement with the Adviser. Promptly following the closing of the Sierra Merger, the Company also entered into the Sierra Credit Support Agreement with Barings. See “Note 2 - Agreements and Related Party Transactions” for more information regarding the Second Amended Barings BDC Advisory Agreement and the Sierra Credit Support Agreement.
The Sierra Merger was accounted for in accordance with the asset acquisition method of accounting as detailed in ASC 805-50, Business Combinations-Related Issues. Under asset acquisition accounting, acquiring assets in groups not only requires ascertaining the cost of the asset (or net assets), but also allocating that cost to the individual assets (or individual assets and liabilities) that make up the group. Per ASC 805-50-30-1, the acquired assets (as a group) are recognized based on their cost to the acquiring entity, which generally includes transaction costs of the asset acquisition, and no gain or loss is recognized unless the fair value of noncash assets given as consideration differs from the assets carrying amounts on the acquiring entity’s records. ASC 805-50-30-2 goes on to say asset acquisitions in which the consideration given is cash are measured by the amount of cash paid. However, if the consideration given is not in the form of cash (that is, in the form of noncash assets, liabilities incurred, or equity interests issued), measurement is based on the cost to the acquiring entity or the fair value of the assets (or net assets) acquired, whichever is more clearly evident and, thus, more reliably measured.
The fair value of the merger consideration paid by the Company was allocated to the assets acquired and liabilities assumed based on their relative fair values as of the date of acquisition and did not give rise to goodwill. Since the fair value of the net assets acquired exceeded the fair value of the merger consideration paid by the Company, the Company recognized a deemed contribution from the Adviser.
The following table summarizes the allocation of the purchase price to the assets acquired and liabilities assumed as a result of the Sierra Merger:
($ in thousands)
Common stock issued by the Company$499,418 
Cash consideration paid by the Company(1)10,670 
Deemed contribution from Barings LLC27,729 
Total purchase price$537,817 
Assets acquired:
Investments(2)$442,198 
Cash102,006 
Other assets(3)3,519 
Total assets acquired$547,723 
Liabilities assumed(4)(9,906)
Net assets acquired$537,817 
(1)The Company incurred $10.6 million in professional fees and other costs related to the Sierra Merger, including $4.0 million in investment banking fees.
(2)Investments acquired were recorded at fair value, which is also the Company's initial cost basis
(3)Other assets acquired in the Sierra Merger consisted of the following:
($ in thousands)
Interest and fees receivable$2,874 
Escrow receivable645 
Total$3,519 
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Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
(4)Liabilities assumed in the Sierra Merger consisted of the following:
($ in thousands)
Accrued merger expenses$3,327 
Current and deferred tax liability3,814 
Other liabilities2,765 
Total$9,906 
10. SUBSEQUENT EVENTS
On November 9, 2023, the Board declared a quarterly distribution of $0.26 per share payable on December 13, 2023 to holders of record as of December 6, 2023.
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Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion is designed to provide a better understanding of our Unaudited Consolidated Financial Statements for the three and nine months ended September 30, 2023, including a brief discussion of our business, key factors that impacted our performance and a summary of our operating results. The following discussion should be read in conjunction with the Unaudited Consolidated Financial Statements and the notes thereto included in Item 1 of this Quarterly Report on Form 10-Q, and the Consolidated Financial Statements and notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the year ended December 31, 2022. Historical results and percentage relationships among any amounts in the financial statements are not necessarily indicative of trends in operating results for any future periods.
Forward-Looking Statements
Some of the statements in this Quarterly Report constitute forward-looking statements because they relate to future events or our future performance or financial condition. Forward-looking statements may include, among other things, statements as to our future operating results, our business prospects and the prospects of our portfolio companies, the impact of the investments that we expect to make, the ability of our portfolio companies to achieve their objectives, our expected financings and investments, the adequacy of our cash resources and working capital, and the timing of cash flows, if any, from the operations of our portfolio companies. Words such as “expect,” “anticipate,” “target,” “goals,” “project,” “intend,” “plan,” “believe,” “seek,” “estimate,” “continue,” “forecast,” “may,” “should,” “potential,” variations of such words, and similar expressions indicate a forward-looking statement, although not all forward-looking statements include these words. Readers are cautioned that the forward-looking statements contained in this Quarterly Report are only predictions, are not guarantees of future performance, and are subject to risks, events, uncertainties and assumptions that are difficult to predict. Our actual results could differ materially from those implied or expressed in the forward-looking statements for any reason, including the items discussed herein, in Item 1A titled “Risk Factors” in Part I of our Annual Report on Form 10-K for the year ended December 31, 2022 and in Item 1A titled “Risk Factors” in Part II of our subsequently filed Quarterly Reports on Form 10-Q or in other reports that we may file with the Securities and Exchange Commission (the “SEC”) from time to time. Other factors that could cause our actual results and financial condition to differ materially include, but are not limited to, changes in political, economic or industry conditions, including the risks of a slowing economy, rising inflation and risk of recession, and volatility in the financial services sector, including bank failures; the interest rate environment or conditions affecting the financial and capital markets; the impact of global health crises, on our or our portfolio companies’ business and the U.S. and global economies; our, or our portfolio companies’, future business, operations, operating results or prospects; risks associated with possible disruption due to terrorism in our operations or the economy generally; and future changes in laws or regulations and conditions in our or our portfolio companies’ operating areas. These statements are based on our current expectations, estimates, forecasts, information and projections about the industry in which we operate and the beliefs and assumptions of our management as of the date of filing of this Quarterly Report. We assume no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless we are required to do so by law. Although we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that we may make directly to you or through reports that we in the future may file with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.
Overview of Our Business
We are a Maryland corporation incorporated on October 10, 2006. In August 2018, in connection with the closing of an externalization transaction through which Barings LLC (“Barings” or the “Adviser”) agreed to become our external investment adviser, we entered into an investment advisory agreement (the “Original Advisory Agreement”) and an administration agreement (the “Administration Agreement”) with Barings. In connection with the completion of our acquisition of MVC Capital, Inc., a Delaware corporation, on December 23, 2020 (the “MVC Acquisition”), we entered into an amended and restated investment advisory agreement (the “Amended and Restated Advisory Agreement”) with Barings on December 23, 2020, following approval of the Amended and Restated Advisory Agreement by our stockholders at our December 23, 2020 special meeting of stockholders. The terms of the Amended and Restated Advisory Agreement became effective on January 1, 2021. In connection with the completion of the Sierra Merger (as defined below), on February 25, 2022, we entered into a second amended and restated investment advisory agreement (the “Second Amended Barings BDC Advisory Agreement”) with the Adviser. On June 24, 2023, we entered into the third amended and restated advisory agreement with the Adviser in order to update the term of the agreement to expire on June 24th of each year subject to annual re-approval in accordance with its terms (the “New Barings BDC Advisory Agreement”). All other terms and provisions of the Second Amended Barings BDC Advisory Agreement between us the Adviser, including with respect to the calculation of the fees payable to the Adviser, remained unchanged under the New Barings BDC Advisory Agreement. Under the terms of the New Barings BDC Advisory
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Agreement and the Administration Agreement, Barings serves as our investment adviser and administrator and manages our investment portfolio and performs (or oversees, or arranges for, the performance of) the administrative services necessary for our operation.
An externally-managed business development company (“BDC”) generally does not have any employees, and its investment and management functions are provided by an outside investment adviser and administrator under an advisory agreement and administration agreement. Instead of directly compensating employees, we pay Barings for investment management and administrative services pursuant to the terms of an investment advisory agreement and an administration agreement. Under the terms of the New Barings BDC Advisory Agreement, the fees paid to Barings for managing our affairs are determined based upon an objective and fixed formula, as compared with the subjective and variable nature of the costs associated with employing management and employees in an internally-managed BDC structure, which include bonuses that cannot be directly tied to Company performance because of restrictions on incentive compensation under the Investment Company Act of 1940, as amended (the “1940 Act”).
Beginning in August 2018, Barings shifted our investment focus to invest in syndicated senior secured loans, bonds and other fixed income securities. Since that time, Barings has transitioned our portfolio to primarily senior secured private debt investments in well-established middle-market businesses that operate across a wide range of industries. Barings’ existing SEC co-investment exemptive relief under the 1940 Act (the “Exemptive Relief”) permits us and Barings’ affiliated private and SEC-registered funds to co-invest in Barings-originated loans, which allows Barings to efficiently implement its senior secured private debt investment strategy for us.
Barings employs fundamental credit analysis, and targets investments in businesses with relatively low levels of cyclicality and operating risk. The holding size of each position will generally be dependent upon a number of factors including total facility size, pricing and structure, and the number of other lenders in the facility. Barings has experience managing levered vehicles, both public and private, and will seek to enhance our returns through the use of leverage with a prudent approach that prioritizes capital preservation. Barings believes this strategy and approach offers attractive risk/return with lower volatility given the potential for fewer defaults and greater resilience through market cycles. A significant portion of our investments are expected to be rated below investment grade by rating agencies or, if unrated would be rated below investment grade if they were rated. Below investment grade securities, which are often referred to as “junk,” have predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal.
We generate revenues in the form of interest income, primarily from our investments in debt securities, loan origination and other fees and dividend income. Fees generated in connection with our debt investments are recognized over the life of the loan using the effective interest method or, in some cases, recognized as earned. Our senior secured, middle-market, private debt investments generally have terms of between five and seven years. Our senior secured, middle-market, first lien private debt investments generally bear interest between the Secured Overnight Financing Rate (“SOFR”) (or the applicable currency rate for investments in foreign currencies) plus 475 basis points and SOFR plus 675 basis points per annum. Our subordinated middle-market, private debt investments generally bear interest between SOFR (or the applicable currency rate for investments in foreign currencies) plus 700 basis points and SOFR plus 900 basis points per annum if floating rate, and between 8% and 15% if fixed rate. From time to time, certain of our investments may have a form of interest, referred to as payment-in-kind (“PIK”) interest, which is not paid currently but is instead accrued and added to the loan balance and paid at the end of the term.
As of September 30, 2023 and December 31, 2022, the weighted average yield on the principal amount of our outstanding debt investments other than non-accrual debt investments was approximately 10.6% and 9.7%, respectively. The weighted average yield on the principal amount of all of our outstanding debt investments (including non-accrual debt investments) was approximately 10.1% and 9.1% as of September 30, 2023 and December 31, 2022, respectively.
Sierra Income Corporation Acquisition
On February 25, 2022, we completed our acquisition of Sierra Income Corporation, a Maryland corporation (“Sierra”), pursuant to the terms and conditions of that certain Agreement and Plan of Merger (the “Sierra Merger Agreement”), dated as of September 21, 2021, with Sierra, Mercury Acquisition Sub, Inc., a Maryland corporation and our direct wholly owned subsidiary (“Sierra Acquisition Sub”), and Barings. To effect the acquisition, Sierra Acquisition Sub merged with and into Sierra, with Sierra surviving the merger as our wholly owned subsidiary (the “First Sierra Merger”). Immediately thereafter, Sierra merged with and into us, with Barings BDC, Inc. as the surviving company (the “Second Sierra Merger” and, together with the First Sierra Merger, the “Sierra Merger”).
Pursuant to the Sierra Merger Agreement, each share of Sierra common stock, par value $0.001 per share (the “Sierra Common Stock”), issued and outstanding immediately prior to the effective time of the First Sierra Merger (other than shares of Sierra Common Stock issued and outstanding immediately prior to the effective time of the First Sierra Merger that were held
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by a subsidiary of Sierra or held, directly or indirectly, by us or Sierra Acquisition Sub) was converted into the right to receive (i) an amount in cash from Barings, without interest, equal to $0.9783641, and (ii) 0.44973 shares of our common stock, plus any cash in lieu of fractional shares. As a result of the Sierra Merger, former Sierra stockholders received approximately 46.0 million shares of our common stock for their shares of Sierra Common Stock.
In connection with the Sierra Merger, on February 25, 2022, following the closing of the Sierra Merger, we entered into (1) the Second Amended Barings BDC Advisory Agreement, and (2) a credit support agreement (the “Sierra Credit Support Agreement”) with Barings, pursuant to which Barings has agreed to provide credit support to us in the amount of up to $100.0 million relating to the net cumulative realized and unrealized losses on the acquired Sierra investment portfolio over a 10-year period. See “Note 2. Agreements and Related Party Transactions” and “Note. 6 Derivative Instruments” in the Notes to our Unaudited Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for more information.
In addition, in connection with the Sierra Merger, we committed to make open-market purchases of our common stock, pursuant to Rule 10b-18 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and subject to our compliance with our covenant and regulatory requirements, shares of our common stock in an aggregate amount of up to $30.0 million at then-current market prices at any time the shares of our common stock trade below 90% of our then most recently disclosed NAV per share during the 12-month period commencing on April 1, 2022.
Relationship with Our Adviser, Barings
Our investment adviser, Barings, a wholly-owned subsidiary of Massachusetts Mutual Life Insurance Company, is a leading global asset management firm and is registered with the SEC as an investment adviser under the Investment Advisers Act of 1940, as amended. Barings’ primary investment capabilities include fixed income, private credit, real estate, equity, and alternative investments. Subject to the overall supervision of our Board of Directors (the “Board”), Barings’ Global Private Finance Group (“Barings GPFG”) manages our day-to-day operations, and provides investment advisory and management services to us. Barings GPFG is part of Barings’ $270.0 billion Global Fixed Income Platform (as of September 30, 2023) that invests in liquid, private and structured credit. Barings GPFG also advises private funds and separately managed accounts, along with multiple public vehicles.
Among other things, Barings (i) determines the composition of our portfolio, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identifies, evaluates and negotiates the structure of the investments made by us; (iii) executes, closes, services and monitors the investments that we make; (iv) determines the securities and other assets that we will purchase, retain or sell; (v) performs due diligence on prospective portfolio companies and (vi) provides us with such other investment advisory, research and related services as we may, from time to time, reasonably require for the investment of our funds.
Under the terms of the Administration Agreement, Barings (in its capacity as our Administrator) performs (or oversees, or arranges for, the performance of) the administrative services necessary for our operation, including, but not limited to, office facilities, equipment, clerical, bookkeeping and record keeping services at such office facilities and such other services as Barings, subject to review by the Board, will from time to time determine to be necessary or useful to perform its obligations under the Administration Agreement. Barings also, on our behalf and subject to the Board’s oversight, arranges for the services of, and oversees, custodians, depositories, transfer agents, dividend disbursing agents, other stockholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable. Barings is responsible for the financial and other records that we are required to maintain and will prepare all reports and other materials required to be filed with the SEC or any other regulatory authority.
Included in Barings GPFG is Barings North American Private Finance Team (the “U.S. Investment Team”), which consists of 52 investment professionals (as of September 30, 2023) located in three offices in the United States. The U.S. Investment Team provides a full set of solutions to the North American middle market, including revolvers, first and second lien senior secured loans, unitranche structures, mezzanine debt and equity co-investments. The U.S. Investment Team averages over 20 years of industry experience at the Managing Director and Director level. In addition, Barings believes that it has best-in-class support personnel, including expertise in risk management, legal, accounting, tax, information technology and compliance, among others. We expect to benefit from the support provided by these personnel in our operations.
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Stockholder Approval of Reduced Asset Coverage Ratio
On July 24, 2018, our stockholders voted at a special meeting of stockholders (the “2018 Special Meeting”) to approve a proposal to authorize us to be subject to a reduced asset coverage ratio of at least 150% under the 1940 Act. As a result of the stockholder approval at the 2018 Special Meeting, effective July 25, 2018, our applicable asset coverage ratio under the 1940 Act has been decreased to 150% from 200%. As a result, we are permitted under the 1940 Act to incur indebtedness at a level which is more consistent with a portfolio of senior secured debt. As of September 30, 2023, our asset coverage ratio was 178.2%.
Portfolio Composition
The total value of our investment portfolio was $2,521.6 million as of September 30, 2023, as compared to $2,448.9 million as of December 31, 2022. As of September 30, 2023, we had investments in 335 portfolio companies with an aggregate cost of $2,576.2 million. As of December 31, 2022, we had investments in 322 portfolio companies with an aggregate cost of $2,562.4 million. As of both September 30, 2023 and December 31, 2022, none of our portfolio investments represented greater than 10% of the total fair value of our investment portfolio.
As of September 30, 2023 and December 31, 2022, our investment portfolio consisted of the following investments:
($ in thousands)CostPercentage of
Total
Portfolio
Fair ValuePercentage of
Total
Portfolio
September 30, 2023:
Senior debt and 1st lien notes
$1,751,992 68 %$1,700,689 67 %
Subordinated debt and 2nd lien notes277,176 11 257,633 10 
Structured products105,045 89,731 
Equity shares293,210 11 355,690 14 
Equity warrants178 — 1,246 — 
Investment in joint ventures / PE fund148,596 116,646 
$2,576,197 100 %$2,521,635 100 %
December 31, 2022:
Senior debt and 1st lien notes
$1,752,943 69 %$1,696,192 69 %
Subordinated debt and 2nd lien notes326,639 13 263,139 11 
Structured products88,805 73,550 
Equity shares230,188 284,570 12 
Equity warrants178 — 1,057 — 
Investment in joint ventures / PE fund163,645 130,427 
$2,562,398 100 %$2,448,935 100 %
Investment Activity
During the nine months ended September 30, 2023, we made 25 new investments totaling $156.8 million, made investments in existing portfolio companies totaling $134.2 million and made a $55.0 million equity co-investment alongside certain affiliates in a portfolio company that specializes in providing financing to plaintiff law firms engaged in mass tort and other civil litigation. We had 10 loans repaid totaling $76.3 million and received $69.0 million of portfolio company principal payments, recognizing a loss on these repayments of $0.7 million. We received $17.5 million of return of capital from our joint ventures and equity investments. In addition, we received $34.0 million for the sale of loans, recognizing a net realized loss on these transactions of $49.0 million, and sold $91.5 million of middle-market portfolio debt investments to our joint ventures realizing a loss on these transactions of $0.3 million. In addition, investments in three portfolio companies were restructured, which resulted in a loss of $5.0 million. Lastly, we received proceeds related to the sale of equity investments totaling $4.8 million and recognized a net realized loss on such sales totaling $7.2 million.
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During the nine months ended September 30, 2022, we made 69 new investments totaling $681.2 million, purchased $442.2 million of investments as part of the Sierra Merger, made investments in existing portfolio companies totaling $221.7 million and made additional investments in joint venture equity portfolio companies totaling $13.8 million. We had 29 loans repaid totaling $238.3 million, received $46.6 million of portfolio company principal payments and received $56.5 million of return of capital from our joint ventures. In addition, we sold $185.9 million of loans, recognizing a net realized loss on these transactions of $9.7 million, and sold $177.4 million of middle-market portfolio company debt investments to one of our joint ventures and realized a loss on these transactions of $5.6 million. We received proceeds related to the sale of equity investments totaling $1.9 million, a distribution from one of our portfolio companies totaling $6.2 million and recognized a net realized gain on such sales and distributions totaling $5.6 million. Lastly, we exchanged a debt investment totaling $13.8 million in one portfolio company for equity totaling $13.9 million and realized a loss on such exchange of $0.8 million.
Total portfolio investment activity for the nine months ended September 30, 2023 and 2022 was as follows:
Nine Months Ended
September 30, 2023:
($ in thousands)
Senior Debt
and 1st Lien
Notes
Subordinated Debt and 2nd Lien NotesStructured ProductsEquity
Shares
Equity WarrantsInvestments in Joint Ventures / PE FundTotal
Fair value, beginning of period$1,696,192 $263,139 $73,550 $284,570 $1,057 $130,427 $2,448,935 
New investments237,812 32,722 22,669 69,685 — 2,480 365,368 
Proceeds from sales of investments/return of capital(139,593)(2,800)(4,404)(4,844)— (17,530)(169,171)
Loan origination fees received(5,801)(51)— — — — (5,852)
Principal repayments received(94,861)(43,999)(2,042)— — — (140,902)
Payment-in-kind interest/dividend6,326 7,674 — 5,331 — — 19,331 
Accretion of loan premium/discount612 495 17 — — — 1,124 
Accretion of deferred loan origination revenue5,605 437 — — — — 6,042 
Realized gain (loss)(11,090)(43,902)(7,150)(62,142)
Unrealized appreciation (depreciation)5,48743,918(59)8,0981891,26958,902 
Fair value, end of period$1,700,689 $257,633 $89,731 $355,690 $1,246 $116,646 $2,521,635 

Nine Months Ended
September 30, 2022:
($ in thousands)
Senior Debt
and 1st Lien
Notes
Subordinated Debt and 2nd Lien NotesStructured ProductsEquity
Shares
Equity WarrantsInvestments in Joint Ventures / PE FundTotal
Fair value, beginning of period$1,221,598 $240,037 $40,271 $154,477 $1,107 $143,104 $1,800,594 
New investments746,494 89,750 7,061 73,532 13,797 930,638 
Investments acquired in Sierra merger235,770 66,662 46,666 7,065 72 85,963 442,198 
Proceeds from sales of investments/return of capital(346,876)(21,555)(6,421)(1,632)(250)(62,730)(439,464)
Loan origination fees received(14,660)(1,303)— — — — (15,963)
Principal repayments received(227,458)(56,443)(3,272)— — — (287,173)
Payment-in-kind interest/dividend3,695 9,320 — 206 — — 13,221 
Accretion of loan premium/discount1,403 137 16 — — — 1,556 
Accretion of deferred loan origination revenue6,818 1,761 — — — — 8,579 
Realized gain (loss)(13,544)(2,567)177(760)6,181(10,513)
Unrealized appreciation (depreciation)(55,844)(45,961)(16,510)45,739(129)(38,476)(111,181)
Fair value, end of period$1,557,396 $279,838 $67,811 $279,564 $44 $147,839 $2,332,492 
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Non-Accrual Assets
Generally, when interest and/or principal payments on a loan become past due, or if we otherwise do not expect the borrower to be able to service its debt and other obligations, we will place the loan on non-accrual status and will generally cease recognizing interest income on that loan for financial reporting purposes until all principal and interest have been brought current through payment or due to a restructuring such that the interest income is deemed to be collectible. As of September 30, 2023, we had seven portfolio companies with investments on non-accrual, the aggregate fair value of which was $40.1 million, which comprised 1.6% of the total fair value of our portfolio, and the aggregate cost of which was $64.6 million, which comprised 2.5% of the total cost of our portfolio. As of December 31, 2022, we had seven portfolio companies with investments on non-accrual, the fair value of which was $24.3 million, which comprised 1.0% of the total fair value of our portfolio, and the cost of which was $98.8 million, which comprised 3.9% of the total cost of our portfolio.
A summary of our non-accrual assets as of September 30, 2023 is provided below:
1888 Industrial Services, LLC
In connection with the Sierra Merger, we purchased our debt and equity investments in 1888 Industrial Services, LLC, or 1888. The 1888 debt investments are on non-accrual status and as a result, under U.S. generally accepted accounting principles (“U.S. GAAP”), we will not recognize interest income on our debt investments in 1888 for financial reporting purposes. As of September 30, 2023, the cost of our debt investments in 1888 was $1.9 million and the fair value of such investments was $1.1 million.
Anju Software, Inc.
During the quarter ended September 30, 2023, we placed our debt investment in Anju Software, Inc., or Anju Software, on non-accrual status. As a result, under U.S. GAAP, we will not recognize interest income on our debt investment in Anju Software for financial reporting purposes. As of September 30, 2023, the cost of our debt investment in Anju Software was $13.2 million and the fair value of such investment was $9.9 million.
Black Angus Steakhouse, LLC
In connection with the Sierra Merger, we purchased our debt and equity investments in Black Angus Steakhouse, LLC, or Black Angus. The Black Angus PIK term loan is on non-accrual status and as a result, under U.S. GAAP, we will not recognize interest income on our PIK term loan in Black Angus for financial reporting purposes. As of September 30, 2023, the cost of the PIK term loan in Black Angus was $9.6 million and the fair value of such investment was $6.1 million.
Core Scientific, Inc.
During the quarter ended December 31, 2022, we placed our debt investment in Core Scientific, Inc., or Core Scientific, on non-accrual status effective with the monthly payment due October 31, 2022. As a result, under U.S. GAAP, we will not recognize interest income on our debt investment in Core Scientific for financial reporting purposes. As of September 30, 2023, the cost of our debt investment in Core Scientific was $29.6 million and the fair value of such investment was $23.0 million.
Holland Acquisition Corp.
In connection with the Sierra Merger, we purchased our debt investment in Holland Acquisition Corp., or Holland. Holland is on non-accrual status and as a result, under U.S. GAAP, we will not recognize interest income on our debt investment in Holland for financial reporting purposes. As of September 30, 2023, both the cost and fair value of our debt investment in Holland was nil.
Legal Solutions Holdings
In connection with the MVC Acquisition, we purchased our debt investment in Legal Solutions Holdings, or Legal Solutions. During the quarter ended September 30, 2021, we placed our debt investment in Legal Solutions on non-accrual status. As a result, under U.S. GAAP, we will not recognize interest income on our debt investment in Legal Solutions for financial reporting purposes. As of September 30, 2023, the cost of our debt investment in Legal Solutions was $10.1 million and the fair value of such investment was nil.
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Wawona Delaware Holdings, LLC
In connection with the Sierra Merger, we purchased our debt investment in Wawona Delaware Holdings, LLC, or Wawona. During the quarter ended March 31, 2023, we placed our debt investment in Wawona on non-accrual status. As a result, under U.S. GAAP, we will not recognize interest income on our debt investment in Wawona for financial reporting purposes. As of September 30, 2023, the cost of our debt investment in Wawona was $41.0 thousand and the fair value of such investment was $9.5 thousand.
Results of Operations
Comparison of the three and nine months ended September 30, 2023 and September 30, 2022
Operating results for the threeand nine months ended September 30, 2023 and 2022 were as follows:
Three Months
Ended
Three Months
Ended
Nine Months EndedNine Months Ended
($ in thousands)September 30,
2023
September 30,
2022
September 30,
2023
September 30,
2022
Total investment income$70,846 $56,306 $213,352 $155,656 
Total operating expenses37,125 28,394 118,113 76,955 
Net investment income before taxes33,721 27,912 95,239 78,701 
Income taxes, including excise tax provision412 — 807 
Net investment income after taxes33,309 27,912 94,432 78,695 
Net realized gains (losses)(17,260)7,862 (75,543)(3,803)
Net unrealized appreciation (depreciation)2,010 (26,121)79,039 (67,310)
Net realized gains (losses) and unrealized appreciation (depreciation) on investments, credit support agreements, foreign currency transactions and forward currency contracts(15,250)(18,259)3,496 (71,113)
Benefit from (provision for) taxes262 240 161 (1,650)
Net increase in net assets resulting from operations$18,321 $9,893 $98,089 $5,932 
Net increases or decreases in net assets resulting from operations can vary substantially from period to period due to various factors, including recognition of realized gains and losses and unrealized appreciation and depreciation. As a result, comparisons of net changes in net assets resulting from operations may not be meaningful.
Investment Income
Three Months
Ended
Three Months
Ended
Nine Months EndedNine Months Ended
($ in thousands)September 30,
2023
September 30,
2022
September 30,
2023
September 30,
2022
Investment income:
Total interest income$55,405 $40,639 $162,719 $113,492 
Total dividend income8,515 7,905 26,639 22,844 
Total fee and other income2,650 4,321 10,250 10,589 
Total payment-in-kind interest income3,979 3,267 13,043 8,540 
Interest income from cash297 174 701 191 
Total investment income$70,846 $56,306 $213,352 $155,656 
The change in total investment income for the three and nine months ended September 30, 2023, as compared to the three and nine months ended September 30, 2022, was primarily due to an increase in the weighted average yield on the portfolio from higher base rates, an increase in the average size of our portfolio, increased dividends from portfolio companies and joint venture investments and increased PIK interest income. The weighted average yield on the principal amount of our outstanding debt investments, other than non-accrual debt investments, was 10.6% as of September 30, 2023, as compared to 8.6% as of September 30, 2022. The amount of our outstanding debt investments was $2,235.1 million as of September 30, 2023, as compared to $2,122.5 million as of September 30, 2022. The increase in the average size of our portfolio was largely due to net additions in middle-market and special situation investments. For the three and nine months ended September 30, 2023, dividends from portfolio companies and joint venture investments were $8.5 million and $26.6 million, respectively, as compared to $7.9 million and $22.8 million, respectively, for the three and nine months ended September 30, 2022. For the three and nine months ended September 30, 2023, PIK interest income was $4.0 million and $13.0 million, respectively, as compared to $3.3 million and $8.5 million, respectively, for the three and nine months ended September 30, 2022.
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Operating Expenses
Three Months
Ended
Three Months
Ended
Nine Months EndedNine Months Ended
($ in thousands)September 30,
2023
September 30,
2022
September 30,
2023
September 30,
2022
Operating expenses:
Interest and other financing fees$21,829 $15,341 $61,956 $40,170 
Base management fees8,315 8,267 24,302 21,520 
Incentive management fees4,618 1,825 24,309 6,579 
General and administrative expenses2,363 2,961 7,546 8,686 
Total operating expenses$37,125 $28,394 $118,113 $76,955 
Interest and Other Financing Fees
Interest and other financing fees during the three and nine months ended September 30, 2023 and September 30, 2022 were attributable to borrowings under the February 2019 Credit Facility, the August 2025 Notes, the November Notes, the February Notes and the November 2026 Notes (each as defined below under “Liquidity and Capital Resources”). The increase in interest and other financing fees for the three and nine months ended September 30, 2023 as compared to the three and nine months ended September 30, 2022, was primarily attributable to increase in the weighted average interest rate on the February 2019 Credit Facility. The weighted average interest on the February 2019 Credit Facility was 7.1% as of September 30, 2023, as compared to 4.1% as of September 30, 2022.
Base Management Fees
Under the terms of the New Barings BDC Advisory Agreement, we pay Barings a base management fee (the “Base Management Fee”), quarterly in arrears on a calendar quarter basis. The Base Management Fee is calculated based on the average value of our gross assets, excluding cash and cash equivalents, at the end of the two most recently completed calendar quarters prior to the quarter for which such fees are being calculated. Base Management Fees for any partial month or quarter are appropriately pro-rated. See Note 2 to our Unaudited Consolidated Financial Statements for additional information regarding the terms of the New Barings BDC Advisory Agreement and the fee arrangements thereunder. For the three and nine months ended September 30, 2023, the amount of Base Management Fees incurred were approximately $8.3 million and $24.3 million, respectively. For the three and nine months ended September 30, 2022, the amount of Base Management Fees incurred were approximately $8.3 million and $21.5 million, respectively. The increase in the Base Management Fees for the nine months ended September 30, 2023 versus the nine months ended September 30, 2022 is primarily related to the average value of gross assets increasing from $2,295.4 million as of the end of the six most recently completed calendar quarters prior to September 30, 2022 to $2,592.2 million as of the end of the six most recently completed calendar quarters prior to September 30, 2023. For both the three and nine months ended September 30, 2023 and 2022, the Base Management Fee rate was 1.250%.
Incentive Fee
Under the New Barings BDC Advisory Agreement, we pay Barings an incentive fee (the “Incentive Fee”). A portion of the Incentive Fee is based on our income (the “Income-Based Fee”) and a portion is based on our capital gains (the “Capital Gains Fee”). The Income-Based Fee will be determined and paid quarterly in arrears based on the amount by which (x) the aggregate pre-incentive fee net investment income in respect of the current calendar quarter and the eleven preceding calendar quarters beginning with the calendar quarter that commences on or after January 1, 2021, as the case may be (or the appropriate portion thereof in the case of any of our first eleven calendar quarters that commences on or after January 1, 2021) exceeds (y) the hurdle amount as calculated for the same period. See Note 2 to our Unaudited Consolidated Financial Statements for additional information regarding the terms of the New Barings BDC Advisory Agreement and the fee arrangements thereunder. For the three and nine months ended September 30, 2023, the amount of Income-Based Fees incurred were $4.6 million and $24.3 million, respectively, as compared to $1.8 million and $6.6 million, respectively, for the three and nine months ended September 30, 2022. The Income-Based Fee is subject to a cap (the “Incentive Fee Cap”). The Incentive Fee Cap in any quarter is an amount equal to (a) 20% of the Cumulative Pre-Incentive Fee Net Return during the relevant Trailing Twelve Quarters less (b) the aggregate Income-Based Fees that were paid to the Adviser in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters. See Note 2 to our Consolidated Financial Statements for additional information regarding the terms of the Incentive Fee Cap. The increase in the Incentive Fees for the three and nine months ended September 30, 2023, as compared to the three and nine months ended September 30, 2022, relates predominately to an increase in pre-incentive fee net investment income. The amount of pre-incentive fee net investment income was $38.3 million as of September 30, 2023, as compared to $29.7 million as of September 30, 2022.
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General and Administrative Expenses
We entered into the Administration Agreement with Barings in August 2018. Under the terms of the Administration Agreement, Barings performs (or oversees, or arranges for, the performance of) the administrative services necessary for our operations. We reimburse Barings for the costs and expenses incurred by it in performing its obligations and providing personnel and facilities under the Administration Agreement in an amount to be negotiated and mutually agreed to by us and Barings quarterly in arrears; provided that the agreed-upon quarterly expense amount will not exceed the amount of expenses that would otherwise be reimbursable by us under the Administration Agreement for the applicable quarterly period, and Barings will not be entitled to the recoupment of any amounts in excess of the agreed-upon quarterly expense amount. See Note 2 to our Unaudited Consolidated Financial Statements for additional information regarding the Administration Agreement. For the three and nine months ended September 30, 2023, the amount of administration expenses incurred and invoiced by Barings for expenses was approximately $0.5 million and $1.6 million, respectively. For the three and nine months ended September 30, 2022, the amount of administration expenses incurred and invoiced by Barings for expenses was approximately $0.9 million and $2.7 million, respectively. In addition to expenses incurred under the Administration Agreement, general and administrative expenses include fees payable to the members of our Board for their service on the Board, D&O insurance costs, as well as legal and accounting expenses.
Net Realized Gains (Losses)
Net realized gains (losses) during the three and nine months ended September 30, 2023 and 2022 were as follows:
Three Months
Ended
Three Months
Ended
Nine Months EndedNine Months Ended
($ in thousands)September 30,
2023
September 30,
2022
September 30,
2023
September 30,
2022
Net realized gain (losses):
Non-Control / Non-Affiliate investments$(16,696)$(8,257)$(62,142)$(15,208)
Affiliate investments— — — 101 
Control investments— (773)— (1,587)
Net realized gains (losses) on investments(16,696)(9,030)(62,142)(16,694)
Distributions of realized gains by investment companies— 6,181 — 6,181 
Foreign currency transactions(330)245 3,743 (3,758)
Forward currency contracts(234)10,466 (17,144)10,468 
Net realized gains (losses)$(17,260)$7,862 $(75,543)$(3,803)
During the three months ended September 30, 2023, we recognized net realized losses totaling $17.3 million, which consisted primarily of a net loss on our investment portfolio of $16.7 million, a net loss on foreign currency transactions of $0.3 million and a net loss on forward currency contracts of $0.2 million. During the nine months ended September 30, 2023, we recognized net realized losses totaling $75.5 million, which consisted primarily of a net loss on our investment portfolio of $62.1 million and net loss on forward currency contracts of $17.1 million, partially offset by a net gain on foreign currency transactions of $3.7 million. The net loss on our investment portfolio primarily related to the $43.6 million realized loss on the exit of our debt investments in Custom Alloy Corporation, which was all reclassified from unrealized depreciation during the nine months ended September 30, 2023.
During the three months ended September 30, 2022, we recognized net realized gains totaling $7.9 million, which consisted primarily of a net gain on forward currency contracts of $10.5 million, a net gain on foreign currency transactions of $0.2 million and a $6.2 million dividend from a portfolio company that was recognized as a net realized gain, partially offset by a net loss on our investment portfolio of $9.0 million. During the nine months ended September 30, 2022, we recognized net realized losses totaling $3.8 million, which consisted primarily of a net loss on our loan portfolio of $15.9 million, a $0.8 million loss on the exchange of a debt investment in one portfolio company for equity and a net loss on foreign currency transactions of $3.8 million, partially offset by a $6.2 million distribution from a portfolio company that was recognized as a net realized gain and a net gain on forward currency contracts of $10.5 million.
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Net Unrealized Appreciation (Depreciation)
Net unrealized appreciation (depreciation) during the three and nine months ended September 30, 2023 and 2022 was as follows:
Three Months
Ended
Three Months
Ended
Nine Months EndedNine Months Ended
($ in thousands)September 30,
2023
September 30,
2022
September 30,
2023
September 30,
2022
Net unrealized appreciation (depreciation):
Non-Control / Non-Affiliate investments$9,336 $(29,481)$62,108 $(123,498)
Affiliate investments184 (320)13,745 (759)
Control investments(15,999)(16,991)(17,665)14,704 
Net unrealized appreciation (depreciation) on investments(6,479)(46,792)58,188 (109,553)
Credit support agreements(6,450)3,440 1,114 (10,320)
Foreign currency transactions7,560 13,777 (3,406)37,325 
Forward currency contracts7,379 3,454 23,143 15,238 
Net unrealized appreciation (depreciation)$2,010 $(26,121)$79,039 $(67,310)
During the three months ended September 30, 2023, we recorded net unrealized appreciation totaling $2.0 million, consisting of unrealized appreciation of $1.2 million on the MVC credit support agreement with Barings, net unrealized appreciation related to foreign currency transactions of $7.6 million, net unrealized appreciation related to forward currency contracts of $7.4 million and unrealized appreciation reclassification adjustments of $11.5 million related to the net realized losses on the sales / repayments of certain investments, net of unrealized depreciation on our current portfolio of $17.4 million, unrealized depreciation of $7.6 million on the Sierra credit support agreement with Barings and $0.7 million of deferred taxes. The net unrealized depreciation on our current portfolio of $17.4 million was driven primarily by the impact of foreign currency exchange rates on investments of $14.8 million and credit or fundamental performance of investments of $6.7 million, partially offset by broad market moves for investments of $4.1 million.
During the nine months ended September 30, 2023, we recorded net unrealized appreciation totaling $79.0 million, consisting of unrealized appreciation of $4.4 million on the MVC credit support agreement with Barings, net unrealized appreciation related to forward currency contracts of $23.1 million and net unrealized appreciation reclassification adjustments of $59.1 million related to the net realized losses on the sales / repayments of certain investments, net of unrealized depreciation on our current portfolio of $0.2 million, unrealized depreciation of $3.3 million on the Sierra credit support agreement with Barings, net unrealized depreciation related to foreign currency transactions of $3.4 million and $0.7 million of deferred taxes. The net unrealized depreciation on our current portfolio of $0.2 million was driven primarily by the impact of foreign currency exchange rates on investments of $4.0 million and credit or fundamental performance of investments of $3.3 million, partially offset by broad market moves for investments of $7.1 million.
During the three months ended September 30, 2022, we recorded net unrealized depreciation totaling $26.1 million, consisting of net unrealized depreciation on our current portfolio of $47.9 million, unrealized depreciation of $0.1 million on the MVC credit support agreement with Barings, unrealized depreciation reclassification adjustments of $0.5 million related to the net realized gains on the sales / repayments of certain investments, net of unrealized appreciation of $3.5 million on the Sierra credit support agreement with Barings, deferred tax asset of $1.6 million, net unrealized appreciation related to foreign currency transactions of $13.8 million and net unrealized appreciation related to forward currency contracts of $3.4 million. The net unrealized depreciation on our current portfolio of $47.9 million was driven primarily by credit or fundamental performance of investments of $1.8 million, the impact of foreign currency exchange rates on investments of $26.9 million and broad market moves for investments of $19.2 million.
During the nine months ended September 30, 2022, we recorded net unrealized depreciation totaling $67.3 million, consisting of net unrealized depreciation on our current portfolio of $110.5 million, net unrealized depreciation of $6.1 million on the MVC credit support agreement with Barings, net unrealized depreciation of $4.2 million on the Sierra credit support agreement with Barings, unrealized depreciation reclassification adjustments of $0.7 million related to the net realized gains on the sales / repayments of certain investments, net of deferred tax asset of $1.6 million, net unrealized appreciation related to foreign currency transactions of $37.3 million and net unrealized appreciation related to forward currency contracts of $15.2 million. The net unrealized depreciation on our current portfolio of $110.5 million was driven primarily by the impact of foreign currency exchange rates on investments of $56.2 million and broad market moves for investments of $74.7 million, partially offset by credit or fundamental performance of investments of $20.3 million.
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Liquidity and Capital Resources
We believe that our current cash and foreign currencies on hand, our available borrowing capacity under the February 2019 Credit Facility and our anticipated cash flows from operations will be adequate to meet our cash needs for our daily operations for at least the next twelve months. This “Liquidity and Capital Resources” section should be read in conjunction with the notes to our Unaudited Consolidated Financial Statements.
Cash Flows
For the nine months ended September 30, 2023, we experienced a net decrease in cash in the amount of $89.7 million. During that period, our operating activities used $62.1 million in cash, consisting primarily of purchases of portfolio investments of $400.5 million partially offset by proceeds from sales or repayments of portfolio investments totaling $273.6 million. In addition, our financing activities used net cash of $27.6 million, consisting of dividends paid in the amount of $81.3 million and share repurchases of $10.9 million, partially offset by net borrowings under the February 2019 Credit Facility of $67.0 million. As of September 30, 2023, we had $49.8 million of cash and foreign currencies on hand.
For the nine months ended September 30, 2022, we experienced a net increase in cash in the amount of $53.1 million. During that period, our operating activities provided $109.7 million in cash, consisting primarily of net cash acquired from the acquisition of Sierra of $101.9 million and proceeds from sales or repayments of portfolio investments totaling $900.3 million, partially offset by purchases of portfolio investments of $938.7 million. In addition, our financing activities used net cash of $56.6 million, consisting of dividends paid in the amount of $67.7 million and share repurchases of $23.6 million, partially offset by net borrowings under the February 2019 Credit Facility of $36.6 million. As of September 30, 2022, we had $137.3 million of cash and foreign currencies on hand.
Financing Transactions
February 2019 Credit Facility
On February 21, 2019, we entered into a senior secured credit facility with ING Capital LLC (“ING”), as administrative agent, and the lenders party thereto (as amended, restated and otherwise modified from time to time, the “February 2019 Credit Facility”). The initial commitments under the February 2019 Credit Facility totaled $800.0 million. Effective on November 4, 2021, we increased aggregate commitments under the February 2019 Credit Facility to $875.0 million from $800.0 million pursuant to the accordion feature under the February 2019 Credit Facility, which allows for an increase in the total commitments to an aggregate of $1.2 billion subject to certain conditions and the satisfaction of specified financial covenants (the “November 2021 Amendment”). Effective on February 25, 2022, we increased aggregate commitments under the February 2019 Credit Facility to $965.0 million from $875.0 million pursuant to the accordion feature under the February 2019 Credit Facility, and the allowance for an increase in the total commitments increased to $1.5 billion from $1.2 billion subject to certain conditions and the satisfaction of specified financial covenants (the “February 2022 Amendment”). Effective on April 1, 2022, we increased the aggregate commitments under the February 2019 Credit Facility to $1.1 billion from $965.0 million pursuant to the accordion feature under the February 2019 Credit Facility, which allows for an increase in the total commitments to an aggregate of $1.5 billion subject to certain conditions and the satisfaction of specified financial covenants (the “April 2022 Amendment”). We can borrow foreign currencies directly under the February 2019 Credit Facility. The February 2019 Credit Facility, which is structured as a revolving credit facility, is secured primarily by a material portion of our assets and guaranteed by certain of our subsidiaries. Following the termination on June 30, 2020 of Barings BDC Senior Funding I, LLC’s (“BSF”) credit facility entered into in August 2018 with Bank of America, N.A. (the “August 2018 Credit Facility”), BSF became a subsidiary guarantor and its assets secure the February 2019 Credit Facility. Effective May 9, 2023, the revolving period of the February 2019 Credit Facility was extended to February 21, 2025, followed by a one-year repayment period, and the maturity date was extended to February 21, 2026 (the “May 2023 Amendment”).
Borrowings denominated in U.S. Dollars under the February 2019 Credit Facility bear interest, subject to our election, on a per annum basis equal to (i) the alternate base rate plus 1.25% (or 1.00% for so long as we maintain an investment grade credit rating) or (ii) the term SOFR plus 2.25% (or 2.00% for so long as we maintain an investment grade credit rating) plus a credit spread adjustment of 0.10% for borrowings with an interest period of one month, 0.15% for borrowings with an interest period of three months or 0.25% for borrowings with an interest period of six months. Borrowings denominated in certain foreign currencies, other than Australian dollars, bear interest on a per annum basis equal to the applicable currency rate for the foreign currency as defined in the credit agreement plus 2.00% (or 2.25% if we no longer maintain an investment grade credit rating) or for borrowings denominated in Australian dollars, the applicable Australian dollars Screen Rate, plus 2.20% (or 2.45% if we no longer maintain an investment grade credit rating). The alternate base rate is equal to the greatest of (i) the prime rate, (ii) the federal funds rate plus 0.5%, (iii) the Overnight Bank Funding Rate plus 0.5%, (iv) one-month term SOFR plus 1.0% plus a credit spread adjustment of 0.10% and (v) 1.0%.
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In addition, we pay a commitment fee of (i) 0.5% per annum on undrawn amounts if the unused portion of the February 2019 Credit Facility is greater than two-thirds of total commitments or (ii) 0.375% per annum on undrawn amounts if the unused portion of the February 2019 Credit Facility is equal to or less than two-thirds of total commitments. In connection with entering into the February 2019 Credit Facility, we incurred financing fees of approximately $6.4 million, which will be amortized over the life of the February 2019 Credit Facility. In connection with the November 2021 Amendment, February 2022 Amendment, the April 2022 Amendment and the May 2023 Amendment, we incurred financing fees of approximately $4.1 million, which will be amortized over the remaining life of the February 2019 Credit Facility.
As of September 30, 2023, we were in compliance with all covenants under the February 2019 Credit Facility and had U.S. dollar borrowings of $564.5 million outstanding under the February 2019 Credit Facility with an interest rate of 7.428% (one month SOFR of 5.328%), borrowings denominated in Swedish krona of 12.8kr million ($1.2 million U.S. dollars) with an interest rate of 5.875% (one month STIBOR of 3.875%), borrowings denominated in British pounds sterling of £68.6 million ($83.7 million U.S. dollars) with an interest rate of 7.218% (one month SONIA of 5.218%) and borrowings denominated in Euros of €138.6 million ($146.7 million U.S. dollars) with an interest rate of 5.750% (one month EURIBOR of 3.750%). The borrowings denominated in foreign currencies were translated into U.S. dollars based on the spot rate at the relevant balance sheet date. The impact resulting from changes in foreign exchange rates on the February 2019 Credit Facility borrowings is included in “Net unrealized appreciation (depreciation) - foreign currency transactions” in our Unaudited Consolidated Statements of Operations.
The fair values of the borrowings outstanding under the February 2019 Credit Facility are based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model. As of September 30, 2023, the total fair value of the borrowings outstanding under the February 2019 Credit Facility was $796.1 million. See Note 5 to our Unaudited Consolidated Financial Statements for additional information regarding the February 2019 Credit Facility.
August 2025 Notes
On August 3, 2020, we entered into a Note Purchase Agreement (the “August 2020 NPA”) with Massachusetts Mutual Life Insurance Company governing the issuance of (1) $50.0 million in aggregate principal amount of Series A senior unsecured notes due August 2025 (the “Series A Notes due 2025”) with a fixed interest rate of 4.66% per year, and (2) up to $50.0 million in aggregate principal amount of additional senior unsecured notes due August 2025 with a fixed interest rate per year to be determined (the “Additional Notes” and, collectively with the Series A Notes due 2025, the “August 2025 Notes”), in each case, to qualified institutional investors in a private placement. An aggregate principal amount of $25.0 million of the Series A Notes due 2025 were issued on September 24, 2020 and an aggregate principal amount of $25.0 million of the Series A Notes due 2025 were issued on September 29, 2020, both of which will mature on August 4, 2025 unless redeemed, purchased or prepaid prior to such date by us in accordance with their terms. Interest on the August 2025 Notes is due semiannually in March and September, beginning in March 2021. In addition, we are obligated to offer to repay the August 2025 Notes at par (plus accrued and unpaid interest to, but not including, the date of prepayment) if certain change in control events occur. Subject to the terms of the August 2020 NPA, we may redeem the August 2025 Notes in whole or in part at any time or from time to time at our option at par plus accrued interest to the prepayment date and, if redeemed on or before November 3, 2024, a make-whole premium. The August 2025 Notes are guaranteed by certain of our subsidiaries, and are our general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by us.
The Company’s permitted issuance period for the Additional Notes under the August 2020 NPA expired on February 3, 2022, prior to which date the Company issued no Additional Notes.
The August 2020 NPA contains certain representations and warranties, and various covenants and reporting requirements customary for senior unsecured notes issued in a private placement, including, without limitation, affirmative and negative covenants such as information reporting, maintenance of our status as a BDC within the meaning of the 1940 Act, certain restrictions with respect to transactions with affiliates, fundamental changes, changes of line of business, permitted liens, investments and restricted payments, minimum shareholders’ equity, maximum net debt to equity ratio and minimum asset coverage ratio. The August 2020 NPA also contains customary events of default with customary cure and notice periods, including, without limitation, nonpayment, incorrect representation in any material respect, breach of covenant, cross-default under our other indebtedness or that of our subsidiary guarantors, certain judgements and orders, and certain events of bankruptcy. Upon the occurrence of an event of default, the holders of at least 66-2/3% in principal amount of the August 2025 Notes at the time outstanding may declare all August 2025 Notes then outstanding to be immediately due and payable. As of September 30, 2023, we were in compliance with all covenants under the August 2020 NPA.
The August 2025 Notes were offered in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The August 2025 Notes have not and will not be registered under the Securities Act or any state securities
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laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, as applicable.
As of September 30, 2023, the fair value of the outstanding August 2025 Notes was $47.0 million. The fair value determination of the August 2025 Notes was based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.
November Notes
On November 4, 2020, we entered into a Note Purchase Agreement (the “November 2020 NPA”) governing the issuance of (1) $62.5 million in aggregate principal amount of Series B senior unsecured notes due November 2025 (the “Series B Notes”) with a fixed interest rate of 4.25% per year and (2) $112.5 million in aggregate principal amount of Series C senior unsecured notes due November 2027 (the “Series C Notes,” and, collectively with the Series B Notes, the “November Notes”) with a fixed interest rate of 4.75% per year, in each case, to qualified institutional investors in a private placement. Each stated interest rate is subject to a step up of (x) 0.75% per year, to the extent the applicable November Notes do not satisfy certain investment grade conditions and/or (y) 1.50% per year, to the extent the ratio of our secured debt to total assets exceeds specified thresholds, measured as of each fiscal quarter end. The November Notes were delivered and paid for on November 5, 2020.
The Series B Notes will mature on November 4, 2025, and the Series C Notes will mature on November 4, 2027 unless redeemed, purchased or prepaid prior to such date by us in accordance with their terms. Interest on the November Notes is due semiannually in May and November, beginning in May 2021. In addition, we are obligated to offer to repay the November Notes at par (plus accrued and unpaid interest to, but not including, the date of prepayment) if certain change in control events occur. Subject to the terms of the November 2020 NPA, we may redeem the Series B Notes and the Series C Notes in whole or in part at any time or from time to time at our option at par plus accrued interest to the prepayment date and, if redeemed on or before May 4, 2025, with respect to the Series B Notes, or on or before May 4, 2027, with respect to the Series C Notes, a make-whole premium. The November Notes are guaranteed by certain of our subsidiaries, and are our general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by us.
The November 2020 NPA contains certain representations and warranties, and various covenants and reporting requirements customary for senior unsecured notes issued in a private placement, including, without limitation, affirmative and negative covenants such as information reporting, maintenance of our status as a BDC within the meaning of the 1940 Act, certain restrictions with respect to transactions with affiliates, fundamental changes, changes of line of business, permitted liens, investments and restricted payments, minimum shareholders’ equity, maximum net debt to equity ratio and minimum asset coverage ratio. The November 2020 NPA also contains customary events of default with customary cure and notice periods, including, without limitation, nonpayment, incorrect representation in any material respect, breach of covenant, cross-default under our other indebtedness or that of our subsidiary guarantors, certain judgements and orders, and certain events of bankruptcy. Upon the occurrence of an event of default, the holders of at least 66-2/3% in principal amount of the November Notes at the time outstanding may declare all November Notes then outstanding to be immediately due and payable. As of September 30, 2023, we were in compliance with all covenants under the November 2020 NPA.
The November Notes were offered in reliance on Section 4(a)(2) of the Securities Act. The November Notes have not and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, as applicable.
As of September 30, 2023, the fair value of the outstanding Series B Notes and the Series C Notes was $57.3 million and $98.0 million, respectively. The fair value determinations of the Series B Notes and Series C Notes were based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.
February Notes
On February 25, 2021, we entered into a Note Purchase Agreement (the “February 2021 NPA”) governing the issuance of (1) $80.0 million in aggregate principal amount of Series D senior unsecured notes due February 26, 2026 (the “Series D Notes”) with a fixed interest rate of 3.41% per year and (2) $70.0 million in aggregate principal amount of Series E senior unsecured notes due February 26, 2028 (the “Series E Notes” and, collectively with the Series D Notes, the “February Notes”) with a fixed interest rate of 4.06% per year, in each case, to qualified institutional investors in a private placement. Each stated interest rate is subject to a step up of (x) 0.75% per year, to the extent the applicable February Notes do not satisfy certain investment grade rating conditions and/or (y) 1.50% per year, to the extent the ratio of our secured debt to total assets exceeds
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specified thresholds, measured as of each fiscal quarter end. The February Notes were delivered and paid for on February 26, 2021.
The Series D Notes will mature on February 26, 2026, and the Series E Notes will mature on February 26, 2028 unless redeemed, purchased or prepaid prior to such date by us in accordance with the terms of the February 2021 NPA. Interest on the February Notes is due semiannually in February and August of each year, beginning in August 2021. In addition, we are obligated to offer to repay the February Notes at par (plus accrued and unpaid interest to, but not including, the date of prepayment) if certain change in control events occur. Subject to the terms of the February 2021 NPA, we may redeem the Series D Notes and the Series E Notes in whole or in part at any time or from time to time at our option at par plus accrued interest to the prepayment date and, if redeemed on or before August 26, 2025, with respect to the Series D Notes, or on or before August 26, 2027, with respect to the Series E Notes, a make-whole premium. The February Notes are guaranteed by certain of our subsidiaries, and are our general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by us.
The February 2021 NPA contains certain representations and warranties, and various covenants and reporting requirements customary for senior unsecured notes issued in a private placement, including, without limitation, information reporting, maintenance of our status as a BDC within the meaning of the 1940 Act, and certain restrictions with respect to transactions with affiliates, fundamental changes, changes of line of business, permitted liens, investments and restricted payments. In addition, the February 2021 NPA contains the following financial covenants: (a) maintaining a minimum obligors’ net worth, measured as of each fiscal quarter end; (b) not permitting our asset coverage ratio, as of the date of the incurrence of any debt for borrowed money or the making of any cash dividend to shareholders, to be less than the statutory minimum then applicable to us under the 1940 Act; and (c) not permitting our net debt to equity ratio to exceed 2.0x, measured as of each fiscal quarter end.
The February 2021 NPA also contains customary events of default with customary cure and notice periods, including, without limitation, nonpayment, incorrect representation in any material respect, breach of covenant, cross-default under other indebtedness or that of our subsidiary guarantors, certain judgements and orders, and certain events of bankruptcy. Upon the occurrence of certain events of default, the holders of at least 66-2/3% in principal amount of the February Notes at the time outstanding may declare all February Notes then outstanding to be immediately due and payable. As of September 30, 2023, we were in compliance with all covenants under the February 2021 NPA.
The February Notes were offered in reliance on Section 4(a)(2) of the Securities Act. The February Notes have not and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, as applicable.
As of September 30, 2023, the fair value of the outstanding Series D Notes and the Series E Notes was $71.7 million and $59.1 million, respectively. The fair value determinations of the Series D Notes and Series E Notes were based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.
November 2026 Notes
On November 23, 2021, we entered into an Indenture (the “Base Indenture”) and a First Supplemental Indenture (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”) with U.S. Bank Trust Company, National Association (the “Trustee”). The First Supplemental Indenture relates to our issuance of $350.0 million aggregate principal amount of its 3.300% notes due 2026 (the “November 2026 Notes”).
The November 2026 Notes will mature on November 23, 2026 and may be redeemed in whole or in part at our option at any time or from time to time at the redemption prices set forth in the Indenture. The November 2026 Notes bear interest at a rate of 3.300% per year payable semi-annually on May 23 and November 23 of each year, commencing on May 23, 2022. The November 2026 Notes are our general unsecured obligations that rank senior in right of payment to all of our existing and future indebtedness that is expressly subordinated in right of payment to the November 2026 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by us, rank effectively junior to any of our secured indebtedness (including unsecured indebtedness that we later secure) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by our subsidiaries, financing vehicles or similar facilities.
The Indenture contains certain covenants, including covenants requiring us to comply with the asset coverage requirements of Section 18(a)(1)(A) as modified by Sections 61(a)(1) and (2) of the 1940 Act, whether or not we are subject to those requirements, and to provide financial information to the holders of the November 2026 Notes and the Trustee if we are
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no longer subject to the reporting requirements under the Exchange Act. These covenants are subject to important limitations and exceptions that are described in the Indenture.
In addition, on the occurrence of a “change of control repurchase event,” as defined in the Indenture, we will generally be required to make an offer to purchase the outstanding November 2026 Notes at a price equal to 100% of the principal amount of such November 2026 Notes plus accrued and unpaid interest to the repurchase date.
The November 2026 Notes were offered to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to certain non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act. Concurrent with the closing of November 2026 Notes offering, we entered into a registration rights agreement for the benefit of the purchasers of the November 2026 Notes. Pursuant to the terms of this registration rights agreement, we filed a registration statement on Form N-14 with the SEC, which was subsequently declared effective, to permit electing holders of the November 2026 Notes to exchange all of their outstanding restricted November 2026 Notes for an equal aggregate principal amount of new November 2026 Notes (the “Exchange Notes”). The Exchange Notes have terms substantially identical to the terms of the November 2026 Notes, except that the Exchange Notes are registered under the Securities Act, and certain transfer restrictions, registration rights, and additional interest provisions relating to the November 2026 Notes do not apply to the Exchange Notes.
As of September 30, 2023, the fair value of the outstanding November 2026 Notes was $298.4 million. The fair value determinations of the November 2026 Notes were based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.
Share Repurchase Program
In connection with the closing of the MVC Acquisition on December 23, 2020, we committed to make open-market purchases of shares of our common stock in an aggregate amount of up to $15.0 million at then-current market prices at any time shares trade below 90% of our then most recently disclosed net ass value (“NAV”) per share. Any repurchases pursuant to the authorized program occurred during the 12-month period that commenced upon the filing of our quarterly report on Form 10-Q for the quarter ended March 31, 2021, which occurred on May 6, 2021, and were made in accordance with applicable legal, contractual and regulatory requirements. The MVC-related repurchase program terminated on May 6, 2022. Prior to its termination, we repurchased a total of 207,677 shares of common stock in the open market under the MVC repurchase program at an average price of $10.14 per share, including broker commissions.
In connection with the completion of the Sierra Merger, we committed to make open-market purchases of shares of our common stock in an aggregate amount of up to $30.0 million at then-current market prices at any time shares trade below 90% of our then most recently disclosed NAV per share. Any repurchases pursuant to the authorized program occurred during the 12-month period commencing on April 1, 2022 and were made in accordance with a Rule 10b5-1 purchase plan that qualifies for the safe harbors provided by Rules 10b5-1 and 10b-18 under the Exchange Act, as well as subject to compliance with our covenant and regulatory requirements. During the year ended December 31, 2022, we repurchased the maximum amount of $30.0 million of common stock authorized under the Sierra share repurchase program. In total under the Sierra share repurchase program, we repurchased a total of 3,179,168 shares of common stock in the open market under the authorized program at an average price of $9.44 per share, including broker commissions.
On February 23, 2023, our Board authorized a new 12-month share repurchase program. Under the program, we may repurchase, during the 12-month period commencing on March 1, 2023, up to $30.0 million in the aggregate of our outstanding common stock in the open market at prices below the then-current NAV per share. The timing, manner, price and amount of any share repurchases will be determined by us, at our discretion, based upon the evaluation of economic and market conditions, our stock price, applicable legal, contractual and regulatory requirements and other factors. The program is expected to be in effect until March 1, 2024, unless extended or until the aggregate repurchase amount that has been approved by our Board has been expended. The program does not require us to repurchase any specific number of shares, and we cannot assure stockholders that any shares will be repurchased under the program. The program may be suspended, extended, modified or discontinued at any time. During the nine months ended September 30, 2023, we repurchased a total of 1,400,000 shares of common stock in the open market under the authorized program at an average price of $7.75 per share, including brokerage commissions.
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Distributions to Stockholders
We intend to pay quarterly distributions to our stockholders out of assets legally available for distribution. We have adopted a dividend reinvestment plan (“DRIP”) that provides for reinvestment of dividends on behalf of our stockholders, unless a stockholder elects to receive cash. As a result, when we declare a dividend, stockholders who have not opted out of the DRIP will have their dividends automatically reinvested in shares of our common stock, rather than receiving cash dividends.
We have elected to be treated as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), and intend to make the required distributions to our stockholders as specified therein. In order to maintain our tax treatment as a RIC and to obtain RIC tax benefits, we must meet certain minimum distribution, source-of-income and asset diversification requirements. If such requirements are met, then we are generally required to pay income taxes only on the portion of our taxable income and gains we do not distribute (actually or constructively) and certain built-in gains. We have historically met our minimum distribution requirements and continually monitor our distribution requirements with the goal of ensuring compliance with the Code. We can offer no assurance that we will achieve results that will permit the payment of any level of cash distributions and our ability to make distributions will be limited by the asset coverage requirement and related provisions under the 1940 Act and contained in any applicable indenture or financing agreement and related supplements. In addition, in order to satisfy the annual distribution requirement applicable to RICs, we may declare a significant portion of our dividends in shares of our common stock instead of in cash. As long as a portion of such dividend is paid in cash (which portion may be as low as 20% of such dividend under published guidance from the Internal Revenue Service) and certain requirements are met, the entire distribution will be treated as a dividend for U.S. federal income tax purposes. As a result, a stockholder generally would be subject to tax on 100% of the fair market value of the dividend on the date the dividend is received by the stockholder in the same manner as a cash dividend, even though most of the dividend was paid in shares of our common stock.
The minimum distribution requirements applicable to RICs require us to distribute to our stockholders each year at least 90% of our investment company taxable income, or ICTI, as defined by the Code. Depending on the level of ICTI and net capital gain, if any, earned in a tax year, we may choose to carry forward ICTI in excess of current year distributions into the next tax year and pay a 4% U.S. federal excise tax on such excess. Any such carryover ICTI must be distributed before the end of the next tax year through a dividend declared prior to filing the final tax return related to the year which generated such ICTI.
ICTI generally differs from net investment income for financial reporting purposes due to temporary and permanent differences in the recognition of income and expenses. We may be required to recognize ICTI in certain circumstances in which we do not receive cash. For example, if we hold debt obligations that are treated under applicable tax rules as having original issue discount (such as debt instruments issued with warrants), we must include in ICTI each year a portion of the original issue discount that accrues over the life of the obligation, regardless of whether cash representing such income is received by us in the same taxable year. We may also have to include in ICTI other amounts that we have not yet received in cash, such as (i) PIK interest income and (ii) interest income from investments that have been classified as non-accrual for financial reporting purposes. Interest income on non-accrual investments is not recognized for financial reporting purposes, but generally is recognized in ICTI. Because any original issue discount or other amounts accrued will be included in our ICTI for the year of accrual, we may be required to make a distribution to our stockholders in order to satisfy the minimum distribution requirements, even though we will not have received and may not ever receive any corresponding cash amount. ICTI also excludes net unrealized appreciation or depreciation, as investment gains or losses are not included in taxable income until they are realized.
Recent Developments
Subsequent to September 30, 2023, we made approximately $105.3 million of new commitments, of which $96.7 million closed and funded. The $96.7 million of investments consists of $94.6 million of first lien senior secured debt investments, $2.0 million of subordinated debt investments and $0.1 million of equity investments. The weighted average yield of the debt investments was 13.1%. In addition, we funded $9.7 million of previously committed delayed draw term loans and $2.5 million of a previously committed preferred equity co-investment.
On November 9, 2023, the Board declared a quarterly distribution of $0.26 per share payable on December 13, 2023 to holders of record as of December 6, 2023.
Critical Accounting Policies and Use of Estimates
The preparation of our unaudited financial statements in accordance with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses for the periods covered by such financial statements. We have identified investment valuation and revenue recognition as our most critical accounting estimates. On an ongoing basis, we evaluate our
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estimates, including those related to the matters described below. These estimates are based on the information that is currently available to us and on various other assumptions that we believe to be reasonable under the circumstances. Actual results could differ materially from those estimates under different assumptions or conditions. A discussion of our critical accounting policies follows.
Valuation of Investments
The Adviser conducts the valuation of our investments, upon which our NAV is primarily based, in accordance with its valuation policy, as well as established and documented processes and methodologies for determining the fair values of portfolio company investments on a recurring (at least quarterly) basis in accordance with the 1940 Act and FASB ASC Topic 820, Fair Value Measurements and Disclosures (“ASC Topic 820”). Our current valuation policy and processes were established by the Adviser and were approved by the Board.
As of September 30, 2023, our investment portfolio, valued at fair value in accordance with the Board-approved valuation policies, represented approximately 210% of our total net assets, as compared to approximately 205% of our total net assets as of December 31, 2022.
Under ASC Topic 820, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between a willing buyer and a willing seller at the measurement date. For our portfolio securities, fair value is generally the amount that we might reasonably expect to receive upon the current sale of the security. The fair value measurement assumes that the sale occurs in the principal market for the security, or in the absence of a principal market, in the most advantageous market for the security. If no market for the security exists or if we do not have access to the principal market, the security should be valued based on the sale occurring in a hypothetical market.
Under ASC Topic 820, there are three levels of valuation inputs, as follows:
Level 1 Inputs – include quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2 Inputs – include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
Level 3 Inputs – include inputs that are unobservable and significant to the fair value measurement.
A financial instrument is categorized within the ASC Topic 820 valuation hierarchy based upon the lowest level of input to the valuation process that is significant to the fair value measurement. For example, a Level 3 fair value measurement may include inputs that are observable (Levels 1 and 2) and unobservable (Level 3). Therefore, unrealized appreciation and depreciation related to such investments categorized as Level 3 investments within the tables in the notes to our consolidated financial statements may include changes in fair value that are attributable to both observable inputs (Levels 1 and 2) and unobservable inputs (Level 3).
Our investment portfolio includes certain debt and equity instruments of privately held companies for which quoted prices or other observable inputs falling within the categories of Level 1 and Level 2 are generally not available. In such cases, the Adviser determines the fair value of our investments in good faith primarily using Level 3 inputs. In certain cases, quoted prices or other observable inputs exist, and if so, the Adviser assesses the appropriateness of the use of these third-party quotes in determining fair value based on (i) its understanding of the level of actual transactions used by the broker to develop the quote and whether the quote was an indicative price or binding offer and (ii) the depth and consistency of broker quotes and the correlation of changes in broker quotes with underlying performance of the portfolio company.
There is no single standard for determining fair value in good faith, as fair value depends upon the specific circumstances of each individual investment. The recorded fair values of our Level 3 investments may differ significantly from fair values that would have been used had an active market for the securities existed. In addition, changes in the market environment and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on these investments to be different than the valuations currently assigned.
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Investment Valuation Process
The Board must determine fair value in good faith for any or all of our investments for which market quotations are not readily available. The Board has designated the Adviser as valuation designee to perform the fair value determinations relating to the value of these assets. Barings has established a pricing committee that is, subject to the oversight of the Board, responsible for the approval, implementation and oversight of the processes and methodologies that relate to the pricing and valuation of assets we hold. Barings uses independent third-party providers to price the portfolio, but in the event an acceptable price cannot be obtained from an approved external source, Barings will utilize alternative methods in accordance with internal pricing procedures established by Barings’ pricing committee.
At least annually, Barings conducts reviews of the primary pricing vendors to validate that the inputs used in the vendors’ pricing process are deemed to be market observable. While Barings is not provided access to proprietary models of the vendors, the reviews have included on-site walkthroughs of the pricing process, methodologies and control procedures for each asset class and level for which prices are provided. The review also includes an examination of the underlying inputs and assumptions for a sample of individual securities across asset classes, credit rating levels and various durations, a process Barings continues to perform annually. In addition, the pricing vendors have an established challenge process in place for all security valuations, which facilitates identification and resolution of prices that fall outside expected ranges. Barings believes that the prices received from the pricing vendors are representative of prices that would be received to sell the assets at the measurement date (i.e., exit prices).
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Our money market fund investments are generally valued using Level 1 inputs and our equity investments listed on an exchange or on the NASDAQ National Market System are valued using Level 1 inputs, using the last quoted sale price of that day. Our syndicated senior secured loans and structured product investments are generally valued using Level 2 inputs, which are generally valued at the bid quotation obtained from dealers in loans by an independent pricing service. Our middle-market, private debt and equity investments are generally valued using Level 3 inputs.
Independent Valuation
The fair value of loans and equity investments that are not syndicated or for which market quotations are not readily available, including middle-market loans, are generally submitted to independent providers to perform an independent valuation on those loans and equity investments as of the end of each quarter. Such loans and equity investments are initially held at cost, as that is a reasonable approximation of fair value on the acquisition date, and monitored for material changes that could affect the valuation (for example, changes in interest rates or the credit quality of the borrower). At the quarter end following that of the initial acquisition, such loans and equity investments are generally sent to a valuation provider which will determine the fair value of each investment. The independent valuation providers apply various methods (synthetic rating analysis, discounting cash flows, and re-underwriting analysis) to establish the rate of return a market participant would require (the “discount rate”) as of the valuation date, given market conditions, prevailing lending standards and the perceived credit quality of the issuer. Future expected cash flows for each investment are discounted back to present value using these discount rates in the discounted cash flow analysis. A range of values will be provided by the valuation provider and Barings will determine the point within that range that it will use. If the Barings pricing committee disagrees with the price range provided, it may make a fair value recommendation to Barings that is outside of the range provided by the independent valuation provider and the reasons therefore. In certain instances, we may determine that it is not cost-effective, and as a result is not in the stockholders’ best interests, to request an independent valuation firm to perform an independent valuation on certain investments. Such instances include, but are not limited to, situations where the fair value of the investment in the portfolio company is determined to be insignificant relative to the total investment portfolio.
Valuation Inputs
The Adviser’s valuation techniques are based upon both observable and unobservable pricing inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Adviser’s market assumptions. The Adviser’s 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. An independent pricing service provider is the preferred source of pricing a loan, however, to the extent the independent pricing service provider price is unavailable or not relevant and reliable, the Adviser will utilize alternative approaches such as broker quotes or manual prices. The Adviser attempts to maximize the use of observable inputs and minimize the use of unobservable inputs. The availability of observable inputs can vary from
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investment to investment and is affected by a wide variety of factors, including the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets and other characteristics particular to the security.
Valuation of Investments in Jocassee, Thompson Rivers, Waccamaw River, Sierra JV and MVC Private Equity Fund LP
As Jocassee, Thompson Rivers, Waccamaw River, Sierra JV and MVC Private Equity Fund LP (each as defined in Note 3 to our Unaudited Consolidated Financial Statements) are investment companies with no readily determinable fair values, the Adviser estimates the fair value of our investments in these entities using net asset valueNAV of each company and our ownership percentage as a practical expedient. The net asset valueNAV is determined in accordance with the specialized accounting guidance for investment companies.
Revenue Recognition
Interest and Dividend Income
Interest income, including amortization of premium and accretion of discount, is recorded on the accrual basis to the extent that such amounts are expected to be collected. Generally, when interest and/or principal payments on a loan become past due, or if we otherwise do not expect the borrower to be able to service its debt and other obligations, we will place the loan on non-accrual status and will generally cease recognizing interest income on that loan for financial reporting purposes until all principal and interest have been brought current through payment or due to a restructuring such that the interest income is deemed to be collectible. The cessation of recognition of such interest will negatively impact the reported fair value of the investment. We write off any previously accrued and uncollected interest when it is determined that interest is no longer considered collectible.
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Interest income from investments in the equity class of a collateralized loan obligation (“CLO”) security (typically subordinated notes) is recorded based upon an estimation of an effective yield to expected maturity utilizing assumed cash flows in accordance with ASC 325-40, Beneficial Interests in Securitized Financial Assets. We monitor the expected cash flows from these investments, including the expected residual payments, and the effective yield is determined and updated periodically. Any difference between the cash distribution received and the amount calculated pursuant to the effective interest method is recorded as an adjustment to the cost basis of such investments.
Dividend income on preferred equity securities is recorded on the accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity is recorded on the ex-dividend date.
We may have to include interest income in our ICTI, including original issue discount income, from investments that have been classified as non-accrual for financial reporting purposes. Interest income on non-accrual investments is not recognized for financial reporting purposes, but generally is recognized in ICTI. As a result, we may be required to make a distribution to our stockholders in order to satisfy the minimum distribution requirements to maintain our RIC tax treatment, even though we will not have received and may not ever receive any corresponding cash amount. Additionally, any loss recognized by us for U.S. federal income tax purposes on previously accrued interest income will be treated as a capital loss.
Fee Income
Origination, facility, commitment, consent and other advance fees received in connection with the origination of a loan, or Loan Origination Fees, are recorded as deferred income and recognized as investment income over the term of the loan. Upon prepayment of a loan, any unamortized Loan Origination Fees are recorded as investment income. In the general course of our business, we receive certain fees from portfolio companies, which are non-recurring in nature. Such fees include loan prepayment penalties, structuring fees, covenant waiver fees and loan amendment fees, and are recorded as investment income when earned.
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Fee income for the three and sixnine months ended JuneSeptember 30, 2023 and 2022 was as follows:
Three Months
Ended
Three Months
Ended
Six Months EndedSix Months Ended
Three Months
Ended
Three Months
Ended
Nine Months EndedNine Months Ended
($ in thousands)($ in thousands)June 30, 2023June 30, 2022June 30, 2023June 30, 2022($ in thousands)September 30, 2023September 30, 2022September 30, 2023September 30, 2022
Recurring Fee Income:Recurring Fee Income:Recurring Fee Income:
Amortization of loan origination feesAmortization of loan origination fees$1,749 $1,489 $3,420 $2,816 Amortization of loan origination fees$1,740 $1,582 $5,160 $4,398 
Management, valuation and other feesManagement, valuation and other fees601 633 1,194 47 Management, valuation and other fees518 620 1,712 667 
Total Recurring Fee IncomeTotal Recurring Fee Income2,350 2,122 4,614 2,863 Total Recurring Fee Income2,258 2,202 6,872 5,065 
Non-Recurring Fee Income:Non-Recurring Fee Income:Non-Recurring Fee Income:
Prepayment feesPrepayment fees329 133 329 133 Prepayment fees— — 329 134 
Acceleration of unamortized loan origination feesAcceleration of unamortized loan origination fees328 2,301 674 2,497 Acceleration of unamortized loan origination fees208 1,685 882 4,182 
Advisory, loan amendment and other feesAdvisory, loan amendment and other fees1,294 516 1,984 775 Advisory, loan amendment and other fees184 434 2,167 1,208 
Total Non-Recurring Fee IncomeTotal Non-Recurring Fee Income1,951 2,950 2,987 3,405 Total Non-Recurring Fee Income392 2,119 3,378 5,524 
Total Fee IncomeTotal Fee Income$4,301 $5,072 $7,601 $6,268 Total Fee Income$2,650 $4,321 $10,250 $10,589 
Payment-in-Kind (PIK) Interest Income
We currently hold, and expect to hold in the future, some loans in our portfolio that contain PIK interest provisions. PIK interest, computed at the contractual rate specified in each loan agreement, is periodically added to the principal balance of the loan, rather than being paid to us in cash, and is recorded as interest income. Thus, the actual collection of PIK interest may be deferred until the time of debt principal repayment.
PIK interest, which is a non-cash source of income at the time of recognition, is included in our taxable income and therefore affects the amount we are required to distribute to our stockholders to maintain our tax treatment as a RIC for U.S. federal income tax purposes, even though we have not yet collected the cash. Generally, when current cash interest and/or principal payments on a loan become past due, or if we otherwise do not expect the borrower to be able to service its debt and other obligations, we will place the loan on non-accrual status and will generally cease recognizing PIK interest income on that loan for financial reporting purposes until all principal and interest have been brought current through payment or due to a
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restructuring such that the interest income is deemed to be collectible. We write off any previously accrued and uncollected PIK interest when it is determined that the PIK interest is no longer collectible.
We may have to include in our ICTI, PIK interest income from investments that have been classified as non-accrual for financial reporting purposes. Interest income on non-accrual investments is not recognized for financial reporting purposes, but generally is recognized in ICTI. As a result, we may be required to make a distribution to our stockholders in order to satisfy the minimum distribution requirements, even though we will not have received and may not ever receive any corresponding cash amount.
Unused Commitments
In the normal course of business, we are party to financial instruments with off-balance sheet risk, consisting primarily of unused commitments to extend financing to our portfolio companies. Since commitments may expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements. As of JuneSeptember 30, 2023 and December 31, 2022, we believed that we had adequate financial resources to satisfy our unfunded commitments. The balances of unused commitments to extend financing as of JuneSeptember 30, 2023 and December 31, 2022 were as follows:

Portfolio Company
($ in thousands)
Investment TypeJune 30, 2023December 31, 2022
Accurus Aerospace Corporation(1)(2)Revolver$634 $1,152 
Adhefin International(1)(2)(3)Delayed Draw Term Loan808 — 
Air Comm Corporation, LLC(1)(2)Delayed Draw Term Loan1,549 — 
AlliA Insurance Brokers NV(1)(3)Delayed Draw Term Loan1,871 — 
Americo Chemical Products, LLC(1)(2)Revolver471 — 
Amtech LLC(1)Delayed Draw Term Loan764 1,527 
Amtech LLC(1)Revolver682 545 
AnalytiChem Holding GmbH(1)(2)(3)Bridge Revolver375 366 
APC1 Holding(1)(3)Delayed Draw Term Loan— 354 
Aquavista Watersides 2 LTD(1)(2)(4)Capex / Acquisition Facility2,215 2,543 
Arc Education(1)(3)Delayed Draw Term Loan1,732 1,900 
Argus Bidco Limited(1)(2)(4)CAF Term Loan693 789 
Argus Bidco Limited(1)(2)(4)RCF Bridge Term Loan— 168 
ASC Communications, LLC(1)Revolver1,089 1,089 
Astra Bidco Limited(1)(4)Delayed Draw Term Loan602 876 
ATL II MRO Holdings, Inc.(1)Revolver1,667 1,667 
Avance Clinical Bidco Pty Ltd(1)(2)(5)Delayed Draw Term Loan1,272 1,295 
Azalea Buyer, Inc.(1)Delayed Draw Term Loan962 962 
Azalea Buyer, Inc.(1)Revolver481 481 
Bariacum S.A(1)(3)Acquisition Facility982 2,028 
Beyond Risk Management, Inc.(1)(2)Delayed Draw Term Loan2,423 2,423 
Biolam Group(1)(2)(3)Delayed Draw Term Loan1,489 4,783 
Black Angus Steakhouses, LLC(1)Delayed Draw Term Loan417 417 
Bounteous, Inc.(1)(2)Delayed Draw Term Loan2,840 2,840 
Brightpay Limited(1)(3)Delayed Draw Term Loan138 135 
BrightSign LLC(1)(2)Revolver443 1,329 
CAi Software, LLC(1)(2)Revolver943 943 
Canadian Orthodontic Partners Corp.(1)(2)(6)Delayed Draw Term Loan— 110 
Catawba River Limited(1)(2)(4)Structured Junior Note12,998 12,635 
Centralis Finco S.a.r.l.(1)(3)Incremental CAF Term Loan925 1,028 
CGI Parent, LLC(1)(2)Revolver1,653 1,653 
Classic Collision (Summit Buyer, LLC)(1)Delayed Draw Term Loan— 78 
Portfolio Company
($ in thousands)
Investment TypeSeptember 30, 2023December 31, 2022
1888 Industrial Services, LLC(1)(2)Revolver$15 $— 
Accurus Aerospace Corporation(1)(2)Revolver519 1,152 
Adhefin International(1)(2)(3)Delayed Draw Term Loan402 — 
Air Comm Corporation, LLC(1)(2)Delayed Draw Term Loan1,549 — 
AlliA Insurance Brokers NV(1)(2)(3)Delayed Draw Term Loan1,707 — 
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Portfolio Company
($ in thousands)
Investment TypeJune 30, 2023December 31, 2022
Comply365, LLC(1)Revolver1,100 935 
Coyo Uprising GmbH(1)(3)Delayed Draw Term Loan429 419 
CSL Dualcom(1)(4)Capex / Acquisition Term Loan150 142 
DataServ Integrations, LLC(1)Revolver481 481 
DecksDirect, LLC(1)Revolver218 218 
DISA Holdings Corp.(1)Delayed Draw Term Loan1,287 1,368 
DISA Holdings Corp.(1)Revolver429 416 
DreamStart Bidco SAS (d/b/a SmartTrade)(1)(2)(3)Acquisition Facility— 579 
Dune Group(1)(2)(3)Delayed Draw Term Loan638 624 
Dwyer Instruments, Inc.(1)Delayed Draw Term Loan5,164 5,164 
Eclipse Business Capital, LLC(1)Revolver19,091 17,455 
EMI Porta Holdco LLC(1)(2)Delayed Draw Term Loan9,272 9,272 
EMI Porta Holdco LLC(1)(2)Revolver1,026 1,471 
EPS NASS Parent, Inc.(1)Delayed Draw Term Loan— 257 
eShipping, LLC(1)Delayed Draw Term Loan1,650 1,650 
eShipping, LLC(1)Revolver1,486 1,486 
Eurofins Digital Testing International LUX Holding SARL(1)(2)(3)Delayed Draw Term Loan2,697 2,639 
Eurofins Digital Testing International LUX Holding SARL(1)(2)(3)Delayed Draw Term Loan539 528 
Events Software BidCo Pty Ltd(1)(2)Delayed Draw Term Loan640 640 
Express Wash Acquisition Company, LLC(1)(2)Revolver115 115 
F24 (Stairway BidCo GmbH)(1)(2)(3)Acquisition Term Loan231 246 
Faraday(1)(3)Delayed Draw Term Loan978 — 
Fineline Technologies, Inc.(1)Delayed Draw Term Loan— 180 
Finexvet(1)(2)(3)Delayed Draw Term Loan642 — 
Footco 40 Limited(1)(2)(4)Delayed Draw Term Loan572 766 
Fortis Payment Systems, LLC(1)Delayed Draw Term Loan575 925 
FragilePak LLC(1)Delayed Draw Term Loan— 2,354 
GB Eagle Buyer, Inc.(1)Revolver2,581 2,581 
Global Academic Group Limited(1)(7)Term Loan437 451 
GPNZ II GmbH(1)(2)(3)CAF Term Loan— 560 
Greenhill II BV(1)(3)Capex Acquisition Facility119 255 
Groupe Product Life(1)(3)Delayed Draw Term Loan— 441 
Gusto Aus BidCo Pty Ltd(1)(5)Delayed Draw Term Loan219 223 
HeartHealth Bidco Pty Ltd(1)(5)Delayed Draw Term Loan307 313 
Heartland Veterinary Partners, LLC(1)Delayed Draw Term Loan— 267 
Heavy Construction Systems Specialists, LLC(1)Revolver2,632 2,632 
HEKA Invest(1)(3)Delayed Draw Term Loan568 555 
HTI Technology & Industries(1)Delayed Draw Term Loan2,045 2,045 
HTI Technology & Industries(1)Revolver1,364 1,364 
HW Holdco, LLC (Hanley Wood LLC)(1)Delayed Draw Term Loan— 913 
Innovad Group II BV(1)(3)Delayed Draw Term Loan262 1,261 
INOS 19-090 GmbH(1)(3)Acquisition Facility2,432 2,380 
Interstellar Group B.V.(1)(3)Delayed Draw Term Loan1,331 1,310 
Interstellar Group B.V.(1)(3)Delayed Draw Term Loan57 55 
Isolstar Holding NV (IPCOM)(1)(3)Delayed Draw Term Loan761 744 
Portfolio Company
($ in thousands)
Investment TypeSeptember 30, 2023December 31, 2022
Americo Chemical Products, LLC(1)(2)Revolver470 — 
Amtech LLC(1)Delayed Draw Term Loan764 1,527 
Amtech LLC(1)Revolver477 545 
AnalytiChem Holding GmbH(1)(2)(3)Bridge Revolver364 366 
APC1 Holding(1)(3)Delayed Draw Term Loan— 354 
Aquavista Watersides 2 LTD(1)(2)(4)Capex / Acquisition Facility2,127 2,543 
Arc Education(1)(3)Delayed Draw Term Loan1,444 1,900 
Argus Bidco Limited(1)(2)(4)CAF Term Loan518 789 
Argus Bidco Limited(1)(2)(4)RCF Bridge Term Loan— 168 
ASC Communications, LLC(1)Revolver1,089 1,089 
Astra Bidco Limited(1)(2)(4)Delayed Draw Term Loan578 876 
ATL II MRO Holdings, Inc.(1)Revolver1,667 1,667 
Avance Clinical Bidco Pty Ltd(1)(2)(5)Delayed Draw Term Loan1,233 1,295 
Azalea Buyer, Inc.(1)(2)Delayed Draw Term Loan644 962 
Azalea Buyer, Inc.(1)(2)Revolver481 481 
Bariacum S.A(1)(2)(3)Acquisition Facility953 2,028 
Beyond Risk Management, Inc.(1)(2)Delayed Draw Term Loan2,423 2,423 
Biolam Group(1)(2)(3)Delayed Draw Term Loan639 4,783 
Black Angus Steakhouses, LLC(1)Delayed Draw Term Loan— 417 
Bounteous, Inc.(1)(2)Delayed Draw Term Loan2,840 2,840 
Brightpay Limited(1)(2)(3)Delayed Draw Term Loan134 135 
BrightSign LLC(1)(2)Revolver443 1,329 
CAi Software, LLC(1)(2)Revolver943 943 
Canadian Orthodontic Partners Corp.(1)(2)(6)Delayed Draw Term Loan— 110 
Catawba River Limited(1)(2)(4)Structured Junior Note12,800 12,635 
Centralis Finco S.a.r.l.(1)(3)Incremental CAF Term Loan— 1,028 
CGI Parent, LLC(1)(2)Revolver1,653 1,653 
Classic Collision (Summit Buyer, LLC)(1)Delayed Draw Term Loan— 78 
Classic Collision (Summit Buyer, LLC)(1)(2)Delayed Draw Term Loan3,155 — 
Comply365, LLC(1)Revolver1,100 935 
Coyo Uprising GmbH(1)(2)(3)Delayed Draw Term Loan416 419 
CSL Dualcom(1)(4)Capex / Acquisition Term Loan144 142 
DataServ Integrations, LLC(1)Revolver481 481 
DecksDirect, LLC(1)(2)Revolver381 218 
DISA Holdings Corp.(1)Delayed Draw Term Loan1,287 1,368 
DISA Holdings Corp.(1)Revolver364 416 
DreamStart Bidco SAS (d/b/a SmartTrade)(1)(2)(3)Acquisition Facility— 579 
Dune Group(1)(2)(3)Delayed Draw Term Loan420 624 
Dwyer Instruments, Inc.(1)Delayed Draw Term Loan5,164 5,164 
Eclipse Business Capital, LLC(1)Revolver18,000 17,455 
EMI Porta Holdco LLC(1)(2)Delayed Draw Term Loan9,272 9,272 
EMI Porta Holdco LLC(1)(2)Revolver706 1,471 
EPS NASS Parent, Inc.(1)Delayed Draw Term Loan— 257 
eShipping, LLC(1)Delayed Draw Term Loan869 1,650 
eShipping, LLC(1)Revolver1,486 1,486 
Eurofins Digital Testing International LUX Holding SARL(1)(2)(3)Delayed Draw Term Loan2,618 2,639 
135



Portfolio Company
($ in thousands)
Investment TypeJune 30, 2023December 31, 2022
ITI Intermodal, Inc.(1)(2)Delayed Draw Term Loan— 103 
ITI Intermodal, Inc.(1)(2)Revolver1,232 118 
Jaguar Merger Sub Inc.(1)Delayed Draw Term Loan— 422 
Jaguar Merger Sub Inc.(1)Revolver— 490 
Jocassee Partners LLCJoint Venture65,000 65,000 
Jon Bidco Limited(1)(7)Capex & Acquisition Facility1,396 1,441 
Jones Fish Hatcheries & Distributors LLC(1)(2)Revolver418 418 
Kano Laboratories LLC(1)Delayed Draw Term Loan153 153 
Kano Laboratories LLC(1)Delayed Draw Term Loan2,830 2,830 
Kemmerer Operations LLC(1)Delayed Draw Term Loan— 908 
Lambir Bidco Limited(1)(2)(3)Delayed Draw Term Loan714 1,766 
Lattice Group Holdings Bidco Limited(1)(2)Delayed Draw Term Loan255 298 
LeadsOnline, LLC(1)Revolver2,603 2,603 
Lifestyle Intermediate II, LLC(1)(2)Revolver2,500 2,500 
LivTech Purchaser, Inc.(1)(2)Delayed Draw Term Loan138 138 
Marmoutier Holding B.V.(1)(2)(3)Delayed Draw Term Loan24 24 
Marmoutier Holding B.V.(1)(2)(3)Revolver109 106 
Marshall Excelsior Co.(1)(2)Revolver110 413 
MC Group Ventures Corporation(1)Delayed Draw Term Loan276 296 
Mercell Holding AS(1)(8)Capex Acquisition Facility733 797 
Modern Star Holdings Bidco Pty Limited(1)(2)(5)Term Loan951 968 
Murphy Midco Limited(1)(2)(4)Delayed Draw Term Loan372 407 
Narda Acquisitionco., Inc.(1)(2)Revolver1,311 1,180 
NeoxCo(1)(3)Delayed Draw Term Loan491 — 
Nexus Underwriting Management Limited(1)(2)(4)Acquisition Facility385 443 
Nexus Underwriting Management Limited(1)(2)(4)Revolver97 — 
NF Holdco, LLC(1)(2)Revolver1,105 — 
Novotech Aus Bidco Pty Ltd(1)Capex & Acquisition Facility809 809 
NPM Investments 28 BV(1)(3)Delayed Draw Term Loan473 463 
OA Buyer, Inc.(1)Revolver1,331 1,331 
OAC Holdings I Corp(1)(2)Revolver391 607 
Omni Intermediate Holdings, LLC(1)(2)Delayed Draw Term Loan— 2,289 
OSP Hamilton Purchaser, LLC(1)Revolver416 187 
PDQ.Com Corporation(1)Delayed Draw Term Loan5,582 6,885 
Polara Enterprises, L.L.C.(1)Revolver545 545 
Premium Invest(1)(3)Delayed Draw Term Loan2,946 2,882 
ProfitOptics, LLC(1)Revolver81 484 
Protego Bidco B.V.(1)(2)(3)Delayed Draw Term Loan648 792 
PSP Intermediate 4, LLC(1)(2)(3)Delayed Draw Term Loan743 727 
Qualified Industries, LLC(1)Revolver242 — 
R1 Holdings, LLC(1)Delayed Draw Term Loan1,820 2,623 
R1 Holdings, LLC(1)Revolver1,947 1,601 
RA Outdoors, LLC(1)(2)Revolver1,235 1,235 
Randys Holdings, Inc.(1)(2)Delayed Draw Term Loan4,412 4,412 
Randys Holdings, Inc.(1)(2)Revolver1,513 1,571 
Rep Seko Merger Sub LLC(1)Delayed Draw Term Loan579 725 
Reward Gateway (UK) Ltd(1)(2)(4)Acquisition Facility— 600 
Portfolio Company
($ in thousands)
Investment TypeSeptember 30, 2023December 31, 2022
Eurofins Digital Testing International LUX Holding SARL(1)(2)(3)Delayed Draw Term Loan524 528 
Events Software BidCo Pty Ltd(1)(2)Delayed Draw Term Loan620 640 
Express Wash Acquisition Company, LLC(1)Revolver115 115 
F24 (Stairway BidCo GmbH)(1)(2)(3)Acquisition Term Loan— 246 
Faraday(1)(2)(3)Delayed Draw Term Loan949 — 
Fineline Technologies, Inc.(1)Delayed Draw Term Loan— 180 
Finexvet(1)(2)(3)Delayed Draw Term Loan623 — 
Footco 40 Limited(1)(2)(4)Delayed Draw Term Loan502 766 
Fortis Payment Systems, LLC(1)Delayed Draw Term Loan210 925 
FragilePak LLC(1)Delayed Draw Term Loan— 2,354 
Front Line Power Construction LLC(1)(2)Delayed Draw Term Loan95 — 
GB Eagle Buyer, Inc.(1)(2)Revolver2,581 2,581 
Global Academic Group Limited(1)(2)(7)Term Loan393 451 
GPNZ II GmbH(1)(2)(3)CAF Term Loan— 560 
GPNZ II GmbH(1)(2)(3)Term Loan59 — 
Greenhill II BV(1)(3)Capex Acquisition Facility115 255 
Groupe Product Life(1)(3)Delayed Draw Term Loan— 441 
Gusto Aus BidCo Pty Ltd(1)(5)Delayed Draw Term Loan212 223 
HeartHealth Bidco Pty Ltd(1)(5)Delayed Draw Term Loan290 313 
Heartland Veterinary Partners, LLC(1)Delayed Draw Term Loan— 267 
Heavy Construction Systems Specialists, LLC(1)Revolver2,632 2,632 
HEKA Invest(1)(3)Delayed Draw Term Loan551 555 
HemaSource, Inc.(1)(2)Revolver1,804 — 
HTI Technology & Industries(1)Delayed Draw Term Loan2,045 2,045 
HTI Technology & Industries(1)Revolver1,364 1,364 
HW Holdco, LLC (Hanley Wood LLC)(1)Delayed Draw Term Loan— 913 
Innovad Group II BV(1)(2)(3)Delayed Draw Term Loan255 1,261 
INOS 19-090 GmbH(1)(2)(3)Acquisition Facility1,794 2,380 
Interstellar Group B.V.(1)(3)Delayed Draw Term Loan748 1,310 
Interstellar Group B.V.(1)(3)Delayed Draw Term Loan55 55 
Isolstar Holding NV (IPCOM)(1)(3)Delayed Draw Term Loan738 744 
ITI Intermodal, Inc.(1)(2)Delayed Draw Term Loan— 103 
ITI Intermodal, Inc.(1)Revolver1,207 118 
Jaguar Merger Sub Inc.(1)Delayed Draw Term Loan— 422 
Jaguar Merger Sub Inc.(1)Revolver— 490 
Jocassee Partners LLCJoint Venture65,000 65,000 
Jon Bidco Limited(1)(2)(7)Capex & Acquisition Facility1,068 1,441 
Jones Fish Hatcheries & Distributors LLC(1)(2)Revolver418 418 
Kano Laboratories LLC(1)Delayed Draw Term Loan153 153 
Kano Laboratories LLC(1)Delayed Draw Term Loan2,830 2,830 
Kemmerer Operations LLC(1)Delayed Draw Term Loan— 908 
Lambir Bidco Limited(1)(2)(3)Delayed Draw Term Loan600 1,766 
Lattice Group Holdings Bidco Limited(1)(2)Delayed Draw Term Loan255 298 
Lattice Group Holdings Bidco Limited(1)(2)Revolver18 — 
LeadsOnline, LLC(1)(2)Revolver2,603 2,603 
Lifestyle Intermediate II, LLC(1)(2)Revolver2,500 2,500 
136



Portfolio Company
($ in thousands)
Investment TypeJune 30, 2023December 31, 2022
Rhondda Financing No. 1 DAC(1)(4)Structured Junior Note19,786 — 
Rocade Holdings LLC(1)(2)Preferred Equity30,000 — 
Royal Buyer, LLC(1)Revolver1,340 1,340 
Royal Buyer, LLC(1)Delayed Draw Term Loan1,684 2,209 
RTIC Subsidiary Holdings, LLC(1)(2)Revolver1,905 2,381 
Sanoptis S.A.R.L.(1)(3)Acquisition Capex Facility732 1,751 
SBP Holdings LP(1)Delayed Draw Term Loan1,469 — 
SBP Holdings LP(1)Revolver1,065 — 
Scaled Agile, Inc.(1)(2)Delayed Draw Term Loan331 416 
Scaled Agile, Inc.(1)(2)Revolver336 336 
Scout Bidco B.V.(1)(3)Delayed Draw Term Loan1,011 2,270 
Scout Bidco B.V.(1)(3)Revolver1,053 1,030 
Security Holdings B.V.(1)(2)(3)Delayed Draw Term Loan2,182 2,134 
Security Holdings B.V.(1)(2)(3)Revolver1,091 1,067 
Sereni Capital NV(1)(3)Delayed Draw Term Loan694 — 
Sereni Capital NV(1)(2)(3)Term Loan— 109 
Smartling, Inc.(1)(2)Delayed Draw Term Loan— 1,978 
Smartling, Inc.(1)(2)Revolver1,176 1,176 
Smile Brands Group, Inc.(1)(2)Delayed Draw Term Loan— 38 
Soho Square III Debtco II SARL(1)(2)(4)Delayed Draw Term Loan1,192 3,383 
Solo Buyer, L.P.(1)Revolver1,596 1,995 
Sparus Holdings, LLC (f/k/a Sparus Holdings, Inc.)(1)Delayed Draw Term Loan399 666 
Sparus Holdings, LLC (f/k/a Sparus Holdings, Inc.)(1)Revolver98 156 
Spatial Business Systems LLC(1)Delayed Draw Term Loan7,500 7,500 
Spatial Business Systems LLC(1)Revolver1,406 1,406 
SSCP Pegasus Midco Limited(1)(4)Delayed Draw Term Loan4,929 4,664 
Superjet Buyer, LLC(1)Revolver1,825 1,825 
Syntax Systems Ltd(1)(2)Delayed Draw Term Loan1,933 1,933 
Syntax Systems Ltd(1)(2)Revolver337 337 
Tank Holding Corp(1)(2)Delayed Draw Term Loan925 — 
Tank Holding Corp(1)(2)Revolver218 698 
Tanqueray Bidco Limited(1)(2)(4)Capex Facility1,150 1,088 
Techone B.V.(1)(3)Revolver311 203 
Tencarva Machinery Company, LLC(1)Revolver1,129 1,129 
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)(1)Delayed Draw Term Loan2,811 2,811 
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)(1)Revolver827 827 
The Cleaver-Brooks Company, Inc.(1)Revolver3,229 2,826 
The Hilb Group, LLC(1)(2)Delayed Draw Term Loan854 1,182 
Trader Corporation(1)(6)Revolver353 345 
TSYL Corporate Buyer, Inc.(1)Delayed Draw Term Loan1,681 1,681 
TSYL Corporate Buyer, Inc.(1)Revolver177 177 
Turbo Buyer, Inc.(1)(2)Delayed Draw Term Loan1,350 1,350 
Union Bidco Limited(1)(2)(4)Acquisition Facility83 78 
United Therapy Holding III GmbH(1)(2)(3)Acquisition Facility675 1,170 
Unither (Uniholding)(1)(3)Delayed Draw Term Loan473 — 
USLS Acquisition, Inc.(f/k/a US Legal Support, Inc.)(1)(2)Delayed Draw Term Loan3,629 3,629 
W2O Holdings, Inc.(1)Delayed Draw Term Loan— 2,622 
Portfolio Company
($ in thousands)
Investment TypeSeptember 30, 2023December 31, 2022
LivTech Purchaser, Inc.(1)(2)Delayed Draw Term Loan— 138 
Marmoutier Holding B.V.(1)(2)(3)Delayed Draw Term Loan24 24 
Marmoutier Holding B.V.(1)(2)(3)Revolver104 106 
Marshall Excelsior Co.(1)(2)Revolver551 413 
MC Group Ventures Corporation(1)Delayed Draw Term Loan276 296 
Mercell Holding AS(1)(2)(8)Capex Acquisition Facility738 797 
Modern Star Holdings Bidco Pty Limited(1)(2)(5)Term Loan922 968 
Moonlight Bidco Limited(1)(2)(4)Delayed Draw Term Loan538 — 
Murphy Midco Limited(1)(2)(4)Delayed Draw Term Loan357 407 
Narda Acquisitionco., Inc.(1)Revolver1,311 1,180 
NAW Buyer LLC(1)(2)Delayed Draw Term Loan7,576 — 
NAW Buyer LLC(1)(2)Revolver1,894 — 
NeoxCo(1)(2)(3)Delayed Draw Term Loan476 — 
Nexus Underwriting Management Limited(1)(2)(4)Acquisition Facility250 443 
Nexus Underwriting Management Limited(1)(2)(4)Revolver93 — 
NF Holdco, LLC(1)Revolver663 — 
Novotech Aus Bidco Pty Ltd(1)Capex & Acquisition Facility809 809 
NPM Investments 28 BV(1)(3)Delayed Draw Term Loan459 463 
OA Buyer, Inc.(1)Revolver1,331 1,331 
OAC Holdings I Corp(1)(2)Revolver1,370 607 
Omni Intermediate Holdings, LLC(1)(2)Delayed Draw Term Loan— 2,289 
OSP Hamilton Purchaser, LLC(1)(2)Revolver440 187 
PDQ.Com Corporation(1)Delayed Draw Term Loan5,582 6,885 
Polara Enterprises, L.L.C.(1)Revolver545 545 
Premium Invest(1)(2)(3)Delayed Draw Term Loan2,859 2,882 
Process Insights Acquisition, Inc.(1)(2)Delayed Draw Term Loan935 — 
Process Insights Acquisition, Inc.(1)(2)Revolver1,014 — 
ProfitOptics, LLC(1)(2)Revolver290 484 
Protego Bidco B.V.(1)(2)(3)Delayed Draw Term Loan629 792 
PSP Intermediate 4, LLC(1)(2)(3)Delayed Draw Term Loan721 727 
Qualified Industries, LLC(1)Revolver242 — 
R1 Holdings, LLC(1)Delayed Draw Term Loan1,820 2,623 
R1 Holdings, LLC(1)Revolver1,947 1,601 
RA Outdoors, LLC(1)(2)Revolver747 1,235 
Randys Holdings, Inc.(1)(2)Delayed Draw Term Loan4,412 4,412 
Randys Holdings, Inc.(1)(2)Revolver1,326 1,571 
Rep Seko Merger Sub LLC(1)Delayed Draw Term Loan— 725 
Reward Gateway (UK) Ltd(1)(2)(4)Acquisition Facility— 600 
Rhondda Financing No. 1 DAC(1)(2)(4)Structured Junior Note10,159 — 
Rocade Holdings LLC(1)(2)Preferred Equity30,000 — 
Rock Labor, LLC(1)(2)Revolver1,103 — 
Royal Buyer, LLC(1)Revolver1,340 1,340 
Royal Buyer, LLC(1)Delayed Draw Term Loan1,353 2,209 
RTIC Subsidiary Holdings, LLC(1)(2)Revolver1,905 2,381 
Sanoptis S.A.R.L.(1)(3)Acquisition Capex Facility15 1,751 
Sanoptis S.A.R.L.(1)(3)CAF Term Loan1,598 — 
SBP Holdings LP(1)Delayed Draw Term Loan788 — 
137



Portfolio Company
($ in thousands)
Investment TypeJune 30, 2023December 31, 2022
Waccamaw River(2)Joint Venture— 2,480 
Whitcraft Holdings, Inc.(1)(2)Revolver1,886 — 
Woodland Foods, Inc.(1)(2)Line of Credit1,296 456 
WWEC Holdings III Corp(1)(2)Delayed Draw Term Loan3,106 3,106 
WWEC Holdings III Corp(1)(2)Revolver1,739 1,366 
Xeinadin Bidco Limited(1)(4)CAF Term Loan3,286 3,109 
ZB Holdco LLC(1)(2)Delayed Draw Term Loan— 1,352 
ZB Holdco LLC(1)Revolver845 845 
Zeppelin Bidco Limited(1)(2)(4)Capex / Acquisition Facility2,660 2,516 
Total unused commitments to extend financing$338,322 $308,532 
Portfolio Company
($ in thousands)
Investment TypeSeptember 30, 2023December 31, 2022
SBP Holdings LP(1)Revolver1,065 — 
Scaled Agile, Inc.(1)(2)Delayed Draw Term Loan331 416 
Scaled Agile, Inc.(1)(2)Revolver336 336 
Scout Bidco B.V.(1)(3)Delayed Draw Term Loan— 2,270 
Scout Bidco B.V.(1)(2)(3)Revolver1,022 1,030 
Security Holdings B.V.(1)(2)(3)Delayed Draw Term Loan2,118 2,134 
Security Holdings B.V.(1)(2)(3)Revolver1,059 1,067 
Security Holdings B.V.(1)(2)(3)Revolver529 — 
Sereni Capital NV(1)(2)(3)Delayed Draw Term Loan673 — 
Sereni Capital NV(1)(3)Term Loan— 109 
Sinari Invest(1)(2)(3)Delayed Draw Term Loan665 — 
Smartling, Inc.(1)(2)Delayed Draw Term Loan— 1,978 
Smartling, Inc.(1)Revolver1,176 1,176 
SmartShift Group, Inc.(1)(2)Delayed Draw Term Loan3,440 — 
SmartShift Group, Inc.(1)(2)Revolver1,651 — 
Smile Brands Group, Inc.(1)(2)Delayed Draw Term Loan— 38 
Soho Square III Debtco II SARL(1)(4)Delayed Draw Term Loan1,135 3,383 
Solo Buyer, L.P.(1)(2)Revolver1,596 1,995 
Sparus Holdings, LLC (f/k/a Sparus Holdings, Inc.)(1)Delayed Draw Term Loan399 666 
Sparus Holdings, LLC (f/k/a Sparus Holdings, Inc.)(1)Revolver98 156 
Spatial Business Systems LLC(1)Delayed Draw Term Loan1,875 7,500 
Spatial Business Systems LLC(1)Revolver1,406 1,406 
SSCP Pegasus Midco Limited(1)(2)(4)Delayed Draw Term Loan3,944 4,664 
Superjet Buyer, LLC(1)Revolver1,369 1,825 
Syntax Systems Ltd(1)(2)Delayed Draw Term Loan1,933 1,933 
Syntax Systems Ltd(1)(2)Revolver337 337 
Tank Holding Corp(1)(2)Delayed Draw Term Loan925 — 
Tank Holding Corp(1)(2)Revolver189 698 
Tanqueray Bidco Limited(1)(4)Capex Facility1,104 1,088 
Techone B.V.(1)(2)(3)Revolver302 203 
Tencarva Machinery Company, LLC(1)Revolver1,129 1,129 
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)(1)Delayed Draw Term Loan2,811 2,811 
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)(1)Revolver827 827 
The Cleaver-Brooks Company, Inc.(1)Revolver3,229 2,826 
The Hilb Group, LLC(1)Delayed Draw Term Loan503 1,182 
Trader Corporation(1)(6)Revolver346 345 
Trintech, Inc.(1)(2)Revolver383 — 
TSYL Corporate Buyer, Inc.(1)Delayed Draw Term Loan1,681 1,681 
TSYL Corporate Buyer, Inc.(1)Revolver177 177 
Turbo Buyer, Inc.(1)(2)Delayed Draw Term Loan1,350 1,350 
Union Bidco Limited(1)(2)(4)Acquisition Facility79 78 
United Therapy Holding III GmbH(1)(2)(3)Acquisition Facility655 1,170 
Unither (Uniholding)(1)(2)(3)Delayed Draw Term Loan459 — 
USLS Acquisition, Inc.(f/k/a US Legal Support, Inc.)(1)(2)Delayed Draw Term Loan2,588 3,629 
W2O Holdings, Inc.(1)Delayed Draw Term Loan— 2,622 
Waccamaw River(2)Joint Venture— 2,480 
West-NR AcquisitionCo., LLC(1)(2)Delayed Draw Term Loan2,500 — 
138



Portfolio Company
($ in thousands)
Investment TypeSeptember 30, 2023December 31, 2022
Whitcraft Holdings, Inc.(1)(2)Revolver1,886 — 
Woodland Foods, Inc.(1)(2)Line of Credit1,016 456 
WWEC Holdings III Corp(1)Delayed Draw Term Loan3,106 3,106 
WWEC Holdings III Corp(1)Revolver2,112 1,366 
Xeinadin Bidco Limited(1)(2)(4)CAF Term Loan2,589 3,109 
ZB Holdco LLC(1)(2)Delayed Draw Term Loan— 1,352 
ZB Holdco LLC(1)(2)Delayed Draw Term Loan2,932 — 
ZB Holdco LLC(1)(2)Revolver811 845 
Zeppelin Bidco Limited(1)(2)(4)Capex / Acquisition Facility2,553 2,516 
Total unused commitments to extend financing$338,576 $308,532 
(1)The Adviser’s estimate of the fair value of the current investments in these portfolio companies includes an analysis of the fair value of any unfunded commitments.
(2)Represents a commitment to extend financing to a portfolio company where one or more of our current investments in the portfolio company are carried at less than cost.
(3)Actual commitment amount is denominated in Euros. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(4)Actual commitment amount is denominated in British pounds sterling. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(5)Actual commitment amount is denominated in Australian dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(6)Actual commitment amount is denominated in Canadian dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(7)Actual commitment amount is denominated in New Zealand dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(8)Actual commitment amount is denominated in Norwegian kroner. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
In the normal course of business, we guarantee certain obligations in connection with our portfolio companies (in particular, certain controlled portfolio companies). Under these guarantee arrangements, payments may be required to be made to third parties if such guarantees are called upon or if the portfolio companies were to default on their related obligations, as applicable. As of both JuneSeptember 30, 2023 and December 31, 2022, we had guaranteed €9.9 million ($10.810.5 million U.S. dollars and $10.6 million U.S. dollars, respectively) relating to credit facilities among Erste Bank and MVC Automotive Group Gmbh, or MVC Auto, that mature in December 2025. We would be required to make payments to Erste Bank if MVC Auto were to default on their related payment obligations. None of the credit facility guarantees are recorded as a liability on our Unaudited and Audited Consolidated Balance Sheets. As such, the credit facility liabilities are considered in the valuation of our investments in MVC Auto. The guarantees denominated in foreign currencies were translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
We are subject to market risk. Market risk includes risks that arise from changes in interest rates, commodity prices, equity prices and other market changes that affect market sensitive instruments. The fair value of securities held by us may decline in response to certain events, including those directly involving the companies we invest in; conditions affecting the general economy; overall market changes; global pandemics; legislative reform; local, regional, national or global political, social or economic instability; and interest rate fluctuations.
In addition, we are subject to interest rate risk. Interest rate risk is defined as the sensitivity of our current and future earnings to interest rate volatility, variability of spread relationships, the difference in re-pricing intervals between our assets and liabilities and the effect that interest rates may have on our cash flows. Changes in the general level of interest rates can affect our net interest income, which is the difference between the interest income earned on interest earning assets and our interest expense incurred in connection with our interest bearing debt and liabilities. Changes in interest rates can also affect, among other things, our ability to acquire and originate loans and securities and the value of our investment portfolio. Our net investment income is affected by fluctuations in various interest rates, including LIBOR, EURIBOR, BBSY, STIBOR, CDOR, SOFR, SONIA, SARON, NIBOR and BKBM. Our risk management systems and procedures are designed to identify and analyze our risk, to set appropriate policies and limits and to continually monitor these risks. We regularly measure exposure to interest rate risk and determine whether or not any hedging transactions are necessary to mitigate exposure to changes in interest rates. As of JuneSeptember 30, 2023, we were not a party to any interest rate hedging arrangements.
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As of the end of June 2023, no settings of LIBOR continue to be published on a representative basis and publication of many non-U.S. dollar LIBOR settings has been entirely discontinued. On March 15, 2022, the U.S. enacted federal legislation that is intended to minimize legal and economic uncertainty following U.S. dollar LIBOR’s cessation by replacing LIBOR references in certain U.S. law-governed contracts under certain circumstances with a SOFR-based rate identified in a Federal Reserve rule plus a statutory spread adjustment. In addition, the U.K. Financial Conduct Authority, (“FCA”), which regulates the publisher of LIBOR (ICE Benchmark Administration), has announced that it will require the continued publication of the one-, three- and six-month tenors of U.S. dollar LIBOR on a non-representative synthetic basis until the end of September 2024, which may result in certain non-U.S. law-governed contracts and U.S. law-governed contracts not covered by the federal legislation remaining on synthetic U.S. dollar LIBOR until the end of this period.
All of ourOur loan agreements with our portfolio companies includethat referenced LIBOR included fallback language in the event that LIBOR becomes unavailable. Thiswas discontinued, became unrepresentative or in the event that the method for determining LIBOR has changed. As a result of this language generally either includes a clearly definedor through other bi-lateral amendments, all of these loan agreements have transitioned to an alternative reference rate after LIBOR’s discontinuation or provides that the administrative agent may identify a replacement reference rate, typically with the consent of (or prior consultation with) the borrower. In certain cases, the administrative agent will be required to obtain the consent of either a majority of the lenders under the facility, or the consent of each lender, prior to identifying a replacement reference rate.
As of the end of June 2023, no settings of LIBOR continue to be published on a representative basis and publication of many non-U.S. dollar LIBOR settings has been entirely discontinued.
The transition away from LIBOR and reform, modification, or adjustments of other reference rate benchmarks to alternative reference rates is complex and could have a material adverse effect on our business, financial condition and results of operations, including as a result of any changes in the pricing of our investments, changes to the documentation for certain of our investments and the pace of such changes, disputes and other actions regarding the interpretation of current and prospective loan documentation or modifications to processes and systems.
The U.S. Federal Reserve is currently embarking on an aggressivea campaign of raising interest rates to address significant and persistent inflation. The goal of these interest rate increases is to slow economic growth and reduce price pressure. There is a significant chance that this central bank tightening cycle could force the U.S.United States into a recession, at which point interest rates and base rates would likely decrease. A prolonged reduction in interest rates will reduce our gross investment income and could result in a decrease in our net investment income if such decreases in SOFR are not offset by a corresponding increase in the spread over SOFR that we earn on any portfolio investments, a decrease in in our operating expenses, including with respect to our income incentive fee, or a decrease in the interest rate of our floating interest rate liabilities tied to SOFR.
As of JuneSeptember 30, 2023, approximately $1,925.2$1,943.9 million (principal amount) of our debt portfolio investments bore interest at variable rates, which generally are LIBOR-based or SOFR-based (or based on an equivalent applicable currency rate), and many of which are subject to certain floors.
Based on our JuneSeptember 30, 2023 Unaudited Consolidated Balance Sheet, the following table shows the annual impact on net income of hypothetical base rate changes in interest rates on our debt investments and borrowings (considering interest rate floors for variable rate instruments) assuming no changes in our investment and borrowing structure:
(in thousands)
Basis Point Change(1)
(in thousands)
Basis Point Change(1)
Interest IncomeInterest Expense
Net Income(2)
(in thousands)
Basis Point Change(1)
Interest IncomeInterest Expense
Net Income(2)
Up 300 basis pointsUp 300 basis points$57,755 $23,163 $34,592 Up 300 basis points$58,316 $23,884 $34,432 
Up 200 basis pointsUp 200 basis points38,503 15,442 23,061 Up 200 basis points38,877 15,923 22,954 
Up 100 basis pointsUp 100 basis points19,252 7,721 11,531 Up 100 basis points19,439 7,961 11,478 
Down 25 basis pointsDown 25 basis points(4,813)(1,930)(2,883)Down 25 basis points(4,860)(1,990)(2,870)
Down 50 basis pointsDown 50 basis points(9,626)(3,860)(5,766)Down 50 basis points(9,719)(3,981)(5,738)
(1) Excludes the impact of foreign currency exchange.
(2) Excludes the impact of income based fees. See Note 2 to our Unaudited Consolidated Financial Statements for more information on the income based fees.
We may also have exposure to foreign currencies related to certain investments. Such investments are translated into U.S. dollars based on the spot rate at the relevant balance sheet date, exposing us to movements in the exchange rate. In order to reduce our exposure to fluctuations in exchange rates, we generally borrow in local foreign currencies under the February 2019 Credit Facility to finance such investments. As of JuneSeptember 30, 2023, we had U.S. dollar borrowings of $532.5$564.5 million outstanding under the February 2019 Credit Facility with an interest rate of 7.238%7.428% (one month SOFR of 5.138%5.328%), borrowings denominated in Swedish krona of 12.8kr million ($1.2 million U.S. dollars) with an interest rate of 5.563%5.875% (one month STIBOR of 3.563%3.875%), borrowings denominated in British pounds sterling of £68.6 million ($87.283.7 million U.S. dollars) with an interest rate of 6.461%
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(one7.218% (one month SONIA of 4.461%5.218%) and borrowings denominated in Euros of €138.6 million ($151.2146.7 million U.S. dollars) with an interest rate of 5.313%5.750% (one month EURIBOR of 3.313%3.750%).
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Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act 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. Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on the evaluation of these disclosure controls and procedures, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of JuneSeptember 30, 2023. It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Because of these and other inherent limitations of control systems, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting during the secondthird quarter of 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II – OTHER INFORMATION
Item 1. Legal Proceedings.
Neither we, the Adviser, nor our subsidiaries are currently subject to any material pending legal proceedings, other than ordinary routine litigation incidental to our respective businesses. We, the Adviser, and our subsidiaries may from time to time, however, be involved in litigation arising out of operations in the normal course of business or otherwise, including in connection with strategic transactions. Furthermore, third parties may seek to impose liability on us in connection with the activities of our portfolio companies. While the outcome of any current legal proceedings cannot at this time be predicted with certainty, we do not expect any current matters will materially affect our financial condition or results of operations; however, there can be no assurance whether any pending legal proceedings will have a material adverse effect on our financial condition or results of operations in any future reporting period.
Item 1A. Risk Factors.
You should carefully consider the risks referenced below and all other information contained in this Quarterly Report on Form 10-Q, including our interim financial statements and the related notes thereto, before making a decision to transact in our securities. The risks and uncertainties referenced herein are not the only ones facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may have a material adverse effect on our business, financial condition and/or operating results, as well as the market price of our securities.
There have been no material changes during the three months ended JuneSeptember 30, 2023 to the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2022 and in our quarterly report on Form 10-Q for the quarter ended March 31, 2023, which you should carefully consider before transacting in our securities. If any of such risks actually occur, our business, financial condition or results of operations could be materially adversely affected. If that happens, the market price of our securities could decline, and you may lose all or part of your investment.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Sales of Unregistered Securities
None.
Issuer Purchases of Equity Securities
During the three months ended JuneSeptember 30, 2023, in connection with our DRIP for our common stockholders, we directed the plan administrator to purchase 89,86565,087 shares of our common stock for an aggregate of $716,626$586,541 in the open market in order to satisfy our obligations to deliver shares of common stock to our stockholders with respect to our dividend declared on May 4,August 9, 2023.
On February 23, 2023, the Board authorized a new 12-month share repurchase program. Under the program, we may repurchase, during the 12-month period commencing on March 1, 2023, up to $30.0 million in the aggregate of our outstanding common stock in the open market at prices below the then-current NAV per share. The timing, manner, price and amount of any share repurchases will be determined by us, in our discretion, based upon the evaluation of economic and market conditions, our stock price, applicable legal, contractual and regulatory requirements and other factors. The program is expected to be in effect until March 1, 2024, unless extended or until the aggregate repurchase amount that has been approved by the Board has been expended. The program does not require us to repurchase any specific number of shares, and we cannot assure stockholders that any shares will be repurchased under the program. The program may be suspended, extended, modified or discontinued at any time. During the three months ended JuneSeptember 30, 2023, we repurchased a total of 1,400,000 shares of our common stock in the open market under the authorized program at an average price of $7.75 per share, including brokerage commissions.
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The following chart summarizes repurchases of our common stock for the three months ended June 30, 2023:
PeriodTotal number of shares purchasedAverage price paid per shareTotal number of
shares purchased
as part of publicly
announced plans
or programs
Approximate dollar value of shares that
may yet be
purchased under the plans or programs(2)
April 1 through April 30, 2023— $— — $— 
May 1 through May 31, 2023975,000 $7.68 975,000 $22,512 
June 1 through June 30, 2023514,865 (1)$7.93 425,000 $19,142 
(1)     Includes 89,865 shares purchased in the open market pursuant to the terms of our dividend reinvestment plan.
(2)    In thousands.did not repurchase any shares.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
Rule 10b5-1 Trading Plans
During the fiscal quarter ended JuneSeptember 30, 2023, none of our directors or officers adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities to satisfy the affirmative defense conditions of Exchange
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Act Rule 10b5-1(c) or any “non Rule 10b5-1 trading arrangement.”
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Appointment of an Officer


On November 9, 2023, the Board appointed Michael A. DeSieno as Chief Accounting Officer of the Company, effective immediately.

Mr. DeSieno, 37, also serves as Chief Accounting Officer of each of Barings Private Credit Corporation and Barings Capital Investment Corporation. Mr. DeSieno previously served as Senior Director, Head of U.S. Accounting and Financial Reporting for Barings LLC. Prior to joining Barings in 2017, Mr. DeSieno held SEC Reporting roles with MSC Industrial Direct Co., Inc. and Hilton Worldwide. Mr. DeSieno began his career as an auditor with Cherry Bekaert. Mr. DeSieno is a graduate of James Madison University where he obtained a BBA degree in Accounting and a Master of Sciences in Accounting degree. He is also a Virginia Certified Public Accountant.
There is no arrangement or understanding between Mr. DeSieno and any other person pursuant to which he was appointed as Chief Accounting Officer. Further, with regard to Mr. DeSieno, there are no transactions since the beginning of the Company’s last fiscal year, or any currently proposed transaction, in which the Company is a participant that would require disclosure under Item 404(a) of Regulation S-K promulgated by the SEC.
Item 6. Exhibits.
NumberExhibit
3.1
3.2
3.3
3.4
10.1
10.2
31.1
31.2
32.1
32.2
101.INSInline XBRL Instance Document - the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.**
101.SCHInline XBRL Taxonomy Extension Schema Document**
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document**
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document**
101.LABInline XBRL Taxonomy Extension Label Linkbase Document**
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document**
104Cover Page Interactive Data File (embedded within the Inline XBRL document)**
**    Filed Herewith.
***    Furnished Herewith.
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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.
BARINGS BDC, INC.
Date:AugustNovember 9, 2023/s/    Eric Lloyd
Eric Lloyd
Chief Executive Officer
(Principal Executive Officer)
Date:AugustNovember 9, 2023/s/    Elizabeth A. Murray
Elizabeth A. Murray
Chief Financial Officer and
Chief Operating Officer
(Principal Financial Officer)
Date:November 9, 2023/s/    Michael A. DeSieno
Michael A. DeSieno
Chief Accounting & FinancialOfficer
(Principal Accounting Officer)
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