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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________________________________
Form 10-Q
__________________________________________________________
(Mark One)
| | | | | |
ý | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 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 814-01348
______________________________________________________________________
Barings Capital Investment Corporation
(Exact name of registrant as specified in its charter)
__________________________________________________________
| | | | | | | | |
Maryland | | 85-0654007 |
(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 Class | Trading Symbol | Name of Each Exchange on Which Registered |
None | None | None |
________________________________________________________
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes 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 filer | ¨ | Accelerated filer | ¨ |
Non-accelerated filer | ý | Smaller reporting company | ¨ |
| | Emerging growth company | ý |
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 August 9, 2023 was 28,506,055.
BARINGS CAPITAL INVESTMENT CORPORATION
TABLE OF CONTENTS
QUARTERLY REPORT ON FORM 10-Q
| | | | | | | | |
| | Page |
PART I – FINANCIAL INFORMATION |
Item 1. | | |
| | |
| | |
| | |
| | |
| Unaudited Consolidated Schedule of Investments as of June 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. | | |
| |
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements.
Barings Capital Investment Corporation
Consolidated Balance Sheets
(in thousands, except share and per share data)
| | | | | | | | | | | |
| June 30, 2023 | | December 31, 2022 |
| (Unaudited) | | |
Assets: | | | |
Investments at fair value: | | | |
Non-Control / Non-Affiliate investments (cost of $1,178,684 and $1,154,788 as of June 30, 2023 and December 31, 2022, respectively) | $ | 1,144,118 | | | $ | 1,114,337 | |
Affiliate investments (cost of $149,220 and $106,815 as of June 30, 2023 and December 31, 2022, respectively) | 165,327 | | | 119,068 | |
| | | |
| | | |
Total investments at fair value | 1,309,445 | | | 1,233,405 | |
Cash | 21,444 | | | 43,671 | |
Foreign currencies (cost of $23,492 and $16,897 as of June 30, 2023 and December 31, 2022, respectively) | 23,737 | | | 17,180 | |
Interest and fees receivable | 22,264 | | | 19,338 | |
Prepaid expenses and other assets | 25 | | | 93 | |
Derivative assets | 1,658 | | | 1,202 | |
Deferred financing fees | 2,717 | | | 3,191 | |
Receivable from unsettled transactions | 425 | | | 1,188 | |
Total assets | $ | 1,381,715 | | | $ | 1,319,268 | |
Liabilities: | | | |
Accounts payable and accrued liabilities | $ | 1,684 | | | $ | 1,463 | |
Interest payable | 3,664 | | | 2,884 | |
Administrative fees payable | 221 | | | 255 | |
Base management fees payable | 504 | | | 445 | |
Incentive management fees payable | 2,984 | | | 764 | |
| | | |
Derivative liabilities | 1,197 | | | 12,622 | |
Payable from unsettled transactions | 33 | | | 17,584 | |
Borrowings under subscription and credit facilities | 645,148 | | | 581,436 | |
| | | |
Notes payable (net of deferred financing fees) | 99,750 | | | 99,716 | |
| | | |
Total liabilities | 755,185 | | | 717,169 | |
Commitments and contingencies (Note 7) | | | |
Net Assets: | | | |
Common stock, $0.001 par value per share (500,000,000 shares authorized, 28,506,055 and 27,795,215 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively) | 28 | | | 28 | |
Additional paid-in capital | 618,515 | | | 603,002 | |
Total distributable earnings | 7,987 | | | (931) | |
Total net assets | 626,530 | | | 602,099 | |
Total liabilities and net assets | $ | 1,381,715 | | | $ | 1,319,268 | |
Net asset value per share | $ | 21.98 | | | $ | 21.66 | |
See accompanying notes.
Barings Capital Investment Corporation
Unaudited Consolidated Statements of Operations
(in thousands, except share and per share data)
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Three Months Ended | | Six Months Ended | | Six Months Ended |
| June 30, 2023 | | June 30, 2022 | | June 30, 2023 | | June 30, 2022 |
Investment income: | | | | | | | |
Interest income: | | | | | | | |
Non-Control / Non-Affiliate investments | $ | 29,277 | | | $ | 17,653 | | | $ | 56,484 | | | $ | 30,975 | |
Affiliate investments | 89 | | | 96 | | | 202 | | | 154 | |
| | | | | | | |
| | | | | | | |
Total interest income | 29,366 | | | 17,749 | | | 56,686 | | | 31,129 | |
Dividend income: | | | | | | | |
Non-Control / Non-Affiliate investments | 570 | | | 63 | | | 1,131 | | | 186 | |
Affiliate investments | 4,216 | | | 2,811 | | | 7,134 | | | 6,478 | |
| | | | | | | |
Total dividend income | 4,786 | | | 2,874 | | | 8,265 | | | 6,664 | |
Fee and other income: | | | | | | | |
Non-Control / Non-Affiliate investments | 1,858 | | | 1,723 | | | 3,533 | | | 2,738 | |
Affiliate investments | 9 | | | 5 | | | 19 | | | 5 | |
| | | | | | | |
Total fee and other income | 1,867 | | | 1,728 | | | 3,552 | | | 2,743 | |
Payment-in-kind interest income: | | | | | | | |
Non-Control / Non-Affiliate investments | 2,016 | | | 725 | | | 3,760 | | | 1,860 | |
| | | | | | | |
| | | | | | | |
Total payment-in-kind interest income | 2,016 | | | 725 | | | 3,760 | | | 1,860 | |
Interest income from cash | 13 | | | — | | | 24 | | | — | |
Total investment income | 38,048 | | | 23,076 | | | 72,287 | | | 42,396 | |
Operating expenses: | | | | | | | |
Interest and other financing fees | 12,862 | | | 5,055 | | | 24,154 | | | 8,806 | |
Base management fee (Note 2) | 504 | | | 409 | | | 990 | | | 764 | |
Incentive management fees (Note 2) | 2,984 | | | 412 | | | 5,683 | | | 2,735 | |
| | | | | | | |
Professional fees | 214 | | | 265 | | | 446 | | | 481 | |
Directors fees | 60 | | | 60 | | | 120 | | | 135 | |
| | | | | | | |
Custody and administrative fees | 178 | | | 158 | | | 361 | | | 351 | |
Other general and administrative expenses (Note 2) | 359 | | | 461 | | | 752 | | | 852 | |
Total operating expenses | 17,161 | | | 6,820 | | | 32,506 | | | 14,124 | |
Net investment income before taxes | 20,887 | | | 16,256 | | | 39,781 | | | 28,272 | |
Income taxes, including excise tax expense | 131 | | | — | | | 155 | | | — | |
Net investment income after taxes | 20,756 | | | 16,256 | | | 39,626 | | | 28,272 | |
| | | | | | | | | | | | | | | | | | | | | | | |
Barings Capital Investment Corporation Unaudited Consolidated Statements of Operations — (Continued) (in thousands, except share and per share data) |
| Three Months Ended | | Three Months Ended | | Six Months Ended | | Six Months Ended |
| June 30, 2023 | | June 30, 2022 | | June 30, 2023 | | June 30, 2022 |
Realized gains (losses) and unrealized appreciation (depreciation) on investments and foreign currency transactions: | | | | | | | |
Net realized gains (losses): | | | | | | | |
Non-Control / Non-Affiliate investments | $ | (2,017) | | | $ | (1,828) | | | (2,241) | | | (1,638) | |
Affiliate investments | — | | | — | | | — | | | 39 | |
Net realized gains (losses) on investments | (2,017) | | | (1,828) | | | (2,241) | | | (1,599) | |
Foreign currency transactions | (2,344) | | | 1,363 | | | (12,051) | | | 4,051 | |
Net realized gains (losses) | (4,361) | | | (465) | | | (14,292) | | | 2,452 | |
Net unrealized appreciation (depreciation): | | | | | | | |
Non-Control / Non-Affiliate investments | (401) | | | (23,571) | | | 5,723 | | | (30,118) | |
| | | | | | | |
Affiliate investments | 402 | | | (3,702) | | | 3,854 | | | 5,211 | |
| | | | | | | |
Net unrealized appreciation (depreciation) on investments | 1 | | | (27,273) | | | 9,577 | | | (24,907) | |
Foreign currency transactions | 1,156 | | | 14,364 | | | 8,133 | | | 14,329 | |
Net unrealized appreciation (depreciation) | 1,157 | | | (12,909) | | | 17,710 | | | (10,578) | |
Net realized gains (losses) and unrealized appreciation (depreciation) on investments and foreign currency transactions | (3,204) | | | (13,374) | | | 3,418 | | | (8,126) | |
Loss on extinguishment of debt | — | | | — | | | — | | | (181) | |
| | | | | | | |
Net increase in net assets resulting from operations | $ | 17,552 | | | $ | 2,882 | | | $ | 43,044 | | | $ | 19,965 | |
Net investment income per share—basic and diluted | $ | 0.74 | | | $ | 0.60 | | | $ | 1.41 | | | $ | 1.15 | |
Net increase in net assets resulting from operations per share—basic and diluted | $ | 0.62 | | | $ | 0.11 | | | $ | 1.54 | | | $ | 0.81 | |
Dividends/distributions per share: | | | | | | | |
Total dividends/distributions | $ | 0.62 | | | $ | 0.52 | | | $ | 1.22 | | | $ | 1.03 | |
| | | | | | | |
| | | | | | | |
Weighted average shares outstanding—basic and diluted | 28,206,514 | | | 26,983,860 | | | 28,032,710 | | | 24,529,615 | |
See accompanying notes.
Barings Capital Investment Corporation
Unaudited Consolidated Statements of Changes in Net Assets
(in thousands, except share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Three Months Ended June 30, 2022 | Common Stock | | Additional Paid-In Capital | | Total Distributable Earnings | | Total Net Assets | |
Number of Shares | | Par Value | | | | |
Balance, March 31, 2022 | 26,939,328 | | | $ | 27 | | | $ | 584,338 | | | $ | 25,234 | | | $ | 609,599 | | |
Net investment income | — | | | — | | | — | | | 16,256 | | | 16,256 | | |
Net realized loss on investments / foreign currency transactions | — | | | — | | | — | | | (465) | | | (465) | | |
Net unrealized depreciation on investments / foreign currency transactions | — | | | — | | | — | | | (12,909) | | | (12,909) | | |
| | | | | | | | | | |
Distributions declared from earnings and dividends reinvested | 270,156 | | | — | | | 6,113 | | | (14,007) | | | (7,894) | | |
| | | | | | | | | | |
Balance, June 30, 2022 | 27,209,484 | | | $ | 27 | | | $ | 590,451 | | | $ | 14,109 | | | $ | 604,587 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Three Months Ended June 30, 2023 | Common Stock | | Additional Paid-In Capital | | Total Distributable Earnings | | Total Net Assets |
Number of Shares | | Par Value | | | |
Balance, March 31, 2023 | 28,142,612 | | | $ | 28 | | | $ | 610,527 | | | $ | 7,884 | | | $ | 618,439 | |
Net investment income | — | | | — | | | — | | | 20,756 | | | 20,756 | |
Net realized loss on investments / foreign currency transactions | — | | | — | | | — | | | (4,361) | | | (4,361) | |
Net unrealized appreciation on investments / foreign currency transactions | — | | | — | | | — | | | 1,157 | | | 1,157 | |
| | | | | | | | | |
Distributions declared from earnings and dividends reinvested | 363,443 | | | — | | | 7,988 | | | (17,449) | | | (9,461) | |
| | | | | | | | | |
Balance, June 30, 2023 | 28,506,055 | | | $ | 28 | | | $ | 618,515 | | | $ | 7,987 | | | $ | 626,530 | |
See accompanying notes.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Six Month Ended June 30, 2022 | Common Stock | | Additional Paid-In Capital | | Total Distributable Earnings | | Total Net Assets | |
Number of Shares | | Par Value | | | | |
Balance, December 31, 2021 | 21,614,871 | | | $ | 22 | | | $ | 465,631 | | | $ | 19,175 | | | $ | 484,828 | | |
Net investment income | — | | | — | | | — | | | 28,272 | | | 28,272 | | |
Net realized gain on investments / foreign currency transactions | — | | | — | | | — | | | 2,452 | | | 2,452 | | |
Net unrealized depreciation on investments / foreign currency transactions | — | | | — | | | — | | | (10,578) | | | (10,578) | | |
Loss on extinguishment of debt | — | | | — | | | — | | | (181) | | | (181) | | |
Distributions declared from earnings and dividends reinvested | 485,070 | | | — | | | 10,933 | | | (25,031) | | | (14,098) | | |
Issuance of common stock | 5,109,543 | | | 5 | | | 113,887 | | | — | | | 113,892 | | |
Balance, June 30, 2022 | 27,209,484 | | | $ | 27 | | | $ | 590,451 | | | $ | 14,109 | | | $ | 604,587 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Six Month Ended June 30, 2023 | Common Stock | | Additional Paid-In Capital | | Total Distributable Earnings | | Total Net Assets | |
Number of Shares | | Par Value | | | | |
Balance, December 31, 2022 | 27,795,215 | | | $ | 28 | | | $ | 603,002 | | | $ | (931) | | | $ | 602,099 | | |
Net investment income | — | | | — | | | — | | | 39,626 | | | 39,626 | | |
Net realized loss on investments / foreign currency transactions | — | | | — | | | — | | | (14,292) | | | (14,292) | | |
Net unrealized appreciation on investments / foreign currency transactions | — | | | — | | | — | | | 17,710 | | | 17,710 | | |
| | | | | | | | | | |
Distributions declared from earnings and dividends reinvested | 710,840 | | | — | | | 15,513 | | | (34,126) | | | (18,613) | | |
| | | | | | | | | | |
Balance, June 30, 2023 | 28,506,055 | | | $ | 28 | | | $ | 618,515 | | | $ | 7,987 | | | $ | 626,530 | | |
See accompanying notes.
Barings Capital Investment Corporation
Unaudited Consolidated Statements of Cash Flows
(in thousands)
| | | | | | | | | | | |
| Six Months Ended | | Six Months Ended |
| June 30, 2023 | | June 30, 2022 |
Cash flows from operating activities: | | | |
Net increase in net assets resulting from operations | $ | 43,044 | | | $ | 19,965 | |
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities: | | | |
Purchases of portfolio investments | (151,494) | | | (331,224) | |
Repayments received / sales of portfolio investments | 73,780 | | | 70,999 | |
| | | |
| | | |
Loan origination and other fees received | 1,643 | | | 5,545 | |
Net realized (gain) loss on investments | 2,241 | | | 1,599 | |
Net realized (gain) loss on foreign currency transactions | 12,051 | | | (4,051) | |
Net unrealized (appreciation) depreciation of investments | (9,577) | | | 24,907 | |
Net unrealized (appreciation) depreciation of foreign currency transactions | (8,133) | | | (14,329) | |
| | | |
Payment-in-kind interest / dividends | (6,235) | | | (1,860) | |
Amortization of deferred financing fees | 509 | | | 482 | |
| | | |
Loss on extinguishment of debt | — | | | 181 | |
Accretion of loan origination and other fees | (2,421) | | | (1,755) | |
Amortization / accretion of purchased loan premium / discount | (705) | | | (1,005) | |
Payments for derivative contracts | (14,024) | | | (1,315) | |
Proceeds from derivative contracts | 1,492 | | | 1,525 | |
Changes in operating assets and liabilities: | | | |
Interest and fees receivable | (2,379) | | | (7,996) | |
Prepaid expenses and other assets | 67 | | | 3 | |
Accounts payable and accrued liabilities | 2,305 | | | (475) | |
| | | |
Interest payable | 780 | | | 1,637 | |
| | | |
Net cash provided by (used in) operating activities | (57,056) | | | (237,167) | |
Cash flows from financing activities: | | | |
Borrowings under subscription and credit facilities | 60,000 | | | 213,607 | |
Repayments of subscription and credit facilities | — | | | (66,374) | |
Proceeds from notes | — | | | 100,000 | |
Financing fees paid | (1) | | | (972) | |
Issuance of common stock | — | | | 113,892 | |
Cash dividends / distributions paid | (18,613) | | | (14,098) | |
Net cash provided by (used in) financing activities | 41,386 | | | 346,055 | |
Net increase (decrease) in cash and foreign currencies | (15,670) | | | 108,888 | |
Cash and foreign currencies, beginning of period | 60,851 | | | 45,049 | |
Cash and foreign currencies, end of period | $ | 45,181 | | | $ | 153,937 | |
Supplemental disclosure of cash flow information: | | | |
Cash paid for interest | $ | 22,626 | | | $ | 6,433 | |
Excise taxes paid during the period | $ | 500 | | | $ | 470 | |
Summary of non-cash financing transactions: | | | |
| | | |
Dividends/distributions paid through DRIP share issuances | $ | 15,513 | | | $ | 10,934 | |
See accompanying notes.
Barings Capital Investment Corporation
Unaudited Consolidated Schedule of Investments
June 30, 2023
(Amounts in thousands, except share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company (5) | | Industry | | Investment Type (1)(2) | | Interest | | Acq. Date | | Maturity Date | | Principal Amount | | Cost | | Fair Value | | % of Net Assets * | | Notes |
Non–Control / Non–Affiliate Investments: | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
A.T. Holdings II LTD | | Other Financial | | First Lien Senior Secured Term Loan | | 14.3% Cash | | 11/22 | | 09/29 | | $ | 7,500 | | | $ | 7,500 | | | $ | 7,230 | | | 1.2 | % | | (3) (6) |
| | | | | | | | | | 7,500 | | | 7,500 | | | 7,230 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Accelerant Holdings | | Banking, Finance, Insurance & Real Estate | | Class A Convertible Preferred Equity (2,500 shares) | | N/A | | 01/22 | | N/A | | | | 2,500 | | | 2,815 | | | 0.4 | % | | (6) (30) |
| | Class B Convertible Preferred Equity (1,666 shares) | | N/A | | 12/22 | | N/A | | | | 1,666 | | | 1,802 | | | 0.3 | % | | (6) (30) |
| | | | | | | | | | | | 4,166 | | | 4,617 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Acclime Holdings HK Limited | | Business Services | | First Lien Senior Secured Term Loan | | LIBOR + 6.75%, 11.6% Cash | | 08/21 | | 07/27 | | 1,941 | | | 1,903 | | | 1,900 | | | 0.3 | % | | (3) (6) (7) (10) |
| | | | | | | | | | 1,941 | | | 1,903 | | | 1,900 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Accurus Aerospace Corporation | | Aerospace & Defense | | First Lien Senior Secured Term Loan | | LIBOR + 5.75%, 11.1% Cash | | 04/22 | | 04/28 | | 8,837 | | | 8,727 | | | 8,554 | | | 1.4 | % | | (6) (7) (9) |
| | Revolver | | LIBOR + 5.75%, 11.1% Cash | | 04/22 | | 04/28 | | 668 | | | 657 | | | 639 | | | 0.1 | % | | (6) (7) (9) |
| | Common Stock (175,049.3 shares) | | N/A | | 04/22 | | N/A | | | | 175 | | | 173 | | | — | % | | (6) (30) |
| | | | | | | | | | 9,505 | | | 9,559 | | | 9,366 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Acogroup | | Business Services | | First Lien Senior Secured Term Loan | | EURIBOR + 4.75%, 8.6% Cash | | 03/22 | | 10/26 | | 3,164 | | | 3,128 | | | 2,920 | | | 0.5 | % | | (3) (6) (7) (13) |
| | | | | | | | | | 3,164 | | | 3,128 | | | 2,920 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
ADB Safegate | | Aerospace & Defense | | Second Lien Senior Secured Term Loan | | SOFR + 9.25%, 14.5% Cash | | 08/21 | | 10/27 | | 5,900 | | | 5,633 | | | 4,882 | | | 0.8 | % | | (3) (6) (7) (15) |
| | | | | | | | | | 5,900 | | | 5,633 | | | 4,882 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Adhefin International | | Industrial Other | | First Lien Senior Secured Term Loan | | EURIBOR + 6.25%, 9.8% Cash | | 05/23 | | 05/30 | | 1,414 | | | 1,367 | | | 1,348 | | | 0.2 | % | | (3) (6) (7) (12) |
| | Subordinated Term Loan | | EURIBOR + 10.50% PIK | | 05/23 | | 11/30 | | 303 | | | 298 | | | 294 | | | — | % | | (3) (6) (7) (12) |
| | | | | | | | | | 1,717 | | | 1,665 | | | 1,642 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Advantage Software Company (The), LLC | | Advertising, Printing & Publishing | | Class A1 Partnership Units (3,012.9 units) | | N/A | | 12/21 | | N/A | | | | 97 | | | 270 | | | — | % | | (6) (30) |
| | Class A2 Partnership Units (777.1 units) | | N/A | | 12/21 | | N/A | | | | 25 | | | 70 | | | — | % | | (6) (30) |
| | Class B1 Partnership Units (3,012.9 units) | | N/A | | 12/21 | | N/A | | | | 3 | | | — | | | — | % | | (6) (30) |
| | Class B2 Partnership Units (777.1 units) | | N/A | | 12/21 | | N/A | | | | 1 | | | — | | | — | % | | (6) (30) |
| | | | | | | | | | | | 126 | | | 340 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Air Canada 2020-2 Class B Pass Through Trust | | Structured Products | | Structured Secured Note - Class B | | 9.0% Cash | | 09/20 | | 10/25 | | 1,392 | | | 1,392 | | | 1,408 | | | 0.2 | % | | |
| | | | | | | | | | 1,392 | | | 1,392 | | | 1,408 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Air Comm Corporation, LLC | | Aerospace & Defense | | First Lien Senior Secured Term Loan | | SOFR + 5.00%, 10.0% Cash | | 06/21 | | 07/27 | | 17,702 | | | 17,416 | | | 16,479 | | | 2.6 | % | | (6) (7) (15) |
| | | | | | | | | | 17,702 | | | 17,416 | | | 16,479 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
AIT Worldwide Logistics Holdings, Inc. | | Transportation Services | | Second Lien Senior Secured Term Loan | | LIBOR + 7.50%, 12.7% Cash | | 04/21 | | 04/29 | | 4,849 | | | 4,764 | | | 4,675 | | | 0.7 | % | | (6) (7) (8) |
| | Partnership Units (161.64 units) | | N/A | | 04/21 | | N/A | | | | 162 | | | 261 | | | — | % | | (6) (30) |
| | | | | | | | | | 4,849 | | | 4,926 | | | 4,936 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
AlliA Insurance Brokers NV | | Insurance | | First Lien Senior Secured Term Loan | | EURIBOR + 6.25%, 9.8% Cash | | 03/23 | | 03/30 | | 3,247 | | | 3,061 | | | 3,120 | | | 0.5 | % | | (3) (6) (7) (12) |
| | | | | | | | | | 3,247 | | | 3,061 | | | 3,120 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Alpine US Bidco LLC | | Agricultural Products | | Second Lien Senior Secured Term Loan | | LIBOR + 9.00%, 14.1% Cash | | 05/21 | | 05/29 | | 18,157 | | | 17,719 | | | 16,795 | | | 2.7 | % | | (7) (8) |
| | | | | | | | | | 18,157 | | | 17,719 | | | 16,795 | | | | | |
Barings Capital Investment Corporation
Unaudited Consolidated Schedule of Investments — (Continued)
June 30, 2023
(Amounts in thousands, except share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company (5) | | Industry | | Investment Type (1)(2) | | Interest | | Acq. Date | | Maturity Date | | Principal Amount | | Cost | | Fair Value | | % of Net Assets * | | Notes |
Amalfi Midco | | Healthcare | | Subordinated Loan Notes | | 2.0% Cash, 9.0% PIK | | 09/22 | | 09/28 | | $ | 2,644 | | | $ | 2,338 | | | $ | 2,345 | | | 0.4 | % | | (3) (6) |
| | Class B Common Stock (46,582,594 shares) | | N/A | | 09/22 | | N/A | | | | 520 | | | 592 | | | 0.1 | % | | (3) (6) (30) |
| | Warrants (190,193 units) | | N/A | | 09/22 | | N/A | | | | 2 | | | 300 | | | — | % | | (3) (6) (30) |
| | | | | | | | | | 2,644 | | | 2,860 | | | 3,237 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Americo Chemical Products, LLC | | Chemicals | | First Lien Senior Secured Term Loan | | SOFR + 5.50%, 10.6% Cash | | 04/23 | | 04/29 | | 1,945 | | | 1,897 | | | 1,896 | | | 0.3 | % | | (6) (7) (14) |
| | Revolver | | SOFR + 5.50%, 10.6% Cash | | 04/23 | | 04/29 | | — | | | (11) | | | (12) | | | — | % | | (6) (7) (14) |
| | Common Stock (88,110 shares) | | N/A | | 04/23 | | N/A | | | | 88 | | | 88 | | | — | % | | (6) (30) |
| | | | | | | | | | 1,945 | | | 1,974 | | | 1,972 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Amtech LLC | | Technology | | First Lien Senior Secured Term Loan | | LIBOR + 6.00%, 11.2% Cash | | 11/21 | | 11/27 | | 1,798 | | | 1,764 | | | 1,777 | | | 0.3 | % | | (6) (7) (8) |
| | Revolver | | LIBOR + 6.00%, 11.2% Cash | | 11/21 | | 11/27 | | — | | | (3) | | | (2) | | | — | % | | (6) (7) (8) |
| | | | | | | | | | 1,798 | | | 1,761 | | | 1,775 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Anagram Holdings, LLC | | Chemicals, Plastics, & Rubber | | First Lien Senior Secured Bond | | 10.0% Cash, 5.0% PIK | | 08/20 | | 08/25 | | 6,232 | | | 5,985 | | | 5,998 | | | 1.0 | % | | |
| | | | | | | | | | 6,232 | | | 5,985 | | | 5,998 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
AnalytiChem Holding Gmbh | | Chemicals | | First Lien Senior Secured Term Loan | | BBSY + 6.00%, 10.1% Cash | | 11/21 | | 10/28 | | 858 | | | 919 | | | 840 | | | 0.1 | % | | (3) (6) (7) (21) |
| | First Lien Senior Secured Term Loan | | EURIBOR + 6.00%, 9.1% Cash | | 11/21 | | 10/28 | | 4,406 | | | 4,424 | | | 4,314 | | | 0.7 | % | | (3) (6) (7) (12) |
| | First Lien Senior Secured Term Loan | | EURIBOR + 6.00%, 9.1% Cash | | 04/22 | | 10/28 | | 2,742 | | | 2,688 | | | 2,684 | | | 0.4 | % | | (3) (6) (7) (12) |
| | First Lien Senior Secured Term Loan | | EURIBOR + 7.00%, 10.1% Cash | | 01/23 | | 10/28 | | 987 | | | 933 | | | 981 | | | 0.2 | % | | (3) (6) (7) (12) |
| | First Lien Senior Secured Term Loan | | LIBOR + 6.00%, 11.6% Cash | | 11/21 | | 10/28 | | 614 | | | 614 | | | 601 | | | 0.1 | % | | (3) (6) (7) (9) |
| | First Lien Senior Secured Term Loan | | LIBOR + 6.00%, 11.6% Cash | | 06/22 | | 10/28 | | 476 | | | 476 | | | 466 | | | 0.1 | % | | (3) (6) (7) (9) |
| | Revolver | | EURIBOR + 6.00%, 9.1% Cash | | 04/22 | | 10/23 | | — | | | (1) | | | (4) | | | — | % | | (3) (6) (7) (12) |
| | | | | | | | | | 10,083 | | | 10,053 | | | 9,882 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
APC1 Holding | | Diversified Manufacturing | | First Lien Senior Secured Term Loan | | EURIBOR + 5.50%, 9.1% Cash | | 07/22 | | 07/29 | | 2,509 | | | 2,308 | | | 2,462 | | | 0.4 | % | | (3) (6) (7) (12) |
| | | | | | | | | | 2,509 | | | 2,308 | | | 2,462 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
APOG Bidco Pty Ltd | | Healthcare | | Second Lien Senior Secured Term Loan | | BBSY + 7.25%, 11.4% Cash | | 04/22 | | 03/30 | | 926 | | | 1,023 | | | 900 | | | 0.1 | % | | (3) (6) (7) (20) |
| | | | | | | | | | 926 | | | 1,023 | | | 900 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Aptus 1829. GmbH | | Chemicals, Plastics, and Rubber | | First Lien Senior Secured Term Loan | | EURIBOR + 6.50%, 10.4% Cash | | 09/21 | | 09/27 | | 1,625 | | | 1,711 | | | 1,314 | | | 0.2 | % | | (3) (6) (7) (13) |
| | Preferred Stock (9 shares) | | N/A | | 09/21 | | N/A | | | | 79 | | | 3 | | | — | % | | (3) (6) (30) |
| | Common Stock (32 shares) | | N/A | | 09/21 | | N/A | | | | 8 | | | — | | | — | % | | (3) (6) (30) |
| | | | | | | | | | 1,625 | | | 1,798 | | | 1,317 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Apus Bidco Limited | | Banking, Finance, Insurance & Real Estate | | First Lien Senior Secured Term Loan | | SONIA + 5.75%, 9.9% Cash | | 02/21 | | 03/28 | | 2,619 | | | 2,783 | | | 2,548 | | | 0.4 | % | | (3) (6) (7) (19) |
| | | | | | | | | 2,619 | | | 2,783 | | | 2,548 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
AQA Acquisition Holding, Inc. | | High Tech Industries | | Second Lien Senior Secured Term Loan | | LIBOR + 7.50%, 12.7% Cash | | 03/21 | | 03/29 | | 21,000 | | | 20,585 | | | 20,643 | | | 3.3 | % | | (6) (7) (9) |
| | | | | | | | | | 21,000 | | | 20,585 | | | 20,643 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Barings Capital Investment Corporation
Unaudited Consolidated Schedule of Investments — (Continued)
June 30, 2023
(Amounts in thousands, except share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company (5) | | Industry | | Investment Type (1)(2) | | Interest | | Acq. Date | | Maturity Date | | Principal Amount | | Cost | | Fair Value | | % of Net Assets * | | Notes |
Aquavista Watersides 2 LTD | | Transportation Services | | First Lien Senior Secured Term Loan | | SONIA + 6.00%, 10.5% Cash | | 12/21 | | 12/28 | | $ | 1,918 | | | $ | 1,934 | | | $ | 1,814 | | | 0.3 | % | | (3) (6) (7) (19) |
| | Second Lien Senior Secured Term Loan | | SONIA + 10.5% PIK | | 12/21 | | 12/28 | | 510 | | | 518 | | | 485 | | | 0.1 | % | | (3) (6) (7) (19) |
| | | | | | | | | | 2,428 | | | 2,452 | | | 2,299 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Arc Education | | Consumer Cyclical | | First Lien Senior Secured Term Loan | | EURIBOR + 5.75%, 9.3% Cash | | 07/22 | | 07/29 | | 3,352 | | | 3,011 | | | 3,266 | | | 0.5 | % | | (3) (6) (7) (12) |
| | | | | | | | | | 3,352 | | | 3,011 | | | 3,266 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Archimede | | Consumer Services | | First Lien Senior Secured Term Loan | | EURIBOR + 5.75%, 9.3% Cash | | 10/20 | | 10/27 | | 7,855 | | | 8,539 | | | 7,722 | | | 1.2 | % | | (3) (6) (7) (12) |
| | | | | | | | | | | 7,855 | | | 8,539 | | | 7,722 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Argus Bidco Limited | | High Tech Industries | | First Lien Senior Secured Term Loan | | EURIBOR + 6.75%, 10.3% Cash | | 07/22 | | 07/29 | | 879 | | | 817 | | | 849 | | | 0.1 | % | | (3) (6) (7) (12) |
| | | | | | | | | | | | | | | | | | |
| | First Lien Senior Secured Term Loan | | SOFR + 6.50%, 11.6% Cash | | 07/22 | | 07/29 | | 65 | | | 63 | | | 63 | | | — | % | | (3) (6) (7) (15) |
| | First Lien Senior Secured Term Loan | | SONIA + 6.50%, 11.4% Cash | | 07/22 | | 07/29 | | 845 | | | 760 | | | 804 | | | 0.1 | % | | (3) (6) (7) (17) |
| | Second Lien Senior Secured Term Loan | | 10.5% PIK | | 07/22 | | 07/29 | | 284 | | | 258 | | | 269 | | | — | % | | (3) (6) |
| | Preferred Stock (20,780 shares) | | 10.0% PIK | | 07/22 | | N/A | | | | 27 | | | 25 | | | — | % | | (3) (6) |
| | Equity Loan Notes (20,780 units) | | 10.0% PIK | | 07/22 | | N/A | | | | 27 | | | 25 | | | — | % | | (3) (6) |
| | Common Stock (232 shares) | | N/A | | 07/22 | | N/A | | | | — | | | — | | | — | % | | (3) (6) (30) |
| | | | | | | | | | 2,073 | | | 1,952 | | | 2,035 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
ASC Communications, LLC | | Media & Entertainment | | First Lien Senior Secured Term Loan | | SOFR + 5.00%, 10.2% Cash | | 07/22 | | 07/27 | | 12,164 | | | 12,000 | | | 12,030 | | | 1.9 | % | | (6) (7) (14) |
| | Revolver | | SOFR + 5.00%, 10.2% Cash | | 07/22 | | 07/27 | | — | | | (9) | | | (7) | | | — | % | | (6) (7) (14) |
| | Class A Units (15,545.8 units) | | N/A | | 07/22 | | N/A | | | | 326 | | | 402 | | | 0.1 | % | | (6) |
| | | | | | | | | | 12,164 | | | 12,317 | | | 12,425 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Ascensus, Inc | | Brokerage, Asset Managers & Exchanges | | Second Lien Senior Secured Term Loan | | LIBOR + 6.50%, 11.7% Cash | | 05/21 | | 08/29 | | 7,511 | | | 7,453 | | | 6,685 | | | 1.1 | % | | (7) (9) |
| | | | | | | | | 7,511 | | | 7,453 | | | 6,685 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Astra Bidco Limited | | Healthcare | | First Lien Senior Secured Term Loan | | SONIA + 5.75%, 10.7% Cash | | 11/21 | | 11/28 | | 1,878 | | | 1,899 | | | 1,833 | | | 0.3 | % | | (3) (6) (7) (19) |
| | | | | | | | | | 1,878 | | | 1,899 | | | 1,833 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
ATL II MRO Holdings Inc. | | Transportation | | First Lien Senior Secured Term Loan | | SOFR + 5.50%, 10.5% Cash | | 11/22 | | 11/28 | | 6,219 | | | 6,075 | | | 6,194 | | | 1.0 | % | | (6) (7) (15) |
| | Revolver | | SOFR + 5.50%, 10.5% Cash | | 11/22 | | 11/28 | | — | | | (28) | | | (5) | | | — | % | | (6) (7) (15) |
| | | | | | | | | | 6,219 | | | 6,047 | | | 6,189 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Avance Clinical Bidco Pty Ltd | | Healthcare | | First Lien Senior Secured Term Loan | | BBSY + 4.50%, 8.9% Cash | | 11/21 | | 11/27 | | 1,769 | | | 1,826 | | | 1,695 | | | 0.3 | % | | (3) (6) (7) (21) |
| | | | | | | | | | 1,769 | | | 1,826 | | | 1,695 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
AVSC Holding Corp. | | Advertising | | First Lien Senior Secured Term Loan | | 5.0% Cash, 10.0% PIK | | 11/20 | | 10/26 | | 4,080 | | | 4,026 | | | 4,240 | | | 0.7 | % | | |
| | First Lien Senior Secured Term Loan | | LIBOR + 4.50%, 10.7% Cash, 1.0% PIK | | 08/20 | | 10/26 | | 249 | | | 236 | | | 246 | | | — | % | | (7) (8) |
| | | | | | | | | | 4,329 | | | 4,262 | | | 4,486 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Azalea Buyer, Inc. | | Technology | | First Lien Senior Secured Term Loan | | LIBOR + 5.25%, 10.4% Cash | | 11/21 | | 11/27 | | 3,024 | | | 2,968 | | | 2,990 | | | 0.5 | % | | (6) (7) (9) |
| | Revolver | | LIBOR + 5.25%, 10.4% Cash | | 11/21 | | 11/27 | | — | | | (5) | | | (3) | | | — | % | | (6) (7) (9) |
| | Subordinated Term Loan | | 12.0% PIK | | 11/21 | | 05/28 | | 1,012 | | | 999 | | | 985 | | | 0.2 | % | | (6) |
| | Common Stock (128,205.1 shares) | | N/A | | 11/21 | | N/A | | | | 128 | | | 102 | | | — | % | | (6) (30) |
| | | | | | | | | | 4,036 | | | 4,090 | | | 4,074 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Barings Capital Investment Corporation
Unaudited Consolidated Schedule of Investments — (Continued)
June 30, 2023
(Amounts in thousands, except share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company (5) | | Industry | | Investment Type (1)(2) | | Interest | | Acq. Date | | Maturity Date | | Principal Amount | | Cost | | Fair Value | | % of Net Assets * | | Notes |
Bariacum S.A. | | Consumer Products | | First Lien Senior Secured Term Loan | | EURIBOR + 5.00%, 8.9% Cash | | 11/21 | | 11/28 | | $ | 2,182 | | | $ | 2,195 | | | $ | 2,182 | | | 0.3 | % | | (3) (6) (7) (13) |
| | | | | | | | | | 2,182 | | | 2,195 | | | 2,182 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Beyond Risk Management, Inc. | | Other Financial | | First Lien Senior Secured Term Loan | | SOFR + 4.50%, 9.7% Cash | | 10/21 | | 10/27 | | 2,538 | | | 2,505 | | | 2,509 | | | 0.4 | % | | (6) (7) (14) |
| | | | | | | | | | 2,538 | | | 2,505 | | | 2,509 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Bidwax | | Non-durable Consumer Goods | | First Lien Senior Secured Term Loan | | EURIBOR + 6.50%, 10.1% Cash | | 02/21 | | 02/28 | | 2,291 | | | 2,430 | | | 2,229 | | | 0.4 | % | | (3) (6) (7) (13) |
| | | | | | | | | | 2,291 | | | 2,430 | | | 2,229 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
BigHand UK Bidco Limited | | High Tech Industries | | First Lien Senior Secured Term Loan | | SOFR + 5.75%, 10.6% Cash | | 01/21 | | 01/28 | | 846 | | | 828 | | | 813 | | | 0.1 | % | | (3) (6) (7) (15) |
| | First Lien Senior Secured Term Loan | | SONIA + 5.75%, 10.8% Cash | | 01/21 | | 01/28 | | 206 | | | 216 | | | 198 | | | — | % | | (3) (6) (7) (18) |
| | | | | | | | | | 1,052 | | | 1,044 | | | 1,011 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Biolam Group | | Consumer Non-cyclical | | First Lien Senior Secured Term Loan | | EURIBOR + 6.25%, 9.8% Cash | | 12/22 | | 12/29 | | 4,418 | | | 4,244 | | | 4,297 | | | 0.7 | % | | (3) (6) (7) (12) |
| | | | | | | | | | 4,418 | | | 4,244 | | | 4,297 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Blue Ribbon, LLC | | Brewers | | First Lien Senior Secured Term Loan | | SOFR + 6.00%, 11.2% Cash | | 05/21 | | 05/28 | | 12,065 | | | 11,841 | | | 8,409 | | | 1.3 | % | | (7) (14) |
| | | | | | | | | | 12,065 | | | 11,841 | | | 8,409 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Bounteous, Inc. | | Technology | | First Lien Senior Secured Term Loan | | SOFR + 5.25%, 10.6% Cash | | 08/21 | | 08/27 | | 6,000 | | | 5,877 | | | 5,520 | | | 0.9 | % | | (6) (7) (15) |
| | | | | | | | | | 6,000 | | | 5,877 | | | 5,520 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
BPG Holdings IV Corp | | Diversified Manufacturing | | First Lien Senior Secured Term Loan | | SOFR + 6.00%, 11.2% Cash | | 03/23 | | 07/29 | | 9,552 | | | 8,996 | | | 8,979 | | | 1.4 | % | | (6) (7) (15) |
| | | | | | | | | | 9,552 | | | 8,996 | | | 8,979 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Bridger Aerospace Group Holdings, LLC | | Environmental Industries | | Municipal Revenue Bond | | 11.5% Cash | | 07/22 | | 09/27 | | 13,600 | | | 13,600 | | | 14,170 | | | 2.3 | % | | |
| | Preferred Stock- Series C (7,309 shares) | | 7.0% PIK | | 07/22 | | N/A | | | | 7,496 | | | 7,563 | | | 1.2 | % | | (6) |
| | | | | | | | | | 13,600 | | | 21,096 | | | 21,733 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Brightline Trains Florida LLC | | Transportation | | Senior Secured Note | | 8.0% Cash | | 08/21 | | 01/28 | | 2,000 | | | 2,000 | | | 1,800 | | | 0.3 | % | | (6) |
| | | | | | | | | | 2,000 | | | 2,000 | | | 1,800 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Brightpay Limited | | Technology | | First Lien Senior Secured Term Loan | | EURIBOR + 5.25%, 8.5% Cash | | 10/21 | | 10/28 | | 2,291 | | | 2,312 | | | 2,250 | | | 0.4 | % | | (3) (6) (7) (12) |
| | | | | | | | | | 2,291 | | | 2,312 | | | 2,250 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
BrightSign LLC | | Media & Entertainment | | First Lien Senior Secured Term Loan | | SOFR + 5.50%, 10.9% Cash | | 10/21 | | 10/27 | | 3,823 | | | 3,794 | | | 3,794 | | | 0.6 | % | | (6) (7) (15) |
| | Revolver | | SOFR + 5.50%, 10.9% Cash | | 10/21 | | 10/27 | | 477 | | | 472 | | | 471 | | | 0.1 | % | | (6) (7) (15) |
| | LLC units (596,181.5 units) | | N/A | | 10/21 | | N/A | | | | 596 | | | 727 | | | 0.1 | % | | (6) (30) |
| | | | | | | | | | 4,300 | | | 4,862 | | | 4,992 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
British Airways 2020-1 Class B Pass Through Trust | | Structured Products | | Structured Secured Note - Class B | | 8.4% Cash | | 11/20 | | 11/28 | | 649 | | | 649 | | | 654 | | | 0.1 | % | | |
| | | | | | | | | | 649 | | | 649 | | | 654 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
British Engineering Services Holdco Limited | | Commercial Services & Supplies | | First Lien Senior Secured Term Loan | | SONIA + 7.00%, 10.7% Cash | | 12/20 | | 12/27 | | 2,291 | | | 2,379 | | | 2,246 | | | 0.4 | % | | (3) (6) (7) (19) |
| | | | | | | | | | 2,291 | | | 2,379 | | | 2,246 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Burgess Point Purchaser Corporation | | Auto Parts & Equipment | | Second Lien Senior Secured Term Loan | | SOFR + 9.00%, 14.4% Cash | | 07/22 | | 07/30 | | 2,273 | | | 2,189 | | | 2,209 | | | 0.4 | % | | (6) (7) (14) |
| | LP Units (227 units) | | N/A | | 07/22 | | N/A | | | | 227 | | | 250 | | | — | % | | (6) (30) |
| | | | | | | | | | 2,273 | | | 2,416 | | | 2,459 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Barings Capital Investment Corporation
Unaudited Consolidated Schedule of Investments — (Continued)
June 30, 2023
(Amounts in thousands, except share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company (5) | | Industry | | Investment Type (1)(2) | | Interest | | Acq. Date | | Maturity Date | | Principal Amount | | Cost | | Fair Value | | % of Net Assets * | | Notes |
BVI Medical, Inc. | | Healthcare | | Second Lien Senior Secured Term Loan | | EURIBOR + 9.50%, 13.1% Cash | | 06/22 | | 06/26 | | $ | 6,118 | | | $ | 5,711 | | | $ | 5,727 | | | 0.9 | % | | (6) (7) (12) |
| | | | | | | | | | 6,118 | | | 5,711 | | | 5,727 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
CAi Software, LLC | | Technology | | First Lien Senior Secured Term Loan | | LIBOR + 6.25%, 11.8% Cash | | 12/21 | | 12/28 | | 3,738 | | | 3,677 | | | 3,461 | | | 0.6 | % | | (6) (7) (9) |
| | First Lien Senior Secured Term Loan | | LIBOR + 6.25%, 11.8% Cash | | 07/22 | | 12/28 | | 1,028 | | | 1,010 | | | 952 | | | 0.2 | % | | (6) (7) (9) |
| | Revolver | | LIBOR + 6.25%, 11.8% Cash | | 12/21 | | 12/28 | | — | | | (11) | | | (52) | | | — | % | | (6) (7) (9) |
| | | | | | | | | | 4,766 | | | 4,676 | | | 4,361 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Canadian Orthodontic Partners Corp. | | Healthcare | | First Lien Senior Secured Term Loan | | CDOR + 3.50%, 8.5% Cash, 3.5% PIK | | 06/21 | | 03/26 | | 1,590 | | | 1,716 | | | 1,372 | | | 0.2 | % | | (3) (6) (7) (24) |
| | Class A Equity (500,000 units) | | N/A | | 05/22 | | N/A | | | | 389 | | | — | | | — | % | | (3) (6) (30) |
| | Class C - Warrants (74,712.64 units) | | N/A | | 05/22 | | N/A | | | | — | | | — | | | — | % | | (3) (6) (30) |
| | | | | | | | | | 1,590 | | | 2,105 | | | 1,372 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Caribou Holding Company, LLC | | Technology | | First Lien Senior Secured Term Loan | | SOFR + 7.64%, 13.6% Cash | | 04/22 | | 04/27 | | 2,159 | | | 2,133 | | | 2,140 | | | 0.3 | % | | (3) (6) (7) (15) |
| | LLC Units (340,909 units) | | N/A | | 04/22 | | N/A | | | | 341 | | | 319 | | | 0.1 | % | | (3) (6) (30) |
| | | | | | | | | | 2,159 | | | 2,474 | | | 2,459 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Carlson Travel, Inc. | | Business Travel Management | | First Lien Senior Secured Bond | | 8.5% Cash | | 11/21 | | 11/26 | | 2,898 | | | 2,718 | | | 1,583 | | | 0.3 | % | | |
| | Series A Convertible Preferred Units (6,205 units) | | N/A | | 01/23 | | N/A | | | | 540 | | | 385 | | | 0.1 | % | | (6) (30) |
| | Common Stock (124,051 shares) | | N/A | | 11/21 | | N/A | | | | 2,345 | | | 512 | | | 0.1 | % | | (30) |
| | | | | | | | | | 2,898 | | | 5,603 | | | 2,480 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Ceres Pharma NV | | Pharmaceuticals | | First Lien Senior Secured Term Loan | | EURIBOR + 5.50%, 9.6% Cash | | 10/21 | | 10/28 | | 5,574 | | | 5,451 | | | 5,439 | | | 0.9 | % | | (3) (6) (7) (13) |
| | | | | | | | | | 5,574 | | | 5,451 | | | 5,439 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
CGI Parent, LLC | | Business Equipment & Services | | First Lien Senior Secured Term Loan | | SOFR + 4.75%, 9.9% Cash | | 02/22 | | 02/28 | | 5,256 | | | 5,172 | | | 5,125 | | | 0.8 | % | | (6) (7) (15) |
| | First Lien Senior Secured Term Loan | | SOFR + 4.75%, 9.9% Cash | | 12/22 | | 02/28 | | 1,591 | | | 1,547 | | | 1,551 | | | 0.2 | % | | (6) (7) (15) |
| | Revolver | | SOFR + 4.75%, 9.9% Cash | | 02/22 | | 02/28 | | — | | | (26) | | | (41) | | | — | % | | (6) (7) (15) |
| | Preferred Stock (551 shares) | | N/A | | 02/22 | | N/A | | | | 551 | | | 995 | | | 0.2 | % | | (6) (30) |
| | | | | | | | | | 6,847 | | | 7,244 | | | 7,630 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Cineworld Group PLC | | Leisure Products | | Warrants (371,024 units) | | N/A | | 07/22 | | N/A | | | | 68 | | | — | | | — | % | | (3) (30) |
| | | | | | | | | | | | 68 | | | — | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Coastal Marina Holdings, LLC | | Hotel, Gaming & Leisure | | Subordinated Term Loan | | 10.0% PIK | | 11/21 | | 11/31 | | 3,472 | | | 3,276 | | | 3,256 | | | 0.5 | % | | (6) |
| | Subordinated Term Loan | | 8.0% Cash | | 11/21 | | 11/31 | | 8,310 | | | 7,775 | | | 7,795 | | | 1.2 | % | | (6) |
| | LLC Units (1,018,869 units) | | N/A | | 11/21 | | N/A | | | | 4,547 | | | 5,440 | | | 0.9 | % | | (6) (30) |
| | | | | | | | | | 11,782 | | | 15,598 | | | 16,491 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Cobham Slip Rings SAS | | Diversified Manufacturing | | First Lien Senior Secured Term Loan | | LIBOR + 6.25%, 11.8% Cash | | 11/21 | | 11/28 | | 1,995 | | | 1,957 | | | 1,971 | | | 0.3 | % | | (3) (6) (7) (9) |
| | | | | | | | | | 1,995 | | | 1,957 | | | 1,971 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Compass Precision, LLC | | Aerospace & Defense | | Senior Subordinated Term Loan | | 11.0% Cash, 1.0% PIK | | 04/22 | | 04/28 | | 638 | | | 627 | | | 622 | | | 0.1 | % | | (6) |
| | LLC Units (46,085.6 units) | | N/A | | 04/22 | | N/A | | | | 125 | | | 162 | | | — | % | | (6) (30) |
| | | | | | | | | | 638 | | | 752 | | | 784 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Barings Capital Investment Corporation
Unaudited Consolidated Schedule of Investments — (Continued)
June 30, 2023
(Amounts in thousands, except share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company (5) | | Industry | | Investment Type (1)(2) | | Interest | | Acq. Date | | Maturity Date | | Principal Amount | | Cost | | Fair Value | | % of Net Assets * | | Notes |
Comply365, LLC | | Technology | | First Lien Senior Secured Term Loan | | SOFR + 5.25%, 10.6% Cash | | 04/22 | | 04/28 | | $ | 6,736 | | | $ | 6,624 | | | $ | 6,656 | | | 1.1 | % | | (6) (7) (16) |
| | Revolver | | SOFR + 5.25%, 10.6% Cash | | 04/22 | | 04/28 | | — | | | (9) | | | (7) | | | — | % | | (6) (7) (16) |
| | | | | | | | | | 6,736 | | | 6,615 | | | 6,649 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Contabo Finco S.À R.L | | Internet Software & Services | | First Lien Senior Secured Term Loan | | EURIBOR + 6.00%, 9.2% Cash | | 10/22 | | 10/29 | | 1,016 | | | 906 | | | 998 | | | 0.2 | % | | (3) (6) (7) (12) |
| | | | | | | | | | 1,016 | | | 906 | | | 998 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Core Scientific, Inc. | | Technology | | Equipment Term Loan | | 9.8% Cash | | 03/22 | | 03/25 | | 17,399 | | | 17,383 | | | 9,935 | | | 1.6 | % | | (6) (29) |
| | Common Stock (53,700 shares) | | N/A | | 09/22 | | N/A | | | | 174 | | | 46 | | | — | % | | (30) |
| | | | | | | | | | 17,399 | | | 17,557 | | | 9,981 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Coyo Uprising GmbH | | Technology | | First Lien Senior Secured Term Loan | | EURIBOR + 3.25%, 6.3% Cash, 3.5% PIK | | 09/21 | | 09/28 | | 10,251 | | | 10,690 | | | 10,100 | | | 1.6 | % | | (3) (6) (7) (13) |
| | Class A Units (531 units) | | N/A | | 09/21 | | N/A | | | | 248 | | | 247 | | | — | % | | (3) (6) (30) |
| | Class B Units (231 units) | | N/A | | 09/21 | | N/A | | | | 538 | | | 626 | | | 0.1 | % | | (3) (6) (30) |
| | | | | | | | | | 10,251 | | | 11,476 | | | 10,973 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
CSL DualCom | | Tele-communications | | First Lien Senior Secured Term Loan | | SONIA + 5.50%, 10.5% Cash | | 09/20 | | 09/27 | | 2,119 | | | 1,957 | | | 2,114 | | | 0.3 | % | | (3) (6) (7) (17) |
| | | | | | | | | | 2,119 | | | 1,957 | | | 2,114 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
CVL 3 | | Capital Equipment | | First Lien Senior Secured Term Loan | | EURIBOR + 5.50%, 8.8% Cash | | 12/21 | | 12/28 | | 764 | | | 773 | | | 753 | | | 0.1 | % | | (3) (6) (7) (12) |
| | First Lien Senior Secured Term Loan | | SOFR + 5.50%, 10.8% Cash | | 12/21 | | 12/28 | | 2,282 | | | 2,235 | | | 2,249 | | | 0.4 | % | | (3) (6) (7) (15) |
| | | | | | | | | | 3,046 | | | 3,008 | | | 3,002 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
CW Group Holdings, LLC | | High Tech Industries | | First Lien Senior Secured Term Loan | | LIBOR + 6.00%, 11.5% Cash | | 01/21 | | 01/27 | | 7,921 | | | 7,806 | | | 7,886 | | | 1.3 | % | | (6) (7) (9) |
| | LLC Units (403,441 units) | | N/A | | 01/21 | | N/A | | | | 403 | | | 733 | | | 0.1 | % | | (6) (30) |
| | | | | | | | | | 7,921 | | | 8,209 | | | 8,619 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
DataServ Integrations, LLC | | Technology | | First Lien Senior Secured Term Loan | | SOFR + 5.50%, 10.6% Cash | | 11/22 | | 11/28 | | 1,909 | | | 1,869 | | | 1,875 | | | 0.3 | % | | (6) (7) (15) |
| | Revolver | | SOFR + 5.50%, 10.6% Cash | | 11/22 | | 11/28 | | — | | | (9) | | | (8) | | | — | % | | (6) (7) (15) |
| | Partnership Units (96,153.9 units) | | N/A | | 11/22 | | N/A | | | | 96 | | | 96 | | | — | % | | (6) (30) |
| | | | | | | | | | 1,909 | | | 1,956 | | | 1,963 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
DecksDirect, LLC | | Building Materials | | First Lien Senior Secured Term Loan | | SOFR + 6.00%, 11.2% Cash | | 12/21 | | 12/26 | | 638 | | | 628 | | | 631 | | | 0.1 | % | | (6) (7) (14) |
| | Revolver | | SOFR + 6.00%, 11.2% Cash | | 12/21 | | 12/26 | | — | | | (3) | | | (2) | | | — | % | | (6) (7) (14) |
| | Common Stock (1,280.8 shares) | | N/A | | 12/21 | | N/A | | | | 55 | | | 52 | | | — | % | | (6) (30) |
| | | | | | | | | | 638 | | | 680 | | | 681 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
DISA Holdings Corp. | | Other Industrial | | First Lien Senior Secured Term Loan | | SOFR + 5.50%, 10.7% Cash | | 11/22 | | 09/28 | | 3,838 | | | 3,710 | | | 3,782 | | | 0.6 | % | | (6) (7) (14) |
| | Revolver | | SOFR + 5.50%, 10.7% Cash | | 11/22 | | 09/28 | | — | | | (8) | | | (3) | | | — | % | | (6) (7) (14) |
| | | | | | | | | | 3,838 | | | 3,702 | | | 3,779 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Dragon Bidco | | Technology | | First Lien Senior Secured Term Loan | | EURIBOR + 6.25%, 9.2% Cash | | 04/21 | | 04/28 | | 4,800 | | | 4,790 | | | 4,733 | | | 0.8 | % | | (3) (6) (7) (13) |
| | | | | | | | | | 4,800 | | | 4,790 | | | 4,733 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Barings Capital Investment Corporation
Unaudited Consolidated Schedule of Investments — (Continued)
June 30, 2023
(Amounts in thousands, except share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company (5) | | Industry | | Investment Type (1)(2) | | Interest | | Acq. Date | | Maturity Date | | Principal Amount | | Cost | | Fair Value | | % of Net Assets * | | Notes |
Dune Group | | Health Care Equipment | | First Lien Senior Secured Term Loan | | EURIBOR + 6.00%, 9.6% Cash | | 09/21 | | 09/28 | | $ | 198 | | | $ | 179 | | | $ | 161 | | | — | % | | (3) (6) (7) (12) |
| | First Lien Senior Secured Term Loan | | LIBOR + 6.00%, 11.5% Cash | | 09/21 | | 09/28 | | 3,177 | | | 3,133 | | | 3,079 | | | 0.5 | % | | (3) (6) (7) (9) |
| | | | | | | | | | 3,375 | | | 3,312 | | | 3,240 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Dunlipharder B.V. | | Technology | | First Lien Senior Secured Term Loan | | SOFR + 6.50%, 11.5% Cash | | 06/22 | | 06/28 | | 1,000 | | | 987 | | | 990 | | | 0.2 | % | | (3) (6) (7) (15) |
| | | | | | | | | | 1,000 | | | 987 | | | 990 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Dwyer Instruments, Inc. | | Electric | | First Lien Senior Secured Term Loan | | SOFR + 5.75%, 11.1% Cash | | 07/21 | | 07/27 | | 9,562 | | | 9,394 | | | 9,409 | | | 1.5 | % | | (6) (7) (15) |
| | | | | | | | | | 9,562 | | | 9,394 | | | 9,409 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Echo Global Logistics, Inc. | | Air Transportation | | Second Lien Senior Secured Term Loan | | LIBOR + 7.00%, 12.2% Cash | | 11/21 | | 11/29 | | 7,605 | | | 7,491 | | | 7,232 | | | 1.2 | % | | (6) (7) (8) |
| | Partnership Equity (289.2 units) | | N/A | | 11/21 | | N/A | | | | 289 | | | 344 | | | 0.1 | % | | (6) (30) |
| | | | | | | | | | 7,605 | | | 7,780 | | | 7,576 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
EFC International | | Automotive | | Senior Unsecured Term Loan | | 11.0% Cash, 2.5% PIK | | 03/23 | | 05/28 | | 689 | | | 669 | | | 671 | | | 0.1 | % | | (6) |
| | Common Stock (145.5 shares) | | N/A | | 03/23 | | N/A | | | | 205 | | | 214 | | | — | % | | (6) (30) |
| | | | | | | | | | 689 | | | 874 | | | 885 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Ellkay, LLC | | Healthcare and Pharmaceuticals | | First Lien Senior Secured Term Loan | | LIBOR + 6.25%, 11.5% Cash | | 09/21 | | 09/27 | | 3,705 | | | 3,650 | | | 3,409 | | | 0.5 | % | | (6) (7) (9) |
| | | | | | | | | | 3,705 | | | 3,650 | | | 3,409 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
EMI Porta Holdco LLC | | Diversified Manufacturing | | First Lien Senior Secured Term Loan | | LIBOR + 5.75%, 11.1% Cash | | 12/21 | | 12/27 | | 8,054 | | | 7,873 | | | 6,883 | | | 1.1 | % | | (6) (7) (9) |
| | Revolver | | LIBOR + 5.75%, 11.1% Cash | | 12/21 | | 12/27 | | 831 | | | 813 | | | 703 | | | 0.1 | % | | (6) (7) (9) |
| | | | | | | | | | 8,885 | | | 8,686 | | | 7,586 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Entact Environmental Services, Inc. | | Environmental Industries | | First Lien Senior Secured Term Loan | | LIBOR + 5.50%, 10.6% Cash | | 02/21 | | 12/25 | | 3,885 | | | 3,863 | | | 3,885 | | | 0.6 | % | | (6) (7) (9) |
| | | | | | | | | | 3,885 | | | 3,863 | | | 3,885 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
EPS NASS Parent, Inc. | | Electrical Components & Equipment | | First Lien Senior Secured Term Loan | | SOFR + 5.75%, 11.1% Cash | | 04/21 | | 04/28 | | 4,412 | | | 4,347 | | | 4,178 | | | 0.7 | % | | (6) (7) (15) |
| | | | | | | | | | 4,412 | | | 4,347 | | | 4,178 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
eShipping, LLC | | Transportation Services | | First Lien Senior Secured Term Loan | | SOFR + 5.00%, 10.2% Cash | | 11/21 | | 11/27 | | 6,162 | | | 6,040 | | | 6,162 | | | 1.0 | % | | (6) (7) (14) |
| | Revolver | | SOFR + 5.00%, 10.2% Cash | | 11/21 | | 11/27 | | — | | | (16) | | | — | | | — | % | | (6) (7) (14) |
| | | | | | | | | | 6,162 | | | 6,024 | | | 6,162 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Eurofins Digital Testing International LUX Holding SARL | | Technology | | First Lien Senior Secured Term Loan | | EURIBOR + 7.00%, 10.5% Cash | | 12/22 | | 12/29 | | 1,009 | | | 905 | | | 902 | | | 0.1 | % | | (3) (6) (7) (12) |
| | First Lien Senior Secured Term Loan | | EURIBOR + 7.00%, 10.5% Cash | | 12/22 | | 09/23 | | — | | | — | | | (14) | | | — | % | | (3) (6) (7) (12) |
| | First Lien Senior Secured Term Loan | | SOFR + 7.00%, 12.5% Cash | | 12/22 | | 12/29 | | 511 | | | 498 | | | 492 | | | 0.1 | % | | (3) (6) (7) (15) |
| | First Lien Senior Secured Term Loan | | SONIA + 7.00%, 11.5% Cash | | 12/22 | | 12/29 | | 1,530 | | | 1,441 | | | 1,472 | | | 0.2 | % | | (3) (6) (7) (18) |
| | Senior Subordinated Term Loan | | 11.5% PIK | | 12/22 | | 12/29 | | 386 | | | 364 | | | 367 | | | 0.1 | % | | (3) (6) |
| | | | | | | | | | 3,436 | | | 3,208 | | | 3,219 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Events Software BidCo Pty Ltd | | Technology | | First Lien Senior Secured Term Loan | | BBSY + 6.50%, 10.3% Cash | | 03/22 | | 03/28 | | 1,705 | | | 1,859 | | | 1,461 | | | 0.2 | % | | (3) (6) (7) (22) |
| | | | | | | | | | 1,705 | | | 1,859 | | | 1,461 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Express Wash Acquisition Company, LLC | | Consumer Cyclical | | First Lien Senior Secured Term Loan | | SOFR + 6.50%, 11.7% Cash | | 07/22 | | 07/28 | | 4,794 | | | 4,711 | | | 4,487 | | | 0.7 | % | | (6) (7) (15) |
| | Revolver | | SOFR + 6.50%, 11.7% Cash | | 07/22 | | 07/28 | | 94 | | | 91 | | | 83 | | | — | % | | (6) (7) (15) |
| | | | | | | | | | 4,888 | | | 4,802 | | | 4,570 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Barings Capital Investment Corporation
Unaudited Consolidated Schedule of Investments — (Continued)
June 30, 2023
(Amounts in thousands, except share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company (5) | | Industry | | Investment Type (1)(2) | | Interest | | Acq. Date | | Maturity Date | | Principal Amount | | Cost | | Fair Value | | % of Net Assets * | | Notes |
Faraday | | Healthcare | | First Lien Senior Secured Term Loan | | EURIBOR + 6.25%, 9.8% Cash | | 01/23 | | 01/30 | | $ | 1,662 | | | $ | 1,587 | | | $ | 1,599 | | | 0.3 | % | | (3) (6) (7) (12) |
| | | | | | | | | | 1,662 | | | 1,587 | | | 1,599 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Ferrellgas L.P. | | Oil & Gas Equipment & Services | | Opco Preferred Units (2,886 units) | | N/A | | 03/21 | | N/A | | | | 2,799 | | | 2,597 | | | 0.4 | % | | (6) |
| | | | | | | | | | | | 2,799 | | | 2,597 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Fineline Technologies, Inc. | | Consumer Services | | First Lien Senior Secured Term Loan | | SOFR + 4.75%, 10.3% Cash | | 02/21 | | 02/28 | | 1,714 | | | 1,695 | | | 1,692 | | | 0.3 | % | | (6) (7) (15) |
| | | | | | | | | | 1,714 | | | 1,695 | | | 1,692 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Finexvet | | Consumer Cyclical | | First Lien Senior Secured Term Loan | | EURIBOR + 6.50%, 9.8% Cash | | 03/22 | | 03/29 | | 2,454 | | | 2,391 | | | 2,388 | | | 0.4 | % | | (3) (6) (7) (13) |
| | First Lien Senior Secured Term Loan | | EURIBOR + 6.50%, 9.8% Cash | | 05/23 | | 03/29 | | 1,840 | | | 1,775 | | | 1,766 | | | 0.3 | % | | (3) (6) (7) (13) |
| | | | | | | | | | 4,294 | | | 4,166 | | | 4,154 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
FinThrive Software Intermediate Holdings Inc. | | Business Equipment & Services | | Preferred Stock (3,188.5 shares) | | 11.0% PIK | | 03/22 | | N/A | | | | 4,039 | | | 3,146 | | | 0.5 | % | | (6) |
| | | | | | | | | | | | 4,039 | | | 3,146 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
FitzMark Buyer, LLC | | Cargo & Transportation | | First Lien Senior Secured Term Loan | | LIBOR + 4.50%, 10.1% Cash | | 12/20 | | 12/26 | | 2,441 | | | 2,411 | | | 2,416 | | | 0.4 | % | | (6) (7) (9) |
| | | | | | | | | | 2,441 | | | 2,411 | | | 2,416 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Five Star Holding LLC | | Packaging | | Second Lien Senior Secured Term Loan | | SOFR + 7.25%, 12.5% Cash | | 05/22 | | 05/30 | | 7,143 | | | 7,015 | | | 7,055 | | | 1.1 | % | | (6) (7) (15) |
| | LLC Units (504.5 units) | | N/A | | 05/22 | | N/A | | | | 504 | | | 561 | | | 0.1 | % | | (6) (30) |
| | | | | | | | | | 7,143 | | | 7,519 | | | 7,616 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Flexential Issuer, LLC | | Information Technology | | Structured Secured Note - Class C | | 6.9% Cash | | 11/21 | | 11/51 | | 10,000 | | | 9,281 | | | 8,500 | | | 1.4 | % | | |
| | | | | | | | | | 10,000 | | | 9,281 | | | 8,500 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Flywheel Re Segregated Portfolio 2022-4 | | Investment Funds | | Preferred Stock (1,281,099 units) | | N/A | | 08/22 | | N/A | | | | 1,886 | | | 1,958 | | | 0.3 | % | | (3) (6) (30) |
| | | | | | | | | | | | 1,886 | | | 1,958 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Footco 40 Limited | | Media & Entertainment | | First Lien Senior Secured Term Loan | | SONIA + 5.75%, 11.2% Cash | | 04/22 | | 04/29 | | 1,804 | | | 1,792 | | | 1,739 | | | 0.3 | % | | (3) (6) (7) (18) |
| | | | | | | | | | 1,804 | | | 1,792 | | | 1,739 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Fortis Payment Systems, LLC | | Other Financial | | First Lien Senior Secured Term Loan | | SOFR + 5.25%, 10.6% Cash | | 10/22 | | 02/26 | | 1,907 | | | 1,860 | | | 1,872 | | | 0.3 | % | | (6) (7) (14) |
| | | | | | | | | | 1,907 | | | 1,860 | | | 1,872 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
FragilePak LLC | | Transportation Services | | First Lien Senior Secured Term Loan | | LIBOR + 5.75%, 11.4% Cash | | 05/21 | | 05/27 | | 7,407 | | | 7,264 | | | 7,407 | | | 1.2 | % | | (6) (7) (9) |
| | Partnership Units (889.3 units) | | N/A | | 05/21 | | N/A | | | | 889 | | | 1,074 | | | 0.2 | % | | (6) (30) |
| | | | | | | | | | 7,407 | | | 8,153 | | | 8,481 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Front Line Power Construction LLC | | Construction Machinery | | First Lien Senior Secured Term Loan | | LIBOR + 12.50%, 18.0% Cash | | 11/21 | | 11/28 | | 768 | | | 715 | | | 806 | | | 0.1 | % | | (6) (7) (9) |
| | Common Stock (3,501 shares) | | N/A | | 04/23 | | N/A | | | | 65 | | | 8 | | | — | % | | (30) |
| | | | | | | | | | 768 | | | 780 | | | 814 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
FSS Buyer LLC | | Technology | | First Lien Senior Secured Term Loan | | SOFR + 5.75%, 11.0% Cash | | 08/21 | | 08/28 | | 7,646 | | | 7,527 | | | 7,586 | | | 1.2 | % | | (6) (7) (14) |
| | LP Interest (1,973.6 units) | | N/A | | 08/21 | | N/A | | | | 20 | | | 28 | | | — | % | | (6) (30) |
| | LP Units (8,677.3 units) | | N/A | | 08/21 | | N/A | | | | 87 | | | 124 | | | — | % | | (6) (30) |
| | | | | | | | | | 7,646 | | | 7,634 | | | 7,738 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Barings Capital Investment Corporation
Unaudited Consolidated Schedule of Investments — (Continued)
June 30, 2023
(Amounts in thousands, except share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company (5) | | Industry | | Investment Type (1)(2) | | Interest | | Acq. Date | | Maturity Date | | Principal Amount | | Cost | | Fair Value | | % of Net Assets * | | Notes |
GB Eagle Buyer, Inc. | | Capital Goods | | First Lien Senior Secured Term Loan | | SOFR + 6.50%, 11.8% Cash | | 12/22 | | 12/28 | | $ | 12,518 | | | $ | 12,169 | | | $ | 12,193 | | | 1.9 | % | | (6) (7) (15) |
| | Revolver | | SOFR + 6.50%, 11.8% Cash | | 12/22 | | 12/28 | | — | | | (53) | | | (50) | | | — | % | | (6) (7) (15) |
| | Partnership Units (515 units) | | N/A | | 12/22 | | N/A | | | | 515 | | | 474 | | | 0.1 | % | | (6) (30) |
| | | | | | | | | | 12,518 | | | 12,631 | | | 12,617 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Global Academic Group Limited | | Industrial Other | | First Lien Senior Secured Term Loan | | BBSY + 6.00%, 9.7% Cash | | 07/22 | | 07/27 | | 1,637 | | | 1,672 | | | 1,601 | | | 0.3 | % | | (3) (6) (7) (21) |
| | First Lien Senior Secured Term Loan | | BKBM + 6.00%, 11.6% Cash | | 07/22 | | 07/27 | | 2,819 | | | 2,810 | | | 2,751 | | | 0.4 | % | | (3) (6) (7) (25) |
| | | | | | | | | | 4,456 | | | 4,482 | | | 4,352 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
GPNZ II GmbH | | Healthcare | | First Lien Senior Secured Term Loan | | EURIBOR + 6.00%, 9.4% Cash | | 06/22 | | 06/29 | | 469 | | | 445 | | | 334 | | | 0.1 | % | | (3) (6) (7) (11) |
| | | | | | | | | | 469 | | | 445 | | | 334 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Greenhill II BV | | Technology | | First Lien Senior Secured Term Loan | | EURIBOR + 5.50%, 8.7% Cash | | 07/22 | | 07/29 | | 897 | | | 813 | | | 878 | | | 0.1 | % | | (3) (6) (7) (12) |
| | | | | | | | | | 897 | | | 813 | | | 878 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Groupe Product Life | | Consumer Non-cyclical | | First Lien Senior Secured Term Loan | | EURIBOR + 6.25%, 10.1% Cash | | 10/22 | | 10/29 | | 1,089 | | | 1,005 | | | 1,056 | | | 0.2 | % | | (3) (6) (7) (12) |
| | | | | | | | | | 1,089 | | | 1,005 | | | 1,056 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Gusto Aus BidCo Pty Ltd | | Consumer Non-cyclical | | First Lien Senior Secured Term Loan | | BBSY + 6.50%, 10.6% Cash | | 10/22 | | 10/28 | | 2,168 | | | 2,021 | | | 2,112 | | | 0.3 | % | | (3) (6) (7) (22) |
| | | | | | | | | | 2,168 | | | 2,021 | | | 2,112 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
HeartHealth Bidco Pty Ltd | | Healthcare | | First Lien Senior Secured Term Loan | | BBSY + 4.75%, 9.2% Cash | | 09/22 | | 09/28 | | 615 | | | 571 | | | 592 | | | 0.1 | % | | (3) (6) (7) (21) |
| | | | | | | | | | 615 | | | 571 | | | 592 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Heartland Veterinary Partners, LLC | | Healthcare | | Subordinated Term Loan | | 11.0% PIK | | 11/21 | | 11/23 | | 567 | | | 559 | | | 493 | | | 0.1 | % | | (6)* |
| | Subordinated Term Loan | | 11.0% PIK | | 11/21 | | 12/28 | | 3,659 | | | 3,595 | | | 3,180 | | | 0.5 | % | | (6)* |
| | | | | | | | | | 4,226 | | | 4,154 | | | 3,673 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
HEKA Invest | | Technology | | First Lien Senior Secured Term Loan | | EURIBOR + 6.50%, 10.1% Cash | | 10/22 | | 10/29 | | 5,110 | | | 4,469 | | | 4,991 | | | 0.8 | % | | (3) (6) (7) (12) |
| | | | | | | | | | 5,110 | | | 4,469 | | | 4,991 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Home Care Assistance, LLC | | Healthcare & Pharmaceuticals | | First Lien Senior Secured Term Loan | | SOFR + 5.00%, 10.1% Cash | | 03/21 | | 03/27 | | 4,475 | | | 4,416 | | | 4,104 | | | 0.7 | % | | (6) (7) (15) |
| | | | | | | | | | 4,475 | | | 4,416 | | | 4,104 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Honour Lane Logistics Holdings Limited | | Transportation Services | | First Lien Senior Secured Term Loan | | SOFR + 4.85%, 10.1% Cash | | 04/22 | | 11/28 | | 7,083 | | | 6,904 | | | 6,864 | | | 1.1 | % | | (3) (6) (7) (16) |
| | | | | | | | | | 7,083 | | | 6,904 | | | 6,864 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
HTI Technology & Industries | | Electronic Component Manufacturing | | First Lien Senior Secured Term Loan | | SOFR + 8.50%, 13.6% Cash | | 07/22 | | 07/25 | | 5,740 | | | 5,668 | | | 5,740 | | | 0.9 | % | | (6) (7) (16) |
| | Revolver | | SOFR + 8.50%, 13.6% Cash | | 07/22 | | 07/25 | | — | | | (7) | | | — | | | — | % | | (6) (7) (16) |
| | | | | | | | | | 5,740 | | | 5,661 | | | 5,740 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Hygie 31 Holding | | Pharmaceuticals | | First Lien Senior Secured Term Loan | | EURIBOR + 6.25%, 9.5% Cash | | 09/22 | | 09/29 | | 327 | | | 281 | | | 321 | | | 0.1 | % | | (3) (6) (7) (13) |
| | | | | | | | | | 327 | | | 281 | | | 321 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
IM Square | | Banking, Finance, Insurance & Real Estate | | First Lien Senior Secured Term Loan | | EURIBOR + 5.25%, 9.1% Cash | | 05/21 | | 04/28 | | 3,491 | | | 3,762 | | | 3,413 | | | 0.5 | % | | (3) (6) (7) (12) |
| | | | | | | | | | 3,491 | | | 3,762 | | | 3,413 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Infoblox, Inc. | | Technology | | Second Lien Senior Secured Term Loan | | SOFR + 7.25%, 12.6% Cash | | 09/20 | | 12/28 | | 2,843 | | | 2,832 | | | 2,585 | | | 0.4 | % | | (7) (16) |
| | | | | | | | | | 2,843 | | | 2,832 | | | 2,585 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Barings Capital Investment Corporation
Unaudited Consolidated Schedule of Investments — (Continued)
June 30, 2023
(Amounts in thousands, except share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company (5) | | Industry | | Investment Type (1)(2) | | Interest | | Acq. Date | | Maturity Date | | Principal Amount | | Cost | | Fair Value | | % of Net Assets * | | Notes |
Infoniqa Holdings GmbH | | Technology | | First Lien Senior Secured Term Loan | | EURIBOR + 4.75%, 8.0% Cash | | 11/21 | | 11/28 | | $ | 2,653 | | | $ | 2,690 | | | $ | 2,619 | | | 0.4 | % | | (3) (6) (7) (13) |
| | | | | | | | | | 2,653 | | | 2,690 | | | 2,619 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Innovad Group II BV | | Beverage, Food & Tobacco | | First Lien Senior Secured Term Loan | | EURIBOR + 6.50%, 10.4% Cash | | 04/21 | | 04/28 | | 4,271 | | | 4,509 | | | 4,097 | | | 0.7 | % | | (3) (6) (7) (13) |
| | First Lien Senior Secured Term Loan | | SARON + 6.50%, 8.2% Cash | | 05/23 | | 04/28 | | 677 | | | 673 | | | 651 | | | 0.1 | % | | (3) (6) (7) (26) |
| | | | | | | | | | 4,948 | | | 5,182 | | | 4,748 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
INOS 19-090 GmbH | | Aerospace & Defense | | First Lien Senior Secured Term Loan | | EURIBOR + 5.62%, 9.2% Cash | | 12/20 | | 12/27 | | 838 | | | 904 | | | 838 | | | 0.1 | % | | (3) (6) (7) (12) |
| | | | | | | | | | 838 | | | 904 | | | 838 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Interstellar Group B.V. | | Technology | | First Lien Senior Secured Term Loan | | EURIBOR + 5.50%, 9.1% Cash | | 08/22 | | 08/29 | | 956 | | | 866 | | | 931 | | | 0.1 | % | | (3) (6) (7) (12) |
| | | | | | | | | | 956 | | | 866 | | | 931 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Isolstar Holding NV (IPCOM) | | Trading Companies & Distributors | | First Lien Senior Secured Term Loan | | EURIBOR + 6.50%, 9.6% Cash | | 10/22 | | 10/29 | | 4,685 | | | 4,052 | | | 4,581 | | | 0.7 | % | | (3) (6) (7) (12) |
| | | | | | | | | | 4,685 | | | 4,052 | | | 4,581 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
ITI Intermodal, Inc. | | Transportation Services | | First Lien Senior Secured Term Loan | | SOFR + 6.50%, 11.7% Cash | | 12/21 | | 12/27 | | 6,476 | | | 6,301 | | | 6,296 | | | 1.0 | % | | (6) (7) (15) |
| | Revolver | | SOFR + 6.50%, 11.7% Cash | | 12/21 | | 12/27 | | 13 | | | (4) | | | (7) | | | — | % | | (6) (7) (15) |
| | Common Stock (1,433.37 shares) | | N/A | | 01/22 | | N/A | | | | 375 | | | 386 | | | 0.1 | % | | (6) (30) |
| | | | | | | | | | 6,489 | | | 6,672 | | | 6,675 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
JetBlue 2019-1 Class B Pass Through Trust | | Structured Products | | Structured Secured Note - Class B | | 8.0% Cash | | 08/20 | | 11/27 | | 1,332 | | | 1,332 | | | 1,322 | | | 0.2 | % | | |
| | | | | | | | | | 1,332 | | | 1,332 | | | 1,322 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
JF Acquisition, LLC | | Automotive | | First Lien Senior Secured Term Loan | | SOFR + 5.50%, 10.6% Cash | | 05/21 | | 07/24 | | 3,585 | | | 3,521 | | | 3,493 | | | 0.6 | % | | (6) (7) (15) |
| | | | | | | | | | 3,585 | | | 3,521 | | | 3,493 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Jon Bidco Limited | | Healthcare | | First Lien Senior Secured Term Loan | | BKBM + 5.50%, 10.2% Cash | | 03/22 | | 03/27 | | 1,979 | | | 2,192 | | | 1,941 | | | 0.3 | % | | (3) (6) (7) (25) |
| | | | | | | | | | 1,979 | | | 2,192 | | | 1,941 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Jones Fish Hatcheries & Distributors LLC | | Consumer Products | | First Lien Senior Secured Term Loan | | LIBOR + 5.50%, 10.9% Cash | | 02/22 | | 02/28 | | 2,784 | | | 2,740 | | | 2,701 | | | 0.4 | % | | (6) (7) (9) |
| | First Lien Senior Secured Term Loan | | SOFR + 5.75%, 11.0% Cash | | 02/22 | | 02/28 | | 696 | | | 676 | | | 679 | | | 0.1 | % | | (6) (7) (16) |
| | Revolver | | LIBOR + 5.50%, 10.9% Cash | | 02/22 | | 02/28 | | — | | | (6) | | | (13) | | | — | % | | (6) (7) (9) |
| | LLC Units (974.68 units) | | N/A | | 02/22 | | N/A | | | | 97 | | | 153 | | | — | % | | (6)* |
| | | | | | | | | | 3,480 | | | 3,507 | | | 3,520 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Kano Laboratories LLC | | Chemicals, Plastics & Rubber | | First Lien Senior Secured Term Loan | | SOFR + 5.00%, 10.3% Cash | | 11/20 | | 11/26 | | 4,955 | | | 4,851 | | | 4,886 | | | 0.8 | % | | (6) (7) (15) |
| | Partnership Equity (78.7 units) | | N/A | | 11/20 | | N/A | | | | 79 | | | 83 | | | — | % | | (6) (30) |
| | | | | | | | | | 4,955 | | | 4,930 | | | 4,969 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Kid Distro Holdings, LLC | | Media & Entertainment | | First Lien Senior Secured Term Loan | | LIBOR + 5.75%, 11.3% Cash | | 10/21 | | 10/27 | | 18,814 | | | 18,531 | | | 18,657 | | | 3.0 | % | | (6) (7) (9) |
| | LLC Units (850,236.1 units) | | N/A | | 10/21 | | N/A | | | | 851 | | | 791 | | | 0.1 | % | | (6) (30) |
| | | | | | | | | | 18,814 | | | 19,382 | | | 19,448 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Kona Buyer, LLC | | High Tech Industries | | First Lien Senior Secured Term Loan | | SOFR + 4.75%, 10.0% Cash | | 12/20 | | 12/27 | | 5,445 | | | 5,362 | | | 5,374 | | | 0.9 | % | | (6) (7) (15) |
| | | | | | | | | | 5,445 | | | 5,362 | | | 5,374 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Lambir Bidco Limited | | Healthcare | | First Lien Senior Secured Term Loan | | EURIBOR + 6.25%, 9.8% Cash | | 12/21 | | 12/28 | | 3,406 | | | 3,402 | | | 3,088 | | | 0.5 | % | | (3) (6) (7) (12) |
| | Second Lien Senior Secured Term Loan | | 12.0% PIK | | 12/21 | | 06/29 | | 1,149 | | | 1,152 | | | 1,010 | | | 0.2 | % | | (3) (6) |
| | | | | | | | | | 4,555 | | | 4,554 | | | 4,098 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Barings Capital Investment Corporation
Unaudited Consolidated Schedule of Investments — (Continued)
June 30, 2023
(Amounts in thousands, except share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company (5) | | Industry | | Investment Type (1)(2) | | Interest | | Acq. Date | | Maturity Date | | Principal Amount | | Cost | | Fair Value | | % of Net Assets * | | Notes |
LeadsOnline, LLC | | Business Equipment & Services | | First Lien Senior Secured Term Loan | | LIBOR + 4.75%, 10.0% Cash | | 02/22 | | 02/28 | | $ | 10,873 | | | $ | 10,721 | | | $ | 10,771 | | | 1.7 | % | | (6) (7) (9) |
| | Revolver | | LIBOR + 4.75%, 10.0% Cash | | 02/22 | | 02/28 | | — | | | (26) | | | (18) | | | — | % | | (6) (7) (9) |
| | LLC Units (39,370.1 units) | | N/A | | 02/22 | | N/A | | | | 39 | | | 61 | | | — | % | | (6)* |
| | | | | | | | | | 10,873 | | | 10,734 | | | 10,814 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Learfield Communications, LLC | | Broadcasting | | First Lien Senior Secured Term Loan | | 3.0% Cash, LIBOR + 10.0% PIK | | 08/20 | | 12/23 | | 6,843 | | | 6,836 | | | 6,108 | | | 1.0 | % | | (9) |
| | First Lien Senior Secured Term Loan | | LIBOR + 3.25%, 8.8% Cash | | 08/20 | | 12/23 | | 67 | | | 47 | | | 52 | | | — | % | | (7) (9) |
| | | | | | | | | | 6,910 | | | 6,883 | | | 6,160 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Liberty Steel Holdings USA Inc. | | Industrial Other | | Revolver | | SOFR + 4.50%, 9.6% Cash | | 04/22 | | 04/25 | | 10,000 | | | 9,940 | | | 9,980 | | | 1.6 | % | | (6) (7) (15) |
| | | | | | | | | | 10,000 | | | 9,940 | | | 9,980 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
LivTech Purchaser, Inc. | | Business Services | | First Lien Senior Secured Term Loan | | LIBOR + 5.00%, 10.5% Cash | | 01/21 | | 12/25 | | 3,319 | | | 3,296 | | | 3,292 | | | 0.5 | % | | (6) (7) (9) |
| | | | | | | | | | 3,319 | | | 3,296 | | | 3,292 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Long Term Care Group, Inc. | | Healthcare | | First Lien Senior Secured Term Loan | | LIBOR + 6.00%, 11.3% Cash | | 04/22 | | 09/27 | | 4,824 | | | 4,745 | | | 4,023 | | | 0.6 | % | | (6) (7) (8) |
| | | | | | | | | | 4,824 | | | 4,745 | | | 4,023 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Marmoutier Holding B.V. | | Consumer Products | | First Lien Senior Secured Term Loan | | EURIBOR, 3.2% Cash, 6.8% PIK | | 12/21 | | 12/28 | | 2,230 | | | 2,224 | | | 1,878 | | | 0.3 | % | | (3) (6) (7) (12) |
| | Revolver | | EURIBOR, 3.2% Cash, 5.8% PIK | | 12/21 | | 06/27 | | 48 | | | 44 | | | 24 | | | — | % | | (3) (6) (7) (12) |
| | | | | | | | | | 2,278 | | | 2,268 | | | 1,902 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Marshall Excelsior Co. | | Capital Goods | | First Lien Senior Secured Term Loan | | SOFR + 5.50%, 10.9% Cash | | 02/22 | | 02/28 | | 6,566 | | | 6,479 | | | 6,382 | | | 1.0 | % | | (6) (7) (15) |
| | Revolver | | SOFR + 5.50%, 10.7% Cash | | 02/22 | | 02/28 | | 932 | | | 919 | | | 904 | | | 0.1 | % | | (6) (7) (15) |
| | | | | | | | | | 7,498 | | | 7,398 | | | 7,286 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
MC Group Ventures Corporation | | Business Services | | First Lien Senior Secured Term Loan | | LIBOR + 5.50%, 10.8% Cash | | 07/21 | | 06/27 | | 4,390 | | | 4,320 | | | 4,357 | | | 0.7 | % | | (6) (7) (9) |
| | Partnership Units (373.3 Units) | | N/A | | 06/21 | | N/A | | | | 373 | | | 375 | | | 0.1 | % | | (6) (30) |
| | | | | | | | | | 4,390 | | | 4,693 | | | 4,732 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Median B.V. | | Healthcare | | First Lien Senior Secured Term Loan | | SONIA + 6.00%, 11.0% Cash | | 02/22 | | 10/27 | | 3,941 | | | 4,087 | | | 3,504 | | | 0.6 | % | | (3) (7) (19) |
| | | | | | | | | | 3,941 | | | 4,087 | | | 3,504 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Mercell Holding AS | | Technology | | First Lien Senior Secured Term Loan | | NIBOR + 6.00%, 9.7% Cash | | 08/22 | | 08/29 | | 1,466 | | | 1,566 | | | 1,434 | | | 0.2 | % | | (3) (6) (7) (27) |
| | Class A Units (57.2 units) | | N/A | | 08/22 | | N/A | | | | 56 | | | 58 | | | — | % | | (3) (6) (30) |
| | Class B Units (14,471.9 units) | | N/A | | 08/22 | | N/A | | | | — | | | 28 | | | — | % | | (3) (6) (30) |
| | | | | | | | | | 1,466 | | | 1,622 | | | 1,520 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
MNS Buyer, Inc. | | Construction and Building | | First Lien Senior Secured Term Loan | | LIBOR + 5.50%, 10.7% Cash | | 08/21 | | 08/27 | | 909 | | | 896 | | | 847 | | | 0.1 | % | | (6) (7) (8) |
| | Partnership Units (76.92 Units) | | N/A | | 08/21 | | N/A | | | | 77 | | | 51 | | | — | % | | (6) (30) |
| | | | | | | | | | 909 | | | 973 | | | 898 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Modern Star Holdings Bidco Pty Limited | | Non-durable Consumer Goods | | First Lien Senior Secured Term Loan | | BBSY + 5.75%, 9.9% Cash | | 12/20 | | 12/26 | | 1,934 | | | 2,081 | | | 1,906 | | | 0.3 | % | | (3) (6) (7) (20) |
| | | | | | | | | | 1,934 | | | 2,081 | | | 1,906 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Barings Capital Investment Corporation
Unaudited Consolidated Schedule of Investments — (Continued)
June 30, 2023
(Amounts in thousands, except share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company (5) | | Industry | | Investment Type (1)(2) | | Interest | | Acq. Date | | Maturity Date | | Principal Amount | | Cost | | Fair Value | | % of Net Assets * | | Notes |
Murphy Midco Limited | | Media, Diversified & Production | | First Lien Senior Secured Term Loan | | SONIA + 5.50%, 10.0% Cash | | 11/20 | | 11/27 | | $ | 1,359 | | | $ | 1,351 | | | $ | 1,333 | | | 0.2 | % | | (3) (6) (7) (19) |
| | | | | | | | | | 1,359 | | | 1,351 | | | 1,333 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Music Reports, Inc. | | Media & Entertainment | | First Lien Senior Secured Term Loan | | SOFR + 5.50%, 10.7% Cash | | 08/20 | | 08/26 | | 5,031 | | | 4,960 | | | 4,986 | | | 0.8 | % | | (6) (7) (14) |
| | | | | | | | | | 5,031 | | | 4,960 | | | 4,986 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Napa Bidco Pty Ltd | | Healthcare | | First Lien Senior Secured Term Loan | | BBSY + 6.50%, 10.0% Cash | | 03/22 | | 03/28 | | 6,945 | | | 7,339 | | | 6,397 | | | 1.0 | % | | (3) (6) (7) (22) |
| | | | | | | | | | 6,945 | | | 7,339 | | | 6,397 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Narda Acquisitionco., Inc. | | Aerospace & Defense | | First Lien Senior Secured Term Loan | | LIBOR + 5.25%, 10.7% Cash | | 12/21 | | 12/27 | | 2,933 | | | 2,893 | | | 2,883 | | | 0.5 | % | | (6) (7) (8) |
| | Revolver | | LIBOR + 5.25%, 10.7% Cash | | 12/21 | | 12/27 | | — | | | (9) | | | (12) | | | — | % | | (6) (7) (9) |
| | Class A Preferred Stock (2,392.9 shares) | | N/A | | 12/21 | | N/A | | | | 239 | | | 269 | | | — | % | | (6) (30) |
| | Class B Common Stock (265.9 shares) | | N/A | | 12/21 | | N/A | | | | 27 | | | 29 | | | — | % | | (6) (30) |
| | | | | | | | | | 2,933 | | | 3,150 | | | 3,169 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Navia Benefit Solutions, Inc. | | Healthcare & Pharmaceuticals | | First Lien Senior Secured Term Loan | | SOFR + 5.25%, 10.3% Cash | | 02/21 | | 02/27 | | 9,232 | | | 9,141 | | | 9,105 | | | 1.5 | % | | (6) (7) (14) |
| | First Lien Senior Secured Term Loan | | SOFR + 5.25%, 10.4% Cash, 3.5% PIK | | 11/22 | | 02/27 | | 5,935 | | | 5,807 | | | 5,818 | | | 0.9 | % | | (6) (7) (15) |
| | | | | | | | | | 15,167 | | | 14,948 | | | 14,923 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
NeoxCo | | Internet Software & Services | | First Lien Senior Secured Term Loan | | EURIBOR + 6.50%, 10.1% Cash | | 01/23 | | 01/30 | | 2,118 | | | 2,037 | | | 2,051 | | | 0.3 | % | | (3) (6) (7) (13) |
| | | | | | | | | | 2,118 | | | 2,037 | | | 2,051 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Nexus Underwriting Management Limited | | Other Financial | | First Lien Senior Secured Term Loan | | SONIA + 5.25%, 9.4% Cash | | 10/21 | | 10/28 | | 2,780 | | | 2,867 | | | 2,739 | | | 0.4 | % | | (3) (6) (7) (19) |
| | Revolver | | SONIA + 5.25%, 9.4% Cash | | 10/21 | | 04/24 | | 50 | | | 51 | | | 50 | | | — | % | | (3) (6) (7) (19) |
| | | | | | | | | | 2,830 | | | 2,918 | | | 2,789 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
NF Holdco, LLC | | Technology | | First Lien Senior Secured Term Loan | | SOFR + 6.50%, 11.7% | | 03/23 | | 03/29 | | 4,253 | | | 4,129 | | | 4,125 | | | 0.7 | % | | (6) (7) (15) |
| | Revolver | | SOFR + 6.50%, 11.7% | | 03/23 | | 03/29 | | — | | | (21) | | | (22) | | | — | % | | (6) (7) (15) |
| | | | | | | | | | 4,253 | | | 4,108 | | | 4,103 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Northstar Recycling, LLC | | Environmental Industries | | First Lien Senior Secured Term Loan | | SOFR + 4.75%, 9.9% Cash | | 10/21 | | 09/27 | | 3,935 | | | 3,876 | | | 3,898 | | | 0.6 | % | | (6) (7) (15) |
| | | | | | | | | | 3,935 | | | 3,876 | | | 3,898 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Novotech Aus Bidco Pty Ltd | | Healthcare | | First Lien Senior Secured Term Loan | | BBSY + 5.75%, 9.4% Cash | | 01/22 | | 01/28 | | 3,163 | | | 3,391 | | | 3,122 | | | 0.5 | % | | (3) (6) (7) (22) |
| | First Lien Senior Secured Term Loan | | SOFR + 5.75%, 10.7% Cash | | 01/22 | | 01/28 | | 3,479 | | | 3,399 | | | 3,420 | | | 0.5 | % | | (3) (6) (7) (16) |
| | | | | | | | | | 6,642 | | | 6,790 | | | 6,542 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
NPM Investments 28 B.V. | | Healthcare | | First Lien Senior Secured Term Loan | | EURIBOR + 6.25%, 9.8% Cash | | 09/22 | | 10/29 | | 2,191 | | | 1,908 | | | 2,136 | | | 0.3 | % | | (3) (6) (7) (12) |
| | | | | | | | | | 2,191 | | | 1,908 | | | 2,136 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
OA Buyer, Inc. | | Healthcare | | First Lien Senior Secured Term Loan | | SOFR + 5.75%, 10.8% Cash | | 12/21 | | 12/28 | | 6,550 | | | 6,441 | | | 6,470 | | | 1.0 | % | | (6) (7) (15) |
| | Revolver | | SOFR + 5.75%, 10.8% Cash | | 12/21 | | 12/28 | | — | | | (21) | | | (16) | | | — | % | | (6) (7) (15) |
| | Partnership Units (210,920.11 units) | | N/A | | 12/21 | | N/A | | | | 211 | | | 240 | | | — | % | | (6) (30) |
| | | | | | | | | | 6,550 | | | 6,631 | | | 6,694 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
OAC Holdings I Corp | | Automotive | | First Lien Senior Secured Term Loan | | SOFR + 5.00%, 10.6% Cash | | 03/22 | | 03/29 | | 1,797 | | | 1,767 | | | 1,696 | | | 0.3 | % | | (6) (7) (15) |
| | Revolver | | SOFR + 5.00%, 10.6% Cash | | 03/22 | | 03/28 | | 489 | | | 478 | | | 451 | | | 0.1 | % | | (6) (7) (15) |
| | | | | | | | | | 2,286 | | | 2,245 | | | 2,147 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Barings Capital Investment Corporation
Unaudited Consolidated Schedule of Investments — (Continued)
June 30, 2023
(Amounts in thousands, except share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company (5) | | Industry | | Investment Type (1)(2) | | Interest | | Acq. Date | | Maturity Date | | Principal Amount | | Cost | | Fair Value | | % of Net Assets * | | Notes |
OG III B.V. | | Containers & Glass Products | | First Lien Senior Secured Term Loan | | EURIBOR + 5.75%, 9.2% Cash | | 06/21 | | 06/28 | | $ | 6,760 | | | $ | 7,248 | | | $ | 6,639 | | | 1.1 | % | | (3) (6) (7) (12) |
| | | | | | | | | | 6,760 | | | 7,248 | | | 6,639 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Omni Intermediate Holdings, LLC | | Transportation | | First Lien Senior Secured Term Loan | | SOFR + 5.00%, 10.2% Cash | | 12/20 | | 12/26 | | 10,751 | | | 10,690 | | | 10,224 | | | 1.6 | % | | (6) (7) (15) |
| | | | | | | | | | 10,751 | | | 10,690 | | | 10,224 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Oracle Vision Bidco Limited | | Healthcare | | First Lien Senior Secured Term Loan | | SONIA + 4.75%, 9.2% Cash | | 06/21 | | 05/28 | | 1,349 | | | 1,463 | | | 1,349 | | | 0.2 | % | | (3) (6) (7) (19) |
| | | | | | | | | | 1,349 | | | 1,463 | | | 1,349 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Origin Bidco Limited | | Technology | | First Lien Senior Secured Term Loan | | EURIBOR + 5.25%, 8.7% Cash | | 06/21 | | 06/28 | | 362 | | | 396 | | | 356 | | | 0.1 | % | | (3) (6) (7) (12) |
| | First Lien Senior Secured Term Loan | | LIBOR + 5.25%, 10.8% Cash | | 06/21 | | 06/28 | | 597 | | | 585 | | | 588 | | | 0.1 | % | | (3) (6) (7) (9) |
| | | | | | | | | | 959 | | | 981 | | | 944 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
OSP Hamilton Purchaser, LLC | | Technology | | First Lien Senior Secured Term Loan | | LIBOR + 6.00%, 11.5% Cash | | 12/21 | | 12/27 | | 2,252 | | | 2,217 | | | 2,211 | | | 0.4 | % | | (6) (7) (9) |
| | First Lien Senior Secured Term Loan | | SOFR + 6.00%, 11.1% Cash | | 12/22 | | 12/27 | | 2,268 | | | 2,206 | | | 2,227 | | | 0.4 | % | | (6) (7) (15) |
| | First Lien Senior Secured Term Loan | | SOFR + 6.25%, 11.6% Cash | | 03/23 | | 12/27 | | 2,385 | | | 2,316 | | | 2,341 | | | 0.4 | % | | (6) (7) (15) |
| | Revolver | | LIBOR + 6.00%, 11.5% Cash | | 12/21 | | 12/27 | | 17 | | | 10 | | | 11 | | | — | % | | (6) (7) (9) |
| | LP Units (276,798 units) | | N/A | | 07/22 | | N/A | | | | 280 | | | 296 | | | — | % | | (6) (30) |
| | | | | | | | | | 6,922 | | | 7,029 | | | 7,086 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Panoche Energy Center LLC | | Electric | | First Lien Senior Secured Bond | | 6.9% Cash | | 07/22 | | 07/29 | | 4,636 | | | 4,198 | | | 4,358 | | | 0.7 | % | | (6) |
| | | | | | | | | | 4,636 | | | 4,198 | | | 4,358 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
PDQ.Com Corporation | | Business Equipment & Services | | First Lien Senior Secured Term Loan | | SOFR + 4.75%, 10.1% Cash | | 08/21 | | 08/27 | | 12,712 | | | 12,540 | | | 12,611 | | | 2.0 | % | | (6) (7) (15) |
| | Class A-2 Partnership Units (86.4 units) | | N/A | | 08/21 | | 08/27 | | | | 86 | | | 150 | | | — | % | | (6) (30) |
| | | | | | | | | | 12,712 | | | 12,626 | | | 12,761 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Perimeter Master Note Business Trust | | Credit Card ABS | | Structured Secured Note - Class A | | 4.7% Cash | | 05/22 | | 05/27 | | 137 | | | 137 | | | 125 | | | — | % | | (3) (6) |
| | Structured Secured Note - Class B | | 5.4% Cash | | 05/22 | | 05/27 | | 137 | | | 137 | | | 124 | | | — | % | | (3) (6) |
| | Structured Secured Note - Class C | | 5.9% Cash | | 05/22 | | 05/27 | | 137 | | | 137 | | | 119 | | | — | % | | (3) (6) |
| | Structured Secured Note - Class D | | 8.5% Cash | | 05/22 | | 05/27 | | 137 | | | 137 | | | 121 | | | — | % | | (3) (6) |
| | Structured Secured Note - Class E | | 11.4% Cash | | 05/22 | | 05/27 | | 6,986 | | | 6,986 | | | 6,013 | | | 1.0 | % | | (3) (6) |
| | | | | | | | | | 7,534 | | | 7,534 | | | 6,502 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Permaconn BidCo Pty Ltd | | Telecommuni-cations | | First Lien Senior Secured Term Loan | | BBSY + 5.75%, 9.9% Cash | | 12/21 | | 12/27 | | 4,794 | | | 5,047 | | | 4,728 | | | 0.8 | % | | (3) (6) (7) (21) |
| | | | | | | | | | 4,794 | | | 5,047 | | | 4,728 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Polara Enterprises, L.L.C. | | Capital Equipment | | First Lien Senior Secured Term Loan | | SOFR + 4.75%, 10.3% Cash | | 12/21 | | 12/27 | | 2,089 | | | 2,057 | | | 2,062 | | | 0.3 | % | | (6) (7) (15) |
| | Revolver | | SOFR + 4.75%, 10.3% Cash | | 12/21 | | 12/27 | | — | | | (4) | | | (4) | | | — | % | | (6) (7) (15) |
| | Partnership Units (3,704.3 units) | | N/A | | 12/21 | | N/A | | | | 370 | | | 530 | | | 0.1 | % | | (6) (30) |
| | | | | | | | | | 2,089 | | | 2,423 | | | 2,588 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
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Barings Capital Investment Corporation
Unaudited Consolidated Schedule of Investments — (Continued)
June 30, 2023
(Amounts in thousands, except share amounts)
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Portfolio Company (5) | | Industry | | Investment Type (1)(2) | | Interest | | Acq. Date | | Maturity Date | | Principal Amount | | Cost | | Fair Value | | % of Net Assets * | | Notes |
Policy Services Company, LLC | | Property & Casualty Insurance | | First Lien Senior Secured Term Loan | | LIBOR + 6.00%, 11.3% Cash, 4.0% PIK | | 12/21 | | 06/26 | | $ | 21,064 | | | $ | 20,643 | | | $ | 20,645 | | | 3.3 | % | | (6) (7) (9) |
| | Warrants - Class A (1.0710 units) | | N/A | | 12/21 | | N/A | | | | — | | | 158 | | | — | % | | (6) (30) |
| | Warrants - Class B (0.3614 units) | | N/A | | 12/21 | | N/A | | | | — | | | 53 | | | — | % | | (6) (30) |
| | Warrants - Class CC (0.0372 units) | | N/A | | 12/21 | | N/A | | | | — | | | — | | | — | % | | (6) (30) |
| | Warrants - Class D (0.1035 units) | | N/A | | 12/21 | | N/A | | | | — | | | 15 | | | — | % | | (6) (30) |
| | | | | | | | | | 21,064 | | | 20,643 | | | 20,871 | | | | | |
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Premium Franchise Brands, LLC | | Research & Consulting Services | | First Lien Senior Secured Term Loan | | LIBOR + 6.25%, 11.5% Cash | | 12/20 | | 12/26 | | 11,755 | | | 11,593 | | | 11,641 | | | 1.9 | % | | (6) (7) (9) |
| | | | | | | | | | 11,755 | | | 11,593 | | | 11,641 | | | | | |
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Premium Invest | | Brokerage, Asset Managers & Exchanges | | First Lien Senior Secured Term Loan | | EURIBOR + 5.25%, 9.2% Cash | | 06/21 | | 06/28 | | 5,673 | | | 6,034 | | | 5,673 | | | 0.9 | % | | (3) (6) (7) (13) |
| | | | | | | | | | 5,673 | | | 6,034 | | | 5,673 | | | | | |
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Preqin MC Limited | | Banking, Finance, Insurance & Real Estate | | First Lien Senior Secured Term Loan | | SOFR + 5.00%, 10.3% Cash | | 08/21 | | 07/28 | | 3,147 | | | 3,074 | | | 3,081 | | | 0.5 | % | | (3) (6) (7) (16) |
| | | | | | | | | | 3,147 | | | 3,074 | | | 3,081 | | | | | |
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ProfitOptics, LLC | | Technology | | First Lien Senior Secured Term Loan | | LIBOR + 5.75%, 10.8% Cash | | 03/22 | | 03/28 | | 656 | | | 645 | | | 646 | | | 0.1 | % | | (6) (7) (10) |
| | Revolver | | LIBOR + 5.75%, 10.8% Cash | | 03/22 | | 03/28 | | 161 | | | 158 | | | 158 | | | — | % | | (6) (7) (10) |
| | Senior Subordinated Term Loan | | 8.0% Cash | | 03/22 | | 03/29 | | 32 | | | 32 | | | 29 | | | — | % | | (6) |
| | LLC Units (96,774.2 units) | | N/A | | 03/22 | | N/A | | | | 65 | | | 72 | | | — | % | | (6) (30) |
| | | | | | | | | | 849 | | | 900 | | | 905 | | | | | |
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Protego Bidco B.V. | | Aerospace & Defense | | First Lien Senior Secured Term Loan | | EURIBOR + 6.75%, 9.8% Cash | | 03/21 | | 03/28 | | 398 | | | 419 | | | 384 | | | 0.1 | % | | (3) (6) (7) (13) |
| | Revolver | | EURIBOR + 6.50%, 9.4% Cash | | 03/21 | | 03/27 | | 740 | | | 789 | | | 714 | | | 0.1 | % | | (3) (6) (7) (13) |
| | | | | | | | | | 1,138 | | | 1,208 | | | 1,098 | | | | | |
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PSP Intermediate 4, LLC | | Technology | | First Lien Senior Secured Term Loan | | EURIBOR + 6.25%, 9.7% Cash | | 05/22 | | 05/29 | | 892 | | | 828 | | | 764 | | | 0.1 | % | | (3) (6) (7) (12) |
| | First Lien Senior Secured Term Loan | | LIBOR + 6.25%, 11.8% Cash | | 05/22 | | 05/29 | | 866 | | | 845 | | | 798 | | | 0.1 | % | | (3) (6) (7) (9) |
| | | | | | | | | | 1,758 | | | 1,673 | | | 1,562 | | | | | |
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QPE7 SPV1 BidCo Pty Ltd | | Consumer Cyclical | | First Lien Senior Secured Term Loan | | BBSY + 4.50%, 8.6% Cash | | 09/21 | | 09/26 | | 2,814 | | | 3,007 | | | 2,738 | | | 0.4 | % | | (3) (6) (7) (20) |
| | | | | | | | | | 2,814 | | | 3,007 | | | 2,738 | | | | | |
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Qualified Industries, LLC | | Consumer Cyclical | | First Lien Senior Secured Term Loan | | SOFR + 5.75%, 11.0% Cash | | 03/23 | | 03/29 | | 606 | | | 589 | | | 590 | | | 0.1 | % | | (6) (7) (15) |
| | Revolver | | SOFR + 5.75%, 11.0% Cash | | 03/23 | | 03/29 | | — | | | (7) | | | (7) | | | — | % | | (6) (7) (15) |
| | Preferred Stock (148 shares) | | N/A | | 03/23 | | N/A | | | | 144 | | | 152 | | | — | % | | (6) (30) |
| | Common Stock (242,424.24 shares) | | N/A | | 03/23 | | N/A | | | | 3 | | | — | | | — | % | | (6) (30) |
| | | | | | | | | | 606 | | | 729 | | | 735 | | | | | |
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Questel Unite | | Business Services | | First Lien Senior Secured Term Loan | | EURIBOR + 6.25%, 9.8% Cash | | 12/20 | | 12/27 | | 2,353 | | | 2,460 | | | 2,265 | | | 0.4 | % | | (3) (6) (7) (12) |
| | First Lien Senior Secured Term Loan | | LIBOR + 6.25%, 11.6% Cash | | 12/20 | | 12/27 | | 367 | | | 364 | | | 361 | | | 0.1 | % | | (3) (6) (7) (9) |
| | | | | | | | | | 2,720 | | | 2,824 | | | 2,626 | | | | | |
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Barings Capital Investment Corporation
Unaudited Consolidated Schedule of Investments — (Continued)
June 30, 2023
(Amounts in thousands, except share amounts)
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Portfolio Company (5) | | Industry | | Investment Type (1)(2) | | Interest | | Acq. Date | | Maturity Date | | Principal Amount | | Cost | | Fair Value | | % of Net Assets * | | Notes |
R1 Holdings, LLC | | Transportation | | First Lien Senior Secured Term Loan | | SOFR + 6.25%, 11.1% Cash | | 12/22 | | 12/28 | | $ | 5,527 | | | $ | 5,326 | | | $ | 5,348 | | | 0.9 | % | | (6) (7) (16) |
| | Revolver | | SOFR + 6.25%, 11.1% Cash | | 12/22 | | 12/28 | | 63 | | | 31 | | | 34 | | | — | % | | (6) (7) (16) |
| | | | | | | | | | 5,590 | | | 5,357 | | | 5,382 | | | | | |
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Randys Holdings, Inc. | | Automobile Manufacturers | | First Lien Senior Secured Term Loan | | SOFR + 6.50%, 11.5% Cash | | 11/22 | | 11/28 | | 9,878 | | | 9,539 | | | 9,570 | | | 1.5 | % | | (6) (7) (15) |
| | Revolver | | SOFR + 6.50%, 11.5% Cash | | 11/22 | | 11/28 | | 264 | | | 226 | | | 231 | | | — | % | | (6) (7) (15) |
| | Partnership Units (4,000 units) | | N/A | | 11/22 | | N/A | | | | 400 | | | 429 | | | 0.1 | % | | (6) (30) |
| | | | | | | | | | 10,142 | | | 10,165 | | | 10,230 | | | | | |
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Recovery Point Systems, Inc. | | Technology | | First Lien Senior Secured Term Loan | | SOFR + 6.00%, 11.1% Cash | | 08/20 | | 07/26 | | 4,982 | | | 4,925 | | | 4,982 | | | 0.8 | % | | (6) (7) (15) |
| | Partnership Equity (81,313 units) | | N/A | | 03/21 | | N/A | | | | 81 | | | 83 | | | — | % | | (6) (30) |
| | | | | | | | | | 4,982 | | | 5,006 | | | 5,065 | | | | | |
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Renovation Parent Holdings, LLC | | Home Furnishings | | First Lien Senior Secured Term Loan | | LIBOR + 5.50%, 10.8% Cash | | 11/21 | | 11/27 | | 7,583 | | | 7,439 | | | 6,643 | | | 1.1 | % | | (6) (7) (9) |
| | Partnership Equity (394,736.8 units) | | N/A | | 11/21 | | N/A | | | | 395 | | | 140 | | | — | % | | (6) (30) |
| | | | | | | | | | 7,583 | | | 7,834 | | | 6,783 | | | | | |
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REP SEKO MERGER SUB LLC | | Air Freight & Logistics | | First Lien Senior Secured Term Loan | | EURIBOR + 4.75%, 8.0% Cash | | 12/20 | | 12/26 | | 7,044 | | | 7,402 | | | 6,974 | | | 1.1 | % | | (6) (7) (13) |
| | First Lien Senior Secured Term Loan | | EURIBOR + 4.75%, 8.0% Cash | | 06/22 | | 12/26 | | 2,111 | | | 2,002 | | | 2,083 | | | 0.3 | % | | (6) (7) (13) |
| | First Lien Senior Secured Term Loan | | LIBOR + 4.75%, 9.9% Cash | | 12/20 | | 12/26 | | 1,630 | | | 1,600 | | | 1,604 | | | 0.3 | % | | (6) (7) (8) |
| | | | | | | | | | 10,785 | | | 11,004 | | | 10,661 | | | | | |
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Resonetics, LLC | | Health Care Equipment | | Second Lien Senior Secured Term Loan | | LIBOR + 7.00%, 12.3% Cash | | 04/21 | | 04/29 | | 1,859 | | | 1,829 | | | 1,807 | | | 0.3 | % | | (6) (7) (9) |
| | | | | | | | | | 1,859 | | | 1,829 | | | 1,807 | | | | | |
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Riedel Beheer B.V. | | Food & Beverage | | First Lien Senior Secured Term Loan | | EURIBOR + 6.25%, 9.8% Cash | | 12/21 | | 12/28 | | 2,263 | | | 2,252 | | | 2,104 | | | 0.3 | % | | (3) (6) (7) (12) |
| | | | | | | | | | 2,263 | | | 2,252 | | | 2,104 | | | | | |
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Royal Buyer, LLC | | Industrial Other | | First Lien Senior Secured Term Loan | | SOFR + 5.50%, 10.6% Cash | | 08/22 | | 08/28 | | 5,756 | | | 5,640 | | | 5,661 | | | 0.9 | % | | (6) (7) (15) |
| | Revolver | | SOFR + 5.50%, 10.6% Cash | | 08/22 | | 08/28 | | 204 | | | 188 | | | 191 | | | — | % | | (6) (7) (15) |
| | | | | | | | | | 5,960 | | | 5,828 | | | 5,852 | | | | | |
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RPX Corporation | | Research & Consulting Services | | First Lien Senior Secured Term Loan | | SOFR + 5.50%, 10.7% Cash | | 10/20 | | 10/25 | | 13,999 | | | 13,818 | | | 13,868 | | | 2.2 | % | | (6) (7) (15) |
| | | | | | | | | | 13,999 | | | 13,818 | | | 13,868 | | | | | |
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Safety Products Holdings, LLC | | Non-durable Consumer Goods | | First Lien Senior Secured Term Loan | | LIBOR + 6.00%, 11.5% Cash | | 12/20 | | 12/26 | | 4,802 | | | 4,735 | | | 4,600 | | | 0.7 | % | | (6) (7) (9) |
| | First Lien Senior Secured Term Loan | | LIBOR + 6.00%, 11.5% Cash | | 12/20 | | 09/23 | | 142 | | | 135 | | | 33 | | | — | % | | (6) (7) (9) |
| | Preferred Stock (84.8 shares) | | N/A | | 12/20 | | N/A | | | | 85 | | | 104 | | | — | % | | (6) (30) |
| | | | | | | | | | 4,944 | | | 4,955 | | | 4,737 | | | | | |
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Sanoptis S.A.R.L. | | Healthcare & Pharmaceuticals | | First Lien Senior Secured Term Loan | | EURIBOR + 5.50%, 8.6% Cash | | 06/22 | | 07/29 | | 2,452 | | | 2,299 | | | 2,384 | | | 0.4 | % | | (3) (6) (7) (13) |
| | First Lien Senior Secured Term Loan | | SARON + 5.50%, 6.9% Cash | | 06/22 | | 07/29 | | 891 | | | 841 | | | 868 | | | 0.1 | % | | (3) (6) (7) (26) |
| | | | | | | | | | 3,343 | | | 3,140 | | | 3,252 | | | | | |
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SBP Holdings LP | | Industrial Other | | First Lien Senior Secured Term Loan | | SOFR + 6.75%, 12.0% Cash | | 03/23 | | 03/28 | | 6,218 | | | 5,985 | | | 5,995 | | | 1.0 | % | | (6) (7) (15) |
| | Revolver | | SOFR + 6.75%, 12.0% Cash | | 03/23 | | 03/28 | | — | | | (18) | | | (17) | | | — | % | | (6) (7) (15) |
| | | | | | | | | | 6,218 | | | 5,967 | | | 5,978 | | | | | |
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Barings Capital Investment Corporation
Unaudited Consolidated Schedule of Investments — (Continued)
June 30, 2023
(Amounts in thousands, except share amounts)
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Portfolio Company (5) | | Industry | | Investment Type (1)(2) | | Interest | | Acq. Date | | Maturity Date | | Principal Amount | | Cost | | Fair Value | | % of Net Assets * | | Notes |
Scaled Agile, Inc. | | Research & Consulting Services | | First Lien Senior Secured Term Loan | | SOFR + 5.25%, 10.6% Cash | | 12/21 | | 12/28 | | $ | 1,811 | | | $ | 1,782 | | | $ | 1,790 | | | 0.3 | % | | (6) (7) (15) |
| | Revolver | | SOFR + 5.25%, 10.6% Cash | | 12/21 | | 12/28 | | — | | | (5) | | | (3) | | | — | % | | (6) (7) (15) |
| | | | | | | | | | 1,811 | | | 1,777 | | | 1,787 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Scout Bidco B.V. | | Diversified Manufacturing | | First Lien Senior Secured Term Loan | | EURIBOR + 5.50%, 8.7% Cash | | 05/22 | | 03/29 | | 3,315 | | | 3,150 | | | 3,306 | | | 0.5 | % | | (3) (6) (7) (13) |
| | Revolver | | EURIBOR + 5.50%, 8.7% Cash | | 05/22 | | 03/29 | | — | | | (11) | | | (1) | | | — | % | | (3) (6) (7) (13) |
| | | | | | | | | | 3,315 | | | 3,139 | | | 3,305 | | | | | |
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Sereni Capital NV | | Consumer Cyclical | | First Lien Senior Secured Term Loan | | EURIBOR + 6.00%, 9.8% Cash | | 05/22 | | 11/28 | | 477 | | | 441 | | | 465 | | | 0.1 | % | | (3) (6) (7) (13) |
| | First Lien Senior Secured Term Loan | | EURIBOR + 6.00%, 9.8% Cash | | 05/22 | | 05/29 | | 501 | | | 480 | | | 488 | | | 0.1 | % | | (3) (6) (7) (13) |
| | First Lien Senior Secured Term Loan | | EURIBOR + 6.50%, 10.4% Cash | | 05/22 | | 11/28 | | 912 | | | 868 | | | 871 | | | 0.1 | % | | (3) (6) (7) (13) |
| | | | | | | | | | 1,890 | | | 1,789 | | | 1,824 | | | | | |
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Serta Simmons Bedding LLC | | Home Furnishings | | First Lien Senior Secured Term Loan | | SOFR + 7.50%, 12.7% Cash | | 06/23 | | 06/28 | | 247 | | | 244 | | | 247 | | | — | % | | (6) (7) (15) |
| | Common Stock (59,747 shares) | | N/A | | 06/23 | | N/A | | | | 893 | | | 893 | | | 0.1 | % | | (6) (30) |
| | | | | | | | | | 247 | | | 1,137 | | | 1,140 | | | | | |
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Shelf Bidco Ltd | | Other Financial | | First Lien Senior Secured Term Loan | | SOFR + 6.00%, 11.2% Cash | | 12/22 | | 01/30 | | 17,400 | | | 16,888 | | | 16,899 | | | 2.7 | % | | (3) (6) (7) (15) |
| | Common Stock (600,000 shares) | | N/A | | 12/22 | | N/A | | | | 600 | | | 600 | | | 0.1 | % | | (3) (6) (30) |
| | | | | | | | | | 17,400 | | | 17,488 | | | 17,499 | | | | | |
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SISU ACQUISITIONCO., INC. | | Aerospace & Defense | | First Lien Senior Secured Term Loan | | LIBOR + 5.50%, 11.0% Cash | | 12/20 | | 12/26 | | 4,875 | | | 4,814 | | | 4,846 | | | 0.8 | % | | (6) (7) (9) |
| | | | | | | | | | 4,875 | | | 4,814 | | | 4,846 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Smartling, Inc. | | Technology | | First Lien Senior Secured Term Loan | | LIBOR + 5.75%, 10.9% Cash | | 11/21 | | 11/27 | | 9,309 | | | 9,167 | | | 9,141 | | | 1.5 | % | | (6) (7) (8) |
| | Revolver | | LIBOR + 5.75%, 10.9% Cash | | 11/21 | | 11/27 | | — | | | (9) | | | (11) | | | — | % | | (6) (7) (8) |
| | | | | | | | | | 9,309 | | | 9,158 | | | 9,130 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
SN BUYER, LLC | | Health Care Services | | First Lien Senior Secured Term Loan | | SOFR + 5.75%, 10.9% Cash | | 12/20 | | 12/26 | | 4,567 | | | 4,509 | | | 4,495 | | | 0.7 | % | | (6) (7) (15) |
| | First Lien Senior Secured Term Loan | | SOFR + 5.75%, 10.9% Cash | | 11/22 | | 12/26 | | 1,880 | | | 1,847 | | | 1,851 | | | 0.3 | % | | (6) (7) (15) |
| | | | | | | | | | 6,447 | | | 6,356 | | | 6,346 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Soho Square III Debtco II SARL | | Diversified Capital Markets | | First Lien Senior Secured Term Loan | | 9.5% PIK | | 10/22 | | 10/27 | | 5,750 | | | 5,229 | | | 5,737 | | | 0.9 | % | | (3) (6) |
| | | | | | | | | | 5,750 | | | 5,229 | | | 5,737 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Solo Buyer, L.P. | | Technology | | First Lien Senior Secured Term Loan | | SOFR + 6.25%, 11.4% Cash | | 12/22 | | 12/29 | | 13,530 | | | 13,211 | | | 13,238 | | | 2.1 | % | | (6) (7) (15) |
| | Revolver | | SOFR + 6.25%, 11.4% Cash | | 12/22 | | 12/28 | | 239 | | | 212 | | | 214 | | | — | % | | (6) (7) (15) |
| | Partnership Units (309,839 units) | | N/A | | 12/22 | | N/A | | | | 310 | | | 287 | | | — | % | | (6) (30) |
| | | | | | | | | | 13,769 | | | 13,733 | | | 13,739 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Sparus Holdings, LLC (f/k/a Sparus Holdings, Inc.) | | Other Utility | | First Lien Senior Secured Term Loan | | SOFR + 5.00%, 10.2% Cash | | 11/22 | | 03/27 | | 1,930 | | | 1,885 | | | 1,889 | | | 0.3 | % | | (6) (7) (15) |
| | Revolver | | Prime + 4.00%, 12.3% Cash | | 11/22 | | 03/27 | | 59 | | | 56 | | | 56 | | | — | % | | (6) (7) (28) |
| | | | | | | | | | 1,989 | | | 1,941 | | | 1,945 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Spatial Business Systems LLC | | Electric | | First Lien Senior Secured Term Loan | | SOFR + 5.00%, 10.1% Cash | | 10/22 | | 10/28 | | 3,039 | | | 2,888 | | | 2,911 | | | 0.5 | % | | (6) (7) (14) |
| | Revolver | | SOFR + 5.00%, 10.1% Cash | | 10/22 | | 10/28 | | — | | | (15) | | | (13) | | | — | % | | (6) (7) (14) |
| | | | | | | | | | 3,039 | | | 2,873 | | | 2,898 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Barings Capital Investment Corporation
Unaudited Consolidated Schedule of Investments — (Continued)
June 30, 2023
(Amounts in thousands, except share amounts)
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Portfolio Company (5) | | Industry | | Investment Type (1)(2) | | Interest | | Acq. Date | | Maturity Date | | Principal Amount | | Cost | | Fair Value | | % of Net Assets * | | Notes |
SSCP Pegasus Midco Limited | | Healthcare & Pharmaceuticals | | First Lien Senior Secured Term Loan | | SONIA + 6.50%, 11.0% Cash | | 12/20 | | 11/27 | | $ | 487 | | | $ | 468 | | | $ | 478 | | | 0.1 | % | | (3) (6) (7) (18) |
| | | | | | | | | | 487 | | | 468 | | | 478 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Starnmeer B.V. | | Technology | | First Lien Senior Secured Term Loan | | SOFR + 6.00%, 11.3% Cash | | 10/21 | | 04/27 | | 4,640 | | | 4,588 | | | 4,609 | | | 0.7 | % | | (3) (6) (7) (15) |
| | | | | | | | | | 4,640 | | | 4,588 | | | 4,609 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Superjet Buyer, LLC | | Technology | | First Lien Senior Secured Term Loan | | SOFR + 5.75%, 11.0% Cash | | 12/21 | | 12/27 | | 16,282 | | | 16,024 | | | 16,119 | | | 2.6 | % | | (6) (7) (15) |
| | Revolver | | SOFR + 5.75%, 11.0% Cash | | 12/21 | | 12/27 | | — | | | (22) | | | (15) | | | — | % | | (6) (7) (15) |
| | | | | | | | | | 16,282 | | | 16,002 | | | 16,104 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Syniverse Holdings, Inc. | | Technology Distributors | | Series A Preferred Equity (7,575,758 units) | | 12.5% PIK | | 05/22 | | N/A | | | | 8,451 | | | 8,219 | | | 1.3 | % | | (6) |
| | | | | | | | | | | | 8,451 | | | 8,219 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Syntax Systems Ltd | | Technology | | First Lien Senior Secured Term Loan | | LIBOR + 5.75%, 10.9% Cash | | 11/21 | | 10/28 | | 4,095 | | | 4,061 | | | 3,875 | | | 0.6 | % | | (3) (6) (7) (8) |
| | Revolver | | LIBOR + 5.75%, 10.9% Cash | | 11/21 | | 10/26 | | 398 | | | 394 | | | 373 | | | 0.1 | % | | (3) (6) (7) (8) |
| | | | | | | | | | 4,493 | | | 4,455 | | | 4,248 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
TA SL Cayman Aggregator Corp. | | Technology | | Subordinated Term Loan | | 7.8% PIK | | 07/21 | | 07/28 | | 1,067 | | | 1,053 | | | 1,039 | | | 0.2 | % | | (6) |
| | Common Stock (736 shares) | | N/A | | 07/21 | | N/A | | | | 23 | | | 30 | | | — | % | | (6) (30) |
| | | | | | | | | | 1,067 | | | 1,076 | | | 1,069 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Tank Holding Corp | | Metal & Glass Containers | | First Lien Senior Secured Term Loan | | SOFR + 5.75%, 11.0% Cash | | 03/22 | | 03/28 | | 7,272 | | | 7,137 | | | 6,974 | | | 1.1 | % | | (6) (7) (14) |
| | First Lien Senior Secured Term Loan | | SOFR + 6.00%, 11.2% Cash | | 05/23 | | 03/28 | | 1,439 | | | 1,378 | | | 1,377 | | | 0.2 | % | | (6) (7) (14) |
| | Revolver | | SOFR + 5.75%, 11.0% Cash | | 03/22 | | 03/28 | | 491 | | | 479 | | | 464 | | | 0.1 | % | | (6) (7) (14) |
| | | | | | | | | | 9,202 | | | 8,994 | | | 8,815 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Tanqueray Bidco Limited | | Technology | | First Lien Senior Secured Term Loan | | SONIA + 6.25%, 10.4% Cash | | 11/22 | | 11/29 | | 1,725 | | | 1,494 | | | 1,663 | | | 0.3 | % | | (3) (6) (7) (18) |
| | | | | | | | | | 1,725 | | | 1,494 | | | 1,663 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Team Air Distributing, LLC | | Consumer Cyclical | | Subordinated Term Loan | | 12.0% Cash | | 05/23 | | 05/28 | | 600 | | | 588 | | | 588 | | | 0.1 | % | | (6) |
| | Partnership Equity (400,000 units) | | N/A | | 05/23 | | N/A | | | | 400 | | | 392 | | | 0.1 | % | | (6) (30) |
| | | | | | | | | | 600 | | | 988 | | | 980 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Techone B.V. | | Technology | | First Lien Senior Secured Term Loan | | EURIBOR + 5.50%, 9.0% Cash | | 11/21 | | 11/28 | | 2,970 | | | 2,989 | | | 2,905 | | | 0.5 | % | | (3) (6) (7) (12) |
| | Revolver | | EURIBOR + 5.50%, 9.0% Cash | | 11/21 | | 05/28 | | 62 | | | 57 | | | 59 | | | — | % | | (3) (6) (7) (12) |
| | | | | | | | | | 3,032 | | | 3,046 | | | 2,964 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Tencarva Machinery Company, LLC | | Capital Equipment | | First Lien Senior Secured Term Loan | | LIBOR + 5.50%, 10.5% Cash | | 12/21 | | 12/27 | | 4,187 | | | 4,130 | | | 4,152 | | | 0.7 | % | | (6) (7) (10) |
| | Revolver | | LIBOR + 5.50%, 10.5% Cash | | 12/21 | | 12/27 | | — | | | (10) | | | (6) | | | — | % | | (6) (7) (10) |
| | | | | | | | | | 4,187 | | | 4,120 | | | 4,146 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Terrybear, Inc. | | Consumer Products | | Subordinated Term Loan | | 10.0% Cash, 4.0% PIK | | 04/22 | | 04/28 | | 269 | | | 265 | | | 261 | | | — | % | | (6) |
| | Partnership Equity (24,358.97 units) | | N/A | | 04/22 | | N/A | | | | 239 | | | 158 | | | — | % | | (6) (30) |
| | | | | | | | | | 269 | | | 504 | | | 419 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Barings Capital Investment Corporation
Unaudited Consolidated Schedule of Investments — (Continued)
June 30, 2023
(Amounts in thousands, except share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company (5) | | Industry | | Investment Type (1)(2) | | Interest | | Acq. Date | | Maturity Date | | Principal Amount | | Cost | | Fair Value | | % of Net Assets * | | Notes |
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC) | | Brokerage, Asset Managers & Exchanges | | First Lien Senior Secured Term Loan | | SOFR + 4.25%, 9.4% Cash | | 10/21 | | 12/27 | | $ | 803 | | | $ | 752 | | | $ | 803 | | | 0.1 | % | | (6) (7) (15) |
| | Revolver | | SOFR + 4.25%, 9.4% Cash | | 10/21 | | 12/27 | | — | | | (10) | | | — | | | — | % | | (6) (7) (15) |
| | Subordinated Term Loan | | LIBOR + 7.75%, 12.9% Cash | | 10/21 | | 10/28 | | 3,348 | | | 3,296 | | | 3,319 | | | 0.5 | % | | (6) (7) (10) |
| | | | | | | | | | 4,151 | | | 4,038 | | | 4,122 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
The Cleaver-Brooks Company, Inc. | | Capital Equipment | | First Lien Senior Secured Term Loan | | SOFR + 5.50%, 10.7% Cash | | 07/22 | | 07/28 | | 12,873 | | | 12,648 | | | 12,697 | | | 2.0 | % | | (6) (7) (14) |
| | Revolver | | SOFR + 5.50%, 10.7% Cash | | 07/22 | | 07/28 | | — | | | (27) | | | (22) | | | — | % | | (6) (7) (14) |
| | Subordinated Term Loan | | 11.0% PIK | | 07/22 | | 07/29 | | 3,072 | | | 3,016 | | | 3,025 | | | 0.5 | % | | (6) |
| | | | | | | | | | 15,945 | | | 15,637 | | | 15,700 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
The Octave Music Group, Inc. | | Media: Diversified & Production | | Second Lien Senior Secured Term Loan | | SOFR + 7.50%, 12.4% Cash | | 04/22 | | 04/30 | | 7,569 | | | 7,436 | | | 7,482 | | | 1.2 | % | | (6) (7) (15) |
| | Partnership Equity (409,153.1 units) | | N/A | | 04/22 | | N/A | | | | 409 | | | 725 | | | 0.1 | % | | (6) (30) |
| | | | | | | | | | 7,569 | | | 7,845 | | | 8,207 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Trader Corporation | | Technology | | First Lien Senior Secured Term Loan | | CDOR + 6.75%, 12.0% Cash | | 12/22 | | 12/29 | | 2,350 | | | 2,222 | | | 2,301 | | | 0.4 | % | | (3) (6) (7) (23) |
| | Revolver | | CDOR + 6.75%, 12.0% Cash | | 12/22 | | 12/28 | | — | | | (4) | | | (4) | | | — | % | | (3) (6) (7) (23) |
| | | | | | | | | | 2,350 | | | 2,218 | | | 2,297 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Trident Maritime Systems, Inc. | | Aerospace & Defense | | First Lien Senior Secured Term Loan | | LIBOR + 5.50%, 11.0% Cash | | 02/21 | | 02/27 | | 16,658 | | | 16,491 | | | 16,291 | | | 2.6 | % | | (6) (7) (9) |
| | | | | | | | | | 16,658 | | | 16,491 | | | 16,291 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
TSYL Corporate Buyer, Inc. | | Technology | | First Lien Senior Secured Term Loan | | SOFR + 4.75%, 10.7% Cash | | 12/22 | | 12/28 | | 636 | | | 593 | | | 597 | | | 0.1 | % | | (6) (7) (15) |
| | Revolver | | SOFR + 4.75%, 10.7% Cash | | 12/22 | | 12/28 | | — | | | (3) | | | (3) | | | — | % | | (6) (7) (15) |
| | Partnership Units (4,673 units) | | N/A | | 12/22 | | N/A | | | | 5 | | | 4 | | | — | % | | (6) (30) |
| | | | | | | | | | 636 | | | 595 | | | 598 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Turbo Buyer, Inc. | | Finance Companies | | First Lien Senior Secured Term Loan | | SOFR + 6.00%, 11.6% Cash | | 11/21 | | 12/25 | | 8,125 | | | 8,010 | | | 7,970 | | | 1.3 | % | | (6) (7) (15) |
| | | | | | | | | | 8,125 | | | 8,010 | | | 7,970 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Turnberry Solutions, Inc. | | Consumer Cyclical | | First Lien Senior Secured Term Loan | | SOFR + 5.75%, 10.9% Cash | | 07/21 | | 09/26 | | 7,897 | | | 7,793 | | | 7,809 | | | 1.2 | % | | (6) (7) (15) |
| | | | | | | | | | 7,897 | | | 7,793 | | | 7,809 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
UKFast Leaders Limited | | Technology | | First Lien Senior Secured Term Loan | | SONIA + 4.50%, 4.5% Cash, 3.4% PIK | | 09/20 | | 09/27 | | 1,078 | | | 1,069 | | | 962 | | | 0.2 | % | | (3) (6) (7) (18) |
| | | | | | | | | | 1,078 | | | 1,069 | | | 962 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Union Bidco Limited | | Healthcare | | First Lien Senior Secured Term Loan | | SONIA + 6.00%, 11.2% Cash | | 06/22 | | 06/29 | | 932 | | | 872 | | | 872 | | | 0.1 | % | | (3) (6) (7) (18) |
| | | | | | | | | | 932 | | | 872 | | | 872 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
United Therapy Holding III GmbH | | Healthcare | | First Lien Senior Secured Term Loan | | EURIBOR + 5.75%, 7.2% Cash | | 04/22 | | 03/29 | | 1,779 | | | 1,700 | | | 1,443 | | | 0.2 | % | | (3) (6) (7) (13) |
| | | | | | | | | | 1,779 | | | 1,700 | | | 1,443 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Unither (Uniholding) | | Pharmaceuticals | | First Lien Senior Secured Term Loan | | EURIBOR + 6.25%, 9.8% Cash | | 03/23 | | 03/30 | | 2,068 | | | 1,952 | | | 1,999 | | | 0.3 | % | | (3) (6) (7) (12) |
| | | | | | | | | | 2,068 | | | 1,952 | | | 1,999 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Utac Ceram | | Business Services | | First Lien Senior Secured Term Loan | | EURIBOR + 4.75%, 8.4% Cash, 1.8% PIK | | 09/20 | | 09/27 | | 764 | | | 826 | | | 730 | | | 0.1 | % | | (3) (6) (7) (12) |
| | First Lien Senior Secured Term Loan | | LIBOR + 4.75%, 10.3% Cash, 1.8% PIK | | 02/21 | | 09/27 | | 364 | | | 364 | | | 348 | | | 0.1 | % | | (3) (6) (7) (9) |
| | | | | | | | | | 1,128 | | | 1,190 | | | 1,078 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Barings Capital Investment Corporation
Unaudited Consolidated Schedule of Investments — (Continued)
June 30, 2023
(Amounts in thousands, except share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company (5) | | Industry | | Investment Type (1)(2) | | Interest | | Acq. Date | | Maturity Date | | Principal Amount | | Cost | | Fair Value | | % of Net Assets * | | Notes |
Victoria Bidco Limited | | Industrial Machinery | | First Lien Senior Secured Term Loan | | SONIA + 6.50%, 11.4% Cash | | 03/22 | | 01/29 | | $ | 763 | | | $ | 712 | | | $ | 718 | | | 0.1 | % | | (3) (6) (7) (18) |
| | First Lien Senior Secured Term Loan | | SONIA + 6.50%, 9.9% Cash | | 03/22 | | 01/29 | | 7,442 | | | 7,707 | | | 7,003 | | | 1.1 | % | | (3) (6) (7) (19) |
| | | | | | | | | | 8,205 | | | 8,419 | | | 7,721 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
VistaJet Pass Through Trust 2021-1B | | Airlines | | Structured Secured Note - Class B | | 6.3% Cash | | 11/21 | | 2/29 | | 8,571 | | | 8,571 | | | 6,934 | | | 1.1 | % | | (6) |
| | | | | | | | | | 8,571 | | | 8,571 | | | 6,934 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Vital Buyer, LLC | | Technology | | First Lien Senior Secured Term Loan | | SOFR + 5.50%, 10.5% Cash | | 06/21 | | 06/28 | | 12,420 | | | 12,234 | | | 12,421 | | | 2.0 | % | | (6) (7) (15) |
| | Partnership Units (16,442.9 units) | | N/A | | 06/21 | | N/A | | | | 164 | | | 391 | | | 0.1 | % | | (6) (30) |
| | | | | | | | | | 12,420 | | | 12,398 | | | 12,812 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
W2O Holdings, Inc. | | Healthcare Technology | | First Lien Senior Secured Term Loan | | SOFR + 5.50%, 10.2% Cash | | 10/20 | | 06/25 | | 2,398 | | | 2,394 | | | 2,356 | | | 0.4 | % | | (6) (16) |
| | First Lien Senior Secured Term Loan | | SOFR + 5.50%, 10.8% Cash | | 10/20 | | 06/25 | | 1,052 | | | 1,019 | | | 1,018 | | | 0.2 | % | | (6) (7) (15) |
| | | | | | | | | | 3,450 | | | 3,413 | | | 3,374 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Wheels Up Experience Inc | | Transportation Services | | First Lien Senior Secured Term Loan | | 12.0% Cash | | 09/22 | | 10/29 | | 8,550 | | | 8,232 | | | 7,267 | | | 1.2 | % | | (6) |
| | | | | | | | | | 8,550 | | | 8,232 | | | 7,267 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Whitcraft Holdings, Inc. | | Aerospace & Defense | | First Lien Senior Secured Term Loan | | SOFR + 7.00%, 11.9% Cash | | 02/23 | | 2/29 | | 6,339 | | | 6,097 | | | 6,100 | | | 1.0 | % | | (6) (7) (15) |
| | Revolver | | SOFR + 7.00%, 11.9% Cash | | 02/23 | | 2/29 | | — | | | (35) | | | (36) | | | — | % | | (6) (7) (15) |
| | LP Units (31,543.6 units) | | N/A | | 02/23 | | N/A | | | | 315 | | | 315 | | | 0.1 | % | | (6) (30) |
| | | | | | | | | | 6,339 | | | 6,377 | | | 6,379 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Willis Engine Structured Trust VI | | Structured Finance | | Structured Secured Note - Series 2021-1 Class C | | 7.4% Cash | | 05/21 | | 5/46 | | 1,986 | | | 1,986 | | | 1,594 | | | 0.3 | % | | (6) |
| | | | | | | | | | 1,986 | | | 1,986 | | | 1,594 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Woodland Foods, LLC | | Food & Beverage | | First Lien Senior Secured Term Loan | | SOFR + 5.75%, 11.3% Cash | | 12/21 | | 12/27 | | 3,327 | | | 3,276 | | | 3,041 | | | 0.5 | % | | (6) (7) (15) |
| | Revolver | | SOFR + 5.75%, 11.3% Cash | | 12/21 | | 12/27 | | 442 | | | 426 | | | 352 | | | 0.1 | % | | (6) (7) (15) |
| | Common Stock (777.3 shares) | | N/A | | 12/21 | | N/A | | | | 777 | | | 469 | | | 0.1 | % | | (6) (30) |
| | | | | | | | | | 3,769 | | | 4,479 | | | 3,862 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
WWEC Holdings III Corp | | Capital Goods | | First Lien Senior Secured Term Loan | | SOFR + 6.00%, 11.2% Cash | | 10/22 | | 10/28 | | 5,363 | | | 5,222 | | | 5,241 | | | 0.8 | % | | (6) (7) (15) |
| | Revolver | | SOFR + 6.00%, 11.2% Cash | | 10/22 | | 10/28 | | 280 | | | 260 | | | 262 | | | — | % | | (6) (7) (15) |
| | | | | | | | | | 5,643 | | | 5,482 | | | 5,503 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Xeinadin Bidco Limited | | Financial Other | | First Lien Senior Secured Term Loan | | SONIA + 5.25%, 9.7% Cash | | 05/22 | | 05/29 | | 5,670 | | | 5,353 | | | 5,522 | | | 0.9 | % | | (3) (6) (7) (18) |
| | Subordinated Term Loan | | 11.0% PIK | | 05/22 | | 05/29 | | 2,140 | | | 2,023 | | | 2,094 | | | 0.3 | % | | (3) (6) |
| | Common Stock (18,266,390 shares) | | N/A | | 05/22 | | N/A | | | | 226 | | | 216 | | | — | % | | (3) (6) (30) |
| | | | | | | | | | 7,810 | | | 7,602 | | | 7,832 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
ZB Holdco LLC | | Food & Beverage | | First Lien Senior Secured Term Loan | | SOFR + 4.75%, 10.1% Cash | | 02/22 | | 02/28 | | 2,010 | | | 1,986 | | | 1,988 | | | 0.3 | % | | (6) (7) (15) |
| | Revolver | | SOFR + 4.75%, 10.1% Cash | | 02/22 | | 02/28 | | — | | | (7) | | | (5) | | | — | % | | (6) (7) (15) |
| | LLC Units (76.3 units) | | N/A | | 02/22 | | N/A | | | | 76 | | | 109 | | | — | % | | (6) (30) |
| | | | | | | | | | 2,010 | | | 2,055 | | | 2,092 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Barings Capital Investment Corporation
Unaudited Consolidated Schedule of Investments — (Continued)
June 30, 2023
(Amounts in thousands, except share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company (5) | | Industry | | Investment Type (1)(2) | | Interest | | Acq. Date | | Maturity Date | | Principal Amount | | Cost | | Fair Value | | % of Net Assets * | | Notes |
Zeppelin Bidco Limited | | Services: Business | | First Lien Senior Secured Term Loan | | SONIA + 6.25%, 11.2% Cash | | 03/22 | | 03/29 | | $ | 3,076 | | | $ | 3,086 | | | $ | 2,842 | | | 0.5 | % | | (3) (6) (7) (18) |
| | | | | | | | | | 3,076 | | | 3,086 | | | 2,842 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Subtotal Non–Control / Non–Affiliate Investments (182.6%) | | | | | | | | 1,144,177 | | | 1,178,684 | | | 1,144,118 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Affiliate Investments: (4) | | | | | | | | | | | | | | | | | | |
Banff Partners LP | | Investment Funds & Vehicles | | 10% Partnership Interest | | N/A | | 03/21 | | N/A | | | | 14,646 | | | 15,510 | | | 2.5 | % | | (3) (30) |
| | | | | | | | | | | | 14,646 | | | 15,510 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Eclipse Business Capital, LLC | | Banking, Finance, Insurance & Real Estate | | Revolver | | SOFR + 7.25% | | 07/21 | | 07/28 | | 1,797 | | | 1,748 | | | 1,797 | | | 0.3 | % | | (6) (14) |
| | Second Lien Senior Secured Term Loan | | 7.5% Cash | | 07/21 | | 07/28 | | 2,246 | | | 2,229 | | | 2,246 | | | 0.4 | % | | (6) |
| | LLC Units (44,197,541 units) | | N/A | | 07/21 | | N/A | | | | 46,240 | | | 72,057 | | | 11.5 | % | | (6) |
| | | | | | | | | | 4,043 | | | 50,217 | | | 76,100 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Rocade Holdings LLC | | Other Financial | | Preferred LP Units (45,000 units) | | SOFR + 6.0% PIK | | 02/23 | | N/A | | | | 47,022 | | | 47,022 | | | 7.5 | % | | (6) |
| | Common LP Units (15.4 units) | | N/A | | 02/23 | | N/A | | | | — | | | 49 | | | — | % | | (6) (30) |
| | | | | | | | | | | | 47,022 | | | 47,071 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Thompson Rivers LLC | | Investment Funds & Vehicles | | 6.6% Member Interest | | N/A | | 06/20 | | N/A | | | | 12,299 | | | 6,289 | | | 1.0 | % | | (30) |
| | | | | | | | | | | | 12,299 | | | 6,289 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Waccamaw River LLC | | Investment Funds & Vehicles | | 20% Member Interest | | N/A | | 02/21 | | N/A | | | | 25,036 | | | 20,357 | | | 3.2 | % | | (3) |
| | | | | | | | | | | | 25,036 | | | 20,357 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Subtotal Affiliate Investments (26.4%) | | | | | | | | 4,043 | | | 149,220 | | | 165,327 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
Total Investments, June 30, 2023 (209.0%)* | | | | | | | | $ | 1,148,220 | | | $ | 1,327,904 | | | $ | 1,309,445 | | | | | |
Barings Capital Investment Corporation
Unaudited Consolidated Schedule of Investments — (Continued)
June 30, 2023
(Amounts in thousands, except share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Foreign Currency Forward Contracts: | | | | | | | | | | |
Description | | Notional Amount to be Purchased | | Notional Amount to be Sold | | Counterparty | | Settlement Date | | Unrealized Appreciation (Depreciation) |
Foreign currency forward contract (AUD) | | A$40,566 | | $27,107 | | HSBC Bank USA | | 07/07/23 | | $ | (83) | |
Foreign currency forward contract (AUD) | | $27,594 | | A$40,566 | | HSBC Bank USA | | 07/07/23 | | 569 | |
Foreign currency forward contract (AUD) | | $27,725 | | A$41,384 | | HSBC Bank USA | | 10/10/23 | | 83 | |
| | | | | | | | | | |
Foreign currency forward contract (CAD) | | C$5,840 | | $4,425 | | BNP Paribas SA | | 07/07/23 | | (13) | |
Foreign currency forward contract (CAD) | | $80 | | C$109 | | BNP Paribas SA | | 07/07/23 | | (2) | |
Foreign currency forward contract (CAD) | | $4,275 | | C$5,731 | | HSBC Bank USA | | 07/07/23 | | (55) | |
Foreign currency forward contract (CAD) | | $4,193 | | C$5,520 | | BNP Paribas SA | | 10/10/23 | | 17 | |
| | | | | | | | | | |
Foreign currency forward contract (DKK) | | 3,760kr. | | $554 | | BNP Paribas SA | | 07/07/23 | | (2) | |
Foreign currency forward contract (DKK) | | $542 | | 3,685kr. | | BNP Paribas SA | | 07/07/23 | | 1 | |
Foreign currency forward contract (DKK) | | $11 | | 75kr. | | HSBC Bank USA | | 07/07/23 | | — | |
Foreign currency forward contract (DKK) | | $563 | | 3,801kr. | | BNP Paribas SA | | 10/10/23 | | 2 | |
| | | | | | | | | | |
Foreign currency forward contract (EUR) | | €91,629 | | $100,485 | | BNP Paribas SA | | 07/07/23 | | (431) | |
Foreign currency forward contract (EUR) | | $95,862 | | €87,629 | | BNP Paribas SA | | 07/07/23 | | 175 | |
Foreign currency forward contract (EUR) | | $4,405 | | €4,000 | | HSBC Bank USA | | 07/07/23 | | 37 | |
Foreign currency forward contract (EUR) | | $102,385 | | €92,918 | | BNP Paribas SA | | 10/10/23 | | 438 | |
| | | | | | | | | | |
Foreign currency forward contract (GBP) | | £16,599 | | $21,159 | | HSBC Bank USA | | 07/07/23 | | (66) | |
Foreign currency forward contract (GBP) | | $20,604 | | £16,599 | | HSBC Bank USA | | 07/07/23 | | (489) | |
Foreign currency forward contract (GBP) | | $21,986 | | £17,245 | | HSBC Bank USA | | 10/10/23 | | 69 | |
| | | | | | | | | | |
Foreign currency forward contract (NZD) | | NZ$9,578 | | $5,906 | | BNP Paribas SA | | 07/07/23 | | (33) | |
Foreign currency forward contract (NZD) | | $6,017 | | NZ$9,578 | | HSBC Bank USA | | 07/07/23 | | 145 | |
Foreign currency forward contract (NZD) | | $5,865 | | NZ$9,515 | | BNP Paribas SA | | 10/10/23 | | 33 | |
| | | | | | | | | | |
Foreign currency forward contract (NOK) | | kr20,411 | | $1,897 | | BNP Paribas SA | | 07/07/23 | | 9 | |
Foreign currency forward contract (NOK) | | $1,984 | | kr20,411 | | BNP Paribas SA | | 07/07/23 | | 78 | |
Foreign currency forward contract (NOK) | | $1,914 | | kr20,524 | | BNP Paribas SA | | 10/10/23 | | (9) | |
| | | | | | | | | | |
Foreign currency forward contract (CHF) | | 58Fr. | | $65 | | BNP Paribas SA | | 07/07/23 | | — | |
Foreign currency forward contract (CHF) | | 1,372Fr. | | $1,535 | | HSBC Bank USA | | 07/07/23 | | (2) | |
Foreign currency forward contract (CHF) | | $559 | | 500Fr. | | BNP Paribas SA | | 07/07/23 | | — | |
Foreign currency forward contract (CHF) | | $1,027 | | 930Fr. | | HSBC Bank USA | | 07/07/23 | | (12) | |
Foreign currency forward contract (CHF) | | $1,572 | | 1,390Fr. | | HSBC Bank USA | | 10/10/23 | | 2 | |
Total Foreign Currency Forward Contracts, June 30, 2023 | | | | | | $ | 461 | |
* Fair value as a percentage of net assets.
(1)All debt investments are income producing, unless otherwise noted. Barings Capital Investment Corporation’s (the “Company”) external investment adviser, Barings LLC (“Barings” or 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 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 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.
(2)All of the Company’s portfolio company investments (including joint venture investments), which as of June 30, 2023 represented 209.0% 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 25.3% of total investments at fair value as of June 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).
(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 six months ended June 30, 2023 were as follows:
Barings Capital Investment Corporation
Unaudited Consolidated Schedule of Investments — (Continued)
June 30, 2023
(Amounts in thousands, except share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2022 Value | Gross Additions (a) | Gross Reductions (b) | Amount of Realized Gain (Loss) | Amount of Unrealized Gain (Loss) | June 30, 2023 Value | Amount of Interest or Dividends Credited to Income(c) |
Portfolio Company | Type of Investment |
Banff Partners LP | 10% Partnership Interest | $ | 14,730 | | $ | — | | $ | — | | $ | — | | $ | 780 | | $ | 15,510 | | $ | — | |
| 14,730 | | — | | — | | — | | 780 | | 15,510 | | — | |
| | | | | | | | |
Eclipse Business Capital, LLC (d) | Revolver (SOFR + 7.25%) | 2,605 | | 4,722 | | (5,525) | | — | | (5) | | 1,797 | | 136 | |
Second Lien Senior Secured Term Loan (7.5% Cash) | 2,246 | | 1 | | — | | — | | (1) | | 2,246 | | 85 | |
LLC Units (44,197,541 units) | 66,738 | | 175 | | — | | — | | 5,144 | | 72,057 | | 3,652 | |
| 71,589 | | 4,898 | | (5,525) | | — | | 5,138 | | 76,100 | | 3,873 | |
| | | | | | | | |
Rocade Holdings LLC(d) | Preferred LP Units (45,000 units) (SOFR + 6.00%) | — | | 47,022 | | — | | — | | — | | 47,022 | | 2,022 | |
Common LP Units (15.4 units) | — | | — | | — | | — | | 49 | | 49 | | — | |
| — | | 47,022 | | — | | — | | 49 | | 47,071 | | 2,022 | |
| | | | | | | | |
Thompson Rivers LLC | 6.6% Member Interest | 12,537 | | — | | (6,470) | | — | | 222 | | 6,289 | | — | |
| 12,537 | | — | | (6,470) | | — | | 222 | | 6,289 | | — | |
| | | | | | | | |
Waccamaw River LLC | 20% Member Interest | 20,212 | | 2,480 | | — | | — | | (2,335) | | 20,357 | | 1,460 | |
| 20,212 | | 2,480 | | — | | — | | (2,335) | | 20,357 | | 1,460 | |
| | | | | | | | |
Total Affiliate Investments | $ | 119,068 | | $ | 54,400 | | $ | (11,995) | | $ | — | | $ | 3,854 | | $ | 165,327 | | $ | 7,355 | |
(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.
(5)Some or all of the investment is or will be encumbered as security for the Company’s senior secured revolving credit facility with ING Capital LLC (as amended, the “ING Credit Facility”).
(6)The fair value of the investment was determined using significant unobservable inputs.
(7)Debt investment includes interest rate floor feature.
(8)The interest rate on these loans is subject to 1 Month LIBOR, which as of June 30, 2023 was 5.21771%.
(9)The interest rate on these loans is subject to 3 Month LIBOR, which as of June 30, 2023 was 5.54543%.
(10)The interest rate on these loans is subject to 6 Month LIBOR, which as of June 30, 2023 was 5.76229%.
(11)The interest rate on these loans is subject to 1 Month EURIBOR, which as of June 30, 2023 was 3.39900%.
(12)The interest rate on these loans is subject to 3 Month EURIBOR, which as of June 30, 2023 was 3.57700%.
(13)The interest rate on these loans is subject to 6 Month EURIBOR, which as of June 30, 2023 was 3.90000%.
(14)The interest rate on these loans is subject to 1 Month SOFR, which as of June 30, 2023 was 5.14078%.
(15)The interest rate on these loans is subject to 3 Month SOFR, which as of June 30, 2023 was 5.26836%.
(16)The interest rate on these loans is subject to 6 Month SOFR, which as of June 30, 2023 was 5.39064%.
(17)The interest rate on these loans is subject to 1 Month SONIA, which as of June 30, 2023 was 4.93960%.
(18)The interest rate on these loans is subject to 3 Month SONIA, which as of June 30, 2023 was 5.27080%.
(19)The interest rate on these loans is subject to 6 Month SONIA, which as of June 30, 2023 was 5.66650%.
(20)The interest rate on these loans is subject to 1 Month BBSY, which as of June 30, 2023 was 4.14400%.
(21)The interest rate on these loans is subject to 3 Month BBSY, which as of June 30, 2023 was 4.35070%.
(22)The interest rate on these loans is subject to 6 Month BBSY, which as of June 30, 2023 was 4.70000%.
(23)The interest rate on these loans is subject to 1Month CDOR, which as of June 30, 2023 was 5.27250%.
(24)The interest rate on these loans is subject to 3 Month CDOR, which as of June 30, 2023 was 5.39500%.
(25)The interest rate on these loans is subject to 3 Month BKBM, which as of June 30, 2023 was 5.68000%.
Barings Capital Investment Corporation
Unaudited Consolidated Schedule of Investments — (Continued)
June 30, 2023
(Amounts in thousands, except share amounts)
(26)The interest rate on these loans is subject to 6 Month SARON, which as of June 30, 2023 was 1.70654%.
(27)The interest rate on these loans is subject to 1 Month NIBOR, which as of June 30, 2023 was 4.01000%.
(28)The interest rate on these loans is subject to Prime, which as of June 30, 2023 was 8.25000%.
(29)Non-accrual investment.
(30)Investment is non-income producing.
See accompanying notes.
Barings Capital Investment Corporation
Consolidated Schedule of Investments
December 31, 2022
(Amounts in thousands, except share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company (5) | | Industry | | Investment Type (1)(2) | | Interest | | Acq. Date | | Maturity Date | | Principal Amount | | Cost | | Fair Value | | % of Net Assets * | | Notes |
Non–Control / Non–Affiliate Investments: | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
A.T. Holdings II LTD | | Other Financial | | First Lien Senior Secured Term Loan | | 14.3% Cash | | 11/22 | | 09/29 | | $ | 7,500 | | | $ | 7,500 | | | $ | 7,500 | | | 1.2 | % | | (3) (6) |
| | | | | | | | | | 7,500 | | | 7,500 | | | 7,500 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Accelerant Holdings | | Banking, Finance, Insurance & Real Estate | | Class A Convertible Preferred Equity (2,500 shares) | | N/A | | 01/22 | | N/A | | | | 2,500 | | | 2,702 | | | 0.4 | % | | (6) (30) |
| | Class B Convertible Preferred Equity (1,666 shares) | | N/A | | 12/22 | | N/A | | | | 1,666 | | | 1,666 | | | 0.3 | % | | (6) (30) |
| | | | | | | | | | | | 4,166 | | | 4,368 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Acclime Holdings HK Limited | | Business Services | | First Lien Senior Secured Term Loan | | LIBOR + 6.50%, 9.6% Cash | | 08/21 | | 07/27 | | 1,941 | | | 1,898 | | | 1,891 | | | 0.3 | % | | (3) (6) (7) (10) |
| | | | | | | | | | 1,941 | | | 1,898 | | | 1,891 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Accurus Aerospace Corporation | | Aerospace & Defense | | First Lien Senior Secured Term Loan | | LIBOR + 5.75%, 10.8% Cash | | 04/22 | | 03/28 | | 8,888 | | | 8,768 | | | 8,746 | | | 1.5 | % | | (6) (7) (9) |
| | Revolver | | LIBOR + 5.75%, 10.8% Cash | | 04/22 | | 03/28 | | 461 | | | 449 | | | 446 | | | 0.1 | % | | (6) (7) (9) |
| | Common Stock (175,049.3 shares) | | N/A | | 04/22 | | N/A | | | | 175 | | | 174 | | | — | % | | (6) (30) |
| | | | | | | | | | 9,349 | | | 9,392 | | | 9,366 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Acogroup | | Business Services | | First Lien Senior Secured Term Loan | | EURIBOR + 6.25%, 6.8% Cash | | 03/22 | | 10/26 | | 3,095 | | | 3,120 | | | 2,919 | | | 0.5 | % | | (3) (6) (7) (13) |
| | | | | | | | | | 3,095 | | | 3,120 | | | 2,919 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
ADB Safegate | | Aerospace & Defense | | Second Lien Senior Secured Term Loan | | LIBOR + 9.25%, 14.0% Cash | | 08/21 | | 10/27 | | 5,500 | | | 5,184 | | | 4,180 | | | 0.7 | % | | (3) (6) (7) (9) |
| | | | | | | | | | 5,500 | | | 5,184 | | | 4,180 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Advantage Software Company (The), LLC | | Advertising, Printing & Publishing | | Class A1 Partnership Units (3,012.9 units) | | N/A | | 12/21 | | N/A | | | | 97 | | | 232 | | | — | % | | (6) (30) |
| | Class A2 Partnership Units (777.1 units) | | N/A | | 12/21 | | N/A | | | | 25 | | | 60 | | | — | % | | (6) (30) |
| | Class B1 Partnership Units (3,012.9 units) | | N/A | | 12/21 | | N/A | | | | 3 | | | — | | | — | % | | (6) (30) |
| | Class B2 Partnership Units (777.1 units) | | N/A | | 12/21 | | N/A | | | | 1 | | | — | | | — | % | | (6) (30) |
| | | | | | | | | | | | 126 | | | 292 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Air Canada 2020-2 Class B Pass Through Trust | | Airlines | | Structured Secured Note - Class B | | 9.0% Cash | | 09/20 | | 10/25 | | 1,613 | | | 1,613 | | | 1,606 | | | 0.3 | % | | |
| | | | | | | | | | 1,613 | | | 1,613 | | | 1,606 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Air Comm Corporation, LLC | | Aerospace & Defense | | First Lien Senior Secured Term Loan | | LIBOR + 5.50%, 10.2% Cash | | 06/21 | | 07/27 | | 17,792 | | | 17,512 | | | 17,581 | | | 2.9 | % | | (6) (7) (9) |
| | | | | | | | | | 17,792 | | | 17,512 | | | 17,581 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
AIT Worldwide Logistics Holdings, Inc. | | Transportation Services | | Second Lien Senior Secured Term Loan | | LIBOR + 7.50%, 12.2% Cash | | 04/21 | | 04/29 | | 4,849 | | | 4,758 | | | 4,665 | | | 0.8 | % | | (6) (7) (9) |
| | Partnership Units (161.64 units) | | N/A | | 04/21 | | N/A | | | | 162 | | | 370 | | | 0.1 | % | | (6) (30) |
| | | | | | | | | | 4,849 | | | 4,920 | | | 5,035 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Alpine US Bidco LLC | | Agricultural Products | | Second Lien Senior Secured Term Loan | | LIBOR + 9.00%, 13.3% Cash | | 05/21 | | 05/29 | | 18,156 | | | 17,692 | | | 16,704 | | | 2.8 | % | | (7) (8) |
| | | | | | | | | | 18,156 | | | 17,692 | | | 16,704 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Amalfi Midco | | Healthcare | | Subordinated Loan Notes | | LIBOR + 2.00%, 6.8% Cash, 9.0% PIK | | 09/22 | | 09/28 | | 2,392 | | | 2,225 | | | 2,145 | | | 0.4 | % | | (3) (6) (9) |
| | Class B Common Stock (46,582,594 shares) | | N/A | | 09/22 | | N/A | | | | 520 | | | 560 | | | 0.1 | % | | (3) (6) (30) |
| | Warrants (190,193 units) | | N/A | | 09/22 | | N/A | | | | 2 | | | 213 | | | — | % | | (3) (6) (30) |
| | | | | | | | | | 2,392 | | | 2,747 | | | 2,918 | | | | | |
Barings Capital Investment Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 2022
(Amounts in thousands, except share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company (5) | | Industry | | Investment Type (1)(2) | | Interest | | Acq. Date | | Maturity Date | | Principal Amount | | Cost | | Fair Value | | % of Net Assets * | | Notes |
Amtech LLC | | Technology | | First Lien Senior Secured Term Loan | | LIBOR + 5.50%, 9.6% Cash | | 11/21 | | 11/27 | | $ | 1,350 | | | $ | 1,313 | | | $ | 1,322 | | | 0.2 | % | | (6) (7) (8) |
| | Revolver | | LIBOR + 5.50%, 9.6% Cash | | 11/21 | | 11/27 | | 45 | | | 42 | | | 43 | | | — | % | | (6) (7) (8) |
| | | | | | | | | | 1,395 | | | 1,355 | | | 1,365 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Anagram Holdings, LLC | | Chemicals, Plastics, & Rubber | | First Lien Senior Secured Bond | | 10.0% Cash, 5.0% PIK | | 08/20 | | 08/25 | | 6,050 | | | 5,757 | | | 5,747 | | | 1.0 | % | | |
| | | | | | | | | | 6,050 | | | 5,757 | | | 5,747 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
AnalytiChem Holding Gmbh | | Chemicals | | First Lien Senior Secured Term Loan | | BBSY + 6.00%, 9.1% Cash | | 11/21 | | 12/28 | | 874 | | | 919 | | | 856 | | | 0.1 | % | | (3) (6) (7) (21) |
| | First Lien Senior Secured Term Loan | | EURIBOR + 6.00%, 7.7% Cash | | 11/21 | | 11/28 | | 3,209 | | | 3,239 | | | 3,142 | | | 0.5 | % | | (3) (6) (7) (12) |
| | First Lien Senior Secured Term Loan | | EURIBOR + 6.00%, 7.7% Cash | | 11/21 | | 12/28 | | 1,101 | | | 1,178 | | | 1,078 | | | 0.2 | % | | (3) (6) (7) (12) |
| | First Lien Senior Secured Term Loan | | EURIBOR + 6.00%, 7.7% Cash | | 04/22 | | 10/28 | | 2,682 | | | 2,682 | | | 2,626 | | | 0.4 | % | | (3) (6) (7) (12) |
| | First Lien Senior Secured Term Loan | | LIBOR + 6.00%, 10.8% Cash | | 11/21 | | 12/28 | | 614 | | | 614 | | | 601 | | | 0.1 | % | | (3) (6) (7) (9) |
| | First Lien Senior Secured Term Loan | | LIBOR + 6.00%, 10.8% Cash | | 06/22 | | 10/28 | | 476 | | | 476 | | | 466 | | | 0.1 | % | | (3) (6) (7) (9) |
| | Revolver | | EURIBOR + 6.00%, 7.7% Cash | | 04/22 | | 10/23 | | — | | | (2) | | | (3) | | | — | % | | (3) (6) (7) (12) |
| | | | | | | | | | 8,956 | | | 9,106 | | | 8,766 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
APC1 Holding | | Diversified Manufacturing | | First Lien Senior Secured Term Loan | | EURIBOR + 6.00%, 8.2% Cash | | 07/22 | | 07/29 | | 2,101 | | | 1,952 | | | 2,044 | | | 0.3 | % | | (3) (6) (7) (12) |
| | | | | | | | | | 2,101 | | | 1,952 | | | 2,044 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
APOG Bidco Pty Ltd | | Healthcare | | Second Lien Senior Secured Term Loan | | BBSY + 7.25%, 10.3% Cash | | 04/22 | | 03/30 | | 943 | | | 1,022 | | | 929 | | | 0.2 | % | | (3) (6) (7) (20) |
| | | | | | | | | | 943 | | | 1,022 | | | 929 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Aptus 1829. GmbH | | Chemicals, Plastics, & Rubber | | First Lien Senior Secured Term Loan | | EURIBOR + 7.00%, 8.9% Cash | | 09/21 | | 09/27 | | 3,335 | | | 3,585 | | | 3,335 | | | 0.6 | % | | (3) (6) (7) (11) |
| | Preferred Stock (9 shares) | | N/A | | 09/21 | | N/A | | | | 79 | | | 76 | | | — | % | | (3) (6) (30) |
| | Common Stock (32 shares) | | N/A | | 09/21 | | N/A | | | | 8 | | | 5 | | | — | % | | (3) (6) (30) |
| | | | | | | | | | 3,335 | | | 3,672 | | | 3,416 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Apus Bidco Limited | | Banking, Finance, Insurance & Real Estate | | First Lien Senior Secured Term Loan | | SONIA + 5.50%, 7.2% Cash | | 02/21 | | 03/28 | | 2,478 | | | 2,778 | | | 2,391 | | | 0.4 | % | | (3) (6) (7) (19) |
| | | | | | | | | 2,478 | | | 2,778 | | | 2,391 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
AQA Acquisition Holding, Inc. | | High Tech Industries | | Second Lien Senior Secured Term Loan | | LIBOR + 7.50%, 12.2% Cash | | 03/21 | | 03/29 | | 21,000 | | | 20,557 | | | 20,097 | | | 3.3 | % | | (6) (7) (9) |
| | | | | | | | | | 21,000 | | | 20,557 | | | 20,097 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Aquavista Watersides 2 LTD | | Transportation Services | | First Lien Senior Secured Term Loan | | SONIA + 6.00%, 8.9% Cash | | 12/21 | | 12/28 | | 1,605 | | | 1,737 | | | 1,575 | | | 0.3 | % | | (3) (6) (7) (19) |
| | First Lien Senior Secured Term Loan | | SONIA + 6.00%, 8.9% Cash | | 12/21 | | 12/24 | | 75 | | | 52 | | | 59 | | | — | % | | (3) (6) (7) (19) |
| | Second Lien Senior Secured Term Loan | | SONIA + 10.5% PIK | | 12/21 | | 12/28 | | 450 | | | 484 | | | 441 | | | 0.1 | % | | (3) (6) (7) (19) |
| | | | | | | | | | 2,130 | | | 2,273 | | | 2,075 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Arc Education | | Consumer Cyclical | | First Lien Senior Secured Term Loan | | EURIBOR + 5.75%, 8.0% Cash | | 07/22 | | 07/29 | | 3,074 | | | 2,793 | | | 2,969 | | | 0.5 | % | | (3) (6) (7) (12) |
| | | | | | | | | | 3,074 | | | 2,793 | | | 2,969 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Archimede | | Consumer Services | | First Lien Senior Secured Term Loan | | EURIBOR + 5.75%, 7.5% Cash | | 10/20 | | 10/27 | | 7,684 | | | 8,525 | | | 7,522 | | | 1.2 | % | | (3) (6) (7) (12) |
| | | | | | | | | | | 7,684 | | | 8,525 | | | 7,522 | | | | | |
Barings Capital Investment Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 2022
(Amounts in thousands, except share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company (5) | | Industry | | Investment Type (1)(2) | | Interest | | Acq. Date | | Maturity Date | | Principal Amount | | Cost | | Fair Value | | % of Net Assets * | | Notes |
Argus Bidco Limited | | High Tech Industries | | First Lien Senior Secured Term Loan | | EURIBOR + 5.75%, 8.0% Cash | | 07/22 | | 07/29 | | $ | 793 | | | $ | 751 | | | $ | 774 | | | 0.1 | % | | (3) (6) (7) (12) |
| | First Lien Senior Secured Term Loan | | SOFR+ 5.75%, 10.3% Cash | | 07/22 | | 07/29 | | 65 | | | 63 | | | 63 | | | — | % | | (3) (6) (7) (15) |
| | First Lien Senior Secured Term Loan | | SONIA + 5.75%, 9.2% Cash | | 07/22 | | 07/29 | | 799 | | | 757 | | | 768 | | | 0.1 | % | | (3) (6) (7) (18) |
| | Subordinated Term Loan | | 10.5% PIK | | 07/22 | | 07/29 | | 250 | | | 240 | | | 244 | | | 0.1 | % | | (3) (6) |
| | Preferred Stock (20,780 shares) | | 10.0% PIK | | 07/22 | | N/A | | | | 26 | | | 25 | | | — | % | | (3) (6) |
| | Equity Loan Notes (20,780 units) | | 10.0% PIK | | 07/22 | | N/A | | | | 26 | | | 25 | | | — | % | | (3) (6) |
| | Common Stock (232 shares) | | N/A | | 07/22 | | N/A | | | | — | | | — | | | — | % | | (3) (6) (30) |
| | | | | | | | | | 1,907 | | | 1,863 | | | 1,899 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
ASC Communications, LLC | | Media & Entertainment | | First Lien Senior Secured Term Loan | | SOFR + 5.00%, 9.3% Cash | | 07/22 | | 07/27 | | 12,846 | | | 12,645 | | | 12,646 | | | 2.1 | % | | (6) (7) (14) |
| | Class A Units (15,545.8 units) | | N/A | | 07/22 | | N/A | | | | 326 | | | 375 | | | 0.1 | % | | (6) (30) |
| | | | | | | | | | 12,846 | | | 12,971 | | | 13,021 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Ascensus, Inc | | Brokerage, Asset Managers & Exchanges | | Second Lien Senior Secured Term Loan | | LIBOR + 6.50%, 10.3% Cash | | 05/21 | | 08/29 | | 7,511 | | | 7,449 | | | 6,522 | | | 1.1 | % | | (7) (9) |
| | | | | | | | | 7,511 | | | 7,449 | | | 6,522 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Astra Bidco Limited | | Healthcare | | First Lien Senior Secured Term Loan | | SONIA + 5.00%, 9.4% Cash | | 11/21 | | 11/28 | | 1,537 | | | 1,648 | | | 1,477 | | | 0.2 | % | | (3) (6) (7) (18) |
| | | | | | | | | | 1,537 | | | 1,648 | | | 1,477 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
ATL II MRO Holdings Inc. | | Transportation | | First Lien Senior Secured Term Loan | | SOFR + 6.00%, 10.4% Cash | | 11/22 | | 11/28 | | 6,250 | | | 6,097 | | | 6,094 | | | 1.0 | % | | (6) (7) (16) |
| | Revolver | | SOFR + 6.00%, 10.4% Cash | | 11/22 | | 11/28 | | — | | | (31) | | | (31) | | | — | % | | (6) (7) (16) |
| | | | | | | | | | 6,250 | | | 6,066 | | | 6,063 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Avance Clinical Bidco Pty Ltd | | Healthcare | | First Lien Senior Secured Term Loan | | BBSY + 4.50%, 7.7% Cash | | 11/21 | | 11/27 | | 1,802 | | | 1,820 | | | 1,730 | | | 0.3 | % | | (3) (6) (7) (22) |
| | | | | | | | | | 1,802 | | | 1,820 | | | 1,730 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
AVSC Holding Corp. | | Advertising | | First Lien Senior Secured Term Loan | | 5.00% Cash, 10.0% PIK | | 11/20 | | 10/26 | | 3,984 | | | 3,921 | | | 4,070 | | | 0.7 | % | | |
| | First Lien Senior Secured Term Loan | | LIBOR + 4.50%, 8.7% Cash, 1.0% PIK | | 08/20 | | 10/26 | | 248 | | | 233 | | | 228 | | | — | % | | (7) (8) |
| | | | | | | | | | 4,232 | | | 4,154 | | | 4,298 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Azalea Buyer, Inc. | | Technology | | First Lien Senior Secured Term Loan | | LIBOR + 5.25%, 10.0% Cash | | 11/21 | | 11/27 | | 3,040 | | | 2,978 | | | 2,993 | | | 0.5 | % | | (6) (7) (9) |
| | Revolver | | LIBOR + 5.25%, 10.0% Cash | | 11/21 | | 11/27 | | — | | | (5) | | | (4) | | | — | % | | (6) (7) (9) |
| | Subordinated Term Loan | | 12.0% PIK | | 11/21 | | 05/28 | | 954 | | | 940 | | | 935 | | | 0.2 | % | | (6) |
| | Common Stock (128,205.1 shares) | | N/A | | 11/21 | | N/A | | | | 128 | | | 122 | | | — | % | | (6) (30) |
| | | | | | | | | | 3,994 | | | 4,041 | | | 4,046 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Bariacum S.A. | | Consumer Products | | First Lien Senior Secured Term Loan | | EURIBOR + 5.50%, 6.7% Cash | | 11/21 | | 11/28 | | 1,814 | | | 1,867 | | | 1,772 | | | 0.3 | % | | (3) (6) (7) (13) |
| | | | | | | | | | 1,814 | | | 1,867 | | | 1,772 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Beyond Risk Management, Inc. | | Other Financial | | First Lien Senior Secured Term Loan | | LIBOR + 4.50%, 8.9% Cash | | 10/21 | | 10/27 | | 2,551 | | | 2,499 | | | 2,493 | | | 0.4 | % | | (6) (7) (8) |
| | | | | | | | | | 2,551 | | | 2,499 | | | 2,493 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Bidwax | | Non-durable Consumer Goods | | First Lien Senior Secured Term Loan | | EURIBOR + 6.50%, 8.6% Cash | | 02/21 | | 02/28 | | 2,241 | | | 2,425 | | | 2,176 | | | 0.4 | % | | (3) (6) (7) (13) |
| | | | | | | | | | 2,241 | | | 2,425 | | | 2,176 | | | | | |
Barings Capital Investment Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 2022
(Amounts in thousands, except share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company (5) | | Industry | | Investment Type (1)(2) | | Interest | | Acq. Date | | Maturity Date | | Principal Amount | | Cost | | Fair Value | | % of Net Assets * | | Notes |
BigHand UK Bidco Limited | | High Tech Industries | | First Lien Senior Secured Term Loan | | SOFR + 5.50%, 9.8% Cash | | 01/21 | | 01/28 | | $ | 846 | | | $ | 826 | | | $ | 830 | | | 0.1 | % | | (3) (6) (7) (15) |
| | First Lien Senior Secured Term Loan | | SONIA + 5.50%, 9.0% Cash | | 01/21 | | 01/28 | | 195 | | | 216 | | | 191 | | | — | % | | (3) (6) (7) (18) |
| | | | | | | | | | 1,041 | | | 1,042 | | | 1,021 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Biolam Group | | Consumer Non-cyclical | | First Lien Senior Secured Term Loan | | EURIBOR + 6.25%, 8.2% Cash | | 12/22 | | 11/29 | | 2,105 | | | 1,971 | | | 1,959 | | | 0.3 | % | | (3) (6) (7) (12) |
| | | | | | | | | | 2,105 | | | 1,971 | | | 1,959 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Blue Ribbon, LLC | | Brewers | | First Lien Senior Secured Term Loan | | LIBOR + 6.00%, 10.1% Cash | | 05/21 | | 05/28 | | 12,228 | | | 11,981 | | | 9,064 | | | 1.5 | % | | (7) (8) |
| | | | | | | | | | 12,228 | | | 11,981 | | | 9,064 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Bounteous, Inc. | | Technology | | First Lien Senior Secured Term Loan | | LIBOR + 5.25%, 10.0% Cash | | 08/21 | | 08/27 | | 6,037 | | | 5,899 | | | 5,613 | | | 0.9 | % | | (6) (7) (8) |
| | | | | | | | | | 6,037 | | | 5,899 | | | 5,613 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Bridger Aerospace Group Holdings, LLC | | Environmental Industries | | Municipal Revenue Bond | | 11.5% Cash | | 07/22 | | 09/27 | | 13,600 | | | 13,600 | | | 14,150 | | | 2.4 | % | | |
| | Preferred Stock- Series C (7,309 shares) | | 7.0% PIK | | 07/22 | | N/A | | | | 7,230 | | | 7,365 | | | 1.2 | % | | (6) |
| | | | | | | | | | 13,600 | | | 20,830 | | | 21,515 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Brightline Trains Florida LLC | | Transportation | | Senior Secured Note | | 8.0% Cash | | 08/21 | | 01/28 | | 2,000 | | | 2,000 | | | 1,740 | | | 0.3 | % | | (6) |
| | | | | | | | | | 2,000 | | | 2,000 | | | 1,740 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Brightpay Limited | | Technology | | First Lien Senior Secured Term Loan | | EURIBOR + 5.00%, 6.5% Cash | | 10/21 | | 10/28 | | 2,241 | | | 2,308 | | | 2,190 | | | 0.4 | % | | (3) (6) (7) (12) |
| | | | | | | | | | 2,241 | | | 2,308 | | | 2,190 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
BrightSign LLC | | Media & Entertainment | | First Lien Senior Secured Term Loan | | LIBOR + 5.75%, 10.5% Cash | | 10/21 | | 10/27 | | 3,843 | | | 3,811 | | | 3,807 | | | 0.6 | % | | (6) (7) (9) |
| | Revolver | | LIBOR + 5.75%, 10.5% Cash | | 10/21 | | 10/27 | | — | | | (6) | | | (7) | | | — | % | | (6) (7) (9) |
| | LLC units (596,181.5 units) | | N/A | | 10/21 | | N/A | | | | 596 | | | 620 | | | 0.1 | % | | (6) (30) |
| | | | | | | | | | 3,843 | | | 4,401 | | | 4,420 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
British Airways 2020-1 Class B Pass Through Trust | | Airlines | | Structured Secured Note - Class B | | 8.4% Cash | | 11/20 | | 11/28 | | 703 | | | 703 | | | 692 | | | 0.1 | % | | |
| | | | | | | | | | 703 | | | 703 | | | 692 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
British Engineering Services Holdco Limited | | Commercial Services & Supplies | | First Lien Senior Secured Term Loan | | SONIA + 7.00%, 9.3% Cash | | 12/20 | | 12/27 | | 2,168 | | | 2,375 | | | 2,115 | | | 0.3 | % | | (3) (6) (7) (18) |
| | | | | | | | | | 2,168 | | | 2,375 | | | 2,115 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Burgess Point Purchaser Corporation | | Auto Parts & Equipment | | Second Lien Senior Secured Term Loan | | SOFR + 9.00%, 13.3% Cash | | 07/22 | | 07/30 | | 2,273 | | | 2,185 | | | 2,195 | | | 0.4 | % | | (6) (7) (14) |
| | LP Units (227 units) | | N/A | | 07/22 | | N/A | | | | 227 | | | 222 | | | — | % | | (6) (30) |
| | | | | | | | | | 2,273 | | | 2,412 | | | 2,417 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
BVI Medical, Inc. | | Healthcare | | Second Lien Senior Secured Term Loan | | EURIBOR + 9.50%, 11.6% Cash | | 06/22 | | 06/26 | | 5,985 | | | 5,684 | | | 5,740 | | | 1.0 | % | | (6) (7) (12) |
| | | | | | | | | | 5,985 | | | 5,684 | | | 5,740 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
CAi Software, LLC | | Technology | | First Lien Senior Secured Term Loan | | LIBOR + 6.25%, 11.0% Cash | | 12/21 | | 12/28 | | 3,757 | | | 3,691 | | | 3,659 | | | 0.6 | % | | (6) (7) (9) |
| | First Lien Senior Secured Term Loan | | LIBOR + 6.25%, 10.2% Cash | | 07/22 | | 12/28 | | 1,033 | | | 1,014 | | | 1,006 | | | 0.2 | % | | (6) (7) (9) |
| | Revolver | | LIBOR + 6.25%, 11.0% Cash | | 12/21 | | 12/28 | | — | | | (12) | | | (18) | | | — | % | | (6) (7) (9) |
| | | | | | | | | | 4,790 | | | 4,693 | | | 4,647 | | | | | |
Barings Capital Investment Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 2022
(Amounts in thousands, except share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company (5) | | Industry | | Investment Type (1)(2) | | Interest | | Acq. Date | | Maturity Date | | Principal Amount | | Cost | | Fair Value | | % of Net Assets * | | Notes |
Canadian Orthodontic Partners Corp. | | Healthcare | | First Lien Senior Secured Term Loan | | CDOR + 7.00%, 11.9% Cash | | 06/21 | | 03/26 | | $ | 1,495 | | | $ | 1,655 | | | $ | 1,410 | | | 0.2 | % | | (3) (6) (7) (24) |
| | Class A Equity (500,000 units) | | N/A | | 05/22 | | N/A | | | | 389 | | | 292 | | | — | % | | (3) (6) (30) |
| | Class C - Warrants (74,712.64 units) | | N/A | | 05/22 | | N/A | | | | — | | | — | | | — | % | | (3) (6) (30) |
| | | | | | | | | | 1,495 | | | 2,044 | | | 1,702 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Caribou Holding Company, LLC | | Technology | | First Lien Senior Secured Term Loan | | SOFR + 7.64%, 12.5% Cash | | 04/22 | | 04/27 | | 2,159 | | | 2,130 | | | 2,134 | | | 0.3 | % | | (3) (6) (7) (15) |
| | LLC Units (340,909 units) | | N/A | | 04/22 | | N/A | | | | 341 | | | 314 | | | 0.1 | % | | (3) (6) (30) |
| | | | | | | | | | 2,159 | | | 2,471 | | | 2,448 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Carlson Travel, Inc. | | Business Travel Management | | First Lien Senior Secured Bond | | 8.5% Cash | | 11/21 | | 11/26 | | 2,898 | | | 2,696 | | | 2,449 | | | 0.4 | % | | |
| | Common Stock (124,051 shares) | | N/A | | 11/21 | | N/A | | | | 2,345 | | | 757 | | | 0.1 | % | | (30) |
| | | | | | | | | | 2,898 | | | 5,041 | | | 3,206 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Ceres Pharma NV | | Pharmaceuticals | | First Lien Senior Secured Term Loan | | EURIBOR + 5.50%, 7.1% Cash | | 10/21 | | 10/28 | | 3,843 | | | 3,814 | | | 3,621 | | | 0.6 | % | | (3) (6) (7) (12) |
| | | | | | | | | | 3,843 | | | 3,814 | | | 3,621 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
CGI Parent, LLC | | Business Equipment & Services | | First Lien Senior Secured Term Loan | | LIBOR + 4.50%, 8.8% Cash | | 02/22 | | 02/28 | | 10,698 | | | 10,510 | | | 10,377 | | | 1.7 | % | | (6) (7) (8) |
| | First Lien Senior Secured Term Loan | | SOFR + 4.75%, 9.3% Cash | | 12/22 | | 02/28 | | 1,599 | | | 1,551 | | | 1,551 | | | 0.3 | % | | (6) (7) (15) |
| | Revolver | | LIBOR + 4.50%, 8.8% Cash | | 02/22 | | 02/28 | | — | | | (29) | | | (49) | | | — | % | | (6) (7) (8) |
| | Preferred Stock (551 shares) | | N/A | | 02/22 | | N/A | | | | 551 | | | 1,028 | | | 0.2 | % | | (6) (30) |
| | | | | | | | | | 12,297 | | | 12,583 | | | 12,907 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Cineworld Group PLC | | Leisure Products | | Warrants (371,024 units) | | N/A | | 07/22 | | N/A | | | | 68 | | | — | | | — | % | | (3) (6) (30) |
| | | | | | | | | | | | 68 | | | — | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Coastal Marina Holdings, LLC | | Other Financial | | Subordinated Term Loan | | 8.0% Cash | | 11/21 | | 11/31 | | 8,310 | | | 7,754 | | | 7,764 | | | 1.3 | % | | (6) |
| | Subordinated Term Loan | | 10.0% PIK | | 11/21 | | 11/31 | | 3,230 | | | 3,027 | | | 3,018 | | | 0.5 | % | | (6) |
| | LLC Units (1,018,869 units) | | N/A | | 11/21 | | N/A | | | | 4,547 | | | 5,364 | | | 0.9 | % | | (6) (30) |
| | | | | | | | | | 11,540 | | | 15,328 | | | 16,146 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Cobham Slip Rings SAS | | Diversified Manufacturing | | First Lien Senior Secured Term Loan | | LIBOR + 6.25%, 11.0% Cash | | 11/21 | | 11/28 | | 1,995 | | | 1,953 | | | 1,943 | | | 0.3 | % | | (3) (6) (7) (9) |
| | | | | | | | | | 1,995 | | | 1,953 | | | 1,943 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Compass Precision, LLC | | Aerospace & Defense | | Senior Subordinated Term Loan | | 11.0% Cash, 1.0% PIK | | 04/22 | | 04/28 | | 378 | | | 371 | | | 369 | | | 0.1 | % | | (6) |
| | LLC Units (46,085.6 units) | | N/A | | 04/22 | | N/A | | | | 125 | | | 159 | | | — | % | | (6) (30) |
| | | | | | | | | | 378 | | | 496 | | | 528 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Comply365, LLC | | Technology | | First Lien Senior Secured Term Loan | | SOFR + 5.75%, 10.6% Cash | | 04/22 | | 04/28 | | 6,892 | | | 6,768 | | | 6,787 | | | 1.1 | % | | (6) (7) (16) |
| | Revolver | | SOFR + 5.75%, 10.6% Cash | | 04/22 | | 04/28 | | 83 | | | 73 | | | 75 | | | — | % | | (6) (7) (16) |
| | | | | | | | | | 6,975 | | | 6,841 | | | 6,862 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Contabo Finco S.À.R.L. | | Internet Software & Services | | First Lien Senior Secured Term Loan | | EURIBOR + 6.00%, 7.6% Cash | | 10/22 | | 10/29 | | 994 | | | 905 | | | 969 | | | 0.2 | % | | (3) (6) (7) (12) |
| | | | | | | | | | 994 | | | 905 | | | 969 | | | | | |
Barings Capital Investment Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 2022
(Amounts in thousands, except share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company (5) | | Industry | | Investment Type (1)(2) | | Interest | | Acq. Date | | Maturity Date | | Principal Amount | | Cost | | Fair Value | | % of Net Assets * | | Notes |
Core Scientific, Inc. | | Technology | | First Lien Senior Secured Term Loan | | 13.0% Cash | | 03/22 | | 03/25 | | $ | 17,399 | | | $ | 17,383 | | | $ | 6,525 | | | 1.1 | % | | (6) (29) |
| | Common Stock (53,700 shares) | | N/A | | 09/22 | | N/A | | | | 174 | | | 4 | | | — | % | | (30) |
| | | | | | | | | | 17,399 | | | 17,557 | | | 6,529 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Coyo Uprising GmbH | | Technology | | First Lien Senior Secured Term Loan | | EURIBOR + 3.25%, 3.3% Cash, 3.5% PIK | | 09/21 | | 09/28 | | 9,845 | | | 10,490 | | | 9,545 | | | 1.6 | % | | (3) (6) (7) (13) |
| | Class A Units (531 units) | | N/A | | 09/21 | | N/A | | | | 248 | | | 237 | | | — | % | | (3) (6) (30) |
| | Class B Units (231 units) | | N/A | | 09/21 | | N/A | | | | 538 | | | 601 | | | 0.1 | % | | (3) (6) (30) |
| | | | | | | | | | 9,845 | | | 11,276 | | | 10,383 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
CSL DualCom | | Tele-communications | | First Lien Senior Secured Term Loan | | SONIA + 5.25%, 8.7% Cash | | 09/20 | | 09/27 | | 2,005 | | | 1,953 | | | 1,989 | | | 0.3 | % | | (3) (6) (7) (17) |
| | | | | | | | | | 2,005 | | | 1,953 | | | 1,989 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
CVL 3 | | Capital Equipment | | First Lien Senior Secured Term Loan | | EURIBOR + 5.50%, 7.6% Cash | | 12/21 | | 12/28 | | 5,550 | | | 5,741 | | | 5,450 | | | 0.9 | % | | (3) (6) (7) (12) |
| | First Lien Senior Secured Term Loan | | SOFR + 5.50%, 10.2% Cash | | 12/21 | | 12/28 | | 3,382 | | | 3,308 | | | 3,322 | | | 0.6 | % | | (3) (6) (7) (15) |
| | | | | | | | | | 8,932 | | | 9,049 | | | 8,772 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
CW Group Holdings, LLC | | High Tech Industries | | First Lien Senior Secured Term Loan | | LIBOR + 6.00%, 10.4% Cash | | 01/21 | | 01/27 | | 7,961 | | | 7,832 | | | 7,897 | | | 1.3 | % | | (6) (7) (8) |
| | LLC Units (403,441 units) | | N/A | | 01/21 | | N/A | | | | 403 | | | 510 | | | 0.1 | % | | (6) (30) |
| | | | | | | | | | 7,961 | | | 8,235 | | | 8,407 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
DataServ Integrations, LLC | | Technology | | First Lien Senior Secured Term Loan | | SOFR + 6.00%, 10.3% Cash | | 11/22 | | 11/28 | | 1,918 | | | 1,876 | | | 1,875 | | | 0.3 | % | | (6) (7) (15) |
| | Revolver | | SOFR + 6.00%, 10.3% Cash | | 11/22 | | 11/28 | | — | | | (10) | | | (11) | | | — | % | | (6) (7) (15) |
| | Partnership Units (96,153.9 units) | | N/A | | 11/22 | | N/A | | | | 96 | | | 96 | | | — | % | | (6) (30) |
| | | | | | | | | | 1,918 | | | 1,962 | | | 1,960 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
DecksDirect, LLC | | Building Materials | | First Lien Senior Secured Term Loan | | LIBOR + 6.00%, 10.4% Cash | | 12/21 | | 12/26 | | 700 | | | 688 | | | 690 | | | 0.1 | % | | (6) (7) (8) |
| | Revolver | | LIBOR + 6.00%, 10.4% Cash | | 12/21 | | 12/26 | | — | | | (3) | | | (3) | | | — | % | | (6) (7) (8) |
| | Common Stock (1,280.8 shares) | | N/A | | 12/21 | | N/A | | | | 54 | | | 49 | | | — | % | | (6) (30) |
| | | | | | | | | | 700 | | | 739 | | | 736 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
DISA Holdings Corp. | | Other Industrial | | First Lien Senior Secured Term Loan | | SOFR + 5.50%, 9.8% Cash | | 11/22 | | 09/28 | | 3,802 | | | 3,664 | | | 3,661 | | | 0.6 | % | | (6) (7) (14) |
| | Revolver | | SOFR + 5.50%, 9.8% Cash | | 11/22 | | 09/28 | | 9 | | | — | | | — | | | — | % | | (6) (7) (14) |
| | | | | | | | | | 3,811 | | | 3,664 | | | 3,661 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Dragon Bidco | | Technology | | First Lien Senior Secured Term Loan | | EURIBOR + 6.75%, 8.9% Cash | | 04/21 | | 04/28 | | 3,735 | | | 3,721 | | | 3,667 | | | 0.6 | % | | (3) (6) (7) (13) |
| | First Lien Senior Secured Term Loan | | EURIBOR + 6.50%, 8.1% Cash | | 04/21 | | 04/28 | | 2,882 | | | 3,181 | | | 2,829 | | | 0.5 | % | | (3) (6) (7) (12) |
| | | | | | | | | | 6,617 | | | 6,902 | | | 6,496 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Dune Group | | Health Care Equipment | | First Lien Senior Secured Term Loan | | LIBOR + 5.75%, 10.5% Cash | | 09/21 | | 09/28 | | 3,177 | | | 3,130 | | | 3,123 | | | 0.5 | % | | (3) (6) (7) (9) |
| | First Lien Senior Secured Term Loan | | EURIBOR + 5.75%, 8.0% Cash | | 09/21 | | 09/28 | | 194 | | | 177 | | | 174 | | | — | % | | (3) (6) (7) (12) |
| | | | | | | | | | 3,371 | | | 3,307 | | | 3,297 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Dunlipharder B.V. | | Technology | | First Lien Senior Secured Term Loan | | SOFR + 6.50%, 10.7% Cash | | 06/22 | | 06/28 | | 1,000 | | | 986 | | | 988 | | | 0.2 | % | | (3) (6) (7) (15) |
| | | | | | | | | | 1,000 | | | 986 | | | 988 | | | | | |
Barings Capital Investment Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 2022
(Amounts in thousands, except share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company (5) | | Industry | | Investment Type (1)(2) | | Interest | | Acq. Date | | Maturity Date | | Principal Amount | | Cost | | Fair Value | | % of Net Assets * | | Notes |
Dwyer Instruments, Inc. | | Electric | | First Lien Senior Secured Term Loan | | LIBOR + 6.00%, 10.7% Cash | | 07/21 | | 07/27 | | $ | 13,630 | | | $ | 13,374 | | | $ | 13,372 | | | 2.2 | % | | (6) (7) (9) |
| | | | | | | | | | 13,630 | | | 13,374 | | | 13,372 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Echo Global Logistics, Inc. | | Air Transportation | | Second Lien Senior Secured Term Loan | | LIBOR + 7.00%, 11.7% Cash | | 11/21 | | 11/29 | | 7,605 | | | 7,485 | | | 7,308 | | | 1.2 | % | | (6) (7) (9) |
| | Partnership Equity (289.2 units) | | N/A | | 11/21 | | N/A | | | | 289 | | | 508 | | | 0.1 | % | | (6) (30) |
| | | | | | | | | | 7,605 | | | 7,774 | | | 7,816 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Ellkay, LLC | | Healthcare & Pharmaceuticals | | First Lien Senior Secured Term Loan | | LIBOR + 6.25%, 11.0% Cash | | 09/21 | | 09/27 | | 3,733 | | | 3,672 | | | 3,691 | | | 0.6 | % | | (6) (7) (9) |
| | | | | | | | | | 3,733 | | | 3,672 | | | 3,691 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
EMI Porta Holdco LLC | | Diversified Manufacturing | | First Lien Senior Secured Term Loan | | LIBOR + 5.75%, 10.5% Cash | | 12/21 | | 12/27 | | 8,111 | | | 7,913 | | | 7,773 | | | 1.3 | % | | (6) (7) (9) |
| | Revolver | | LIBOR + 5.75%, 10.5% Cash | | 12/21 | | 12/27 | | 641 | | | 620 | | | 604 | | | 0.1 | % | | (6) (7) (9) |
| | | | | | | | | | 8,752 | | | 8,533 | | | 8,377 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Entact Environmental Services, Inc. | | Environmental Industries | | First Lien Senior Secured Term Loan | | LIBOR + 5.75%, 11.7% Cash | | 02/21 | | 12/25 | | 3,932 | | | 3,906 | | | 3,919 | | | 0.6 | % | | (6) (7) (9) |
| | | | | | | | | | 3,932 | | | 3,906 | | | 3,919 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
EPS NASS Parent, Inc. | | Electrical Components & Equipment | | First Lien Senior Secured Term Loan | | LIBOR + 5.75%, 10.5% Cash | | 04/21 | | 04/28 | | 4,434 | | | 4,360 | | | 4,394 | | | 0.7 | % | | (6) (7) (9) |
| | | | | | | | | | 4,434 | | | 4,360 | | | 4,394 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
eShipping, LLC | | Transportation Services | | First Lien Senior Secured Term Loan | | LIBOR + 5.00%, 9.4% Cash | | 11/21 | | 11/27 | | 7,060 | | | 6,910 | | | 7,006 | | | 1.2 | % | | (6) (7) (8) |
| | Revolver | | LIBOR + 5.00%, 9.4% Cash | | 11/21 | | 11/27 | | — | | | (18) | | | (7) | | | — | % | | (6) (7) (8) |
| | | | | | | | | | 7,060 | | | 6,892 | | | 6,999 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Eurofins Digital Testing International LUX Holding SARL | | Technology | | First Lien Senior Secured Term Loan | | EURIBOR + 6.75%, 8.9% Cash | | 12/22 | | 12/29 | | 987 | | | 892 | | | 901 | | | 0.1 | % | | (3) (6) (7) (12) |
| | First Lien Senior Secured Term Loan | | SOFR + 6.75%, 11.5% Cash | | 12/22 | | 12/29 | | 511 | | | 497 | | | 497 | | | 0.1 | % | | (3) (6) (7) (15) |
| | First Lien Senior Secured Term Loan | | SONIA + 6.75%, 10.0% Cash | | 12/22 | | 12/29 | | 1,447 | | | 1,439 | | | 1,407 | | | 0.2 | % | | (3) (6) (7) (18) |
| | Second Lien Senior Secured Term Loan | | 11.5% PIK | | 12/22 | | 12/30 | | 352 | | | 338 | | | 342 | | | 0.1 | % | | (3) (6) |
| | | | | | | | | | 3,297 | | | 3,166 | | | 3,147 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Events Software BidCo Pty Ltd | | Technology | | First Lien Senior Secured Term Loan | | BBSY + 6.00%, 9.3% Cash | | 03/22 | | 03/28 | | 1,737 | | | 1,853 | | | 1,573 | | | 0.3 | % | | (3) (6) (7) (21) |
| | | | | | | | | | 1,737 | | | 1,853 | | | 1,573 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Express Wash Acquisition Company, LLC | | Consumer Cyclical | | First Lien Senior Secured Term Loan | | SOFR + 6.50%, 10.3% Cash | | 07/22 | | 07/28 | | 4,818 | | | 4,728 | | | 4,737 | | | 0.8 | % | | (6) (7) (14) |
| | Revolver | | SOFR + 6.50%, 10.3% Cash | | 07/22 | | 07/28 | | 94 | | | 91 | | | 91 | | | — | % | | (6) (7) (14) |
| | | | | | | | | | 4,912 | | | 4,819 | | | 4,828 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Ferrellgas L.P. | | Oil & Gas Equipment & Services | | Opco Preferred Units (2,886 units) | | N/A | | 03/21 | | N/A | | | | 2,799 | | | 2,742 | | | 0.5 | % | | (6) |
| | | | | | | | | | | | 2,799 | | | 2,742 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Fineline Technologies, Inc. | | Consumer Services | | First Lien Senior Secured Term Loan | | LIBOR + 4.75%, 9.5% Cash | | 02/21 | | 02/28 | | 1,727 | | | 1,702 | | | 1,698 | | | 0.3 | % | | (6) (7) (9) |
| | | | | | | | | | 1,727 | | | 1,702 | | | 1,698 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Finexvet | | Consumer Cyclical | | First Lien Senior Secured Term Loan | | EURIBOR + 6.25%, 8.1% Cash | | 03/22 | | 03/29 | | 2,401 | | | 2,387 | | | 2,329 | | | 0.4 | % | | (3) (6) (7) (13) |
| | | | | | | | | | 2,401 | | | 2,387 | | | 2,329 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
FinThrive Software Intermediate Holdings Inc. | | Business Equipment & Services | | Preferred Stock (3,188.5 shares) | | 11.0% PIK | | 03/22 | | N/A | | | | 3,823 | | | 2,947 | | | 0.6 | % | | (6) |
| | | | | | | | | | | | 3,823 | | | 2,947 | | | | | |
Barings Capital Investment Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 2022
(Amounts in thousands, except share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company (5) | | Industry | | Investment Type (1)(2) | | Interest | | Acq. Date | | Maturity Date | | Principal Amount | | Cost | | Fair Value | | % of Net Assets * | | Notes |
FitzMark Buyer, LLC | | Cargo & Transportation | | First Lien Senior Secured Term Loan | | LIBOR + 4.50%, 8.9% Cash | | 12/20 | | 12/26 | | $ | 2,458 | | | $ | 2,424 | | | $ | 2,424 | | | 0.4 | % | | (6) (7) (9) |
| | | | | | | | | | 2,458 | | | 2,424 | | | 2,424 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Five Star Holding LLC | | Packaging | | Second Lien Senior Secured Term Loan | | SOFR + 7.25%, 12.0% Cash | | 05/22 | | 05/30 | | 7,143 | | | 7,009 | | | 6,936 | | | 1.1 | % | | (6) (7) (15) |
| | LLC Units (504.5 units) | | N/A | | 05/22 | | N/A | | | | 504 | | | 502 | | | 0.1 | % | | (6) (30) |
| | | | | | | | | | 7,143 | | | 7,513 | | | 7,438 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Flexential Issuer, LLC | | Information Technology | | Structured Secured Note - Class C | | 6.9% Cash | | 11/21 | | 11/51 | | 10,000 | | | 9,274 | | | 8,642 | | | 1.4 | % | | |
| | | | | | | | | | 10,000 | | | 9,274 | | | 8,642 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Flywheel Re Segregated Portfolio 2022-4 | | Investment Funds | | Preferred Stock (1,281,099 units) | | N/A | | 08/22 | | N/A | | | | 1,281 | | | 1,288 | | | 0.2 | % | | (3) (6) (30) |
| | | | | | | | | | | | 1,281 | | | 1,288 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Footco 40 Limited | | Media & Entertainment | | First Lien Senior Secured Term Loan | | SONIA + 5.75%, 9.2% Cash | | 04/22 | | 04/29 | | 1,489 | | | 1,559 | | | 1,437 | | | 0.2 | % | | (3) (6) (7) (18) |
| | | | | | | | | | 1,489 | | | 1,559 | | | 1,437 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Fortis Payment Systems, LLC | | Other Financial | | First Lien Senior Secured Term Loan | | SOFR + 5.25%, 9.9% Cash | | 10/22 | | 02/26 | | 1,575 | | | 1,516 | | | 1,513 | | | 0.3 | % | | (6) (7) (14) |
| | | | | | | | | | 1,575 | | | 1,516 | | | 1,513 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
FragilePak LLC | | Transportation Services | | First Lien Senior Secured Term Loan | | LIBOR + 5.75%, 10.5% Cash | | 05/21 | | 05/27 | | 7,444 | | | 7,209 | | | 7,444 | | | 1.2 | % | | (6) (7) (9) |
| | Partnership Units (889.3 units) | | N/A | | 05/21 | | N/A | | | | 889 | | | 1,119 | | | 0.2 | % | | (6) (30) |
| | | | | | | | | | 7,444 | | | 8,098 | | | 8,563 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Front Line Power Construction LLC | | Construction Machinery | | First Lien Senior Secured Term Loan | | LIBOR + 12.50%, 17.2% Cash | | 11/21 | | 11/28 | | 765 | | | 716 | | | 852 | | | 0.1 | % | | (6) (7) (9) |
| | Common Stock (33,601 shares) | | N/A | | 11/21 | | N/A | | | | 56 | | | 28 | | | — | % | | (30) |
| | | | | | | | | | 765 | | | 772 | | | 880 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
FSS Buyer LLC | | Technology | | First Lien Senior Secured Term Loan | | LIBOR + 5.75%, 10.1% Cash | | 08/21 | | 08/28 | | 14,702 | | | 14,456 | | | 14,539 | | | 2.4 | % | | (6) (7) (8) |
| | LP Interest (1,973.6 units) | | N/A | | 08/21 | | N/A | | | | 20 | | | 29 | | | — | % | | (6) (30) |
| | LP Units (8,677.3 units) | | N/A | | 08/21 | | N/A | | | | 87 | | | 127 | | | — | % | | (6) (30) |
| | | | | | | | | | 14,702 | | | 14,563 | | | 14,695 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
GB Eagle Buyer, Inc. | | Capital Goods | | First Lien Senior Secured Term Loan | | SOFR + 6.50%, 10.5% Cash | | 12/22 | | 11/28 | | 12,581 | | | 12,207 | | | 12,203 | | | 2.0 | % | | (6) (7) (15) |
| | Revolver | | SOFR + 6.50%, 10.5% Cash | | 12/22 | | 11/28 | | — | | | (57) | | | (58) | | | — | % | | (6) (7) (15) |
| | Partnership Units (515 units) | | N/A | | 12/22 | | N/A | | | | 515 | | | 515 | | | 0.1 | % | | (6) (30) |
| | | | | | | | | | 12,581 | | | 12,665 | | | 12,660 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Global Academic Group Limited | | Industrial Other | | First Lien Senior Secured Term Loan | | BBSY + 6.00%, 9.1% Cash | | 07/22 | | 07/27 | | 1,668 | | | 1,668 | | | 1,625 | | | 0.3 | % | | (3) (6) (7) (21) |
| | First Lien Senior Secured Term Loan | | BKBM + 6.00%, 9.1% Cash | | 07/22 | | 07/27 | | 2,910 | | | 2,801 | | | 2,828 | | | 0.5 | % | | (3) (6) (7) (25) |
| | | | | | | | | | 4,578 | | | 4,469 | | | 4,453 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
GPNZ II GmbH | | Healthcare | | First Lien Senior Secured Term Loan | | EURIBOR + 5.50%, 7.4% Cash | | 06/22 | | 06/29 | | 458 | | | 429 | | | 375 | | | 0.1 | % | | (3) (6) (7) (11) |
| | | | | | | | | | 458 | | | 429 | | | 375 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Greenhill II BV | | Technology | | First Lien Senior Secured Term Loan | | EURIBOR + 5.75%, 7.1% Cash | | 07/22 | | 07/29 | | 739 | | | 672 | | | 716 | | | 0.1 | % | | (3) (6) (7) (12) |
| | | | | | | | | | 739 | | | 672 | | | 716 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Groupe Product Life | | Consumer Non-cyclical | | First Lien Senior Secured Term Loan | | EURIBOR + 6.25%, 8.5% Cash | | 10/22 | | 10/29 | | 625 | | | 553 | | | 598 | | | 0.1 | % | | (3) (6) (7) (12) |
| | | | | | | | | | 625 | | | 553 | | | 598 | | | | | |
Barings Capital Investment Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 2022
(Amounts in thousands, except share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company (5) | | Industry | | Investment Type (1)(2) | | Interest | | Acq. Date | | Maturity Date | | Principal Amount | | Cost | | Fair Value | | % of Net Assets * | | Notes |
Gusto Aus BidCo Pty Ltd | | Consumer Non-cyclical | | First Lien Senior Secured Term Loan | | BBSY + 6.50%, 10.2% Cash | | 10/22 | | 10/28 | | $ | 2,208 | | | $ | 2,016 | | | $ | 2,135 | | | 0.4 | % | | (3) (6) (7) (22) |
| | | | | | | | | | 2,208 | | | 2,016 | | | 2,135 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
HeartHealth Bidco Pty Ltd | | Healthcare | | First Lien Senior Secured Term Loan | | BBSY + 5.25%, 8.6% Cash | | 09/22 | | 09/28 | | 626 | | | 569 | | | 598 | | | 0.1 | % | | (3) (6) (7) (21) |
| | | | | | | | | | 626 | | | 569 | | | 598 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Heartland Veterinary Partners, LLC | | Healthcare | | Subordinated Term Loan | | 11.0% PIK | | 11/21 | | 11/23 | | 425 | | | 419 | | | 412 | | | 0.1 | % | | (6)* |
| | Subordinated Term Loan | | 11.0% PIK | | 11/21 | | 12/28 | | 3,370 | | | 3,302 | | | 3,282 | | | 0.5 | % | | (6)* |
| | | | | | | | | | 3,795 | | | 3,721 | | | 3,694 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
HEKA Invest | | Technology | | First Lien Senior Secured Term Loan | | EURIBOR + 6.50%, 8.7% Cash | | 10/22 | | 10/29 | | 4,999 | | | 4,461 | | | 4,846 | | | 0.8 | % | | (3) (6) (7) (12) |
| | | | | | | | | | 4,999 | | | 4,461 | | | 4,846 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Hoffmaster Group Inc. | | Packaging | | First Lien Senior Secured Term Loan | | LIBOR + 4.00%, 8.7% Cash | | 07/20 | | 11/23 | | 2,488 | | | 2,364 | | | 2,241 | | | 0.4 | % | | (7) (9) |
| | | | | | | | | | 2,488 | | | 2,364 | | | 2,241 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Home Care Assistance, LLC | | Healthcare & Pharmaceuticals | | First Lien Senior Secured Term Loan | | SOFR + 5.00%, 9.4% Cash | | 03/21 | | 03/27 | | 4,502 | | | 4,435 | | | 4,299 | | | 0.7 | % | | (6) (7) (14) |
| | | | | | | | | | 4,502 | | | 4,435 | | | 4,299 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Honour Lane Logistics Holdings Limited | | Transportation Services | | First Lien Senior Secured Term Loan | | SOFR + 5.25%, 9.5% Cash | | 04/22 | | 11/28 | | 8,500 | | | 8,268 | | | 8,302 | | | 1.4 | % | | (3) (6) (7) (16) |
| | | | | | | | | | 8,500 | | | 8,268 | | | 8,302 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
HTI Technology & Industries | | Electronic Component Manufacturing | | First Lien Senior Secured Term Loan | | SOFR + 8.50%, 11.7% Cash | | 07/22 | | 07/25 | | 5,769 | | | 5,680 | | | 5,682 | | | 0.9 | % | | (6) (7) (15) |
| | Revolver | | SOFR + 8.50%, 11.7% Cash | | 07/22 | | 07/25 | | — | | | (9) | | | (9) | | | — | % | | (6) (7) (15) |
| | | | | | | | | | 5,769 | | | 5,671 | | | 5,673 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Hygie 31 Holding | | Pharmaceuticals | | First Lien Senior Secured Term Loan | | EURIBOR + 6.25%, 8.4% Cash | | 09/22 | | 09/29 | | 320 | | | 281 | | | 312 | | | 0.1 | % | | (3) (6) (7) (12) |
| | | | | | | | | | 320 | | | 281 | | | 312 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
IM Square | | Banking, Finance, Insurance & Real Estate | | First Lien Senior Secured Term Loan | | EURIBOR + 5.25%, 7.5% Cash | | 05/21 | | 04/28 | | 3,415 | | | 3,755 | | | 3,306 | | | 0.5 | % | | (3) (6) (7) (12) |
| | | | | | | | | | 3,415 | | | 3,755 | | | 3,306 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Infoblox, Inc. | | Technology | | Second Lien Senior Secured Term Loan | | LIBOR + 7.25%, 11.7% Cash | | 09/20 | | 12/28 | | 2,843 | | | 2,831 | | | 2,214 | | | 0.4 | % | | (7) (9) |
| | | | | | | | | | 2,843 | | | 2,831 | | | 2,214 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Infoniqa Holdings GmbH | | Technology | | First Lien Senior Secured Term Loan | | EURIBOR + 5.25%, 6.2% Cash | | 11/21 | | 11/28 | | 2,595 | | | 2,686 | | | 2,525 | | | 0.4 | % | | (3) (6) (7) (13) |
| | | | | | | | | | 2,595 | | | 2,686 | | | 2,525 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Innovad Group II BV | | Beverage, Food & Tobacco | | First Lien Senior Secured Term Loan | | EURIBOR + 6.50%, 9.3% Cash | | 04/21 | | 04/28 | | 4,178 | | | 4,488 | | | 3,631 | | | 0.6 | % | | (3) (6) (7) (13) |
| | | | | | | | | | 4,178 | | | 4,488 | | | 3,631 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
INOS 19-090 GmbH | | Aerospace & Defense | | First Lien Senior Secured Term Loan | | EURIBOR + 5.40%, 7.4% Cash | | 12/20 | | 12/27 | | 820 | | | 901 | | | 804 | | | 0.1 | % | | (3) (6) (7) (12) |
| | | | | | | | | | 820 | | | 901 | | | 804 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Interstellar Group B.V. | | Technology | | First Lien Senior Secured Term Loan | | EURIBOR + 5.25%, 7.5% Cash | | 08/22 | | 08/29 | | 1,221 | | | 1,131 | | | 1,177 | | | 0.2 | % | | (3) (6) (7) (12) |
| | Super Senior Secured Term Loan | | EURIBOR + 5.25%, 7.5% Cash | | 08/22 | | 02/29 | | 64 | | | 60 | | | 62 | | | — | % | | (3) (6) (7) (12) |
| | | | | | | | | | 1,285 | | | 1,191 | | | 1,239 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Isolstar Holding NV (IPCOM) | | Trading Companies & Distributors | | First Lien Senior Secured Term Loan | | EURIBOR + 6.50%, 8.1% Cash | | 10/22 | | 10/29 | | 4,583 | | | 4,044 | | | 4,436 | | | 0.7 | % | | (3) (6) (7) (11) |
| | | | | | | | | | 4,583 | | | 4,044 | | | 4,436 | | | | | |
Barings Capital Investment Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 2022
(Amounts in thousands, except share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company (5) | | Industry | | Investment Type (1)(2) | | Interest | | Acq. Date | | Maturity Date | | Principal Amount | | Cost | | Fair Value | | % of Net Assets * | | Notes |
ITI Intermodal, Inc. | | Transportation Services | | First Lien Senior Secured Term Loan | | LIBOR + 4.75%, 9.1% Cash | | 12/21 | | 12/27 | | $ | 714 | | | $ | 700 | | | $ | 703 | | | 0.1 | % | | (6) (7) (8) |
| | Revolver | | LIBOR + 4.75%, 9.1% Cash | | 12/21 | | 12/27 | | 6 | | | 4 | | | 5 | | | — | % | | (6) (7) (8) |
| | Common Stock (1,433.37 shares) | | N/A | | 01/22 | | N/A | | | | 144 | | | 127 | | | — | % | | (6) (30) |
| | | | | | | | | | 720 | | | 848 | | | 835 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Jaguar Merger Sub Inc. | | Other Financial | | First Lien Senior Secured Term Loan | | SOFR + 5.00%, 9.5% Cash | | 12/21 | | 09/24 | | 7,652 | | | 7,571 | | | 7,617 | | | 1.3 | % | | (6) (7) (15) |
| | Revolver | | SOFR + 5.00%, 9.5% Cash | | 12/21 | | 09/24 | | — | | | (4) | | | (2) | | | — | % | | (6) (7) (15) |
| | | | | | | | | | 7,652 | | | 7,567 | | | 7,615 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
JetBlue 2019-1 Class B Pass Through Trust | | Airlines | | Structured Secured Note - Class B | | 8.0% Cash | | 08/20 | | 11/27 | | 1,443 | | | 1,443 | | | 1,404 | | | 0.2 | % | | |
| | | | | | | | | | 1,443 | | | 1,443 | | | 1,404 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
JF Acquisition, LLC | | Automotive | | First Lien Senior Secured Term Loan | | LIBOR + 5.50%, 9.9% Cash | | 05/21 | | 07/24 | | 3,605 | | | 3,529 | | | 3,367 | | | 0.6 | % | | (6) (7) (8) |
| | | | | | | | | | 3,605 | | | 3,529 | | | 3,367 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Jon Bidco Limited | | Healthcare | | First Lien Senior Secured Term Loan | | BKBM + 5.50%, 10.2% Cash | | 03/22 | | 03/27 | | 2,043 | | | 2,186 | | | 1,992 | | | 0.3 | % | | (3) (6) (7) (25) |
| | | | | | | | | | 2,043 | | | 2,186 | | | 1,992 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Jones Fish Hatcheries & Distributors LLC | | Consumer Products | | First Lien Senior Secured Term Loan | | LIBOR + 5.75%, 10.2% Cash | | 02/22 | | 02/28 | | 2,785 | | | 2,736 | | | 2,745 | | | 0.5 | % | | (6) (7) (9) |
| | Revolver | | LIBOR + 5.75%, 10.2% Cash | | 02/22 | | 02/28 | | — | | | (7) | | | (6) | | | — | % | | (6) (7) (8) |
| | LLC Units (974.68 units) | | N/A | | 02/22 | | N/A | | | | 97 | | | 115 | | | — | % | | (6) (30) |
| | | | | | | | | | 2,785 | | | 2,826 | | | 2,854 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Kano Laboratories LLC | | Chemicals, Plastics & Rubber | | First Lien Senior Secured Term Loan | | LIBOR + 5.00%, 10.1% Cash | | 11/20 | | 11/26 | | 4,981 | | | 4,864 | | | 4,885 | | | 0.8 | % | | (6) (7) (10) |
| | Partnership Equity (78.7 units) | | N/A | | 11/20 | | N/A | | | | 79 | | | 74 | | | — | % | | (6) (30) |
| | | | | | | | | | 4,981 | | | 4,943 | | | 4,959 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Kid Distro Holdings, LLC | | Media & Entertainment | | First Lien Senior Secured Term Loan | | LIBOR + 5.75%, 10.5% Cash | | 10/21 | | 10/27 | | 18,910 | | | 18,598 | | | 18,689 | | | 3.1 | % | | (6) (7) (9) |
| | LLC Units (850,236.1 units) | | N/A | | 10/21 | | N/A | | | | 851 | | | 769 | | | 0.1 | % | | (6) (30) |
| | | | | | | | | | 18,910 | | | 19,449 | | | 19,458 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Kona Buyer, LLC | | High Tech Industries | | First Lien Senior Secured Term Loan | | SOFR + 4.75%, 9.3% Cash | | 12/20 | | 12/27 | | 5,509 | | | 5,413 | | | 5,419 | | | 0.9 | % | | (6) (7) (15) |
| | | | | | | | | | 5,509 | | | 5,413 | | | 5,419 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Lambir Bidco Limited | | Healthcare | | First Lien Senior Secured Term Loan | | EURIBOR + 6.00%, 8.5% Cash | | 12/21 | | 12/28 | | 3,333 | | | 3,393 | | | 3,113 | | | 0.5 | % | | (3) (6) (7) (12) |
| | Second Lien Senior Secured Term Loan | | 12.0% PIK | | 12/21 | | 06/29 | | 1,060 | | | 1,085 | | | 997 | | | 0.2 | % | | (3) (6) |
| | | | | | | | | | 4,393 | | | 4,478 | | | 4,110 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
LeadsOnline, LLC | | Business Equipment & Services | | First Lien Senior Secured Term Loan | | LIBOR + 4.75%, 9.5% Cash | | 02/22 | | 02/28 | | 10,928 | | | 10,761 | | | 10,794 | | | 1.8 | % | | (6) (7) (9) |
| | Revolver | | LIBOR + 4.75%, 9.5% Cash | | 02/22 | | 02/28 | | — | | | (29) | | | (24) | | | — | % | | (6) (7) (9) |
| | LLC Units (39,370.1 units) | | N/A | | 02/22 | | N/A | | | | 39 | | | 49 | | | — | % | | (6) (30) |
| | | | | | | | | | 10,928 | | | 10,771 | | | 10,819 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Learfield Communications, LLC | | Broadcasting | | First Lien Senior Secured Term Loan | | 3.0% Cash, LIBOR + 10.0% PIK | | 08/20 | | 12/23 | | 6,289 | | | 6,273 | | | 6,037 | | | 1.0 | % | | (9) |
| | First Lien Senior Secured Term Loan | | LIBOR + 3.25%, 7.6% Cash | | 08/20 | | 12/23 | | 67 | | | 47 | | | 50 | | | — | % | | (7) (8) |
| | | | | | | | | | 6,356 | | | 6,320 | | | 6,087 | | | | | |
Barings Capital Investment Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 2022
(Amounts in thousands, except share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company (5) | | Industry | | Investment Type (1)(2) | | Interest | | Acq. Date | | Maturity Date | | Principal Amount | | Cost | | Fair Value | | % of Net Assets * | | Notes |
Liberty Steel Holdings USA Inc. | | Industrial Other | | Revolver | | SOFR + 4.50%, 8.8% Cash | | 04/22 | | 04/25 | | $ | 10,000 | | | $ | 9,924 | | | $ | 9,923 | | | 1.6 | % | | (6) (7) (14) |
| | | | | | | | | | 10,000 | | | 9,924 | | | 9,923 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
LivTech Purchaser, Inc. | | Business Services | | First Lien Senior Secured Term Loan | | LIBOR + 5.00%, 9.7% Cash | | 01/21 | | 12/25 | | 3,319 | | | 3,292 | | | 3,223 | | | 0.5 | % | | (6) (7) (9) |
| | | | | | | | | | 3,319 | | | 3,292 | | | 3,223 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Long Term Care Group, Inc. | | Healthcare | | First Lien Senior Secured Term Loan | | LIBOR + 6.00%, 10.3% Cash | | 04/22 | | 09/27 | | 4,861 | | | 4,774 | | | 4,725 | | | 0.8 | % | | (6) (7) (8) |
| | | | | | | | | | 4,861 | | | 4,774 | | | 4,725 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Marmoutier Holding B.V. | | Consumer Products | | First Lien Senior Secured Term Loan | | EURIBOR + 6.00%, 8.8% Cash | | 12/21 | | 12/24 | | 356 | | | 330 | | | 341 | | | 0.1 | % | | (3) (6) (7) (13) |
| | First Lien Senior Secured Term Loan | | EURIBOR + 6.00%, 8.8% Cash | | 12/21 | | 12/28 | | 1,825 | | | 1,889 | | | 1,752 | | | 0.3 | % | | (3) (6) (7) (13) |
| | Revolver | | EURIBOR + 5.00%, 7.8% Cash | | 12/21 | | 06/27 | | 46 | | | 42 | | | 40 | | | — | % | | (3) (6) (7) (12) |
| | | | | | | | | | 2,227 | | | 2,261 | | | 2,133 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Marshall Excelsior Co. | | Capital Goods | | First Lien Senior Secured Term Loan | | SOFR + 5.50%, 9.8% Cash | | 02/22 | | 02/28 | | 6,616 | | | 6,520 | | | 6,525 | | | 1.1 | % | | (6) (7) (15) |
| | Revolver | | Prime + 4.50%, 11.5% Cash | | 02/22 | | 02/28 | | 749 | | | 734 | | | 735 | | | 0.1 | % | | (6) (7) (28) |
| | | | | | | | | | 7,365 | | | 7,254 | | | 7,260 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
MC Group Ventures Corporation | | Business Services | | First Lien Senior Secured Term Loan | | LIBOR + 5.50%, 9.9% Cash | | 07/21 | | 06/27 | | 4,392 | | | 4,313 | | | 4,342 | | | 0.7 | % | | (6) (7) (8) |
| | Partnership Units (373.3 Units) | | N/A | | 06/21 | | N/A | | | | 373 | | | 390 | | | 0.1 | % | | (6) (30) |
| | | | | | | | | | 4,392 | | | 4,686 | | | 4,732 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Median B.V. | | Healthcare | | First Lien Senior Secured Term Loan | | SONIA + 6.00%, 9.4% Cash | | 02/22 | | 10/27 | | 3,729 | | | 4,077 | | | 3,100 | | | 0.5 | % | | (3) (7) (18) |
| | | | | | | | | | 3,729 | | | 4,077 | | | 3,100 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Mercell Holding AS | | Technology | | First Lien Senior Secured Term Loan | | NIBOR + 6.00%, 9.1% Cash | | 08/22 | | 08/29 | | 1,594 | | | 1,563 | | | 1,551 | | | 0.3 | % | | (3) (6) (7) (27) |
| | Class A Units (57.2 units) | | N/A | | 08/22 | | N/A | | | | 56 | | | 58 | | | — | % | | (3) (6) (30) |
| | Class B Units (14,471.9 units) | | N/A | | 08/22 | | N/A | | | | — | | | — | | | — | % | | (3) (6) (30) |
| | | | | | | | | | 1,594 | | | 1,619 | | | 1,609 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
MNS Buyer, Inc. | | Construction and Building | | First Lien Senior Secured Term Loan | | LIBOR + 5.50%, 9.9% Cash | | 08/21 | | 08/27 | | 912 | | | 897 | | | 835 | | | 0.1 | % | | (6) (7) (8) |
| | Partnership Units (76.9 Units) | | N/A | | 08/21 | | N/A | | | | 77 | | | 54 | | | — | % | | (6) (30) |
| | | | | | | | | | 912 | | | 974 | | | 889 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Modern Star Holdings Bidco Pty Limited | | Non-durable Consumer Goods | | First Lien Senior Secured Term Loan | | BBSY + 6.25%, 9.1% Cash | | 12/20 | | 12/26 | | 1,970 | | | 2,075 | | | 1,925 | | | 0.3 | % | | (3) (6) (7) (20) |
| | | | | | | | | | 1,970 | | | 2,075 | | | 1,925 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Murphy Midco Limited | | Media, Diversified & Production | | First Lien Senior Secured Term Loan | | SONIA + 5.00%, 8.2% Cash | | 11/20 | | 11/27 | | 1,211 | | | 1,270 | | | 1,189 | | | 0.2 | % | | (3) (6) (7) (19) |
| | | | | | | | | | 1,211 | | | 1,270 | | | 1,189 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Music Reports, Inc. | | Media & Entertainment | | First Lien Senior Secured Term Loan | | LIBOR + 5.50%, 9.8% Cash | | 08/20 | | 08/26 | | 5,031 | | | 4,950 | | | 4,954 | | | 0.8 | % | | (6) (7) (8) |
| | | | | | | | | | 5,031 | | | 4,950 | | | 4,954 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Napa Bidco Pty Ltd | | Healthcare | | First Lien Senior Secured Term Loan | | BBSY + 6.00%, 9.6% Cash | | 03/22 | | 03/28 | | 7,076 | | | 7,323 | | | 6,361 | | | 1.1 | % | | (3) (6) (7) (22) |
| | | | | | | | | | 7,076 | | | 7,323 | | | 6,361 | | | | | |
Barings Capital Investment Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 2022
(Amounts in thousands, except share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company (5) | | Industry | | Investment Type (1)(2) | | Interest | | Acq. Date | | Maturity Date | | Principal Amount | | Cost | | Fair Value | | % of Net Assets * | | Notes |
Narda Acquisitionco., Inc. | | Aerospace & Defense | | First Lien Senior Secured Term Loan | | LIBOR + 5.50%, 10.2% Cash | | 12/21 | | 12/27 | | $ | 2,940 | | | $ | 2,897 | | | $ | 2,658 | | | 0.4 | % | | (6) (7) (9) |
| | Revolver | | LIBOR + 5.50%, 10.2% Cash | | 12/21 | | 12/27 | | 68 | | | 59 | | | 3 | | | — | % | | (6) (7) (9) |
| | Class A Preferred Stock (2,392.9 shares) | | N/A | | 12/21 | | N/A | | | | 239 | | | 156 | | | — | % | | (6) (30) |
| | Class B Common Stock (265.9 shares) | | N/A | | 12/21 | | N/A | | | | 27 | | | — | | | — | % | | (6) (30) |
| | | | | | | | | | 3,008 | | | 3,222 | | | 2,817 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Navia Benefit Solutions, Inc. | | Healthcare & Pharmaceuticals | | First Lien Senior Secured Term Loan | | LIBOR + 5.25%, 9.6% Cash | | 02/21 | | 02/27 | | 9,259 | | | 9,152 | | | 9,104 | | | 1.5 | % | | (6) (7) (8) |
| | First Lien Senior Secured Term Loan | | SOFR + 5.25%, 9.6% Cash | | 11/22 | | 02/27 | | 5,914 | | | 5,769 | | | 5,766 | | | 1.0 | % | | (6) (7) (14) |
| | | | | | | | | | 15,173 | | | 14,921 | | | 14,870 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Nexus Underwriting Management Limited | | Other Financial | | First Lien Senior Secured Term Loan | | SONIA + 5.25%, 7.4% Cash | | 10/21 | | 10/28 | | 2,486 | | | 2,715 | | | 2,433 | | | 0.4 | % | | (3) (6) (7) (19) |
| | Revolver | | SONIA + 5.25%, 7.4% Cash | | 10/21 | | 04/23 | | 94 | | | 104 | | | 94 | | | — | % | | (3) (6) (7) (19) |
| | | | | | | | | | 2,580 | | | 2,819 | | | 2,527 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Northstar Recycling, LLC | | Environmental Industries | | First Lien Senior Secured Term Loan | | LIBOR + 4.75%, 9.5% Cash | | 10/21 | | 09/27 | | 3,955 | | | 3,890 | | | 3,908 | | | 0.6 | % | | (6) (7) (9) |
| | | | | | | | | | 3,955 | | | 3,890 | | | 3,908 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Novotech Aus Bidco Pty Ltd | | Healthcare | | First Lien Senior Secured Term Loan | | BBSY + 5.25%, 8.8% Cash | | 01/22 | | 01/28 | | 3,222 | | | 3,386 | | | 3,145 | | | 0.5 | % | | (3) (6) (7) (22) |
| | First Lien Senior Secured Term Loan | | SOFR + 5.75%, 9.6% Cash | | 01/22 | | 01/28 | | 3,479 | | | 3,392 | | | 3,371 | | | 0.6 | % | | (3) (6) (7) (16) |
| | | | | | | | | | 6,701 | | | 6,778 | | | 6,516 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
NPM Investments 28 B.V. | | Healthcare | | First Lien Senior Secured Term Loan | | EURIBOR + 6.25%, 8.5% Cash | | 09/22 | | 10/29 | | 2,143 | | | 1,904 | | | 2,084 | | | 0.3 | % | | (3) (6) (7) (12) |
| | | | | | | | | | 2,143 | | | 1,904 | | | 2,084 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
OA Buyer, Inc. | | Healthcare | | First Lien Senior Secured Term Loan | | LIBOR + 5.75%, 10.1% Cash | | 12/21 | | 12/28 | | 6,583 | | | 6,466 | | | 6,481 | | | 1.1 | % | | (6) (7) (8) |
| | Revolver | | LIBOR + 5.75%, 10.1% Cash | | 12/21 | | 12/28 | | — | | | (23) | | | (21) | | | — | % | | (6) (7) (8) |
| | Partnership Units (210,920.11 units) | | N/A | | 12/21 | | N/A | | | | 211 | | | 226 | | | — | % | | (6) (30) |
| | | | | | | | | | 6,583 | | | 6,654 | | | 6,686 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
OAC Holdings I Corp | | Automotive | | First Lien Senior Secured Term Loan | | SOFR + 5.00%, 10.0% Cash | | 03/22 | | 03/29 | | 1,810 | | | 1,778 | | | 1,783 | | | 0.3 | % | | (6) (7) (16) |
| | Revolver | | SOFR + 5.00%, 10.0% Cash | | 03/22 | | 03/28 | | 382 | | | 370 | | | 371 | | | 0.1 | % | | (6) (7) (15) |
| | | | | | | | | | 2,192 | | | 2,148 | | | 2,154 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
OG III B.V. | | Containers & Glass Products | | First Lien Senior Secured Term Loan | | EURIBOR + 5.75%, 7.9% Cash | | 06/21 | | 06/28 | | 6,614 | | | 7,239 | | | 6,475 | | | 1.1 | % | | (3) (6) (7) (12) |
| | | | | | | | | | 6,614 | | | 7,239 | | | 6,475 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Omni Intermediate Holdings, LLC | | Transportation | | First Lien Senior Secured Term Loan | | SOFR + 5.00%, 9.7% Cash | | 12/20 | | 12/26 | | 8,294 | | | 8,229 | | | 8,116 | | | 1.3 | % | | (6) (7) (15) |
| | | | | | | | | | 8,294 | | | 8,229 | | | 8,116 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Oracle Vision Bidco Limited | | Healthcare | | First Lien Senior Secured Term Loan | | SONIA + 4.75%, 7.7% Cash | | 06/21 | | 05/28 | | 1,276 | | | 1,461 | | | 1,276 | | | 0.2 | % | | (3) (6) (7) (19) |
| | | | | | | | | | 1,276 | | | 1,461 | | | 1,276 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Origin Bidco Limited | | Technology | | First Lien Senior Secured Term Loan | | EURIBOR + 5.75%, 7.7% Cash | | 06/21 | | 06/28 | | 354 | | | 395 | | | 342 | | | 0.1 | % | | (3) (6) (7) (12) |
| | First Lien Senior Secured Term Loan | | LIBOR + 5.75%, 10.5% Cash | | 06/21 | | 06/28 | | 597 | | | 584 | | | 577 | | | 0.1 | % | | (3) (6) (7) (9) |
| | | | | | | | | | 951 | | | 979 | | | 919 | | | | | |
Barings Capital Investment Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 2022
(Amounts in thousands, except share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company (5) | | Industry | | Investment Type (1)(2) | | Interest | | Acq. Date | | Maturity Date | | Principal Amount | | Cost | | Fair Value | | % of Net Assets * | | Notes |
OSP Hamilton Purchaser, LLC | | Technology | | First Lien Senior Secured Term Loan | | LIBOR + 6.00%, 10.2% Cash | | 12/21 | | 12/27 | | $ | 2,258 | | | $ | 2,219 | | | $ | 2,190 | | | 0.4 | % | | (6) (7) (9) |
| | First Lien Senior Secured Term Loan | | SOFR + 6.00%, 10.5% Cash | | 12/22 | | 12/27 | | 2,274 | | | 2,206 | | | 2,206 | | | 0.4 | % | | (6) (7) (15) |
| | Revolver | | LIBOR + 6.00%, 10.2% Cash | | 12/21 | | 12/27 | | — | | | (3) | | | (6) | | | — | % | | (6) (7) (9) |
| | LP Units (60,040 units) | | N/A | | 07/22 | | N/A | | | | 208 | | | 221 | | | — | % | | (6) (30) |
| | | | | | | | | | 4,532 | | | 4,630 | | | 4,611 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Panoche Energy Center LLC | | Electric | | First Lien Senior Secured Bond | | 6.9% Cash | | 07/22 | | 07/29 | | 4,924 | | | 4,430 | | | 4,628 | | | 0.8 | % | | (6) |
| | | | | | | | | | 4,924 | | | 4,430 | | | 4,628 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
PDQ.Com Corporation | | Business Equipment & Services | | First Lien Senior Secured Term Loan | | LIBOR + 4.75%, 9.4% Cash | | 08/21 | | 08/27 | | 12,792 | | | 12,606 | | | 12,643 | | | 2.1 | % | | (6) (7) (9) |
| | Class A-2 Partnership Units (286.4 units) | | N/A | | 08/21 | | N/A | | | | 86 | | | 124 | | | — | % | | (6) (30) |
| | | | | | | | | | 12,792 | | | 12,692 | | | 12,767 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Perimeter Master Note Business Trust | | Credit Card ABS | | Structured Secured Note - Class A | | 4.7% Cash | | 05/22 | | 05/27 | | 137 | | | 137 | | | 124 | | | — | % | | (3) (6) |
| | Structured Secured Note - Class B | | 5.4% Cash | | 05/22 | | 05/27 | | 137 | | | 137 | | | 122 | | | — | % | | (3) (6) |
| | Structured Secured Note - Class C | | 5.9% Cash | | 05/22 | | 05/27 | | 137 | | | 137 | | | 118 | | | — | % | | (3) (6) |
| | Structured Secured Note - Class D | | 8.5% Cash | | 05/22 | | 05/27 | | 137 | | | 137 | | | 119 | | | — | % | | (3) (6) |
| | Structured Secured Note - Class E | | 11.4% Cash | | 05/22 | | 05/27 | | 6,986 | | | 6,986 | | | 6,143 | | | 1.0 | % | | (3) (6) |
| | | | | | | | | | 7,534 | | | 7,534 | | | 6,626 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Permaconn BidCo Pty Ltd | | Tele- communications | | First Lien Senior Secured Term Loan | | BBSY + 6.00%, 9.1% Cash | | 12/21 | | 12/27 | | 4,884 | | | 5,037 | | | 4,795 | | | 0.8 | % | | (3) (6) (7) (21) |
| | | | | | | | | | 4,884 | | | 5,037 | | | 4,795 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Polara Enterprises, L.L.C. | | Capital Equipment | | First Lien Senior Secured Term Loan | | LIBOR + 4.75%, 9.6% Cash | | 12/21 | | 12/27 | | 2,100 | | | 2,065 | | | 2,066 | | | 0.3 | % | | (6) (7) (9) |
| | Revolver | | LIBOR + 4.75%, 9.6% Cash | | 12/21 | | 12/27 | | — | | | (4) | | | (4) | | | — | % | | (6) (7) (9) |
| | Partnership Units (3,704.3 units) | | N/A | | 12/21 | | N/A | | | | 370 | | | 412 | | | 0.1 | % | | (6) (30) |
| | | | | | | | | | 2,100 | | | 2,431 | | | 2,474 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Policy Services Company, LLC | | Property & Casualty Insurance | | First Lien Senior Secured Term Loan | | LIBOR + 6.00%, 8.8% Cash, 4.0% PIK | | 12/21 | | 06/26 | | 20,779 | | | 20,298 | | | 20,299 | | | 3.4 | % | | (6) (7) (9) |
| | Warrants - Class A (1.0710 units) | | N/A | | 12/21 | | N/A | | | | — | | | 183 | | | — | % | | (6) (30) |
| | Warrants - Class B (0.3614 units) | | N/A | | 12/21 | | N/A | | | | — | | | 62 | | | — | % | | (6) (30) |
| | Warrants - Class CC (0.0372 units) | | N/A | | 12/21 | | N/A | | | | — | | | — | | | — | % | | (6) (30) |
| | Warrants - Class D (0.1035 units) | | N/A | | 12/21 | | N/A | | | | — | | | 18 | | | — | % | | (6) (30) |
| | | | | | | | | | 20,779 | | | 20,298 | | | 20,562 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Premium Franchise Brands, LLC | | Research & Consulting Services | | First Lien Senior Secured Term Loan | | LIBOR + 6.25%, 9.9% Cash | | 12/20 | | 12/26 | | 11,815 | | | 11,632 | | | 11,661 | | | 1.9 | % | | (6) (7) (9) |
| | | | | | | | | | 11,815 | | | 11,632 | | | 11,661 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Premium Invest | | Brokerage, Asset Managers & Exchanges | | First Lien Senior Secured Term Loan | | EURIBOR + 5.75%, 8.5% Cash | | 06/21 | | 06/28 | | 5,550 | | | 6,017 | | | 5,550 | | | 0.9 | % | | (3) (6) (7) (13) |
| | | | | | | | | | 5,550 | | | 6,017 | | | 5,550 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Preqin MC Limited | | Banking, Finance, Insurance & Real Estate | | First Lien Senior Secured Term Loan | | LIBOR + 5.25%, 8.6% Cash | | 08/21 | | 07/28 | | 3,147 | | | 3,068 | | | 3,068 | | | 0.5 | % | | (3) (6) (7) (10) |
| | | | | | | | | | 3,147 | | | 3,068 | | | 3,068 | | | | | |
Barings Capital Investment Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 2022
(Amounts in thousands, except share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company (5) | | Industry | | Investment Type (1)(2) | | Interest | | Acq. Date | | Maturity Date | | Principal Amount | | Cost | | Fair Value | | % of Net Assets * | | Notes |
ProfitOptics, LLC | | Technology | | First Lien Senior Secured Term Loan | | LIBOR + 5.75%, 9.6% Cash | | 03/22 | | 03/28 | | $ | 659 | | | $ | 648 | | | $ | 650 | | | 0.1 | % | | (6) (7) (10) |
| | Revolver | | LIBOR + 5.75%, 9.6% Cash | | 03/22 | | 03/28 | | — | | | (3) | | | (3) | | | — | % | | (6) (7) (10) |
| | Second Lien Senior Subordinated Term Loan | | 8.0% Cash | | 03/22 | | 03/29 | | 32 | | | 32 | | | 30 | | | — | % | | (6) |
| | LLC Units (96,774.2 units) | | N/A | | 03/22 | | N/A | | | | 65 | | | 69 | | | — | % | | (6) (30) |
| | | | | | | | | | 691 | | | 742 | | | 746 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Protego Bidco B.V. | | Aerospace & Defense | | First Lien Senior Secured Term Loan | | EURIBOR + 6.00%, 7.7% Cash | | 03/21 | | 03/28 | | 347 | | | 375 | | | 326 | | | 0.1 | % | | (3) (6) (7) (13) |
| | Revolver | | EURIBOR + 5.25%, 7.1% Cash | | 03/21 | | 03/27 | | 724 | | | 788 | | | 699 | | | 0.1 | % | | (3) (6) (7) (13) |
| | | | | | | | | | 1,071 | | | 1,163 | | | 1,025 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
PSP Intermediate 4, LLC | | Technology | | First Lien Senior Secured Term Loan | | EURIBOR + 5.25%, 7.3% Cash | | 05/22 | | 05/29 | | 872 | | | 825 | | | 829 | | | 0.1 | % | | (3) (6) (7) (12) |
| | First Lien Senior Secured Term Loan | | LIBOR + 5.25%, 10.0% Cash | | 05/22 | | 05/29 | | 866 | | | 844 | | | 842 | | | 0.1 | % | | (3) (6) (7) (9) |
| | | | | | | | | | 1,738 | | | 1,669 | | | 1,671 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
QPE7 SPV1 BidCo Pty Ltd | | Consumer Cyclical | | First Lien Senior Secured Term Loan | | BBSY + 5.50%, 8.6% Cash | | 09/21 | | 09/26 | | 2,867 | | | 3,004 | | | 2,792 | | | 0.5 | % | | (3) (6) (7) (20) |
| | | | | | | | | | 2,867 | | | 3,004 | | | 2,792 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Questel Unite | | Business Services | | First Lien Senior Secured Term Loan | | EURIBOR + 6.25%, 8.5% Cash | | 12/20 | | 12/27 | | 2,302 | | | 2,452 | | | 2,155 | | | 0.4 | % | | (3) (6) (7) (12) |
| | First Lien Senior Secured Term Loan | | LIBOR + 6.25%, 11.0% Cash | | 12/20 | | 12/27 | | 367 | | | 363 | | | 357 | | | 0.1 | % | | (3) (6) (7) (9) |
| | | | | | | | | | 2,669 | | | 2,815 | | | 2,512 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
R1 Holdings, LLC | | Transportation | | First Lien Senior Secured Term Loan | | SOFR + 6.25%, 10.8% Cash | | 12/22 | | 12/28 | | 5,152 | | | 4,937 | | | 4,937 | | | 0.8 | % | | (6) (7) (15) |
| | Revolver | | SOFR + 6.25%, 10.8% Cash | | 12/22 | | 12/28 | | 236 | | | 201 | | | 201 | | | — | % | | (6) (7) (15) |
| | | | | | | | | | 5,388 | | | 5,138 | | | 5,138 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Randys Holdings, Inc. | | Automobile Manufacturers | | First Lien Senior Secured Term Loan | | SOFR + 6.50%, 10.6% Cash | | 11/22 | | 10/28 | | 9,928 | | | 9,545 | | | 9,531 | | | 1.6 | % | | (6) (7) (15) |
| | Revolver | | SOFR + 6.50%, 10.6% Cash | | 11/22 | | 10/28 | | 220 | | | 179 | | | 178 | | | — | % | | (6) (7) (15) |
| | Partnership Units (4,000 units) | | N/A | | 11/22 | | N/A | | | | 400 | | | 400 | | | 0.1 | % | | (6) (30) |
| | | | | | | | | | 10,148 | | | 10,124 | | | 10,109 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Recovery Point Systems, Inc. | | Technology | | First Lien Senior Secured Term Loan | | LIBOR + 6.50%, 10.3% Cash | | 08/20 | | 07/26 | | 5,007 | | | 4,942 | | | 4,947 | | | 0.8 | % | | (6) (7) (9) |
| | Partnership Equity (81,313 units) | | N/A | | 03/21 | | N/A | | | | 81 | | | 54 | | | — | % | | (6) (30) |
| | | | | | | | | | 5,007 | | | 5,023 | | | 5,001 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Renovation Parent Holdings, LLC | | Home Furnishings | | First Lien Senior Secured Term Loan | | LIBOR + 5.50%, 10.1% Cash | | 11/21 | | 11/27 | | 7,622 | | | 7,463 | | | 7,225 | | | 1.2 | % | | (6) (7) (9) |
| | Partnership Equity (394,736.8 units) | | N/A | | 11/21 | | N/A | | | | 395 | | | 304 | | | — | % | | (6) (30) |
| | | | | | | | | | 7,622 | | | 7,858 | | | 7,529 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
REP SEKO MERGER SUB LLC | | Air Freight & Logistics | | First Lien Senior Secured Term Loan | | EURIBOR + 4.75%, 6.6% Cash | | 12/20 | | 12/26 | | 6,926 | | | 7,430 | | | 6,839 | | | 1.1 | % | | (6) (7) (11) |
| | First Lien Senior Secured Term Loan | | EURIBOR + 4.75%, 6.6% Cash | | 06/22 | | 12/26 | | 2,070 | | | 2,003 | | | 2,044 | | | 0.3 | % | | (6) (7) (11) |
| | First Lien Senior Secured Term Loan | | LIBOR + 4.75%, 9.5% Cash | | 12/20 | | 12/26 | | 1,566 | | | 1,532 | | | 1,542 | | | 0.3 | % | | (6) (7) (9) |
| | | | | | | | | | 10,562 | | | 10,965 | | | 10,425 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Resonetics, LLC | | Health Care Equipment | | Second Lien Senior Secured Term Loan | | LIBOR + 7.00%, 11.7% Cash | | 04/21 | | 04/29 | | 1,859 | | | 1,827 | | | 1,820 | | | 0.3 | % | | (6) (7) (9) |
| | | | | | | | | | 1,859 | | | 1,827 | | | 1,820 | | | | | |
Barings Capital Investment Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 2022
(Amounts in thousands, except share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company (5) | | Industry | | Investment Type (1)(2) | | Interest | | Acq. Date | | Maturity Date | | Principal Amount | | Cost | | Fair Value | | % of Net Assets * | | Notes |
Reward Gateway (UK) Ltd | | Precious Metals & Minerals | | First Lien Senior Secured Term Loan | | SONIA + 6.25%, 8.4% Cash | | 08/21 | | 06/28 | | $ | 6,091 | | | $ | 6,834 | | | $ | 5,992 | | | 1.0 | % | | (3) (6) (7) (19) |
| | | | | | | | | | 6,091 | | | 6,834 | | | 5,992 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Riedel Beheer B.V. | | Food & Beverage | | First Lien Senior Secured Term Loan | | EURIBOR + 6.25%, 8.5% Cash | | 12/21 | | 12/28 | | 2,213 | | | 2,248 | | | 2,162 | | | 0.4 | % | | (3) (6) (7) (12) |
| | | | | | | | | | 2,213 | | | 2,248 | | | 2,162 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Royal Buyer, LLC | | Industrial Other | | First Lien Senior Secured Term Loan | | SOFR + 6.00%, 10.4% Cash | | 08/22 | | 08/28 | | 5,522 | | | 5,395 | | | 5,404 | | | 0.9 | % | | (6) (7) (15) |
| | Revolver | | SOFR + 6.00%, 10.4% Cash | | 08/22 | | 08/28 | | 204 | | | 187 | | | 188 | | | — | % | | (6) (7) (15) |
| | | | | | | | | | 5,726 | | | 5,582 | | | 5,592 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
RPX Corporation | | Research & Consulting Services | | First Lien Senior Secured Term Loan | | LIBOR + 5.50%, 9.9% Cash | | 10/20 | | 10/25 | | 15,012 | | | 14,781 | | | 14,712 | | | 2.4 | % | | (6) (7) (9) |
| | | | | | | | | | 15,012 | | | 14,781 | | | 14,712 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Safety Products Holdings, LLC | | Non-durable Consumer Goods | | First Lien Senior Secured Term Loan | | LIBOR + 6.00%, 11.2% Cash | | 12/20 | | 12/26 | | 4,827 | | | 4,750 | | | 4,763 | | | 0.8 | % | | (6) (7) (9) |
| | First Lien Senior Secured Term Loan | | LIBOR + 6.00%, 11.2% Cash | | 12/20 | | 09/23 | | 143 | | | 122 | | | 109 | | | — | % | | (6) (7) (9) |
| | Preferred Stock (84.8 shares) | | N/A | | 12/20 | | N/A | | | | 85 | | | 105 | | | — | % | | (6) (30) |
| | | | | | | | | | 4,970 | | | 4,957 | | | 4,977 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Sanoptis S.A.R.L. | | Healthcare & Pharmaceuticals | | First Lien Senior Secured Term Loan | | EURIBOR + 5.50%, 8.2% Cash | | 06/22 | | 07/29 | | 1,001 | | | 868 | | | 917 | | | 0.1 | % | | (3) (6) (7) (13) |
| | First Lien Senior Secured Term Loan | | SARON + 5.50%, 5.9% Cash | | 06/22 | | 07/29 | | 417 | | | 390 | | | 406 | | | 0.1 | % | | (3) (6) (7) (26) |
| | | | | | | | | | 1,418 | | | 1,258 | | | 1,323 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Scaled Agile, Inc. | | Research & Consulting Services | | First Lien Senior Secured Term Loan | | SOFR + 5.50%, 10.2% Cash | | 12/21 | | 12/28 | | 1,735 | | | 1,701 | | | 1,716 | | | 0.3 | % | | (6) (7) (15) |
| | Revolver | | SOFR + 5.50%, 10.2% Cash | | 12/21 | | 12/28 | | — | | | (6) | | | (3) | | | — | % | | (6) (7) (15) |
| | | | | | | | | | 1,735 | | | 1,695 | | | 1,713 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Scout Bidco B.V. | | Diversified Manufacturing | | First Lien Senior Secured Term Loan | | EURIBOR + 6.00%, 8.0% Cash | | 05/22 | | 03/29 | | 3,243 | | | 3,143 | | | 3,155 | | | 0.5 | % | | (3) (6) (7) (12) |
| | Revolver | | EURIBOR + 6.00%, 8.0% Cash | | 05/22 | | 03/29 | | — | | | (12) | | | (10) | | | — | % | | (3) (6) (7) (12) |
| | | | | | | | | | 3,243 | | | 3,131 | | | 3,145 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Sereni Capital NV | | Consumer Cyclical | | First Lien Senior Secured Term Loan | | EURIBOR + 5.75%, 8.2% Cash | | 05/22 | | 11/28 | | 358 | | | 331 | | | 348 | | | 0.1 | % | | (3) (6) (7) (13) |
| | First Lien Senior Secured Term Loan | | EURIBOR + 5.75%, 8.2% Cash | | 05/22 | | 05/29 | | 490 | | | 479 | | | 479 | | | 0.1 | % | | (3) (6) (7) (13) |
| | | | | | | | | | 848 | | | 810 | | | 827 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Serta Simmons Bedding LLC | | Home Furnishings | | Super Priority Second Out | | LIBOR + 7.50%, 12.3% Cash | | 09/20 | | 08/23 | | 1,955 | | | 1,870 | | | 890 | | | 0.1 | % | | (7) (9) |
| | | | | | | | | | 1,955 | | | 1,870 | | | 890 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Shelf Bidco Ltd | | Other Financial | | First Lien Senior Secured Term Loan | | SOFR + 6.00%, 10.7% Cash | | 12/22 | | 01/30 | | 17,400 | | | 16,860 | | | 16,860 | | | 2.8 | % | | (3) (6) (7) (15) |
| | Common Stock (600,000 shares) | | N/A | | 12/22 | | N/A | | | | 600 | | | 600 | | | 0.1 | % | | (3) (6) (30) |
| | | | | | | | | | 17,400 | | | 17,460 | | | 17,460 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
SISU ACQUISITIONCO., INC. | | Aerospace & Defense | | First Lien Senior Secured Term Loan | | LIBOR + 5.50%, 10.2% Cash | | 12/20 | | 12/26 | | 4,900 | | | 4,831 | | | 4,503 | | | 0.7 | % | | (6) (7) (9) |
| | | | | | | | | | 4,900 | | | 4,831 | | | 4,503 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Smartling, Inc. | | Technology | | First Lien Senior Secured Term Loan | | LIBOR + 5.75%, 10.1% Cash | | 11/21 | | 10/27 | | 8,153 | | | 7,997 | | | 7,966 | | | 1.3 | % | | (6) (7) (8) |
| | Revolver | | LIBOR + 5.75%, 10.1% Cash | | 11/21 | | 10/27 | | — | | | (10) | | | (12) | | | — | % | | (6) (7) (9) |
| | | | | | | | | | 8,153 | | | 7,987 | | | 7,954 | | | | | |
Barings Capital Investment Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 2022
(Amounts in thousands, except share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company (5) | | Industry | | Investment Type (1)(2) | | Interest | | Acq. Date | | Maturity Date | | Principal Amount | | Cost | | Fair Value | | % of Net Assets * | | Notes |
SN BUYER, LLC | | Health Care Services | | First Lien Senior Secured Term Loan | | LIBOR + 5.75%, 10.0% Cash | | 12/20 | | 12/26 | | $ | 4,567 | | | $ | 4,502 | | | $ | 4,494 | | | 0.7 | % | | (6) (7) (9) |
| | First Lien Senior Secured Term Loan | | SOFR + 5.75%, 10.3% Cash | | 11/22 | | 12/26 | | 1,932 | | | 1,894 | | | 1,893 | | | 0.3 | % | | (6) (7) (15) |
| | | | | | | | | | 6,499 | | | 6,396 | | | 6,387 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Soho Square III Debtco II SARL | | Diversified Capital Markets | | First Lien Senior Secured Term Loan | | 9.5% PIK | | 10/22 | | 10/27 | | 3,759 | | | 3,451 | | | 3,744 | | | 0.6 | % | | (3) (6) |
| | | | | | | | | | 3,759 | | | 3,451 | | | 3,744 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Solo Buyer, L.P. | | Technology | | First Lien Senior Secured Term Loan | | SOFR + 6.25%, 10.4% Cash | | 12/22 | | 12/29 | | 13,564 | | | 13,228 | | | 13,225 | | | 2.2 | % | | (6) (7) (15) |
| | Revolver | | SOFR + 6.25%, 10.4% Cash | | 12/22 | | 12/28 | | — | | | (30) | | | (30) | | | — | % | | (6) (7) (15) |
| | Partnership Units (309,839 units) | | N/A | | 12/22 | | N/A | | | | 310 | | | 310 | | | 0.1 | % | | (6) (30) |
| | | | | | | | | | 13,564 | | | 13,508 | | | 13,505 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Sparus Holdings, LLC (f/k/a Sparus Holdings, Inc.) | | Other Utility | | First Lien Senior Secured Term Loan | | SOFR + 5.00%, 9.6% Cash | | 11/22 | | 03/27 | | 1,674 | | | 1,623 | | | 1,621 | | | 0.3 | % | | (6) (7) (15) |
| | Revolver | | SOFR + 5.00%, 9.6% Cash | | 11/22 | | 03/27 | | — | | | (3) | | | (4) | | | — | % | | (6) (7) (15) |
| | | | | | | | | | 1,674 | | | 1,620 | | | 1,617 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Spatial Business Systems LLC | | Electric | | First Lien Senior Secured Term Loan | | SOFR + 5.50%, 9.7% Cash | | 10/22 | | 10/28 | | 3,047 | | | 2,883 | | | 2,877 | | | 0.5 | % | | (6) (7) (14) |
| | Revolver | | SOFR + 5.50%, 9.7% Cash | | 10/22 | | 10/28 | | — | | | (17) | | | (18) | | | — | % | | (6) (7) (14) |
| | | | | | | | | | 3,047 | | | 2,866 | | | 2,859 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
SSCP Pegasus Midco Limited | | Healthcare & Pharmaceuticals | | First Lien Senior Secured Term Loan | | SONIA + 6.50%, 9.4% Cash | | 12/20 | | 11/27 | | 461 | | | 464 | | | 442 | | | 0.1 | % | | (3) (6) (7) (18) |
| | | | | | | | | | 461 | | | 464 | | | 442 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Starnmeer B.V. | | Technology | | First Lien Senior Secured Term Loan | | LIBOR + 6.30%, 10.7% Cash | | 10/21 | | 04/27 | | 4,640 | | | 4,583 | | | 4,597 | | | 0.8 | % | | (3) (6) (7) (9) |
| | | | | | | | | | 4,640 | | | 4,583 | | | 4,597 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Superjet Buyer, LLC | | Technology | | First Lien Senior Secured Term Loan | | LIBOR + 5.75%, 10.5% Cash | | 12/21 | | 12/27 | | 16,364 | | | 16,082 | | | 16,135 | | | 2.7 | % | | (6) (7) (9) |
| | Revolver | | LIBOR + 5.75%, 10.5% Cash | | 12/21 | | 12/27 | | — | | | (24) | | | (20) | | | — | % | | (6) (7) (9) |
| | | | | | | | | | 16,364 | | | 16,058 | | | 16,115 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Syniverse Holdings, Inc. | | Technology Distributors | | Series A Preferred Equity (7,575,758 units) | | 12.5% PIK | | 05/22 | | N/A | | | | 7,945 | | | 6,515 | | | 1.1 | % | | (6) |
| | | | | | | | | | | | 7,945 | | | 6,515 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Syntax Systems Ltd | | Technology | | First Lien Senior Secured Term Loan | | LIBOR + 5.75%, 10.1% Cash | | 11/21 | | 10/28 | | 4,116 | | | 4,076 | | | 3,843 | | | 0.6 | % | | (3) (6) (7) (8) |
| | Revolver | | LIBOR + 5.75%, 10.1% Cash | | 11/21 | | 10/26 | | 398 | | | 394 | | | 367 | | | 0.1 | % | | (3) (6) (7) (8) |
| | | | | | | | | | 4,514 | | | 4,470 | | | 4,210 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
TA SL Cayman Aggregator Corp. | | Technology | | Subordinated Term Loan | | 7.8% PIK | | 07/21 | | 07/28 | | 1,008 | | | 993 | | | 978 | | | 0.2 | % | | (6) |
| | Common Stock (736 shares) | | N/A | | 07/21 | | N/A | | | | 23 | | | 28 | | | — | % | | (6) (30) |
| | | | | | | | | | 1,008 | | | 1,016 | | | 1,006 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Tank Holding Corp | | Metal & Glass Containers | | First Lien Senior Secured Term Loan | | SOFR + 5.75%, 10.2% Cash | | 03/22 | | 03/28 | | 7,327 | | | 7,179 | | | 7,181 | | | 1.2 | % | | (6) (7) (14) |
| | Revolver | | SOFR + 5.75%, 10.2% Cash | | 03/22 | | 03/28 | | 109 | | | 96 | | | 96 | | | — | % | | (6) (7) (14) |
| | | | | | | | | | 7,436 | | | 7,275 | | | 7,277 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Tanqueray Bidco Limited | | Technology | | First Lien Senior Secured Term Loan | | SONIA + 6.25%, 8.4% Cash | | 11/22 | | 11/29 | | 1,632 | | | 1,486 | | | 1,557 | | | 0.3 | % | | (3) (6) (7) (18) |
| | | | | | | | | | 1,632 | | | 1,486 | | | 1,557 | | | | | |
Barings Capital Investment Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 2022
(Amounts in thousands, except share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company (5) | | Industry | | Investment Type (1)(2) | | Interest | | Acq. Date | | Maturity Date | | Principal Amount | | Cost | | Fair Value | | % of Net Assets * | | Notes |
Techone B.V. | | Technology | | First Lien Senior Secured Term Loan | | EURIBOR + 5.50%,7.9% Cash | | 11/21 | | 11/28 | | $ | 2,905 | | | $ | 2,984 | | | $ | 2,772 | | | 0.5 | % | | (3) (6) (7) (12) |
| | Revolver | | EURIBOR + 5.50%, 7.9% Cash | | 11/21 | | 05/28 | | 91 | | | 89 | | | 84 | | | — | % | | (3) (6) (7) (12) |
| | | | | | | | | | 2,996 | | | 3,073 | | | 2,856 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Tencarva Machinery Company, LLC | | Capital Equipment | | First Lien Senior Secured Term Loan | | LIBOR + 5.00%, 9.7% Cash | | 12/21 | | 12/23 | | 588 | | | 579 | | | 581 | | | 0.1 | % | | (6) (7) (9) |
| | First Lien Senior Secured Term Loan | | LIBOR + 5.00%, 9.7% Cash | | 12/21 | | 12/27 | | 3,620 | | | 3,566 | | | 3,579 | | | 0.6 | % | | (6) (7) (9) |
| | Revolver | | LIBOR + 5.00%, 9.7% Cash | | 12/21 | | 12/27 | | — | | | (11) | | | (9) | | | — | % | | (6) (7) (9) |
| | | | | | | | | | 4,208 | | | 4,134 | | | 4,151 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Terrybear, Inc. | | Consumer Products | | Subordinated Term Loan | | 10.0% Cash, 4.0% PIK | | 04/22 | | 04/28 | | 263 | | | 259 | | | 259 | | | — | % | | (6) |
| | Partnership Equity (24,358.97 units) | | N/A | | 04/22 | | N/A | | | | 239 | | | 255 | | | — | % | | (6) (30) |
| | | | | | | | | | 263 | | | 498 | | | 514 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC) | | Brokerage, Asset Managers & Exchanges | | First Lien Senior Secured Term Loan | | LIBOR + 4.25%, 9.0% Cash | | 10/21 | | 12/27 | | 807 | | | 750 | | | 769 | | | 0.1 | % | | (6) (7) (9) |
| | Revolver | | LIBOR + 4.25%, 9.0% Cash | | 10/21 | | 12/27 | | — | | | (12) | | | (9) | | | — | % | | (6) (7) (9) |
| | Subordinated Term Loan | | LIBOR + 7.75%, 12.7% Cash | | 10/21 | | 10/28 | | 3,297 | | | 3,242 | | | 3,254 | | | 0.5 | % | | (6) (7) (10) |
| | | | | | | | | | 4,104 | | | 3,980 | | | 4,014 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
The Cleaver-Brooks Company, Inc. | | Industrial Equipment | | First Lien Senior Secured Term Loan | | SOFR + 5.75%, 10.1% Cash | | 07/22 | | 07/28 | | 13,238 | | | 12,963 | | | 12,990 | | | 2.1 | % | | (6) (7) (14) |
| | Subordinated Term Loan | | 11.0% PIK | | 07/22 | | 07/29 | | 2,828 | | | 2,768 | | | 2,774 | | | 0.5 | % | | (6) |
| | | | | | | | | | 16,066 | | | 15,731 | | | 15,764 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
The Octave Music Group, Inc. | | Media: Diversified & Production | | Second Lien Senior Secured Term Loan | | SOFR + 7.50%, 12.1% Cash | | 04/22 | | 04/30 | | 7,569 | | | 7,428 | | | 7,448 | | | 1.2 | % | | (6) (7) (15) |
| | Partnership Equity (409,153.1 units) | | N/A | | 04/22 | | N/A | | | | 409 | | | 616 | | | 0.1 | % | | (6) (30) |
| | | | | | | | | | 7,569 | | | 7,837 | | | 8,064 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Trader Corporation | | Technology | | First Lien Senior Secured Term Loan | | CDOR + 6.75%, 11.6% Cash | | 12/22 | | 12/29 | | 2,300 | | | 2,225 | | | 2,243 | | | 0.4 | % | | (3) (6) (7) (23) |
| | Revolver | | CDOR + 6.75%, 11.6% Cash | | 12/22 | | 12/28 | | — | | | (4) | | | (4) | | | — | % | | (3) (6) (7) (23) |
| | | | | | | | | | 2,300 | | | 2,221 | | | 2,239 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Trident Maritime Systems, Inc. | | Aerospace & Defense | | First Lien Senior Secured Term Loan | | LIBOR + 4.75%, 9.5% Cash | | 02/21 | | 02/27 | | 16,739 | | | 16,544 | | | 16,512 | | | 2.7 | % | | (6) (7) (9) |
| | | | | | | | | | 16,739 | | | 16,544 | | | 16,512 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
TSM II Luxco 10 SARL | | Chemical & Plastics | | Subordinated Term Loan | | 9.3% PIK | | 03/22 | | 03/27 | | 5,719 | | | 5,717 | | | 5,559 | | | 0.9 | % | | (3) (6) (7) |
| | | | | | | | | | 5,719 | | | 5,717 | | | 5,559 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
TSYL Corporate Buyer, Inc. | | Technology | | First Lien Senior Secured Term Loan | | SOFR + 4.75%, 9.2% Cash | | 12/22 | | 12/28 | | 637 | | | 591 | | | 591 | | | 0.1 | % | | (6) (7) (15) |
| | Revolver | | SOFR + 4.75%, 9.2% Cash | | 12/22 | | 12/28 | | — | | | (4) | | | (4) | | | — | % | | (6) (7) (15) |
| | Partnership Units (4,673 units) | | N/A | | 12/22 | | N/A | | | | 5 | | | 5 | | | — | % | | (6) (30) |
| | | | | | | | | | 637 | | | 592 | | | 592 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Turbo Buyer, Inc. | | Finance Companies | | First Lien Senior Secured Term Loan | | LIBOR + 6.00%, 10.7% Cash | | 11/21 | | 12/25 | | 8,156 | | | 8,020 | | | 7,901 | | | 1.3 | % | | (6) (7) (9) |
| | | | | | | | | | 8,156 | | | 8,020 | | | 7,901 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Turnberry Solutions, Inc. | | Consumer Cyclical | | First Lien Senior Secured Term Loan | | SOFR + 6.25%, 9.2% Cash | | 07/21 | | 09/26 | | 7,937 | | | 7,818 | | | 7,818 | | | 1.3 | % | | (6) (7) (15) |
| | | | | | | | | | 7,937 | | | 7,818 | | | 7,818 | | | | | |
Barings Capital Investment Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 2022
(Amounts in thousands, except share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company (5) | | Industry | | Investment Type (1)(2) | | Interest | | Acq. Date | | Maturity Date | | Principal Amount | | Cost | | Fair Value | | % of Net Assets * | | Notes |
UKFast Leaders Limited | | Technology | | First Lien Senior Secured Term Loan | | SONIA + 7.25%, 10.8% Cash | | 09/20 | | 09/27 | | $ | 1,003 | | | $ | 1,049 | | | $ | 887 | | | 0.1 | % | | (3) (6) (7) (18) |
| | | | | | | | | | 1,003 | | | 1,049 | | | 887 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Union Bidco Limited | | Healthcare | | First Lien Senior Secured Term Loan | | SONIA + 5.75%, 9.2% Cash | | 06/22 | | 06/29 | | 882 | | | 870 | | | 847 | | | 0.1 | % | | (3) (6) (7) (18) |
| | | | | | | | | | 882 | | | 870 | | | 847 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
United Therapy Holding III GmbH | | Healthcare | | First Lien Senior Secured Term Loan | | EURIBOR + 5.50%, 8.3% Cash | | 04/22 | | 03/29 | | 1,230 | | | 1,184 | | | 1,180 | | | 0.2 | % | | (3) (6) (7) (13) |
| | | | | | | | | | 1,230 | | | 1,184 | | | 1,180 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Utac Ceram | | Business Services | | First Lien Senior Secured Term Loan | | EURIBOR + 6.00%, 8.2% Cash | | 09/20 | | 09/27 | | 747 | | | 825 | | | 740 | | | 0.1 | % | | (3) (6) (7) (12) |
| | First Lien Senior Secured Term Loan | | LIBOR + 5.25%, 8.9% Cash | | 02/21 | | 09/27 | | 364 | | | 364 | | | 360 | | | 0.1 | % | | (3) (6) (7) (9) |
| | | | | | | | | | 1,111 | | | 1,189 | | | 1,100 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Victoria Bidco Limited | | Industrial Machinery | | First Lien Senior Secured Term Loan | | SONIA + 6.50%, 7.7% Cash | | 03/22 | | 01/29 | | 7,041 | | | 7,694 | | | 6,844 | | | 1.1 | % | | (3) (6) (7) (19) |
| | First Lien Senior Secured Term Loan | | SONIA + 6.50%, 8.7% Cash | | 03/22 | | 01/29 | | 722 | | | 709 | | | 702 | | | 0.1 | % | | (3) (6) (7) (18) |
| | | | | | | | | | 7,763 | | | 8,403 | | | 7,546 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
VistaJet Pass Through Trust 2021-1B | | Airlines | | Structured Secured Note - Class B | | 6.3% Cash | | 11/21 | | 2/29 | | 9,286 | | | 9,286 | | | 7,584 | | | 1.3 | % | | (6) |
| | | | | | | | | | 9,286 | | | 9,286 | | | 7,584 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Vital Buyer, LLC | | Technology | | First Lien Senior Secured Term Loan | | LIBOR + 5.50%, 10.2% Cash | | 06/21 | | 06/28 | | 12,485 | | | 12,281 | | | 12,485 | | | 2.1 | % | | (6) (7) (9) |
| | Partnership Units (16,442.9 units) | | N/A | | 06/21 | | N/A | | | | 164 | | | 293 | | | — | % | | (6) (30) |
| | | | | | | | | | 12,485 | | | 12,445 | | | 12,778 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
W2O Holdings, Inc. | | Healthcare Technology | | First Lien Senior Secured Term Loan | | LIBOR + 4.75%, 9.5% Cash | | 10/20 | | 06/25 | | 1,348 | | | 1,334 | | | 1,335 | | | 0.2 | % | | (6) (7) (9) |
| | | | | | | | | | 1,348 | | | 1,334 | | | 1,335 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Wheels Up Experience Inc | | Transportation Services | | First Lien Senior Secured Term Loan | | 12.0% Cash | | 10/22 | | 04/31 | | 9,000 | | | 8,648 | | | 8,768 | | | 1.5 | % | | (6) |
| | | | | | | | | | 9,000 | | | 8,648 | | | 8,768 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Willis Engine Structured Trust VI | | Structured Finance | | Structured Secured Note - Series 2021-1 Class C | | 7.4% Cash | | 05/21 | | 05/46 | | 2,163 | | | 2,163 | | | 1,767 | | | 0.3 | % | | |
| | | | | | | | | | 2,163 | | | 2,163 | | | 1,767 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Woodland Foods, LLC | | Food & Beverage | | First Lien Senior Secured Term Loan | | LIBOR + 5.75%, 10.5% Cash | | 12/21 | | 12/27 | | 3,336 | | | 3,279 | | | 2,992 | | | 0.5 | % | | (6) (7) (9) |
| | Revolver | | LIBOR + 5.75%, 10.5% Cash | | 12/21 | | 12/27 | | 835 | | | 817 | | | 727 | | | 0.1 | % | | (6) (7) (9) |
| | Common Stock (777.3 shares) | | N/A | | 12/21 | | N/A | | | | 777 | | | 473 | | | 0.1 | % | | (6) (30) |
| | | | | | | | | | 4,171 | | | 4,873 | | | 4,192 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
WWEC Holdings III Corp | | Capital Goods | | First Lien Senior Secured Term Loan | | SOFR + 6.00%, 10.6% Cash | | 10/22 | | 09/28 | | 5,390 | | | 5,233 | | | 5,226 | | | 0.9 | % | | (6) (7) (15) |
| | Revolver | | SOFR + 6.00%, 10.6% Cash | | 10/22 | | 09/28 | | 419 | | | 397 | | | 396 | | | 0.1 | % | | (6) (15) |
| | | | | | | | | | 5,809 | | | 5,630 | | | 5,622 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Xeinadin Bidco Limited | | Financial Other | | First Lien Senior Secured Term Loan | | SONIA + 5.25%, 8.2% Cash | | 05/22 | | 05/29 | | 5,365 | | | 5,339 | | | 5,188 | | | 0.9 | % | | (3) (6) (7) (18) |
| | Subordinated Term Loan | | 11.0% PIK | | 05/22 | | 05/29 | | 1,895 | | | 1,889 | | | 1,844 | | | 0.3 | % | | (3) (6) |
| | Common Stock (177,141 shares) | | N/A | | 05/22 | | N/A | | | | 226 | | | 220 | | | — | % | | (3) (6) (30) |
| | | | | | | | | | 7,260 | | | 7,454 | | | 7,252 | | | | | |
Barings Capital Investment Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 2022
(Amounts in thousands, except share amounts)
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Portfolio Company (5) | | Industry | | Investment Type (1)(2) | | Interest | | Acq. Date | | Maturity Date | | Principal Amount | | Cost | | Fair Value | | % of Net Assets * | | Notes |
ZB Holdco LLC | | Food & Beverage | | First Lien Senior Secured Term Loan | | LIBOR + 4.75%, 9.5% Cash | | 02/22 | | 02/28 | | $ | 1,342 | | | $ | 1,311 | | | $ | 1,314 | | | 0.2 | % | | (6) (7) (9) |
| | Revolver | | LIBOR + 4.75%, 9.5% Cash | | 02/22 | | 02/28 | | — | | | (7) | | | (6) | | | — | % | | (6) (7) (9) |
| | LLC Units (76.3 units | | N/A | | 02/22 | | 02/28 | | | | 76 | | | 95 | | | — | % | | (6) (30) |
| | | | | | | | | | 1,342 | | | 1,380 | | | 1,403 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Zeppelin Bidco Limited | | Services: Business | | First Lien Senior Secured Term Loan | | SONIA + 6.25%, 9.2% Cash | | 03/22 | | 03/29 | | 2,910 | | | 3,074 | | | 2,581 | | | 0.4 | % | | (3) (6) (7) (17) |
| | | | | | | | | | 2,910 | | | 3,074 | | | 2,581 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Subtotal Non–Control / Non–Affiliate Investments (185.1%) | | | | | | | | 1,118,748 | | | 1,154,788 | | | 1,114,337 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Affiliate Investments: (4) | | | | | | | | | | | | | | | | | | |
Banff Partners LP | | Investment Funds & Vehicles | | 10% Partnership Interest | | N/A | | 03/21 | | N/A | | | | 14,646 | | | 14,730 | | | 2.4 | % | | (3) |
| | | | | | | | | | | | 14,646 | | | 14,730 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Eclipse Business Capital, LLC | | Banking, Finance, Insurance & Real Estate | | Second Lien Senior Secured Term Loan | | 7.5% Cash | | 07/21 | | 07/28 | | 2,246 | | | 2,227 | | | 2,246 | | | 0.4 | % | | (6) |
| | Revolver | | LIBOR + 7.25% | | 07/21 | | 07/28 | | 2,605 | | | 2,552 | | | 2,605 | | | 0.4 | % | | (6) (8) |
| | LLC Units (44,197,541 units) | | N/A | | 07/21 | | N/A | | | | 46,065 | | | 66,738 | | | 11.1 | % | | (6) |
| | | | | | | | | | 4,851 | | | 50,844 | | | 71,589 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Thompson Rivers LLC | | Investment Funds & Vehicles | | 6.6% Member Interest | | N/A | | 06/20 | | N/A | | | | 18,769 | | | 12,537 | | | 2.1 | % | | |
| | | | | | | | | | | | 18,769 | | | 12,537 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Waccamaw River LLC | | Investment Funds & Vehicles | | 20% Member Interest | | N/A | | 02/21 | | N/A | | | | 22,556 | | | 20,212 | | | 3.4 | % | | (3) |
| | | | | | | | | | | | 22,556 | | | 20,212 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Subtotal Affiliate Investments (19.8%) | | | | | | | | 4,851 | | | 106,815 | | | 119,068 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
Total Investments, December 31, 2022 (204.9%)* | | | | | | | | $ | 1,123,599 | | | $ | 1,261,603 | | | $ | 1,233,405 | | | | | |
Barings Capital Investment Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 2022
(Amounts in thousands, except share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Foreign Currency Forward Contracts: | | | | | | | | | | |
Description | | Notional Amount to be Purchased | | Notional Amount to be Sold | | Counterparty | | Settlement Date | | Unrealized Appreciation (Depreciation) |
Foreign currency forward contract (AUD) | | A$39,294 | | $26,337 | | BNP Paribas SA | | 01/09/23 | | $ | 408 | |
Foreign currency forward contract (AUD) | | A$2,000 | | $1,374 | | HSBC Bank USA | | 01/09/23 | | (12) | |
Foreign currency forward contract (AUD) | | $26,835 | | A$41,294 | | HSBC Bank USA | | 01/09/23 | | (1,272) | |
Foreign currency forward contract (AUD) | | $26,797 | | A$39,836 | | BNP Paribas SA | | 04/11/23 | | (420) | |
| | | | | | | | | | |
Foreign currency forward contract (CAD) | | C$6,033 | | $4,435 | | HSBC Bank USA | | 01/09/23 | | 23 | |
Foreign currency forward contract (CAD) | | $4,428 | | C$6,033 | | HSBC Bank USA | | 01/09/23 | | (29) | |
Foreign currency forward contract (CAD) | | $4,301 | | C$5,844 | | HSBC Bank USA | | 04/11/23 | | (22) | |
| | | | | | | | | | |
Foreign currency forward contract (DKK) | | 3,720kr. | | $531 | | Fifth Third Bank | | 01/09/23 | | 4 | |
Foreign currency forward contract (DKK) | | $494 | | 3,720kr. | | HSBC Bank USA | | 01/09/23 | | (42) | |
Foreign currency forward contract (DKK) | | $542 | | 3,770kr. | | Fifth Third Bank | | 04/11/23 | | (4) | |
| | | | | | | | | | |
Foreign currency forward contract (EUR) | | €83,782 | | $88,963 | | BNP Paribas SA | | 01/09/23 | | 711 | |
Foreign currency forward contract (EUR) | | $82,670 | | €83,782 | | HSBC Bank USA | | 01/09/23 | | (7,005) | |
Foreign currency forward contract (EUR) | | $91,411 | | €85,552 | | BNP Paribas SA | | 04/11/23 | | (734) | |
| | | | | | | | | | |
Foreign currency forward contract (GBP) | | £19,224 | | $23,352 | | HSBC Bank USA | | 01/09/23 | | (132) | |
Foreign currency forward contract (GBP) | | $21,343 | | £19,224 | | HSBC Bank USA | | 01/09/23 | | (1,878) | |
Foreign currency forward contract (GBP) | | $19,375 | | £16,013 | | HSBC Bank USA | | 04/11/23 | | (9) | |
| | | | | | | | | | |
Foreign currency forward contract (NZD) | | NZ$9,080 | | $5,707 | | Fifth Third Bank | | 01/09/23 | | 53 | |
Foreign currency forward contract (NZD) | | NZ$3,000 | | $1,936 | | HSBC Bank USA | | 01/09/23 | | (33) | |
Foreign currency forward contract (NZD) | | $6,701 | | NZ$11,738 | | BNP Paribas SA | | 01/09/23 | | (745) | |
Foreign currency forward contract (NZD) | | $213 | | NZ$342 | | HSBC Bank USA | | 01/09/23 | | (4) | |
Foreign currency forward contract (NZD) | | $5,747 | | NZ$9,139 | | Fifth Third Bank | | 04/11/23 | | (54) | |
| | | | | | | | | | |
Foreign currency forward contract (NOK) | | kr19,278 | | $1,960 | | Fifth Third Bank | | 01/09/23 | | — | |
Foreign currency forward contract (NOK) | | $1,767 | | kr18,890 | | BNP Paribas SA | | 01/09/23 | | (153) | |
Foreign currency forward contract (NOK) | | $39 | | kr388 | | HSBC Bank USA | | 01/09/23 | | — | |
Foreign currency forward contract (NOK) | | $1,970 | | kr19,301 | | Fifth Third Bank | | 04/11/23 | | — | |
Foreign currency forward contract (NOK) | | $74 | | kr725 | | HSBC Bank USA | | 04/11/23 | | — | |
| | | | | | | | | | |
Foreign currency forward contract (CHF) | | 1,423Fr. | | $1,537 | | HSBC Bank USA | | 01/09/23 | | 3 | |
Foreign currency forward contract (CHF) | | $1,262 | | 1,223Fr. | | BNP Paribas SA | | 01/09/23 | | (62) | |
Foreign currency forward contract (CHF) | | $206 | | 200Fr. | | HSBC Bank USA | | 01/09/23 | | (10) | |
Foreign currency forward contract (CHF) | | $1,552 | | 1,422Fr. | | HSBC Bank USA | | 04/11/23 | | (2) | |
Total Foreign Currency Forward Contracts, December 31, 2022 | | | | | | $ | (11,420) | |
* 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. A majority of the variable rate loans in the Company’s investment portfolio bear interest at a rate that may be determined by reference to LIBOR, EURIBOR, NIBOR, BBSY, CDOR, SONIA, BKBM, SARON, SOFR or an alternate Base Rate (commonly based on the Federal Funds Rate or the Prime Rate), which typically reset semi-annually, quarterly, or monthly at the borrower’s option. 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 204.9% 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 25.8% 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).
(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:
Barings Capital Investment Corporation
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 Value | Amount of Interest or Dividends Credited to Income(c) |
Portfolio Company | Type of Investment |
Banff Partners LP | 10% Partnership Interest | $ | 12,859 | | $ | 2,000 | | $ | — | | $ | — | | $ | (129) | | $ | 14,730 | | $ | 940 | |
| 12,859 | | 2,000 | | — | | — | | (129) | | 14,730 | | 940 | |
| | | | | | | | |
Eclipse Business Capital, LLC (d) | Second Lien Senior Secured Term Loan (7.5% Cash) | 2,341 | | 3 | | — | | — | | (98) | | 2,246 | | 169 | |
Revolver (LIBOR + 7.25%) | 898 | | 2,615 | | (899) | | — | | (9) | | 2,605 | | 239 | |
LLC Units (44,197,541 units) | 45,789 | | 1,669 | | — | | — | | 19,280 | | 66,738 | | 5,546 | |
| 49,028 | | 4,287 | | (899) | | — | | 19,173 | | 71,589 | | 5,954 | |
| | | | | | | | |
Thompson Rivers LLC | 6.6% Member Interest | 34,893 | | 31 | | (13,549) | | — | | (8,838) | | 12,537 | | 3,775 | |
| 34,893 | | 31 | | (13,549) | | — | | (8,838) | | 12,537 | | 3,775 | |
| | | | | | | | |
Waccamaw River LLC | 20% Member Interest | 13,501 | | 8,800 | | (39) | | 39 | | (2,089) | | 20,212 | | 1,850 | |
| 13,501 | | 8,800 | | (39) | | 39 | | (2,089) | | 20,212 | | 1,850 | |
| | | | | | | | |
Total Affiliate Investments | $ | 110,281 | | $ | 15,118 | | $ | (14,487) | | $ | 39 | | $ | 8,117 | | $ | 119,068 | | $ | 12,519 | |
(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.
(5)Some or all of the investment is or will be encumbered as security for the ING Credit Facility.
(6)The fair value of the investment was determined using significant unobservable inputs.
(7)Debt investment includes interest rate floor feature.
(8)The interest rate on these loans is subject to 1 Month LIBOR, which as of December 31, 2022 was 4.39157%.
(9)The interest rate on these loans is subject to 3 Month LIBOR, which as of December 31, 2022 was 4.76729%.
(10)The interest rate on these loans is subject to 6 Month LIBOR, which as of December 31, 2022 was 5.13886%.
(11)The interest rate on these loans is subject to 1 Month EURIBOR, which as of December 31, 2022 was 1.88400%.
(12)The interest rate on these loans is subject to 3 Month EURIBOR, which as of December 31, 2022 was 2.13200%.
(13)The interest rate on these loans is subject to 6 Month EURIBOR, which as of December 31, 2022 was 2.69300%.
(14)The interest rate on these loans is subject to 1 Month SOFR, which as of December 31, 2022 was 4.35806%.
(15)The interest rate on these loans is subject to 3 Month SOFR, which as of December 31, 2022 was 4.58745%.
(16)The interest rate on these loans is subject to 6 Month SOFR, which as of December 31, 2022 was 4.78131%.
(17)The interest rate on these loans is subject to 1 Month SONIA, which as of December 31, 2022 was 3.43570%.
(18)The interest rate on these loans is subject to 3 Month SONIA, which as of December 31, 2022 was 3.75470%.
(19)The interest rate on these loans is subject to 6 Month SONIA, which as of December 31, 2022 was 4.09490%.
(20)The interest rate on these loans is subject to 1 Month BBSY, which as of December 31, 2022 was 3.01500%.
(21)The interest rate on these loans is subject to 3 Month BBSY, which as of December 31, 2022 was 3.26470%.
(22)The interest rate on these loans is subject to 6 Month BBSY, which as of December 31, 2022 was 3.76500%.
(23)The interest rate on these loans is subject to 1 Month CDOR, which as of December 31, 2022 was 4.73750%.
(24)The interest rate on these loans is subject to 3 Month CDOR, which as of December 31, 2022 was 4.93500%.
(25)The interest rate on these loans is subject to 3 Month BKBM, which as of December 31, 2022 was 4.53000%.
(26)The interest rate on these loans is subject to 6 Month SARON, which as of December 31, 2022 was 0.942120%.
(27)The interest rate on these loans is subject to 1 Month NIBOR, which as of December 31, 2022 was 3.04000%.
(28)The interest on these loans is subject to Prime, which as of December 31, 2022 was 7.50000%.
(29)Non-accrual investment.
(30)Investment is non-income producing.
See accompanying notes.
Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements
1. ORGANIZATION, BUSINESS, AND BASIS OF PRESENTATION
Organization and Business
The Company was formed on February 20, 2020 as a Maryland limited liability company and converted to a Maryland corporation on April 28, 2020. On July 13, 2020, the Company commenced operations and made its first portfolio company investment. The Company is an externally managed, non-diversified closed-end management investment company that has elected to be regulated as a business development company (“BDC”) under the 1940 Act. In addition, the Company has elected to be treated and intends to qualify annually as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”).
Description of Business
The Company is a financial services company that primarily lends to and invests in senior secured private debt investments in well-established middle-market businesses that operate across a wide range of industries. The Company is externally managed by Barings, an investment adviser that is registered with the Securities and Exchange Commission (the “SEC”) under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). The Adviser, a wholly-owned subsidiary of Massachusetts Mutual Life Insurance Company (“MassMutual”), is a leading global asset management firm, with $352.0 billion in assets under management as of June 30, 2023.
Basis of Presentation
The financial statements of the Company include the accounts of Barings Capital Investment Corporation 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.
Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
2. AGREEMENTS AND RELATED PARTY TRANSACTIONS
Investment Advisory Agreement
On June 24, 2020, the Company entered into an investment advisory agreement (the “Advisory Agreement”)
with the Adviser. Pursuant to the 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 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 Advisory Agreement or otherwise as an investment adviser of the Company. The Adviser’s services under the 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 Advisory Agreement is not adversely affected.
The Adviser has retained its indirect, wholly-owned subsidiary, Baring International Investment Limited (“BIIL”), as a sub-adviser to manage European investments for the Company. BIIL is an investment adviser registered with the SEC in the United States and the Financial Conduct Authority in the United Kingdom with its principal office located in London, England. As of June 30, 2023, BIIL had approximately £15.1 billion in assets under management.
Under the 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 at an annual rate of 0.15% of the Company’s gross assets, including assets purchased with borrowed funds or other forms of leverage but excluding (i) cash and cash equivalents (as defined below) and (ii) net unsettled purchases and sales of investments. For services rendered under the Advisory Agreement, the Base Management Fee is payable quarterly in arrears. The Base Management Fee is calculated based on the average value of the Company’s gross assets at the end of the two most recently completed calendar quarters (including the quarter for which such fees are being calculated) and appropriately adjusted for any share issuances or repurchases during the quarter. For the Company’s first quarter, the Base Management Fee was calculated based on the value of the Company’s gross assets as of such quarter-end. The Base Management Fee for any partial quarter is appropriately pro-rated. For purposes of the Advisory Agreement, “cash equivalents” means U.S. government securities, money market fund investments, commercial paper instruments and other similar cash equivalent investments maturing within one year of purchase.
For the three and six months ended June 30, 2023, the Base Management Fees determined in accordance with the terms of the Advisory Agreement were approximately $0.5 million and $1.0 million, respectively. For the three and six months ended June 30, 2022, the Base Management Fees determined in accordance with the terms of the Advisory Agreement were approximately $0.4 million and $0.8 million, respectively. As of June 30, 2023, the Base Management Fee of $0.5 million for the three months ended June 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 $0.4 million for the three months ended December 31, 2022 was unpaid and included in “Base management fees payable” in the accompanying Consolidated Balance Sheet.
Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
The Incentive Fee
The Incentive Fee consists of two parts: (i) an incentive fee based on pre-incentive fee net investment income (the “Income-Based Fee”) and (ii) an incentive fee based on capital gains (the “Capital Gains Fee”), which are described in more detail below.
Income-Based Fee
The Income-Based Fee is payable quarterly in arrears to the extent the Company’s Pre-Incentive Fee Net Investment Income (as defined below) for the most recently completed calendar quarter divided by the Company’s net assets as of the end of such calendar quarter (defined as total assets less indebtedness and before taking into account any Income-Based Fees and Capital Gains Fees payable during the calendar quarter, and appropriately adjusted for any share issuances or repurchases during the calendar quarter) (the “PIFNII Return”) exceeds the Hurdle Rate (as defined below) and is an amount less than or equal to the Incentive Fee Cap (as defined below). The Income-Based Fee is calculated as follows:
(a) No Income-Based Fee in any calendar quarter in which the PIFNII Return does not exceed the Hurdle Rate;
(b) 25% of Pre-Incentive Fee Net Investment Income with respect to that portion of the PIFNII Return that exceeds the Hurdle Rate but is less than or equal to the Catch-Up Hurdle Rate (as defined below) for such calendar quarter, which is referred to as the “Catch-Up”. The Catch-Up is intended to provide the Adviser with an Income-Based Fee equal to 12.5% of all of our Pre-Incentive Fee Net Investment Income if the Company’s PIFNII Return equals or exceeds the quarterly Catch-Up Hurdle Rate in any calendar quarter; plus
(c) 12.5% of all Pre-Incentive Fee Net Investment Income with respect to that portion of the PIFNII Return that exceeds the Catch-Up Hurdle Rate.
The Income-Based Fee paid to the Adviser is subject to the Incentive Fee Cap.
(a) In any quarter that the Incentive Fee Cap is zero or a negative value, the Company pays no Income-Based Fee to the Adviser for such quarter.
(b) In any quarter that the Incentive Fee Cap for such quarter is a positive value but is less than the Income-Based Fee that is payable to the Adviser for such quarter (before giving effect to the Incentive Fee Cap), the Company pays an Income-Based Fee to the Adviser equal to the Incentive Fee Cap for such quarter.
(c) In any quarter that the Incentive Fee Cap for such quarter is equal to or greater than the Income-Based Fee that is payable to the Adviser for such quarter (before giving effect to the Incentive Fee Cap), the Company pays an Income-Based Fee to the Adviser equal to the Income-Based Fee calculated as described above for such quarter without regard to the Incentive Fee Cap.
For purposes of the calculation of the Income-Based Fee, the following terms have the following meaning:
• “Hurdle Rate” for any calendar quarter means one fourth of the average daily Floating Rate over the applicable quarter.
• “Floating Rate” means, initially, the three-month LIBOR; provided that if a Floating Rate Transition Event and its related Floating Rate Replacement Date have occurred with respect to LIBOR, then “Floating Rate” means the Replacement Rate. In the event that the Floating Rate is a negative value, then the Floating Rate shall be zero. Beginning with the quarter ended June 30, 2023, the Floating Rate means the Replacement Rate following the occurrence of a Floating Rate Transition Event and its related Floating Rate Replacement Date.
• “Floating Rate Transition Event” means the occurrence of one or more of the following events with respect to the Floating Rate:
1. a public statement or publication of information by or on behalf of the administrator of the Floating Rate announcing that the administrator has ceased or will cease to provide the Floating Rate permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Floating Rate;
2. a public statement or publication of information by the regulatory supervisor for the administrator of the Floating Rate, the central bank for the currency of the Floating Rate, an insolvency official with jurisdiction over the administrator for the Floating Rate, a resolution authority with jurisdiction over the
Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
administrator for the Floating Rate or a court or an entity with similar insolvency or resolution authority over the administrator for the Floating Rate, which states that the administrator of the Floating Rate has ceased or will cease to provide the Floating Rate permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Floating Rate; or
3. a public statement or publication of information by the regulatory supervisor for the administrator of the Floating Rate announcing that the Floating Rate is no longer representative.
• “Floating Rate Replacement Date” means:
1. in the case of clause (1) or (2) of the definition of “Floating Rate Transition Event,” the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of the relevant Floating Rate permanently or indefinitely ceases to provide such Floating Rate; or
2. in the case of clause (3) of the definition of “Floating Rate Transition Event,” the date of the public statement or publication of information.
• “Replacement Rate” means the first alternative set forth in the order below that can be determined as of the Floating Rate Replacement Date.
1. the sum of: (a) Term SOFR and (b) the Benchmark Replacement Adjustment; and
2. the sum of: (a) Compounded SOFR and (b) the applicable Benchmark Replacement Adjustment.
If a Replacement Rate is selected pursuant to clause (2) above, then each calendar quarter following such selection, if a redetermination of the Replacement Rate on such date would result in the selection of a Replacement Rate under clause (1) above, then (x) the Replacement Rate shall be redetermined on such date utilizing Term SOFR and (y) such redetermined Replacement Rate shall become the Floating Rate on or after such date. If redetermination of the Replacement Rate on such date as described in the preceding sentence would not result in the selection of a Replacement Rate under clause (1), then the Floating Rate shall remain the Replacement Rate as previously determined pursuant to clause (2) above.
• “Term SOFR” means the forward-looking term rate for the applicable Corresponding Tenor based on SOFR that has been selected or recommended by the Relevant Governmental Body.
• “Compounded SOFR” means the compounded average of SOFR for the applicable Corresponding Tenor, with the rate, or methodology for this rate, and conventions for this rate (which, for example, may be compounded in arrears with a lookback and/or suspension period as a mechanism to determine the interest amount payable for the applicable calendar quarter or compounded in advance) being established in accordance with the rate, or methodology for this rate, and conventions for this rate selected or recommended by the Relevant Governmental Body for determining compounded SOFR.
• “SOFR” means with respect to any day means the Secured Overnight Financing Rate published for such day by the Federal Reserve Bank of New York, as the administrator of the benchmark, (or a successor administrator) on the Federal Reserve Bank of New York’s Website.
• “Corresponding Tenor” with respect to a Replacement Rate means a tenor (or observation period) having approximately the same length (disregarding business day adjustment) as the applicable tenor (or observation period) for the then-current Floating Rate.
• “Benchmark Replacement Adjustment” means the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected or recommended by the Relevant Governmental Body for the transition to the applicable Floating Rate.
• “Relevant Governmental Body” means the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto.
• “Catch-Up Hurdle Rate” for any calendar quarter means a rate that is equal to 200% of the Hurdle Rate.
• “Incentive Fee Cap” means for any calendar quarter an amount equal to (a) 12.5% of the Cumulative Net Return (as defined below) minus (b) the aggregate Income-Based Fee that was paid in respect of the period ending
Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
with the calendar quarter immediately preceding the most recently completed calendar quarter (or the portion thereof) included in the period for calculation of the Cumulative Net Return.
• “Cumulative Net Return” means (x) the aggregate Pre-Incentive Fee Net Investment Income in respect of either (i) the trailing twelve calendar quarters ending with the calendar quarter in which the Income-Based Fee is calculated or (ii) prior to the end of the twelfth calendar quarter after the effective date of the Advisory Agreement, the period from the effective date of the Advisory Agreement through the last day of the calendar quarter for which the Income-Based Fee is calculated minus (y) any Net Capital Loss (as defined below), if any, in respect of the relevant period.
• “Net Capital Loss” in respect of a particular period means the difference, if positive, between (i) aggregate capital losses, whether realized or unrealized, in such period and (ii) aggregate capital gains, whether realized or unrealized, in such period.
• “Pre-Incentive Fee Net Investment Income” in respect of a period means interest income, dividend income and any other income (including any other fees such as commitment, origination, structuring, diligence and consulting fees or other fees that we receive from portfolio companies) accrued during the calendar quarter, minus operating expenses for the quarter (including the Base Management Fee, any expenses payable under the administration agreement between the Company and the Adviser (the “Administration Agreement”), and any interest expense and dividends paid on any outstanding preferred stock, but excluding the incentive fee). Pre-Incentive Fee Net Investment Income includes, in the case of investments with a deferred interest feature such as market discount, original issue discount (“OID”), debt instruments with payment-in-kind (“PIK”) interest, preferred stock with PIK dividends and zero-coupon securities, accrued income that the Company has not yet received in cash.
Capital Gains Fee
The Capital Gains Fee is determined and payable in arrears as of the end of each calendar year (or upon a liquidity event or a termination of the Advisory Agreement), and will equal 12.5% of the Company’s realized capital gains, if any, on a cumulative basis from inception through the end of the calendar year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid Capital Gains Fees. If such amount is zero or negative, then no Capital Gains Fee is payable for such year.
While the Advisory Agreement neither includes nor contemplates the inclusion of unrealized gains in the calculation of the capital gains incentive fee, as required by U.S. GAAP, the Company accrues capital gains incentive fees on unrealized gains. This accrual reflects the incentive fees that would be payable to the Adviser if the Company’s entire investment portfolio was liquidated at its fair value as of the balance sheet date even though the Adviser is not entitled to an incentive fee with respect to unrealized gains unless and until such gains are actually realized. There can be no assurance that such unrealized capital appreciation will be realized in the future.
For the three and six months ended June 30, 2023, the Income-Based Fees determined in accordance with the terms of the Advisory Agreement were $3.0 million and $5.7 million, respectively. For the three and six months ended June 30, 2022, the Income-Based Fees determined in accordance with the terms of the Advisory Agreement were $2.1 million and $3.9 million, respectively. As of June 30, 2023, the Income-Based Fee of $3.0 million for the three months ended June 30, 2023 was unpaid and included in “Incentive management fees payable” in the accompanying Unaudited Consolidated Balance Sheet. As of December 31, 2022, the Incentive-Based Fee of $0.8 million for the three months ended December 31, 2022 was unpaid and included in “Incentive management fees payable” in the accompanying Consolidated Balance Sheet.
For the three and six months ended June 30, 2023, the Company did not accrue any Capital Gains Fees. For the three and six months ended June 30, 2022, the Company reduced the Capital Gains Fees accrual by $1.7 million and $1.1 million, respectively.
The Advisory Agreement had an initial term of two years. Thereafter, it continues automatically for successive one-year periods, provided that such continuance is specifically approved at least annually by (i) the vote of the Board, or by the vote of a majority of the outstanding voting securities of the Company and (ii) the vote of a majority of the directors who are not “interested persons” as defined in Section 2(a)(19) of the 1940 Act. The Advisory Agreement may be terminated at any time, without the payment of any penalty, upon 60 days’ written notice, (i) by the vote of a majority of the outstanding voting securities of the Company or (ii) by the vote of the Board, or (iii) by the Adviser upon 90 days’ written notice. The Advisory Agreement will automatically terminate in the event of its “assignment” (as such term is defined for purposes of Section 15(a)(4) of the 1940 Act).
Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Payment of Expenses
All investment professionals of Barings and its staff, when and to the extent engaged in providing investment advisory and management services under the Advisory Agreement, and the compensation and routine overhead expenses of such personnel allocable to such services, are provided and paid for by Barings and not by the Company. The Company bears all other costs and expenses of its operations and transactions, including, without limitation, those relating to:
•organizational and offering expenses;
•investment advisory and management fees payable under the Advisory Agreement;
•all other non-investment advisory expenses incurred by the Company or Barings in connection with administering the Company’s business (including payments under the Administration Agreement based upon the Company’s allocable portion of Barings’ overhead in performing its obligations under the Administration Agreement, including rent and the allocable portion of the cost of the Company’s Chief Financial Officer and Chief Compliance Officer and their respective staffs); and
•all other expenses of the Company’s operations and transactions, including those listed in the Advisory Agreement.
Administration Agreement
On June 24, 2020, the Company entered into the Administration Agreement with the Adviser. Under the terms of the Administration Agreement, the Adviser also provides the administrative services necessary for the Company to operate (in such capacity, the “Administrator”), including, but not limited to, office facilities, equipment, clerical, bookkeeping and record-keeping services at such office facilities and such other services as the Administrator, 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 Administrator 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, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable.
The Company reimburses 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 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 Administrator on behalf of the Company under the Administration Agreement include, but are not limited to:
• the allocable portion of the Administrator’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 Administrator 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 filings with the SEC 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 six months ended June 30, 2023, the Company incurred and was invoiced by the Administrator expenses of approximately $0.2 million and $0.5 million, respectively. For the three and six months ended June 30, 2022, the Company
Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
incurred and was invoiced by the Administrator expenses of approximately $0.3 million and $0.7 million, respectively. As of June 30, 2023, the administrative expenses of $0.2 million incurred during the three months ended June 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 $0.3 million incurred during the three months ended December 31, 2022 were unpaid and included in “Administrative fees payable” in the accompanying Consolidated Balance Sheet.
The Administration Agreement had an initial term of two years and thereafter continues automatically for successive one-year periods so long as such continuance is specifically approved at least annually by the Board, including a majority of the directors who are not “interested persons” as defined in Section 2(a)(19) of the 1940 Act. The Administration Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board, or by the Adviser, upon 90 days’ written notice to the other party. The Administration Agreement may not be assigned by a party without the consent of the other party.
3. INVESTMENTS
Portfolio Composition
The Company predominately invests in senior secured private debt investments in well-established middle-market businesses that operate across a wide range of industries, as well as syndicated senior secured loans, structured products, bonds and other fixed income securities. Structured products include collateralized loan obligations and asset-backed securities. The Adviser’s existing SEC co-investment exemptive relief under the 1940 Act permits the Company and the Adviser’s affiliated private funds and SEC regulated funds to co-invest in loans originated by the Adviser, which allows the Adviser to efficiently implement its senior secured private debt investment strategy for the Company.
The cost basis of the Company’s debt investments includes any unamortized purchased premium or discount, unamortized loan origination fees and PIK interest, if any. Summaries of the composition of the Company’s investment portfolio at cost and fair value, and as a percentage of total investments and net assets, are shown in the following tables:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
($ in thousands) | Cost | | Percentage of Total Portfolio | | Fair Value | | Percentage of Total Portfolio | | Percentage of Total Net Assets |
June 30, 2023: | | | | | | | | | |
Senior debt and 1st lien notes | $ | 973,737 | | | 73 | % | | $ | 946,575 | | | 73 | % | | 151 | % |
Subordinated debt and 2nd lien notes | 125,086 | | | 10 | | | 121,548 | | | 9 | | | 19 | |
Structured products | 30,746 | | | 2 | | | 26,914 | | | 2 | | | 4 | |
Equity shares | 146,284 | | | 11 | | | 171,725 | | | 13 | | | 28 | |
Equity warrants | 70 | | | — | | | 526 | | | — | | | — | |
Investments in joint ventures | 51,981 | | | 4 | | | 42,157 | | | 3 | | | 7 | |
| | | | | | | | | |
| $ | 1,327,904 | | | 100 | % | | $ | 1,309,445 | | | 100 | % | | 209 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
($ in thousands) | Cost | | Percentage of Total Portfolio | | Fair Value | | Percentage of Total Portfolio | | Percentage of Total Net Assets |
December 31, 2022: | | | | | | | | | |
Senior debt and 1st lien notes | $ | 950,985 | | | 75 | % | | $ | 920,219 | | | 75 | % | | 153 | % |
Subordinated debt and 2nd lien notes | 127,970 | | | 10 | | | 123,244 | | | 10 | | | 20 | |
Structured products | 32,015 | | | 3 | | | 28,321 | | | 2 | | | 5 | |
Equity shares | 94,592 | | | 8 | | | 113,666 | | | 9 | | | 19 | |
Equity warrants | 70 | | | — | | | 476 | | | — | | | — | |
Investments in joint ventures | 55,971 | | | 4 | | | 47,479 | | | 4 | | | 8 | |
| | | | | | | | | |
| $ | 1,261,603 | | | 100 | % | | $ | 1,233,405 | | | 100 | % | | 205 | % |
During the three months ended June 30, 2023, the Company made three new investments totaling $4.8 million, made investments in existing portfolio companies totaling $24.1 million and made additional investments in existing joint venture equity portfolio companies totaling $2.5 million. During the six months ended June 30, 2023, the Company made 13 new investments totaling $41.7 million, made investments in existing portfolio companies totaling $43.7 million, made additional investments in joint venture equity portfolio companies totaling $2.5 million and made a $45.0 million equity co-investment
Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
alongside certain affiliates in a portfolio company that specializes in providing financing to plaintiff law firms engaged in mass tort and other civil litigation.
During the three months ended June 30, 2022, the Company made 24 new investments totaling $96.5 million, made investments in existing portfolio companies totaling $67.8 million and made additional investments in joint venture equity portfolio companies totaling $2.1 million. During the six months ended June 30, 2022, the Company made 45 new investments totaling $237.0 million, made investments in existing portfolio companies totaling $71.0 million and made additional investments in joint venture equity portfolio companies totaling $10.8 million.
Industry Composition
The industry composition of investments at fair value at June 30, 2023 and December 31, 2022 was as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
($ in thousands) | June 30, 2023 | | December 31, 2022 |
Aerospace and Defense | $ | 82,938 | | | 6.3 | % | | $ | 69,976 | | | 5.7 | % |
Automotive | 17,134 | | | 1.3 | | | 16,920 | | | 1.4 | |
Banking, Finance, Insurance and Real Estate | 212,643 | | | 16.2 | | | 164,399 | | | 13.3 | |
Beverage, Food and Tobacco | 38,011 | | | 2.9 | | | 37,156 | | | 3.0 | |
Capital Equipment | 46,132 | | | 3.5 | | | 42,407 | | | 3.4 | |
Chemicals, Plastics, and Rubber | 24,140 | | | 1.9 | | | 28,445 | | | 2.3 | |
Construction and Building | 9,299 | | | 0.7 | | | 10,146 | | | 0.8 | |
Consumer Goods: Durable | 23,463 | | | 1.8 | | | 22,888 | | | 1.9 | |
Consumer Goods: Non-durable | 8,872 | | | 0.7 | | | 9,078 | | | 0.7 | |
Containers, Packaging and Glass | 23,069 | | | 1.8 | | | 23,430 | | | 1.9 | |
| | | | | | | |
| | | | | | | |
Energy: Oil and Gas | 2,597 | | | 0.2 | | | 2,742 | | | 0.2 | |
Environmental Industries | 29,516 | | | 2.3 | | | 29,343 | | | 2.4 | |
Healthcare and Pharmaceuticals | 115,949 | | | 8.9 | | | 105,574 | | | 8.6 | |
High Tech Industries | 127,289 | | | 9.7 | | | 129,594 | | | 10.5 | |
Hotel, Gaming and Leisure | 18,791 | | | 1.4 | | | 18,221 | | | 1.5 | |
Investment Funds and Vehicles | 42,157 | | | 3.2 | | | 47,479 | | | 3.8 | |
Media: Advertising, Printing and Publishing | 33,356 | | | 2.5 | | | 33,725 | | | 2.7 | |
Media: Broadcasting and Subscription | 13,244 | | | 1.0 | | | 13,068 | | | 1.1 | |
Media: Diversified and Production | 26,985 | | | 2.1 | | | 25,862 | | | 2.1 | |
Metals and Mining | 9,980 | | | 0.8 | | | 9,923 | | | 0.8 | |
| | | | | | | |
Services: Business | 208,234 | | | 15.9 | | | 204,822 | | | 16.6 | |
Services: Consumer | 65,490 | | | 5.0 | | | 62,441 | | | 5.1 | |
Structured Products | 34,181 | | | 2.6 | | | 33,387 | | | 2.7 | |
Telecommunications | 17,541 | | | 1.3 | | | 15,795 | | | 1.3 | |
Transportation: Cargo | 69,377 | | | 5.3 | | | 63,654 | | | 5.2 | |
Transportation: Consumer | 1,800 | | | 0.1 | | | 5,442 | | | 0.4 | |
Utilities: Electric | 7,257 | | | 0.6 | | | 7,488 | | | 0.6 | |
| | | | | | | |
| | | | | | | |
Total | $ | 1,309,445 | | | 100.0 | % | | $ | 1,233,405 | | | 100.0 | % |
Banff Partners LP
On February 18, 2021, the Company established a joint venture, Banff Partners LP (“Banff”), with a controlled affiliate of Alberta Investment Management Corporation to invest in senior secured, middle-market, private debt investments, syndicated senior secured loans and structured product investments. During the six months ended June 30, 2023, the Company held a 10.0% partnership interest in Banff. As of June 30, 2023, the cost and fair value of the Company’s investment in Banff was $14.6 million and $15.5 million, respectively. As of December 31, 2022, the cost and fair value of the Company's investment in Banff was $14.6 million and $14.7 million, respectively.
Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
The total value of Banff’s investment portfolio was $152.7 million as of June 30, 2023, as compared to $159.5 million as of December 31, 2022. As of June 30, 2023, Banff’s investments had an aggregate cost of $158.5 million, as compared to $167.8 million as of December 31, 2022. As of June 30, 2023 and December 31, 2022, the Banff investment portfolio consisted of the following investments:
| | | | | | | | | | | | | | | | | | | | | | | |
($ in thousands) | Cost | | Percentage of Total Portfolio | | Fair Value | | Percentage of Total Portfolio |
June 30, 2023: | | | | | | | |
Senior debt and 1st lien notes | $ | 154,604 | | | 98 | % | | $ | 148,801 | | | 97 | % |
Subordinated debt and 2nd lien notes | 3,911 | | | 2 | | | 3,932 | | | 3 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| $ | 158,515 | | | 100 | % | | $ | 152,733 | | | 100 | % |
December 31, 2022: | | | | | | | |
Senior debt and 1st lien notes | $ | 163,928 | | | 98 | % | | $ | 155,695 | | | 98 | % |
Subordinated debt and 2nd lien notes | 3,905 | | | 2 | | | 3,828 | | | 2 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| $ | 167,833 | | | 100 | % | | $ | 159,523 | | | 100 | % |
As of June 30, 2023 and December 31, 2022, the weighted average yield on the principal amount of Banff’s outstanding debt investments was approximately 10.1% and 8.9%, respectively.
The industry composition of Banff’s investments at fair value at June 30, 2023 and December 31, 2022, was as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
($ in thousands) | June 30, 2023 | | December 31, 2022 |
Aerospace and Defense | $ | 14,974 | | | 9.8 | % | | $ | 14,758 | | | 9.3 | % |
| | | | | | | |
Banking, Finance, Insurance and Real Estate | 22,715 | | | 14.9 | | | 21,747 | | | 13.6 | |
Beverage, Food and Tobacco | 7,476 | | | 4.8 | | | 5,718 | | | 3.6 | |
| | | | | | | |
Chemicals, Plastics, and Rubber | 1,269 | | | 0.8 | | | 1,269 | | | 0.8 | |
Construction and Building | 1,340 | | | 0.9 | | | 1,490 | | | 0.9 | |
Consumer Goods: Durable | 1,734 | | | 1.1 | | | 1,886 | | | 1.2 | |
Consumer Goods: Non-durable | 6,017 | | | 3.8 | | | 5,958 | | | 3.7 | |
Containers, Packaging and Glass | 6,613 | | | 4.3 | | | 6,450 | | | 4.0 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Healthcare and Pharmaceuticals | 17,118 | | | 11.2 | | | 17,003 | | | 10.7 | |
High Tech Industries | 17,100 | | | 11.2 | | | 17,086 | | | 10.7 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Media: Diversified and Production | 2,356 | | | 1.5 | | | 2,234 | | | 1.4 | |
| | | | | | | |
| | | | | | | |
Services: Business | 29,728 | | | 19.5 | | | 39,363 | | | 24.7 | |
Services: Consumer | 12,528 | | | 8.2 | | | 12,272 | | | 7.7 | |
| | | | | | | |
Telecommunications | 3,226 | | | 2.1 | | | 3,038 | | | 1.9 | |
Transportation: Cargo | 8,539 | | | 5.9 | | | 9,251 | | | 5.8 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Total | $ | 152,733 | | | 100 | % | | $ | 159,523 | | | 100 | % |
Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
The geographic composition of Banff’s investments at fair value at June 30, 2023 and December 31, 2022, was as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
($ in thousands) | June 30, 2023 | | December 31, 2022 |
Australia | $ | 4,334 | | | 2.8 | % | | $ | 4,357 | | | 2.7 | % |
Belgium | 7,476 | | | 4.9 | | | 5,718 | | | 3.6 | |
Canada | 2,399 | | | 1.6 | | | 2,466 | | | 1.5 | |
France | 35,109 | | | 23.0 | | | 34,467 | | | 21.6 | |
Germany | 7,180 | | | 4.7 | | | 6,980 | | | 4.4 | |
Hong Kong | 6,168 | | | 4.0 | | | 6,830 | | | 4.3 | |
Netherlands | 9,134 | | | 6.0 | | | 8,619 | | | 5.4 | |
New Zealand | 2,405 | | | 1.6 | | | 2,469 | | | 1.5 | |
Singapore | 3,974 | | | 2.6 | | | 3,964 | | | 2.5 | |
United Kingdom | 20,208 | | | 13.2 | | | 28,634 | | | 18.0 | |
USA | 54,346 | | | 35.6 | | | 55,019 | | | 34.5 | |
Total | $ | 152,733 | | | 100.0 | % | | $ | 159,523 | | | 100 | % |
Banff’s credit facility with Wells Fargo Bank, N.A., which is non-recourse to the Company, initially closed on August 26, 2022 and had approximately $19.1 million and $19.0 million outstanding as of June 30, 2023 and December 31, 2022, respectively.
The Company may sell portions of its investments via assignment to Banff. Since inception, as of both June 30, 2023 and December 31, 2022, the Company had sold $187.9 million of its investments to Banff. As of both June 30, 2023 and December 31, 2022, the Company did not have any receivables due from Banff. 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:
•Assigned 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 Banff 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 Banff as it is not a substantially wholly owned investment company subsidiary. In addition, Banff is not an operating company and the Company does not control Banff due to the allocation of voting rights among Banff members.
Thompson Rivers LLC
On April 28, 2020, Thompson Rivers LLC (“Thompson Rivers”) was formed as a Delaware limited liability company. Under Thompson Rivers’ current operating agreement, as amended to date, pursuant to which the Company became a party in June 2021, the Company has a capital commitment of $30.0 million of equity capital to Thompson Rivers, all of which has been funded as of June 30, 2023. As of June 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.
Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
For the three and six months ended June 30, 2023, Thompson Rivers declared $41.0 million and $98.0 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 six months ended June 30, 2023, the Company recognized $2.7 million and $6.5 million, respectively, of the dividends as a return of capital. For the three and six months ended June 30, 2022, Thompson Rivers declared $69.4 million and $89.4 million in dividends, respectively, of which $1.0 million and $2.3 million, respectively, was recognized as dividend income in the Company’s Unaudited Consolidated Statement of Operations. In addition, for both the three and six months ended June 30, 2022, $3.6 million was recognized as a return of capital.
As of June 30, 2023, Thompson Rivers had $522.2 million in Ginnie Mae early buyout loans and $20.4 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 June 30, 2023, Thompson Rivers had 3,262 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 $0.2 million and weighted average coupon of 4.0%.
As of June 30, 2023 and December 31, 2022, the Thompson Rivers investment portfolio consisted of the following investments:
| | | | | | | | | | | | | | | | | | | | | | | |
($ in thousands) | Cost | | Percentage of Total Portfolio | | Fair Value | | Percentage of Total Portfolio |
June 30, 2023: | | | | | | | |
Federal Housing Administration (“FHA”) loans | $ | 510,032 | | | 92 | % | | $ | 479,899 | | | 92 | % |
Veterans Affairs (“VA”) loans | 44,797 | | | 8 | | | 42,275 | | | 8 | |
| $ | 554,829 | | | 100 | % | | $ | 522,174 | | | 100 | % |
December 31, 2022: | | | | | | | |
Federal Housing Administration (“FHA”) loans | $ | 864,625 | | | 91 | | | $ | 811,358 | | | 91 | |
Veterans Affairs (“VA”) loans | 84,654 | | | 9 | | | 79,553 | | | 9 | |
| $ | 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 million and $224.2 million outstanding as of June 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 million and $428.0 million outstanding as of June 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 million and $184.2 million outstanding as of June 30, 2023 and December 31, 2022, respectively.
The Company has determined that Thompson Rivers is an investment company under ASC Topic 946, Financial Services - Investment Companies, however, in accordance with such guidance, the Company will generally not consolidate its investment in a company other than a substantially wholly owned investment company subsidiary, which is an extension of the operations of the Company, or a controlled operating company whose business consists of providing services to the Company. The Company does not consolidate its interest in Thompson Rivers as it is not a substantially wholly owned investment company subsidiary. In addition, Thompson Rivers is not an operating company and the Company does not control Thompson Rivers due to the allocation of voting rights among Thompson Rivers members.
Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
As of June 30, 2023 and December 31, 2022, Thompson Rivers had the following contributed capital and unfunded commitments from its members:
| | | | | | | | | | | | | | | | | |
($ in thousands) | | As of June 30, 2023 | | As of December 31, 2022 | |
Total contributed capital by Barings Capital Investment Corporation (1) | | $ | 32,318 | | | $ | 32,318 | | |
Total contributed capital by all members (2) | | $ | 482,083 | | | $ | 482,083 | | |
| | | | | |
Total unfunded commitments by Barings Capital Investment Corporation | | $ | — | | | $ | — | | |
Total unfunded commitments by all members | | $ | — | | | $ | — | | |
(1)Includes $2.3 million of dividend re-investments.
(2)Includes dividend re-investments of $32.1 million and $209.2 million, respectively, of total contributed capital by related parties.
Waccamaw River LLC
On January 4, 2021, Waccamaw River LLC (“Waccamaw River”) was formed as a Delaware limited liability company. Under Waccamaw River’s current operating agreement, as amended to date, pursuant to which the Company became a party in May 2021, the Company has a capital commitment of $25.0 million of equity capital to Waccamaw River, all of which has been funded (including approximately $1.7 million of recallable return of capital) as of June 30, 2023. As of June 30, 2023, aggregate commitments to Waccamaw River by the Company and the other members under the current operating agreement totaled $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 June 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 six months ended June 30, 2022, Waccamaw River declared $2.4 million and $3.9 million in dividends, respectively, of which $0.5 million and $0.8 million, respectively, was recognized as dividend income in the Company’s Unaudited Consolidated Statements of Operations.
As of June 30, 2023, Waccamaw River had $234.8 million in unsecured consumer loans and $14.7 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 June 30, 2023, Waccamaw River had 23,182 outstanding loans with an average loan size of $10,990, remaining average life to maturity of 43.0 months and weighted average interest rate of 12.5%. 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 million and $72.3 million outstanding as of June 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 million and $44.8 million outstanding as of June 30, 2023 and December 31, 2022, respectively.
The Company has determined that Waccamaw River is an investment company under ASC Topic 946, Financial Services - Investment Companies, however, in accordance with such guidance, the Company will generally not consolidate its investment in a company other than a substantially wholly owned investment company subsidiary, which is an extension of the operations of the Company, or a controlled operating company whose business consists of providing services to the Company. The Company does not consolidate its interest in Waccamaw River as it is not a substantially wholly owned investment company subsidiary. In addition, Waccamaw River is not an operating company and the Company does not control Waccamaw River due to the allocation of voting rights among Waccamaw River members.
Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
As of June 30, 2023 and December 31, 2022, Waccamaw River had the following contributed capital and unfunded commitments from its members:
| | | | | | | | | | | | | | | | | |
($ in thousands) | | As of June 30, 2023 | | As of December 31, 2022 | |
Total contributed capital by Barings Capital Investment Corporation | | $ | 26,730 | | | $ | 24,250 | | |
Total contributed capital by all members (1) | | $ | 139,020 | | | $ | 126,620 | | |
| | | | | |
Total return of capital (recallable) by Barings Capital Investment Corporation | | $ | (1,730) | | | $ | (1,730) | | |
Total return of capital (recallable) by all members (2) | | $ | (14,020) | | | $ | (14,020) | | |
| | | | | |
Total unfunded commitments by Barings Capital Investment Corporation | | $ | — | | | $ | 2,480 | | |
Total unfunded commitments by all members | | $ | — | | | $ | 12,400 | | (3) |
(1)Includes $85.6 million and $78.1 million of total contributed capital by related parties as of June 30, 2023 and December 31, 2022, respectively.
(2)Includes ($10.6) million of total return of capital (recallable) by related parties.
(3)Includes $7.4 million of unfunded commitments by related parties.
Eclipse Business Capital Holdings LLC
On July 8, 2021, the Company made an equity investment in Eclipse Business Capital Holdings LLC (“Eclipse”) of $44.4 million, a second lien senior secured loan of $2.2 million and unfunded revolver of $6.7 million, alongside other related party affiliates. On August 12, 2022, the Company increased the unfunded revolver to $11.2 million. As of June 30, 2023 and December 31, 2022, $1.8 million and $2.6 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.
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. Rocade conducts its business through Rocade LLC and operates as Rocade Capital. As of June 30, 2023, the Company had $10.0 million of unfunded preferred equity commitments. 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.
Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Valuation of Investments
The Adviser conducts the valuation of the Company’s investments, upon which the Company’s net asset value (“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”). 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.
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 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
Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
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 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 Banff, Thompson Rivers and Waccamaw River
As Banff, Thompson Rivers and Waccamaw River 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.
Barings Capital Investment Corporation
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 June 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)(3) | Fair Value | | Valuation Model | | Level 3 Input | | Range of Inputs | | Weighted Average | | Impact to Valuation from an Increase in Input |
Senior debt and 1st lien notes(1) | $ | 846,604 | | | Yield Analysis | | Market Yield | | 7.5% – 30.6% | | 11.2% | | Decrease |
| | | | | | | | | | |
41,989 | | | Recent Transaction | | Transaction Price | | 93.3% – 97.5% | | 95.4% | | Increase |
Subordinated debt and 2nd lien notes(2) | 85,055 | | | Yield Analysis | | Market Yield | | 8.6% – 18.1% | | 13.1% | | Decrease |
4,043 | | | Market Approach | | Adjusted EBITDA Multiple | | 11.0x | | 11.0x | | Increase |
1,504 | | | Recent Transaction | | Transaction Price | | 97.0% – 98.0% | | 97.6% | | Increase |
| | | | | | | | | | | |
Equity shares(4) | 8,220 | | | Yield Analysis | | Market Yield | | 13.6% – 14.8% | | 14.2% | | Decrease |
155,405 | | | Market Approach | | Adjusted EBITDA Multiple | | 6.5x – 40.0x | | 11.6x | | Increase |
1,222 | | | Market Approach | | Revenue Multiple | | 6.3x – 9.5x | | 6.7x | | Increase |
1,958 | | | Net Asset Approach | | Liabilities | | $(33,951.4) | | $(33,951.4) | | Decrease |
1,373 | | | Recent Transaction | | Transaction Price | | $0.98 – $14.94 | | $10.06 | | Increase |
Equity Warrants | 526 | | | Market Approach | | Adjusted EBITDA Multiple | | 7.0x – 14.5x | | 8.6x | | Increase |
(1) Excludes investments with an aggregate fair value amounting to $13,673, which the Adviser valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs were not readily available.
(2) Excludes investments with an aggregate fair value amounting to $4,882, which the Adviser valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs were not readily available.
(3) For structured products, investments with an aggregate fair value amounting to $15,030, were valued by the Adviser using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs were not readily available.
(4) Excludes investments with an aggregate fair value amounting to $2,982, which the Adviser valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs were not readily available.
Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
December 31, 2022 ($ in thousands) | Fair Value | | Valuation Model | | Level 3 Input | | Range of Inputs | | Weighted Average | | Impact to Valuation from an Increase in Input |
Senior debt and 1st lien notes(1) | $ | 727,410 | | | Yield Analysis | | Market Yield | | 7.7% – 30.6% | | 11.0% | | Decrease |
8,768 | | | Discounted Cash Flow Analysis | | Discount Rate | | 13.0% | | 13.0% | | Decrease |
129,646 | | | Recent Transaction | | Transaction Price | | 96.7% – 100.0% | | 97.5% | | Increase |
Subordinated debt and 2nd lien notes(2) | 88,432 | | | Yield Analysis | | Market Yield | | 9.3% – 16.6% | | 12.8% | | Decrease |
4,851 | | | Market Approach | | Adjusted EBITDA Multiple | | 9.0x | | 9.0x | | Increase |
342 | | | Recent Transaction | | Transaction Price | | 97.3% | | 97.3% | | Increase |
Structured products(3) | 7,584 | | | Discounted Cash Flow Analysis | | Discount Rate | | 10.4% | | 10.4% | | Decrease |
Equity shares(4) | 9,462 | | | Yield Analysis | | Market Yield | | 15.7% – 17.8% | | 16.6% | | Decrease |
94,314 | | | Market Approach | | Adjusted EBITDA Multiple | | 6.5x – 43.0x | | 10.5x | | Increase |
1,152 | | | Market Approach | | Revenue Multiple | | 6.5x – 7.0x | | 6.8x | | Increase |
220 | | | Market Approach | | Adjusted EBITDA /Revenue Multiple Blend | | 5.8x | | 5.8x | | Increase |
1,288 | | | Net Asset Approach | | Liabilities | | $(8,941.8) | | $(8,941.8) | | Decrease |
3,700 | | | Recent Transaction | | Transaction Price | | $0.00 – $1,015.13 | | $620.80 | | Increase |
Equity Warrants | 476 | | | Market Approach | | Adjusted EBITDA Multiple | | 6.5x – 17.5x | | 7.4x | | Increase |
(1) Excludes investments with an aggregate fair value amounting to $6,369, which the Adviser valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs were not readily available.
(2) Excludes investments with an aggregate fair value amounting to $4,180, which the Adviser valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs were not readily available.
(3) Excludes investments with an aggregate fair value amounting to $6,626, which the Adviser valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs were not readily available.
(4) Excludes investments with an aggregate fair value amounting to $2,742, which the Adviser valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs were not readily available.
Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
The following tables present the Company’s investment portfolio at fair value as of June 30, 2023 and December 31, 2022, categorized by the ASC Topic 820 valuation hierarchy, as previously described:
| | | | | | | | | | | | | | | | | | | | | | | |
| Fair Value as of June 30, 2023 |
($ in thousands) | Level 1 | | Level 2 | | Level 3 | | Total |
Senior debt and 1st lien notes | $ | — | | | $ | 44,309 | | | $ | 902,266 | | | $ | 946,575 | |
Subordinated debt and 2nd lien notes | — | | | 26,064 | | | 95,484 | | | 121,548 | |
Structured products | — | | | 11,884 | | | 15,030 | | | 26,914 | |
Equity shares | 53 | | | 512 | | | 171,160 | | | 171,725 | |
Equity warrants | — | | | | | 526 | | | 526 | |
| | | | | | | |
Investments subject to leveling | $ | 53 | | | $ | 82,769 | | | $ | 1,184,466 | | | $ | 1,267,288 | |
Investments in joint ventures (1) | | | | | | | 42,157 | |
| | | | | | | $ | 1,309,445 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Fair Value as of December 31, 2022 |
($ in thousands) | Level 1 | | Level 2 | | Level 3 | | Total |
Senior debt and 1st lien notes | $ | — | | | $ | 48,026 | | | $ | 872,193 | | | $ | 920,219 | |
Subordinated debt and 2nd lien notes | — | | | 25,439 | | | 97,805 | | | 123,244 | |
Structured products | — | | | 14,111 | | | 14,210 | | | 28,321 | |
Equity shares | 32 | | | 756 | | | 112,878 | | | 113,666 | |
Equity warrants | — | | | — | | | 476 | | | 476 | |
| | | | | | | |
Investments subject to leveling | $ | 32 | | | $ | 88,332 | | | $ | 1,097,562 | | | $ | 1,185,926 | |
Investment in joint ventures (1) | | | | | | | $ | 47,479 | |
| | | | | | | $ | 1,233,405 | |
(1)The Company’s investments in Banff, Thompson Rivers and Waccamaw River 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.
Barings Capital Investment Corporation
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 six months ended June 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 Products | | Equity Shares | | Equity Warrants | | Total |
Fair value, beginning of period | $ | 872,193 | | | $ | 97,805 | | | $ | 14,210 | | | $ | 112,878 | | | $ | 476 | | | $ | 1,097,562 | |
New investments | 75,975 | | | 6,565 | | | — | | | 48,131 | | | — | | | 130,671 | |
Transfers into (out of) Level 3 | 244 | | | — | | | 1,767 | | | 516 | | | — | | | 2,527 | |
Proceeds from sales of investments | (23,501) | | | — | | | — | | | — | | | — | | | (23,501) | |
Loan origination fees received | (1,595) | | | (48) | | | — | | | — | | | — | | | (1,643) | |
Principal repayments received | (27,161) | | | (10,812) | | | (890) | | | — | | | — | | | (38,863) | |
Payment in kind interest/dividends | 1,118 | | | 1,165 | | | — | | | 3,013 | | | — | | | 5,296 | |
Accretion of loan premium/discount | 166 | | | 237 | | | — | | | — | | | — | | | 403 | |
Accretion of deferred loan origination revenue | 2,232 | | | 138 | | | — | | | — | | | — | | | 2,370 | |
Realized gain (loss) | (1,283) | | | (161) | | | — | | | — | | | — | | | (1,444) | |
Unrealized appreciation (depreciation) | 3,878 | | | 595 | | | (57) | | | 6,622 | | | 50 | | | 11,088 | |
Fair value, end of period | $ | 902,266 | | | $ | 95,484 | | | $ | 15,030 | | | $ | 171,160 | | | $ | 526 | | | $ | 1,184,466 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Six Months Ended June 30, 2022: ($ in thousands) | Senior Debt and 1st Lien Notes | | Subordinated Debt and 2nd Lien Notes | | Structured Products | | Equity Shares | | | | | | Total |
Fair value, beginning of period | $ | 584,289 | | | $ | 76,826 | | | $ | — | | | $ | 57,526 | | | | | | | $ | 718,641 | |
New investments | 226,168 | | | 32,275 | | | 4,520 | | | 17,179 | | | | | | | 280,142 | |
Transfers into (out of) Level 3 | (6,834) | | | 10,292 | | | 9,811 | | | 3,518 | | | | | | | 16,787 | |
Proceeds from sales of investments | 823 | | | — | | | — | | | — | | | | | | | 823 | |
Loan origination fees received | (4,938) | | | (607) | | | — | | | — | | | | | | | (5,545) | |
Principal repayments received | (19,405) | | | — | | | — | | | — | | | | | | | (19,405) | |
Payment in kind interest/dividends | 614 | | | 608 | | | — | | | — | | | | | | | 1,222 | |
Accretion of loan premium/discount | 109 | | | 37 | | | — | | | — | | | | | | | 146 | |
Accretion of deferred loan origination revenue | 1,598 | | | 87 | | | — | | | — | | | | | | | 1,685 | |
Realized gain (loss) | (1,620) | | | — | | | — | | | — | | | | | | | (1,620) | |
Unrealized appreciation (depreciation) | (17,463) | | | (3,591) | | | (441) | | | 12,032 | | | | | | | (9,463) | |
Fair value, end of period | $ | 763,341 | | | $ | 115,927 | | | $ | 13,890 | | | $ | 90,255 | | | | | | | $ | 983,413 | |
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 appreciation on Level 3 investments of $9.8 million during the six months ended June 30, 2023 was related to portfolio company investments that were still held by the Company as of June 30, 2023. Pre-tax net unrealized depreciation on Level 3 investments of $9.3 million during the six months ended June 30, 2022 was related to portfolio company investments that were still held by the Company as of June 30, 2022.
During the six months ended June 30, 2023, the Company made investments of approximately $100.5 million in portfolio companies to which it was not previously contractually committed to provide such financing. During the six months ended June 30, 2023, the Company made investments of $32.3 million in portfolio companies to which it was previously committed to provide such financing.
Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
During the six months ended June 30, 2022, the Company made investments of approximately $284.3 million in portfolio companies to which it was not previously contractually committed to provide such financing. During the six months ended June 30, 2022, the Company made investments of $34.6 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 purchase 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 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. As of June 30, 2023, the Company does not “Control” any of its portfolio companies for the purposes of the 1940 Act. Under the 1940 Act, the Company is deemed to be an Affiliated Person of a company in which the Company has invested if it owns at least 5.0%, but no more than 25.0%, of the outstanding voting securities of such 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 June 30, 2023 and December 31, 2022, the Company had one investment that was on non-accrual.
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.
Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
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, covenant waiver fees and loan amendment fees, and are recorded as investment income when earned.
Fee income for the three and six months ended June 30, 2023 and 2022 was as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Three Months Ended | | Six Months Ended | | Six Months Ended |
($ in thousands) | June 30, 2023 | | June 30, 2022 | | June 30, 2023 | | June 30, 2022 |
Recurring Fee Income: | | | | | | | |
Amortization of loan origination fees | $ | 965 | | | $ | 800 | | | $ | 1,893 | | | $ | 1,488 | |
Management, valuation and other fees | 351 | | | 274 | | | 686 | | | 544 | |
Total Recurring Fee Income | 1,316 | | | 1,074 | | | 2,579 | | | 2,032 | |
Non-Recurring Fee Income: | | | | | | | |
Prepayment fees | 213 | | | — | | | 213 | | | — | |
Acceleration of unamortized loan origination fees | 327 | | | 244 | | | 528 | | | 265 | |
Advisory, loan amendment and other fees | 11 | | | 410 | | | 232 | | | 446 | |
Total Non-Recurring Fee Income | 551 | | | 654 | | | 973 | | | 711 | |
Total Fee Income | $ | 1,867 | | | $ | 1,728 | | | $ | 3,552 | | | $ | 2,743 | |
General and Administrative Expenses
Other general and administrative expenses include bank service fees and expenses reimbursable to the Adviser under the terms of the Administration Agreement and other costs related to operating the 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.
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 both June 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 both June 30, 2023 and December 31, 2022, the Company’s largest single portfolio company investment represented approximately 5.8% 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.
Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
As of June 30, 2023, all of the Company’s assets were or will be pledged as collateral for the ING Credit Facility.
Investments Denominated in Foreign Currency
As of June 30, 2023 the Company held 12 investments that were denominated in Australian dollars, two investments that were denominated in Canadian dollars, one investment that was denominated in Danish kroner, two investments that were denominated in New Zealand dollars, one investment that was denominated in Norwegian krone, 54 investments that were denominated in Euros, two investments that were denominated in Swiss francs and 23 investments that were denominated in British pounds sterling. As of December 31, 2022, the Company held 12 investments that were denominated in Australian dollars, two investments that were denominated in Canadian dollars, one investment that was denominated in Danish kroner, two investments that were denominated in New Zealand dollars, one investment that was denominated in Norwegian krone, 49 investments that were denominated in Euros, one investment that was denominated in Swiss francs and 24 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 rates 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 six months ended June 30, 2023 and June 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 the Company’s investments denominated in foreign currencies. Net unrealized appreciation or depreciation on foreign currency contracts are included in “Net unrealized appreciation (depreciation) - foreign currency transactions” and 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.
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). The Company has 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 six months ended June 30, 2023, the Company recorded a net expense of $0.1 million and $0.2 million 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
Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
years (fiscal years 2020-2021), 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 June 30, 2023 and December 31, 2022 was approximately $1,315.4 million and $1,249.1 million, respectively. As of June 30, 2023, net unrealized appreciation on the Company’s investments (tax basis) was approximately $2.6 million, consisting of gross unrealized appreciation, where the fair value of the Company’s investments exceeds their tax cost, of approximately $62.8 million and gross unrealized depreciation, where the tax cost of the Company’s investments exceeds their fair value, of approximately $60.2 million. As of December 31, 2022, net unrealized depreciation on the Company’s investments (tax basis) was approximately $15.1 million, consisting of gross unrealized appreciation, where the fair value of the Company’s investments exceeds their tax cost, of approximately $56.1 million and gross unrealized depreciation, where the tax cost of the Company’s investments exceeds their fair value, of approximately $71.3 million.
In addition, the Company has a wholly-owned taxable subsidiary (the “Taxable Subsidiary”), which holds certain portfolio investments. The Taxable Subsidiary is consolidated for financial reporting purposes, such that the Company’s consolidated financial statements reflects the Company’s investments in the portfolio companies owned by the Taxable Subsidiary. The purpose of the Taxable Subsidiary 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 Subsidiary, 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 Subsidiary, their income is taxed to the Taxable Subsidiary and does not flow through to the RIC, thereby helping the Company preserve its RIC tax treatment and resultant tax advantages. The Taxable Subsidiary is not consolidated for income tax purposes and may generate income tax expense or benefit as a result of their 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 Subsidiary (net of unrealized depreciation related to portfolio investments held by the Taxable Subsidiary), if any, will be 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 “Accounts payable and accrued liabilities” in the Company’s Unaudited and Audited Consolidated Balance Sheets. As of June 30, 2023 and December 31, 2022, the Company recorded a net deferred tax liability of $0.5 million and $0.4 million, respectively, pertaining to tax basis differences in the Taxable Subsidiary’s investment in certain partnership interests.
5. BORROWINGS
The Company had the following borrowings outstanding as of June 30, 2023 and December 31, 2022:
| | | | | | | | | | | | | | | | | | | | | | | | | |
Issuance Date ($ in thousands) | Maturity Date | | Interest Rate as of June 30, 2023 | | June 30, 2023 | | December 31, 2022 | | |
Credit Facility: | | | | | | | | | |
January 15, 2021 | April 30, 2026 | | 7.095% | | $ | 645,148 | | | $ | 581,436 | | | |
Total Credit Facility | | | | | $ | 645,148 | | | $ | 581,436 | | | |
Notes: | | | | | | | | | |
February 22, 2022 | February 22, 2027 | | 4.750% | | $ | 100,000 | | | $ | 100,000 | | | |
(Less: Deferred financing fees) | | | | | $ | (250) | | | $ | (284) | | | |
Total Notes | | | | | $ | 99,750 | | | $ | 99,716 | | | |
The Company is required to meet an asset coverage ratio, defined under the 1940 Act as the ratio of the Company’s total assets (less all liabilities and indebtedness not represented by senior securities) to its outstanding senior securities, of at least 150% after each issuance of senior securities. The Company’s asset coverage ratio was 184.0% as of June 30, 2023.
Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
September 2020 Subscription Facility
On September 21, 2020, the Company entered into a revolving credit agreement (as subsequently amended, the “September 2020 Subscription Facility”) with Société Générale, as administrative agent and a lender, and the other lenders from time to time party thereto. The September 2020 Subscription Facility initially allowed the Company to borrow up to $160 million, reduced to $110 million in October 2021, at any one time outstanding, subject to certain restrictions, including availability under the borrowing base, which was based on unused capital commitments from different categories of investors (with varying advance rates amongst the different categories of investors).
The amount of permissible borrowings under the September 2020 Subscription Facility could be increased to an agreed-upon amount with the consent of the administrative agent. The September 2020 Subscription Facility had a maturity date of September 21, 2022. On March 25, 2022, following the repayment of all borrowings, interest, and fees payable thereunder, and at the election of the Company, the September 2020 Subscription Facility was terminated, including all commitments and obligations with Société Générale to lend and make advances to the Company. In connection with the termination, the pro rata portion of the unamortized deferred financing costs related to the September 2020 Subscription Facility was written off and recognized as a loss on extinguishment of debt in the Company’s Unaudited Consolidated Statements of Operations.
Borrowings under the September 2020 Subscription Facility bore interest at a rate equal to, at the election of the Company, either (i) with respect to loans bearing interest at a rate based on LIBOR (as such term is defined in the September 2020 Subscription Facility which definition includes different LIBOR calculations based on the applicable currency), the rate per annum determined by the administrative agent to be equal to (a) the quotient obtained by dividing: (1) LIBOR for such loan for such one-month, three-months or other period requested by the Company or otherwise consented to by the administrative agent; by (2) one minus the maximum rate at which reserves (including, without limitation, any marginal, special, supplemental, or emergency reserves) are required to be maintained under regulations issued from time to time by the Board of Governors of the Federal Reserve System (or any successor) by member banks of the Federal Reserve System against “Eurocurrency liabilities” (as such term is used in Regulation D) for such loan for such one-month, three-months or other period requested by the Company, provided that if the calculation above results in a rate of less than zero (0), the rate shall be deemed to be zero (0) for all purposes, plus (b) 185 basis points per annum; or (ii) with respect to loans bearing interest at a rate based on the rate of interest per annum publicly announced from time to time by the administrative agent as its prime rate (the “Prime Rate”) or the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers (the “Federal Funds Rate”) the greater of (a) the Prime Rate plus 185 basis points and (b) the Federal Funds Rate plus fifty basis points plus 185 basis points. The Company was required to pay a commitment fee on the unused portion of the September 2020 Subscription Facility.
The Company and the administrative agent, for the benefit of the secured parties, entered into a borrower security agreement pursuant to which the Company’s obligations under the September 2020 Subscription Facility were secured by a first-priority security interest in the Company’s right, title and interest in the capital commitments of the Company’s investors. In addition, the Company and the administrative agent, for the benefit of the secured parties, entered into a borrower pledge of collateral account pursuant to which the Company’s obligations under the September 2020 Subscription Facility were secured by a first-priority security interest in the Company’s account held at State Street Bank and all of the Company’s right, title and interest in the amounts or property held in such account.
Borrowings under the September 2020 Subscription Facility were subject to the leverage restrictions applicable to the Company that are contained in the 1940 Act.
ING Capital Credit Facility
On January 15, 2021, the Company entered into the ING Credit Facility with ING Capital LLC (“ING”), as administrative agent, and the lenders party thereto. The initial commitments under the ING Credit Facility totaled $65.0 million.
On April 30, 2021, the Company amended and restated the credit agreement governing the ING Credit Facility to increase the total commitments under the facility to $325.0 million and include a $25.0 million letter of credit sub-facility. On July 22, 2021, the Company entered into an incremental commitment and assumption agreement to increase the aggregate commitments under the ING Credit Facility to $500.0 million. As amended as of March 31, 2022, the Company had aggregate commitments from lenders of $500.0 million under the ING Credit Facility, the maximum commitment then allowed under the ING Credit Facility. On April 25, 2022, the Company amended the ING Credit Facility to, among other things, (i) increase total commitments from lenders to $625.0 million from $500.0 million, (ii) upsize the accordion feature under the ING Credit Facility to allow for an increase in aggregate commitments thereunder from new and existing lenders on the same terms and conditions as the existing commitments up to a total of $800.0 million, subject to certain conditions and the satisfaction of specified financial covenants, and (iii) replace the LIBOR benchmark provisions under the ING Credit Facility with SOFR
Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
benchmark provisions. On October 13, 2022, the Company amended the ING Credit Facility to increase total commitments from lenders to $710.0 million from $625.0 million.
The Company can borrow foreign currencies directly under the ING Credit Facility. The ING Credit Facility is secured primarily by a material portion of the Company’s present and future property and assets and is guaranteed by certain of the Company’s subsidiaries. The revolving period under the ING Credit Facility terminates on April 30, 2025, and the final maturity date of the ING Credit Facility is scheduled for April 30, 2026.
Borrowings under the ING Credit Facility bear interest on a per annum basis equal to (i) for borrowings denominated in U.S. Dollars, subject to the Company’s election, the alternate base rate plus 1.15% or the adjusted eurocurrency rate plus 2.15%, (ii) for borrowings denominated in Pounds Sterling, Swiss Francs, Euros, Canadian Dollars, Danish Krone, Norwegian Krone or Swedish Krona, the adjusted eurocurrency rate plus 2.15%, (iii) for borrowings denominated in Australian Dollars, the adjusted eurocurrency rate plus 2.35%, or (iv) for borrowings denominated in New Zealand Dollars, the adjusted eurocurrency rate plus 2.45%. The alternate base rate is equal to the greatest of (i) the prime rate, (ii) the federal funds rate plus 0.50%, (iii) the overnight bank funding rate plus 0.50%, (iv) the adjusted three-month SOFR plus 1.00% and (v) 1.00%. The adjusted eurocurrency rate is equal to the eurocurrency rate for the applicable interest period plus any applicable statutory reserve rate for such interest period, subject to a 0.00% floor. The Company pays a commitment fee on undrawn amounts under the ING Credit Facility.
The ING Credit Facility contains certain affirmative and negative covenants, including but not limited to (i) maintaining minimum stockholders’ equity, (ii) maintaining a minimum asset coverage ratio of (a) 150% at any time that more than 70% of the total fair value of the Company’s portfolio comprises cash, cash equivalents, long-term U.S. government securities or first lien loans to portfolio companies, or (b) 167% or 200% at specified concentrations of such assets at amounts less than or equal to 70% of the total fair value of the Company’s portfolio, (iii) meeting a minimum liquidity test, (iv) meeting a minimum net worth test, and (v) maintaining the Company’s status as a RIC under the Code and as a BDC under the 1940 Act. The ING 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, certain change of control events, and the occurrence of a material adverse effect. The ING 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. ING and other lenders under the ING Credit Facility, and their respective affiliates, may from time to time receive customary fees and expenses in the performance of investment banking, financial advisory or other services for the Company. As of June 30, 2023, the Company was in compliance with all covenants of the ING Credit Facility.
The Company, one of its subsidiaries, BCIC Holdings, Inc., ING, as administrative agent, the financing agents and designated indebtedness holders that become parties thereto and ING, as collateral agent, also entered into a guarantee, pledge and security agreement, dated as of January 15, 2021, pursuant to which the Company’s obligations under the ING Credit Facility are secured by a first-priority security interest (subject to certain exceptions) in substantially all of the Company’s and its subsidiary guarantors’ present and future property and assets.
As of June 30, 2023, the Company had U.S. dollar borrowings of $530.0 million under the ING Credit Facility with an interest rate of 7.352% (with Term SOFR borrowings subject to one month SOFR of 5.102%), borrowings denominated in British pounds sterling of £33.2 million ($42.2 million U.S. dollars) with an interest rate of 6.611% (one month SONIA of 4.461%), borrowings denominated in Euros of €63.5 million ($69.3 million U.S. dollars) with an interest rate of 5.463% (one month EURIBOR of 3.313%) and borrowings denominated in Australian Dollars of A$5.5 million ($3.7 million U.S. dollars) with an interest rate of 6.463% (one month AUD Screen Rate of 4.313%). 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 ING Credit Facility borrowings is included in “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 $470.0 million under the ING Credit Facility with an interest rate of 6.571% (with Term SOFR borrowings subject to one month SOFR of 4.321%), borrowings denominated in British pounds sterling of £33.2 million ($39.9 million U.S. dollars) with an interest rate of 5.110% (one month SONIA of 2.960%), borrowings denominated in Euros of €63.5 million ($67.8 million U.S. dollars) with an interest rate of 3.772% (one month EURIBOR of 1.622%) and borrowings denominated in Australian Dollars of A$5.5 million ($3.7 million U.S. dollars) with an interest rate of 5.400% (one month AUD Screen Rate of 3.250%). 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 ING Credit Facility borrowings is included in “unrealized appreciation (depreciation) - foreign currency transactions” in the Company’s Consolidated Statements of Operations.
Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
As of June 30, 2023 and December 31, 2022, the fair values of the borrowings outstanding under the ING Credit Facility were $645.1 million and $581.4 million, respectively. The fair values of the borrowings outstanding under the ING Credit Facility are based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.
February 2027 Notes
On February 22, 2022, the Company entered into a Note Purchase Agreement (the “February 2022 NPA”) governing the issuance of $100.0 million in aggregate principal amount of senior unsecured notes due February 22, 2027 (the “February 2027 Notes”), in each case, to qualified institutional investors in a private placement. The February 2027 Notes were delivered and paid for on February 22, 2022.
The February 2027 Notes, for which the Company was required to obtain an initial rating by June 30, 2022, have a fixed interest rate of 4.75% per year, subject to a step up of 0.75% per year, to the extent the February 2027 Notes fail to satisfy certain investment grade rating conditions.
The February 2027 Notes will mature on February 22, 2027 unless redeemed, purchased or prepaid prior to such date by the Company in accordance with the terms of the February 2022 NPA. Interest on the February 2027 Notes will be due semiannually in February and August of each year, beginning in August 2022. In addition, the Company is obligated to offer to repay the February 2027 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 2022 NPA, the Company may redeem the February 2027 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 22, 2026, a make-whole premium.
The February 2022 NPA contains certain representations and warranties, and various covenants and reporting requirements customary for agreements of this type, 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, liens, restricted payments, and investments. In addition, the February 2022 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 stockholders, 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 2022 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, if any, 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 2027 Notes at the time outstanding may declare all February 2027 Notes then outstanding to be immediately due and payable.
The Company’s obligations under the February 2022 NPA are general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company. As of June 30, 2023, the Company was in compliance with all covenants under the February 2022 NPA.
The February 2027 Notes were offered in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The February 2027 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 June 30, 2023 and December 31, 2022, the fair values of the February 2027 Notes were $86.7 million and $85.7 million, respectively. The fair value determinations of the February 2027 Notes were based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.
Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
6. DERIVATIVE INSTRUMENTS
The Company enters into forward currency contracts from time to time to primarily help mitigate the impact that an adverse change in foreign exchange rates would have on net interest income from the Company’s investments and related borrowings denominated in foreign currencies. Forward currency contracts are considered undesignated derivative instruments.
The following tables present the Company’s foreign currency forward contracts as of June 30, 2023 and December 31, 2022:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
As of June 30, 2023 Description ($ in thousands) | | Notional Amount to be Purchased | | Notional Amount to be Sold | | Maturity Date | | Gross Amount of Recognized Assets (Liabilities) | | | | Balance Sheet Location of Net Amounts |
Foreign currency forward contract (AUD) | | A$40,566 | | $27,107 | | 07/07/23 | | $ | (83) | | | | | Derivative liabilities |
Foreign currency forward contract (AUD) | | $27,594 | | A$40,566 | | 07/07/23 | | 569 | | | | | Derivative assets |
Foreign currency forward contract (AUD) | | $27,725 | | A$41,384 | | 10/10/23 | | 83 | | | | | Derivative assets |
| | | | | | | | | | | | |
Foreign currency forward contract (CAD) | | C$5,840 | | $4,425 | | 07/07/23 | | (13) | | | | | Derivative liabilities |
Foreign currency forward contract (CAD) | | $80 | | C$109 | | 07/07/23 | | (2) | | | | | Derivative liabilities |
Foreign currency forward contract (CAD) | | $4,275 | | C$5,731 | | 07/07/23 | | (55) | | | | | Derivative liabilities |
Foreign currency forward contract (CAD) | | $4,193 | | C$5,520 | | 10/10/23 | | 17 | | | | | Derivative assets |
| | | | | | | | | | | | |
Foreign currency forward contract (DKK) | | 3,760kr. | | $554 | | 07/07/23 | | (2) | | | | | Derivative liabilities |
Foreign currency forward contract (DKK) | | $542 | | 3,685kr. | | 07/07/23 | | 1 | | | | | Derivative assets |
Foreign currency forward contract (DKK) | | $11 | | 75kr. | | 07/07/23 | | — | | | | | Derivative assets |
Foreign currency forward contract (DKK) | | $563 | | 3,801kr. | | 10/10/23 | | 2 | | | | | Derivative assets |
| | | | | | | | | | | | |
Foreign currency forward contract (EUR) | | €91,629 | | $100,485 | | 07/07/23 | | (431) | | | | | Derivative liabilities |
Foreign currency forward contract (EUR) | | $95,862 | | €87,629 | | 07/07/23 | | 175 | | | | | Derivative assets |
Foreign currency forward contract (EUR) | | $4,405 | | €4,000 | | 07/07/23 | | 37 | | | | | Derivative assets |
Foreign currency forward contract (EUR) | | $102,385 | | €92,918 | | 10/10/23 | | 438 | | | | | Derivative assets |
| | | | | | | | | | | | |
Foreign currency forward contract (GBP) | | £16,599 | | $21,159 | | 07/07/23 | | (66) | | | | | Derivative liabilities |
Foreign currency forward contract (GBP) | | $20,604 | | £16,599 | | 07/07/23 | | (489) | | | | | Derivative liabilities |
Foreign currency forward contract (GBP) | | $21,986 | | £17,245 | | 10/10/23 | | 69 | | | | | Derivative assets |
| | | | | | | | | | | | |
Foreign currency forward contract (NZD) | | NZ$9,578 | | $5,906 | | 07/07/23 | | (33) | | | | | Derivative liabilities |
Foreign currency forward contract (NZD) | | $6,017 | | NZ$9,578 | | 07/07/23 | | 145 | | | | | Derivative assets |
Foreign currency forward contract (NZD) | | $5,865 | | NZ$9,515 | | 10/10/23 | | 33 | | | | | Derivative assets |
| | | | | | | | | | | | |
Foreign currency forward contract (NOK) | | kr20,411 | | $1,897 | | 07/07/23 | | 9 | | | | | Derivative assets |
Foreign currency forward contract (NOK) | | $1,984 | | kr20,411 | | 07/07/23 | | 78 | | | | | Derivative assets |
Foreign currency forward contract (NOK) | | $1,914 | | kr20,524 | | 10/10/23 | | (9) | | | | | Derivative liabilities |
| | | | | | | | | | | | |
Foreign currency forward contract (CHF) | | 58Fr. | | $65 | | 07/07/23 | | — | | | | | Derivative assets |
Foreign currency forward contract (CHF) | | 1,372Fr. | | $1,535 | | 07/07/23 | | (2) | | | | | Derivative liabilities |
Foreign currency forward contract (CHF) | | $559 | | 500Fr. | | 07/07/23 | | — | | | | | Derivative assets |
Foreign currency forward contract (CHF) | | $1,027 | | 930Fr. | | 07/07/23 | | (12) | | | | | Derivative liabilities |
Foreign currency forward contract (CHF) | | $1,572 | | 1,390Fr. | | 10/10/23 | | 2 | | | | | Derivative assets |
Total | | | | | | $ | 461 | | | | | |
Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
As of December 31, 2022 Description ($ in thousands) | | Notional Amount to be Purchased | | Notional Amount to be Sold | | Maturity Date | | Gross Amount of Recognized Assets (Liabilities) | | | | Balance Sheet Location of Net Amounts |
Foreign currency forward contract (AUD) | | A$39,294 | | $26,337 | | 01/09/23 | | $ | 408 | | | | | Derivative assets |
Foreign currency forward contract (AUD) | | A$2,000 | | $1,374 | | 01/09/23 | | (12) | | | | | Derivative liabilities |
Foreign currency forward contract (AUD) | | $26,835 | | A$41,294 | | 01/09/23 | | (1,272) | | | | | Derivative liabilities |
Foreign currency forward contract (AUD) | | $26,797 | | A$39,836 | | 04/11/23 | | (420) | | | | | Derivative liabilities |
| | | | | | | | | | | | |
Foreign currency forward contract (CAD) | | C$6,033 | | $4,435 | | 01/09/23 | | 23 | | | | | Derivative assets |
Foreign currency forward contract (CAD) | | $4,428 | | C$6,033 | | 01/09/23 | | (29) | | | | | Derivative liabilities |
Foreign currency forward contract (CAD) | | $4,301 | | C$5,844 | | 04/11/23 | | (22) | | | | | Derivative liabilities |
| | | | | | | | | | | | |
Foreign currency forward contract (DKK) | | 3,720kr. | | $531 | | 01/09/23 | | 4 | | | | | Derivative assets |
Foreign currency forward contract (DKK) | | $494 | | 3,720kr. | | 01/09/23 | | (42) | | | | | Derivative liabilities |
Foreign currency forward contract (DKK) | | $542 | | 3,770kr. | | 04/11/23 | | (4) | | | | | Derivative liabilities |
| | | | | | | | | | | | |
Foreign currency forward contract (EUR) | | €83,782 | | $88,963 | | 01/09/23 | | 711 | | | | | Derivative assets |
Foreign currency forward contract (EUR) | | $82,670 | | €83,782 | | 01/09/23 | | (7,005) | | | | | Derivative liabilities |
Foreign currency forward contract (EUR) | | $91,411 | | €85,552 | | 04/11/23 | | (734) | | | | | Derivative liabilities |
| | | | | | | | | | | | |
Foreign currency forward contract (GBP) | | £19,224 | | $23,352 | | 01/09/23 | | (132) | | | | | Derivative liabilities |
Foreign currency forward contract (GBP) | | $21,343 | | £19,224 | | 01/09/23 | | (1,878) | | | | | Derivative liabilities |
Foreign currency forward contract (GBP) | | $19,375 | | £16,013 | | 04/11/23 | | (9) | | | | | Derivative liabilities |
| | | | | | | | | | | | |
Foreign currency forward contract (NZD) | | NZ$9,080 | | $5,707 | | 01/09/23 | | 53 | | | | | Derivative assets |
Foreign currency forward contract (NZD) | | NZ$3,000 | | $1,936 | | 01/09/23 | | (33) | | | | | Derivative liabilities |
Foreign currency forward contract (NZD) | | $6,701 | | NZ$11,738 | | 01/09/23 | | (745) | | | | | Derivative liabilities |
Foreign currency forward contract (NZD) | | $213 | | NZ$342 | | 01/09/23 | | (4) | | | | | Derivative liabilities |
Foreign currency forward contract (NZD) | | $5,747 | | NZ$9,139 | | 04/11/23 | | (54) | | | | | Derivative liabilities |
| | | | | | | | | | | | |
Foreign currency forward contract (NOK) | | kr19,278 | | $1,960 | | 01/09/23 | | — | | | | | Derivative liabilities |
Foreign currency forward contract (NOK) | | $1,767 | | kr18,890 | | 01/09/23 | | (153) | | | | | Derivative liabilities |
Foreign currency forward contract (NOK) | | $39 | | kr388 | | 01/09/23 | | — | | | | | Derivative liabilities |
Foreign currency forward contract (NOK) | | $1,970 | | kr19,301 | | 04/11/23 | | — | | | | | Derivative liabilities |
Foreign currency forward contract (NOK) | | $74 | | kr725 | | 04/11/23 | | — | | | | | Derivative liabilities |
| | | | | | | | | | | | |
Foreign currency forward contract (CHF) | | 1,423Fr. | | $1,537 | | 01/09/23 | | 3 | | | | | Derivative assets |
Foreign currency forward contract (CHF) | | $1,262 | | 1,223Fr. | | 01/09/23 | | (62) | | | | | Derivative liabilities |
Foreign currency forward contract (CHF) | | $206 | | 200Fr. | | 01/09/23 | | (10) | | | | | Derivative liabilities |
Foreign currency forward contract (CHF) | | $1,552 | | 1,422Fr. | | 04/11/23 | | (2) | | | | | Derivative liabilities |
Total | | | | | | $ | (11,420) | | | | | |
As of June 30, 2023 and December 31, 2022, the total fair value of the Company’s foreign currency forward contracts was $0.5 million and $(11.4) million, respectively. The fair values of the Company’s foreign currency forward contracts are based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
Net realized gains or losses on forward currency contracts are included in “Net realized gains (losses) - foreign currency transactions” in the Company’s Unaudited Consolidated Statements of Operations. Net realized gains or losses on forward contracts recognized by the Company for the three and six months ended June 30, 2023 and 2022 are shown in the following table:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Three Months Ended | | Six Months Ended | | Six Months Ended |
($ in thousands) | June 30, 2023 | | June 30, 2022 | | June 30, 2023 | | June 30, 2022 |
Forward currency contracts | $ | (2,357) | | | $ | (62) | | | $ | (12,532) | | | $ | 184 | |
Barings Capital Investment Corporation
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 Ended | | Three Months Ended | | Six Months Ended | | Six Months Ended |
($ in thousands) | June 30, 2023 | | June 30, 2022 | | June 30, 2023 | | June 30, 2022 |
Forward currency contracts | $ | 2,270 | | | $ | 6,891 | | | $ | 11,881 | | | $ | 6,673 | |
7. COMMITMENTS AND CONTINGENCIES
As of both June 30, 2023 and December 31, 2022, the Company had $568.7 million in total capital commitments from investors of which $5.0 million was from C.M. Life Insurance Company, an affiliate of MassMutual and the Adviser, and $95.0 million was from MassMutual. As of both June 30, 2023 and December 31, 2022, all commitments have been funded.
In the normal course of business, the Company is party to financial instruments with off-balance sheet risk, consisting primarily of unused commitments to extend financing to the Company’s portfolio companies. Since commitments may expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements. As of June 30, 2023, the Company believed that it had adequate financial resources to satisfy its unfunded commitments. The balances of unused commitments to extend financing as of June 30, 2023 and December 31, 2022 were as follows:
| | | | | | | | | | | | | | |
Portfolio Company ($ in thousands) | Investment Type | June 30, 2023 | | December 31, 2022 |
Accurus Aerospace Corporation(1)(2) | Revolver | $ | 253 | | | $ | 461 | |
Adhefin International(1)(2)(3) | Delayed Draw Term Loan | 808 | | | — | |
Air Comm Corporation, LLC(1)(2) | Delayed Draw Term Loan | 1,237 | | | — | |
AlliA Insurance Brokers NV(1)(3) | Delayed Draw Term Loan | 1,871 | | | — | |
Americo Chemical Products, LLC(1)(2) | Revolver | 471 | | | — | |
Amtech LLC(1) | Delayed Draw Term Loan | 454 | | | 909 | |
Amtech LLC(1) | Revolver | 227 | | | 182 | |
AnalytiChem Holding GmbH(1)(2)(3) | Bridge Revolver | 175 | | | 171 | |
APC1 Holding(1)(3) | Delayed Draw Term Loan | — | | | 354 | |
Aquavista Watersides 2 LTD(1)(2)(4) | Capex / Acquisition Facility | 663 | | | 761 | |
Arc Education(1)(3) | Delayed Draw Term Loan | 1,732 | | | 1,900 | |
Argus Bidco Limited(1)(2)(4) | CAF Term Loan | 347 | | | 395 | |
Argus Bidco Limited(1)(2)(4) | RCF Bridge Term Loan | — | | | 84 | |
ASC Communications, LLC(1) | Revolver | 659 | | | 659 | |
Astra Bidco Limited(1)(4) | Delayed Draw Term Loan | 469 | | | 683 | |
ATL II MRO Holdings Inc.(1) | Revolver | 1,250 | | | 1,250 | |
Avance Clinical Bidco Pty Ltd(1)(2)(5) | Delayed Draw Term Loan | 958 | | | 976 | |
Azalea Buyer, Inc.(1) | Delayed Draw Term Loan | 641 | | | 641 | |
Azalea Buyer, Inc.(1) | Revolver | 321 | | | 321 | |
Bariacum S.A(1)(3) | Acquisition Facility | 327 | | | 640 | |
Beyond Risk Management, Inc.(1)(2) | Delayed Draw Term Loan | 2,423 | | | 2,423 | |
Biolam Group(1)(2)(3) | Delayed Draw Term Loan | 993 | | | 3,189 | |
Bounteous, Inc.(1)(2) | Delayed Draw Term Loan | 2,580 | | | 2,580 | |
Brightpay Limited(1)(3) | Delayed Draw Term Loan | 124 | | | 122 | |
BrightSign LLC(1)(2) | Revolver | 238 | | | 715 | |
CAi Software, LLC(1)(2) | Revolver | 707 | | | 707 | |
Canadian Orthodontic Partners Corp.(1)(2)(6) | Delayed Draw Term Loan | — | | | 106 | |
Ceres Pharma NV(1)(3) | Delayed Draw Term Loan | — | | | 1,610 | |
CGI Parent, LLC(1)(2) | Revolver | 1,653 | | | 1,653 | |
Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
| | | | | | | | | | | | | | |
Portfolio Company ($ in thousands) | Investment Type | June 30, 2023 | | December 31, 2022 |
Comply365, LLC(1) | Revolver | 556 | | | 472 | |
Coyo Uprising GmbH(1)(3) | Delayed Draw Term Loan | 516 | | | 505 | |
CSL DualCom(1)(4) | Capex / Acquisition Term Loan | 187 | | | 177 | |
DataServ Integrations, LLC(1) | Revolver | 481 | | | 481 | |
DecksDirect, LLC(1) | Revolver | 218 | | | 218 | |
DISA Holdings Corp.(1) | Delayed Draw Term Loan | 858 | | | 912 | |
DISA Holdings Corp.(1) | Revolver | 286 | | | 277 | |
Dune Group(1)(2)(3) | Delayed Draw Term Loan | 1,002 | | | 980 | |
Dwyer Instruments, Inc.(1) | Delayed Draw Term Loan | 1,845 | | | 1,845 | |
Eclipse Business Capital, LLC(1) | Revolver | 9,433 | | | 8,625 | |
EMI Porta Holdco LLC(1)(2) | Delayed Draw Term Loan | 3,532 | | | 3,532 | |
EMI Porta Holdco LLC(1)(2) | Revolver | 440 | | | 631 | |
EPS NASS Parent, Inc.(1) | Delayed Draw Term Loan | — | | | 187 | |
eShipping, LLC(1) | Delayed Draw Term Loan | 1,923 | | | 1,923 | |
eShipping, LLC(1) | Revolver | 1,122 | | | 1,122 | |
Eurofins Digital Testing International LUX Holding SARL(1)(2)(3) | Delayed Draw Term Loan | 360 | | | 352 | |
Eurofins Digital Testing International LUX Holding SARL(1)(2)(3) | Delayed Draw Term Loan | 1,798 | | | 1,759 | |
Events Software BidCo Pty Ltd(1)(2) | Delayed Draw Term Loan | 640 | | | 640 | |
Express Wash Acquisition Company, LLC(1)(2) | Revolver | 77 | | | 77 | |
Faraday(1)(3) | Delayed Draw Term Loan | 978 | | | |
Fineline Technologies, Inc.(1)(2) | Delayed Draw Term Loan | — | | | 240 | |
Finexvet(1)(2)(3) | Delayed Draw Term Loan | 642 | | | — | |
Footco 40 Limited(1)(2)(4) | Delayed Draw Term Loan | 572 | | | 766 | |
Fortis Payment Systems, LLC(1) | Delayed Draw Term Loan | 575 | | | 925 | |
FragilePak LLC(1) | Delayed Draw Term Loan | — | | | 3,779 | |
GB Eagle Buyer, Inc.(1) | Revolver | 1,935 | | | 1,935 | |
Global Academic Group Limited(1)(7) | Term Loan | 291 | | | 301 | |
GPZN II GmbH(1)(2)(3) | CAF Term Loan | — | | | 560 | |
Greenhill II BV(1)(3) | Capex Acquisition Facility | 119 | | | 255 | |
Groupe Product Life(1)(3) | Delayed Draw Term Loan | — | | | 441 | |
Gusto Aus BidCo Pty Ltd(1)(5) | Delayed Draw Term Loan | 219 | | | 223 | |
HeartHealth Bidco Pty Ltd(1)(5) | Delayed Draw Term Loan | 307 | | | 313 | |
Heartland Veterinary Partners, LLC(1)(2) | Delayed Draw Term Loan | — | | | 95 | |
HEKA Invest(1)(3) | Delayed Draw Term Loan | 568 | | | 555 | |
HTI Technology & Industries(1) | Delayed Draw Term Loan | 1,023 | | | 1,023 | |
HTI Technology & Industries(1) | Revolver | 682 | | | 682 | |
Innovad Group II BV(1)(3) | Delayed Draw Term Loan | 173 | | | 834 | |
INOS 19-090 GmbH(1)(3) | Acquisition Facility | 1,262 | | | 1,235 | |
Interstellar Group B.V.(1)(3) | Delayed Draw Term Loan | 1,331 | | | 1,310 | |
Interstellar Group B.V.(1)(3) | Delayed Draw Term Loan | 57 | | | 55 | |
Isolstar Holding NV (IPCOM)(1)(3) | Delayed Draw Term Loan | 761 | | | 744 | |
ITI Intermodal, Inc.(1)(2) | Delayed Draw Term Loan | — | | | 103 | |
ITI Intermodal, Inc.(1)(2) | Revolver | 634 | | | 118 | |
Jaguar Merger Sub Inc.(1) | Delayed Draw Term Loan | — | | | 422 | |
Jaguar Merger Sub Inc.(1) | Revolver | — | | | 490 | |
Jon Bidco Limited(1)(7) | Capex & Acquisition Facility | 415 | | | 428 | |
Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
| | | | | | | | | | | | | | |
Portfolio Company ($ in thousands) | Investment Type | June 30, 2023 | | December 31, 2022 |
Jones Fish Hatcheries & Distributors LLC(1)(2) | Revolver | 418 | | | 418 | |
Kano Laboratories LLC(1) | Delayed Draw Term Loan | 1,574 | | | 1,574 | |
Kano Laboratories LLC(1) | Delayed Draw Term Loan | 1,203 | | | 1,203 | |
Lambir Bidco Limited(1)(2)(3) | Delayed Draw Term Loan | 1,278 | | | 1,250 | |
LeadsOnline, LLC(1) | Revolver | 1,952 | | | 1,952 | |
LivTech Purchaser, Inc.(1)(2) | Delayed Draw Term Loan | 530 | | | 530 | |
Marmoutier Holding B.V.(1)(2)(3) | Delayed Draw Term Loan | 24 | | | 24 | |
Marmoutier Holding B.V.(1)(2)(3) | Revolver | 107 | | | 106 | |
Marshall Excelsior Co.(1)(2) | Revolver | 67 | | | 250 | |
MC Group Ventures Corporation(1) | Delayed Draw Term Loan | 290 | | | 311 | |
Mercell Holding AS(1)(8) | Capex Acquisition Facility | 366 | | | 398 | |
Modern Star Holdings Bidco Pty Limited(1)(2)(5) | Term Loan | 329 | | | 335 | |
Murphy Midco Limited(1)(4) | Delayed Draw Term Loan | 505 | | | 553 | |
Narda Acquisitionco., Inc.(1)(2) | Revolver | 684 | | | 615 | |
NeoxCo(1)(2)(3) | Delayed Draw Term Loan | 491 | | | — | |
Nexus Underwriting Management Limited(1)(2)(4) | Acquisition Facility | 704 | | | 810 | |
Nexus Underwriting Management Limited(1)(2)(4) | Revolver | 50 | | | — | |
NF Holdco, LLC(1)(2) | Revolver | 737 | | | — | |
Novotech Aus Bidco Pty Ltd(1) | Capex & Acquisition Facility | 1,042 | | | 1,042 | |
NPM Investments 28 BV(1)(3) | Delayed Draw Term Loan | 473 | | | 463 | |
OA Buyer, Inc.(1) | Revolver | 1,331 | | | 1,331 | |
OAC Holdings I Corp(1)(2) | Revolver | 196 | | | 303 | |
Omni Intermediate Holdings, LLC(1)(2) | Delayed Draw Term Loan | — | | | 2,505 | |
OSP Hamilton Purchaser, LLC(1) | Revolver | 298 | | | 187 | |
Polara Enterprises, L.L.C.(1) | Revolver | 273 | | | 273 | |
Premium Invest(1)(3) | Delayed Draw Term Loan | 3,709 | | | 3,629 | |
ProfitOptics, LLC(1) | Revolver | 32 | | | 194 | |
Protego Bidco B.V.(1)(2)(3) | Delayed Draw Term Loan | 172 | | | 210 | |
PSP Intermediate 4, LLC(1)(2)(3) | Delayed Draw Term Loan | 743 | | | 727 | |
Qualified Industries, LLC(1) | Revolver | 242 | | | — | |
Questel Unite(1)(2)(3) | Incremental Term Loan | 2,825 | | | 2,763 | |
R1 Holdings, LLC(1) | Delayed Draw Term Loan | 910 | | | 1,311 | |
R1 Holdings, LLC(1) | Revolver | 973 | | | 801 | |
Randys Holdings, Inc.(1)(2) | Delayed Draw Term Loan | 3,309 | | | 3,309 | |
Randys Holdings, Inc.(1)(2) | Revolver | 1,135 | | | 1,178 | |
Rep Seko Merger Sub LLC(1) | Delayed Draw Term Loan | 289 | | | 362 | |
Reward Gateway (UK) Ltd(1)(2)(4) | Acquisition Facility | — | | | 735 | |
Rocade Holdings LLC(1)(2) | Preferred Equity | 10,000 | | | — | |
Royal Buyer, LLC(1) | Delayed Draw Term Loan | 842 | | | 1,104 | |
Royal Buyer, LLC(1) | Revolver | 670 | | | 670 | |
Safety Products Holdings, LLC(1)(2) | Delayed Draw Term Loan | 2,451 | | | 2,451 | |
Sanoptis S.A.R.L.(1)(3) | Acquisition Capex Facility | 247 | | | 2,076 | |
SBP Holdings LP(1) | Delayed Draw Term Loan | 735 | | | — | |
SBP Holdings LP(1) | Revolver | 532 | | | — | |
Scaled Agile, Inc.(1)(2) | Delayed Draw Term Loan | 331 | | | 416 | |
Scaled Agile, Inc.(1)(2) | Revolver | 336 | | | 336 | |
Scout Bidco B.V.(1)(3) | Delayed Draw Term Loan | 1,160 | | | 1,135 | |
Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
| | | | | | | | | | | | | | |
Portfolio Company ($ in thousands) | Investment Type | June 30, 2023 | | December 31, 2022 |
Scout Bidco B.V.(1)(3) | Revolver | 526 | | | 515 | |
Sereni Capital NV(1)(3) | Delayed Draw Term Loan | 694 | | | — | |
Sereni Capital NV(1)(2)(3) | Term Loan | — | | | 109 | |
Smartling, Inc.(1)(2) | Delayed Draw Term Loan | — | | | 1,176 | |
Smartling, Inc.(1)(2) | Revolver | 588 | | | 588 | |
Soho Square III Debtco II SARL(1)(2)(4) | Delayed Draw Term Loan | 795 | | | 2,255 | |
Solo Buyer, L.P.(1) | Revolver | 957 | | | 1,197 | |
Sparus Holdings, LLC (f/k/a Sparus Holdings, Inc.)(1) | Delayed Draw Term Loan | 399 | | | 666 | |
Sparus Holdings, LLC (f/k/a Sparus Holdings, Inc.)(1) | Revolver | 98 | | | 156 | |
Spatial Business Systems LLC(1) | Delayed Draw Term Loan | 3,750 | | | 3,750 | |
Spatial Business Systems LLC(1) | Revolver | 703 | | | 703 | |
SSCP Pegasus Midco Limited(1)(4) | Delayed Draw Term Loan | 1,779 | | | 1,683 | |
Superjet Buyer, LLC(1) | Revolver | 1,460 | | | 1,460 | |
Syntax Systems Ltd(1)(2) | Delayed Draw Term Loan | 1,142 | | | 1,142 | |
Syntax Systems Ltd(1)(2) | Revolver | 199 | | | 199 | |
Tank Holding Corp(1)(2) | Delayed Draw Term Loan | 617 | | | — | |
Tank Holding Corp(1)(2) | Revolver | 164 | | | 545 | |
Tanqueray Bidco Limited(1)(2)(4) | Capex Facility | 1,150 | | | 1,088 | |
Techone B.V.(1)(3) | Revolver | 93 | | | 61 | |
Tencarva Machinery Company, LLC(1) | Revolver | 752 | | | 752 | |
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)(1) | Delayed Draw Term Loan | 2,707 | | | 2,707 | |
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)(1) | Revolver | 796 | | | 796 | |
The Cleaver-Brooks Company, Inc.(1) | Revolver | 1,615 | | | 1,413 | |
Trader Corporation(1)(6) | Revolver | 177 | | | 173 | |
TSYL Corporate Buyer, Inc.(1) | Delayed Draw Term Loan | 1,681 | | | 1,681 | |
TSYL Corporate Buyer, Inc.(1) | Revolver | 177 | | | 177 | |
Turbo Buyer, Inc.(1)(2) | Delayed Draw Term Loan | 974 | | | 974 | |
Union Bidco Limited(1)(2)(4) | Acquisition Facility | 83 | | | 78 | |
United Therapy Holding III GmbH(1)(2)(3) | Acquisition Facility | 675 | | | 1,170 | |
Unither (Uniholding)(1)(3) | Delayed Draw Term Loan | 473 | | | — | |
W2O Holdings, Inc.(1)(2) | Delayed Draw Term Loan | 234 | | | — | |
W2O Holdings, Inc.(1)(2) | Delayed Draw Term Loan | — | | | 1,060 | |
Waccamaw River(2) | Joint Venture | — | | | 2,480 | |
Whitcraft Holdings, Inc.(1)(2) | Revolver | 943 | | | — | |
Woodland Foods, LLC(1)(2) | Line of Credit | 606 | | | 213 | |
WWEC Holdings III Corp(1)(2) | Delayed Draw Term Loan | 1,165 | | | 1,165 | |
WWEC Holdings III Corp(1)(2) | Revolver | 652 | | | 512 | |
Xeinadin Bidco Limited(1)(4) | CAF Term Loan | 2,507 | | | 2,372 | |
ZB Holdco LLC(1) | Delayed Draw Term Loan | — | | | 676 | |
ZB Holdco LLC(1) | Revolver | 423 | | | 423 | |
Zeppelin Bidco Limited(1)(2)(4) | Capex / Acquisition Facility | 1,330 | | | 1,258 | |
Total unused commitments to extend financing | | $ | 139,048 | | | $ | 143,252 | |
(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.
Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
(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.
8. FINANCIAL HIGHLIGHTS
The following is a schedule of financial highlights for the six months ended June 30, 2023 and 2022:
| | | | | | | | | | | |
| Six Months Ended June 30, |
($ in thousands, except share and per share amounts) | 2023 | | 2022 |
Per share data: | | | |
Net asset value at beginning of period | $ | 21.66 | | | $ | 22.43 | |
Net investment income (1) | 1.41 | | | 1.15 | |
Net realized gain (loss) on investments / foreign currency transactions (1) | (0.50) | | | 0.11 | |
Net unrealized appreciation (depreciation) on investments / foreign currency transactions (1) | 0.63 | | | (0.43) | |
Total increase from investment operations (1) | 1.54 | | | 0.83 | |
Dividends paid to stockholders from net investment income | (1.19) | | | (0.96) | |
Dividends paid to stockholders from short-term realized gains | (0.03) | | | (0.07) | |
Total dividends declared | (1.22) | | | (1.03) | |
| | | |
| | | |
| | | |
| | | |
| | | |
Loss on extinguishment of debt (1) | — | | | (0.01) | |
| | | |
| | | |
Net asset value at end of period | $ | 21.98 | | | $ | 22.22 | |
Shares outstanding at end of period | 28,506,055 | | | 27,209,484 |
Net assets at end of period | $ | 626,530 | | | $ | 604,587 |
Average net assets | $ | 615,774 | | | $ | 548,900 |
Ratio of total expenses to average net assets (annualized) (2) | 10.61 | % | | 5.21 | % |
Ratio of net investment income to average net assets (annualized) (2) | 12.87 | % | | 10.23 | % |
Portfolio turnover ratio (annualized) | 6.00 | % | | 3.89 | % |
Total return (3) | 7.23 | % | | 3.64 | % |
| | | |
| | | |
(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)Does not include expenses of underlying investment companies, including joint ventures.
(3)Total return is calculated as the change in NAV per share during the period, divided by the beginning NAV per share and assumes reinvestment of dividends at prices obtained by the Company’s dividend reinvestment plan during the period.
9. SUBSEQUENT EVENTS
On August 9, 2023, the Board declared a quarterly dividend of $0.63 per share payable on September 13, 2023 to holders of record as of August 30, 2023.
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 six months ended June 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 were formed on February 20, 2020 as a Maryland limited liability company and converted to a Maryland corporation on April 28, 2020. On July 13, 2020, we commenced operations and made our first portfolio company investment. We are externally managed by Barings LLC, or Barings, an investment adviser that is registered with the SEC under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). 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 investment advisory agreement and an administration agreement. Instead of directly compensating employees, we pay Barings for investment and management services pursuant to the terms of an investment advisory agreement (the “Advisory Agreement”) and an administration agreement (the “Administration Agreement”).
Our primary investment objective is to provide consistently attractive returns. Barings employs fundamental credit analysis, and targets investments in businesses with relatively low levels of cyclicality (i.e., the risk of business cycles or other economic cycles adversely affecting them) and operating risk. The hold 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 seeks 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 focus on investing primarily in senior secured private debt instruments in well-established middle-market businesses that operate across a wide range of industries. To a lesser extent, we will invest in equity, special situations, structured credit (e.g., private asset-backed securities), syndicated loan opportunities and/or mortgage securities. Syndicated senior secured loans are either (i) marketed by investment banks, which are mandated to bring lenders together and underwrite the deal, to institutional investors or (ii) bought and sold by institutional investors in individually negotiated private transactions that function in many respects like an over-the-counter secondary market. On the other hand, senior secured private debt investments are negotiated directly with the borrower, rather than marketed by a third party or bought and sold in the secondary market. We believe senior secured private debt investments may offer higher returns and certain more favorable protections than syndicated senior secured loans. 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. We currently intend to invest primarily in senior secured private debt investments that have terms of between five and seven years and 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.
As of June 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 10.8% and 10.0%, respectively. The weighted average yield on the principal amount of all of our outstanding debt investments (including non-accrual debt investments) was approximately 10.7% and 9.8% as of June 30, 2023 and December 31, 2022, respectively.
Relationship with Our Adviser, Barings
Our Adviser, Barings, a wholly-owned subsidiary of Massachusetts Mutual Life Insurance Company (“MassMutual”), is a leading global asset management firm and is registered with the SEC as an investment adviser under the Advisers Act. 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 billion Global Fixed Income Platform (as of June 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. The Adviser has retained its indirect, wholly-owned subsidiary, Baring International Investment Limited (“BIIL”), as a sub-adviser to manage European investments for us. BIIL is an investment adviser registered with the SEC in the United States and the Financial Conduct Authority in the United Kingdom with its principal office located in London, England. As of June 30, 2023, BIIL had approximately £15.1 billion in assets under management.
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 50 investment professionals (as of June 30, 2023) located in three offices in the U.S. 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.
Portfolio Composition
The total value of our investment portfolio was $1,309.4 million as of June 30, 2023, as compared to $1,233.4 million as of December 31, 2022. As of June 30, 2023, we had investments in 238 portfolio companies with an aggregate cost of $1,327.9 million. As of December 31, 2022, we had investments in 228 portfolio companies with an aggregate cost of $1,261.6 million. As of both June 30, 2023 and December 31, 2022, none of our portfolio investments represented greater than 10% of the total fair value of our investment portfolio.
As of June 30, 2023 and December 31, 2022, our investment portfolio consisted of the following investments:
| | | | | | | | | | | | | | | | | | | | | | | |
($ in thousands) | Cost | | Percentage of Total Portfolio | | Fair Value | | Percentage of Total Portfolio |
June 30, 2023: | | | | | | | |
Senior debt and 1st lien notes | $ | 973,737 | | | 73 | % | | $ | 946,575 | | | 73 | % |
Subordinated debt and 2nd lien notes | 125,086 | | | 10 | | | 121,548 | | | 9 | |
Structured products | 30,746 | | | 2 | | | 26,914 | | | 2 | |
Equity shares | 146,284 | | | 11 | | | 171,725 | | | 13 | |
Equity warrants | 70 | | | — | | | 526 | | | — | |
Investments in joint ventures | 51,981 | | | 4 | | | 42,157 | | | 3 | |
| | | | | | | |
| $ | 1,327,904 | | | 100 | % | | $ | 1,309,445 | | | 100 | % |
| | | | | | | | | | | | | | | | | | | | | | | |
($ in thousands) | Cost | | Percentage of Total Portfolio | | Fair Value | | Percentage of Total Portfolio |
December 31, 2022: | | | | | | | |
Senior debt and 1st lien notes | $ | 950,985 | | | 75 | % | | $ | 920,219 | | | 75 | |
Subordinated debt and 2nd lien notes | 127,970 | | | 10 | | | 123,244 | | | 10 | |
Structured products | 32,015 | | | 3 | | | 28,321 | | | 2 | |
Equity shares | 94,592 | | | 8 | | | 113,666 | | | 9 | |
Equity warrants | 70 | | | — | | | 476 | | | — | |
Investments in joint ventures | 55,971 | | | 4 | | | 47,479 | | | 4 | |
| | | | | | | |
| $ | 1,261,603 | | | 100 | % | | $ | 1,233,405 | | | 100 | % |
Investment Activity
During the six months ended June 30, 2023, we made 13 new investments totaling $41.7 million, made investments in existing portfolio companies totaling $43.7 million, made additional investments in existing joint venture equity portfolio companies totaling $2.5 million and made a $45.0 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 four loans repaid at par totaling $21.8 million and received $20.1 million of portfolio company principal payments, recognizing a loss on these repayments of $0.9 million. We received sales proceeds of $23.5 million, recognizing a net realized loss on these transactions of $0.5 million. In addition, one of our debt investments was restructured, which resulted in a loss of $0.8 million. Finally, we received $6.5 million of return of capital from one of our joint ventures.
During the six months ended June 30, 2022, we made 45 new investments totaling $237.0 million, made investments in existing portfolio companies totaling $71.0 million and made additional investments in joint venture equity portfolio companies totaling $10.8 million. We had seven loans repaid at par totaling $18.8 million and received $9.3 million of portfolio company principal payments and sales proceeds, recognizing a net realized loss on these transactions of $1.6 million. In addition, we received $3.6 million of return of capital from one of our joint ventures.
Total portfolio investment activity for the six months ended June 30, 2023 and 2022 was as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Six Month Ended June 30, 2023: ($ in thousands) | Senior Debt and 1st Lien Notes | | Subordinated Debt and 2nd Lien Notes | | Structured Products | | Equity Shares | | Equity Warrants | | Investments in Joint Ventures | | | | Total |
Fair value, beginning of period | $ | 920,219 | | | $ | 123,244 | | | $ | 28,321 | | | $ | 113,666 | | | $ | 476 | | | $ | 47,479 | | | | | $ | 1,233,405 | |
New investments | 76,219 | | | 6,565 | | | — | | | 48,680 | | | — | | | 2,480 | | | | | 133,944 | |
Proceeds from sales of investments / return of capital | (24,638) | | | — | | | (444) | | | — | | | — | | | (6,470) | | | | | (31,552) | |
Loan origination fees received | (1,595) | | | (48) | | | — | | | — | | | — | | | — | | | | | (1,643) | |
Principal repayments received | (29,818) | | | (10,812) | | | (833) | | | — | | | — | | | — | | | | | (41,463) | |
Payment-in-kind interest/dividends | 1,953 | | | 1,165 | | | — | | | 3,013 | | | — | | | — | | | | | 6,131 | |
Accretion of loan premium/discount | 428 | | | 270 | | | 7 | | | — | | | — | | | — | | | | | 705 | |
Accretion of deferred loan origination revenue | 2,283 | | | 138 | | | — | | | — | | | — | | | — | | | | | 2,421 | |
Realized gain (loss) | (2,080) | | | (161) | | | — | | | — | | | — | | | — | | | | | (2,241) | |
Unrealized appreciation (depreciation) | 3,604 | | | 1,187 | | | (137) | | | 6,366 | | | 50 | | | (1,332) | | | | | 9,738 | |
Fair value, end of period | $ | 946,575 | | | $ | 121,548 | | | $ | 26,914 | | | $ | 171,725 | | | $ | 526 | | | $ | 42,157 | | | | | $ | 1,309,445 | |
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Six Month Ended June 30, 2022: ($ in thousands) | Senior Debt and 1st Lien Notes | | Subordinated Debt and 2nd Lien Notes | | Structured Products | | Equity Shares | | Equity Warrants | | Investments in Joint Ventures | | | | Total |
Fair value, beginning of period | $ | 620,928 | | | $ | 92,297 | | | $ | 30,900 | | | $ | 59,601 | | | $ | 163 | | | $ | 61,253 | | | | | $ | 865,142 | |
New investments | 249,271 | | | 32,276 | | | 4,520 | | | 21,954 | | | — | | | 10,831 | | | | | 318,852 | |
Proceeds from sales of investments | 784 | | | — | | | (2,792) | | | — | | | — | | | (3,631) | | | | | (5,639) | |
Loan origination fees received | (4,938) | | | (607) | | | — | | | — | | | — | | | — | | | | | (5,545) | |
Principal repayments received | (25,130) | | | — | | | (945) | | | — | | | — | | | — | | | | | (26,075) | |
Payment-in-kind interest/dividends | 1,299 | | | 608 | | | — | | | — | | | — | | | — | | | | | 1,907 | |
Accretion of loan premium/ discount | 916 | | | 82 | | | 7 | | | — | | | — | | | — | | | | | 1,005 | |
Accretion of deferred loan origination revenue | 1,668 | | | 87 | | | — | | | — | | | — | | | — | | | | | 1,755 | |
Realized gain (loss) | (1,599) | | | — | | | — | | | — | | | — | | | — | | | | | (1,599) | |
Unrealized appreciation (depreciation) | (23,288) | | | (3,827) | | | (2,376) | | | 11,078 | | | (125) | | | (6,164) | | | | | (24,702) | |
Fair value, end of period | $ | 819,911 | | | $ | 120,916 | | | $ | 29,314 | | | $ | 92,633 | | | $ | 38 | | | $ | 62,289 | | | | | $ | 1,125,101 | |
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 June 30, 2023, we had one portfolio company with investments on non-accrual, the fair value of which was $9.9 million, which comprised 0.8% of the total fair value our portfolio, and the cost of which was $17.4 million, which comprised of 1.3% of the total cost of our portfolio. As of December 31, 2022, we had one portfolio company with investments on non-accrual, the fair value of which was $6.5 million, which comprised 0.5% of the total fair value of our portfolio, and the cost of which was $17.4 million, which comprised 1.4% of the total cost of our portfolio.
A summary of our non-accrual asset as of June 30, 2023 is provided below.
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 generally accepted accounting principles (“U.S. GAAP”), we will not recognize interest income on our debt investment in Core Scientific for financial reporting purposes. As of June 30, 2023, the cost of our debt investment in Core Scientific was $17.4 million and the fair value of such investment was $9.9 million.
Results of Operations
Comparison of the three and six months ended June 30, 2023 and 2022
Operating results for the three and six months ended June 30, 2023 and 2022 were as follows:
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| Three Months Ended | | Three Months Ended | | Six Months Ended | | Six Months Ended |
($ in thousands) | June 30, 2023 | | June 30, 2022 | | June 30, 2023 | | June 30, 2022 |
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Total investment income | $ | 38,048 | | | $ | 23,076 | | | $ | 72,287 | | | $ | 42,396 | |
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Total operating expenses | 17,161 | | | 6,820 | | | 32,506 | | | 14,124 | |
Net investment income before taxes | 20,887 | | | 16,256 | | | 39,781 | | | 28,272 | |
Income taxes, including excise tax expense | 131 | | | — | | | 155 | | | — | |
Net investment income after taxes | 20,756 | | | 16,256 | | | 39,626 | | | 28,272 | |
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Net realized gains (losses) | (4,361) | | | (465) | | | (14,292) | | | 2,452 | |
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Net unrealized appreciation (depreciation) | 1,157 | | | (12,909) | | | 17,710 | | | (10,578) | |
Net realized gains (losses) and unrealized appreciation (depreciation) on investments and foreign currency borrowings | (3,204) | | | (13,374) | | | 3,418 | | | (8,126) | |
Loss on extinguishment of debt | — | | | — | | | — | | | (181) | |
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Net increase in net assets resulting from operations | $ | 17,552 | | | $ | 2,882 | | | $ | 43,044 | | | $ | 19,965 | |
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Net increases (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
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| Three Months Ended | | Three Months Ended | | Six Months Ended | | Six Months Ended |
($ in thousands) | June 30, 2023 | | June 30, 2022 | | June 30, 2023 | | June 30, 2022 |
Investment income: | | | | | | | |
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Interest income | $ | 29,366 | | | $ | 17,749 | | | $ | 56,686 | | | $ | 31,129 | |
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Dividend income | 4,786 | | | 2,874 | | | 8,265 | | | 6,664 | |
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Fee and other income | 1,867 | | | 1,728 | | | 3,552 | | | 2,743 | |
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Payment-in-kind interest income | 2,016 | | | 725 | | | 3,760 | | | 1,860 | |
Interest income from cash | 13 | | | — | | | 24 | | | — | |
Total investment income | $ | 38,048 | | | $ | 23,076 | | | $ | 72,287 | | | $ | 42,396 | |
The change in total investment income for the three and six months ended June 30, 2023, as compared to the three and six months ended June 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 and increased payment-in-kind (“PIK”) interest income. The weighted average yield on the principal amount of our outstanding debt investments, other than non-accrual debt investments, was 10.8% as of June 30, 2023, as compared to 7.8% as of June 30, 2022. The amount of our outstanding debt investments was $1,148.2 million as of June 30, 2023, as compared to $999.0 million as of June 30, 2022. The increase in the average size of our portfolio was largely due to increased middle-market investment and special situation investment opportunities. For the three and six months ended June 30, 2023, dividends from portfolio companies and joint venture investments were $4.8 million and $8.3 million, respectively, as compared to $2.9 million and $6.7 million for the three and six months ended June 30, 2022. For the three and six months ended June 30, 2023, PIK interest income was $2.0 million and $3.8 million, as compared to $0.7 million and $1.9 million, respectively, for the three and six months ended June 30, 2022.
Operating Expenses
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| Three Months Ended | | Three Months Ended | | Six Months Ended | | Six Months Ended |
($ in thousands) | June 30, 2023 | | June 30, 2022 | | June 30, 2023 | | June 30, 2022 |
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Operating expenses: | | | | | | | |
Interest and other financing fees | $ | 12,862 | | | $ | 5,055 | | | $ | 24,154 | | | $ | 8,806 | |
Base management fee | 504 | | | 409 | | | 990 | | | 764 | |
Incentive fee | 2,984 | | | 412 | | | 5,683 | | | 2,735 | |
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Professional fees | 214 | | | 265 | | | 446 | | | 481 | |
Directors fees | 60 | | | 60 | | | 120 | | | 135 | |
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Custody and administrative fees | 178 | | | 158 | | | 361 | | | 351 | |
Other general and administrative expenses | 359 | | | 461 | | | 752 | | | 852 | |
Total operating expenses | $ | 17,161 | | | $ | 6,820 | | | $ | 32,506 | | | $ | 14,124 | |
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Interest and Other Financing Fees
Interest and other financing fees during both the three and six months ended June 30, 2023 and 2022 were predominately attributable to borrowings under the February 2027 Notes and the ING Credit Facility (each as defined below under “Financial Condition, Liquidity and Capital Resources”). The increase in interest and other financing fees for the three and six months ended June 30, 2023 as compared to the three and six months ended June 30, 2022, was primarily attributable to increased borrowings under the ING Credit Facility and an increase in the weighted average interest rate on the ING Credit Facility. The weighted average interest on the ING Credit Facility was 7.1% as of June 30, 2023, as compared to 3.9% as of June 30, 2022.
Base Management Fee
Under the Advisory Agreement, we pay Barings a 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 at the end of the two most recently completed calendar quarters (including the quarter for which such fees are being calculated) and appropriately adjusted for any share issuances or repurchases during the quarter. The base management fee for any partial quarter is appropriately pro-rated. See Note 2 to our Unaudited Consolidated Financial Statements for additional information regarding the Advisory Agreement and the fee arrangement thereunder. For the three and six months ended June 30, 2023, the amount of base management fees incurred were $0.5 million and $1.0 million, respectively. For the three and six months ended June 30, 2022, the amount of base management fees incurred were $0.4 million and $0.8 million, respectively.
Incentive Fees
Under the Advisory Agreement, we pay Barings an incentive fee. The incentive fee consists of two parts: (i) an Income-Based Fee based on pre-incentive fee net investment income and (ii) a Capital Gains Fee based on the net capital gains received on our portfolio of securities on a cumulative basis through the end of each calendar year, net of all realized capital losses and all unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid incentive fee on capital gains. The Income-Based Fee is subject to a floating “hurdle rate” based on SOFR, a “catch-up” feature and an incentive fee cap. See Note 2 to our Unaudited Consolidated Financial Statements for additional information regarding the Advisory Agreement and the fee arrangements thereunder. For the three and six months ended June 30, 2023, the amount of Income-Based Fees incurred were $3.0 million and $5.7 million, respectively, as compared to $2.1 million and $3.9 million for the three and six months ended June 30, 2022. The increase in the Income-Based Fees for the three and six months ended June 30, 2023, as compared to the three and six months ended June 30, 2022, relates predominately to an increase in pre-incentive fee net investment income. The amount of pre-incentive fee net investment income was $23.9 million as of June 30, 2023, as compared to $16.7 million as of June 30, 2022.
For the three and six months ended June 30, 2023, we did not accrue any Capital Gains Fee. For the three and six months ended June 30, 2022 we reduced the Capital Gains Fee accrual by $1.7 million and $1.1 million, respectively. As required by U.S. GAAP, we accrue the Capital Gains Fee on unrealized gains. This accrual reflects the incentive fees that would be payable to the Adviser if our entire investment portfolio was liquidated at its fair value as of the balance sheet date even though the Adviser is not entitled to an incentive fee with respect to unrealized gains unless and until such gains are actually realized. There can be no assurance that such unrealized capital appreciation will be realized in the future.
Professional Fees
Professional fees generally include legal and accounting expenses.
Other General and Administrative Expenses
We have entered into the Administration Agreement with Barings. 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 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. For the three and six months ended June 30, 2023, the amount of administration expense incurred and invoiced by Barings for expenses was approximately $0.2 million and $0.5 million, respectively. For the three and six months ended June 30, 2022, the amount of administration expense incurred and invoiced by Barings for expenses was approximately $0.3 million and $0.7 million, respectively. In addition to expenses incurred under the Administration Agreement, other general and administrative expenses include D&O insurance costs and other costs related to our operations.
Net Realized Gains (Losses)
Net realized gains (losses) during the three and six months ended June 30, 2023 and 2022 were as follows:
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| Three Months Ended | | Three Months Ended | | Six Months Ended | | Six Months Ended |
($ in thousands) | June 30, 2023 | | June 30, 2022 | | June 30, 2023 | | June 30, 2022 |
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Net realized gains (losses): | | | | | | | |
Non-Control / Non-Affiliate investments | $ | (2,017) | | | $ | (1,828) | | | $ | (2,241) | | | $ | (1,638) | |
Affiliate investments | — | | | — | | | — | | | 39 | |
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Net realized gains (losses) on investments | (2,017) | | | (1,828) | | | (2,241) | | | (1,599) | |
Foreign currency transactions | (2,344) | | | $ | 1,363 | | | (12,051) | | | 4,051 | |
Net realized gains (losses) | $ | (4,361) | | | $ | (465) | | | $ | (14,292) | | | $ | 2,452 | |
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During the three months ended June 30, 2023, we recognized net realized losses totaling $4.4 million, which consisted primarily of a net loss on foreign currency transactions of $2.3 million and a net loss on our loan portfolio of $2.0 million. During the six months ended June 30, 2023, we recognized net realized losses totaling $14.3 million, which consisted primarily of a net loss on foreign currency transactions of $12.1 million and a net loss on our loan portfolio of $2.2 million.
During the three months ended June 30, 2022, we recognized net realized losses totaling $0.5 million, which consisted primarily of a net loss on our loan portfolio of $1.8 million, partially offset by a net gain on foreign currency transactions of $1.4 million. For the six months ended June 30, 2022, we recognized net realized gains totaling $2.5 million, which consisted primarily of a net gain on foreign currency transactions of $4.1 million, partially offset by a net loss on our loan portfolio of $1.6 million.
Net Unrealized Appreciation (Depreciation)
Net unrealized appreciation (depreciation) during the three and six months ended June 30, 2023 and 2022 were as follows: | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Three Months Ended | | Six Months Ended | | Six Months Ended |
($ in thousands) | June 30, 2023 | | June 30, 2022 | | June 30, 2023 | | June 30, 2022 |
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Net unrealized appreciation (depreciation) | | | | | | | |
Non-Control / Non-Affiliate investments | $ | (401) | | | $ | (23,571) | | | $ | 5,723 | | | $ | (30,118) | |
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Affiliate investments | 402 | | | (3,702) | | | 3,854 | | | 5,211 | |
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Net unrealized appreciation (depreciation) on investments | 1 | | | (27,273) | | | 9,577 | | | (24,907) | |
Foreign currency transactions | 1,156 | | | 14,364 | | | 8,133 | | | 14,329 | |
Net unrealized appreciation (depreciation) | $ | 1,157 | | | $ | (12,909) | | | $ | 17,710 | | | $ | (10,578) | |
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During the three months ended June 30, 2023, we recorded net unrealized appreciation totaling $1.2 million, consisting of net unrealized appreciation related to foreign currency transactions of $1.2 million and net unrealized appreciation reclassification adjustments of $1.9 million related to net realized losses recognized during the year, partially offset by net unrealized depreciation on our current portfolio of $1.9 million. The net unrealized depreciation on our current portfolio of $1.9 million was driven primarily by the credit or fundamental performance of investments of $1.4 million and broad market moves
for investments of $2.1 million, partially offset by the impact of foreign currency exchange rates on investments of $1.6 million.
During the six months ended June 30, 2023, we recorded net unrealized appreciation totaling $17.7 million, consisting of net unrealized appreciation on our current portfolio of $7.4 million, net unrealized appreciation related to foreign currency transactions of $8.1 million and net unrealized appreciation reclassification adjustments of $2.4 million related to net realized losses recognized during the year, partially offset by deferred taxes of $0.2 million. The net unrealized appreciation on our current portfolio of $7.4 million was driven primarily by the credit or fundamental performance of investments of $3.5 million and the impact of foreign currency exchange rates on investments of $5.5 million, partially offset by broad market moves for investments of $1.6 million.
During the three months ended June 30, 2022, we recorded net unrealized depreciation totaling $12.9 million, consisting of net unrealized depreciation on our current portfolio of $26.5 million, net unrealized depreciation reclassification adjustments of $0.7 million related to realized gains and losses recognized during the year and deferred tax liability of $0.1 million, partially offset by net unrealized appreciation related to foreign currency transactions of $14.4 million. The net unrealized depreciation on our current portfolio of $26.5 million was driven primarily by the impact of foreign currency exchange rates on investments of $14.0 million and broad market moves for investments of $13.1 million, partially offset by the credit or fundamental performance of investments of $0.6 million.
During the six months ended June 30, 2022, we recorded net unrealized depreciation totaling $10.6 million, consisting of net unrealized depreciation on our current portfolio of $23.8 million, deferred tax liability of $0.2 million and net unrealized depreciation reclassification adjustments of $0.9 million related to realized gains and losses recognized during the year, partially offset by net unrealized appreciation related to foreign currency transactions of $14.3 million. The net unrealized depreciation on our current portfolio of $23.8 million was driven primarily by the impact of foreign currency exchange rates on investments of $16.7 million and broad market moves for investments of $20.2 million, partially offset by the credit or fundamental performance of investments of $13.1 million.
Financial Condition, Liquidity and Capital Resources
We believe that our current cash and foreign currencies on hand, our available borrowing capacity under the ING 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 “Financial Condition, Liquidity and Capital Resources” section should be read in conjunction with the notes to our Unaudited Consolidated Financial Statements.
On June 24, 2020, our sole stockholder approved a proposal to authorize us to be subject to a reduced asset coverage ratio of at least 150% under the Investment Company Act of 1940, as amended (the “1940 Act”). As a result of stockholder approval, effective June 25, 2020, our applicable minimum asset coverage ratio under the 1940 Act was decreased to 150% from 200%. Thus, we are permitted under the 1940 Act, under specified conditions, to issue multiple classes of debt and one class of stock senior to our common stock if our asset coverage, as defined in the 1940 Act, is at least equal to 150% immediately after each such issuance. Our asset coverage ratio was 184.0% as of June 30, 2023.
Cash Flows
For the six months ended June 30, 2023, we experienced a net decrease in cash in the amount of $15.7 million. During that period, our operating activities used $57.1 million in cash, consisting primarily of purchases of portfolio investments of $151.5 million, partially offset by proceeds from sales or repayments of portfolio investments totaling $73.8 million. In addition, our financing activities provided $41.4 million of cash, consisting primarily of net borrowings under the ING Credit Facility totaling $60.0 million, partially offset by dividends paid in the amount of $18.6 million. As of June 30, 2023, we had $45.2 million of cash on hand, including foreign currencies.
For the six months ended June 30, 2022, we experienced a net increase in cash in the amount of $108.9 million. During that period, our operating activities used $237.2 million in cash, consisting primarily of purchases of portfolio investments of $331.2 million, partially offset by proceeds from sales of portfolio investments totaling $71.0 million. In addition, our financing activities provided $346.1 million of cash, consisting primarily of net proceeds from the issuance of the February 2027 Notes of $99.9 million, borrowings under the ING Credit Facility totaling $213.6 million and proceeds from the issuance of common stock of $113.9 million, partially offset by repayment of the September 2020 Subscription Facility totaling $66.4 million and dividends paid in the amount of $14.1 million. As of June 30, 2022, we had $153.9 million of cash on hand, including foreign currencies.
Financing Transactions
September 2020 Subscription Facility
On September 21, 2020, we entered into a revolving credit agreement (as subsequently amended, the “September 2020 Subscription Facility”) with Société Générale, as administrative agent and a lender, and the other lenders from time to time party thereto. The September 2020 Subscription Facility initially allowed us to borrow up to $160 million, reduced to $110 million in October 2021, at any one time outstanding, subject to certain restrictions, including availability under the borrowing base, which was based on unused capital commitments from different categories of investors (with varying advance rates amongst the different categories of investors).
The amount of permissible borrowings under the September 2020 Subscription Facility could be increased to an agreed-upon amount with the consent of the administrative agent. The September 2020 Subscription Facility had a maturity date of September 21, 2022. On March 25, 2022, following the repayment of all borrowings, interest, and fees payable thereunder, and at our election, the September 2020 Subscription Facility was terminated, including all commitments and obligations with Société Générale to lend and make advances to us. In connection with the termination, the pro rata portion of the unamortized deferred financing costs related to the September 2020 Subscription Facility was written off and recognized as a loss on extinguishment of debt in our Unaudited Consolidated Statements of Operations.
Borrowings under the September 2020 Subscription Facility bore interest at a rate equal to, at our election, either (i) with respect to loans bearing interest at a rate based on LIBOR (as such term is defined in the September 2020 Subscription Facility which definition includes different LIBOR calculations based on the applicable currency), the rate per annum determined by the administrative agent to be equal to (a) the quotient obtained by dividing: (1) LIBOR for such loan for such one-month, three-months or other period requested by us or otherwise consented to by the administrative agent; by (2) one minus the maximum rate at which reserves (including, without limitation, any marginal, special, supplemental, or emergency reserves) are required to be maintained under regulations issued from time to time by the Board of Governors of the Federal Reserve System (or any successor) by member banks of the Federal Reserve System against “Eurocurrency liabilities” (as such term is used in Regulation D) for such loan for such one-month, three-months or other period requested by us, provided that if the calculation above results in a rate of less than zero (0), the rate shall be deemed to be zero (0) for all purposes, plus (b) 185 basis points per annum; or (ii) with respect to loans bearing interest at a rate based on the rate of interest per annum publicly announced from time to time by the administrative agent as its prime rate (the “Prime Rate”) or the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers (the “Federal Funds Rate”) the greater of (a) the Prime Rate plus 185 basis points and (b) the Federal Funds Rate plus fifty basis points plus 185 basis points. We were required to pay a commitment fee on the unused portion of the September 2020 Subscription Facility.
We and the administrative agent, for the benefit of the secured parties, entered into a borrower security agreement pursuant to which our obligations under the September 2020 Subscription Facility were secured by a first-priority security interest in our right, title and interest in the capital commitments of our investors. In addition, we and the administrative agent, for the benefit of the secured parties, entered into a borrower pledge of collateral account pursuant to which our obligations under the September 2020 Subscription Facility were secured by a first-priority security interest in our account held at State Street Bank and all of our right, title and interest in the amounts or property held in such account.
Borrowings under the September 2020 Subscription Facility were subject to the leverage restrictions applicable to us that are contained in the 1940 Act.
ING Capital Credit Facility
On January 15, 2021, we entered into a senior secured revolving credit facility (as subsequently amended and restated, the “ING Credit Facility”) with ING Capital LLC (“ING”) as administrative agent, and the lenders party thereto. The initial commitments under the ING Credit Facility totaled $65.0 million.
On April 30, 2021, we amended and restated the credit agreement governing the ING Credit Facility to increase the total commitments under the facility to $325.0 million and include a $25.0 million letter of credit sub-facility. On July 22, 2021, we entered into an incremental commitment and assumption agreement to increase the aggregate commitments under the ING Credit Facility to $500.0 million. As amended as of March 31, 2022, we had aggregate commitments from lenders of $500.0 million under the ING Credit Facility, the maximum commitment then allowed under the ING Credit Facility. On April 25, 2022, we amended the ING Credit Facility to, among other things, (i) increase total commitments from lenders to $625.0 million from $500.0 million, (ii) upsize the accordion feature under the ING Credit Facility to allow for an increase in aggregate commitments thereunder from new and existing lenders on the same terms and conditions as the existing commitments up to a
total of $800.0 million, subject to certain conditions and the satisfaction of specified financial covenants, and (iii) replace the LIBOR benchmark provisions under the ING Credit Facility with SOFR benchmark provisions. On October 13, 2022, we amended the ING Credit Facility to increase total commitments from lenders to $710.0 million from $625.0 million.
We can borrow foreign currencies directly under the ING Credit Facility. The ING Credit Facility is secured primarily by a material portion of our present and future property and assets and is guaranteed by certain of our subsidiaries. The revolving period under the ING Credit Facility terminates on April 30, 2025, and the final maturity date of the ING Credit Facility is scheduled for April 30, 2026.
Borrowings under the ING Credit Facility bear interest on a per annum basis equal to (i) for borrowings denominated in U.S. Dollars, subject to our election, the alternate base rate plus 1.15% or the adjusted eurocurrency rate plus 2.15%, (ii) for borrowings denominated in Pounds Sterling, Swiss Francs, Euros, Canadian Dollars, Danish Krone, Norwegian Krone or Swedish Krona, the adjusted eurocurrency rate plus 2.15%, (iii) for borrowings denominated in Australian Dollars, the adjusted eurocurrency rate plus 2.35%, or (iv) for borrowings denominated in New Zealand Dollars, the adjusted eurocurrency rate plus 2.45%. The alternate base rate is equal to the greatest of (i) the prime rate, (ii) the federal funds rate plus 0.50%, (iii) the overnight bank funding rate plus 0.50%, (iv) the adjusted three-month SOFR plus 1.00% and (v) 1.00%. The adjusted eurocurrency rate is equal to the eurocurrency rate for the applicable interest period plus any applicable statutory reserve rate for such interest period, subject to a 0.00% floor. We pay a commitment fee on undrawn amounts under the ING Credit Facility.
The ING Credit Facility contains certain affirmative and negative covenants, including but not limited to (i) maintaining minimum stockholders’ equity, (ii) maintaining a minimum asset coverage ratio of (a) 150% at any time that more than 70% of the total fair value of our portfolio comprises cash, cash equivalents, long-term U.S. government securities or first lien loans to portfolio companies, or (b) 167% or 200% at specified concentrations of such assets at amounts less than or equal to 70% of the total fair value of our portfolio, (iii) meeting a minimum liquidity test, (iv) meeting a minimum net worth test, and (v) maintaining our status as a regulated investment company (“RIC”) under the Internal Revenue Code of 1986, as amended (the “Code”) and as a BDC under the 1940 Act. The ING 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, certain change of control events, and the occurrence of a material adverse effect. The ING 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.
ING and other lenders under the ING Credit Facility, and their respective affiliates, may from time to time receive customary fees and expenses in the performance of investment banking, financial advisory or other services for us. As of June 30, 2023, we were in compliance with all covenants of the ING Credit Facility.
We, one of our subsidiaries, BCIC Holdings, Inc., ING, as administrative agent, the financing agents and designated indebtedness holders that become parties thereto and ING, as collateral agent, also entered into a guarantee, pledge and security agreement, dated as of January 15, 2021, pursuant to which our obligations under the ING Credit Facility are secured by a first-priority security interest (subject to certain exceptions) in substantially all of our and our subsidiary guarantors’ present and future property and assets.
As of June 30, 2023, we had U.S. dollar borrowings of $530.0 million under the ING Credit Facility with an interest rate of 7.352% (with Term SOFR borrowings subject to one month SOFR of 5.102%), borrowings denominated in British pounds sterling of £33.2 million ($42.2 million U.S. dollars) with an interest rate of 6.611% (one month SONIA of 4.461%), borrowings denominated in Euros of €63.5 million ($69.3 million U.S. dollars) with an interest rate of 5.463% (one month EURIBOR of 3.313%) and borrowings denominated in Australian Dollars of A$5.5 million ($3.7 million U.S. dollars) with an interest rate of 6.463% (one month AUD Screen Rate of 4.313%). 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 ING Credit Facility borrowings is included in “unrealized appreciation (depreciation) - foreign currency transactions” in our Unaudited Consolidated Statements of Operations.
February 2027 Notes
On February 22, 2022, we entered into a Note Purchase Agreement (the “February 2022 NPA”) governing the issuance of $100.0 million in aggregate principal amount of senior unsecured notes due February 22, 2027 (the “February 2027 Notes”), in each case, to qualified institutional investors in a private placement. The February 2027 Notes were delivered and paid for on
February 22, 2022.
The February 2027 Notes, for which we were required to obtain an initial rating by June 30, 2022, have a fixed interest rate of 4.75% per year, subject to a step up of 0.75% per year, to the extent the February 2027 Notes fail to satisfy certain investment grade rating conditions.
The February 2027 Notes will mature on February 22, 2027 unless redeemed, purchased or prepaid prior to such date by us in accordance with the terms of the February 2022 NPA. Interest on the February 2027 Notes will be due semiannually in February and August of each year, beginning in August 2022. In addition, we are obligated to offer to repay the February 2027 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 2022 NPA, we may redeem the February 2027 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 22, 2026, a make-whole premium.
The February 2022 NPA contains certain representations and warranties, and various covenants and reporting requirements customary for agreements of this type, 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, liens, restricted payments, and investments. In addition, the February 2022 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 stockholders, 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 2022 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, if any, 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 2027 Notes at the time outstanding may declare all February 2027 Notes then outstanding to be immediately due and payable.
Our obligations under the February 2022 NPA are general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by us. As of June 30, 2023, we were in compliance with all covenants under the February 2022 NPA.
The February 2027 Notes were offered in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The February 2027 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.
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 for federal income tax purposes to be treated, and intend to qualify annually, 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). We 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. 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 a portion 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 (“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 income 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 income 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 income.
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 (“OID”) (such as debt instruments issued with warrants), we must include in ICTI each year a portion of the OID 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 OID 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 $20.3 million of new commitments, of which $16.1 million closed and funded. The $16.1 million of investments consists of $15.8 million of first lien senior secured debt investments and $0.3 million of equity investments. The weighted average yield of the debt investments was 11.4%. In addition, we funded $3.1 million of previously committed delayed draw term loans.
On August 9, 2023, the Board declared a quarterly dividend of $0.63 per share payable on September 13, 2023 to holders of record as of August 30, 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 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 net asset value 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 June 30, 2023, our investment portfolio, valued at fair value in accordance with the Board-approved valuation policies, represented approximately 209% 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.
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).
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 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 Banff Partners LP, Thompson Rivers LLC and Waccamaw River LLC
As Banff Partners LP, Thompson Rivers LLC and Waccamaw River LLC are investment companies with no readily determinable fair values, the Adviser estimates the fair value of our investments in these entities using net asset value of each company and our ownership percentage as a practical expedient. The net asset value 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. 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 OID 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 (“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.
Fee income for the three and six months ended June 30, 2023 and 2022 was as follows: | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Three Months Ended | | Six Months Ended | | Six Months Ended |
($ in thousands) | June 30, 2023 | | June 30, 2022 | | June 30, 2023 | | June 30, 2022 |
Recurring Fee Income: | | | | | | | |
Amortization of loan origination fees | $ | 965 | | | $ | 800 | | | $ | 1,893 | | | $ | 1,488 | |
Management, valuation and other fees | 351 | | | 274 | | | 686 | | | 544 | |
Total Recurring Fee Income | 1,316 | | | 1,074 | | | 2,579 | | | 2,032 | |
Non-Recurring Fee Income: | | | | | | | |
Prepayment fees | 213 | | | — | | | 213 | | | — | |
Acceleration of unamortized loan origination fees | 327 | | | 244 | | | 528 | | | 265 | |
Advisory, loan amendment and other fees | 11 | | | 410 | | | 232 | | | 446 | |
Total Non-Recurring Fee Income | 551 | | | 654 | | | 973 | | | 711 | |
Total Fee Income | $ | 1,867 | | | $ | 1,728 | | | $ | 3,552 | | | $ | 2,743 | |
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 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 June 30, 2023, we believe we have adequate financial resources to satisfy our unfunded commitments. The balances of unused commitments to extend financing as of June 30, 2023 and December 31, 2022 were as follows:
| | | | | | | | | | | | | | | | |
Portfolio Company ($ in thousands) | Investment Type | June 30, 2023 | | December 31, 2022 | | |
Accurus Aerospace Corporation(1)(2) | Revolver | $ | 253 | | | $ | 461 | | | |
Adhefin International(1)(2)(3) | Delayed Draw Term Loan | 808 | | | — | | | |
Air Comm Corporation, LLC(1)(2) | Delayed Draw Term Loan | 1,237 | | | — | | | |
AlliA Insurance Brokers NV(1)(3) | Delayed Draw Term Loan | 1,871 | | | — | | | |
Americo Chemical Products, LLC(1)(2) | Revolver | 471 | | | — | | | |
Amtech LLC(1) | Delayed Draw Term Loan | 454 | | | 909 | | | |
| | | | | | | | | | | | | | | | |
Portfolio Company ($ in thousands) | Investment Type | June 30, 2023 | | December 31, 2022 | | |
Amtech LLC(1) | Revolver | 227 | | | 182 | | | |
AnalytiChem Holding GmbH(1)(2)(3) | Bridge Revolver | 175 | | | 171 | | | |
APC1 Holding(1)(3) | Delayed Draw Term Loan | — | | | 354 | | | |
Aquavista Watersides 2 LTD(1)(2)(4) | Capex / Acquisition Facility | 663 | | | 761 | | | |
Arc Education(1)(3) | Delayed Draw Term Loan | 1,732 | | | 1,900 | | | |
Argus Bidco Limited(1)(2)(4) | CAF Term Loan | 347 | | | 395 | | | |
Argus Bidco Limited(1)(2)(4) | RCF Bridge Term Loan | — | | | 84 | | | |
ASC Communications, LLC(1) | Revolver | 659 | | | 659 | | | |
Astra Bidco Limited(1)(4) | Delayed Draw Term Loan | 469 | | | 683 | | | |
ATL II MRO Holdings Inc.(1) | Revolver | 1,250 | | | 1,250 | | | |
Avance Clinical Bidco Pty Ltd(1)(2)(5) | Delayed Draw Term Loan | 958 | | | 976 | | | |
Azalea Buyer, Inc.(1) | Delayed Draw Term Loan | 641 | | | 641 | | | |
Azalea Buyer, Inc.(1) | Revolver | 321 | | | 321 | | | |
Bariacum S.A(1)(3) | Acquisition Facility | 327 | | | 640 | | | |
Beyond Risk Management, Inc.(1)(2) | Delayed Draw Term Loan | 2,423 | | | 2,423 | | | |
Biolam Group(1)(2)(3) | Delayed Draw Term Loan | 993 | | | 3,189 | | | |
Bounteous, Inc.(1)(2) | Delayed Draw Term Loan | 2,580 | | | 2,580 | | | |
Brightpay Limited(1)(3) | Delayed Draw Term Loan | 124 | | | 122 | | | |
BrightSign LLC(1)(2) | Revolver | 238 | | | 715 | | | |
CAi Software, LLC(1)(2) | Revolver | 707 | | | 707 | | | |
Canadian Orthodontic Partners Corp.(1)(2)(6) | Delayed Draw Term Loan | — | | | 106 | | | |
Ceres Pharma NV(1)(3) | Delayed Draw Term Loan | — | | | 1,610 | | | |
CGI Parent, LLC(1)(2) | Revolver | 1,653 | | | 1,653 | | | |
Comply365, LLC(1) | Revolver | 556 | | | 472 | | | |
Coyo Uprising GmbH(1)(3) | Delayed Draw Term Loan | 516 | | | 505 | | | |
CSL DualCom(1)(4) | Capex / Acquisition Term Loan | 187 | | | 177 | | | |
DataServ Integrations, LLC(1) | Revolver | 481 | | | 481 | | | |
DecksDirect, LLC(1) | Revolver | 218 | | | 218 | | | |
DISA Holdings Corp.(1) | Delayed Draw Term Loan | 858 | | | 912 | | | |
DISA Holdings Corp.(1) | Revolver | 286 | | | 277 | | | |
Dune Group(1)(2)(3) | Delayed Draw Term Loan | 1,002 | | | 980 | | | |
Dwyer Instruments, Inc.(1) | Delayed Draw Term Loan | 1,845 | | | 1,845 | | | |
Eclipse Business Capital, LLC(1) | Revolver | 9,433 | | | 8,625 | | | |
EMI Porta Holdco LLC(1)(2) | Delayed Draw Term Loan | 3,532 | | | 3,532 | | | |
EMI Porta Holdco LLC(1)(2) | Revolver | 440 | | | 631 | | | |
EPS NASS Parent, Inc.(1) | Delayed Draw Term Loan | — | | | 187 | | | |
eShipping, LLC(1) | Delayed Draw Term Loan | 1,923 | | | 1,923 | | | |
eShipping, LLC(1) | Revolver | 1,122 | | | 1,122 | | | |
Eurofins Digital Testing International LUX Holding SARL(1)(2)(3) | Delayed Draw Term Loan | 360 | | | 352 | | | |
Eurofins Digital Testing International LUX Holding SARL(1)(2)(3) | Delayed Draw Term Loan | 1,798 | | | 1,759 | | | |
Events Software BidCo Pty Ltd(1)(2) | Delayed Draw Term Loan | 640 | | | 640 | | | |
Express Wash Acquisition Company, LLC(1)(2) | Revolver | 77 | | | 77 | | | |
Faraday(1)(3) | Delayed Draw Term Loan | 978 | | | | | |
Fineline Technologies, Inc.(1)(2) | Delayed Draw Term Loan | — | | | 240 | | | |
Finexvet(1)(2)(3) | Delayed Draw Term Loan | 642 | | | — | | | |
Footco 40 Limited(1)(2)(4) | Delayed Draw Term Loan | 572 | | | 766 | | | |
| | | | | | | | | | | | | | | | |
Portfolio Company ($ in thousands) | Investment Type | June 30, 2023 | | December 31, 2022 | | |
Fortis Payment Systems, LLC(1) | Delayed Draw Term Loan | 575 | | | 925 | | | |
FragilePak LLC(1) | Delayed Draw Term Loan | — | | | 3,779 | | | |
GB Eagle Buyer, Inc.(1) | Revolver | 1,935 | | | 1,935 | | | |
Global Academic Group Limited(1)(7) | Term Loan | 291 | | | 301 | | | |
GPZN II GmbH(1)(2)(3) | CAF Term Loan | — | | | 560 | | | |
Greenhill II BV(1)(3) | Capex Acquisition Facility | 119 | | | 255 | | | |
Groupe Product Life(1)(3) | Delayed Draw Term Loan | — | | | 441 | | | |
Gusto Aus BidCo Pty Ltd(1)(5) | Delayed Draw Term Loan | 219 | | | 223 | | | |
HeartHealth Bidco Pty Ltd(1)(5) | Delayed Draw Term Loan | 307 | | | 313 | | | |
Heartland Veterinary Partners, LLC(1)(2) | Delayed Draw Term Loan | — | | | 95 | | | |
HEKA Invest(1)(3) | Delayed Draw Term Loan | 568 | | | 555 | | | |
HTI Technology & Industries(1) | Delayed Draw Term Loan | 1,023 | | | 1,023 | | | |
HTI Technology & Industries(1) | Revolver | 682 | | | 682 | | | |
Innovad Group II BV(1)(3) | Delayed Draw Term Loan | 173 | | | 834 | | | |
INOS 19-090 GmbH(1)(3) | Acquisition Facility | 1,262 | | | 1,235 | | | |
Interstellar Group B.V.(1)(3) | Delayed Draw Term Loan | 1,331 | | | 1,310 | | | |
Interstellar Group B.V.(1)(3) | Delayed Draw Term Loan | 57 | | | 55 | | | |
Isolstar Holding NV (IPCOM)(1)(3) | Delayed Draw Term Loan | 761 | | | 744 | | | |
ITI Intermodal, Inc.(1)(2) | Delayed Draw Term Loan | — | | | 103 | | | |
ITI Intermodal, Inc.(1)(2) | Revolver | 634 | | | 118 | | | |
Jaguar Merger Sub Inc.(1) | Delayed Draw Term Loan | — | | | 422 | | | |
Jaguar Merger Sub Inc.(1) | Revolver | — | | | 490 | | | |
Jon Bidco Limited(1)(7) | Capex & Acquisition Facility | 415 | | | 428 | | | |
Jones Fish Hatcheries & Distributors LLC(1)(2) | Revolver | 418 | | | 418 | | | |
Kano Laboratories LLC(1) | Delayed Draw Term Loan | 1,574 | | | 1,574 | | | |
Kano Laboratories LLC(1) | Delayed Draw Term Loan | 1,203 | | | 1,203 | | | |
Lambir Bidco Limited(1)(2)(3) | Delayed Draw Term Loan | 1,278 | | | 1,250 | | | |
LeadsOnline, LLC(1) | Revolver | 1,952 | | | 1,952 | | | |
LivTech Purchaser, Inc.(1)(2) | Delayed Draw Term Loan | 530 | | | 530 | | | |
Marmoutier Holding B.V.(1)(2)(3) | Delayed Draw Term Loan | 24 | | | 24 | | | |
Marmoutier Holding B.V.(1)(2)(3) | Revolver | 107 | | | 106 | | | |
Marshall Excelsior Co.(1)(2) | Revolver | 67 | | | 250 | | | |
MC Group Ventures Corporation(1) | Delayed Draw Term Loan | 290 | | | 311 | | | |
Mercell Holding AS(1)(8) | Capex Acquisition Facility | 366 | | | 398 | | | |
Modern Star Holdings Bidco Pty Limited(1)(2)(5) | Term Loan | 329 | | | 335 | | | |
Murphy Midco Limited(1)(4) | Delayed Draw Term Loan | 505 | | | 553 | | | |
Narda Acquisitionco., Inc.(1)(2) | Revolver | 684 | | | 615 | | | |
NeoxCo(1)(2)(3) | Delayed Draw Term Loan | 491 | | | — | | | |
Nexus Underwriting Management Limited(1)(2)(4) | Acquisition Facility | 704 | | | 810 | | | |
Nexus Underwriting Management Limited(1)(2)(4) | Revolver | 50 | | | — | | | |
NF Holdco, LLC(1)(2) | Revolver | 737 | | | — | | | |
Novotech Aus Bidco Pty Ltd(1) | Capex & Acquisition Facility | 1,042 | | | 1,042 | | | |
NPM Investments 28 BV(1)(3) | Delayed Draw Term Loan | 473 | | | 463 | | | |
OA Buyer, Inc.(1) | Revolver | 1,331 | | | 1,331 | | | |
OAC Holdings I Corp(1)(2) | Revolver | 196 | | | 303 | | | |
Omni Intermediate Holdings, LLC(1)(2) | Delayed Draw Term Loan | — | | | 2,505 | | | |
OSP Hamilton Purchaser, LLC(1) | Revolver | 298 | | | 187 | | | |
| | | | | | | | | | | | | | | | |
Portfolio Company ($ in thousands) | Investment Type | June 30, 2023 | | December 31, 2022 | | |
Polara Enterprises, L.L.C.(1) | Revolver | 273 | | | 273 | | | |
Premium Invest(1)(3) | Delayed Draw Term Loan | 3,709 | | | 3,629 | | | |
ProfitOptics, LLC(1) | Revolver | 32 | | | 194 | | | |
Protego Bidco B.V.(1)(2)(3) | Delayed Draw Term Loan | 172 | | | 210 | | | |
PSP Intermediate 4, LLC(1)(2)(3) | Delayed Draw Term Loan | 743 | | | 727 | | | |
Qualified Industries, LLC(1) | Revolver | 242 | | | — | | | |
Questel Unite(1)(2)(3) | Incremental Term Loan | 2,825 | | | 2,763 | | | |
R1 Holdings, LLC(1) | Delayed Draw Term Loan | 910 | | | 1,311 | | | |
R1 Holdings, LLC(1) | Revolver | 973 | | | 801 | | | |
Randys Holdings, Inc.(1)(2) | Delayed Draw Term Loan | 3,309 | | | 3,309 | | | |
Randys Holdings, Inc.(1)(2) | Revolver | 1,135 | | | 1,178 | | | |
Rep Seko Merger Sub LLC(1) | Delayed Draw Term Loan | 289 | | | 362 | | | |
Reward Gateway (UK) Ltd(1)(2)(4) | Acquisition Facility | — | | | 735 | | | |
Rocade Holdings LLC(1)(2) | Preferred Equity | 10,000 | | | — | | | |
Royal Buyer, LLC(1) | Delayed Draw Term Loan | 842 | | | 1,104 | | | |
Royal Buyer, LLC(1) | Revolver | 670 | | | 670 | | | |
Safety Products Holdings, LLC(1)(2) | Delayed Draw Term Loan | 2,451 | | | 2,451 | | | |
Sanoptis S.A.R.L.(1)(3) | Acquisition Capex Facility | 247 | | | 2,076 | | | |
SBP Holdings LP(1) | Delayed Draw Term Loan | 735 | | | — | | | |
SBP Holdings LP(1) | Revolver | 532 | | | — | | | |
Scaled Agile, Inc.(1)(2) | Delayed Draw Term Loan | 331 | | | 416 | | | |
Scaled Agile, Inc.(1)(2) | Revolver | 336 | | | 336 | | | |
Scout Bidco B.V.(1)(3) | Delayed Draw Term Loan | 1,160 | | | 1,135 | | | |
Scout Bidco B.V.(1)(3) | Revolver | 526 | | | 515 | | | |
Sereni Capital NV(1)(3) | Delayed Draw Term Loan | 694 | | | — | | | |
Sereni Capital NV(1)(2)(3) | Term Loan | — | | | 109 | | | |
Smartling, Inc.(1)(2) | Delayed Draw Term Loan | — | | | 1,176 | | | |
Smartling, Inc.(1)(2) | Revolver | 588 | | | 588 | | | |
Soho Square III Debtco II SARL(1)(2)(4) | Delayed Draw Term Loan | 795 | | | 2,255 | | | |
Solo Buyer, L.P.(1) | Revolver | 957 | | | 1,197 | | | |
Sparus Holdings, LLC (f/k/a Sparus Holdings, Inc.)(1) | Delayed Draw Term Loan | 399 | | | 666 | | | |
Sparus Holdings, LLC (f/k/a Sparus Holdings, Inc.)(1) | Revolver | 98 | | | 156 | | | |
Spatial Business Systems LLC(1) | Delayed Draw Term Loan | 3,750 | | | 3,750 | | | |
Spatial Business Systems LLC(1) | Revolver | 703 | | | 703 | | | |
SSCP Pegasus Midco Limited(1)(4) | Delayed Draw Term Loan | 1,779 | | | 1,683 | | | |
Superjet Buyer, LLC(1) | Revolver | 1,460 | | | 1,460 | | | |
Syntax Systems Ltd(1)(2) | Delayed Draw Term Loan | 1,142 | | | 1,142 | | | |
Syntax Systems Ltd(1)(2) | Revolver | 199 | | | 199 | | | |
Tank Holding Corp(1)(2) | Delayed Draw Term Loan | 617 | | | — | | | |
Tank Holding Corp(1)(2) | Revolver | 164 | | | 545 | | | |
Tanqueray Bidco Limited(1)(2)(4) | Capex Facility | 1,150 | | | 1,088 | | | |
Techone B.V.(1)(3) | Revolver | 93 | | | 61 | | | |
Tencarva Machinery Company, LLC(1) | Revolver | 752 | | | 752 | | | |
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)(1) | Delayed Draw Term Loan | 2,707 | | | 2,707 | | | |
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)(1) | Revolver | 796 | | | 796 | | | |
The Cleaver-Brooks Company, Inc.(1) | Revolver | 1,615 | | | 1,413 | | | |
| | | | | | | | | | | | | | | | |
Portfolio Company ($ in thousands) | Investment Type | June 30, 2023 | | December 31, 2022 | | |
Trader Corporation(1)(6) | Revolver | 177 | | | 173 | | | |
TSYL Corporate Buyer, Inc.(1) | Delayed Draw Term Loan | 1,681 | | | 1,681 | | | |
TSYL Corporate Buyer, Inc.(1) | Revolver | 177 | | | 177 | | | |
Turbo Buyer, Inc.(1)(2) | Delayed Draw Term Loan | 974 | | | 974 | | | |
Union Bidco Limited(1)(2)(4) | Acquisition Facility | 83 | | | 78 | | | |
United Therapy Holding III GmbH(1)(2)(3) | Acquisition Facility | 675 | | | 1,170 | | | |
Unither (Uniholding)(1)(3) | Delayed Draw Term Loan | 473 | | | — | | | |
W2O Holdings, Inc.(1)(2) | Delayed Draw Term Loan | 234 | | | — | | | |
W2O Holdings, Inc.(1)(2) | Delayed Draw Term Loan | — | | | 1,060 | | | |
Waccamaw River(2) | Joint Venture | — | | | 2,480 | | | |
Whitcraft Holdings, Inc.(1)(2) | Revolver | 943 | | | — | | | |
Woodland Foods, LLC(1)(2) | Line of Credit | 606 | | | 213 | | | |
WWEC Holdings III Corp(1)(2) | Delayed Draw Term Loan | 1,165 | | | 1,165 | | | |
WWEC Holdings III Corp(1)(2) | Revolver | 652 | | | 512 | | | |
Xeinadin Bidco Limited(1)(4) | CAF Term Loan | 2,507 | | | 2,372 | | | |
ZB Holdco LLC(1) | Delayed Draw Term Loan | — | | | 676 | | | |
ZB Holdco LLC(1) | Revolver | 423 | | | 423 | | | |
Zeppelin Bidco Limited(1)(2)(4) | Capex / Acquisition Facility | 1,330 | | | 1,258 | | | |
Total unused commitments to extend financing | | $ | 139,048 | | | $ | 143,252 | | | |
(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 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.
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, CDOR, STIBOR, SOFR, BKBM, NIBOR and SONIA. 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 June 30, 2023, we were not a party to any interest rate hedging arrangements.
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 our loan agreements with our portfolio companies include fallback language in the event that LIBOR becomes unavailable. This language generally either includes a clearly defined 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 the reform, modification or adjustment 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 aggressive 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. 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 June 30, 2023, approximately $1,011.9 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 June 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:
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(in thousands) Basis Point Change(1) | | Interest Income | | Interest Expense | | Net Income(2) |
Up 300 basis points | | $ | 30,356 | | | $ | 19,354 | | | $ | 11,002 | |
Up 200 basis points | | 20,237 | | | 12,903 | | | 7,334 | |
Up 100 basis points | | 10,119 | | | 6,451 | | | 3,668 | |
Down 25 basis points | | (2,530) | | | (1,613) | | | (917) | |
Down 50 basis points | | (5,059) | | | (3,226) | | | (1,833) | |
(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 ING Credit Facility to finance such investments. As of June 30, 2023, we had U.S. dollar borrowings of $530.0 million outstanding under
the ING Credit Facility with an interest rate of 7.352% (with Term SOFR borrowings subject to one month SOFR of 5.102%), borrowings denominated in British pounds sterling of £33.2 million ($42.2 million U.S. dollars) with an interest rate of 6.611% (one month SONIA of 4.461%), borrowings denominated in Euros of €63.5 million ($69.3 million U.S. dollars) with an interest rate of 5.463% (one month EURIBOR of 3.313%) and borrowings denominated in Australian Dollars of A$5.5 million ($3.7 million U.S. dollars) with an interest rate of 6.463% (one month AUD Screen Rate of 4.313%).
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 Securities Exchange Act of 1934, as amended, 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 June 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 second quarter of 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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 our 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 value of our securities.
There have been no material changes during the three months ended June 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 value 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
We did not repurchase any of our equity securities during the three months ended June 30, 2023.
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 June 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 Act Rule 10b5-1(c) or any “non Rule 10b5-1 trading arrangement.”
Item 6. Exhibits.
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Number | Exhibit |
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3.1 | |
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3.2 | |
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31.1 | |
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31.2 | |
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32.1 | |
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32.2 | |
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101.INS | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.* |
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101.SCH | Inline XBRL Taxonomy Extension Schema Document* |
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101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document* |
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101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document* |
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101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document* |
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101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document* |
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104 | Cover Page Interactive Data File (embedded within the Inline XBRL document)* |
* Filed Herewith.
** Furnished Herewith.
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 CAPITAL INVESTMENT CORPORATION |
| | | |
Date: | August 9, 2023 | | /s/ Bryan High |
| | | Bryan High |
| | | Chief Executive Officer |
| | | (Principal Executive Officer) |
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Date: | August 9, 2023 | | /s/ Elizabeth A. Murray |
| | | Elizabeth A. Murray |
| | | Chief Financial Officer and |
| | | Chief Operating Officer |
| | | (Principal Accounting & Financial Officer) |
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