Kayne Anderson BDC, Inc. (Form: 10-Q, Received: 08/15/2022 14:27:55)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2022

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 814-01363

Kayne Anderson BDC, Inc.

Delaware		83-0531326
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

811 Main Street, 14^th Floor, Houston, TX		77002
(Address of principal executive offices)		(Zip Code)

(713) 493-2020

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None		None		None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☐ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☐
Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

As of August 11, 2022, the registrant had 31,304,965 shares of common stock, $0.001 par value per share, outstanding. As of August 11, 2022, there was no public market for the registrant’s shares.

Table of Contents

		Page
PART I.	FINANCIAL INFORMATION	1
Item 1.	Consolidated Financial Statements	1
	Consolidated Statements of Assets and Liabilities as of June 30, 2022 (Unaudited) and December 31, 2021	1
	Consolidated Statements of Operations for the three and six months ended June 30, 2022 and 2021 (Unaudited)	2
	Consolidated Statement of Changes in Net Assets for the three and six months ended June 30, 2022 and 2021 (Unaudited)	3
	Consolidated Statement of Cash Flows for the six months ended June 30, 2022 and 2021 (Unaudited)	4
	Consolidated Schedule of Investments as of June 30, 2022 (Unaudited) and December 31, 2021	5
	Notes to Consolidated Financial Statements (Unaudited)	18
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	37
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	48
Item 4.	Controls and Procedures	48

PART II.	OTHER INFORMATION	49
Item 1.	Legal Proceedings	49
Item 1A.	Risk Factors	49
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	50
Item 3.	Defaults Upon Senior Securities	50
Item 4.	Mine Safety Disclosures	50
Item 5.	Other Information	50
Item 6.	Exhibits	51

Signatures		52

Forward-Looking Statements

This quarterly report on Form 10-Q contains forward-looking statements that involve substantial known and unknown risks, uncertainties and other factors. Undue reliance should not be placed on such statements. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about the company, current and prospective portfolio investments, the industry, beliefs and assumptions. Words such as “anticipates,” “expects,” “intends,” “plans,” “will,” “may,” “continue,” “believes,” “seeks,” “estimates,” “would,” “could,” “should,” “targets,” “projects,” and variations of these words and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond control of the Company and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including:

●

future operating results;

●

business prospects and the prospects of portfolio companies;

●

changes in political, economic or industry conditions, the interest rate environment or conditions affecting the financial and capital markets, including changes from the impact of the novel coronavirus (SARS-CoV-2) and related respiratory disease pandemic (“COVID-19 pandemic”);

●

the ability of KA Credit Advisors, LLC (our “Advisor”) to locate suitable investments and to monitor and administer investments;

●

the ability of the Advisor and its affiliates to attract and retain highly talented professionals;

●

risk associated with possible disruptions in operations or the economy generally;

●

the timing of cash flows, if any, from the operations of the companies in which the Company invests;

●

the ability of (1) the companies in which the Company invests to achieve their objectives and (2) the Company to continue to effectively manage the business due to disruptions, both of which are caused by the ongoing COVID-19 pandemic;

●

the dependence of the future success on the general economy and its effect on the industries in which the Company invests;

●

the ability to maintain qualification as a business development company (“BDC”) and as a regulated investment company (“RIC”) under the Internal Revenue Code of 1986, as amended (the “Code”);

●

the use of borrowed money to finance a portion of the Company’s investments;

●

the adequacy, availability and pricing of financing sources and working capital for the Company;

●

actual or potential conflicts of interest with the Advisor and its affiliates;

●

contractual arrangements and relationships with third parties;

●

the risk associated with an economic downturn, political instability, interest rate volatility, loss of key personnel, and the illiquid nature of investments of the Company; and

●

the risks, uncertainties and other factors the Company identifies under “Item 1A. Risk Factors” and elsewhere in this quarterly report on Form 10-Q.

We have based the forward-looking statements included in this report on information available to us on the date of this report. We assume no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Although we undertake no obligation to revise or update any forward-looking statements, you are advised to consult any additional disclosures that we may make directly to you or through reports that we have filed or in the future may file with the United States Securities and Exchange Commission (the “SEC”), including annual reports on Form 10-K, registration statements on Form 10, quarterly reports on Form 10-Q and current reports on Form 8-K.

PART I—FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements.

Kayne Anderson BDC, Inc.

Consolidated Statements of Assets and Liabilities

(amounts in 000’s, except share and per share amounts)

	June 30, 2022 (Unaudited)			December 31, 2021
Assets:
Investments, at fair value:
Long-term investments (amortized cost of $706,326 and $566,616)	$	717,964		$	578,445
Short-term investments (amortized cost of $8,405 and $3,674)		8,405			3,674
Cash and cash equivalents		3,414			2,035
Deferred offering costs		-			29
Receivable for principal payments on investments		333			-
Interest receivable		4,350			2,133
Prepaid expenses and other assets		245			148
Total Assets	$	734,711		$	586,464

Liabilities:
Corporate Credit Facility (Note 6)	$	78,000		$	-
Unamortized Corporate Credit Facility issuance costs		(2,176	)		-
Loan and Security Agreement (Note 6)		-			162,000
Unamortized Loan and Security Agreement issuance costs		-			(247	)
Revolving Funding Facility (Note 6)		150,000			-
Unamortized Revolving Funding Facility issuance costs		(2,449	)		-
Subscription Credit Agreement (Note 6)		114,000			105,000
Unamortized Subscription Credit Facility issuance costs		(227	)		(425	)
Accrued organizational and offering costs		-			6
Distributions payable		-			4,615
Management fee payable		1,498			952
Incentive fee payable		1,795			65
Accrued expenses and other liabilities		4,507			2,529
Total Liabilities	$	344,948		$	274,495

Commitments and contingencies (Note 8)

Net Assets:
Common Shares, $0.001 par value; 100,000,000 shares authorized; 23,550,054 and 19,227,902 as of June 30, 2022 and December 31, 2021, respectively, issued and outstanding	$	24		$	19
Additional paid-in capital		371,427			300,726
Total distributable earnings (deficit)		18,312			11,224
Total Net Assets	$	389,763		$	311,969
Total Liabilities and Net Assets	$	734,711		$	586,464
Net Asset Value Per Common Share	$	16.55		$	16.22

See accompanying notes to consolidated financial statements.

Kayne Anderson BDC, Inc.

Consolidated Statements of Operations

(amounts in 000’s, except share and per share amounts)

(Unaudited)

	For the three months ended June 30,				For the six months ended June 30,
	2022		2021		2022			2021
Income:
Investment income from investments:
Interest income	$	12,991	$	3,818		24,892		$	5,555
Total Investment Income		12,991		3,818		24,892			5,555

Expenses:
Management fees		1,498		422		2,824			598
Incentive fees		775		-		1,730			-
Interest expense		3,014		928		5,822			1,389
Professional fees		155		185		300			293
Directors fees		107		80		214			145
Offering costs		-		67		29			106
Initial organization costs		-		-		-			175
Other general and administrative expenses		302		166		615			264
Total Expenses		5,851		1,848		11,534			2,970
Net Investment Income (Loss)		7,140		1,970		13,358			2,585

Realized and unrealized gains (losses) on investments
Net realized gains (losses):
Investments		-		15		23			47
Total net realized gains (losses)		-		15		23			47
Net change in unrealized gains (losses):
Investments		322		1,223		(190	)		4,021
Total net change in unrealized gains (losses)		322		1,223		(190	)		4,021
Total realized and unrealized gains (losses)		322		1,238		(167	)		4,068

Net Increase (Decrease) in Net Assets Resulting from Operations	$	7,462	$	3,208		13,191		$	6,653

Per Common Share Data:
Basic and diluted net investment income per common share	$	0.30	$	0.24		0.58		$	0.35
Basic and diluted net increase in net assets resulting from operations	$	0.32	$	0.38		0.57		$	0.91
Weighted Average Common Shares Outstanding - Basic and Diluted		23,529,376		8,346,491		22,964,415			7,337,219

See accompanying notes to consolidated financial statements.

Kayne Anderson BDC, Inc.

Consolidated Statements of Changes in Net Assets

(amounts in 000’s)

(Unaudited)

	For the three months ended June 30,						For the six months ended June 30,
	2022			2021			2022			2021
Increase (Decrease) in Net Assets Resulting from Operations:
Net investment income (loss)	$	7,140		$	1,970		$	13,358		$	2,585
Net realized gains (losses) on investments		-			15			23			47
Net change in unrealized gains (losses) on investments		322			1,223			(190	)		4,021
Net Increase (Decrease) in Net Assets Resulting from Operations		7,462			3,208			13,191			6,653

Decrease in Net Assets Resulting from Stockholder Distributions
Dividends and distributions to stockholders		(6,103	)		(850	)		(6,103	)		(850	)
Net Decrease in Net Assets Resulting from Stockholder Distributions		(6,103	)		(850	)		(6,103	)		(850	)

Increase in Net Assets Resulting from Capital Share Transactions
Issuance of common shares		-			55,000			68,582			140,000
Reinvestment of distributions		1,222			21			2,124			21
Net Increase in Net Assets Resulting from Capital Share Transactions		1,222			55,021			70,706			140,021
Total Increase (Decrease) in Net Assets		2,581			57,379			77,794			145,824
Net Assets, Beginning of Period		387,182			87,647			311,969			(798	)
Net Assets, End of Period	$	389,763		$	145,026		$	389,763		$	145,026

See accompanying notes to consolidated financial statements.

Kayne Anderson BDC, Inc.

Consolidated Statements of Cash Flows

(amounts in 000’s)

(Unaudited)

	For the six months ended June 30,
	2022			2021

Cash Flows from Operating Activities:
Net increase (decrease) in net assets resulting from operations	$	13,191		$	6,653
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash used in operating activities:
Net realized (gains)/losses on investments		(23	)		(47	)
Net change in unrealized (gains)/losses on investments		190			(4,021	)
Net accretion of discount on investments		(2,011	)		(467	)
Purchases of short-term investments, net		(4,731	)		(4,622	)
Purchases of portfolio investments		(181,452	)		(225,182	)
Proceeds from sales of investments and principal repayments		43,777			10,095
Paid-in-kind interest from portfolio investments		-			(79	)
Amortization of deferred financing cost		1,005			86
Increase/(decrease) in operating assets and liabilities:
(Increase)/decrease in receivable for sales of investments		-			(2,208	)
(Increase)/decrease in interest and dividends receivable		(2,217	)		(902	)
(Increase)/decrease in deferred offering costs		29			51
(Increase)/decrease in receivable for principal payments on investments		(333	)		-
(Increase)/decrease in prepaid expenses and other assets		(97	)		68
Increase/(decrease) in payable for investments purchased		-			4,109
Increase/(decrease) in management fees payable		546			422
Increase/(decrease) in incentive fee payable		1,730			-
Increase/(decrease) in payable to affiliate		-			(1,075	)
Increase/(decrease) in accrued organizational and offering costs, net		(6	)		(134	)
Increase/(decrease) in accrued other general and administrative expenses		1,978			1,223
Net cash used in operating activities		(128,424	)		(216,030	)
Cash Flows from Financing Activities:
Borrowings on Corporate Credit Facility, net		78,000			-
Borrowings on Revolving Funding Facility, net		150,000			-
(Payments)/Borrowings on Loan and Security Agreement, net		(162,000	)		50,000
Borrowings on Subscription and Credit Agreement, net		9,000			31,000
Payments of debt issuance costs		(5,185	)		(555	)
Distributions paid in cash		(8,594	)		(829	)
Proceeds from issuance of common shares		68,582			140,000
Net cash provided by financing activities		129,803			219,616
Net increase in cash and cash equivalents		1,379			3,586
Cash and cash equivalents, beginning of period		2,035			10
Cash and cash equivalents, end of period	$	3,414		$	3,596

Supplemental and Non-Cash Information:
Interest paid during the period	$	4,654		$	429
Non-cash financing activities not included herein consisted of reinvestment of dividends	$	2,124		$	21

See accompanying notes to consolidated financial statements.

Kayne Anderson BDC, Inc.

Consolidated Schedule of Investments

As of June 30, 2022

(amounts in 000’s)

(Unaudited)

		Interest	Maturity	Principal/		Amortized		Fair		Percentage
Portfolio Company⁽¹⁾	Investment	Rate	Date	Par		Cost⁽²⁾⁽³⁾		Value		of Net Assets
Debt and Equity Investments
Private Credit Investments⁽⁴⁾
Aerospace & defense
Fastener Distribution Holdings, LLC	First lien senior secured delayed draw loan	9.20% (S + 7.00%)	4/1/2024	$	2,194	$	2,178	$	2,194		0.6	%
	First lien senior secured loan	9.20% (S + 7.00%)	4/1/2024		1,931		1,914		1,931		0.5	%
Precinmac (US) Holdings, Inc.	First lien senior secured delayed draw loan	7.63% (S + 6.00%)	8/31/2027		1,119		1,098		1,119		0.3	%
	First lien senior secured loan	7.63% (S + 6.00%)	8/31/2027		4,842		4,757		4,842		1.2	%
	First lien senior secured loan	7.63% (S + 6.00%)	8/31/2027		593		578		593		0.1	%
					10,679		10,525		10,679		2.7	%
Asset management & custody banks
Atria Wealth Solutions, Inc.	First lien senior secured delayed draw loan	8.32% (S + 6.00%)	2/29/2024		-		-		-		0.0	%
	First lien senior secured loan	8.32% (S + 6.00%)	2/29/2024		5,165		5,086		5,165		1.3	%
					5,165		5,086		5,165		1.3	%
Auto components
Speedstar Holding LLC	First lien senior secured delayed draw loan	8.24% (L + 7.00%)	1/22/2027		-		-		-		0.0	%
	First lien senior secured loan	8.24% (L + 7.00%)	1/22/2027		4,933		4,844		4,982		1.3	%
Vehicle Accessories, Inc.	First lien senior secured loan	8.07% (S + 5.75%)	11/30/2026		21,333		20,995		21,333		5.4	%
	First lien senior secured revolving loan	8.07% (S + 5.75%)	11/30/2026		1,078		1,052		1,078		0.3	%
					27,344		26,891		27,393		7.0	%
Building products
BCI Burke Holding Corp.	First lien senior secured delayed draw loan	7.32% (L + 5.75%)	12/14/2023		-		-		-		0.0	%
	First lien senior secured loan	7.32% (L + 5.75%)	12/14/2027		17,217		16,943		17,217		4.4	%
	First lien senior secured revolving loan	7.32% (L + 5.75%)	6/14/2027		70		46		70		0.0	%
Eastern Wholesale Fence	First lien senior secured loan	8.58% (L + 7.00%)	10/30/2025		3,288		3,194		3,288		0.9	%
	First lien senior secured loan	8.58% (L + 7.00%)	10/30/2025		18,223		17,779		18,223		4.7	%
	First lien senior secured revolving loan	8.58% (L + 7.00%)	10/30/2025		1,701		1,673		1,701		0.4	%
					40,499		39,635		40,499		10.4	%
Chemicals
Cyalume Technologies Holdings, Inc.	First lien senior secured loan	7.25% (L + 5.00%)	10/25/2024		1,334		1,324		1,334		0.3	%
Fralock Buyer LLC	First lien senior secured loan	7.17% (L + 5.50%)	4/17/2024		9,251		9,125		9,182		2.4	%
	First lien senior secured loan	7.17% (L + 5.50%)	4/17/2024		2,440		2,409		2,422		0.6	%
	First lien senior secured revolving loan	7.17% (L + 5.50%)	4/17/2024		-		-		-		0.0	%
Shrieve Chemical Company, LLC	First lien senior secured loan	8.01% (L + 6.00%)	12/2/2024		614		600		614		0.2	%

See accompanying notes to consolidated financial statements.

Kayne Anderson BDC, Inc.

Consolidated Schedule of Investments

As of June 30, 2022

(amounts in 000’s)

(Unaudited)

		Interest	Maturity	Principal/		Amortized		Fair		Percentage
Portfolio Company⁽¹⁾	Investment	Rate	Date	Par		Cost⁽²⁾⁽³⁾		Value		of Net Assets
Debt and Equity Investments
Private Credit Investments⁽⁴⁾

USALCO, LLC	First lien senior secured loan	8.25% (L + 6.00%)	10/19/2027		19,278		18,861		19,278		4.9	%
	First lien senior secured revolving loan	7.67% (L + 6.00%)	10/19/2026		1,208		1,164		1,208		0.3	%
					34,125		33,483		34,038		8.7	%
Commercial services & supplies
Advanced Environmental Monitoring (5)	First lien senior secured loan	9.61% (S + 7.50%)	1/29/2026		10,159		9,888		10,159		2.6	%
Allentown, LLC	First lien senior secured delayed draw loan	7.60% (S + 6.00%)	10/22/2023		-		-		-		0.0	%
	First lien senior secured loan	7.60% (S + 6.00%)	4/22/2027		7,701		7,627		7,701		2.0	%
	First lien senior secured revolving loan	7.60% (S + 6.00%)	4/22/2027		255		245		255		0.1	%
American Equipment Holdings LLC	First lien senior secured delayed draw loan	7.94% (S + 6.00%)	11/5/2023		6,335		6,215		6,335		1.6	%
	First lien senior secured delayed draw loan	7.94% (S + 6.00%)	11/5/2026		-		-		-		0.0	%
	First lien senior secured loan	7.94% (S + 6.00%)	11/5/2026		1,764		1,731		1,764		0.5	%
	First lien senior secured loan	7.94% (S + 6.00%)	11/5/2026		2,117		2,077		2,117		0.5	%
	First lien senior secured loan	7.94% (S + 6.00%)	11/5/2026		16,470		16,071		16,470		4.2	%
	First lien senior secured revolving loan	7.94% (S + 6.00%)	11/5/2026		-		-		-		0.0	%
Arborworks Acquisition LLC	First lien senior secured loan	8.37% (L + 7.00%)	11/9/2026		20,008		19,656		19,308		5.0	%
	First lien senior secured revolving loan	9.00% (L + 7.00%)	11/9/2026		1,875		1,793		1,810		0.5	%
BLP Buyer, Inc. (Bishop Lifting Products)	First lien senior secured loan	7.54% (L + 6.25%)	2/1/2027		16,455		16,155		16,455		4.2	%
	First lien senior secured revolving loan	7.50% (L + 6.25%)	2/1/2027		604		573		604		0.1	%
Gusmer Enterprises, Inc.	First lien senior secured delayed draw loan	8.14% (S + 6.50%)	5/7/2027		6,310		6,200		6,310		1.6	%
	First lien senior secured delayed draw loan	8.12% (S + 6.50%)	5/7/2027		1,763		1,729		1,763		0.5	%
	First lien senior secured loan	8.11% (S + 6.50%)	5/7/2027		4,819		4,658		4,819		1.2	%
	First lien senior secured revolving loan	7.86% (S + 6.50%)	5/7/2027		-		-		-		0.0	%

See accompanying notes to consolidated financial statements.

Kayne Anderson BDC, Inc.

Consolidated Schedule of Investments

As of June 30, 2022

(amounts in 000’s)

(Unaudited)

		Interest	Maturity	Principal/		Amortized		Fair		Percentage
Portfolio Company⁽¹⁾	Investment	Rate	Date	Par		Cost⁽²⁾⁽³⁾		Value		of Net Assets
Debt and Equity Investments
Private Credit Investments⁽⁴⁾

PMFC Holding, LLC	First lien senior secured delayed draw loan	7.74% (L + 6.50%)	7/31/2023		2,833		2,821		2,833		0.7	%
	First lien senior secured loan	7.74% (L + 6.50%)	7/31/2023		5,647		5,623		5,647		1.4	%
	First lien senior secured revolving loan	7.98% (L + 6.50%)	7/31/2023		342		342		342		0.1	%
Regiment Security Partners LLC	First lien senior secured delayed draw loan	10.04% (S + 8.00%)	9/15/2023		2,648		2,576		2,648		0.7	%
	First lien senior secured loan	10.04% (S + 8.00%)	9/15/2026		6,500		6,385		6,500		1.7	%
	First lien senior secured revolving loan	10.04% (S + 8.00%)	9/15/2026		931		904		931		0.2	%
The Kleinfelder Group, Inc.	First lien senior secured loan	7.50% (L + 5.25%)	11/29/2024		12,825		12,725		12,729		3.3	%
					128,361		125,994		127,500		32.7	%
Containers & packaging
Drew Foam Companies, Inc.	First lien senior secured loan	8.25% (L + 6.00%)	11/5/2025		7,413		7,337		7,413		1.9	%
					7,413		7,337		7,413		1.9	%
Diversified telecommunication services
Corbett Technology Solutions, Inc.	First lien senior secured delayed draw loan	7.10% (L + 5.00%)	4/29/2023		9,482		9,396		9,482		2.4	%
	First lien senior secured loan	6.61% (L + 5.00%)	10/29/2027		1,751		1,734		1,751		0.5	%
	First lien senior secured loan	6.24% (L + 5.00%)	10/29/2027		13,497		13,237		13,497		3.5	%
	First lien senior secured revolving loan	7.03% (L + 5.00%)	10/29/2027		1,525		1,393		1,525		0.4	%
Network Connex (f/k/a NTI Connect, LLC)	First lien senior secured loan	7.25% (L + 5.00%)	11/30/2024		5,276		5,193		5,223		1.3	%
					31,531		30,953		31,478		8.1	%
Electronic equipment, instruments & components
Process Insights, Inc.	First lien senior secured loan	8.85% (S + 7.50%)	10/30/2025		3,059		3,000		3,059		0.8	%
					3,059		3,000		3,059		0.8	%
Food products
IF&P Foods, LLC (FreshEdge)	First lien senior secured loan	6.75% (L + 5.25%)	8/15/2023		33,800		33,196		33,800		8.7	%
Siegel Egg Co., LLC	First lien senior secured loan	6.50% (L + 5.50%)	12/29/2026		15,702		15,438		15,702		4.0	%
	First lien senior secured revolving loan	6.92% (L + 5.50%)	12/29/2026		1,476		1,419		1,476		0.4	%
					50,978		50,053		50,978		13.1	%

See accompanying notes to consolidated financial statements.

Kayne Anderson BDC, Inc.

Consolidated Schedule of Investments

As of June 30, 2022

(amounts in 000’s)

(Unaudited)

		Interest	Maturity	Principal/		Amortized		Fair		Percentage
Portfolio Company⁽¹⁾	Investment	Rate	Date	Par		Cost⁽²⁾⁽³⁾		Value		of Net Assets
Debt and Equity Investments
Private Credit Investments⁽⁴⁾

Health care providers & services
Brightview, LLC	First lien senior secured delayed draw loan	8.63% (L + 5.75%)	4/12/2024		-		-		-		0.0	%
	First lien senior secured loan	8.63% (L + 5.75%)	4/12/2024		13,067		12,934		13,067		3.4	%
	First lien senior secured revolving loan	8.63% (L + 5.75%)	4/12/2024		-		-		-		0.0	%
Guardian Dentistry Partners	First lien senior secured delayed draw loan	7.67% (S + 6.00%)	8/20/2026		4,663		4,449		4,663		1.2	%
	First lien senior secured loan	7.67% (S + 6.00%)	8/20/2026		8,180		8,084		8,180		2.1	%
Light Wave Dental Management LLC	First lien senior secured delayed draw loan	8.16% (S + 6.50%)	11/11/2023		913		820		913		0.2	%
	First lien senior secured delayed draw loan	8.16% (S + 6.50%)	12/31/2023		4,116		4,076		4,116		1.1	%
	First lien senior secured delayed draw loan	8.16% (S + 6.50%)	12/31/2023		2,896		2,867		2,896		0.7	%
	First lien senior secured loan	8.16% (S + 6.50%)	12/31/2023		8,475		8,386		8,475		2.2	%
	First lien senior secured loan	8.16% (S + 6.50%)	12/31/2023		4,533		4,489		4,533		1.2	%
	First lien senior secured revolving loan	8.16% (S + 6.50%)	12/31/2023		-		-		-		0.0	%
OMH-HealthEdge Holdings, LLC	First lien senior secured loan	7.50% (L + 6.00%)	10/24/2025		12,312		12,079		12,312		3.1	%
	First lien senior secured loan	7.50% (L + 6.00%)	10/24/2025		5,349		5,239		5,349		1.4	%
SGA Dental Partners Holdings, LLC	First lien senior secured delayed draw loan	7.65% (S + 5.50%)	12/30/2026		10,233		10,027		10,233		2.6	%
	First lien senior secured loan	6.76% (S + 5.50%)	12/30/2026		12,009		11,760		12,009		3.1	%
	First lient senior secured revolving loan	6.76% (S + 5.50%)	12/30/2026		-		-		-		0.0	%
					86,746		85,210		86,746		22.3	%
Household durables
Curio Brands, LLC	First lien senior secured delayed draw loan	6.92% (L + 5.50%)	12/21/2023		3,296		3,296		3,296		0.9	%
	First lien senior secured loan	7.75% (L + 5.50%)	12/21/2027		18,054		17,610		18,054		4.6	%
	First lien senior secured revolving loan	7.13% (L + 5.50%)	12/21/2027		1,290		1,290		1,290		0.3	%
					22,640		22,196		22,640		5.8	%

See accompanying notes to consolidated financial statements.

Kayne Anderson BDC, Inc.

Consolidated Schedule of Investments

As of June 30, 2022

(amounts in 000’s)

(Unaudited)

		Interest	Maturity	Principal/		Amortized		Fair		Percentage
Portfolio Company⁽¹⁾	Investment	Rate	Date	Par		Cost⁽²⁾⁽³⁾		Value		of Net Assets
Debt and Equity Investments
Private Credit Investments⁽⁴⁾
Household products
Home Brands Group Holdings, Inc. (ReBath)	First lien senior secured loan	6.67% (L + 5.00%)	11/8/2026		20,253		19,859		20,253		5.2	%
	First lien senior secured revolving loan	6.67% (L + 5.00%)	11/8/2026		-		-		-		0.0	%
					20,253		19,859		20,253		5.2	%
IT services
Improving Acquisition LLC	First lien senior secured loan	8.01% (L + 5.50%)	7/26/2023		600		597		600		0.2	%
					600		597		600		0.2	%
Leisure products
MacNeill Pride Group	First lien senior secured delayed draw loan	8.57% (S + 6.25%)	4/22/2026		1,951		1,930		1,951		0.5	%
	First lien senior secured delayed draw loan	8.57% (S + 6.25%)	4/22/2026		2,189		2,144		2,189		0.6	%
	First lien senior secured loan	8.57% (L + 6.25%)	4/22/2026		8,663		8,568		8,663		2.2	%
	First lien senior secured revolving loan	8.57% (S + 6.25%)	4/22/2026		1,378		1,351		1,378		0.4	%
Trademark Global LLC	First lien senior secured delayed draw loan	7.92% (L + 6.25%)	7/30/2024		-		-		-		0.0	%
	First lien senior secured loan	7.92% (L + 6.25%)	7/30/2024		11,452		11,366		11,051		2.8	%
	First lien senior secured revolving loan	7.92% (L + 6.25%)	7/30/2024		2,880		2,859		2,779		0.7	%
					28,513		28,218		28,011		7.2	%
Machinery
Pennsylvania Machine Works, LLC	First lien senior secured loan	8.57% (S + 6.25%)	3/6/2027		2,019		2,000		2,019		0.5	%
					2,019		2,000		2,019		0.5	%
Personal products
DRS Holdings III, Inc. (Dr. Scholl’s)	First lien senior secured loan	7.42% (L + 5.75%)	11/1/2025		11,805		11,710		11,805		3.0	%
	First lien senior secured revolving loan	7.42% (L + 5.75%)	11/1/2025		-		-		-		0.0	%
PH Beauty Holdings III, Inc.	First lien senior secured loan	6.57% (L + 5.00%)	9/28/2025		9,592		9,281		9,472		2.5	%
					21,397		20,991		21,277		5.5	%
Pharmaceuticals
Foundation Consumer Brands	First lien senior secured loan	6.92% (L + 5.50%)	2/12/2027		8,069		8,005		8,069		2.1	%
	First lien senior secured revolving loan	6.92% (L + 5.50%)	2/12/2027		-		-		-		0.0	%
					8,069		8,005		8,069		2.1	%
Professional services
4 Over International, LLC	First lien senior secured loan	8.25% (L + 6.50%)	12/7/2023		2,475		2,419		2,475		0.6	%
	First lien senior secured loan	8.25% (L + 6.50%)	12/7/2023		22,126		21,625		22,126		5.7	%
					24,601		24,044		24,601		6.3	%

See accompanying notes to consolidated financial statements.

Kayne Anderson BDC, Inc.

Consolidated Schedule of Investments

As of June 30, 2022

(amounts in 000’s)

(Unaudited)

		Interest	Maturity	Principal/		Amortized		Fair		Percentage
Portfolio Company⁽¹⁾	Investment	Rate	Date	Par		Cost⁽²⁾⁽³⁾		Value		of Net Assets
Debt and Equity Investments
Private Credit Investments⁽⁴⁾
Software
Peak Technologies	First lien senior secured loan	8.58% (S + 6.50%)	4/1/2026		10,532		10,322		10,532		2.7	%
	First lien senior secured loan	8.72% (L + 7.05%)	4/1/2026		397		390		397		0.1	%
	First lien senior secured loan	8.74% (L + 6.50%)	4/1/2026		659		646		659		0.2	%
	First lien senior secured loan	8.62% (L + 6.95%)	4/1/2026		3,742		3,668		3,742		1.0	%
	First lien senior secured loan	8.68% (L + 7.09%)	4/1/2026		929		911		929		0.2	%
	First lien senior secured loan	8.76% (L + 7.09%)	4/1/2026		12,704		12,594		12,704		3.2	%
					28,963		28,531		28,963		7.4	%
Specialty retail
Sundance Holdings Group, LLC (5)	First lien senior secured loan	8.11% (L + 6.00%)	5/1/2024		8,871		8,606		8,871		2.3	%
					8,871		8,606		8,871		2.3	%
Textiles, apparel & luxury goods
BEL USA, LLC	First lien senior secured loan	7.42% (S + 6.00% includes 1.275% PIK)	11/2/2023		114		113		114		0.0	%
	First lien senior secured loan	7.42% (S + 6.00%)	11/2/2023		6,928		6,843		6,928		1.8	%
YS Garments, LLC	First lien senior secured loan	7.54% (L + 5.50%)	8/9/2024		7,821		7,696		7,821		2.0	%
					14,863		14,652		14,863		3.8	%
Trading companies & distributors
Broder Bros., Co.	First lien senior secured loan	7.39% (L + 6.00%)	12/2/2022		4,824		4,685		4,824		1.2	%
CGI Automated Manufacturing, LLC	First lien senior secured delayed draw loan	8.32% (S + 6.50%)	6/17/2023		3,757		3,652		3,757		1.0	%
	First lien senior secured loan	8.32% (S + 6.50%)	12/17/2026		3,293		3,204		3,293		0.8	%
	First lien senior secured loan	8.32% (S + 6.50%)	12/17/2026		18,016		17,473		18,016		4.6	%
	First lien senior secured revolving loan	8.32% (S + 6.50%)	12/17/2026		-		-		-		0.0	%
EIS Legacy, LLC	First lien senior secured delayed draw loan	7.07% (L + 5.50%)	5/1/2023		-		-		-		0.0	%
	First lien senior secured loan	7.07% (L + 5.50%)	11/1/2026		18,369		17,943		18,369		4.7	%
	First lien senior secured revolving loan	7.07% (L + 5.50%)	11/1/2026		-		-		-		0.0	%
I.D. Images Acquisition, LLC	First lien senior secured delayed draw loan	8.50% (L + 6.25%)	1/30/2023		2,621		2,599		2,621		0.7	%
	First lien senior secured loan	8.50% (L + 6.25%)	7/30/2026		8,369		8,243		8,369		2.1	%
	First lien senior secured loan	8.50% (L + 6.25%)	7/30/2026		1,100		1,083		1,100		0.3	%
	First lien senior secured loan	8.50% (L + 6.25%)	7/30/2026		6,023		5,972		6,023		1.6	%
	First lien senior secured revolving loan	8.50% (L + 6.25%)	7/30/2026		1,152		1,122		1,152		0.3	%
Refrigeration Sales Corp.	First lien senior secured loan	8.60% (L + 6.50%)	6/22/2026		6,910		6,813		6,910		1.8	%

See accompanying notes to consolidated financial statements.

Kayne Anderson BDC, Inc.

Consolidated Schedule of Investments

As of June 30, 2022

(amounts in 000’s)

(Unaudited)

		Interest	Maturity	Principal/		Amortized		Fair		Percentage
Portfolio Company⁽¹⁾	Investment	Rate	Date	Par		Cost⁽²⁾⁽³⁾		Value		of Net Assets
Debt and Equity Investments
Private Credit Investments⁽⁴⁾

United Safety & Survivability Corporation (USSC)	First lien senior secured delayed draw loan	8.50% (L + 6.00%)	9/30/2023		-		-		-		0.0	%
	First lien senior secured loan	8.50% (L + 6.00%)	9/30/2027		12,627		12,405		12,500		3.2	%
	First lien senior secured revolving loan	8.50% (L + 6.00%)	9/30/2027		803		783		795		0.2	%
					87,864		85,977		87,729		22.5	%
Wireless telecommunication services
Centerline Communications, LLC	First lien senior secured delayed draw loan	7.05% (S + 5.50%)	8/10/2023		7,152		7,026		7,152		1.8	%
	First lien senior secured delayed draw loan	7.05% (S + 5.50%)	8/10/2023		1,411		1,336		1,411		0.4	%
	First lien senior secured loan	7.05% (S + 5.50%)	8/10/2027		9,219		9,051		9,219		2.4	%
	First lien senior secured loan	7.05% (S + 5.50%)	8/10/2027		5,955		5,820		5,955		1.5	%
	First lien senior secured revolving loan	7.05% (S + 5.50%)	8/10/2027		-		-		-		0.0	%
					23,737		23,233		23,737		6.1	%
Total Private Credit Debt Investments					718,290		705,076		716,581		183.9	%

	Number				Fair		Percentage
	of Units		Cost		Value		of Net Assets
Private Equity Investments
Auto components
Vehicle Accessories, Inc. - Class A common (6)(7)		128.250		-		-		0.0	%
Vehicle Accessories, Inc. - preferred (6)(7)		250.000		250		258		0.1	%
		378.250		250		258		0.1	%
Commercial services & supplies
American Equipment Holdings LLC (6)		250.000		250		250		0.1	%
BLP Buyer, Inc. (Bishop Lifting Products) - Class A common (6)(8)		500.000		500		500		0.1	%
		750.000		750		750		0.2	%
Food products
Siegel Parent, LLC (9)		0.250		250		375		0.1	%
Total Private Equity Investments		1,128.500		1,250		1,383		0.4	%

Total Private Investments				706,326		717,964		184.3	%

See accompanying notes to consolidated financial statements.

Kayne Anderson BDC, Inc.

Consolidated Schedule of Investments

As of June 30, 2022

(amounts in 000’s)

(Unaudited)

	Number of				Fair			Percentage
	Shares		Cost		Value			of Net Assets
Short-Term Investments
First American Treasury Obligations Fund - Institutional Class Z, 1.27% (10)		8,405		8,405		8,405			2.2	%
Total Short-Term Investments		8,405		8,405		8,405			2.2	%

Total Investments			$	714,731	$	726,369			186.5	%

Liabilities in Excess of Other Assets						(336,606	)		(86.5	)%
Net Assets					$	389,763			100.0	%

(1)	As of June 30, 2022, all investments are non-controlled, non-affiliated investments. Non-controlled, non-affiliated investments are defined as investments in which the Company owns less than 5% of the portfolio company’s outstanding voting securities and does not have the power to exercise control over the management or policies of such portfolio company.

(2)	The amortized cost represents the original cost adjusted for the amortization of discounts and premiums, as applicable, on debt investments using the effective interest method.

(3)	As of June 30, 2022, the tax cost of the Company’s investments approximates their amortized cost.

(4)	Loan contains a variable rate structure, that may be subject to an interest rate floor. Variable rate loans bear interest at a rate that may be determined by reference to either the London Interbank Offered Rate (“LIBOR” or “L”) (which can include one-, two-, three- or six-month LIBOR), the Secured Overnight Funding Rate (“SOFR” or “S”) (which can include one-, three- or six-month SOFR), or an alternate base rate (which can include the Federal Funds Effective Rate or the Prime Rate).

(5)	The Company may be entitled to receive additional interest as a result of an arrangement with other lenders in the syndication. In exchange for the higher interest rate, the “last-out” portion is at a greater risk of loss. Certain lenders represent a “first out” portion of the investment and have priority to the “last-out” portion with respect to payments of principal and interest.

(6)

Non-income producing security.


(7)	The Company owns 0.19% of the common equity and 0.43% of the preferred equity of Vehicle Accessories, Inc.

(8)	The Company owns 0.53% of the common equity BLP Buyer, Inc. (Bishop Lifting Products).

(9)	The Company owns 50% of a pass-through LLC, KSCF IV Equity Aggregator, LLC (the “Aggregator”), which holds 500 Class A units of Siegel Parent, LLC. The Aggregator’s ownership of Siegel Parent, LLC is 1.14%. Through the Company’s ownership of the Aggregator, the Company owns 250 Class A units of Siegel Parent, LLC.

(10)	The indicated rate is the yield as of June 30, 2022.

See accompanying notes to consolidated financial statements.

Kayne Anderson BDC, Inc.

Consolidated Schedule of Investments

As of December 31, 2021

(amounts in 000’s)

Portfolio Company⁽¹⁾	Investment	Interest Rate	Maturity Date	Principal/ Par		Amortized Cost⁽²⁾⁽³⁾		Fair Value		Percentage of Net Assets
Debt and Equity Investments
Private Credit Investments⁽⁴⁾
Automobiles & components
Speedstar Holding LLC	First lien senior secured loan	8.00% (L + 7.00%)	1/22/2027	$	5,005	$	4,906	$	5,055		1.6	%
	First lien senior secured delayed draw loan	8.00% (L + 7.00%)	1/22/2027		-		-		-		0.0	%
Vehicle Accessories, Inc.	First lien senior secured loan	6.50% (L + 5.50%)	11/30/2026		18,382		18,034		18,382		5.9	%
	First lien senior secured revolving loan	6.50% (L + 5.50%)	11/30/2026		-		-		-		0.0	%
					23,387		22,940		23,437		7.5	%
Capital goods
Blade (US) Holdings, Inc.	First lien senior secured loan	7.00% (L + 6.00%)	8/31/2027		4,866		4,763		4,866		1.6	%
	First lien senior secured delayed draw loan	7.00% (L + 6.00%)	3/3/2023		-		-		-		0.0	%
Broder Bros., Co.	First lien senior secured loan	8.00% (L + 7.00%)	12/2/2022		5,369		5,044		5,369		1.7	%
CGI Automated Manufacturing, LLC	First lien senior secured loan	6.50% (L + 5.50%)	12/17/2026		18,478		18,020		18,478		5.9	%
	First lien senior secured delayed draw loan	6.50% (L + 5.50%)	12/17/2026		-		-		-		0.0	%
	First lien senior secured revolving loan	6.50% (L + 5.50%)	12/17/2026		-		-		-		0.0	%
Eastern Wholesale Fence	First lien senior secured revolving loan	8.00% (L + 7.00%)	10/30/2025		1,035		1,002		1,035		0.3	%
	First lien senior secured loan	8.00% (L + 7.00%)	10/30/2025		3,317		3,210		3,317		1.1	%
	First lien senior secured loan	8.00% (L + 7.00%)	10/30/2025		18,384		17,873		18,384		5.9	%
EIS Legacy, LLC	First lien senior secured loan	6.50% (L + 5.50%)	11/1/2027		18,462		17,998		18,462		5.9	%
	First lien senior secured delayed draw loan	6.50% (L + 5.50%)	11/1/2027		-		-		-		0.0	%
	First lien senior secured revolving loan	6.50% (L + 5.50%)	11/1/2027		-		-		-		0.0	%
Fastener Distribution Holdings, LLC	First lien senior secured delayed draw loan	8.00% (L + 7.00%)	4/1/2022		2,205		2,194		2,205		0.7	%
	First lien senior secured loan	8.00% (L + 7.00%)	4/1/2022		1,942		1,939		1,942		0.6	%
I.D. Images Acquisition, LLC	First lien senior secured delayed draw loan	7.25% (L + 6.25%)	1/30/2023		2,634		2,609		2,634		0.9	%
	First lien senior secured revolving loan	7.25% (L + 6.25%)	7/30/2026		450		420		450		0.2	%
	First lien senior secured loan	7.25% (L + 6.25%)	7/30/2026		15,570		15,353		15,570		5.0	%
Refrigeration Sales Corp.	First lien senior secured loan	7.50% (L + 6.50%)	6/22/2026		6,945		6,835		6,945		2.2	%
United Safety & Survivability Corporation (USSC)	First lien senior secured loan	7.00% (L + 6.00%)	9/30/2027		12,690		12,439		12,690		4.1	%
	First lien senior secured revolving loan	7.00% (L + 6.00%)	9/30/2027		402		379		402		0.1	%
	First lien senior secured delayed draw loan	7.00% (L + 6.00%)	9/30/2023		-		-		-		0.0	%
					112,749		110,078		112,749		36.2	%
Commercial & professional services
4 Over International, LLC	First lien senior secured loan	7.50% (L + 6.50%)	10/29/2027		24,875		24,249		24,875		8.0	%

See accompanying notes to consolidated financial statements.

Kayne Anderson BDC, Inc.

Consolidated Schedule of Investments

As of December 31, 2021

(amounts in 000’s)

Portfolio Company⁽¹⁾	Investment	Interest Rate	Maturity Date	Principal/ Par		Amortized Cost⁽²⁾⁽³⁾		Fair Value		Percentage of Net Assets
Debt and Equity Investments
Private Credit Investments⁽⁴⁾
Advanced Environmental Monitoring (5)	First lien senior secured loan	8.00% (L + 7.00%)	1/29/2026		7,372		7,159		7,372		2.4	%
American Equipment Holdings LLC	First lien senior secured delayed draw loan	7.00% (L + 6.00%)	11/3/2026		6,367		6,242		6,367		2.1	%
	First lien senior secured revolving loan	7.00% (L + 6.00%)	11/3/2026		425		383		425		0.1	%
	First lien senior secured loan	7.00% (L + 6.00%)	11/3/2026		16,511		16,188		16,511		5.3	%
Arborworks Acquisition LLC	First lien senior secured revolving loan	7.00% (L + 6.00%)	11/9/2026		1,469		1,378		1,469		0.5	%
	First lien senior secured loan	8.00% (L + 7.00%)	11/9/2026		20,312		19,914		20,312		6.5	%
Gusmer Enterprises, Inc.	First lien senior secured delayed draw loan	7.00% (L + 6.00%)	5/7/2027		4,737		4,641		4,737		1.5	%
	First lien senior secured revolving loan	7.00% (L + 6.00%)	5/7/2027		-		-		-		0.0	%
	First lien senior secured loan	7.00% (L + 6.00%)	5/7/2027		3,500		3,388		3,500		1.1	%
PMFC Holding, LLC	First lien senior secured delayed draw loan	7.50% (L + 6.50%)	7/31/2023		2,847		2,829		2,847		0.9	%
	First lien senior secured loan	7.50% (L + 6.50%)	7/31/2023		5,676		5,639		5,676		1.8	%
	First lien senior secured revolving loan	7.50% (L + 6.50%)	7/31/2023		-		-		-		0.0	%
Regiment Security Partners LLC	First lien senior secured loan	8.00% (L + 7.00%)	9/15/2026		6,539		6,389		6,539		2.1	%
	First lien senior secured delayed draw loan	8.00% (L + 7.00%)	9/15/2023		-		-		-		0.0	%
	First lien senior secured revolving loan	8.00% (L + 7.00%)	9/15/2026		-		-		-		0.0	%
The Kleinfelder Group, Inc.	First lien senior secured loan	6.25% (L + 5.25%)	11/15/2027		12,889		12,766		12,889		4.1	%
					113,519		111,165		113,519		36.4	%
Consumer durables & apparel
BCI Burke Holding Corp.	First lien senior secured loan	6.75% (L + 5.75%)	12/14/2027		17,303		16,997		17,303		5.5	%
	First lien senior secured revolving loan	6.75% (L + 5.75%)	6/14/2027		389		360		389		0.1	%
	First lien senior secured delayed draw loan	6.75% (L + 5.75%)	12/14/2023		-		-		-		0.0	%
BEL USA, LLC	First lien senior secured loan	9.50% (L + 8.00%)	11/2/2023		148		147		146		0.0	%
	First lien senior secured loan	8.50% (L + 7.00%, includes 1.275% PIK)	11/2/2023		8,988		8,835		8,853		2.8	%
Curio Brands, LLC	First lien senior secured loan	6.50% (L + 5.50%)	12/21/2027		18,054		17,575		18,054		5.8	%
	First lien senior secured delayed draw loan	6.50% (L + 5.50%)	12/21/2023		-		-		-		0.0	%
	First lien senior secured revolving loan	6.50% (L + 5.50%)	12/21/2027		-		-		-		0.0	%
MacNeill Pride Group	First lien senior secured revolving loan	7.50% (L + 6.50%)	4/22/2026		1,429		1,407		1,429		0.5	%
	First lien senior secured delayed draw loan	7.50% (L + 6.50%)	4/22/2026		1,961		1,937		1,961		0.6	%
	First lien senior secured loan	7.50% (L + 6.50%)	4/22/2026		8,706		8,598		8,706		2.8	%

See accompanying notes to consolidated financial statements.

Kayne Anderson BDC, Inc.

Consolidated Schedule of Investments

As of December 31, 2021

(amounts in 000’s)

Portfolio Company⁽¹⁾	Investment	Interest Rate	Maturity Date	Principal/ Par		Amortized Cost⁽²⁾⁽³⁾		Fair Value		Percentage of Net Assets
Debt and Equity Investments
Private Credit Investments⁽⁴⁾
New Era Cap Company, Inc.	First lien senior secured loan	7.50% (L + 6.50%)	9/10/2023		12,724		12,624		12,724		4.1	%
Trademark Global LLC	First lien senior secured loan	7.00% (L + 6.00%)	7/30/2024		11,510		11,404		11,510		3.7	%
	First lien senior secured revolving loan	7.00% (L + 6.00%)	7/30/2024		2,280		2,254		2,280		0.7	%
	First lien senior secured delayed draw loan	7.00% (L + 6.00%)	7/30/2023		-		-		-		0.0	%
YS Garments, LLC	First lien senior secured loan	7.00% (L + 6.00%)	8/9/2024		7,936		7,779		7,936		2.6	%
					91,428		89,917		91,291		29.2	%
Diversified financials
Atria Wealth Solutions, Inc.	First lien senior secured loan	7.00% (L + 6.00%)	11/30/2022		5,191		5,156		5,191		1.7	%
					5,191		5,156		5,191		1.7	%

Food & beverage

Siegel Egg Co., LLC	First lien senior secured loan	7.00% (L + 6.00%)	12/29/2026		15,742		15,450		15,742		5.1	%
	First lien senior secured revolving loan	7.00% (L + 6.00%)	12/29/2026		1,029		966		1,029		0.3	%
					16,771		16,416		16,771		5.4	%
Health care equipment & services
Brightview, LLC	First lien senior secured loan	6.75% (L + 5.75%)	4/12/2024		13,133		12,956		13,133		4.2	%
	First lien senior secured delayed draw loan	6.75% (L + 5.75%)	4/12/2024		-		-		-		0.0	%
	First lien senior secured revolving loan	6.75% (L + 5.75%)	4/12/2024		-		-		-		0.0	%
Dermatologists of Southwestern Ohio, LLC	First lien senior secured loan	9.50% (L + 8.50%)	4/20/2022		1,282		1,270		1,282		0.4	%
Guardian Dentistry Partners	First lien senior secured loan	6.75% (L + 5.75%)	8/20/2026		8,222		7,860		8,222		2.6	%
	First lien senior secured delayed draw loan	6.75% (L + 5.75%)	8/20/2026		-		-		-		0.0	%
OMH-HealthEdge Holdings, LLC	First lien senior secured loan	6.50% (L + 5.25%)	10/24/2025		12,375		12,138		12,375		4.0	%
SGA Dental Partners Holdings, LLC	First lien senior secured loan	6.50% (L + 5.50%)	12/30/2026		12,069		11,681		12,069		3.9	%
	First lien senior secured delayed draw loan	6.50% (L + 5.50%)	12/30/2026		-		-		-		0.0	%
	First lien senior secured revolving loan	6.50% (L + 5.50%)	12/30/2026		-		-		-		0.0	%
West Dermatology Management Holdings, LLC	First lien senior secured loan	7.00% (L + 6.00%)	2/11/2025		1,975		1,957		1,975		0.6	%
					49,056		47,862		49,056		15.7	%
Household & personal products
DRS Holdings III, Inc. (Dr. Scholl’s)	First lien senior secured loan	6.75% (L + 5.75%)	11/1/2025		12,129		12,014		12,129		3.9	%
	First lien senior secured revolving loan	6.75% (L + 5.75%)	11/1/2025		-		-		-		0.0	%
Home Brands Group Holdings, Inc. (ReBath)	First lien senior secured loan	6.00% (L + 5.00%)	11/8/2026		20,988		20,537		20,988		6.7	%
	First lien senior secured revolving loan	6.00% (L + 5.00%)	11/8/2026		-		-		-		0.0	%
PH Beauty Holdings III, Inc.	First lien senior secured loan	5.18% (L + 5.00%)	9/28/2025		9,642		9,287		9,642		3.1	%
					42,759		41,838		42,759		13.7	%

See accompanying notes to consolidated financial statements.

Kayne Anderson BDC, Inc.

Consolidated Schedule of Investments

As of December 31, 2021

(amounts in 000’s)

Portfolio Company⁽¹⁾	Investment	Interest Rate	Maturity Date	Principal/ Par		Amortized Cost⁽²⁾⁽³⁾		Fair Value		Percentage of Net Assets
Debt and Equity Investments
Private Credit Investments⁽⁴⁾
Materials
Cyalume Technologies Holdings, Inc.	First lien senior secured loan	6.50% (L + 5.50%)	8/30/2024		1,657		1,644		1,657		0.5	%
Drew Foam Companies, Inc.	First lien senior secured loan	7.00% (L + 6.00%)	11/5/2025		7,450		7,360		7,450		2.4	%
Fralock Buyer LLC	First lien senior secured loan	6.50% (L + 5.50%)	4/17/2024		9,251		9,091		9,251		3.0	%
	First lien senior secured loan	6.50% (L + 5.50%)	4/17/2024		2,453		2,413		2,453		0.8	%
	First lien senior secured revolving loan	6.50% (L + 5.50%)	4/17/2024		-		-		-		0.0	%
USALCO, LLC	First lien senior secured revolving loan	7.00% (L + 6.00%)	10/19/2026		191		142		191		0.1	%
	First lien senior secured loan	7.00% (L + 6.00%)	10/19/2027		19,375		18,918		19,375		6.2	%
					40,377		39,568		40,377		13.0	%

Pharmaceuticals, biotech & life sciences

Foundation Consumer Brands	First lien senior secured loan	7.38% (L + 6.38%)	2/12/2027		8,485		8,407		8,485		2.7	%
	First lien senior secured revolving loan	7.38% (L + 6.38%)	2/12/2027		-		-		-		0.0	%
					8,485		8,407		8,485		2.7	%
Retailing
Sundance Holdings Group, LLC (5)	First lien senior secured loan	7.00% (L + 6.00%)	5/1/2024		9,522		9,164		9,522		3.1	%
					9,522		9,164		9,522		3.1	%
Software & services
Improving Acquisition LLC	First lien senior secured loan	7.50% (L + 6.50%)	7/26/2024		603		598		603		0.2	%
Peak Technologies	First lien senior secured loan	8.09% (L + 7.09%)	4/1/2026		12,800		12,678		12,800		4.1	%
	First lien senior secured loan	7.50% (L + 6.50%)	4/1/2026		662		649		662		0.2	%
					14,065		13,925		14,065		4.5	%
Telecommunication services
Centerline Communications, LLC	First lien senior secured loan	6.50% (L + 5.50%)	8/10/2027		9,265		9,082		9,265		3.0	%
	First lien senior secured delayed draw loan	6.50% (L + 5.50%)	8/10/2023		5,746		5,622		5,746		1.9	%
	First lien senior secured revolving loan	6.50% (L + 5.50%)	8/10/2027		1,200		1,166		1,200		0.4	%
	First lien senior secured loan	6.50% (L + 5.50%)	8/10/2027		5,985		5,870		5,985		1.9	%
Corbett Technology Solutions, Inc.	First lien senior secured revolving loan	6.00% (L + 5.00%)	10/29/2027		381		248		381		0.1	%
	First lien senior secured delayed draw loan	6.00% (L + 5.00%)	4/29/2023		9,530		9,435		9,530		3.1	%
	First lien senior secured loan	6.00% (L + 5.00%)	10/27/2027		13,564		13,298		13,564		4.3	%
Network Connex (f/k/a NTI Connect, LLC)	First lien senior secured loan	6.00% (L + 5.00%)	4/5/2026		5,302		5,209		5,302		1.7	%
					50,973		49,930		50,973		16.4	%
Total Private Credit Debt Investments					578,282		566,366		578,195		185.5	%

See accompanying notes to consolidated financial statements.

Kayne Anderson BDC, Inc.

Consolidated Schedule of Investments

As of December 31, 2021

(amounts in 000’s)

	Number of Units		Cost		Fair Value		Percentage of Net Assets
Equity Investments
Food & beverage
Siegel Parent, LLC (6)		0.250		250		250		0.1	%
Total Private Equity Investments		0.250		250		250		0.1	%

Total Private Investments			$	566,616	$	578,445		185.6	%

	Number of Shares		Cost		Fair Value			Percentage of Net Assets
Short-Term Investments
First American Treasury Obligations Fund - Institutional Class Z, 0.01% (7)		3,674		3,674		3,674			1.2	%
Total Short-Term Investments		3,674		3,674		3,674			1.2	%

Total Investments			$	570,290	$	582,119			186.8	%

Liabilities in Excess of Other Assets						(270,150	)		(86.8	)%
Net Assets					$	311,969			100.0	%

(1)

As of December 31, 2021, all investments are non-controlled, non-affiliated investments. Non-controlled, non-affiliated investments are defined as investments in which the Company owns less than 5% of the portfolio company’s outstanding voting securities and does not have the power to exercise control over the management or policies of such portfolio company.

(2)	The amortized cost represents the original cost adjusted for the amortization of discounts and premiums, as applicable, on debt investments using the effective interest method.

(3)	As of December 31, 2021, the tax cost of the Company’s investments approximates their amortized cost.

(4)

Loan contains a variable rate structure, that may be subject to an interest rate floor. Variable rate loans bear interest at a rate that may be determined by reference to either the London Interbank Offered Rate (“LIBOR” or “L”) (which can include one-, two-, three- or six-month LIBOR) or an alternate base rate (which can include the Federal Funds Effective Rate or the Prime Rate).

(5)

The Company may be entitled to receive additional interest as a result of an arrangement with other lenders in the syndication. In exchange for the higher interest rate, the “last-out” portion is at a greater risk of loss. Certain lenders represent a “first out” portion of the investment and have priority to the “last-out” portion with respect to payments of principal and interest.

(6)

The Company owns 50% of a pass-through LLC, KSCF IV Equity Aggregator, LLC (the “Aggregator”), which holds 500 Class A units of Siegel Parent, LLC. The Aggregator’s ownership of Siegel Parent, LLC is 1.1442%. Through the Company’s ownership of the Aggregator, the Company owns 250 Class A units of Siegel Parent, LLC.

(7)	The indicated rate is the yield as of December 31, 2021.

See accompanying notes to consolidated financial statements.

Kayne Anderson BDC, Inc.

Notes to Consolidated Financial Statements

(amounts in 000’s, except share and per share amounts)

(Unaudited)

Note 1. Organization

Organization

Kayne Anderson BDC, Inc. (the “Company”) is an externally managed, closed-end, non-diversified management investment company that has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). In addition, for U.S. federal income tax purposes, the Company intends to qualify as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”).

The Company was formed as a Delaware limited liability company to make investments in middle-market companies and commenced operations on February 5, 2021. On this same date, prior to the Company’s election to be regulated as a BDC under the 1940 Act, the Company completed a conversion from a Delaware limited liability company into a Delaware corporation and Kayne Anderson BDC, Inc. succeeded to the business of Kayne Anderson BDC, LLC.

As of June 30, 2022, the Company has entered into subscription agreements with investors for an aggregate capital commitment of $761,694 to purchase shares of the Company’s common stock (including a $13,250 capital commitment that is contingent on the Company meeting certain conditions). See Note 11 – Subsequent Events.

KA Credit Advisors, LLC (the “Advisor”) is an indirect subsidiary of Kayne Anderson Capital Advisors, L.P. (“KACALP” or “Kayne Anderson”). The Advisor is registered with the Securities and Exchange Commission (“SEC”) as an investment advisor under the Investment Advisory Act of 1940. Subject to the overall supervision of the Company’s board of directors (the “Board”), the Advisor is responsible for originating prospective investments, conducting research and due diligence investigations on potential investments, analyzing investment opportunities, negotiating and structuring investments and monitoring its investments and portfolio companies on an ongoing basis. The Board consists of five directors, three of whom are independent (including the Board’s chairperson).

The Company’s investment objective is to generate current income and, to a lesser extent, capital appreciation primarily through debt investments in middle-market companies.

The Company conducts private offerings of its Common Stock to investors in reliance on exemptions from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). At the closing of any private offering, each investor will make a capital commitment (a “Capital Commitment”) to purchase shares of its Common Stock (“Shares”) pursuant to a subscription agreement entered into with the Company. Investors will be required to fund drawdowns to purchase Shares up to the amount of their respective Capital Commitments each time the Company delivers a notice to the investors. Following the initial closing of the private offering (the “Initial Closing”) on February 5, 2021 and prior to any Liquidity Event (as defined below), the Advisor may, in its sole discretion, permit additional closings of the private offering. A “Liquidity Event” is defined as (a) an initial public offering of Shares (the “Initial Public Offering”) or the listing of Shares on an exchange (together with the Initial Public Offering, an “Exchange Listing”), (b) the sale of the Company or (c) a disposition of the Company’s investments and distribution of the net proceeds (after repayment of borrowed funds or other forms of leverage) to the Company’s investors.

Kayne Anderson BDC, Inc.

Notes to Consolidated Financial Statements

(amounts in 000’s, except share and per share amounts)

(Unaudited)

Note 2. Significant Accounting Policies

A. Basis of Presentation—the accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The Company is an investment company and follows accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 946 — “Financial Services — Investment Companies.” In the opinion of management, all adjustments, which are of a normal recurring nature, considered necessary for the fair statement of the consolidated financial statements for the periods presented, have been included.

B. Consolidation—As provided under Regulation S-X and ASC Topic 946 – “Financial Services – Investment Companies”, the Company will generally not consolidate its investment in a company other than a wholly-owned investment company or controlled operating company whose business consists of providing services to the Company. Accordingly, the Company consolidated the accounts of the Company’s wholly-owned subsidiaries, Kayne Anderson BDC Financing, LLC, (“KABDCF”) and KABDC Corp, LLC, in its consolidated financial statements. All significant intercompany balances and transactions have been eliminated in consolidation.

C. Use of Estimates—the preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of income and expenses during the period. Actual results could differ materially from those estimates.

D. Cash and Cash Equivalents—cash and cash equivalents include short-term, liquid investments with an original maturity of three months or less and include money market fund accounts.

E. Investment Valuation, Fair Value—the Company conducts the valuation of its investments consistent with GAAP and the 1940 Act. The Company’s investments will be valued no less frequently than quarterly, in accordance with the terms of Topic 820 of the Financial Accounting Standards Board’s Accounting Standards Codification, Fair Value Measurement and Disclosures (“ASC 820”).

Traded Investments (Level 1 or Level 2)

Investments for which market quotations are readily available will typically be valued at those market quotations. Traded investments such as corporate bonds, preferred stock, bank notes, loans or loan participations are valued by using the bid price provided by an independent pricing service, by an independent broker, the agent bank, syndicate bank or principal market maker. When price quotes for investments are not available, or such prices are stale or do not represent fair value in the judgment of the Company’s Advisor, fair market value will be determined using the Company’s valuation process for investments that are privately issued or otherwise restricted as to resale.

The Company may also invest, to a lesser extent, in equity securities purchased in conjunction with debt investments. While the Company anticipates these equity securities to be issued by privately held companies, the Company may hold equity securities that are publicly traded. Equity securities listed on any exchange other than the NASDAQ Stock Market, Inc. (“NASDAQ”) are valued, except as indicated below, at the last sale price on the business day as of which such value is being determined. If there has been no sale on such day, the securities are valued at the mean of the most recent bid and ask prices on such day. Securities admitted to trade on the NASDAQ are valued at the NASDAQ official closing price. Equity securities traded on more than one securities exchange are valued at the last sale price on the business day as of which such value is being determined at the close of the exchange representing the principal market for such securities. Equity securities traded in the over-the-counter market, but excluding securities admitted to trading on the NASDAQ, are valued at the closing bid prices.

Kayne Anderson BDC, Inc.

Notes to Consolidated Financial Statements

(amounts in 000’s, except share and per share amounts)

(Unaudited)

Non-Traded Investments (Level 3)

Investments that are privately issued or otherwise restricted as to resale, as well as any security for which (a) reliable market quotations are not available in the judgment of the Company’s Advisor, or (b) the independent pricing service or independent broker does not provide prices or provides a price that in the judgment of the Company’s Advisor is stale or does not represent fair value, shall each be valued in a manner that most fairly reflects fair value of the security on the valuation date. The Company expects that a significant majority of its investments will be Level 3 investments. Unless otherwise determined by the Board, the following valuation process is used for the Company’s Level 3 investments:

●

Investment Team Valuation. The applicable investments are valued by senior professionals of Kayne Anderson who are responsible for the portfolio investments. The value of each portfolio company or investment will be initially reviewed by the investment professionals responsible for such portfolio company or investment and, for non-traded investments (i.e., illiquid securities/instruments), a standardized template designed to approximate fair market value based on observable market inputs, updated credit statistics and unobservable inputs will be used to determine a preliminary value. The investments will be valued no less frequently than quarterly, with new investments valued at the time such investment was made.

●

Investment Team Valuation Documentation. Preliminary valuation conclusions will be determined by the Company’s executive officers. Such valuation and supporting documentation is submitted to the Audit Committee (a committee of the Board) and the Board on a quarterly basis.

●

Audit Committee. The Audit Committee meets to consider the valuations submitted by our executive officers at the end of each quarter. Between meetings of the Audit Committee, the executive officers of the Company are authorized to make valuation determinations. All valuation determinations of the Audit Committee are subject to ratification by the Board at its next regular meeting.

●

Valuation Firm. Quarterly, third-party valuation firms engaged by the Board review the valuation methodologies and calculations employed for each of the Company’s investments that the Company has placed on the “watch list” and approximately 25% of its remaining investments. These third-party valuation firms will review all of the Level 3 investments at least once per year, on a rolling twelve-month basis. The Company expects the quarterly report issued by these third-party valuation firms will assist the Board in determining the fair values of the investments reviewed.

●

Board Determination. The Company’s Board meets quarterly to consider the valuations provided by the Company’s executive officers and the Audit Committee and ratify valuations for the applicable investments. The Company’s Board considers the report provided by the third-party valuation firms in reviewing and determining in good faith the fair value of the applicable portfolio investments.

Kayne Anderson BDC, Inc.

Notes to Consolidated Financial Statements

(amounts in 000’s, except share and per share amounts)

(Unaudited)

The Board of Directors will be ultimately responsible for the determination, in good faith, of the fair value of our portfolio investments. Determination of fair value involves subjective judgments and estimates. Accordingly, the notes to our financial statements will express the uncertainty with respect to the possible effect of such valuations, and any change in such valuations, on our financial statements.

F. Interest Income Recognition— Interest income is recorded on an accrual basis and includes the accretion of discounts, amortization of premiums and payment-in-kind (“PIK”) interest. Discounts from and premiums to par value on investments purchased are accreted/amortized into interest income over the life of the respective security using the effective yield method. To the extent loans contain PIK provisions, PIK interest, computed at the contractual rate specified in each applicable agreement, is accrued and recorded as interest income and added to the principal balance of the loan. PIK interest income added to the principal balance is generally collected upon repayment of the outstanding principal. To maintain the Company’s status as a RIC, this non-cash source of income must be paid out to stockholders in the form of dividends for the year the income was earned, even though the Company has not yet collected the cash. The amortized cost of investments represents the original cost adjusted for any accretion of discounts, amortization of premiums and PIK interest.

Loans are generally placed on non-accrual status when principal or interest payments are past due 30 days or more or when there is reasonable doubt that principal or interest will be collected in full. Accrued and unpaid interest is generally reversed when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon the Company’s judgment regarding collectability. Non-accrual loans are restored to accrual status when past due principal and interest are paid or there is no longer any reasonable doubt that such principal or interest will be collected in full and, in the Company’s judgment, principal and interest are likely to remain current. The Company may make exceptions to this policy if the loan has sufficient collateral value (i.e., typically measured as enterprise value of the portfolio company) or is in the process of collection.

G. Debt Issuance Costs—Costs incurred by the Company related to the issuance of its debt (credit facilities) are capitalized and amortized over the period the debt is outstanding. The Company has classified the costs incurred to issue its credit facilities as a deduction from the carrying value of the credit facilities on the Statement of Assets and Liabilities. For the purpose of calculating the Company’s asset coverage ratios pursuant to the 1940 Act, deferred issuance costs are not deducted from the carrying value of debt or preferred stock.

H. Dividends to Common Stockholders—Distributions to common stockholders are recorded on the record date. The amount to be paid out as a dividend is determined by the Company’s board of directors each quarter and is generally based upon the earnings estimated by management and considers the level of undistributed taxable income carried forward from the prior year for distribution in the current year. Net realized capital gains, if any, are generally distributed, although the Company may decide to retain such capital gains for investment.

I. Organizational Costs—organizational expenses include costs and expenses relating to the formation and organization of the Company. The Company has reimbursed the Advisor for these costs which are expensed as incurred.

J. Offering Costs—offering costs include costs and expenses incurred in connection with the offering of the Company’s common stock. These initial costs were capitalized as deferred offering expenses and included in prepaid expenses and other assets on the Statement of Assets and Liabilities. These costs were amortized over a twelve-month period beginning with the commencement of operations. These expenses consist primarily of legal fees and other costs incurred in connection with the Company’s share offerings, the preparation of the Company’s registration statement and registration fees. The Company reimbursed the Advisor for these costs.

K. Income Taxes—it is the Company’s intention to continue to be treated as and to qualify each year for special tax treatment afforded a RIC under the Code. As long as the Company meets certain requirements that govern its sources of income, diversification of assets and timely distribution of earnings to stockholders, the Company will not be subject to U.S. federal income tax.

The Company must pay distributions equal to 90% of its investment company taxable income (ordinary income and short-term capital gains) to qualify as a RIC and it must distribute all of its taxable income (ordinary income, short-term capital gains and long-term capital gains) to avoid federal income taxes. The Company will be subject to federal income tax on any undistributed portion of income. For purposes of the distribution test, the Company may elect to treat as paid on the last day of its taxable year all or part of any distributions that are declared after the end of its taxable year if such distributions are declared before the due date of its tax return, including any extensions (October 15th).

Kayne Anderson BDC, Inc.

Notes to Consolidated Financial Statements

(amounts in 000’s, except share and per share amounts)

(Unaudited)

All RICs are subject to a non-deductible 4% excise tax on income that is not distributed on a timely basis in accordance with the calendar year distribution requirements. To avoid the tax, the Company must distribute during each calendar year an amount at least equal to the sum of (i) 98% of its ordinary income for the calendar year, (ii) 98.2% of its net capital gains for the one-year period ending on December 31, the last day of our taxable year, and (iii) undistributed amounts from previous years on which the Company paid no U.S. federal income tax. A distribution will be treated as paid during the calendar year if it is paid during the calendar year or declared by the Company in October, November or December, payable to stockholders of record on a date during such months and paid by the Company during January of the following year. Any such distributions paid during January of the following year will be deemed to be received by stockholders on December 31 of the year the distributions are declared, rather than when the distributions are actually received.

The Company does not currently qualify as a “publicly offered regulated investment company,” as defined in the Code. A “publicly offered regulated investment company” is a RIC whose shares are either (i) continuously offered pursuant to a public offering, (ii) regularly traded on an established securities market, or (iii) held by at least 500 persons at all times during the taxable year. The Company cannot determine when it will qualify as a publicly offered RIC. If the Company does not qualify as a publicly offered RIC during the tax year, a non-corporate shareholder’s allocable portion of the Company’s affected expenses, including its management fees, may be treated as an additional distribution to shareholders. A non-corporate shareholder’s allocable portion of these expenses may be treated as miscellaneous itemized deductions that are not currently deductible by such shareholders.

The Company evaluates tax positions taken or expected to be taken in the course of preparing its financial statements to determine whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority. Tax positions not deemed to meet the “more-likely-than-not” threshold are reserved and recorded as a tax benefit or expense in the current year. All penalties and interest associated with income taxes are included in income tax expense. Conclusions regarding tax positions are subject to review and may be adjusted at a later date based on factors including, but not limited to, on-going analyses of tax laws, regulations and interpretations thereof.

L. LIBOR Transition — The U.K. Financial Conduct Authority (“FCA”) announced that certain London Interbank Offered Rate (“LIBOR”) tenors in certain currencies ceased to be provided at the end of 2021 with all remaining tenors ceasing in June 2023. Alternatives to LIBOR have been established, or are in development in most major currencies, including the Secured Overnight Financing Rate (“SOFR”) that is intended to replace U.S. dollar LIBOR. Markets are developing in response to these new reference rates. The LIBOR transition has become increasingly well-defined in advance of its anticipated discontinuation, but uncertainty remains related to the liquidity impact of the change in rates, and how to appropriately adjust these rates at the time of transition. At this time, it is not possible to predict fully the ultimate outcome of these changes.

M. Commitments and Contingencies—in the normal course of business, the Company may enter into contracts that provide a variety of general indemnifications. Any exposure to the Company under these arrangements could involve future claims that may be made against the Company. Currently, no such claims exist or are expected to arise and, accordingly, the Company has not accrued any liability in connection with such indemnifications.

Kayne Anderson BDC, Inc.

Notes to Consolidated Financial Statements

(amounts in 000’s, except share and per share amounts)

(Unaudited)

Note 3. Agreements and Related Party Transactions

A. Administration Agreement—on February 5, 2021, the Company entered into an Administration Agreement with its Advisor, which serves as its Administrator and will provide or oversee the performance of its required administrative services and professional services rendered by others, which will include (but are not limited to), accounting, payment of our expenses, legal, compliance, operations, technology and investor relations, preparation and filing of its tax returns, and preparation of financial reports provided to its stockholders and filed with the SEC.

The Company will reimburse the Administrator for its costs and expenses incurred in performing its obligations under the Administration Agreement, which may include, after completion of our Exchange Listing, its allocable portion of office facilities, overhead, and compensation paid to or compensatory distributions received by its officers (including our Chief Compliance Officer and Chief Financial Officer) and its respective staff who provide services to the Company. As the Company reimburses the Administrator for its expenses, the Company will indirectly bear such cost. The Administration Agreement may be terminated by either party with 60 days’ written notice.

B. Investment Advisory Agreement—on February 5, 2021, the Company entered into an Investment Advisory Agreement with its Advisor. Pursuant to the Investment Advisory Agreement with its Advisor, the Company will pay its Advisor a fee for investment advisory and management services consisting of two components—a base management fee and an incentive fee. The Advisor may, from time-to-time, grant waivers on the Company’s obligations, including waivers of the base management fee and/or incentive fee, under the Investment Advisory Agreement. The Investment Advisory Agreement may be terminated by either party with 60 days’ written notice.

The Company has agreed to reimburse the Advisor and its affiliates for the third-party costs incurred on its behalf in connection with the formation and the offering of shares of the Company’s common stock. Amounts shown as payables to affiliates on the Statement of Assets and Liabilities represent organizational expenses and offering costs of the Company that were paid by the Advisor and its affiliates on behalf of the Company.

Base Management Fee

Prior to an Exchange Listing, the base management fee will be calculated at an annual rate of 0.90% of the fair market value of the Company’s investments including, in each case, assets purchased with borrowed funds or other forms of leverage, but excluding cash, U.S. government securities and commercial paper instruments maturing within one year of purchase. After an Exchange Listing, the base management fee will be calculated at an annual rate of 1.50% of the fair market value of the Company’s investments. However, following an Exchange Listing, if borrowed funds or other forms of leverage utilized to finance the Company’s investments is greater than a debt-to-equity ratio of 1.0x, the base management fee will be 1.00% of the fair market value of the portion of the Company’s investments financed with borrowed funds or other forms of leverage above a 1.0x debt-to-equity ratio.

The base management fee will be payable quarterly in arrears and calculated based on the average of the Company’s fair market value of investments, at the end of the two most recently completed calendar quarters, including, in each case, assets purchased with borrowed funds or other forms of leverage, but excluding cash, U.S. government securities and commercial paper instruments maturing within one year of purchase. Base management fees for any partial quarter will be appropriately pro-rated.

For the three months ended June 30, 2022 and 2021, the Company incurred base management fees of $1,498 and $422, respectively.

For the six months ended June 30, 2022 and 2021, the Company incurred base management fees of $2,824 and $598, respectively.

Incentive Fee

The Company will also pay the Advisor an incentive fee. The incentive fee will consist of two parts—an incentive fee on income and an incentive fee on capital gains. Described in more detail below, these components of the incentive fee will be largely independent of each other with the result that one component may be payable even if the other is not.

Kayne Anderson BDC, Inc.

Notes to Consolidated Financial Statements

(amounts in 000’s, except share and per share amounts)

(Unaudited)

Incentive Fee on Income

The incentive fee based on income (the “income incentive fee”) is determined and paid quarterly in arrears in cash. The Company’s quarterly pre-incentive fee net investment income must exceed a preferred return of 1.50% of the Company’s net asset value (“NAV”) at the end of the immediately preceding calendar quarter (6.0% annualized but not compounded) (the “Hurdle Amount”) in order for the Company to receive an income incentive fee. The income incentive fee is calculated as follows:

●

Prior to an Exchange Listing: 100% of our pre-incentive fee net investment income for the immediately preceding calendar quarter in excess of 1.50% of the Company’s NAV at the end of the immediately preceding calendar quarter until the Advisor has received 10% of the total pre-incentive fee net income for that calendar quarter and, for pre-incentive fee net investment income in excess of 1.6667%, 10% of all remaining pre-incentive fee net investment income for that quarter.

●

After an Exchange Listing: 100% of the Company’s pre-incentive fee net investment income for the immediately preceding calendar quarter in excess of 1.50% of the Company’s NAV at the end of the immediately preceding calendar quarter until the Advisor has received 15% of the total pre-incentive fee net income for that calendar quarter and, for pre-incentive fee net investment income in excess of 1.7647%, 15% of all remaining pre-incentive fee net investment income for that quarter.

Incentive Fee on Capital Gains

The incentive fee on capital gains (the “capital gains incentive fee”) will be calculated and payable in arrears in cash as follows:

●

Prior to an Exchange Listing: 10% of the Company’s realized capital gains, if any, on a cumulative basis from formation through (a) the day before an Exchange Listing, (b) upon consummation of a Liquidity Event or (c) upon the termination of the Investment Advisory Agreement, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis. For the purpose of computing the capital gain incentive fee, the calculation methodology will look through derivative financial instruments or swaps as if the Company owned the reference assets directly.

●

After an Exchange Listing: 15% of the Company’s realized capital gains, if any, on a cumulative basis from formation through the end of a given calendar year or upon termination of the Investment Advisory Agreement, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gain incentive fees.

Payment of Incentive Fees

Prior to an Exchange Listing, any incentive fees earned by the Advisor shall accrue as earned but only become payable in cash to the Advisor upon consummation of an Exchange Listing. To the extent the Company does not complete an Exchange Listing, the incentive fees will be payable to the Advisor (a) upon consummation of a sale of the Company or (b) once substantially all the proceeds from a Company Liquidation payable to the Company’s stockholders have been distributed to such stockholders.

For the three months ended June 30, 2022, the Company incurred incentive fees on income of $775 (none on capital gains).

For the three months ended June 30, 2021 the Company did not incur any incentive fees on income or capital gains.

For the six months ended June 30, 2022, the Company incurred incentive fees on income of $1,728 and on capital gains of $2 (total of $1,730).

For the six months ended June 30, 2021, the Company did not incur any incentive fee on income or capital gains.

C. Other—KACALP, an affiliate of the Advisor, made an equity contribution of $10 to the Company on December 18, 2018.

On February 5, 2021, the Company purchased its initial portfolio of investments for $103,031 from an affiliate of the Company’s Advisor (the “Warehousing Entity”). This purchase of its initial portfolio of investments was funded with a portion of the proceeds from the sale of the Company’s common stock on this same date (5,666,667 shares of our common stock to investors at a price of $15.00 per share for an aggregate offering amount of $85,000) to investors and with borrowings under the Company’s credit facility.

The initial portfolio purchased from the Warehousing Entity consisted of 18 loans, with an average outstanding balance of $5,876, an average purchase price of 97.4% of principal value and an average yield on that date of 8.8%. None of these loans in the initial portfolio were in default or non-accrual status. All of the loans are senior secured and the borrowers are middle and upper middle market companies. The purchase of the initial portfolio was completed before the Company elected to be treated as a business development company under the 1940 Act. This initial acquisition and all related transactions are referred to as the “Formation Transactions.”

Kayne Anderson BDC, Inc.

Notes to Consolidated Financial Statements

(amounts in 000’s, except share and per share amounts)

(Unaudited)

Note 4. Investments

The following table presents the composition of the Company’s investment portfolio at amortized cost and fair value as of June 30, 2022 and December 31, 2021:

	June 30, 2022				December 31, 2021
	Amortized		Fair		Amortized		Fair
	Cost		Value		Cost		Value
First-lien senior secured debt investments	$	705,076	$	716,581	$	566,366	$	578,195
Equity investments		1,250		1,383		250		250
Short-term investments		8,405		8,405		3,674		3,674
Total Investments	$	714,731	$	726,369	$	570,290	$	582,119

As of June 30, 2022 and December 31, 2021, all of the Company’s investments were qualifying assets as defined by Section 55(a) of the 1940 Act.

Beginning with the three months ended March 31, 2022, the Company uses Global Industry Classification Standards (GICS), Level 3 – Industry, for classifying the industry groupings of its portfolio companies. As of December 31, 2021, the Company used GICS, Level 2 – Industry Group.

The industry composition of long-term investments based on fair value as of June 30, 2022 and December 31, 2021 was as follows:

	June 30, 2022
Commercial services & supplies		17.9	%
Trading companies & distributors		12.2	%
Health care providers & services		12.1	%
Food products		7.2	%
Building products		5.6	%
Chemicals		4.7	%
Diversified telecommunication services		4.4	%
Software		4.0	%
Leisure products		3.9	%
Auto components		3.9	%
Professional services		3.4	%
Wireless telecommunication services		3.3	%
Household durables		3.2	%
Personal products		3.0	%
Household products		2.8	%
Textiles, apparel & luxury goods		2.1	%
Aerospace & defense		1.5	%
Specialty retail		1.2	%
Pharmaceuticals		1.1	%
Containers & packaging		1.0	%
Asset management & custody banks		0.7	%
Electronic equipment, instruments & components		0.4	%
Machinery		0.3	%
IT services		0.1	%
Total		100.0	%

Kayne Anderson BDC, Inc.

Notes to Consolidated Financial Statements

(amounts in 000’s, except share and per share amounts)

(Unaudited)

	December 31, 2021
Commercial & professional services		19.6	%
Capital goods		19.5	%
Consumer durables & apparel		15.8	%
Telecommunication services		8.8	%
Health care equipment & services		8.5	%
Household & personal products		7.4	%
Materials		7.0	%
Automobiles & components		4.1	%
Food & beverage		2.9	%
Software & services		2.4	%
Retailing		1.6	%
Pharmaceuticals, biotech & life sciences		1.5	%
Diversified financials		0.9	%
Total		100.0	%

Note 5. Fair Value

The Fair Value Measurement Topic of the FASB Accounting Standards Codification (ASC 820) defines fair value as the price at which an orderly transaction to sell an asset or to transfer a liability would take place between market participants under current market conditions at the measurement date. As required by ASC 820, the Company has performed an analysis of all investments measured at fair value to determine the significance and character of all inputs to their fair value determination. Inputs are the assumptions, along with considerations of risk, that a market participant would use to value an asset or a liability. In general, observable inputs are based on market data that is readily available, regularly distributed and verifiable that the Company obtains from independent, third-party sources. Unobservable inputs are developed by the Company based on its own assumptions of how market participants would value an asset or a liability.

The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value into the following three broad categories.

Level 1 — Valuations based on quoted unadjusted prices for identical instruments in active markets traded on a national exchange to which the Company has access at the date of measurement.

Level 2 — Valuations based on quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets. Level 2 inputs are those in markets for which there are few transactions, the prices are not current, little public information exists or instances where prices vary substantially over time or among brokered market makers.

Level 3 — Model derived valuations in which one or more significant inputs or significant value drivers are unobservable. Unobservable inputs are those inputs that reflect the Company’s own assumptions that market participants would use to price the asset or liability based on the best available information.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the determination of which category within the fair value hierarchy is appropriate for any given financial instrument is based on the lowest level of input that is significant to the fair value measurement. Assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the financial instrument.

The following tables presents the fair value hierarchy of investments as of June 30, 2022 and December 31, 2021. Note that the valuation levels below are not necessarily an indication of the risk or liquidity associated with the underlying investment.

	Fair Value Hierarchy as of June 30, 2022
Investments:	Level 1		Level 2		Level 3		Total
First-lien senior secured debt investments	$	-	$	-	$	716,581	$	716,581
Private equity investments		-		-		1,383		1,383
Short-term investments		8,405		-		-		8,405
Total Investments	$	8,405	$	-	$	717,964	$	726,369

Kayne Anderson BDC, Inc.

Notes to Consolidated Financial Statements

(amounts in 000’s, except share and per share amounts)

(Unaudited)

	Fair Value Hierarchy as of December 31, 2021
Investments:	Level 1		Level 2		Level 3		Total
First-lien senior secured debt investments	$	-	$	-	$	578,195	$	578,195
Private equity investments		-		-		250		250
Short-term investments		3,674		-		-		3,674
Total Investments	$	3,674	$	-	$	578,445	$	582,119

The following tables present changes in the fair value of investments for which Level 3 inputs were used to determine the fair value as of and for the three and six months ended June 30, 2022 and 2021:

For the three months ended June 30, 2022	First-lien senior secured debt investments			Private equity investments		Total
Fair value, beginning of period	$	616,067		$	1,000	$	617,067
Purchases of investments		114,678			250		114,928
Proceeds from sales of investments and principal repayments		(15,615	)		-		(15,615	)
Net change in unrealized gain (loss)		189			133		322
Net realized gain (loss)		-			-		-
Net accretion of discount on investments		1,262			-		1,262
Transfers into (out of) Level 3		-			-		-
Fair value, end of period	$	716,581		$	1,383	$	717,964

For the three months ended June 30, 2021	First-lien senior secured debt investments			Private equity investments		Total
Fair value, beginning of period	$	151,957		$	-	$	151,957
Purchases of investments		55,122			-		55,122
Proceeds from sales of investments and principal repayments		(3,344	)		-		(3,344	)
Net change in unrealized gain (loss)		1,126			-		1,126
Net realized gain (loss)		-			-		-
Net accretion of discount on investments		298			-		298
Transfers into (out of) Level 3		-			-		-
Fair value, end of period	$	205,159		$	-	$	205,159

Kayne Anderson BDC, Inc.

Notes to Consolidated Financial Statements

(amounts in 000’s, except share and per share amounts)

(Unaudited)

For the six months ended June 30, 2022	First-lien senior secured debt investments			Private equity investments		Total
Fair value, beginning of period	$	578,195		$	250	$	578,445
Purchases of investments		180,452			1,000		181,452
Proceeds from sales of investments and principal repayments		(43,777	)		-		(43,777	)
Net change in unrealized gain (loss)		(323	)		133		(190	)
Net realized gain (loss)		23			-		23
Net accretion of discount on investments		2,011			-		2,011
Transfers into (out of) Level 3		-			-		-
Fair value, end of period	$	716,581		$	1,383	$	717,964

For the six months ended June 30, 2021	First-lien senior secured debt investments			Private Equity investments		Total
Fair value, beginning of period	$	-		$	-	$	-
Purchases of investments		204,434			-		204,434
Proceeds from sales of investments and principal repayments		(3,649	)		-		(3,649	)
Net change in unrealized gain (loss)		3,908			-		3,908
Net realized gain (loss)		-			-		-
Net accretion of discount on investments		466			-		466
Transfers into (out of) Level 3					-		-
Fair value, end of period	$	205,159		$	-	$	205,159

For the three and six months ended June 30, 2022 and 2021, the Company did not recognize any transfers to or from Level 3. The increase in unrealized gain (loss) relates to investments that were held during the period. The Company includes these unrealized gains and losses on the Statement of Operations – Net Change in Unrealized Gains (Losses).

Kayne Anderson BDC, Inc.

Notes to Consolidated Financial Statements

(amounts in 000’s, except share and per share amounts)

(Unaudited)

Valuation Techniques and Unobservable Inputs

Non-traded debt investments are typically valued using either a market yield analysis or an enterprise value analysis. For debt investments that are not determined to be credit impaired, the Company uses a market yield analysis to determine fair value. If the debt investment is credit impaired (which is determined by performing an enterprise value analysis), the Company will use the enterprise value analysis or a liquidation basis analysis to determine fair value. As of June 30, 2022, none of the Company’s non-traded debt investments were determined to be credit impaired, and the Company used a market yield analysis to determine fair value on these investments.

To determine the estimated market yield for our debt investments, the Company analyzes changes in the risk/reward (measured by yields and leverage) of middle market indices as compared to changes in risk/reward for the underlying investment (the “Market Approach”) and estimates the appropriate credit spread for such debt investment. In this context, the fair market value of the investment is impacted by the structure and pricing of the security relative to current market yields and credit spreads for similar investments in similar businesses as well as the financial performance of such business. In performing this analysis, the Company considers data sources including, but not limited to: (i) industry publications, such as S&P Global’s High-End Middle Market Lending Review; Thomson Reuter’s Refinitiv Middle Market Monthly Stats; CapitalIQ; Pitchbook News; The Lead Left, and other data sources; (ii) comparable investments reviewed or completed by affiliates of the Advisor, and (iii) information obtained and provided by the Advisor’s independent valuation managers.

To determine if a debt investment is credit impaired, the Company estimates the enterprise value of the business and compares such estimate to the outstanding indebtedness of such business. The Company utilizes the following valuation methodologies to determine the estimated enterprise value of the company: (i) analysis of valuations of publicly traded companies in a similar line of business (“public company analysis”), (ii) analysis of valuations of M&A transaction valuations for companies in a similar line of business (“precedent transaction analysis”), (iii) discounted cash flows (“DCF analysis”) and (iv) other valuation methodologies.

In determining the non-traded debt investment valuations, the following factors are considered, where relevant: the nature and realizable value of any collateral; the company’s ability to make interest payments, amortization payments (if any) and other fixed charges; call features, put features and other relevant terms of the debt security; the company’s historical and projected financial results; the markets in which the company does business; changes in the interest rate environment and the credit markets generally that may affect the price at which similar investments may be valued; and other relevant factors.

Equity investments in private companies are typically valued using one of or a combination of the following valuation techniques: (i) public company analysis, (ii) precedent transaction analysis and (iii) DCF analysis.

Under all of these valuation techniques, the Company estimates operating results of the companies in which we invest, including earnings before interest expense, income tax expense, depreciation and amortization (“EBITDA”) and free cash flow. These estimates utilize unobservable inputs such as historical operating results, which may be unaudited, and projected operating results, which will be based on operating assumptions for such company. Investment performance data utilized will be the most recently available as of the measurement date which in many cases may reflect up to a one quarter lag in information. These estimates will be sensitive to changes in assumptions specific to such company as well as general assumptions for the industry. Other unobservable inputs utilized in the valuation techniques outlined above include: discounts for lack of marketability, selection of publicly traded companies, selection of similar precedent transactions, selected ranges for valuation multiples and expected required rates of return (discount rates).

Kayne Anderson BDC, Inc.

Notes to Consolidated Financial Statements

(amounts in 000’s, except share and per share amounts)

(Unaudited)

Quantitative Table for Valuation Techniques

The following tables present quantitative information about the significant unobservable inputs of the Company’s Level 3 investments as of June 30, 2022 and December 31, 2021. The table is not intended to be all-inclusive but instead captures the significant unobservable inputs relevant to the Company’s determination of fair value.

	As of June 30, 2022
	Fair Value		Valuation Technique	Unobservable Input	Range		Weighted Average
First-lien senior secured debt investments	$	716,581	Market Approach - Yield Analysis	Credit Spreads		5.00% - 8.50%		6.01	%
Private equity investments	$	1,008	Precedent Transaction Analysis	Transaction Price		1.0		1.0
	$	375	Precedent Transaction Analysis	EBITDA Multiples		9.00% - 9.00%		9.00	%
	$	717,964

	As of December 31, 2021
	Fair Value		Valuation Technique	Unobservable Input	Range	Weighted Average
First-lien senior secured debt investments	$	578,195	Market Approach - Yield Analysis	Credit Spreads	5.00% - 8.50%		6.00	%
Private equity investments	$	250	Precedent Transaction Analysis	Transaction Price	1.0		1.0
	$	578,445

Note 6. Debt

Subscription Credit Agreement

As of June 30, 2022, the Company had a $175,000 credit agreement (the “Subscription Credit Agreement”) with certain lenders party thereto. The Subscription Credit Agreement permits the Company to borrow up to $175,000, subject to availability under the borrowing base which is calculated based on the unused capital commitments of the investors meeting various eligibility requirements. The interest rate under the Subscription Credit Agreement is equal to SOFR plus 1.975% (subject to a 0.275% SOFR floor). The Company is also required to pay a commitment fee of 0.25% per annum on any unused portion of the Subscription Credit Agreement. The Subscription Credit Agreement will expire on December 31, 2022. See Note 11 – Subsequent Events.

For the six months ended June 30, 2022 and 2021, the average amount of borrowings outstanding under the Subscription Credit Agreement was $54,110 and $15,911, respectively, with a weighted average interest rate of 2.50% and 2.26%, respectively. As of June 30, 2022, the Company had $114,000 outstanding under the Subscription Credit Agreement at a weighted average interest rate of 3.40%.

Kayne Anderson BDC, Inc.

Notes to Consolidated Financial Statements

(amounts in 000’s, except share and per share amounts)

(Unaudited)

Corporate Credit Facility

On February 18, 2022, the Company entered into a senior secured revolving credit facility (the “Corporate Credit Facility”), that has a total commitment of $275,000. The Corporate Credit Facility’s commitment termination date and the final maturity date are February 18, 2026 and February 18, 2027, respectively. The Corporate Credit Facility also provides for a feature that allows the Company, under certain circumstances, to increase the overall size of the Corporate Credit Facility to a maximum of $550,000. The interest rate on the Corporate Credit Facility is equal to Term SOFR (a forward-looking rate based on SOFR futures) plus an applicable spread of 2.35% per annum (which includes a SOFR adjustment spread of 0.10%) or an “alternate base rate” (as defined in the agreements governing the Corporate Credit Facility) plus an applicable spread of 1.25%. The Company is also required to pay a commitment fee of 0.375% per annum on any unused portion of the Corporate Credit Facility.

Under the Corporate Credit Facility, the Company is required to comply with various covenants, reporting requirements and other customary requirements for similar revolving credit facilities, including, without limitation, covenants related to: (a) limitations on the incurrence of additional indebtedness and liens, (b) limitations on certain investments, (c) limitations on certain restricted payments, (d) maintaining a certain minimum stockholders’ equity, and (e) maintaining a ratio of total assets (less total liabilities not representing indebtedness) to total indebtedness of the Company and its consolidated subsidiaries of not less than 1.5:1.0. These covenants are subject to important limitations and exceptions that are described in the agreements governing the Corporate Credit Facility. Amounts available to borrow under the Corporate Credit Facility are subject to compliance with a borrowing base that applies different advance rates to different types of assets (based on their value as determined pursuant to the Corporate Credit Facility) that are pledged as collateral. The Corporate Credit Facility is secured by certain assets in the Company’s portfolio and excludes investments held by Kayne Anderson BDC Financing LLC (“KABDCF”) under the Revolving Funding Facility (as defined below).

For the six months ended June 30, 2022, the average amount of borrowings outstanding under the Corporate Credit Facility was $57,315 with a weighted average interest rate of 2.91%. As of June 30, 2022, the Company had $78,000 outstanding under the Corporate Credit Facility at a weighted average interest rate of 3.20%. See Note 11 – Subsequent Events.

Revolving Funding Facility

On February 18, 2022, the Company and KABDCF entered into a senior secured revolving funding facility (the “Revolving Funding Facility”), that has a total commitment of $250,000. The Revolving Funding Facility is secured by all of the assets held by KABDCF and the Company has agreed that it will not grant or allow a lien on the membership interest of KABDCF. The end of the reinvestment period and the stated maturity date for the Revolving Funding Facility are February 18, 2025 and February 18, 2027, respectively. The interest rate on the Revolving Funding Facility is equal to daily SOFR plus 2.35% per annum. KABDCF is also required to pay a commitment fee of between 0.50% and 1.50% per annum depending on the size of the unused portion of the Revolving Funding Facility. Amounts available to borrow under the Revolving Funding Facility are subject to a borrowing base that applies different advance rates to different types of assets held by KABDCF and is subject to limitations with respect to the loans securing the Revolving Funding Facility, including restrictions on, loan size, payment frequency and status, as well as restrictions on portfolio company leverage, all of which may also affect the borrowing base and therefore amounts available to borrow. The Company and KABDCF are also required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. These covenants are subject to important limitations and exceptions that are described in the agreements governing the Revolving Funding Facility.

For the six months ended June 30, 2022, the average amount of borrowings outstanding under the Revolving Funding Facility was $110,221 with a weighted average interest rate of 2.80%. As of June 30, 2022, the Company had $150,000 outstanding under the Revolving Funding Facility at a weighted average interest rate of 3.79%.

Loan and Security Agreement

On February 18, 2022, the Company and KABDCF established two new credit facilities (described above) and fully repaid the $150,000 outstanding balance on the Loan and Security Agreement (the “LSA”), which was entered into by KABDCF in February 2021. Advances under LSA had an interest rate of LIBOR plus 4.25% (subject to a 1.00% LIBOR floor).

For the six months ended 2022, the average amount of borrowings outstanding under the LSA were $41,105 with a weighted average interest rate of 5.25%.

Kayne Anderson BDC, Inc.

Notes to Consolidated Financial Statements

(amounts in 000’s, except share and per share amounts)

(Unaudited)

Debt obligations consisted of the following as of June 30, 2022 and December 31, 2021:

	June 30, 2022
	Aggregate Principal Committed		Outstanding Principal		Amount Available⁽¹⁾		Net Carrying Value⁽²⁾
Corporate Credit Facility	$	275,000	$	78,000	$	197,000	$	75,824
Revolving Funding Facility		250,000		150,000		30,007		147,551
Subscription Credit Agreement		175,000		114,000		61,000		113,773
Total debt	$	700,000	$	342,000	$	288,007	$	337,148

(1)	The amount available reflects any limitations related to each credit facility’s borrowing base as of June 30, 2022.

(2)	The carrying value of the Corporate Credit Facility, Revolving Funding Facility, and Subscription Credit Agreement are presented net of deferred financing costs totaling $4,852.

	December 31, 2021
	Aggregate Principal Committed		Outstanding Principal		Amount Available⁽¹⁾		Net Carrying Value⁽²⁾
Loan and Security Agreement (LSA)	$	200,000	$	162,000	$	13,685	$	161,753
Subscription Credit Agreement		150,000		105,000		45,000		104,575
Total debt	$	350,000	$	267,000	$	58,685	$	266,328

(1)	The amount available reflects any limitations related to each credit facility’s borrowing base as of December 31, 2021.

(2)	The carrying value of the LSA and Subscription Credit Agreement are presented net of deferred financing costs totaling $672.

For the three and six months ended June 30, 2022 and 2021, the components of interest expense were as follows:

	For the three months ended
	June 30, 2022			June 30, 2021
Interest expense	$	2,528		$	877
Amortization of debt issuance costs		486			51
Total interest expense	$	3,014		$	928
Average interest rate		4.3	%		5.6	%
Average borrowings	$	283,637		$	66,407

	For the six months ended
	June 30, 2022			June 30, 2021
Interest expense	$	4,817		$	1,303
Amortization of debt issuance costs		1,005			86
Total interest expense	$	5,822		$	1,389
Average interest rate		4.5	%		5.6	%
Average borrowings	$	262,751		$	61,479

Kayne Anderson BDC, Inc.

Notes to Consolidated Financial Statements

(amounts in 000’s, except share and per share amounts)

(Unaudited)

Note 7. Share Transactions

Common Stock Issuances

The following table summarizes the number of common stock shares issued and aggregate proceeds received from such issuances related to the Company’s capital call notices pursuant to subscription agreements with investors for the six months ended June 30, 2022 and 2021.

For the six months ended June 30, 2022

Offering

Common

Aggregate

price per

stock

offering

Common stock issue date

shares issued

amount

January 24, 2022

16.36

4,191,292

68,582

Total common stock issued

4,191,292

68,582

	For the six months ended June 30, 2021
	Offering		Common		Aggregate
	price per		stock		offering
Common stock issue date	share		shares issued		amount
February 5, 2021	$	15.00		5,666,667	$	85,000
April 23, 2021	$	15.57		3,532,434		55,000
Total common stock issued				9,199,101	$	140,000

As of June 30, 2022, the Company had subscription agreements with investors for an aggregate capital commitment of $761,694 to purchase shares of common stock (including a $13,250 capital commitment that is contingent on the Company meeting certain conditions). Of this amount, the Company had $393,611 of undrawn commitments at June 30, 2022. See Note 11 – Subsequent Events.

Dividends and Dividend Reinvestment

The following table summarizes the dividends declared and payable by the Company for the six months ended June 30, 2022. See Note 11 – Subsequent Events.

Dividend declaration date	Dividend record date	Dividend payment date	Dividend per share
April 19, 2022	April 20, 2022	April 26, 2022	$	0.26
Total dividends declared			$	0.26

The following table summarizes the dividends declared and payable by the Company for the six months ended June 30, 2021.

Dividend declaration date	Dividend record date	Dividend payment date	Dividend per share
April 23, 2021	April 20, 2021	May 14, 2021	$	0.15
Total dividends declared			$	0.15

The following table summarizes the amounts received and shares of common stock issued to shareholders pursuant to the Company’s dividend reinvestment plan for the six months ended June 30, 2022. See Note 11 – Subsequent Events.

Dividend

DRIP

payment

shares

DRIP

Dividend record date

date

issued

value

December 29, 2021

January 18, 2022

55,590

902

April 20, 2022

April 26, 2022

75,270

1,222

130,860

2,124

Kayne Anderson BDC, Inc.

Notes to Consolidated Financial Statements

(amounts in 000’s, except share and per share amounts)

(Unaudited)

The following table summarizes the amounts received and shares of common stock issued to shareholders pursuant to the Company’s dividend reinvestment plan for the six months ended June 30, 2021

Dividend

DRIP

payment

DRIP

Dividend record date

date

issued

value

April 20, 2021

May 14, 2021

1,361

Note 8. Commitments and Contingencies

The Company had an aggregate of $91,509 and $97,810, respectively, of unfunded commitments to provide debt financing to its portfolio companies as of June 30, 2022 and December 31, 2021. Such commitments are generally subject to the satisfaction of certain financial and nonfinancial covenants and certain operational metrics; involve, to varying degrees, elements of credit risk in excess of the amount recognized in the Company’s consolidated statements of assets and liabilities; and are not reflected in the Company’s consolidated statements of assets and liabilities. These amounts may remain outstanding until the commitment period of an applicable loan expires, which may be shorter than its maturity.

A summary of the composition of the unfunded commitments as of June 30, 2022 and December 31, 2021 is shown in the table below:

	As of		As of
	June 30, 2022		December 31, 2021
Allentown, LLC	$	2,142	$	-
American Equipment Holdings LLC		8,241		1,698
Arborworks Acquisition LLC		2,813		3,219
Atria Wealth Solutions, Inc.		3,229		-
BCI Burke Holding Corp.		5,254		4,935
Blade (US) Holdings, Inc.		-		1,121
BLP Buyer, Inc. (Bishop Lifting Products)		1,047		-
Brightview, LLC		4,647		4,647
Centerline Communications, LLC		6,661		2,040
CGI Automated Manufacturing, LLC		2,717		6,522
Corbett Technology Solutions, Inc.		381		1,525
Curio Brands, LLC		1,432		6,018
DRS Holdings III, Inc. (Dr. Scholl's)		310		310
EIS Legacy, LLC		6,538		6,538
Eastern Wholesale Fence		-		666
Foundation Consumer Brands		577		577
Fralock Buyer LLC		749		749
Guardian Dentistry Partners		11,230		15,898
Gusmer Enterprises, Inc.		3,676		4,220
Home Brands Group Holdings, Inc. (ReBath)		2,099		2,099
I.D. Images Acquisition, LLC		869		1,570
Light Wave Dental Management LLC		9,012		-
MacNeill Pride Group		2,499		357
PMFC Holding, LLC		342		684
Regiment Security Partners LLC		3,621		7,200
SGA Dental Partners Holdings, LLC		2,681		12,931
Siegel Egg Co., LLC		1,655		2,102
Speedstar Holding LLC		694		694
Trademark Global LLC		582		1,182
United Safety & Survivability Corporation (USSC)		3,883		4,285
USALCO, LLC		1,335		2,352
Vehicle Accessories, Inc.		593		1,671
Total unfunded commitments	$	91,509	$	97,810

Kayne Anderson BDC, Inc.

Notes to Consolidated Financial Statements

(amounts in 000’s, except share and per share amounts)

(Unaudited)

From time to time, the Company may become a party to certain legal proceedings incidental to the normal course of its business. As of June 30, 2022 and December 31, 2021, management was not aware of any material pending or threatened litigation that would require accounting recognition or financial statement disclosure.

Note 9. Earnings Per Share

In accordance with the provisions of ASC Topic 260, Earnings per Share (“ASC 260”), basic earnings per share is computed by dividing earnings available to common stockholders by the weighted average number of shares outstanding during the period. Other potentially dilutive common shares, and the related impact to earnings, are considered when calculating earnings per share on a diluted basis. As of June 30, 2022 and 2021, there were no dilutive shares.

The following table sets forth the computation of basic and diluted earnings per share of common stock for the three and six months ended June 30, 2022 and 2021:

	For the three months ended				For the six months ended
	June 30, 2022		June 30, 2021		June 30, 2022		June 30, 2021
Net increase (decrease) in net assets resulting from operations	$	7,462	$	3,208	$	13,191	$	6,653
Weighted average shares of common stock outstanding - basic and diluted		23,529,376		8,346,491		22,964,415		7,337,219
Earnings (loss) per share of common stock - basic and diluted	$	0.32	$	0.38	$	0.57	$	0.91

Note 10. Financial Highlights

The following per share of common stock data has been derived from information provided in the unaudited financial statements. The following is a schedule of financial highlights for the six months ended June 30, 2022 and 2021:

	For the six months ended June 30,
Per Common Share Operating Performance ⁽¹⁾	2022 (amounts in thousands, except share and per share amounts)			2021 (amounts in thousands, except share and per share amounts)
Net Asset Value, Beginning of Period⁽²⁾	$	16.22		$	14.86

Results of Operations:
Net Investment Income		0.58			0.35
Net Realized and Unrealized Gain (Loss) on Investments⁽³⁾		0.01			0.70
Net Increase (Decrease) in Net Assets Resulting from Operations		0.59			1.05

Distributions to Common Stockholders
Distributions		(0.26	)		(0.15	)
Net Decrease in Net Assets Resulting from Distributions		(0.26	)		(0.15	)

Net Asset Value, End of Period	$	16.55		$	15.76

Shares Outstanding, End of Period		23,550,054			9,201,129

Ratio/Supplemental Data
Net assets, end of period	$	389,763		$	145,026
Weighted-average shares outstanding		22,964,415			7,337,219
Total Return⁽⁴⁾		3.6	%		6.1	%
Portfolio turnover		6.9	%		6.3	%
Ratio of operating expenses to average net assets⁽⁵⁾		6.4	%		6.8	%
Ratio of net investment income (loss) to average net assets⁽⁵⁾		7.4	%		6.4	%

(1)	The per common share data was derived by using weighted average shares outstanding.

(2)	On February 5, 2021, the initial offering price of $15.00 per share less $0.14 per share of organizational costs.

Kayne Anderson BDC, Inc.

Notes to Consolidated Financial Statements

(amounts in 000’s, except share and per share amounts)

(Unaudited)

(3)	Realized and unrealized gains and losses per share in this caption are balancing amounts necessary to reconcile the change in net asset value per share for the period, and may not reconcile with the aggregate gains and losses in the Consolidated Statement of Operations due to share transactions during the period.

(4)	Total return is calculated as the change in net asset value ("NAV") per share during the period, plus distributions per share (if any), divided by the beginning NAV per share. The calculation also assumes reinvestment of dividends at actual prices pursuant to the Company’s dividend reinvestment plan. Total return is not annualized.

(5)	The ratios reflect an annualized amount, except in the case of non-recurring expenses (e.g. initial organizational expense of $175 for the period February 5, 2021 (commencement of operations) through June 30, 2021).

Note 11. Subsequent Events

The Company’s management has evaluated subsequent events through the date of issuance of the financial statements included herein. There have been no subsequent events that require recognition or disclosure in these financial statements except as described below.

On July 1, 2022, the Company decreased its commitment under the Subscription Credit Facility from $175,000 to $150,000. All other terms of the Subscription Credit Facility remain substantially the same.

On July 19, 2022, the Company increased its Corporate Credit Facility commitment amount from $275,000 to $350,000. All other terms of the Corporate Credit Facility remain substantially the same.

On July 22, 2022, the Company sold 7,666,830 shares of its common stock at a price of $16.30 per share for an aggregate offering amount of $125,000. As of the same date, the Company has subscription agreements with investors for an aggregate capital commitment of $777,652 (including a $7,900 capital commitment that is contingent on the Company meeting certain conditions) to purchase shares of common stock ($284,569 of the commitments are undrawn).

On July 27, 2022, the Company paid a distribution of $0.30 per share to each common stockholder of record as of July 20, 2022. The total distribution was $7,065 and $1,431 was reinvested into the Company through the purchase of 88,081 shares of common stock.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis should be read in conjunction with our financial statements and related notes and other financial information appearing elsewhere in this Quarterly Report on Form 10-Q. Except as otherwise specified, references to “we,” “us,” “our,” or the “Company” refer to Kayne Anderson BDC, Inc.

Overview and Investment Framework

Kayne Anderson BDC, LLC was formed as a Delaware limited liability company to make investments in middle-market companies and commenced operations on February 5, 2021. On this same date, prior to our election to be regulated as a BDC under the 1940 Act, we completed a conversion from a Delaware limited liability company into a Delaware corporation and Kayne Anderson BDC, Inc. succeeded to the business of Kayne Anderson BDC, LLC. We are an externally managed, closed-end, non-diversified management investment company that has elected to be regulated as a BDC under the 1940 Act. In addition, for U.S. federal income tax purposes, we intend to qualify, annually, as a RIC under Subchapter M of the Code.

We are managed by KA Credit Advisors, LLC (the “Advisor”) which is an indirect subsidiary of Kayne Anderson Capital Advisors, L.P. (“KACALP” or “Kayne Anderson”). The Advisor is registered with the Securities and Exchange Commission (“SEC”) as an investment advisor under the Investment Advisory Act of 1940. Subject to the overall supervision of the Company’s board of directors (the “Board”), the Advisor is responsible for originating prospective investments, conducting research and due diligence investigations on potential investments, analyzing investment opportunities, negotiating and structuring investments and monitoring its investments and portfolio companies on an ongoing basis. The Board consists of five directors, three of whom are independent.

Our investment objective is to generate current income and, to a lesser extent, capital appreciation primarily through debt investments in middle-market companies. We define “middle-market companies” as U.S.-based companies that, in general, generate between $10 million and $150 million of annual earnings before interest, taxes, depreciation and amortization, or EBITDA. We refer to companies that generate between $10 million and $50 million of annual EBITDA as “core middle-market companies” and companies that generate between $50 million and $150 million of annual EBITDA as “upper middle-market companies.”

We intend to achieve our investment objective by investing primarily in first lien senior secured, unitranche and split-lien loans (collectively, “secured middle market loans”) to privately held middle-market companies. Similar to first lien senior secured loans, unitranche loans typically have a first lien on all assets of the borrower, but provide leverage at levels similar to a combination of first lien and second lien and/or subordinated loans. Split-lien loans are loans that otherwise satisfy the criteria of a first lien loan but which have been structured with a credit facility that is senior in right of payment with respect to working capital assets of the borrower and a term loan that is collateralized by all other assets of the borrower. Depending on market conditions, we expect that at least 90% of our portfolio (including investments purchased with proceeds from borrowings) will be invested in secured middle market loans. It is anticipated that most of these investments will be in core middle market companies, with the remainder in upper middle market companies. The remaining 10% of our portfolio may be invested in higher-returning investments, including, but not limited to, equity securities purchased in conjunction with secured middle market loans and other opportunistic investments (collectively “Opportunistic Investments”), including junior debt, real estate debt and infrastructure credit investments. We expect that the secured middle market loans we invest in will generally have stated maturities of no more than six years.

We intend to implement our investment objective by (1) accessing the established loan sourcing channels developed by Kayne Anderson’s middle market private credit team, which includes an extensive network of private equity firms, other middle-market lenders, financial advisors and intermediaries, and management teams, (2) selecting investments within our middle-market company focus, (3) implementing Kayne Anderson’s middle market private credit team’s proven underwriting process, and (4) drawing upon the experience and resources of our Advisor’s investment team and the broader Kayne Anderson network.

We believe our Advisor’s disciplined approach to origination, credit analysis, portfolio construction and risk management should allow us to achieve attractive risk-adjusted returns while preserving investor capital. We anticipate the portfolio will be comprised of a broad mix of loans, with diversity among investment size, industry focus and geography. The Advisor’s team of professionals will conduct in-depth due diligence on prospective investments during the underwriting process and will be heavily involved in structuring the credit terms of each investment. Once an investment has been made, our Advisor will closely monitor portfolio investments and take a proactive approach identifying and addressing sector or company specific risks. The Advisor maintains a regular dialogue with portfolio company management teams (as well as their financial sponsors, where applicable), reviews detailed operating and financial results on a regular basis (typically monthly or quarterly) and monitors current and projected liquidity needs, in addition to other portfolio management activities.

Recent Developments

On July 1, 2022, we decreased our commitment under our Subscription Credit Facility from $175 million to $150 million, and on July 19, 2022, we increased our commitment under our Corporate Credit Facility from $275 million to $350 million.

On July 22, 2022, we sold 7.7 million shares of common stock at a price of $16.30 per share for an aggregate offering amount of $125.0 million. As of the same date, we have subscription agreements with investors for an aggregate capital commitment of $777.7 million (including a $7.9 million capital commitment that is contingent on us meeting certain conditions) to purchase shares of common stock ($284.6 million of the commitments are undrawn).

On July 27, 2022, we paid a distribution of $0.30 per share to each common stockholder of record as of July 20, 2022. The total distribution was $7.1 million and $1.4 million was reinvested into the Company through the purchase of 88,081 shares of common stock.

Portfolio and Investment Activity

As of June 30, 2022, we had 128 debt investments and 5 equity investments in 52 portfolio companies with an aggregate fair value of approximately $718.0 million and an amortized cost of $706.3 million consisting of first lien senior secured debt ($716.6 million fair value) and equity ($1.4 million fair value) investments.

As of June 30, 2022, our weighted average total yield to maturity of debt and income producing securities at fair value was 8.4%, and our weighted average total yield to maturity of debt and income producing securities at amortized cost was 8.5%.

Our investment activity for the three months ended June 30, 2022 and 2021 is presented below (information presented herein is at par value unless otherwise indicated).

	For the three months ended June 30,
	2022 ($ in millions)			2021 ($ in millions)
New investments:
Gross new investment commitments	$	118.3		$	86.8
Less: investment commitments sold down, exited or repaid ⁽¹⁾		(6.9	)		(5.1	)
Net investment commitments		111.4			81.7

Principal amount of investments funded:
Private credit investments	$	116.9		$	56.2
Liquid credit investments		-			12.2
Preferred equity investments ⁽²⁾		-			-
Common equity investments ⁽²⁾		0.3			-
Total principal amount of investments funded		117.2			68.4

Principal amount of investments sold:
Private credit investments		(15.3	)		(3.3	)
Liquid credit investments		-			(1.8	)
Total principal amount of investments sold or repaid		(15.3	)		(5.1	)

Number of new investment commitments		25			47
Average new investment commitment amount	$	4.7		$	1.8

Weighted average maturity for new investment commitments ⁽³⁾		2.4 years			4.8 years
Percentage of new debt investment commitments at floating rates		100.0	%		98.0	%
Percentage of new debt investment commitments at fixed rates		0.0	%		2.0	%
Weighted average interest rate of new investment commitments		7.7	%		6.6	%
Weighted average spread over benchmark rate of new floating rate investment commitments		6.1	%		5.6	%
Weighted average interest rate on investment sold or paid down		7.7	%		6.1	%

(1)	Does not include repayments on revolving loans, which may be redrawn.

(2)	As of June 30, 2022, preferred equity investments and common equity investments were reported in aggregate as equity investments.

(3)	For undrawn delayed draw term loans, the maturity date used is that of the associated term loan.

Beginning with the three months ended March 31, 2022, we use Global Industry Classification Standards (GICS), Level 3 – Industry, for classifying the industry groupings of its portfolio companies. As of December 31, 2021, we used GICS, Level 2 – Industry Group.

The tables below describe long-term investments by industry composition based on fair value as of June 30, 2022 and December 31, 2021:

	June 30, 2022

Commercial services & supplies		17.9	%
Trading companies & distributors		12.2	%
Health care providers & services		12.1	%
Food products		7.2	%
Building products		5.6	%
Chemicals		4.7	%
Diversified telecommunication services		4.4	%
Software		4.0	%
Leisure products		3.9	%
Auto components		3.9	%
Professional services		3.4	%
Wireless telecommunication services		3.3	%
Household durables		3.2	%
Personal products		3.0	%
Household products		2.8	%
Textiles, apparel & luxury goods		2.1	%
Aerospace & defense		1.5	%
Specialty retail		1.2	%
Pharmaceuticals		1.1	%
Containers & packaging		1.0	%
Asset management & custody banks		0.7	%
Electronic equipment, instruments & components		0.4	%
Machinery		0.3	%
IT services		0.1	%
Total		100.0	%

	December 31, 2021

Commercial & professional services		19.6	%
Capital goods		19.5	%
Consumer durables & apparel		15.8	%
Telecommunication services		8.8	%
Health care equipment & services		8.5	%
Household & personal products		7.4	%
Materials		7.0	%
Automobiles & components		4.1	%
Food & beverage		2.9	%
Software & services		2.4	%
Retailing		1.6	%
Pharmaceuticals, biotech & life sciences		1.5	%
Diversified financials		0.9	%
Total		100.0	%

Results of Operations

For the three and six months ended June 30, 2022 and 2021, our total investment income was derived from our portfolio of investments. All debt investments were income producing, and there were no loans on non-accrual status as of June 30, 2022 or 2021.

The following table represents the operating results for the three and six months ended June 30, 2022 and 2021:

	For the three months ended June 30,						For the six months ended June 30,
	2022			2021			2022			2021
	($ in millions)			($ in millions)			($ in millions)			($ in millions)
Total investment income	$	13.0		$	3.8		$	24.9		$	5.6
Less: Net expenses		(5.9	)		(1.8	)		(11.5	)		(3.0	)
Net investment income		7.1			2.0			13.4			2.6
Net realized gains (losses) on investments		-			0.0			0.0			0.0
Net change in unrealized gains (losses) on investments		0.3			1.2			(0.2	)		4.0
Net increase (decrease) in net assets resulting from operations	$	7.4		$	3.2		$	13.2		$	6.6

Investment Income

Investment income for the three and six months ended June 30, 2022 totaled $13.0 million and $24.9 million respectively, and consisted primarily of interest income on our debt investments. Investment income for the three and six months ended June 30, 2021 totaled $3.8 million and $5.6 million, respectively, and consisted primarily of interest income on our debt investments.

Expenses

Operating expenses for the three and six months ended June 30, 2022 and 2021 were as follows:

	For the three months ended June 30,				For the six months ended June 30,
	2022		2021		2022		2021
	($ in millions)		($ in millions)		($ in millions)		($ in millions)
Interest and debt financing expenses	$	3.0	$	0.9	$	5.8	$	1.4
Management fees		1.5		0.4		2.8		0.6
Incentive fees		0.8		-		1.7		-
Directors fees		0.1		0.1		0.2		0.1
Initial organization		-		-		-		0.2
Deferred offering costs		-		0.1		-		0.1
Other operating expenses		0.5		0.3		1.0		0.6
Total expenses	$	5.9	$	1.8	$	11.5	$	3.0

Total expenses for the three and six months ended June 30, 2022 included zero and $0.03 million of deferred offering costs. Total expenses for the three and six months ended June 30, 2021 included zero and $0.2 million of initial organization expenses and $0.07 million and $0.1 million of deferred offering costs, respectively.

Net Unrealized Gains (Losses) on Investments

We fair value our portfolio investments quarterly and any changes in fair value are recorded as unrealized gains or losses. During the three and six months ended June 30, 2022 and 2021, net unrealized gains (losses) on our investment portfolio were comprised of the following:

	For the three months ended June 30,						For the six months ended June 30,
	2022			2021			2022			2021
	($ in millions)			($ in millions)			($ in millions)			($ in millions)
Unrealized gains on investments	$	2.0		$	1.5		$	2.8		$	4.0
Unrealized (losses) on investments		(1.7	)		(0.3	)		(3.0	)		-
Net change in unrealized gains (losses) on investments	$	0.3		$	1.2		$	(0.2	)	$	4.0

The change in unrealized appreciation for the three months ended June 30, 2022 and 2021 totaled $2.0 million and $1.5 million, which primarily related to our investments in the following tables:

	For the three months ended
	June 30, 2022
	($ in millions)
Portfolio Company
IF&P Foods, LLC (FreshEdge)		0.6
Peak Technologies		0.3
Light Wave Dental Management LLC		0.3
Siegel Parent, LLC		0.1
Gusmer Enterprises, Inc.		0.1
Allentown, LLC		0.1
American Equipment Holdings LLC		0.1
Regiment Security Partners LLC		0.1
Advanced Environmental Monitoring		0.1
Process Insights, Inc.		0.1
Other portfolio companies		0.1
Total Unrealized Appreciation	$	2.0

	For the three months ended
	June 30, 2021
	($ in millions)
Portfolio Company
Gusmer Enterprises, Inc.	$	0.2
MacNeill Pride Group		0.2
Broder Bros., Co.		0.2
DRS Holdings III, Inc. (Dr. Scholl's)		0.1
Refrigeration Sales Corp.		0.1
Fralock Buyer LLC		0.1
Pretzels, LLC		0.1
Network Connex (f/k/a NTI Connect, LLC)		0.1
Eastern Wholesale Fence		0.1
Other portfolio companies		0.3
Total Unrealized Appreciation	$	1.5

The change in unrealized depreciation for the three months ended June 30, 2022 totaled $1.7 million and related to our investments in the following table. The change in unrealized depreciation for the three months ended June 30, 2021 totaled $0.3 million, which was primarily attributable to accretion of discounts on investments.

	For the three months ended
	June 30, 2022
	($ in millions)
Portfolio Company
Arborworks Acquisition LLC		(0.3	)
Trademark Global LLC		(0.2	)
United Safety & Survivability Corporation (USSC)		(0.2	)
PH Beauty Holdings III, Inc.		(0.1	)
The Kleinfelder Group, Inc.		(0.1	)
Other portfolio companies		(0.8	)
Total Unrealized Depreciation	$	(1.7	)

The change in unrealized appreciation for the six months ended June 30, 2022 and 2021 totaled $2.8 and $4.0 million, which primarily related to our investments in the following tables:

	For the six months ended
	June 30, 2022
	($ in millions)
Portfolio Company
IF&P Foods, LLC (FreshEdge)	$	0.6
BLP Buyer, Inc. (Bishop Lifting Products)		0.3
Peak Technologies		0.3
Light Wave Dental Management LLC		0.3
CGI Automated Manufacturing, LLC		0.3
Siegel Parent, LLC		0.1
OMH-HealthEdge Holdings, LLC		0.1
Gusmer Enterprises, Inc.		0.1
American Equipment Holdings LLC		0.1
Allentown, LLC		0.1
Other portfolio companies		0.5
Total Unrealized Appreciation	$	2.8

	For the six months ended
	June 30, 2021
	($ in millions)
Portfolio Company
Broder Bros., Co.	$	0.4
Sundance Holdings Group, LLC		0.3
OMH-HealthEdge Holdings, LLC		0.3
Fralock Buyer LLC		0.2
New Era Cap Company, Inc.		0.2
Advanced Environmental Monitoring		0.2
Gusmer Enterprises, Inc.		0.2
YS Garments, LLC		0.2
WhiteBridge Pet Brands, LLC		0.2
Meridian Adhesives Group, Inc.		0.2
Other portfolio companies		1.6
Total Unrealized Appreciation	$	4.0

The change in unrealized depreciation for the six months ended June 30, 2022 totaled $3.0 million, which primarily related to our investments in the following table. There was no change in unrealized depreciation for the six months ended June 30, 2021.

	For the six months ended
	June 30, 2022
	($ in millions)
Portfolio Company
Arborworks Acquisition LLC	$	(0.8	)
Trademark Global LLC		(0.5	)
United Safety & Survivability Corporation (USSC)		(0.2	)
PH Beauty Holdings III, Inc.		(0.2	)
Fralock Buyer LLC		(0.1	)
The Kleinfelder Group, Inc.		(0.1	)
Other portfolio companies(1)		(1.1	)
Total Unrealized Depreciation	$	(3.0	)

(1)

Primarily attributable to accretion of discounts on investments.

Financial Condition, Liquidity and Capital Resources

Our liquidity and capital resources are generated primarily from the net proceeds of any offering of our Shares, proceeds from borrowing on our credit facilities and from cash flows from interest and fees earned from our investments and principal repayments and proceeds from sales of our investments. Our primary use of cash will be investments in portfolio companies, payments of our expenses, repayments of borrowed amounts and payment of cash distributions to our stockholders.

In accordance with the 1940 Act, we are required to meet a coverage ratio of total assets (less total liabilities other than indebtedness) to total borrowings and other senior securities (and any preferred stock that we may issue in the future) of at least 150%. If this ratio declines below 150%, we cannot incur additional leverage and could be required to sell a portion of our investments to repay some leverage when it is disadvantageous to do so. As of June 30, 2022 and December 31, 2021, our asset coverage ratios were 214% and 217%. We currently intend to target asset coverage of 200% to 180% (which equates to a debt-to-equity ratio of 1.0x to 1.25x) but may alter this target based on market conditions.

Over the next twelve months, we expect that cash and cash equivalents, taken together with our undrawn capital commitments and available capacity under our credit facilities, will be sufficient to conduct anticipated investment activities. Beyond twelve months, we expect that our cash and liquidity needs will continue to be met by cash generated from our ongoing operations as well as financing activities.

As of June 30, 2022, we had $342.0 million borrowed under our credit facilities and cash and cash equivalents of $11.8 million (including short-term investments). As of August 11, 2022, we had $394 million borrowed under our credit facilities and cash and cash equivalents of $3.9 million (including short-term investments).

Capital Contributions

During the six months ended June 30, 2022 and 2021, we issued and sold 4,191,292 and 9,199,767 shares of our common stock, respectively, related to capital called at an aggregate purchase price of $68.6 million and $140 million, respectively. As of August 11, 2022, we had aggregate capital commitments of $777.7 million (including a $7.9 million capital commitment that is contingent on us meeting certain conditions) and undrawn capital commitments from investors of $284.6 million ($493.1 million or 64.1% funded, exclusive of the contingent commitment of $7.9 million).

Credit Facilities

From February 5, 2021 to February 17, 2022, Kayne Anderson BDC Financing, LLC, (“KABDCF”), our wholly owned, special purpose financing subsidiary, had a senior secured credit facility (the “Loan and Security Agreement” or “LSA”) with a maximum commitment amount of up to $200 million. On February 18, 2022, we and KABDCF refinanced the LSA with two new credit facilities described below (the Corporate Credit Facility and the Revolving Funding Facility).

Corporate Credit Facility: We are party to a senior secured revolving credit facility (the “Corporate Credit Facility”), that has a total commitment of $350 million. The facility’s commitment termination date and the final maturity date are February 18, 2026 and February 18, 2027, respectively. The Corporate Credit Facility also provides for a feature that allows us, under certain circumstances, to increase the overall size of the Corporate Credit Facility to a maximum of $550 million. The interest rate on the Corporate Credit Facility is equal to Term SOFR (a forward-looking rate based on SOFR futures) plus an applicable spread of 2.35% per annum (which includes a SOFR adjustment spread of 0.10%) or an “alternate base rate” (as defined in the agreements governing the Corporate Credit Facility) plus an applicable spread of 1.25%. We are also required to pay a commitment fee of 0.375% per annum on any unused portion of the Corporate Credit Facility.

Revolving Funding Facility: We and our wholly owned, special purpose financing subsidiary, KABDCF, are party to a senior secured revolving funding facility (the “Revolving Funding Facility”), that has a total commitment of $250 million. The Revolving Funding Facility is secured by all of the assets held by, and the membership interest in, KABDCF. The end of the reinvestment period and the stated maturity date for the Revolving Funding Facility are February 18, 2025 and February 18, 2027, respectively. The interest rate on the Revolving Funding Facility is equal to daily SOFR plus 2.35% per annum. KABDCF is also required to pay a commitment fee of between 0.50% and 1.50% per annum depending on the size of the unused portion of the Revolving Funding Facility.

Subscription Credit Agreement: We are party to a senior secured revolving credit agreement that includes a capital call facility (the “Subscription Credit Agreement”). The Subscription Credit Agreement permits us to borrow up to $150 million, subject to availability under the borrowing base which is calculated based on the unused capital commitments of the investors meeting various eligibility requirements. The Subscription Credit Agreement has a maximum commitment of $150 million and the interest rate under the facility is equal to Term SOFR plus 1.975% (subject to a 0.275% floor). We are also required to pay a commitment fee of 0.25% per annum on the unused portion of the Subscription Credit Agreement. The Subscription Credit Agreement will expire on December 31, 2022.

Contractual Obligations

A summary of our significant contractual principal payment obligations related to the repayment of our outstanding indebtedness at June 30, 2022 is as follows:

	Payments Due by Period ($ in millions)
	Total		Less than 1 year		1-3 years		3-5 years		After 5 years
Corporate Credit Facility	$	78.0	$	-	$	-	$	78.0	$	-
Revolving Funding Facility		150.0		-		-		150.0		-
Subscription Credit Agreement		114.0		114.0		-		-		-
Total contractual obligations	$	342.0	$	114.0	$	-	$	228.0	$	-

Off-Balance Sheet Arrangements

As of June 30, 2022 and December 31, 2021, we had an aggregate $91.5 million and $97.8 million, respectively, of unfunded commitments to provide debt financing to our portfolio companies. Such commitments are generally subject to the satisfaction of certain financial and nonfinancial covenants and involve, to varying degrees, elements of credit risk in excess of the amount recognized in our financial statements. Other than contractual commitments and other legal contingencies incurred in the normal course of our business, we do not have any other off-balance sheet financings or liabilities.

Critical Accounting Estimates

The preparation of our consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses. Changes in the economic environment, financial markets, and any other parameters used in determining such estimates could cause actual results to differ. Our critical accounting policies, including those relating to the valuation of our investment portfolio, are described below. The critical accounting policies should be read in conjunction with our risk factors in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and in this Quarterly Report. See Note 2 to our consolidated financial statements for the six months ended June 30, 2022, for more information on our critical accounting policies.

Investment Valuation

Traded Investments (Level 1 or Level 2)

Investments for which market quotations are readily available will typically be valued at those market quotations. Traded investments such as corporate bonds, preferred stock, bank notes, loans or loan participations are valued by using the bid price provided by an independent pricing service, by an independent broker, the agent bank, syndicate bank or principal market maker. When price quotes for investments are not available, or such prices are stale or do not represent fair value in the judgment of our Advisor, fair market value will be determined using our valuation process for investments that are privately issued or otherwise restricted as to resale.

We may also invest, to a lesser extent, in equity securities purchased in conjunction with debt investments. While we anticipate these equity securities to be issued by privately held companies, we may hold equity securities that are publicly traded. Equity securities listed on any exchange other than the NASDAQ Stock Market, Inc. (“NASDAQ”) are valued, except as indicated below, at the last sale price on the business day as of which such value is being determined. If there has been no sale on such day, the securities are valued at the mean of the most recent bid and ask prices on such day. Securities admitted to trade on the NASDAQ are valued at the NASDAQ official closing price. Equity securities traded on more than one securities exchange are valued at the last sale price on the business day as of which such value is being determined at the close of the exchange representing the principal market for such securities. Equity securities traded in the over-the-counter market, but excluding securities admitted to trading on the NASDAQ, are valued at the closing bid prices.

Non-Traded Investments (Level 3)

Investments that are privately issued or otherwise restricted as to resale, as well as any security for which (a) reliable market quotations are not available in the judgment of our Advisor, or (b) the independent pricing service or independent broker does not provide prices or provides a price that in the judgment of our Advisor is stale or does not represent fair value, shall each be valued in a manner that most fairly reflects fair value of the security on the valuation date. We expect that a significant majority of our investments will be Level 3 investments. Unless otherwise determined by the Board, the following valuation process is used for our Level 3 investments:

●

Investment Team Valuation Documentation. Preliminary valuation conclusions will be determined by our executive officers. Such valuation and supporting documentation is submitted to the Audit Committee (a committee of our Board) and our Board on a quarterly basis.

●

Audit Committee. The Audit Committee meets to consider the valuations submitted by our executive officers at the end of each quarter. Between meetings of the Audit Committee, our executive officers are authorized to make valuation determinations. All valuation determinations of the Audit Committee are subject to ratification by our Board at its next regular meeting.

●

Valuation Firm. Quarterly, third-party valuation firms engaged by our Board review the valuation methodologies and calculations employed for each of our investments that we have placed on the “watch list” and approximately 25% of our remaining investments. These third-party valuation firms will review all of the Level 3 investments at least once per year, on a rolling twelve-month basis. We expect the quarterly report issued by these third-party valuation firms will assist the Board in determining the fair values of the investments reviewed.

●

Board Determination. Our Board meets quarterly to consider the valuations provided by our executive officers and the Audit Committee and ratify valuations for the applicable investments. Our Board considers the report provided by the third-party valuation firms in reviewing and determining in good faith the fair value of the applicable portfolio investments.

The Board of Directors is ultimately responsible for the determination, in good faith, of the fair value of our portfolio investments.

Refer to Note 5 – Fair Value – for more information on the Company’s valuation process.

Revenue Recognition

We record interest income on an accrual basis to the extent that we expect to collect such amounts. For loans and debt securities with contractual PIK interest, which represents contractual interest accrued and added to the principal balance, we generally will not accrue PIK interest for accounting purposes if the portfolio company valuation indicates that such PIK interest is not collectible. We do not accrue as a receivable interest on loans and debt securities for accounting purposes if we have reason to doubt our ability to collect such interest. OIDs, market discounts or premiums are accreted or amortized using the effective interest method as interest income. We record prepayment premiums on loans and debt securities as interest income.

Related Party Transactions

Investment Advisory Agreement. On February 5, 2021, we entered into the Investment Advisory Agreement with our Advisor. Our Advisor will agree to serve as our investment advisor in accordance with the terms of our Investment Advisory Agreement. Payments under our Investment Advisory Agreement in each reporting period will consist of the base management fee equal to a percentage of the fair market value of investments, including, in each case, assets purchased with borrowed funds or other forms of leverage, but excluding cash, U.S. government securities and commercial paper instruments maturing within one year of purchase as well as an incentive fee based on our performance.

For services rendered under the Investment Advisory Agreement, we will pay a base management fee quarterly in arrears to our Advisor based on the of the fair market value of our investments including, in each case, assets purchased with borrowed funds or other forms of leverage, but excluding cash, U.S. government securities and commercial paper instruments maturing within one year of purchase. We will also pay an incentive fee on income and an incentive fee on capital gains to our Advisor.

Prior to an Exchange Listing, any incentive fees earned by the Advisor shall accrue as earned but only become payable in cash to the Advisor upon consummation of an Exchange Listing. To the extent the Company does not complete an Exchange Listing, the incentive fees will be payable to the Advisor (a) upon consummation of a sale of the Company or (b) once substantially all proceeds from a Company Liquidation payable to the Company’s common stockholders have been distributed to such stockholders.

Administration Agreement. On February 5, 2021, we entered into an Administration Agreement with our Advisor, which serves as our Administrator pursuant to which the Administrator will furnish us with administrative services necessary to conduct our day-to-day operations. The Administrator will be reimbursed for administrative expenses it incurs on our behalf in performing its obligations. Such reimbursement may be made for our allocable portion (subject to the review and approval of our independent directors) of office facilities, overhead, and compensation paid to or compensatory distributions received by our officers (including our Chief Compliance Officer and Chief Financial Officer) and their respective staff who provide services to us. As we reimburse the Administrator for its expenses, we will indirectly bear such cost. The Administrator engaged U.S. Bank Global Fund Services under a sub-administration agreement to assist the Administrator in performing certain of its administrative duties. The Administrator may enter into additional sub-administration agreements with third-parties to perform other administrative and professional services on behalf of the Administrator.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We are subject to financial market risks, including changes in interest rates. Interest rate sensitivity refers to the change in our earnings that may result from changes in the level of interest rates. Because we fund a portion of our investments with borrowings, our net investment income will be affected by the difference between the rate at which we invest and the rate at which we borrow. As a result, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income.

Assuming that the consolidated statement of assets and liabilities as of June 30, 2022 were to remain constant and that we took no actions to alter our existing interest rate sensitivity, the following table shows the annualized impact ($ in millions) of hypothetical base rate changes in interest rate (considering interest rate floors for floating rate instruments).

Change in Interest Rates	Increase (Decrease) in Interest Income			Increase (Decrease) in Interest Expense			Net Increase (Decrease) in Net Investment Income
Down 25 basis points	$	(1.8	)	$	(0.9	)	$	(0.9	)
Up 75 basis points	$	5.4		$	2.6		$	2.8
Up 100 basis points	$	7.2		$	3.4		$	3.8
Up 200 basis points	$	14.4		$	6.8		$	7.6
Up 300 basis points	$	21.5		$	10.3		$	11.2

The data in the table is based on the Company’s current statement of assets and liabilities.

We may hedge against interest rate fluctuations by using standard hedging instruments such as futures, options and forward contracts subject to the requirements of the 1940 Act. While hedging activities may insulate us against adverse changes in interest rates, they may also limit our ability to participate in benefits of lower interest rates with respect to our portfolio of investments with fixed interest rates.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

As of June 30, 2022 (the end of the period covered by this report), we, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) of the Exchange Act). Based on that evaluation, our management, including the Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were effective and provided reasonable assurance that information required to be disclosed in our periodic United States Securities and Exchange Commission filings is recorded, processed, summarized and reported within the time periods specified in the United States Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. However, in evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of such possible controls and procedures.

Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

Neither we nor our Advisor is currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us, or against our Advisor.

From time to time, we, or our Advisor, may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights under contracts with our portfolio companies. While the outcome of these legal proceedings cannot be predicted with certainty, we do not expect that these proceedings will have a material effect upon our financial condition or results of operations.

From time to time we are involved in various legal proceedings, lawsuits and claims incidental to the conduct of our business. Our businesses are also subject to extensive regulation, which may result in regulatory proceedings against us.

Item 1A. Risk Factors.

In addition to the other information set forth in this report, you should carefully consider the risk factors described below and in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, including risk factors related to the ongoing COVID-19 pandemic, which could materially affect our business, financial condition and/or operating results. The risks described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affect our business, financial condition and/or operating results.

Global economic, political and market conditions, including uncertainty about the financial stability of the United States, could have a significant adverse effect on our business, financial condition and results of operations.

The current worldwide financial markets situation, as well as various social and political tensions in the United States and around the world (including wars and other forms of conflict, terrorist acts, security operations and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes and global health epidemics), may contribute to increased market volatility, may have long term effects on the United States and worldwide financial markets, and may cause economic uncertainties or deterioration in the United States and worldwide.

For example, the COVID-19 pandemic continues to adversely impact global commercial activity and has contributed to significant volatility in financial markets.

In addition, the continuing conflict between Russia and Ukraine, and resulting market volatility, could adversely affect our business, financial condition or results of operations. In response to the conflict between Russia and Ukraine, the U.S. and other countries have imposed sanctions or other restrictive actions against Russia. The ongoing conflict and the rapidly evolving measures in response could be expected to have a negative impact on the economy and business activity globally and could have a material adverse effect on our portfolio companies and our business, financial condition, cash flows and results of operations. The severity and duration of the conflict and its impact on global economic and market conditions are impossible to predict. In addition, sanctions could also result in Russia taking counter measures or retaliatory actions which could adversely impact our business or the business of our portfolio companies, including, but not limited to, cyberattacks targeting private companies, individuals or other infrastructure upon which our business and the business of our portfolio companies rely.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

As set forth in the table below (dollars in thousands, except per share and share amounts), during the six months ended June 30, 2022, we issued and sold 4,191,292 shares of common stock at an aggregate offering amount of approximately $68.6 million. The issuance of the shares of common stock was exempt from the registration requirements of the Securities Act, pursuant to Section 4(a)(2) and Rule 506(b) of Regulation D thereof and previously reported by us on our current reports on Form 8-K. The Company relied, in part, upon representations from the investors in the subscription agreements that each investor was an accredited investor as defined in Regulation D under the Securities Act. We did not engage in general solicitation or advertising, and did not offer securities to the public, in connection with such issuances and sales.

Common stock issue date		Offering price per share				Common stock shares issued				Aggregate offering amount
January 24, 2022		$	16.36				4,191,292			$	68,582

Item 3. Default Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.

The exhibits required by this item are set forth in the Exhibit Index attached hereto and are filed or incorporated as part of this Report.

Exhibit Index

3.1		Certificate of Formation (3)
3.2		Initial Limited Liability Company Agreement (1)
3.3		Certificate of Conversion (2)
3.4		Certificate of Incorporation (2)
3.5*		Amended and Restated Bylaws
4.1		Description of Securities (3)
10.1		Investment Advisory Agreement (1)
10.2		Administration Agreement (1)
10.3		License Agreement (1)
10.4		Indemnification Agreement (1)
10.5		Custody Agreement (1)
10.6		Subscription Agreement (1)
10.7		Loan and Security Agreement, dated as of February 5, 2021, by and between KA Credit Advisors, LLC, as collateral manager, Kayne Anderson BDC Financing, LLC, as borrower, certain lenders thereto, administrative agent for the lenders, and collateral agent for the lenders (2)
10.8		Credit Agreement, dated February 5, 2021, by and between Kayne Anderson BDC, Inc., as borrower, lenders signatories thereto, and agent and the lead arranger (2)
10.9*		Second Amendment to Credit Agreement, dated December 3, 2021, by and between Kayne Anderson BDC, Inc., as borrower, lender signatories thereto, and agent and lead arranger
10.10		Senior Secured Revolving Credit Agreement (4)
10.11		Loan and Security Agreement (4)
21.1		Subsidiaries of Kayne Anderson BDC, Inc. (3)
31.1*		Certification of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.1		Code of Ethics (1)

(1)	Incorporated by reference from the Company’s Amendment No. 2 to Form 10, as filed with the Securities and Exchange Commission on November 9, 2020.

(2)	Incorporated by reference from the Company’s Form 8-K, as filed with the Securities and Exchange Commission on February 9, 2021.

(3)	Incorporated by reference from the Company’s Form 10-K, as filed with the Securities and Exchange Commission on February 26, 2021.

(4)	Incorporated by reference from the Company’s Form 8-K, as filed with the Securities and Exchange Commission on February 25, 2022.

*	Filed 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.

	Kayne Anderson BDC, Inc.
Date: August 15, 2022
		/s/ James C. Baker, Jr.
	Name:	James C. Baker, Jr.
	Title:	Chief Executive Officer
		(Principal Executive Officer)
Date: August 15, 2022
		/s/ Terry A. Hart
	Name:	Terry A. Hart
	Title:	Chief Financial Officer and Treasurer
		(Principal Financial and Accounting Officer)

Exhibit 3.5

KAYNE ANDERSON BDC, INC.

AMENDED AND RESTATED BYLAWS

ARTICLE I

OFFICES

1.1. Registered Office. The registered office of Kayne Anderson BDC, Inc. (the “Corporation”) in the State of Delaware shall be as set forth in the Certificate of Incorporation (as defined below).

1.2. Other Offices. The Corporation may also have offices at such other places both within and without the State of Delaware as the board of directors of the Corporation (the “Board of Directors”) may from time to time determine or the business of the Corporation may require.

ARTICLE II.

MEETINGS OF STOCKHOLDERS

2.1. Place of Meetings. All meetings of the stockholders shall be held at such time and place, if any, either within or without the State of Delaware, as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting or in a duly executed waiver of notice thereof.

2.2. Annual Meetings. The annual meeting of stockholders shall be held on such date and at such time as may be fixed by the Board of Directors and stated in the notice of the meeting, for the purpose of electing Directors and for the transaction of only such other business as is properly brought before the meeting in accordance with these bylaws (the “Bylaws”).

To be properly brought before the annual meeting, business must be either (i) brought before the annual meeting by or at the direction of the Board of Directors, (ii) set forth in the Corporation’s notice of meeting or (iii) otherwise properly brought before the annual meeting by a stockholder who is entitled to vote at the meeting and who has complied with the advance notice procedures of these Bylaws. In addition to any other applicable requirements, for business to be properly brought before an annual meeting by a stockholder, the stockholder must have given timely notice thereof in writing to the secretary of the Corporation. To be timely, the stockholder’s notice must be delivered by a nationally recognized courier service or mailed by first class United States mail, postage or delivery charges prepaid, and received at the principal executive offices of the Corporation addressed to the attention of the secretary of the Corporation not earlier than ninety (90) days nor more than one hundred twenty (120) days in advance of the anniversary of the previous year’s annual meeting of stockholders; provided, however, that in the event that no annual meeting was held in the previous year or the date of the annual meeting has been changed by more than thirty (30) days from the date contemplated at the time of the previous year’s proxy statement, notice by the stockholder must be received by the secretary of the Corporation not later than the close of business on the later of (x) the ninetieth (90th) day prior to such annual meeting and (y) the seventh (7th) day following the day on which public announcement of the date of such meeting is first made. A stockholder’s notice to the secretary shall set forth (i) as to each matter the stockholder proposes to bring before the annual meeting (a) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting and (b) any material interest of the stockholder in such business, and (ii) as to the stockholder giving the notice (a) the name and record address of the stockholder and (b) the class, series and number of shares of capital stock of the Corporation which are beneficially owned by the stockholder. Notwithstanding anything in these Bylaws to the contrary, no business shall be conducted at the annual meeting except in accordance with the procedures set forth in this Section 2.2. The officer of the Corporation presiding at an annual meeting shall, if the facts warrant, determine and declare to the annual meeting that business was not properly brought before the annual meeting in accordance with the provisions of this Section 2.2, and, if such officer should so determine, such officer shall so declare to the annual meeting and any such business not properly brought before the meeting shall not be transacted.

2.3. Special Meetings - In General. Special meetings of the stockholders may only be called in the manner provided in the certificate of incorporation of the Corporation, as amended and/or restated from time to time (the “Certificate of Incorporation”) by the secretary only at the request of the Chairman of the Board of Directors, the Chief Executive Officer or by a resolution duly adopted by the affirmative vote of a majority of the Board of Directors. Such request shall state the purpose or purposes of the proposed meeting. Business transacted at any special meeting shall be limited to matters relating to the purpose or purposes stated in the notice of meeting.

Unless otherwise provided by law, written notice of a special meeting of stockholders, stating the time, place and purpose or purposes thereof, shall be given to each stockholder entitled to vote at such meeting, not less than ten (10) or more than sixty (60) days before the date fixed for the meeting. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice. In fixing a date for any special meeting, the Chairman of the Board of Directors, the chief executive officer or the Board of Directors may consider such factors as he or she deems relevant, including the nature of the matters to be considered, the facts and circumstances surrounding any request for the meeting and any plan of the Board of Directors to call an annual meeting or a special meeting.

Nominations of persons for election to the Board of Directors at a special meeting may be made only (1) by or at the direction of the Board of Directors or (2) provided that the Board of Directors has determined that Directors will be elected at the meeting, by a stockholder who is entitled to vote at the meeting and who has complied with the advance notice provisions of Section 3.4 below.

2.4. Notice of Meetings. Whenever stockholders are required or permitted to take any action at a meeting, a notice of meeting shall be given and shall state the place, if any, date and hour of the meeting, the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, the record date for stockholder entitled to vote at the meeting (if such date is different from the record date for stockholders entitled to notice of the meeting) and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by law, the Certificate of Incorporation or these Bylaws, the notice of the meeting shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at the meeting as of the record date for determining the stockholders entitled to notice of the meeting.

2.5. Quorum and Adjournments. The holders of at least one-third of the capital stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the Certificate of Incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the holders of a majority of the votes entitled to be cast by the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. Additionally, any meeting of stockholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At an adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. If the adjournment is for more than thirty (30) days, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. If after the adjournment a new record date for determination of stockholders entitled to vote is fixed for the adjourned meeting, the Board of Directors shall fix as the record date for determining stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote at the adjourned meeting, and shall give notice of the adjourned meeting to each stockholder of record as of the record date so fixed for notice of such adjourned meeting.

The stockholders present, either in person or by proxy, at a meeting which has been duly called and at which a quorum has been established, may continue to transact business until adjournment, notwithstanding the withdrawal from the meeting of enough stockholders to leave fewer than required to establish a quorum.

2.6. Organization. The Chairman of the Board of Directors shall act as chairman of meetings of the stockholders. The Board of Directors may designate any other officer or Director of the Corporation to act as chairman of any meeting in the absence of the Chairman of the Board of Directors, and the Board of Directors may further provide for determining who shall act as chairman of any stockholders meeting in the absence of the Chairman of the Board of Directors and such designee. The chairman of the meeting may prescribe such rules, regulations and procedures and take such action as, in the discretion of the chairman and without any action by the stockholders, are appropriate for the proper conduct of the meeting, including, without limitation, (a) restricting admission to the time set for the commencement of the meeting; (b) limiting attendance or participation at the meeting to stockholders of record of the Corporation, their duly authorized proxies and other such individuals as the chairman of the meeting may determine; (c) limiting the time allotted to questions or comments; (d) determining when and for how long the polls should be open and when the polls should be closed and when the announcement of the results should be made; (e) maintaining order and security at the meeting; (f) removing any stockholder or any other individual who refuses to comply with meeting procedures, rules or guidelines as set forth by the chairman of the meeting; (g) concluding a meeting or recessing or adjourning the meeting to a later date and time and at a place announced at the meeting; and (h) complying with any state and local laws and regulations concerning safety and security.

The secretary of the Corporation shall act as secretary of all meetings of the stockholders, but, in the absence of the Secretary, the presiding officer may appoint any other person to act as secretary of any meeting.

2.7. Voting. A nominee for director shall be elected as a director only if such nominee receives the affirmative vote of a majority of the votes cast (with “abstentions” and “broker nonvotes” not counted as votes cast either “for” or “against” that director’s election) by stockholders present in person or by proxy at a meeting of stockholders duly called for such purpose and entitled to vote thereat, provided that if, as of the tenth (10^th) day preceding the date the Corporation first mails its notice of meeting for such meeting to the stockholders, the number of nominees exceeds the number of directors to be elected (a “Contested Election”), the directors shall be elected by a plurality of the votes cast. Each share entitles the holder thereof to vote for as many individuals as there are directors to be elected and for whose election the holder is entitled to vote. A majority of the votes cast at a meeting of stockholders duly called and at which a quorum is present shall be sufficient to approve any other matter which may properly come before the meeting, unless a different number or proportion is required by statute, the Certificate of Incorporation or by these Bylaws. Unless otherwise provided by statute or the Certificate of Incorporation, each outstanding share of capital stock owned of record on the applicable record date, regardless of class, entitles the holder thereof to cast one vote on each matter submitted to a vote at a meeting of stockholders. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize any person or persons to act for him, her or it by proxy. All proxies shall be executed in a manner permitted by applicable law and shall be filed with the secretary of the Corporation not later than the day on which exercised. No proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period. The Board of Directors, in its discretion, or the officer of the Corporation presiding at a meeting of stockholders, in his or her discretion, may require that any votes cast at such meeting shall be cast by written ballot.

2.8. Action of Stockholders Without Meeting. Except as may otherwise be required by law or in the Certificate of Incorporation, any action required or permitted to be taken by stockholders at an annual meeting or special meeting of stockholders may only be taken if it is properly brought before such meeting and may not be taken by written action in lieu of a meeting.

2.9. Voting List. The Corporation shall prepare, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder for a period of at least 10 days prior to the meeting, for any purpose germane to the meeting (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours, at the principal place of business of the Corporation. If the meeting is to be held at a place, then a list of stockholders entitled to vote at the meeting shall be produced and kept at the time and place of the meeting during the whole time thereof and may be inspected by any stockholder of the Corporation who is present.

2.10. Stock Ledger. The stock ledger of the Corporation shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by Section [2.9] or the books of the Corporation, or to vote in person or by proxy at any meeting of stockholders.

2.11. Adjournment. Any meeting of the stockholders, including one at which Directors are to be elected, may be adjourned for such periods as the presiding officer of the meeting shall direct, whether or not a quorum is then present.

2.12. Inspectors of Election. If required by applicable law, the Corporation shall, in advance of any meeting of stockholders, appoint one or more inspectors to act at the meeting and make a written report thereof. The Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting of stockholders, the person presiding at the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his ability. The inspector or inspectors shall: (1) ascertain the number of shares of capital stock of the Corporation outstanding and the voting power of each such share; (2) determine the shares of capital stock of the Corporation represented at a meeting and the validity of the proxies and ballots; (3) count all votes and ballots; (4) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors; and (5) certify their determination of the number of shares of capital stock of the Corporation represented at the meeting and such inspectors’ count of all votes and ballots. The inspectors may appoint or retain other persons or entities to assist the inspectors in the performance of the duties of the inspectors.

ARTICLE III.

DIRECTORS

3.1. Powers; Number; Qualifications. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, except as may be otherwise provided by law or in the Certificate of Incorporation. The number of Directors which shall constitute the Board of Directors shall be not less than four (4) nor more than eight (8). The exact number of Directors shall be fixed from time to time, within the limits specified in this Section 3.1 or in the Certificate of Incorporation, by a majority of the Board of Directors. Directors need not be stockholders of the Corporation. The Board of Directors shall be divided into classes as more fully set forth in the Certificate of Incorporation.

3.2. Election; Term of Office; Resignation; Removal; Vacancies. Each Director shall hold office until the next annual meeting of stockholders at which his or her class stands for election or until such Director’s earlier resignation, removal from office, death or incapacity. Unless otherwise provided in the Certificate of Incorporation and as may be required by the Investment Company Act of 1940, as amended (the “1940 Act”), and the rules promulgated thereunder, vacancies and newly created directorships resulting from any increase in the authorized number of Directors or from any other cause may be filled by a majority of the Directors then in office, although less than a quorum, and each Director so chosen shall hold office until such Director’s successor shall be duly elected and shall qualify, or until such Director’s earlier resignation, removal from office, death or incapacity.

3.3. Nominations. Nominations of persons for election to the Board of Directors of the Corporation at a meeting of stockholders of the Corporation may be made only (i) by or at the direction of the Board of Directors, (ii) pursuant to the Corporation’s notice of meeting or (iii) by a stockholder who is entitled to vote at the meeting and who has complied with the advance notice procedures of these Bylaws.

3.4. Advance Notice of Stockholder Nominees for Director. Nominations of individuals for election to the Board of Directors to be considered by the stockholders may be made at an annual meeting of stockholders (i) pursuant to the Corporation’s notice of meeting, (ii) by or at the direction of the Board of Directors or (iii) by any stockholder of the Corporation who was a stockholder of record at the time of giving of notice by the stockholder as provided for in this Section 3.4, at the record date set by the Board of Directors in accordance with Section 5.3 hereof for the purpose of determining stockholders entitled to vote at the annual meeting and at the time of the annual meeting (and any postponement or adjournment thereof), who is entitled to vote at the meeting in the election of each individual so nominated and who has complied with this Section 3.4.

For any nomination to be properly brought before an annual meeting by a stockholder, the stockholder must have given timely notice thereof in writing to the secretary of the Corporation and, in the case of any such other business, such other business must otherwise be a proper matter for action by the stockholders. To be timely, a stockholder’s notice shall set forth all information required under this Section 3.4 and shall be delivered to the secretary at the principal executive office of the Corporation not earlier than the 150th day nor later than 5:00 p.m., Eastern Time, on the 120th day prior to the first anniversary of the preceding year’s annual meeting; provided, however, that, in connection with the Corporation’s first annual meeting or in the event that the date of the annual meeting is advanced or delayed by more than 30 days from the first anniversary of the date of the preceding year’s annual meeting, in order for notice by the stockholder to be timely, such notice must be so delivered not earlier than the 150th day prior to the date of such annual meeting and not later than 5:00 p.m., Eastern Time, on the later of the 120th day prior to the date of such annual meeting, as originally convened, or the tenth day following the day on which public announcement of the date of such meeting is first made. The public announcement of a postponement or adjournment of an annual meeting shall not commence a new time period for the giving of a stockholder’s notice as described above. Such stockholder’s notice shall set forth:

(i) as to each individual whom the stockholder proposes to nominate for election or reelection as a director (each, a “Proposed Nominee”),

(A) all information relating to the Proposed Nominee that would be required to be disclosed in connection with the solicitation of proxies for the election of the Proposed Nominee as a director in an election contest (even if an election contest is not involved), or would otherwise be required in connection with such solicitation, in each case pursuant to Regulation 14A (or any successor provision) under the Exchange Act and the rules of any national securities exchange or over-the-counter market on which the Corporation’s securities are listed or traded; and

(B) whether such stockholder believes any such Proposed Nominee is, or is not, an “interested person” of the Corporation, as defined in the 1940 Act, and information regarding such individual that is sufficient, in the discretion of the Board of Directors or any committee thereof or any authorized officer of the Corporation, to make such determination;

(ii) as to the stockholder giving the notice, any Proposed Nominee and any Stockholder Associated Person,

(A) the class, series and number of all shares of stock or other securities of the Corporation or any affiliate thereof (collectively, the “Corporation Securities”), if any, which are owned (beneficially or of record) by such stockholder, Proposed Nominee or Stockholder Associated Person, the date on which each such Corporation Security was acquired and the investment intent of such acquisition, and any short interest (including any opportunity to profit or share in any benefit from any decrease in the price of such stock or other security) in any Corporation Securities of any such person;

(B) the nominee holder for, and number of, any Corporation Securities owned beneficially but not of record by such stockholder, Proposed Nominee or Stockholder Associated Person;

(C) whether and the extent to which such stockholder, Proposed Nominee or Stockholder Associated Person, directly or indirectly (through brokers, nominees or otherwise), is subject to or during the last 12 months has engaged in any hedging, derivative or other transaction or series of transactions or entered into any other agreement, arrangement or understanding (including any short interest, any borrowing or lending of securities or any proxy or voting agreement), the effect or intent of which is to (I) manage risk or benefit of changes in the price of (x) Corporation Securities or (y) any security of any other closed-end investment company that has elected to be regulated as a business development company under the 1940 Act (a “Peer Group Company”) for such stockholder, Proposed Nominee or Stockholder Associated Person or (II) increase or decrease the voting power of such stockholder, Proposed Nominee or Stockholder Associated Person in the Corporation or any affiliate thereof (or, as applicable, in any Peer Group Company) disproportionately to such person’s economic interest in the Corporation Securities (or, as applicable, in any Peer Group Company); and

(D) any substantial interest, direct or indirect (including, without limitation, any existing or prospective commercial, business or contractual relationship with the Corporation), by security holdings or otherwise, of such stockholder, Proposed Nominee or Stockholder Associated Person, in the Corporation or any affiliate thereof, other than an interest arising from the ownership of Corporation Securities where such stockholder, Proposed Nominee or Stockholder Associated Person receives no extra or special benefit not shared on a pro rata basis by all other holders of the same class or series;

(iii) as to the stockholder giving the notice, any Stockholder Associated Person with an interest or ownership referred to in clauses (i) or (ii) of this Section 3.4 and any Proposed Nominee,

(A) the name and address of such stockholder, as they appear on the Corporation’s stock ledger, and the current name and business address, if different, of each such Stockholder Associated Person and any Proposed Nominee and

(B) the investment strategy or objective, if any, of such stockholder and each such Stockholder Associated Person who is not an individual and a copy of the prospectus, offering memorandum or similar document, if any, provided to investors or potential investors in such stockholder and each such Stockholder Associated Person;

(v) the name and address of any person who contacted or was contacted by the stockholder giving the notice or any Stockholder Associated Person about the Proposed Nominee or other business proposal; and

(vi) to the extent known by the stockholder giving the notice, the name and address of any other stockholder supporting the nominee for election or reelection as a director or the proposal of other business.

Such stockholder’s notice shall, with respect to any Proposed Nominee, be accompanied by a certificate executed by the Proposed Nominee (i) certifying that such Proposed Nominee (a) is not, and will not become a party to any voting agreement or any agreement or understanding with any person or entity other than the Corporation or its affiliates with respect to any compensation or indemnification in connection with service on the Corporation’s Board of Directors, (b) will serve as a director of the Corporation if elected and (c) that the Proposed Nominee’s election would comply with all of the Corporation’s publicly disclosed corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines; and (ii) attaching a completed Proposed Nominee questionnaire (which questionnaire shall be provided by the Corporation, upon request, to the stockholder providing the notice and shall include all information relating to the Proposed Nominee that would be required to be disclosed in connection with the solicitation of proxies for the election of the Proposed Nominee as a director in an election contest (even if an election contest is not involved), or would otherwise be required in connection with such solicitation, in each case pursuant to Regulation 14A (or any successor provision) under the Exchange Act, or would be required pursuant to the rules of any national securities exchange or over-the-counter market on which the Corporation’s securities are listed or traded).

Notwithstanding anything in this Section 3.4 to the contrary, in the event that the number of directors to be elected to the Board of Directors is increased, and there is no public announcement of such action at least 130 days prior to the first anniversary of the preceding year’s annual meeting, a stockholder’s notice required by this Section 3.4 shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the secretary at the principal executive office of the Corporation not later than 5:00 p.m., Eastern Time, on the tenth day following the day on which such public announcement is first made by the Corporation.

For purposes of this Section 3.4, “Stockholder Associated Person” of any stockholder means (i) any person acting in concert with such stockholder, (ii) any beneficial owner of shares of stock of the Corporation owned of record or beneficially by such stockholder (other than a stockholder that is a depositary) and (iii) any person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such stockholder or such Stockholder Associated Person or is an officer, director, partner, member, employee or agent of such stockholder or such Stockholder Associated Person

If information submitted pursuant to this Section 3.4 by any stockholder proposing a nominee for election as a director or any proposal for other business at a meeting of stockholders shall be inaccurate in any material respect, such information may be deemed not to have been provided in accordance with this Section 3.4. Any such stockholder shall notify the Corporation of any inaccuracy or change (within two Business Days of becoming aware of such inaccuracy or change) in any such information. Upon written request by the secretary of the Corporation or the Board of Directors, any such stockholder shall provide, within five Business Days of delivery of such request (or such other period as may be specified in such request), (A) written verification, satisfactory, in the discretion of the Board of Directors or any authorized officer of the Corporation, to demonstrate the accuracy of any information submitted by the stockholder pursuant to this Section 3.4 and (B) a written update of any information (including, if requested by the Corporation, written confirmation by such stockholder that it continues to intend to bring such nomination or other business proposal before the meeting) submitted by the stockholder pursuant to this Section 3.4 as of an earlier date. If a stockholder fails to provide such written verification or written update within such period, the information as to which written verification or a written update was requested may be deemed not to have been provided in accordance with this Section 3.4.

Only such individuals who are nominated in accordance with this Section 3.4 shall be eligible for election by stockholders as directors, and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with this Section 3.4. The chairman of the meeting shall have the power to determine whether a nomination or any other business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with this Section 3.4.

For purposes of this Section 3.4, “the date of the proxy statement” shall have the same meaning as “the date of the company’s proxy statement released to stockholders” as used in Rule 14a-8(e) promulgated under the Exchange Act, as interpreted by the Securities and Exchange Commission from time to time. “Public announcement” shall mean disclosure (i) in a press release reported by the Dow Jones News Service, Associated Press, Business Wire, PR Newswire or other widely circulated news or wire service or (ii) in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to the Exchange Act or the 1940 Act.

Notwithstanding the foregoing provisions of this Section 3.4, a stockholder shall also comply with all applicable requirements of state law and of the Exchange Act with respect to the matters set forth in this Section 3.4. Nothing in this Section 3.4 shall be deemed to affect any right of a stockholder to request inclusion of a proposal in, or the right of the Corporation to omit a proposal from, the Corporation’s proxy statement pursuant to Rule 14a-8 (or any successor provision) under the Exchange Act. Nothing in this Section 3.4 shall require disclosure of revocable proxies received by the stockholder or Stockholder Associated Person pursuant to a solicitation of proxies after the filing of an effective Schedule 14A by such stockholder or Stockholder Associated Person under Section 14(a) of the Exchange Act.

Notwithstanding anything in these Bylaws to the contrary, except as otherwise determined by the chairman of the meeting, if the stockholder giving notice as provided for in this Section 3.4 does not appear in person or by proxy at such annual or special meeting to present each nominee for election as a director, as applicable, such matter shall not be considered at the meeting.

3.5. Meetings. The Board of Directors may hold meetings, both regular and special, either within or without the State of Delaware. The first meeting of each newly elected Board of Directors shall be held immediately after the meeting of the stockholders at which it is elected and no notice of such meeting shall be necessary to the newly elected Directors in order to legally constitute the meeting, provided a quorum shall be present. Regular meetings of the Board of Directors may be held without notice at such time and place as shall from time to time be determined by the Board of Directors. Special meetings of the Board of Directors may be called by the Chief Executive Officer or a majority of the entire Board of Directors.

3.6. Notice. Notice of any special meeting of the Board of Directors shall be delivered personally or by telephone, electronic mail, facsimile transmission, U.S. mail or courier to each director at his or her business or residence address. Notice by personal delivery, telephone, electronic mail or facsimile transmission shall be given at least 24 hours prior to the meeting. Notice by U.S. mail shall be given at least three days prior to the meeting. Notice by courier shall be given at least two days prior to the meeting. Telephone notice shall be deemed to be given when the director or his or her agent is personally given such notice in a telephone call to which the director or his or her agent is a party.

3.7. Quorum. Except as may be otherwise specifically provided by law, the Certificate of Incorporation or these Bylaws, at all meetings of the Board of Directors or any committee thereof, a majority of the entire Board of Directors or such committee, as the case may be, shall constitute a quorum for the transaction of business and the act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board of Directors. If a quorum shall not be present at any meeting of the Board of Directors or of any committee thereof, a majority of the Directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

3.8. Organization of Meetings. The Board of Directors shall elect one of its members to be Chairman of the Board of Directors. The Chairman of the Board of Directors shall lead the Board of Directors in fulfilling its responsibilities as set forth in these Bylaws, including its responsibility to oversee the performance of the Corporation, and shall determine the agenda and perform all other duties and exercise all other powers which are or from time to time may be delegated to him or her by the Board of Directors.

Meetings of the Board of Directors shall be presided over by the Chairman of the Board of Directors, or in his or her absence, by the Chief Executive Officer to the extent he or she is a Director, or in the absence of the Chairman of the Board of Directors and the Chief Executive Officer by such other person as the Board of Directors may designate or the members present may select.

3.9. Actions of Board of Directors Without a Meeting. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board of Directors or of such committee, as the case may be, consent thereto in writing or by electronic transmission. Any consent may be documented, signed and delivered in any manner permitted by Section 116 of the General Corporation Law of the State of Delaware.

3.10. Removal of Directors by Stockholders. The entire Board of Directors or any individual Director may be removed from office for cause by a 66 2/3% vote of the holders of the outstanding shares then entitled to vote at an election of Directors.

3.11. Resignations. Any Director may resign at any time by submitting his or her resignation in writing or by electronic transmission to the Board of Directors or secretary of the Corporation. Such resignation shall take effect at the time of its receipt by the Corporation unless another time be fixed in the resignation, in which case it shall become effective at the time so fixed. The acceptance of a resignation shall not be required to make it effective.

3.12. Committees. The Board of Directors may designate one or more committees, each committee to consist of one or more of the Directors of the Corporation. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided by law and in the resolution of the Board of Directors establishing such committee, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the Certificate of Incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution or amending the Bylaws of the Corporation. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required.

Notice of committee meetings shall be given in the same manner as notice for special meetings of the Board of Directors. A majority of the members of the committee shall constitute a quorum for the transaction of business at any meeting of the committee. The act of a majority of the committee members present at a meeting shall be the act of such committee. The Board of Directors may designate a chairman of any committee, and such chairman or, in the absence of a chairman, any two members of any committee (if there are at least two members of the committee) may fix the time and place of its meeting unless the Board of Directors shall otherwise provide.

Members of a committee of the Board of Directors may participate in a meeting by means of a conference telephone or other communications equipment if all persons participating in the meeting can hear each other at the same time; provided, however, this section does not apply to any action of the directors pursuant to the 1940 Act that requires the vote of the directors be cast in person at a meeting. Participation in a meeting by these means shall constitute presence in person at the meeting.

Any action required or permitted to be taken at any meeting of a committee of the Board of Directors may be taken without a meeting, if a consent to such action is given in writing or by electronic transmission by each member of the committee and is filed with the minutes of proceedings of such committee.

Subject to the provisions hereof, the Board of Directors shall have the power at any time to change the membership of any committee, to fill all vacancies, to designate alternate members to replace any absent or disqualified member or to dissolve any such committee. Subject to the power of the Board of Directors, the members of the committee shall have the power to fill any vacancies on the committee.

3.13. Compensation. Unless restricted by the Certificate of Incorporation or these Bylaws, the Directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed amount (in cash or other form of consideration) for attendance at each meeting of the Board of Directors or a stated salary as Director, as determined by the Board of Directors from time to time. No such payment shall preclude any Director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings, as determined by the Board of Directors from time to time.

3.14. Interested Directors. No contract or transaction between the Corporation and one or more of its Directors or officers, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of its Directors or officers are Directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the Director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his, her or their votes are counted for such purpose, if (i) the material facts as to his, her or their relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested Directors, even though the disinterested Directors be less than a quorum, (ii) the material facts as to his, her or their relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders or (iii) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified, by the Board of Directors, a committee thereof or the stockholders. Common or interested Directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.

3.15. Meetings by Means of Conference Telephone. Members of the Board of Directors or any committee designed by the Board of Directors may participate in a meeting of the Board of Directors or of a committee of the Board of Directors by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 3.15 shall constitute presence in person at such meeting.

3.16. Reliance. Each director and officer of the Corporation shall, in the performance of his or her duties with respect to the Corporation, be fully protected in relying in good faith upon the records of the Corporation and upon such information, opinions, reports or statements, including any financial statement or other financial data, prepared or presented to the Corporation by any of the Corporation’s officers or employees, or committees of the Board of Directors, or by any other person as to matters the director or officer reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation.

3.17. Emergency Provisions. Notwithstanding any other provision in the Certificate of Incorporation or these Bylaws, this Section 3.17 shall apply during the existence of any catastrophe, or other similar emergency condition, as a result of which a quorum of the Board of Directors under these Bylaws cannot readily be obtained (an “Emergency”). During any Emergency, unless otherwise provided by the Board of Directors, (i) a meeting of the Board of Directors or a committee thereof may be called by any directors or officer by any means feasible under the circumstances; (ii) notice of any meeting of the Board of Directors during such an Emergency may be given less than 24 hours prior to the meeting to as many directors and by such means as may be feasible at the time, including publication, television or radio; and (iii) the number of directors necessary to constitute a quorum shall be one-third of the entire Board of Directors.

ARTICLE IV.

OFFICERS

4.1. General. The officers of the Corporation shall be elected by the Board of Directors and may consist of: a Chief Executive Officer, Chief Financial Officer, Chief Compliance Officer, Secretary and Treasurer. The Board of Directors, in its discretion, may also elect one or more Vice Presidents (including Executive Vice Presidents and Senior Vice Presidents), Assistant Secretaries, Assistant Treasurers, a Controller and such other officers as in the judgment of the Board of Directors may be necessary or desirable. Any number of offices may be held by the same person and more than one person may hold the same office, unless otherwise prohibited by law, the Certificate of Incorporation or these Bylaws. The officers of the Corporation need not be stockholders of the Corporation, nor need such officers be Directors of the Corporation.

4.2. Election. The Board of Directors at its first meeting held after each annual meeting of stockholders shall elect the officers of the Corporation who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors; and all officers of the Corporation shall hold office until their successors are chosen and qualified, or until their earlier resignation or removal. Any vacancy occurring in any office of the Corporation shall be filled by the Board of Directors. The salaries of all officers who are Directors of the Corporation shall be fixed by the Board of Directors or a committee thereof.

4.3. Voting Securities Owned by the Corporation. Powers of attorney, proxies, waivers of notice of meeting, consents and other instruments relating to securities owned by the Corporation may be executed in the name of and on behalf of the Corporation by the Chief Executive Officer or any Vice President, and any such officer may, in the name and on behalf of the Corporation, take all such action as any such officer may deem advisable to vote in person or by proxy at any meeting of security holders of any corporation or other entity in which the Corporation may own securities and at any such meeting shall possess and may exercise any and all rights and powers incident to the ownership of such securities and which, as the owner thereof, the Corporation might have exercised and possessed if present. The Board of Directors may, by resolution, from time to time confer like powers upon any other person or persons.

4.4. Chief Executive Officer. Subject to the provisions of these Bylaws and to the control of the Board of Directors, the Chief Executive Officer shall have general supervision, direction and control of the business and the officers of the Corporation. He or she shall have the general powers and duties of management usually vested in the chief executive officer of a Corporation, including general supervision, direction and control of the business and supervision of other officers of the Corporation, and shall have such other powers and duties as may be prescribed by the Board of Directors.

4.5. Chief Compliance Officer. The Chief Compliance Officer shall have general responsibility for the compliance matters of the Corporation and shall perform such other duties and exercise such other powers which are or from time to time may be delegated to him or her by the Board of Directors or these Bylaws, all in accordance with policies as established by and subject to oversight of the Board of Directors. Additionally, the Chief Compliance Officer shall, no less than annually, provide a written report to the Board of Directors, the content of which shall comply with Rule 38a-1 of the 1940 Act, and meet separately with the Corporation’s independent directors.

4.6. Chief Financial Officer. The Chief Financial Officer shall have general supervision, direction and control of the financial affairs of the Corporation and shall perform such other duties and exercise such other powers which are or from time to time may be delegated to him or her by the Board of Directors or these Bylaws, all in accordance with policies as established by and subject to the oversight of the Board of Directors. In the absence of a named Treasurer, the Chief Financial Officer shall also have the powers and duties of the Treasurer as hereinafter set forth and shall be authorized and empowered to sign as Treasurer in any case where such officer’s signature is required.

4.7. Vice Presidents. In the absence or disability of the Chief Executive Officer, the Vice Presidents, if any, in order of their rank as fixed by the Board of Directors, or, if not ranked, a vice president designated by the Board of Directors, shall perform all the duties of the Chief Executive Officer and when so acting shall have all the powers of, and be subject to all the restrictions upon, the Chief Executive Officer. The Vice Presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board of Directors, these Bylaws, the Chief Executive Officer or the Chairman of the Board of Directors.

4.8. Secretary. The Secretary shall attend all meetings of the Board of Directors and all meetings of stockholders and record all the proceedings thereat in a book or books to be kept for that purpose; the Secretary shall also perform like duties for the standing committees when required. The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or the Chief Executive Officer, under whose supervision the Secretary shall be. If the Secretary shall be unable or shall refuse to cause to be given notice of all meetings of the stockholders and special meetings of the Board of Directors, then any Assistant Secretary shall perform such actions. If there is no Assistant Secretary, then the Board of Directors or the Chief Executive Officer may choose another officer to cause such notice to be given. The Secretary shall have custody of the seal of the Corporation and the Secretary or any Assistant Secretary, if there is one, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the signature of the Secretary or by the signature of any such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his signature. The Secretary shall see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case may be.

4.9. Treasurer. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the Chief Executive Officer and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, the Treasurer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his or her office and for the restoration to the Corporation, in case of his or her death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his or her possession or under his or her control belonging to the Corporation.

4.10. Assistant Secretaries. Except as may be otherwise provided in these Bylaws, Assistant Secretaries, if there are any, shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors, the Chief Executive Officer, any Vice President, if there is one, or the Secretary, and in the absence of the Secretary or in the event of his or her disability or refusal to act, shall perform the duties of the Secretary, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Secretary.

4.11. Assistant Treasurers. Assistant Treasurers, if there are any, shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors, the Chief Executive Officer, any Vice President, if there is one, or the Treasurer, and in the absence of the Treasurer or in the event of his or her disability or refusal to act, shall perform the duties of the Treasurer, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Treasurer. If required by the Board of Directors, an Assistant Treasurer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his or her office and for the restoration to the Corporation, in case of his or her death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his or her possession or under his or her control belonging to the Corporation.

4.12. Controller. The Controller shall establish and maintain the accounting records of the Corporation in accordance with generally accepted accounting principles applied on a consistent basis, maintain proper internal control of the assets of the Corporation and shall perform such other duties as the Board of Directors, the Chief Executive Officer or any Vice President of the Corporation may prescribe.

4.13. Other Officers. Such other officers as the Board of Directors may choose shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors. The Board of Directors may delegate to any other officer of the Corporation the power to choose such other officers and to prescribe their respective duties and powers.

4.14. Vacancies. The Board of Directors shall have the power to fill any vacancies in any office occurring from whatever reason.

4.15. Resignations. Any officer may resign at any time by submitting his or her resignation in writing or by electronic transmission to the Corporation. Such resignation shall take effect at the time of its receipt by the Corporation, unless another time be fixed in the resignation, in which case it shall become effective at the time so fixed. The acceptance of a resignation shall not be required to make it effective. Such resignation shall be without prejudice to the contract rights, if any, of the Corporation. In addition, the termination or resignation of the Chief Compliance Officer shall be effected in accordance with Rule 38a-1(a)(4) under the 1940 Act.

4.16. Removal. Subject to the provisions of any employment agreement approved by the Board of Directors, any officer of the Corporation may be removed at any time, with or without cause, by the affirmative vote of a majority of the Board of Directors.

ARTICLE V.

CAPITAL STOCK

5.1. Uncertificated Stock. The interest of each stockholder of the Corporation shall be evidenced by shares of stock which are in uncertificated form, unless otherwise required by law, and such stock shall be entered on the books of the Corporation and registered as issued. Within a reasonable time after the issuance or transfer of uncertificated stock, the Corporation shall send to the registered owner thereof a written notice that shall contain such information as required under Delaware law.

5.2. Transfers. Stock of the Corporation shall be transferable in the manner prescribed by law and in these Bylaws. Transfers of stock shall be made on the books of the Corporation only by the registered owner, or by his, her or its attorney lawfully constituted in writing.

5.3. Fixing Record Date. (a) In order that the Corporation may determine the stockholders entitled to notice of any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record is adopted by the Board of Directors, and which record date shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixed The record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance herewith at the adjourned meeting.

(b) In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall not be more than sixty (60) days prior to such action. If no such record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

(c) Unless otherwise restricted by the Certificate of Incorporation, in order that the Corporation may determine the stockholders entitled to express consent to corporate action without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date for determining stockholders entitled to express consent to corporate action without a meeting is fixed by the Board of Directors, (i) when no prior action of the Board of Directors is required by law, the record date for such purpose shall be the first date on which a signed consent setting forth the action taken or proposed to be taken is delivered to the Corporation in accordance with applicable law, and (ii) if prior action by the Board of Directors is required by law, the record date for such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

5.4. Registered Stockholders. Prior to due presentment for transfer of any share or shares, the Corporation shall treat the registered owner thereof as the person exclusively entitled to vote, to receive notifications and to all other benefits of ownership with respect to such share or shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of Delaware.

ARTICLE VI.

NOTICES

6.1. Form of Notice. Without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders given by the Corporation under any provision of the General Corporation Law of the State of Delaware, the Certificate of Incorporation or these Bylaws may be given in writing directed to the stockholder’s mailing address (or by electronic transmission directed to the stockholder’s electronic mail address, as applicable) as it appears on the records of the Corporation. Notice shall be given (i) if mailed, when deposited in the United States mail, postage prepaid, (ii) if delivered by courier service, the earlier of when the notice is received or left at the stockholder’s address, (iii) if given by electronic mail, when directed to such stockholder’s electronic mail address (unless the stockholder has notified the Corporation in writing or by electronic transmission of an objection to receiving notice by electronic mail or such notice is prohibited by the General Corporation Law of the State of Delaware to be given by electronic transmission) or (iv) if given by facsimile transmission, notice shall be deemed to be given upon completion of the transmission of the message to the number given to the Corporation by the director and receipt of a completed answer-back indicating receipt. A notice by electronic mail must include a prominent legend that the communication is an important notice regarding the Corporation. A notice by electronic mail will include any files attached thereto and any information hyperlinked to a website if such electronic mail includes the contact information of an officer or agent of the Corporation who is available to assist with accessing such files or information. Any notice to stockholders given by the Corporation under any provision of the General Corporation Law of the State of Delaware, the Certificate of Incorporation or these Bylaws provided by means of electronic transmission (other than any such notice given by electronic mail) may only be given in a form consented to by such stockholder, and any such notice by such means of electronic transmission shall be deemed to be given as provided by the General Corporation Law of the State of Delaware. The terms “electronic mail,” “electronic mail address,” “electronic signature” and “electronic transmission” as used herein shall have the meanings ascribed thereto in the General Corporation Law of the State of Delaware.

Except as otherwise provided herein or permitted by applicable law, notices to any director may be in writing and delivered personally or mailed to such director at such director’s address appearing on the books of the Corporation, or may be given by telephone or by any means of electronic transmission (including, without limitation, electronic mail) directed to an address for receipt by such director of electronic transmissions appearing on the books of the Corporation.

Without limiting the manner by which notice otherwise may be given effectively to stockholders, and except as prohibited by applicable law, any notice to stockholders given by the Corporation under any provision of applicable law, the Certificate of Incorporation, or these Bylaws shall be effective if given by a single written notice to stockholders who share an address if consented to by the stockholders at that address to whom such notice is given. Any such consent shall be revocable by the stockholder by written notice to the Corporation. Any stockholder who fails to object in writing to the Corporation, within 60 days of having been given written notice by the Corporation of its intention to send the single notice permitted under this Section 6.1, shall be deemed to have consented to receiving such single written notice.

6.2. Waiver of Notice. Whenever any notice is required to be given under the provisions of law or the Certificate of Incorporation or by these Bylaws, a written waiver, signed by the person entitled to notice, or a waiver by electronic transmission by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular, or special meeting of the stockholders, the Board of Directors, or members of a committee of the Board of Directors need be specified in any written waiver of notice unless so required by the Certificate of Incorporation.

ARTICLE VII.

GENERAL PROVISIONS

7.1. Maintenance and Inspection of Records. The Corporation shall, either at its principal executive office or at such place or places as designated by the Board of Directors, keep a record of its stockholders listing their names and addresses and the number and class of shares held by each stockholder, a copy of these Bylaws, as may be amended to date, minute books, accounting books and other records.

Any such records maintained by the Corporation may be kept on, or by means of, or be in the form of, any information storage device, method, or one or more electronic networks or databases (including one or more distributed electronic networks or databases), provided that the records so kept can be converted into clearly legible paper form within a reasonable time, and with respect to the stock ledger, that the records so kept (i) can be used to prepare the list of stockholders specified in §219 and §220 of the General Corporation Law of the State of Delaware, (ii) records the information specified in §§ 156, 159, 217(a) and 218 of this title, and (iii) record transfers of stock as governed by Article 8 of subtitle I of Title 6 of the laws of the State of Delaware. The Corporation shall so convert any records so kept into clearly legible paper form upon the request of any person entitled to inspect such records pursuant to the provisions of the General Corporation Law of the State of Delaware. When records are kept in such manner, a clearly legible paper form prepared from or by means of the information storage device, method, or one or more electronic networks or databases (including one or more distributed electronic networks or databases) shall be valid and admissible in evidence, and accepted for all other purposes, to the same extent as an original paper form accurately portrays the record.

Any stockholder of record, in person or by attorney or other agent, shall, upon written demand under oath stating the purpose thereof, have the right during the usual hours for business to inspect for any proper purpose the Corporation’s stock ledger, a list of its stockholders and its other books and records and to make copies or extracts therefrom. A proper purpose shall mean a purpose reasonably related to such person’s interest as a stockholder. In every instance where an attorney or other agent is the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing that authorizes the attorney or other agent to so act on behalf of the stockholder. The demand under oath shall be directed to the Corporation at its registered office in Delaware or at its principal place of business.

7.2. Inspection by Directors. Any Director shall have the right to examine the Corporation’s stock ledger, a list of its stockholders and its other books and records for a purpose reasonably related to his or her position as a Director.

7.3. Dividends and Distributions. Subject to the provisions of the Certificate of Incorporation, if any, dividends and other distributions upon the capital stock of the Corporation may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the Certificate of Incorporation. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the Directors shall think conducive to the interest of the Corporation, and the Directors may modify or abolish any such reserve in the manner in which it was created.

7.4. Checks and Drafts. All checks, drafts or demands for money and notes of the Corporation shall be signed by such officer or officers or such other persons as the Board of Directors may from time to time designate.

7.5. Contracts. The Board of Directors, or any committee of the Board of Directors within the scope of its delegated authority, may authorize any officer or agent to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the Corporation and such authority may be general or confined to specific instances. Any agreement, deed, mortgage, lease or other document shall be valid and binding upon the Corporation when authorized or ratified by action of the Board of Directors or such committee and executed by an authorized person.

7.6. Deposits. All funds of the Corporation not otherwise employed shall be deposited or invested from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may designate.

7.7. Fiscal Year. The fiscal year of the Corporation shall be as determined by the Board of Directors. If the Board of Directors shall fail to do so, the Chief Executive Officer shall fix the fiscal year.

7.8. Seal. The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal, Delaware.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.

7.9. Amendments. The Board of Directors shall have the power, without the assent or vote of the stockholders, to make, alter, amend, change, add to or repeal these Bylaws, subject to the power of the stockholders to alter or repeal any provision of these Bylaws whether adopted by them or otherwise.

7.10. Severability. If any provision of these Bylaws shall be held invalid or unenforceable in any respect, such holding shall apply only to the extent of any such invalidity or unenforceability and shall not in any manner affect, impair or render invalid or unenforceable any other provision of the Bylaws in any jurisdiction.

7.11. Interpretation of Bylaws. All words, terms and provisions of these Bylaws shall be interpreted and defined by and in accordance with the General Corporation Law of the State of Delaware, as amended, and as amended from time to time hereafter.

7.12. Conflict with 1940 Act. If and to the extent that any provision of the General Corporation Law of the State of Delaware, as amended, or any provision of these Bylaws shall conflict with any provision of the 1940 Act, the applicable provision of the 1940 Act shall control.

7.13 For purposes of these Bylaws, “Business Day” shall mean any day other than a Saturday, a Sunday or a day on which banking institutions in the State of New York are authorized or obligated by law or executive order to close.

Amended and restated on May 11, 2022.

Exhibit 10.9

Execution Version

SECOND AMENDMENT TO CREDIT AGREEMENT

This SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of December 3, 2021, is by and among (1) KAYNE ANDERSON BDC, INC., a Delaware corporation (“Borrower”), (2) the Lenders (as defined below) party hereto and (3) CITY NATIONAL BANK (“CNB”), as administrative agent for the Lenders (in such capacity, the “Agent”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement.

W I T N E S S E T H

A. The Borrower, certain banks and financial institutions from time to time party thereto (the “Lenders”) and the Agent are parties to that certain Credit Agreement, dated as of February 5, 2021 (as amended, modified, extended, restated, replaced, or supplemented from time to time, the “Credit Agreement”).

B. The Borrower has entered into a Security Agreement in favor of the Agent, dated as of February 5, 2021 (as amended, modified, extended, restated, replaced, or supplemented from time to time, the “Security Agreement”).

C. The Borrower has requested that the Agent and the Lenders amend the Credit Agreement to (i) increase each of the aggregate Revolver Commitments and Maximum Revolver Amount from $100,000,000 to $150,000,000 as set forth herein (the “Second Amendment Increase”) and (ii) amend certain other provisions of the Credit Agreement as set forth herein.

D. Agent and Lenders are willing to agree to such requests, in accordance with and subject to the terms and conditions set forth herein and the other parties hereto have agreed to join in the execution of this Amendment in their respective capacities, on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

AMENDMENTS TO CREDIT AGREEMENT

Subject to the satisfaction of the conditions set forth in Section 2.1 below, the Credit Agreement (as in effect immediately prior to this Amendment) is hereby amended as follows:

1.1 Section 1.1 of the Credit Agreement is hereby amended by amending and restating the following definitions as follows:

“Maximum Revolver Amount” with respect to each of the Treasury Facility and the Subscription Facility, the amount set forth on Schedule C-1 hereto as the total “Revolver Commitment” for such Revolving Credit Facility; provided that in no event shall the sum of the Revolver Commitments under the Revolving Credit Facilities exceed $150,000,000 at any time or such higher amount as set forth in Section 2.18; provided that, if the Maximum Revolver Amount is increased pursuant to Section 2.18, then the Maximum Revolver Amount shall not exceed $150,000,000 for the period commencing on July 1, 2022 through the Applicable Maturity Date. Such schedule may be amended, supplemented or otherwise modified from time to time by the Agent in order to reflect a reallocation of the total amounts between the Revolving Credit Facilities upon receipt of written notice from the Borrower no less than five Business Days prior to the reallocation date set forth therein, which instruction may be made by the Borrower, at its election, no more frequently than once in each consecutive two month period beginning after the Closing Date until the Applicable Maturity Date with respect to the Treasury Facility so long as (a) no Event of Default has occurred and is continuing or would immediately result therefrom and (b) no prepayment is or would be required under Section 2.8(d) both before and immediately after giving effect thereto.

“Revolver Commitment” means, with respect to each Lender, its commitment in respect of the applicable Revolving Credit Facility, and, with respect to all Lenders, their aggregate commitments in respect of the applicable Revolving Credit Facility, in each case as such Dollar amounts are set forth beside such Lender’s name under the applicable heading on Schedule C-1 attached hereto or in the Assignment and Acceptance pursuant to which such Lender became a Lender hereunder, as such amounts may be (a) reduced or increased from time to time pursuant to assignments made in accordance with the provisions of Section 9.1, (b) terminated or reduced to zero from time to time pursuant to Section 2.9(b) or Section 7.2, (c) increased pursuant to Section 2.18 or (d) otherwise modified from time to time in connection with any reallocation of the Maximum Revolver Amount as contemplated by the definition thereof.

1.2 Section 1.1 of the Credit Agreement is hereby further amended by adding the following new definitions in their appropriate alphabetical order:

“Increase Fee” means an amount equal to 25.5 bps (0.255%) of the principal amount of any Increase, which such fee shall be prorated based on the time from the Increase Effective Date to July 1, 2022.

“Second Amendment Effective Date”: means December 3, 2021

1.3 Section 2.18 of the Credit Agreement is hereby amended and restated in its entirety as follows:

Section 2.18. Increases. (a) Upon prior written notice to Agent and each Lender, and solely during the period commencing on the Second Amendment Effective Date and ending on January 31, 2022, the Borrower may on one occasion request to increase the aggregate Revolver Commitments in an aggregate amount not to exceed $175,000,000 (such requested increase, an “Increase”). Such written notice shall specify (i) the amount of the requested increase, which amount shall not be less than $1,000,000, (ii) the time period within which each Lender is requested to respond (which shall in no event be less than five (5) Business Days from the date of delivery of such notice to such Lender) and (iii) the requested effective date of such Increase (such date, the “Increase Effective Date”).

(b) If the Borrower requests an Increase during the period commencing on the Second Amendment Effective date and ending on January 31, 2022, each Lender hereby agrees to increase its Revolver Commitment in an amount equal to its Pro Rata Share of such requested Increase subject to the Agent’s receipt of the Increase Fee in respect of such Increase and the satisfaction of such other terms and conditions as the Agent and the Borrower shall mutually agree. On the Increase Effective Date with respect to the Increase, (i) each Lender’s Revolver Commitment shall automatically increase by an amount equal to its Pro Rata Share of such Increase and (ii) the Maximum Revolver Amount shall automatically increase by an amount equal to such Increase. In no event shall the Lenders be obligated to provide more than one Increase. Any such Increase effected pursuant to the terms of this Section 2.18 shall automatically expire on July 1, 2022.

1.4 Schedule C-1 to the Credit Agreement is hereby amended and restated in the form attached to Annex A hereto.

ARTICLE II

CONDITIONS TO EFFECTIVENESS

2.1 Closing Conditions. This Amendment shall become effective upon satisfaction (or waiver) of the following conditions (in each case, in form and substance acceptable to the Agent in its sole discretion) (the “Second Amendment Effective Date”):

(a) This Amendment. The execution and delivery of this Amendment duly executed by the Borrower, the Lenders party hereto and the Agent.

(b) No Default. No Unmatured Event of Default or Event of Default has occurred and is continuing or would be caused by the consummation of the transactions contemplated by this Amendment.

(c) Aggregate Unfunded Commitments Certificate; Exhibit S-1. Agent shall have received an updated Exhibit S-1 reflecting the current list of Investors, the Capital Commitment of each Investor, the Remaining Commitment of each Investor and the contributed portion of each Capital Commitment of each Investor as of the date hereof.

(d) Amendment Increase Fee. Agent shall have received for the benefit of each Lender party hereto an increase fee in an amount equal to 25.5 bps (0.255%) of the principal amount of the Second Amendment Increase, which such fee shall be prorated based on the time from the date hereof to the Applicable Maturity Date with respect to the Subscription Facility (the “Amendment Increase Fee”).

(e) Expenses. In addition to payment of the Amendment Increase Fee, Agent shall have received full payment of all of the reasonable out-of-pocket fees, costs, and expenses of Agent (including the reasonable fees and expenses of Agent’s counsel) actually incurred in connection with the preparation, negotiation, execution, and delivery of this Amendment (including those payable pursuant to Section 10.7 of the Credit Agreement).

(f) Representations and Warranties. The representations and warranties contained in Section 3.2 below shall be true and correct as of the date hereof.

ARTICLE III

MISCELLANEOUS

3.1 Amended Terms.

(a) Upon the effectiveness of this Amendment, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to “the Credit Agreement,” “thereunder,” “thereof,” “therein” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as amended hereby.

(b) Except as specifically amended herein, the Credit Agreement and all other Loan Documents are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.

(c) The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Agent or the Lenders under the Credit Agreement or any other Loan Documents, nor constitute a waiver of any provision of the Credit Agreement or any other Loan Documents.

3.2 Representations and Warranties of the Borrower. Borrower represents and warrants to Agent and each Lender as follows:

(a) It has all requisite power and authority under applicable law and under its organizational documents to execute, deliver and perform its obligations under this Amendment, and to perform its obligations under the Credit Agreement as amended hereby;

(b) All actions, waivers and consents (corporate, regulatory and otherwise) necessary or appropriate for it to execute, deliver and perform its obligations under this Amendment and to perform its obligations under the Credit Agreement as amended hereby, have been taken and/or received;

(c) This Amendment and the Credit Agreement, as amended by this Amendment, constitute the legal, valid and binding obligation of it enforceable against it in accordance with the terms, except as the enforceability hereof or thereof may be affected by bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting the enforcement of creditors’ rights generally, and the limitation of certain remedies by certain equitable principles of general applicability;

(d) The execution, delivery and performance of this Amendment, and the performance by the Borrower of its obligations under the Credit Agreement, as amended hereby, will not violate or contravene (a) any provision of any federal (including the Exchange Act), state, or local law, rule, or regulation (including Regulations T, U, and X of the Federal Reserve Board) binding on it, (b) any order of any domestic governmental authority, court, arbitration board, or tribunal binding on it, (c) the Governing Documents of Borrower or any Subscription Agreement, or any other contractual obligations between Borrower or Adviser and any Investor, or (d) any provisions of, result in a breach of, constitute (with the giving of notice or the lapse of time) a default under, or result in the creation of any Lien (other than a Permitted Lien) upon any of the Assets of the Borrower pursuant to, any Contractual Obligation of the Borrower;

(e) The representations and warranties contained in the Credit Agreement, the Security Agreement and the other Loan Documents are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of this Amendment, before and after giving effect to the same, as though made on and as of such date (except to the extent that such representations and warranties solely relate to an earlier date);

(f) No Event of Default or Unmatured Event of Default has occurred or is continuing on the date of this Amendment or would result from the transactions contemplated by this Amendment; and

(g) The Security Agreement continues to create a valid security interest in, and Lien upon, the Collateral, in favor of the Agent, for the benefit of the Lenders, which security interests and Liens are perfected in accordance with the terms of the Security Agreement and prior to all Liens other than Permitted Liens.

3.3 Reaffirmation of Obligations Borrower hereby ratifies the Credit Agreement and acknowledges and reaffirms (a) that it is bound by all terms of the Credit Agreement (as amended hereby), Security Agreement and each other Loan Documents applicable to it and (b) that it is responsible for the observance and full performance of its Obligations. Borrower acknowledges receipt of a copy of the Amendment. Borrower hereby consents to the Amendment and reaffirms the Security Agreement and the other Loan Documents to which it is a party and acknowledges that the execution and delivery of this Amendment shall have no effect on its obligations under the Security Agreement or such other Loan Documents, each of which remains the legal, valid and binding obligation of the Borrower and are hereby reaffirmed.

3.4 Loan Document. This Amendment shall constitute a Loan Document under the terms of the Credit Agreement.

3.5 Further Assurances. Borrower agrees to promptly take such action, upon the reasonable request of the Agent, as is necessary to carry out the intent of this Amendment.

3.6 Entirety. This Amendment, together with the annexes hereto, and the other Loan Documents is intended by the parties hereto as a final expression of their agreement and is intended as a complete statement of the terms and conditions of their agreement with respect to the subject matter of this Amendment.

3.7 Counterparts; Telecopy. This Amendment may be executed in any number of counterparts and by different parties on separate counterparts, each of which when so executed and delivered shall be an original, but all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Amendment or any other document required to be delivered hereunder, by fax transmission, e-mail or other electronic transmission (e.g. “pdf” or “tif”) shall be equally as effective as delivery of an original executed counterpart of this Amendment. Any party delivering an executed counterpart of this Amendment by facsimile, e-mail or other electronic transmission also shall deliver an original executed counterpart of this Amendment but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Amendment.

3.8 GOVERNING LAW. THIS AMENDMENT SHALL BE DEEMED TO HAVE BEEN MADE IN THE STATE OF NEW YORK AND THE VALIDITY OF THIS AMENDMENT AND THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF AND THEREOF AND THE RIGHTS OF THE PARTIES THERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

3.9 Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns; provided that the Borrower may not assign or transfer any interest or rights hereunder without the prior written consent of Agent and the Lenders and any such prohibited assignment or transfer shall be absolutely void.

3.10 Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. The jurisdiction, service of process, waiver of jury trial and judicial reference provisions set forth in Sections 11.8, 11.9 and 11.10 of the Credit Agreement are hereby incorporated by reference, mutatis mutandis.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF the parties hereto have caused this Amendment to be duly executed on the date first above written.

BORROWER:	KAYNE ANDERSON BDC, INC.

	By:	/s/ Michael O’Neil
	Name:	Michael O’Neil
	Title:	Chief Compliance Officer

[Signature Page to Second Amendment to Credit Agreement]

AGENT AND LENDERS:	CITY NATIONAL BANK, as Agent and as a Lender

	By:	/s/ Brandon Feitelson
	Name:	Brandon Feitelson
	Title:	Senior Vice President

[Signature Page to Second Amendment to Credit Agreement]

ANNEX A TO SECOND AMENDMENT TO CREDIT AGREEMENT

Schedule C-1

(See attached)

SCHEDULE C-1

LENDERS’ COMMITMENTS / MAXIMUM REVOLVER AMOUNT AS OF THE SECOND AMENDMENT EFFECTIVE DATE¹

LENDER	SUBSCRIPTION FACILITY REVOLVER COMMITMENT		TREASURY FACILITY REVOLVER COMMITMENT
City National Bank	$	150,000,000	$	0
TOTAL	$	150,000,000	$	0

¹	The sum of the Subscription Facility Revolver Commitments and Treasury Facility Revolver Commitments shall not at any time exceed $150,000,000 or such higher amount as set forth in Section 2.18.

Exhibit 31.1

Certification of Chief Executive Officer

I, James C. Baker, Jr., Chief Executive Officer of Kayne Anderson BDC, Inc., certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Kayne Anderson BDC, Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 15, 2022

By:

/s/ JAMES C. BAKER, JR.

Chief Executive Officer

(Principal Executive Officer)

Exhibit 31.2

Certification of Chief Financial Officer

I, Terry A. Hart, Chief Financial Officer of Kayne Anderson BDC, Inc., certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Kayne Anderson BDC, Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a)

(b)

(c)

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 15, 2022

By:

/s/ TERRY A. HART

Chief Financial Officer

(Principal Financial and Accounting Officer)

Exhibit 32.1

Certification of Chief Executive Officer

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)

In connection with the Quarterly Report on Form 10-Q for the three months ended June 30, 2022 (the “Report”) of Kayne Anderson BDC, Inc. (the “Registrant”), as filed with the Securities and Exchange Commission on the date hereof, I, James C. Baker, Jr., the Chief Executive Officer of the Registrant, hereby certify, to the best of my knowledge, that:

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

		/s/ JAMES C. BAKER, JR.
	Name:	James C. Baker, Jr.
	Date:	August 15, 2022

Exhibit 32.2

Certification of Chief Financial Officer

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)

In connection with the Quarterly Report on Form 10-Q for the three months ended June 30, 2022 (the “Report”) of Kayne Anderson BDC, Inc. (the “Registrant”), as filed with the Securities and Exchange Commission on the date hereof, I, Terry A. Hart, the Chief Financial Officer of the Registrant, hereby certify, to the best of my knowledge, that:

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

		/s/ TERRY A. HART
	Name:	Terry A. Hart
	Date:	August 15, 2022