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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2018
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from to
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Maryland
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06-1798488
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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300 South Tryon Street, Suite 2500
Charlotte, North Carolina |
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28202
(Zip Code)
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(Address of principal executive offices)
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Title of Each Class
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Name of Each Exchange on Which Registered
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Common Stock, par value $0.001 per share
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The New York Stock Exchange
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Large accelerated filer
þ
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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Emerging growth company
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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.
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Page
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PART I
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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PART II
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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PART III
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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PART IV
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Item 15.
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•
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Leveraging Barings GPFG's Origination and Portfolio Management Resources.
Barings GPFG has over 70 investment professionals located in seven different offices in the U.S., Europe, Australia/New Zealand and Asia. These regional investment teams have been working together in their respective regions for a number of years and have extensive experience advising, investing in and lending to companies across changing market cycles. In addition, the individual members of these teams have diverse investment backgrounds, with prior experience at investment banks, commercial banks, and privately and publicly held companies. We believe this diverse experience provides an in-depth understanding of the strategic, financial and operational challenges and opportunities of middle-market companies.
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Utilizing Long-Standing Relationships to Source Investments.
Barings GPFG has worked diligently over decades to build strategic relationships with private equity firms globally. Barings GPFG's long history of providing consistent, predictable capital to middle-market sponsors, even in periods of market dislocation, has earned Barings and us a reputation as a reliable partner. Barings GPFG also maintains extensive personal relationships with entrepreneurs, financial sponsors, attorneys, accountants, investment bankers, commercial bankers and other non-bank providers of capital who refer prospective portfolio companies to us. These relationships historically have generated significant investment opportunities. We believe that this network of relationships will continue to produce attractive investment opportunities.
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Focusing on the Middle-Market.
We primarily invest in middle-market transactions. These companies tend to be privately owned, often by a private equity sponsor, and are companies that typically generate annual Adjusted EBITDA of $10.0 million to $75.0 million.
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Providing One-Stop Customized Financing Solutions.
Barings GPFG's ability to commit to and originate larger hold positions (in excess of $200 million) in a given transaction is a differentiator to middle-market private equity sponsors. In today's market, it has become increasingly important to have the ability to underwrite an entire transaction, providing financial sponsors with certainty of close. Barings GPFG offers a variety of financing structures and has the flexibility to structure investments to meet the needs of our portfolio companies. Currently, we invest primarily in senior secured loans. In addition, in certain limited
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Applying Consistent Underwriting Policies and Active Portfolio Management
. We believe robust due diligence on each investment is paramount due to the lack of an active secondary market. With limited ability to liquidate holdings, private credit investors must take a longer-term, “originate-to-hold” investment approach. Barings GPFG has implemented underwriting policies and procedures that are followed for each potential transaction. This consistent and proven fundamental underwriting process includes a thorough analysis of each potential portfolio company’s competitive position, financial performance, management team operating discipline, growth potential and industry attractiveness, which Barings GPFG believes allows them to better assess the company’s prospects. After closing, Barings GPFG maintains ongoing access to both the sponsor and to portfolio company management in order to closely monitor investments and suggest or require remedial actions as needed to avoid a default.
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Maintaining Portfolio Diversification.
While we focus our investments in middle-market companies, we seek to invest across various industries. Barings GPFG monitors our investment portfolio to ensure we have acceptable industry balance, using industry and market metrics as key indicators. By monitoring our investment portfolio for industry balance, we seek to reduce the effects of economic downturns associated with any particular industry or market sector. Notwithstanding our intent to invest across a variety of industries, we may from time to time hold securities of a single portfolio company that comprise more than 5.0% of our total assets and/or more than 10.0% of the outstanding voting securities of the portfolio company. For that reason, we are classified as a non-diversified management investment company under the 1940 Act.
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Established Companies With Positive Cash Flow.
We seek to invest in later-stage or mature companies with a proven history of generating positive cash flows. We typically focus on companies with a history of profitability and trailing twelve-month Adjusted EBITDA ranging from $10.0 million to $75.0 million.
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Experienced Management Teams.
Based on our prior investment experience, we believe that a management team with significant experience with a portfolio company or relevant industry experience is essential to the long-term success of the portfolio company. We believe management teams with these attributes are more likely to manage the companies in a manner that protects our debt investment.
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Strong Competitive Position.
We seek to invest in companies that have developed strong positions within their respective markets, are well positioned to capitalize on growth opportunities and compete in industries with barriers to entry. We also seek to invest in companies that exhibit a competitive advantage, which may help to protect their market position and profitability.
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Varied Customer and Supplier Bases.
We prefer to invest in companies that have varied customer and supplier bases. Companies with varied customer and supplier bases are generally better able to endure economic downturns, industry consolidation and shifting customer preferences.
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Significant Invested Capital.
We believe the existence of significant underlying equity value provides important support to investments. We seek to identify portfolio companies that we believe have well-structured capital beyond the layer of the capital structure in which we invest.
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Culture of Risk Management.
The investment team that approves an investment monitors the investment's performance through repayment. We believe this practice encourages accountability by connecting investment team members with the long-term performance of the investment. This also allows us to leverage the underwriting process, namely the comprehensive understanding of the risk factors associated with the investment that an investment team develops during underwriting. In addition, we foster continuous interaction between investment teams and the investment committee. This frequent communication encourages the early escalation of issues to members of the investment committee to leverage their experience and expertise well in advance of potentially adverse events.
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Ongoing Monitoring.
Each portfolio company is assigned to an analyst who is responsible for the ongoing monitoring of the investment. Upon receipt of information (financial or otherwise) relating to an investment, a preliminary review is performed by the analyst in order to assess whether the information raises any issues that require urgent attention. Particular consideration is given to information which may impact the value of an asset. In the event that something material is identified, the analyst is responsible for notifying the relevant members of the deal team and investment committee.
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Quarterly Portfolio Reviews.
All investments are reviewed on at least a quarterly basis. The quarterly portfolio reviews provide a forum to evaluate the current status of each asset and identify any recent or long-term performance trends, either positive or negative, that may affect its current valuation.
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Watchlist Reviews.
Certain credits are deemed to be on the “Watchlist” and are reviewed on a more frequent basis. These reviews typically occur monthly but can occur more or less frequently based on situational factors and the availability of updated information from the company. During these reviews, the investment team provides an update on the situation and discusses potential courses of action with the investment committee to ensure any mitigating steps are taken in a timely manner.
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Sponsor Relationships.
We invest primarily in transactions backed by a private equity sponsor and when evaluating investment opportunities, we take into account the strength of the sponsor (e.g., track record,
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Robust Investment and Portfolio Management System.
Barings' investment and portfolio management system serves as the central repository of data used for investment management, including both company-level metrics (e.g., probability of default, EBITDA, geography) and asset-level metrics (e.g., price, spread/coupon, seniority). Barings GPFG portfolio management has established a required set of data that analysts must update quarterly, or more frequently when appropriate, in order to produce a one-page summary for each company, known as tearsheets, which are used during quarterly portfolio reviews.
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financial standing of the issuer of the security;
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comparison of the business and financial plan of the issuer with actual results;
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the size of the security held;
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pending reorganization activity affecting the issuer, such as merger or debt restructuring;
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ability of the issuer to obtain needed financing;
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changes in the economy affecting the issuer;
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financial statements and reports from portfolio company senior management and ownership;
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the type of security, the security’s cost at the date of purchase and any contractual restrictions on the disposition of the security;
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information as to any transactions or offers with respect to the security and/or sales to third parties of similar securities;
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the issuer’s ability to make payments and the type of collateral;
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the current and forecasted earnings of the issuer;
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statistical ratios compared to lending standards and to other similar securities;
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pending public offering of common stock by the issuer of the security;
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special reports prepared by analysts; and
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any other factors we deem pertinent with respect to a particular investment.
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1.0% for the period from August 2, 2018 through December 31, 2018;
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1.125% for the period commencing on January 1, 2019 through December 31, 2019; and
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1.375% for all periods thereafter.
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(i)
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For each quarter from and after August 2, 2018 through December 31, 2019 (the "Pre-2020 Period"), the Income-Based Fee is calculated and payable quarterly in arrears based on the Pre-Incentive Fee Net Investment Income for the immediately preceding calendar quarter for which such fees are being calculated. In respect of the Pre-2020 Period, "Pre-Incentive Fee Net Investment Income" means interest income, dividend income and any other income (including any other fees, such as commitment, origination, structuring, diligence, managerial assistance and consulting fees or other fees that we receive from portfolio companies) accrued during the relevant calendar quarter, minus our operating expenses for such quarter (including the Base Management Fee, expenses payable under the Administration Agreement, any interest expense and any dividends paid on any issued and outstanding preferred stock, but excluding the Incentive Fee). Pre-Incentive Fee Net Investment Income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with payment-in-kind interest and zero coupon securities), accrued income not yet received in cash. Pre-Incentive Fee Net Investment Income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation.
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(ii)
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For each quarter beginning on and after January 1, 2020 (the "Post-2019 Period"), the Income-Based Fee will be calculated and payable quarterly in arrears based on the Pre-Incentive Fee Net Investment Income for the immediately preceding calendar quarter and the eleven preceding calendar quarters (or such fewer number of preceding calendar quarters counting each calendar quarter beginning on or after January 1, 2020) (each such period will be referred to as the "Trailing Twelve Quarters") for which such fees are being calculated and will be payable promptly following the filing of the Company’s financial statements for such quarter. In respect of the Post-2019 Period, "Pre-Incentive Fee Net Investment Income" means interest income, dividend income and any other income (including any other fees, such as commitment, origination, structuring, diligence, managerial assistance and consulting fees or other fees that we receive from portfolio companies) accrued during the relevant Trailing Twelve Quarters, minus our operating expenses for such Trailing Twelve Quarters (including the Base Management Fee, expenses payable under the Administration Agreement, any interest expense and any dividends paid on any issued and outstanding preferred stock, but excluding the Incentive Fee) divided by the number of quarters that comprise the relevant Trailing Twelve Quarters. Pre-Incentive Fee Net Investment Income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with payment-in-kind interest and zero coupon securities), accrued income not yet received in cash. Pre-Incentive Fee Net Investment Income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation.
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(iii)
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Pre-Incentive Fee Net Investment Income, expressed as a rate of return on the value of our net assets (defined as total assets less senior securities constituting indebtedness and preferred stock) at the end of the calendar quarter for which such fees are being calculated, is compared to a "hurdle rate", expressed as a rate of return on the value of our net assets at the end of the most recently completed calendar quarter, of 2% per quarter (8% annualized). We pay Barings the Income-Based Fee with respect to our Pre-Incentive Fee Net Investment Income in each calendar quarter as follows:
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(1)
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(a) With respect to the Pre-2020 Period, no Income-Based Fee for any calendar quarter in which our Pre-Incentive Fee Net Investment Income (as defined in paragraph (i) above) does not exceed the hurdle rate;
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(2)
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(a) With respect to the Pre-2020 Period, 100% of our Pre-Incentive Fee Net Investment Income (as defined in paragraph (i) above) for any calendar quarter with respect to that portion of the Pre-Incentive Fee Net Investment Income for such quarter, if any, that exceeds the hurdle rate but is less than 2.5% (10% annualized) (the "Pre-2020 Catch-Up Amount"). The Pre-2020 Catch-Up Amount is intended to provide Barings with an incentive fee of 20% on all of our Pre-Incentive Fee Net Investment Income (as defined in paragraph (i) above) when our Pre-Incentive Fee Net Investment Income (as defined in paragraph (i) above) reaches 2% per quarter (8% annualized);
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(3)
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(a) With respect to the Pre-2020 Period, 20% of the amount of our Pre-Incentive Fee Net Investment Income (as defined in paragraph (i) above) for any calendar quarter with respect to that portion of the Pre-Incentive Fee Net Investment Income (as defined in paragraph (i) above) for such quarter, if any, that exceeds the Pre-2020 Catch-Up Amount; and
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the allocable portion of Barings' rent for our Chief Financial Officer and Chief Compliance Officer and their respective staffs, which is based upon the allocable portion of the usage thereof by such personnel in connection with their performance of administrative services under the Administration Agreement;
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the allocable portion of the salaries, bonuses, benefits and expenses of our Chief Financial Officer and Chief Compliance Officer and their respective staffs, which is based upon the allocable portion of the time spent by such personnel in connection with performing administrative services for us under the Administration Agreement;
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the actual cost of goods and services used for us and obtained by Barings from entities not affiliated with us, which is reasonably allocated to us on the basis of assets, revenues, time records or other methods conforming with generally accepted accounting principles;
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all fees, costs and expenses associated with the engagement of a sub-administrator, if any; and
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costs associated with (a) the monitoring and preparation of regulatory reporting, including registration statements and amendments thereto, prospectus supplements, and tax reporting, (b) the coordination and oversight of service provider activities and the direct cost of such contractual matters related thereto and (c) the preparation of all financial statements and the coordination and oversight of audits, regulatory inquiries, certifications and sub-certifications.
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We report our investments at market value or fair value with changes in value reported through our consolidated statements of operations.
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We intend to distribute substantially all of our income to our stockholders. We generally will be required to pay income taxes only on the portion of our taxable income we do not distribute, actually or constructively, to stockholders.
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Our ability to use leverage as a means of financing our portfolio of investments is limited.
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We are required to comply with the provisions of the 1940 Act applicable to business development companies.
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pursuant to Rule 13a-14 of the Exchange Act, our Chief Executive Officer and Chief Financial Officer are required to certify the accuracy of the financial statements contained in our periodic reports;
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pursuant to Item 307 of Regulation S-K, our periodic reports are required to disclose our conclusions about the effectiveness of our disclosure controls and procedures;
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pursuant to Rule 13a-15 of the Exchange Act, our management is required to prepare a report regarding its assessment of our internal control over financial reporting, and separately, our independent registered public accounting firm audits our internal controls over financial reporting; and
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pursuant to Item 308 of Regulation S-K and Rule 13a-15 of the Exchange Act, our periodic reports must disclose whether there were significant changes in our internal control over financial reporting or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
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a citizen or individual resident of the United States;
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a corporation, or other entity treated as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the United States or any state thereof or the District of Columbia;
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an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or
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a trust if (i) a U.S. court is able to exercise primary supervision over the administration of such trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (ii) it has a valid election in place to be treated as a U.S. person.
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meet the Annual Distribution Requirement;
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qualify to be treated as a BDC or be registered as a management investment company under the 1940 Act at all times during each taxable year;
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derive in each taxable year at least 90% of our gross income from dividends, interest, payments with respect to certain securities loans, gains from the sale or other disposition of stock or other securities or foreign currencies or other income derived with respect to our business of investing in such stock, securities or currencies and net income derived from an interest in a “qualified publicly traded partnership” (as defined in the Code), or the 90% Income Test; and
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diversify our holdings so that at the end of each quarter of the taxable year:
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at least 50% of the value of our assets consists of cash, cash equivalents, U.S. Government securities, securities of other RICs, and other securities if such other securities of any one issuer do not represent more than 5% of the value of our assets or more than 10% of the outstanding voting securities of the issuer (which for these purposes includes the equity securities of a “qualified publicly traded partnership”); and
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no more than 25% of the value of our assets is invested in the securities, other than U.S. Government securities or securities of other RICs, (i) of one issuer (ii) of two or more issuers that are controlled, as determined under applicable tax rules, by us and that are engaged in the same or similar or related trades or businesses or (iii) of one or more “qualified publicly traded partnerships,” or the Diversification Tests.
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Under the provisions of the 1940 Act, we are permitted, as a BDC, to issue senior securities only in amounts such that our asset coverage, as defined in the 1940 Act, equals at least 150% after each issuance of senior securities. If the value of our assets declines, we may be unable to satisfy this test. If that happens, we may be required to sell a portion of our investments and, depending on the nature of our leverage, repay a portion of our debt at a time when such sales and/or repayments may be disadvantageous. Further we may not be permitted to declare a dividend or make any distribution to stockholders or repurchase shares until such time as we satisfy this test.
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Any amounts that we use to service our debt or make payments on preferred stock will not be available for distributions to our common stockholders.
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It is likely that any securities or other indebtedness we may issue will be, and the August 2018 Credit Facility is, governed by an indenture or other instrument containing covenants restricting our operating flexibility. Additionally, some of these securities or other indebtedness may be rated by rating agencies, and in obtaining a rating for such securities and other indebtedness, we may be required to abide by operating and investment guidelines that further restrict operating and financial flexibility.
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We and, indirectly, our stockholders, will bear the cost of issuing and servicing such securities and other indebtedness.
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Preferred stock or any convertible or exchangeable securities that we issue in the future may have rights, preferences and privileges more favorable than those of our common stock, including separate voting rights and could delay or prevent a transaction or a change in control to the detriment of the holders of our common stock.
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Assumed Return on our Portfolio
(Net of Expenses)
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(10.0
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)%
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(5.0
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)%
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0.0
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%
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5.0
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%
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10.0
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%
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Corresponding return to common stockholder assuming actual asset coverage as of December 31, 2018(1)
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(24.6
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)%
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(14.3
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)%
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(3.9
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)%
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6.5
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%
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16.9
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%
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Corresponding return to common stockholder assuming 150% asset coverage as of December 31, 2018(2)
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(37.4
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)%
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(22.4
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)%
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(7.3
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)%
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7.7
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%
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22.8
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%
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The Annual Distribution Requirement for a RIC will be satisfied if we distribute to our stockholders on an annual basis at least 90.0% of our net ordinary income and net short-term capital gain in excess of net long-term capital loss, or ICTI. if any. We will be subject to a 4.0% nondeductible U.S. federal excise tax, however, to the extent that we do not satisfy certain additional minimum distribution requirements on a calendar year basis. Because we use debt financing, we are subject to certain asset coverage ratio requirements under the 1940 Act and are currently, and may in the future become, subject to certain financial covenants under loan and credit agreements that could, under certain circumstances, restrict us from making distributions necessary to satisfy the Annual Distribution Requirement. If we are unable to obtain cash from other sources, we could fail to qualify for RIC tax treatment and thus become subject to corporate-level U.S. federal income tax.
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The income source requirement will be satisfied if we obtain at least 90.0% of our income for each year from distributions, interest, gains from the sale of stock or securities or similar sources.
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The asset diversification requirement will be satisfied if we meet certain asset diversification requirements at the end of each quarter of our taxable year. To satisfy this requirement, at least 50.0% of the value of our assets must consist of cash, cash equivalents, U.S. government securities, securities of other RICs, and other acceptable securities; and no more than 25.0% of the value of our assets can be invested in the securities, other than U.S. government securities or securities of other RICs, of one issuer, of two or more issuers that are controlled, as determined under applicable Code rules, by us and that are engaged in the same or similar or related trades or businesses or of certain “qualified publicly traded partnerships.” Failure to meet these requirements may result in our having to dispose of certain investments quickly in order to prevent the loss of RIC tax treatment. Because most of our investments will be in private companies, and therefore will be relatively illiquid, any such dispositions could be made at disadvantageous prices and could result in substantial losses.
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may have limited financial resources to meet future capital needs and thus may be unable to grow or meet their obligations under their debt instruments that we hold, which may be accompanied by a deterioration in the value of any collateral and a reduction in the likelihood of us realizing any guarantees from subsidiaries or affiliates of our portfolio companies that we may have obtained in connection with our investment, as well as a corresponding decrease in the value of the equity components of our investments;
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may have shorter operating histories, narrower product lines, smaller market shares and/or more significant customer concentration than larger businesses, which tend to render them more vulnerable to competitors’ actions and market conditions, as well as general economic downturns;
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are more likely to depend on the management talents and efforts of a small group of persons; therefore, the death, disability, resignation or termination of one or more of these persons could have a material adverse impact on our portfolio company and, in turn, on us;
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generally have less predictable operating results, may be engaged in rapidly changing businesses with products subject to a substantial risk of obsolescence, and may require substantial additional capital to support their operations, finance expansion or maintain their competitive position; and
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generally have less publicly available information about their businesses, operations and financial condition. We rely on the ability of Barings' investment professionals to obtain adequate information to evaluate the potential returns from investing in these companies. If Barings is unable to uncover all material information about these companies, we may not make a fully informed investment decision, and we may lose all or part of our investment.
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a comparison of the portfolio company’s securities to publicly traded securities;
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the enterprise value of the portfolio company;
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the nature and realizable value of any collateral;
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the portfolio company’s ability to make payments and its earnings and discounted cash flow;
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the markets in which the portfolio company does business; and
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changes in the interest rate environment and the credit markets generally that may affect the price at which similar investments may be made in the future and other relevant factors.
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increase or maintain in whole or in part our position as a creditor or equity ownership percentage in a portfolio company;
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exercise warrants, options or convertible securities that were acquired in the original or subsequent financing; or
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preserve or enhance the value of our investment.
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the ability to cause the commencement of enforcement proceedings against the collateral;
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the ability to control the conduct of such proceedings;
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the approval of amendments to collateral documents;
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releases of liens on the collateral; and
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waivers of past defaults under collateral documents.
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significant volatility in the market price and trading volume of securities of BDCs or other companies in our sector, which are not necessarily related to the operating performance of these companies;
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changes in regulatory policies or tax guidelines, particularly with respect to RICs, or BDCs ;
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inability to obtain certain exemptive relief from the SEC;
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loss of RIC tax treatment;
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changes in earnings or variations in operating results;
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changes in the value of our portfolio of investments;
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any shortfall in investment income or net investment income or any increase in losses from levels expected by investors or securities analysts;
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conversion features of subscription rights, warrants or convertible debt;
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loss of a major funding source;
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fluctuations in interest rates;
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the operating performance of companies comparable to us;
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departure of Barings' or any of its affiliates key personnel;
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proposed, or completed, offerings of our securities, including classes other than our common stock;
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global or national credit market changes; and
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general economic trends and other external factors.
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Year Ended December 31,
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2018
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2017
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Amount
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% of Total
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Amount
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% of Total
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||||||
Ordinary income
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$
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0.41
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|
|
95.3
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%
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|
$
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1.65
|
|
|
100.0
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%
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Long-term capital gains
|
|
—
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|
|
—
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|
|
—
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|
|
—
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|
||
Tax return of capital
|
|
0.02
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|
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4.7
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|
|
—
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|
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—
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Total reported on IRS Form 1099-DIV
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|
$
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0.43
|
|
|
100.0
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%
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$
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1.65
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|
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100.0
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%
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Period
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Total number of shares purchased
(1)
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Average price paid per share
|
|
Total number of
shares purchased
as part of publicly
announced plans
or programs
(2)
|
|
Approximate dollar value of shares that
may yet be
purchased under the plans or programs
|
|
||||||
October 1 through October 31, 2018
|
1,365,299
|
|
|
$
|
10.10
|
|
|
1,365,299
|
|
|
$
|
32,919,969
|
|
|
November 1 through November 30, 2018
|
1,113,342
|
|
|
$
|
10.04
|
|
|
1,113,342
|
|
|
$
|
21,736,979
|
|
|
December 1 through December 31, 2018
(3)
|
1,245,250
|
|
(4)
|
$
|
9.44
|
|
|
1,238,943
|
|
|
$
|
10,042,567
|
|
|
(1)
|
Includes purchases of our common stock made on the open market by or on behalf of any “affiliated purchaser,” as defined in Exchange Act Rule 10b-18(a)(3), of the Company.
|
(2)
|
Includes shares purchased by certain of our affiliates, including pursuant to the 10b5-1 Plan, which Barings entered into on September 24, 2018. During the three months ended December 31, 2018, Barings repurchased 3,717,584 shares of our common stock for approximately $36.7 million under the 10b5-1 Plan.
|
(3)
|
As of December 31, 2018, Barings had purchased 4,045,248 shares of our common stock pursuant to the 10b5-1 Plan and owned a total of 12,600,627 shares of our common stock, or 24.6% of the total shares outstanding. Subsequent to period-end, through February 11, 2019, Barings purchased an additional 1,039,054 shares of our common stock pursuant to the 10b5-1 Plan.
|
(4)
|
6,307 of such shares were purchased in the open market pursuant to the terms of our dividend reinvestment plan.
|
|
|
12/31/13
|
|
3/31/14
|
|
6/30/14
|
|
9/30/14
|
|
12/31/14
|
|
3/31/15
|
|
6/30/15
|
|
9/30/15
|
|
12/31/15
|
|||||||||
Barings BDC, Inc.
|
|
100.00
|
|
|
96.03
|
|
|
108.00
|
|
|
98.49
|
|
|
81.27
|
|
|
93.62
|
|
|
98.60
|
|
|
71.51
|
|
|
85.32
|
|
NASDAQ Composite Index
|
|
100.00
|
|
|
100.94
|
|
|
106.60
|
|
|
108.85
|
|
|
114.62
|
|
|
118.68
|
|
|
121.34
|
|
|
113.05
|
|
|
122.81
|
|
NYSE Composite Index
|
|
100.00
|
|
|
101.84
|
|
|
106.91
|
|
|
104.81
|
|
|
106.75
|
|
|
107.97
|
|
|
107.76
|
|
|
98.34
|
|
|
102.38
|
|
Barings BDC, Inc. Peer Group Index(2)
|
|
100.00
|
|
|
99.43
|
|
|
103.24
|
|
|
97.49
|
|
|
93.02
|
|
|
98.49
|
|
|
94.83
|
|
|
86.32
|
|
|
89.82
|
|
Wells Fargo Business Development Company Index
|
|
100.00
|
|
|
99.07
|
|
|
102.45
|
|
|
95.66
|
|
|
92.21
|
|
|
96.64
|
|
|
93.63
|
|
|
85.10
|
|
|
88.41
|
|
|
|
|
|
3/31/16
|
|
6/30/16
|
|
9/30/16
|
|
12/31/16
|
|
3/31/17
|
|
6/30/17
|
|
9/30/17
|
|
12/31/17
|
||||||||
Barings BDC, Inc.
|
|
|
|
94.47
|
|
|
91.11
|
|
|
94.72
|
|
|
90.31
|
|
|
96.26
|
|
|
91.11
|
|
|
76.32
|
|
|
52.34
|
|
NASDAQ Composite Index
|
|
|
|
120.28
|
|
|
119.98
|
|
|
131.64
|
|
|
133.19
|
|
|
146.79
|
|
|
152.94
|
|
|
161.80
|
|
|
172.11
|
|
NYSE Composite Index
|
|
|
|
103.75
|
|
|
107.40
|
|
|
110.48
|
|
|
114.61
|
|
|
119.86
|
|
|
123.53
|
|
|
128.98
|
|
|
136.07
|
|
Barings BDC, Inc. Peer Group Index(2)
|
|
|
|
93.87
|
|
|
97.59
|
|
|
107.18
|
|
|
112.52
|
|
|
121.70
|
|
|
118.09
|
|
|
117.85
|
|
|
116.32
|
|
Wells Fargo Business Development Company Index
|
|
|
|
92.38
|
|
|
96.16
|
|
|
104.35
|
|
|
110.00
|
|
|
117.90
|
|
|
114.79
|
|
|
113.78
|
|
|
110.10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3/31/18
|
|
6/30/18
|
|
9/30/18
|
|
12/31/18
|
||||
Barings BDC, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
62.95
|
|
|
65.04
|
|
|
66.45
|
|
|
60.43
|
|
NASDAQ Composite Index
|
|
|
|
|
|
|
|
|
|
|
|
176.27
|
|
|
187.44
|
|
|
200.36
|
|
|
165.84
|
|
NYSE Composite Index
|
|
|
|
|
|
|
|
|
|
|
|
133.05
|
|
|
134.56
|
|
|
141.63
|
|
|
123.89
|
|
Barings BDC, Inc. Peer Group Index(2)
|
|
|
|
|
|
|
|
|
|
|
|
114.64
|
|
|
121.71
|
|
|
129.09
|
|
|
115.73
|
|
Wells Fargo Business Development Company Index
|
|
|
|
|
|
|
|
|
|
|
|
107.19
|
|
|
112.46
|
|
|
117.87
|
|
|
102.86
|
|
(1)
|
From
December 31, 2013
to
December 31, 2018
.
|
(2)
|
The Barings BDC, Inc. Peer Group consists of the following companies: Apollo Investment Corporation, Ares Capital Corporation, BlackRock Capital Investment Corporation, Fidus Investment Corporation, Gladstone Investment Corporation, Gladstone Capital Corporation, Golub Capital BDC, Inc., Horizon Technology Finance Corporation, Hercules Capital, Inc., KCAP Financial, Inc., Main Street Capital Corporation, Medley Capital Corporation, New Mountain Finance Corporation, Oaktree Specialty Lending Corporation, PennantPark Investment Corporation, Prospect Capital Corporation, Solar Capital Ltd. and THL Credit, Inc.
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
||||||||||
|
|
(Dollars and share amounts in thousands, except per share data)
|
||||||||||||||||||
Income statement data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Investment income:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total loan interest, fee and dividend income
|
|
$
|
104,273
|
|
|
$
|
121,062
|
|
|
$
|
113,332
|
|
|
$
|
122,290
|
|
|
$
|
78,238
|
|
Interest income from cash and cash equivalent investments
|
|
238
|
|
|
225
|
|
|
348
|
|
|
715
|
|
|
1,985
|
|
|||||
Total investment income
|
|
104,511
|
|
|
121,287
|
|
|
113,680
|
|
|
123,005
|
|
|
80,223
|
|
|||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest and other financing fees
|
|
21,180
|
|
|
26,754
|
|
|
26,721
|
|
|
29,261
|
|
|
23,887
|
|
|||||
Base management fee
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,219
|
|
|||||
Compensation expenses
|
|
17,562
|
|
|
19,009
|
|
|
23,676
|
|
|
16,136
|
|
|
37,487
|
|
|||||
General and administrative expenses
|
|
3,753
|
|
|
3,895
|
|
|
4,406
|
|
|
5,370
|
|
|
16,178
|
|
|||||
Total operating expenses
|
|
42,495
|
|
|
49,658
|
|
|
54,803
|
|
|
50,767
|
|
|
81,771
|
|
|||||
Base management fee waived
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,487
|
)
|
|||||
Net operating expenses
|
|
42,495
|
|
|
49,658
|
|
|
54,803
|
|
|
50,767
|
|
|
80,284
|
|
|||||
Net investment income (loss)
|
|
62,016
|
|
|
71,629
|
|
|
58,877
|
|
|
72,238
|
|
|
(61
|
)
|
|||||
Net realized gains (losses):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Non-Control/Non-Affiliate investments
|
|
7,396
|
|
|
9,003
|
|
|
(2,414
|
)
|
|
(3,683
|
)
|
|
(130,870
|
)
|
|||||
Affiliate investments
|
|
7,733
|
|
|
2,315
|
|
|
4,399
|
|
|
(3,980
|
)
|
|
9,939
|
|
|||||
Control investments
|
|
(1,498
|
)
|
|
(38,807
|
)
|
|
—
|
|
|
(45,206
|
)
|
|
(38,542
|
)
|
|||||
Net realized gains (losses) on investments
|
|
13,631
|
|
|
(27,489
|
)
|
|
1,985
|
|
|
(52,869
|
)
|
|
(159,473
|
)
|
|||||
Foreign currency borrowings
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,269
|
|
|
1,081
|
|
|||||
Net realized gains (losses)
|
|
13,631
|
|
|
(27,489
|
)
|
|
1,985
|
|
|
(51,600
|
)
|
|
(158,392
|
)
|
|||||
Net unrealized appreciation (depreciation):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Non-Control/Non-Affiliate investments
|
|
(38,467
|
)
|
|
(23,583
|
)
|
|
(9,080
|
)
|
|
(65,786
|
)
|
|
27,025
|
|
|||||
Affiliate investments
|
|
(3,213
|
)
|
|
2,839
|
|
|
(5,473
|
)
|
|
(7,356
|
)
|
|
3,198
|
|
|||||
Control investments
|
|
(3,554
|
)
|
|
23,876
|
|
|
(11,464
|
)
|
|
27,547
|
|
|
24,387
|
|
|||||
Net unrealized appreciation (depreciation) on investments
|
|
(45,234
|
)
|
|
3,132
|
|
|
(26,017
|
)
|
|
(45,595
|
)
|
|
54,610
|
|
|||||
Foreign currency borrowings
|
|
1,071
|
|
|
2,363
|
|
|
(153
|
)
|
|
(2,822
|
)
|
|
(864
|
)
|
|||||
Net unrealized appreciation (depreciation)
|
|
(44,163
|
)
|
|
5,495
|
|
|
(26,170
|
)
|
|
(48,417
|
)
|
|
53,746
|
|
|||||
Net realized and unrealized (losses) on investments and foreign currency borrowings
|
|
(30,532
|
)
|
|
(21,994
|
)
|
|
(24,185
|
)
|
|
(100,017
|
)
|
|
(104,646
|
)
|
|||||
Loss on extinguishment of debt
|
|
—
|
|
|
(1,394
|
)
|
|
—
|
|
|
—
|
|
|
(10,507
|
)
|
|||||
Benefit from (Provision for) taxes
|
|
(3,122
|
)
|
|
(384
|
)
|
|
(436
|
)
|
|
(871
|
)
|
|
932
|
|
|||||
Net increase (decrease) in net assets resulting from operations
|
|
$
|
28,362
|
|
|
$
|
47,857
|
|
|
$
|
34,256
|
|
|
$
|
(28,650
|
)
|
|
$
|
(114,282
|
)
|
Net investment income (loss) per share — basic and diluted
|
|
$
|
2.08
|
|
|
$
|
2.16
|
|
|
$
|
1.62
|
|
|
$
|
1.55
|
|
|
$
|
—
|
|
Net increase (decrease) in net assets resulting from operations per share — basic and diluted
|
|
$
|
0.95
|
|
|
$
|
1.44
|
|
|
$
|
0.94
|
|
|
$
|
(0.62
|
)
|
|
$
|
(2.29
|
)
|
Net asset value per common share
|
|
$
|
16.11
|
|
|
$
|
15.23
|
|
|
$
|
15.13
|
|
|
$
|
13.43
|
|
|
$
|
10.98
|
|
Quarterly dividends/distributions per share
|
|
$
|
2.16
|
|
|
$
|
2.16
|
|
|
$
|
1.89
|
|
|
$
|
1.65
|
|
|
$
|
0.43
|
|
Supplemental dividends/distributions per share
|
|
0.40
|
|
|
0.20
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total dividends/distributions declared per share
|
|
$
|
2.56
|
|
|
$2.36
|
|
$1.89
|
|
$1.65
|
|
$0.43
|
||||||||
Weighted average number of shares outstanding — basic and diluted
|
|
29,775
|
|
|
33,234
|
|
|
36,405
|
|
|
46,498
|
|
|
49,897
|
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
||||||||||
|
|
(Dollars in thousands)
|
||||||||||||||||||
Balance sheet data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Investments at fair value
|
|
$
|
887,223
|
|
|
$
|
977,277
|
|
|
$
|
1,037,907
|
|
|
$
|
1,016,284
|
|
|
$
|
1,121,856
|
|
Cash and cash equivalents
|
|
78,759
|
|
|
52,615
|
|
|
107,088
|
|
|
191,850
|
|
|
12,427
|
|
|||||
Interest and fees receivable
|
|
7,409
|
|
|
4,892
|
|
|
10,190
|
|
|
7,807
|
|
|
6,009
|
|
|||||
Prepaid expenses and other current assets
|
|
439
|
|
|
947
|
|
|
1,660
|
|
|
1,855
|
|
|
2,732
|
|
|||||
Deferred income taxes
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,391
|
|
|||||
Deferred financing fees
|
|
1,231
|
|
|
3,480
|
|
|
2,700
|
|
|
5,186
|
|
|
252
|
|
|||||
Receivable from unsettled transactions
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22,910
|
|
|||||
Property and equipment, net
|
|
109
|
|
|
106
|
|
|
106
|
|
|
81
|
|
|
—
|
|
|||||
Total assets
|
|
$
|
975,170
|
|
|
$
|
1,039,317
|
|
|
$
|
1,159,651
|
|
|
$
|
1,223,063
|
|
|
$
|
1,167,577
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable and accrued liabilities
|
|
$
|
7,145
|
|
|
$
|
7,464
|
|
|
$
|
6,797
|
|
|
$
|
9,863
|
|
|
$
|
5,026
|
|
Interest payable
|
|
3,365
|
|
|
3,714
|
|
|
3,997
|
|
|
3,997
|
|
|
750
|
|
|||||
Taxes payable
|
|
2,506
|
|
|
735
|
|
|
490
|
|
|
796
|
|
|
301
|
|
|||||
Deferred income taxes
|
|
3,364
|
|
|
4,988
|
|
|
2,054
|
|
|
1,332
|
|
|
—
|
|
|||||
Payable from unsettled transactions
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
28,533
|
|
|||||
Borrowings under credit facilities
|
|
62,620
|
|
|
131,257
|
|
|
127,012
|
|
|
156,071
|
|
|
570,000
|
|
|||||
Notes
|
|
145,646
|
|
|
162,142
|
|
|
162,755
|
|
|
163,408
|
|
|
—
|
|
|||||
SBA-guaranteed debentures payable
|
|
219,697
|
|
|
220,649
|
|
|
245,390
|
|
|
246,321
|
|
|
—
|
|
|||||
Total liabilities
|
|
444,343
|
|
|
530,949
|
|
|
548,495
|
|
|
581,788
|
|
|
604,610
|
|
|||||
Net assets
|
|
530,827
|
|
|
508,368
|
|
|
611,156
|
|
|
641,275
|
|
|
562,967
|
|
|||||
Total liabilities and net assets
|
|
$
|
975,170
|
|
|
$
|
1,039,317
|
|
|
$
|
1,159,651
|
|
|
$
|
1,223,063
|
|
|
$
|
1,167,577
|
|
Other data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Weighted average yield on total investments(1)(2)
|
|
11.6
|
%
|
|
10.6
|
%
|
|
10.2
|
%
|
|
9.6
|
%
|
|
6.2
|
%
|
|||||
Number of portfolio companies
|
|
91
|
|
|
92
|
|
|
88
|
|
|
89
|
|
|
139
|
|
|||||
Expense ratios (as percentage of average net assets):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Base management fee (net), compensation and general and administrative expenses
|
|
4.4
|
%
|
|
4.4
|
%
|
|
5.0
|
%
|
|
3.2
|
%
|
|
9.0
|
%
|
|||||
Interest and other financing fees
|
|
4.4
|
|
|
5.1
|
|
|
4.8
|
|
|
4.4
|
|
|
3.8
|
|
|||||
Total expenses, net of base management fee waived
|
|
8.8
|
%
|
|
9.5
|
%
|
|
9.8
|
%
|
|
7.6
|
%
|
|
12.8
|
%
|
|||||
Ratio of total expenses, net of base management fee waived, including loss on extinguishment of debt and (provision for) benefit from taxes, to average net assets
|
|
9.5
|
%
|
|
9.8
|
%
|
|
9.9
|
%
|
|
7.7
|
%
|
|
14.3
|
%
|
(1)
|
Excludes non-accrual debt investments.
|
(2)
|
2018 weighted average yield of 6.2% represents the aggregate of the weighted average yield of the middle-market private debt portfolio and the syndicated senior loan portfolio. As of
December 31, 2018
the weighted average yield on our syndicated senior secured loan portfolio and our middle-market private debt portfolio was approximately 5.8% and 7.6%, respectively.
|
|
|
Cost
|
|
Percentage of
Total Portfolio
|
|
Fair Value
|
|
Percentage of
Total Portfolio
|
||||||
December 31, 2018:
|
|
|
|
|
|
|
|
|
||||||
Senior debt and 1
st
lien notes
|
|
$
|
1,120,401,043
|
|
|
95
|
%
|
|
$
|
1,068,436,847
|
|
|
95
|
%
|
Subordinated debt and 2
nd
lien notes
|
|
7,777,847
|
|
|
1
|
|
|
7,679,132
|
|
|
1
|
|
||
Equity shares
|
|
515,825
|
|
|
—
|
|
|
515,825
|
|
|
—
|
|
||
Short-term investments
|
|
45,223,941
|
|
|
4
|
|
|
45,223,941
|
|
|
4
|
|
||
|
|
$
|
1,173,918,656
|
|
|
100
|
%
|
|
$
|
1,121,855,745
|
|
|
100
|
%
|
December 31, 2017:
|
|
|
|
|
|
|
|
|
||||||
Senior debt and 1
st
lien notes
|
|
$
|
275,088,787
|
|
|
25
|
%
|
|
$
|
262,803,297
|
|
|
26
|
%
|
Subordinated debt and 2
nd
lien notes
|
|
710,543,854
|
|
|
63
|
|
|
589,548,358
|
|
|
58
|
|
||
Equity shares
|
|
134,301,587
|
|
|
12
|
|
|
162,543,691
|
|
|
16
|
|
||
Equity warrants
|
|
1,691,617
|
|
|
—
|
|
|
1,389,000
|
|
|
—
|
|
||
|
|
$
|
1,121,625,845
|
|
|
100
|
%
|
|
$
|
1,016,284,346
|
|
|
100
|
%
|
December 31, 2018
|
Senior Debt
and 1
st
Lien
Notes
|
|
Subordinated
Debt and 2
nd
Lien Notes
|
|
Equity
Shares
|
|
Equity
Warrants
|
|
Short-term Investments
|
|
Total
|
||||||||||||
Fair value, beginning of period
|
$
|
262,803,297
|
|
|
$
|
589,548,358
|
|
|
$
|
162,543,691
|
|
|
$
|
1,389,000
|
|
|
$
|
—
|
|
|
$
|
1,016,284,346
|
|
New investments
|
1,563,590,508
|
|
|
15,793,789
|
|
|
3,086,424
|
|
|
—
|
|
|
1,363,333,538
|
|
|
2,945,804,259
|
|
||||||
Investment reclass
|
8,617,000
|
|
|
(8,617,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Proceeds from sales of investments
|
(405,187,718
|
)
|
|
—
|
|
|
(36,265,416
|
)
|
|
(708
|
)
|
|
(1,318,109,597
|
)
|
|
(1,759,563,439
|
)
|
||||||
Proceeds from sales of investments to BSP
|
(234,603,624
|
)
|
|
(418,521,991
|
)
|
|
(132,723,128
|
)
|
|
(1,202,274
|
)
|
|
—
|
|
|
(787,051,017
|
)
|
||||||
Loan origination fees received
|
(3,937,106
|
)
|
|
(168,690
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,105,796
|
)
|
||||||
Principal repayments received
|
(43,281,056
|
)
|
|
(143,419,588
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(186,700,644
|
)
|
||||||
PIK interest earned
|
259,414
|
|
|
3,517,139
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,776,553
|
|
||||||
PIK interest payments received
|
(1,403,097
|
)
|
|
(2,494,389
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,897,486
|
)
|
||||||
Accretion of loan discounts
|
183,527
|
|
|
14,188
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
197,715
|
|
||||||
Accretion of deferred loan origination revenue
|
609,362
|
|
|
2,697,059
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,306,421
|
|
||||||
Realized gain (loss)
|
(43,212,056
|
)
|
|
(147,889,422
|
)
|
|
32,116,354
|
|
|
(488,635
|
)
|
|
—
|
|
|
(159,473,759
|
)
|
||||||
Unrealized appreciation (depreciation)
|
(36,001,604
|
)
|
|
117,219,679
|
|
|
(28,242,100
|
)
|
|
302,617
|
|
|
—
|
|
|
53,278,592
|
|
||||||
Fair value, end of period
|
$
|
1,068,436,847
|
|
|
$
|
7,679,132
|
|
|
$
|
515,825
|
|
|
$
|
—
|
|
|
$
|
45,223,941
|
|
|
$
|
1,121,855,745
|
|
December 31, 2017
|
Senior Debt
and 1
st
Lien
Notes
|
|
Subordinated
Debt and 2
nd
Lien Notes
|
|
Equity
Shares
|
|
Equity
Warrants
|
|
Total
|
||||||||||
Fair value, beginning of period
|
$
|
191,643,157
|
|
|
$
|
690,159,367
|
|
|
$
|
154,216,657
|
|
|
$
|
1,888,000
|
|
|
$
|
1,037,907,181
|
|
New investments
|
205,493,670
|
|
|
262,333,868
|
|
|
15,915,860
|
|
|
—
|
|
|
483,743,398
|
|
|||||
Investment reclass
|
(42,014,656
|
)
|
|
33,614,656
|
|
|
8,400,000
|
|
|
—
|
|
|
—
|
|
|||||
Proceeds from sales of investments
|
—
|
|
|
—
|
|
|
(29,065,946
|
)
|
|
(550,863
|
)
|
|
(29,616,809
|
)
|
|||||
Loan origination fees received
|
(2,938,834
|
)
|
|
(4,355,181
|
)
|
|
—
|
|
|
—
|
|
|
(7,294,015
|
)
|
|||||
Principal repayments received
|
(71,949,131
|
)
|
|
(302,112,732
|
)
|
|
—
|
|
|
—
|
|
|
(374,061,863
|
)
|
|||||
PIK interest earned
|
1,001,142
|
|
|
9,916,389
|
|
|
—
|
|
|
—
|
|
|
10,917,531
|
|
|||||
PIK interest payments received
|
(507,979
|
)
|
|
(12,431,539
|
)
|
|
—
|
|
|
—
|
|
|
(12,939,518
|
)
|
|||||
Accretion of loan discounts
|
57,778
|
|
|
419,114
|
|
|
—
|
|
|
—
|
|
|
476,892
|
|
|||||
Accretion of deferred loan origination revenue
|
1,490,694
|
|
|
4,846,747
|
|
|
—
|
|
|
—
|
|
|
6,337,441
|
|
|||||
Realized gain (loss)
|
(14,160,007
|
)
|
|
(35,323,325
|
)
|
|
(1,473,134
|
)
|
|
(1,912,237
|
)
|
|
(52,868,703
|
)
|
|||||
Unrealized appreciation (depreciation)
|
(5,312,537
|
)
|
|
(57,519,006
|
)
|
|
14,550,254
|
|
|
1,964,100
|
|
|
(46,317,189
|
)
|
|||||
Fair value, end of period
|
$
|
262,803,297
|
|
|
$
|
589,548,358
|
|
|
$
|
162,543,691
|
|
|
$
|
1,389,000
|
|
|
$
|
1,016,284,346
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Total investment income
|
|
$
|
80,223,625
|
|
|
$
|
123,004,632
|
|
|
$
|
113,679,557
|
|
Net operating expenses
|
|
80,284,347
|
|
|
50,766,815
|
|
|
54,802,684
|
|
|||
Net investment income (loss)
|
|
(60,722
|
)
|
|
72,237,817
|
|
|
58,876,873
|
|
|||
Net realized gains (losses)
|
|
(158,392,548
|
)
|
|
(51,599,927
|
)
|
|
1,985,048
|
|
|||
Net unrealized appreciation (depreciation)
|
|
53,746,145
|
|
|
(48,416,941
|
)
|
|
(26,170,244
|
)
|
|||
Loss on extinguishment of debt
|
|
(10,507,183
|
)
|
|
—
|
|
|
—
|
|
|||
Benefit from (provision for) taxes
|
|
932,172
|
|
|
(871,410
|
)
|
|
(435,245
|
)
|
|||
Net increase (decrease) in net assets resulting from operations
|
|
$
|
(114,282,136
|
)
|
|
$
|
(28,650,461
|
)
|
|
$
|
34,256,432
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Total interest income
|
|
$
|
68,398,617
|
|
|
$
|
98,039,869
|
|
|
$
|
87,390,603
|
|
Total dividend income
|
|
894,556
|
|
|
2,684,188
|
|
|
2,320,557
|
|
|||
Total fee and other income
|
|
5,168,901
|
|
|
10,648,016
|
|
|
8,385,865
|
|
|||
Total payment-in-kind interest income
|
|
3,776,554
|
|
|
10,917,531
|
|
|
15,234,419
|
|
|||
Interest income from cash and cash equivalents
|
|
1,984,997
|
|
|
715,028
|
|
|
348,113
|
|
|||
Total investment income
|
|
$
|
80,223,625
|
|
|
$
|
123,004,632
|
|
|
$
|
113,679,557
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Interest and other financing fees
|
|
$
|
23,887,331
|
|
|
$
|
29,261,030
|
|
|
$
|
26,720,572
|
|
Base Management Fee
|
|
4,218,628
|
|
|
—
|
|
|
—
|
|
|||
Compensation expenses
|
|
37,487,461
|
|
|
16,135,739
|
|
|
23,675,809
|
|
|||
General and administrative expenses
|
|
16,177,534
|
|
|
5,370,046
|
|
|
4,406,303
|
|
|||
Total operating expenses
|
|
81,770,954
|
|
|
50,766,815
|
|
|
54,802,684
|
|
|||
Base management fee waived
|
|
(1,486,607
|
)
|
|
—
|
|
|
—
|
|
|||
Net operating expenses
|
|
$
|
80,284,347
|
|
|
$
|
50,766,815
|
|
|
$
|
54,802,684
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Non-Control / Non-Affiliate investments
|
|
$
|
(130,870,385
|
)
|
|
$
|
(3,683,168
|
)
|
|
$
|
(2,413,750
|
)
|
Affiliate investments
|
|
9,939,330
|
|
|
(3,979,667
|
)
|
|
4,398,798
|
|
|||
Control investments
|
|
(38,542,704
|
)
|
|
(45,205,868
|
)
|
|
—
|
|
|||
Net realized gains (losses) on investments
|
|
(159,473,759
|
)
|
|
(52,868,703
|
)
|
|
1,985,048
|
|
|||
Foreign currency borrowings
|
|
1,081,211
|
|
|
1,268,776
|
|
|
—
|
|
|||
Net realized gains (losses)
|
|
$
|
(158,392,548
|
)
|
|
$
|
(51,599,927
|
)
|
|
$
|
1,985,048
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Non-Control / Non-Affiliate investments
|
|
$
|
27,025,025
|
|
|
$
|
(65,786,245
|
)
|
|
$
|
(9,079,811
|
)
|
Affiliate investments
|
|
3,197,568
|
|
|
(7,356,046
|
)
|
|
(5,473,012
|
)
|
|||
Control investments
|
|
24,387,532
|
|
|
27,547,274
|
|
|
(11,464,464
|
)
|
|||
Net unrealized appreciation (depreciation) on investments
|
|
54,610,125
|
|
|
(45,595,017
|
)
|
|
(26,017,287
|
)
|
|||
Foreign currency borrowings
|
|
(863,980
|
)
|
|
(2,821,924
|
)
|
|
(152,957
|
)
|
|||
Net unrealized appreciation (depreciation)
|
|
$
|
53,746,145
|
|
|
$
|
(48,416,941
|
)
|
|
$
|
(26,170,244
|
)
|
|
|
January 1, 2018 through
August 2, 2018 |
|
August 3, 2018 through
December 31, 2018 |
|
Year Ended Ended
December 31, 2018 (1) |
||||||
Investment income:
|
|
|
|
|
|
|
||||||
Interest income
|
|
$
|
48,166,613
|
|
|
$
|
20,232,004
|
|
|
$
|
68,398,617
|
|
Dividend income
|
|
693,779
|
|
|
200,777
|
|
|
894,556
|
|
|||
Fee and other income
|
|
4,926,632
|
|
|
242,269
|
|
|
5,168,901
|
|
|||
Payment-in-kind interest income
|
|
3,776,554
|
|
|
—
|
|
|
3,776,554
|
|
|||
Interest income from cash and cash equivalents
|
|
1,650,663
|
|
|
334,334
|
|
|
1,984,997
|
|
|||
Total investment income
|
|
59,214,241
|
|
|
21,009,384
|
|
|
80,223,625
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
||||||
Interest and other financing fees
|
|
19,144,380
|
|
|
4,742,951
|
|
|
23,887,331
|
|
|||
Base management fee
|
|
—
|
|
|
4,218,628
|
|
|
4,218,628
|
|
|||
Compensation expenses
|
|
37,282,803
|
|
|
204,658
|
|
|
37,487,461
|
|
|||
General and administrative expenses
|
|
14,333,177
|
|
|
1,844,357
|
|
|
16,177,534
|
|
|||
Total operating expenses
|
|
70,760,360
|
|
|
11,010,594
|
|
|
81,770,954
|
|
|||
Base management fee waived
|
|
—
|
|
|
(1,486,607
|
)
|
|
(1,486,607
|
)
|
|||
Net operating expenses
|
|
70,760,360
|
|
|
9,523,987
|
|
|
80,284,347
|
|
|||
Net investment income (loss)
|
|
(11,546,119
|
)
|
|
11,485,397
|
|
|
(60,722
|
)
|
|||
Realized and unrealized gains (losses) on investments and foreign currency borrowings:
|
|
|
|
|
|
|
||||||
Net realized gains (losses)(2)
|
|
(162,288,479
|
)
|
|
3,895,931
|
|
|
(158,392,548
|
)
|
|||
Net unrealized appreciation (depreciation)(3)
|
|
109,442,320
|
|
|
(55,696,175
|
)
|
|
53,746,145
|
|
|||
Net realized and unrealized losses
|
|
(52,846,159
|
)
|
|
(51,800,244
|
)
|
|
(104,646,403
|
)
|
|||
Loss on extinguishment of debt
|
|
(10,507,183
|
)
|
|
—
|
|
|
(10,507,183
|
)
|
|||
Benefit from (provision for) taxes
|
|
(612,990
|
)
|
|
1,545,162
|
|
|
932,172
|
|
|||
Net decrease in net assets resulting from operations
|
|
$
|
(75,512,451
|
)
|
|
$
|
(38,769,685
|
)
|
|
$
|
(114,282,136
|
)
|
Net investment income (loss) per share—basic and diluted
|
|
$
|
(0.24
|
)
|
|
$
|
0.22
|
|
|
$
|
—
|
|
Net decrease in net assets resulting from operations per share—basic and diluted
|
|
$
|
(1.57
|
)
|
|
$
|
(0.74
|
)
|
|
$
|
(2.29
|
)
|
Weighted average shares outstanding—basic and diluted
|
|
$
|
47,979,262
|
|
|
$
|
52,615,060
|
|
|
$
|
49,897,085
|
|
For the quarter ended:
|
|
Total
companies
|
|
Percent of total
investments at
fair value(1)
|
March 31, 2016
|
|
18
|
|
27%
|
June 30, 2016
|
|
19
|
|
30%
|
September 30, 2016
|
|
19
|
|
33%
|
December 31, 2016
|
|
20
|
|
33%
|
March 31, 2017
|
|
18
|
|
30%
|
June 30, 2017
|
|
20
|
|
29%
|
September 30, 2017
|
|
22
|
|
25%
|
December 31, 2017
|
|
21
|
|
35%
|
March 31, 2018
|
|
14
|
|
24%
|
June 30, 2018
|
|
23
|
|
47%
|
(1)
|
Exclusive of the fair value of new investments made during the quarter.
|
•
|
financial standing of the issuer of the security;
|
•
|
comparison of the business and financial plan of the issuer with actual results;
|
•
|
the size of the security held;
|
•
|
pending reorganization activity affecting the issuer, such as merger or debt restructuring;
|
•
|
ability of the issuer to obtain needed financing;
|
•
|
changes in the economy affecting the issuer;
|
•
|
financial statements and reports from portfolio company senior management and ownership;
|
•
|
the type of security, the security’s cost at the date of purchase and any contractual restrictions on the disposition of the security;
|
•
|
information as to any transactions or offers with respect to the security and/or sales to third parties of similar securities;
|
•
|
the issuer’s ability to make payments and the type of collateral;
|
•
|
the current and forecasted earnings of the issuer;
|
•
|
statistical ratios compared to lending standards and to other similar securities;
|
•
|
pending public offering of common stock by the issuer of the security;
|
•
|
special reports prepared by analysts; and
|
•
|
any other factors we deem pertinent with respect to a particular investment.
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Recurring Fee Income:
|
|
|
|
|
|
||||||
Amortization of loan origination fees
|
$
|
1,374,049
|
|
|
$
|
2,445,485
|
|
|
$
|
2,161,711
|
|
Management, valuation and other fees
|
427,628
|
|
|
940,361
|
|
|
1,024,213
|
|
|||
Total Recurring Fee Income
|
1,801,677
|
|
|
3,385,846
|
|
|
3,185,924
|
|
|||
Non-Recurring Fee Income:
|
|
|
|
|
|
||||||
Prepayment fees
|
1,191,943
|
|
|
2,688,814
|
|
|
1,903,251
|
|
|||
Acceleration of unamortized loan origination fees
|
1,932,367
|
|
|
4,202,078
|
|
|
2,406,688
|
|
|||
Advisory, loan amendment and other fees
|
242,914
|
|
|
371,278
|
|
|
890,002
|
|
|||
Total Non-Recurring Fee Income
|
3,367,224
|
|
|
7,262,170
|
|
|
5,199,941
|
|
|||
Total Fee Income
|
$
|
5,168,901
|
|
|
$
|
10,648,016
|
|
|
$
|
8,385,865
|
|
Portfolio Company
|
Investment Type
|
December 31, 2018
|
||
Aveanna Healthcare Holdings, Inc. (f/k/a BCPE Eagle Buyer LLC)
|
Delayed Draw Term Loan
|
$
|
804,620
|
|
JS Held, LLC
|
Delayed Draw Term Loan
|
2,275,039
|
|
|
Lighthouse Autism Center
|
Delayed Draw Term Loan
|
6,172,840
|
|
|
Smile Brands, Inc.
|
Delayed Draw Term Loan
|
1,325,699
|
|
|
Transportation Insight, LLC
|
Delayed Draw Term Loan
|
5,516,932
|
|
|
US Legal Support, Inc.
|
Delayed Draw Term Loan
|
3,153,265
|
|
|
Total unused commitments
|
|
$
|
19,248,395
|
|
|
|
Total
|
|
2019
|
|
2020-2021
|
|
2022-2023
|
|
2024-Future
|
||||||||||
August 2018 Credit Facility borrowings
|
|
$
|
570,000,000
|
|
|
$
|
190,000,000
|
|
|
$
|
380,000,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest and fees on August 2018 Credit Facility(1)
|
|
27,445,008
|
|
|
18,904,662
|
|
|
8,540,346
|
|
|
—
|
|
|
—
|
|
|||||
Unused commitments to extend financing
|
|
19,248,395
|
|
|
19,248,395
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
|
$
|
616,693,403
|
|
|
$
|
228,153,057
|
|
|
$
|
388,540,346
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(1)
|
Amounts represent (i) credit facility commitment fees calculated on the unused amount, which was $180.0 million as of
December 31, 2018
, (ii) interest expense calculated at a rate of 3.654% of outstanding credit facility borrowings, which were $570.0 million as of
December 31, 2018
and (iii) annual fees of the credit facility administrative agent.
|
•
|
a maximum of 2.5% of the amount of shares of our common stock outstanding if shares trade below NAV per share but in excess of 90% of NAV per share; and
|
•
|
a maximum of 5.0% of the amount of shares of our common stock outstanding if shares trade below 90% of NAV per share.
|
|
Page
|
Number
|
|
Exhibit
|
|
|
|
2.1
|
|
|
|
|
|
3.1
|
|
|
|
|
|
3.2
|
|
|
|
|
|
3.3
|
|
|
|
|
|
3.4
|
|
|
|
|
Number
|
|
Exhibit
|
3.5
|
|
|
|
|
|
3.6
|
|
|
|
|
|
4.1
|
|
|
|
|
|
4.2
|
|
|
|
|
|
4.3
|
|
|
|
|
|
10.1
|
|
|
|
|
|
10.2
|
|
|
|
|
|
10.3
|
|
|
|
|
|
10.4
|
|
|
|
|
|
10.5
|
|
|
|
|
|
10.6
|
|
|
|
|
|
10.7
|
|
|
|
|
|
10.8
|
|
|
|
|
|
10.9
|
|
|
|
|
|
10.10
|
|
|
|
|
|
Number
|
|
Exhibit
|
10.11†
|
|
|
|
|
|
10.12†
|
|
|
|
|
|
10.13†
|
|
|
|
|
|
10.14†
|
|
|
|
|
|
21.1
|
|
|
|
|
|
31.1
|
|
|
|
|
|
31.2
|
|
|
|
|
|
32.1
|
|
|
|
|
|
32.2
|
|
†
|
Management contract or compensatory plan or arrangement.
|
*
|
Filed herewith.
|
**
|
Furnished herewith.
|
|
|
BARINGS BDC, INC.
|
||
|
|
|||
|
|
By:
|
|
/s/ Eric Lloyd
|
|
|
|
|
Name: Eric Lloyd
|
|
|
|
|
Title: Chief Executive Officer
|
Signature
|
|
Title
|
|
Date
|
/s/ Eric Lloyd
|
|
Chief Executive Officer and Director
(Principal Executive Officer)
|
|
February 27, 2019
|
Eric Lloyd
|
|
|
||
|
|
|
|
|
/s/ Ian Fowler
|
|
President
|
|
February 27, 2019
|
Ian Fowler
|
|
|
|
|
|
|
|
|
|
/s/ Jonathan Bock
|
|
Chief Financial Officer
(Principal Financial Officer)
|
|
February 27, 2019
|
Jonathan Bock
|
|
|
||
|
|
|
|
|
/s/ C. Robert Knox, Jr.
|
|
Controller (Principal Accounting Officer)
|
|
February 27, 2019
|
C. Robert Knox, Jr.
|
|
|
|
|
|
|
|
|
|
/s/ Michael Freno
|
|
Chairman of the Board
|
|
February 27, 2019
|
Michael Freno
|
|
|
|
|
|
|
|
|
|
/s/ Tom Finke
|
|
Director
|
|
February 27, 2019
|
Tom Finke
|
|
|
|
|
|
|
|
|
|
/s/ Mark F. Mulhern
|
|
Director
|
|
February 27, 2019
|
Mark F. Mulhern
|
|
|
|
|
|
|
|
|
|
/s/ Thomas W. Okel
|
|
Director
|
|
February 27, 2019
|
Thomas W. Okel
|
|
|
|
|
|
|
|
|
|
/s/ Jill Olmstead
|
|
Director
|
|
February 27, 2019
|
Jill Olmstead
|
|
|
|
|
|
|
|
|
|
/s/ John A. Switzer
|
|
Director
|
|
February 27, 2019
|
John A. Switzer
|
|
|
|
|
|
|
Page
|
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
|
|
December 31,
|
||||||
|
|
2018
|
|
2017
|
||||
Assets:
|
|
|
|
|
||||
Investments at fair value:
|
|
|
|
|
||||
Non-Control / Non-Affiliate investments (cost of $1,128,694,715 and $910,150,765 at December 31, 2018 and 2017, respectively)
|
|
$
|
1,076,631,804
|
|
|
$
|
831,194,397
|
|
Affiliate investments (cost of $149,099,548 at December 31, 2017)
|
|
—
|
|
|
147,101,949
|
|
||
Control investments (cost of $62,375,532 at December 31, 2017)
|
|
—
|
|
|
37,988,000
|
|
||
Short-term investments (cost of $45,223,941 at December 31, 2018)
|
|
45,223,941
|
|
|
—
|
|
||
Total investments at fair value
|
|
1,121,855,745
|
|
|
1,016,284,346
|
|
||
Cash
|
|
12,426,982
|
|
|
191,849,697
|
|
||
Interest and fees receivable
|
|
6,008,700
|
|
|
7,806,887
|
|
||
Prepaid expenses and other assets
|
|
4,123,742
|
|
|
1,936,010
|
|
||
Deferred financing fees
|
|
251,908
|
|
|
5,186,672
|
|
||
Receivable from unsettled transactions
|
|
22,909,998
|
|
|
—
|
|
||
Total assets
|
|
$
|
1,167,577,075
|
|
|
$
|
1,223,063,612
|
|
Liabilities:
|
|
|
|
|
||||
Accounts payable and accrued liabilities
|
|
$
|
5,327,249
|
|
|
$
|
11,990,848
|
|
Interest payable
|
|
749,525
|
|
|
3,997,480
|
|
||
Payable from unsettled transactions
|
|
28,533,014
|
|
|
—
|
|
||
Borrowings under credit facilities
|
|
570,000,000
|
|
|
156,070,484
|
|
||
Notes, net of deferred financing fees
|
|
—
|
|
|
163,408,301
|
|
||
SBA-guaranteed debentures payable, net of deferred financing fees
|
|
—
|
|
|
246,321,125
|
|
||
Total liabilities
|
|
604,609,788
|
|
|
581,788,238
|
|
||
Commitments and contingencies (Note 9)
|
|
|
|
|
||||
Net Assets:
|
|
|
|
|
||||
Common stock, $0.001 par value per share (150,000,000 shares authorized, 51,284,064 and 47,740,832 shares issued and outstanding as of December 31, 2018 and 2017, respectively)
|
|
51,284
|
|
|
47,741
|
|
||
Additional paid in capital
|
|
884,894,249
|
|
|
823,614,881
|
|
||
Total distributable earnings (loss)
|
|
(321,978,246
|
)
|
|
(182,387,248
|
)
|
||
Total net assets
|
|
562,967,287
|
|
|
641,275,374
|
|
||
Total liabilities and net assets
|
|
$
|
1,167,577,075
|
|
|
$
|
1,223,063,612
|
|
Net asset value per share
|
|
$
|
10.98
|
|
|
$
|
13.43
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Investment income:
|
|
|
|
|
|
|
||||||
Interest income:
|
|
|
|
|
|
|
||||||
Non-Control / Non-Affiliate investments
|
|
$
|
61,223,025
|
|
|
$
|
83,421,527
|
|
|
$
|
73,110,821
|
|
Affiliate investments
|
|
5,580,051
|
|
|
13,462,551
|
|
|
13,262,066
|
|
|||
Control investments
|
|
644,805
|
|
|
1,155,791
|
|
|
1,017,716
|
|
|||
Short-term investments
|
|
950,736
|
|
|
—
|
|
|
—
|
|
|||
Total interest income
|
|
68,398,617
|
|
|
98,039,869
|
|
|
87,390,603
|
|
|||
Dividend income:
|
|
|
|
|
|
|
||||||
Non-Control / Non-Affiliate investments
|
|
252,369
|
|
|
2,364,569
|
|
|
912,304
|
|
|||
Affiliate investments
|
|
642,187
|
|
|
319,619
|
|
|
1,107,920
|
|
|||
Control investments
|
|
—
|
|
|
—
|
|
|
300,333
|
|
|||
Total dividend income
|
|
894,556
|
|
|
2,684,188
|
|
|
2,320,557
|
|
|||
Fee and other income:
|
|
|
|
|
|
|
||||||
Non-Control / Non-Affiliate investments
|
|
4,459,511
|
|
|
9,134,573
|
|
|
6,735,108
|
|
|||
Affiliate investments
|
|
601,571
|
|
|
1,106,151
|
|
|
1,250,757
|
|
|||
Control investments
|
|
107,819
|
|
|
407,292
|
|
|
400,000
|
|
|||
Total fee and other income
|
|
5,168,901
|
|
|
10,648,016
|
|
|
8,385,865
|
|
|||
Payment-in-kind interest income:
|
|
|
|
|
|
|
||||||
Non-Control / Non-Affiliate investments
|
|
2,814,474
|
|
|
8,367,457
|
|
|
11,113,845
|
|
|||
Affiliate investments
|
|
962,080
|
|
|
2,550,074
|
|
|
4,120,574
|
|
|||
Total payment-in-kind interest income
|
|
3,776,554
|
|
|
10,917,531
|
|
|
15,234,419
|
|
|||
Interest income from cash and cash equivalent investments
|
|
1,984,997
|
|
|
715,028
|
|
|
348,113
|
|
|||
Total investment income
|
|
80,223,625
|
|
|
123,004,632
|
|
|
113,679,557
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
||||||
Interest and other financing fees
|
|
23,887,331
|
|
|
29,261,030
|
|
|
26,720,572
|
|
|||
Base management fee (Note 2)
|
|
4,218,628
|
|
|
—
|
|
|
—
|
|
|||
Compensation expenses
|
|
37,487,461
|
|
|
16,135,739
|
|
|
23,675,809
|
|
|||
General and administrative expenses (Note 2)
|
|
16,177,534
|
|
|
5,370,046
|
|
|
4,406,303
|
|
|||
Total operating expenses
|
|
81,770,954
|
|
|
50,766,815
|
|
|
54,802,684
|
|
|||
Base management fee waived (Note 2)
|
|
(1,486,607
|
)
|
|
—
|
|
|
—
|
|
|||
Net operating expenses
|
|
80,284,347
|
|
|
50,766,815
|
|
|
54,802,684
|
|
|||
Net investment income (loss)
|
|
(60,722
|
)
|
|
72,237,817
|
|
|
58,876,873
|
|
Barings BDC, Inc.
Consolidated Statements of Operations - (Continued)
|
||||||||||||
|
||||||||||||
|
|
Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Realized and unrealized gains (losses) on investments and foreign currency borrowings:
|
|
|
|
|
|
|
||||||
Net realized gains (losses):
|
|
|
|
|
|
|
||||||
Non-Control / Non-Affiliate investments
|
|
$
|
(130,870,385
|
)
|
|
$
|
(3,683,168
|
)
|
|
$
|
(2,413,750
|
)
|
Affiliate investments
|
|
9,939,330
|
|
|
(3,979,667
|
)
|
|
4,398,798
|
|
|||
Control investments
|
|
(38,542,704
|
)
|
|
(45,205,868
|
)
|
|
—
|
|
|||
Net realized gains (losses) on investments
|
|
(159,473,759
|
)
|
|
(52,868,703
|
)
|
|
1,985,048
|
|
|||
Foreign currency borrowings
|
|
1,081,211
|
|
|
1,268,776
|
|
|
—
|
|
|||
Net realized gains (losses)
|
|
(158,392,548
|
)
|
|
(51,599,927
|
)
|
|
1,985,048
|
|
|||
Net unrealized appreciation (depreciation):
|
|
|
|
|
|
|
||||||
Non-Control / Non-Affiliate investments
|
|
27,025,025
|
|
|
(65,786,245
|
)
|
|
(9,079,811
|
)
|
|||
Affiliate investments
|
|
3,197,568
|
|
|
(7,356,046
|
)
|
|
(5,473,012
|
)
|
|||
Control investments
|
|
24,387,532
|
|
|
27,547,274
|
|
|
(11,464,464
|
)
|
|||
Net unrealized appreciation (depreciation) on investments
|
|
54,610,125
|
|
|
(45,595,017
|
)
|
|
(26,017,287
|
)
|
|||
Foreign currency borrowings
|
|
(863,980
|
)
|
|
(2,821,924
|
)
|
|
(152,957
|
)
|
|||
Net unrealized appreciation (depreciation)
|
|
53,746,145
|
|
|
(48,416,941
|
)
|
|
(26,170,244
|
)
|
|||
Net realized and unrealized losses on investments and foreign currency borrowings
|
|
(104,646,403
|
)
|
|
(100,016,868
|
)
|
|
(24,185,196
|
)
|
|||
Loss on extinguishment of debt
|
|
(10,507,183
|
)
|
|
—
|
|
|
—
|
|
|||
Benefit from (provision for) taxes
|
|
932,172
|
|
|
(871,410
|
)
|
|
(435,245
|
)
|
|||
Net increase (decrease) in net assets resulting from operations
|
|
$
|
(114,282,136
|
)
|
|
$
|
(28,650,461
|
)
|
|
$
|
34,256,432
|
|
Net investment income (loss) per share — basic and diluted
|
|
$
|
—
|
|
|
$
|
1.55
|
|
|
$
|
1.62
|
|
Net increase (decrease) in net assets resulting from operations per share — basic and diluted
|
|
$
|
(2.29
|
)
|
|
$
|
(0.62
|
)
|
|
$
|
0.94
|
|
Dividends/distributions per share:
|
|
|
|
|
|
|
|
|
|
|||
Total dividends/distributions
|
|
$
|
0.43
|
|
|
$
|
1.65
|
|
|
$
|
1.89
|
|
Weighted average number of shares outstanding — basic and diluted
|
|
49,897,085
|
|
|
46,497,977
|
|
|
36,405,024
|
|
|
|
Common Stock
|
|
Additional
Paid-In
Capital
|
|
Total Distributable Earnings (Loss)
|
|
|
|||||||||||
|
|
Number
of Shares
|
|
Par
Value
|
|
|
|
Total
Net Assets
|
|||||||||||
Balance, January 1, 2016
|
|
33,375,126
|
|
|
$
|
33,375
|
|
|
$
|
549,242,439
|
|
|
$
|
(40,908,059
|
)
|
|
$
|
508,367,755
|
|
Net investment income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
58,876,873
|
|
|
58,876,873
|
|
||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
10,331,464
|
|
|
—
|
|
|
10,331,464
|
|
||||
Net realized gain on investments / foreign currency
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,985,048
|
|
|
1,985,048
|
|
||||
Net unrealized depreciation on investments / foreign currency
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(26,170,244
|
)
|
|
(26,170,244
|
)
|
||||
Provision for taxes
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(435,245
|
)
|
|
(435,245
|
)
|
||||
Return of capital and other tax related adjustments
|
|
—
|
|
|
—
|
|
|
(484,037
|
)
|
|
484,037
|
|
|
—
|
|
||||
Dividends / distributions
|
|
160,948
|
|
|
160
|
|
|
3,075,393
|
|
|
(69,551,607
|
)
|
|
(66,476,054
|
)
|
||||
Public offering of common stock
|
|
6,742,362
|
|
|
6,742
|
|
|
129,119,482
|
|
|
—
|
|
|
129,126,224
|
|
||||
Issuance of restricted stock
|
|
364,605
|
|
|
365
|
|
|
(365
|
)
|
|
—
|
|
|
—
|
|
||||
Common stock withheld for payroll taxes upon vesting of restricted stock
|
|
(241,749
|
)
|
|
(241
|
)
|
|
(4,449,322
|
)
|
|
—
|
|
|
(4,449,563
|
)
|
||||
Balance, December 31, 2016
|
|
40,401,292
|
|
|
$
|
40,401
|
|
|
$
|
686,835,054
|
|
|
$
|
(75,719,197
|
)
|
|
$
|
611,156,258
|
|
Net investment income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
72,237,817
|
|
|
72,237,817
|
|
||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
6,022,861
|
|
|
—
|
|
|
6,022,861
|
|
||||
Net realized loss on investments / foreign currency
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(51,599,927
|
)
|
|
(51,599,927
|
)
|
||||
Net unrealized depreciation on investments / foreign currency
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(48,416,941
|
)
|
|
(48,416,941
|
)
|
||||
Provision for taxes
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(871,410
|
)
|
|
(871,410
|
)
|
||||
Return of capital and other tax related adjustments
|
|
—
|
|
|
—
|
|
|
(689,101
|
)
|
|
689,101
|
|
|
—
|
|
||||
Dividends / distributions
|
|
91,366
|
|
|
91
|
|
|
1,637,467
|
|
|
(78,706,691
|
)
|
|
(77,069,133
|
)
|
||||
Public offering of common stock
|
|
7,000,000
|
|
|
7,000
|
|
|
131,989,144
|
|
|
—
|
|
|
131,996,144
|
|
||||
Issuance of restricted stock
|
|
360,470
|
|
|
361
|
|
|
(361
|
)
|
|
—
|
|
|
—
|
|
||||
Common stock withheld for payroll taxes upon vesting of restricted stock
|
|
(112,296
|
)
|
|
(112
|
)
|
|
(2,180,183
|
)
|
|
—
|
|
|
(2,180,295
|
)
|
||||
Balance, December 31, 2017
|
|
47,740,832
|
|
|
$
|
47,741
|
|
|
$
|
823,614,881
|
|
|
$
|
(182,387,248
|
)
|
|
$
|
641,275,374
|
|
Net investment loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(60,722
|
)
|
|
(60,722
|
)
|
||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
14,229,633
|
|
|
—
|
|
|
14,229,633
|
|
||||
Net realized loss on investments / foreign currency
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(158,392,548
|
)
|
|
(158,392,548
|
)
|
||||
Net unrealized appreciation on investments / foreign currency
|
|
—
|
|
|
—
|
|
|
—
|
|
|
53,746,145
|
|
|
53,746,145
|
|
||||
Loss on extinguishment of debt
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,507,183
|
)
|
|
(10,507,183
|
)
|
||||
Income tax benefit
|
|
—
|
|
|
—
|
|
|
—
|
|
|
932,172
|
|
|
932,172
|
|
||||
Return of capital and other tax related adjustments
|
|
—
|
|
|
—
|
|
|
5,085,295
|
|
|
(5,085,295
|
)
|
|
—
|
|
||||
Dividends / distributions
|
|
—
|
|
|
|
|
|
(850,745
|
)
|
|
(20,223,567
|
)
|
|
(21,074,312
|
)
|
||||
Issuance of shares to Adviser
|
|
8,529,917
|
|
|
8,530
|
|
|
99,831,315
|
|
|
—
|
|
|
99,839,845
|
|
||||
Purchase of shares in tender offer
|
|
(4,901,961
|
)
|
|
(4,902
|
)
|
|
(50,997,387
|
)
|
|
—
|
|
|
(51,002,289
|
)
|
||||
Issuance of restricted stock
|
|
435,106
|
|
|
435
|
|
|
(435
|
)
|
|
—
|
|
|
—
|
|
||||
Common stock withheld for payroll taxes upon vesting of restricted stock
|
|
(519,830
|
)
|
|
(520
|
)
|
|
(6,018,308
|
)
|
|
—
|
|
|
(6,018,828
|
)
|
||||
Balance, December 31, 2018
|
|
51,284,064
|
|
|
$
|
51,284
|
|
|
$
|
884,894,249
|
|
|
$
|
(321,978,246
|
)
|
|
$
|
562,967,287
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
||||||
Net increase (decrease) in net assets resulting from operations
|
|
$
|
(114,282,136
|
)
|
|
$
|
(28,650,461
|
)
|
|
$
|
34,256,432
|
|
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash used in operating activities:
|
|
|
|
|
|
|
||||||
Purchases of portfolio investments
|
|
(1,553,937,707
|
)
|
|
(483,743,398
|
)
|
|
(319,466,966
|
)
|
|||
Repayments received/sales of portfolio investments
|
|
606,803,725
|
|
|
403,678,672
|
|
|
236,692,865
|
|
|||
Proceeds from sale of portfolio to Asset Buyer
|
|
793,281,722
|
|
|
—
|
|
|
—
|
|
|||
Purchases of short-term investments
|
|
(1,363,333,538
|
)
|
|
—
|
|
|
—
|
|
|||
Sales of short-term investments
|
|
1,318,109,597
|
|
|
—
|
|
|
—
|
|
|||
Loan origination and other fees received
|
|
4,105,796
|
|
|
7,294,015
|
|
|
5,813,991
|
|
|||
Net realized (gains) losses on investments
|
|
159,473,759
|
|
|
52,868,703
|
|
|
(1,985,048
|
)
|
|||
Net realized gain on foreign currency borrowings
|
|
(1,081,211
|
)
|
|
(1,268,776
|
)
|
|
—
|
|
|||
Net unrealized (appreciation) depreciation on investments
|
|
(53,278,592
|
)
|
|
46,317,189
|
|
|
28,951,901
|
|
|||
Net unrealized depreciation on foreign currency borrowings
|
|
863,980
|
|
|
2,821,924
|
|
|
152,957
|
|
|||
Payment-in-kind interest accrued, net of payments received
|
|
120,933
|
|
|
2,021,987
|
|
|
(5,671,705
|
)
|
|||
Amortization of deferred financing fees
|
|
1,758,226
|
|
|
2,514,459
|
|
|
2,226,066
|
|
|||
Loss on extinguishment of debt
|
|
10,507,183
|
|
|
—
|
|
|
—
|
|
|||
Loss on disposal of property and equipment
|
|
22,236
|
|
|
—
|
|
|
—
|
|
|||
Accretion of loan origination and other fees
|
|
(3,306,421
|
)
|
|
(6,337,441
|
)
|
|
(4,568,399
|
)
|
|||
Amortization/accretion of purchased loan premium/discount
|
|
(197,715
|
)
|
|
(476,892
|
)
|
|
(397,104
|
)
|
|||
Accretion of discount on SBA-guaranteed debentures payable
|
|
—
|
|
|
—
|
|
|
31,899
|
|
|||
Depreciation expense
|
|
27,414
|
|
|
65,857
|
|
|
70,108
|
|
|||
Stock-based compensation
|
|
14,229,633
|
|
|
6,022,861
|
|
|
10,331,464
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
||||||
Interest and fees receivable
|
|
(5,991,755
|
)
|
|
2,382,901
|
|
|
(5,297,642
|
)
|
|||
Prepaid expenses and other assets
|
|
(2,268,881
|
)
|
|
(195,291
|
)
|
|
(712,502
|
)
|
|||
Accounts payable and accrued liabilities
|
|
(6,665,600
|
)
|
|
2,650,212
|
|
|
(3,846,693
|
)
|
|||
Interest payable
|
|
(3,247,955
|
)
|
|
540
|
|
|
282,470
|
|
|||
Net cash provided by (used in) operating activities
|
|
(198,287,307
|
)
|
|
7,967,061
|
|
|
(23,135,906
|
)
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
|
||||||
Purchases of property and equipment
|
|
—
|
|
|
(40,512
|
)
|
|
(70,904
|
)
|
|||
Proceeds from sales of property and equipment
|
|
31,499
|
|
|
—
|
|
|
—
|
|
|||
Net cash used in investing activities
|
|
31,499
|
|
|
(40,512
|
)
|
|
(70,904
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
|
||||||
Borrowings under SBA-guaranteed debentures payable
|
|
—
|
|
|
—
|
|
|
32,800,000
|
|
|||
Repayments of SBA-guaranteed debentures payable
|
|
(250,000,000
|
)
|
|
—
|
|
|
(7,800,000
|
)
|
|||
Borrowings under credit facilities
|
|
574,100,000
|
|
|
141,700,000
|
|
|
104,901,849
|
|
|||
Repayments of credit facilities
|
|
(159,953,253
|
)
|
|
(114,194,139
|
)
|
|
(109,300,000
|
)
|
|||
Redemption of notes
|
|
(166,750,000
|
)
|
|
—
|
|
|
—
|
|
|||
Financing fees paid
|
|
(308,070
|
)
|
|
(3,417,092
|
)
|
|
(1,123,401
|
)
|
|||
Net proceeds related to issuance of common stock
|
|
99,839,845
|
|
|
131,996,144
|
|
|
129,126,224
|
|
|||
Common stock withheld for taxes upon vesting of restricted stock
|
|
(6,018,828
|
)
|
|
(2,180,295
|
)
|
|
(4,449,563
|
)
|
|||
Cash dividends/distributions paid
|
|
(21,074,312
|
)
|
|
(77,069,133
|
)
|
|
(66,476,054
|
)
|
|||
Purchase of common stock in tender offer
|
|
(51,002,289
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash provided by financing activities
|
|
18,833,093
|
|
|
76,835,485
|
|
|
77,679,055
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
|
(179,422,715
|
)
|
|
84,762,034
|
|
|
54,472,245
|
|
|||
Cash, beginning of year
|
|
191,849,697
|
|
|
107,087,663
|
|
|
52,615,418
|
|
|||
Cash, end of year
|
|
$
|
12,426,982
|
|
|
$
|
191,849,697
|
|
|
$
|
107,087,663
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
|
||||||
Cash paid for interest
|
|
$
|
23,630,783
|
|
|
$
|
25,587,590
|
|
|
$
|
23,366,963
|
|
Summary of non-cash financing transactions:
|
|
|
|
|
|
|
||||||
Dividends paid through DRIP share issuances
|
|
$
|
—
|
|
|
$
|
1,637,558
|
|
|
$
|
3,075,553
|
|
Barings BDC, Inc.
Consolidated Schedule of Investments
December 31, 2018
|
||||||||||||||||
Portfolio Company
|
|
Industry
|
|
Type of Investment
(1) (2)
|
|
Principal
Amount
|
|
Cost
|
|
Fair
Value
|
||||||
Non–Control / Non–Affiliate Investments:
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
24 Hour Fitness Worldwide, Inc. (1.6%)*
(4)
|
|
Leisure Facilities
|
|
First Lien Senior Secured Term Loan (LIBOR + 3.5%, 6.0% Cash, Due 05/25)
|
|
$
|
9,452,500
|
|
|
$
|
9,543,878
|
|
|
$
|
9,224,033
|
|
|
|
|
|
9,452,500
|
|
|
9,543,878
|
|
|
9,224,033
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Accelerate Learning (1.5%)*
(5)
|
|
Education Services
|
|
First Lien Senior Secured Term Loan (LIBOR + 4.5%, 7.0% Cash, Due 12/24)
|
|
8,455,827
|
|
|
8,287,632
|
|
|
8,234,888
|
|
|||
|
|
|
|
8,455,827
|
|
|
8,287,632
|
|
|
8,234,888
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Accurus Aerospace (4.3%)*
(5)
|
|
Aerospace & Defense
|
|
First Lien Senior Secured Term Loan (LIBOR + 4.5%, 7.0% Cash, Due 10/24)
|
|
25,000,000
|
|
|
24,636,436
|
|
|
24,312,943
|
|
|||
|
|
|
|
|
25,000,000
|
|
|
24,636,436
|
|
|
24,312,943
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Acrisure, LLC (1.7%)*
(4)
|
|
Property & Casualty Insurance
|
|
First Lien Senior Secured Term Loan (LIBOR + 4.25%, 6.8% Cash, Due 11/23)
|
|
9,949,622
|
|
|
10,011,600
|
|
|
9,620,091
|
|
|||
|
|
|
|
9,949,622
|
|
|
10,011,600
|
|
|
9,620,091
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
ADMI Corp. (0.6%)*
(4)
|
|
Health Care Services
|
|
First Lien Senior Secured Term Loan (LIBOR + 3.0%, 5.5% Cash, Due 04/25)
|
|
3,482,500
|
|
|
3,495,133
|
|
|
3,302,559
|
|
|||
|
|
|
|
3,482,500
|
|
|
3,495,133
|
|
|
3,302,559
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
AlixPartners LLP (1.4%)*
(4)
|
|
Investment Banking & Brokerage
|
|
First Lien Senior Secured Term Loan (LIBOR + 2.75%, 5.3% Cash, Due 04/24)
|
|
8,058,987
|
|
|
8,103,759
|
|
|
7,725,104
|
|
|||
|
|
|
|
8,058,987
|
|
|
8,103,759
|
|
|
7,725,104
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Alliant Holdings LP (0.8%)*
(4)
|
|
Property & Casualty Insurance
|
|
First Lien Senior Secured Term Loan (LIBOR + 2.75%, 5.2% Cash, Due 05/25)
|
|
4,972,506
|
|
|
4,980,447
|
|
|
4,689,372
|
|
|||
|
|
|
|
4,972,506
|
|
|
4,980,447
|
|
|
4,689,372
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
American Airlines Group Inc. (2.3%)*
(3) (4)
|
|
Airport Services
|
|
First Lien Senior Secured Term Loan (LIBOR + 1.75%, 4.3% Cash, Due 06/25)
|
|
13,985,519
|
|
|
13,734,123
|
|
|
13,058,978
|
|
|||
|
|
|
|
13,985,519
|
|
|
13,734,123
|
|
|
13,058,978
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
American Dental Partners, Inc. (1.7%)*
|
|
Health Care Services
|
|
First Lien Senior Secured Term Loan (LIBOR + 4.25%, 7.1% Cash, Due 03/23)
|
|
10,000,000
|
|
|
9,975,555
|
|
|
9,850,000
|
|
|||
|
|
|
|
10,000,000
|
|
|
9,975,555
|
|
|
9,850,000
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Amscan Holdings Inc. (0.4%)*
(3) (4)
|
|
Specialty Stores
|
|
First Lien Senior Secured Term Loan (LIBOR + 2.75%, 5.0% Cash, Due 08/22)
|
|
2,411,098
|
|
|
2,428,340
|
|
|
2,321,694
|
|
|||
|
|
|
|
2,411,098
|
|
|
2,428,340
|
|
|
2,321,694
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Apex Tool Group, LLC (1.3%)*
(4)
|
|
Industrial Machinery
|
|
First Lien Senior Secured Term Loan (LIBOR + 3.75%, 6.3% Cash, Due 02/22)
|
|
7,335,300
|
|
|
7,364,994
|
|
|
7,056,558
|
|
|||
|
|
|
7,335,300
|
|
|
7,364,994
|
|
|
7,056,558
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Applied Systems Inc. (1.6%)*
(4)
|
|
Application Software
|
|
First Lien Senior Secured Term Loan (LIBOR + 3.0%, 5.5% Cash, Due 09/24)
|
|
9,313,068
|
|
|
9,380,593
|
|
|
8,855,144
|
|
|||
|
|
|
|
9,313,068
|
|
|
9,380,593
|
|
|
8,855,144
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Ascend Learning, LLC (1.3%)*
(4)
|
|
IT Consulting & Other Services
|
|
First Lien Senior Secured Term Loan (LIBOR + 3.0%, 5.5% Cash, Due 07/24)
|
|
7,959,698
|
|
|
7,981,529
|
|
|
7,502,015
|
|
|||
|
|
|
7,959,698
|
|
|
7,981,529
|
|
|
7,502,015
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
AssuredPartners Capital, Inc. (2.0%)*
(4)
|
|
Property & Casualty Insurance
|
|
First Lien Senior Secured Term Loan (LIBOR + 3.25%, 5.8% Cash, Due 10/24)
|
|
11,951,703
|
|
|
11,975,322
|
|
|
11,257,070
|
|
|||
|
|
|
11,951,703
|
|
|
11,975,322
|
|
|
11,257,070
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Aveanna Healthcare Holdings, Inc. (f/k/a BCPE Eagle Buyer LLC) (0.7%)*
(4) (5)
|
|
Health Care Facilities
|
|
First Lien Senior Secured Term Loan (LIBOR + 4.25%, 6.8% Cash, Due 03/24)
|
|
1,488,712
|
|
|
1,469,694
|
|
|
1,384,502
|
|
|||
|
|
First Lien Senior Secured Term Loan (LIBOR + 5.5%, 8.0% Cash, Due 03/24)
|
|
2,751,801
|
|
|
2,752,766
|
|
|
2,641,729
|
|
|||||
|
|
|
|
4,240,513
|
|
|
4,222,460
|
|
|
4,026,231
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
AVSC Holding Corp. (1.3%)*
(4)
|
|
Advertising
|
|
First Lien Senior Secured Term Loan (LIBOR + 3.25%, 5.9% Cash, Due 03/25)
|
|
7,959,900
|
|
|
7,917,296
|
|
|
7,522,105
|
|
|||
|
|
|
|
7,959,900
|
|
|
7,917,296
|
|
|
7,522,105
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2018
|
||||||||||||||||
Portfolio Company
|
|
Industry
|
|
Type of Investment
(1) (2)
|
|
Principal
Amount
|
|
Cost
|
|
Fair
Value
|
||||||
Bausch Health Companies Inc. (1.5%)*
(3) (4)
|
|
Health Care Services
|
|
First Lien Senior Secured Term Loan (LIBOR + 3.0%, 5.4% Cash, Due 05/25)
|
|
$
|
8,820,910
|
|
|
$
|
8,866,316
|
|
|
$
|
8,406,856
|
|
|
|
|
|
8,820,910
|
|
|
8,866,316
|
|
|
8,406,856
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
BDP International, Inc. (4.3%)*
(5)
|
|
Air Freight & Logistics
|
|
First Lien Senior Secured Term Loan (LIBOR + 5.25%, 8.1% Cash, Due 12/24)
|
|
25,000,000
|
|
|
24,502,972
|
|
|
24,347,685
|
|
|||
|
|
|
|
25,000,000
|
|
|
24,502,972
|
|
|
24,347,685
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Berlin Packaging LLC (1.4%)*
(4)
|
|
Forest Products /Containers
|
|
First Lien Senior Secured Term Loan (LIBOR + 3.0%, 5.4% Cash, Due 11/25)
|
|
8,457,500
|
|
|
8,477,268
|
|
|
7,944,045
|
|
|||
|
|
|
|
8,457,500
|
|
|
8,477,268
|
|
|
7,944,045
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Blackhawk Network Holdings Inc (1.7%)*
(4)
|
|
Data Processing & Outsourced Services
|
|
First Lien Senior Secured Term Loan (LIBOR + 3.0%, 5.5% Cash, Due 06/25)
|
|
9,974,937
|
|
|
9,974,937
|
|
|
9,470,006
|
|
|||
|
|
|
|
9,974,937
|
|
|
9,974,937
|
|
|
9,470,006
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Brookfield WEC Holdings Inc. (0.1%)*
(4)
|
|
Construction & Engineering
|
|
First Lien Senior Secured Term Loan (LIBOR + 3.75%, 6.3% Cash, Due 08/25)
|
|
500,000
|
|
|
504,904
|
|
|
483,305
|
|
|||
|
|
|
|
500,000
|
|
|
504,904
|
|
|
483,305
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Brown Machine LLC (1.0%)*
(5)
|
|
Industrial equipment
|
|
First Lien Senior Secured Term Loan (LIBOR + 5.25%, 7.8% Cash, Due 10/24)
|
|
5,568,910
|
|
|
5,502,125
|
|
|
5,431,063
|
|
|||
|
|
|
|
5,568,910
|
|
|
5,502,125
|
|
|
5,431,063
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Cadent (fka Cross MediaWorks) (1.4%)*
(5)
|
|
Media & Entertainment
|
|
First Lien Senior Secured Term Loan (LIBOR + 5.5%, 7.7% Cash, Due 09/23)
|
|
7,966,133
|
|
|
7,891,122
|
|
|
7,793,161
|
|
|||
|
|
|
|
7,966,133
|
|
|
7,891,122
|
|
|
7,793,161
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Caesars Entertainment Corp. (0.5%)*
(3)
(4)
|
|
Casinos & Gaming
|
|
First Lien Senior Secured Term Loan (LIBOR + 2.75%, 5.3% Cash, Due 12/24)
|
|
3,134,171
|
|
|
3,153,038
|
|
|
3,004,322
|
|
|||
|
|
|
|
3,134,171
|
|
|
3,153,038
|
|
|
3,004,322
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Callaway Golf Co. (0.6%)*
(3) (4)
|
|
Leisure Products
|
|
First Lien Senior Secured Term Loan (LIBOR + 4.5%, 7.3% Cash, Due 12/25)
|
|
3,266,060
|
|
|
3,200,739
|
|
|
3,225,234
|
|
|||
|
|
|
|
3,266,060
|
|
|
3,200,739
|
|
|
3,225,234
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Calpine Corp. (0.8%)*
(4)
|
|
Independent Power Producers & Energy Traders
|
|
First Lien Senior Secured Term Loan7 (LIBOR + 2.5%, 5.3% Cash, Due 05/23)
|
|
129,118
|
|
|
129,583
|
|
|
122,379
|
|
|||
|
|
First Lien Senior Secured Term Loan5 (LIBOR + 2.5%, 5.3% Cash, Due 01/24)
|
|
4,497,510
|
|
|
4,513,817
|
|
|
4,264,899
|
|
|||||
|
|
|
|
4,626,628
|
|
|
4,643,400
|
|
|
4,387,278
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Capital Automotive LLC (2.0%)*
(4)
|
|
Automotive Retail
|
|
First Lien Senior Secured Term Loan (LIBOR + 2.5%, 5.0% Cash, Due 03/24)
|
|
11,939,394
|
|
|
11,966,567
|
|
|
11,443,909
|
|
|||
|
|
|
|
11,939,394
|
|
|
11,966,567
|
|
|
11,443,909
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Carlyle Group L.P., (The) (f/k/a
Nautilus Power, LLC) (0.6%)* (4) |
|
Independent Power Producers & Energy Traders
|
|
First Lien Senior Secured Term Loan (LIBOR + 4.25%, 6.8% Cash, Due 05/24)
|
|
3,487,410
|
|
|
3,504,691
|
|
|
3,434,227
|
|
|||
|
|
|
|
3,487,410
|
|
|
3,504,691
|
|
|
3,434,227
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Charter Communications Inc. (0.8%)*
(3) (4)
|
|
Cable & Satellite
|
|
First Lien Senior Secured Term Loan (LIBOR + 2.0%, 4.5% Cash, Due 04/25)
|
|
4,585,127
|
|
|
4,493,899
|
|
|
4,385,124
|
|
|||
|
|
|
|
4,585,127
|
|
|
4,493,899
|
|
|
4,385,124
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Concentra Inc. (0.5%)*
(4)
|
|
Health Care Services
|
|
First Lien Senior Secured Term Loan (LIBOR + 2.75%, 5.1% Cash, Due 06/22)
|
|
3,000,000
|
|
|
3,028,601
|
|
|
2,865,000
|
|
|||
|
|
|
|
3,000,000
|
|
|
3,028,601
|
|
|
2,865,000
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Consolidated Container Co. LLC (1.3%)*
(4)
|
|
Metal & Glass Containers
|
|
First Lien Senior Secured Term Loan (LIBOR + 2.75%, 5.3% Cash, Due 05/24)
|
|
7,462,312
|
|
|
7,485,496
|
|
|
7,114,045
|
|
|||
|
|
|
|
7,462,312
|
|
|
7,485,496
|
|
|
7,114,045
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Container Store Group, Inc., (The) (0.5%)*
(3) (4) (5)
|
|
Retail
|
|
First Lien Senior Secured Term Loan (LIBOR + 5.0%, 7.5% Cash, Due 09/23)
|
|
3,124,404
|
|
|
3,126,010
|
|
|
2,858,830
|
|
|||
|
|
|
|
3,124,404
|
|
|
3,126,010
|
|
|
2,858,830
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Core & Main LP (1.7%)*
(4)
|
|
Building Products
|
|
First Lien Senior Secured Term Loan (LIBOR + 3.0%, 5.7% Cash, Due 08/24)
|
|
9,974,811
|
|
|
10,022,554
|
|
|
9,617,414
|
|
|||
|
|
|
|
9,974,811
|
|
|
10,022,554
|
|
|
9,617,414
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2018
|
||||||||||||||||
Portfolio Company
|
|
Industry
|
|
Type of Investment
(1) (2)
|
|
Principal
Amount
|
|
Cost
|
|
Fair
Value
|
||||||
Covia Holdings Corporation (Unimin Corporation) (0.3%)*
(3)
(4)
|
|
Diversified Metals & Mining
|
|
First Lien Senior Secured Term Loan (LIBOR + 3.75%, 6.6% Cash, Due 06/25)
|
|
$
|
2,435,500
|
|
|
$
|
2,444,146
|
|
|
$
|
1,753,560
|
|
|
|
|
|
2,435,500
|
|
|
2,444,146
|
|
|
1,753,560
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
CPG Intermediate LLC (f/k/a Encapsys, LLC) (0.4%)*
|
|
Specialty Chemicals
|
|
First Lien Senior Secured Term Loan (LIBOR + 3.25%, 6.0% Cash, Due 11/24)
|
|
2,172,331
|
|
|
2,174,889
|
|
|
2,108,964
|
|
|||
|
|
|
|
2,172,331
|
|
|
2,174,889
|
|
|
2,108,964
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
CPI International Inc. (0.8%)*
(4)
|
|
Electronic Components
|
|
First Lien Senior Secured Term Loan (LIBOR + 3.5%, 6.0% Cash, Due 07/24)
|
|
4,795,633
|
|
|
4,803,762
|
|
|
4,631,766
|
|
|||
|
|
|
|
4,795,633
|
|
|
4,803,762
|
|
|
4,631,766
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
CVS Holdings I, LP (MyEyeDr) (0.3%)*
(4)
|
|
Health Care Supplies
|
|
First Lien Senior Secured Term Loan (LIBOR + 3.0%, 5.3% Cash, Due 02/25)
|
|
1,953,701
|
|
|
1,952,568
|
|
|
1,846,248
|
|
|||
|
|
|
|
1,953,701
|
|
|
1,952,568
|
|
|
1,846,248
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Dimora Brands, Inc. (0.5%)*
|
|
Building Products
|
|
First Lien Senior Secured Term Loan (LIBOR + 3.5%, 6.0% Cash, Due 08/24)
|
|
2,984,887
|
|
|
2,988,439
|
|
|
2,839,373
|
|
|||
|
|
|
|
2,984,887
|
|
|
2,988,439
|
|
|
2,839,373
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Dole Food Co. Inc. (2.4%)*
(4)
|
|
Packaged Foods & Meats
|
|
First Lien Senior Secured Term Loan (LIBOR + 2.75%, 5.3% Cash, Due 04/24)
|
|
13,919,794
|
|
|
13,927,211
|
|
|
13,484,800
|
|
|||
|
|
|
|
13,919,794
|
|
|
13,927,211
|
|
|
13,484,800
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Dresser Natural Gas Solutions (2.1%)*
(5)
|
|
Natural Gas
|
|
First Lien Senior Secured Term Loan (LIBOR + 4.25%, 6.8% Cash, Due 10/25)
|
|
12,115,385
|
|
|
12,056,896
|
|
|
11,903,574
|
|
|||
|
|
|
|
12,115,385
|
|
|
12,056,896
|
|
|
11,903,574
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Duff & Phelps Corporation (2.2%)*
(4)
|
|
Research & Consulting Services
|
|
First Lien Senior Secured Term Loan (LIBOR + 3.25%, 5.8% Cash, Due 02/25)
|
|
13,341,288
|
|
|
13,378,119
|
|
|
12,593,642
|
|
|||
|
|
|
|
13,341,288
|
|
|
13,378,119
|
|
|
12,593,642
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Edelman Financial Group, Inc. (1.8%)*
(4)
|
|
Investment Banking & Brokerage
|
|
First Lien Senior Secured Term Loan (LIBOR + 3.25%, 5.7% Cash, Due 07/25)
|
|
10,486,000
|
|
|
10,569,223
|
|
|
10,074,005
|
|
|||
|
|
|
|
10,486,000
|
|
|
10,569,223
|
|
|
10,074,005
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Endo International PLC (1.3%)*
(3) (4)
|
|
Pharmaceuticals
|
|
First Lien Senior Secured Term Loan (LIBOR + 4.25%, 6.8% Cash, Due 04/24)
|
|
7,959,596
|
|
|
8,032,969
|
|
|
7,521,818
|
|
|||
|
|
|
|
7,959,596
|
|
|
8,032,969
|
|
|
7,521,818
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Equian Buyer Corp. (0.6%)*
(4)
|
|
Health Care Services
|
|
First Lien Senior Secured Term Loan (LIBOR + 3.25%, 5.8% Cash, Due 05/24)
|
|
3,482,323
|
|
|
3,488,194
|
|
|
3,358,701
|
|
|||
|
|
|
|
3,482,323
|
|
|
3,488,194
|
|
|
3,358,701
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Exelon Corp. (0.5%)*
(3)
(4)
|
|
Electric Utilities
|
|
First Lien Senior Secured Term Loan (LIBOR + 3.0%, 5.7% Cash, Due 11/24)
|
|
3,000,000
|
|
|
3,028,710
|
|
|
2,835,000
|
|
|||
|
|
|
|
3,000,000
|
|
|
3,028,710
|
|
|
2,835,000
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Eyemart Express (0.6%)*
(4)
|
|
Retail
|
|
First Lien Senior Secured Term Loan (LIBOR + 3.0%, 5.5% Cash, Due 08/24)
|
|
3,478,637
|
|
|
3,490,449
|
|
|
3,365,581
|
|
|||
|
|
|
|
3,478,637
|
|
|
3,490,449
|
|
|
3,365,581
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Fieldwood Energy LLC (1.7%)*
(4)
|
|
Oil & Gas Equipment & Services
|
|
First Lien Senior Secured Term Loan (LIBOR + 5.25%, 7.8% Cash, Due 04/22)
|
|
10,000,000
|
|
|
10,091,054
|
|
|
9,318,800
|
|
|||
|
|
|
|
10,000,000
|
|
|
10,091,054
|
|
|
9,318,800
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Filtration Group Corporation (1.9%)*
(4)
|
|
Industrial Machinery
|
|
First Lien Senior Secured Term Loan (LIBOR + 3.0%, 5.5% Cash, Due 03/25)
|
|
10,944,862
|
|
|
11,032,278
|
|
|
10,525,346
|
|
|||
|
|
|
|
10,944,862
|
|
|
11,032,278
|
|
|
10,525,346
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Flex Acquisition Holdings, Inc. (1.7%)*
(4)
|
|
Paper Packaging
|
|
First Lien Senior Secured Term Loan (LIBOR + 3.25%, 5.6% Cash, Due 06/25)
|
|
9,972,500
|
|
|
9,993,054
|
|
|
9,419,026
|
|
|||
|
|
|
|
9,972,500
|
|
|
9,993,054
|
|
|
9,419,026
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Gardner Denver Inc. (0.3%)*
(3) (4)
|
|
Industrial Machinery
|
|
First Lien Senior Secured Term Loan (LIBOR + 2.75%, 5.3% Cash, Due 07/24)
|
|
1,682,557
|
|
|
1,694,790
|
|
|
1,621,043
|
|
|||
|
|
|
|
1,682,557
|
|
|
1,694,790
|
|
|
1,621,043
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2018
|
||||||||||||||||
Portfolio Company
|
|
Industry
|
|
Type of Investment
(1) (2)
|
|
Principal
Amount
|
|
Cost
|
|
Fair
Value
|
||||||
GlobalTranz (0.5%)*
(5)
|
|
Transportation Services
|
|
Second Lien Senior Secured Term Loan (LIBOR + 8.0%, 10.5% Cash, Due 10/26)
|
|
$
|
2,980,874
|
|
|
$
|
2,937,205
|
|
|
$
|
2,900,969
|
|
|
|
|
|
2,980,874
|
|
|
2,937,205
|
|
|
2,900,969
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
GMS Inc. (1.2%)*
(3) (4)
|
|
Construction & Engineering
|
|
First Lien Senior Secured Term Loan (LIBOR + 2.75%, 5.3% Cash, Due 06/25)
|
|
7,481,203
|
|
|
7,440,285
|
|
|
7,032,331
|
|
|||
|
|
|
|
7,481,203
|
|
|
7,440,285
|
|
|
7,032,331
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Graftech International Ltd. (1.8%)*
(3) (4) (5)
|
|
Specialty Chemicals
|
|
First Lien Senior Secured Term Loan (LIBOR + 3.5%, 6.0% Cash, Due 02/25)
|
|
10,725,000
|
|
|
10,812,431
|
|
|
10,135,125
|
|
|||
|
|
|
|
10,725,000
|
|
|
10,812,431
|
|
|
10,135,125
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Gray Television Inc. (0.1)*
(3) (4)
|
|
Broadcasting
|
|
First Lien Senior Secured Term Loan (LIBOR + 2.25%, 4.6% Cash, Due 02/24)
|
|
655,812
|
|
|
641,096
|
|
|
627,940
|
|
|||
|
|
|
|
655,812
|
|
|
641,096
|
|
|
627,940
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Gulf Finance, LLC (0.1)*
(4)
|
|
Oil & Gas Exploration & Production
|
|
First Lien Senior Secured Term Loan (LIBOR + 5.25%, 7.9% Cash, Due 08/23)
|
|
1,069,652
|
|
|
900,943
|
|
|
811,598
|
|
|||
|
|
|
|
1,069,652
|
|
|
900,943
|
|
|
811,598
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Hanley Wood LLC (2.2%)*
(5)
|
|
Advertising
|
|
First Lien Senior Secured Term Loan (LIBOR + 6.25%, 9.0% Cash, Due 12/24)
|
|
12,500,000
|
|
|
12,190,695
|
|
|
12,375,000
|
|
|||
|
|
|
|
12,500,000
|
|
|
12,190,695
|
|
|
12,375,000
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Harbor Freight Tools USA Inc.(1.0%)*
(4)
|
|
Specialty Stores
|
|
First Lien Senior Secured Term Loan (LIBOR + 2.5%, 5.0% Cash, Due 08/23)
|
|
5,994,942
|
|
|
5,934,386
|
|
|
5,640,880
|
|
|||
|
|
|
|
5,994,942
|
|
|
5,934,386
|
|
|
5,640,880
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Hayward Industries, Inc. (1.4%)*
(4)
|
|
Leisure Products
|
|
First Lien Senior Secured Term Loan (LIBOR + 3.5%, 6.0% Cash, Due 08/24)
|
|
8,457,179
|
|
|
8,488,506
|
|
|
8,115,340
|
|
|||
|
|
|
|
8,457,179
|
|
|
8,488,506
|
|
|
8,115,340
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Healthline Media, Inc (2.2%)*
(5)
|
|
Healthcare
|
|
First Lien Senior Secured Term Loan (LIBOR + 4.75%, 7.6% Cash, Due 11/24)
|
|
12,840,895
|
|
|
12,588,998
|
|
|
12,434,145
|
|
|||
|
|
|
|
12,840,895
|
|
|
12,588,998
|
|
|
12,434,145
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Hertz Corporation (The) (1.0%)*
(3) (4)
|
|
Rental & Leasing Services
|
|
First Lien Senior Secured Term Loan (LIBOR + 2.75%, 5.3% Cash, Due 06/23)
|
|
5,938,303
|
|
|
5,927,654
|
|
|
5,696,555
|
|
|||
|
|
|
|
5,938,303
|
|
|
5,927,654
|
|
|
5,696,555
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Holley Performance Products (Holley Purchaser, Inc.) (3.9%)*
(5)
|
|
Packaging
|
|
First Lien Senior Secured Term Loan (LIBOR + 5.0%, 7.5% Cash, Due 10/25)
|
|
22,535,000
|
|
|
22,204,286
|
|
|
21,971,625
|
|
|||
|
|
|
|
22,535,000
|
|
|
22,204,286
|
|
|
21,971,625
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Hub International Limited (1.7%)*
(4)
|
|
Property & Casualty Insurance
|
|
First Lien Senior Secured Term Loan (LIBOR + 2.75%, 5.2% Cash, Due 04/25)
|
|
10,333,075
|
|
|
10,347,614
|
|
|
9,735,720
|
|
|||
|
|
|
|
10,333,075
|
|
|
10,347,614
|
|
|
9,735,720
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Husky Injection Molding Systems Ltd. (1.7%)*
(3) (4)
|
|
Industrial Machinery
|
|
First Lien Senior Secured Term Loan (LIBOR + 3.0%, 5.5% Cash, Due 03/25)
|
|
10,790,581
|
|
|
10,369,552
|
|
|
9,841,873
|
|
|||
|
|
|
|
10,790,581
|
|
|
10,369,552
|
|
|
9,841,873
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Hyland Software Inc. (1.5%)*
(4)
|
|
Technology Distributors
|
|
First Lien Senior Secured Term Loan (LIBOR + 3.5%, 6.0% Cash, Due 07/24)
|
|
8,715,134
|
|
|
8,776,016
|
|
|
8,427,535
|
|
|||
|
|
|
|
8,715,134
|
|
|
8,776,016
|
|
|
8,427,535
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Immucor Inc. (0.4%)*
(4)
|
|
Healthcare
|
|
First Lien Senior Secured Term Loan (LIBOR + 5.0%, 7.8% Cash, Due 06/21)
|
|
2,491,354
|
|
|
2,524,676
|
|
|
2,444,641
|
|
|||
|
|
|
|
2,491,354
|
|
|
2,524,676
|
|
|
2,444,641
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Infor Software Parent, LLC (1.4%)*
(4)
|
|
Systems Software
|
|
First Lien Senior Secured Term Loan (LIBOR + 2.75%, 5.3% Cash, Due 02/22)
|
|
8,000,000
|
|
|
8,012,613
|
|
|
7,653,760
|
|
|||
|
|
|
|
8,000,000
|
|
|
8,012,613
|
|
|
7,653,760
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Intelsat S.A. (2.2%)*
(3) (4)
|
|
Broadcasting
|
|
First Lien Senior Secured Term Loan (LIBOR + 3.75%, 6.3% Cash, Due 11/23)
|
|
13,000,000
|
|
|
13,079,847
|
|
|
12,558,910
|
|
|||
|
|
|
|
13,000,000
|
|
|
13,079,847
|
|
|
12,558,910
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
ION Trading Technologies Ltd. (2.5%)*
(4) (5)
|
|
Electrical Components & Equipment
|
|
First Lien Senior Secured Term Loan (LIBOR + 4.0%, 6.5% Cash, Due 11/24)
|
|
14,819,339
|
|
|
14,786,308
|
|
|
13,967,227
|
|
|||
|
|
|
|
14,819,339
|
|
|
14,786,308
|
|
|
13,967,227
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2018
|
||||||||||||||||
Portfolio Company
|
|
Industry
|
|
Type of Investment
(1) (2)
|
|
Principal
Amount
|
|
Cost
|
|
Fair
Value
|
||||||
IRB Holding Corporation (1.3%)*
(4)
|
|
Food Retail
|
|
First Lien Senior Secured Term Loan (LIBOR + 3.25%, 5.7% Cash, Due 02/25)
|
|
$
|
7,969,854
|
|
|
$
|
7,989,532
|
|
|
$
|
7,583,316
|
|
|
|
|
|
7,969,854
|
|
|
7,989,532
|
|
|
7,583,316
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Jaguar Holding Company I (0.8%)*
(4)
|
|
Life Sciences Tools & Services
|
|
First Lien Senior Secured Term Loan (LIBOR + 2.5%, 5.0% Cash, Due 08/22)
|
|
4,974,227
|
|
|
4,975,425
|
|
|
4,713,080
|
|
|||
|
|
|
|
4,974,227
|
|
|
4,975,425
|
|
|
4,713,080
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
JS Held, LLC (3.1%)*
(5)
|
|
Property & Casualty Insurance
|
|
First Lien Senior Secured Term Loan (LIBOR + 4.5%, 7.3% Cash, Due 09/24)
|
|
17,593,912
|
|
|
17,403,946
|
|
|
17,179,827
|
|
|||
|
|
|
|
17,593,912
|
|
|
17,403,946
|
|
|
17,179,827
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Kenan Advantage Group Inc. (1.4%)*
(4)
|
|
Trucking
|
|
First Lien Senior Secured Term Loan (LIBOR + 3.0%, 5.5% Cash, Due 07/22)
|
|
8,449,929
|
|
|
8,442,949
|
|
|
8,138,380
|
|
|||
|
|
|
|
8,449,929
|
|
|
8,442,949
|
|
|
8,138,380
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
K-Mac Holdings Corp (0.6%)*
(4)
|
|
Restaurants
|
|
First Lien Senior Secured Term Loan (LIBOR + 3.25%, 5.8% Cash, Due 03/25)
|
|
3,482,456
|
|
|
3,492,379
|
|
|
3,310,527
|
|
|||
|
|
|
|
3,482,456
|
|
|
3,492,379
|
|
|
3,310,527
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Kronos Inc. (1.9%)*
(4)
|
|
Application Software
|
|
First Lien Senior Secured Term Loan (LIBOR + 3.0%, 5.5% Cash, Due 11/23)
|
|
11,505,463
|
|
|
11,551,608
|
|
|
10,910,976
|
|
|||
|
|
|
|
11,505,463
|
|
|
11,551,608
|
|
|
10,910,976
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Lighthouse Autism Center (1.1%)*
(5)
|
|
Healthcare and Pharmaceuticals
|
|
First Lien Senior Secured Term Loan (LIBOR + 5.75%, 8.1% Cash, Due 09/24)
|
|
6,157,408
|
|
|
5,891,621
|
|
|
5,817,408
|
|
|||
|
|
Class A LLC Units (154,320 units)
|
|
|
|
154,320
|
|
|
154,320
|
|
||||||
|
|
|
|
6,157,408
|
|
|
6,045,941
|
|
|
5,971,728
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Lindstrom (Metric Enterprises, Inc.) (1.2%)*
(5)
|
|
Capital Equipment
|
|
First Lien Senior Secured Term Loan (LIBOR + 4.5%, 7.0% Cash, Due 09/24)
|
|
7,023,012
|
|
|
6,972,814
|
|
|
6,885,353
|
|
|||
|
|
|
|
7,023,012
|
|
|
6,972,814
|
|
|
6,885,353
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
LTI Holdings, Inc. (2.0%)*
(4)
|
|
Industrial Conglomerates
|
|
First Lien Senior Secured Term Loan (LIBOR + 3.5%, 6.0% Cash, Due 09/25)
|
|
11,970,000
|
|
|
12,035,076
|
|
|
11,241,865
|
|
|||
|
|
|
|
11,970,000
|
|
|
12,035,076
|
|
|
11,241,865
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Mallinckrodt Plc (1.9%)*
(3) (4)
|
|
Health Care Services
|
|
First Lien Senior Secured Term Loan (LIBOR + 2.75%, 5.6% Cash, Due 09/24)
|
|
11,753,810
|
|
|
11,679,642
|
|
|
10,754,736
|
|
|||
|
|
|
|
11,753,810
|
|
|
11,679,642
|
|
|
10,754,736
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Men's Wearhouse, Inc. (The) (1.7%)*
(3) (4)
|
|
Apparel Retail
|
|
First Lien Senior Secured Term Loan (LIBOR + 3.25%, 5.6% Cash, Due 04/25)
|
|
9,974,874
|
|
|
10,073,027
|
|
|
9,588,348
|
|
|||
|
|
|
|
9,974,874
|
|
|
10,073,027
|
|
|
9,588,348
|
|
|||||
|
|
|
|
|
|
|
||||||||||
Micro Holding Corp. (1.8%)*
|
|
Internet Software & Services
|
|
First Lien Senior Secured Term Loan (LIBOR + 3.25%, 5.8% Cash, Due 12/24)
(5)
|
|
2,712,876
|
|
|
2,725,787
|
|
|
2,590,796
|
|
|||
|
|
First Lien Senior Secured Term Loan (LIBOR + 3.75%, 6.3% Cash, Due 09/24)
(4)
|
|
7,959,698
|
|
|
8,017,449
|
|
|
7,531,864
|
|
|||||
|
|
|
|
10,672,574
|
|
|
10,743,236
|
|
|
10,122,660
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
NFP Corp. (1.4%)*
(4)
|
|
Specialized Finance
|
|
First Lien Senior Secured Term Loan (LIBOR + 3.0%, 5.5% Cash, Due 01/24)
|
|
8,630,128
|
|
|
8,628,301
|
|
|
8,144,684
|
|
|||
|
|
|
|
8,630,128
|
|
|
8,628,301
|
|
|
8,144,684
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
NVA Holdings, Inc. (1.3%)*
(4)
|
|
Health Care Facilities
|
|
First Lien Senior Secured Term Loan (LIBOR + 2.75%, 5.3% Cash, Due 02/25)
|
|
7,916,170
|
|
|
7,900,214
|
|
|
7,441,200
|
|
|||
|
|
|
|
7,916,170
|
|
|
7,900,214
|
|
|
7,441,200
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Omaha Holdings LLC (1.7%)*
(4)
|
|
Auto Parts & Equipment
|
|
First Lien Senior Secured Term Loan (LIBOR + 2.75%, 5.3% Cash, Due 03/24)
|
|
9,949,622
|
|
|
10,021,886
|
|
|
9,430,351
|
|
|||
|
|
|
|
9,949,622
|
|
|
10,021,886
|
|
|
9,430,351
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Omnitracs, LLC.(1.4%)*
(4)
|
|
Application Software
|
|
First Lien Senior Secured Term Loan (LIBOR + 2.75%, 5.6% Cash, Due 03/25)
|
|
8,435,312
|
|
|
8,407,343
|
|
|
7,933,411
|
|
|||
|
|
|
|
8,435,312
|
|
|
8,407,343
|
|
|
7,933,411
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Ortho-Clinical Diagnostics Bermuda Co. Ltd. (1.9%)*
(4)
|
|
Health Care Services
|
|
First Lien Senior Secured Term Loan (LIBOR + 3.25%, 5.8% Cash, Due 06/25)
|
|
11,520,080
|
|
|
11,524,382
|
|
|
10,659,645
|
|
|||
|
|
|
|
11,520,080
|
|
|
11,524,382
|
|
|
10,659,645
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2018
|
||||||||||||||||
Portfolio Company
|
|
Industry
|
|
Type of Investment
(1) (2)
|
|
Principal
Amount
|
|
Cost
|
|
Fair
Value
|
||||||
PAREXEL International Corp. (1.2%)*
(4)
|
|
Pharmaceuticals
|
|
First Lien Senior Secured Term Loan (LIBOR + 2.75%, 5.3% Cash, Due 09/24)
|
|
$
|
7,470,248
|
|
|
$
|
7,436,079
|
|
|
$
|
6,732,561
|
|
|
|
|
|
7,470,248
|
|
|
7,436,079
|
|
|
6,732,561
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Penn Engineering & Manufacturing Corp. (0.3%)*
(4)
|
|
Industrial Conglomerates
|
|
First Lien Senior Secured Term Loan (LIBOR + 2.75%, 5.3% Cash, Due 06/24)
|
|
1,989,899
|
|
|
2,006,604
|
|
|
1,916,929
|
|
|||
|
|
|
|
1,989,899
|
|
|
2,006,604
|
|
|
1,916,929
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Phoenix Services International LLC (0.5%)*
(4)
|
|
Steel
|
|
First Lien Senior Secured Term Loan (LIBOR + 3.75%, 6.1% Cash, Due 03/25)
|
|
2,984,962
|
|
|
2,996,845
|
|
|
2,868,042
|
|
|||
|
|
|
|
2,984,962
|
|
|
2,996,845
|
|
|
2,868,042
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
PMHC II, Inc. (0.1%)*
|
|
Diversified Chemicals
|
|
First Lien Senior Secured Term Loan (LIBOR + 3.5%, 6.2% Cash, Due 03/25)
|
|
621,867
|
|
|
625,543
|
|
|
565,899
|
|
|||
|
|
|
|
621,867
|
|
|
625,543
|
|
|
565,899
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
PODS Enterprises, Inc. (1.4%)*
(4)
|
|
Packaging
|
|
First Lien Senior Secured Term Loan (LIBOR + 2.75%, 5.2% Cash, Due 12/24)
|
|
7,959,712
|
|
|
7,985,095
|
|
|
7,608,132
|
|
|||
|
|
|
|
7,959,712
|
|
|
7,985,095
|
|
|
7,608,132
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Prime Security Services Borrower, LLC (2.1%)*
(3) (4)
|
|
Security & Alarm Services
|
|
First Lien Senior Secured Term Loan (LIBOR + 2.75%, 5.3% Cash, Due 05/22)
|
|
12,593,945
|
|
|
12,633,406
|
|
|
11,976,842
|
|
|||
|
|
|
|
12,593,945
|
|
|
12,633,406
|
|
|
11,976,842
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Pro Mach Inc. (1.0%)*
(4)
|
|
Industrial Machinery
|
|
First Lien Senior Secured Term Loan (LIBOR + 3.0%, 5.4% Cash, Due 03/25)
|
|
5,969,925
|
|
|
5,950,852
|
|
|
5,659,011
|
|
|||
|
|
|
|
5,969,925
|
|
|
5,950,852
|
|
|
5,659,011
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
ProAmpac Intermediate Inc. (1.7%)*
(4)
|
|
Packaged Foods & Meats
|
|
First Lien Senior Secured Term Loan (LIBOR + 3.5%, 6.0% Cash, Due 11/23)
|
|
9,947,995
|
|
|
9,962,292
|
|
|
9,475,466
|
|
|||
|
|
|
|
9,947,995
|
|
|
9,962,292
|
|
|
9,475,466
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Qlik Technologies Inc. (Alpha Intermediate Holding, Inc.) (1.3%)*
(4)
|
|
Application Software
|
|
First Lien Senior Secured Term Loan (LIBOR + 3.5%, 5.9% Cash, Due 04/24)
|
|
7,436,794
|
|
|
7,443,394
|
|
|
7,139,322
|
|
|||
|
|
|
|
7,436,794
|
|
|
7,443,394
|
|
|
7,139,322
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Red Ventures, LLC (1.9%)*
(4)
|
|
Advertising
|
|
First Lien Senior Secured Term Loan (LIBOR + 3.0%, 5.5% Cash, Due 11/24)
|
|
10,966,554
|
|
|
11,103,689
|
|
|
10,418,227
|
|
|||
|
|
|
|
10,966,554
|
|
|
11,103,689
|
|
|
10,418,227
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
RedPrairie Holding, Inc (1.7%)*
(4)
|
|
Computer Storage & Peripherals
|
|
First Lien Senior Secured Term Loan (LIBOR + 2.75%, 5.3% Cash, Due 10/23)
|
|
9,949,239
|
|
|
10,022,004
|
|
|
9,564,203
|
|
|||
|
|
|
|
9,949,239
|
|
|
10,022,004
|
|
|
9,564,203
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Renaissance Learning, Inc. (0.9%)*
(4)
|
|
Application Software
|
|
First Lien Senior Secured Term Loan (LIBOR + 3.25%, 5.8% Cash, Due 05/25)
|
|
5,446,052
|
|
|
5,441,904
|
|
|
5,041,029
|
|
|||
|
|
|
|
5,446,052
|
|
|
5,441,904
|
|
|
5,041,029
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Reynolds Group Holdings Ltd. (2.6%)*
(4)
|
|
Packaging
|
|
First Lien Senior Secured Term Loan (LIBOR + 2.75%, 5.3% Cash, Due 02/23)
|
|
15,421,320
|
|
|
15,498,970
|
|
|
14,650,254
|
|
|||
|
|
|
|
15,421,320
|
|
|
15,498,970
|
|
|
14,650,254
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Sabre Holdings Corp (0.2%)*
(4)
|
|
Data Processing & Outsourced Services
|
|
First Lien Senior Secured Term Loan (LIBOR + 2.0%, 4.5% Cash, Due 02/24)
|
|
914,018
|
|
|
895,738
|
|
|
882,786
|
|
|||
|
|
|
|
914,018
|
|
|
895,738
|
|
|
882,786
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
SCI Packaging Inc. (f/k/a BWAY Holding Company) (2.3%)*
(4)
|
|
Metal & Glass Containers
|
|
First Lien Senior Secured Term Loan (LIBOR + 3.25%, 5.7% Cash, Due 04/24)
|
|
13,929,293
|
|
|
13,906,708
|
|
|
13,070,274
|
|
|||
|
|
|
|
13,929,293
|
|
|
13,906,708
|
|
|
13,070,274
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Seadrill Ltd. (1.4%)*
(4)
|
|
Oil & Gas Equipment & Services
|
|
First Lien Senior Secured Term Loan (LIBOR + 6.0%, 8.8% Cash, Due 02/21)
|
|
9,918,283
|
|
|
9,372,499
|
|
|
7,742,509
|
|
|||
|
|
|
|
9,918,283
|
|
|
9,372,499
|
|
|
7,742,509
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Seaworld Entertainment, Inc. (1.4%)*
(3) (4)
|
|
Leisure Facilities
|
|
First Lien Senior Secured Term Loan (LIBOR + 3.0%, 5.5% Cash, Due 03/24)
|
|
8,456,962
|
|
|
8,446,134
|
|
|
8,055,256
|
|
|||
|
|
|
|
8,456,962
|
|
|
8,446,134
|
|
|
8,055,256
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Serta Simmons Bedding LLC (0.4%)*
(4)
|
|
Home Furnishings
|
|
First Lien Senior Secured Term Loan (LIBOR + 3.5%, 5.9% Cash, Due 11/23)
|
|
2,992,386
|
|
|
2,704,234
|
|
|
2,493,645
|
|
|||
|
|
|
|
2,992,386
|
|
|
2,704,234
|
|
|
2,493,645
|
|
Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2018
|
||||||||||||||||
Portfolio Company
|
|
Industry
|
|
Type of Investment
(1) (2)
|
|
Principal
Amount
|
|
Cost
|
|
Fair
Value
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
SIWF Holdings, Inc. (f/k/a Springs Industries Inc.) (1.6%)*
(4)
|
|
Home Furnishings
|
|
First Lien Senior Secured Term Loan (LIBOR + 4.25%, 6.7% Cash, Due 06/25)
|
|
$
|
9,445,430
|
|
|
$
|
9,507,419
|
|
|
$
|
9,156,211
|
|
|
|
|
|
9,445,430
|
|
|
9,507,419
|
|
|
9,156,211
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
SK Blue Holdings, LP (0.7%)*
(4) (5)
|
|
Commodity Chemicals
|
|
First Lien Senior Secured Term Loan (LIBOR + 4.75%, 7.2% Cash, Due 10/25)
|
|
4,202,638
|
|
|
4,200,204
|
|
|
4,034,533
|
|
|||
|
|
|
|
4,202,638
|
|
|
4,200,204
|
|
|
4,034,533
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
SmartBear (0.8%)*
(5)
|
|
High Tech Industries
|
|
Second Lien Senior Secured Term Loan (LIBOR + 8.0%, 10.4% Cash, Due 05/24)
|
|
4,959,088
|
|
|
4,840,642
|
|
|
4,778,162
|
|
|||
|
|
|
|
4,959,088
|
|
|
4,840,642
|
|
|
4,778,162
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Smile Brands Group Inc. (0.9%)*
(5)
|
|
Health Care Services
|
|
First Lien Senior Secured Term Loan (LIBOR + 4.5%, 7.1% Cash, Due 10/24)
|
|
5,043,318
|
|
|
4,981,982
|
|
|
4,912,691
|
|
|||
|
|
|
|
5,043,318
|
|
|
4,981,982
|
|
|
4,912,691
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Solenis Holdings, L.P. (1.4%)*
(4)
|
|
Specialty Chemicals
|
|
First Lien Senior Secured Term Loan (LIBOR + 4.0%, 6.7% Cash, Due 12/23)
|
|
7,960,000
|
|
|
8,010,373
|
|
|
7,681,400
|
|
|||
|
|
|
|
7,960,000
|
|
|
8,010,373
|
|
|
7,681,400
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
SonicWALL, Inc. (0.8%)*
(4)
|
|
Internet Software & Services
|
|
First Lien Senior Secured Term Loan (LIBOR + 3.5%, 6.1% Cash, Due 05/25)
|
|
4,500,000
|
|
|
4,502,358
|
|
|
4,289,985
|
|
|||
|
|
|
|
4,500,000
|
|
|
4,502,358
|
|
|
4,289,985
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Sophia Holding Finance, L.P . (2.7%)*
(4)
|
|
Systems Software
|
|
First Lien Senior Secured Term Loan (LIBOR + 3.25%, 6.1% Cash, Due 09/22)
|
|
15,925,386
|
|
|
15,975,609
|
|
|
15,305,411
|
|
|||
|
|
|
|
15,925,386
|
|
|
15,975,609
|
|
|
15,305,411
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
SRS Distribution, Inc. (1.6%)*
(4)
|
|
Building Products
|
|
First Lien Senior Secured Term Loan (LIBOR + 3.25%, 5.8% Cash, Due 05/25)
|
|
9,975,000
|
|
|
9,787,668
|
|
|
9,283,034
|
|
|||
|
|
|
|
9,975,000
|
|
|
9,787,668
|
|
|
9,283,034
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
SS&C Technologies, Inc. (0.3%)*
(3)
(4)
|
|
Computer & Electronics Retail
|
|
First Lien Senior Secured Term Loan (LIBOR + 2.25%, 4.8% Cash, Due 04/25)
|
|
1,760,188
|
|
|
1,755,852
|
|
|
1,657,886
|
|
|||
|
|
|
|
1,760,188
|
|
|
1,755,852
|
|
|
1,657,886
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Staples Inc. (2.4%)*
(4)
|
|
Retail
|
|
First Lien Senior Secured Term Loan (LIBOR + 4.0%, 6.5% Cash, Due 09/24)
|
|
13,964,736
|
|
|
13,944,087
|
|
|
13,359,644
|
|
|||
|
|
|
|
13,964,736
|
|
|
13,944,087
|
|
|
13,359,644
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Syniverse Holdings, Inc. (1.7%)*
(4)
|
|
Technology Distributors
|
|
First Lien Senior Secured Term Loan (LIBOR + 5.0%, 7.5% Cash, Due 03/23)
|
|
10,447,368
|
|
|
10,401,186
|
|
|
9,315,605
|
|
|||
|
|
|
|
10,447,368
|
|
|
10,401,186
|
|
|
9,315,605
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Tahoe Subco 1 Ltd (2.5%)*
(3) (4)
|
|
Internet Software & Services
|
|
First Lien Senior Secured Term Loan (LIBOR + 3.5%, 6.3% Cash, Due 06/24)
|
|
14,960,151
|
|
|
14,967,158
|
|
|
13,902,319
|
|
|||
|
|
|
|
14,960,151
|
|
|
14,967,158
|
|
|
13,902,319
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Team Health Holdings, Inc. (1.1%)*
(4)
|
|
Health Care Services
|
|
First Lien Senior Secured Term Loan (LIBOR + 2.75%, 5.3% Cash, Due 02/24)
|
|
6,964,557
|
|
|
6,701,992
|
|
|
6,207,162
|
|
|||
|
|
|
|
6,964,557
|
|
|
6,701,992
|
|
|
6,207,162
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Tempo Acquisition LLC (2.0%)*
(4)
|
|
Investment Banking & Brokerage
|
|
First Lien Senior Secured Term Loan (LIBOR + 3.0%, 5.5% Cash, Due 05/24)
|
|
11,616,035
|
|
|
11,663,099
|
|
|
11,093,314
|
|
|||
|
|
|
|
11,616,035
|
|
|
11,663,099
|
|
|
11,093,314
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Transportation Insight, LLC (3.4%)*
(5)
|
|
Air Freight & Logistics
|
|
First Lien Senior Secured Term Loan (LIBOR + 4.5%, 7.0% Cash, Due 12/24)
|
|
19,483,068
|
|
|
19,245,141
|
|
|
19,007,740
|
|
|||
|
|
|
|
19,483,068
|
|
|
19,245,141
|
|
|
19,007,740
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
TransUnion (0.1%)*
(3) (4)
|
|
Research & Consulting Services
|
|
First Lien Senior Secured Term Loan (LIBOR + 2.0%, 4.5% Cash, Due 04/23)
|
|
634,147
|
|
|
619,996
|
|
|
608,781
|
|
|||
|
|
|
|
634,147
|
|
|
619,996
|
|
|
608,781
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Travelport Ltd. (0.3%)*
(3) (4)
|
|
Data Processing & Outsourced Services
|
|
First Lien Senior Secured Term Loan (LIBOR + 2.5%, 5.1% Cash, Due 03/25)
|
|
1,989,228
|
|
|
1,987,991
|
|
|
1,951,691
|
|
|||
|
|
|
|
1,989,228
|
|
|
1,987,991
|
|
|
1,951,691
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Tronox Ltd. (1.2%)*
(3) (4)
|
|
Commodity Chemicals
|
|
First Lien Senior Secured Term Loan (LIBOR + 3.0%, 5.5% Cash, Due 09/24)
|
|
6,964,824
|
|
|
7,001,035
|
|
|
6,745,920
|
|
|||
|
|
|
|
6,964,824
|
|
|
7,001,035
|
|
|
6,745,920
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2018
|
||||||||||||||||
Portfolio Company
|
|
Industry
|
|
Type of Investment
(1) (2)
|
|
Principal
Amount
|
|
Cost
|
|
Fair
Value
|
||||||
Trystar, Inc. (3.1%)*
(5)
|
|
Power Distribution Solutions
|
|
First Lien Senior Secured Term Loan (LIBOR + 5.0%, 7.4% Cash, Due 09/23)
|
|
$
|
17,850,676
|
|
|
$
|
17,554,515
|
|
|
$
|
17,320,845
|
|
|
|
LLC Units (361.5 units)
|
|
|
|
361,505
|
|
|
361,505
|
|
||||||
|
|
|
|
17,850,676
|
|
|
17,916,020
|
|
|
17,682,350
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
U.S. Anesthesia Partners, Inc. (2.3%)*
(4)
|
|
Managed Health Care
|
|
First Lien Senior Secured Term Loan (LIBOR + 3.0%, 5.5% Cash, Due 06/24)
|
|
13,724,874
|
|
|
13,787,932
|
|
|
13,086,668
|
|
|||
|
|
|
|
13,724,874
|
|
|
13,787,932
|
|
|
13,086,668
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
U.S. Silica Company (0.2%)*
(3)
(4)
|
|
Metal & Glass Containers
|
|
First Lien Senior Secured Term Loan (LIBOR + 4.0%, 6.6% Cash, Due 05/25)
|
|
1,518,304
|
|
|
1,522,294
|
|
|
1,322,822
|
|
|||
|
|
|
|
1,518,304
|
|
|
1,522,294
|
|
|
1,322,822
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Univision Communications Inc. (0.9%)*
(4)
|
|
Broadcasting
|
|
First Lien Senior Secured Term Loan (LIBOR + 2.75%, 5.3% Cash, Due 03/24)
|
|
5,470,018
|
|
|
5,279,013
|
|
|
4,938,989
|
|
|||
|
|
|
|
5,470,018
|
|
|
5,279,013
|
|
|
4,938,989
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
US Legal Support, Inc. (2.3%)*
(5)
|
|
Legal Services
|
|
First Lien Senior Secured Term Loan (LIBOR + 5.75%, 8.5% Cash, Due 11/24)
|
|
13,513,994
|
|
|
13,216,624
|
|
|
13,065,980
|
|
|||
|
|
|
|
13,513,994
|
|
|
13,216,624
|
|
|
13,065,980
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
USF Holdings LLC (0.8%)*
(4) (5)
|
|
Auto Parts & Equipment
|
|
First Lien Senior Secured Term Loan (LIBOR + 3.5%, 6.3% Cash, Due 12/21)
|
|
4,870,130
|
|
|
4,887,672
|
|
|
4,650,974
|
|
|||
|
|
|
|
4,870,130
|
|
|
4,887,672
|
|
|
4,650,974
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
USI, Inc. (1.4%)*
(4)
|
|
Property & Casualty Insurance
|
|
First Lien Senior Secured Term Loan (LIBOR + 3.0%, 5.8% Cash, Due 05/24)
|
|
8,457,179
|
|
|
8,449,689
|
|
|
7,960,320
|
|
|||
|
|
|
|
8,457,179
|
|
|
8,449,689
|
|
|
7,960,320
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
USIC Holdings, Inc. (1.2%)*
(4)
|
|
Packaged Foods & Meats
|
|
First Lien Senior Secured Term Loan (LIBOR + 3.25%, 5.8% Cash, Due 12/23)
|
|
6,965,629
|
|
|
7,001,297
|
|
|
6,599,933
|
|
|||
|
|
|
|
6,965,629
|
|
|
7,001,297
|
|
|
6,599,933
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Vail Holdco Corp (f/k/a Avantor, Inc.) (2.4%)*
(4)
|
|
Health Care Equipment
|
|
First Lien Senior Secured Term Loan (LIBOR + 3.75%, 6.6% Cash, Due 11/24)
|
|
14,193,506
|
|
|
14,381,790
|
|
|
13,720,436
|
|
|||
|
|
|
|
14,193,506
|
|
|
14,381,790
|
|
|
13,720,436
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Venator Materials LLC (0.5%)*
(3) (4)
|
|
Commodity Chemicals
|
|
First Lien Senior Secured Term Loan (LIBOR + 3.0%, 5.5% Cash, Due 08/24)
|
|
2,984,887
|
|
|
2,995,737
|
|
|
2,846,836
|
|
|||
|
|
|
|
2,984,887
|
|
|
2,995,737
|
|
|
2,846,836
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Veritas Bermuda Intermediate Holdings Ltd. (1.4%)*
(4)
|
|
Technology Distributors
|
|
First Lien Senior Secured Term Loan (LIBOR + 4.5%, 7.1% Cash, Due 01/23)
|
|
9,451,899
|
|
|
9,033,056
|
|
|
8,027,403
|
|
|||
|
|
|
|
9,451,899
|
|
|
9,033,056
|
|
|
8,027,403
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Verscend Holding Corp. (0.4%)*
(4)
|
|
Health Care Technology
|
|
First Lien Senior Secured Term Loan (LIBOR + 4.5%, 7.0% Cash, Due 08/25)
|
|
2,493,750
|
|
|
2,523,202
|
|
|
2,406,469
|
|
|||
|
|
|
|
2,493,750
|
|
|
2,523,202
|
|
|
2,406,469
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
VF Holding Corp. (2.0%)*
(4)
|
|
Systems Software
|
|
First Lien Senior Secured Term Loan (LIBOR + 3.25%, 6.1% Cash, Due 07/25)
|
|
12,000,000
|
|
|
12,006,052
|
|
|
11,373,720
|
|
|||
|
|
|
|
12,000,000
|
|
|
12,006,052
|
|
|
11,373,720
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Wilsonart, LLC (1.7%)*
(4)
|
|
Building Products
|
|
First Lien Senior Secured Term Loan (LIBOR + 3.25%, 6.1% Cash, Due 12/23)
|
|
9,974,683
|
|
|
9,974,683
|
|
|
9,519,638
|
|
|||
|
|
|
|
9,974,683
|
|
|
9,974,683
|
|
|
9,519,638
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Winebow Group, LLC, (The) (0.2%)*
(4)
|
|
Consumer goods
|
|
First Lien Senior Secured Term Loan (LIBOR + 3.75%, 6.3% Cash, Due 07/21)
|
|
1,572,129
|
|
|
1,483,331
|
|
|
1,353,335
|
|
|||
|
|
|
|
1,572,129
|
|
|
1,483,331
|
|
|
1,353,335
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Wink Holdco, Inc (1.3%)*
(4)
|
|
Managed Health Care
|
|
First Lien Senior Secured Term Loan (LIBOR + 3.0%, 5.5% Cash, Due 12/24)
|
|
7,571,614
|
|
|
7,570,011
|
|
|
7,158,961
|
|
|||
|
|
|
|
7,571,614
|
|
|
7,570,011
|
|
|
7,158,961
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
WME Entertainment Parent, LLC (f/k/a IMG Worldwide, Inc.) (2.3%)*
(4)
|
|
Business Equipment & Services
|
|
First Lien Senior Secured Term Loan (LIBOR + 2.75%, 5.3% Cash, Due 05/25)
|
|
13,841,944
|
|
|
13,829,823
|
|
|
12,682,681
|
|
|||
|
|
|
|
13,841,944
|
|
|
13,829,823
|
|
|
12,682,681
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2018
|
||||||||||||||||
Portfolio Company
|
|
Industry
|
|
Type of Investment
(1) (2)
|
|
Principal
Amount
|
|
Cost
|
|
Fair
Value
|
||||||
Xperi Corp (0.5%)*
(3) (4) (5)
|
|
Semiconductor Equipment
|
|
First Lien Senior Secured Term Loan (LIBOR + 2.5%, 5.0% Cash, Due 12/23)
|
|
$
|
2,942,982
|
|
|
$
|
2,929,408
|
|
|
$
|
2,729,616
|
|
|
|
|
|
2,942,982
|
|
|
2,929,408
|
|
|
2,729,616
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Subtotal Non–Control / Non–Affiliate Investments
|
|
1,132,612,430
|
|
|
1,128,694,715
|
|
|
1,076,631,804
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Short-Term Investments
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
The Dreyfus Corporation (8.0%)*
(4)
|
|
Money Market Fund
|
|
Dreyfus Government Cash Management Fund (2.5% yield)
|
|
45,223,941
|
|
|
45,223,941
|
|
|
45,223,941
|
|
|||
|
|
|
|
45,223,941
|
|
|
45,223,941
|
|
|
45,223,941
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Subtotal Short-Term Investments
|
|
45,223,941
|
|
|
45,223,941
|
|
|
45,223,941
|
|
|||||||
|
|
|
|
|
|
|
|
|
||||||||
Total Investments, December 31, 2018 (199.3%)*
|
|
|
|
$
|
1,177,836,371
|
|
|
$
|
1,173,918,656
|
|
|
$
|
1,121,855,745
|
|
(1)
|
All debt investments are income producing, unless otherwise noted. Equity and any equity-linked investments are non-income producing, unless otherwise noted. All investments were valued at fair value as determined in good faith by the Board of Directors.
|
(2)
|
All debt investments are variable rate investments unless otherwise noted. Index-based floating interest rates are generally subject to a contractual minimum interest rate. A majority of the variable rate loans in the Company's investment portfolio bear interest at a rate that may be determined by reference to either LIBOR or an alternate Base Rate (commonly based on the Federal Funds Rate or the Prime Rate), which typically reset semi-annually, quarterly, or monthly at the borrower's option. The borrower may also elect to have multiple interest reset periods for each loan.
|
(3)
|
Investment is not a qualifying investment as defined under Section 55(a) of the Investment Company Act of 1940, as amended. Non-qualifying assets represent 15.1% of total investments at fair value as of
December 31, 2018
. Qualifying assets must represent at least 70% of total assets at the time of acquisition of any additional non-qualifying assets. If at any time qualifying assets do not represent at least 70% of the Company's total assets, the Company will be precluded from acquiring any additional non-qualifying asset until such time as it complies with the requirements of Section 55(a).
|
(4)
|
Some or all of the investment is or will be encumbered as security for Barings BDC Senior Funding I, LLC's credit facility entered into in August 2018 with Bank of America, N.A. (as amended and restated in December 2018, the "August 2018 Credit Facility").
|
(5)
|
The fair value of the investment was determined using significant unobservable inputs.
|
Barings BDC, Inc.
Consolidated Schedule of Investments
December 31, 2017
|
||||||||||||||||
Portfolio Company
|
|
Industry
|
|
Type of Investment
(1) (2) (7)
|
|
Principal
Amount
|
|
Cost
|
|
Fair
Value
(3)
|
||||||
Non–Control / Non–Affiliate Investments:
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Access Medical Acquisition, Inc. (3%)*
|
|
Operator of Primary Care Clinics
|
|
Subordinated Notes (10% Cash, 2% PIK, Due 01/22)
|
|
$
|
13,819,514
|
|
|
$
|
13,630,067
|
|
|
$
|
13,630,067
|
|
|
|
Class A Units (1,500,000 units)
|
|
|
|
901,026
|
|
|
3,610,000
|
|
||||||
|
|
|
|
13,819,514
|
|
|
14,531,093
|
|
|
17,240,067
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Aden & Anais Holdings, Inc. (0%)*
|
|
Baby Products
|
|
Common Stock (20,000 shares)
|
|
|
|
2,000,000
|
|
|
601,000
|
|
||||
|
|
|
|
|
|
2,000,000
|
|
|
601,000
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
AKKR-MVSC Member, LLC (F/K/A Motor Vehicle Software Corporation) (0%)*
|
|
Provider of EVR Services
|
|
Class A Units (1,000,000 units)
|
|
|
|
1,092,964
|
|
|
1,413,000
|
|
||||
|
|
|
|
|
|
1,092,964
|
|
|
1,413,000
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
AM General, LLC (4%)*
|
|
Defense Manufacturing
|
|
Senior Note (LIBOR + 7.25%, 8.6% Cash,
Due 12/21)
(8)
|
|
9,000,000
|
|
|
8,875,311
|
|
|
8,886,000
|
|
|||
|
|
Second Lien Term Note (LIBOR +11.75%, 13.1% Cash, Due 06/22)
(8)
|
|
20,000,000
|
|
|
19,480,694
|
|
|
19,593,000
|
|
|||||
|
|
|
|
29,000,000
|
|
|
28,356,005
|
|
|
28,479,000
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Avantor, Inc. (0%)*
|
|
Life Sciences and Advanced Technologies
|
|
Subordinated Note (9.0% Cash, Due 10/25)
|
|
500,000
|
|
|
500,000
|
|
|
500,000
|
|
|||
|
|
|
|
500,000
|
|
|
500,000
|
|
|
500,000
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
AVL Holdings, Inc. (0%)*
|
|
Manufacturer and Distributor for Independent Artists and Authors
|
|
Common Stock (138 shares)
|
|
|
|
1,300,000
|
|
|
2,824,000
|
|
||||
|
|
|
|
|
|
1,300,000
|
|
|
2,824,000
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Baker Hill Acquisition, LLC (2%)*
|
|
Loan Origination Software Solutions Provider
|
|
Second Lien Term Notes (LIBOR + 11.0%, 12.3% Cash, Due 03/21)
(8)
|
|
13,500,000
|
|
|
13,367,659
|
|
|
11,130,000
|
|
|||
|
|
Delayed Draw Term Note (LIBOR + 11.0%, 12.3% Cash, Due 03/21)
(8)
|
|
2,000,000
|
|
|
1,982,177
|
|
|
1,982,177
|
|
|||||
|
|
Limited Partnership Interest
|
|
|
|
1,498,500
|
|
|
105,000
|
|
||||||
|
|
|
|
15,500,000
|
|
|
16,848,336
|
|
|
13,217,177
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Cafe Enterprises, Inc. (0%)*
|
|
Restaurant
|
|
Second Lien Term Note (Prime + 5.75%, 10.3% Cash, Due 03/19)
(6)(8)
|
|
2,019,425
|
|
|
1,956,096
|
|
|
—
|
|
|||
|
|
Subordinated Note (7% Cash, 7% PIK, Due 09/19)
(6)
|
|
15,190,538
|
|
|
13,745,570
|
|
|
—
|
|
|||||
|
|
Series C Preferred Stock (10,000 shares)
|
|
|
|
1,000,000
|
|
|
—
|
|
||||||
|
|
|
|
17,209,963
|
|
|
16,701,666
|
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Captek Softgel International, Inc.
(5%)*
|
|
Nutraceuticals Manufacturer
|
|
Subordinated Note (10% Cash, 1.5% PIK, Due 01/23)
|
|
30,813,099
|
|
|
30,534,147
|
|
|
30,534,147
|
|
|||
Common Stock (38,023 shares)
|
|
|
|
3,957,697
|
|
|
4,137,000
|
|
||||||||
|
|
|
30,813,099
|
|
|
34,491,844
|
|
|
34,671,147
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Carolina Beverage Group, LLC (0%)*
|
|
Beverage Manufacturing and Packaging
|
|
Class B Units (11,974 units)
|
|
|
|
119,735
|
|
|
1,873,000
|
|
||||
|
|
|
|
|
119,735
|
|
|
1,873,000
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Centerfield Media Holding Company (0%)*
|
|
Digital Marketing
|
|
Common Shares (500 shares)
|
|
|
|
500,000
|
|
|
1,129,000
|
|
||||
|
|
|
|
|
|
500,000
|
|
|
1,129,000
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
CIBT Global, Inc. (2%)*
|
|
Provider of Mobility Services
|
|
Second Lien Term Note (LIBOR + 7.75%, 9.1% Cash, Due 06/25)
(8)
|
|
10,000,000
|
|
|
9,904,429
|
|
|
9,815,000
|
|
|||
|
|
|
|
10,000,000
|
|
|
9,904,429
|
|
|
9,815,000
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
CIS Acquisition, LLC (0%)*
|
|
Secure Communications and Computing Solutions Provider
|
|
Units (1.09 units)
|
|
|
|
277,538
|
|
|
277,538
|
|
||||
|
|
|
|
|
|
277,538
|
|
|
277,538
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Community Intervention Services, Inc. (0%)*
|
|
Provider of Behavioral Health Services
|
|
Subordinated Note (7% Cash, 6% PIK, Due 01/21)
(6)
|
|
20,969,036
|
|
|
17,732,558
|
|
|
—
|
|
|||
|
|
|
|
20,969,036
|
|
|
17,732,558
|
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Constellis Holdings, LLC (1%)*
|
|
Provider of Security and Risk Management Services
|
|
Second Lien Term Note (LIBOR + 9.0%, 10.3% Cash, Due 04/25)
(8)
|
|
5,000,000
|
|
|
4,929,791
|
|
|
4,894,000
|
|
|||
|
|
|
|
5,000,000
|
|
|
4,929,791
|
|
|
4,894,000
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
CPower Ultimate HoldCo, LLC (0%)*
|
|
Demand Response Business
|
|
Units (345,542 units)
|
|
|
|
345,542
|
|
|
1,988,000
|
|
||||
|
|
|
|
|
|
345,542
|
|
|
1,988,000
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2017
|
||||||||||||||||
Portfolio Company
|
|
Industry
|
|
Type of Investment
(1) (2) (7)
|
|
Principal
Amount
|
|
Cost
|
|
Fair
Value
(3)
|
||||||
CWS Holding Company, LLC (0%)*
|
|
Manufacturer of Custom Windows and Sliding Doors
|
|
Class A Units (1,500,000 units)
|
|
|
|
$
|
1,500,000
|
|
|
$
|
1,546,000
|
|
||
|
|
|
|
|
1,500,000
|
|
|
1,546,000
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Data Source Holdings, LLC (0%)*
|
|
Print Supply Chain Management Services
|
|
Common Units (47,503 units)
|
|
|
|
1,000,000
|
|
|
813,000
|
|
||||
|
|
|
|
|
1,000,000
|
|
|
813,000
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Del Real, LLC (3%)*
|
|
Hispanic Refrigerated Foods Company
|
|
Subordinated Note (11% Cash, Due 04/23)
|
|
$
|
14,000,000
|
|
|
13,759,702
|
|
|
13,759,702
|
|
||
|
|
Class A Units (3,000,000 units)
|
|
|
|
3,000,000
|
|
|
3,368,000
|
|
||||||
|
|
|
|
14,000,000
|
|
|
16,759,702
|
|
|
17,127,702
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Deva Holdings, Inc. (5%)*
|
|
Hair Products
|
|
Senior Note (LIBOR + 6.75%, 8.1% Cash, Due 10/23)
(8)
|
|
32,500,000
|
|
|
31,823,379
|
|
|
31,823,379
|
|
|||
|
|
|
|
32,500,000
|
|
|
31,823,379
|
|
|
31,823,379
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Dimora Brands, Inc. (3%)*
|
|
Hardware Designer and Distributor
|
|
Second Lien Term Note (LIBOR + 8.5%, 9.9% Cash, Due 08/25)
(8)
|
|
20,000,000
|
|
|
19,608,400
|
|
|
19,615,000
|
|
|||
|
|
|
|
20,000,000
|
|
|
19,608,400
|
|
|
19,615,000
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
DLC Acquisition, LLC (6%)*
|
|
Staffing Firm
|
|
Senior Notes (LIBOR + 8.0%, 10% Cash, Due 12/20)
(8)
|
|
21,706,250
|
|
|
21,539,521
|
|
|
21,539,521
|
|
|||
|
Senior Note (10% Cash, 2% PIK, Due 12/20)
|
|
17,275,680
|
|
|
17,123,271
|
|
|
17,123,271
|
|
||||||
|
|
|
38,981,930
|
|
|
38,662,792
|
|
|
38,662,792
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Dyno Acquiror, Inc. (1%)*
|
|
Sewing Products and Seasonal Decorative Products Supplier
|
|
Subordinated Note (10.5% Cash, 1.5% PIK, Due 08/20)
|
|
4,663,527
|
|
|
4,646,697
|
|
|
4,646,697
|
|
|||
|
Series A Units (600,000 units)
|
|
|
|
600,000
|
|
|
504,000
|
|
|||||||
|
|
|
4,663,527
|
|
|
5,246,697
|
|
|
5,150,697
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Eckler's Holdings, Inc. (0%)*
|
|
Restoration Parts and Accessories for Classic Cars and Trucks
|
|
Subordinated Note (17.5% Cash, Due 06/19)
(6)
|
|
14,385,439
|
|
|
13,242,814
|
|
|
—
|
|
|||
|
Common Stock (18,029 shares)
|
|
|
|
183,562
|
|
|
—
|
|
|||||||
|
Series A Preferred Stock (1,596 shares)
|
|
|
|
1,596,126
|
|
|
—
|
|
|||||||
|
Series B Preferred Stock (702 shares)
|
|
|
|
435,127
|
|
|
—
|
|
|||||||
|
|
|
14,385,439
|
|
|
15,457,629
|
|
|
—
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Frozen Specialties, Inc. (2%)*
|
|
Frozen Foods Manufacturer
|
|
Subordinated Note (10% Cash, 4% PIK, Due 05/18)
|
|
14,238,457
|
|
|
14,238,457
|
|
|
14,238,457
|
|
|||
|
|
14,238,457
|
|
|
14,238,457
|
|
|
14,238,457
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
GST AutoLeather, Inc. (0%)*
|
|
Supplier of Automotive Interior Leather
|
|
Subordinated Note (0% Cash, Due 01/21)
(6)
|
|
24,166,324
|
|
|
23,073,507
|
|
|
200,000
|
|
|||
|
|
|
|
24,166,324
|
|
|
23,073,507
|
|
|
200,000
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Halo Branded Solutions, Inc. (3%)*
|
|
Promotional Product Supply Chain Services
|
|
Subordinated Notes (11% Cash, 1% PIK, Due 10/22)
|
|
13,766,530
|
|
|
13,543,628
|
|
|
13,543,628
|
|
|||
|
|
Class A1 Units (2,600 units)
|
|
|
|
2,600,000
|
|
|
5,857,000
|
|
||||||
|
|
|
|
13,766,530
|
|
|
16,143,628
|
|
|
19,400,628
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
HemaSource, Inc. (2%)*
|
|
Medical Products Distributor
|
|
Subordinated Note (9.5% Cash, 1.5% PIK, Due 01/24)
|
|
10,069,284
|
|
|
9,880,715
|
|
|
9,880,715
|
|
|||
|
|
Class A Units (1,000,000 units)
|
|
|
|
1,000,000
|
|
|
1,023,000
|
|
||||||
|
|
|
|
10,069,284
|
|
|
10,880,715
|
|
|
10,903,715
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
HKW Capital Partners IV, L.P.
(0%)*
(4)
|
|
Multi-Sector Holdings
|
|
0.6% Limited Partnership Interest
|
|
|
|
894,476
|
|
|
1,671,000
|
|
||||
|
|
|
|
|
|
894,476
|
|
|
1,671,000
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
HTC Borrower, LLC (4%)*
|
|
Hunting and Outdoor Products
|
|
Subordinated Notes (10% Cash, 3% PIK, Due 09/20)
|
|
26,935,658
|
|
|
26,722,850
|
|
|
25,759,000
|
|
|||
|
|
|
|
26,935,658
|
|
|
26,722,850
|
|
|
25,759,000
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
ICP Industrial, Inc. (3%)*
|
|
Coatings Formulator and Manufacturer
|
|
Second Lien Term Notes (LIBOR + 8.25%, 9.6% Cash, Due 05/24)
(8)
|
|
20,000,000
|
|
|
19,392,800
|
|
|
19,392,800
|
|
|||
|
|
Class A Units (1,289 units)
|
|
|
|
1,751,483
|
|
|
1,650,000
|
|
||||||
|
|
|
|
20,000,000
|
|
|
21,144,283
|
|
|
21,042,800
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
IDERA, Inc. (2%)*
|
|
Software Provider
|
|
Second Lien Term Note (LIBOR + 9.0%, 10.4% Cash, Due 06/25)
(8)
|
|
10,000,000
|
|
|
9,856,308
|
|
|
9,866,000
|
|
|||
|
|
|
|
10,000,000
|
|
|
9,856,308
|
|
|
9,866,000
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Inland Pipe Rehabilitation Holding Company LLC (0%)*
|
|
Cleaning and Repair Services
|
|
Membership Interest Purchase Warrant (3%)
|
|
|
|
853,500
|
|
|
1,101,000
|
|
||||
|
|
|
|
853,500
|
|
|
1,101,000
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2017
|
||||||||||||||||
Portfolio Company
|
|
Industry
|
|
Type of Investment
(1) (2) (7)
|
|
Principal
Amount
|
|
Cost
|
|
Fair
Value
(3)
|
||||||
Integrated Efficiency Solutions, Inc. (3%)*
|
|
Energy Services Contracting Firm
|
|
Senior Secured Term Note (LIBOR + 9.25%, 10.6% Cash, Due 06/22)
(8)
|
|
$
|
18,268,750
|
|
|
$
|
17,970,511
|
|
|
$
|
17,970,511
|
|
Series B Preferred Units (238,095 units)
|
|
|
|
300,000
|
|
|
243,000
|
|
||||||||
|
|
18,268,750
|
|
|
18,270,511
|
|
|
18,213,511
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Keystone Peer Review Organization, Inc. (0%)*
|
|
Healthcare - Managed Care
|
|
Second Lien Term Note (LIBOR + 9.25%, 10.6% Cash, Due 05/25)
(8)
|
|
3,000,000
|
|
|
2,943,794
|
|
|
2,922,000
|
|
|||
|
|
|
|
3,000,000
|
|
|
2,943,794
|
|
|
2,922,000
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
KidKraft, Inc. (4%)*
|
|
Children's Toy Manufacturer and Distributor
|
|
Second Lien Term Note (11% Cash, 1% PIK, Due 03/22)
|
|
27,945,580
|
|
|
27,491,811
|
|
|
27,491,811
|
|
|||
|
|
|
|
27,945,580
|
|
|
27,491,811
|
|
|
27,491,811
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
K-Square Restaurant Partners, LP (0%)*
|
|
Restaurant
|
|
Class A Units of Limited Partnership (2,000 units)
|
|
|
|
638,260
|
|
|
1,588,000
|
|
||||
|
|
|
|
|
|
638,260
|
|
|
1,588,000
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Lakeview Health Holdings, Inc. (3%)*
|
|
Substance Abuse Treatment Service Provider
|
|
Senior Note (LIBOR + 7.0%, 8.5% Cash, Due 12/21)
(8)
|
|
18,426,505
|
|
|
18,260,612
|
|
|
17,916,000
|
|
|||
|
|
Common Stock (2,000 shares)
|
|
|
|
2,000,000
|
|
|
853,000
|
|
||||||
|
|
|
|
18,426,505
|
|
|
20,260,612
|
|
|
18,769,000
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Media Storm, LLC (0%)*
|
|
Marketing Services
|
|
Subordinated Note (10% Cash, Due 08/19)
(6)
|
|
6,876,818
|
|
|
6,541,519
|
|
|
1,617,000
|
|
|||
Membership Units (1,216,204 units)
|
|
|
|
1,176,957
|
|
|
—
|
|
||||||||
|
|
6,876,818
|
|
|
7,718,476
|
|
|
1,617,000
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
MIC Holding LLC (1%)*
|
|
Firearm Accessories Manufacturer and Distributor
|
|
Preferred Units (1,470 units)
|
|
|
|
1,470,000
|
|
|
3,449,000
|
|
||||
|
|
Common Units (30,000 units)
|
|
|
|
30,000
|
|
|
4,918,000
|
|
||||||
|
|
|
|
|
|
1,500,000
|
|
|
8,367,000
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Micross Solutions LLC (3%)*
|
|
Provider of Semiconductor Products and Services
|
|
Senior Note (LIBOR + 5.5%, 6.8% Cash,
Due 08/23)
(8)
|
|
14,962,500
|
|
|
14,788,973
|
|
|
14,788,973
|
|
|||
Class A-2 Common Units (1,979,524 units)
|
|
|
|
2,019,693
|
|
|
1,571,000
|
|
||||||||
|
|
14,962,500
|
|
|
16,808,666
|
|
|
16,359,973
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Nautic Partners VII, LP (0%)*
(4)
|
|
Multi-Sector Holdings
|
|
0.4% Limited Partnership Interest
|
|
|
|
907,332
|
|
|
1,175,000
|
|
||||
|
|
|
|
|
|
907,332
|
|
|
1,175,000
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Navicure, Inc. (1%)*
|
|
Healthcare Revenue Cycle Management Software
|
|
Second Lien Term Note (LIBOR + 7.5%, 8.9% Cash, Due 11/25)
(8)
|
|
6,000,000
|
|
|
5,941,328
|
|
|
5,941,328
|
|
|||
|
|
|
|
6,000,000
|
|
|
5,941,328
|
|
|
5,941,328
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Nomacorc, LLC (4%)*
|
|
Synthetic Wine Cork Producer
|
|
Subordinated Note (10% Cash, 2.3% PIK, Due 07/21)
|
|
21,356,210
|
|
|
21,109,445
|
|
|
21,109,445
|
|
|||
|
|
Limited Partnership Interest
|
|
|
|
2,161,185
|
|
|
1,438,000
|
|
||||||
|
|
|
|
21,356,210
|
|
|
23,270,630
|
|
|
22,547,445
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
OEConnection, LLC (0%)*
|
|
Automotive Parts Supply Chain Software
|
|
Second Lien Term Note (LIBOR + 8.0%, 9.3% Cash, Due 11/25)
(8)
|
|
3,000,000
|
|
|
2,970,000
|
|
|
2,970,000
|
|
|||
|
|
|
|
3,000,000
|
|
|
2,970,000
|
|
|
2,970,000
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Orchid Underwriters Agency, LLC (1%)*
|
|
Insurance Underwriter
|
|
Subordinated Note (10% Cash, 1.5% PIK, Due 03/23)
|
|
2,135,226
|
|
|
2,095,654
|
|
|
2,095,654
|
|
|||
Subordinated Note (13.5% PIK, Due 03/24)
|
|
812,457
|
|
|
797,991
|
|
|
797,991
|
|
|||||||
Class A Preferred Units (15,000 units)
|
|
|
|
338,158
|
|
|
957,000
|
|
||||||||
Class A Common Units (15,000 units)
|
|
|
|
—
|
|
|
1,132,000
|
|
||||||||
|
|
2,947,683
|
|
|
3,231,803
|
|
|
4,982,645
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
ProAmpac PG Borrower LLC (2%)*
|
|
Manufacturer of Flexible Packaging Products
|
|
Second Lien Term Note (LIBOR + 8.5%, 9.9% Cash, Due 11/24)
(8)
|
|
15,000,000
|
|
|
14,794,786
|
|
|
14,988,000
|
|
|||
|
|
|
|
15,000,000
|
|
|
14,794,786
|
|
|
14,988,000
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Q International Courier, LLC (2%)*
|
|
Third-Party Logistics Provider
|
|
Second Lien Term Note (LIBOR + 8.25%, 9.7% Cash, Due 09/25)
(8)
|
|
14,000,000
|
|
|
13,725,941
|
|
|
13,725,941
|
|
|||
|
|
|
|
14,000,000
|
|
|
13,725,941
|
|
|
13,725,941
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
REP WWEX Acquisition Parent, LLC (2%)*
|
|
Third-Party Logistics Provider
|
|
Second Lien Term Note (LIBOR + 8.75%, 10.2% Cash, Due 02/25)
(8)
|
|
15,000,000
|
|
|
14,794,594
|
|
|
14,861,000
|
|
|||
|
|
|
|
15,000,000
|
|
|
14,794,594
|
|
|
14,861,000
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2017
|
||||||||||||||||
Portfolio Company
|
|
Industry
|
|
Type of Investment
(1) (2) (7)
|
|
Principal
Amount
|
|
Cost
|
|
Fair
Value
(3)
|
||||||
RMP Group, Inc. (2%)*
|
|
Healthcare Revenue Cycle Management Services
|
|
Subordinated Note (10.5% Cash, 1% PIK, Due 09/22)
|
|
$
|
10,083,813
|
|
|
$
|
9,904,854
|
|
|
$
|
9,904,854
|
|
|
|
Units (1,000 units)
|
|
|
|
1,000,000
|
|
|
723,000
|
|
||||||
|
|
|
|
10,083,813
|
|
|
10,904,854
|
|
|
10,627,854
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
RockYou, Inc. (0%)*
|
|
Mobile Game Advertising Network
|
|
Common Stock (67,585 shares)
|
|
|
|
111,000
|
|
|
111,000
|
|
||||
|
|
|
|
|
|
111,000
|
|
|
111,000
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Rotolo Consultants, Inc. (3%)*
|
|
Landscape Services
|
|
Subordinated Note (11% Cash, 3% PIK, Due 08/21)
|
|
7,632,930
|
|
|
7,531,194
|
|
|
7,531,194
|
|
|||
|
|
Series A Preferred Units (39 units)
|
|
|
|
3,654,253
|
|
|
8,504,000
|
|
||||||
|
|
|
|
7,632,930
|
|
|
11,185,447
|
|
|
16,035,194
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
SCA Pharmaceuticals, LLC (2%)*
|
|
Provider of Pharmaceutical Products
|
|
Subordinated Note (LIBOR + 9.0%, 10.5% Cash, Due 12/20)
(8)
|
|
10,000,000
|
|
|
9,832,455
|
|
|
9,832,455
|
|
|||
|
|
|
|
10,000,000
|
|
|
9,832,455
|
|
|
9,832,455
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Schweiger Dermatology Group, LLC (4%)*
|
|
Provider of Dermatology Services
|
|
Senior Notes (LIBOR + 8.5%, 10.0% Cash,
Due 06/22)
(8)
|
|
25,500,000
|
|
|
25,113,677
|
|
|
25,113,677
|
|
|||
|
|
Class A-5 Units (1,976,284 units)
|
|
|
|
1,000,000
|
|
|
1,000,000
|
|
||||||
|
|
|
|
25,500,000
|
|
|
26,113,677
|
|
|
26,113,677
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
SCUF Gaming, Inc. (4%)*
|
|
Gaming Controller Manufacturer
|
|
Senior Notes (LIBOR + 8.5%, 9.9% Cash,
Due 12/21)
(8)
|
|
24,757,920
|
|
|
24,339,939
|
|
|
24,339,939
|
|
|||
|
|
Revolver Loan (LIBOR + 8.5%, 9.9% Cash,
Due 06/18)
(8)
|
|
1,500,000
|
|
|
1,487,760
|
|
|
1,487,760
|
|
|||||
|
|
Common Stock (27,112 shares)
|
|
|
|
742,000
|
|
|
378,000
|
|
||||||
|
|
|
|
26,257,920
|
|
|
26,569,699
|
|
|
26,205,699
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Smile Brands, Inc. (4%)*
|
|
Dental Service Organization
|
|
Subordinated Notes (10% Cash, 2% PIK, Due 02/23)
|
|
22,796,512
|
|
|
22,417,773
|
|
|
22,417,773
|
|
|||
|
|
Class A Units (3,000 units)
|
|
|
|
3,000,000
|
|
|
3,353,000
|
|
||||||
|
|
|
|
22,796,512
|
|
|
25,417,773
|
|
|
25,770,773
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
SPC Partners V, LP (0%)*
(4)
|
|
Multi-Sector Holdings
|
|
0.7% Limited Partnership Interest
|
|
|
|
2,260,450
|
|
|
2,412,000
|
|
||||
|
|
|
|
|
|
2,260,450
|
|
|
2,412,000
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
SPC Partners VI, LP (0%)*
(4)
|
|
Multi-Sector Holdings
|
|
0.6% Limited Partnership Interest
|
|
|
|
207,828
|
|
|
207,828
|
|
||||
|
|
|
|
|
|
207,828
|
|
|
207,828
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Specialized Desanders, Inc. (2%)*
(4)
|
|
Sand and Particulate Removal Equipment Provider for Oil and Gas Companies
|
|
Subordinated Note (11% Cash, 2% PIK, Due 10/20)
|
|
10,117,769
|
|
|
8,692,122
|
|
|
7,451,070
|
|
|||
Class C Partnership Units (2,000,000 units)
|
|
|
|
1,937,421
|
|
|
3,993,000
|
|
||||||||
|
|
|
10,117,769
|
|
|
10,629,543
|
|
|
11,444,070
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
St. Croix Hospice Acquisition Corp. (1%)*
|
|
Hospice Services Provider
|
|
Second Lien Term Note (LIBOR + 8.75%, 10.1% Cash, Due 03/24)
(8)
|
|
9,200,000
|
|
|
9,065,834
|
|
|
9,065,834
|
|
|||
|
|
Series A Preferred Units (500 units)
|
|
|
|
500,000
|
|
|
359,000
|
|
||||||
|
|
Class B Common Units (500 units)
|
|
|
|
—
|
|
|
—
|
|
||||||
|
|
|
|
9,200,000
|
|
|
9,565,834
|
|
|
9,424,834
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Tate's Bake Shop (2%)*
|
|
Producer of Baked Goods
|
|
Senior Note (LIBOR + 6.25%, 7.6% Cash, Due 08/19)
(8)
|
|
9,975,000
|
|
|
9,951,709
|
|
|
9,951,709
|
|
|||
|
|
Limited Partnership Interest
|
|
|
|
534,280
|
|
|
1,845,000
|
|
||||||
|
|
|
|
9,975,000
|
|
|
10,485,989
|
|
|
11,796,709
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Tax Advisors Group, LLC (2%)*
|
|
Tax Advisory Services
|
|
Subordinated Note (10% Cash, 2% PIK, Due 12/22)
|
|
12,400,000
|
|
|
12,169,399
|
|
|
12,169,399
|
|
|||
|
|
Class A Units (386 units)
|
|
|
|
1,458,824
|
|
|
2,295,000
|
|
||||||
|
|
|
|
12,400,000
|
|
|
13,628,223
|
|
|
14,464,399
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
TCFI Merlin LLC ("Merlin") and TCFI CSG LLC ("CSG") (2%)*
|
|
Specialty Staffing Service Provider
|
|
Subordinated Notes (11.6% Cash, Due 09/19)
(8)
|
|
14,184,192
|
|
|
13,970,730
|
|
|
13,970,730
|
|
|||
|
|
Limited Partnership Units - Merlin (500,500 units)
|
|
|
|
285,485
|
|
|
1,595,000
|
|
||||||
|
|
Class A Units - CSG (100,000 units)
|
|
|
|
100,000
|
|
|
230,000
|
|
||||||
|
|
|
|
14,184,192
|
|
|
14,356,215
|
|
|
15,795,730
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
The Cook & Boardman Group, LLC (1%)*
|
|
Distributor of Doors and Related Products
|
|
Class A Units (1,400,000 units)
|
|
|
|
1,400,000
|
|
|
3,490,000
|
|
||||
|
|
|
|
|
|
1,400,000
|
|
|
3,490,000
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2017
|
||||||||||||||||
Portfolio Company
|
|
Industry
|
|
Type of Investment
(1) (2) (7)
|
|
Principal
Amount
|
|
Cost
|
|
Fair
Value
(3)
|
||||||
Trademark Global LLC (3%)*
|
|
Supplier to Mass Market Internet Retail
|
|
Subordinated Note (10% Cash, 1.3% PIK, Due 04/23)
|
|
$
|
14,800,000
|
|
|
$
|
14,610,405
|
|
|
$
|
14,610,405
|
|
|
|
Class A Units (1,500,000 units)
|
|
|
|
1,500,000
|
|
|
1,500,000
|
|
||||||
|
|
Class B Units (1,500,000 units)
|
|
|
|
—
|
|
|
894,000
|
|
||||||
|
|
|
|
14,800,000
|
|
|
16,110,405
|
|
|
17,004,405
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Travelpro Products, Inc. ("Travelpro") and TP - Holiday Group Limited ("TP") (3%)*
|
|
Luggage and Travel Bag Supplier
|
|
Second Lien Term Note - Travelpro (11% Cash, 2% PIK, Due 11/22)
|
|
10,332,955
|
|
|
10,153,881
|
|
|
10,153,881
|
|
|||
|
|
Second Lien Term Note - TP (11% Cash, 2% PIK, Due 11/22)
(4)
|
|
9,152,950
|
|
|
8,991,783
|
|
|
9,403,477
|
|
|||||
|
|
Common Units - Travelpro (2,000,000 units)
|
|
|
|
2,000,000
|
|
|
2,270,000
|
|
||||||
|
|
|
|
19,485,905
|
|
|
21,145,664
|
|
|
21,827,358
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
United Biologics, LLC (2%)*
|
|
Allergy Immunotherapy
|
|
Senior Note (12% Cash, 2% PIK, Due 04/18)
|
|
13,022,543
|
|
|
13,022,542
|
|
|
13,022,542
|
|
|||
|
Class A-1 Common Units (18,818 units)
|
|
|
|
137,324
|
|
|
137,325
|
|
|||||||
|
Class A Common Units (177,935 units)
|
|
|
|
1,999,989
|
|
|
1,351,000
|
|
|||||||
|
Class A-2 Common Kicker Units (444,003 units)
|
|
|
|
—
|
|
|
—
|
|
|||||||
|
Class A-1 Common Kicker Units (14,114 units)
|
|
|
|
—
|
|
|
—
|
|
|||||||
|
Class A, Class A-1, Class A-1 Kicker & Class B Unit Purchase Warrants
|
|
|
|
838,117
|
|
|
288,000
|
|
|||||||
|
|
|
|
13,022,543
|
|
|
15,997,972
|
|
|
14,798,867
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Vantage Mobility International, LLC (5%)*
|
|
Wheelchair Accessible Vehicle Manufacturer
|
|
Subordinated Notes (10.6% Cash, Due 09/21)
(8)
|
|
30,708,796
|
|
|
30,216,432
|
|
|
30,216,432
|
|
|||
|
|
Class A Units (1,750,000 units)
|
|
|
|
1,750,000
|
|
|
719,000
|
|
||||||
|
|
|
|
30,708,796
|
|
|
31,966,432
|
|
|
30,935,432
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Wheel Pros Holdings, Inc. (3%)*
|
|
Wheel/Rim and Performance Tire Distributor
|
|
Subordinated Note (LIBOR + 7.0%, 11% Cash, Due 06/20)
(8)
|
|
16,435,000
|
|
|
16,217,360
|
|
|
16,217,360
|
|
|||
|
|
Class A Units (2,000 units)
|
|
|
|
1,954,144
|
|
|
3,508,000
|
|
||||||
|
|
|
|
16,435,000
|
|
|
18,171,504
|
|
|
19,725,360
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Women's Marketing, Inc. (0%)*
|
|
Full-Service Media Organization
|
|
Subordinated Note (11% Cash, 1.5% PIK, Due 06/21)
(6)
|
|
19,136,331
|
|
|
16,141,439
|
|
|
—
|
|
|||
|
|
Class A Common Units (16,300 units)
|
|
|
|
1,630,000
|
|
|
—
|
|
||||||
|
|
|
|
19,136,331
|
|
|
17,771,439
|
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
WSO Holdings, LP (0%)*
|
|
Organic/Fair Trade Sugar, Syrup, Nectar and Honey Producer
|
|
Common Points (3,121 points)
|
|
|
|
3,089,581
|
|
|
2,612,000
|
|
||||
|
|
|
|
|
3,089,581
|
|
|
2,612,000
|
|
|||||||
|
|
|
|
|
|
|
||||||||||
YummyEarth Inc. (4%)*
|
|
Organic Candy Manufacturer
|
|
Senior Notes (LIBOR + 8.5%, 10.0% Cash,
Due 08/20)
(8)
|
|
31,250,000
|
|
|
30,965,913
|
|
|
26,196,000
|
|
|||
|
|
Limited Partnership Interest
|
|
|
|
3,496,500
|
|
|
—
|
|
||||||
|
|
|
|
31,250,000
|
|
|
34,462,413
|
|
|
26,196,000
|
|
|||||
|
|
|
|
|
|
|
||||||||||
Subtotal Non–Control / Non–Affiliate Investments
|
|
856,289,518
|
|
|
910,150,765
|
|
|
831,194,397
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Affiliate Investments:
|
|
|
|
|
|
|
|
|
|
|
||||||
All Metals Holding, LLC (1%)*
|
|
Steel Processor and Distributor
|
|
Subordinated Note (12% Cash, 1% PIK, Due 12/21)
|
|
6,434,351
|
|
|
6,278,902
|
|
|
6,434,000
|
|
|||
|
|
Units (318,977 units)
|
|
|
|
793,331
|
|
|
266,000
|
|
||||||
|
|
|
|
6,434,351
|
|
|
7,072,233
|
|
|
6,700,000
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Consolidated Lumber Holdings, LLC (1%)*
|
|
Lumber Yard Operator
|
|
Class A Units (15,000 units)
|
|
|
|
1,500,000
|
|
|
4,500,000
|
|
||||
|
|
|
|
|
|
1,500,000
|
|
|
4,500,000
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
FCL Holding SPV, LLC (0%)*
|
|
Commercial Printing Services
|
|
Class A Interest (24,873 units)
|
|
|
|
292,000
|
|
|
570,000
|
|
||||
|
|
Class B Interest (48,427 units)
|
|
|
|
—
|
|
|
—
|
|
||||||
|
|
Class C Interest (3,746 units)
|
|
|
|
—
|
|
|
—
|
|
||||||
|
|
|
|
|
|
292,000
|
|
|
570,000
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Mac Land Holdings, Inc. (0%)*
|
|
Environmental and Facilities Services
|
|
Common Stock (139 shares)
|
|
|
|
369,000
|
|
|
—
|
|
||||
|
|
|
|
|
|
369,000
|
|
|
—
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2017
|
||||||||||||||||
Portfolio Company
|
|
Industry
|
|
Type of Investment
(1) (2) (7)
|
|
Principal
Amount
|
|
Cost
|
|
Fair
Value
(3)
|
||||||
NB Products, Inc. (9%)*
|
|
Distributor of Work Apparel and Accessories
|
|
Subordinated Note (12% Cash, 2% PIK, Due 02/20)
|
|
$
|
23,570,899
|
|
|
$
|
23,308,085
|
|
|
$
|
23,308,085
|
|
|
Jr. Subordinated Note (10% PIK, Due 02/20)
|
|
5,194,357
|
|
|
5,114,592
|
|
|
5,114,592
|
|
||||||
|
Jr. Subordinated Bridge Note (20% PIK, Due 05/21)
|
|
2,434,156
|
|
|
2,412,295
|
|
|
2,412,295
|
|
||||||
|
Series A Redeemable Senior Preferred Stock (7,839 shares)
|
|
|
|
7,621,648
|
|
|
10,390,000
|
|
|||||||
|
Common Stock (1,668,691 shares)
|
|
|
|
333,738
|
|
|
16,044,000
|
|
|||||||
|
|
|
31,199,412
|
|
|
38,790,358
|
|
|
57,268,972
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Passport Food Group, LLC (3%)*
|
|
Manufacturer of Ethnic Food Products
|
|
Senior Notes (LIBOR + 9.0%, 10.3% Cash,
Due 03/22)
(8)
|
|
20,000,000
|
|
|
19,648,160
|
|
|
16,672,000
|
|
|||
|
|
Common Stock (20,000 shares)
|
|
|
|
2,000,000
|
|
|
357,000
|
|
||||||
|
|
|
|
20,000,000
|
|
|
21,648,160
|
|
|
17,029,000
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
PCX Aerostructures, LLC (4%)*
|
|
Aerospace Components Manufacturer
|
|
Subordinated Note (10.5% Cash, Due 10/19)
(9)
|
|
31,647,359
|
|
|
31,244,000
|
|
|
22,574,000
|
|
|||
|
Subordinated Note (6% PIK, Due 10/20)
(9)
|
|
759,286
|
|
|
759,286
|
|
|
548,000
|
|
||||||
|
Series A Preferred Stock (6,066 shares)
|
|
|
|
6,065,621
|
|
|
—
|
|
|||||||
Series B Preferred Stock (411 shares)
|
|
|
|
410,514
|
|
|
—
|
|
||||||||
Class A Common Stock (121,922 shares)
|
|
|
|
30,480
|
|
|
—
|
|
||||||||
|
|
|
32,406,645
|
|
|
38,509,901
|
|
|
23,122,000
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Team Waste, LLC (2%)*
|
|
Environmental and Facilities Services
|
|
Subordinated Note (10% Cash, 2% PIK, Due 08/23)
|
|
5,028,180
|
|
|
4,930,962
|
|
|
4,930,962
|
|
|||
|
|
Preferred Units (500,000 units)
|
|
|
|
10,000,000
|
|
|
10,000,000
|
|
||||||
|
|
|
|
5,028,180
|
|
|
14,930,962
|
|
|
14,930,962
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Technology Crops, LLC (1%)*
|
|
Supply Chain Management Services
|
|
Subordinated Notes (12% Cash, Due 02/18)
|
|
12,294,102
|
|
|
12,294,102
|
|
|
8,617,000
|
|
|||
Common Units (50 units)
|
|
|
|
500,000
|
|
|
—
|
|
||||||||
|
|
|
12,294,102
|
|
|
12,794,102
|
|
|
8,617,000
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
TGaS Advisors, LLC (2%)*
|
|
Advisory Solutions to Pharmaceutical Companies
|
|
Senior Note (10% Cash, 1% PIK, Due 11/19)
|
|
9,522,893
|
|
|
9,431,015
|
|
|
9,431,015
|
|
|||
|
Preferred Units (1,685,357 units)
|
|
|
|
1,556,069
|
|
|
1,524,000
|
|
|||||||
|
|
|
9,522,893
|
|
|
10,987,084
|
|
|
10,955,015
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Tulcan Fund IV, L.P. (0%)*
|
|
Custom Forging and Fastener Supplies
|
|
Common Units (1,000,000 units)
|
|
|
|
1,000,000
|
|
|
—
|
|
||||
|
|
|
|
|
|
1,000,000
|
|
|
—
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
United Retirement Plan Consultants, Inc. (0%)*
|
|
Retirement Plan Administrator
|
|
Series A Preferred Shares (9,400 shares)
|
|
|
|
205,748
|
|
|
302,000
|
|
||||
|
|
Common Shares (100,000 shares)
|
|
|
|
1,000,000
|
|
|
419,000
|
|
||||||
|
|
|
|
|
|
1,205,748
|
|
|
721,000
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Wythe Will Tzetzo, LLC (0%)*
|
|
Confectionery Goods Distributor
|
|
Series A Preferred Units (99,829 units)
|
|
|
|
—
|
|
|
2,688,000
|
|
||||
|
|
|
|
|
|
—
|
|
|
2,688,000
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Subtotal Affiliate Investments
|
|
|
|
116,885,583
|
|
|
149,099,548
|
|
|
147,101,949
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Control Investments:
|
|
|
|
|
|
|
|
|
|
|
||||||
CRS-SPV, Inc. (3%)*
|
|
Fluid
Reprocessing Services |
|
Common Stock (1,100 shares)
|
|
|
|
18,428,000
|
|
|
20,283,000
|
|
||||
|
|
|
|
|
|
18,428,000
|
|
|
20,283,000
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Frank Entertainment Group, LLC
(1%)* |
|
Movie Theatre and Family Entertainment Operator
|
|
Senior Note (6% Cash, Due 06/19)
(6)
|
|
11,330,010
|
|
|
10,746,494
|
|
|
6,541,000
|
|
|||
|
|
Second Lien Term Note (2.5% Cash, Due 09/19)
(6)
|
|
2,923,484
|
|
|
2,879,479
|
|
|
—
|
|
|||||
|
|
Redeemable Preferred Units (2,800,000 units)
|
|
|
|
2,800,000
|
|
|
—
|
|
||||||
|
|
Class B Redeemable Preferred Units (2,800,000 units)
|
|
|
|
2,800,000
|
|
|
—
|
|
||||||
|
|
Class A Common Units (606,552 units)
|
|
|
|
1,000,000
|
|
|
—
|
|
||||||
|
|
|
|
14,253,494
|
|
|
20,225,973
|
|
|
6,541,000
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
FrontStream Holdings, LLC (1%)*
|
|
Payment and Donation Management Product Service Provider
|
|
Subordinated Note (LIBOR + 6.0%, 7.3% Cash, Due 12/20)
(6)(8)
|
|
14,644,622
|
|
|
14,023,389
|
|
|
7,414,000
|
|
|||
|
|
Common Stock (1,000 shares)
|
|
|
|
500,000
|
|
|
—
|
|
||||||
|
|
|
|
14,644,622
|
|
|
14,523,389
|
|
|
7,414,000
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2017
|
||||||||||||||||
Portfolio Company
|
|
Industry
|
|
Type of Investment
(1) (2) (7)
|
|
Principal
Amount
|
|
Cost
|
|
Fair
Value
(3)
|
||||||
Frontstreet Facility Solutions, Inc. (1%)*
|
|
Retail, Restaurant and Commercial Facilities Maintenance
|
|
Subordinated Note (13% Cash, Due 03/21)
|
|
$
|
8,462,629
|
|
|
$
|
8,447,172
|
|
|
$
|
3,750,000
|
|
|
|
Series A Convertible Preferred Stock (60,000 shares)
|
|
|
|
250,575
|
|
|
—
|
|
||||||
|
|
Series B Convertible Preferred Stock (20,000 shares)
|
|
|
|
500,144
|
|
|
—
|
|
||||||
|
|
Common Stock (27,890 shares)
|
|
|
|
279
|
|
|
—
|
|
||||||
|
|
|
|
8,462,629
|
|
|
9,198,170
|
|
|
3,750,000
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Subtotal Control Investments
|
|
|
|
37,360,745
|
|
|
62,375,532
|
|
|
37,988,000
|
|
|||||
|
|
|
|
|
|
|
|
|
||||||||
Total Investments, December 31, 2017 (158%)*
|
|
|
|
$
|
1,010,535,846
|
|
|
$
|
1,121,625,845
|
|
|
$
|
1,016,284,346
|
|
(1)
|
All debt investments are income producing, unless otherwise noted. Equity and equity-linked investments are non-income producing, unless otherwise noted. The fair values of all investments were determined using significant unobservable inputs.
|
(2)
|
Disclosures of interest rates on notes include cash interest rates and payment-in-kind ("PIK") interest rates.
|
(3)
|
All investments are restricted as to resale and were valued at fair value as determined in good faith by the Board of Directors.
|
(4)
|
Investment is not a qualifying investment as defined under Section 55(a) of the Investment Company Act of 1940, as amended. Non-qualifying assets represent 2.6% of total investments at fair value as of December 31, 2017. Qualifying assets must represent at least 70% of total assets at the time of acquisition of any additional non-qualifying assets. If at any time qualifying assets do not represent at least 70% of the Company's total assets, the Company will be precluded from acquiring any additional non-qualifying asset until such time as it complies with the requirements of Section 55(a).
|
(5)
|
PIK non-accrual investment.
|
(6)
|
Non-accrual investment.
|
(7)
|
All of the Company's investments, unless otherwise noted, are encumbered either as security for the Company's senior secured credit facility entered into in May 2015 and subsequently amended in May 2017 (the "May 2017 Credit Facility") or in support of the SBA-guaranteed debentures issued by Triangle Mezzanine Fund LLLP and Triangle Mezzanine Fund II LP.
|
(8)
|
Index-based floating interest rate is subject to a contractual minimum interest rate. A majority of the variable rate loans in the Company's investment portfolio bear interest at a rate that may be determined by reference to either LIBOR or an alternate Base Rate (commonly based on the Federal Funds Rate or the Prime Rate), which typically reset semi-annually, quarterly, or monthly at the borrower's option. The borrower may also elect to have multiple interest reset periods for each loan.
|
(9)
|
Effective February 9, 2018, the Company's debt investments in PCX Aerostructures, LLC were amended to provide for cash interest at an all-in rate of 6% per annum.
|
•
|
On August 2, 2018, the Company entered into an investment advisory agreement (the "Advisory Agreement") and an administration agreement (the "Administration Agreement") with the Adviser pursuant to which the Adviser serves as the Company’s investment adviser and administrator and manages its investment portfolio which initially consisted primarily of the cash proceeds received in connection with the Asset Sale Transaction.
|
•
|
On August 2, 2018, the Company issued 8,529,917 shares of the Company's common stock to the Adviser at a price of $11.723443 per share, or an aggregate of $100.0 million in cash, in a private transaction exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Rule 506 of Regulation D thereunder (the "Stock Issuance").
|
•
|
On August 2, 2018, the Company entered into a registration rights agreement with the Adviser with respect to the shares of the Company's common stock acquired in the Stock Issuance.
|
•
|
On August 7, 2018, the Company launched a $50.0 million issuer tender offer (the "Tender Offer"). Pursuant to the Tender Offer, on September 11, 2018, the Company purchased 4,901,961 shares of the Company's common stock at a purchase price of $10.20 per share, for an aggregate cost of approximately $50.0 million, excluding fees and expenses relating to the Tender Offer. The shares of common stock purchased in the Tender Offer represented approximately 8.7% of the Company’s issued and outstanding shares as of September 6, 2018.
|
For the quarter ended:
|
|
Total
companies
|
|
Percent of total
investments at
fair value(1)
|
March 31, 2016
|
|
18
|
|
27%
|
June 30, 2016
|
|
19
|
|
30%
|
September 30, 2016
|
|
19
|
|
33%
|
December 31, 2016
|
|
20
|
|
33%
|
March 31, 2017
|
|
18
|
|
30%
|
June 30, 2017
|
|
20
|
|
29%
|
September 30, 2017
|
|
22
|
|
25%
|
December 31, 2017
|
|
21
|
|
35%
|
March 31, 2018
|
|
14
|
|
24%
|
June 30, 2018
|
|
23
|
|
47%
|
(1)
|
Exclusive of the fair value of new investments made during the quarter.
|
December 31, 2018:
|
Fair Value
(1)
|
|
Valuation
Model |
|
Level 3
Input |
|
Range of
Inputs |
|
Weighted
Average |
||
Senior debt and 1st lien notes
|
$
|
178,647,302
|
|
|
Income Approach
|
|
Implied Spread
|
|
4.9% – 7.0%
|
|
5.8%
|
66,964,957
|
|
|
Market Approach
|
|
Pricing Service Quotes
|
|
91.5% – 97.5%
|
|
95.4%
|
||
Subordinated debt and 2nd lien notes
|
7,679,132
|
|
|
Income
Approach |
|
Implied Spread
|
|
9.0% – 9.4%
|
|
9.3%
|
|
Equity shares
|
515,825
|
|
|
Enterprise
Value Waterfall Approach |
|
Adjusted EBITDA Multiple
|
|
9.1x – 10.3x
|
|
9.5x
|
(1)
|
One senior debt investment with a total fair value of $12,375,000 was valued using an unobservable market transaction.
|
December 31, 2017:
|
Fair Value
(1)
|
|
Valuation
Model
|
|
Level 3
Input
|
|
Range of
Inputs
|
|
Weighted
Average
|
||
Senior debt and 1st lien notes
|
$
|
249,780,755
|
|
|
Income
Approach
|
|
Required Rate of Return
|
|
6.8% – 25.0%
|
|
10.8%
|
|
|
|
|
Leverage Ratio
|
|
0.6x – 8.5x
|
|
4.4x
|
|||
|
|
|
|
Adjusted EBITDA
|
|
$2.9 million – $142.4 million
|
|
$16.2 million
|
|||
Subordinated debt and 2nd lien notes
|
570,133,358
|
|
|
Income
Approach
|
|
Required Rate of Return
|
|
8.9% – 15.1%
|
|
11.7%
|
|
|
|
|
|
Leverage Ratio
|
|
0.0x – 7.1x
|
|
4.6x
|
|||
|
|
|
|
Adjusted EBITDA
|
|
$1.0 million – $1.0 billion
|
|
$44.1 million
|
|||
Subordinated debt and 2nd lien notes
|
12,981,000
|
|
|
Enterprise
Value Waterfall
Approach |
|
Adjusted EBITDA Multiple
|
|
5.5x – 7.6x
|
|
6.6x
|
|
|
|
|
|
Adjusted EBITDA
|
|
$1.7 million – $6.6 million
|
|
$4.3 million
|
|||
|
|
|
|
Revenue Multiple
|
|
0.8x – 0.8x
|
|
0.8x
|
|||
|
|
|
|
Revenues
|
|
$76.6 million – $76.6 million
|
|
$76.6 million
|
|||
Equity shares and warrants
|
163,666,691
|
|
|
Enterprise
Value Waterfall
Approach |
|
Adjusted EBITDA Multiple
|
|
3.3x – 14.9x
|
|
7.8x
|
|
|
|
|
|
Adjusted EBITDA
|
|
$1.0 million – $60.0 million
|
|
$15.6 million
|
|||
|
|
|
|
|
Revenue Multiple
|
|
0.8x – 3.0x
|
|
1.3x
|
||
|
|
|
|
|
Revenues
|
|
$17.0 million – 76.6 million
|
|
$53.7 million
|
(1)
|
One
subordinated debt investment with a fair value of $6,434,000, one senior debt investment with a fair value of $13,022,542 and one equity security with a fair value of $266,000 were repaid or redeemed subsequent to the end of the reporting period and were valued at their transaction price.
|
|
Years Ended December 31
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Recurring Fee Income:
|
|
|
|
|
|
||||||
Amortization of loan origination fees
|
$
|
1,374,049
|
|
|
$
|
2,445,485
|
|
|
$
|
2,161,711
|
|
Management, valuation and other fees
|
427,628
|
|
|
940,361
|
|
|
1,024,213
|
|
|||
Total Recurring Fee Income
|
1,801,677
|
|
|
3,385,846
|
|
|
3,185,924
|
|
|||
Non-Recurring Fee Income:
|
|
|
|
|
|
||||||
Prepayment fees
|
1,191,943
|
|
|
2,688,814
|
|
|
1,903,251
|
|
|||
Acceleration of unamortized loan origination fees
|
1,932,367
|
|
|
4,202,078
|
|
|
2,406,688
|
|
|||
Advisory, loan amendment and other fees
|
242,914
|
|
|
371,278
|
|
|
890,002
|
|
|||
Total Non-Recurring Fee Income
|
3,367,224
|
|
|
7,262,170
|
|
|
5,199,941
|
|
|||
Total Fee Income
|
$
|
5,168,901
|
|
|
$
|
10,648,016
|
|
|
$
|
8,385,865
|
|
•
|
1.0% for the period from August 2, 2018 through December 31, 2018;
|
•
|
1.125% for the period commencing on January 1, 2019 through December 31, 2019; and
|
•
|
1.375% for all periods thereafter.
|
(i)
|
For each quarter from and after August 2, 2018 through December 31, 2019 (the "Pre-2020 Period"), the Income-Based Fee is calculated and payable quarterly in arrears based on the Pre-Incentive Fee Net Investment Income for the immediately preceding calendar quarter for which such fees are being calculated. In respect of the Pre-2020 Period, "Pre-Incentive Fee Net Investment Income" means interest income, dividend income and any other income (including any other fees, such as commitment, origination, structuring, diligence, managerial assistance and consulting fees or other fees that the Company receives from portfolio companies) accrued during the relevant calendar quarter, minus the Company’s operating expenses for such quarter (including the Base Management Fee, expenses payable under the Administration Agreement, any interest expense and any dividends paid on any issued and outstanding preferred stock, but excluding the Incentive Fee). Pre-Incentive Fee Net Investment Income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with payment-in-kind interest and zero coupon securities), accrued income not yet received in
|
(ii)
|
For each quarter beginning on and after January 1, 2020 (the "Post-2019 Period"), the Income-Based Fee will be calculated and payable quarterly in arrears based on the Pre-Incentive Fee Net Investment Income for the immediately preceding calendar quarter and the eleven preceding calendar quarters (or such fewer number of preceding calendar quarters counting each calendar quarter beginning on or after January 1, 2020) (each such period will be referred to as the "Trailing Twelve Quarters") for which such fees are being calculated and will be payable promptly following the filing of the Company’s financial statements for such quarter. In respect of the Post-2019 Period, "Pre-Incentive Fee Net Investment Income" means interest income, dividend income and any other income (including any other fees, such as commitment, origination, structuring, diligence, managerial assistance and consulting fees or other fees that the Company receives from portfolio companies) accrued during the relevant Trailing Twelve Quarters, minus the Company’s operating expenses for such Trailing Twelve Quarters (including the Base Management Fee, expenses payable under the Administration Agreement, any interest expense and any dividends paid on any issued and outstanding preferred stock, but excluding the Incentive Fee) divided by the number of quarters that comprise the relevant Trailing Twelve Quarters. Pre-Incentive Fee Net Investment Income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with payment-in-kind interest and zero coupon securities), accrued income not yet received in cash. Pre-Incentive Fee Net Investment Income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation.
|
(iii)
|
Pre-Incentive Fee Net Investment Income, expressed as a rate of return on the value of the Company’s net assets (defined as total assets less senior securities constituting indebtedness and preferred stock) at the end of the calendar quarter for which such fees are being calculated, is compared to a "hurdle rate", expressed as a rate of return on the value of the Company’s net assets at the end of the most recently completed calendar quarter, of 2% per quarter (8% annualized). The Company pays the Adviser the Income-Based Fee with respect to the Company’s Pre-Incentive Fee Net Investment Income in each calendar quarter as follows:
|
(1)
|
(a) With respect to the Pre-2020 Period, no Income-Based Fee for any calendar quarter in which the Company’s Pre-Incentive Fee Net Investment Income (as defined in paragraph (i) above) does not exceed the hurdle rate;
|
(2)
|
(a) With respect to the Pre-2020 Period, 100% of the Company’s Pre-Incentive Fee Net Investment Income (as defined in paragraph (i) above) for any calendar quarter with respect to that portion of the Pre-Incentive Fee Net Investment Income for such quarter, if any, that exceeds the hurdle rate but is less than 2.5% (10% annualized) (the "Pre-2020 Catch-Up Amount"). The Pre-2020 Catch-Up Amount is intended to provide the Adviser with an incentive fee of 20% on all of the Company’s Pre-Incentive Fee Net Investment Income (as defined in paragraph (i) above) when the Company’s Pre-Incentive Fee Net Investment Income (as defined in paragraph (i) above) reaches 2% per quarter (8% annualized);
|
(3)
|
(a) With respect to the Pre-2020 Period, 20% of the amount of the Company’s Pre-Incentive Fee Net Investment Income (as defined in paragraph (i) above) for any calendar quarter with respect to that portion of the Pre-Incentive Fee Net Investment Income (as defined in paragraph (i) above) for such quarter, if any, that exceeds the Pre-2020 Catch-Up Amount; and
|
•
|
the allocable portion of the Adviser’s rent for the Company’s Chief Financial Officer and the Chief Compliance Officer and their respective staffs, which is based upon the allocable portion of the usage thereof by such personnel in connection with their performance of administrative services under the Administration Agreement;
|
•
|
the allocable portion of the salaries, bonuses, benefits and expenses of the Company’s Chief Financial Officer and Chief Compliance Officer and their respective staffs, which is based upon the allocable portion of the time spent by such personnel in connection with performing administrative services for the Company under the Administration Agreement;
|
•
|
the actual cost of goods and services used for the Company and obtained by the Adviser from entities not affiliated with the Company, which is reasonably allocated to the Company on the basis of assets, revenues, time records or other method conforming with generally accepted accounting principles;
|
•
|
all fees, costs and expenses associated with the engagement of a sub-administrator, if any; and
|
•
|
costs associated with (a) the monitoring and preparation of regulatory reporting, including registration statements and amendments thereto, prospectus supplements, and tax reporting, (b) the coordination and oversight of service provider activities and the direct cost of such contractual matters related thereto and (c) the preparation of all financial statements and the coordination and oversight of audits, regulatory inquiries, certifications and sub-certifications.
|
|
|
Cost
|
|
Percent of
Total
Portfolio
|
|
Fair Value
|
|
Percent of
Total
Portfolio
|
|
Percent of
Total
Net Assets
|
|||||||
December 31, 2018:
|
|
|
|
|
|
|
|
|
|
|
|||||||
Senior debt and 1
st
lien notes
|
|
$
|
1,120,401,043
|
|
|
95
|
%
|
|
$
|
1,068,436,847
|
|
|
95
|
%
|
|
190
|
%
|
Subordinated debt and 2
nd
lien notes
|
|
7,777,847
|
|
|
1
|
|
|
7,679,132
|
|
|
1
|
|
|
1
|
|
||
Equity shares
|
|
515,825
|
|
|
—
|
|
|
515,825
|
|
|
—
|
|
|
—
|
|
||
Short-term investments
|
|
45,223,941
|
|
|
4
|
|
|
45,223,941
|
|
|
4
|
|
|
8
|
|
||
|
|
$
|
1,173,918,656
|
|
|
100
|
%
|
|
$
|
1,121,855,745
|
|
|
100
|
%
|
|
199
|
%
|
December 31, 2017:
|
|
|
|
|
|
|
|
|
|
|
|||||||
Senior debt and 1
st
lien notes
|
|
$
|
275,088,787
|
|
|
25
|
%
|
|
$
|
262,803,297
|
|
|
26
|
%
|
|
41
|
%
|
Subordinated debt and 2
nd
lien notes
|
|
710,543,854
|
|
|
63
|
|
|
589,548,358
|
|
|
58
|
|
|
92
|
|
||
Equity shares
|
|
134,301,587
|
|
|
12
|
|
|
162,543,691
|
|
|
16
|
|
|
25
|
|
||
Equity warrants
|
|
1,691,617
|
|
|
—
|
|
|
1,389,000
|
|
|
—
|
|
|
—
|
|
||
|
|
$
|
1,121,625,845
|
|
|
100
|
%
|
|
$
|
1,016,284,346
|
|
|
100
|
%
|
|
158
|
%
|
|
December 31, 2018
|
Percent of Portfolio
|
|||
Aerospace and Defense
|
$
|
28,944,709
|
|
2.7
|
%
|
Automotive
|
36,052,950
|
|
3.3
|
%
|
|
Banking, Finance, Insurance and Real Estate
|
97,220,907
|
|
9.0
|
%
|
|
Beverage, Food and Tobacco
|
30,978,576
|
|
2.9
|
%
|
|
Capital Equipment
|
46,630,026
|
|
4.3
|
%
|
|
Chemicals, Plastics, and Rubber
|
23,983,552
|
|
2.2
|
%
|
|
Construction and Building
|
29,157,682
|
|
2.7
|
%
|
|
Consumer goods: Durable
|
21,118,531
|
|
2.0
|
%
|
|
Consumer goods: Non-durable
|
25,025,317
|
|
2.3
|
%
|
|
Containers, Packaging and Glass
|
53,729,065
|
|
5.0
|
%
|
|
Energy: Electricity
|
17,682,349
|
|
1.6
|
%
|
|
Energy: Oil and Gas
|
17,872,908
|
|
1.7
|
%
|
|
Healthcare and Pharmaceuticals
|
143,160,276
|
|
13.3
|
%
|
|
High Tech Industries
|
93,740,806
|
|
8.7
|
%
|
|
Hotel, Gaming and Leisure
|
23,742,260
|
|
2.2
|
%
|
|
Media: Advertising, Printing and Publishing
|
30,315,332
|
|
2.8
|
%
|
|
Media: Broadcasting and Subscription
|
22,510,963
|
|
2.1
|
%
|
|
Media: Diversified and Production
|
15,325,025
|
|
1.4
|
%
|
|
Metals and Mining
|
5,944,424
|
|
0.6
|
%
|
|
Retail
|
53,507,322
|
|
5.0
|
%
|
|
Services: Business
|
107,136,887
|
|
10.0
|
%
|
|
Services: Consumer
|
31,122,421
|
|
2.9
|
%
|
|
Telecommunications
|
26,019,130
|
|
2.4
|
%
|
|
Transportation: Cargo
|
54,394,774
|
|
5.1
|
%
|
|
Transportation: Consumer
|
18,755,533
|
|
1.7
|
%
|
|
Utilities: Electric
|
10,656,505
|
|
1.0
|
%
|
|
Utilities: Oil and Gas
|
11,903,574
|
|
1.1
|
%
|
|
Total
|
$
|
1,076,631,804
|
|
100.0
|
%
|
|
Fair Value at December 31, 2018
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Senior debt and 1
st
lien notes
|
$
|
—
|
|
|
$
|
810,449,588
|
|
|
$
|
257,987,259
|
|
|
$
|
1,068,436,847
|
|
Subordinated debt and 2
nd
lien notes
|
—
|
|
|
—
|
|
|
7,679,132
|
|
|
7,679,132
|
|
||||
Equity shares
|
—
|
|
|
—
|
|
|
515,825
|
|
|
515,825
|
|
||||
Short-term investments
|
45,223,941
|
|
|
—
|
|
|
—
|
|
|
45,223,941
|
|
||||
|
$
|
45,223,941
|
|
|
$
|
810,449,588
|
|
|
$
|
266,182,216
|
|
|
$
|
1,121,855,745
|
|
|
|
|
|
|
|
|
|
||||||||
|
Fair Value at December 31, 2017
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Senior debt and 1
st
lien notes
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
262,803,297
|
|
|
$
|
262,803,297
|
|
Subordinated debt and 2
nd
lien notes
|
—
|
|
|
—
|
|
|
589,548,358
|
|
|
589,548,358
|
|
||||
Equity shares
|
—
|
|
|
—
|
|
|
162,543,691
|
|
|
162,543,691
|
|
||||
Equity warrants
|
—
|
|
|
—
|
|
|
1,389,000
|
|
|
1,389,000
|
|
||||
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,016,284,346
|
|
|
$
|
1,016,284,346
|
|
Year Ended
December 31, 2018:
|
Senior Debt
and 1
st
Lien
Notes
|
|
Subordinated
Debt and 2
nd
Lien Notes
|
|
Equity
Shares
|
|
Equity
Warrants
|
|
Total
|
||||||||||
Fair value, beginning of period
|
$
|
262,803,297
|
|
|
$
|
589,548,358
|
|
|
$
|
162,543,691
|
|
|
$
|
1,389,000
|
|
|
$
|
1,016,284,346
|
|
New investments
|
301,886,586
|
|
|
15,793,789
|
|
|
3,086,424
|
|
|
—
|
|
|
320,766,799
|
|
|||||
Investment reclass
|
8,617,000
|
|
|
(8,617,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Proceeds from sales of investments
|
(14,776,133
|
)
|
|
—
|
|
|
(36,265,416
|
)
|
|
(708
|
)
|
|
(51,042,257
|
)
|
|||||
Proceeds from sales of investments to BSP
|
(234,603,624
|
)
|
|
(418,521,991
|
)
|
|
(132,723,128
|
)
|
|
(1,202,274
|
)
|
|
(787,051,017
|
)
|
|||||
Loan origination fees received
|
(3,912,105
|
)
|
|
(168,690
|
)
|
|
—
|
|
|
—
|
|
|
(4,080,795
|
)
|
|||||
Principal repayments received
|
(29,738,476
|
)
|
|
(143,419,588
|
)
|
|
—
|
|
|
—
|
|
|
(173,158,064
|
)
|
|||||
PIK interest earned
|
259,414
|
|
|
3,517,139
|
|
|
—
|
|
|
—
|
|
|
3,776,553
|
|
|||||
PIK interest payments received
|
(1,403,097
|
)
|
|
(2,494,389
|
)
|
|
—
|
|
|
—
|
|
|
(3,897,486
|
)
|
|||||
Accretion of loan discounts
|
3,060
|
|
|
14,188
|
|
|
—
|
|
|
—
|
|
|
17,248
|
|
|||||
Accretion of deferred loan origination revenue
|
608,807
|
|
|
2,697,059
|
|
|
—
|
|
|
—
|
|
|
3,305,866
|
|
|||||
Realized gain (loss)
|
(42,949,422
|
)
|
|
(147,889,422
|
)
|
|
32,116,354
|
|
|
(488,635
|
)
|
|
(159,211,125
|
)
|
|||||
Unrealized appreciation (depreciation)
|
11,191,952
|
|
|
117,219,679
|
|
|
(28,242,100
|
)
|
|
302,617
|
|
|
100,472,148
|
|
|||||
Fair value, end of period
|
$
|
257,987,259
|
|
|
$
|
7,679,132
|
|
|
$
|
515,825
|
|
|
$
|
—
|
|
|
$
|
266,182,216
|
|
Year Ended
December 31, 2017:
|
Senior Debt
and 1
st
Lien
Notes
|
|
Subordinated
Debt and 2
nd
Lien Notes
|
|
Equity
Shares
|
|
Equity
Warrants
|
|
Total
|
||||||||||
Fair value, beginning of period
|
$
|
191,643,157
|
|
|
$
|
690,159,367
|
|
|
$
|
154,216,657
|
|
|
$
|
1,888,000
|
|
|
$
|
1,037,907,181
|
|
New investments
|
205,493,670
|
|
|
262,333,868
|
|
|
15,915,860
|
|
|
—
|
|
|
483,743,398
|
|
|||||
Investment reclass
|
(42,014,656
|
)
|
|
33,614,656
|
|
|
8,400,000
|
|
|
—
|
|
|
—
|
|
|||||
Proceeds from sales of investments
|
—
|
|
|
—
|
|
|
(29,065,946
|
)
|
|
(550,863
|
)
|
|
(29,616,809
|
)
|
|||||
Loan origination fees received
|
(2,938,834
|
)
|
|
(4,355,181
|
)
|
|
—
|
|
|
—
|
|
|
(7,294,015
|
)
|
|||||
Principal repayments received
|
(71,949,131
|
)
|
|
(302,112,732
|
)
|
|
—
|
|
|
—
|
|
|
(374,061,863
|
)
|
|||||
PIK interest earned
|
1,001,142
|
|
|
9,916,389
|
|
|
—
|
|
|
—
|
|
|
10,917,531
|
|
|||||
PIK interest payments received
|
(507,979
|
)
|
|
(12,431,539
|
)
|
|
—
|
|
|
—
|
|
|
(12,939,518
|
)
|
|||||
Accretion of loan discounts
|
57,778
|
|
|
419,114
|
|
|
—
|
|
|
—
|
|
|
476,892
|
|
|||||
Accretion of deferred loan origination revenue
|
1,490,694
|
|
|
4,846,747
|
|
|
—
|
|
|
—
|
|
|
6,337,441
|
|
|||||
Realized loss
|
(14,160,007
|
)
|
|
(35,323,325
|
)
|
|
(1,473,134
|
)
|
|
(1,912,237
|
)
|
|
(52,868,703
|
)
|
|||||
Unrealized appreciation (depreciation)
|
(5,312,537
|
)
|
|
(57,519,006
|
)
|
|
14,550,254
|
|
|
1,964,100
|
|
|
(46,317,189
|
)
|
|||||
Fair value, end of period
|
$
|
262,803,297
|
|
|
$
|
589,548,358
|
|
|
$
|
162,543,691
|
|
|
$
|
1,389,000
|
|
|
$
|
1,016,284,346
|
|
Year Ended December 31, 2018:
|
Amount of Realized Gain (Loss)
|
Amount of Unrealized Gain (Loss)
|
Amount of Interest or Dividends Credited to Income(2)
|
December 31, 2017
Value
|
Gross Additions
(3)
|
Gross Reductions (4)
|
December 31, 2018
Value
|
|||||||||||||||
Portfolio Company
|
Type of Investment(1)
|
|||||||||||||||||||||
Investments not held at the end of the period
|
|
$
|
(75,817
|
)
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
75,817
|
|
$
|
75,817
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Total Control Investments
|
(38,542,704
|
)
|
24,387,532
|
|
752,624
|
|
37,988,000
|
|
30,746,417
|
|
68,734,417
|
|
—
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||||||||
Affiliate Investments:
|
|
|
|
|
|
|
|
|
||||||||||||||
All Metals Holding, LLC
|
Subordinated Note (12% Cash, 1% PIK)
|
101,129
|
|
(155,098
|
)
|
149,598
|
|
6,434,000
|
|
162,778
|
|
6,596,778
|
|
—
|
|
|||||||
Units (318,977 units)
|
(535,011
|
)
|
527,331
|
|
—
|
|
266,000
|
|
527,331
|
|
793,331
|
|
—
|
|
||||||||
|
(433,882
|
)
|
372,233
|
|
149,598
|
|
6,700,000
|
|
690,109
|
|
7,390,109
|
|
—
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||||||||
Consolidated Lumber Holdings, LLC
|
Class A Units (15,000 units)
|
1,000,000
|
|
(3,000,000
|
)
|
339,893
|
|
4,500,000
|
|
1,000,000
|
|
5,500,000
|
|
—
|
|
|||||||
|
1,000,000
|
|
(3,000,000
|
)
|
339,893
|
|
4,500,000
|
|
1,000,000
|
|
5,500,000
|
|
—
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||||||||
FCL Holding SPV, LLC
|
Class A Interest (24,873 units)
|
413,760
|
|
(278,000
|
)
|
302,294
|
|
570,000
|
|
413,760
|
|
983,760
|
|
—
|
|
|||||||
Class B Interest (48,427 units)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
Class B Interest (3,746 units)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
|
413,760
|
|
(278,000
|
)
|
302,294
|
|
570,000
|
|
413,760
|
|
983,760
|
|
—
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||||||||
Mac Land Holdings, Inc.
|
Common Stock (139 shares)
|
(369,000
|
)
|
369,000
|
|
—
|
|
—
|
|
369,000
|
|
369,000
|
|
—
|
|
|||||||
|
(369,000
|
)
|
369,000
|
|
—
|
|
—
|
|
369,000
|
|
369,000
|
|
—
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||||||||
NB Products, Inc.
|
Subordinated Note (12% Cash, 2% PIK)
|
1,040,327
|
|
—
|
|
2,125,986
|
|
23,308,085
|
|
1,374,840
|
|
24,682,925
|
|
—
|
|
|||||||
Jr. Subordinated Note (10% PIK)
|
282,473
|
|
—
|
|
325,662
|
|
5,114,592
|
|
609,514
|
|
5,724,106
|
|
—
|
|
||||||||
Jr. Subordinated Bridge Note (20% PIK)
|
72,836
|
|
—
|
|
297,881
|
|
2,412,295
|
|
371,461
|
|
2,783,756
|
|
—
|
|
||||||||
Series A Redeemable Senior Preferred Stock (7,839 shares)
|
3,478,355
|
|
(2,768,352
|
)
|
—
|
|
10,390,000
|
|
3,478,355
|
|
13,868,355
|
|
—
|
|
||||||||
Common Stock (1,668,691 shares)
|
34,666,262
|
|
(15,710,262
|
)
|
—
|
|
16,044,000
|
|
34,666,262
|
|
50,710,262
|
|
—
|
|
||||||||
|
39,540,253
|
|
(18,478,614
|
)
|
2,749,529
|
|
57,268,972
|
|
40,500,432
|
|
97,769,404
|
|
—
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||||||||
Passport Food Group, LLC
|
Senior Notes (LIBOR + 9.0% Cash)
(6)
|
(7,234,021
|
)
|
2,976,160
|
|
1,346,145
|
|
16,672,000
|
|
3,016,086
|
|
19,688,086
|
|
—
|
|
|||||||
Common Stock (20,000 shares)
|
(2,000,000
|
)
|
1,643,000
|
|
—
|
|
357,000
|
|
1,643,000
|
|
2,000,000
|
|
—
|
|
||||||||
|
(9,234,021
|
)
|
4,619,160
|
|
1,346,145
|
|
17,029,000
|
|
4,659,086
|
|
21,688,086
|
|
—
|
|
||||||||
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2018:
|
Amount of Realized Gain (Loss)
|
Amount of Unrealized Gain (Loss)
|
Amount of Interest or Dividends Credited to Income(2)
|
December 31, 2017
Value
|
Gross Additions
(3)
|
Gross Reductions (4)
|
December 31, 2018
Value
|
|||||||||||||||
Portfolio Company
|
Type of Investment(1)
|
|||||||||||||||||||||
PCX Aerostructures, LLC
|
Subordinated Note (6% Cash)
|
$
|
(8,589,777
|
)
|
$
|
8,670,000
|
|
$
|
1,353,746
|
|
$
|
22,574,000
|
|
$
|
9,495,146
|
|
$
|
32,069,146
|
|
$
|
—
|
|
Subordinated Note (6% PIK)
|
—
|
|
211,286
|
|
5,068
|
|
548,000
|
|
216,354
|
|
764,354
|
|
—
|
|
||||||||
Series A Preferred Stock (6,066 shares)
|
(6,065,621
|
)
|
6,065,621
|
|
—
|
|
—
|
|
6,065,621
|
|
6,065,621
|
|
—
|
|
||||||||
Series B Preferred Stock (1,411 shares)
|
(1,410,514
|
)
|
410,514
|
|
—
|
|
—
|
|
1,410,514
|
|
1,410,514
|
|
—
|
|
||||||||
Class A Common Stock (121,922 shares)
|
(30,480
|
)
|
30,480
|
|
—
|
|
—
|
|
30,480
|
|
30,480
|
|
—
|
|
||||||||
|
(16,096,392
|
)
|
15,387,901
|
|
1,358,814
|
|
23,122,000
|
|
17,218,115
|
|
40,340,115
|
|
—
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||||||||
Team Waste, LLC
|
Subordinated Note (10% Cash, 2% PIK)
|
—
|
|
—
|
|
297,923
|
|
4,930,962
|
|
113,713
|
|
5,044,675
|
|
—
|
|
|||||||
Preferred Units (500,000 units)
|
3,475,467
|
|
—
|
|
—
|
|
10,000,000
|
|
3,475,467
|
|
13,475,467
|
|
—
|
|
||||||||
|
3,475,467
|
|
—
|
|
297,923
|
|
14,930,962
|
|
3,589,180
|
|
18,520,142
|
|
—
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||||||||
Technology Crops, LLC
|
Senior Notes (12% Cash)
(5)
|
(8,493,169
|
)
|
3,677,102
|
|
592,861
|
|
8,617,000
|
|
3,677,102
|
|
12,294,102
|
|
—
|
|
|||||||
Common Units (50 units)
|
(500,000
|
)
|
500,000
|
|
—
|
|
—
|
|
500,000
|
|
500,000
|
|
—
|
|
||||||||
|
(8,993,169
|
)
|
4,177,102
|
|
592,861
|
|
8,617,000
|
|
4,177,102
|
|
12,794,102
|
|
—
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||||||||
TGaS Advisors, LLC
|
Senior Note (10% Cash, 1% PIK)
|
(282,587
|
)
|
—
|
|
648,832
|
|
9,431,015
|
|
91,895
|
|
9,522,910
|
|
—
|
|
|||||||
Preferred Units (1,685,357 units)
|
206,638
|
|
32,069
|
|
—
|
|
1,524,000
|
|
238,707
|
|
1,762,707
|
|
—
|
|
||||||||
|
(75,949
|
)
|
32,069
|
|
648,832
|
|
10,955,015
|
|
330,602
|
|
11,285,617
|
|
—
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||||||||
Tulcan Fund IV, L.P.
|
Common Units (1,000,000 units)
|
(950,000
|
)
|
1,000,000
|
|
—
|
|
—
|
|
1,000,000
|
|
1,000,000
|
|
—
|
|
|||||||
|
(950,000
|
)
|
1,000,000
|
|
—
|
|
—
|
|
1,000,000
|
|
1,000,000
|
|
—
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||||||||
United Retirement Plan Consultants, Inc.
|
Series A Preferred Shares (9,400 shares)
|
169,252
|
|
(96,252
|
)
|
—
|
|
302,000
|
|
169,252
|
|
471,252
|
|
—
|
|
|||||||
Common Shares (100,000 shares)
|
(175,000
|
)
|
581,000
|
|
—
|
|
419,000
|
|
581,000
|
|
1,000,000
|
|
—
|
|
||||||||
|
(5,748
|
)
|
484,748
|
|
—
|
|
721,000
|
|
750,252
|
|
1,471,252
|
|
—
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||||||||
Wythe Will Tzetzo, LLC
|
Series A Preferred Units (99,829 units)
|
1,312,617
|
|
(2,688,000
|
)
|
—
|
|
2,688,000
|
|
1,312,617
|
|
4,000,617
|
|
—
|
|
|||||||
|
1,312,617
|
|
(2,688,000
|
)
|
—
|
|
2,688,000
|
|
1,312,617
|
|
4,000,617
|
|
—
|
|
||||||||
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2018:
|
Amount of Realized Gain (Loss)
|
Amount of Unrealized Gain (Loss)
|
Amount of Interest or Dividends Credited to Income(2)
|
December 31, 2017
Value
|
Gross Additions
(3)
|
Gross Reductions (4)
|
December 31, 2018
Value
|
|||||||||||||||
Portfolio Company
|
Type of Investment(1)
|
|||||||||||||||||||||
Investments not held at the end of the period
|
|
$
|
355,394
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
473,234
|
|
$
|
473,234
|
|
$
|
—
|
|
Deferred taxes
|
|
—
|
|
1,199,969
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||
|
|
|
|
|
|
|
|
|
||||||||||||||
Total Affiliate Investments
|
$
|
9,939,330
|
|
$
|
3,197,568
|
|
$
|
7,785,889
|
|
$
|
147,101,949
|
|
$
|
76,483,489
|
|
$
|
223,585,438
|
|
$
|
—
|
|
(1)
|
All debt investments are income producing, unless otherwise noted. Equity and equity-linked investments are non-income producing, unless otherwise noted. The fair values of all investments were determined using significant unobservable inputs.
|
(2)
|
Represents the total amount of interest, fees or dividends credited to income for the portion of the year an investment was included in Control or Affiliate categories, respectively. Amounts include accrued PIK interest if the description of the security includes disclosure of a PIK interest rate.
|
(3)
|
Gross additions include increases in the cost basis of investments resulting from new portfolio investments, follow-on investments and accrued PIK interest. Gross additions also include net increases in unrealized appreciation or net decreases in unrealized depreciation.
|
(4)
|
Gross reductions include decreases in the total cost basis of investments resulting from principal or PIK repayments or sales. Gross reductions also include net increases in unrealized depreciation or net decreases in unrealized appreciation.
|
(5)
|
Non-accrual investment.
|
(6)
|
Index-based floating interest rate is subject to contractual minimum interest rate. A majority of the variable rate loans in the Company's investment portfolio bear interest at a rate that may be determined by reference to either LIBOR or an alternate Base Rate (commonly based on the Federal Funds Rate or the Prime Rate), which typically resets semi-annually, quarterly, or monthly at the borrower's option. The borrower may also elect to have multiple interest reset periods for each loan.
|
Year Ended December 31, 2017:
|
Amount of Realized Gain (Loss)
|
Amount of Unrealized Gain (Loss)
|
Amount of Interest or Dividends Credited to Income(2)
|
December 31, 2016
Value
|
Gross Additions
(3)
|
Gross Reductions (4)
|
December 31, 2017
Value
|
|||||||||||||||
Portfolio Company
|
Type of Investment(1)
|
|||||||||||||||||||||
Control Investments:
|
|
|
|
|
|
|
|
|
||||||||||||||
CRS Reprocessing, LLC
|
Debtor in Possession Loan (8% PIK)
|
$
|
(2,634,714
|
)
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
4,000,000
|
|
$
|
4,000,000
|
|
$
|
—
|
|
Senior Notes (
LIBOR + 3.5%
)
(6)
|
(1,938,339
|
)
|
—
|
|
79,534
|
|
2,942,769
|
|
—
|
|
2,942,769
|
|
—
|
|
||||||||
Split Collateral Term Loans (8% Cash)
|
(11,554,845
|
)
|
5,010,464
|
|
513,963
|
|
6,182,000
|
|
11,360,464
|
|
17,542,464
|
|
—
|
|
||||||||
Subordinated Note (5% Cash)
|
(82,335
|
)
|
—
|
|
—
|
|
—
|
|
125,000
|
|
125,000
|
|
—
|
|
||||||||
Series F Preferred Units (705,321 units)
|
(9,134,807
|
)
|
9,134,807
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
Common Units (15,174 units)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|||||||||
|
(25,345,040
|
)
|
14,145,271
|
|
593,497
|
|
9,124,769
|
|
15,485,464
|
|
24,610,233
|
|
—
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||||||||
CRS-SPV, Inc.
|
Common Stock (1,100 shares)
|
—
|
|
1,855,000
|
|
—
|
|
—
|
|
20,283,000
|
|
—
|
|
20,283,000
|
|
|||||||
|
—
|
|
1,855,000
|
|
—
|
|
—
|
|
20,283,000
|
|
—
|
|
20,283,000
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||||||||
DCWV Acquisition Corporation
|
Senior Subordinated Note (15% PIK)
|
(250,000
|
)
|
—
|
|
—
|
|
250,000
|
|
—
|
|
250,000
|
|
—
|
|
|||||||
Subordinated Note (12% Cash, 3% PIK)
|
(4,396,350
|
)
|
4,789,633
|
|
—
|
|
1,389,000
|
|
4,789,633
|
|
6,178,633
|
|
—
|
|
||||||||
Jr. Subordinated Note (15% PIK)
|
(2,000,000
|
)
|
2,000,000
|
|
—
|
|
—
|
|
2,000,000
|
|
2,000,000
|
|
—
|
|
||||||||
Series A Preferred Equity (1,200 shares)
|
(1,200,000
|
)
|
1,200,000
|
|
—
|
|
—
|
|
1,200,000
|
|
1,200,000
|
|
—
|
|
||||||||
100% Common Shares
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
|
(7,846,350
|
)
|
7,989,633
|
|
—
|
|
1,639,000
|
|
7,989,633
|
|
9,628,633
|
|
—
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||||||||
DialogDirect, Inc.
|
Subordinated Note (8% PIK)
|
(7,523,038
|
)
|
6,640,226
|
|
—
|
|
—
|
|
20,020,227
|
|
20,020,227
|
|
—
|
|
|||||||
Class A Common Units (1,176,500 units)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
|
(7,523,038
|
)
|
6,640,226
|
|
—
|
|
—
|
|
20,020,227
|
|
20,020,227
|
|
—
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||||||||
|
|
|
|
|
|
|
|
|
||||||||||||||
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2017:
|
Amount of Realized Gain (Loss)
|
Amount of Unrealized Gain (Loss)
|
Amount of Interest or Dividends Credited to Income(2)
|
December 31, 2016
Value
|
Gross Additions
(3)
|
Gross Reductions (4)
|
December 31, 2017
Value
|
|||||||||||||||
Portfolio Company
|
Type of Investment(1)
|
|||||||||||||||||||||
Frank Entertainment Group, LLC
(7)
|
Senior Note (6% Cash)
(5)
|
$
|
—
|
|
$
|
(3,127,606
|
)
|
$
|
—
|
|
$
|
—
|
|
$
|
9,808,054
|
|
$
|
3,267,054
|
|
$
|
6,541,000
|
|
Second Lien Term Note (2.5% Cash)
(5)
|
—
|
|
(2,705,479
|
)
|
—
|
|
—
|
|
2,715,723
|
|
2,715,723
|
|
—
|
|
||||||||
Redeemable Preferred Units (2,800,000 units)
|
—
|
|
(1,074,000
|
)
|
—
|
|
—
|
|
1,074,000
|
|
1,074,000
|
|
—
|
|
||||||||
Redeemable Class B Preferred Units (2,800,000 units)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
Class A Common Units (606,552 units)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
|
—
|
|
(6,907,085
|
)
|
—
|
|
—
|
|
13,597,777
|
|
7,056,777
|
|
6,541,000
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||||||||
FrontStream Holdings, LLC
|
Subordinate Note (LIBOR + 6%, 7.3% Cash)
|
—
|
|
348,542
|
|
—
|
|
—
|
|
7,663,542
|
|
249,542
|
|
7,414,000
|
|
|||||||
Common Stock (1,000 shares)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
|
—
|
|
348,542
|
|
—
|
|
—
|
|
7,663,542
|
|
249,542
|
|
7,414,000
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||||||||
Frontstreet Facility Solutions, Inc.
|
Subordinated Note (13% Cash)
|
—
|
|
(1,014,755
|
)
|
569,586
|
|
—
|
|
4,764,755
|
|
1,014,755
|
|
3,750,000
|
|
|||||||
Series A Convertible Preferred Stock (60,000 shares)
|
—
|
|
(575
|
)
|
—
|
|
—
|
|
575
|
|
575
|
|
—
|
|
||||||||
Series B Convertible Preferred Stock (20,000 shares)
|
—
|
|
(144
|
)
|
—
|
|
—
|
|
144
|
|
144
|
|
—
|
|
||||||||
Common Stock (27,890 shares)
|
—
|
|
(279
|
)
|
—
|
|
—
|
|
279
|
|
279
|
|
—
|
|
||||||||
|
—
|
|
(1,015,753
|
)
|
569,586
|
|
—
|
|
4,765,753
|
|
1,015,753
|
|
3,750,000
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||||||||
Gerli & Company
|
Subordinated Note (13% Cash)
|
(375,000
|
)
|
375,000
|
|
—
|
|
—
|
|
375,000
|
|
375,000
|
|
—
|
|
|||||||
Subordinated Note (8.5% Cash)
|
(3,000,000
|
)
|
3,000,000
|
|
—
|
|
—
|
|
3,000,000
|
|
3,000,000
|
|
—
|
|
||||||||
Class A Preferred Shares (1,211 shares)
|
(855,000
|
)
|
855,000
|
|
—
|
|
—
|
|
855,000
|
|
855,000
|
|
—
|
|
||||||||
Class C Preferred Shares (744 shares)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
Class E Preferred Shares (400 shares)
|
(161,440
|
)
|
161,440
|
|
—
|
|
—
|
|
161,440
|
|
161,440
|
|
—
|
|
||||||||
Common Stock (300 shares)
|
(100,000
|
)
|
100,000
|
|
—
|
|
—
|
|
100,000
|
|
100,000
|
|
—
|
|
||||||||
|
(4,491,440
|
)
|
4,491,440
|
|
—
|
|
—
|
|
4,491,440
|
|
4,491,440
|
|
—
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||||||||
SRC Worldwide, Inc.
|
Common Stock (5,000 shares)
|
—
|
|
—
|
|
400,000
|
|
8,028,000
|
|
—
|
|
8,028,000
|
|
—
|
|
|||||||
|
—
|
|
—
|
|
400,000
|
|
8,028,000
|
|
—
|
|
8,028,000
|
|
—
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||||||||
Total Control Investments
|
(45,205,868
|
)
|
27,547,274
|
|
1,563,083
|
|
18,791,769
|
|
94,296,836
|
|
75,100,605
|
|
37,988,000
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||||||||
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2017:
|
Amount of Realized Gain (Loss)
|
Amount of Unrealized Gain (Loss)
|
Amount of Interest or Dividends Credited to Income(2)
|
December 31, 2016
Value
|
Gross Additions
(3)
|
Gross Reductions (4)
|
December 31, 2017
Value
|
|||||||||||||||
Portfolio Company
|
Type of Investment(1)
|
|||||||||||||||||||||
Affiliate Investments:
|
|
|
|
|
|
|
|
|
||||||||||||||
All Metals Holding, LLC
|
Subordinated Note (12% Cash, 1% PIK)
|
$
|
—
|
|
$
|
155,098
|
|
$
|
878,223
|
|
$
|
6,249,220
|
|
$
|
249,113
|
|
$
|
64,333
|
|
$
|
6,434,000
|
|
Units (318,977 units)
|
—
|
|
(488,000
|
)
|
—
|
|
754,000
|
|
—
|
|
488,000
|
|
266,000
|
|
||||||||
|
—
|
|
(332,902
|
)
|
878,223
|
|
7,003,220
|
|
249,113
|
|
552,333
|
|
6,700,000
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||||||||
CIS Secure Computing Inc.
|
Subordinated Note (12% Cash, 3% PIK)
|
—
|
|
—
|
|
1,154,260
|
|
11,670,708
|
|
207,319
|
|
11,878,027
|
|
—
|
|
|||||||
Common Stock (84 shares)
|
1,679,180
|
|
(1,652,680
|
)
|
—
|
|
2,155,000
|
|
1,679,181
|
|
3,834,181
|
|
—
|
|
||||||||
|
1,679,180
|
|
(1,652,680
|
)
|
1,154,260
|
|
13,825,708
|
|
1,886,500
|
|
15,712,208
|
|
—
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||||||||
Consolidated Lumber Holdings, LLC
|
Subordinated Note (10% Cash, 2% PIK)
|
—
|
|
(156,611
|
)
|
194,082
|
|
4,278,000
|
|
78,750
|
|
4,356,750
|
|
—
|
|
|||||||
Class A Units (15,000 units)
|
—
|
|
2,019,000
|
|
274,167
|
|
2,481,000
|
|
2,019,000
|
|
—
|
|
4,500,000
|
|
||||||||
|
—
|
|
1,862,389
|
|
468,249
|
|
6,759,000
|
|
2,097,750
|
|
4,356,750
|
|
4,500,000
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||||||||
DPII Holdings, LLC
|
Tranche III Subordinated Note (19% PIK)
|
(2,269,044
|
)
|
871,000
|
|
—
|
|
2,356,001
|
|
871,000
|
|
3,227,001
|
|
—
|
|
|||||||
Tranche I & II Subordinated Notes (12% Cash, 4% PIK)
|
(462
|
)
|
2,148,462
|
|
—
|
|
—
|
|
2,148,462
|
|
2,148,462
|
|
—
|
|
||||||||
Class A Membership Interest (17,308 units)
|
(1,107,692
|
)
|
1,107,692
|
|
—
|
|
—
|
|
1,107,692
|
|
1,107,692
|
|
—
|
|
||||||||
|
(3,377,198
|
)
|
4,127,154
|
|
—
|
|
2,356,001
|
|
4,127,154
|
|
6,483,155
|
|
—
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||||||||
FCL Holding SPV, LLC
|
Class A Interest (24,873 units)
|
—
|
|
(75,000
|
)
|
45,452
|
|
645,000
|
|
—
|
|
75,000
|
|
570,000
|
|
|||||||
Class B Interest (48,427 units)
|
—
|
|
(101,000
|
)
|
—
|
|
101,000
|
|
—
|
|
101,000
|
|
—
|
|
||||||||
Class B Interest (3,746 units)
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||||
|
—
|
|
(176,000
|
)
|
45,452
|
|
746,000
|
|
—
|
|
176,000
|
|
570,000
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||||||||
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2017:
|
Amount of Realized Gain (Loss)
|
Amount of Unrealized Gain (Loss)
|
Amount of Interest or Dividends Credited to Income(2)
|
December 31, 2016
Value
|
Gross Additions
(3)
|
Gross Reductions (4)
|
December 31, 2017
Value
|
|||||||||||||||
Portfolio Company
|
Type of Investment(1)
|
|||||||||||||||||||||
Frank Entertainment Group, LLC
(7)
|
Senior Note (LIBOR + 7%, 10% Cash, 5.8% PIK)
(6)
|
$
|
—
|
|
$
|
(1,077,888
|
)
|
$
|
823,087
|
|
$
|
9,940,684
|
|
$
|
351,600
|
|
$
|
10,292,284
|
|
$
|
—
|
|
Second Lien Term Note (10% Cash)
|
—
|
|
(174,000
|
)
|
15,000
|
|
—
|
|
1,200,000
|
|
1,200,000
|
|
—
|
|
||||||||
Class A Redeemable Preferred Units (10.5% Cash) (196,718 units)
|
—
|
|
(3,492,904
|
)
|
—
|
|
4,566,904
|
|
—
|
|
4,566,904
|
|
—
|
|
||||||||
Class B Redeemable Preferred Units (18,667 units)
|
—
|
|
(1,660,810
|
)
|
—
|
|
1,660,810
|
|
—
|
|
1,660,810
|
|
—
|
|
||||||||
Class C Redeemable Preferred Units (25,846 units)
|
—
|
|
(600,000
|
)
|
—
|
|
600,000
|
|
—
|
|
600,000
|
|
—
|
|
||||||||
Class A Common Units (43,077 units)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
Class A Common Warrants
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
|
—
|
|
(7,005,602
|
)
|
838,087
|
|
16,768,398
|
|
1,551,600
|
|
18,319,998
|
|
—
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||||||||
Mac Land Holdings, Inc.
|
Common Stock (139 shares)
|
—
|
|
(369,000
|
)
|
—
|
|
—
|
|
369,000
|
|
369,000
|
|
—
|
|
|||||||
|
—
|
|
(369,000
|
)
|
—
|
|
—
|
|
369,000
|
|
369,000
|
|
—
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||||||||
MS Bakery Holdings, Inc.
|
Preferred Units (233 units)
|
185,133
|
|
(185,133
|
)
|
—
|
|
397,000
|
|
185,133
|
|
582,133
|
|
—
|
|
|||||||
Common B Units (3,000 units)
|
2,087,323
|
|
(2,086,860
|
)
|
—
|
|
2,110,000
|
|
2,087,323
|
|
4,197,323
|
|
—
|
|
||||||||
Common A Units (1,652 units)
|
1,147,007
|
|
(1,147,007
|
)
|
—
|
|
1,162,000
|
|
1,147,007
|
|
2,309,007
|
|
—
|
|
||||||||
|
3,419,463
|
|
(3,419,000
|
)
|
—
|
|
3,669,000
|
|
3,419,463
|
|
7,088,463
|
|
—
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||||||||
Native Maine Operations, Inc.
|
Senior Notes (
LIBOR + 9%
)
(6)
|
—
|
|
—
|
|
1,338,898
|
|
—
|
|
18,000,000
|
|
18,000,000
|
|
—
|
|
|||||||
Preferred Units (20,000 units)
|
—
|
|
—
|
|
—
|
|
—
|
|
2,000,000
|
|
2,000,000
|
|
—
|
|
||||||||
|
—
|
|
—
|
|
1,338,898
|
|
—
|
|
20,000,000
|
|
20,000,000
|
|
—
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||||||||
NB Products, Inc.
|
Subordinated Note (12% Cash, 2% PIK)
|
—
|
|
—
|
|
3,540,905
|
|
22,751,190
|
|
556,895
|
|
—
|
|
23,308,085
|
|
|||||||
Jr. Subordinated Note (10% PIK)
|
—
|
|
—
|
|
503,674
|
|
4,595,921
|
|
518,671
|
|
—
|
|
5,114,592
|
|
||||||||
Jr. Subordinated Bridge Note (20% PIK)
|
—
|
|
—
|
|
439,568
|
|
1,972,727
|
|
439,568
|
|
—
|
|
2,412,295
|
|
||||||||
Series A Redeemable Senior Preferred Stock (7,839 shares)
|
—
|
|
978,000
|
|
—
|
|
9,412,000
|
|
978,000
|
|
—
|
|
10,390,000
|
|
||||||||
Common Stock (1,668,691 shares)
|
—
|
|
6,265,000
|
|
—
|
|
9,779,000
|
|
6,265,000
|
|
—
|
|
16,044,000
|
|
||||||||
|
—
|
|
7,243,000
|
|
4,484,147
|
|
48,510,838
|
|
8,758,134
|
|
—
|
|
57,268,972
|
|
||||||||
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2017:
|
Amount of Realized Gain (Loss)
|
Amount of Unrealized Gain (Loss)
|
Amount of Interest or Dividends Credited to Income(2)
|
December 31, 2016
Value
|
Gross Additions
(3)
|
Gross Reductions (4)
|
December 31, 2017
Value
|
|||||||||||||||
Portfolio Company
|
Type of Investment(1)
|
|||||||||||||||||||||
Passport Food Group, LLC
|
Senior Notes (LIBOR + 9.0%, 10.3% Cash)
(6)
|
$
|
—
|
|
$
|
(2,976,160
|
)
|
$
|
1,621,494
|
|
$
|
—
|
|
$
|
19,648,160
|
|
$
|
2,976,160
|
|
$
|
16,672,000
|
|
Common Stock (20,000 shares)
|
—
|
|
(1,643,000
|
)
|
—
|
|
—
|
|
2,000,000
|
|
1,643,000
|
|
357,000
|
|
||||||||
|
—
|
|
(4,619,160
|
)
|
1,621,494
|
|
—
|
|
21,648,160
|
|
4,619,160
|
|
17,029,000
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||||||||
PCX Aerostructures, LLC
|
Subordinated Note (10.5% Cash)
(8)
|
—
|
|
(1,481,848
|
)
|
3,354,176
|
|
21,960,000
|
|
2,095,848
|
|
1,481,848
|
|
22,574,000
|
|
|||||||
Subordinated Note (6% PIK)
(8)
|
—
|
|
(211,286
|
)
|
—
|
|
—
|
|
759,286
|
|
211,286
|
|
548,000
|
|
||||||||
Series A Preferred Stock (6,066 shares)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
Series B Preferred Stock (411 shares)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
Class A Common Stock (121,922 shares)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
|
—
|
|
(1,693,134
|
)
|
3,354,176
|
|
21,960,000
|
|
2,855,134
|
|
1,693,134
|
|
23,122,000
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||||||||
Team Waste, LLC
|
Subordinated Note (10% Cash, 2% PIK)
|
—
|
|
—
|
|
171,863
|
|
—
|
|
4,930,962
|
|
—
|
|
4,930,962
|
|
|||||||
Preferred Units (500,000 units)
|
—
|
|
—
|
|
9,000
|
|
9,100,000
|
|
900,000
|
|
—
|
|
10,000,000
|
|
||||||||
|
—
|
|
—
|
|
180,863
|
|
9,100,000
|
|
5,830,962
|
|
—
|
|
14,930,962
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||||||||
Technology Crops, LLC
|
Subordinated Notes (12% Cash)
|
—
|
|
(3,677,102
|
)
|
1,930,662
|
|
11,837,622
|
|
456,480
|
|
3,677,102
|
|
8,617,000
|
|
|||||||
Common Units (50 units)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
|
—
|
|
(3,677,102
|
)
|
1,930,662
|
|
11,837,622
|
|
456,480
|
|
3,677,102
|
|
8,617,000
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||||||||
TGaS Advisors, LLC
|
Senior Note (10% Cash, 1% PIK)
|
—
|
|
—
|
|
1,143,884
|
|
9,521,986
|
|
158,001
|
|
248,972
|
|
9,431,015
|
|
|||||||
Preferred Units (1,685,357 units)
|
—
|
|
254,000
|
|
—
|
|
1,270,000
|
|
254,000
|
|
—
|
|
1,524,000
|
|
||||||||
|
—
|
|
254,000
|
|
1,143,884
|
|
10,791,986
|
|
412,001
|
|
248,972
|
|
10,955,015
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||||||||
Tulcan Fund IV, L.P.
|
Common Units (1,000,000 units)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||||||||
United Retirement Plan Consultants, Inc.
|
Series A Preferred Shares (9,400 shares)
|
—
|
|
45,000
|
|
—
|
|
257,000
|
|
45,000
|
|
—
|
|
302,000
|
|
|||||||
Common Shares (100,000 shares)
|
—
|
|
118,000
|
|
—
|
|
301,000
|
|
118,000
|
|
—
|
|
419,000
|
|
||||||||
|
—
|
|
163,000
|
|
—
|
|
558,000
|
|
163,000
|
|
—
|
|
721,000
|
|
||||||||
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2017:
|
Amount of Realized Gain (Loss)
|
Amount of Unrealized Gain (Loss)
|
Amount of Interest or Dividends Credited to Income(2)
|
December 31, 2016
Value
|
Gross Additions
(3)
|
Gross Reductions (4)
|
December 31, 2017
Value
|
|||||||||||||||
Portfolio Company
|
Type of Investment(1)
|
|||||||||||||||||||||
Waste Recyclers Holdings, LLC
|
Class A Preferred Units (280 units)
|
$
|
(2,251,100
|
)
|
$
|
2,251,100
|
|
$
|
—
|
|
$
|
—
|
|
$
|
2,251,100
|
|
$
|
2,251,100
|
|
$
|
—
|
|
Class B Preferred Units (11,484,867 units)
|
(2,935,218
|
)
|
2,487,218
|
|
—
|
|
817,000
|
|
2,487,218
|
|
3,304,218
|
|
—
|
|
||||||||
Common Unit Purchase Warrant (1,170,083 units)
|
(748,900
|
)
|
748,900
|
|
—
|
|
—
|
|
748,900
|
|
748,900
|
|
—
|
|
||||||||
Common Units (153,219 units)
|
(180,783
|
)
|
180,783
|
|
—
|
|
—
|
|
180,783
|
|
180,783
|
|
—
|
|
||||||||
|
(6,116,001
|
)
|
5,668,001
|
|
—
|
|
817,000
|
|
5,668,001
|
|
6,485,001
|
|
—
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||||||||
Wythe Will Tzetzo, LLC
|
Series A Preferred Units (99,829 units)
|
—
|
|
(4,120,000
|
)
|
—
|
|
6,808,000
|
|
—
|
|
4,120,000
|
|
2,688,000
|
|
|||||||
|
—
|
|
(4,120,000
|
)
|
—
|
|
6,808,000
|
|
—
|
|
4,120,000
|
|
2,688,000
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||||||||
Investments not held at the end of the period
|
|
414,889
|
|
—
|
|
—
|
|
—
|
|
414,889
|
|
414,889
|
|
—
|
|
|||||||
Deferred taxes
|
|
—
|
|
390,990
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||
|
|
|
|
|
|
|
|
|
||||||||||||||
Total Affiliate Investments
|
$
|
(3,979,667
|
)
|
$
|
(7,356,046
|
)
|
$
|
17,438,395
|
|
$
|
161,510,773
|
|
$
|
79,907,341
|
|
$
|
94,316,165
|
|
$
|
147,101,949
|
|
(1)
|
All debt investments are income producing, unless otherwise noted. Equity and equity-linked investments are non-income producing, unless otherwise noted. The fair values of all investments were determined using significant unobservable inputs.
|
(2)
|
Represents the total amount of interest, fees or dividends credited to income for the portion of the year an investment was included in Control or Affiliate categories, respectively. Amounts include accrued PIK interest if the description of the security includes disclosure of a PIK interest rate.
|
(3)
|
Gross additions include increases in the cost basis of investments resulting from new portfolio investments, follow-on investments and accrued PIK interest. Gross additions also include net increases in unrealized appreciation or net decreases in unrealized depreciation.
|
(4)
|
Gross reductions include decreases in the total cost basis of investments resulting from principal or PIK repayments or sales. Gross reductions also include net increases in unrealized depreciation or net decreases in unrealized appreciation.
|
(5)
|
Non-accrual investment.
|
(6)
|
Index-based floating interest rate is subject to contractual minimum interest rate. A majority of the variable rate loans in the Company's investment portfolio bear interest at a rate that may be determined by reference to either LIBOR or an alternate Base Rate (commonly based on the Federal Funds Rate or the Prime Rate), which typically resets semi-annually, quarterly, or monthly at the borrower's option. The borrower may also elect to have multiple interest reset periods for each loan.
|
(7)
|
During the year ended December 31, 2017, as a result of a balance sheet restructuring, Frank Entertainment Group, LLC moved from an affiliate investment to a control investment.
|
(8)
|
Effective February 9, 2018, the Company's debt investments in PCX Aerostructures, LLC were amended to provide for cash interest at all-in rate of 6% per annum.
|
Issuance/Pooling Date
|
|
Maturity Date
|
|
Interest Rate as of December 31, 2018
|
|
December 31,
2018
|
|
December 31,
2017 |
||||
SBA-Guaranteed Debentures:
|
|
|
|
|
|
|
|
|
||||
March 25, 2009
|
|
March 1, 2019
|
|
N/A
|
|
$
|
—
|
|
|
$
|
22,000,000
|
|
March 24, 2010
|
|
March 1, 2020
|
|
N/A
|
|
—
|
|
|
6,800,000
|
|
||
September 22, 2010
|
|
September 1, 2020
|
|
N/A
|
|
—
|
|
|
32,590,000
|
|
||
March 29, 2011
|
|
March 1, 2021
|
|
N/A
|
|
—
|
|
|
75,400,000
|
|
||
September 21, 2011
|
|
September 1, 2021
|
|
N/A
|
|
—
|
|
|
19,100,000
|
|
||
March 27, 2013
|
|
March 1, 2023
|
|
N/A
|
|
—
|
|
|
30,000,000
|
|
||
September 24, 2014
|
|
September 1, 2024
|
|
N/A
|
|
—
|
|
|
31,310,000
|
|
||
September 21, 2016
|
|
September 1, 2026
|
|
N/A
|
|
—
|
|
|
32,800,000
|
|
||
Less: Deferred financing fees
|
|
|
|
N/A
|
|
—
|
|
|
(3,678,875
|
)
|
||
Total SBA-Guaranteed Debentures
|
|
|
|
|
|
$
|
—
|
|
|
$
|
246,321,125
|
|
Credit Facilities:
|
|
|
|
|
|
|
|
|
||||
May 1, 2017
|
|
April 30, 2022
|
|
N/A
|
|
$
|
—
|
|
|
$
|
156,070,484
|
|
August 3, 2018 - Class A
|
|
August 3, 2019
|
|
3.654%
|
|
190,000,000
|
|
|
—
|
|
||
August 3, 2018 - Class A-1
|
|
August 3, 2020
|
|
3.654%
|
|
380,000,000
|
|
|
—
|
|
||
Total Credit Facilities
|
|
|
|
|
|
$
|
570,000,000
|
|
|
$
|
156,070,484
|
|
Notes:
|
|
|
|
|
|
|
|
|
||||
October 19, 2012
|
|
December 15, 2022
|
|
N/A
|
|
—
|
|
|
80,500,000
|
|
||
February 6, 2015
|
|
March 15, 2022
|
|
N/A
|
|
—
|
|
|
86,250,000
|
|
||
Less: Deferred financing fees
|
|
|
|
|
|
—
|
|
|
(3,341,699
|
)
|
||
Total Notes
|
|
|
|
|
|
$
|
—
|
|
|
$
|
163,408,301
|
|
|
|
December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Additional paid in capital
|
|
$
|
5,085,295
|
|
|
$
|
(689,101
|
)
|
|
$
|
(484,037
|
)
|
Total distributable earnings (loss)
|
|
$
|
(5,085,295
|
)
|
|
$
|
689,101
|
|
|
$
|
484,037
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Ordinary income
|
|
$
|
19,960,181
|
|
|
$
|
77,484,420
|
|
|
$
|
68,239,124
|
|
Tax return of capital
|
|
$
|
850,745
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Distributions on a tax basis
|
|
$
|
20,810,926
|
|
|
$
|
77,484,420
|
|
|
$
|
68,239,124
|
|
|
|
December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Undistributed net investment income
|
|
$
|
—
|
|
|
$
|
18,384,766
|
|
|
$
|
13,510,440
|
|
Accumulated capital gains (losses)
|
|
(272,527,795
|
)
|
|
(87,489,121
|
)
|
|
(37,164,237
|
)
|
|||
Other permanent differences relating to the Company's formation
|
|
1,975,543
|
|
|
1,975,543
|
|
|
1,975,543
|
|
|||
Other temporary differences
|
|
(12,896
|
)
|
|
(7,410,910
|
)
|
|
(4,816,603
|
)
|
|||
Unrealized depreciation
|
|
(51,413,098
|
)
|
|
(107,847,526
|
)
|
|
(49,224,340
|
)
|
|||
Components of distributable earnings at year end
|
|
$
|
(321,978,246
|
)
|
|
$
|
(182,387,248
|
)
|
|
$
|
(75,719,197
|
)
|
|
|
Year Ended December 31,
|
|||||||||||||||||||
|
|
2018
|
|
2017
|
|
2016
|
|||||||||||||||
|
|
Number
of Shares
|
|
Weighted Average
Grant Date Fair
Value per Share
|
|
Number
of Shares
|
|
Weighted Average
Grant Date Fair
Value per Share
|
|
Number
of Shares
|
|
Weighted Average
Grant Date Fair
Value per Share
|
|||||||||
Unvested shares, beginning of period
|
|
748,674
|
|
|
$
|
19.79
|
|
|
631,622
|
|
|
$
|
21.23
|
|
|
778,116
|
|
|
$
|
24.10
|
|
Shares granted during the period
|
|
435,106
|
|
|
$
|
10.73
|
|
|
360,470
|
|
|
$
|
19.22
|
|
|
364,605
|
|
|
$
|
17.56
|
|
Shares vested during the period
|
|
(1,183,780
|
)
|
|
$
|
16.46
|
|
|
(243,418
|
)
|
|
$
|
22.69
|
|
|
(511,099
|
)
|
|
$
|
22.98
|
|
Unvested shares, end of period
|
|
—
|
|
|
N/A
|
|
|
748,674
|
|
|
$
|
19.79
|
|
|
631,622
|
|
|
$
|
21.23
|
|
Portfolio Company
|
Investment Type
|
December 31, 2018
|
|
December 31, 2017
|
||||
Aveanna Healthcare Holdings, Inc. (F/K/A BCPE Eagle Buyer LLC)(1)
|
Delayed Draw Term Loan
|
$
|
804,620
|
|
|
$
|
—
|
|
Deva Holdings, Inc.
|
Revolver
|
—
|
|
|
2,500,000
|
|
||
DLC Acquisition, LLC
|
Revolver
|
—
|
|
|
1,800,000
|
|
||
Frank Entertainment Group, LLC(2)
|
Delayed Draw Senior
|
—
|
|
|
130,212
|
|
||
Frank Entertainment Group, LLC(2)
|
Delayed Draw Second Lien
|
—
|
|
|
303,827
|
|
||
HKW Capital Partners IV, L.P.
|
Private Equity
|
—
|
|
|
214,823
|
|
||
ICP Industries Inc.
|
Delayed Draw Term Loan
|
—
|
|
|
5,000,000
|
|
||
JS Held, LLC(1)
|
Delayed Draw Term Loan
|
2,275,039
|
|
|
—
|
|
||
Lakeview Health Acquisition Company(2)
|
Revolver
|
—
|
|
|
1,387,367
|
|
||
Lighthouse Autism Center(1)
|
Delayed Draw Term Loan
|
6,172,840
|
|
|
—
|
|
||
Micross Solutions, LLC
|
Delayed Draw Term Loan
|
—
|
|
|
3,000,000
|
|
||
Nautic Partners VII, LP
|
Private Equity
|
—
|
|
|
509,080
|
|
||
Orchid Underwriters Agency, LLC
|
Delayed Draw Term Loan
|
—
|
|
|
649,143
|
|
||
Schweiger Dermatology Group, LLC
|
Delayed Draw Term Loan
|
—
|
|
|
4,500,000
|
|
||
SCUF Gaming, Inc.
|
Revolver
|
—
|
|
|
2,000,000
|
|
||
Smile Brands, Inc.
|
Equity Investment
|
—
|
|
|
1,000,000
|
|
||
Smile Brands, Inc(1).
|
Delayed Draw Term Loan
|
1,325,699
|
|
|
18,826,531
|
|
||
SPC Partners V, LP
|
Private Equity
|
—
|
|
|
185,297
|
|
||
SPC Partners VI, LP
|
Private Equity
|
—
|
|
|
2,792,172
|
|
||
Tate's Bake Shop
|
Revolver
|
—
|
|
|
550,000
|
|
||
TGaS Advisors, LLC
|
Revolver
|
—
|
|
|
2,000,000
|
|
||
Transportation Insight, LLC(1)
|
Delayed Draw Term Loan
|
5,516,932
|
|
|
—
|
|
||
Vinvention Capital Partners TE LP ...(F/K/A Nomacorc, LLC)(2)
|
Equity Investment
|
—
|
|
|
838,813
|
|
||
US Legal Support, Inc.(1)
|
Delayed Draw Term Loan
|
3,153,265
|
|
|
—
|
|
||
Total unused commitments
|
|
$
|
19,248,395
|
|
|
$
|
48,187,265
|
|
(1)
|
Represents a commitment to extend financing to a portfolio company where one or more of the Company's current investments in the portfolio company are carried at less than cost as of December 31, 2018. The Company's estimate of the fair value of the current investments in this portfolio company includes an analysis of the value of any unfunded commitments.
|
(2)
|
Represents a commitment to extend financing to a portfolio company where one or more of the Company's current investments in the portfolio company are carried at less than cost as of December 31, 2017. The Company's estimate of the fair value of the current investments in this portfolio company includes an analysis of the value of any unfunded commitments.
|
|
As of December 31,
|
|
|
||||
|
2017
|
|
|
||||
Current assets
|
$
|
6,296
|
|
|
|
||
Noncurrent assets
|
$
|
16,162
|
|
|
|
||
Total assets
|
$
|
22,458
|
|
|
|
||
Current liabilities
|
$
|
1,843
|
|
|
|
||
Total liabilities
|
$
|
3,901
|
|
|
|
||
|
|
|
|
||||
|
Years Ended December 31,
|
||||||
|
2017
|
|
2016
|
||||
Revenues
|
$
|
9,344
|
|
|
$
|
13,851
|
|
Cost of revenues
|
$
|
5,992
|
|
|
$
|
12,976
|
|
Gross profit (loss)
|
$
|
3,352
|
|
|
$
|
875
|
|
Net loss
|
$
|
(8,640
|
)
|
|
$
|
(12,845
|
)
|
|
As of December 31,
|
|
|
||||
|
2017
|
|
|
||||
Current assets
|
$
|
8,570
|
|
|
|
||
Noncurrent assets
|
$
|
29,505
|
|
|
|
||
Total assets
|
$
|
38,075
|
|
|
|
||
Current liabilities
|
$
|
13,700
|
|
|
|
||
Total liabilities
|
$
|
54,151
|
|
|
|
||
|
|
|
|
||||
|
Years Ended December 31,
|
||||||
|
2017
|
|
2016
|
||||
Revenues
|
$
|
56,196
|
|
|
$
|
66,208
|
|
Cost of revenues
|
$
|
21,082
|
|
|
$
|
24,944
|
|
Gross profit
|
$
|
35,114
|
|
|
$
|
41,264
|
|
Pretax loss
|
$
|
(11,372
|
)
|
|
$
|
(9,452
|
)
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
Per share data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net asset value at beginning of period
|
|
$
|
13.43
|
|
|
$
|
15.13
|
|
|
$
|
15.23
|
|
|
$
|
16.11
|
|
|
$
|
16.10
|
|
Net investment income(1)
|
|
—
|
|
|
1.55
|
|
|
1.62
|
|
|
2.16
|
|
|
2.08
|
|
|||||
Net realized gain (loss) on investments(1)
|
|
(3.17
|
)
|
|
(1.11
|
)
|
|
0.05
|
|
|
(0.83
|
)
|
|
0.46
|
|
|||||
Net unrealized appreciation (depreciation) on investments / foreign currency(1)
|
|
1.08
|
|
|
(1.04
|
)
|
|
(0.72
|
)
|
|
0.17
|
|
|
(1.48
|
)
|
|||||
Total increase (decrease) from investment operations(1)
|
|
(2.09
|
)
|
|
(0.60
|
)
|
|
0.95
|
|
|
1.50
|
|
|
1.06
|
|
|||||
Dividends paid to stockholders from net investment income
|
|
(0.41
|
)
|
|
(1.65
|
)
|
|
(1.89
|
)
|
|
(2.11
|
)
|
|
(1.88
|
)
|
|||||
Dividends paid to stockholders from realized gains
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.25
|
)
|
|
(0.68
|
)
|
|||||
Tax return of capital to stockholders
|
|
(0.02
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total dividends and distributions paid
|
|
(0.43
|
)
|
|
(1.65
|
)
|
|
(1.89
|
)
|
|
(2.36
|
)
|
|
(2.56
|
)
|
|||||
Common stock offerings
|
|
—
|
|
|
0.61
|
|
|
0.72
|
|
|
—
|
|
|
1.49
|
|
|||||
Purchase of shares in tender offer
|
|
0.13
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Stock-based compensation(1)
|
|
0.17
|
|
|
(0.01
|
)
|
|
0.09
|
|
|
0.01
|
|
|
—
|
|
|||||
Shares issued pursuant to Dividend Reinvestment Plan
|
|
—
|
|
|
0.01
|
|
|
0.04
|
|
|
0.03
|
|
|
0.04
|
|
|||||
Loss on extinguishment of debt(1)
|
|
(0.21
|
)
|
|
—
|
|
|
—
|
|
|
(0.04
|
)
|
|
—
|
|
|||||
Benefit from (provision for) taxes(1)
|
|
0.02
|
|
|
(0.02
|
)
|
|
(0.01
|
)
|
|
(0.01
|
)
|
|
(0.10
|
)
|
|||||
Other(2)
|
|
(0.04
|
)
|
|
(0.04
|
)
|
|
—
|
|
|
(0.01
|
)
|
|
0.08
|
|
|||||
Net asset value at end of period
|
|
$
|
10.98
|
|
|
$
|
13.43
|
|
|
$
|
15.13
|
|
|
$
|
15.23
|
|
|
$
|
16.11
|
|
Market value at end of period(3)
|
|
$
|
9.01
|
|
|
$
|
9.49
|
|
|
$
|
18.34
|
|
|
$
|
19.11
|
|
|
$
|
20.29
|
|
Shares outstanding at end of period
|
|
51,284,064
|
|
|
47,740,832
|
|
|
40,401,292
|
|
|
33,375,126
|
|
|
32,950,288
|
|
|||||
Net assets at end of period
|
|
$
|
562,967,287
|
|
|
$
|
641,275,374
|
|
|
$
|
611,156,258
|
|
|
$
|
508,367,755
|
|
|
$
|
530,826,629
|
|
Average net assets
|
|
$
|
628,154,942
|
|
|
$
|
667,188,287
|
|
|
$
|
556,549,060
|
|
|
$
|
524,579,829
|
|
|
$
|
482,679,489
|
|
Ratio of total expenses, prior to waiver of base management fee, including loss on extinguishment of debt and benefit from (provision for) taxes, to average net assets
|
|
14.54
|
%
|
|
7.74
|
%
|
|
9.93
|
%
|
|
9.81
|
%
|
|
9.45
|
%
|
|||||
Ratio of total expenses, net of base management fee waived, including loss on extinguishment of debt and benefit from (provision for) taxes, to average net assets
|
|
14.31
|
%
|
|
7.74
|
%
|
|
9.93
|
%
|
|
9.81
|
%
|
|
9.45
|
%
|
|||||
Ratio of net investment income to average net assets
|
|
(0.01
|
)%
|
|
10.83
|
%
|
|
10.58
|
%
|
|
13.65
|
%
|
|
12.85
|
%
|
|||||
Portfolio turnover ratio
|
|
228.49
|
%
|
|
37.02
|
%
|
|
24.61
|
%
|
|
37.62
|
%
|
|
29.21
|
%
|
|||||
Total return(4)
|
|
18.18
|
%
|
|
(42.15
|
)%
|
|
5.86
|
%
|
|
5.82
|
%
|
|
(17.36
|
)%
|
(1)
|
Weighted average per share data—basic and diluted.
|
(2)
|
Represents the impact of the different share amounts used in calculating per share data as a result of calculating certain per share data based upon the weighted average basic shares outstanding during the period and certain per share data based on the shares outstanding as of a period end or transaction date.
|
(3)
|
Represents the closing price of the Company’s common stock on the last day of the period.
|
(4)
|
Total return is based on purchase of stock at the current market price on the first day and a sale at the current market price on the last day of each period reported on the table and assumes reinvestment of dividends at prices obtained by the Company's dividend reinvestment plan during the period. Total return is not annualized.
|
|
|
Quarter Ended
|
||||||||||||||
|
|
March 31,
2018 |
|
June 30,
2018 |
|
September 30,
2018 |
|
December 31,
2018 |
||||||||
Total investment income
|
|
$
|
26,076,087
|
|
|
$
|
25,473,491
|
|
|
$
|
12,072,396
|
|
|
$
|
16,601,651
|
|
Net investment income (loss)
|
|
12,724,178
|
|
|
10,061,869
|
|
|
(31,053,306
|
)
|
|
8,206,537
|
|
||||
Net increase (decrease) in net assets resulting from operations
|
|
14,471,653
|
|
|
15,316,880
|
|
|
(101,390,384
|
)
|
|
(42,680,285
|
)
|
||||
Net investment income (loss) per share
|
|
$
|
0.27
|
|
|
$
|
0.21
|
|
|
$
|
(0.59
|
)
|
|
$
|
0.16
|
|
|
|
Quarter Ended
|
||||||||||||||
|
|
March 31,
2017 |
|
June 30,
2017 |
|
September 30,
2017 |
|
December 31,
2017 |
||||||||
Total investment income
|
|
$
|
30,190,770
|
|
|
$
|
31,213,767
|
|
|
$
|
29,888,058
|
|
|
$
|
31,712,037
|
|
Net investment income
|
|
17,819,433
|
|
|
19,350,962
|
|
|
17,150,917
|
|
|
17,916,505
|
|
||||
Net increase in net assets resulting from operations
|
|
7,193,240
|
|
|
(2,027,746
|
)
|
|
(57,496,676
|
)
|
|
23,680,721
|
|
||||
Net investment income per share
|
|
$
|
0.42
|
|
|
$
|
0.41
|
|
|
$
|
0.36
|
|
|
$
|
0.38
|
|
•
|
a maximum of 2.5% of the amount of shares of the Company's common stock outstanding if shares trade below NAV per share but in excess of 90% of NAV per share; and
|
•
|
a maximum of 5.0% of the amount of shares of the Company's common stock outstanding if shares trade below 90% of NAV per share.
|
Number
|
|
Exhibit
|
|
|
|
10.5
|
|
|
|
|
|
21.1
|
|
|
|
|
|
31.1
|
|
|
|
|
|
31.2
|
|
|
|
|
|
32.1
|
|
|
|
|
|
32.2
|
|
*
|
Filed herewith.
|
**
|
Furnished herewith.
|
1.
|
I have reviewed this annual report on Form 10-K of Barings 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(s) 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
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
|
(d)
|
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(s) 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.
|
/s/ ERIC LLOYD
|
Eric Lloyd
|
Chief Executive Officer
|
|
February 27, 2019
|
1.
|
I have reviewed this annual report on Form 10-K of Barings 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(s) 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
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
|
(d)
|
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(s) 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.
|
/s/ JONATHAN BOCK
|
Jonathan Bock
|
Chief Financial Officer
|
|
February 27, 2019
|
/s/ ERIC LLOYD
|
Eric Lloyd
|
Chief Executive Officer
|
|
February 27, 2019
|
/s/ JONATHAN BOCK
|
Jonathan Bock
|
Chief Financial Officer
|
|
February 27, 2019
|