ý
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Maryland
|
|
06-1798488
|
(State or other jurisdiction of
|
|
(I.R.S. Employer
|
incorporation or organization)
|
|
Identification No.)
|
|
|
|
300 South Tryon Street, Suite 2500
Charlotte, North Carolina |
|
28202
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Title of Each Class
|
Trading Symbol
|
Name of Each Exchange on Which Registered
|
Common Stock, par value $0.001 per share
|
BBDC
|
The New York Stock Exchange
|
Large accelerated filer
|
ý
|
Accelerated filer
|
¨
|
Non-accelerated filer
|
¨
|
Smaller reporting company
|
¨
|
|
|
Emerging growth company
|
¨
|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
|
¨
|
|
|
Page
|
PART I – FINANCIAL INFORMATION
|
||
Item 1.
|
|
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
|
||
PART II – OTHER INFORMATION
|
||
Item 1.
|
||
Item 1A.
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
Item 5.
|
||
Item 6.
|
||
|
June 30, 2019
|
|
December 31, 2018
|
||||
|
(Unaudited)
|
|
|
||||
Assets:
|
|
|
|
||||
Investments at fair value:
|
|
|
|
||||
Non-Control / Non-Affiliate investments (cost of $1,185,840,891 and $1,128,694,715 as of June 30, 2019 and December 31, 2018, respectively)
|
$
|
1,161,189,262
|
|
|
$
|
1,076,631,804
|
|
Affiliate investments (cost of $5,162,299 as of June 30, 2019)
|
5,000,210
|
|
|
—
|
|
||
Short-term investments (cost of $34,423,491 and $45,223,941 as of June 30, 2019 and December 31, 2018, respectively)
|
34,423,491
|
|
|
45,223,941
|
|
||
Total investments at fair value
|
1,200,612,963
|
|
|
1,121,855,745
|
|
||
Cash
|
12,926,602
|
|
|
12,426,982
|
|
||
Interest and fees receivable
|
5,208,059
|
|
|
6,008,700
|
|
||
Prepaid expenses and other assets
|
1,318,240
|
|
|
4,123,742
|
|
||
Deferred financing fees
|
6,001,589
|
|
|
251,908
|
|
||
Receivable from unsettled transactions
|
115,302
|
|
|
22,909,998
|
|
||
Total assets
|
$
|
1,226,182,755
|
|
|
$
|
1,167,577,075
|
|
Liabilities:
|
|
|
|
||||
Accounts payable and accrued liabilities
|
$
|
5,852,451
|
|
|
$
|
5,327,249
|
|
Interest payable
|
2,339,146
|
|
|
749,525
|
|
||
Payable from unsettled transactions
|
2,970,000
|
|
|
28,533,014
|
|
||
Borrowings under credit facilities
|
285,500,000
|
|
|
570,000,000
|
|
||
Debt securitization
|
346,441,453
|
|
|
—
|
|
||
Total liabilities
|
643,103,050
|
|
|
604,609,788
|
|
||
Commitments and contingencies (Note 9)
|
|
|
|
||||
Net Assets:
|
|
|
|
||||
Common stock, $0.001 par value per share (150,000,000 shares authorized, 50,314,275 and 51,284,064 shares issued and outstanding as of June 30, 2019 and December 31, 2018, respectively)
|
50,314
|
|
|
51,284
|
|
||
Additional paid-in capital
|
875,245,919
|
|
|
884,894,249
|
|
||
Total distributable earnings (loss)
|
(292,216,528
|
)
|
|
(321,978,246
|
)
|
||
Total net assets
|
583,079,705
|
|
|
562,967,287
|
|
||
Total liabilities and net assets
|
$
|
1,226,182,755
|
|
|
$
|
1,167,577,075
|
|
Net asset value per share
|
$
|
11.59
|
|
|
$
|
10.98
|
|
|
Three Months
Ended |
|
Three Months
Ended |
|
Six Months Ended
|
|
Six Months Ended
|
||||||||
|
June 30,
2019 |
|
June 30,
2018 |
|
June 30,
2019 |
|
June 30,
2018 |
||||||||
Investment income:
|
|
|
|
|
|
|
|
||||||||
Interest income:
|
|
|
|
|
|
|
|
||||||||
Non-Control / Non-Affiliate investments
|
$
|
18,823,480
|
|
|
$
|
17,507,637
|
|
|
$
|
36,684,799
|
|
|
$
|
36,513,687
|
|
Affiliate investments
|
—
|
|
|
2,250,311
|
|
|
—
|
|
|
4,910,498
|
|
||||
Control investments
|
—
|
|
|
278,091
|
|
|
—
|
|
|
553,127
|
|
||||
Short-term investments
|
251,344
|
|
|
—
|
|
|
424,039
|
|
|
—
|
|
||||
Total interest income
|
19,074,824
|
|
|
20,036,039
|
|
|
37,108,838
|
|
|
41,977,312
|
|
||||
Dividend income:
|
|
|
|
|
|
|
|
||||||||
Non-Control / Non-Affiliate investments
|
4,711
|
|
|
66,657
|
|
|
4,711
|
|
|
252,369
|
|
||||
Affiliate investments
|
—
|
|
|
334,575
|
|
|
—
|
|
|
339,125
|
|
||||
Total dividend income
|
4,711
|
|
|
401,232
|
|
|
4,711
|
|
|
591,494
|
|
||||
Fee and other income:
|
|
|
|
|
|
|
|
||||||||
Non-Control / Non-Affiliate investments
|
519,970
|
|
|
2,627,353
|
|
|
821,027
|
|
|
3,921,070
|
|
||||
Affiliate investments
|
—
|
|
|
134,407
|
|
|
—
|
|
|
528,680
|
|
||||
Control investments
|
—
|
|
|
7,819
|
|
|
—
|
|
|
107,819
|
|
||||
Total fee and other income
|
519,970
|
|
|
2,769,579
|
|
|
821,027
|
|
|
4,557,569
|
|
||||
Payment-in-kind interest income:
|
|
|
|
|
|
|
|
||||||||
Non-Control / Non-Affiliate investments
|
—
|
|
|
1,141,549
|
|
|
—
|
|
|
2,448,130
|
|
||||
Affiliate investments
|
—
|
|
|
403,337
|
|
|
—
|
|
|
825,477
|
|
||||
Total payment-in-kind interest income
|
—
|
|
|
1,544,886
|
|
|
—
|
|
|
3,273,607
|
|
||||
Interest income from cash
|
2,183
|
|
|
721,755
|
|
|
6,870
|
|
|
1,149,596
|
|
||||
Total investment income
|
19,601,688
|
|
|
25,473,491
|
|
|
37,941,446
|
|
|
51,549,578
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
||||||||
Interest and other financing fees
|
7,027,040
|
|
|
7,344,335
|
|
|
12,871,212
|
|
|
14,934,883
|
|
||||
Base management fee (Note 2)
|
3,130,955
|
|
|
—
|
|
|
5,581,950
|
|
|
—
|
|
||||
Compensation expenses
|
108,646
|
|
|
3,842,656
|
|
|
227,090
|
|
|
7,935,508
|
|
||||
General and administrative expenses (Note 2)
|
1,922,165
|
|
|
4,224,631
|
|
|
3,891,025
|
|
|
5,893,140
|
|
||||
Total operating expenses
|
12,188,806
|
|
|
15,411,622
|
|
|
22,571,277
|
|
|
28,763,531
|
|
||||
Net investment income
|
7,412,882
|
|
|
10,061,869
|
|
|
15,370,169
|
|
|
22,786,047
|
|
||||
Realized and unrealized gains (losses) on investments and foreign currency borrowings:
|
|
|
|
|
|
|
|
||||||||
Net realized gains (losses):
|
|
|
|
|
|
|
|
||||||||
Non-Control / Non-Affiliate investments
|
50,024
|
|
|
(29,369,826
|
)
|
|
(79,751
|
)
|
|
(41,309,310
|
)
|
||||
Affiliate investments
|
—
|
|
|
(904,686
|
)
|
|
—
|
|
|
2,352,512
|
|
||||
Control investments
|
—
|
|
|
(6,630,547
|
)
|
|
—
|
|
|
(6,626,547
|
)
|
||||
Net realized gains (losses) on investments
|
50,024
|
|
|
(36,905,059
|
)
|
|
(79,751
|
)
|
|
(45,583,345
|
)
|
||||
Foreign currency borrowings
|
—
|
|
|
(341,915
|
)
|
|
|
|
|
1,081,211
|
|
||||
Net realized gains (losses)
|
50,024
|
|
|
(37,246,974
|
)
|
|
(79,751
|
)
|
|
(44,502,134
|
)
|
||||
Net unrealized appreciation (depreciation):
|
|
|
|
|
|
|
|
||||||||
Non-Control / Non-Affiliate investments
|
2,014,096
|
|
|
22,220,521
|
|
|
27,411,284
|
|
|
32,152,905
|
|
||||
Affiliate investments
|
(162,089
|
)
|
|
17,629,966
|
|
|
(162,089
|
)
|
|
19,085,297
|
|
||||
Control investments
|
—
|
|
|
3,040,908
|
|
|
—
|
|
|
1,670,033
|
|
||||
Net unrealized appreciation on investments
|
1,852,007
|
|
|
42,891,395
|
|
|
27,249,195
|
|
|
52,908,235
|
|
||||
Foreign currency borrowings
|
—
|
|
|
99,435
|
|
|
—
|
|
|
(863,980
|
)
|
||||
Net unrealized appreciation
|
1,852,007
|
|
|
42,990,830
|
|
|
27,249,195
|
|
|
52,044,255
|
|
||||
Net realized and unrealized appreciation on investments and foreign currency borrowings
|
1,902,031
|
|
|
5,743,856
|
|
|
27,169,444
|
|
|
7,542,121
|
|
||||
Loss on extinguishment of debt
|
(85,356
|
)
|
|
—
|
|
|
(129,751
|
)
|
|
—
|
|
||||
Benefit from (provision for) taxes
|
17,493
|
|
|
(488,845
|
)
|
|
(499
|
)
|
|
(539,635
|
)
|
||||
Net increase in net assets resulting from operations
|
$
|
9,247,050
|
|
|
$
|
15,316,880
|
|
|
$
|
42,409,363
|
|
|
$
|
29,788,533
|
|
Net investment income per share—basic and diluted
|
$
|
0.15
|
|
|
$
|
0.21
|
|
|
$
|
0.30
|
|
|
$
|
0.48
|
|
Net increase in net assets resulting from operations per share—basic and diluted
|
$
|
0.18
|
|
|
$
|
0.32
|
|
|
$
|
0.83
|
|
|
$
|
0.62
|
|
Dividends/distributions per share:
|
|
|
|
|
|
|
|
||||||||
Total dividends/distributions per share
|
$
|
0.13
|
|
|
$
|
—
|
|
|
$
|
0.25
|
|
|
$
|
0.30
|
|
Weighted average shares outstanding—basic and diluted
|
50,473,640
|
|
|
48,041,540
|
|
|
50,813,753
|
|
|
47,970,594
|
|
|
Common Stock
|
|
Additional
Paid-In
Capital
|
|
Total Distributable Earnings (Loss)
|
|
Total
Net
Assets
|
|||||||||||
Three Months Ended June 30, 2018:
|
Number
of Shares
|
|
Par
Value
|
|
|
|
||||||||||||
Balance, March 31, 2018
|
48,024,614
|
|
|
$
|
48,025
|
|
|
$
|
823,786,656
|
|
|
$
|
(182,322,979
|
)
|
|
$
|
641,511,702
|
|
Net investment income
|
—
|
|
|
—
|
|
|
—
|
|
|
10,061,869
|
|
|
10,061,869
|
|
||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
1,477,911
|
|
|
—
|
|
|
1,477,911
|
|
||||
Net realized loss on investments / foreign currency borrowings
|
—
|
|
|
—
|
|
|
—
|
|
|
(37,246,974
|
)
|
|
(37,246,974
|
)
|
||||
Net unrealized appreciation of investments / foreign currency borrowings
|
—
|
|
|
—
|
|
|
—
|
|
|
42,990,830
|
|
|
42,990,830
|
|
||||
Provision for taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
(488,845
|
)
|
|
(488,845
|
)
|
||||
Issuance of restricted stock
|
26,106
|
|
|
26
|
|
|
(26
|
)
|
|
—
|
|
|
—
|
|
||||
Balance, June 30, 2018
|
48,050,720
|
|
|
$
|
48,051
|
|
|
$
|
825,264,541
|
|
|
$
|
(167,006,099
|
)
|
|
$
|
658,306,493
|
|
|
Common Stock
|
|
Additional
Paid-In
Capital
|
|
Total Distributable Earnings (Loss)
|
|
Total
Net
Assets
|
|||||||||||
Three Months Ended June 30, 2019:
|
Number
of Shares
|
|
Par
Value
|
|
|
|
||||||||||||
Balance, March 31, 2019
|
50,690,659
|
|
|
$
|
50,691
|
|
|
$
|
879,033,345
|
|
|
$
|
(294,922,722
|
)
|
|
$
|
584,161,314
|
|
Net investment income
|
—
|
|
|
—
|
|
|
—
|
|
|
7,412,882
|
|
|
7,412,882
|
|
||||
Net realized gain on investments / foreign currency borrowings
|
—
|
|
|
—
|
|
|
—
|
|
|
50,024
|
|
|
50,024
|
|
||||
Net unrealized appreciation of investments / foreign currency borrowings
|
—
|
|
|
—
|
|
|
—
|
|
|
1,852,007
|
|
|
1,852,007
|
|
||||
Loss on extinguishment of debt
|
—
|
|
|
—
|
|
|
—
|
|
|
(85,356
|
)
|
|
(85,356
|
)
|
||||
Income tax benefit
|
—
|
|
|
—
|
|
|
—
|
|
|
17,493
|
|
|
17,493
|
|
||||
Dividends / distributions
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,540,856
|
)
|
|
(6,540,856
|
)
|
||||
Purchases of shares in repurchase plan
|
(376,384
|
)
|
|
(377
|
)
|
|
(3,787,426
|
)
|
|
—
|
|
|
(3,787,803
|
)
|
||||
Balance, June 30, 2019
|
50,314,275
|
|
|
$
|
50,314
|
|
|
$
|
875,245,919
|
|
|
$
|
(292,216,528
|
)
|
|
$
|
583,079,705
|
|
|
Common Stock
|
|
Additional
Paid-In
Capital
|
|
Total Distributable Earnings (Loss)
|
|
Total
Net
Assets
|
|||||||||||
Six Months Ended June 30, 2018:
|
Number
of Shares
|
|
Par
Value
|
|
|
|
||||||||||||
Balance, December 31, 2017
|
47,740,832
|
|
|
$
|
47,741
|
|
|
$
|
823,614,881
|
|
|
$
|
(182,387,248
|
)
|
|
$
|
641,275,374
|
|
Net investment income
|
—
|
|
|
—
|
|
|
—
|
|
|
22,786,047
|
|
|
22,786,047
|
|
||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
2,933,454
|
|
|
—
|
|
|
2,933,454
|
|
||||
Net realized loss on investments / foreign currency borrowings
|
—
|
|
|
—
|
|
|
—
|
|
|
(44,502,134
|
)
|
|
(44,502,134
|
)
|
||||
Net unrealized appreciation of investments / foreign currency borrowings
|
—
|
|
|
—
|
|
|
—
|
|
|
52,044,255
|
|
|
52,044,255
|
|
||||
Provision for taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
(539,635
|
)
|
|
(539,635
|
)
|
||||
Dividends / distributions
|
—
|
|
|
—
|
|
|
—
|
|
|
(14,407,384
|
)
|
|
(14,407,384
|
)
|
||||
Issuance of restricted stock
|
435,106
|
|
|
435
|
|
|
(435
|
)
|
|
—
|
|
|
—
|
|
||||
Common stock withheld for payroll taxes upon vesting of restricted stock
|
(125,218
|
)
|
|
(125
|
)
|
|
(1,283,359
|
)
|
|
—
|
|
|
(1,283,484
|
)
|
||||
Balance, June 30, 2018
|
48,050,720
|
|
|
$
|
48,051
|
|
|
$
|
825,264,541
|
|
|
$
|
(167,006,099
|
)
|
|
$
|
658,306,493
|
|
|
Common Stock
|
|
Additional
Paid-In
Capital
|
|
Total Distributable Earnings (Loss)
|
|
Total
Net
Assets
|
|||||||||||
Six Months Ended June 30, 2019:
|
Number
of Shares
|
|
Par
Value
|
|
|
|
||||||||||||
Balance, December 31, 2018
|
51,284,064
|
|
|
$
|
51,284
|
|
|
$
|
884,894,249
|
|
|
$
|
(321,978,246
|
)
|
|
$
|
562,967,287
|
|
Net investment income
|
—
|
|
|
—
|
|
|
—
|
|
|
15,370,169
|
|
|
15,370,169
|
|
||||
Net realized loss on investments / foreign currency borrowings
|
—
|
|
|
—
|
|
|
—
|
|
|
(79,751
|
)
|
|
(79,751
|
)
|
||||
Net unrealized appreciation of investments / foreign currency borrowings
|
—
|
|
|
—
|
|
|
—
|
|
|
27,249,195
|
|
|
27,249,195
|
|
||||
Loss on extinguishment of debt
|
—
|
|
|
—
|
|
|
—
|
|
|
(129,751
|
)
|
|
(129,751
|
)
|
||||
Provision for taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
(499
|
)
|
|
(499
|
)
|
||||
Dividends / distributions
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,647,645
|
)
|
|
(12,647,645
|
)
|
||||
Purchases of shares in repurchase plan
|
(969,789
|
)
|
|
(970
|
)
|
|
(9,648,330
|
)
|
|
—
|
|
|
(9,649,300
|
)
|
||||
Balance, June 30, 2019
|
50,314,275
|
|
|
$
|
50,314
|
|
|
$
|
875,245,919
|
|
|
$
|
(292,216,528
|
)
|
|
$
|
583,079,705
|
|
|
Six Months Ended
|
|
Six Months Ended
|
||||
|
June 30, 2019
|
|
June 30, 2018
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net increase in net assets resulting from operations
|
$
|
42,409,363
|
|
|
$
|
29,788,533
|
|
Adjustments to reconcile net increase in net assets resulting from operations to net cash provided by (used in) operating activities:
|
|
|
|
||||
Purchases of portfolio investments
|
(171,350,190
|
)
|
|
(29,087,262
|
)
|
||
Repayments received/sales of portfolio investments
|
104,431,586
|
|
|
196,625,451
|
|
||
Purchases of short-term investments
|
(317,480,389
|
)
|
|
—
|
|
||
Sales of short-term investments
|
328,280,839
|
|
|
—
|
|
||
Loan origination and other fees received
|
2,420,157
|
|
|
292,999
|
|
||
Net realized loss on investments
|
79,751
|
|
|
45,583,345
|
|
||
Net realized gain on foreign currency borrowings
|
—
|
|
|
(1,081,211
|
)
|
||
Net unrealized appreciation of investments
|
(27,249,195
|
)
|
|
(53,257,297
|
)
|
||
Net unrealized depreciation of foreign currency borrowings
|
—
|
|
|
863,980
|
|
||
Payment-in-kind interest accrued, net of payments received
|
—
|
|
|
623,880
|
|
||
Amortization of deferred financing fees
|
558,712
|
|
|
1,333,044
|
|
||
Loss on extinguishment of debt
|
129,751
|
|
|
—
|
|
||
Accretion of loan origination and other fees
|
(543,501
|
)
|
|
(2,890,048
|
)
|
||
Amortization/accretion of purchased loan premium/discount
|
(114,594
|
)
|
|
(12,131
|
)
|
||
Depreciation expense
|
—
|
|
|
27,414
|
|
||
Stock-based compensation
|
—
|
|
|
2,933,454
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Interest and fees receivables
|
800,641
|
|
|
(3,588,400
|
)
|
||
Prepaid expenses and other assets
|
2,805,502
|
|
|
(75,446
|
)
|
||
Accounts payable and accrued liabilities
|
525,202
|
|
|
(1,628,061
|
)
|
||
Interest payable
|
1,589,621
|
|
|
(270,034
|
)
|
||
Net cash provided by (used in) operating activities
|
(32,706,744
|
)
|
|
186,182,210
|
|
||
Cash flows from financing activities:
|
|
|
|
||||
Borrowings under credit facilities
|
120,000,000
|
|
|
4,100,000
|
|
||
Repayments of credit facilities
|
(404,500,000
|
)
|
|
(149,953,253
|
)
|
||
Proceeds from debt securitization
|
348,250,000
|
|
|
—
|
|
||
Financing fees paid
|
(8,246,691
|
)
|
|
—
|
|
||
Purchases of shares in repurchase plan
|
(9,649,300
|
)
|
|
—
|
|
||
Common stock withheld for payroll taxes upon vesting of restricted stock
|
—
|
|
|
(1,283,484
|
)
|
||
Cash dividends/distributions paid
|
(12,647,645
|
)
|
|
(14,407,384
|
)
|
||
Net cash provided by (used in) financing activities
|
33,206,364
|
|
|
(161,544,121
|
)
|
||
Net increase in cash
|
499,620
|
|
|
24,638,089
|
|
||
Cash, beginning of period
|
12,426,982
|
|
|
191,849,697
|
|
||
Cash, end of period
|
$
|
12,926,602
|
|
|
$
|
216,487,786
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
||||
Cash paid for interest
|
$
|
9,451,297
|
|
|
$
|
12,690,524
|
|
Barings BDC, Inc.
Unaudited Consolidated Schedule of Investments
June 30, 2019
|
||||||||||||||||
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) (6)
|
|
Leisure Facilities
|
|
First Lien Senior Secured Term Loan (LIBOR + 3.5%, 5.9% Cash, Due 05/25)
|
|
$
|
9,405,000
|
|
|
$
|
9,489,952
|
|
|
$
|
9,359,668
|
|
|
|
|
|
9,405,000
|
|
|
9,489,952
|
|
|
9,359,668
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Accelerate Learning, Inc. (1.4%)*
(5)
(7)
|
|
Education Services
|
|
First Lien Senior Secured Term Loan (LIBOR + 4.5%, 6.8% Cash, Due 12/24)
|
|
8,413,548
|
|
|
8,257,588
|
|
|
8,223,410
|
|
|||
|
|
|
|
8,413,548
|
|
|
8,257,588
|
|
|
8,223,410
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Accurus Aerospace Corporation (4.2%)*
(5) (7)
|
|
Aerospace & Defense
|
|
First Lien Senior Secured Term Loan (LIBOR + 4.5%, 6.7% Cash, Due 10/24)
|
|
24,875,000
|
|
|
24,538,750
|
|
|
24,367,058
|
|
|||
|
|
|
|
24,875,000
|
|
|
24,538,750
|
|
|
24,367,058
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Acrisure, LLC (1.7%)*
(4) (5) (6)
|
|
Property & Casualty Insurance
|
|
First Lien Senior Secured Term Loan (LIBOR + 4.25%, 6.8% Cash, Due 11/23)
|
|
9,924,433
|
|
|
9,980,744
|
|
|
9,866,574
|
|
|||
|
|
|
|
9,924,433
|
|
|
9,980,744
|
|
|
9,866,574
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
ADMI Corp. (0.6%)*
(6)
|
|
Health Care Services
|
|
First Lien Senior Secured Term Loan (LIBOR + 2.75%, 5.2% Cash, Due 04/25)
|
|
3,465,000
|
|
|
3,476,717
|
|
|
3,406,095
|
|
|||
|
|
|
|
3,465,000
|
|
|
3,476,717
|
|
|
3,406,095
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Aftermath Bidco Corporation (2.1%)*
(5) (7)
|
|
Professional Services
|
|
First Lien Senior Secured Term Loan (LIBOR + 5.75%, 8.3% Cash, Due 04/25)
|
|
12,320,633
|
|
|
12,051,492
|
|
|
12,073,903
|
|
|||
|
|
|
|
12,320,633
|
|
|
12,051,492
|
|
|
12,073,903
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
AlixPartners LLP (1.4%)*
(4) (6)
|
|
Investment Banking & Brokerage
|
|
First Lien Senior Secured Term Loan (LIBOR + 2.75%, 5.2% Cash, Due 04/24)
|
|
8,017,975
|
|
|
8,058,811
|
|
|
7,990,152
|
|
|||
|
|
|
|
8,017,975
|
|
|
8,058,811
|
|
|
7,990,152
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Alliant Holdings LP (0.8%)*
(6)
|
|
Property & Casualty Insurance
|
|
First Lien Senior Secured Term Loan (LIBOR + 2.75%, 5.4% Cash, Due 05/25)
|
|
4,947,519
|
|
|
4,954,908
|
|
|
4,799,637
|
|
|||
|
|
|
|
4,947,519
|
|
|
4,954,908
|
|
|
4,799,637
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
American Airlines Group Inc. (1.3%)*
(3) (6)
|
|
Airport Services
|
|
First Lien Senior Secured Term Loan (LIBOR + 1.75%, 4.1% Cash, Due 06/25)
|
|
7,903,825
|
|
|
7,781,720
|
|
|
7,682,202
|
|
|||
|
|
|
|
7,903,825
|
|
|
7,781,720
|
|
|
7,682,202
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
American Dental Partners, Inc. (1.7%)*
(5)
|
|
Health Care Services
|
|
First Lien Senior Secured Term Loan (LIBOR + 4.25%, 6.6% Cash, Due 03/23)
|
|
9,950,000
|
|
|
9,928,197
|
|
|
9,825,625
|
|
|||
|
|
|
|
9,950,000
|
|
|
9,928,197
|
|
|
9,825,625
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Amscan Holdings Inc. (0.4%)*
(3) (6)
|
|
Specialty Stores
|
|
First Lien Senior Secured Term Loan (LIBOR + 2.50%, 4.9% Cash, Due 08/22)
|
|
2,392,591
|
|
|
2,407,508
|
|
|
2,374,216
|
|
|||
|
|
|
|
2,392,591
|
|
|
2,407,508
|
|
|
2,374,216
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Anju Software, Inc. (1.0%)*
(5) (7)
|
|
Application Software
|
|
First Lien Senior Secured Term Loan (LIBOR + 4.75%, 7.1% Cash, Due 02/25)
|
|
5,929,254
|
|
|
5,633,650
|
|
|
5,734,336
|
|
|||
|
|
|
|
5,929,254
|
|
|
5,633,650
|
|
|
5,734,336
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Apex Tool Group, LLC (1.2%)*
(4)
|
|
Industrial Machinery
|
|
First Lien Senior Secured Term Loan (LIBOR + 3.75%, 6.2% Cash, Due 02/22)
|
|
7,235,884
|
|
|
7,260,843
|
|
|
6,940,443
|
|
|||
|
|
|
7,235,884
|
|
|
7,260,843
|
|
|
6,940,443
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Applied Systems Inc. (1.6%)*
(4) (6)
|
|
Application Software
|
|
First Lien Senior Secured Term Loan (LIBOR + 3.0%, 5.3% Cash, Due 09/24)
|
|
9,265,913
|
|
|
9,327,985
|
|
|
9,177,146
|
|
|||
|
|
|
|
9,265,913
|
|
|
9,327,985
|
|
|
9,177,146
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
AQA Acquisition Holding, Inc. (f/k/a SmartBear) (0.8%)*
(5) (7)
|
|
High Tech Industries
|
|
Second Lien Senior Secured Term Loan (LIBOR + 8.0%, 10.6% Cash, Due 05/24)
|
|
4,959,088
|
|
|
4,849,016
|
|
|
4,809,674
|
|
|||
|
|
|
|
4,959,088
|
|
|
4,849,016
|
|
|
4,809,674
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Arch Global Precision LLC (0.9%)*
(5) (7)
|
|
Industrial Machinery
|
|
First Lien Senior Secured Term Loan (LIBOR + 4.75%, 7.2% Cash, Due 04/26)
|
|
5,122,874
|
|
|
5,009,508
|
|
|
5,013,723
|
|
|||
|
|
|
|
5,122,874
|
|
|
5,009,508
|
|
|
5,013,723
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Armstrong Transport Group (Pele Buyer, LLC ) (0.9%)*
(5) (7)
|
|
Transportation Services
|
|
First Lien Senior Secured Term Loan (LIBOR + 4.75%, 7.2% Cash, Due 06/24)
|
|
5,571,363
|
|
|
5,443,844
|
|
|
5,446,103
|
|
|||
|
|
|
|
5,571,363
|
|
|
5,443,844
|
|
|
5,446,103
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Ascend Learning, LLC (1.3%)*
(4) (6)
|
|
IT Consulting & Other Services
|
|
First Lien Senior Secured Term Loan (LIBOR + 3.0%, 5.4% Cash, Due 07/24)
|
|
7,919,395
|
|
|
7,939,429
|
|
|
7,793,160
|
|
|||
|
|
|
7,919,395
|
|
|
7,939,429
|
|
|
7,793,160
|
|
Barings BDC, Inc.
Unaudited Consolidated Schedule of Investments — (Continued)
June 30, 2019
|
||||||||||||||||
Portfolio Company
|
|
Industry
|
|
Type of Investment
(1) (2)
|
|
Principal
Amount
|
|
Cost
|
|
Fair
Value
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
AssuredPartners Capital, Inc. (2.0%)*
(4) (6)
|
|
Property & Casualty Insurance
|
|
First Lien Senior Secured Term Loan (LIBOR + 3.50%, 5.9% Cash, Due 10/24)
|
|
$
|
11,883,139
|
|
|
$
|
11,904,879
|
|
|
$
|
11,749,453
|
|
|
|
|
11,883,139
|
|
|
11,904,879
|
|
|
11,749,453
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Aveanna Healthcare Holdings, Inc. (0.8%)*
(6)
|
|
Health Care Facilities
|
|
First Lien Senior Secured Term Loan (LIBOR + 4.25%, 6.7% Cash, Due 03/24)
|
|
1,481,136
|
|
|
1,463,506
|
|
|
1,431,147
|
|
|||
|
|
First Lien Senior Secured Term Loan (LIBOR + 5.5%, 7.9% Cash, Due 03/24)
|
|
3,547,530
|
|
|
3,548,438
|
|
|
3,417,442
|
|
|||||
|
|
|
|
5,028,666
|
|
|
5,011,944
|
|
|
4,848,589
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
AVSC Holding Corp. (1.3%)*
(4) (5) (6)
|
|
Advertising
|
|
First Lien Senior Secured Term Loan (LIBOR + 3.25%, 5.7% Cash, Due 03/25)
|
|
7,919,799
|
|
|
7,880,321
|
|
|
7,684,661
|
|
|||
|
|
|
|
7,919,799
|
|
|
7,880,321
|
|
|
7,684,661
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Bausch Health Companies Inc. (1.4%)*
(3) (4) (5) (6)
|
|
Health Care Services
|
|
First Lien Senior Secured Term Loan (LIBOR + 3.0%, 5.4% Cash, Due 05/25)
|
|
8,314,123
|
|
|
8,354,237
|
|
|
8,308,968
|
|
|||
|
|
|
|
8,314,123
|
|
|
8,354,237
|
|
|
8,308,968
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
BDP Buyer, LLC (4.2%)*
(5) (7)
|
|
Air Freight & Logistics
|
|
First Lien Senior Secured Term Loan (LIBOR + 5.25%, 7.9% Cash, Due 12/24)
|
|
24,937,500
|
|
|
24,474,847
|
|
|
24,373,790
|
|
|||
|
|
|
|
24,937,500
|
|
|
24,474,847
|
|
|
24,373,790
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Berlin Packaging LLC (1.4%)*
(4) (5) (6)
|
|
Forest Products /Containers
|
|
First Lien Senior Secured Term Loan (LIBOR + 3.0%, 5.4% Cash, Due 11/25)
|
|
8,415,000
|
|
|
8,433,455
|
|
|
8,157,838
|
|
|||
|
|
|
|
8,415,000
|
|
|
8,433,455
|
|
|
8,157,838
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Blackhawk Network Holdings Inc (1.7%)*
(4) (6)
|
|
Data Processing & Outsourced Services
|
|
First Lien Senior Secured Term Loan (LIBOR + 3.0%, 5.4% Cash, Due 06/25)
|
|
9,924,812
|
|
|
9,924,812
|
|
|
9,840,054
|
|
|||
|
|
|
|
9,924,812
|
|
|
9,924,812
|
|
|
9,840,054
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Brown Machine Group Holdings, LLC (0.9%)*
(5) (7)
|
|
Industrial Equipment
|
|
First Lien Senior Secured Term Loan (LIBOR + 5.25%, 7.8% Cash, Due 10/24)
|
|
5,554,988
|
|
|
5,493,064
|
|
|
5,454,872
|
|
|||
|
|
|
|
5,554,988
|
|
|
5,493,064
|
|
|
5,454,872
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Cadent, LLC (f/k/a Cross MediaWorks) (1.4%)*
(5) (7)
|
|
Media & Entertainment
|
|
First Lien Senior Secured Term Loan (LIBOR + 5.25%, 7.6% Cash, Due 09/23)
|
|
7,926,302
|
|
|
7,858,431
|
|
|
7,886,671
|
|
|||
|
|
|
|
7,926,302
|
|
|
7,858,431
|
|
|
7,886,671
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Caesars Entertainment Corp. (0.5%)*
(3) (6)
|
|
Casinos & Gaming
|
|
First Lien Senior Secured Term Loan (LIBOR + 2.75%, 5.2% Cash, Due 12/24)
|
|
3,118,342
|
|
|
3,135,745
|
|
|
3,063,116
|
|
|||
|
|
|
|
3,118,342
|
|
|
3,135,745
|
|
|
3,063,116
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Calpine Corp. (0.8%)*
(4) (6)
|
|
Independent Power Producers & Energy Traders
|
|
First Lien Senior Secured Term Loan7 (LIBOR + 2.5%, 4.8% Cash, Due 05/23)
|
|
128,456
|
|
|
128,871
|
|
|
127,886
|
|
|||
|
|
First Lien Senior Secured Term Loan5 (LIBOR + 2.5%, 4.8% Cash, Due 01/24)
|
|
4,474,207
|
|
|
4,488,987
|
|
|
4,447,451
|
|
|||||
|
|
|
|
4,602,663
|
|
|
4,617,858
|
|
|
4,575,337
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Campaign Monitor (UK) Limited (3.8%)*
(5) (7)
|
|
Internet & Direct Marketing
|
|
First Lien Senior Secured Term Loan (LIBOR + 4.75%, 7.3% Cash, Due 05/25)
|
|
22,457,627
|
|
|
22,037,215
|
|
|
22,030,785
|
|
|||
|
|
|
|
22,457,627
|
|
|
22,037,215
|
|
|
22,030,785
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Capital Automotive LLC (2.0%)*
(4) (6)
|
|
Automotive Retail
|
|
First Lien Senior Secured Term Loan (LIBOR + 2.5%, 4.9% Cash, Due 03/24)
|
|
11,878,788
|
|
|
11,903,472
|
|
|
11,713,316
|
|
|||
|
|
|
|
11,878,788
|
|
|
11,903,472
|
|
|
11,713,316
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Concentra Inc. (0.5%)*
(6)
|
|
Health Care Services
|
|
First Lien Senior Secured Term Loan (LIBOR + 2.75%, 5.2% Cash, Due 06/22)
|
|
2,912,371
|
|
|
2,936,346
|
|
|
2,908,731
|
|
|||
|
|
|
|
2,912,371
|
|
|
2,936,346
|
|
|
2,908,731
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Consolidated Container Co. LLC (1.3%)*
(4) (6)
|
|
Metal & Glass Containers
|
|
First Lien Senior Secured Term Loan (LIBOR + 2.75%, 5.2% Cash, Due 05/24)
|
|
7,424,623
|
|
|
7,445,819
|
|
|
7,292,836
|
|
|||
|
|
|
|
7,424,623
|
|
|
7,445,819
|
|
|
7,292,836
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Container Store Group, Inc., (The) (0.5%)*
(3) (6) (7)
|
|
Retail
|
|
First Lien Senior Secured Term Loan (LIBOR + 5.0%, 7.4% Cash, Due 09/23)
|
|
2,968,747
|
|
|
2,970,879
|
|
|
2,961,325
|
|
|||
|
|
|
|
2,968,747
|
|
|
2,970,879
|
|
|
2,961,325
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Core & Main LP (1.7%)*
(4) (6)
|
|
Building Products
|
|
First Lien Senior Secured Term Loan (LIBOR + 3.0%, 5.5% Cash, Due 08/24)
|
|
9,924,433
|
|
|
9,968,225
|
|
|
9,890,293
|
|
|||
|
|
|
|
9,924,433
|
|
|
9,968,225
|
|
|
9,890,293
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
Barings BDC, Inc.
Unaudited Consolidated Schedule of Investments — (Continued)
June 30, 2019
|
||||||||||||||||
Portfolio Company
|
|
Industry
|
|
Type of Investment
(1) (2)
|
|
Principal
Amount
|
|
Cost
|
|
Fair
Value
|
||||||
CPG Intermediate LLC (0.4%)*
(6)
|
|
Specialty Chemicals
|
|
First Lien Senior Secured Term Loan (LIBOR + 3.5%, 5.6% Cash, Due 11/24)
|
|
$
|
2,121,536
|
|
|
$
|
2,123,850
|
|
|
$
|
2,110,037
|
|
|
|
|
|
2,121,536
|
|
|
2,123,850
|
|
|
2,110,037
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
CPI International Inc. (0.8%)*
(6)
|
|
Electronic Components
|
|
First Lien Senior Secured Term Loan (LIBOR + 3.5%, 5.9% Cash, Due 07/24)
|
|
4,771,351
|
|
|
4,778,794
|
|
|
4,734,087
|
|
|||
|
|
|
|
4,771,351
|
|
|
4,778,794
|
|
|
4,734,087
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Crosby Group (0.5%)*
(5)
|
|
Industrial Equipment
|
|
First Lien Senior Secured Term Loan (LIBOR + 4.75%, 7.1% Cash, Due 06/26)
|
|
3,000,000
|
|
|
2,970,000
|
|
|
2,971,260
|
|
|||
|
|
|
|
3,000,000
|
|
|
2,970,000
|
|
|
2,971,260
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
CVS Holdings I, LP (MyEyeDr) (0.3%)*
(6)
|
|
Health Care Supplies
|
|
First Lien Senior Secured Term Loan (LIBOR + 2.75%, 5.2% Cash, Due 02/25)
|
|
1,948,780
|
|
|
1,947,730
|
|
|
1,945,526
|
|
|||
|
|
|
|
1,948,780
|
|
|
1,947,730
|
|
|
1,945,526
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Dart Buyer, Inc. (1.2%)*
(3) (5) (7)
|
|
Aerospace & Defense
|
|
First Lien Senior Secured Term Loan (LIBOR + 5.25%, 7.8% Cash, Due 04/25)
|
|
7,455,733
|
|
|
7,168,354
|
|
|
7,195,052
|
|
|||
|
|
|
|
7,455,733
|
|
|
7,168,354
|
|
|
7,195,052
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Dimora Brands, Inc. (0.5%)*
(6)
|
|
Building Products
|
|
First Lien Senior Secured Term Loan (LIBOR + 3.5%, 5.9% Cash, Due 08/24)
|
|
2,941,442
|
|
|
2,944,651
|
|
|
2,856,875
|
|
|||
|
|
|
|
2,941,442
|
|
|
2,944,651
|
|
|
2,856,875
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Distinct Holdings, Inc. (1.3%)*
(5) (7)
|
|
Systems Software
|
|
First Lien Senior Secured Term Loan (LIBOR + 4.75%, 7.1% Cash, Due 12/23)
|
|
7,630,970
|
|
|
7,538,761
|
|
|
7,555,010
|
|
|||
|
|
|
|
7,630,970
|
|
|
7,538,761
|
|
|
7,555,010
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Dole Food Co. Inc. (2.3%)*
(4) (6)
|
|
Packaged Foods & Meats
|
|
First Lien Senior Secured Term Loan (LIBOR + 2.75%, 5.1% Cash, Due 04/24)
|
|
13,739,017
|
|
|
13,745,745
|
|
|
13,399,801
|
|
|||
|
|
|
|
13,739,017
|
|
|
13,745,745
|
|
|
13,399,801
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Duff & Phelps Corporation (2.2%)*
(4) (6)
|
|
Research & Consulting Services
|
|
First Lien Senior Secured Term Loan (LIBOR + 3.25%, 5.7% Cash, Due 02/25)
|
|
13,274,078
|
|
|
13,308,206
|
|
|
12,845,059
|
|
|||
|
|
|
|
13,274,078
|
|
|
13,308,206
|
|
|
12,845,059
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Edelman Financial Center, LLC, The (f/k/a Edelman Financial Group, Inc.) (1.8%)*
(4) (6)
|
|
Investment Banking & Brokerage
|
|
First Lien Senior Secured Term Loan (LIBOR + 3.25%, 5.6% Cash, Due 07/25)
|
|
10,433,570
|
|
|
10,510,985
|
|
|
10,390,688
|
|
|||
|
|
|
|
10,433,570
|
|
|
10,510,985
|
|
|
10,390,688
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Endo International PLC (1.3%)*
(3) (4) (6)
|
|
Pharmaceuticals
|
|
First Lien Senior Secured Term Loan (LIBOR + 4.25%, 6.7% Cash, Due 04/24)
|
|
7,919,192
|
|
|
7,986,329
|
|
|
7,417,670
|
|
|||
|
|
|
|
7,919,192
|
|
|
7,986,329
|
|
|
7,417,670
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Equian Buyer Corp. (0.6%)*
(6)
|
|
Health Care Services
|
|
First Lien Senior Secured Term Loan (LIBOR + 3.25%, 5.7% Cash, Due 05/24)
|
|
3,454,432
|
|
|
3,459,796
|
|
|
3,449,250
|
|
|||
|
|
|
|
3,454,432
|
|
|
3,459,796
|
|
|
3,449,250
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Exeter Property Group, LLC (2.1%)*
(5) (7)
|
|
Real Estate
|
|
First Lien Senior Secured Term Loan (LIBOR + 4.5%,6.9% Cash, Due 08/24)
|
|
12,500,000
|
|
|
12,322,598
|
|
|
12,409,641
|
|
|||
|
|
|
|
12,500,000
|
|
|
12,322,598
|
|
|
12,409,641
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
ExGen Renewables IV, LLC (f/k/a Exelon Corp.) (0.5%)*
(3) (6)
|
|
Electric Utilities
|
|
First Lien Senior Secured Term Loan (LIBOR + 3.0%, 5.5% Cash, Due 11/24)
|
|
2,865,257
|
|
|
2,890,666
|
|
|
2,739,902
|
|
|||
|
|
|
|
2,865,257
|
|
|
2,890,666
|
|
|
2,739,902
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Eyemart Express (0.6%)*
(6)
|
|
Retail
|
|
First Lien Senior Secured Term Loan (LIBOR + 3.0%, 5.4% Cash, Due 08/24)
|
|
3,469,830
|
|
|
3,480,691
|
|
|
3,433,674
|
|
|||
|
|
|
|
3,469,830
|
|
|
3,480,691
|
|
|
3,433,674
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Fieldwood Energy LLC (1.6%)*
(4) (5) (6)
|
|
Oil & Gas Equipment & Services
|
|
First Lien Senior Secured Term Loan (LIBOR + 5.25%, 7.7% Cash, Due 04/22)
|
|
10,000,000
|
|
|
10,078,440
|
|
|
9,240,600
|
|
|||
|
|
|
|
10,000,000
|
|
|
10,078,440
|
|
|
9,240,600
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Filtration Group Corporation (1.9%)*
(4) (6)
|
|
Industrial Machinery
|
|
First Lien Senior Secured Term Loan (LIBOR + 3.0%, 5.4% Cash, Due 03/25)
|
|
10,889,724
|
|
|
10,970,741
|
|
|
10,856,620
|
|
|||
|
|
|
|
10,889,724
|
|
|
10,970,741
|
|
|
10,856,620
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Flex Acquisition Holdings, Inc. (1.6%)*
(4) (5) (6)
|
|
Paper Packaging
|
|
First Lien Senior Secured Term Loan (LIBOR + 3.25%, 5.7% Cash, Due 06/25)
|
|
9,836,288
|
|
|
9,855,204
|
|
|
9,316,342
|
|
|||
|
|
|
|
9,836,288
|
|
|
9,855,204
|
|
|
9,316,342
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
Barings BDC, Inc.
Unaudited Consolidated Schedule of Investments — (Continued)
June 30, 2019
|
||||||||||||||||
Portfolio Company
|
|
Industry
|
|
Type of Investment
(1) (2)
|
|
Principal
Amount
|
|
Cost
|
|
Fair
Value
|
||||||
GMS Inc. (1.2%)*
(3) (5) (6)
|
|
Construction & Engineering
|
|
First Lien Senior Secured Term Loan (LIBOR + 2.75%, 5.2% Cash, Due 06/25)
|
|
$
|
7,443,609
|
|
|
$
|
7,405,647
|
|
|
$
|
7,240,473
|
|
|
|
|
|
7,443,609
|
|
|
7,405,647
|
|
|
7,240,473
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Graftech International Ltd. (1.7%)*
(3) (4) (6)
|
|
Specialty Chemicals
|
|
First Lien Senior Secured Term Loan (LIBOR + 3.5%, 5.9% Cash, Due 02/25)
|
|
10,113,889
|
|
|
10,193,214
|
|
|
9,911,611
|
|
|||
|
|
|
|
10,113,889
|
|
|
10,193,214
|
|
|
9,911,611
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Gulf Finance, LLC (0.1%)*
(4)
|
|
Oil & Gas Exploration & Production
|
|
First Lien Senior Secured Term Loan (LIBOR + 5.25%, 7.6% Cash, Due 08/23)
|
|
1,064,315
|
|
|
910,462
|
|
|
866,970
|
|
|||
|
|
|
|
1,064,315
|
|
|
910,462
|
|
|
866,970
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Harbor Freight Tools USA Inc.(1.0%)*
(6)
|
|
Specialty Stores
|
|
First Lien Senior Secured Term Loan (LIBOR + 2.5%, 4.9% Cash, Due 08/23)
|
|
5,994,942
|
|
|
5,940,116
|
|
|
5,829,122
|
|
|||
|
|
|
|
5,994,942
|
|
|
5,940,116
|
|
|
5,829,122
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Hayward Industries, Inc. (1.4%)*
(4) (6)
|
|
Leisure Products
|
|
First Lien Senior Secured Term Loan (LIBOR + 3.5%, 5.9% Cash, Due 08/24)
|
|
8,414,358
|
|
|
8,443,119
|
|
|
8,227,643
|
|
|||
|
|
|
|
8,414,358
|
|
|
8,443,119
|
|
|
8,227,643
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Healthline Media, Inc (2.2%)*
(5) (7)
|
|
Healthcare
|
|
First Lien Senior Secured Term Loan (LIBOR + 4.75%, 7.1% Cash, Due 11/24)
|
|
12,776,691
|
|
|
12,543,230
|
|
|
12,719,988
|
|
|||
|
|
|
|
12,776,691
|
|
|
12,543,230
|
|
|
12,719,988
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Hertz Corporation (The) (1.0%)*
(3) (6)
|
|
Rental & Leasing Services
|
|
First Lien Senior Secured Term Loan (LIBOR + 2.75%, 5.2% Cash, Due 06/23)
|
|
5,876,607
|
|
|
5,867,164
|
|
|
5,849,045
|
|
|||
|
|
|
|
5,876,607
|
|
|
5,867,164
|
|
|
5,849,045
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Holley Performance Products (Holley Purchaser, Inc.) (3.7%)*
(5) (7)
|
|
Packaging
|
|
First Lien Senior Secured Term Loan (LIBOR + 5.0%, 7.6% Cash, Due 10/25)
|
|
22,422,325
|
|
|
22,112,028
|
|
|
21,749,655
|
|
|||
|
|
|
|
22,422,325
|
|
|
22,112,028
|
|
|
21,749,655
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Hub International Limited (1.7%)*
(4) (5) (6)
|
|
Property & Casualty Insurance
|
|
First Lien Senior Secured Term Loan (LIBOR + 3.0%, 5.6% Cash, Due 04/25)
|
|
10,281,150
|
|
|
10,294,663
|
|
|
10,015,896
|
|
|||
|
|
|
|
10,281,150
|
|
|
10,294,663
|
|
|
10,015,896
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Husky Injection Molding Systems Ltd. (1.3%)*
(3) (4) (6)
|
|
Industrial Machinery
|
|
First Lien Senior Secured Term Loan (LIBOR + 3.0%, 5.4% Cash, Due 03/25)
|
|
8,005,107
|
|
|
7,743,253
|
|
|
7,633,750
|
|
|||
|
|
|
|
8,005,107
|
|
|
7,743,253
|
|
|
7,633,750
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
HW Holdco, LLC (f/k/a Hanley Wood LLC) (1.3%)*
(5) (7)
|
|
Advertising
|
|
First Lien Senior Secured Term Loan (LIBOR + 6.25%, 8.7% Cash, Due 12/24)
|
|
7,642,137
|
|
|
7,465,693
|
|
|
7,629,694
|
|
|||
|
|
|
|
7,642,137
|
|
|
7,465,693
|
|
|
7,629,694
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Hyland Software Inc. (1.5%)*
(4) (6)
|
|
Technology Distributors
|
|
First Lien Senior Secured Term Loan (LIBOR + 3.25%, 5.7% Cash, Due 07/24)
|
|
8,671,512
|
|
|
8,727,739
|
|
|
8,606,476
|
|
|||
|
|
|
|
8,671,512
|
|
|
8,727,739
|
|
|
8,606,476
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Immucor Inc. (0.4%)*
(4)
|
|
Healthcare
|
|
First Lien Senior Secured Term Loan (LIBOR + 5.0%, 7.3% Cash, Due 06/21)
|
|
2,478,708
|
|
|
2,505,544
|
|
|
2,469,413
|
|
|||
|
|
|
|
2,478,708
|
|
|
2,505,544
|
|
|
2,469,413
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Infor Software Parent, LLC (0.9%)*
(6)
|
|
Systems Software
|
|
First Lien Senior Secured Term Loan (LIBOR + 2.75%, 5.1% Cash, Due 02/22)
|
|
4,995,626
|
|
|
5,003,396
|
|
|
4,979,590
|
|
|||
|
|
|
|
4,995,626
|
|
|
5,003,396
|
|
|
4,979,590
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Institutional Shareholder Services, Inc. (0.8%)*
(5) (7)
|
|
Diversified Support Services
|
|
Second Lien Senior Secured Term Loan (LIBOR + 8.5%, 10.8% Cash, Due 03/27)
|
|
4,951,685
|
|
|
4,806,970
|
|
|
4,838,884
|
|
|||
|
|
|
|
4,951,685
|
|
|
4,806,970
|
|
|
4,838,884
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Intelsat S.A. (2.2%)*
(3) (4)
|
|
Broadcasting
|
|
First Lien Senior Secured Term Loan (LIBOR + 3.75%, 6.2% Cash, Due 11/23)
|
|
13,000,000
|
|
|
13,072,679
|
|
|
12,853,750
|
|
|||
|
|
|
|
13,000,000
|
|
|
13,072,679
|
|
|
12,853,750
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
ION Trading Technologies Ltd. (2.5%)*
(3) (4) (6)
|
|
Electrical Components & Equipment
|
|
First Lien Senior Secured Term Loan (LIBOR + 4.0%, 6.3% Cash, Due 11/24)
|
|
14,819,339
|
|
|
14,788,663
|
|
|
14,335,043
|
|
|||
|
|
|
|
14,819,339
|
|
|
14,788,663
|
|
|
14,335,043
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
IRB Holding Corporation (1.3%)*
(4) (5) (6)
|
|
Food Retail
|
|
First Lien Senior Secured Term Loan (LIBOR + 3.25%, 5.6% Cash, Due 02/25)
|
|
7,929,703
|
|
|
7,947,854
|
|
|
7,821,939
|
|
|||
|
|
|
|
7,929,703
|
|
|
7,947,854
|
|
|
7,821,939
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
Barings BDC, Inc.
Unaudited Consolidated Schedule of Investments — (Continued)
June 30, 2019
|
||||||||||||||||
Portfolio Company
|
|
Industry
|
|
Type of Investment
(1) (2)
|
|
Principal
Amount
|
|
Cost
|
|
Fair
Value
|
||||||
Jaguar Holding Company I (0.8%)*
(6)
|
|
Life Sciences Tools & Services
|
|
First Lien Senior Secured Term Loan (LIBOR + 2.5%, 4.9% Cash, Due 08/22)
|
|
$
|
4,948,454
|
|
|
$
|
4,949,498
|
|
|
$
|
4,916,981
|
|
|
|
|
|
4,948,454
|
|
|
4,949,498
|
|
|
4,916,981
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
JS Held, LLC (3.6%)*
(5) (7)
|
|
Property & Casualty Insurance
|
|
First Lien Senior Secured Term Loan (LIBOR + 4.5%, 6.9% Cash, Due 09/24)
|
|
21,276,464
|
|
|
21,086,317
|
|
|
21,276,464
|
|
|||
|
|
|
|
21,276,464
|
|
|
21,086,317
|
|
|
21,276,464
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Kenan Advantage Group Inc. (1.4%)*
(4) (5) (6)
|
|
Trucking
|
|
First Lien Senior Secured Term Loan (LIBOR + 3.0%, 5.4% Cash, Due 07/22)
|
|
8,406,296
|
|
|
8,400,308
|
|
|
8,101,568
|
|
|||
|
|
|
|
8,406,296
|
|
|
8,400,308
|
|
|
8,101,568
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
K-Mac Holdings Corp (0.6%)*
(6)
|
|
Restaurants
|
|
First Lien Senior Secured Term Loan (LIBOR + 3.25%, 5.7% Cash, Due 03/25)
|
|
3,308,967
|
|
|
3,317,820
|
|
|
3,266,777
|
|
|||
|
|
|
|
3,308,967
|
|
|
3,317,820
|
|
|
3,266,777
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Kronos Inc. (1.9%)*
(4) (6)
|
|
Application Software
|
|
First Lien Senior Secured Term Loan (LIBOR + 3.0%, 5.6% Cash, Due 11/23)
|
|
11,393,155
|
|
|
11,434,684
|
|
|
11,363,305
|
|
|||
|
|
|
|
11,393,155
|
|
|
11,434,684
|
|
|
11,363,305
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
LAC Intermediate, LLC (f/k/a Lighthouse Autism Center) (1.3%)*
(5) (7)
|
|
Healthcare and Pharmaceuticals
|
|
First Lien Senior Secured Term Loan (LIBOR + 5.75%, 8.1% Cash, Due 10/24)
|
|
7,947,531
|
|
|
7,702,065
|
|
|
7,605,812
|
|
|||
|
|
Class A LLC Units (154,320 units)
|
|
|
|
154,320
|
|
|
129,635
|
|
||||||
|
|
|
|
7,947,531
|
|
|
7,856,385
|
|
|
7,735,447
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
LTI Holdings, Inc. (1.9%)*
(4) (6)
|
|
Industrial Conglomerates
|
|
First Lien Senior Secured Term Loan (LIBOR + 3.5%, 5.9% Cash, Due 09/25)
|
|
11,910,000
|
|
|
11,970,740
|
|
|
11,247,566
|
|
|||
|
|
|
|
11,910,000
|
|
|
11,970,740
|
|
|
11,247,566
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Mallinckrodt Plc (1.7%)*
(3) (4) (5) (6)
|
|
Health Care Services
|
|
First Lien Senior Secured Term Loan (LIBOR + 2.75%, 5.1% Cash, Due 09/24)
|
|
11,309,087
|
|
|
11,243,668
|
|
|
10,145,156
|
|
|||
|
|
|
|
11,309,087
|
|
|
11,243,668
|
|
|
10,145,156
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Men's Wearhouse, Inc. (The) (1.5%)*
(3) (4) (6)
|
|
Apparel Retail
|
|
First Lien Senior Secured Term Loan (LIBOR + 3.25%, 5.7% Cash, Due 04/25)
|
|
9,895,366
|
|
|
9,986,045
|
|
|
8,732,660
|
|
|||
|
|
|
|
9,895,366
|
|
|
9,986,045
|
|
|
8,732,660
|
|
|||||
|
|
|
|
|
|
|
||||||||||
Micro Holding Corp. (1.3%)*
(4) (6)
|
|
Internet Software & Services
|
|
First Lien Senior Secured Term Loan (LIBOR + 3.75%, 6.2% Cash, Due 09/24)
|
|
7,919,395
|
|
|
7,972,621
|
|
|
7,770,907
|
|
|||
|
|
|
|
7,919,395
|
|
|
7,972,621
|
|
|
7,770,907
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Nautilus Power, LLC (0.6%)*
(6)
|
|
Independent Power Producers & Energy Traders
|
|
First Lien Senior Secured Term Loan (LIBOR + 4.25%, 6.7% Cash, Due 05/24)
|
|
3,363,889
|
|
|
3,379,248
|
|
|
3,353,663
|
|
|||
|
|
|
|
3,363,889
|
|
|
3,379,248
|
|
|
3,353,663
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
NFP Corp. (1.4%)*
(4) (6)
|
|
Specialized Finance
|
|
First Lien Senior Secured Term Loan (LIBOR + 3.0%, 5.4% Cash, Due 01/24)
|
|
8,586,097
|
|
|
8,584,432
|
|
|
8,337,873
|
|
|||
|
|
|
|
8,586,097
|
|
|
8,584,432
|
|
|
8,337,873
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
NGS US Finco, LLC (f/k/a Dresser Natural Gas Solutions) (2.0%)*
(5) (7)
|
|
Natural Gas
|
|
First Lien Senior Secured Term Loan (LIBOR + 4.25%, 6.7% Cash, Due 10/25)
|
|
12,054,808
|
|
|
12,000,094
|
|
|
11,927,188
|
|
|||
|
|
|
|
12,054,808
|
|
|
12,000,094
|
|
|
11,927,188
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
NVA Holdings, Inc. (1.3%)*
(4) (6)
|
|
Health Care Facilities
|
|
First Lien Senior Secured Term Loan (LIBOR + 2.75%, 5.2% Cash, Due 02/25)
|
|
7,876,490
|
|
|
7,861,741
|
|
|
7,863,336
|
|
|||
|
|
|
|
7,876,490
|
|
|
7,861,741
|
|
|
7,863,336
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Omaha Holdings LLC (1.7%)*
(4) (6)
|
|
Auto Parts & Equipment
|
|
First Lien Senior Secured Term Loan (LIBOR + 2.75%, 5.2% Cash, Due 03/24)
|
|
9,899,244
|
|
|
9,965,062
|
|
|
9,829,455
|
|
|||
|
|
|
|
9,899,244
|
|
|
9,965,062
|
|
|
9,829,455
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Omnitracs, LLC (1.4%)*
(5) (6)
|
|
Application Software
|
|
First Lien Senior Secured Term Loan (LIBOR + 2.75%, 5.1% Cash, Due 03/25)
|
|
8,392,923
|
|
|
8,367,011
|
|
|
8,256,538
|
|
|||
|
|
|
|
8,392,923
|
|
|
8,367,011
|
|
|
8,256,538
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Ortho-Clinical Diagnostics Bermuda Co. Ltd. (1.9%)*
(4) (6)
|
|
Health Care Services
|
|
First Lien Senior Secured Term Loan (LIBOR + 3.25%, 5.7% Cash, Due 06/25)
|
|
11,403,125
|
|
|
11,407,146
|
|
|
10,951,789
|
|
|||
|
|
|
|
11,403,125
|
|
|
11,407,146
|
|
|
10,951,789
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
PAREXEL International Corp. (1.2%)*
(4) (6)
|
|
Pharmaceuticals
|
|
First Lien Senior Secured Term Loan (LIBOR + 2.75%, 5.2% Cash, Due 09/24)
|
|
7,066,089
|
|
|
7,036,307
|
|
|
6,759,491
|
|
|||
|
|
|
|
7,066,089
|
|
|
7,036,307
|
|
|
6,759,491
|
|
Barings BDC, Inc.
Unaudited Consolidated Schedule of Investments — (Continued)
June 30, 2019
|
||||||||||||||||
Portfolio Company
|
|
Industry
|
|
Type of Investment
(1) (2)
|
|
Principal
Amount
|
|
Cost
|
|
Fair
Value
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Penn Engineering & Manufacturing Corp. (0.3%)*
(6)
|
|
Industrial Conglomerates
|
|
First Lien Senior Secured Term Loan (LIBOR + 2.75%, 5.2% Cash, Due 06/24)
|
|
$
|
1,925,060
|
|
|
$
|
1,939,919
|
|
|
$
|
1,919,053
|
|
|
|
|
|
1,925,060
|
|
|
1,939,919
|
|
|
1,919,053
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Phoenix Services International LLC (0.5%)*
(6) (7)
|
|
Steel
|
|
First Lien Senior Secured Term Loan (LIBOR + 3.75%, 6.2% Cash, Due 03/25)
|
|
2,966,933
|
|
|
2,977,928
|
|
|
2,929,847
|
|
|||
|
|
|
|
2,966,933
|
|
|
2,977,928
|
|
|
2,929,847
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
PMHC II, Inc. (0.1%)*
(6)
|
|
Diversified Chemicals
|
|
First Lien Senior Secured Term Loan (LIBOR + 3.5%, 6.1% Cash, Due 03/25)
|
|
618,734
|
|
|
622,145
|
|
|
560,988
|
|
|||
|
|
|
|
618,734
|
|
|
622,145
|
|
|
560,988
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
PODS Enterprises, Inc. (1.3%)*
(4) (6)
|
|
Packaging
|
|
First Lien Senior Secured Term Loan (LIBOR + 2.75%, 5.2% Cash, Due 12/24)
|
|
7,919,424
|
|
|
7,942,849
|
|
|
7,794,060
|
|
|||
|
|
|
|
7,919,424
|
|
|
7,942,849
|
|
|
7,794,060
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Prime Security Services Borrower, LLC (2.1%)*
(3) (4) (6)
|
|
Security & Alarm Services
|
|
First Lien Senior Secured Term Loan (LIBOR + 2.75%, 5.2% Cash, Due 05/22)
|
|
10,957,028
|
|
|
10,983,039
|
|
|
10,875,837
|
|
|||
|
|
|
|
10,957,028
|
|
|
10,983,039
|
|
|
10,875,837
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Pro Mach Inc. (1.0%)*
(5) (6)
|
|
Industrial Machinery
|
|
First Lien Senior Secured Term Loan (LIBOR + 3.0%, 5.1% Cash, Due 03/25)
|
|
5,939,850
|
|
|
5,922,196
|
|
|
5,712,175
|
|
|||
|
|
|
|
5,939,850
|
|
|
5,922,196
|
|
|
5,712,175
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
ProAmpac Intermediate Inc. (1.6%)*
(4) (6)
|
|
Packaged Foods & Meats
|
|
First Lien Senior Secured Term Loan (LIBOR + 3.5%, 6.0% Cash, Due 11/23)
|
|
9,897,237
|
|
|
9,910,185
|
|
|
9,482,840
|
|
|||
|
|
|
|
9,897,237
|
|
|
9,910,185
|
|
|
9,482,840
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Process Equipment, Inc. (1.1%)*
(5) (7)
|
|
Industrial Air & Material Handling Equipment
|
|
First Lien Senior Secured Term Loan (LIBOR + 5.0%, 7.3% Cash, Due 03/25)
|
|
6,442,667
|
|
|
6,301,633
|
|
|
6,350,271
|
|
|||
|
|
|
|
6,442,667
|
|
|
6,301,633
|
|
|
6,350,271
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Professional Datasolutions, Inc. (PDI) (4.0%)*
(5) (7)
|
|
Business Equipment & Services
|
|
First Lien Senior Secured Term Loan (LIBOR + 4.5%, 6.9% Cash, Due 10/24)
|
|
23,333,006
|
|
|
23,292,100
|
|
|
23,484,433
|
|
|||
|
|
|
|
23,333,006
|
|
|
23,292,100
|
|
|
23,484,433
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Qlik Technologies Inc. (Alpha Intermediate Holding, Inc.) (1.2%)*
(4) (6)
|
|
Application Software
|
|
First Lien Senior Secured Term Loan (LIBOR + 3.5%, 6.4% Cash, Due 04/24)
|
|
7,399,044
|
|
|
7,405,098
|
|
|
7,158,575
|
|
|||
|
|
|
|
7,399,044
|
|
|
7,405,098
|
|
|
7,158,575
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Red Ventures, LLC (1.7%)*
(4) (5) (6)
|
|
Advertising
|
|
First Lien Senior Secured Term Loan (LIBOR + 3.0%, 5.4% Cash, Due 11/24)
|
|
10,911,584
|
|
|
10,978,993
|
|
|
10,872,193
|
|
|||
|
|
|
|
10,911,584
|
|
|
10,978,993
|
|
|
10,872,193
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
RedPrairie Holding, Inc (1.7%)*
(4) (6)
|
|
Computer Storage & Peripherals
|
|
First Lien Senior Secured Term Loan (LIBOR + 2.75%, 5.2% Cash, Due 10/23)
|
|
9,898,477
|
|
|
9,964,066
|
|
|
9,839,680
|
|
|||
|
|
|
|
9,898,477
|
|
|
9,964,066
|
|
|
9,839,680
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Renaissance Learning, Inc. (0.9%)*
(6)
|
|
Application Software
|
|
First Lien Senior Secured Term Loan (LIBOR + 3.25%, 5.7% Cash, Due 05/25)
|
|
5,418,685
|
|
|
5,414,811
|
|
|
5,247,075
|
|
|||
|
|
|
|
5,418,685
|
|
|
5,414,811
|
|
|
5,247,075
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Reynolds Group Holdings Ltd (2.6%)*
(4) (6)
|
|
Packaging
|
|
First Lien Senior Secured Term Loan (LIBOR + 2.75%, 5.2% Cash, Due 02/23)
|
|
15,342,640
|
|
|
15,411,260
|
|
|
15,215,296
|
|
|||
|
|
|
|
15,342,640
|
|
|
15,411,260
|
|
|
15,215,296
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Ruffalo Noel Levitz, LLC (1.7%)*
(5) (7)
|
|
Media Services
|
|
First Lien Senior Secured Term Loan (LIBOR + 6.0%, 8.7% Cash, Due 05/22)
|
|
9,788,027
|
|
|
9,660,263
|
|
|
9,697,656
|
|
|||
|
|
|
|
9,788,027
|
|
|
9,660,263
|
|
|
9,697,656
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Scaled Agile, Inc (1.1%)*
(5) (7)
|
|
Research & Consulting Services
|
|
First Lien Senior Secured Term Loan (LIBOR + 5.25%, 7.7% Cash, Due 06/25)
|
|
6,556,524
|
|
|
6,491,045
|
|
|
6,490,959
|
|
|||
|
|
|
|
6,556,524
|
|
|
6,491,045
|
|
|
6,490,959
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
SCI Packaging Inc. (2.3%)*
(4) (6)
|
|
Metal & Glass Containers
|
|
First Lien Senior Secured Term Loan (LIBOR + 3.25%, 5.8% Cash, Due 04/24)
|
|
13,858,586
|
|
|
13,838,015
|
|
|
13,367,715
|
|
|||
|
|
|
|
13,858,586
|
|
|
13,838,015
|
|
|
13,367,715
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
Barings BDC, Inc.
Unaudited Consolidated Schedule of Investments — (Continued)
June 30, 2019
|
||||||||||||||||
Portfolio Company
|
|
Industry
|
|
Type of Investment
(1) (2)
|
|
Principal
Amount
|
|
Cost
|
|
Fair
Value
|
||||||
Seadrill Ltd. (1.2%)*
(3) (4)
|
|
Oil & Gas Equipment & Services
|
|
First Lien Senior Secured Term Loan (LIBOR + 6.0%, 8.3% Cash, Due 02/21)
|
|
$
|
9,863,690
|
|
|
$
|
9,437,544
|
|
|
$
|
7,027,879
|
|
|
|
|
|
9,863,690
|
|
|
9,437,544
|
|
|
7,027,879
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Seaworld Entertainment, Inc. (1.4%)*
(3) (4)
|
|
Leisure Facilities
|
|
First Lien Senior Secured Term Loan (LIBOR + 3.0%, 5.4% Cash, Due 03/24)
|
|
8,413,923
|
|
|
8,404,081
|
|
|
8,377,828
|
|
|||
|
|
|
|
8,413,923
|
|
|
8,404,081
|
|
|
8,377,828
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Serta Simmons Bedding LLC (0.3%)*
(4)
|
|
Home Furnishings
|
|
First Lien Senior Secured Term Loan (LIBOR + 3.5%, 5.9% Cash, Due 11/23)
|
|
2,977,157
|
|
|
2,715,545
|
|
|
1,916,545
|
|
|||
|
|
|
|
2,977,157
|
|
|
2,715,545
|
|
|
1,916,545
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
SIWF Holdings, Inc. (1.6%)*
(4) (6)
|
|
Home Furnishings
|
|
First Lien Senior Secured Term Loan (LIBOR + 4.25%, 6.7% Cash, Due 06/25)
|
|
9,397,966
|
|
|
9,455,693
|
|
|
9,303,986
|
|
|||
|
|
|
|
9,397,966
|
|
|
9,455,693
|
|
|
9,303,986
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
SK Blue Holdings, LP (0.7%)*
(6)
|
|
Commodity Chemicals
|
|
First Lien Senior Secured Term Loan (LIBOR + 4.75%, 7.3% Cash, Due 10/25)
|
|
4,181,628
|
|
|
4,179,338
|
|
|
4,124,131
|
|
|||
|
|
|
|
4,181,628
|
|
|
4,179,338
|
|
|
4,124,131
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Smile Brands Group Inc. (0.9%)*
(5) (7)
|
|
Health Care Services
|
|
First Lien Senior Secured Term Loan (LIBOR + 4.5%, 7.2% Cash, Due 10/24)
|
|
5,178,506
|
|
|
5,121,918
|
|
|
5,080,199
|
|
|||
|
|
|
|
5,178,506
|
|
|
5,121,918
|
|
|
5,080,199
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Solenis Holdings, L.P. (1.3%)*
(5) (6)
|
|
Specialty Chemicals
|
|
First Lien Senior Secured Term Loan (LIBOR + 4.0%, 6.5% Cash, Due 06/25)
|
|
7,940,000
|
|
|
7,986,130
|
|
|
7,830,825
|
|
|||
|
|
|
|
7,940,000
|
|
|
7,986,130
|
|
|
7,830,825
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
SonicWALL, Inc. (0.7%)*
(6)
|
|
Internet Software & Services
|
|
First Lien Senior Secured Term Loan (LIBOR + 3.5%, 6.0% Cash, Due 05/25)
|
|
4,477,500
|
|
|
4,479,692
|
|
|
4,164,075
|
|
|||
|
|
|
|
4,477,500
|
|
|
4,479,692
|
|
|
4,164,075
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Sophia Holding Finance, L.P (2.6%)*
(4)
|
|
Systems Software
|
|
First Lien Senior Secured Term Loan (LIBOR + 3.25%, 5.6% Cash, Due 09/22)
|
|
15,412,934
|
|
|
15,455,479
|
|
|
15,362,842
|
|
|||
|
|
|
|
15,412,934
|
|
|
15,455,479
|
|
|
15,362,842
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
SRS Distribution, Inc. (1.6%)*
(4) (6)
|
|
Building Products
|
|
First Lien Senior Secured Term Loan (LIBOR + 3.25%, 5.7% Cash, Due 05/25)
|
|
9,925,000
|
|
|
9,750,930
|
|
|
9,505,272
|
|
|||
|
|
|
|
9,925,000
|
|
|
9,750,930
|
|
|
9,505,272
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
SS&C Technologies, Inc. (0.3%)*
(3) (6)
|
|
Computer & Electronics Retail
|
|
First Lien Senior Secured Term Loan (LIBOR + 2.25%, 4.7% Cash, Due 04/25)
|
|
1,751,221
|
|
|
1,747,206
|
|
|
1,744,164
|
|
|||
|
|
|
|
1,751,221
|
|
|
1,747,206
|
|
|
1,744,164
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Syniverse Holdings, Inc. (1.6%)*
(4) (6)
|
|
Technology Distributors
|
|
First Lien Senior Secured Term Loan (LIBOR + 5.0%, 7.4% Cash, Due 03/23)
|
|
10,394,737
|
|
|
10,353,590
|
|
|
9,537,171
|
|
|||
|
|
|
|
10,394,737
|
|
|
10,353,590
|
|
|
9,537,171
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Tahoe Subco 1 Ltd (2.5%)*
(3) (4) (6)
|
|
Internet Software & Services
|
|
First Lien Senior Secured Term Loan (LIBOR + 3.5%, 6.1% Cash, Due 06/24)
|
|
14,880,452
|
|
|
14,886,995
|
|
|
14,479,573
|
|
|||
|
|
|
|
14,880,452
|
|
|
14,886,995
|
|
|
14,479,573
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Team Health Holdings, Inc. (1.1%)*
(4) (6)
|
|
Health Care Services
|
|
First Lien Senior Secured Term Loan (LIBOR + 2.75%, 5.2% Cash, Due 02/24)
|
|
6,929,114
|
|
|
6,690,393
|
|
|
6,123,604
|
|
|||
|
|
|
|
6,929,114
|
|
|
6,690,393
|
|
|
6,123,604
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Tempo Acquisition LLC (2.0%)*
(4) (5) (6)
|
|
Investment Banking & Brokerage
|
|
First Lien Senior Secured Term Loan (LIBOR + 3.0%, 5.4% Cash, Due 05/24)
|
|
11,557,071
|
|
|
11,600,043
|
|
|
11,501,712
|
|
|||
|
|
|
|
11,557,071
|
|
|
11,600,043
|
|
|
11,501,712
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Transportation Insight, LLC (3.3%)*
(5) (7)
|
|
Air Freight & Logistics
|
|
First Lien Senior Secured Term Loan (LIBOR + 4.5%, 6.8% Cash, Due 12/24)
|
|
19,385,653
|
|
|
19,166,650
|
|
|
19,337,042
|
|
|||
|
|
|
|
19,385,653
|
|
|
19,166,650
|
|
|
19,337,042
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Tronox Ltd. (1.1%)*
(3) (6)
|
|
Commodity Chemicals
|
|
First Lien Senior Secured Term Loan (LIBOR + 3.0%, 5.4% Cash, Due 09/24)
|
|
6,291,574
|
|
|
6,316,064
|
|
|
6,223,059
|
|
|||
|
|
|
|
6,291,574
|
|
|
6,316,064
|
|
|
6,223,059
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Trystar, LLC (2.9%)*
(5) (7)
|
|
Power Distribution Solutions
|
|
First Lien Senior Secured Term Loan (LIBOR + 4.75%, 6.9% Cash, Due 09/23)
|
|
16,722,328
|
|
|
16,469,581
|
|
|
16,680,701
|
|
|||
|
|
LLC Units (361.5 units)
|
|
|
|
361,505
|
|
|
454,023
|
|
||||||
|
|
|
|
16,722,328
|
|
|
16,831,086
|
|
|
17,134,724
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
Barings BDC, Inc.
Unaudited Consolidated Schedule of Investments — (Continued)
June 30, 2019
|
||||||||||||||||
Portfolio Company
|
|
Industry
|
|
Type of Investment
(1) (2)
|
|
Principal
Amount
|
|
Cost
|
|
Fair
Value
|
||||||
Affiliate Investment:
|
|
|
|
|
|
|
|
|
|
|
||||||
Jocassee Partners LLC (0.9%)*
(3) (5)
|
|
Investment Funds & Vehicles
|
|
9.1% Member Interest
|
|
|
|
$
|
5,162,299
|
|
|
$
|
5,000,210
|
|
||
|
|
|
|
|
|
5,162,299
|
|
|
5,000,210
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Subtotal Affiliate Investment
|
|
|
|
|
|
|
|
5,162,299
|
|
|
5,000,210
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Short-Term Investments:
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
The Dreyfus Corporation
(4.5%)*
(4) (5)
|
|
Money Market Fund
|
|
Dreyfus Government Cash Management Fund (2.3% yield)
|
|
$
|
26,068,450
|
|
|
26,068,450
|
|
|
26,068,450
|
|
||
|
|
|
|
26,068,450
|
|
|
26,068,450
|
|
|
26,068,450
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
State Street Global Advisors (1.4%)*
(3) (6)
|
|
Money Market Fund
|
|
State Street USD Liquidity LVNAV Fund (2.4% yield)
|
|
8,355,041
|
|
|
8,355,041
|
|
|
8,355,041
|
|
|||
|
|
|
|
8,355,041
|
|
|
8,355,041
|
|
|
8,355,041
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Subtotal Short-Term Investments
|
|
34,423,491
|
|
|
34,423,491
|
|
|
34,423,491
|
|
|||||||
|
|
|
|
|
|
|
|
|
||||||||
Total Investments, June 30, 2019 (206.0%)*
|
|
|
|
$
|
1,225,669,743
|
|
|
$
|
1,225,426,681
|
|
|
$
|
1,200,612,963
|
|
(1)
|
All debt investments are income producing, unless otherwise noted. Equity and any equity-linked investments are non-income producing, unless otherwise noted. The Board of Directors determined in good faith that all investments were valued at fair value in accordance with the Company's valuation policies and procedures and the Investment Company Act of 1940, as amended, based on, among other things, the input of Barings, the Company’s Audit Committee and an independent valuation firm that has been engaged to assist in the valuation of the Company's senior secured, middle-market investments.
|
(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 15.6% of total investments at fair value as of
June 30, 2019
. 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)
|
Some or all of the investment is or will be encumbered as security for the Company's credit facility entered into in February 2019 with ING Capital LLC (the "February 2019 Credit Facility").
|
(6)
|
Some or all of the investment is encumbered as security for the Company's $449.3 million term debt securitization entered into in May 2019 (the "Debt Securitization")
|
(7)
|
The fair value of the investment was determined using significant unobservable inputs.
|
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 (f/k/a 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. The Board of Directors determined in good faith that all investments were valued at fair value in accordance with the Company's valuation policies and procedures and the Investment Company Act of 1940, as amended, based on, among other things, the input of Barings, the Company’s Audit Committee and an independent valuation firm that has been engaged to assist in the valuation of the Company's senior secured, middle-market investments.
|
(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 the August 2018 Credit Facility.
|
(5)
|
The fair value of the investment was determined using significant unobservable inputs.
|
•
|
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.
|
•
|
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 cash. Pre-Incentive Fee Net Investment Income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation.
|
(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
|
(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
|
|
Percentage of
Total Portfolio
|
|
Fair Value
|
|
Percentage of
Total Portfolio
|
|
Percentage of
Total
Net Assets
|
|||||||
June 30, 2019:
|
|
|
|
|
|
|
|
|
|
|||||||
Senior debt and 1
st
lien notes
|
$
|
1,175,669,080
|
|
|
96
|
%
|
|
$
|
1,150,957,046
|
|
|
96
|
%
|
|
197
|
%
|
Subordinated debt and 2nd lien notes
|
9,655,986
|
|
|
1
|
|
|
9,648,558
|
|
|
1
|
|
|
2
|
|
||
Equity shares
|
515,825
|
|
|
—
|
|
|
583,658
|
|
|
—
|
|
|
—
|
|
||
Investment in joint venture
|
5,162,299
|
|
|
—
|
|
|
5,000,210
|
|
|
—
|
|
|
1
|
|
||
Short-term investments
|
34,423,491
|
|
|
3
|
|
|
34,423,491
|
|
|
3
|
|
|
6
|
|
||
|
$
|
1,225,426,681
|
|
|
100
|
%
|
|
$
|
1,200,612,963
|
|
|
100
|
%
|
|
206
|
%
|
December 31, 2018:
|
|
|
|
|
|
|
|
|
|
|||||||
Senior debt and 1st 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
|
%
|
|
June 30, 2019
|
|
December 31, 2018
|
||||||||||
Aerospace and Defense
|
$
|
36,296,197
|
|
|
3.1
|
%
|
|
$
|
28,944,709
|
|
|
2.7
|
%
|
Automotive
|
34,762,164
|
|
|
3.0
|
%
|
|
36,052,950
|
|
|
3.3
|
%
|
||
Banking, Finance, Insurance and Real Estate
|
111,823,332
|
|
|
9.6
|
%
|
|
97,220,907
|
|
|
9.0
|
%
|
||
Beverage, Food and Tobacco
|
31,362,037
|
|
|
2.7
|
%
|
|
30,978,576
|
|
|
2.9
|
%
|
||
Capital Equipment
|
67,078,568
|
|
|
5.8
|
%
|
|
46,630,026
|
|
|
4.3
|
%
|
||
Chemicals, Plastics, and Rubber
|
23,779,226
|
|
|
2.0
|
%
|
|
23,983,552
|
|
|
2.2
|
%
|
||
Construction and Building
|
29,281,050
|
|
|
2.5
|
%
|
|
29,157,682
|
|
|
2.7
|
%
|
||
Consumer goods: Durable
|
20,847,863
|
|
|
1.8
|
%
|
|
21,118,531
|
|
|
2.0
|
%
|
||
Consumer goods: Non-durable
|
22,341,400
|
|
|
1.9
|
%
|
|
25,025,317
|
|
|
2.3
|
%
|
||
Containers, Packaging and Glass
|
54,675,029
|
|
|
4.7
|
%
|
|
53,729,065
|
|
|
5.0
|
%
|
||
Energy: Electricity
|
17,134,723
|
|
|
1.5
|
%
|
|
17,682,349
|
|
|
1.6
|
%
|
||
Energy: Oil and Gas
|
17,135,449
|
|
|
1.5
|
%
|
|
17,872,908
|
|
|
1.7
|
%
|
||
Healthcare and Pharmaceuticals
|
106,620,505
|
|
|
9.1
|
%
|
|
143,160,276
|
|
|
13.3
|
%
|
||
High Tech Industries
|
118,242,167
|
|
|
10.1
|
%
|
|
93,740,806
|
|
|
8.7
|
%
|
||
Hotel, Gaming and Leisure
|
24,705,462
|
|
|
2.1
|
%
|
|
23,742,260
|
|
|
2.2
|
%
|
||
Investment Funds and Vehicles(1)
|
5,000,210
|
|
|
0.4
|
%
|
|
—
|
|
|
—
|
%
|
||
Media: Advertising, Printing and Publishing
|
35,884,203
|
|
|
3.1
|
%
|
|
30,315,332
|
|
|
2.8
|
%
|
||
Media: Broadcasting and Subscription
|
17,912,854
|
|
|
1.5
|
%
|
|
22,510,963
|
|
|
2.1
|
%
|
||
Media: Diversified and Production
|
37,688,362
|
|
|
3.2
|
%
|
|
15,325,025
|
|
|
1.4
|
%
|
||
Metals and Mining
|
9,359,809
|
|
|
0.8
|
%
|
|
5,944,424
|
|
|
0.6
|
%
|
||
Retail
|
40,156,503
|
|
|
3.5
|
%
|
|
53,507,322
|
|
|
5.0
|
%
|
||
Services: Business
|
113,910,103
|
|
|
9.8
|
%
|
|
107,136,887
|
|
|
10.0
|
%
|
||
Services: Consumer
|
62,014,451
|
|
|
5.3
|
%
|
|
31,122,421
|
|
|
2.9
|
%
|
||
Telecommunications
|
26,535,426
|
|
|
2.3
|
%
|
|
26,019,130
|
|
|
2.4
|
%
|
||
Transportation: Cargo
|
65,515,041
|
|
|
5.6
|
%
|
|
54,394,774
|
|
|
5.1
|
%
|
||
Transportation: Consumer
|
13,531,248
|
|
|
1.2
|
%
|
|
18,755,533
|
|
|
1.7
|
%
|
||
Utilities: Electric
|
10,668,902
|
|
|
0.9
|
%
|
|
10,656,505
|
|
|
1.0
|
%
|
||
Utilities: Oil and Gas
|
11,927,188
|
|
|
1.0
|
%
|
|
11,903,574
|
|
|
1.1
|
%
|
||
Total
|
$
|
1,166,189,472
|
|
|
100.0
|
%
|
|
$
|
1,076,631,804
|
|
|
100.0
|
%
|
(1)
|
Includes the Company’s investment in Jocassee Partners LLC.
|
|
|
As of June 30, 2019
|
||||||||||||||
Member
|
|
Total Commitments
|
|
Contributed Capital
|
|
Return of Capital (not recallable)
|
|
Unfunded Commitments
|
||||||||
Barings BDC, Inc.
|
|
$
|
50,000,000
|
|
|
$
|
5,000,000
|
|
|
$
|
—
|
|
|
$
|
45,000,000
|
|
South Carolina Retirement Systems Group Trust
|
|
500,000,000
|
|
|
50,000,000
|
|
|
—
|
|
|
450,000,000
|
|
||||
Total
|
|
$
|
550,000,000
|
|
|
$
|
55,000,000
|
|
|
$
|
—
|
|
|
$
|
495,000,000
|
|
For the quarter ended:
|
|
Total
companies
|
|
Percent of total
investments at
fair value(1)
|
September 30, 2018(2)
|
|
—
|
|
—%
|
December 31, 2018
|
|
5
|
|
100%
|
March 31, 2019
|
|
18
|
|
100%
|
June 30, 2019
|
|
22
|
|
100%
|
(1)
|
Exclusive of the fair value of new middle-market investments made during the quarter and certain middle-market investments repaid subsequent to the end of the reporting period.
|
(2)
|
The Company did not engage any independent valuation firms to perform the Procedures for the third quarter of 2018 as the Company's investment portfolio consisted primarily of newly-originated investments.
|
June 30, 2019:
|
Fair Value
(1)
|
|
Valuation
Model |
|
Level 3
Input |
|
Range of
Inputs |
|
Weighted
Average |
||
Senior debt and 1st lien notes
|
$
|
281,120,079
|
|
|
Income Approach
|
|
Implied Spread
|
|
4.3% – 6.8%
|
|
5.4%
|
54,975,270
|
|
|
Market Approach
|
|
Pricing Service Quotes
|
|
96.0% – 99.8%
|
|
98.0%
|
||
Subordinated debt and 2nd lien notes
|
9,648,558
|
|
|
Income
Approach |
|
Implied Spread
|
|
9.2% – 9.4%
|
|
9.3%
|
|
Equity shares
|
583,658
|
|
|
Enterprise
Value Waterfall Approach |
|
Adjusted EBITDA Multiple
|
|
9.9x – 12.5x
|
|
10.4x
|
(1)
|
One senior debt investment with a total fair value of $21,276,464 that repaid subsequent to the end of the reporting period was valued at its transaction value.
|
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.
|
|
Fair Value as of June 30, 2019
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Senior debt and 1
st
lien notes
|
$
|
—
|
|
|
$
|
793,585,233
|
|
|
$
|
357,371,813
|
|
|
$
|
1,150,957,046
|
|
Subordinated debt and 2nd lien notes
|
—
|
|
|
—
|
|
|
9,648,558
|
|
|
9,648,558
|
|
||||
Equity shares
|
—
|
|
|
—
|
|
|
583,658
|
|
|
583,658
|
|
||||
Short-term investments
|
34,423,491
|
|
|
—
|
|
|
—
|
|
|
34,423,491
|
|
||||
Investments subject to leveling
|
$
|
34,423,491
|
|
|
$
|
793,585,233
|
|
|
$
|
367,604,029
|
|
|
$
|
1,195,612,753
|
|
Investment in joint venture (1)
|
|
|
|
|
|
|
5,000,210
|
|
|||||||
|
|
|
|
|
|
|
$
|
1,200,612,963
|
|
||||||
|
|
|
|
|
|
|
|
||||||||
|
Fair Value as of December 31, 2018
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Senior debt and 1st 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
|
|
(1)
|
The Company's investment in Jocassee is measured at fair value using net asset value and has not been categorized in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Unaudited Consolidated Balance Sheet.
|
Six Months Ended
June 30, 2019:
|
Senior Debt
and 1
st
Lien
Notes
|
|
Subordinated Debt and 2
nd
Lien Notes
|
|
Equity
Shares
|
|
Total
|
||||||||
Fair value, beginning of period
|
$
|
257,987,259
|
|
|
$
|
7,679,132
|
|
|
$
|
515,825
|
|
|
$
|
266,182,216
|
|
New investments
|
132,890,095
|
|
|
4,951,685
|
|
|
—
|
|
|
137,841,780
|
|
||||
Transfers out of Level 3
|
(18,924,383
|
)
|
|
—
|
|
|
—
|
|
|
(18,924,383
|
)
|
||||
Proceeds from sales of investments
|
(6,540,831
|
)
|
|
—
|
|
|
—
|
|
|
(6,540,831
|
)
|
||||
Loan origination fees received
|
(2,271,606
|
)
|
|
(148,551
|
)
|
|
—
|
|
|
(2,420,157
|
)
|
||||
Principal repayments received
|
(9,932,420
|
)
|
|
(2,980,874
|
)
|
|
—
|
|
|
(12,913,294
|
)
|
||||
Accretion of loan discounts
|
(5,395
|
)
|
|
—
|
|
|
—
|
|
|
(5,395
|
)
|
||||
Accretion of deferred loan origination revenue
|
486,312
|
|
|
55,878
|
|
|
—
|
|
|
542,190
|
|
||||
Realized loss
|
(46,575
|
)
|
|
—
|
|
|
—
|
|
|
(46,575
|
)
|
||||
Unrealized appreciation (depreciation)
|
3,729,357
|
|
|
91,288
|
|
|
67,833
|
|
|
3,888,478
|
|
||||
Fair value, end of period
|
$
|
357,371,813
|
|
|
$
|
9,648,558
|
|
|
$
|
583,658
|
|
|
$
|
367,604,029
|
|
Six Months Ended
June 30, 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
|
19,747,966
|
|
|
7,803,827
|
|
|
1,535,469
|
|
|
—
|
|
|
29,087,262
|
|
|||||
Reclassifications
|
8,617,000
|
|
|
(8,617,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Proceeds from sales of investments
|
—
|
|
|
—
|
|
|
(34,558,341
|
)
|
|
(708
|
)
|
|
(34,559,049
|
)
|
|||||
Loan origination fees received
|
(292,999
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(292,999
|
)
|
|||||
Principal repayments received
|
(28,555,564
|
)
|
|
(133,510,838
|
)
|
|
—
|
|
|
—
|
|
|
(162,066,402
|
)
|
|||||
PIK interest earned(1)
|
225,340
|
|
|
3,048,266
|
|
|
—
|
|
|
—
|
|
|
3,273,606
|
|
|||||
PIK interest payments received
|
(1,403,097
|
)
|
|
(2,494,389
|
)
|
|
—
|
|
|
—
|
|
|
(3,897,486
|
)
|
|||||
Accretion of loan discounts
|
—
|
|
|
12,131
|
|
|
—
|
|
|
—
|
|
|
12,131
|
|
|||||
Accretion of deferred loan origination revenue
|
442,070
|
|
|
2,447,978
|
|
|
—
|
|
|
—
|
|
|
2,890,048
|
|
|||||
Realized gain (loss)
|
—
|
|
|
(65,214,565
|
)
|
|
19,630,512
|
|
|
708
|
|
|
(45,583,345
|
)
|
|||||
Unrealized appreciation (depreciation)
|
(4,846,915
|
)
|
|
60,331,768
|
|
|
(2,085,556
|
)
|
|
(142,000
|
)
|
|
53,257,297
|
|
|||||
Fair value, end of period
|
$
|
256,737,098
|
|
|
$
|
453,355,536
|
|
|
$
|
147,065,775
|
|
|
$
|
1,247,000
|
|
|
$
|
858,405,409
|
|
(1)
|
Prior to the Asset Sale Transaction, certain of the Company's investments contained payment-in-kind ("PIK") interest provisions. PIK interest, computed at the contractual rate specified in each loan agreement, is added to the principal balance of the loan, rather than being paid to the Company in cash, and is recorded as interest income. Thus, the actual collection of PIK interest may be deferred until the time of debt principal repayment.
|
|
Three Months Ended
|
|
Three Months Ended
|
|
Six Months Ended
|
|
Six Months Ended
|
||||||||
|
June 30, 2019
|
|
June 30, 2018
|
|
June 30, 2019
|
|
June 30, 2018
|
||||||||
Recurring Fee Income:
|
|
|
|
|
|
|
|
||||||||
Amortization of loan origination fees
|
$
|
200,806
|
|
|
$
|
521,214
|
|
|
$
|
346,124
|
|
|
$
|
1,102,139
|
|
Management, valuation and other fees
|
78,573
|
|
|
115,664
|
|
|
130,882
|
|
|
313,425
|
|
||||
Total Recurring Fee Income
|
279,379
|
|
|
636,878
|
|
|
477,006
|
|
|
1,415,564
|
|
||||
Non-Recurring Fee Income:
|
|
|
|
|
|
|
|
||||||||
Prepayment fees
|
59,617
|
|
|
953,011
|
|
|
59,617
|
|
|
1,191,943
|
|
||||
Acceleration of unamortized loan origination fees
|
118,299
|
|
|
1,144,442
|
|
|
197,378
|
|
|
1,787,909
|
|
||||
Advisory, loan amendment and other fees
|
62,675
|
|
|
35,248
|
|
|
87,026
|
|
|
162,153
|
|
||||
Total Non-Recurring Fee Income
|
240,591
|
|
|
2,132,701
|
|
|
344,021
|
|
|
3,142,005
|
|
||||
Total Fee Income
|
$
|
519,970
|
|
|
$
|
2,769,579
|
|
|
$
|
821,027
|
|
|
$
|
4,557,569
|
|
(1)
|
Equity and equity-linked investments are non-income producing, unless otherwise noted.
|
(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.
|
(3)
|
Gross additions include increases in the cost basis of investments resulting from new investments and follow-on investments. 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 repayments or sales. Gross reductions also include net increases in unrealized depreciation or net decreases in unrealized appreciation.
|
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)
|
|||||||||||||||||||||
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.
|
Issuance Date
|
Maturity Date
|
|
Interest Rate as of June 30, 2019
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
Credit Facilities:
|
|
|
|
|
|
|
|
||||
February 21, 2019
|
February 21, 2024
|
|
4.963%
|
|
$
|
75,000,000
|
|
|
$
|
—
|
|
August 3, 2018 - Class A
|
NA
|
|
NA
|
|
—
|
|
|
190,000,000
|
|
||
August 3, 2018 - Class A-1
|
August 3, 2020
|
|
3.612%
|
|
210,500,000
|
|
|
380,000,000
|
|
||
Total Credit Facilities
|
|
|
|
|
$
|
285,500,000
|
|
|
$
|
570,000,000
|
|
Debt Securitization:
|
|
|
|
|
|
|
|
||||
May 9, 2019 - Class A-1 2019 Notes
|
April 15, 2027
|
|
3.544%
|
|
$
|
296,750,000
|
|
|
$
|
—
|
|
May 9, 2019 - Class A-2 2019 Notes
|
April 15, 2027
|
|
4.174%
|
|
51,500,000
|
|
|
—
|
|
||
Less: Deferred financing fees
|
|
|
|
|
(1,808,547
|
)
|
|
—
|
|
||
Total Debt Securitization
|
|
|
|
|
$
|
346,441,453
|
|
|
$
|
—
|
|
|
Six Months Ended
June 30, 2018 |
|||
|
Number of
Shares
|
|
Weighted Average
Grant Date Fair
Value per Share
|
|
Unvested shares, beginning of period
|
748,674
|
|
|
$19.79
|
Shares granted during the period
|
435,106
|
|
|
$10.73
|
Shares vested during the period
|
(279,720
|
)
|
|
$20.56
|
Unvested shares, end of period
|
904,060
|
|
|
$15.19
|
Portfolio Company
|
Investment Type
|
June 30,
2019 |
|
December 31, 2018
|
||||
Anju Software, Inc.
|
Delayed Draw Term Loan
|
$
|
7,925,485
|
|
|
$
|
—
|
|
Arch Global Precision, LLC
|
Delayed Draw Term Loan
|
1,072,230
|
|
|
—
|
|
||
Armstrong Transport Group (Pele Buyer, LLC)
|
Delayed Draw Term Loan
|
844,146
|
|
|
—
|
|
||
Aveanna Healthcare Holdings, Inc.(1)
|
Delayed Draw Term Loan
|
—
|
|
|
804,620
|
|
||
Campaign Monitor (UK) Limited(1)
|
Delayed Draw Term Loan
|
2,542,373
|
|
|
—
|
|
||
Dart Buyer, Inc.
|
Delayed Draw Term Loan
|
7,455,734
|
|
|
—
|
|
||
Jocassee Partners LLC(1)
|
Joint Venture
|
45,000,000
|
|
|
—
|
|
||
JS Held, LLC
|
Delayed Draw Term Loan
|
—
|
|
|
2,275,039
|
|
||
LAC Intermediate, LLC(1)
|
Delayed Draw Term Loan
|
4,367,284
|
|
|
6,172,840
|
|
||
Process Equipment, Inc.
|
Delayed Draw Term Loan
|
1,022,646
|
|
|
—
|
|
||
Professional Datasolutions, Inc. (PDI)
|
Delayed Draw Term Loan
|
1,666,994
|
|
|
—
|
|
||
Smile Brands Group, Inc.(1)
|
Delayed Draw Term Loan
|
1,165,294
|
|
|
1,325,699
|
|
||
Transportation Insight, LLC(1)
|
Delayed Draw Term Loan
|
5,516,932
|
|
|
5,516,932
|
|
||
USLS Acquisition, Inc.(1)
|
Delayed Draw Term Loan
|
1,982,052
|
|
|
3,153,265
|
|
||
Total unused commitments to extend financing
|
|
$
|
80,561,170
|
|
|
$
|
19,248,395
|
|
(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. The Company's estimate of the fair value of the current investments in this portfolio company includes an analysis of the fair value of any unfunded commitments.
|
|
Six Months Ended June 30,
|
||||||
|
2019
|
|
2018
|
||||
Per share data:
|
|
|
|
||||
Net asset value at beginning of period
|
$
|
10.98
|
|
|
$
|
13.43
|
|
Net investment income(1)
|
0.30
|
|
|
0.48
|
|
||
Net realized loss on investments / foreign currency borrowings(1)
|
—
|
|
|
(0.93
|
)
|
||
Net unrealized appreciation on investments / foreign currency borrowings(1)
|
0.54
|
|
|
1.08
|
|
||
Total increase from investment operations(1)
|
0.84
|
|
|
0.63
|
|
||
Dividends paid to stockholders from net investment income
|
(0.25
|
)
|
|
(0.30
|
)
|
||
Purchases of shares in share repurchase plan
|
0.03
|
|
|
—
|
|
||
Stock-based compensation
|
—
|
|
|
(0.05
|
)
|
||
Tax provision(1)
|
—
|
|
|
(0.01
|
)
|
||
Other(2)
|
(0.01
|
)
|
|
—
|
|
||
Net asset value at end of period
|
$
|
11.59
|
|
|
$
|
13.70
|
|
Market value at end of period(3)
|
$
|
9.84
|
|
|
$
|
11.50
|
|
Shares outstanding at end of period
|
50,314,275
|
|
|
48,050,720
|
|
||
Net assets at end of period
|
$
|
583,079,705
|
|
|
$
|
658,306,493
|
|
Average net assets
|
$
|
579,833,877
|
|
|
$
|
644,713,747
|
|
Ratio of total expenses, including loss on extinguishment of debt and provision for taxes, to average net assets (annualized)
|
7.83
|
%
|
|
9.09
|
%
|
||
Ratio of net investment income to average net assets (annualized)
|
5.30
|
%
|
|
7.07
|
%
|
||
Portfolio turnover ratio
|
39.48
|
%
|
|
2.92
|
%
|
||
Total return(4)
|
11.96
|
%
|
|
24.42
|
%
|
(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.
|
|
Cost
|
|
Percentage of
Total
Portfolio
|
|
Fair Value
|
|
Percentage of
Total
Portfolio
|
||||||
June 30, 2019:
|
|
|
|
|
|
|
|
||||||
Senior debt and 1st lien notes
|
$
|
1,175,669,080
|
|
|
96
|
%
|
|
$
|
1,150,957,046
|
|
|
96
|
%
|
Subordinated debt and 2nd lien notes
|
9,655,986
|
|
|
1
|
|
|
9,648,558
|
|
|
1
|
|
||
Equity shares
|
515,825
|
|
|
—
|
|
|
583,658
|
|
|
—
|
|
||
Investment in joint venture
|
5,162,299
|
|
|
—
|
|
|
5,000,210
|
|
|
—
|
|
||
Short-term investments
|
34,423,491
|
|
|
3
|
|
|
34,423,491
|
|
|
3
|
|
||
|
$
|
1,225,426,681
|
|
|
100
|
%
|
|
$
|
1,200,612,963
|
|
|
100
|
%
|
December 31, 2018:
|
|
|
|
|
|
|
|
||||||
Senior debt and 1st lien notes
|
$
|
1,120,401,043
|
|
|
95
|
%
|
|
$
|
1,068,436,847
|
|
|
95
|
%
|
Subordinated debt and 2nd 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
|
%
|
Six Months Ended
June 30, 2019:
|
Senior Debt
and 1st Lien Notes |
|
Subordinated debt and 2nd Lien Notes
|
|
Equity
Shares
|
|
Investment in Joint Venture
|
|
Short-term
Investments
|
|
Total
|
||||||||||||
Fair value, beginning of period
|
$
|
1,068,436,847
|
|
|
$
|
7,679,132
|
|
|
$
|
515,825
|
|
|
$
|
—
|
|
|
$
|
45,223,941
|
|
|
$
|
1,121,855,745
|
|
New investments
|
135,673,192
|
|
|
4,951,685
|
|
|
|
|
|
5,162,299
|
|
|
317,480,389
|
|
|
463,267,565
|
|
||||||
Proceeds from sales of investments
|
(33,739,874
|
)
|
|
—
|
|
|
(468,819
|
)
|
|
—
|
|
|
(328,280,839
|
)
|
|
(362,489,532
|
)
|
||||||
Loan origination fees received
|
(2,271,606
|
)
|
|
(148,551
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,420,157
|
)
|
||||||
Principal repayments received
|
(44,447,323
|
)
|
|
(2,980,874
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(47,428,197
|
)
|
||||||
Accretion of loan discounts
|
114,594
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
114,594
|
|
||||||
Accretion of deferred loan origination revenue
|
487,623
|
|
|
55,878
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
543,501
|
|
||||||
Realized gain (loss)
|
(548,570
|
)
|
|
—
|
|
|
468,819
|
|
|
—
|
|
|
—
|
|
|
(79,751
|
)
|
||||||
Unrealized appreciation (depreciation)
|
27,252,163
|
|
|
91,288
|
|
|
67,833
|
|
|
(162,089
|
)
|
|
—
|
|
|
27,249,195
|
|
||||||
Fair value, end of period
|
$
|
1,150,957,046
|
|
|
$
|
9,648,558
|
|
|
$
|
583,658
|
|
|
$
|
5,000,210
|
|
|
$
|
34,423,491
|
|
|
$
|
1,200,612,963
|
|
Six Months Ended
June 30, 2018: |
Senior Debt
and 1st Lien Notes |
|
Subordinated debt and 2nd 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
|
19,747,966
|
|
|
7,803,827
|
|
|
1,535,469
|
|
|
—
|
|
|
29,087,262
|
|
|||||
Reclassifications
|
8,617,000
|
|
|
(8,617,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Proceeds from sales of investments
|
—
|
|
|
—
|
|
|
(34,558,341
|
)
|
|
(708
|
)
|
|
(34,559,049
|
)
|
|||||
Loan origination fees received
|
(292,999
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(292,999
|
)
|
|||||
Principal repayments received
|
(28,555,564
|
)
|
|
(133,510,838
|
)
|
|
—
|
|
|
—
|
|
|
(162,066,402
|
)
|
|||||
PIK interest earned
|
225,340
|
|
|
3,048,266
|
|
|
—
|
|
|
—
|
|
|
3,273,606
|
|
|||||
PIK interest payments received
|
(1,403,097
|
)
|
|
(2,494,389
|
)
|
|
—
|
|
|
—
|
|
|
(3,897,486
|
)
|
|||||
Accretion of loan discounts
|
—
|
|
|
12,131
|
|
|
—
|
|
|
—
|
|
|
12,131
|
|
|||||
Accretion of deferred loan origination revenue
|
442,070
|
|
|
2,447,978
|
|
|
—
|
|
|
—
|
|
|
2,890,048
|
|
|||||
Realized gain (loss)
|
—
|
|
|
(65,214,565
|
)
|
|
19,630,512
|
|
|
708
|
|
|
(45,583,345
|
)
|
|||||
Unrealized appreciation (depreciation)
|
(4,846,915
|
)
|
|
60,331,768
|
|
|
(2,085,556
|
)
|
|
(142,000
|
)
|
|
53,257,297
|
|
|||||
Fair value, end of period
|
$
|
256,737,098
|
|
|
$
|
453,355,536
|
|
|
$
|
147,065,775
|
|
|
$
|
1,247,000
|
|
|
$
|
858,405,409
|
|
|
Three Months
Ended
|
|
Three Months
Ended
|
|
Six Months Ended
|
|
Six Months Ended
|
||||||||
|
June 30,
2019 |
|
June 30,
2018 |
|
June 30,
2019 |
|
June 30,
2018 |
||||||||
Total investment income
|
$
|
19,601,688
|
|
|
$
|
25,473,491
|
|
|
$
|
37,941,446
|
|
|
$
|
51,549,578
|
|
Total operating expenses
|
12,188,806
|
|
|
15,411,622
|
|
|
22,571,277
|
|
|
28,763,531
|
|
||||
Net investment income
|
7,412,882
|
|
|
10,061,869
|
|
|
15,370,169
|
|
|
22,786,047
|
|
||||
Net realized gains (losses)
|
50,024
|
|
|
(37,246,974
|
)
|
|
(79,751
|
)
|
|
(44,502,134
|
)
|
||||
Net unrealized appreciation
|
1,852,007
|
|
|
42,990,830
|
|
|
27,249,195
|
|
|
52,044,255
|
|
||||
Loss on extinguishment of debt
|
(85,356
|
)
|
|
—
|
|
|
(129,751
|
)
|
|
—
|
|
||||
Benefit from (provision for) taxes
|
17,493
|
|
|
(488,845
|
)
|
|
(499
|
)
|
|
(539,635
|
)
|
||||
Net increase in net assets resulting from operations
|
$
|
9,247,050
|
|
|
$
|
15,316,880
|
|
|
$
|
42,409,363
|
|
|
$
|
29,788,533
|
|
|
Three Months
Ended |
|
Three Months
Ended |
|
Six Months Ended
|
|
Six Months Ended
|
||||||||
|
June 30,
2019 |
|
June 30,
2018 |
|
June 30,
2019 |
|
June 30,
2018 |
||||||||
Investment income:
|
|
|
|
|
|
|
|
||||||||
Interest income
|
$
|
19,074,824
|
|
|
$
|
20,036,039
|
|
|
$
|
37,108,838
|
|
|
$
|
41,977,312
|
|
Dividend income
|
4,711
|
|
|
401,232
|
|
|
4,711
|
|
|
591,494
|
|
||||
Fee and other income
|
519,970
|
|
|
2,769,579
|
|
|
821,027
|
|
|
4,557,569
|
|
||||
Payment-in-kind interest income
|
—
|
|
|
1,544,886
|
|
|
—
|
|
|
3,273,607
|
|
||||
Interest income from cash
|
2,183
|
|
|
721,755
|
|
|
6,870
|
|
|
1,149,596
|
|
||||
Total investment income
|
$
|
19,601,688
|
|
|
$
|
25,473,491
|
|
|
$
|
37,941,446
|
|
|
$
|
51,549,578
|
|
|
Three Months
Ended |
|
Three Months
Ended |
|
Six Months Ended
|
|
Six Months Ended
|
||||||||
|
June 30,
2019 |
|
June 30,
2018 |
|
June 30,
2019 |
|
June 30,
2018 |
||||||||
Operating expenses:
|
|
|
|
|
|
|
|
||||||||
Interest and other financing fees
|
$
|
7,027,040
|
|
|
$
|
7,344,335
|
|
|
$
|
12,871,212
|
|
|
$
|
14,934,883
|
|
Base management fees
|
3,130,955
|
|
|
—
|
|
|
5,581,950
|
|
|
—
|
|
||||
Compensation expenses
|
108,646
|
|
|
3,842,656
|
|
|
227,090
|
|
|
7,935,508
|
|
||||
General and administrative expenses
|
1,922,165
|
|
|
4,224,631
|
|
|
3,891,025
|
|
|
5,893,140
|
|
||||
Total operating expenses
|
$
|
12,188,806
|
|
|
$
|
15,411,622
|
|
|
$
|
22,571,277
|
|
|
$
|
28,763,531
|
|
|
Three Months
Ended |
|
Three Months
Ended |
|
Six Months Ended
|
|
Six Months Ended
|
||||||||
|
June 30,
2019 |
|
June 30,
2018 |
|
June 30,
2019 |
|
June 30,
2018 |
||||||||
Net realized gains (losses):
|
|
|
|
|
|
|
|
||||||||
Non-Control / Non-Affiliate investments
|
$
|
50,024
|
|
|
$
|
(29,369,826
|
)
|
|
$
|
(79,751
|
)
|
|
$
|
(41,309,310
|
)
|
Affiliate investments
|
—
|
|
|
(904,686
|
)
|
|
—
|
|
|
2,352,512
|
|
||||
Control investments
|
—
|
|
|
(6,630,547
|
)
|
|
—
|
|
|
(6,626,547
|
)
|
||||
Net realized gains (losses) on investments
|
50,024
|
|
|
(36,905,059
|
)
|
|
(79,751
|
)
|
|
(45,583,345
|
)
|
||||
Foreign currency borrowings
|
—
|
|
|
(341,915
|
)
|
|
|
|
|
1,081,211
|
|
||||
Net realized gains (losses)
|
$
|
50,024
|
|
|
$
|
(37,246,974
|
)
|
|
$
|
(79,751
|
)
|
|
$
|
(44,502,134
|
)
|
|
Three Months
Ended |
|
Three Months
Ended |
|
Six Months Ended
|
|
Six Months Ended
|
||||||||
|
June 30,
2019 |
|
June 30,
2018 |
|
June 30,
2019 |
|
June 30,
2018 |
||||||||
Net unrealized appreciation (depreciation):
|
|
|
|
|
|
|
|
||||||||
Non-Control / Non-Affiliate investments
|
$
|
2,014,096
|
|
|
$
|
22,220,521
|
|
|
$
|
27,411,284
|
|
|
$
|
32,152,905
|
|
Affiliate investments
|
(162,089
|
)
|
|
17,629,966
|
|
|
(162,089
|
)
|
|
19,085,297
|
|
||||
Control investments
|
—
|
|
|
3,040,908
|
|
|
—
|
|
|
1,670,033
|
|
||||
Net unrealized appreciation on investments
|
1,852,007
|
|
|
42,891,395
|
|
|
27,249,195
|
|
|
52,908,235
|
|
||||
Foreign currency borrowings
|
—
|
|
|
99,435
|
|
|
—
|
|
|
(863,980
|
)
|
||||
Net unrealized appreciation
|
$
|
1,852,007
|
|
|
$
|
42,990,830
|
|
|
$
|
27,249,195
|
|
|
$
|
52,044,255
|
|
•
|
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.
|
For the quarter ended:
|
|
Total
companies
|
|
Percent of total
investments at
fair value(1)
|
September 30, 2018(2)
|
|
—
|
|
—%
|
December 31, 2018
|
|
5
|
|
100%
|
March 31, 2019
|
|
18
|
|
100%
|
June 30, 2019
|
|
22
|
|
100%
|
(1)
|
Exclusive of the fair value of new middle-market investments made during the quarter and certain middle-market investments repaid subsequent to the end of the reporting period.
|
(2)
|
We did not engage any independent valuation firms to perform the Procedures for the third quarter of 2018 as our investment portfolio consisted primarily of newly-originated investments.
|
•
|
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.
|
Portfolio Company
|
Investment Type
|
June 30,
2019 |
|
December 31, 2018
|
||||
Anju Software, Inc.
|
Delayed Draw Term Loan
|
$
|
7,925,485
|
|
|
$
|
—
|
|
Arch Global Precision, LLC
|
Delayed Draw Term Loan
|
1,072,230
|
|
|
—
|
|
||
Armstrong Transport Group (Pele Buyer, LLC)
|
Delayed Draw Term Loan
|
844,146
|
|
|
—
|
|
||
Aveanna Healthcare Holdings, Inc.(1)
|
Delayed Draw Term Loan
|
—
|
|
|
804,620
|
|
||
Campaign Monitor (UK) Limited(1)
|
Delayed Draw Term Loan
|
2,542,373
|
|
|
—
|
|
||
Dart Buyer, Inc.
|
Delayed Draw Term Loan
|
7,455,734
|
|
|
—
|
|
||
Jocassee Partners LLC(1)
|
Joint Venture
|
45,000,000
|
|
|
—
|
|
||
JS Held, LLC
|
Delayed Draw Term Loan
|
—
|
|
|
2,275,039
|
|
||
LAC Intermediate, LLC(1)
|
Delayed Draw Term Loan
|
4,367,284
|
|
|
6,172,840
|
|
||
Process Equipment, Inc.
|
Delayed Draw Term Loan
|
1,022,646
|
|
|
—
|
|
||
Professional Datasolutions, Inc. (PDI)
|
Delayed Draw Term Loan
|
1,666,994
|
|
|
—
|
|
||
Smile Brands Group, Inc.(1)
|
Delayed Draw Term Loan
|
1,165,294
|
|
|
1,325,699
|
|
||
Transportation Insight, LLC(1)
|
Delayed Draw Term Loan
|
5,516,932
|
|
|
5,516,932
|
|
||
USLS Acquisition, Inc.(1)
|
Delayed Draw Term Loan
|
1,982,052
|
|
|
3,153,265
|
|
||
Total unused commitments to extend financing
|
|
$
|
80,561,170
|
|
|
$
|
19,248,395
|
|
(1)
|
Represents a commitment to extend financing to a portfolio company where one or more of the our current investments in the portfolio company are carried at less than cost. Our estimate of the fair value of the current investments in this portfolio company includes an analysis of the fair value of any unfunded commitments.
|
•
|
Repurchases may not prove to be the best use of our cash resources.
|
•
|
Repurchases will diminish our cash reserves, which could impact our ability to finance future growth and to pursue possible future strategic opportunities.
|
•
|
We may incur debt in connection with our business in the event that we use other cash resources to repurchase shares, which may affect the financial performance of our business during future periods or our liquidity and the availability of capital for other needs of the business.
|
•
|
Repurchases could affect the trading price of our common stock or increase its volatility and may reduce the market liquidity for our stock.
|
•
|
Repurchases may not be made at the best possible price and the market price of our common stock may decline below the levels at which we repurchased shares of common stock.
|
•
|
Any suspension, modification or discontinuance of the Share Repurchase Plan could result in a decrease in the trading price of our common stock.
|
•
|
Repurchases may make it more difficult for us to meet the diversification requirements necessary to qualify for tax treatment as a RIC for U.S. federal income tax purposes; failure to qualify for tax treatment as a RIC would render our taxable income subject to corporate-level U.S. federal income taxes.
|
•
|
Repurchases may cause our non-compliance with covenants under the August 2018 Credit Facility or the February 2019 Credit Facility, which could have an adverse effect on our operating results and financial condition.
|
Period
|
Total number of shares purchased
(1)
|
|
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 |
|
||||||
April 1 through April 30, 2019
|
129,051
|
|
|
$
|
9.93
|
|
|
129,051
|
|
|
$
|
18,306,965
|
|
(3)
|
May 1 through May 31, 2019
|
220,733
|
|
|
$
|
10.15
|
|
|
220,733
|
|
|
$
|
16,048,039
|
|
(4)
|
June 1 through June 30, 2019
|
34,970
|
|
(2)
|
$
|
9.99
|
|
|
26,600
|
|
|
$
|
15,689,063
|
|
(5)
|
(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 8,370 shares purchased in the open market pursuant to the terms of our dividend reinvestment plan.
|
(3)
|
Based on the total maximum remaining number of shares that could be repurchased under the Share Repurchase Plan as of April 30, 2019 of 1,841,747 and assuming a purchase price of $9.94, which was the closing price of our common stock on the NYSE on April 30, 2019.
|
(4)
|
Based on the total maximum remaining number of shares that could be repurchased under the Share Repurchase Plan as of May 31, 2019 of 1,621,014 and assuming a purchase price of $9.90, which was the closing price of our common stock on the NYSE on May 31, 2019.
|
(5)
|
Based on the total maximum remaining number of shares that could be repurchased under the Share Repurchase Plan as of June 30, 2019 of 1,594,417 and assuming a purchase price of $9.84, which was the closing price of our common stock on the NYSE on June 28, 2019.
|
*
|
Filed Herewith.
|
**
|
Furnished Herewith.
|
|
|
|
BARINGS BDC, INC.
|
|
|
|
|
Date:
|
July 30, 2019
|
|
/s/ Eric Lloyd
|
|
|
|
Eric Lloyd
|
|
|
|
Chief Executive Officer
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
Date:
|
July 30, 2019
|
|
/s/ Jonathan Bock
|
|
|
|
Jonathan Bock
|
|
|
|
Chief Financial Officer
|
|
|
|
(Principal Financial Officer)
|
|
|
|
|
Date:
|
July 30, 2019
|
|
/s/ C. Robert Knox, Jr.
|
|
|
|
C. Robert Knox, Jr.
|
|
|
|
Principal Accounting Officer
|
|
|
|
PRELIMINARY STATEMENT
|
||
TERM SHEET
|
||
The Collateral Obligations
|
||
Sales of Collateral Obligations
|
||
Coverage Tests and Other Tests
|
||
Priority of Payments
|
||
BASE INDENTURE
|
||
GRANTING CLAUSES
|
||
ARTICLE I
|
DEFINITIONS
|
|
Section 1.1.
|
Definitions
|
|
Section 1.2.
|
Usage of Terms
|
|
Section 1.3.
|
Assumptions as to Assets
|
|
ARTICLE II
|
THE NOTES
|
|
Section 2.1.
|
Forms Generally
|
|
Section 2.2.
|
Forms of Notes
|
|
Section 2.3.
|
Authorized Amount; Stated Maturity; Denominations
|
|
Section 2.4.
|
Execution, Authentication, Delivery and Dating
|
|
Section 2.5.
|
Registration, Registration of Transfer and Exchange
|
|
Section 2.6.
|
Mutilated, Defaced, Destroyed, Lost or Stolen Note
|
|
Section 2.7.
|
Payment of Principal and Interest and Other Amounts; Principal and Interest
|
|
Section 2.8.
|
Persons Deemed Owners
|
|
Section 2.9.
|
Cancellation
|
|
Section 2.10.
|
DTC Ceases to be Depository
|
|
Section 2.11.
|
Non-Permitted Holders
|
|
Section 2.12.
|
Treatment and Tax Certification
|
|
ARTICLE III
|
CONDITIONS PRECEDENT
|
|
Section 3.1.
|
Conditions to Issuance of Notes on Closing Date
|
|
Section 3.2.
|
Custodianship; Delivery of Collateral Obligations and Eligible Investments
|
|
ARTICLE IV
|
SATISFACTION AND DISCHARGE
|
|
Section 4.1.
|
Satisfaction and Discharge of Indenture
|
|
Section 4.2.
|
Application of Trust Money
|
|
Section 4.3.
|
Repayment of Monies Held by Paying Agent
|
|
Section 4.4.
|
Limitation on obligation to incur Administrative Expenses
|
|
ARTICLE V
|
REMEDIES
|
|
Section 5.1.
|
Events of Default
|
|
Section 5.2.
|
Acceleration of Maturity; Rescission and Annulment
|
|
Section 5.3.
|
Collection of Indebtedness and Suits for Enforcement by Trustee
|
|
Section 5.4.
|
Remedies
|
|
Section 5.5.
|
Optional Preservation of Assets
|
|
Section 5.6.
|
Trustee May Enforce Claims Without Possession of Notes
|
|
Section 5.7.
|
Application of Money Collected
|
|
Section 5.8.
|
Limitation on Suits
|
Section 5.9.
|
Unconditional Rights of Secured Noteholders to Receive Principal and Interest
|
|
Section 5.10.
|
Restoration of Rights and Remedies
|
|
Section 5.11.
|
Rights and Remedies Cumulative
|
|
Section 5.12.
|
Delay or Omission Not Waiver
|
|
Section 5.13.
|
Control by the Event of Default Voting Holders
|
|
Section 5.14.
|
Waiver of Past Defaults
|
|
Section 5.15.
|
Undertaking for Costs
|
|
Section 5.16.
|
Waiver of Stay or Extension Laws
|
|
Section 5.17.
|
Sale of Assets
|
|
Section 5.18.
|
Action on the Notes
|
|
ARTICLE VI
|
THE TRUSTEE
|
|
Section 6.1.
|
Certain Duties and Responsibilities
|
|
Section 6.2.
|
Notice of Event of Default
|
|
Section 6.3.
|
Certain Rights of Trustee
|
|
Section 6.4.
|
Not Responsible for Recitals or Issuance of Notes
|
|
Section 6.5.
|
May Hold Notes
|
|
Section 6.6.
|
Money Held in Trust
|
|
Section 6.7.
|
Compensation and Reimbursement
|
|
Section 6.8.
|
Corporate Trustee Required; Eligibility
|
|
Section 6.9.
|
Resignation and Removal; Appointment of Successor
|
|
Section 6.10.
|
Acceptance of Appointment by Successor
|
|
Section 6.11.
|
Merger, Conversion, Consolidation or Succession to Business of Trustee
|
|
Section 6.12.
|
Co-Trustees
|
|
Section 6.13.
|
Certain Duties of Trustee Related to Delayed Payment of Proceeds
|
|
Section 6.14.
|
Authenticating Agents
|
|
Section 6.15.
|
Withholding
|
|
Section 6.16
|
Representative for Secured Noteholders Only; Agent for each other Secured Party and the Holders of the Subordinated Notes
|
|
Section 6.17.
|
Representations and Warranties of the Bank
|
|
Section 6.18.
|
Communications with Applicable Rating Agencies
|
|
Section 6.19.
|
Provisions related to the Collateral Management Agreement
|
|
ARTICLE VII
|
COVENANTS
|
|
Section 7.1.
|
Payment of Principal and Interest
|
|
Section 7.2.
|
Maintenance of Office or Agency
|
|
Section 7.3.
|
Money for Note Payments to be Held in Trust
|
|
Section 7.4.
|
Existence of Co-Issuers
|
|
Section 7.5.
|
Protection of Assets
|
|
Section 7.6.
|
Opinions as to Assets
|
|
Section 7.7.
|
Performance of Obligations
|
|
Section 7.8.
|
Negative Covenants
|
|
Section 7.9.
|
Statement as to Compliance
|
|
Section 7.10.
|
Statement as to Compliance
|
|
Section 7.11.
|
Successor Substituted
|
Section 7.12.
|
No Other Business
|
|
Section 7.13.
|
Reserved
|
|
Section 7.14.
|
Annual Rating Review
|
|
Section 7.15.
|
Reporting
|
|
Section 7.16.
|
Calculation Agent
|
|
Section 7.17.
|
Certain Tax Matters
|
|
Section 7.18.
|
Representations Relating to Security Interests in the Assets
|
|
Section 7.19.
|
Acknowledgement of Collateral Manager Standard of Care
|
|
Section 7.20.
|
Listing; Notice Requirements
|
|
ARTICLE VIII
|
SUPPLEMENTAL INDENTURES
|
|
Section 8.1.
|
Supplemental Indentures Without Consent of Holders of Notes
|
|
Section 8.2.
|
Supplemental Indentures With Consent of Holders of Notes
|
|
Section 8.3.
|
Execution of Supplemental Indentures
|
|
Section 8.4.
|
Effect of Supplemental Indentures
|
|
Section 8.5.
|
Reference in Notes to Supplemental Indentures
|
|
ARTICLE IX
|
REDEMPTION OF NOTES
|
|
Section 9.1.
|
Mandatory Redemption
|
|
Section 9.2.
|
Optional Redemption
|
|
Section 9.3.
|
Tax Redemption
|
|
Section 9.4.
|
Redemption Procedures
|
|
Section 9.5.
|
Notes Payable on Redemption Date
|
|
ARTICLE X
|
ACCOUNTS, ACCOUNTINGS AND RELEASES
|
|
Section 10.1.
|
Collection of Money
|
|
Section 10.2.
|
Collection Account
|
|
Section 10.3.
|
Transaction Accounts
|
|
Section 10.4.
|
The Revolver Funding Account
|
|
Section 10.5.
|
Reinvestment of Funds in Accounts; Reports by Trustee
|
|
Section 10.6.
|
Accountings
|
|
Section 10.7.
|
Release of Collateral
|
|
Section 10.8.
|
Reports by Independent Accountants
|
|
Section 10.9.
|
Reports to Applicable Rating Agencies and Additional Recipients
|
|
Section 10.10.
|
Procedures Relating to the Establishment of Accounts Controlled by the Trustee
|
|
ARTICLE XI
|
APPLICATION OF MONIES
|
|
Section 11.1.
|
Disbursements of Monies from Payment Account
|
|
ARTICLE XII
|
SALE OF COLLATERAL OBLIGATIONS
|
|
Section 12.1.
|
Sales of Collateral Obligations
|
|
Section 12.2.
|
Conditions Applicable to All Transactions Effected under Article XII
|
|
ARTICLE XIII
|
NOTEHOLDERS' RELATIONS
|
|
Section 13.1.
|
Subordination
|
|
Section 13.2.
|
Standard of Conduct
|
|
ARTICLE XIV
|
MISCELLANEOUS
|
|
Section 14.1.
|
Form of Documents Delivered to Trustee
|
|
Section 14.2.
|
Acts of Holders
|
Section 14.3.
|
Notices, etc., to Trustee, the Co-Issuers, the Collateral Manager, the Initial Purchaser, the Collateral Administrator, the Paying Agent, each Hedge Counterparty and the Applicable Rating Agencies
|
|
Section 14.4.
|
Notices to Holders; Waiver
|
|
Section 14.5.
|
Effect of Headings and Table of Contents
|
|
Section 14.6.
|
Successors and Assigns
|
|
Section 14.7.
|
Severability
|
|
Section 14.8.
|
Benefits of Indenture
|
|
Section 14.9.
|
Legal Holidays
|
|
Section 14.10.
|
Governing Law
|
|
Section 14.11.
|
Submission to Jurisdiction
|
|
Section 14.12.
|
Waiver of Jury Trial
|
|
Section 14.13.
|
Counterparts
|
|
Section 14.14.
|
Acts of Issuer
|
|
Section 14.15.
|
Liability of Co-Issuers
|
|
Section 14.16.
|
Communications with Applicable Rating Agencies
|
|
Section 14.17.
|
17g-5 Information
|
|
ARTICLE XV
|
ASSIGNMENT OF COLLATERAL MANAGEMENT AGREEMENT
|
|
Section 15.1.
|
Assignment of Collateral Management Agreement
|
|
ARTICLE XVI
|
HEDGE AGREEMENTS
|
|
Section 16.1.
|
Hedge Agreements
|
|
INDEX
|
||
|
|
|
|
|
|
Schedule 1
|
List of Collateral Obligations
|
Schedule 2
|
Moody's Industry Classification Group List
|
B-1
|
Form of Transferor Certificate for Transfer to Regulation S Global Secured Note
|
B-3
|
Form of Transferor Certificate for Transfer to Rule 144A Global Note
|
Co-Issuers
|
The Class A-1 Notes and the Class A-2 Notes (the "
Secured Notes
") will be co-issued by Barings BDC Static CLO Ltd. 2019-I (the "
Issuer
") and Barings BDC Static CLO 2019-I, LLC (the "
Co-Issuer
" and, together with the Issuer, the "
Co-Issuers
"). The Subordinated Notes will be issued solely by the Issuer.
|
Collateral Manager
|
Barings BDC, Inc. (the "
Collateral Manager
"), a Maryland corporation, operating as a closed-end, non-diversified investment company. The Collateral Manager is a business development company under the Investment Company Act of 1940, as amended, and is not registered as an investment adviser under the Investment Advisers Act.
|
Retention Holder
|
Barings BDC, Inc. (the "
Retention Holder
"), in its capacity as a Sponsor or a "majority-owned affiliate" (as such term is defined in the U.S. Risk Retention Rules) of a Sponsor.
|
Trustee
|
State Street Bank and Trust Company (the "
Bank
") (in such capacity, the "
Trustee
").
|
Registrar, Paying Agent, Transfer Agent and Calculation Agent
|
The Trustee will serve as "
Registrar
," "
Paying Agent
," "
Transfer Agent
" and "
Calculation Agent
."
|
Collateral Administrator
|
State Street Bank and Trust Company (the "
Collateral Administrator
").
|
Initial Purchaser
|
Merrill Lynch, Pierce, Fenner & Smith Incorporated, in its capacity as initial purchaser of the Notes (in such capacity, the "
Initial Purchaser
").
|
Cayman Islands Service
Providers |
MaplesFS Limited (the "
Administrator
" and "
Share Trustee
").
|
Process Agent
|
Corporation Service Company (the "
Process Agent
").
|
AML Services Provider
|
Maples Compliance Services (Cayman) Limited (the "
AML Services Provider
").
|
Class
|
Designations
|
Priority
Level |
Principal
Balance (U.S.$) |
Interest
Rate 1 |
Expected
Ratings (Fitch) |
ERISA Restricted Status
|
"
Class A-1 Notes
"
|
Secured Notes; Floating Rate Notes
|
First
|
$296,750,000
|
LIBOR
plus 1.02% |
AAAsf
|
Not ERISA Restricted
|
"
Class A-2 Notes
" (together with the Class A-1 Notes, the "
Class A Notes
")
|
Secured Notes; Floating Rate Notes
|
Second
|
$51,500,000
|
LIBOR
plus 1.65% |
AAsf
|
Not ERISA Restricted
|
"
Subordinated Notes
"
|
Unsecured Obligations of Issuer
|
Third
|
$101,000,000
|
Residual
2
|
NR/NR
|
ERISA Restricted
|
1
|
The index maturity for LIBOR will be three months, except that LIBOR for the first Interest Accrual Period shall be calculated by reference to an interpolation between the rate for deposits with a term equal to the next shorter period of time for which rates are available and the rate appearing for deposits with a term equal to the next longer period of time for which rates are available, in accordance with the definition of LIBOR set forth in
Schedule 7
hereto. LIBOR shall otherwise be calculated in accordance with the definition of LIBOR set forth in
Schedule 7
hereto
.
|
2
|
No stated rate of interest. On each Payment Date, the Holders of the Subordinated Notes will receive excess distributions, if any, in the manner specified in the Priority of Payments.
|
Rating Agencies
|
|
Applicable Rating Agencies
|
Fitch, or, with respect to Assets generally, if at any time an Applicable Rating Agency ceases to provide rating services with respect to debt obligations, any other nationally recognized investment rating agency selected by the Issuer (or the Collateral Manager on behalf of the Issuer). If at any time an initial Applicable Rating Agency or any other nationally recognized investment rating agency referred to herein ceases to provide rating services with respect to debt obligations, references to rating categories of such initial Applicable Rating Agency or such other nationally recognized investment rating agency referred to in this Indenture shall be deemed instead to be references to the equivalent categories (as determined by the Collateral Manager) of such replacement rating agency selected by the Issuer (or the Collateral Manager on its behalf) as of the most recent date on which such replacement rating agency and the replaced rating agency published ratings for the type of obligation in respect of which such replacement rating agency is used.
|
Rating Agency Condition
|
With respect to any action taken or to be taken by or on behalf of the Issuer, a condition (the "
Rating Agency Condition
") that is satisfied if written notice to Fitch has been delivered at least five Business Days prior to such action.
|
Applicable Dates
|
|
Closing Date
|
On or about May 9, 2019 (the "
Closing Date
").
|
Payment Dates
|
Distributions will be made under the Priority of Payments on the 15th day of January, April, July and October of each year (or, if such day is not a Business Day, the next succeeding Business Day), commencing in July 2019 and each Redemption Date with respect to all Classes of Secured Notes (each a "
Payment Date
"), except that (x) "Payment Date" shall include each date fixed by the Trustee on which payments are made in accordance with Section 5.7 of the Base Indenture and (y) the final Payment Date (subject to any earlier redemption or payment of the Notes) shall be the Stated Maturity (or, if such day is not a Business Day, the next succeeding Business Day); provided that, following the redemption or repayment in full of the Secured Notes, Holders of Subordinated Notes may receive payments (including in respect of an Optional Redemption of Subordinated Notes) on any Business Day designated by the Collateral Manager (which Business Days may or may not be the dates stated above) upon five Business Days' prior written notice to the Trustee and the Collateral Administrator (which notice the Trustee will promptly forward to the Holders of the Subordinated Notes) and such Business Days shall constitute Payment Dates.
|
Determination Dates
|
Determinations of amounts payable under the Priority of Payments on each Payment Date will be determined on the last day of each Collection Period (each, a "
Determination Date
").
|
Collection Period
|
The "
Collection Period
" will be (i) with respect to the first Payment Date, the period commencing on the Closing Date and ending at the close of business on the eighth Business Day prior to the first Payment Date; and (ii) with respect to any other Payment Date, the period commencing on the day immediately following the prior Collection Period and ending (a) in the case of the final Collection Period preceding the latest Stated Maturity of any Class of Notes, on the day of such Stated Maturity, (b) in the case of the final Collection Period preceding an Optional Redemption or Tax Redemption in whole of all Classes of Secured Notes, on the Business Day prior to the Redemption Date;
provided
that all Sale Proceeds and Refinancing Proceeds, as applicable, received on the applicable Redemption Date shall be deemed to be received on the Business Day prior to such Redemption Date and (c) in any other case, at the close of business on the eighth Business Day prior to such Payment Date.
|
|
|
|
|
|
|
|
|
Non-Call Period
|
The period from the Closing Date to but excluding May 9, 2020 (the "
Non-Call Period
").
|
Stated Maturity
|
The Payment Date in April 2027 (the "
Stated Maturity
").
|
Denominations; Form; Listing; Trading
|
|
Minimum Denominations
|
The "
Minimum Denominations
" are (x) in the case of the Secured Notes, $250,000 and (y) in the case of the Subordinated Notes, $2,000,000 and, in each case, integral multiples of $1 in excess thereof.
|
Form
|
Global Notes or, at the request of the purchaser, a Certificated Note, except that (a) Notes sold to U.S. purchasers who are Institutional Accredited Investors (and not Qualified Institutional Buyers) and (b) Subordinated Notes sold to Benefit Plan Investors or Controlling Persons after the Closing Date will be issued in the form of Certificated Notes.
|
Listing and Trading
|
Application has been made to the Cayman Islands Stock Exchange for the Notes to be admitted to listing on the official list of the Cayman Islands Stock Exchange. There can be no assurance that any such application will be granted or, if granted, that such listing will be maintained. There is currently no secondary market for the Notes and there can be no assurance that such a market will develop.
|
Servicing Fees
|
On each Payment Date (other than a Payment Date in connection with a Refinancing), the Collateral Manager will be entitled to receive Servicing Fees (the "
Servicing Fees
"), which will be payable in accordance with the Priority of Payments and will consist of the following three components:
(i) a "
Senior Servicing Fee
" accruing quarterly in arrears on each Payment Date (prorated for the related Interest Accrual Period), in an amount equal to 0.10%
per annum
(calculated on the basis of a 360-day year consisting of twelve 30-day months) of the Fee Basis Amount at the beginning of the Collection Period relating to such Payment Date;
provided
that the Senior Servicing Fee payable on any Payment Date shall not include any such fee (or any portion thereof) that has been waived or deferred by the Collateral Manager (with notice to the Trustee and the Collateral Administrator) no later than the Determination Date immediately prior to such Payment Date pursuant to the Collateral Management Agreement; and
(ii) a "
Subordinated Servicing Fee
" accruing quarterly in arrears on each Payment Date (prorated for the related Interest Accrual Period), in an amount equal to 0.10%
per annum
(calculated on the basis of a 360-day year consisting of twelve 30-day months) of the Fee Basis Amount at the beginning of the Collection Period relating to such Payment Date;
provided
that the Subordinated Servicing Fee payable on any Payment Date shall not include any such fee (or any portion thereof) that has been waived or deferred by the Collateral Manager (with notice to the Trustee and the Collateral Administrator) no later than the Determination Date immediately prior to such Payment Date pursuant to the Collateral Management Agreement.
|
Voting and Control
|
|
Controlling Class
|
The "
Controlling Class
" means the Class A-1 Notes so long as any Class A-1 Notes are Outstanding; then the Class A-2 Notes so long as any Class A-2 Notes are Outstanding; and then the Subordinated Notes.
|
Event of Default Voting Holders
|
"
Event of Default Voting Holders
"
means a Majority of the Controlling Class.
|
Required Redemption Direction
|
The written direction (the "
Required Redemption Direction
") or written consent of:
(a)
a Majority of the Subordinated Notes or a Majority of any Affected Class is required to effect a Tax Redemption;
(b)
a Majority of the Subordinated Notes or the Collateral Manager (so long as a Majority of the Subordinated Notes has not objected to such direction within 10 Business Days of notice thereof) is required to effect any Optional Redemption in whole of the Secured Notes from Sale Proceeds;
(c)
a Majority of the Subordinated Notes and the Collateral Manager is required to effect any Optional Redemption in whole of the Secured Notes from Refinancing Proceeds and Sale Proceeds;
(d)
a Majority of the Subordinated Notes and the Collateral Manager is required to effect any Optional Redemption in part of the Secured Notes from Refinancing Proceeds; and
(e)
a Majority of the Subordinated Notes or the Collateral Manager is required to effect a redemption in whole or in part of the Subordinated Notes after the redemption or repayment in full of the Secured Notes.
|
|
|
|
|
Refinancing
|
Any Class or Classes of Secured Notes may be redeemed in whole, but not in part, on any Business Day after the end of the Non-Call Period for such Class from Refinancing Proceeds upon receipt by the Issuer of the Required Redemption Direction. The Issuer shall redeem any Class or Classes of the Secured Notes by obtaining a loan or loans in place of such Class or Classes of Secured Notes or by issuing replacement securities, the terms of which loan(s) or issuance will be negotiated by the Collateral Manager on behalf of the Issuer, from one or more financial institutions or purchasers (a refinancing provided pursuant to such loan or issuance, a "
Refinancing
") and to the extent and subject to the restrictions described herein.
|
Closing Proceeds
|
On the Closing Date, the Issuer will have purchased, or entered into binding agreements to purchase, the Collateral Obligations identified in Schedule 1 to the Base Indenture and having an Aggregate Principal Balance at least equal to the Closing Date Par Amount. On the Closing Date, the Trustee will deposit any remaining proceeds from the issuance of the Notes in excess of amounts necessary to settle binding commitments to purchase Collateral Obligations with an Aggregate Principal Balance at least equal to the Closing Date Par Amount (or such greater amount as determined by the Collateral Manager), net of amounts applied to pay certain costs and expenses on the Closing Date and an amount of approximately $2,001,275 deposited into the Expense Reserve Account, into the Interest Collection Subaccount.
The information provided in
Annex C
to the Offering Circular is current as of May 6, 2019. It is possible that between such time and the Closing Date, there will be prepayments on one or more Collateral Obligations. In the event of such a prepayment, the Collateral Manager may sell an additional amount of such Collateral Obligation to the Issuer equal to the principal amount that has been prepaid or, in lieu of such option, the Issuer will retain on the Closing Date a cash amount (that otherwise would have been used to acquire the related Collateral Obligation at the principal balance listed in
Annex C
to the Offering Circular) equivalent to the amount of such prepayment and designate such cash amount as Principal Proceeds that will be payable in accordance with the Priority of Payments on the first Payment Date to occur after the Closing Date.
|
Contributions
|
At any time, by notification to the Issuer, the Trustee and the Collateral Manager, (i) any holder of Subordinated Notes may propose to make a cash contribution to the Issuer or (ii) any holder of a Certificated Subordinated Note may propose to designate as a contribution to the Issuer all or a specified portion of Interest Proceeds that would otherwise be distributed to such Holder pursuant to clause (I) of the Priority of Interest Payments (each such proposed contribution described above, a "
Contribution
" and each such holder, a "
Contributor
"). The Collateral Manager (in its sole discretion), will determine (A) whether to accept any Contribution and (B) the Permitted Use to which such Contribution would be applied, and the Collateral Manager will provide written notice of such determinations to the applicable Contributor(s) thereof (with a copy to the Trustee). If a Contribution is accepted by the Collateral Manager, it will be deposited by the Trustee in the Permitted Use Account and applied to any Permitted Use as determined by the Collateral Manager. Amounts deposited pursuant to clause (ii) of the first sentence of this paragraph will be deemed to constitute payment of the amounts designated thereunder for purposes of all distributions from the Payment Account to be made on the applicable Payment Date. Any amount so deposited shall not earn interest and shall not increase the principal balance of the related Subordinated Notes.
|
Debt obligation
|
It is a debt obligation (including, but not limited to, interests in bank loans acquired by way of assignment or Participation Interest), that provides for a fixed amount of principal payable in Cash on scheduled payment dates and/or at maturity, has a stated maturity date on or before which final payment of principal shall be payable, pays interest no less frequently than semi-annually, and does not by its terms provide for earlier amortization or prepayment at a price less than par.
|
Dollar denominated
|
It is U.S. Dollar denominated and is neither convertible by the issuer thereof into, nor payable in, any other currency.
|
Defaulted and credit risk obligations
|
It is not a Defaulted Obligation or a Credit Risk Obligation.
|
Leases
|
It is not a lease (including a finance lease).
|
Deferrable obligations
|
If it is a Deferrable Obligation, it (a) is a Permitted Deferrable Obligation and (b) is not deferring or capitalizing the payment of interest, paying interest "in kind" or otherwise has an interest "in kind" balance outstanding as of the Closing Date.
|
Margin Stock
|
It does not constitute Margin Stock.
|
Withholding tax
|
The Issuer will receive payments due under the terms of such asset and proceeds from disposing of such asset free and clear of withholding tax, other than with respect to FATCA or withholding tax as to which the obligor or issuer must make additional payments so that the net amount received by the Issuer after satisfaction of such tax is the amount due to the Issuer before the imposition of any withholding tax;
provided
that this paragraph shall not apply to commitment fees and other similar fees associated with Revolving Collateral Obligations or Delayed Drawdown Collateral Obligations.
|
Minimum rating
|
It has (a) an S&P Rating of at least "CCC-," which S&P Rating does not have an "f," "p," "pi," "t" or "sf" subscript assigned by S&P and (b) a Moody's Rating of at least "Caa3."
|
Non-credit related risk
|
It is not a debt obligation whose repayment is subject to substantial non-credit related risk as determined by the Collateral Manager.
|
Future advances
|
Except for Delayed Drawdown Collateral Obligations and Revolving Collateral Obligations, it is not an obligation pursuant to which any future advances or payments to the borrower or the obligor thereof may be required to be made by the Issuer.
|
Bonds
|
It is not a Bond.
|
Zero Coupon Bonds
|
It is not a Zero Coupon Bond.
|
Bridge Loans
|
It is not a Bridge Loan.
|
Small Obligor Loans
|
It is not a Small Obligor Loan.
|
Step-Up Obligations
|
It is not a Step-Up Obligation.
|
Step-Down Obligations
|
It is not a Step-Down Obligation.
|
Structured Finance Obligations
|
It is not a Structured Finance Obligation.
|
Interest Only Securities
|
It is not an Interest Only Security.
|
Repack Obligations
|
It is not a Repack Obligation.
|
Real Estate Loans
|
It is not a Real Estate Loan.
|
Securities lending
|
It is not an obligation subject to a Securities Lending Agreement.
|
Investment Company Act
|
It will not require the Issuer, the Co-Issuer or the pool of Assets to be registered as an investment company under the Investment Company Act.
|
Equity Securities
|
It is not an Equity Security and is not by its terms convertible into or exchangeable for an Equity Security or have a warrant attached to purchase Equity Securities (including, without limitation, any Equity Security acquired as part of a "unit" in connection with the purchase of a Collateral Obligation).
|
Offers
|
It is not the subject of an Offer of exchange, or tender by its issuer, for Cash, securities or any other type of consideration other than a Permitted Offer.
|
Maturity
|
It does not mature after the Stated Maturity of the Notes.
|
Floating rate obligations
|
Other than in the case of a Fixed Rate Obligation, it accrues interest at a floating rate determined by reference to (a) the Dollar prime rate, federal funds rate or LIBOR or (b) a similar interbank offered rate, commercial deposit rate or any other index.
|
Registered
|
It is Registered.
|
Synthetic Securities
|
It is not a Synthetic Security.
|
Letter of Credit Facilities
|
It does not include or support a letter of credit (including, without limitation, a Letter of Credit).
|
Grantor trusts
|
It is not an interest in a grantor trust.
|
Jurisdiction of obligor
|
It is issued by a Non-Emerging Market Obligor that is (x) Domiciled in the United States, Canada, a Group I Country, a Group II Country, a Group III Country or a Tax Jurisdiction and (y) not Domiciled in Greece, Italy, Portugal or Spain.
|
Foreign exchange controls
|
It is not issued by a sovereign, or by a corporate Obligor located in a country, which sovereign or country on the date on which such obligation is acquired by the Issuer imposed foreign exchange controls that effectively limit the availability or use of U.S. Dollars to make when due the scheduled payments of principal thereof and interest thereon.
|
Purchase price
|
The purchase price of such obligation shall be at least 60.0% of such obligation's par amount.
|
Related Obligations
|
It is not a Related Obligation.
|
Eligible Assets
|
It is an Eligible Asset.
|
Eligibility
|
It is able to be pledged to the Trustee pursuant to its Underlying Instruments.
|
Counterparty Criteria
|
The Counterparty Criteria are satisfied.
|
(a)
|
any Credit Risk Obligation;
|
(b)
|
any Defaulted Obligation; or
|
(c)
|
any Equity Security;
provided
that the Collateral Manager shall use its commercially reasonable efforts to effect the sale of any Equity Security, regardless of price:
|
(i)
|
within three years after receipt; and
|
(ii)
|
within 45 days after receipt if such Equity Security constitutes Margin Stock, unless such sale is prohibited by applicable law, in which case such Equity Security shall be sold as soon as such sale is permitted by applicable law; or
|
(d)
|
any Collateral Obligation (other than a Credit Risk Obligation or a Defaulted Obligation, which sales will be conducted in accordance with clauses (a) and (b) above) as directed by the Collateral Manager;
provided
that if the commitment to sell or otherwise dispose of such Collateral Obligation occurs during the Non-Call Period, the Aggregate Principal Balance of all Collateral Obligations sold pursuant to this clause (d) during the Non-Call Period is not greater than 5% of the Closing Date Par Amount.
|
(i)
|
any Holder or beneficial owner of Notes may submit a written bid to purchase for Cash one or more Unsalable Assets no later than the date specified in the auction notice (which will be at least 15 Business Days after the date of such notice);
|
(ii)
|
each bid must include an offer to purchase for a specified amount of cash on a proposed settlement date no later than 20 Business Days after the date of the auction notice;
|
(iii)
|
if no Holder or beneficial owner of Notes submits such a bid within the time period specified under clause (i) above, unless the Collateral Manager determines that delivery in-kind is not legally or commercially practicable and provides written notice thereof to the Trustee, the Trustee will provide notice thereof to each Holder and offer to deliver (at such Holder's expense) a pro rata portion (as determined by the Collateral Manager) of each unsold Unsalable Asset to the Holders or beneficial owners of the most senior Class that provide delivery instructions to the Trustee on or before the date specified in such notice, subject to minimum denominations;
provided
that, to the extent that minimum denominations do not permit a pro rata distribution, the Trustee will distribute the Unsalable Assets on a pro rata basis to the extent possible and the Collateral Manager will select by lottery the Holder or beneficial owner to whom the remaining amount will be delivered and deliver written notice thereof to the Trustee;
provided
,
further
, that the Trustee will use commercially reasonable efforts (but without expense to it) to effect delivery of such interests and, for the avoidance of doubt, any such delivery to the Holders shall not operate to reduce the principal amount of the related Class of Notes held by such Holders;
|
(iv)
|
if no such Holder or beneficial owner provides delivery instructions to the Trustee, the Trustee will promptly notify the Collateral Manager and offer to deliver (at the cost of the Collateral Manager) the Unsalable Asset to the Collateral Manager; and
|
(v)
|
if the Collateral Manager declines such offer, the Trustee will take such action as directed by the Collateral Manager (on behalf of the Issuer) in writing to dispose of the Unsalable Asset, which may be by donation to a charity, abandonment or other means. The Trustee shall have no duty, obligation or responsibility with respect to the sale of any Unsalable Asset under this paragraph other than to act upon the written instruction of the Collateral Manager and in accordance with the express provisions of this paragraph.
|
|
Tested Classes
|
First Test Date
|
Minimum (%)
|
Overcollateralization Ratio Test
|
Class A Notes
|
First Determination Date
|
121.72
|
Interest Coverage Test
|
Class A Notes
|
Second Determination Date
|
120.00
|
(i)
|
the bid price determined by the Loan Pricing Corporation, LoanX Inc. or Markit Group Limited or any other nationally recognized loan pricing service selected by the Collateral Manager with notice to the Applicable Rating Agencies; or
|
(ii)
|
if the price described in clause (i) is not available,
|
(A)
|
the average of the bid prices determined by three broker-dealers (or other buy-side market participants) active in the trading of such asset that are Independent from each other and the Issuer and the Collateral Manager; or
|
(B)
|
if only two such bids can be obtained, the lower of the bid prices of such two bids; or
|
(C)
|
if only one such bid can be obtained, and such bid was obtained from a Qualified Broker/Dealer, such bid; or
|
(iii)
|
if a price or such bid described in clause (i) or (ii) is not available, then the Market Value of an asset will be the lower of (x) the higher of (A) such asset's S&P Recovery Amount and (B) 70% of the notional amount of such asset and (y) the price at which the Collateral Manager reasonably believes such asset could be sold in the market within 30 days, as certified by the Collateral Manager to the Trustee and determined by the Collateral Manager consistent with the manner in which it would determine the market value of an asset for purposes of other funds or accounts managed by it; or
|
(iv)
|
if the Market Value of an asset is not determined in accordance with clause (i), (ii) or (iii) above, then such Market Value shall be deemed to be zero until such determination is made in accordance with clause (i) or (ii) above.
|
(i)
|
the price of such asset has changed during the period from the date on which it was acquired by the Issuer to the proposed sale date by a percentage either at least 0.25% more negative, or at least 0.25% less positive, as the case may be, than the percentage change in the average price of any index specified on the Approved Index List;
|
(ii)
|
the spread over the applicable reference rate for such Collateral Obligation has been increased in accordance with the Underlying Instruments with respect to such Collateral Obligation since the date of acquisition by (a) 0.25% or more (in the case of a loan with a spread (prior to such increase) less than or equal to 2.00%), (b) 0.375% or more (in the case of a loan with a spread (prior to such increase) greater than 2.00% but less than or equal to 4.00%) or (c) 0.50% or more (in the case of a loan with a spread (prior to such increase) greater than 4.00%) due, in each case, to a deterioration in the related borrower's financial ratios or financial results;
|
(iii)
|
such Collateral Obligation has a projected cash flow interest coverage ratio (earnings before interest and taxes divided by cash interest expense as estimated by the Collateral Manager) of the underlying borrower or other obligor of such Collateral Obligation of less than 1.00 or that is expected to be less than 0.85 times the current year's projected cash flow interest coverage ratio; or
|
(iv)
|
with respect to Fixed Rate Obligations, an increase since the date of purchase of more than 7.5% in the difference between the yield on such Collateral Obligation and the yield on the relevant United States Treasury security.
|
(a)
|
a default as to the payment of principal and/or interest has occurred and is continuing with respect to such Collateral Obligation (without regard to any grace period applicable thereto, or waiver or forbearance thereof, after the passage of five Business Days or seven calendar days, whichever is greater, but in no case beyond the passage of any grace period applicable thereto);
|
(b)
|
the Collateral Manager has received written notice or has actual knowledge that a default as to the payment of principal and/or interest has occurred and is continuing on another debt obligation of the same issuer which is senior or
pari passu
in right of payment to such Collateral Obligation (without regard to any grace period applicable thereto, or waiver or forbearance thereof, after the passage (in the case of a default that in the Collateral Manager's judgment, as certified to the Trustee and the Collateral Administrator in writing, is not due to credit-related causes) of five Business Days or seven calendar days, whichever is greater, but in no case beyond the passage of any grace period applicable thereto;
provided
that both the Collateral Obligation and such other debt obligation are full recourse obligations of the applicable issuer or secured by the same collateral);
|
(c)
|
the issuer or others have instituted proceedings to have the issuer adjudicated as bankrupt or insolvent or placed into receivership and such proceedings have not been stayed or dismissed or such issuer has filed for protection under Chapter 11 of the Bankruptcy Law;
|
(d)
|
such Collateral Obligation has a Specified Rating or had such Specified Rating before such rating was withdrawn;
|
(e)
|
such Collateral Obligation is
pari passu
or subordinate in right of payment as to the payment of principal and/or interest to another debt obligation of the same issuer which has a Specified Rating or had such Specified Rating before such Specified Rating was withdrawn;
provided
that both the Collateral Obligation and such other debt obligation are full recourse obligations of the applicable issuer or secured by the same collateral;
|
(f)
|
a default with respect to which the Collateral Manager has received notice or an Officer of the Collateral Manager has actual knowledge that a default has occurred under the Underlying Instruments and any applicable grace period has expired and the holders of such Collateral Obligation have accelerated the repayment of the Collateral Obligation (but only until such acceleration has been rescinded) in the manner provided in the Underlying Instrument;
|
(g)
|
the Collateral Manager has in its reasonable commercial judgment otherwise declared such debt obligation to be a "Defaulted Obligation"
so long as the Collateral Manager has not rescinded such declaration;
|
(h)
|
such Collateral Obligation is a Participation Interest with respect to which the Selling Institution has defaulted in any respect in the performance of any of its payment obligations under the Participation Interest (except to the extent such defaults were cured within the applicable grace period under the Underlying Instruments of the Obligor thereon); or
|
(i)
|
such Collateral Obligation is a Participation Interest in a loan that would, if such loan were a Collateral Obligation, constitute a "Defaulted Obligation" or with respect to which the Selling Institution has a Specified Rating or had such Specified Rating before such Specified Rating was withdrawn;
|
(i)
|
in the case of each Certificated Security (other than a Clearing Corporation Security), Instrument and Participation Interest in which the underlying loan is represented by an Instrument,
|
(a)
|
causing the delivery of such Certificated Security or Instrument to the Custodian by registering the same in the name of the Custodian or its affiliated nominee or by endorsing the same to the Custodian or in blank;
|
(b)
|
causing the Custodian to indicate continuously on its books and records that such Certificated Security or Instrument is credited to the applicable Account; and
|
(c)
|
causing the Custodian to maintain continuous possession of such Certificated Security or Instrument;
|
(ii)
|
in the case of each Uncertificated Security (other than a Clearing Corporation Security),
|
(a)
|
causing such Uncertificated Security to be continuously registered on the books of the issuer thereof to the Custodian; and
|
(b)
|
causing the Custodian to indicate continuously on its books and records that such Uncertificated Security is credited to the applicable Account;
|
(iii)
|
in the case of each Clearing Corporation Security,
|
(a)
|
causing the relevant Clearing Corporation to credit such Clearing Corporation Security to the securities account of the Custodian, and
|
(b)
|
causing the Custodian to indicate continuously on its books and records that such Clearing Corporation Security is credited to the applicable Account;
|
(iv)
|
in the case of each security issued or guaranteed by the United States of America or agency or instrumentality thereof and that is maintained in book-entry records of a Federal Reserve Bank ("
FRB
") (each such security, a "
Government Security
"),
|
(a)
|
causing the creation of a Security Entitlement to such Government Security by the credit of such Government Security to the securities account of the Custodian at such FRB, and
|
(b)
|
causing the Custodian to indicate continuously on its books and records that such Government Security is credited to the applicable Account;
|
(v)
|
in the case of each Security Entitlement not governed by clauses (i) through (iv) above,
|
(a)
|
causing a Securities Intermediary (x) to indicate on its books and records that the underlying Financial Asset has been credited to the Custodian's securities account, (y) to receive a Financial Asset from a Securities Intermediary or acquiring the underlying Financial Asset for a Securities Intermediary, and in either case, accepting it for credit to the Custodian's securities account or (z) to become obligated under other law, regulation or rule to credit the underlying Financial Asset to a Securities Intermediary's securities account,
|
(b)
|
causing such Securities Intermediary to make entries on its books and records continuously identifying such Security Entitlement as belonging to the Custodian and continuously indicating on its books and records that such Security Entitlement is credited to the Custodian's securities account, and
|
(c)
|
causing the Custodian to indicate continuously on its books and records that such Security Entitlement (or all rights and property of the Custodian representing such Security Entitlement) is credited to the applicable Account;
|
(vi)
|
in the case of Cash or Money,
|
(a)
|
causing the delivery of such Cash or Money to the Trustee for credit to the applicable Account or to the Custodian,
|
(b)
|
if delivered to the Custodian, causing the Custodian to deposit such Cash or Money to a deposit account over which the Custodian has control (within the meaning of Section 9-104 of the UCC), and
|
(c)
|
causing the Custodian to indicate continuously on its books and records that such Cash or Money is credited to the applicable Account; and
|
(vii)
|
in the case of each general intangible (including any Participation Interest in which neither the Participation Interest nor the underlying loan is represented by an Instrument),
|
(a)
|
causing the filing of a Financing Statement in the office of the Recorder of Deeds of the District of Columbia, Washington, D.C., and
|
(b)
|
causing the registration of the security granted under this Indenture in the Register of Mortgages of the Issuer at the Issuer's registered office in the Cayman Islands.
|
(a)
|
except as provided in clause (b) or (c) below, its country of organization;
|
(b)
|
if it is organized in a Tax Jurisdiction, each of such jurisdiction and the country in which, in the Collateral Manager's good faith estimate, a substantial portion of its operations are located or from which a substantial portion of its revenue is derived, in each case directly or through subsidiaries (which shall be any jurisdiction and country known at the time of designation by the Collateral Manager to be the source of the majority of revenues, if any, of such issuer or obligor); or
|
(c)
|
if its payment obligations in respect of such Collateral Obligation are guaranteed by a person or entity that is organized in the United States, then the United States.
|
(i)
|
direct Registered obligations of, and Registered obligations the timely payment of principal and interest on which is fully and expressly guaranteed by, the United States of America or any agency or instrumentality of the United States of America the obligations of which are expressly backed by the full faith and credit of the United States of America;
provided
that such obligations have the Eligible Investment Required Ratings;
|
(ii)
|
demand and time deposits in, certificates of deposit of, trust accounts with, bankers' acceptances issued by, or federal funds sold by any depository institution or trust company incorporated under the laws of the United States of America (including the Bank) or any state thereof and subject to supervision and examination by federal and/or state banking authorities, in each case payable within 183 days after issuance, so long as (A) the commercial paper and/or the debt obligations of such depository institution or trust company, at the time of such investment or contractual commitment providing for such investment, have the Eligible Investment Required Ratings or (B) in the case of the principal depository institution in a holding company system, the commercial paper or debt obligations of such holding company, at the time of such investment or contractual commitment providing for such investment, have the Eligible Investment Required Ratings;
|
(iii)
|
commercial paper or other short-term obligations (other than Asset-backed Commercial Paper) with the Eligible Investment Required Ratings and that either bear interest or are sold at a discount from the face amount thereof and have a maturity of not more than 183 days from their date of issuance; and
|
(iv)
|
money market funds domiciled in the United States registered under the Investment Company Act or registered money market funds domiciled outside of the United States that have, at all times, the applicable Specified Ratings;
|
(i)
|
all payments of interest and delayed compensation (representing compensation for delayed settlement) received in Cash by the Issuer during the related Collection Period on the Collateral Obligations and Eligible Investments, including the accrued interest received in connection with a sale thereof during the related Collection Period, less any such amount that represents Principal Financed Accrued Interest;
|
(ii)
|
all principal and interest payments received by the Issuer during the related Collection Period on Eligible Investments purchased with Interest Proceeds;
|
(iii)
|
all amendment and waiver fees, late payment fees, ticking fees and other fees received by the Issuer during the related Collection Period, except for those in connection with (a) the lengthening of the maturity of the related Collateral Obligation if the Maturity Amendment Weighted Average Life Test is not satisfied immediately following such lengthening or (b) the reduction of the par of the related Collateral Obligation, as determined by the Collateral Manager with notice to the Trustee and the Collateral Administrator;
|
(iv)
|
commitment fees and other similar fees received by the Issuer during such Collection Period in respect of Revolving Collateral Obligations and Delayed Drawdown Collateral Obligations;
|
(v)
|
any amounts deposited in the Collection Account from the Expense Reserve Account or the Permitted Use Account that are designated as Interest Proceeds, in each case in the sole discretion of the Collateral Manager pursuant to this Indenture in respect of the related Determination Date;
|
(vi)
|
any funds deposited in the Interest Collection Subaccount on the Closing Date;
|
(vii)
|
any Current Deferred Servicing Fees that are designated as Interest Proceeds in the sole discretion of the Collateral Manager; and
|
(viii)
|
any payment received with respect to any Hedge Agreement other than (a) an upfront payment received upon entering into such Hedge Agreement or (b) a payment received as a result of the termination of any Hedge Agreement (net of any amounts due and payable by the Issuer to the related Hedge Counterparty in connection with such termination) to the extent not used by the Issuer to enter into a new or replacement Hedge Agreement;
|
(i)
|
Notes theretofore canceled by the Registrar or delivered to the Registrar for cancellation in accordance with the terms of
Section 2.9
or registered in the Register on the date the Trustee provides notice to the Holders of the Notes in accordance with the terms hereof that this Indenture has been discharged;
|
(ii)
|
Notes or portions thereof for whose payment or redemption funds in the necessary amount have been theretofore irrevocably deposited with the Trustee or any Paying Agent in trust for the Holders of such Notes pursuant to
Section 4.1(a)(ii)
;
provided
that if such Notes or portions thereof are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made;
|
(iii)
|
Notes in exchange for or in lieu of which other Notes have been authenticated and delivered pursuant to this Indenture, unless proof satisfactory to the Trustee is presented that any such Notes are held by a "protected purchaser" (within the meaning of Section 8‑303 of the UCC); and
|
(iv)
|
Notes alleged to have been mutilated, destroyed, lost or stolen for which replacement Notes have been issued as provided in
Section 2.6
;
|
Defined Term
|
S&P
|
Fitch
|
Defaulted Obligation
|
S&P Rating of "SD" or "CC" or lower
|
N/A
|
DIP Collateral Obligation
|
N/A
|
N/A
|
Eligible Investment Required Ratings
|
N/A
|
(i) In the case of obligations having up to a thirty day maturity at the time of such investment or the contractual commitment providing for such investment, a long-term credit rating of "A" or better by Fitch or a short-term credit rating of "F1" or better by Fitch and (ii) in the case of obligations not subject to clause (i) above, a short-term credit rating of "F1+" by Fitch (or, if no short-term rating exists, a long-term rating of "AA-" or better by Fitch)
|
Eligible Investment (clause (iv))
|
"AAAm"
|
"AAAmmf" (or, in the absence of a credit rating from Fitch, a credit rating of "Aaa-mf" (and not on credit watch with negative implications) by Moody's)
|
Non-Emerging Market Obligor
|
Foreign currency issuer credit rating of at least "AA"
|
N/A
|
17g-5 Information Agent
|
2
|
|
Bankruptcy Law
|
6
|
17g-5 Information Agent's Website
|
2
|
|
Bankruptcy Subordination Agreement
|
6, 68
|
25% Limitation
|
2
|
|
Base Indenture
|
1
|
Acceleration Waterfall
|
19
|
|
Base Rate Amendment
|
6, 105
|
Account
|
2
|
|
Benefit Plan Investor
|
6
|
Accountants' Report
|
3
|
|
Board of Directors
|
6
|
Accredited Investor
|
3
|
|
Board Resolution
|
6
|
Act
|
3
|
|
Bond
|
7
|
Act of Holders
|
3
|
|
Bridge Loan
|
7
|
Adjusted Collateral Principal Amount
|
14
|
|
Business Day
|
7
|
Administration Agreement
|
3
|
|
Caa Collateral Obligation
|
1
|
Administrative Expense Cap
|
3
|
|
Calculation Agent
|
1, 7, 94
|
Administrative Expenses
|
3
|
|
Cash
|
7
|
Administrator
|
1, 4
|
|
Cayman AML Regulations
|
7
|
Affected Class
|
4
|
|
Cayman FATCA Legislation
|
7
|
Affiliate
|
4
|
|
CCC Collateral Obligation
|
1
|
Affiliated Transferors
|
5
|
|
CCC/Caa Collateral Obligations
|
7
|
Agent Members
|
5
|
|
Certificate of Authentication
|
7, 38
|
Aggregate Outstanding Amount
|
5
|
|
Certificated Notes
|
7, 39
|
Aggregate Principal Balance
|
5
|
|
Certificated Secured Note
|
7, 39
|
Alternate Base Rate
|
5, 105
|
|
Certificated Security
|
7
|
Alternative Method
|
5
|
|
Certificated Subordinated Note
|
7, 39
|
AML Compliance
|
5
|
|
CFR
|
1
|
AML Services Agreement
|
5
|
|
CFTC
|
7
|
AML Services Provider
|
1, 5
|
|
Class
|
7
|
Applicable Issuer
|
5
|
|
Class A Notes
|
2
|
Applicable Issuers
|
5
|
|
Class A-1 Notes
|
2
|
Applicable Rating Agencies
|
2
|
|
Class A-2 Notes
|
2
|
Approved Index List
|
5
|
|
Clearing Agency
|
8
|
ARRC
|
14
|
|
Clearing Corporation
|
8
|
ARRC Modifier
|
5
|
|
Clearing Corporation Security
|
8
|
Asset-backed Commercial Paper
|
5
|
|
Clearstream
|
8
|
Assets
|
1, 5
|
|
Closing Date
|
3
|
Assigned Moody's Rating
|
1
|
|
Closing Date Par Amount
|
8
|
Assumed Reinvestment Rate
|
5
|
|
Closing Date Participation Interests
|
8
|
Authenticating Agent
|
5
|
|
Code
|
8
|
Authorized Officer
|
6
|
|
Co-Issuer
|
1, 8
|
Average Life
|
6
|
|
Co-Issuers
|
1, 8
|
Balance
|
6
|
|
Collateral Administration Agreement
|
8
|
Bank
|
1
|
|
Collateral Administrator
|
1, 8
|
Collateral Interest Amount
|
8
|
|
Dodd-Frank Act
|
15
|
Collateral Management Agreement
|
9
|
|
Dollar
|
15
|
Collateral Manager
|
1, 9
|
|
Domicile
|
15
|
Collateral Manager Notes
|
9
|
|
Domiciled
|
15
|
Collateral Obligations
|
8
|
|
DTC
|
15
|
Collateral Principal Amount
|
9
|
|
Due Date
|
15
|
Collection Account
|
9, 113
|
|
Eligibility Criteria
|
8
|
Collection Period
|
3
|
|
Eligible Assets
|
10
|
Contribution
|
7, 9
|
|
Eligible Investment Required Ratings
|
15
|
Contributor
|
7, 9
|
|
Eligible Investments
|
16
|
Controlling Class
|
5
|
|
Enforcement Event
|
18
|
Controlling Person
|
9
|
|
Equity Security
|
17
|
Corporate Trust Office
|
2
|
|
ERISA
|
17
|
Counterparty Criteria
|
10
|
|
Euroclear
|
17
|
Coverage Tests
|
14, 9
|
|
Event of Default
|
17, 62
|
Covered Audit Adjustment
|
9
|
|
Event of Default Ratio
|
16
|
Cov-Lite Loan
|
9
|
|
Event of Default Test
|
16
|
Credit Risk Criteria
|
10
|
|
Event of Default Trigger
|
16
|
Credit Risk Obligation
|
10
|
|
Event of Default Voting Holders
|
5
|
CRS
|
10
|
|
Excepted Property
|
1, 17
|
Cumulative Deferred Senior Servicing Fee
|
10
|
|
Excess Triple-C Adjustment Amount
|
14
|
Cumulative Deferred Subordinated Servicing Fee
|
10
|
|
Excess Triple-C Amount
|
15
|
Current Deferred Senior Servicing Fee
|
10
|
|
Exchange Act
|
17
|
Current Deferred Servicing Fee
|
10
|
|
Expense Reserve Account
|
17, 115
|
Current Deferred Subordinated Servicing Fee
|
10
|
|
FATCA
|
17
|
Current Pay Obligation
|
10
|
|
Federal Reserve Board
|
17
|
Custodial Account
|
11, 115
|
|
Fee Basis Amount
|
17
|
Custodian
|
11, 59
|
|
Financial Asset
|
17
|
Default
|
11
|
|
Financing Statements
|
17
|
Defaulted Collateral Value
|
14
|
|
First-Lien Last-Out Loan
|
17
|
Defaulted Obligation
|
11
|
|
Fitch
|
17
|
Deferrable Obligation
|
12
|
|
Fitch Eligible Counterparty Ratings
|
18
|
Deferring Obligation
|
12
|
|
Fixed Rate Obligation
|
18
|
Delayed Drawdown Collateral Obligation
|
12
|
|
Floating Rate Notes
|
18
|
Deliver
|
12
|
|
Floating Rate Obligation
|
18
|
Delivered
|
12
|
|
FRB
|
13
|
Delivery
|
12
|
|
GAAP
|
18, 76
|
Designated Reference Rate
|
14
|
|
Global Note
|
18
|
Determination Date
|
3
|
|
Global Secured Note
|
18
|
DIP Collateral Obligation
|
14
|
|
Government Security
|
13
|
Discount Obligation
|
15
|
|
Grant
|
18
|
Distribution Report
|
15
|
|
Granted
|
18
|
Diversity Score
|
15
|
|
Group I Country
|
18
|
Group II Country
|
18
|
|
Long-Dated Obligation
|
22
|
Group III Country
|
18
|
|
LSTA
|
14
|
Hedge Agreement
|
18
|
|
LSTA Modifier
|
22
|
Hedge Counterparty
|
18
|
|
Maintenance Covenant
|
22
|
Hedge Counterparty Collateral Account
|
18, 115
|
|
Majority
|
22
|
Holder
|
19
|
|
Mandatory Redemption
|
22, 108
|
Holder AML Obligations
|
19, 47
|
|
Margin Stock
|
22
|
Holder FATCA Information
|
19
|
|
Market Value
|
15
|
IGA
|
19
|
|
Master Participation Agreement
|
22
|
Incurrence Covenant
|
19
|
|
Maturity
|
23
|
Indenture
|
1, 19
|
|
Maturity Amendment
|
12
|
Independent
|
19
|
|
Maturity Amendment Weighted Average Life Test
|
23
|
Information
|
1
|
|
Measurement Date
|
23
|
Initial Purchaser
|
1
|
|
Memorandum and Articles of Association
|
23
|
Initial Rating
|
19
|
|
Merging Entity
|
23, 92
|
Institutional Accredited Investor
|
19
|
|
Minimum Denominations
|
4
|
Instrument
|
19
|
|
Money
|
23
|
Interest Accrual Period
|
20
|
|
Monthly Report
|
23
|
Interest Collection Subaccount
|
20, 113
|
|
Monthly Report Determination Date
|
23, 1
|
Interest Coverage Ratio
|
15
|
|
Moody's
|
23
|
Interest Coverage Test
|
15
|
|
Moody's Default Probability Rating
|
23, 1
|
Interest Determination Date
|
20
|
|
Moody's Derived Rating
|
23, 2
|
Interest Only Security
|
20
|
|
Moody's Industry Classification
|
23
|
Interest Proceeds
|
20
|
|
Moody's Rating
|
23, 3
|
Interest Rate
|
21
|
|
Moody's Rating Factor
|
4
|
Intermediary
|
21
|
|
Non-Call Period
|
4
|
Investment Advisers Act
|
21
|
|
Non-Emerging Market Obligor
|
23
|
Investment Company Act
|
21
|
|
Non-Foreign Status Certificate
|
55
|
IRS
|
21
|
|
Non-Permitted ERISA Holder
|
23, 53
|
Issuer
|
1, 21
|
|
Non-Permitted Holder
|
23, 52
|
Issuer Order
|
21
|
|
Note
|
2
|
Issuer Request
|
21
|
|
Note Interest Amount
|
24
|
Junior Class
|
21
|
|
Note Payment Sequence
|
19
|
Letter of Credit
|
21
|
|
Noteholder
|
24
|
LIBOR
|
22
|
|
Notes
|
2
|
LIBOR Floor Obligation
|
22
|
|
NRSRO
|
24
|
Loan
|
22
|
|
NRSRO Certification
|
24
|
Loan Sale Agreement
|
22
|
|
Obligor
|
24
|
London Banking Day
|
22
|
|
Offer
|
24, 119
|
Long-Dated Excess Obligation
|
22
|
|
Offering
|
24
|
Offering Circular
|
24
|
|
Proceedings
|
127
|
Officer
|
24
|
|
Process Agent
|
1, 29
|
offshore transaction
|
24
|
|
Purchase Agreement
|
29
|
Opinion of Counsel
|
24
|
|
Qualified Broker/Dealer
|
29
|
Optional Redemption
|
25
|
|
Qualified Institutional Buyer
|
29
|
Order of Priority
|
25
|
|
Qualified Purchaser
|
29
|
Other Plan Law
|
25
|
|
Rating Agency Condition
|
3
|
Outstanding
|
25
|
|
Real Estate Loan
|
29
|
Overcollateralization Ratio
|
16
|
|
Recalcitrant Holder
|
29
|
Overcollateralization Ratio Test
|
16
|
|
Record Date
|
30
|
Pari Passu Class
|
26
|
|
Redemption Date
|
30
|
Partial Redemption Date
|
18
|
|
Redemption Price
|
30
|
Partial Redemption Interest Proceeds
|
26
|
|
Reference Banks
|
30, 1
|
Participation Interest
|
26
|
|
Refinancing
|
6
|
Partner
|
27
|
|
Refinancing Proceeds
|
30
|
Partnership Interest
|
27
|
|
Register
|
30, 41
|
Partnership Representative
|
27
|
|
Registered
|
30
|
Partnership Tax Audit Rules
|
27
|
|
Registered Office Agreement
|
30
|
Party
|
27, 128
|
|
Registrar
|
1, 30, 41
|
Paying Agent
|
1, 27
|
|
Regulation S
|
30
|
Payment Account
|
27
|
|
Regulation S Global Secured Note
|
30, 39
|
Payment Date
|
3
|
|
Related Obligation
|
30
|
PBGC
|
27
|
|
Relevant Governmental Body
|
30
|
Permitted Deferrable Obligation
|
27
|
|
Repack Obligation
|
30
|
Permitted Exchange Security
|
27
|
|
Replacement Benchmark Spread
|
31
|
Permitted Liens
|
27
|
|
Required Hedge Counterparty Rating
|
31
|
Permitted Offer
|
27
|
|
Required Interest Coverage Ratio
|
16
|
Permitted RIC Distributions
|
27
|
|
Required Overcollateralization Ratio
|
16
|
Permitted Use Account
|
28, 116
|
|
Required Redemption Direction
|
5
|
Person
|
28
|
|
Responsible Officer
|
31
|
Principal Balance
|
28
|
|
Responsible Officers
|
1
|
Principal Collection Subaccount
|
28, 113
|
|
Retention Holder
|
1
|
Principal Financed Accrued Interest
|
28
|
|
Retention Holder Subsidiary
|
31
|
Principal Proceeds
|
29
|
|
Revolver Funding Account
|
31, 116
|
Priority Class
|
29
|
|
Revolving Collateral Obligation
|
31
|
Priority of Interest Payments
|
17
|
|
Rule 144A
|
31
|
Priority of Partial Redemption Payments
|
18
|
|
Rule 144A Global Note
|
31
|
Priority of Payments
|
18
|
|
Rule 144A Global Notes
|
39
|
Priority of Principal Payments
|
18
|
|
Rule 144A Global Secured Note
|
31, 39
|
Priority Termination Event
|
29
|
|
Rule 144A Global Subordinated Note
|
31, 39
|
Proceeding
|
29
|
|
Rule 144A Information
|
31, 94
|
Rule 17g-5
|
31, 129
|
|
Synthetic Security
|
34
|
S&P
|
31
|
|
Tax
|
34
|
S&P Collateral Value
|
1
|
|
Tax Event
|
34
|
S&P Industry Classification
|
31
|
|
Tax Jurisdiction
|
35
|
S&P Rating
|
31, 1
|
|
Tax Redemption
|
35, 110
|
S&P Recovery Amount
|
3
|
|
Term Sheet
|
1
|
S&P Recovery Rate
|
3
|
|
Tested Classes
|
16
|
S&P Recovery Rating
|
3
|
|
Third Party Credit Exposure
|
4
|
Sale
|
31, 72
|
|
Third Party Credit Exposure Limits
|
4
|
Sale Proceeds
|
32
|
|
Transaction Documents
|
35
|
Schedule of Collateral Obligations
|
32
|
|
Transaction Parties
|
1
|
Scheduled Distribution
|
32
|
|
Transfer Agent
|
1, 35
|
Second Lien Loan
|
32
|
|
Treasury Regulations
|
35
|
Secured Noteholders
|
32
|
|
Trust Officer
|
35
|
Secured Notes
|
1
|
|
Trustee
|
1, 35
|
Secured Parties
|
1, 32
|
|
Trustee's Website
|
35, 119
|
Securities Account Control Agreement
|
3
|
|
U.S. person
|
36
|
Securities Act
|
32
|
|
U.S. Risk Retention Rules
|
36
|
Securities Intermediary
|
32
|
|
U.S. Tax Person
|
36
|
Securities Lending Agreement
|
32
|
|
U.S.$
|
15
|
Security Entitlement
|
32
|
|
UCC
|
35
|
Selling Institution
|
32
|
|
Uncertificated Security
|
35
|
Senior Secured Loan
|
32
|
|
Underlying Instrument
|
35
|
Senior Servicing Fee
|
4
|
|
Unregistered Securities
|
36, 73
|
Senior Unsecured Loan
|
33
|
|
Unsalable Assets
|
36
|
Servicing Fees
|
4
|
|
Unsecured Loan
|
36
|
Share Trustee
|
1
|
|
Volcker Rule
|
36
|
Similar Law
|
33
|
|
Weighted Average Life
|
36
|
Small Obligor Loan
|
10
|
|
Weighted Average Moody's Rating Factor
|
4
|
Specified Event
|
3
|
|
Zero Coupon Bond
|
36
|
Specified Rating
|
33
|
|
|
|
Sponsor
|
33
|
|
|
|
STAMP
|
34, 41
|
|
|
|
Stated Maturity
|
4
|
|
|
|
Step-Down Obligation
|
34
|
|
|
|
Step-Up Obligation
|
34
|
|
|
|
Structured Finance Obligation
|
34
|
|
|
|
Subordinated Notes
|
2
|
|
|
|
Subordinated Servicing Fee
|
5
|
|
|
|
Successor Entity
|
34, 92
|
|
|
|
Super Senior Revolving Facility
|
34
|
|
|
|
Surrendered Notes
|
34, 51
|
|
|
|
CORP - Aerospace & Defense
|
1
|
CORP - Automotive
|
2
|
CORP - Banking, Finance, Insurance & Real Estate
|
3
|
CORP - Beverage, Food & Tobacco
|
4
|
CORP - Capital Equipment
|
5
|
CORP - Chemicals, Plastics, & Rubber
|
6
|
CORP - Construction & Building
|
7
|
CORP - Consumer goods: Durable
|
8
|
CORP - Consumer goods: Non-durable
|
9
|
CORP - Containers, Packaging & Glass
|
10
|
CORP - Energy: Electricity
|
11
|
CORP - Energy: Oil & Gas
|
12
|
CORP - Environmental Industries
|
13
|
CORP - Forest Products & Paper
|
14
|
CORP - Healthcare & Pharmaceuticals
|
15
|
CORP - High Tech Industries
|
16
|
CORP - Hotel, Gaming & Leisure
|
17
|
CORP - Media: Advertising, Printing & Publishing
|
18
|
CORP - Media: Broadcasting & Subscription
|
19
|
CORP - Media: Diversified & Production
|
20
|
CORP - Metals & Mining
|
21
|
CORP - Retail
|
22
|
CORP - Services: Business
|
23
|
CORP - Services: Consumer
|
24
|
CORP - Sovereign & Public Finance
|
25
|
CORP - Telecommunications
|
26
|
CORP - Transportation: Cargo
|
27
|
CORP - Transportation: Consumer
|
28
|
CORP - Utilities: Electric
|
29
|
CORP - Utilities: Oil & Gas
|
30
|
CORP - Utilities: Water
|
31
|
CORP - Wholesale
|
32
|
Asset Type
Code |
Asset Type
Description |
1020000
|
Energy Equipment & Services
|
1030000
|
Oil, Gas & Consumable Fuels
|
2020000
|
Chemicals
|
2030000
|
Construction Materials
|
2040000
|
Containers & Packaging
|
2050000
|
Metals & Mining
|
2060000
|
Paper & Forest Products
|
3020000
|
Aerospace & Defense
|
3030000
|
Building Products
|
3040000
|
Construction & Engineering
|
3050000
|
Electrical Equipment
|
3060000
|
Industrial Conglomerates
|
3070000
|
Machinery
|
3080000
|
Trading Companies & Distributors
|
3110000
|
Commercial Services & Supplies
|
3210000
|
Air Freight & Logistics
|
3220000
|
Airlines
|
3230000
|
Marine
|
3240000
|
Road & Rail
|
3250000
|
Transportation Infrastructure
|
4011000
|
Auto Components
|
4020000
|
Automobiles
|
4110000
|
Household Durables
|
4120000
|
Leisure Products
|
4130000
|
Textiles, Apparel & Luxury Goods
|
4210000
|
Hotels, Restaurants & Leisure
|
4300001
|
Entertainment
|
4300002
|
Interactive Media and Services
|
4310000
|
Media
|
4410000
|
Distributors
|
4420000
|
Internet and Catalog Retail
|
4430000
|
Multiline Retail
|
4440000
|
Specialty Retail
|
5020000
|
Food & Staples Retailing
|
5110000
|
Beverages
|
5120000
|
Food Products
|
5130000
|
Tobacco
|
5210000
|
Household Products
|
5220000
|
Personal Products
|
6020000
|
Health Care Equipment & Supplies
|
6030000
|
Health Care Providers & Services
|
6110000
|
Biotechnology
|
6120000
|
Pharmaceuticals
|
7011000
|
Banks
|
7020000
|
Thrifts & Mortgage Finance
|
7110000
|
Diversified Financial Services
|
7120000
|
Consumer Finance
|
7130000
|
Capital Markets
|
Asset Type
Code |
Asset Type
Description |
7210000
|
Insurance
|
7310000
|
Real Estate Management & Development
|
7311000
|
Real Estate Investment Trusts (REITs)
|
8030000
|
IT Services
|
8040000
|
Software
|
8110000
|
Communications Equipment
|
8120000
|
Technology Hardware, Storage & Peripherals
|
8130000
|
Electronic Equipment, Instruments & Components
|
8210000
|
Semiconductors & Semiconductor Equipment
|
9020000
|
Diversified Telecommunication Services
|
9030000
|
Wireless Telecommunication Services
|
9520000
|
Electric Utilities
|
9530000
|
Gas Utilities
|
9540000
|
Multi-Utilities
|
9550000
|
Water Utilities
|
9551701
|
Diversified Consumer Services
|
9551702
|
Independent Power and Renewable Electricity Producers
|
9551727
|
Life Sciences Tools & Services
|
9551729
|
Health Care Technology
|
9612010
|
Professional Services
|
PF1
|
Project Finance: Industrial Equipment
|
PF2
|
Project Finance: Leisure and Gaming
|
PF3
|
Project Finance: Natural Resources and Mining
|
PF4
|
Project Finance: Oil and Gas
|
PF5
|
Project Finance: Power
|
PF6
|
Project Finance: Public Finance and Real Estate
|
PF7
|
Project Finance: Telecommunications
|
PF8
|
Project Finance: Transport
|
(a)
|
An "
Issuer Par Amount
" is calculated for each issuer of a Collateral Obligation, and is equal to the Aggregate Principal Balance of all Collateral Obligations issued by that issuer and all affiliates.
|
(b)
|
An "
Average Par Amount
" is calculated by summing the Issuer Par Amounts for all issuers, and dividing by the number of issuers.
|
(c)
|
An "
Equivalent Unit Score
" is calculated for each issuer, and is equal to the lesser of (x) one and (y) the Issuer Par Amount for such issuer divided by the Average Par Amount.
|
(d)
|
An "
Aggregate Industry Equivalent Unit Score
" is then calculated for each of the Moody's industry classification groups, shown on
Schedule 2
, and is equal to the sum of the Equivalent Unit Scores for each issuer in such industry classification group.
|
(e)
|
An "
Industry Diversity Score
" is then established for each Moody's industry classification group, shown on
Schedule 2
, by reference to the following table for the related Aggregate Industry Equivalent Unit Score;
provided
that if any Aggregate Industry Equivalent Unit Score falls between any two such scores, the applicable Industry Diversity Score will be the lower of the two Industry Diversity Scores:
|
Aggregate
|
|
Aggregate
|
|
Aggregate
|
|
Aggregate
|
|
Industry
|
Industry
|
Industry
|
Industry
|
Industry
|
Industry
|
Industry
|
Industry
|
Equivalent
|
Diversity
|
Equivalent
|
Diversity
|
Equivalent
|
Diversity
|
Equivalent
|
Diversity
|
Unit Score
|
Score
|
Unit Score
|
Score
|
Unit Score
|
Score
|
Unit Score
|
Score
|
|
|
|
|
|
|
|
|
0.0000
|
0.0000
|
5.0500
|
2.7000
|
10.1500
|
4.0200
|
15.2500
|
4.5300
|
0.0500
|
0.1000
|
5.1500
|
2.7333
|
10.2500
|
4.0300
|
15.3500
|
4.5400
|
0.1500
|
0.2000
|
5.2500
|
2.7667
|
10.3500
|
4.0400
|
15.4500
|
4.5500
|
0.2500
|
0.3000
|
5.3500
|
2.8000
|
10.4500
|
4.0500
|
15.5500
|
4.5600
|
0.3500
|
0.4000
|
5.4500
|
2.8333
|
10.5500
|
4.0600
|
15.6500
|
4.5700
|
0.4500
|
0.5000
|
5.5500
|
2.8667
|
10.6500
|
4.0700
|
15.7500
|
4.5800
|
0.5500
|
0.6000
|
5.6500
|
2.9000
|
10.7500
|
4.0800
|
15.8500
|
4.5900
|
0.6500
|
0.7000
|
5.7500
|
2.9333
|
10.8500
|
4.0900
|
15.9500
|
4.6000
|
0.7500
|
0.8000
|
5.8500
|
2.9667
|
10.9500
|
4.1000
|
16.0500
|
4.6100
|
0.8500
|
0.9000
|
5.9500
|
3.0000
|
11.0500
|
4.1100
|
16.1500
|
4.6200
|
0.9500
|
1.0000
|
6.0500
|
3.0250
|
11.1500
|
4.1200
|
16.2500
|
4.6300
|
1.0500
|
1.0500
|
6.1500
|
3.0500
|
11.2500
|
4.1300
|
16.3500
|
4.6400
|
1.1500
|
1.1000
|
6.2500
|
3.0750
|
11.3500
|
4.1400
|
16.4500
|
4.6500
|
1.2500
|
1.1500
|
6.3500
|
3.1000
|
11.4500
|
4.1500
|
16.5500
|
4.6600
|
1.3500
|
1.2000
|
6.4500
|
3.1250
|
11.5500
|
4.1600
|
16.6500
|
4.6700
|
1.4500
|
1.2500
|
6.5500
|
3.1500
|
11.6500
|
4.1700
|
16.7500
|
4.6800
|
1.5500
|
1.3000
|
6.6500
|
3.1750
|
11.7500
|
4.1800
|
16.8500
|
4.6900
|
1.6500
|
1.3500
|
6.7500
|
3.2000
|
11.8500
|
4.1900
|
16.9500
|
4.7000
|
Aggregate
|
|
Aggregate
|
|
Aggregate
|
|
Aggregate
|
|
Industry
|
Industry
|
Industry
|
Industry
|
Industry
|
Industry
|
Industry
|
Industry
|
Equivalent
|
Diversity
|
Equivalent
|
Diversity
|
Equivalent
|
Diversity
|
Equivalent
|
Diversity
|
Unit Score
|
Score
|
Unit Score
|
Score
|
Unit Score
|
Score
|
Unit Score
|
Score
|
1.7500
|
1.4000
|
6.8500
|
3.2250
|
11.9500
|
4.2000
|
17.0500
|
4.7100
|
1.8500
|
1.4500
|
6.9500
|
3.2500
|
12.0500
|
4.2100
|
17.1500
|
4.7200
|
1.9500
|
1.5000
|
7.0500
|
3.2750
|
12.1500
|
4.2200
|
17.2500
|
4.7300
|
2.0500
|
1.5500
|
7.1500
|
3.3000
|
12.2500
|
4.2300
|
17.3500
|
4.7400
|
2.1500
|
1.6000
|
7.2500
|
3.3250
|
12.3500
|
4.2400
|
17.4500
|
4.7500
|
2.2500
|
1.6500
|
7.3500
|
3.3500
|
12.4500
|
4.2500
|
17.5500
|
4.7600
|
2.3500
|
1.7000
|
7.4500
|
3.3750
|
12.5500
|
4.2600
|
17.6500
|
4.7700
|
2.4500
|
1.7500
|
7.5500
|
3.4000
|
12.6500
|
4.2700
|
17.7500
|
4.7800
|
2.5500
|
1.8000
|
7.6500
|
3.4250
|
12.7500
|
4.2800
|
17.8500
|
4.7900
|
2.6500
|
1.8500
|
7.7500
|
3.4500
|
12.8500
|
4.2900
|
17.9500
|
4.8000
|
2.7500
|
1.9000
|
7.8500
|
3.4750
|
12.9500
|
4.3000
|
18.0500
|
4.8100
|
2.8500
|
1.9500
|
7.9500
|
3.5000
|
13.0500
|
4.3100
|
18.1500
|
4.8200
|
2.9500
|
2.0000
|
8.0500
|
3.5250
|
13.1500
|
4.3200
|
18.2500
|
4.8300
|
3.0500
|
2.0333
|
8.1500
|
3.5500
|
13.2500
|
4.3300
|
18.3500
|
4.8400
|
3.1500
|
2.0667
|
8.2500
|
3.5750
|
13.3500
|
4.3400
|
18.4500
|
4.8500
|
3.2500
|
2.1000
|
8.3500
|
3.6000
|
13.4500
|
4.3500
|
18.5500
|
4.8600
|
3.3500
|
2.1333
|
8.4500
|
3.6250
|
13.5500
|
4.3600
|
18.6500
|
4.8700
|
3.4500
|
2.1667
|
8.5500
|
3.6500
|
13.6500
|
4.3700
|
18.7500
|
4.8800
|
3.5500
|
2.2000
|
8.6500
|
3.6750
|
13.7500
|
4.3800
|
18.8500
|
4.8900
|
3.6500
|
2.2333
|
8.7500
|
3.7000
|
13.8500
|
4.3900
|
18.9500
|
4.9000
|
3.7500
|
2.2667
|
8.8500
|
3.7250
|
13.9500
|
4.4000
|
19.0500
|
4.9100
|
3.8500
|
2.3000
|
8.9500
|
3.7500
|
14.0500
|
4.4100
|
19.1500
|
4.9200
|
3.9500
|
2.3333
|
9.0500
|
3.7750
|
14.1500
|
4.4200
|
19.2500
|
4.9300
|
4.0500
|
2.3667
|
9.1500
|
3.8000
|
14.2500
|
4.4300
|
19.3500
|
4.9400
|
4.1500
|
2.4000
|
9.2500
|
3.8250
|
14.3500
|
4.4400
|
19.4500
|
4.9500
|
4.2500
|
2.4333
|
9.3500
|
3.8500
|
14.4500
|
4.4500
|
19.5500
|
4.9600
|
4.3500
|
2.4667
|
9.4500
|
3.8750
|
14.5500
|
4.4600
|
19.6500
|
4.9700
|
4.4500
|
2.5000
|
9.5500
|
3.9000
|
14.6500
|
4.4700
|
19.7500
|
4.9800
|
4.5500
|
2.5333
|
9.6500
|
3.9250
|
14.7500
|
4.4800
|
19.8500
|
4.9900
|
4.6500
|
2.5667
|
9.7500
|
3.9500
|
14.8500
|
4.4900
|
19.9500
|
5.0000
|
4.7500
|
2.6000
|
9.8500
|
3.9750
|
14.9500
|
4.5000
|
|
|
4.8500
|
2.6333
|
9.9500
|
4.0000
|
15.0500
|
4.5100
|
|
|
4.9500
|
2.6667
|
10.0500
|
4.0100
|
15.1500
|
4.5200
|
|
|
(f)
|
The Diversity Score is then calculated by summing each of the Industry Diversity Scores for each Moody's industry classification group shown on
Schedule 2
.
|
(g)
|
For purposes of calculating the Diversity Score, affiliated issuers in the same industry are deemed to be a single issuer except as otherwise agreed to by Moody's.
|
(a)
|
With respect to any DIP Collateral Obligation, the Moody's Default Probability Rating of such Collateral Obligation shall be the rating which is one subcategory below the facility rating (whether public or private) of such DIP Collateral Obligation rated by Moody's.
|
(b)
|
If not determined pursuant to clause (a) above, then by using any one of the methods provided below:
|
(A)
|
pursuant to the table below:
|
Type of Collateral Obligation
|
S&P Rating (Public and Monitored)
|
Collateral Obligation Rated by S&P
|
Number of Subcategories Relative to Moody's Equivalent of S&P Rating
|
Not Structured Finance Obligation
|
≥ "BBB-"
|
Not a Loan or Participation Interest in Loan
|
‑1
|
Not Structured Finance Obligation
|
≤" BB+"
|
Not a Loan or Participation Interest in Loan
|
‑2
|
Not Structured Finance Obligation
|
|
Loan or Participation Interest in Loan
|
‑2
|
(B)
|
in the event that the Collateral Obligation does not have an S&P rating, but another security or obligation of the obligor is publicly rated by S&P:
|
Obligation Category of Rated Obligation
|
Number of Subcategories Relative to Rated Obligation Rating
|
Senior secured obligation
|
‑1
|
Unsecured obligation
|
0
|
Subordinated obligation
|
+1
|
(C)
|
if such Collateral Obligation is a DIP Collateral Obligation, no Moody's Derived Rating may be determined based on a rating by S&P or any other rating agency;
|
(c)
|
If not determined pursuant to clauses (a) or (b) above and such Collateral Obligation is not rated by Moody's or S&P and no other security or obligation of the issuer of such Collateral Obligation is rated by Moody's or S&P, and if Moody's has been requested by the Issuer, the Collateral Manager or the issuer of such Collateral Obligation to assign a rating or rating estimate with respect to such Collateral Obligation but such rating or rating estimate has not been received, pending receipt of such estimate, the Moody's Derived Rating of such Collateral Obligation for purposes of the definitions of Moody's Rating or Moody's Default Probability Rating shall be (i) "B3" if the Collateral Manager certifies to the Trustee and the Collateral Administrator that the Collateral Manager believes that such estimate shall be at least "B3" and if the Aggregate Principal Balance of Collateral Obligations determined pursuant to this clause (c)(i) and clause (a) above does not exceed 5% of the Collateral Principal Amount or (ii) otherwise, "Caa1."
|
(A)
|
if such Collateral Obligation has an Assigned Moody's Rating, then such Assigned Moody's Rating;
|
(B)
|
if such Collateral Obligation does not have an Assigned Moody's Rating but the obligor of such Collateral Obligation has a CFR, then the Moody's rating that is one subcategory higher than such CFR;
|
(C)
|
if neither clause (A) nor (B) above apply, if such Collateral Obligation does not have an Assigned Moody's Rating but the obligor of such Collateral Obligation has one or more senior unsecured obligations with an Assigned Moody's Rating, then the Moody's rating that is two subcategories higher than the Assigned Moody's Rating on any such obligation as selected by the Collateral Manager in its sole discretion;
|
(D)
|
if none of clauses (A) through (C) above apply, at the election of the Collateral Manager, the Moody's Derived Rating; and
|
(E)
|
if none of clauses (A) through (D) above apply, "Caa3"; and
|
(A)
|
if such Collateral Obligation has an Assigned Moody's Rating, such Assigned Moody's Rating;
|
(B)
|
if such Collateral Obligation does not have an Assigned Moody's Rating but the obligor of such Collateral Obligation has one or more senior unsecured obligations with an Assigned Moody's Rating, then the Assigned Moody's Rating on any such obligation as selected by the Collateral Manager in its sole discretion;
|
(C)
|
if neither clause (A) nor (B) above apply, if such Collateral Obligation does not have an Assigned Moody's Rating but the obligor of such Collateral Obligation has a CFR, then the Moody's rating that is one subcategory lower than such CFR;
|
(D)
|
if none of clauses (A), (B) or (C) above apply, if such Collateral Obligation does not have an Assigned Moody's Rating but the obligor of such Collateral Obligation has one or more subordinated debt obligations with an Assigned Moody's Rating, then the Moody's rating that is one subcategory higher than the Assigned Moody's Rating on any such obligation as selected by the Collateral Manager in its sole discretion;
|
(E)
|
if none of clauses (A) through (D) above apply, at the election of the Collateral Manager, the Moody's Derived Rating; and
|
(F)
|
if none of clauses (A) through (E) above apply, "Caa3."
|
Moody's Default Probability Rating
|
Moody's Rating Factor
|
Moody's Default Probability Rating
|
Moody's Rating Factor
|
Aaa
|
1
|
Ba1
|
940
|
Aa1
|
10
|
Ba2
|
1,350
|
Aa2
|
20
|
Ba3
|
1,766
|
Aa3
|
40
|
B1
|
2,220
|
A1
|
70
|
B2
|
2,720
|
A2
|
120
|
B3
|
3,490
|
A3
|
180
|
Caa1
|
4,770
|
Baa1
|
260
|
Caa2
|
6,500
|
Baa2
|
360
|
Caa3
|
8,070
|
Baa3
|
610
|
Ca or lower
|
10,000
|
(i)
|
(a) if there is an issuer credit rating of the issuer of such Collateral Obligation by S&P as published by S&P, or the guarantor which unconditionally and irrevocably guarantees such Collateral Obligation pursuant to a form of guaranty approved by S&P for use in connection with this transaction, then the S&P Rating shall be such rating (regardless of whether there is a published rating by S&P on the Collateral Obligations of such issuer held by the Issuer,
provided
that private ratings (that is, ratings provided at the request of the obligor) may be used for purposes of this definition if such private ratings are not point-in-time ratings and the obligor has consented to the use of such ratings) or (b) if there is no issuer credit rating of the issuer by S&P but (1) there is a senior secured rating on any obligation or security of the issuer, then the S&P Rating of such Collateral Obligation shall be one sub-category below such rating; (2) if clause (1) above does not apply, but there is a senior unsecured rating on any obligation or security of the issuer, the S&P Rating of such Collateral Obligation shall equal such rating; and (3) if neither clause (1) nor clause (2) above applies, but there is a subordinated rating on any obligation or security of the issuer, then the S&P Rating of such Collateral Obligation shall be one sub-category above such rating if such rating is higher than "BB+," and shall be two sub-categories above such rating if such rating is "BB+" or lower;
|
(ii)
|
with respect to any Collateral Obligation that is a DIP Collateral Obligation, the S&P Rating thereof shall be the credit rating assigned to such issue by S&P (
provided
that if a point-in-time credit rating was assigned by S&P within the last 12 months from the date of determination, then the S&P Rating shall be such point-in-time credit rating, unless a Specified Event has occurred with respect to such DIP Collateral Obligation, in which case the S&P Rating thereof shall be determined in accordance with clause (iv) below);
|
(iii)
|
if there is not a rating by S&P on the issuer or on an obligation of the issuer, then the S&P Rating may be determined pursuant to clauses (a) through (c) below:
|
(a)
|
if an obligation of the issuer is not a DIP Collateral Obligation and is publicly rated by Moody's, then the S&P Rating will be determined in accordance with the methodologies for establishing the Moody's Rating set forth above except that the S&P Rating of such obligation will be (1) one sub-category below the S&P
|
(b)
|
the S&P Rating may be based on a credit estimate provided by S&P, and in connection therewith, the Issuer, the Collateral Manager on behalf of the Issuer or the issuer of such Collateral Obligation shall, prior to or within 30 days after the acquisition of such Collateral Obligation, apply (and concurrently submit all available Information in respect of such application) to S&P for a credit estimate which shall be its S&P Rating;
provided
that, if such Information is submitted within such 30-day period, then, pending receipt from S&P of such estimate, such Collateral Obligation shall have an S&P Rating as determined by the Collateral Manager in its sole discretion if the Collateral Manager certifies to the Trustee and the Collateral Administrator that it believes that such S&P Rating determined by the Collateral Manager is commercially reasonable and will be at least equal to such rating;
provided
,
further
, that if such Information is not submitted within such 30-day period, then, pending receipt from S&P of such estimate, the Collateral Obligation shall have (1) the S&P Rating as determined by the Collateral Manager for a period of up to 90 days after the acquisition of such Collateral Obligation and (2) an S&P Rating of "CCC-" following such 90-day period; unless, during such 90-day period, the Collateral Manager has requested the extension of such period and S&P, in its sole discretion, has granted such request;
provided
,
further
, that if such 90-day period (or other extended period) elapses pending S&P's decision with respect to such application, the S&P Rating of such Collateral Obligation shall be "CCC-";
provided
further
, that if the Collateral Obligation has had a public rating by S&P that S&P has withdrawn or suspended within six months prior to the date of such application for a credit estimate in respect of such Collateral Obligation, the S&P Rating in respect thereof shall be "CCC-" pending receipt from S&P of such estimate, and S&P may elect not to provide such estimate until a period of six months have elapsed after the withdrawal or suspension of the public rating;
provided
,
further
, that such credit estimate shall expire 12 months after the acquisition of such Collateral Obligation, following which such Collateral Obligation shall have an S&P Rating of "CCC-" unless, during such 12-month period, the Issuer applies for renewal thereof in accordance with
Section 7.14(b)
, in which case such credit estimate shall continue to be the S&P Rating of such Collateral Obligation until S&P has confirmed or revised such credit estimate, upon which such confirmed or revised credit estimate shall be the S&P Rating of such Collateral Obligation;
provided
,
further
, that such confirmed or revised credit estimate shall expire on the next succeeding 12-month anniversary of the date of the acquisition of such Collateral Obligation and (when renewed annually in accordance with
Section 7.14(b)
) on each 12-month anniversary thereafter; or
|
(c)
|
with respect to a Collateral Obligation that is not a Defaulted Obligation, the S&P Rating of such Collateral Obligation will at the election of the Issuer (at the direction of the Collateral Manager) be "CCC‑";
provided
that (i) neither the issuer of such Collateral Obligation nor any of its Affiliates are subject to any bankruptcy or reorganization proceedings and (ii) the issuer has not defaulted on any payment obligation in respect of any debt security or other obligation of the issuer at any time within the two year period ending on such date of determination, all such debt
|
(iv)
|
with respect to a DIP Collateral Obligation that has no issue rating by S&P or a Current Pay Obligation that is rated "D" or "SD" by S&P, the S&P Rating of such DIP Collateral Obligation or Current Pay Obligation, as applicable, will be, at the election of the Issuer (at the direction of the Collateral Manager), "CCC-" or the S&P Rating determined pursuant to clause (iii)(b) above;
|
(a)
|
any failure of the Obligor thereunder to pay interest on or principal of such Collateral Obligation when due and payable;
|
(b)
|
the rescheduling of the payment of principal of or interest on such Collateral Obligation or any other obligations for borrowed money of such Obligor;
|
(c)
|
the restructuring of any of the debt thereunder (including proposed debt);
|
(d)
|
any significant sales or acquisitions of assets by the Obligor;
|
(e)
|
the breach of any covenant of such Collateral Obligation or the reasonable determination by the Collateral Manager that there is a greater than 50% chance that a covenant would be breached in the next six months;
|
(f)
|
the operating profit or cash flows of the Obligor being more than 20% lower than the Obligor's expected results;
|
(g)
|
the reduction or increase in the Cash interest rate payable by the Obligor thereunder (excluding any increase in an interest rate arising by operation of a default or penalty interest clause under a Collateral Obligation);
|
(h)
|
the extension of the stated maturity date of such Collateral Obligation; or
|
(i)
|
the addition of payment-in-kind terms.
|
S&P's credit rating of Selling Institution
|
Aggregate
Percentage Limit |
Individual
Percentage Limit |
AAA
|
20%
|
20%
|
AA+
|
10%
|
10%
|
AA
|
10%
|
10%
|
AA-
|
10%
|
10%
|
A+
|
5%
|
5%
|
A
|
5%
|
5%
|
below A
|
0%
|
0%
|
Asset Specific Recovery Ratings
|
Recovery Indicator from published reports
|
S&P Recovery Rate for Secured Notes with Liability Rating
|
|||||||
|
|
|
"AAA"
|
"AA"
|
"A"
|
"BBB"
|
"BB"
|
"B"
|
"CCC"
|
|
1+
|
100
|
75.00%
|
85.00%
|
88.00%
|
90.00%
|
92.00%
|
95.00%
|
95.00%
|
|
1
|
95
|
70.00%
|
80.00%
|
84.00%
|
87.50%
|
91.00%
|
95.00%
|
95.00%
|
|
1
|
90
|
65.00%
|
75.00%
|
80.00%
|
85.00%
|
90.00%
|
95.00%
|
95.00%
|
|
2
|
85
|
62.50%
|
72.50%
|
77.50%
|
83.00%
|
88.00%
|
92.00%
|
92.00%
|
|
2
|
80
|
60.00%
|
70.00%
|
75.00%
|
81.00%
|
86.00%
|
89.00%
|
89.00%
|
|
2
|
75
|
55.00%
|
65.00%
|
70.50%
|
77.00%
|
82.50%
|
84.00%
|
84.00%
|
|
2
|
70
|
50.00%
|
60.00%
|
66.00%
|
73.00%
|
79.00%
|
79.00%
|
79.00%
|
|
3
|
65
|
45.00%
|
55.00%
|
61.00%
|
68.00%
|
73.00%
|
74.00%
|
74.00%
|
|
3
|
60
|
40.00%
|
50.00%
|
56.00%
|
63.00%
|
67.00%
|
69.00%
|
69.00%
|
|
3
|
55
|
35.00%
|
45.00%
|
51.00%
|
58.00%
|
63.00%
|
64.00%
|
64.00%
|
|
3
|
50
|
30.00%
|
40.00%
|
46.00%
|
53.00%
|
59.00%
|
59.00%
|
59.00%
|
|
4
|
45
|
28.50%
|
37.50%
|
44.00%
|
49.50%
|
53.50%
|
54.00%
|
54.00%
|
|
4
|
40
|
27.00%
|
35.00%
|
42.00%
|
46.00%
|
48.00%
|
49.00%
|
49.00%
|
|
4
|
35
|
23.50%
|
30.50%
|
37.50%
|
42.50%
|
43.50%
|
44.00%
|
44.00%
|
|
4
|
30
|
20.00%
|
26.00%
|
33.00%
|
39.00%
|
39.00%
|
39.00%
|
39.00%
|
|
5
|
25
|
17.50%
|
23.00%
|
28.50%
|
32.50%
|
33.50%
|
34.00%
|
34.00%
|
|
5
|
20
|
15.00%
|
20.00%
|
24.00%
|
26.00%
|
28.00%
|
29.00%
|
29.00%
|
|
5
|
15
|
10.00%
|
15.00%
|
19.50%
|
22.50%
|
23.50%
|
24.00%
|
24.00%
|
|
5
|
10
|
5.00%
|
10.00%
|
15.00%
|
19.00%
|
19.00%
|
19.00%
|
19.00%
|
Asset Specific Recovery Ratings
|
Recovery Indicator from published reports
|
S&P Recovery Rate for Secured Notes with Liability Rating
|
|||||||
|
6
|
5
|
3.50%
|
7.00%
|
10.50%
|
13.50%
|
14.00%
|
14.00%
|
14.00%
|
|
6
|
0
|
2.00%
|
4.00%
|
6.00%
|
8.00%
|
9.00%
|
9.00%
|
9.00%
|
Senior Asset Recovery Rate
|
S&P Recovery Rate for Secured Notes with Liability Rating
|
|||||
|
"AAA"
|
"AA"
|
"A"
|
"BBB"
|
"BB"
|
"B" and below
|
1+
|
13%
|
16%
|
18%
|
21%
|
23%
|
25%
|
1
|
13%
|
16%
|
18%
|
21%
|
23%
|
25%
|
2
|
13%
|
16%
|
18%
|
21%
|
23%
|
25%
|
3
|
8%
|
11%
|
13%
|
15%
|
16%
|
17%
|
4
|
5%
|
5%
|
5%
|
5%
|
5%
|
5%
|
5
|
2%
|
2%
|
2%
|
2%
|
2%
|
2%
|
6
|
-%
|
-%
|
-%
|
-%
|
-%
|
-%
|
|
Recovery rate
|
Senior Asset Recovery Rate
|
S&P Recovery Rate for Secured Notes with Liability Rating
|
|||||
|
"AAA"
|
"AA"
|
"A"
|
"BBB"
|
"BB"
|
"B" and below
|
1+
|
8%
|
8%
|
8%
|
8%
|
8%
|
8%
|
1
|
8%
|
8%
|
8%
|
8%
|
8%
|
8%
|
2
|
8%
|
8%
|
8%
|
8%
|
8%
|
8%
|
3
|
5%
|
5%
|
5%
|
5%
|
5%
|
5%
|
4
|
2%
|
2%
|
2%
|
2%
|
2%
|
2%
|
5
|
-%
|
-%
|
-%
|
-%
|
-%
|
-%
|
6
|
-%
|
-%
|
-%
|
-%
|
-%
|
-%
|
|
Recovery rate
|
Senior Asset Recovery Rate
|
S&P Recovery Rate for Secured Notes with Liability Rating
|
|||||
|
"AAA"
|
"AA"
|
"A"
|
"BBB"
|
"BB"
|
"B" and below
|
1+
|
5%
|
5%
|
5%
|
5%
|
5%
|
5%
|
1
|
5%
|
5%
|
5%
|
5%
|
5%
|
5%
|
2
|
5%
|
5%
|
5%
|
5%
|
5%
|
5%
|
3
|
2%
|
2%
|
2%
|
2%
|
2%
|
2%
|
4
|
-%
|
-%
|
-%
|
-%
|
-%
|
-%
|
5
|
-%
|
-%
|
-%
|
-%
|
-%
|
-%
|
6
|
-%
|
-%
|
-%
|
-%
|
-%
|
-%
|
|
Recovery rate
|
2.
|
(c) In all other cases, as applicable, based on the applicable Class of Notes, the S&P Recovery Rate for such Collateral Obligation shall be the applicable percentage set forth in Table 4 below:
|
Priority Category
|
Initial Liability Rating
|
|||||||||||
|
"AAA"
|
"AA"
|
"A"
|
"BBB"
|
"BB"
|
"B" and "CCC"
|
||||||
Senior Secured Loans**
|
||||||||||||
Group A
|
50
|
%
|
55
|
%
|
59
|
%
|
63
|
%
|
75
|
%
|
79
|
%
|
Group B
|
39
|
%
|
42
|
%
|
46
|
%
|
49
|
%
|
60
|
%
|
63
|
%
|
Group C
|
17
|
%
|
19
|
%
|
27
|
%
|
29
|
%
|
31
|
%
|
34
|
%
|
Senior Secured Loans (Cov-Lite Loans)
|
||||||||||||
Group A
|
41
|
%
|
46
|
%
|
49
|
%
|
53
|
%
|
63
|
%
|
67
|
%
|
Group B
|
32
|
%
|
35
|
%
|
39
|
%
|
41
|
%
|
50
|
%
|
53
|
%
|
Group C
|
17
|
%
|
19
|
%
|
27
|
%
|
29
|
%
|
31
|
%
|
34
|
%
|
Mezzanine/ Second Lien Loans/ First-Lien Last-Out Loans/Senior Unsecured Loans***
|
||||||||||||
Group A
|
18
|
%
|
20
|
%
|
23
|
%
|
26
|
%
|
29
|
%
|
31
|
%
|
Group B
|
13
|
%
|
16
|
%
|
18
|
%
|
21
|
%
|
23
|
%
|
25
|
%
|
Group C
|
10
|
%
|
12
|
%
|
14
|
%
|
16
|
%
|
18
|
%
|
20
|
%
|
Subordinated loans
|
||||||||||||
Group A
|
8
|
%
|
8
|
%
|
8
|
%
|
8
|
%
|
8
|
%
|
8
|
%
|
Group B
|
8
|
%
|
8
|
%
|
8
|
%
|
8
|
%
|
8
|
%
|
8
|
%
|
Group C
|
5
|
%
|
5
|
%
|
5
|
%
|
5
|
%
|
5
|
%
|
5
|
%
|
|
Recovery rate
|
Issuer
:
|
Barings BDC Static CLO Ltd. 2019-I
|
Co-Issuer
:
|
Barings BDC Static CLO 2019-I, LLC
|
Note issued by Co-Issuer
:
|
¨
Yes
¨
No
|
Trustee
:
|
State Street Bank and Trust Company
|
Indenture
:
|
Indenture, dated as of May 9, 2019, among the Issuer, the Co-Issuer and the Trustee, as amended, modified or supplemented from time to time
|
Registered Holder (check applicable)
:
|
¨
CEDE &
¨
CO. ____________________ (insert name)
|
Stated Maturity
:
|
The Payment Date in April 2027
|
Payment Dates
:
|
The 15th day of January, April, July and October of each year (or, if such day is not a Business Day, the next succeeding Business Day), commencing in July 2019 and each Redemption Date with respect to all Classes of Secured Notes, except that (x) "Payment Date" shall include each date fixed by the Trustee on which payments are made in accordance with Section 5.7 of the Indenture and (y) the final Payment Date (subject to any earlier redemption or payment of the Notes) shall be the Stated Maturity (or, if such day is not a Business Day, the next succeeding Business Day).
|
Class designation and Interest Rate (check applicable)
:
|
¨
Class A-1 LIBOR + 1.02%
¨
Class A-2 LIBOR + 1.65%
|
Principal amount (if Global Note, check applicable "up to" principal amount)
:
|
¨
Class A-1 $296,750,000
¨
Class A-2 $51,500,000
|
Principal amount (if Certificated Note)
:
|
As set forth on the first page above
|
Minimum Denominations
:
|
$250,000 and integral multiples of $1.00 in excess thereof
|
Designation
|
CUSIP
|
ISIN
|
Class A-1
|
06761QAA6
|
US06761QAA67
|
Class A-2
|
06761QAC2
|
US06761QAC24
|
Designation
|
CUSIP
|
ISIN
|
Common Code
|
Class A-1
|
G41484AA7
|
USG41484AA74
|
199397737
|
Class A-2
|
G41484AB5
|
USG41484AB57
|
199397745
|
Designation
|
CUSIP
|
ISIN
|
Class A-1
|
06761QAB4
|
US06761QAB41
|
Class A-2
|
06761QAD0
|
US06761QAD07
|
Issuer
:
|
Barings BDC Static CLO Ltd. 2019-I
|
Trustee
:
|
State Street Bank and Trust Company
|
Indenture
:
|
Indenture, dated as of May 9, 2019, among the Issuer, the Co-Issuer and the Trustee, as amended, modified or supplemented from time to time
|
Registered Holder (check applicable)
:
|
¨
CEDE &
¨
CO. ____________________ (insert name)
|
Stated Maturity
:
|
The Payment Date in April 2027
|
Payment Dates
:
|
The 15th day of January, April, July and October of each year (or, if such day is not a Business Day, the next succeeding Business Day), commencing in July 2019 and each Redemption Date with respect to all Classes of Secured Notes, except that (x) "Payment Date" shall include each date fixed by the Trustee on which payments are made in accordance with Section 5.7 of the Indenture and (y) the final Payment Date (subject to any earlier redemption or payment of the Notes) shall be the Stated Maturity (or, if such day is not a Business Day, the next succeeding Business Day);
provided
that, following the redemption or repayment in full of the Secured Notes, Holders of Subordinated Notes may receive payments (including in respect of an Optional Redemption of Subordinated Notes) on any Business Day designated by the Collateral Manager (which Business Days may or may not be the dates stated above) upon five Business Days' prior written notice to the Trustee and the Collateral Administrator (which notice the Trustee will promptly forward to the Holders of the Subordinated Notes) and such Business Days shall constitute Payment Dates.
|
Principal amount ("up to" amount, if Global Note)
:
|
$101,000,000
|
Principal amount (if Certificated Note)
:
|
As set forth on the first page above
|
Global Note with "up to" principal amount
:
|
¨
Yes
¨
No
|
Minimum Denominations
:
|
$2,000,000 and integral multiples of $1.00 in excess thereof
|
Designation
|
CUSIP
|
ISIN
|
Subordinated
|
06761GAA8
|
US06761GAA85
|
Designation
|
CUSIP
|
ISIN
|
Subordinated
|
06761GAB6
|
US06761GAB68
|
Re:
|
Barings BDC Static CLO Ltd. 2019-I (the "Issuer"), Barings BDC Static CLO 2019-I, LLC (the "Co-Issuer" and together with the Issuer, the "Co-Issuers"); Class [A-1][A-2] Notes due 2027 (the "Notes")
|
By:
|
Name: Title: |
cc:
|
Barings BDC Static CLO Ltd. 2019-I
c/o MaplesFS Limited P.O. Box 1093, Boundary Hall Cricket Square, Grand Cayman KY1-1102 Cayman Islands Attention: The Directors Facsimile No. (345) 945-7100 |
_____
|
both (A) a "qualified institutional buyer" (as defined under Rule 144A under the Securities Act) that is not a broker-dealer which owns and invests on a discretionary basis less than U.S.$25,000,000 in securities of issuers that are not affiliated persons of the dealer and is not a plan referred to in paragraph (a)(1)(i)(D) or (a)(1)(i)(E) of Rule 144A under the Securities Act or a trust fund referred to in paragraph (a)(1)(i)(F) of Rule 144A under the Securities Act that holds the assets of such a plan, if investment decisions with respect to the plan are made by beneficiaries of the plan and (B) a "qualified purchaser" for purposes of Section 3(c)(7) of the Investment Company Act or an entity owned exclusively by "qualified purchasers"; or
|
_____
|
an institutional "accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act
and a "qualified purchaser" for purposes of Section 3(c)(7) of the Investment Company Act or an entity owned exclusively by "qualified purchasers"; or
|
_____
|
solely in the case of Secured Notes, a person that is not a "U.S. person" as defined in Regulation S under the Securities Act, and is acquiring the Notes in an offshore transaction (as defined in Regulation S) in reliance on the exemption from Securities Act registration provided by Regulation S; and
|
(b)
|
acquiring the Notes for its own account (and not for the account of any other Person) in the applicable Minimum Denomination.
|
cc:
|
Barings BDC Static CLO Ltd. 2019-I
c/o MaplesFS Limited P.O. Box 1093, Boundary Hall Cricket Square, Grand Cayman KY1-1102 Cayman Islands Attention: The Directors Facsimile No. (345) 945-7100 |
Re:
|
Barings BDC Static CLO Ltd. 2019-I (the "Issuer"), Barings BDC Static CLO 2019-I, LLC (the "Co-Issuer" and together with the Issuer, the "Co-Issuers"); [Class] [A-1][A-2] [Subordinated] Notes due 2027 (the "Notes")
|
By:
|
Name: Title: |
cc:
|
Barings BDC Static CLO Ltd. 2019-I
c/o MaplesFS Limited P.O. Box 1093, Boundary Hall Cricket Square, Grand Cayman KY1-1102 Cayman Islands Attention: The Directors Facsimile No. (345) 945-7100 |
1.
|
¨
Employee Benefit Plans Subject to ERISA or the Code
. We, or the entity on whose behalf we are acting, are an "employee benefit plan" within the meaning of Section 3(3) of ERISA that is subject to the fiduciary responsibility provisions of Title I of ERISA or a "plan" within the meaning of Section 4975(e)(1) of the Code that is subject to Section 4975 of the Code.
|
2.
|
¨
Entity Holding Plan Assets
. We, or the entity on whose behalf we are acting, are an entity or fund whose underlying assets include "plan assets" by reason of a Benefit Plan Investor's investment in such entity.
|
3.
|
¨
Insurance Company General Account
. We, or the entity on whose behalf we are acting, are an insurance company purchasing the Subordinated Notes with funds from our or their general account (
i.e.
, the insurance company's corporate investment portfolio), whose assets, in whole or in part, constitute "plan assets" under Section 401(a) of ERISA for purposes of 29. C.F.R Section 2510.3-101 as modified by Section 3(42) of ERISA (the "Plan Asset Regulations").
|
4.
|
¨
None of Sections (1) Through (3) Above Apply
. We, or the entity on whose behalf we are acting, are a person that does not fall into any of the categories described in Sections (1) through (3) above. If, after the date hereof, any of the categories described in Sections (1) through (3) above would apply, we will promptly notify the Issuer and the Trustee of such change.
|
5.
|
No Prohibited Transaction
. If we checked any of the boxes in Sections (1) through (3) above, we represent, warrant and agree that our acquisition, holding and disposition of the Subordinated Notes do not and will not constitute or give rise to a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code.
|
6.
|
Not Subject to Similar Law and No Violation of Other Plan Law
. If we are a governmental, church, non-U.S. or other plan, we represent, warrant and agree that (a) we are not subject to any federal, state, local non-U.S. or other law or regulation that could cause the underlying assets of the Issuer to be treated as assets of the investor in any Note (or interest therein) by virtue of its interest and thereby subject the Issuer and the Collateral Manager (or other persons responsible for the investment and operation of the Issuer's assets) to laws or regulations that are similar to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code, and (b) our acquisition, holding and disposition of the Subordinated Notes do not and will not constitute or give rise to a non-exempt violation of any law or regulation that is substantially similar to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code.
|
7.
|
¨
Controlling Person
. We are, or we are acting on behalf of any of: (i) the Trustee, (ii) the Collateral Manager, (iii) any person that has discretionary authority or control with respect to the assets of the Issuer, (iv) any person who provides investment advice for a fee (direct or indirect) with respect to such assets or (v) any "affiliate" of any of the above persons. "Affiliate" shall have the meaning set forth in the Plan Asset Regulations. Any of the persons described in the first sentence of this Section 7 is referred to in this Certificate as a "Controlling Person."
|
8.
|
Compelled Disposition
. We acknowledge and agree that:
|
(i)
|
if any representation that we made hereunder is subsequently shown to be false or misleading or our beneficial ownership otherwise causes a violation of the 25% Limitation, the Issuer shall, promptly after such discovery (or upon notice from the Trustee if the Trustee makes the discovery (who, in each case, agree to notify the Issuer of such discovery, if any)), send notice to us demanding that
|
(ii)
|
if we fail to transfer our Subordinated Notes, as applicable, the Issuer shall have the right, without further notice to us, to sell our Notes or our interest in the Notes, to a purchaser selected by the Issuer that is not a Non-Permitted ERISA Holder on such terms as the Issuer may choose;
|
(iii)
|
the Issuer may select the purchaser by soliciting one or more bids from one or more brokers or other market professionals that regularly deal in securities similar to the Subordinated Notes and selling such securities to the highest such bidder. However, the Issuer may select a purchaser by any other means determined by it in its sole discretion;
|
(iv)
|
by our acceptance of an interest in the Subordinated Notes, we agree to cooperate with the Issuer to effect such transfers;
|
(v)
|
the proceeds of such sale, net of any commissions, expenses and taxes due in connection with such sale shall be remitted to us; and
|
(vi)
|
the terms and conditions of any sale under this sub-section shall be determined in the sole discretion of the Issuer, and the Issuer shall not be liable to us as a result of any such sale or the exercise of such discretion.
|
9.
|
Required Notification and Agreement
. We hereby agree that we (a) will inform the Trustee of any proposed transfer by us of all or a specified portion of the Subordinated Notes and (b) will not initiate any such transfer after we have been informed by the Issuer or the Transfer Agent in writing that such transfer would cause the 25% Limitation to be exceeded. We hereby agree and acknowledge that after the Trustee effects any permitted transfer of Subordinated Notes owned by us to a Benefit Plan Investor or a Controlling Person or receives notice of any such permitted change of status, the Trustee shall include such Notes in future calculations of the 25% Limitation made pursuant hereto unless subsequently notified that such Notes (or such portion), as applicable, would no longer be deemed to be held by Benefit Plan Investors or Controlling Persons.
|
10.
|
Continuing Representation; Reliance
. We acknowledge and agree that the representations contained in this Certificate shall be deemed made on each day from the date we make such representations through and including the date on which we dispose of our interests in the Subordinated Notes. We understand and agree that the information supplied in this Certificate will be used and relied upon by the Issuer and the Trustee to determine that (i) Benefit Plan Investors own or hold less than 25% of the value of the Subordinated Notes upon any subsequent transfer of such Subordinated Notes in accordance with the Indenture and (ii) no Benefit Plan Investor owns or holds any Rule 144A Global Subordinated Notes.
|
11.
|
Further Acknowledgement and Agreement
. We acknowledge and agree that (i) all of the assurances contained in this Certificate are for the benefit of the Issuer, the Trustee, the Initial Purchaser and the Collateral Manager as third party beneficiaries hereof, (ii) copies of this Certificate and any information contained herein may be provided to the Issuer, the Trustee, the Initial Purchaser, the Collateral Manager, affiliates of any of the foregoing parties and to each of the foregoing parties' respective counsel for purposes of making the determinations described above and (iii) any acquisition or transfer of the Subordinated Notes by us that is not in accordance with the provisions of this Certificate shall be null and void from the beginning, and of no legal effect.
|
12.
|
Future Transfer Requirements
.
|
Re:
|
Barings BDC Static CLO Ltd. 2019-I (the "Issuer"), Barings BDC Static CLO 2019-I, LLC (the "Co-Issuer" and, together with the Issuer, the "Co-Issuers"); [Class] [A-1][A-2] [Subordinated] Notes due 2027
|
cc:
|
Barings BDC Static CLO Ltd. 2019-I
c/o MaplesFS Limited P.O. Box 1093, Boundary Hall Cricket Square, Grand Cayman KY1-1102 Cayman Islands Attention: The Directors Facsimile No. (345) 945-7100 |
Re:
|
Reports prepared pursuant to the Indenture, dated as of May 9, 2019, among Barings BDC Static CLO Ltd. 2019-I, Barings BDC Static CLO 2019-I, LLC and State Street Bank and Trust Company (as amended from time to time, the "
Indenture
").
|
By:
|
Name: Title: Authorized Signatory |
ARTICLE I
DEFINITIONS
|
||
Section 1.01
|
Definitions.
|
|
Section 1.02
|
Other Terms.
|
|
Section 1.03
|
Computation of Time Periods.
|
|
Section 1.04
|
Interpretation.
|
|
Section 1.05
|
References.
|
|
Section 1.06
|
Calculations.
|
|
ARTICLE II
TRANSFER OF LOAN ASSETS
|
||
Section 2.01
|
Sale, Transfer and Assignment.
|
|
Section 2.02
|
Purchase Price.
|
|
Section 2.03
|
Payment of Purchase Price.
|
|
Section 2.04
|
Income Collections on Closing Date Participations.
|
|
Section 2.05
|
Elevation of the Closing Date Participations.
|
|
Section 2.06
|
Limitation on Sales to Seller and Affiliates.
|
|
ARTICLE III
CONDITIONS PRECEDENT
|
||
Section 3.01
|
Conditions Precedent
|
|
Section 3.02
|
Conditions Precedent to all Purchases.
|
|
Section 3.03
|
Release of Excluded Amounts.
|
|
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
|
||
Section 4.01
|
Representations and Warranties Regarding the Seller.
|
|
Section 4.02
|
Representations and Warranties of the Seller Relating to the Agreement and the Collateral.
|
|
Section 4.03
|
Representations and Warranties Regarding the Buyer.
|
|
ARTICLE V
MISCELLANEOUS
|
||
Section 5.01
|
Amendments and Waivers.
|
|
Section 5.02
|
Notices, Etc.
|
|
Section 5.03
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Severability of Provisions.
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Section 5.04
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GOVERNING LAW; JURY WAIVER.
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Section 5.05
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Counterparts.
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Section 5.06
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Bankruptcy Non-Petition and Limited Recourse; Claims.
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Section 5.07
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Binding Effect; Assignability.
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Section 5.08
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Headings and Exhibits.
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(i)
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the singular number includes the plural number and
vice versa
;
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(ii)
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reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted by the Transaction Documents;
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Section 2.02
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Purchase Price
.
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Section 3.02
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Conditions Precedent to all Purchases
.
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Section 3.03
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Release of Excluded Amounts
.
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By:
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/s/ Jonathan Bock
Name: Jonathan Bock Title: CFO |
By:
/s/Yun Sheng
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Name: Yun Sheng Title: Director |
(A)
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conflict with, result in any breach of or constitute a default (or an event which, with the giving of notice or passage of time, or both, would constitute a default) under, any term or provision of the organizational documents of the Representing Party or any indenture, agreement, order, decree or other instrument to which the Representing Party is a party or by which the Representing Party is bound, which conflict,
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(B)
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violate any provision of any law, rule or regulation applicable to the Representing Party of any regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Representing Party or its properties, which violation would have a material adverse effect with respect to the Representing Party.
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(A)
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prevent recourse to such party’s assets for the sums due or to become due under any security, instrument or agreement that is part of such assets;
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(B)
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constitute a waiver, release or discharge of any indebtedness or obligation evidenced by this Agreement until all such assets have been realized; or
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(C)
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limit the right of either party to name the other party as a party defendant in any Proceeding or in the exercise of any other remedy under this Agreement, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against any Person referred to in Section 4.04(c)(ii).
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BARINGS BDC SENIOR FUNDING I, LLC
,
as Financing Subsidiary
By:
/s/ Jonathan Bock
Name: Jonathan Bock
Title: Managing Director
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BARINGS BDC STATIC CLO LTD. 2019-I
,
as Issuer
By:
/s/ Yun Zheng
Name: Yun Zheng
Title: Director
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BARINGS BDC, INC.
,
as Transferor
By:
/s/ Jonathan Bock
Name: Jonathan Bock
Title: CFO
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Page
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Section 1.
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Definitions.
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Section 2.
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General Duties and Authority of the Collateral Manager.
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Section 3.
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Purchase and Sale Transactions; Brokerage.
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Section 4.
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Additional Activities of the Collateral Manager.
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Section 5.
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Conflicts of Interest.
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Section 6.
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Records; Confidentiality.
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Section 7.
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Obligations of Collateral Manager.
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Section 8.
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Compensation.
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Section 9.
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Benefit of the Agreement.
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Section 10.
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Limits of Collateral Manager Responsibility and Liability.
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Section 11.
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No Joint Venture.
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Section 12.
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Term; Termination.
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Section 13.
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Assignments.
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Section 14.
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Removal for Cause.
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Section 15.
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Obligations of Resigning or Removed Collateral Manager.
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Section 16.
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Representations and Warranties.
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Section 17.
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Limited Recourse; No Petition.
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Section 18.
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Notices.
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Section 19.
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Binding Nature of Agreement; Successors and Assigns.
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Section 20.
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Entire Agreement; Amendment.
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Section 21.
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Governing Law.
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Section 22.
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Submission to Jurisdiction.
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Section 23.
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Waiver of Jury Trial.
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Section 24.
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Conflict with the Indenture.
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Section 25.
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Subordination; Assignment of Agreement.
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Section 26.
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Indulgences Not Waivers.
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Section 27.
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Costs and Expenses.
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Section 28.
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Third Party Beneficiaries.
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Section 29.
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Titles Not to Affect Interpretation.
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Section 30.
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Execution in Counterparts.
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Section 31.
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Provisions Separable.
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Section 32.
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Gender.
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BARINGS BDC STATIC CLO, LTD. 2019-I
By: /s/ Yun Zheng
Name: Yun Zheng
Title: Director
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BARINGS BDC, INC., as Collateral Manager
By:
/s/ Jonathan Bock
Name: Jonathan Bock
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Title: CFO
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STATE STREET BANK AND TRUST COMPANY, as Collateral Administrator
By:
/s/ Brian Peterson
Name: Brian Peterson
Title: Vice President
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1.
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I have reviewed this quarterly report on Form 10-Q of Barings BDC, Inc.;
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2.
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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;
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3.
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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;
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4.
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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:
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(a)
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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;
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(b)
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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;
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(c)
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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
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(d)
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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
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5.
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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):
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(a)
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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
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(b)
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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.
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/s/ ERIC LLOYD
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Eric Lloyd
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Chief Executive Officer
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July 30, 2019
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1.
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I have reviewed this quarterly report on Form 10-Q of Barings BDC, Inc.;
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2.
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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;
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3.
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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;
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4.
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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;
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(b)
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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;
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(c)
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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
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(d)
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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
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5.
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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)
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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
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(b)
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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.
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/s/ JONATHAN BOCK
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Jonathan Bock
|
Chief Financial Officer
|
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July 30, 2019
|
/s/ ERIC LLOYD
|
Eric Lloyd
|
Chief Executive Officer
|
|
July 30, 2019
|
/s/ JONATHAN BOCK
|
Jonathan Bock
|
Chief Financial Officer
|
|
July 30, 2019
|