[•], 2020

Dear Stockholder:

You are cordially invited to attend the Special Meeting of Stockholders (the “Barings BDC Special Meeting”) of Barings BDC, Inc., a Maryland corporation (“Barings BDC”), to be held virtually on December 17, 2020, at 8:00 a.m., Eastern Time, at the following website: www.virtualshareholdermeeting.com/BBDC2020SM.

The notice of special meeting and the joint proxy statement/prospectus accompanying this letter provide an outline of the business to be conducted at the Barings BDC Special Meeting. At the Barings BDC Special Meeting, you will be asked to consider and vote upon a proposal to:

Barings BDC and MVC are proposing a combination of both companies by a merger and related transactions pursuant to the Merger Agreement in which Acquisition Sub would merge with and into MVC (the “First Step”), with MVC continuing as the surviving corporation and as a wholly-owned subsidiary of Barings BDC. Immediately after the effectiveness of the First Step, MVC, as the surviving corporation, will merge with and into Barings BDC (together with the First Step, the “Merger”), with Barings BDC continuing as the surviving corporation.

Subject to the terms and conditions of the Merger Agreement, at the effective time of the First Step, each share of common stock, par value $0.01 per share, of MVC (“MVC Common Stock”) issued and outstanding immediately prior to the effective time of the First Step (excluding the Canceled Shares (as defined below)) will be converted into the right to receive (i) $0.39492 per share in cash, without interest, from Barings (such amount of cash, the “Cash Consideration”), and (ii) 0.94024 (the “Exchange Ratio”) of a validly issued, fully paid and non-assessable share of Barings BDC Common Stock, plus any cash in lieu of fractional shares (the “Share Consideration” and together with the Cash Consideration, the “Merger Consideration”). For purposes of the Merger Agreement, “Canceled Shares” means all shares of MVC Common Stock issued and outstanding immediately prior to the effective time of the First Step that are held by a subsidiary of MVC or held, directly or indirectly, by Barings BDC or Acquisition Sub. Pursuant to the Merger Agreement, the total value of the consideration to be received by MVC stockholders at closing is subject to adjustment as set forth in the Merger Agreement and may be different than the estimated total consideration described herein depending on a number of factors, including the number of outstanding shares of Barings BDC and MVC common stock, the payment of certain dividends by and tax liability of MVC, undistributed investment company taxable income and undistributed net capital gains of MVC and changes of the Euro-to-U.S. dollar exchange rate between April 30, 2020 and the closing date relating to certain of MVC’s investments.

The market value of the Merger Consideration will fluctuate with changes in the market price of Barings BDC Common Stock. Barings BDC urges you to obtain current market quotations of Barings BDC Common Stock. Barings BDC Common Stock trades on The New York Stock Exchange (“NYSE”) under the ticker symbol “BBDC.” The following table shows the closing sale prices of Barings BDC Common Stock, as reported on the NYSE on August 7, 2020, the last trading day before the execution of the Merger Agreement, and on [•], 2020, the last trading day before printing this document.

Your vote is extremely important. At the Barings BDC Special Meeting, you will be asked to vote on the Merger Stock Issuance Proposal, the Barings BDC Below NAV Issuance Proposal and the Barings BDC Advisory Agreement Amendment Proposal and, if necessary or appropriate, the Barings BDC Adjournment Proposal. The approval of the Merger Stock Issuance Proposal and the Barings BDC Adjournment Proposal each requires the affirmative vote of the holders of at least a majority of votes cast by holders of shares of Barings BDC Common Stock present at the Barings BDC Special Meeting, virtually or represented by proxy, and entitled to vote thereat. The approval the Barings BDC Below NAV Issuance Proposal requires the affirmative vote of each of the following: (1) a majority of the outstanding voting securities (as used in the Investment Company Act of 1940, as amended (the “Investment Company Act”)) of Barings BDC Common Stock; and (2) a majority of the outstanding voting securities of Barings BDC Common Stock that are not held by affiliated persons of Barings BDC. For purposes of this proposal, the Investment Company Act defines a “majority of the outstanding voting securities” as the vote of the lesser of: (1) 67% or more of the voting securities of Barings BDC present at the Barings BDC Special Meeting, if the holders of more than 50% of the outstanding voting securities of Barings BDC are present virtually or represented by proxy; or (2) more than 50% of the outstanding voting securities of Barings BDC. The Barings BDC Advisory Agreement Amendment Proposal requires the affirmative vote by the stockholders of Barings BDC holding a majority of the outstanding voting securities (as used in the Investment Company Act) of Barings BDC Common Stock entitled to vote at the Barings BDC Special Meeting. For purposes of this proposal, the Investment Company Act defines “a majority of outstanding voting securities” of a company as the lesser of: (1) 67% or more of the voting securities present at the Barings BDC Special Meeting if the holders of more than 50% of the outstanding voting securities of Barings BDC are present virtually or represented by proxy; or (2) more than 50% of the outstanding voting securities of Barings BDC.

Abstentions and broker non-votes (if any) will (1) not be included in determining the number of votes cast and, as a result, will have no effect on the voting outcome of the Merger Stock Issuance Proposal or the Barings BDC Adjournment Proposal and (2) will have the same effect as votes “against” the Barings BDC Below NAV Issuance Proposal or the Barings BDC Advisory Agreement Amendment Proposal.

After careful consideration, the Barings BDC Board unanimously approved the Merger Agreement and the transactions contemplated thereby, including the Merger, the Merger Stock Issuance Proposal and the Barings BDC Below NAV Issuance, and unanimously recommends that Barings BDC stockholders vote “FOR” the Merger Stock Issuance Proposal, “FOR” the Barings BDC Below NAV Issuance Proposal, “FOR” the Barings BDC Advisory Agreement Amendment Proposal and, if necessary or appropriate, “FOR” the Barings BDC Adjournment Proposal.

It is important that your shares be represented at the Barings BDC Special Meeting. You have the right to receive notice of, and to vote at, the Barings BDC Special Meeting if you were a stockholder of record of Barings BDC Common Stock at the close of business on October 29, 2020 (the “Barings BDC Record Date”). Each Barings BDC stockholder is invited to attend the Barings BDC Special Meeting virtually. You or your proxyholder will be able to attend the Barings BDC Special Meeting online, vote and submit questions by visiting www.virtualshareholdermeeting.com/BBDC2020SM and using a control number assigned by Broadridge Financial Solutions Inc. To receive access to the virtual Barings BDC Special Meeting, you will need to follow the instructions provided in the Notice of Special Meeting of Stockholders and the joint proxy statement/prospectus that follow. Barings BDC encourages you to vote via the Internet as it saves Barings BDC significant time and processing costs. If you are the beneficial owner of your shares, you will need to follow the instructions provided by your broker, bank, trustee or nominee regarding how to instruct your broker, bank, trustee or nominee to vote your shares at the Barings BDC Special Meeting. Voting by proxy does not deprive you of your right to participate in the virtual Barings BDC Special Meeting.

The joint proxy statement/prospectus accompanying this letter describes the Barings BDC Special Meeting, the Merger, and the documents related to the Merger (including the Merger Agreement) that Barings BDC stockholders should review before voting on the Merger Stock Issuance Proposal, the Barings BDC Below NAV Issuance Proposal, the Barings BDC Advisory Agreement Amendment Proposal and the Barings BDC Adjournment Proposal and should be retained for future reference. Please carefully read this entire document, including “Risk Factors” beginning on page 27 and as otherwise incorporated by reference herein, for a discussion of the risks relating to the Merger, Barings BDC and MVC. Barings BDC files annual, quarterly and current reports, proxy statements and other information about itself with the SEC. Barings BDC maintains a website at www.baringsbdc.com and makes all of its annual, quarterly and current reports, proxy statements and other publicly filed information available on or through its website. Information contained on Barings BDC’s website is not incorporated by reference into the joint proxy statement/prospectus accompanying this letter, and you should not consider information contained on Barings BDC’s website to be part of the joint proxy statement/prospectus accompanying this letter. You may also obtain such information, free of charge, and make stockholder inquiries by calling Barings BDC at (888) 401-1088, by sending an email to Barings BDC at BDCinvestorrelations@barings.com or by writing to Barings BDC at 300 South Tryon Street, Suite 2500, Charlotte, North Carolina 28202, Attention: Investor Relations. The SEC also maintains a website at www.sec.gov that contains such information.

Sincerely yours,

Eric Lloyd

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of the shares of Barings BDC Common Stock to be issued under the joint proxy statement/prospectus accompanying this letter or determined if the joint proxy statement/prospectus accompanying this letter is truthful or complete. Any representation to the contrary is a criminal offense.

Important Notice Regarding the Availability of Proxy Materials for the Barings BDC Special Meeting to Be Held on December 17, 2020

Notice is hereby given to the holders of shares of common stock of Barings BDC, Inc., a Maryland corporation (“Barings BDC”), that:

A Special Meeting of Stockholders of Barings BDC will be held virtually, solely by the means of remote communication, on December 17, 2020, at 8:00 a.m., Eastern Time, at the following website: www.virtualshareholdermeeting.com/BBDC2020SM, for the following purposes:

Barings BDC and MVC are proposing a combination of both companies by a merger and related transactions pursuant to the Merger Agreement in which Acquisition Sub would merge with and into MVC (the “First Step”), with MVC continuing as the surviving corporation and as a wholly-owned subsidiary of Barings BDC. Immediately after the effectiveness of the First Step, MVC, as the surviving corporation, will merge with and into Barings BDC (together with the First Step, the “Merger”), with Barings BDC continuing as the surviving corporation.

THE BOARD OF DIRECTORS OF BARINGS BDC (THE “BARINGS BDC BOARD”) UNANIMOUSLY APPROVED THE MERGER AGREEMENT AND THE TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING THE MERGER, MERGER STOCK ISSUANCE PROPOSAL, BARINGS BDC BELOW NAV ISSUANCE PROPOSAL AND BARINGS BDC ADVISORY AGREEMENT AMENDMENT PROPOSAL, AND UNANIMOUSLY RECOMMENDS THAT BARINGS BDC STOCKHOLDERS VOTE “FOR” THE MERGER STOCK ISSUANCE PROPOSAL, “FOR” THE BARINGS BDC BELOW NAV ISSUANCE PROPOSAL, “FOR” THE BARINGS BDC ADVISORY AGREEMENT AMENDMENT PROPOSAL AND, IF NECESSARY OR APPROPRIATE, “FOR” THE BARINGS BDC ADJOURNMENT PROPOSAL.

You have the right to receive notice of, and to vote at, the Barings BDC Special Meeting if you were a stockholder of record of Barings BDC Common Stock at the close of business on October 29, 2020 (the “Barings BDC Record Date”). A list of these stockholders will be open for examination by any Barings BDC stockholder for any purpose germane to the Barings BDC Special Meeting for a period of 10 days prior to the Barings BDC Special Meeting at Barings BDC’s principal executive office at 300 South Tryon Street, Suite 2500, Charlotte, North Carolina 28202, and electronically during the Barings BDC Special Meeting at www.virtualshareholdermeeting.com/BBDC2020SM. Barings BDC is furnishing a joint proxy statement/prospectus and proxy card to Barings BDC stockholders on the Internet, rather than mailing printed copies of those materials to Barings BDC stockholders.

Each Barings BDC stockholder is invited to attend the Barings BDC Special Meeting virtually. You or your proxyholder will be able to attend the Barings BDC Special Meeting online, vote and submit questions by visiting www.virtualshareholdermeeting.com/BBDC2020SM and using a control number assigned by Broadridge Financial Solutions Inc.

If you are a beneficial owner of shares that are held in “street name,” that is they are registered in the name of your broker, bank, trustee or other nominee, you should have received a notice containing voting instructions from your nominee rather than from us. You should follow the voting instructions in the notice to ensure that your vote is counted. Many brokers and banks participate in a program that offers a means to grant proxies to vote shares via the Internet or by telephone. If your shares are held in an account with a broker or bank participating in this program, you may grant a proxy to vote those shares via the Internet or telephonically by using the website or telephone number shown on the instruction form provided to you by your nominee.

In order to vote at the Barings BDC Special Meeting, you must either be a stockholder of record of Barings BDC Common Stock as of the Barings BDC Record Date, or you must be a beneficial holder as of the Barings BDC Record Date and obtain a legal proxy from your broker, bank, trustee, or other nominee. Barings BDC stockholders of record will have the opportunity to vote electronically at the Barings BDC Special Meeting after they have checked into the Barings BDC Special Meeting as described above and in the joint proxy statement/prospectus. If you are a beneficial holder, you must request a legal proxy from your nominee in sufficient time so that it can be obtained, completed and submitted by you to Barings BDC no later than 11:59 p.m., Eastern Time, on December 16, 2020.

The meeting webcast will begin promptly at 8:00 a.m., Eastern Time, on December 17, 2020. We encourage you to access the meeting prior to the start time. Because the Barings BDC Special Meeting will be a completely virtual meeting, there will be no physical location for Barings BDC stockholders to attend.

Whether or not you plan to participate in the Barings BDC Special Meeting, Barings BDC encourages you to vote your shares either in person or by proxy.

Your vote is extremely important to Barings BDC. In the event there are insufficient votes for a quorum or to approve the Merger Stock Issuance Proposal, the Barings BDC Below NAV Issuance Proposal, or the Barings BDC Advisory Agreement Amendment Proposal at the time of the Barings BDC Special Meeting, the Barings BDC Special Meeting may be adjourned in order to permit further solicitation of proxies by Barings BDC.

The Merger and the Merger Agreement are each described in more detail in the joint proxy statement/prospectus accompanying this letter, which you should read carefully and in its entirety before authorizing a proxy to vote. A copy of the Merger Agreement is attached as Annex A to the joint proxy statement/prospectus accompanying this letter.

Charlotte, North Carolina

[•], 2020

To ensure proper representation at the Barings BDC Special Meeting, please follow the instructions on the accompanying proxy card to authorize a proxy to vote your shares via the Internet or telephone, or by requesting, signing, dating and returning a proxy card. Even if you vote your shares prior to the Barings BDC Special Meeting, you still may participate in the virtual Barings BDC Special Meeting.

287 Bowman Avenue, 2^nd Floor

Purchase, New York 10577

MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT

[•], 2020

Dear Stockholder:

You are cordially invited to attend the Special Meeting of Stockholders (the “MVC Special Meeting”) of MVC Capital, Inc., a Delaware corporation (“MVC”), to be held virtually on December 17, 2020, at 9:00 a.m., Eastern Time, at the following website: www.virtualshareholdermeeting.com/MVC2020SM.

The notice of special meeting and the joint proxy statement/prospectus accompanying this letter provide an outline of the business to be conducted at the MVC Special Meeting. At the MVC Special Meeting, you will be asked to consider and vote upon a proposal to:

MVC and Barings BDC are proposing a combination of both companies by a merger and related transactions pursuant to the Merger Agreement in which Acquisition Sub would merge with and into MVC (the “First Step”), with MVC continuing as the surviving corporation and as a wholly-owned subsidiary of Barings BDC. Immediately after the effectiveness of the First Step, MVC, as the surviving corporation, will merge with and into Barings BDC (together with the First Step, the “Merger”), with Barings BDC continuing as the surviving corporation.

Subject to the terms and conditions of the Merger Agreement, at the effective time of the First Step, each share of common stock, par value $0.01 per share, of MVC (“MVC Common Stock”) issued and outstanding immediately prior to the effective time of the First Step (excluding the Canceled Shares (as defined below)) will be converted into the right to receive (i) $0.39492 per share in cash, without interest, from Barings (such amount of cash, the “Cash Consideration”), and (ii) 0.94024 (the “Exchange Ratio”) of a validly issued, fully paid and non-assessable share of Barings BDC Common Stock, plus any cash in lieu of fractional shares (the “Share Consideration” and together with the Cash Consideration, the “Merger Consideration”). For purposes of the Merger Agreement, “Canceled Shares” means all shares of MVC Common Stock issued and outstanding immediately prior to the effective time of the First Step that are held by a subsidiary of MVC or held, directly or indirectly, by Barings BDC or Acquisition Sub. Pursuant to the Merger Agreement, the total value of the consideration to be received by MVC stockholders at closing is subject to adjustment as set forth in the Merger Agreement and may be different than the estimated total consideration described herein depending on a number of factors, including the number of outstanding shares of Barings BDC and MVC common stock, the payment of certain dividends by and tax liability of MVC, undistributed investment company taxable income and undistributed net capital gains of MVC and changes of the Euro-to-U.S. dollar exchange rate between April 30, 2020 and the closing date relating to certain of MVC’s investments.

The market value of the Merger Consideration will fluctuate with changes in the market price of Barings BDC Common Stock. Barings BDC urges you to obtain current market quotations of Barings BDC Common Stock. Barings BDC Common Stock trades on The New York Stock Exchange (“NYSE”) under the ticker symbol “BBDC.” The following table shows the closing sale prices of Barings BDC Common Stock, as reported on the NYSE on August 7, 2020, the last trading day before the execution of the Merger Agreement, and on [•], 2020, the last trading day before printing this document.

Your vote is extremely important. At the MVC Special Meeting, you will be asked to vote on the Merger Proposal, and, if necessary or appropriate, the MVC Adjournment Proposal. The approval of the Merger Proposal requires the affirmative vote of the holders of at least a majority of the outstanding shares of MVC Common Stock entitled to vote at the MVC Special Meeting. The approval of the MVC Adjournment Proposal requires the affirmative vote of the holders of at least a majority of votes cast by holders of shares of MVC Common stock present at the MVC Special Meeting, virtually or represented by proxy, and entitled to vote thereat.

Abstentions and broker non-votes (which occur when a beneficial owner does not instruct its broker, bank, trustee or nominee holding its shares of MVC Common Stock how to vote such shares on its behalf) will not count as affirmative votes cast and will therefore have the effect as votes “against” the Merger Proposal. Abstentions and broker non-votes will not be included in determining the number of votes cast, and, as a result, will have no effect on the voting outcome of the MVC Adjournment Proposal.

Prior to the entry into the Merger Agreement and as a condition to the willingness of Barings BDC to enter into the Merger Agreement, Leon G. Cooperman, Michael T. Tokarz, certain affiliates of Wynnefield Capital, Inc. and West Family Investments, Inc., stockholders of MVC which collectively owned approximately 31% of MVC Common Stock issued and outstanding as of the date of the Merger Agreement, entered into voting agreements with Barings BDC (collectively, the “Voting Agreements”), pursuant to which, among other things, such stockholders of MVC have, subject to the terms and conditions set forth in the Voting Agreements, agreed to support the Merger and the transactions contemplated by the Merger Agreement and to vote all their shares of MVC Common Stock in favor of the Merger Proposal. The Voting Agreements’ obligations to vote in favor of the Merger Proposal terminate upon certain events, including the effective time of the First Step, the valid termination of the Merger Agreement in accordance with its terms, the termination of the Voting Agreements by mutual consent of the parties thereto or a change in the recommendation of the MVC Board to MVC stockholders pursuant to the Merger Agreement.

After careful consideration, the MVC Board unanimously approved the Merger Agreement and the transactions contemplated thereby, including the Merger, and unanimously recommends that MVC stockholders vote “FOR” the Merger Proposal and, if necessary or appropriate, “FOR” the MVC Adjournment Proposal.

It is important that your shares be represented at the MVC Special Meeting. You have the right to receive notice of, and to vote at the MVC Special Meeting if you were a stockholder of record of MVC Common stock at the close of business on October 29, 2020 (the “MVC Record Date”). Each MVC stockholder is invited to attend the MVC Special Meeting virtually. You or your proxy holder will be able to attend the MVC Special Meeting online, vote and submit questions by visiting www.virtualshareholdermeeting.com/MVC2020SM and using a control number assigned by Broadridge Financial Solutions Inc. To reserve access to the virtual MVC Special Meeting, you will need to follow the instructions provided in the Notice of Special Meeting of Stockholders and the joint proxy statement/prospectus that follow. Please follow the instructions on the accompanying proxy card and authorize a proxy via the Internet, by telephone or by mail to vote your shares. MVC encourages you to vote via the Internet as it saves MVC significant time and processing costs. If you are the beneficial owner of your shares, you will need to follow the instructions provided by your broker, bank, trustee or nominee regarding how to instruct your broker, bank, trustee or nominee to vote your shares at the MVC Special Meeting. Voting by proxy does not deprive you of your right to participate in the virtual MVC Special Meeting.

The joint proxy statement/prospectus accompanying this letter describes the MVC Special Meeting, the Merger, and the documents related to the Merger (including the Merger Agreement) that MVC stockholders should review before voting on the Merger Proposal and the MVC Adjournment Proposal and should be retained for future reference. Please carefully read this entire document, including “Risk Factors” beginning on page 27 and as otherwise incorporated by reference herein, for a discussion of the risks relating to the Merger, MVC and Barings BDC. MVC files annual, quarterly and current reports, proxy statements and other information about itself with the SEC. MVC maintains a website at www.mvccapital.com and makes all of its annual, quarterly and current reports, proxy statements and other publicly filed information available on or through its website. Information contained on MVC’s website is not incorporated by reference into the joint proxy statement/prospectus accompanying this letter, and you should not consider information contained on MVC’s website to be part of the joint proxy statement/prospectus accompanying this letter. You may also obtain such information, free of charge, and make stockholder inquiries by calling MVC at (914) 510-9400 or by writing to MVC at 287 Bowman Avenue, 2nd Floor, Purchase, New York 10577, Attention: Investor Relations. The SEC also maintains a website at www.sec.gov that contains such information.

Sincerely yours,

Michael Tokarz

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of the shares of Barings BDC Common Stock to be issued under the joint proxy statement/prospectus accompanying this letter or determined if the joint proxy statement/prospectus accompanying this letter is truthful or complete. Any representation to the contrary is a criminal offense.

Important Notice Regarding the Availability of Proxy Materials for the MVC Special Meeting to Be Held on December 17, 2020

Notice is hereby given to the holders of shares of common stock of MVC Capital, Inc., a Delaware corporation (“MVC”), that:

A Special Meeting of Stockholders of MVC will be held virtually, solely by the means of remote communication, on December 17, 2020, at 9:00 a.m., Eastern Time, at the following website: www.virtualshareholdermeeting.com/MVC2020SM, for the following purposes:

MVC and Barings BDC are proposing a combination of both companies by a merger and related transactions pursuant to the Merger Agreement in which Acquisition Sub would merge with and into MVC (the “First Step”), with MVC continuing as the surviving corporation and as a wholly-owned subsidiary of Barings BDC. Immediately after the effectiveness of the First Step, MVC, as the surviving corporation, will merge with and into Barings BDC (together with the First Step, the “Merger”), with Barings BDC continuing as the surviving corporation.

THE BOARD OF DIRECTORS OF MVC (THE “MVC BOARD”) UNANIMOUSLY APPROVED THE MERGER AGREEMENT AND THE TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING THE MERGER, AND UNANIMOUSLY RECOMMENDS THAT MVC STOCKHOLDERS VOTE “FOR” THE MERGER PROPOSAL, AND, IF NECESSARY OR APPROPRIATE, “FOR” THE MVC ADJOURNMENT PROPOSAL.

You have the right to receive notice of, and to vote at, the MVC Special Meeting if you were a stockholder of record of MVC Common Stock at the close of business on October 29, 2020 (the “MVC Record Date”). A list of these stockholders will be open for examination by any MVC stockholder for any purpose germane to the MVC Special Meeting for a period of 10 days prior to the MVC Special Meeting at MVC’s principal executive office at 287 Bowman Avenue, 2^nd Floor, Purchase, New York 10577, and electronically during the MVC Special Meeting at www.virtualshareholdermeeting.com/MVC2020SM. MVC is furnishing a joint proxy statement/prospectus and proxy card to MVC stockholders on the Internet, rather than mailing printed copies of those materials to MVC stockholders.

Each MVC stockholder is invited to attend the MVC Special Meeting virtually. You or your proxyholder will be able to attend the MVC Special Meeting online, vote and submit questions by visiting www.virtualshareholdermeeting.com/MVC2020SM and using a control number assigned by Broadridge Financial Solutions Inc.

If you are a beneficial owner of shares that are held in “street name,” that is they are registered in the name of your broker, bank, trustee or other nominee, you should have received a notice containing voting instructions from your nominee rather than from us. You should follow the voting instructions in the notice to ensure that your vote is counted. Many brokers and banks participate in a program that offers a means to grant proxies to vote shares via the Internet or by telephone. If your shares are held in an account with a broker or bank participating in this program, you may grant a proxy to vote those shares via the Internet or telephonically by using the website or telephone number shown on the instruction form provided to you by your nominee.

In order to vote at the MVC Special Meeting, you must either be a stockholder of record of MVC Common Stock as of the MVC Record Date, or you must be a beneficial holder as of the MVC Record Date and obtain a legal proxy from your broker, bank, trustee, or other nominee. MVC stockholders of record will have the opportunity to vote electronically at the MVC Special Meeting after they have checked into the MVC Special Meeting as described above and in the joint proxy statement/prospectus. If you are a beneficial holder, you must request a legal proxy from your nominee in sufficient time so that it can be obtained, completed and submitted by you to MVC no later than 11:59 p.m., Eastern Time, on December 16, 2020.

The meeting webcast will begin promptly at 9:00 a.m., Eastern Time, on December 17, 2020. We encourage you to access the meeting prior to the start time. Because the MVC Special Meeting will be a completely virtual meeting, there will be no physical location for MVC stockholders to attend.

Whether or not you plan to participate in the MVC Special Meeting, MVC encourages you to vote your shares by following the instructions on the proxy card.

Your vote is extremely important to MVC. In the event there are insufficient votes for a quorum or to approve the Merger Proposal at the time of the MVC Special Meeting, the MVC Special Meeting may be adjourned in order to permit further solicitation of proxies by MVC.

The Merger and the Merger Agreement are each described in more detail in the joint proxy statement/prospectus accompanying this letter, which you should read carefully and in its entirety before authorizing a proxy to vote. A copy of the Merger Agreement is attached as Annex A to the joint proxy statement/prospectus accompanying this letter.

Purchase, New York

[•], 2020

To ensure proper representation at the MVC Special Meeting, please follow the instructions on the accompanying proxy card to authorize a proxy to vote your shares via the Internet or telephone, or by requesting, signing, dating and returning a proxy card. Even if you vote your shares prior to the MVC Special Meeting, you still may participate in the virtual MVC Special Meeting.

TABLE OF CONTENTS

This document, which forms part of a registration statement on Form N-14 filed with the U.S. Securities and Exchange Commission (the “SEC”) by Barings BDC (File No. 333-248817), constitutes a prospectus of Barings BDC, Inc., a Maryland corporation (“Barings BDC”), under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the shares of Barings BDC common stock, $0.001 par value per share (“Barings BDC Common Stock”), to be issued to the holders of shares of common stock, par value $0.01 per share (“MVC Common Stock”), of MVC Capital, Inc., a Delaware corporation (“MVC”), pursuant to the Agreement and Plan of Merger, dated as of August 10, 2020 (as may be amended from time to time, the “Merger Agreement”), by and among Barings BDC, MVC, Mustang Acquisition Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Barings BDC (“Acquisition Sub”), and Barings LLC, a Delaware limited liability company and investment adviser to Barings BDC (“Barings”). Pursuant to the Merger Agreement, Acquisition Sub will merge with and into MVC (the “First Step”), with MVC continuing as the surviving corporation and as a wholly-owned subsidiary of Barings BDC. Immediately after the effectiveness of the First Step (the “Effective Time”), MVC, as the surviving corporation, will merge with and into Barings BDC (together with the First Step, the “Merger”), with Barings BDC continuing as the surviving corporation.

In May 2020, the SEC adopted certain new disclosure rules applicable to transactions such as the Merger under SEC release No. 33-10786, Amendments to Financial Disclosures about Acquired and Disposed Businesses (the “Final Rule”), which among other things, adds a new rule Regulation S-X Rule 6-11 that eliminates the requirement to provide pro forma financial information for fund acquisitions if certain supplemental information is disclosed, as described under Regulation S-X Rule 6-11(d) (“Regulation S-X Rule 6-11(d)”). Furthermore, the Final Rule amends Form N-14 to make the disclosure requirements consistent with Regulation S-X Rule 6-11(d). The Final Rule is effective January 1, 2021, but it permits voluntary early compliance provided that a registrant adopts the Final Rule and applies the Final Rule in its entirety from the date of early compliance. Barings BDC has elected to early adopt the provisions of the Final Rule. Under the Final Rule, Barings BDC has determined that it has met the supplemental disclosure requirements consistent with Regulation S-X Rule 6-11(d) as it has (1) included a pro forma fee table, showing (a) the pre-transaction fee structures of Barings BDC and MVC and (b) the post-transaction fee structure of the combined company, (2) determined that the Merger would not result in a material change in MVC’s investment portfolio due to investment restrictions and (3) determined that there are no material differences in accounting policies between Barings BDC and MVC.

This document also constitutes a joint proxy statement of Barings BDC and MVC under Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). It also constitutes a notice of meeting with respect to: (1) the Special Meeting of Stockholders of Barings BDC (the “Barings BDC Special Meeting”), at which holders of shares of Barings BDC Common Stock will be asked to vote upon the Merger Stock Issuance Proposal (as defined below), the Barings BDC Below NAV Issuance Proposal (as defined below), the Barings BDC Advisory Agreement Amendment Proposal (as defined below) and, if necessary or appropriate, the Barings BDC Adjournment Proposal (as defined below); and (2) the Special Meeting of Stockholders of MVC (the “MVC Special Meeting”), at which MVC stockholders will be asked to vote upon the Merger Proposal (as defined below) and, if necessary or appropriate, the MVC Adjournment Proposal (as defined below).

You should rely only on the information contained in this joint proxy statement/prospectus, including in determining how to vote the shares of Barings BDC Common Stock or MVC Common Stock, as applicable. No one has been authorized to provide you with information that is different from that contained in this joint proxy statement/prospectus. This joint proxy statement/prospectus is dated [•], 2020. You should not assume that the information contained in this joint proxy statement/prospectus is accurate as of any date other than that date. Neither any mailing of this joint proxy statement/prospectus to Barings BDC stockholders or MVC stockholders nor the issuance of Barings BDC Common Stock in connection with the Merger will create any implication to the contrary.

This joint proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

The questions and answers below highlight only selected information from this joint proxy statement/prospectus. They do not contain all of the information that may be important to you. You should carefully read this entire document to fully understand the Merger Agreement and the transactions contemplated thereby (including the Merger) and the voting procedures for the Barings BDC Special Meeting and the MVC Special Meeting (collectively, the “Special Meetings”).

MVC is furnishing these materials to MVC stockholders in connection with the solicitation of proxies by the board of directors of MVC (the “MVC Board”) for use at the MVC Special Meeting to be held virtually at 9:00 a.m., Eastern Time, on December 17, 2020 at the following website: www.virtualshareholdermeeting.com/MVC2020SM, and any adjournments or postponements thereof.

This joint proxy statement/prospectus and the accompanying materials are being made available on or about [•], 2020 to stockholders of record of Barings BDC and MVC described below and are available at www.proxyvote.com.

Important notice regarding the availability of proxy materials for the Barings BDC Special Meeting. Barings BDC’s joint proxy statement/prospectus and the proxy card are available at www.proxyvote.com.

through the Internet requires you to input the control number located on your proxy card. After inputting the control number, you will be prompted to direct your proxy to vote on each proposal. You will have an opportunity to review your directions and make any necessary changes before submitting your directions and terminating the telephone call or Internet link. If you are the beneficial owner of your shares, you will need to follow the instructions provided by your broker, bank, trustee or nominee regarding how to instruct your broker, bank, trustee or nominee to vote your shares at the MVC Special Meeting.

Important notice regarding the availability of proxy materials for the MVC Special Meeting. MVC’s joint proxy statement/prospectus and the proxy card are available www.proxyvote.com.

Barings BDC Special Meeting, will constitute a quorum. Shares held by a broker, bank, trustee or nominee for which the broker, bank, trustee or nominee has not received voting instructions from the record holder as to how to vote such shares and does not have discretionary authority to vote the shares on non-routine proposals (which are considered “broker non-votes” with respect to such proposals) will not be treated as shares present for quorum purposes.

The Barings BDC Below NAV Issuance Proposal requires the affirmative vote of each of the following: (1) a majority of the outstanding voting securities of Barings BDC Common Stock; and (2) a majority of the outstanding voting securities of Barings BDC Common Stock that are not held by affiliated persons of Barings BDC. For purposes of this proposal, the Investment Company Act of 1940, as amended (the “Investment Company Act”), defines a “majority of the outstanding voting securities” as the vote of the lesser of: (1) 67% or more of the voting securities of Barings BDC present at the Barings BDC Special Meeting, if the holders of more than 50% of the outstanding voting securities of Barings BDC are present virtually or represented by proxy; or (2) more than 50% of the outstanding voting securities of Barings BDC. Abstentions and broker non-votes (if any) will have the effect of a vote “against” the Barings BDC Below NAV Issuance Proposal.

The Barings Advisory Agreement Amendment Proposal requires the affirmative vote by the stockholders of Barings BDC holding a majority of the outstanding voting securities of Barings BDC Common Stock entitled to vote at the Barings BDC Special Meeting. For purposes of this proposal, the Investment Company Act defines “a majority of outstanding voting securities” of a company as the lesser of: (1) 67% or more of the voting securities present at the Barings BDC Special Meeting if the holders of more than 50% of the outstanding voting securities of Barings BDC are present virtually or represented by proxy; or (2) more than 50% of the outstanding voting securities of Barings BDC. Abstentions and broker non-votes (if any) will have the same effect as votes “against” the Barings BDC Advisory Agreement Amendment Proposal.

The Barings BDC Adjournment Proposal requires the affirmative vote of the holders of at least a majority of votes cast by holders of shares of Barings BDC Common Stock present at the Barings BDC Special Meeting, virtually or represented by proxy, and entitled to vote thereat is required to approve the Barings BDC Adjournment Proposal. Abstentions and broker non-votes (if any) will not be counted as votes cast and will have no effect on the result of the vote of the Barings BDC Adjournment Proposal.

Abstentions and broker non-votes (which occur when a beneficial owner does not instruct its broker, bank, trustee or nominee holding its shares of MVC Common Stock how to vote such shares on its behalf), if any, will not be included in determining the number of votes cast and, as a result, will have no effect on the voting outcome of the MVC Adjournment Proposal and will count as a vote against Merger Proposal.

Stockholder approval of the Barings BDC Advisory Agreement Amendment Proposal, the Barings BDC Adjournment Proposal and the MVC Adjournment Proposal are not conditions to closing of the Merger.

The registration statement (of which this joint proxy statement/prospectus forms a part), notice of special meeting of stockholders and the proxy card are available at www.proxyvote.com.

Pursuant to the rules adopted by the SEC, Barings BDC and MVC furnish proxy materials by email to those stockholders who have elected to receive their proxy materials electronically. While each of Barings BDC and MVC encourages stockholders to take advantage of electronic delivery of proxy materials, which helps to reduce the environmental impact of stockholder meetings and the cost associated with the physical printing and mailing of materials, stockholders who have elected to receive proxy materials electronically by email, as well as beneficial owners of shares of Barings BDC Common Stock and MVC Common Stock, as applicable, held by a broker or custodian, may request a printed set of proxy materials.

If you are an MVC stockholder, you can contact MVC by calling MVC collect at (914) 510-9400, by sending an email to MVC at ir@mvccapital.com, or by writing to MVC at 287 Bowman Avenue, 2^nd Floor, Purchase, New York 10577, Attention: Investor Relations, or by visiting MVC’s website at www.mvccapital.com or you may contact MacKenzie Partners, Inc., MVC’s proxy solicitor, toll-free at 1-800-322-3885.

Covenants — RIC Tax Issues”) of MVC and changes of the Euro-to-U.S. dollar exchange rate between April 30, 2020 and the closing date of the Merger (the “Closing Date”) relating to certain of MVC’s investments (the “Euro-Dollar Exchange Rate Adjustment”).

Barings BDC intends to continue to make distributions on a quarterly basis to Barings BDC stockholders out of assets legally available for distribution. All distributions will be paid at the discretion of the Barings BDC Board and will depend on Barings BDC’s earnings, financial condition, maintenance of its status as a “regulated investment company” (“RIC”) under Subchapter M of the Code, compliance with applicable business development company (“BDC”) regulations and such other factors as the Barings BDC Board may deem relevant from time to time. Barings BDC cannot guarantee that it will pay distributions to stockholders in the future. For a history of the dividends and distributions paid by Barings BDC since January 1, 2018, see “Market Price, Dividend and Distribution Information—Barings BDC.” For a history of the dividends and distributions paid by MVC since January 1, 2018, see “Market Price, Dividend and Distribution Information—MVC.”

Barings BDC has adopted a dividend reinvestment plan that provides for reinvestment of Barings BDC’s distributions on behalf of Barings BDC stockholders, unless a stockholder elects to receive cash as provided below. As a result, if the Barings BDC Board authorizes, and Barings BDC declares, a cash distribution, then Barings BDC stockholders who have not “opted out” of Barings BDC’s dividend reinvestment plan will have their cash distributions automatically reinvested in additional shares of Barings BDC Common Stock, rather than receiving the cash. See “Barings BDC Dividend Reinvestment Plan” for additional information regarding Barings BDC’s dividend reinvestment plan. To opt-out of the Barings BDC dividend reinvestment plan, a Barings BDC stockholder should notify Computershare, Inc., the plan administrator, in writing at Computershare, Inc., P.O. Box 505000, Louisville, Kentucky 40233, so that such notice is received by the plan administrator no later than the applicable record date for a dividend to Barings BDC stockholders.

done, all things necessary, proper or advisable to consummate the transactions contemplated by the Merger Agreement, including the Merger, in the most expeditious manner practicable. There can be no assurance that any permits, consents, approvals, confirmations or authorizations will be obtained or that such permits, consents, approvals, confirmations or authorizations will not impose conditions or requirements that, individually or in the aggregate, would or could reasonably be expected to have a material adverse effect on the financial condition, results of operations, assets or business of the combined company following the Merger.

The following table presents a comparison of Barings BDC’s and MVC’s investment objectives and strategies:

Notwithstanding the differences in investment objective and strategy, Barings BDC does not anticipate any material repositioning of assets acquired in the Merger following the Merger.

Though there are some similarities associated with the risks of an equity investment in Barings BDC and MVC, there are various differences in such risks due to the different investment objective, investment focus and target investment of Barings BDC and MVC. See “Risk Factors—Risks Relating to the Merger—The

investment objectives and investment strategy of Barings BDC differ from the investment objectives and investment strategy of MVC, and therefore an equity investment in Barings BDC has different risks than an equity investment in MVC.”

Prior to the Merger, MVC is expected to dispose of certain portfolio investments constituting approximately 14.67% of the total MVC portfolio investments as of July 31, 2020. The estimated transaction costs expected to be borne by MVC in connection with the repositioning of such investments are approximately $0.4 million, which represent approximately 0.24% of MVC’s net assets as of July 31, 2020. Barings BDC does not anticipate material portfolio repositioning of the assets acquired in the Merger following the Merger. Over time, as MVC investments acquired by Barings BDC in the Merger mature, it is anticipated that Barings BDC will use the proceeds to make new investments in senior secured private debt investments in well-established middle-market businesses that operate across a wide range of industries, consistent with Barings BDC’s current investment strategy.

Barings BDC Common Stock received in the Merger (determined at the Effective Time) over (b) the U.S. stockholder’s tax basis in the shares of MVC Common Stock surrendered in the Merger. If a U.S. stockholder recognizes gains equal to the amount described in clause (1) rather than clause (2) of the preceding sentence, such U.S. stockholder will also recognize gains attributable to cash received in lieu of a fractional share of Barings BDC Common Stock in an amount equal to the difference between the amount of cash received and the portion of the basis of the MVC Common Stock surrendered that is allocable to the fractional share. Any gains recognized generally will be capital gains, and any such capital gains generally will be long-term capital gains, provided certain holding period and other requirements are met. MVC Tax Dividends paid by MVC should not be treated for U.S. federal income tax purposes as part of the consideration paid for shares of MVC Common Stock in the Merger but instead should be treated for U.S. federal income tax purposes as a distribution with respect to the MVC Common Stock. The U.S. federal income tax treatment of the Cash Consideration is uncertain in many respects. Although not free from doubt, MVC, Barings and Barings BDC intend that the Cash Consideration be treated by holders of MVC Common Stock as the receipt of ordinary income (as opposed to additional consideration received in exchange for MVC Common Stock) and have agreed to report the payment of the Cash Consideration in a manner consistent with its treatment as ordinary income to the holders of MVC Common Stock.

Currently, Barings BDC stockholders pay a base management fee equal to 1.375% of Barings BDC’s average gross assets under the Existing Barings BDC Advisory Agreement. Barings BDC is proposing to amend the Barings BDC Existing Advisory Agreement in the Barings BDC Advisory Agreement Amendment Proposal to, among other things, reduce the Barings BDC base management fee to 1.250%. As a result, Barings BDC stockholders will pay a lower base management fee after the Merger if the Barings BDC Existing Advisory Agreement is approved. See “Barings BDC Proposal 3: The Barings BDC Advisory Agreement Amendment Proposal.”

Under the MVC Investment Advisory Agreement, MVC stockholders pay a 2.00% base management fee based on MVC’s total assets, minus cash. However, for the fiscal years ended October 31, 2018, 2019 and 2020, MVC was party to a base management fee waiver from TTG Advisers that tied management fees to the average daily discount of the closing price of MVC Common Stock to MVC’s NAV for the prior fiscal

quarter (“NAV discount”) as follows (the “Base Fee Reduction”): (1) if MVC’s NAV discount was greater than 20%, the management fee for the then-current quarter was reduced to 1.25% of total assets, less cash; (2) if the NAV discount was between 10% and 20%, the management fee was 1.50% of total assets, less cash; and (3) if the NAV discount was less than 10% or eliminated, the management fee of 1.50% of total assets, less cash, was re-examined, but in no event would it exceed 1.75% of total assets, less cash. For example, for the quarter ended July 31, 2020, MVC’s effective base management fee was 1.25%. As a result, regardless of whether the Barings BDC Advisory Agreement Amendment is approved, MVC stockholders will pay a higher base management fee (as a percentage of pro forma net assets) than they did prior to the Merger as stockholders of MVC (as a percentage of MVC’s net assets) during the period when the Base Fee Reduction was in effect at a 20% NAV discount level for MVC. However, on October 31, 2020, the Base Fee Reduction expired, resulting in MVC’s base management fee being equal to 2.00% of total assets, less cash, for the fiscal year. As a result, MVC stockholders will pay a base management fee to Barings under the Barings BDC Existing Advisory Agreement or the New Barings BDC Advisory Agreement, as applicable, that is less than the 2.00% base management fee otherwise payable to TTG Advisers in this fiscal year.

In addition to the other information included in this document, stockholders should carefully consider the risks described below in determining whether to approve, in the case of Barings BDC stockholders, (1) the Merger Stock Issuance Proposal; (2) the Barings BDC Below NAV Issuance Proposal; and (3) the Barings BDC Advisory Agreement Amendment Proposal, and in the case of MVC stockholders, the Merger Proposal. The information in “Risk Factors” in Part I, Item 1A of Barings BDC’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 and in Part II, Item 1A of Barings BDC’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2020, June 30, 2020 and September 30, 2020 is incorporated herein by reference for general risks related to Barings BDC. The information in “Risk Factors” in Part I, Item 1A of MVC’s Annual Report on Form 10-K for the fiscal year ended October 31, 2019 and in Part II, Item 1A of MVC’s Quarterly Reports on Form 10-Q for the quarters ended January 31, 2020, April 30, 2020 and July 31, 2020 is incorporated herein by reference for general risks related to MVC.

The risks, as set out below and incorporated by reference herein are not the only risks Barings BDC and MVC and, following the Merger, the combined company, face. Additional risks and uncertainties not currently known to Barings BDC or MVC or that they currently deem to be immaterial also may materially adversely affect their or, following the Merger, the combined company’s, business, financial condition or operating results. If any of the following events occur, Barings BDC or MVC or, following the Merger, the combined company’s, business, financial condition or results of operations could be materially adversely affected. See also “Incorporation by Reference for Barings BDC,” “Incorporation by Reference for MVC” and “Where You Can Find More Information” in this joint proxy statement/prospectus.

The market value of the Merger Consideration may vary from the closing price of Barings BDC Common Stock on the date the Merger was announced, on the date that this joint proxy statement/prospectus was made available to stockholders, on the date of the Barings BDC Special Meeting or the date of the MVC Special Meeting and on the date the Merger is completed. Any change in the market price of Barings BDC Common Stock prior to completion of the Merger will affect the market value of the aggregate Merger Consideration that MVC stockholders will receive upon completion of the Merger. Additionally, the Exchange Ratio will fluctuate as the respective NAVs of Barings BDC and MVC change prior to the Closing Date.

Accordingly, at the time of the MVC Special Meeting, MVC stockholders will not know or be able to calculate the market value of the Merger Consideration they would receive upon completion of the Merger. Neither Barings BDC nor MVC is permitted to terminate the Merger Agreement or resolicit the vote of their respective stockholders solely because of changes in the market price of shares of Barings BDC Common Stock. There will be no adjustment to the Merger Consideration for changes in the market price of shares of Barings BDC Common Stock.

Changes in the market price of Barings BDC Common Stock may result from a variety of factors, including, among other things:

See “Special Note Regarding Forward-Looking Statements” for other factors that could cause the market price of Barings BDC Common Stock to change.

These factors are generally beyond the control of Barings BDC. The range of high and low closing sales prices of Barings BDC Common Stock as reported on the NYSE for the nine months ended September 30, 2020, was a low of $5.34 to a high of $10.54. However, historical trading prices are not necessarily indicative of future performance. You should obtain current market quotations for shares of Barings BDC Common Stock prior to the Special Meetings.

The total value of the consideration to be received by MVC stockholders on the Closing Date is subject to adjustment as set forth in the Merger Agreement and may be different than the estimated total consideration described in this joint proxy statement/prospectus. Factors that will impact the total value of consideration that will be received by MVC stockholders, include the number of outstanding shares of Barings BDC Common Stock and MVC Common Stock, any MVC Tax Dividends paid by MVC, any undistributed ICTI and/or undistributed Net Capital Gain of MVC, any RIC Tax Liability of MVC, and the Euro-Dollar Exchange Rate Adjustment.

Based on the number of outstanding shares of MVC Common Stock as of the close of business on August 7, 2020, Barings BDC would issue approximately 16.7 million shares of Barings BDC Common Stock pursuant to the Merger Agreement. Former MVC stockholders may decide not to hold the shares of Barings BDC Common Stock that they receive pursuant to the Merger Agreement. In addition, Barings BDC stockholders may decide not to hold their shares of Barings BDC Common Stock after completion of the Merger. In each case, such sales of Barings BDC Common Stock could have the effect of depressing the market price for Barings BDC Common Stock and may take place promptly following the completion of the Merger.

MVC stockholders will experience a substantial reduction in their respective percentage ownership interests and effective voting power in respect of the combined company relative to their respective percentage ownership interests in MVC prior to the Merger. Consequently, MVC stockholders should expect to exercise less influence over the management and policies of the combined company following the Merger than they currently exercise over the management and policies of MVC. Barings BDC stockholders will experience a substantial reduction in their respective percentage ownership interests and effective voting power in respect of the combined company relative to their respective ownership interests in Barings BDC prior to the Merger. Consequently, Barings BDC stockholders should expect to exercise less influence over the management and policies of the combined company following the Merger than they currently exercise over the management and policies of Barings BDC.

If the Merger is consummated, based on the number of shares of Barings BDC Common Stock issued and outstanding on the Closing Date, it is expected that current Barings BDC stockholders will own approximately 74.2% of the outstanding Barings BDC Common Stock and former MVC stockholders will own approximately 25.8% of the outstanding Barings BDC Common Stock. In addition, both prior to and after completion of the Merger, subject to certain restrictions in the Merger Agreement and Barings BDC Stockholder Approval, Barings BDC may issue additional shares of Barings BDC Common Stock (including, subject to certain restrictions under the Investment Company Act, at prices below Barings BDC Common Stock’s then-current NAV per share), all of which would further reduce the percentage ownership of the combined company held by former MVC stockholders and current Barings BDC stockholders. In addition, the issuance or sale by Barings BDC of shares of Barings BDC Common Stock at a discount to NAV poses a risk of economic dilution to stockholders.

At the Barings BDC Special Meeting, subject to certain determinations required to be made by the Barings BDC Board, Barings BDC stockholders are being asked to approve Barings BDC’s ability to issue shares of Barings

BDC Common Stock at a price below the then-current NAV per share in connection with the Merger in the event that at the time of such issuance, Barings BDC’s then-current NAV per share is greater than the value of the shares of MVC Common Stock being exchanged.

Under the Merger Agreement, the Exchange Ratio was fixed on August 10, 2020, at the signing of the Merger Agreement, subject to certain adjustments pursuant to the Merger Agreement. The Exchange Ratio was determined taking into account the NAV per share of Barings BDC Common Stock and MVC Common Stock as of June 30, 2020 and April 30, 2020, respectively, and is not subject to adjustment based on changes in the NAV per share of Barings BDC Common Stock or MVC Common Stock. In that regard, regardless of the date on which the Merger is consummated and the resulting date on which the shares of Barings BDC Common Stock are issued, the Exchange Ratio upon which the shares of Barings BDC Common Stock will be issued will not change (except for those adjustments described under “Description of the Merger Agreement—Merger Consideration”). Consequently, if, on the date that the Barings BDC Common Stock is issued, the per share value of the MVC Common Stock were to decrease from its per share value as of April 30, 2020 and the NAV of Barings BDC Common Stock were to remain the same, then Barings BDC could be deemed to be issuing shares at a price below its then-current NAV per share. As a result, it is not known at this time whether Barings BDC will be issuing shares of Barings BDC Common Stock at a price below the then-current NAV per share to MVC stockholders in connection with the Merger. The determination of whether Barings BDC is issuing its shares of Barings BDC Common Stock at a price below the then-current net asset value per share will be made at or around the time of the closing of the Merger.

If Barings BDC were to issue shares of Barings BDC Common Stock below its then-current NAV per share in connection with the Merger, such sales would result in an immediate dilution to the NAV per share of Barings BDC Common Stock. This dilution would occur as a result of the issuance of shares at a price below the then-current NAV per share of Barings BDC Common Stock and a proportionately greater decrease in the stockholders’ interest in Barings BDC’s earnings and assets and their voting interest in Barings BDC than the increase in Barings BDC’s assets resulting from such issuance. Because the NAV of shares of Barings BDC Common Stock at or around the time of the Merger is not currently known, the actual dilutive effect cannot be predicted.

The realization of certain benefits anticipated as a result of the Merger will depend in part on the integration of MVC’s investment portfolio with Barings BDC’s and the integration of MVC’s business with Barings BDC’s. There can be no assurance that MVC’s investment portfolio or business can be operated profitably or integrated successfully into Barings BDC’s operations in a timely fashion or at all. The dedication of management resources to such integration may divert attention from the day-to-day business of the combined company and there can be no assurance that there will not be substantial costs associated with the transition process or there will not be other material adverse effects as a result of these integration efforts. Such effects, including incurring unexpected costs or delays in connection with such integration and failure of MVC’s investment portfolio to perform as expected, could have a material adverse effect on the financial results of the combined company.

Barings BDC also expects to achieve certain cost savings from the Merger when the two companies have fully integrated their portfolios. It is possible that the estimates of the potential cost savings could ultimately be incorrect. The cost savings estimates also assume Barings BDC will be able to combine the operations of Barings BDC and MVC in a manner that permits those cost savings to be fully realized. If the estimates turn out to be incorrect or if Barings BDC is not able to successfully combine MVC’s investment portfolio or business with the operations of Barings BDC, the anticipated cost savings may not be fully realized, or realized at all, or may take longer to realize than expected.

The announcement and pendency of the proposed Merger could cause disruptions in and create uncertainty surrounding both Barings BDC’s and MVC’s business, including affecting its relationships with its existing and future borrowers, which could have a significant negative impact on its future revenues and results of operations, regardless of whether the Merger is completed. In addition, Barings BDC and MVC have diverted, and will

continue to divert, significant management resources towards the completion of the Merger, which could have a significant negative impact on each of their future revenues and results of operations.

MVC and Barings BDC are also subject to restrictions on the conduct of each of their businesses prior to the completion of the Merger as provided in the Merger Agreement, generally requiring MVC and Barings BDC to conduct their business only in the ordinary course and subject to specific limitations, including, among other things, certain restrictions on its ability to make certain investments and acquisitions, sell, transfer or dispose of its assets, amend its organizational documents and enter into or modify certain material contracts. These restrictions could prevent MVC or Barings BDC from pursuing otherwise attractive business opportunities, industry developments and future opportunities and may otherwise have a significant negative impact on its future investment income and results of operations. For more information about the restrictions applicable to Barings BDC and MVC, see “Description of the Merger Agreement—Interim Operations of Barings BDC” and “Description of the Merger Agreement—Interim Operations of MVC,” respectively, below.

The Merger may not be completed. If the Merger is not completed, MVC and Barings BDC will have incurred substantial expenses for which no ultimate benefit will have been received. Both companies have incurred out-of-pocket expenses in connection with the Merger for investment banking, legal and accounting fees and financial printing and other related charges, much of which will be incurred even if the Merger is not completed. In addition, under certain circumstances, MVC may be required to pay all of Barings BDC’s expenses incurred in connection with the Merger, subject to a maximum reimbursement payment of $1,175,175.

If the Merger Agreement is terminated, there may be various consequences, including:

The Merger may not be completed. The Merger Agreement provides that, upon the valid termination of the Merger Agreement under certain circumstances, Barings BDC may be required to pay or cause to be paid to MVC a termination fee of approximately $4,700,701, or MVC may be required to pay or cause to be paid to Barings BDC a termination fee of $2,937,938. See “Description of the Merger Agreement—Termination of the Merger Agreement” for a discussion of the circumstances that could result in the payment of the termination fees.

Either MVC or Barings BDC may terminate the Merger Agreement if the Effective Time has not occurred by February 10, 2021. However, this right to terminate the Merger Agreement will not be available to MVC or Barings BDC if the failure of such party to perform any of its obligations under the Merger Agreement has been

the principal cause of or resulted in the failure of the Merger to be complete on or before such date. Termination of the Merger Agreement will also result in termination of the Voting Agreements. For more information, see the sections entitled “Description of the Merger Agreement — Termination of the Merger Agreement.”

While there can be no assurances as to the exact timing, or that the Merger will be completed at all, Barings BDC and MVC are working to complete the Merger in the fourth quarter of 2020. The Merger is subject to closing conditions, including required regulatory approvals (including the expiration of the waiting period under the HSR Act, and the rules and regulations thereunder and the approval of the European Commission pursuant to the Council Regulation (EC) No 139/2004 of 20 January 2004 on the control of concentrations between undertakings (the “EU Merger Regulation”), and certain approvals of Barings BDC’s and MVC’s respective stockholders that, if not satisfied, will prevent the Merger from being completed. Early termination of the waiting period under the HSR Act was granted on September 30, 2020. The closing condition that Barings BDC stockholders approve the issuance of shares of Barings BDC Common Stock in connection with the Merger and the issuance of shares of Barings BDC Common Stock in connection with the Merger at a price below its then-current NAV may not be waived and must be satisfied for the Merger to be completed. Barings BDC currently expects that all directors and executive officers of Barings BDC will vote their shares of Barings BDC Common Stock in favor of the proposals presented at the Barings BDC Special Meeting. If Barings BDC stockholders do not approve the issuance of shares of Barings BDC Common Stock in connection with the Merger and the issuance of Barings BDC Common Stock in connection with the Merger at a price below its then-current NAV and the Merger is not completed, the resulting failure of the Merger could have a material adverse impact on Barings BDC’s business and operations. The closing condition that MVC stockholders adopt the Merger Agreement may not be waived and must be satisfied for the Merger to be completed. If MVC stockholders do not adopt the Merger Agreement and the Merger is not completed, the resulting failure to complete the Merger could have a material adverse impact on MVC’s business and operations.

Uncertainty about the effect of the Merger may have an adverse effect on Barings BDC and MVC and, consequently, on the combined company following completion of the Merger. These uncertainties may impair Barings’ and TTG Advisers’ abilities to motivate key personnel until the Merger is consummated and could cause those who deal with Barings BDC and MVC to seek to change their existing business relationships with Barings BDC and MVC, respectively. In addition, the Merger Agreement restricts Barings BDC and MVC from taking actions that they might otherwise consider to be in their best interests. These restrictions may prevent Barings BDC and MVC from pursuing certain business opportunities that may arise prior to the completion of the Merger, including restrictions on them pursuing alternatives to the Merger. Please see the section entitled “Description of the Merger Agreement—Interim Operations of MVC” and “Description of the Merger Agreement—Interim Operations of Barings BDC” for a description of the restrictive covenants to which MVC and Barings BDC are subject.

The Merger Agreement prohibits MVC from soliciting alternatives to the Merger and imposes limitations on MVC’s ability to respond to and negotiate unsolicited proposals received from third parties. The Merger Agreement contains customary non-solicitation and other provisions that, subject to limited exceptions, limit MVC’s ability to discuss, facilitate or commit to competing third-party proposals to acquire all or a significant part of MVC. MVC can consider and participate in discussions and negotiations with respect to an alternative proposal only in very limited circumstances so long as certain notice and other procedural requirements are satisfied. In addition, subject to certain procedural requirements (including the ability of Barings BDC to revise its offer) and the payment of an $2,937,938 termination fee and the reimbursement of up to $1,175,175 in expenses incurred by Barings BDC, MVC may terminate the Merger Agreement and enter into an agreement with a third party that makes a superior proposal. These provisions may discourage a potential competing

acquirer that might have an interest in acquiring all or a significant part of MVC from considering or proposing that acquisition even if it were prepared to pay consideration with a higher per share market price than that proposed in connection with the Merger.

If the Merger is not completed, the MVC Strategic Review Committee and the MVC Board may review and consider various alternatives available to MVC, including, among others, continuing as a standalone public company with no material changes to its business or seeking an alternate transaction (including, but not limited to, liquidation). These strategic or other alternatives available to MVC may involve various additional risks to its business, including, among others, distraction of its management team and associated expenses as described above in connection with the proposed Merger, and risks and uncertainties related to its ability to complete any such alternatives and other variables which may adversely affect its operations.

Certain conditions to Barings BDC’s and MVC’s obligations to complete the Merger may be waived, in whole or in part, to the extent legally allowed, either unilaterally or by agreement of Barings BDC and MVC. In the event that any such waiver does not require resolicitation of stockholders, the parties to the Merger Agreement will have the discretion to complete the Merger without seeking further stockholder approval. Accordingly, the terms and conditions as set forth in the Merger Agreement and described herein, including certain protections to Barings BDC and MVC, may be waived. The conditions requiring approval of Barings BDC stockholders and MVC stockholders, however, cannot be waived.

The rights associated with MVC Common Stock are different from the rights associated with Barings BDC Common Stock. See “Comparison of Barings BDC and MVC stockholder Rights.”

The businesses of Barings BDC and MVC differ in some respects and, accordingly, the results of operations of the combined company and the market price of Barings BDC Common Stock after the Merger may be affected by factors different from those currently affecting the independent results of operations of each of Barings BDC and MVC. These factors include:

Accordingly, the historical trading prices and financial results of Barings BDC may not be indicative of these matters for the combined company following the Merger.

Certain agreements of Barings BDC and MVC or their controlled affiliates will or may require the consent of one or more counterparties in connection with the Merger. The failure to obtain any such consent may permit such counter-parties to terminate, or otherwise increase their rights or Barings BDC’s or MVC’s obligations under, any such agreement because the Merger may violate an anti-assignment, change of control or similar provision. If this happens, Barings BDC or MVC may have to seek to replace that agreement with a new agreement or seek a waiver or amendment to such agreement. Barings BDC and MVC cannot assure you that Barings BDC or MVC will be able to replace, amend or obtain a waiver under any such agreement on comparable terms or at all.

If any such agreement is material, the failure to obtain consents, amendments or waivers under, or to replace on similar terms or at all, any of these agreements could adversely affect the financial performance or results of operations of the combined company following the Merger, including preventing Barings BDC from operating a material part of MVC’s business.

In addition, the consummation of the Merger may violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event that, with or without notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation, acceleration or other change of any right or obligation (including any payment obligation) under Barings BDC’s or MVC’s agreements. Any such violation, conflict, breach, loss, default or other effect could, either individually or in the aggregate, have a material adverse effect on the financial condition, results of operations, assets or business of the combined company following completion of the Merger.

The opinion to the Barings BDC Board from its financial advisor and the opinion to the MVC Board and the MVC Strategic Review Committee from MVC’s financial advisor were both delivered on, and dated, August 10, 2020. Changes in the operations and prospects of Barings BDC or MVC, general market and economic conditions and other factors that may be beyond the control of Barings BDC or MVC, may significantly alter the value of MVC or the prices of shares of Barings BDC Common Stock or MVC Common Stock by the time the Merger is completed. The opinions do not speak as of the time the Merger will be completed or as of any date other than the date of such opinions. The recommendations of the Barings BDC Board and the MVC Board that their respective stockholders vote “FOR” the approval of the matters described in this joint proxy statement/prospectus are made as of the date of this joint proxy statement/prospectus. For a description of the opinion of MVC’s financial advisor to the MVC Board and the MVC Strategic Review Committee, see “The Merger—Opinion of the Financial Advisor to MVC.” For a description of the opinion that Barings BDC received from its financial advisor, see “The Merger—Opinion of the Financial Advisor to Barings BDC.”

MVC’s directors and executive officers have certain interests in the Merger that are different from, or in addition to, the interests of MVC stockholders. The members of the MVC Board and the MVC Strategic Review Committee were aware of and considered these interests, among other matters, in evaluating and negotiating the Merger Agreement and the Merger and in recommending to MVC stockholders that the First Step be approved.

In addition, certain Barings BDC’s directors and executive officers have certain interests in the Merger that are different from, or in addition to, the interests of Barings BDC stockholders. The members of the Barings BDC Board, including the Barings BDC Independent Directors, were aware of and considered these interests, among other matters, in evaluating and negotiating the Merger Agreement and the Merger.

These interests are described in more detail in the section of this joint proxy statement/prospectus entitled “The Merger—Interests of Certain Persons Related to MVC in the Merger” and The Merger—Interests of Certain Persons Related to Barings BDC in the Merger.”

Following completion of the Merger, the combined company may seek significant ongoing capital funding and, although MVC and Barings BDC anticipate that the combined company will be able to obtain such funding through cash generated from operations and subsequent debt, equity or hybrid offerings, there can be no assurances that the combined company will be able to obtain financing on acceptable terms or at all.

MVC and Barings BDC have incurred and expect to incur additional material non-recurring expenses in connection with the Merger and completion of the transactions contemplated by the Merger Agreement. MVC and Barings BDC have incurred significant legal, advisory and financial services fees in connection with the

process of negotiating and evaluating the terms of the Merger. Additional significant unanticipated costs may be incurred in the course of coordinating the businesses of MVC and Barings BDC after completion of the Merger. Even if the Merger is not completed, MVC and Barings BDC will need to pay certain costs relating to the Merger incurred prior to the date the Merger was abandoned, such as legal, accounting, financial advisory, filing and printing fees. Such costs may be significant and could have an adverse effect on the parties’ future results of operations, cash flows and financial condition.

From time to time, MVC and Barings BDC may be subject to legal actions, including securities class action lawsuits and derivative lawsuits, as well as various regulatory, governmental and law enforcement inquiries, investigations and subpoenas in connection with the Merger. These or any similar securities class action lawsuits and derivative lawsuits, regardless of their merits, may result in substantial costs and divert management time and resources. An adverse judgment in such cases could have a negative impact on MVC’s or Barings BDC’s liquidity and financial condition or could prevent the Merger from being completed.

Barings BDC and MVC intend that the Merger will qualify as a tax-free reorganization under Section 368(a) of the Code. If the Internal Revenue Service (the “IRS”) or a court determines that the Merger should not be treated as a tax-free reorganization under Section 368(a) of the Code, then a U.S. stockholder (as defined herein under the heading “Certain Material U.S. Federal Income Tax Consequences of the Merger”) would generally recognize gains or losses for U.S. federal income tax purposes upon the exchange of MVC Common Stock for Barings BDC Common Stock and cash in the Merger. For more information on certain U.S. federal income tax consequences of the Merger, see the section entitled “Certain Material U.S. Federal Income Tax Consequences of the Merger.”

With respect to the Cash Consideration, there is limited authority addressing the tax consequences of the receipt of merger consideration from a party other than the acquiror and, as a result, the tax consequences of the receipt of the Cash Consideration are not entirely clear. Barings, Barings BDC and MVC intend to take the position that the Cash Consideration received by U.S. stockholders is not treated as payment in exchange for MVC Common Stock, and they have agreed to take the position that the payment of the Cash Consideration received by a U.S. holder (as defined in the section entitled “Material U.S. Federal Income Tax Consequences of the Mergers”) is ordinary income (as opposed to additional consideration received in exchange for MVC Common Stock) to the holders of MVC Common Stock. It is possible, however, that the IRS would assert a contrary position that the Cash Consideration be treated as cash received in exchange for such holder’s MVC Common Stock.

As further described under the heading “How does Barings BDC’s investment objective and strategy differ from MVC’s?” on page 12, Barings BDC’s primary investment objective is to generate income by investing directly in privately-held middle-market companies to help these companies fund acquisitions, growth or refinancing. Barings BDC seeks to achieve its investment objective by investing in senior secured private debt investments in well-established middle-market businesses that operate across a wide range of industries. MVC’s investment objective, by contrast, is to seek to maximize total return from capital appreciation and/or income, though MVC’s current focus has been on yield generating investments. MVC seeks to achieve its investment objective by providing debt and equity financing to companies that are, for the most part, privately owned. MVC’s current investments in portfolio companies consist principally of senior and subordinated loans, mezzanine and preferred instruments and private equity investments. Stockholders of MVC will become stockholders of Barings BDC in connection with the closing of the Merger and, therefore, should understand the risks of an investment in Barings

BDC. Given the relative size of the constituent companies of the Merger (with Barings BDC having total assets of approximately $1.12 billion as of September 30, 2020 and MVC having total assets of approximately $220.9 million as of July 31, 2020), the risks related to an investment in the combined company will be weighted more towards the risks related to an investment in Barings BDC. This will increasingly be the case as MVC’s assets mature over time and Barings BDC redeploys proceeds from such assets in accordance with Barings BDC’s investment strategy.

The following tables are intended to assist you in understanding the costs and expenses that an investor in the common stock of Barings BDC or MVC bears directly or indirectly, and, based on the assumptions set forth below, the pro forma costs and expenses estimated to be incurred by the combined company in the first year following the Merger. Barings BDC and MVC caution you that some of the percentages indicated in the table below are estimates and may vary. Except where the context suggests otherwise, whenever this document contains a reference to fees or expenses paid or to be paid by “you,” “Barings BDC” or “MVC,” stockholders will indirectly bear such fees or expenses as investors in Barings BDC or MVC, as applicable. The table below is based on information as of September 30, 2020 with respect to Barings BDC and July 31, 2020 with respect to MVC (except as noted below).

The SEC requires that the percentages in the table below be calculated as a percentage of net assets (defined as total assets less indebtedness before taking into account any incentive fees payable during the period), rather than total assets, including assets that have been funded with borrowed monies.

The following example demonstrates the projected dollar amount of total cumulative expenses over various periods with respect to a hypothetical investment in Barings BDC, MVC or the combined company’s common stock following the Merger on a pro forma basis. In calculating the following expense amounts, each of Barings BDC and MVC has assumed that it would have no additional leverage and that its annual operating expenses would remain at the levels set forth in the tables above. Calculations for the pro forma combined company following the Merger assume that the Merger closed on September 30, 2020 and that the leverage and operating expenses of Barings BDC and MVC remain at the levels set forth in the tables above. Transaction expenses related to the Merger are not included in the following examples.

The foregoing tables are to assist you in understanding the various costs and expenses that an investor in Barings BDC, MVC or, following the Merger, the combined company’s common stock will bear directly or indirectly. While the example assumes, as required by the SEC, a 5% annual return, performance of Barings BDC, MVC and the combined company will vary and may result in a return greater or less than 5%. The incentive fee under each of the Barings BDC Investment Advisory Agreement, the MVC Investment Advisory Agreement and the New Barings BDC Advisory Agreement, assuming a 5% annual return, would either not be payable or have an immaterial impact on the expense amounts shown above in the example where there is no return from net realized capital gains, and thus are not included in those examples. Under each of the Barings BDC Investment Advisory Agreement, the MVC Investment Advisory Agreement and the New Barings BDC Advisory Agreement, no incentive fee would be payable if Barings BDC, MVC or the combined company, as applicable, has a 5% annual return with no capital gains, however, there would be incentive fees payable in the examples where the entire return is derived from realized capital gains. If sufficient returns are achieved on investments, including through the realization of capital gains, to trigger an incentive fee of a material amount, expenses, and returns to investors, would be higher. The example assumes that all dividends and other distributions are reinvested at NAV. Under certain circumstances, reinvestment of dividends and other distributions under the relevant dividend reinvestment plan may occur at a price per share that differs from NAV. See “Barings BDC Dividend Reinvestment Plan” and “MVC Dividend Reinvestment Plan” for additional information regarding Barings BDC’s and MVC’s dividend reinvestment plan, respectively.

The example and the expenses in the table above should not be considered a representation of Barings BDC’s, MVC’s, or, following the Merger, the combined company’s, future expenses, and actual expenses may be greater or less than those shown.

This joint proxy statement/prospectus, including the documents incorporated by reference herein, contains statements that constitute forward-looking statements, which relate to Barings BDC, MVC or, following the Merger, the combined company, regarding future events or the future performance or future financial condition of Barings BDC, MVC or, following the Merger, the combined company. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about Barings BDC, MVC or, following the Merger, the combined company, their industry and their respective beliefs and assumptions. The forward-looking statements contained in this joint proxy statement/prospectus involve risks and uncertainties. Actual results may differ materially from those in the forward-looking statements as a result of a number of factors, including:

Such forward-looking statements may include statements preceded by, followed by or that otherwise include the words “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential,” or “continue” or the negative of these terms or other similar words. The forward-looking statements contained in this joint proxy statement/prospectus involve risks and uncertainties. Actual results could differ materially from those implied or expressed in the forward-looking statements for any reason, including the factors set forth as “Risk Factors” in Barings BDC’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 and Barings BDC’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2020, June 30, 2020 and September 30, 2020 and MVC’s Annual Report on Form 10-K for the fiscal year ended October 31, 2019 and MVC’s Quarterly Reports on Form 10-Q for the quarters ended January 31, 2020, April 30, 2020 and July 31, 2020, as such factors may be updated from time to time in their periodic filings with the SEC, and elsewhere contained or incorporated by reference in this joint proxy statement/prospectus.

The forward-looking statements included in this joint proxy statement/prospectus and documents incorporated by reference into this joint proxy statement/prospectus have been based on information available to Barings BDC and/or MVC on the applicable date of the relevant document. Actual results could differ materially from those anticipated in Barings BDC’s and MVC’ forward-looking statements and future results could differ materially from historical performance. You are advised to consult any additional disclosures that Barings BDC or MVC may make directly to you or through reports that they have filed or in the future may file with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K. This joint proxy statement/prospectus and documents incorporated by reference into this joint proxy statement/prospectus contains or may contain statistics and other data that have been obtained from or compiled from information made available by third-party service providers. Neither Barings BDC nor MVC has independently verified such statistics or data.

You should understand that, under Sections 27A(b)(2)(B) of the Securities Act, and Section 21E(b)(2)(B) of the Exchange Act, the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 do not apply to statements made in connection with any offering of securities pursuant to this joint proxy statement/prospectus, any prospectus supplement or in periodic reports Barings BDC or MVC file under the Exchange Act.

The Barings BDC Special Meeting will be held virtually at 8:00 a.m., on December 17, 2020 at the following website: www.virtualshareholdermeeting.com/BBDC2020SM. This joint proxy statement/prospectus will be made available to Barings BDC stockholders of record as of October 29, 2020 on or about [•], 2020.

At the Barings BDC Special Meeting, Barings BDC stockholders will be asked to approve the Merger Stock Issuance Proposal, the Barings BDC Below NAV Issuance Proposal and the Barings BDC Advisory Agreement Amendment Proposal, and, if necessary or appropriate, the Barings BDC Adjournment Proposal.

The Barings BDC Board unanimously approved the Merger Agreement and the transactions contemplated thereby, including the Merger, the Merger Stock Issuance Proposal, the Barings BDC Below NAV Issuance Proposal and the Barings BDC Advisory Agreement Amendment Proposal and unanimously recommends that Barings BDC stockholders vote “FOR” the Merger Stock Issuance Proposal, “FOR” the Barings BDC Below NAV Issuance Proposal and “FOR” the Barings BDC Advisory Agreement Amendment Proposal, and, if necessary or appropriate, “FOR” the Barings BDC Adjournment Proposal.

Barings BDC stockholders may vote their shares at the Barings BDC Special Meeting only if they were a stockholder of record at the close of business on October 29, 2020. There were 47,961,753 shares of Barings BDC Common Stock outstanding on the Barings BDC Record Date. Each share of Barings BDC Common Stock is entitled to one vote.

A quorum must be present at the Barings BDC Special Meeting for any business to be conducted. The presence at the Barings BDC Special Meeting, virtually or represented by proxy, of the holders of a majority of the shares of Barings BDC Common Stock issued and outstanding and entitled to vote at the Barings BDC Special Meeting will constitute a quorum. Broker non-votes will not be treated as shares present for quorum purposes.

Broker non-votes are described as votes cast by a broker, bank, trustee or nominee on behalf of a beneficial holder who does not provide explicit voting instructions as to how to vote such beneficial holder’s shares to such broker, bank, trustee or nominee and who does not attend the meeting. The Merger Stock Issuance Proposal, the Barings BDC Below NAV Issuance Proposal and the Barings BDC Advisory Agreement Amendment Proposal are non-routine matters for Barings BDC. As a result, if a Barings BDC stockholder holds shares in “street name” through a broker, bank, trustee or nominee, the broker, bank, trustee or nominee will not be permitted to exercise voting discretion with respect to the Merger Stock Issuance Proposal, the Barings BDC Below NAV Issuance Proposal or the Barings BDC Advisory Agreement Amendment Proposal. Abstentions and broker non-votes (if any) will (1) not be included in determining the number of votes cast and, as a result, will have no effect on the voting outcome of the Merger Stock Issuance Proposal or the Barings BDC Adjournment Proposal and (2) will have the same effect as votes “against” the Barings BDC Below NAV Issuance Proposal or the Barings BDC Advisory Agreement Amendment Proposal.

Each share of Barings BDC Common Stock held by a holder of record as of the Barings BDC Record Date has one vote on each matter to be considered at the Barings BDC Special Meeting.

Approval of Merger Stock Issuance Proposal requires the affirmative vote of the holders of at least a majority of votes cast by holders of shares of Barings BDC Common Stock present at the Barings BDC Special Meeting, virtually or represented by proxy, and entitled to vote thereat is required to approve the Merger Stock Issuance Proposal. For purposes of the vote on this proposal, abstentions and broker non-votes will (if any) not be counted as votes cast and will have no effect on the result of the vote.

Approval of the Barings BDC Below NAV Issuance Proposal requires the affirmative vote of each of the following: (1) a majority of the outstanding voting securities (as used in the Investment Company Act) of Barings BDC Common Stock; and (2) a majority of the outstanding voting securities of Barings BDC Common Stock that are not held by affiliated persons of Barings BDC. For purposes of this proposal, the Investment Company Act defines a “majority of the outstanding voting securities” as the vote of the lesser of: (1) 67% or more of the voting securities of Barings BDC present at the Barings BDC Special Meeting, if the holders of more than 50% of the outstanding voting securities of Barings BDC are present virtually or represented by proxy; or (2) more than 50% of the outstanding voting securities of Barings BDC. For purposes of the vote on this proposal, abstentions and broker non-votes (if any) will have the effect of a vote “against” the Barings BDC Below NAV Issuance Proposal.

Approval of the Barings BDC Advisory Agreement Amendment Proposal requires the affirmative vote by the stockholders of Barings BDC holding a majority of the outstanding voting securities (as used in the Investment Company Act) of Barings BDC Common Stock entitled to vote at the Barings BDC Special Meeting. For purposes of this proposal, the Investment Company Act defines “a majority of outstanding voting securities” of a company as the lesser of: (1) 67% or more of the voting securities present at the Barings BDC Special Meeting if the holders of more than 50% of the outstanding voting securities of Barings BDC are present virtually or represented by proxy; or (2) more than 50% of the outstanding voting securities of Barings BDC. For purposes of the vote on this proposal, abstentions and broker non-votes (if any) will have the same effect as votes “against” the Barings BDC Advisory Agreement Amendment Proposal.

Approval of the Barings BDC Adjournment Proposal requires the affirmative vote of the holders of at least a majority of votes cast by holders of shares of Barings BDC Common Stock present at the Barings BDC Special Meeting, virtually or represented by proxy, and entitled to vote thereat is required to approve the Barings BDC Adjournment Proposal. For purposes of the vote on this proposal, abstentions and broker non-votes (if any) will not be counted as votes cast and will have no effect on the result of the vote.

Barings BDC encourages Barings BDC stockholders to vote their shares by proxy via the Internet or telephone, which means that Barings BDC stockholders authorize someone else to vote their shares. Shares represented by duly executed proxies will be voted in accordance with Barings BDC stockholders’ instructions. If Barings BDC stockholders execute a proxy without specifying their voting instructions, such Barings BDC stockholders’ shares will be voted in accordance with the Barings BDC Board’s recommendation. If any other business is brought before the Barings BDC Special Meeting, Barings BDC stockholders’ shares will be voted at the Barings BDC Board’s discretion unless Barings BDC stockholders specifically state otherwise on their proxy.

A Barings BDC stockholder may authorize a proxy by telephone or through the Internet using the toll-free telephone numbers or web address printed on your proxy card. Authorizing a proxy by telephone or through the Internet requires you to input the control number located on your proxy card. After inputting the control number, you will be prompted to direct your proxy to vote on each proposal. You will have an opportunity to review your directions and make any necessary changes before submitting your directions and terminating the telephone call or Internet link.

Important notice regarding the availability of proxy materials for the Barings BDC Special Meeting. Barings BDC’s proxy statement/prospectus and the proxy card are available at www.proxyvote.com.

Any proxy authorized pursuant to this solicitation may be revoked by notice from the person giving the proxy at any time before it is exercised. A revocation may be effected by submitting new voting instructions via the Internet voting site, by telephone, by obtaining and properly completing another proxy card that is dated later than the original proxy card and returning it, by mail, in time to be received before the Barings BDC Special Meeting, by attending the Barings BDC Special Meeting and voting virtually or by a notice, provided in writing and signed by the Barings BDC stockholder, delivered to Barings BDC’s Secretary on any business day before the date of the Barings BDC Special Meeting.

Barings BDC and MVC will bear their own costs of preparing, printing and mailing this joint proxy statement/prospectus and the applicable accompanying notice of special meeting of stockholders and proxy card. Barings BDC intends to use the services of Broadridge Financial Solutions Inc. (“Broadridge”) to aid in the distribution and collection of proxy votes. Barings BDC expects to pay market rates of approximately $110,000 for such services. No additional compensation will be paid to directors, officers or regular employees for such services.

Barings BDC stockholders do not have the right to exercise appraisal rights with respect to any matter to be voted upon at the Barings BDC Special Meeting.

The MVC Special Meeting will be held virtually at 9:00 a.m., on December 17, 2020 at the following website: www.virtualshareholdermeeting.com/MVC2020SM. This joint proxy statement/prospectus will made available to MVC stockholders of record as of October 29, 2020 on or about [•], 2020.

At the MVC Special Meeting, MVC stockholders will be asked to approve the Merger Proposal and, if necessary or appropriate, the MVC Adjournment Proposal.

The MVC Board unanimously approved the Merger Agreement and the transactions contemplated thereby, including the Merger Proposal, and unanimously recommends that MVC stockholders vote “FOR” the Merger Proposal and “FOR” the Merger and, if necessary or appropriate, “FOR” the MVC Adjournment Proposal.

MVC stockholders may vote their shares at the MVC Special Meeting only if they were a stockholder of record at the close of business on October 29, 2020. There were 17,725,118 shares of MVC Common Stock outstanding on the MVC Record Date. Each share of MVC Common Stock is entitled to one vote.

A quorum must be present at the MVC Special Meeting for any business to be conducted. The presence at the MVC Special Meeting, virtually or represented by proxy, of the holders of a majority of the shares of MVC Common Stock issued and outstanding and entitled to vote at the MVC Special Meeting will constitute a quorum. Broker non-votes will not be treated as shares present for quorum purposes.

Broker non-votes are described as votes cast by a broker, bank, trustee or nominee on behalf of a beneficial holder who does not provide explicit voting instructions as to how to vote such beneficial holder’s shares to such broker, bank, trustee or nominee and who does not attend the meeting. The Merger Proposal is a non-routine matter for MVC. As a result, if an MVC stockholder holds shares in “street name” through a broker, bank, trustee or nominee, the broker, bank, trustee or nominee will not be permitted to exercise voting discretion with respect to the Merger Proposal. Abstentions and broker non-votes will not count as affirmative votes cast and will therefore have the same effect as votes “against” the Merger Proposal. Abstentions and broker non-votes (if any) will not be included in determining the number of votes cast and, as a result, will have no effect on the voting outcome of the MVC Adjournment Proposal.

Each share of MVC Common Stock held by a holder of record as of the MVC Record Date has one vote on each matter to be considered at the MVC Special Meeting.

The affirmative vote of the holders of a majority of the outstanding shares of MVC Common Stock entitled to vote at the MVC Special Meeting is required to approve the Merger Proposal. Abstentions and broker non-votes (if any) will not count as affirmative votes cast and will therefore have the same effect as votes “against” the Merger Proposal.

The affirmative vote of the holders of at least a majority of votes cast by holders of the shares of MVC Common Stock present at the MVC Special Meeting, virtually or represented by proxy, and entitled to vote thereat is required to approve the MVC Adjournment Proposal. Abstentions and broker non-votes (if any) will not be included in determining the number of votes cast and, as a result, will have no effect on the voting outcome of the MVC Adjournment Proposal.

MVC encourages MVC stockholders to vote their shares by proxy via the Internet or telephone, which means that MVC stockholders authorize someone else to vote their shares. Shares represented by duly executed proxies will be voted in accordance with MVC stockholders’ instructions. If MVC stockholders execute a proxy without specifying their voting instructions, such MVC stockholders’ shares will be voted in accordance with the MVC Board’s recommendation. If any other business is brought before the MVC Special Meeting, MVC stockholders’ shares will be voted at the MVC Board’s discretion unless MVC stockholders specifically state otherwise on their proxy.

An MVC stockholder may authorize a proxy by telephone or through the Internet using the toll-free telephone numbers or web address printed on your proxy card. Authorizing a proxy by telephone or through the Internet requires you to input the control number located on your proxy card. After inputting the control number, you will be prompted to direct your proxy to vote on each proposal. You will have an opportunity to review your directions and make any necessary changes before submitting your directions and terminating the telephone call or Internet link.

Important notice regarding the availability of proxy materials for the MVC Special Meeting.MVC’s proxy statement/prospectus and the proxy card are available at www.proxyvote.com.

Any proxy authorized pursuant to this solicitation may be revoked by notice from the person giving the proxy at any time before it is exercised. A revocation may be effected by submitting new voting instructions via the Internet voting site, by telephone, by obtaining and properly completing another proxy card that is dated later than the original proxy card and returning it, by mail, in time to be received before the MVC Special Meeting, by attending the MVC Special Meeting and voting virtually or by a notice, provided in writing and signed by the MVC stockholder, delivered to MVC’s Secretary on any business day before the date of the MVC Special Meeting.

Barings BDC and MVC will bear their own costs of preparing, printing and mailing this joint proxy statement/prospectus and the applicable accompanying Notice of Special Meeting of Stockholders and proxy card. MVC intends to use the services of MacKenzie Partners, Inc. to aid in the distribution and collection of proxy votes. MVC expects to pay market rates of approximately $5,000 for such services. No additional compensation will be paid to directors, officers or regular employees for such services.

MVC stockholders will be entitled to exercise appraisal rights with respect to the Merger in accordance with Section 262 of the DGCL. For more information, see “Appraisal Rights of MVC Stockholders” and “Description of the Merger Agreement—Appraisal Rights.”

The following table sets forth (1) Barings BDC’s and MVC’s actual capitalization as of September 30, 2020⁽¹⁾ and (2) Barings BDC’s capitalization as of September 30, 2020 as adjusted to reflect the effects of the Merger. The amounts in the table below are unaudited. You should read this table together with Barings BDC’s and MVC’s condensed consolidated financial data incorporated by reference herein.

The discussion in this joint proxy statement/prospectus, which includes the material terms of the Merger and the principal terms of the Merger Agreement, is subject to, and is qualified in its entirety by reference to, the Merger Agreement, which is attached as Annex A to this joint proxy statement/prospectus.

Pursuant to the terms of the Merger Agreement, at the Effective Time, Acquisition Sub will be merged with and into MVC. MVC will be the surviving corporation and will continue its existence as a corporation under the laws of the State of Delaware and a direct, wholly-owned subsidiary of Barings BDC. As of the Effective Time, the separate corporate existence of Acquisition Sub will cease. Immediately after the Effective Time, MVC will merge with and into Barings BDC, with Barings BDC as the surviving corporation in the Second Step. Subject to the terms and conditions of the Merger Agreement, at the Effective Time, each share of MVC Common Stock issued and outstanding immediately prior to the Effective Time (excluding the Canceled Shares) will be converted into and exchanged for the right to receive the Merger Consideration.

Based on the number of shares of Barings BDC Common Stock issued and outstanding as of September 30, 2020, it is expected that current Barings BDC stockholders will own approximately 74.2% of the outstanding Barings BDC Common Stock and former MVC stockholders will own approximately 25.8% of the outstanding Barings BDC Common Stock.

Since MVC’s initial public offering in 2000, competition for private debt investment opportunities in the middle market has significantly intensified. One of the primary drivers of increased competition has been large inflows of capital from global investors seeking yield due to interest rates that have remained at or near historic lows. These inflows of capital have led to the formation of new BDCs, debt funds and other similar pooled investment vehicles with substantial amounts of capital to deploy, significant financial, technological and marketing resources, and a broader range of risk tolerances in the middle market lending space than MVC. In addition, structural innovations within the private and syndicated debt markets have afforded borrowers greater financing alternatives, thereby creating pricing pressure on all debt product categories. This combination of large inflows of capital, new competitive entrants and expanded debt product offerings has created an imbalance between supply and demand and resulted in interest rate spread tightening and lower weighted-average yields associated with the investment portfolios of most BDC industry participants, including the debt investment portfolio of MVC. In addition, since March 2020, the COVID-19 pandemic has resulted in extreme volatility and uncertainty across nearly every financial market, sector and industry worldwide. In the United States, the response of federal, state and local authorities to the COVID-19 pandemic has been unprecedented, with widespread “stay at home” orders effectively shutting down much of the U.S. economy, an interest rate cut by the Federal Reserve and stimulus packages of over $2 trillion. Extraordinary uncertainty and unusual volatility arising from the COVID-19 pandemic has impacted the valuations of portfolio investments across the BDC sector. In addition, as is the case for many publicly-traded BDCs with smaller market capitalizations, shares of MVC Common Stock have consistently traded at a discount to NAV per share, which has limited MVC’s ability to raise additional equity capital and grow its portfolio. Since the outbreak of the COVID-19 pandemic, MVC has suffered significant investment losses which led to further depression of the trading price for MVC Common Stock and further decreased its market capitalization.

In light of the challenges presented by persistent low interest rates, new competition, a broader range of available financing products, and MVC’s size constraints due to its comparatively small balance sheet (a material portion of which is comprised of illiquid private equity investments generating little or no income), as well as its limited scale and share liquidity as a standalone company, in or around March 2020, the MVC Board discussed that, in order to maximize stockholder value over the longer term, MVC would likely be best served by finding a suitable partner for a strategic transaction with the scale, scope and risk profile to navigate successfully the highly competitive BDC market.

In response to solicitations by Messrs. Robert Knapp and Scott Krase, on April 4, 2020 and April 7, 2020, respectively, each of Party A and Party B verbally expressed its interest in discussing a potential business combination transaction. On April 8, 2020, MVC entered into an NDA with Party A which did not contain a standstill provision.

On April 9, 2020, the MVC Board met telephonically to consider authorizing MVC to enter into discussions, on a confidential basis, with other publicly traded BDCs, regarding a possible strategic business combination transaction, and execute customary mutual non-disclosure agreements (“NDAs”) with such potential parties. Representatives of Kramer Levin Naftalis & Frankel LLP (“Kramer”), counsel to MVC and the directors who are not “interested persons” (as defined under the Investment Company Act) of MVC (the “MVC Independent Directors”), also attended the meeting. At the meeting, the MVC Board reviewed preliminary discussions with a number of interested parties (including Party A and Party B as discussed below) and considered entering into discussions with other BDCs with which a strategic business combination might benefit MVC and its stockholders. The MVC Board discussed the potential benefits and risks inherent in engaging in a potential strategic transaction with either of Party A and Party B, the potential timing and structure of such a transaction, recent transactions engaged in by peer and other asset management firms and possible terms. The MVC Board considered the current market volatility and its potential impact on MVC in light of a potential strategic transaction. The MVC Board also considered potentially engaging an investment banker to provide advisory services in connection with any potential transaction and potentially forming a special committee to evaluate potential strategic alternatives.

On April 13, 2020, the MVC Board met telephonically, with representatives of Kramer also attending, to further discuss the potential strategic alternative process. During the meeting, the MVC Board reviewed and discussed entering into an NDA with Party A. The MVC Board considered the terms of a draft NDA and confidential information regarding MVC that would potentially be exchanged under the NDA. The MVC Board considered potential benefits and risks of a transaction with Party A, noting its greater scale, diversification and share liquidity compared to MVC. The MVC Board also discussed the performance track record and stock price of Party A’s BDC over various periods. The MVC Board further considered potential conflicts of interest of Michael Tokarz and Warren Holtsberg in any strategic transaction involving MVC, including potential circumstances under which each would recuse himself at appropriate times from MVC Board proceedings. The MVC Board then discussed authorizing certain designated directors of the MVC Board to discuss potential business combination transactions with interested parties on behalf of MVC, and entering into NDAs and similar agreements in connection therewith. The MVC Board additionally designated and authorized Robert Knapp, Scott Krase and Michael Tokarz, to conduct discussions on behalf of MVC regarding potential business combination transactions involving MVC, as they deemed appropriate, with up to three (3) other publicly-traded BDCs and to enter into customary NDAs and disclose and receive non-public information pursuant to such NDAs. The designated directors agreed to keep the full MVC Board informed of developments in respect to their discussions. The MVC Board determined to limit the delegation of authority to the designated directors with respect to the potential strategic alternatives process at that time, subject to further consideration by the MVC Board at a later date.

On April, 27, 2020, the MVC Board met telephonically, with representatives of Kramer also attending. During the meeting, Mr. Tokarz informed the MVC Board that he had been approached by Party C regarding a potential combination between MVC and a BDC affiliated with Party C (“Initial Party C Proposal”). He noted that the BDC affiliated with Party C was smaller in size than MVC, but that Party C indicated it was committed to investing additional capital into its BDC. Mr. Tokarz also noted to the MVC Board his expectation that any potential combination with Party C would be valued on a NAV-to-NAV basis, but the specific terms of any potential transaction were not available at the time. The MVC Board considered the existing size of the Party C BDC and whether the potential combination could provide MVC stockholders with adequate diversification and scale, the prospects of financial support by Party C, and the effect of engaging with Party C might have on MVC’s ongoing discussions with another interested party. The MVC Board approved commencing discussions with Party C and entering into a customary NDA to facilitate the exchange of information. The MVC Board further discussed the advisability of engaging an investment bank to act as MVC’s financial advisor at this stage.

Also at the April 27, 2020 meeting of the MVC Board, the MVC Board discussed a proxy contest threatened by Wynnefield Capital, Inc., a larger investor in MVC (“Wynnefield”) and the advisability of entering into discussions with them regarding a potential settlement. The MVC Board considered potentially discussing with Wynnefield the MVC Board’s composition and MVC’s consideration of potential strategic combinations (subject to adherence to confidentiality obligations). Following the discussion, the MVC Board directed MVC to pursue settlement discussions with Wynnefield.

On May 4, 2020, MVC entered into an NDA with Party C, which contained a mutual standstill (excluding “don’t ask/don’t waive” provisions). During the period between April 27 and May 27, 2020, members of the MVC Board continued discussions regarding potential business combinations with Party A and Party C.

The MVC Board met telephonically on May 27, 2020, with representatives of Kramer also attending. During the meeting, the MVC Board discussed the status of negotiations with Wynnefield regarding a proposed settlement agreement (the “Settlement Agreement”) pursuant to which the MVC Board would, among other things, (1) formally establish the MVC Strategic Review Committee consisting of Messrs. Knapp, Krase and Tokarz that would review all extraordinary transactions and conduct preliminary discussions and negotiations with parties interested in extraordinary transactions, (2) pursue and/or explore any extraordinary transaction approved by a majority of the MVC Strategic Review Committee and (3) until the annual meeting of stockholders on July 15, 2020, refrain from entering into any extraordinary transaction unless approved by both a majority of the MVC Board and a majority of the MVC Independent Directors. The MVC Board approved the Settlement Agreement, formally established the MVC Strategic Review Committee comprising the three previously “designated directors”: Messrs. Knapp, Krase and Tokarz, and expanded their authority as the MVC Strategic Review Committee to review all strategic transactions on behalf of MVC (superseding the prior authorization limiting discussions of a potential business combination transaction with up to three (3) publicly-traded BDC companies). An interested director voted against this approval based on an objection to the accompanying press release in the form presented to the MVC Board at the meeting.

On May 27, 2020, MVC publicly announced its entry into the Settlement Agreement and the establishment of the MVC Strategic Review Committee, and further indicated that MVC would explore any extraordinary transaction if a majority of the MVC Strategic Review Committee approved such exploratory action. The MVC Board additionally indicated that it had agreed not to enter into a definitive agreement providing for an extraordinary transaction unless approved by both a majority of the MVC Board and of the MVC Independent Directors, until the July 15, 2020 annual meeting of stockholders.

During the period between May 27, 2020 and June 11, 2020, members of the MVC Strategic Review Committee participated in discussions with Party A and Party C, and contacted certain other prospective BDCs concerning the possibility of a business combination with MVC. During this time, members of the MVC Board also contacted JMP and another financial advisor candidate regarding their potential engagement as financial advisor to MVC.

On June 2, 2020, a representative of Barings BDC contacted Mr. Knapp regarding a potential transaction in light of MVC’s May 27, 2020 press release.

On June 3, 2020, MVC and Barings BDC entered into an NDA containing a mutual standstill (which excluded “don’t ask/don’t waive” provisions).

On June 10, 2020, following discussions with Barings BDC, the members of the MVC Strategic Review Committee received an indication of interest letter from Barings BDC setting forth the terms of a proposed business combination. Under this letter, Barings BDC offered to acquire one hundred percent (100%) of MVC at an exchange ratio of 0.91x of a share of Barings BDC Common Stock for each share of MVC Common Stock and an incremental cash payment to MVC stockholders of $15 million. In addition, the letter included an offer to the stockholders of the combined company of up to $20 million credit enhancement to insulate combined stockholders from potential value volatility in the MVC portfolio for five years following the closing of the combination, as well as a $15 million post-close secondary market share repurchase program.

Between June 10, 2020 and June 15, 2020, representatives of Barings BDC discussed the terms of a proposed business combination with Messrs. Knapp and Krase. Following such discussions, on June 16, 2020, Barings BDC sent an updated indication of interest letter (the “June 16 Barings Proposal”) reflecting an increase in the proposed consideration for the business combination. Under the June 16 Barings Proposal, Barings BDC offered to acquire one hundred percent (100%) of MVC at an exchange ratio of 0.93x of a share of Barings BDC Common Stock for each share of MVC Common Stock and cash consideration of $1 per share of MVC Common Stock. In addition, it included an offer to the stockholders of the combined company of up to $20 million credit enhancement to insulate combined stockholders from potential value volatility in the MVC portfolio for five years following the closing of the combination, as well as a $15 million post-close secondary

market share repurchase program. In connection with the June 16 Barings Proposal, Barings BDC requested that MVC enter into an exclusivity arrangement in order to further pursue the business combination and exchange information for the purposes of due diligence in connection with the potential transaction.

Messrs. Knapp and Krase continued to have extensive discussions and negotiations on behalf of the MVC Strategic Review Committee with representatives of Barings BDC regarding the proposed transaction through August 10, 2020.

The MVC Board met telephonically on June 11, 2020. Representatives of JMP and Kramer also attended the meeting. During the meeting, the MVC Board interviewed JMP as a potential financial advisor. It was noted that JMP had provided services to MVC in prior engagements and was generally familiar with MVC’s portfolio. The MVC Board discussed with JMP potential strategic options that might be available to MVC, including a merger with a public or private BDC, retention of a new investment adviser, a full liquidation or maintenance of the status quo, as well as the relevant considerations and illustrative timelines for such alternatives. JMP reviewed with the MVC Board its experience and qualifications and provided preliminary perspectives regarding MVC’s potential exploration of strategic alternatives. The MVC Board was not made aware of, and did not foresee, any potential conflicts of interest arising from JMP acting as financial advisor to MVC, including taking into account the already-identified potential transaction partners. After JMP and Messrs. Tokarz and Holtsberg were asked to leave the meeting, and the MVC Independent Directors considered various advantages and disadvantages of engaging JMP, including its experience advising MVC and its experience in strategic mergers and acquisitions transactions in the financial services space, and, following a reconvening of the full MVC Board, the MVC Board approved (with the MVC independent directors voting separately and unanimously) MVC’s engagement of JMP as MVC’s financial advisor to assist the MVC Board, including the MVC Strategic Review Committee and the MVC Independent Directors, in connection with MVC’s exploration of strategic alternatives.

The MVC Strategic Review Committee convened its first formal meeting telephonically on June 17, 2020, with representatives from JMP and Kramer also attending. During the meeting, the MVC Strategic Review Committee assessed whether to move forward and further explore the June 16 Barings Proposal. The MVC Strategic Review Committee members summarized prior discussions with Party A and Party C, and the members’ work and analyses reviewing potential transactions discussed with Party A and Party C to date. JMP then reviewed the June 16 Barings Proposal, discussing financial terms and aspects including the amount and form of consideration proposed, the implied total equity value represented by the proposed consideration, the implied premium of the proposed consideration to MVC’s recent stock price, the implied discount to MVC’s NAV per share represented by the proposed consideration, and the NAV dilution to MVC stockholders implied by the proposed consideration. The MVC Strategic Review Committee considered the proposed $20 million credit support agreement (cushioning NAV losses), materially greater scale, as well as increased credit diversification, market capitalization, and potential liquidity for stockholders of the potential combined company. The MVC Strategic Review Committee also discussed the status of proposals or interest from Party A and Party C. It was noted that the total consideration included in the Initial Party C Proposal was substantially less than the June 16 Barings Proposal. It was also noted, following further discussions, that Party A had determined not to submit a written proposal. After further discussion, the MVC Strategic Review Committee directed JMP to further discuss the June 16 Barings Proposal with representatives of Barings BDC and approved the entry by MVC into an exclusivity agreement requested by Barings BDC, particularly given the absence of a competitive available alternative proposal.

The MVC Strategic Review Committee met telephonically on June 19, 2020, with representatives of JMP and Kramer also attending, to discuss updates on the MVC Strategic Review Committee’s discussions with Barings BDC. During the meeting, JMP updated its review of financial aspects of the June 16 Barings Proposal, discussing, among other things, the premium to MVC’s current stock price, and other potential benefits such as the larger scale and diversification offered by the proposed combined company, as well as the potentially increased level of liquidity associated with the significantly higher market capitalization of the proposed combined company. JMP further discussed the dividend of Barings BDC as compared to MVC and noted the growth of the Barings dividend since Barings BDC portfolio’s relatively recent inception period. The June 16 Barings Proposal described that Barings BDC’s operating expenses as a percent of its equity value were less than MVC’s (and significantly less than median expenses of BDC peers). The June 16 Barings Proposal also contemplated a credit support agreement under which Barings would be committed to provide protection to the stockholders of the combined company for any downward movement in adjusted NAV on MVC’s portfolio

investments for a period of five (5) years. Representatives of Kramer reviewed and discussed with the members of the MVC Strategic Review Committee their duties and the duties of the members of the MVC Board in connection with their respective consideration of the proposed transaction. The members of the MVC Strategic Review Committee additionally noted that, in light of the public announcement of the MVC Strategic Review Committee made on May 27, 2020, other interested parties had equal opportunity to engage MVC in transaction discussions as did Barings BDC.

Also at the June 19, 2020 meeting, the MVC Strategic Review Committee discussed a draft exclusivity agreement with Barings (provided to the committee members in advance of the meeting), which would expire on July 3, 2020 and would not bind MVC to consummate the transaction, and authorized Mr. Knapp to execute the proposed exclusivity agreement.

The MVC Board then met telephonically on June 19, 2020, with representatives of JMP and Kramer attending, during which Mr. Knapp reported to the MVC Board the work of the MVC Strategic Review Committee to date, including the negotiations in connection with the June 16 Barings Proposal (which was provided to the MVC Board in advance of the meeting), the withdrawal of Party A from negotiations, and the relatively low amount of proposed value for MVC stockholders offered by the proposal of Party C. Mr. Knapp described the proposed exclusivity agreement requested by Barings BDC and a detailed discussion regarding the proposed value to MVC’s stockholders in connection with the June 16 Barings Proposal ensued. A further discussion then ensued, during which no concerns were raised by the MVC Board regarding proceeding with the proposed exclusivity agreement (which was requested for a relatively brief period, expiring July 3, 2020).

Later that day, MVC and Barings BDC entered into the exclusivity agreement (the “Initial Exclusivity Agreement”) and MVC commenced its due diligence review of Barings BDC and Barings commenced its due diligence review of MVC. On June 21, 2020, MVC invited Barings BDC to its virtual data room and on June 23, 2020, Barings BDC opened its virtual data room to representatives of MVC.

On June 25, 2020, Barings BDC directed Dechert LLP, counsel to Barings BDC (“Dechert”), to prepare a draft merger agreement for a strategic transaction with MVC.

On July 2, 2020, the members of the MVC Strategic Review Committee received an updated bid letter from Barings BDC (the “July 2 Barings Proposal”) setting forth revised terms of the proposed business combination, which reduced the proposed consideration from that in the June 16 Barings Proposal. Under the July 2 Barings Proposal, Barings BDC offered to acquire one hundred percent (100%) of MVC at an exchange ratio of 0.79x of a share of Barings BDC Common Stock for each share of MVC Common Stock and cash consideration of $0.17 per share of MVC Common Stock. In addition, it included an offer to the stockholders of the combined company of up to $20 million credit enhancement to insulate combined stockholders from potential value volatility in the MVC portfolio for ten years following the closing of the combination, as well as a $15 million secondary market share repurchase program over a twelve-month period post-closing.

On July 3, 2020, the MVC Strategic Review Committee met telephonically, with representatives of JMP and Kramer also attending, to discuss the July 2 Barings Proposal. JMP discussed the reduction in the proposed exchange ratio and cash consideration reflected in the July 2 Barings Proposal following preliminary due diligence performed on the MVC portfolio and discussed other terms that differed from the June 16 Barings Proposal. JMP reviewed the proposed consideration, NAV calculations, credit support agreement and Baring BDC’s assessments of portfolio valuations reflected in the July 2 Barings Proposal. The MVC Strategic Review Committee further discussed the updated terms in light of indications of interest previously received from Party A and Party C. Following this discussion, the MVC Strategic Review Committee determined to decline the terms reflected in the July 2 Barings Proposal, but to continue to pursue negotiations related to a proposed combination transaction with Barings BDC. The MVC Strategic Review Committee directed JMP to inform Barings of this rejection and to request from Barings BDC improved terms and request supporting information from Barings regarding certain assumptions, including with respect to the NAVs of the parties, underlying the July 2 Barings Proposal.

The exclusivity period in the Initial Exclusivity Agreement lapsed on July 3, 2020.

On July 7, 2020, the members of the MVC Strategic Review Committee received an updated bid letter from Barings BDC (the “July 7 Barings Proposal”) setting forth revised terms of the proposed business combination. Under the July 7 Barings Proposal, Barings BDC offered to acquire one hundred percent (100%) of MVC at an

exchange ratio of 1.0071x of a share of Barings BDC Common Stock for each share of MVC Common Stock, without any additional cash consideration. In addition, it included an offer to the stockholders of the combined company of up to $40 million credit enhancement to insulate combined stockholders from potential value volatility in the MVC portfolio for ten years following the closing of the combination, as well as a $15 million secondary market share repurchase program over a twelve-month period post-closing.

Also on July 7, 2020, the members of the MVC Strategic Review Committee received an updated proposal letter from Party C (the “Party C Proposal”) setting forth revised terms for a strategic transaction involving MVC and Party C.

On July 8, 2020, the MVC Strategic Review Committee met telephonically, with representatives of JMP and Kramer also attending, to discuss the July 7 Barings Proposal. JMP described the updated terms of the July 7 Barings Proposal. JMP discussed the NAV calculations and per share value of and premium implied by the all stock consideration to MVC stockholders reflected in the July 7 Barings Proposal, including its understanding of Barings BDC’s assumptions and methodologies associated therewith. The MVC Strategic Review Committee observed that the exchange ratio for stock consideration in the July 7 Barings Proposal was a fixed ratio, and that the July 7 Barings Proposal was silent with respect to board composition and governance for the combined company. Following further discussion, the MVC Strategic Review Committee determined to conduct further business due diligence with respect to the assumptions and calculations of Barings BDC’s projected NAV upon which their proposal was based, to obtain clarification on board composition and governance for the combined company and to negotiate for an increase in the total consideration and premium to MVC stockholders. Thus, the MVC Strategic Review Committee determined to reject the consideration offered in the July 7 Barings Proposal, but to continue to pursue negotiations with Barings BDC for a proposed combination transaction. The MVC Strategic Review Committee directed JMP to inform Barings BDC of the need for additional cash consideration so as to increase the value and premium to MVC stockholders, and clarify with Barings BDC their positions on requiring MVC to eliminate ICTI capital gains in connection with the transaction, and board composition and governance with respect to the combined company.

On July 10, 2020, the members of the MVC Strategic Review Committee received an updated bid letter from Barings BDC (the “July 10 Barings Proposal”) setting forth revised terms of the proposed business combination. Under the July 10 Barings Proposal, Barings BDC offered to acquire one hundred percent (100%) of MVC at an exchange ratio of 0.9894x of a share of Barings BDC Common Stock for each share of MVC Common Stock and cash consideration of $0.39 per share of MVC Common Stock. In addition, it included an offer to the stockholders of the combined company of up to $20 million credit enhancement to insulate combined stockholders from potential value volatility in the MVC portfolio for ten years following the closing of the combination, as well as a $15 million secondary market share repurchase program over a twelve-month period post-closing.

On July 12, 2020, the MVC Strategic Review Committee met telephonically, with representatives of JMP and Kramer also attending, to discuss the July 10 Barings Proposal, which provided further economic improvements when compared to the July 7 Barings Proposal, yet reduced overall transaction consideration as compared to the June 16 Barings Proposal. JMP reviewed the implied value of the proposed consideration, including as a percentage of MVC’s NAV, the implied premium to MVC’s recent stock price and the relative stock price movements of MVC and Barings BDC. The MVC Strategic Review Committee reviewed the assumptions and methodologies underlying the July 10 Barings Proposal’s terms, and discussed conducting further business due diligence with respect to Barings BDC’s projected NAV. JMP and the MVC Strategic Review Committee discussed the status of Barings’ legal and business due diligence of MVC, the potential impact of MVC’s capital gain ICTI-related distributions, and the reduction in the amount of proposed stockholder credit enhancement as compared to earlier proposals. The MVC Strategic Review Committee noted that MVC would consult with its tax consultant, Deloitte & Touche LLP (“Deloitte”), in regards to the distribution provisions. It was also noted that fewer voting agreements were required from insider stockholders in the July 10 Barings Proposal, as compared to earlier proposals. In connection with the July 10 Barings Proposal, Barings BDC also requested an additional exclusivity period, which had previously expired on July 3. JMP compared the financial terms of selected transactions to the July 10 Barings Proposal.

Also at the July 12 meeting, the MVC Strategic Review Committee discussed the Party C Proposal, noting its preliminary sense that such proposal was financially inferior to the July 10 Barings Proposal, but the MVC Strategic Review Committee resolved to discuss the proposal further at a subsequent meeting, after further discussions with Party C. The MVC Strategic Review Committee unanimously resolved to continue negotiations with Barings BDC and Party C.

The MVC Board met telephonically on July 15, 2020, with representatives of management, JMP and Kramer also attending. During an executive session with representatives of JMP and Kramer (during which representatives of MVC’s management team, except Mr. Tokarz, were not present), Mr. Knapp summarized for the MVC Board the work of MVC Strategic Review Committee and the advisors to date, including its review of proposals from Barings BDC, Party A and Party C. It was observed that, based on the recommendation of the MVC Strategic Review Committee, MVC had granted exclusivity to Barings BDC to pursue a potential business combination, on terms generally consistent with the terms discussed with the MVC Board on June 11, 2020. Mr. Knapp summarized the negotiations reflected in the financial terms of the July 10 Barings Proposal. The MVC Board was also informed of the fact that Barings BDC had requested an additional exclusivity period through August 3, 2020. JMP reviewed financial aspects of the potential transaction with the MVC Board.

At the July 15 MVC Board meeting, there was a discussion regarding Barings BDC’s investment approach, expertise and track record, including the observation that Barings BDC’s track record was relatively brief following its emergence from a reorganization with Triangle Capital Corporation in 2018. It was further observed that the proposed transaction was slightly NAV dilutive, although the resulting market NAV discount (on a current market basis) was estimated to be significantly less than the discount at which MVC Common Stock had been trading.

Also at the July 15 MVC Board meeting, Mr. Knapp observed that the MVC Strategic Review Committee’s strategic goals have been well publicized, but thus far, only three (3) parties had engaged in substantive discussions with MVC since the public announcement on May 27, 2020. He reviewed the discussions that transpired with each of these parties. Mr. Knapp highlighted that Barings BDC had made an unsolicited proposal to MVC upon taking notice of MVC’s disclosure in the press release that the MVC Strategic Review Committee had been formed. Mr. Knapp further noted that Barings BDC’s proposal was attractive but it was contingent upon a timely response by MVC, including with respect to agreeing to an additional exclusivity period so that Barings BDC could conduct legal and business due diligence on MVC with the intent of making a firm offer at an indicative price that the MVC Strategic Review Committee believed was attractive under the circumstances. He noted that Barings BDC indicated that its offer would be withdrawn if MVC delayed in responding, including delay via engagement in a “go-shop” process. Mr. Knapp discussed his belief that, given the volatile market conditions and MVC’s material level of private equity assets, that it was very uncertain that a “go-shop” process would lead to any greater value, and thus pursuit of such process and the related delays would, in his view, unduly risk the loss of Barings BDC’s offer. JMP also discussed this potential risk. It was further noted that the proposal made by Party A was withdrawn and the Party C Proposal was determined to be financially inferior. JMP informed the MVC Board that MVC management was producing a liquidation analysis, comparing the results thereof to the July 10 Barings Proposal. The MVC Board unanimously authorized the MVC Strategic Review Committee to grant the exclusivity extension requested by Barings BDC, if it thought advisable.

Following the MVC Board meeting, the MVC Strategic Review Committee met telephonically, with representatives of JMP and Kramer also attending, on July 15, 2020 to further discuss the Party C Proposal. JMP discussed the terms of the Party C Proposal and compared them to the July 10 Barings Proposal. The MVC Strategic Review Committee observed that, unlike the offers from Barings BDC, the Party C Proposal would result in combined company that would remain under MVC’s control and would remain subscale with a relatively low combined market capitalization. It was observed that, although the Party C Proposal could potentially offer greater net investment income per share, the current market value consideration of the July 10 Barings Proposal was significantly higher than the Party C Proposal. It was further noted that the combined entity in the July 10 Barings Proposal would result in MVC stockholders holding shares of a significantly larger BDC with greater potential liquidity for shares. It was also observed that the resulting combined company from the July 10 Barings Proposal would have much greater scale and diversification, with significantly less leverage and lower operating expenses. The July 10 Barings Proposal also provided for $20 million in credit support, effectively insuring MVC stockholders from any NAV losses (as adjusted by Barings BDC) taken on the MVC equity portfolio for ten years, a feature that the Party C Proposal did not have. Thus, the MVC Strategic Review

Committee unanimously agreed to decline the Party C Proposal, and directed JMP to report this decision to Party C. The MVC Strategic Review Committee additionally discussed the proposed exclusivity extension requested by Barings BDC. JMP and Mr. Knapp again discussed the risk of Barings BDC withdrawing its proposal should any material delay or “go-shop” process occur, and discussed the uncertainty whether a “go-shop” process would lead to increased value as compared to the July 10 Barings Proposal, especially considering the amount of time that had passed since the public announcement of the MVC Strategic Review Committee’s creation. The MVC Strategic Review Committee unanimously determined to provide Barings BDC the requested additional exclusivity period (which was relatively brief as it was proposed to expire on August 3, 2020) and authorized Mr. Knapp to execute any documents necessary to effectuate such additional exclusivity period (the “Second Exclusivity Agreement”). Following the meeting, representatives of MVC provided representatives of Barings BDC with a draft Second Exclusivity Agreement.

On July 17, 2020, the MVC Strategic Review Committee and representatives of JMP and Kramer met telephonically to discuss the responses and comments received from Barings BDC in response to the draft Second Exclusivity Agreement. The MVC Strategic Review Committee discussed Barings BDC’s comment that, although elimination of any remaining capital gain ICTI-related distributions by MVC would not be a closing condition for any proposed transaction, the amount remaining would be subject to a mutually agreed adjustment to the stock portion of the total consideration. Mr. Tokarz summarized analyses performed by Deloitte regarding potential options to reduce or eliminate capital gain ICTI-related distributions. It was further observed that Barings BDC had removed all references to deadlines for their completion of due diligence, and adjusted Barings BDC’s NAV incrementally upwards and the proposed consideration accordingly. The MVC Strategic Review Committee unanimously agreed to propose that (1) any adjustment related to capital gain ICTI-related distributions be limited to only remaining distributions that would result in a reduction to MVC’s NAV as of April 30, 2020 and (2) there be a deadline of July 27, 2020 for Barings BDC to complete its due diligence, and authorized JMP to revise the draft Second Exclusivity Agreement in light of these comments and circulate such Second Exclusivity Agreement for MVC Strategic Review Committee and Kramer review. Following such review, JMP delivered the draft Second Exclusivity Agreement to representatives of Barings BDC.

On July 20, 2020, MVC and Barings entered into the Second Exclusivity Agreement providing for exclusivity between the parties until August 3, 2020.

Between July 16, 2020 and July 26, 2020, Barings BDC, Barings and Dechert finalized the initial draft merger agreement.

On July 26, 2020, Dechert provided Kramer with the initial draft merger agreement.

On July 28, 2020, the MVC Strategic Review Committee met telephonically. JMP and Kramer also attended the meeting. JMP provided the MVC Strategic Review Committee with an overview of the key differences in financial terms reflected in the draft merger agreement and the July 10 Barings Proposal and the Second Exclusivity Agreement. Among other things, the MVC Strategic Review Committee discussed the reduced Merger Consideration reflected in the initial draft merger agreement as compared to the July 10 Barings Proposal, the NAV of the parties on which the proposed Merger Consideration was based, the implied markdown by Barings BDC of MVC’s portfolio value, the magnitude of the proposed termination fee in light of the specific strategic process engaged in by MVC in connection with the proposed Merger, the per share dividend dilution implied by the proposed Merger Consideration, and the requirement for certain MVC stockholders to enter into voting agreements (each a “Voting Agreement” and collectively, the “Voting Agreements”) prior to the execution of the Merger Agreement.

Although the implied market value of the proposed consideration set forth in the initial draft merger agreement was reduced to reflect the increased NAV discount ascribed by Barings BDC to MVC’s portfolio, it remained at a substantial premium to the then-market value of MVC Common Stock. The MVC Strategic Review Committee considered the possible reasons for Barings BDC increasing the NAV discount to MVC’s portfolio and observed the significant value offered by the $20 million credit support agreement that Barings had committed to provide as part of the merger, designed to cushion downside exposure on MVC’s portfolio. After its consideration of a number of business factors, including potential future portfolio value, the significant level of MVC’s payment-in-kind income, further downside risk on various MVC portfolio companies’ performance given the COVID-19 pandemic, the favorable premium over MVC’s stock price implied by the proposed Merger Consideration, the potential effects of stock price volatility for both companies on the merger consideration

premium, the cash portion of the consideration, the proposed credit support agreement and the merger consideration comprising shares of a substantially larger publicly-traded BDC with greater scale and diversification, as well as potential risks, including the adequacy of the proposed consideration given the dilution to MVC’s NAV per share, and the volatility of Barings BDC’s stock price, it was the sense of the MVC Strategic Review Committee that it should continue to negotiate with Barings BDC, seeking to improve the financial terms of the proposed transaction from those reflected in the initial draft merger agreement. There was an update on reverse due diligence, which remained ongoing. Kramer reviewed the potential timetable for signing the merger agreement and discussed the process for entering into the Voting Agreements with MVC’s large stockholders (identified by Barings BDC in the July 10 Barings Proposal), including confidentiality obligations surrounding such discussions.

On July 29, 2020, the MVC Strategic Review Committee met telephonically, with JMP and Kramer also attending. Kramer reviewed with the MVC Strategic Review Committee a summary of key issues reflected in the draft merger agreement that were open to negotiation. The MVC Strategic Review Committee discussed these with Kramer, including those related to the merger consideration exchange ratio, termination fee payable by MVC and reverse termination fee payable by Barings BDC, third party consents, post-Merger board composition of the combined business, certain closing conditions and conduct of business restrictions, and exchange ratio adjustments. Kramer agreed to reflect the MVC Strategic Review Committee’s input in a revised draft merger agreement.

Over the next twelve days, representatives of MVC and Barings BDC engaged in extensive discussions and negotiations concerning, and exchanged numerous drafts of, the merger agreement, including the exhibits and schedules thereto. During this period, the parties engaged in further negotiations with respect to the issues that the MVC Strategic Review Committee had identified previously as necessitating additional consideration, including discussions regarding the merger consideration, potential adjustments thereto and the amounts of the termination fees and expense reimbursement.

On the morning of July 30, 2020, the Barings BDC Board held a special meeting, which was attended by each of the Barings BDC Independent Directors and by representatives of Barings BDC’s management. Representatives of Dechert and Morgan, Lewis & Bockius LLP (“Morgan Lewis”), counsel to the Barings BDC Independent Directors, were also in attendance. At the meeting, representatives of Barings BDC’s management discussed with the Barings BDC Board, among other things, the potential business combination with MVC and related matters.

On July 31, 2020, the MVC Board held its regular quarterly meeting, with representatives of JMP, Kramer and Deloitte, as well as members of management present. During the meeting, Deloitte reviewed a liquidation analysis for MVC’s portfolio, including the number of years estimated to effect an orderly liquidation. The MVC Board noted that the current proposed Merger Consideration appeared to be favorable in comparison to the estimated range of per share values implied by the liquidation analysis, and that the proposed business combination represented actual present value with much less uncertainty than a protracted liquidation process. Kramer also further reviewed the terms of the proposed merger agreement, highlighting in particular the proposed termination fee of six percent (6%) of MVC’s equity value. The MVC Board noted that such a fee was relatively high, and that they did not wish for such fee to serve as a material impediment to any other party submitting a superior offer following the public announcement of any transaction with Barings BDC. The MVC Board discussed factors it believed led to the reduced consideration proposed by Barings BDC, noting in particular Barings BDC’s valuation views on two specific portfolio companies and the extent to which current European currency adjustments are reflected in such values. The MVC Board discussed the benefits and risks inherent in the proposed Merger. During the meeting, Mr. Knapp reiterated that the Barings proposals were unsolicited after public disclosure about the establishment of the MVC Strategic Review Committee, and that the proposals were conditioned on being executed in a timely manner, with the delay of an extended shopping process likely resulting in Barings BDC withdrawing from negotiations. He further added that the effects of a more extensive shopping process were uncertain to result in any greater present value to MVC stockholders, noting that the MVC Strategic Review Committee had reached out to several quality BDCs and received no interest in pursuing a transaction with MVC, except as noted above. The MVC Board reiterated the importance of negotiating for a material reduction to the proposed termination fee, and came to a consensus that the MVC Strategic Review Committee should negotiate a more favorable exchange ratio and lower termination fee.

Between August 1, 2020 and the execution of the merger agreement on August 10, 2020, Dechert and Barings BDC negotiated voting agreements with each of Leon G. Cooperman, Michael T. Tokarz, certain affiliates of Wynnefield Capital, Inc. and West Family Investments, Inc.

On August 2, 2020, the MVC Strategic Review Committee met telephonically to review and discuss the revised draft of the merger agreement received from Dechert the day before, including the merger and the anticipated benefits and risks of the transaction. Kramer and JMP also attended the meeting. JMP and Kramer discussed transaction termination fees payable by the target company (in the event it decides to terminate the merger agreement in order to enter into a superior proposal) in selected precedent deals. The MVC Strategic Review Committee considered further negotiating with Barings BDC to reduce the termination fee in light of this analysis.

The MVC Strategic Review Committee discussed improved financial terms of the revised draft merger agreement, including a proposed foreign currency exchange adjustment to increase or decrease the aggregate Merger Consideration based on the appreciation or depreciation, as applicable, of MVC’s Euro-denominated assets based on exchange rate fluctuations. Based on the then-current Euro value, the MVC Strategic Review Committee discussed how this adjustment mechanic effectively increased the implied total market value of proposed Merger Consideration and implied premium to the then-current MVC stock price. In addition, the MVC Strategic Review Committee considered Barings BDC’s proposal to increase its credit support commitment under the credit support agreement to the extent there is any depreciation in MVC’s portfolio companies during a 10-year period post-closing from up to $20 million to up to $23 million, to further improve the proposed consideration.

The MVC Strategic Review Committee also considered and discussed potential risks associated with the contemplated transactions as reflected in the then-current draft of the merger agreement. It was noted that MVC would be required to suspend its issuance of regular dividends to its stockholders. However, it was further noted that any potential stockholder concern may be alleviated in light of the fact that the next scheduled MVC distribution is in late October 2020 and any necessary tax-related dividends would be subject to certain exceptions under the merger agreement. The MVC Strategic Review Committee also discussed the issue of consent rights with respect to certain interim operating covenants. The MVC Strategic Review Committee reviewed and discussed the status of legal and financial due diligence, noting that it was ongoing and certain materials remained outstanding. In consultation with MVC’s management team and representatives of Barings BDC, the MVC Strategic Review Committee also discussed and reviewed the repositioning of certain of MVC’s portfolio investments in advance of the Merger. The portfolio investments expected to be disposed by MVC prior to the Merger are expected to constitute approximately 14.67% of the total MVC portfolio investments as of July 31, 2020. The estimated transaction costs expected to be borne by MVC in connection with the repositioning of such investments are approximately $0.4 million, which represent approximately 0.24% of MVC’s net assets as of July 31, 2020.

On August 3, 2020, the MVC Board met telephonically to consider the proposed transaction with Barings BDC, whose representatives were invited to present to the MVC Board. The Chief Executive Officer of Barings BDC, Eric Lloyd, and the Chief Financial Officer of Barings BDC, Jonathan Bock, were present for a portion of the meeting. Representatives of JMP and Kramer also attended the meeting. Messrs. Lloyd and Bock reviewed the business and operations of Barings BDC, highlighting Barings BDC’s private credit investment team’s experience, investment strategy and process. They emphasized the importance of portfolio diversification to Barings BDC’s overall investment philosophy as well as the growth in net investment income generated by Barings BDC’s portfolio. They also provided a brief transaction summary of the proposed Merger and the amount and composition of the proposed Merger Consideration. They discussed Barings BDC’s expectation that the proposed Merger would provide for greater cost savings, greater access to capital and increased diversification in portfolio investments. Following a discussion during which questions were raised and answered, Messrs. Lloyd and Bock left the meeting.

Then, JMP reviewed and discussed with the MVC Board the financial terms of the proposed transaction, including the implied Merger Consideration (based on the then-current Euro value) in light of the exchange ratio adjustment mechanics. The MVC Board further discussed the termination fee and expense reimbursement payable by MVC in the event of a termination of the merger agreement by MVC due to a superior proposal. JMP informed the MVC Board that negotiations with Barings BDC has resulted in a combined termination fee

and expense reimbursement being reduced to an amount equal to three percent (3%) of MVC’s equity value, which was then considered by the MVC Board in light of termination fees for comparable transactions. It was the sense of the MVC Board that such amount should not be a material impediment to potential superior proposals, if and when the merger is announced.

On August 4, 2020, the MVC Strategic Review Committee met telephonically to review and consider outstanding issues in the draft merger agreement that remained subject to negotiation. Representatives of MVC senior management, Winston & Strawn, counsel to TTG Advisers, JMP and Kramer also participated in the meeting. The MVC Strategic Review Committee discussed certain representations and warranties, interim operating covenants, MVC’s right of consultation with respect to drafting the credit support agreement, minimum cash requirement at closing, and adjustment of Merger Consideration based on ICTI-related distributions (as defined under “Description of the Merger Agreement—Merger Consideration”), tax dividends and RIC tax liabilities.

On the morning of August 5, 2020, the Barings BDC Board held its quarterly meeting, which was attended by each of the Barings BDC Independent Directors and by representatives of Barings BDC’s management. Representatives of J.P. Morgan, Dechert, and Morgan Lewis were also in attendance. Prior to the meeting, the Barings BDC Board was provided certain informational materials related to the potential business combination with MVC, including presentations by each of Barings BDC’s management and J.P. Morgan. At the meeting, representatives of Barings BDC’s management discussed with the Barings BDC Board the potential business combination with MVC, including, among other things, the status of negotiations with MVC, the material terms of the draft merger agreement, proposed revisions to Barings BDC’s current investment advisory agreement by and between Barings BDC and Barings (the “Existing Barings BDC Advisory Agreement”) in connection with the transaction, and the material terms of the proposed credit support agreement. Representatives from J.P. Morgan provided an overview of J.P. Morgan’s preliminary financial analysis, including the key valuation drivers for the proposed business combination with MVC.

On August 7, 2020, the MVC Board and the MVC Strategic Review Committee held a joint telephonic meeting to consider the proposed transaction with Barings BDC. Representatives of JMP and Kramer also attended the meeting. The MVC Board and the MVC Strategic Review Committee reviewed and discussed the proposed merger agreement and the transactions contemplated thereby, including the merger, and the anticipated benefits and risks of the transactions. For further information concerning the factors considered by the MVC Strategic Review Committee and the MVC Board, see “—Reasons for the Merger—MVC”. During the meeting, representatives of JMP reviewed the financial aspects of the proposed Merger and reviewed a preliminary financial presentation regarding the proposed Merger Consideration. The JMP representatives discussed the assumptions on which the exchange ratio is based and the implied common equity value and premiums that this consideration represented. The MVC Board and the MVC Strategic Review Committee also discussed certain economic factors that may have an impact on the overall financial consideration of the merger which were not taken into account for purposes of JMP’s preliminary financial presentation, including the credit support agreement, adjustment to the exchange ratio based on the EUR-USD exchange rate adjustment for certain non-U.S. denominated portfolio investments, tax distribution adjustments to the exchange ratio, Barings BDC’s obligation under the merger agreement to purchase up to $15 million of the combined company’s common stock in a secondary market transaction over the 12-month period after the merger (in the event Barings BDC’s price-to-NAV is at or below the target level specified in the merger agreement) and the potential for net investment income per share accretion to MVC stockholders for the combined company. The MVC Board and the MVC Strategic Review Committee also observed the performance of Barings BDC on a NAV basis and its relatively lower expense ratio, each as compared to MVC and peers. The MVC Board and the MVC Strategic Review Committee noted that, although MVC’s current management fee rate (after given effect to a fee waiver by TTG Advisers which expires on October 31, 2020) was lower than Barings BDC’s, Barings BDC’s total operating expense ratio in recent periods was meaningfully lower than MVC’s. The MVC Board further noted that Barings BDC’s management fee rate is proposed to be reduced to 1.250% from 1.375% (subject to approval by Barings BDC stockholders). Kramer reviewed the corporate governance provisions of the merger agreement, highlighting that a current MVC Board member would be nominated to the board of directors of the combined company in connection with the closing of the Merger. JMP discussed the information that Barings BDC had made available to MVC and JMP regarding its portfolio investments. Representatives of Kramer discussed legal and regulatory due diligence conducted throughout the strategic negotiation process, highlighting that based on its review of material contracts, regulatory filings and other materials provided by Barings BDC, Kramer did not find any material issues of concern.

Representatives of Kramer described key terms of the draft merger agreement, including the exchange rate adjustment, requisite approvals from MVC and Barings BDC stockholders, the appraisal rights of MVC stockholders, the terms of the proposed Voting Agreements under which certain major stockholders of MVC are required to vote their shares in favor of the merger and the deal protection provisions in the merger agreement (including the “no shop” covenant and “fiduciary out” and “force the vote” provisions). Representatives of Kramer also discussed the duties of the MVC Board and the MVC Strategic Review Committee in connection with the proposed Transactions. Kramer representatives also highlighted certain closing conditions set forth in the merger agreement (including MVC’s obligation to eliminate any remaining tax capital gains through “deemed distributions” and distributions of ordinary investment company taxable income), the termination rights and fees, the scope of representations and warranties and interim conduct of business covenants. The MVC Board also reviewed presentations by both JMP and Kramer, and unanimously determined that it was desirable, and fair to and in the best interests of MVC and its stockholders to extend the term and authority of the MVC Strategic Review Committee through the completion of the merger with Barings BDC, and to expand such scope to facilitate correspondence between MVC management and Barings BDC (should the merger agreement be approved). The MVC Board agreed to reconvene on August 10, 2020.

On the morning of August 10, 2020, the MVC Strategic Review Committee and the MVC Board held separate telephonic meetings, with the MVC Strategic Review Committee meeting taking place first. Representatives of Kramer and JMP also attended the meetings. JMP reviewed with the MVC Strategic Review Committee its financial presentation, described in more detail in the section captioned “The Merger — Opinion of the Financial Advisor to MVC” below and rendered an oral opinion, confirmed by delivery of a written opinion dated August 10, 2020, to the MVC Board and the MVC Strategic Review Committee to the effect that, as of that date and based on and subject to the various assumptions and limitations set forth in its opinion, the Merger Consideration to be received by holders of MVC Common Stock (other than Barings BDC, Acquisition Sub, Barings and their respective affiliates) was fair, from a financial point of view, to such holders.

Kramer discussed with the MVC Strategic Review Committee the revised draft of the merger agreement and other documents that had been circulated prior to the meeting and their material provisions, and discussed the expected process to finalize the merger agreement with representatives of Barings. Representatives of Kramer also updated the MVC Strategic Review Committee on the status of the Voting Agreements to be entered into by Barings BDC and certain major stockholders of MVC in connection with the merger. Noting that MVC is not party to such agreements, Kramer advised that its understanding is that parties to the Voting Agreement had agreed that the form of such agreements was substantially final as of the time of the meeting.

Following a discussion of the foregoing matters by the MVC Strategic Review Committee, the MVC Strategic Review Committee unanimously (1) determined that it is desirable, and fair to and in the best interests of MVC and its stockholders to enter into the merger agreement with Barings BDC, the related transaction documents and the transactions contemplated thereby, including the merger and (2) approved and resolved to recommend to the MVC Board that the MVC Board approve the merger with Barings BDC, the merger agreement, the related transaction documents and the transactions contemplated thereby and the terms and conditions thereof.

Following the MVC Strategic Review Committee meeting, the MVC Board met telephonically, with representatives from JMP and Kramer present. The MVC Strategic Review Committee reported to the MVC Board its review of JMP’s financial presentation and outstanding items in the merger agreement. The MVC Board noted that in light of certain major stockholders of MVC entering into the Voting Agreements, and subject to the MVC Board’s approval of the merger, there was substantial stockholder support in favor of the Merger. Representatives of Kramer reported to the MVC Board that the MVC Strategic Review Committee unanimously determined it was desirable, fair to and in the best interests of MVC and its stockholders to enter into the merger with Barings BDC, the merger agreement, the related transaction documents to be entered into in connection with the merger agreement and the transactions contemplated therein and the terms and conditions thereof, and approved and resolved to recommend to the MVC Board that the MVC Board approve the same. Based in part upon the unanimous recommendations of the MVC Strategic Review Committee and its consideration of all earlier discussions, and after considering, among other things, Kramer legal due diligence review, prior MVC Board meetings and JMP’s opinion and financial presentation, the MVC Board, including all of the MVC Independent Directors, unanimously (1) determined that the merger agreement and the transactions contemplated thereby, including the merger, are advisable and fair to and in the best interests of MVC and the MVC

stockholders and (2) approved, declared advisable and adopted the merger agreement and the transactions contemplated by the merger agreement, including the merger. The MVC Board then unanimously directed that such matters be submitted to the MVC stockholders for approval and recommended that the MVC stockholders vote to approve the same.

On the morning of August 10, 2020, the Barings BDC Board held a special meeting, which was attended by each of the Barings BDC Independent Directors and by representatives of Barings BDC’s management. Representatives of J.P. Morgan, Dechert, and Morgan Lewis were also in attendance. Prior to the meeting, the Barings BDC Board was provided certain informational materials related to the potential business combination with MVC, including presentations by each of Barings BDC’s management, Dechert, and J.P. Morgan and a draft of the proposed merger agreement. At the meeting, representatives of Barings BDC’s management provided the Barings BDC Board with an update on the merger agreement negotiation process with MVC and discussed with the Barings BDC Board the material terms of the Voting Agreements, the proposed revisions to the Existing Barings BDC Advisory Agreement, and the material terms of the credit support agreement. Representatives of Barings BDC’s management and Dechert then reviewed the material terms of the merger agreement with the Barings BDC Board. Representatives of J.P. Morgan reviewed with the Barings BDC Board J.P. Morgan’s financial analyses with respect to the fairness to Barings BDC of the Exchange Ratio, and delivered to the Barings BDC Board J.P. Morgan’s oral opinion, which was confirmed by delivery of a written opinion dated August 10, 2020, to the effect that, as of the date of the opinion and based upon and subject to the factors, assumptions and limitations set forth in J.P. Morgan’s opinion, the Exchange Ratio was fair, from a financial point of view, to Barings BDC, as more fully described in the section entitled “—Opinion of the Financial Advisor to Barings BDC” beginning on page 68 of this joint proxy statement/prospectus. After further discussion, the Barings BDC Board members in attendance, which included each of the Barings BDC Independent Directors, unanimously determined that the merger agreement and the transactions contemplated by the merger agreement are fair to and in the best interests of Barings BDC and Barings BDC’s stockholders and approved and adopted the merger agreement, among other things.

On August 10, 2020, following approval of the Merger Agreement by the MVC Board and the Barings BDC Board, Barings BDC, MVC, Acquisition Sub and Barings executed and delivered the Merger Agreement. Barings BDC and MVC issued a press release announcing the execution of the Merger Agreement on August 10, 2020.

At various telephonic meetings of the Barings BDC Board, the Barings BDC Board, including the Barings BDC Independent Directors, discussed the potential Merger and considered the approval of the Merger Agreement and the transactions contemplated thereby. In connection with its consideration, the Barings BDC Board requested and Barings provided information regarding the proposed Merger, MVC, and the anticipated effects of the Merger on Barings BDC and its stockholders, both immediately after the Merger and over the longer-term assuming that various degrees of the benefits and synergies of the Merger were realized. The Barings BDC Board also considered the effect of (1) the changes contemplated by the proposed New Barings BDC Advisory Agreement on the combined company following the closing of the Merger, if adopted, as well as the effect of the Merger on the Existing Barings BDC Advisory Agreement if no changes were approved, (2) the proposed Credit Support Agreement (as defined under “The Merger—Reasons for the Merger—Barings BDC”) and (3) the approximately $7 million cash payment by Barings to MVC stockholders to fund Barings BDC’s purchase of MVC.

Over the course of its review of the materials and information provided and its consideration of the Merger, the Barings BDC Board, including each of the independent directors of the Barings BDC Board, consulted with Barings and Barings BDC’s legal counsel, and J.P. Morgan, the financial advisor to Barings BDC. In addition, the Barings BDC Independent Directors were advised by Morgan Lewis, their independent legal counsel, regarding the nature and adequacy of the information provided, the terms of the Merger Agreement and their fiduciary duties in approving the Merger Agreement and the transactions contemplated thereby. The Barings BDC Board, including the Barings BDC Independent Directors, considered numerous factors, including the ones described below, in connection with its consideration and approval of the Merger Agreement and the transactions contemplated thereby. On August 10, 2020, the Barings BDC Board, including the Barings BDC Independent Directors, unanimously determined that the Merger is in the best interests of Barings BDC and its stockholders and should be recommended to such stockholders for their approval.

The Barings BDC Board and the Barings BDC Independent Directors, separately as a group, weighed various benefits and risks in considering the Merger, both with respect to the immediate effects of the Merger on Barings BDC and its stockholders and with respect to the potential benefits that could be experienced by the combined company in the long term after the Merger. Certain of the material factors considered by the Barings BDC Board, including the Barings BDC Independent Directors, that assisted the Barings BDC Board in concluding that the Merger is in the best interests of Barings BDC and its stockholders included, among others:

Increased Scale and Liquidity. The Barings BDC Board, including the Barings BDC Independent Directors, separately as a group, considered advantages expected to accrue to the combined company as a result of its larger size. The Barings BDC Board noted that the combined company is expected to have more than $1.2 billion of investments on a pro forma basis. The Barings BDC Board also considered that larger BDCs generally have broader coverage by equity research analysts as well as improved borrowing terms. This coverage is also expected to expand the potential stockholder base of the combined company, potentially resulting in a higher trading valuation and greater access to, and flexibility in, raising opportunistic capital on attractive terms and determined such opportunities supported approval of the proposed Merger.

Transaction is Expected to be Accretive to Barings BDC Stockholders. The Barings BDC Board, including the Barings BDC Independent Directors, considered management’s expectations that the Merger would provide estimated net investment income accretion to $0.19 per share for the first quarter of 2021 as total investment income expected to increase more than expenses during such period and as a result of cost synergies. In addition, the Barings BDC Board, including the Barings BDC Independent Directors, considered the potential for the transaction to be accretive to net asset value per share of Barings BDC Common Stock in the long term, as assets of MVC are repositioned into directly originated investments in the future.

Barings and Barings BDC Stockholder Alignment. The Barings BDC Board, including the Barings BDC Independent Directors, considered that, as part of the transaction, Barings would (1) fund the cash portion of the purchase price of $0.39492 per share, or approximately $7 million and (2) provide up to $23 million of credit support pursuant to the Credit Support Agreement designed to limit downside to Barings BDC stockholders from net cumulative realized and unrealized losses on the acquired MVC portfolio relative to purchase price while also allowing Barings BDC stockholders to benefit from long-term MVC portfolio appreciation. The Barings BDC Board, including the Barings BDC Independent Directors, considered that the Credit Support Agreement will provide Barings BDC stockholders protection on the acquired MVC assets from $211 million down to approximately $188 million of fair value, or 54% of MVC’s original cost (based on the total original cost of MVC’s portfolio of approximately $346 million and the total fair value of MVC portfolio as of April 30, 2020 of approximately $226 million).

Economies of Scale. The Barings BDC Board, including the Barings BDC Independent Directors, also considered that, as a result of the Merger, the ratio of Barings BDC’s fixed costs (e.g., legal expenses, insurance, audit fees and other expenses) to assets under management is expected to be lower than Barings BDC’s current expense ratio. The Barings BDC Board, including the Barings BDC Independent Directors, noted that, if the Merger is consummated, the fixed costs and expenses would be spread across a larger asset base and duplicative fixed costs would be eliminated. As a result, although one-time costs would be initially borne by Barings BDC stockholders in connection with the Merger, the total annual expenses borne by Barings BDC stockholders on a pro forma basis are expected to be reduced due to an anticipated reduction in general and administrative expenses. The Barings BDC Board, including the Barings BDC Independent Directors, found that the expected decrease in the total annual expense ratio of the combined entity would benefit Barings BDC and Barings BDC stockholders if the Merger Agreement and the transactions contemplated thereby were approved.

Diversification of Assets and Liabilities. The Barings BDC Board, including the Barings BDC Independent Directors, reviewed MVC’s investment portfolio and noted that the MVC assets were encumbered by a relatively low level of leverage. The Barings BDC Board, including the Barings BDC Independent Directors, discussed how the combined company would have an increased asset base, which would allow for enhanced diversification and flexibility in periods of market stress, and an expansion of the balance sheet management solutions available to the combined company, including greater access to the unsecured debt markets. The Barings BDC Board, including the Barings BDC Independent Directors, also reviewed the expected portfolio composition of the

combined company and noted an enhanced diversification of portfolio assets. The Barings BDC Board considered that the combined company could provide benefits to Barings BDC stockholders in the form of greater diversification and reduced concentration of investments and risks associated with such concentration of investments.

Increased Market Capitalization and Commensurate Increased Trading Volume. Given that Barings BDC will issue shares of its common stock as consideration in connection with the Merger, the Barings BDC Board, including the Barings BDC Independent Directors, considered the potential for greater trading interest for Barings BDC Common Stock, which may result in tighter bid-ask spreads and increased trading volume. The Barings BDC Board noted that Barings BDC’s increased profile could result in additional market coverage of Barings BDC by financial analysts and, potentially, an increased focus by current and potential investors on Barings BDC, including institutional investors. In addition, the Barings BDC Board, including the Barings BDC Independent Directors, considered the discount at which Barings BDC Common Stock trades as compared to its NAV and considered that the increased profile and coverage could potentially result in a narrowing of that discount. The Barings BDC Board, including the Barings BDC Independent Directors, also considered the potential impact of the Credit Support Agreement on the trading of Barings BDC Common Stock following the closing of the Merger. In addition, the Investment Company Act prohibits mutual funds, registered closed-end funds, BDCs and most private funds from acquiring and owning more than 3% of the outstanding voting securities of a BDC like Barings BDC. The Barings BDC Board, including the Barings BDC Independent Directors, noted that the Merger would increase Baring BDC’s equity base, which would give these funds more leeway to invest in the combined company without implicating the 3% limitation.

Structure and Tax Consequences. The Barings BDC Board and the Barings BDC Independent Directors, separately as a group, considered that by structuring the Merger as a two-step transaction with the First Step followed by the Second Step, the Merger is anticipated to be treated as a tax-free reorganization for federal income tax purposes and Barings BDC stockholders are not expected to recognize any gain or loss for U.S. federal income tax purposes as a result of the Merger.

Opinion of Financial Advisor. The Barings BDC Board considered J.P. Morgan’s oral opinion rendered to the Barings BDC Board at the meeting of the Barings BDC Board on August 10, 2020, which was confirmed by delivery of J.P. Morgan’s written opinion, dated August 10, 2020, as to the fairness, from a financial point of view and as of the date of the opinion, to Barings BDC of the Exchange Ratio, as more fully described below in the section entitled “— Opinion of the Financial Advisor to Barings BDC.”

Terms of the Merger Agreement. The Barings BDC Board considered the terms and conditions of the Merger Agreement and the course of negotiations thereof, as described in further detail below:

Voting Agreements. The Barings BDC Board, including the Barings BDC Independent Directors, also considered that, in connection with the execution of the Merger Agreement, each of (1) West Family Investments, Inc., (2) Leon G. Cooperman, (3) certain affiliates of Wynnefield Capital, Inc., and (4) Michael T. Tokarz (collectively, the “Supporting MVC Capital Stockholders”) entered into Voting Agreements with Barings BDC pursuant to which the Supporting MVC Capital Stockholders agreed to support and vote their shares in favor of the Merger Agreement and the transactions contemplated thereby. See “Description of the Mergers—Voting Agreements.” As of the date of the execution of the Merger Agreement, the Supporting MVC Capital BDC Stockholders owned approximately 5,455,457 shares of MVC Common Stock in the aggregate, which represented approximately 31% of the outstanding shares of MVC Common Stock.

Other Considerations. The Barings BDC Board considered that the Merger is not expected to affect the ability of Barings BDC to comply with its regulatory obligations, including its ability to maintain appropriate leverage and continue to operate in compliance with the asset coverage requirements set forth in the 1940 Act and to pay dividends required of RICs. The Barings BDC Board also considered benefits that could result from the Merger, such as an increase in scale of Barings BDC and an increase in “non-qualifying asset” capacity for higher yielding opportunities. In addition, the Barings BDC Board considered that Barings BDC will implement a $15 million stock purchase plan pursuant to Rule 10b-18 under the Exchange Act over a 12-month period in the event the combined company’s shares trade below a specific level of NAV per share following the completion of the first quarterly period ended after the closing of the merger, subject to a share repurchase agreement and liquidity and regulatory constraints. The Barings BDC Board also considered that while the Merger could cause dilution to Barings BDC stockholders’ voting interests and the NAV per share of the combined company’s common stock, the potential benefits of the Merger described above outweighed this cost.

Risks. In the course of its deliberations, the Barings BDC Board also considered a variety of risks and other potentially negative factors, including (which are not in any relative order of importance):

When considering the information described above, including all of the anticipated effects of the Merger on Barings BDC and Barings BDC stockholders and the related pro forma information, the Barings BDC Board and Barings BDC Independent Directors noted that information based on projections and assumptions may be incorrect, is subject to change, and may fluctuate over time. The Barings BDC Board, including Barings BDC Independent Directors, acknowledged that the projections and assumptions on which the potential expenses, earnings, yield, dividend and trading price information are based depend on many factors and variables, including, among other things, asset mix, the performance of individual investments, rate of the turnover of the MVC portfolio, leverage, the cost of leverage, changes in interest rates and general market conditions. The Barings BDC Board, including the Barings BDC Independent Directors, noted that there is no assurance that any of the potential benefits to Barings BDC or Barings BDC stockholders as a result of the Merger will be realized, including any anticipated synergies, and that the combined entity could experience detrimental effects that had not been anticipated.

This discussion of the information and factors that the Barings BDC Board, including the Barings BDC Independent Directors, considered in making its decision is not intended to be exhaustive, but includes the material factors considered by the Barings BDC Board. Because of the wide variety of factors considered in connection with its evaluation of the Merger and Merger Agreement and the complexity of those matters, the Barings BDC Board did not find it useful to, and did not attempt to, quantify, rank or otherwise assign relative weights to these factors. In addition, the individual members of the Barings BDC Board may have given different weights to different factors.

The Barings BDC Board, including the Barings BDC Independent Directors, consulted with J.P. Morgan, as financial advisor to Barings BDC, in evaluating the financial terms of the Merger. In addition, the Barings BDC Board and the Barings BDC Independent Directors relied on their legal counsel for legal analysis in connection with the Merger.

The Barings BDC Board, including the Barings BDC Independent Directors, considered all of these factors and others as a whole and, on balance, determined the Merger to be in the best interests of Barings BDC and Barings BDC stockholders and unanimously approved the Merger Agreement and the transactions contemplated thereby, including the Merger and the Barings BDC Stock Issuance.

In evaluating the merger proposal from Barings BDC, the MVC Board, including MVC Independent Directors, and the MVC Strategic Review Committee consulted with and received the advice of certain outside advisors, including financial and legal advisors. In reaching their decision, the MVC Board and the MVC Strategic Review Committee considered a number of factors, including the factors discussed below, and, as a result, determined that entering into the Merger Agreement and consummating the transactions contemplated thereby, including the Merger, is in the best interests of MVC and MVC stockholders.

The following discussion of the information and factors considered by the MVC Board and the MVC Strategic Review Committee is not intended to be exhaustive. However, MVC believes it includes the material factors considered by the MVC Board and the MVC Strategic Review Committee in evaluating the Merger. In view of the complexity and the large number of factors considered, the MVC Board and the MVC Strategic Review Committee did not find it practicable to, and did not attempt to, quantify or assign any relative or specific weight to the various factors. Rather, they based their recommendation or approval, as applicable, on the totality of the information presented to and considered by them, including, in the case of the MVC Board, the unanimous determination of the MVC Strategic Review Committee to recommend that the MVC Board approve the Merger, and concluded that, overall, the positive factors of the Merger to MVC stockholders outweighed the potential negative factors related to the Merger.

For the purposes of calculating the exchange ratio, Barings adjusted MVC’s April 30, 2020 reported NAV per share of $10.49 to an adjusted NAV per share of $9.62. The adjustment was a portfolio valuation adjustment of approximately $15.5 million in the aggregate, or $0.87 a share (based on MVC’s April 30, 2020 NAV).

The MVC Board and the MVC Strategic Review Committee also discussed the following factors and risks, which were determined to be outweighed by the potential benefits resulting from the Merger:

At a special meeting held on August 10, 2020, the Barings BDC Board unanimously approved the Merger Agreement and the transactions contemplated thereby, and unanimously recommended that Barings BDC stockholders vote “FOR” the Merger Stock Issuance Proposal and “FOR” the Barings BDC Below NAV Issuance Proposal. At a special meeting held on September 9, 2020, the Baring BDC Board unanimously approved the Barings BDC Advisory Agreement Amendment Proposal, and unanimously recommended that Barings BDC stockholders vote “FOR” the Barings BDC Advisory Agreement Amendment Proposal, and, if necessary or appropriate, “FOR” the Barings BDC Adjournment Proposal.

At a special meeting held on August 10, 2020, the MVC Board and all of the MVC Independent Directors unanimously approved the Merger Agreement and the transactions contemplated thereby, and the MVC Board unanimously recommended that MVC stockholders vote “FOR” the Merger Proposal and, if necessary or appropriate, “FOR” the MVC Adjournment Proposal.

Pursuant to an engagement letter dated June 22, 2020, Barings BDC retained J.P. Morgan as its financial advisor in connection with the proposed Merger and to deliver a fairness opinion in connection with the proposed Merger.

At the meeting of the Barings BDC Board on August 10, 2020, J.P. Morgan rendered its oral opinion to the Barings BDC Board that, as of such date and based upon and subject to the factors and assumptions set forth in its opinion, the Exchange Ratio in the proposed Merger was fair, from a financial point of view, to Barings BDC. J.P. Morgan has confirmed its August 10, 2020 oral opinion by delivering its written opinion to the Barings BDC Board on August 10, 2020.

The full text of the written opinion of J.P. Morgan dated August 10, 2020, which sets forth the assumptions made, matters considered and limits on the review undertaken, is attached as Annex E to this joint proxy statement/prospectus and is incorporated herein by reference. The summary of the opinion of J.P. Morgan set forth in this joint proxy statement/prospectus is qualified in its entirety by reference to the full text of such opinion. Barings BDC stockholders are urged to read the opinion in its entirety. J.P. Morgan’s written opinion was addressed to the Barings BDC Board (in its capacity as such) in connection with and for the purposes of its evaluation of the proposed Merger, was directed only to the Exchange Ratio in the Merger and did not address any other aspect of the Merger. J.P. Morgan expressed no opinion as to the fairness of the Exchange Ratio to the holders of any class of securities, creditors or other constituencies of Barings BDC or as to the underlying decision by Barings BDC to engage in the proposed Merger. The issuance of J.P. Morgan’s opinion was approved by a fairness committee of J.P. Morgan. The summary of the opinion of J.P. Morgan set forth in this joint proxy statement/prospectus is qualified in its entirety by reference to the full text of such opinion. The opinion does not constitute a recommendation to any stockholder of Barings BDC or any stockholder of any other entity as to how such stockholder should vote with respect to the proposed Merger or any other matter.

In arriving at its opinion, J.P. Morgan, among other things:

In giving its opinion, J.P. Morgan relied upon and assumed the accuracy and completeness of all information that was publicly available or was furnished to or discussed with J.P. Morgan by Barings BDC and Barings or otherwise reviewed by or for J.P. Morgan, and J.P. Morgan did not independently verify any such information or its accuracy or completeness and, pursuant to its engagement letter with Barings BDC, did not assume any obligation to undertake any such independent verification. J.P. Morgan did not conduct and was not provided with any valuation or appraisal of any assets or liabilities, including the respective investment portfolios of Barings BDC and MVC, nor did J.P. Morgan evaluate the solvency of Barings BDC and MVC under any applicable laws relating to bankruptcy, insolvency or similar matters. In relying on financial analyses and forecasts provided to J.P. Morgan or derived therefrom (including the Synergies), J.P. Morgan assumed that they were reasonably prepared based on assumptions reflecting the best currently available estimates and judgments by Barings and Barings BDC’s management as to the expected future results of operations and financial condition of Barings BDC and MVC to which such analyses or forecasts relate. J.P. Morgan expressed no view as to such analyses or forecasts (including the Synergies) or the assumptions on which they were based. J.P. Morgan also assumed that the Merger and the other transactions contemplated by the Merger Agreement will qualify as a tax-free reorganization for United States federal income tax purposes, and will be consummated as described in the Merger Agreement. J.P. Morgan also assumed that the representations and warranties made by Barings BDC, Barings and MVC in the Merger Agreement and the related agreements were and will be true and correct in all respects material to its analysis, and that the potential adjustments to the Exchange Ratio contemplated by the Merger Agreement will not result in any adjustment to the Exchange Ratio that is material to J.P. Morgan’s analysis. J.P. Morgan is not a legal, regulatory or tax expert and relied on the assessments made by advisors to Barings BDC with respect to such issues. J.P. Morgan further assumed that all material governmental, regulatory or other consents and approvals necessary for the consummation of the Merger will be obtained without any adverse effect on Barings BDC or MVC or on the contemplated benefits of the Merger.

J.P. Morgan’s opinion was necessarily based on economic, market and other conditions as in effect on, and the information made available to J.P. Morgan as of, the date of such opinion. J.P. Morgan’s opinion noted that subsequent developments may affect J.P. Morgan’s opinion, and that J.P. Morgan does not have any obligation to update, revise, or reaffirm such opinion. J.P. Morgan’s opinion is limited to the fairness, from a financial point of view, to Barings BDC of the Exchange Ratio in the Merger, and J.P. Morgan has expressed no opinion as to the fairness of the Cash Consideration, nor did J.P. Morgan express any opinion as to the fairness of the Exchange Ratio to the holders of any class of securities, creditors or other constituencies of Barings BDC or the underlying decision by Barings BDC to engage in the Merger. Furthermore, J.P. Morgan expressed no opinion with respect to the amount or nature of any compensation to any officers, directors, or employees of any party to the proposed Merger, or any class of such persons relative to the Exchange Ratio in the proposed Merger or with respect to the fairness of any such compensation. J.P. Morgan expressed no opinion as to the price at which Barings BDC Common Stock or MVC Common Stock will trade at any future time. J.P. Morgan also expressed no opinion as to the other transactions undertaken in connection with the Merger, or any other agreement, arrangement or understanding, including without limitation, the Credit Support Agreement and the Barings BDC Trading Plan entered into or undertaken in connection with or contemplated by the Merger, any related transactions or otherwise, or any terms, aspects or implications of such transactions, agreements, arrangements or understandings.

The terms of the Merger Agreement, including the Exchange Ratio, were determined through arm’s length negotiations between Barings BDC and MVC, and the decision to enter into the Merger Agreement was solely that of the Barings BDC Board and the MVC Board. J.P. Morgan’s opinion and financial analyses were only one of the many factors considered by the Barings BDC Board in its evaluation of the proposed Merger and should not be viewed as determinative of the views of the Barings BDC Board or management with respect to the proposed Merger or the Exchange Ratio.

In accordance with customary investment banking practice, J.P. Morgan employed generally accepted valuation methodologies in rendering its opinion to the Barings BDC Board on August 10, 2020 and contained in the presentation delivered to the Barings BDC Board on such date in connection with the rendering of such opinion. The following is a summary of the material financial analyses utilized by J.P. Morgan in connection with rendering its opinion to the Barings BDC Board and does not purport to be a complete description of the analyses or data presented by J.P. Morgan. Some of the summaries of the financial analyses include information presented in tabular format. The tables are not intended to stand alone, and in order to more fully understand the financial analyses used by J.P. Morgan, the tables must be read together with the full text of each summary. Considering the data set forth below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of J.P. Morgan’s analyses.

MVC Public Trading Multiples Analysis. Using publicly available information, J.P. Morgan compared selected financial data of MVC with similar data for selected publicly traded companies engaged in businesses which J.P. Morgan judged to be analogous to the business of MVC. The companies selected by J.P. Morgan were Fidus Investment Corporation, Gladstone Capital Corporation, Saratoga Investment Corp., and Stellus Capital Investment Corp. J.P. Morgan calculated and analyzed (1) the ratio of each selected company’s per share market price to NAV per share and (2) each selected company’s estimated 2021 dividend yield. In all instances, share prices were based on publicly available data as of August 7, 2020 and NAV was based on the latest information publicly available. The following presents the results of this analysis:

Based on the results of this analysis, the consensus price/NAV multiple and estimated 2021 dividend yield for MVC of 0.63x and 10.3%, respectively, and on other factors J.P. Morgan considered appropriate, J.P. Morgan selected a range of Price/NAV multiples from 0.60x to 0.70x. J.P. Morgan then applied this range to MVC’s adjusted NAV per share on April 30, 2020 of $9.62, adjusted to take into account a 6.9% portfolio asset write-down as instructed by Barings BDC’s management (“adjusted NAV”). The analysis resulted in an implied per share range for MVC Common Stock, rounded to the nearest $0.05, of approximately $5.75 to $6.75, as compared to the implied offer price per share of MVC Common Stock of $7.75 (based on the Exchange Ratio of 0.94024x and excluding the Cash Consideration) and the closing price per share of MVC Common Stock of $6.63 on August 7, 2020.

Based on the results of the above analysis and on other factors J.P. Morgan considered appropriate, J.P. Morgan then selected a range of estimated 2021 dividend yields of 10.0% to 12.0%. J.P. Morgan then applied this range to the Barings BDC-Prepared MVC Forecast for MVC’s estimated 2021 dividend per share of $0.39. The analysis resulted in an implied per share range for MVC Common Stock, rounded to the nearest $0.05, of approximately $3.25 to $3.90, as compared to the implied offer price per share of MVC Common Stock of $7.75 (based on the Exchange Ratio of 0.94024x and excluding the Cash Consideration) and the closing price per share of MVC Common Stock of $6.63 on August 7, 2020.

For reference only and not as a component of its fairness analysis, J.P. Morgan also applied the selected range of estimated 2021 dividend yields to the Barings BDC-Prepared MVC Forecast for MVC’s estimated 2023 run-rate

distributions per share of $0.71, which resulted in an implied per share range for MVC Common Stock of approximately $5.95 to $7.14, as compared to the implied offer price per share of MVC Common Stock of $7.75 (based on the Exchange Ratio of 0.94024x and excluding the Cash Consideration) and the closing price per share of MVC Common Stock of $6.63 on August 7, 2020.

No company used in these analyses is identical or directly comparable to MVC. Accordingly, an evaluation of the results of these analyses necessarily involves complex considerations and judgments concerning differences in financial, operating, and business sector characteristics, and other factors that could affect the public trading or other values of the companies to which MVC is compared.

Selected Transaction Multiples Analysis. Using publicly available information, J.P. Morgan examined selected transactions with respect to selected companies engaged in businesses which J.P. Morgan deemed to be analogous to the business of MVC or aspects thereof. Using publicly available estimates, J.P. Morgan calculated and reviewed the ratio of each selected transaction’s aggregate purchase price to NAV (each of which is listed in the following table).

Based on the results of this analysis and on other factors J.P. Morgan considered appropriate, J.P. Morgan selected a range of Price/NAV multiples from 0.85x to 1.00x. J.P. Morgan then applied this range to MVC’s adjusted NAV per share on April 30, 2020 of $9.62, adjusted for a 6.9% portfolio asset write-down. The analysis resulted in an implied per share range for MVC Common Stock, rounded to the nearest $0.05, of approximately $8.20 to $9.60, as compared to the implied offer price per share of MVC Common Stock of $7.75 (based on the Exchange Ratio of 0.94024x and excluding the Cash Consideration) and the closing price per share of MVC Common Stock of $6.63 on August 7, 2020.

MVC Dividend Discount Analysis. J.P. Morgan conducted a dividend discount analysis of MVC Common Stock for the purpose of determining the fully diluted equity value per share. In performing its analysis, J.P. Morgan used, among others, the following assumptions, which were reviewed and approved by Barings and Barings BDC’s management:

These calculations resulted in an implied range of equity values per share for MVC Common Stock, rounded to the nearest $0.05, of approximately $5.10 to $6.85, as compared to the implied offer price per share of MVC Common Stock of $7.75 (based on the Exchange Ratio of 0.94024x and excluding the Cash Consideration) and the closing price per share of MVC Common Stock of $6.63 on August 7, 2020.

which was $3.00 per share to $10.45 per share, and compared that range to (1) the closing price per share of MVC Common Stock of $6.63 on August 7, 2020 and (2) the implied offer price per share of MVC Common Stock of $7.75 (based on the Exchange Ratio of 0.94024x and excluding the Cash Consideration).

Barings BDC Public Trading Multiples Analysis. Using publicly available information, J.P. Morgan compared selected financial data of Barings BDC with similar data for selected publicly traded companies engaged in businesses which J.P. Morgan judged to be analogous to the business of Barings BDC. The companies selected by J.P. Morgan were Solar Capital Ltd., Bain Capital Specialty Finance, Inc., Goldman Sachs BDC, Inc., Apollo Investment Corporation, Blackrock TCP Capital Corp., TCG BDC, Inc., Crescent Capital BDC, Inc. and PennantPark Floating Rate Ltd. J.P. Morgan calculated and analyzed (1) the ratio of each selected company’s per share market price to NAV per share and (2) each selected company’s estimated 2021 dividend yield. In all instances, share prices were based on publicly available data as of August 7, 2020 and NAV was based on the latest information publicly available. The following presents the results of this analysis:

Based on the results of this analysis, the consensus Price/NAV multiple and estimated 2021 dividend yield for Barings BDC of 0.81x and 7.8%, respectively, and on other factors J.P. Morgan considered appropriate, J.P. Morgan selected a range of Price/NAV multiples from 0.60x to 0.85x. J.P. Morgan then applied this range to Barings BDC’s NAV per share on June 30, 2020 of $10.23. The analysis resulted in an implied per share range for Barings BDC Common Stock, rounded to the nearest $0.05, of approximately $6.15 to $8.70, as compared to the closing price per share of Barings BDC Common Stock of $8.24 on August 7, 2020.

Based on the results of the above analysis and on other factors J.P. Morgan considered appropriate, J.P. Morgan then selected a range of estimated 2021 dividend yields of 8.0% to 15.0%. J.P. Morgan then applied this range to the Barings BDC Forecast for Barings BDC’s estimated 2021 dividend per share of $0.67. The analysis resulted in an implied per share range for Barings BDC Common Stock, rounded to the nearest $0.05, of approximately $4.45 to $8.40, as compared to the closing price per share of Barings BDC Common Stock of $8.24 on August 7, 2020.

No company used in these analyses is identical or directly comparable to Barings BDC. Accordingly, an evaluation of the results of these analyses necessarily involves complex considerations and judgments concerning differences in financial, operating, and business sector characteristics, and other factors that could affect the public trading or other values of the companies to which Barings BDC is compared.

Barings BDC Dividend Discount Analysis. J.P. Morgan conducted a dividend discount analysis of Barings BDC Common Stock for the purpose of determining the fully diluted equity value per share. In performing its analysis, J.P. Morgan used, among others, the following assumptions, which were reviewed and approved by Barings BDC’s management:

These calculations resulted in an implied range of equity values per share for Barings BDC Common Stock, rounded to the nearest $0.05, of approximately $6.50 to $8.45, as compared to the closing price per share of Barings BDC Common Stock of $8.24 on August 7, 2020.

Public Trading Multiples Analysis. J.P. Morgan compared the results from the “MVC Public Trading Multiples Analysis” section and the “Barings BDC Public Trading Multiples Analysis” section above to determine a range of implied exchange ratios.

Specifically, J.P. Morgan compared (1) the highest equity value per share based on Price/NAV for Barings BDC to the lowest equity value per share based on Price/adjusted NAV for MVC, and (2) the lowest equity value per share based on Price/NAV for Barings BDC to the highest equity value per share based on Price/adjusted NAV for MVC, to derive the range of exchange ratios implied by the Price/NAV public trading multiples analyses. This analysis was based on share prices implied by (1) Barings BDC’s June 30, 2020 NAV per share of $10.23 and (2) MVC’s adjusted April 30, 2020 NAV per share of $9.62, adjusted for a 6.9% portfolio asset write-down. The analysis resulted in a range of implied exchange ratios of 0.66092x to 1.09756x on a standalone basis (i.e., without Synergies), as compared to the Exchange Ratio of 0.94024x.

Additionally, J.P. Morgan compared (1) the highest equity value per share based on estimated 2021 dividend yields for Barings BDC to the lowest equity value per share based on estimated 2021 dividend yields for MVC, and (2) the lowest equity value per share based on estimated 2021 dividend yields for Barings BDC to the highest equity value per share based on estimated 2021 dividend yields for MVC, to derive the range of exchange ratios implied by the estimated 2021 dividend yields public trading multiples analyses. The analysis resulted in a range of implied exchange ratios of 0.38690x to 0.87640x on a standalone basis (i.e., without Synergies), as compared to the Exchange Ratio of 0.94024x. For reference only and not as a component of its fairness analysis, J.P. Morgan conducted the aforementioned analysis using the endpoints of the range for MVC calculated based on MVC’s estimated 2023 run-rate distributions per share of $0.71 . The analysis resulted in a range of implied exchange ratios of 0.70833x to 1.60674x on a standalone basis (i.e., without Synergies), as compared to the Exchange Ratio of 0.94024x.

Dividend Discount Analysis. J.P. Morgan compared the results from the “MVC Dividend Discount Analysis” section and the “Barings BDC Dividend Discount Analysis” section above to determine a range of implied exchange ratios. Specifically, J.P. Morgan compared (1) the highest equity value per share for Barings BDC to the lowest equity value per share for MVC, and (2) the lowest equity value per share for Barings BDC to the highest equity value per share for MVC, to derive the range of exchange ratios implied by the dividend discount analyses. This analysis assumed (1) a valuation date of December 31, 2020, (2) mid-year discounting, (3) an 11.5%-12.5% cost of equity and (4) a 0.50x-0.75x Price/NAV terminal multiple for MVC and a 0.60x-0.85x Price/NAV terminal multiple for Barings BDC. The analysis resulted in a range of implied exchange ratios of 0.60355x to 1.05385x on a standalone basis (i.e., without Synergies), as compared to the Exchange Ratio of 0.94024x.

Intrinsic Value Creation Analysis. J.P. Morgan conducted an implied intrinsic value creation analysis, based on the Barings BDC Forecasts and the Barings BDC-Prepared MVC Forecasts, that compared the implied equity value per share of Barings BDC Common Stock derived from a dividend discount analysis on a standalone basis to the pro forma combined company implied equity value per share, taking into account the estimated Synergies. The pro forma combined company equity value per share was equal to (1) the sum of (a) the implied equity value of Barings BDC using the midpoint value of 12.0% and a midpoint Price/NAV terminal value multiple of 0.73x, plus (b) the equity value of MVC using the midpoint value of 12.0% and a midpoint Price/NAV terminal value multiple of 0.63x, plus (c) the total value of the Synergies, divided by (2) the pro forma diluted number of shares outstanding of Barings BDC based on the Exchange Ratio of 0.94024x. The total value of the Synergies was assessed using (1) a midpoint cost of equity of 12.0% for incremental net investment income, incremental incentive fees, management savings, interest expense savings and administrative fee savings, (2) a terminal value assessed using a 0.0% growth rate applied to estimated 2024 incremental investment income and (3) an assumed 100% dividend payout of incremental net investment income resulting from the Synergies. As instructed by Barings BDC’s management, the intrinsic value creation analysis did not take into consideration transaction expenses, nor did it take into consideration the Cash Consideration, the Credit Support Agreement or the Barings BDC Trading Plan. The intrinsic value creation analysis indicated that at the Exchange Ratio of 0.94024x, the Merger would create hypothetical incremental implied value for the holders of Barings BDC Common Stock.

Miscellaneous. The foregoing summary of certain material financial analyses does not purport to be a complete description of the analyses or data presented by J.P. Morgan. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. J.P. Morgan believes that the foregoing summary and its analyses must be considered as a whole and that selecting portions of the foregoing summary and these analyses, without considering all of its analyses as a whole, could create an incomplete view of the processes underlying the analyses and its opinion. As a result, the ranges of valuations resulting from any particular analysis or combination of analyses described above were merely utilized to create points of reference for analytical purposes and should not be taken to be the view of J.P. Morgan with respect to the actual value of Barings BDC or MVC. The order of analyses described does not represent the relative importance or weight given to those analyses by J.P. Morgan. In arriving at its opinion, J.P. Morgan did not attribute any particular weight to any analyses or factors considered by it and did not form an opinion as to whether any individual analysis or factor (positive or negative), considered in isolation, supported or failed to support its opinion. Rather, J.P. Morgan considered the totality of the factors and analyses performed in determining its opinion.

Analyses based upon forecasts of future results are inherently uncertain, as they are subject to numerous factors or events beyond the control of the parties and their advisors. Accordingly, forecasts and analyses used or made by J.P. Morgan are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by those analyses. Moreover, J.P. Morgan’s analyses are not and do not purport to be appraisals or otherwise reflective of the prices at which businesses actually could be acquired or sold. None of

the selected companies reviewed as described in the above summary is identical to Barings BDC or MVC, and none of the selected transactions reviewed was identical to the Merger. However, the companies selected were chosen because they are publicly traded companies with operations and businesses that, for purposes of J.P. Morgan’s analysis, may be considered similar to those of Barings BDC and MVC. The transactions selected were similarly chosen because their participants, size and other factors, for purposes of J.P. Morgan’s analysis, may be considered similar to the Merger. The analyses necessarily involve complex considerations and judgments concerning differences in financial and operational characteristics of the companies involved and other factors that could affect the companies compared to Barings BDC and MVC and the transactions compared to the Merger.

As a part of its investment banking business, J.P. Morgan and its affiliates are continually engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, investments for passive and control purposes, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements, and valuations for corporate and other purposes. J.P. Morgan was selected to advise Barings BDC with respect to the Merger and deliver an opinion to the Barings BDC Board with respect to the Merger on the basis of, among other things, such experience and its qualifications and reputation in connection with such matters and its familiarity with Barings BDC, MVC and the industries in which they operate.

For services rendered in connection with the Merger (including the delivery of J.P. Morgan’s opinion), J.P. Morgan will receive a fee from Barings BDC of up to $3.5 million, of which $2.0 million became payable to J.P. Morgan upon delivery of the J.P. Morgan opinion, and the balance of which will become payable only if the proposed Merger is consummated. In addition, Barings BDC has agreed to reimburse J.P. Morgan for its expenses incurred in connection with its services, including the fees and disbursements of counsel, and will indemnify J.P. Morgan against certain liabilities arising out of J.P. Morgan’s engagement. During the two years preceding the date of J.P. Morgan’s opinion, neither J.P. Morgan nor its affiliates have had any material financial advisory or other material commercial or investment banking relationships with Barings, MVC, TTG Advisers, Omega Advisors Inc., a significant shareholder of MVC, Wynnefield Capital Inc., a significant shareholder of MVC, or West Family Investments, Inc., a significant shareholder of MVC. During the two years preceding the date of J.P. Morgan’s opinion, J.P. Morgan and its affiliates have had commercial or investment banking relationships with Barings BDC for which J.P. Morgan and such affiliates have received customary compensation. Such services during such period have included acting as joint lead arranger and joint bookrunner with respect to Barings BDC’s credit facility in February 2019. In addition, J.P. Morgan’s commercial banking affiliate is an agent bank and a lender under outstanding credit facilities of Barings BDC, for which it receives customary compensation or other financial benefits. In addition, J.P. Morgan and its affiliates hold, on a proprietary basis, less than 1% of the outstanding common stock of each of Barings BDC and MVC. During the two year period preceding delivery of its opinion ending on August 10, 2020, the aggregate fees recognized by J.P. Morgan from Barings were approximately $660,000 (inclusive of fees paid to J.P. Morgan for acting as joint lead arranger and joint bookrunner with respect to Barings BDC’s credit facility in February 2019). In the ordinary course of their businesses, J.P. Morgan and its affiliates may actively trade the debt and equity securities or financial instruments (including derivatives, bank loans or other obligations) of Barings BDC, Barings, MVC, TTG Advisers, Omega Advisors Inc., Wynnefield Capital Inc. or West Family Investments, Inc. for their own accounts or for the accounts of customers and, accordingly, they may at any time hold long or short positions in such securities or other financial instruments.

MVC has retained JMP as its financial advisor in connection with the Merger. In connection with this engagement, the MVC Board requested that JMP evaluate the fairness, from a financial point of view, to holders of MVC Common Stock (other than Barings BDC, Acquisition Sub, Barings and their respective affiliates) of the Merger Consideration to be received by such holders. On August 10, 2020, at meetings of the MVC Strategic Review Committee and the MVC Board at which the Merger was approved, JMP rendered an oral opinion, confirmed by delivery of a written opinion dated August 10, 2020, to the MVC Board and the MVC Strategic Review Committee to the effect that, as of that date and based on and subject to the various assumptions and limitations set forth in its opinion, the Merger Consideration to be received by holders of MVC Common Stock (other than Barings BDC, Acquisition Sub, Barings and their respective affiliates) was fair, from a financial point of view, to such holders.

The full text of JMP’s written opinion, dated August 10, 2020, which describes the assumptions made, procedures followed, matters considered and limitations on the review undertaken, is attached to this proxy statement/prospectus as Annex D and is incorporated into this joint proxy statement/prospectus by reference. The description of JMP’s opinion set forth in this joint proxy statement/prospectus is qualified in its entirety by reference to the full text of JMP’s opinion. JMP’s opinion was directed and addressed to the MVC Board (in its capacity as such) and, at the request of the MVC Board, also to the MVC Strategic Review Committee (in its capacity as such) in connection with their respective consideration of the Merger. JMP’s opinion did not address the underlying decision of MVC to proceed with or effect the Merger or the relative merits of the Merger as compared to any alternative strategy or transaction that might exist for MVC. JMP’s opinion does not constitute a recommendation as to how the MVC Board, the MVC Strategic Review Committee or any MVC or other stockholder should act or vote with respect to the Merger or any other matter.

For purposes of its opinion, JMP:

In arriving at its opinion, JMP, with MVC’s consent, (1) relied upon and assumed the accuracy and completeness of all information from public sources or which was provided to JMP by or on behalf of MVC or Barings BDC or otherwise reviewed by JMP, without independent verification, (2) did not assume any responsibility for independently verifying such information, and (3) relied on the assurances of the senior managements of MVC and Barings BDC that they were not aware of any facts or circumstances that would make such information which was provided to JMP inaccurate or misleading. In addition, with MVC’s consent, JMP did not make any independent evaluation or appraisal of any of the assets or liabilities (contingent or otherwise) of MVC or Barings BDC, nor was JMP furnished with any such evaluations or appraisals. With MVC’s consent, JMP has

also not examined any individual loan or credit files. With respect to the financial projections and liquidation value estimates referred to above and any other forecasts or forward-looking information, JMP assumed, upon the advice of the respective senior managements of MVC and Barings BDC, as the case may be, that such projections, estimates, forecasts and information were reasonably prepared and reflected the best currently available estimates and good faith judgments of the managements of MVC and Barings BDC, as the case may be, as to the expected future results of operations and financial condition of MVC and Barings BDC and the other matters covered thereby, and JMP relied on such information in arriving at its opinion and did not assess the reasonableness or achievability of such projections, estimates, forecasts and information. Further, with respect to such financial projections, as part of JMP’s analysis in connection with its opinion, JMP assumed, at the direction of MVC, that the financial results reflected therein could be realized in the amounts and at the times indicated thereby. In addition, JMP did not perform or rely upon any analysis to (1) value the respective portfolio investments or assets of MVC or Barings BDC, or (2) evaluate the potential pro forma financial and/or strategic effects of the Merger on Barings BDC.

In addition, in arriving at its opinion, JMP assumed, with MVC’s consent, that (1) there were no material change in any of the assets, liabilities, financial condition, business or prospects of MVC or Barings BDC since the date of the most recent financial statements and other information made available to JMP, (2) all material information JMP requested from MVC and Barings BDC during the scope of its engagement was provided to JMP fully and in good faith, (3) the Merger and related transactions would be consummated in accordance with the terms and conditions set forth in the Merger Agreement (the final terms and conditions of which JMP assumed would not differ in any respect material to its analysis from the aforementioned draft it reviewed), without any waiver, modification or amendment of any material terms or conditions, (4) the representations and warranties made by the parties to the Merger Agreement were and would be true and correct in all respects material to its analysis, (5) all governmental and third party consents, approvals and agreements necessary for the consummation of the Merger and related transactions would be obtained without any adverse effect on MVC, Barings BDC or the Merger, and (6) the Merger and related transactions would not violate any applicable federal or state statutes, rules or regulations. JMP further assumed, with MVC’s consent, that the Merger would qualify for the intended tax treatment described in the Merger Agreement for U.S. federal income tax purposes. In addition, JMP assumed, with MVC’s consent, that none of the potential adjustments (if any) to the Cash Consideration or the Share Consideration, the payment of dividends prior to the closing date of the Merger, tax matters relating to registered investment company status or otherwise, and the treatment of the outstanding debt of MVC in the Merger will be material to JMP’s analysis.

JMP expressed no view or opinion as to the form or structure of the Merger or any related transaction, including, without limitation, the allocation of the Merger Consideration between the Cash Consideration and the Share Consideration. JMP’s opinion did not constitute legal, regulatory, accounting, insurance, tax or other similar professional advice and did not address (1) the underlying decision of MVC to proceed with or effect the Merger or any related transaction, (2) the terms of the Merger (other than the Merger Consideration to the extent expressly addressed in JMP’s opinion) or any related transaction or any arrangements, understandings, agreements or documents related to the Merger or any related transaction (including, without limitation, the credit support agreement and trading plan provided for in the Merger Agreement or the potential amendment of the investment advisory agreement between Barings BDC and Barings), (3) the fairness of the Merger or any other transaction to MVC, MVC’s equity holders or creditors or any other person or entity (other than with respect to the Merger Consideration to the extent expressly addressed in JMP’s opinion), (4) the relative merits of the Merger or any related transaction as compared to any alternative strategy or transaction that might exist for MVC, or the effect of any other transaction which it may consider in the future, (5) the tax, accounting or legal consequences of the Merger or any related transaction, or (6) the solvency, creditworthiness, fair market value or fair value of any of MVC, Barings BDC or their respective assets under any applicable laws relating to bankruptcy, insolvency, fraudulent conveyance or similar matters. JMP’s opinion expressed no opinion as to the fairness of the amount or nature of any compensation to any officers, directors, or employees of any party to the Merger, or any class of such persons, relative to the Merger Consideration.

JMP’s opinion was necessarily based on business, economic, monetary, market and other conditions as they existed and could reasonably be evaluated on, and the information made available to JMP as of, the date of JMP’s opinion. In particular, there is significant uncertainty in MVC’s and Barings BDC’s industry and significant volatility in the equity and credit markets. Subsequent developments may affect JMP’s opinion, and JMP assumed no responsibility for updating or revising its opinion based on circumstances or events occurring

after the date of JMP’s opinion (regardless of the closing date of the Merger). JMP was not engaged to amend, supplement or update its opinion at any time. JMP expressed no view or opinion as to what the value of Barings BDC Common Stock or any other security of Barings BDC actually would be when issued pursuant to the Merger or otherwise or the prices at which MVC Common Stock, Barings BDC Common Stock or any other security of MVC or Barings BDC might be purchased, sold or exchanged, or otherwise be transferable, at any time. JMP also expressed no view or opinion as to the prices at which any of the respective portfolio investments or assets of MVC or Barings BDC may be purchased, sold or exchanged, or otherwise be transferable, or as to foreign exchange rates, at any time. Except as described in this summary, MVC imposed no other instructions or limitations on JMP with respect to the investigations made or procedures followed by JMP in rendering its opinion.

In preparing its opinion, JMP performed a variety of financial analyses, including those described below. This summary of the analyses is not a complete description of JMP’s opinion or the analyses underlying, and factors considered in connection with, JMP’s opinion, but summarizes the material analyses performed and presented in connection with such opinion. The preparation of a financial opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a financial opinion is not readily susceptible to summary description. JMP arrived at its ultimate opinion based on the results of all analyses undertaken by it and assessed as a whole, and did not draw, in isolation, conclusions from or with regard to any one factor or method of analysis for purposes of its opinion. Accordingly, JMP believes that its analyses must be considered as a whole and selecting portions of its analyses and factors, without considering all analyses and factors, could create a misleading or incomplete view of the processes underlying its analyses and opinion.

In its analyses, JMP considered industry performance, general business, economic, market and financial conditions and other matters existing as of the date of its opinion, many of which are beyond the control of MVC. No company, business or transaction reviewed is identical to MVC, Barings BDC or the Merger. An evaluation of these analyses is not entirely mathematical; rather, the analyses involve complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the public trading or other values of the companies, businesses or transactions reviewed.

The estimates contained in JMP’s analyses and the valuation ranges resulting from any particular analysis are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those suggested by its analyses. In addition, analyses relating to the value of businesses or securities do not purport to be appraisals or to reflect the prices at which businesses or securities actually may be sold or acquired. Accordingly, the estimates used in, and the results derived from, JMP’s analyses are inherently subject to substantial uncertainty.

JMP was not requested to, and it did not, recommend the specific consideration payable in the Merger. The type and amount of consideration payable in the Merger was determined through negotiations between MVC and Barings BDC and the decision of MVC to enter into the Merger Agreement was solely that of the MVC Board and the MVC Strategic Review Committee. JMP’s opinion was only one of many factors considered by the MVC Board and the MVC Strategic Review Committee in their consideration of the Merger and should not be viewed as determinative of the views of the MVC Board, the MVC Strategic Review Committee or MVC’s management with respect to the Merger or the consideration to be paid in the Merger.

The following is a summary of the material financial analyses provided to the MVC Board and the MVC Strategic Review Committee in connection with JMP’s opinion. The financial analyses summarized below include information presented in tabular format. In order to fully understand JMP’s financial analyses, the tables must be read together with the text of each summary. Considering the data below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of JMP’s financial analyses.

For purposes of the financial analyses of MVC described below, JMP utilized an implied value of the Merger Consideration of $8.14 per outstanding share of MVC Common Stock calculated as the sum of the Cash Consideration of $0.39 and the implied value of the Share Consideration of $7.75 based on the closing price of Barings BDC Common Stock of $8.24 on August 7, 2020. Based on the implied value of the Merger Consideration of $8.14 per outstanding share of MVC Common Stock, JMP also calculated and reviewed with

the MVC Board and the MVC Strategic Review Committee an implied transaction multiple of 0.78x MVC’s NAV per share as of April 30, 2020 and implied premiums paid percentages of 22.8%, 25.0%, 25.1%, 27.9% and 24.8%, respectively, relative to MVC’s closing stock price on August 7, 2020 and volume weighted average stock price for the five-day, 10-day, 30-day and 60-day periods ended August 7, 2020.

Selected Public Companies Analysis. JMP compared certain financial and stock market information for MVC to similar information for 17 selected publicly traded debt-focused business development companies, including Barings BDC, with net assets between $100 million and $500 million. Senior loan and venture-lending business development companies and announced merger targets were excluded from the selected companies. The selected companies were the following:

Using publicly available information and market data, JMP reviewed, among other things, closing stock prices on August 7, 2020 of the selected companies as a multiple of latest publicly reported NAV per share. JMP also reviewed dividend yields of the 16 selected companies which paid dividends in their most recent publicly available completed quarter, calculated as annualized dividends for the most recent publicly available completed quarter as a percentage of closing stock prices on August 7, 2020.

The top quartile, median and bottom quartile of NAV per share multiples and dividend yields of the selected companies are indicated in the table below (excluding the impact of dividend yields for two selected companies which were considered not meaningful because the dividend yields were greater than 25%):

Taking into account the above summary data, JMP applied a range of NAV per share multiples, using the bottom and top quartiles of the multiples of the selected companies, to MVC’s NAV per share as of April 30, 2020, and JMP applied a range of dividend yields, using the bottom and top quartiles of the dividend yields of the selected companies, to MVC’s current annualized dividend for the quarter ended April 30, 2020. This analysis indicated

an implied per share equity value reference range of MVC of $5.03 to $7.66 based on NAV per share multiples and an implied per share equity value reference range of MVC of $4.81 to $6.98 based on dividend yields, as compared to the implied value of the Merger Consideration of $8.14 per outstanding share of MVC Common Stock.

Selected Precedent M&A Transactions Analysis. JMP reviewed publicly available information relating to 13 selected business development company M&A transactions that were announced since January 1, 2009. Announced but terminated transactions were excluded from the selected transactions. The selected transactions were the following:

Using publicly available information, JMP reviewed the equity purchase value in each of the selected transactions as a multiple of each target company’s NAV at the end of the most recent completed quarter prior to public announcement of the relevant transaction based on then publicly available information. The top quartile, median and bottom quartile of the equity book value multiples of the selected transactions are indicated in the table below:

Taking into account the above summary data, JMP applied a range of NAV multiples, using the bottom and top quartiles of the multiples of the selected transactions, to MVC’s NAV per share as of April 30, 2020. This analysis indicated an implied per share equity value reference range of $7.12 to $10.49, as compared to the implied value of the Merger Consideration of $8.14 per outstanding share of MVC Common Stock.

Dividend Discount Analysis. JMP performed a dividend discount analysis of MVC based on financial projections provided to JMP by MVC. Using discount rates ranging from 14.5% to 16.5%, JMP calculated (1) a range of implied present values of the projected dividends that MVC was forecasted to generate from July 31, 2020 through July 31, 2022 and (2) a range of implied present values of implied terminal values for MVC based on long-term price-to-NAV multiples. The implied terminal values were derived by applying a range of terminal multiples of 0.75x to 0.95x to MVC’s estimated NAV as of July 31, 2022. This analysis indicated an implied per share equity value reference range for MVC of $6.79 to $8.51, as compared to the implied value of the Merger Consideration of $8.14 per outstanding share of MVC Common Stock.

Management Liquidation Analysis. JMP reviewed a liquidation analysis of MVC that was provided by MVC management. The liquidation analysis was based on estimates of net proceeds that could be generated in a hypothetical liquidation of MVC’s total assets and liabilities that were provided by MVC management. Applying a selected range of NAV multiples of 0.60x to 0.74x, the liquidation analysis indicated an implied per share equity value reference range for MVC of $6.27 to $7.77, as compared to the implied value of the Merger Consideration of $8.14 per outstanding share of MVC Common Stock.

The results of a liquidation analysis are highly dependent on the assumptions that must be made, including projected net proceeds from asset sales. The results may not be indicative of the actual values in a liquidation of MVC.

Premiums Paid Analysis. For illustrative purposes only, JMP reviewed the premiums paid in 17 selected acquisitions of publicly traded specialty finance companies relative to the closing stock prices of the acquired companies one day, one week and one month prior to public announcement of the relevant transaction. The selected acquisitions consisted of completed transactions announced between April 29, 2015 and July 28, 2020 with announced implied transaction values of between $25 million and $2.5 billion.

The top quartile, median and bottom quartile of premiums paid in the selected acquisitions reviewed by JMP are indicated in the table below:

Taking into account the above summary data, JMP applied the bottom and top quartiles of the one-day, one-week and one-month premiums paid in the selected acquisitions to the closing prices of MVC Common Stock on August 7, 2020, August 3, 2020 and July 9, 2020. This analysis indicated an implied per share equity value reference range for MVC Common Stock of $6.98 to $8.91, as compared to the implied value of the Merger Consideration of $8.14 per outstanding share of MVC Common Stock.

Selected Public Companies Comparable Data. JMP compared certain financial and stock market information for Barings BDC to similar information for 14 selected publicly traded debt-focused business development companies with net assets between $200 million and $700 million. Senior loan and venture-lending business development companies and announced merger targets were excluded from the selected companies. The selected companies were the following:

Using publicly available information and market data, JMP reviewed, among other things, dividend yields of the selected companies, calculated as annualized dividends for the most recent publicly available completed quarter as a percentage of closing stock prices on August 7, 2020, and closing stock prices on August 7, 2020 of the selected companies as a multiple of latest publicly reported NAV per share. JMP compared these dividend yields

and NAV multiples to the corresponding data of Barings BDC based on its current annualized dividend for the quarter ended June 30, 2020 and NAV per share as of June 30, 2020.

This analysis indicated the following top quartile, median and bottom quartile data for the selected companies (excluding the impact of the dividend yield for one of the selected companies which was considered not meaningful because the dividend yield was greater than 25%) as compared to corresponding data for Barings BDC:

Dividend Discount Analysis. JMP performed a dividend discount analysis of Barings BDC based on financial projections provided to JMP by Barings BDC. Using discount rates ranging from 14.0% to 16.0%, JMP calculated (1) a range of implied present values of the projected dividends that Barings BDC was forecasted to generate from July 31, 2020 through December 31, 2022 and (2) a range of implied present values of implied terminal values for Barings BDC based on long-term price-to-NAV multiples. The implied terminal values were derived by applying a range of terminal multiples of 0.80x to 1.00x to Barings BDC’s estimated NAV as of December 31, 2022. This analysis indicated an implied per share equity value reference range for Barings BDC of $7.20 to $8.98.

Other Information. In addition to the financial analyses described above, JMP reviewed with the MVC Board and the MVC Strategic Review Committee for informational purposes, among other things, the following:

Miscellaneous. Under the terms of JMP’s engagement, MVC has agreed to pay JMP for its financial advisory services in connection with the Merger an aggregate fee of $750,000, portions of which became payable upon JMP’s engagement and upon delivery of JMP’s opinion and a portion of which will become payable only if the proposed Merger is consummated. In addition, MVC has agreed to indemnify JMP against certain claims and liabilities related to or arising out of its engagement. JMP may seek to provide investment banking and other financial services to MVC, Barings BDC, Barings or their respective affiliates in the future, for which JMP would expect to receive compensation. JMP and its affiliates in the past provided investment banking and other financial services to MVC and received and may receive compensation for the rendering of these services, including, among other things, acting as agent for share repurchases by MVC. In the ordinary course of business, JMP and its affiliates may actively trade or hold the securities of MVC and Barings BDC for their own account or for the account of their customers and, accordingly, may at any time hold a long or short position in those securities.

MVC selected JMP as its financial advisor in connection with the Merger based on JMP’s reputation and experience and familiarity with MVC and its business. JMP is a nationally recognized investment banking firm which provides capital raising, mergers and acquisitions transaction and other strategic advisory services to corporate clients. JMP’s opinion was approved by a JMP Securities LLC fairness opinion committee.

MVC does not as a matter of course make public forecasts as to future performance, earnings or other prospective financial information beyond the current fiscal year, and MVC is especially reluctant to make

forecasts for extended periods due to the inehrent uncertainty of the underlying assumptions and estimates. However, in connection with the transactions contemplated by the Merger Agreement, in August 2020, MVC’s management prepared and provided to the MVC Board in connection with its evaluation of the transactions contemplated by the Merger Agreement and to JMP, which was directed to use and rely upon such information for purposes of their financial analyses and opinion, certain non-public, internal financial forecasts regarding MVC’s anticipated future operations for the fourth fiscal quarter of 2020, each of the fiscal quarters of 2021 and the first, second and third fiscal quarters of 2022. MVC has included below a summary of these forecasts for the purpose of providing MVC stockholders access to certain non-public information that was considered by the MVC Board for purposes of evaluating the Merger and was also provided to MVC’s financial advisor. Such information may not be appropriate for other purposes.

MVC’s internal financial forecasts were not prepared with a view toward public disclosure, nor were they prepared with a view toward compliance with published guidelines of the SEC, the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of financial forecasts or in accordance with GAAP. MVC’s independent public accountants have not examined, compiled or performed any procedures with respect to the accompanying prospective financial information and, accordingly, such accountants do not express an opinion or any other form of assurance with respect thereto. The reports of such accountants incorporated by reference to this joint proxy statement/prospectus relate only to MVC’s historical financial information. They do not extend to the prospective financial information and should not be read to do so. The summary of these internal financial forecasts included below is not being included to influence your decision whether to vote for the merger but because these internal financial forecasts were provided by MVC to its financial advisor.

While presented with numeric specificity, these financial forecasts were based on numerous variables and assumptions, including (but not limited to):

Many of these assumptions are inherently subjective and uncertain and are beyond the control of MVC’s management. Important factors that may affect actual results and cause uncertainties relating to MVC’s business (including its ability to achieve strategic goals, objectives and targets over applicable periods), industry performance, general business and economic conditions and other factors discussed in the sections entitled “Special Note Regarding Forward-Looking Statements” and “Risk Factors” in this joint proxy statement/prospectus. These internal financial forecasts also reflect numerous variables, expectations and assumptions available at the time they were prepared as to certain business decisions that are subject to change. As a result, actual results may differ materially from those contained in these internal financial forecasts. Accordingly, there can be no assurance that the forecasted results summarized below will be realized.

The inclusion of a summary of these internal financial forecasts in this document should not be regarded as an indication that any of MVC, Barings BDC or their respective affiliates, advisors or representatives considered these internal financial forecasts to be necessarily predictive of actual future events, and these internal financial forecasts should not be relied upon as such nor should the information contained in these internal financial forecasts be considered appropriate for other purposes. None of MVC, Barings BDC or their respective affiliates, advisors, officers, directors or representatives can give you any assurance that actual results will not differ materially from these internal financial forecasts, and none of them undertakes any obligation to update or otherwise revise or reconcile these internal financial forecasts to reflect circumstances existing after the date these internal financial forecasts were generated or to reflect the occurrence of future events, even in the event that any or all of the assumptions underlying these forecasts are shown to be in error. Since the forecasts cover multiple years, such information by its nature becomes subject to greater uncertainty with each successive year. MVC does not intend to make publicly available any update or other revision to these internal financial forecasts.