Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 

__________________________________________________________

Form 10-Q

__________________________________________________________

(Mark One)

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

For the quarterly period ended September 30, 2018

OR

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

For the transition period from              to             

Commission file number 814-00733 

__________________________________________________________

Barings BDC, Inc.

(Exact name of registrant as specified in its charter)

__________________________________________________________

Maryland		06-1798488
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)
300 South Tryon Street, Suite 2500 Charlotte, North Carolina		28202
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code: (704) 805-7200

Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report:

__________________________________________________________

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

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

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

Large accelerated filer	ý	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	¨
		Emerging growth company	¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.			¨

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

The number of shares outstanding of the registrant’s Common Stock on November 8, 2018 was 51,284,064.

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BARINGS BDC, INC.

TABLE OF CONTENTS

QUARTERLY REPORT ON FORM 10-Q

		Page
PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements
	Unaudited Consolidated Balance Sheet as of September 30, 2018 and Consolidated Balance Sheet as of December 31, 2017	3
	Unaudited Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2018 and 2017	4
	Unaudited Consolidated Statements of Changes in Net Assets for the Nine Months Ended September 30, 2018 and 2017	5
	Unaudited Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2018 and 2017	6
	Unaudited Consolidated Schedule of Investments as of September 30, 2018	7
	Consolidated Schedule of Investments as of December 31, 2017	15
	Notes to Unaudited Consolidated Financial Statements	22
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	58
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	76
Item 4.	Controls and Procedures	76
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	78
Item 1A.	Risk Factors	78
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	80
Item 3.	Defaults Upon Senior Securities	80
Item 4.	Mine Safety Disclosures	80
Item 5.	Other Information	80
Item 6.	Exhibits	81
Signatures		82

2

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PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

BARINGS BDC, INC.

Consolidated Balance Sheets

	September 30, 2018				December 31, 2017
	(Unaudited)
Assets:
Investments at fair value:
Non-Control / Non-Affiliate investments (cost of $1,033,008,048 and $910,150,765 as of September 30, 2018 and December 31, 2017, respectively)	$	1,036,189,705			$	831,194,397
Affiliate investments (cost of $149,099,548 as of December 31, 2017)	—				147,101,949
Control investments (cost of $62,375,532 as of December 31, 2017)	—				37,988,000
Short-term investments (cost of $45,000,000 as of September 30, 2018)	45,000,000				—
Total investments at fair value	1,081,189,705				1,016,284,346
Cash and cash equivalents	116,678,976				191,849,697
Interest, fees and other receivables	4,115,713				7,806,887
Prepaid expenses and other current assets	2,608,503				1,854,861
Deferred financing fees	39,917				5,186,672
Receivable from unsettled transactions	172,801,396				—
Property and equipment, net	—				81,149
Total assets	$	1,377,434,210			$	1,223,063,612
Liabilities:
Accounts payable and accrued liabilities	$	1,678,027			$	9,863,209
Interest payable	151,864				3,997,480
Taxes payable	404,021				796,111
Deferred income taxes	—				1,331,528
Payable for investments participated	10,044,000				—
Payable from unsettled transactions	544,174,355				—
Borrowings under credit facilities	210,000,000				156,070,484
Notes	—				163,408,301
SBA-guaranteed debentures payable	—				246,321,125
Total liabilities	766,452,267				581,788,238
Commitments and contingencies (Note 9)
Net Assets:
Common stock, $0.001 par value per share (150,000,000 shares authorized, 51,284,064 and 47,740,832 shares issued and outstanding as of September 30, 2018 and December 31, 2017, respectively)	51,284				47,741
Additional paid-in capital	880,865,664				823,614,881
Total distributable earnings (loss)	(269,935,005		)		(182,387,248		)
Total net assets	610,981,943				641,275,374
Total liabilities and net assets	$	1,377,434,210			$	1,223,063,612
Net asset value per share	$	11.91			$	13.43

See accompanying notes.

3

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BARINGS BDC, INC.

Unaudited Consolidated Statements of Operations

	Three Months Ended				Three Months Ended				Nine Months Ended				Nine Months Ended
	September 30, 2018				September 30, 2017				September 30, 2018				September 30, 2017
Investment income:
Interest income:
Non-Control / Non-Affiliate investments	$	8,769,282			$	20,629,534			$	45,282,969			$	62,755,411
Affiliate investments	669,553				3,329,256				5,580,051				10,580,976
Control investments	91,678				281,147				644,805				861,294
Short-term investments	535,153				—				535,153				—
Total interest income	10,065,666				24,239,937				52,042,978				74,197,681
Dividend income:
Non-Control / Non-Affiliate investments	—				57,515				252,369				1,318,748
Affiliate investments	303,062				137,470				642,187				241,714
Total dividend income	303,062				194,985				894,556				1,560,462
Fee and other income:
Non-Control / Non-Affiliate investments	304,835				2,104,631				4,225,905				4,980,285
Affiliate investments	72,891				479,802				601,571				951,091
Control investments	—				107,292				107,819				307,292
Total fee and other income	377,726				2,691,725				4,935,295				6,238,668
Payment-in-kind interest income:
Non-Control / Non-Affiliate investments	366,344				1,963,525				2,814,474				6,756,172
Affiliate investments	136,603				622,613				962,080				2,118,550
Total payment-in-kind interest income	502,947				2,586,138				3,776,554				8,874,722
Interest income from cash and cash equivalents	822,995				175,273				1,972,591				421,062
Total investment income	12,072,396				29,888,058				63,621,974				91,292,595
Operating expenses:
Interest and other financing fees	4,369,994				7,394,241				19,304,877				21,418,371
Base management fee (Note 2)	1,546,675				—				1,546,675				—
Compensation expenses	29,435,834				4,323,708				37,371,342				12,149,527
General and administrative expenses (Note 2)	8,766,516				1,019,192				14,659,656				3,403,385
Total operating expenses	44,119,019				12,737,141				72,882,550				36,971,283
Base management fee waived (Note 2)	(993,317		)		—				(993,317		)		—
Net operating expenses	43,125,702				12,737,141				71,889,233				36,971,283
Net investment income (loss)	(31,053,306		)		17,150,917				(8,267,259		)		54,321,312
Realized and unrealized gains (losses) on investments and foreign currency borrowings:
Net realized gains (losses):
Non-Control / Non-Affiliate investments	(92,881,851		)		4,066,263				(134,191,161		)		(3,036,048		)
Affiliate investments	7,586,818				(4,443,680		)		9,939,330				(999,336		)
Control investments	(31,916,157		)		(8,503,633		)		(38,542,704		)		(12,995,073		)
Net realized losses on investments	(117,211,190		)		(8,881,050		)		(162,794,535		)		(17,030,457		)
Foreign currency borrowings	—				—				1,081,211				—
Net realized losses	(117,211,190		)		(8,881,050		)		(161,713,324		)		(17,030,457		)
Net unrealized appreciation (depreciation):
Non-Control / Non-Affiliate investments	50,825,657				(64,601,974		)		82,978,562				(70,083,204		)
Affiliate investments	(15,887,729		)		(2,313,261		)		3,197,568				(11,651,017		)
Control investments	22,717,499				2,047,411				24,387,532				(5,981,149		)
Net unrealized appreciation (depreciation) on investments	57,655,427				(64,867,824		)		110,563,662				(87,715,370		)
Foreign currency borrowings	—				(897,734		)		(863,980		)		(1,601,501		)
Net unrealized appreciation (depreciation)	57,655,427				(65,765,558		)		109,699,682				(89,316,871		)
Net realized and unrealized losses on investments and foreign currency borrowings	(59,555,763		)		(74,646,608		)		(52,013,642		)		(106,347,328		)
Loss on extinguishment of debt	(10,507,183		)		—				(10,507,183		)		—
Provision for taxes	(274,132		)		(985		)		(813,767		)		(305,166		)
Net decrease in net assets resulting from operations	$	(101,390,384	)		$	(57,496,676	)		$	(71,601,851	)		$	(52,331,182	)
Net investment income (loss) per share—basic and diluted	$	(0.59	)		$	0.36			$	(0.17	)		$	1.18
Net decrease in net assets resulting from operations per share—basic and diluted	$	(1.94	)		$	(1.20	)		$	(1.45	)		$	(1.14	)
Dividends/distributions per share:
Regular quarterly dividends/distributions	$	0.03			$	0.45			$	0.33			$	1.35
Total dividends/distributions per share	$	0.03			$	0.45			$	0.33			$	1.35
Weighted average shares outstanding—basic and diluted	52,300,269				47,743,990				49,429,678				46,079,139

See accompanying notes.

4

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BARINGS BDC, INC.

Unaudited Consolidated Statements of Changes in Net Assets

 

	Common Stock							Additional Paid-In Capital				Total Distributable Earnings (Loss)				Total Net Assets
	Number of Shares			Par Value
Balance, December 31, 2016	40,401,292			$	40,401			$	686,835,054			$	(75,719,197	)		$	611,156,258
Net investment income	—			—				—				54,321,312				54,321,312
Stock-based compensation	—			—				4,499,374				—				4,499,374
Net realized gain on investments	—			—				—				1,694,109				1,694,109
Net unrealized depreciation of investments / foreign currency	—			—				—				(108,041,437		)		(108,041,437		)
Provision for taxes	—			—				—				(305,166		)		(305,166		)
Dividends / distributions	91,366			91				1,637,467				(64,384,441		)		(62,746,883		)
Public offering of common stock	7,000,000			7,000				131,989,144				—				131,996,144
Issuance of restricted stock	360,470			361				(361		)		—				—
Common stock withheld for payroll taxes upon vesting of restricted stock	(112,296	)		(112		)		(2,180,183		)		—				(2,180,295		)
Balance, September 30, 2017	47,740,832			$	47,741			$	822,780,495			$	(192,434,820	)		$	630,393,416

 

	Common Stock							Additional Paid-In Capital				Total Distributable Earnings (Loss)				Total Net Assets
	Number of Shares			Par Value
Balance, December 31, 2017	47,740,832			$	47,741			$	823,614,881			$	(182,387,248	)		$	641,275,374
Net investment loss	—			—				—				(8,267,259		)		(8,267,259		)
Stock-based compensation	—			—				14,229,633				—				14,229,633
Net realized loss on investments / foreign currency	—			—				—				(51,044,174		)		(51,044,174		)
Net unrealized depreciation of investments / foreign currency	—			—				—				(969,468		)		(969,468		)
Loss on extinguishment of debt	—			—				—				(10,507,183		)		(10,507,183		)
Provision for taxes	—			—				—				(813,767		)		(813,767		)
Dividends / distributions	—			—				—				(15,945,906		)		(15,945,906		)
Issuance of shares to Adviser	8,529,917			8,530				99,831,315				—				99,839,845
Purchase of shares in tender offer	(4,901,961	)		(4,902		)		(50,791,422		)		—				(50,796,324		)
Issuance of restricted stock	435,106			435				(435		)		—				—
Common stock withheld for payroll taxes upon vesting of restricted stock	(519,830	)		(520		)		(6,018,308		)		—				(6,018,828		)
Balance, September 30, 2018	51,284,064			$	51,284			$	880,865,664			$	(269,935,005	)		$	610,981,943

See accompanying notes.

5

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BARINGS BDC, INC.

Unaudited Consolidated Statements of Cash Flows 

	Nine Months Ended				Nine Months Ended
	September 30, 2018				September 30, 2017
Cash flows from operating activities:
Net decrease in net assets resulting from operations	$	(71,601,851	)		$	(52,331,182	)
Adjustments to reconcile net decrease in net assets resulting from operations to net cash provided by (used in) operating activities:
Purchases of portfolio investments	(789,746,110		)		(391,502,625		)
Repayments received/sales of portfolio investments	314,112,490				231,730,067
Proceeds from sale of portfolio to Asset Buyer	793,281,722				—
Purchases of short-term investments	(730,233,448		)		—
Sales of short-term investments	685,233,448				—
Loan origination and other fees received	1,212,914				5,733,890
Net realized loss on investments	162,794,535				17,030,457
Net realized gain on foreign currency borrowings	(1,081,211		)		—
Net unrealized (appreciation) depreciation on investments	(109,232,129		)		88,572,326
Net unrealized depreciation on foreign currency borrowings	863,980				1,601,501
Deferred income taxes	(1,331,528		)		(856,956		)
Payment-in-kind interest accrued, net of payments received	120,933				(519,326		)
Amortization of deferred financing fees	1,710,047				1,857,810
Loss on extinguishment of debt	10,507,183				—
Loss on disposal of property and equipment	22,236				—
Accretion of loan origination and other fees	(3,205,327		)		(3,863,096		)
Amortization/accretion of purchased loan premium/discount	(37,486		)		(466,191		)
Depreciation expense	27,414				51,275
Stock-based compensation	14,229,633				4,499,374
Changes in operating assets and liabilities:
Interest, fees and other receivables	(4,098,768		)		445,407
Prepaid expenses and other current assets	(753,642		)		(168,424		)
Accounts payable and accrued liabilities	(8,187,183		)		(1,257,004		)
Interest payable	(3,845,616		)		(2,273,276		)
Taxes payable	(392,090		)		(489,691		)
Net cash provided by (used in) operating activities	260,370,146				(102,205,664		)
Cash flows from investing activities:
Purchases of property and equipment	—				(35,976		)
Proceeds from sales of property and equipment	31,499				—
Net cash provided by (used in) investing activities	31,499				(35,976		)
Cash flows from financing activities:
Repayments of SBA-guaranteed debentures payable	(250,000,000		)		—
Borrowings under credit facilities	214,100,000				106,700,000
Repayments of credit facilities	(159,953,253		)		(94,194,139		)
Redemption of notes	(166,750,000		)		—
Financing fees paid	(47,900		)		(3,417,094		)
Net proceeds related to issuance of common stock	99,839,845				131,996,144
Purchase of common stock in tender offer	(50,796,324		)		—
Common stock withheld for payroll taxes upon vesting of restricted stock	(6,018,828		)		(2,180,295		)
Cash dividends/distributions paid	(15,945,906		)		(62,746,883		)
Net cash provided by (used in) financing activities	(335,572,366		)		76,157,733
Net decrease in cash and cash equivalents	(75,170,721		)		(26,083,907		)
Cash and cash equivalents, beginning of period	191,849,697				107,087,663
Cash and cash equivalents, end of period	$	116,678,976			$	81,003,756
Supplemental disclosure of cash flow information:
Cash paid for interest	$	19,845,947			$	20,955,808
Summary of non-cash financing transactions:
Dividends/distributions paid through DRIP share issuances	$	—			$	1,637,558

See accompanying notes.

6

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BARINGS BDC, INC. Unaudited Consolidated Schedule of Investments September 30, 2018
Portfolio Company		Industry		Type of Investment(1)(5)		Principal Amount				Cost				Fair Value
Non–Control / Non–Affiliate Investments:
24 Hour Fitness Worldwide, Inc. (1.6%)* (4)		Leisure Facilities		Senior Secured Term Loan B (LIBOR + 3.5%, 5.7% Cash, Due 05/25)		$	9,476,250			$	9,570,191			$	9,535,476
						9,476,250				9,570,191				9,535,476
ABC Supply Holding Corp (1.0%)*		Building Products		Senior Secured Term Loan B (LIBOR + 2.0%, 4.2% Cash, Due 10/23)		6,048,321				6,023,972				6,028,361
						6,048,321				6,023,972				6,028,361
Acrisure, LLC (1.6%)* (4)		Property & Casualty Insurance		Senior Secured Term Loan B (LIBOR + 4.25%, 6.6% Cash, Due 11/23)		9,974,811				10,039,967				10,003,937
						9,974,811				10,039,967				10,003,937
ADMI Corp. (0.6%)* (4)		Health Care Services		Senior Secured Term Loan B (LIBOR + 3.25%, 5.5% Cash, Due 04/25)		3,491,250				3,504,342				3,506,961
						3,491,250				3,504,342				3,506,961
AKKR-MVSC Member, LLC (0.2%)* (2) (6)		Provider of EVR Services		Class A Units (1,000,000 units)						1,092,964				1,344,000
										1,092,964				1,344,000
AlixPartners LLP (1.5%)* (4)		Investment Banking & Brokerage		Senior Secured Term Loan B (LIBOR + 2.75%, 5.0% Cash, Due 04/24)		8,079,494				8,126,093				8,113,185
						8,079,494				8,126,093				8,113,185
Alliant Holdings LP (1.0%)* (4)		Property & Casualty Insurance		Senior Secured Term Loan B (LIBOR + 3.0%, 5.1% Cash, Due 05/25)		5,985,000				5,994,258				6,003,194
						5,985,000				5,994,258				6,003,194
American Airlines Group Inc. (2.2%)* (3) (4)		Airport Services		Senior Secured Term Loan B (LIBOR + 1.75%, 4.0% Cash, Due 06/25)		13,985,519				13,722,404				13,708,326
						13,985,519				13,722,404				13,708,326
Amscan Holdings Inc. (0.5%)* (3) (4)		Specialty Stores		Senior Secured Term Loan B (LIBOR + 2.75%, 5.1% Cash, Due 08/22)		2,988,574				3,010,988				3,009,374
						2,988,574				3,010,988				3,009,374
Apex Tool Group, LLC (1.2%)* (4)		Industrial Machinery		Senior Secured Term Loan B (LIBOR + 3.75%, 6.0% Cash, Due 02/22)		7,376,843				7,408,432				7,395,285
						7,376,843				7,408,432				7,395,285
Applied Systems Inc. (1.5%)* (4)		Application Software		First Lien Term Loan (LIBOR + 3.25%, 5.4% Cash, Due 09/24)		9,336,645				9,406,670				9,383,329
						9,336,645				9,406,670				9,383,329
Ascend Learning, LLC (1.3%)* (4)		IT Consulting & Other Services		Senior Secured Term Loan B (LIBOR + 3.0%, 5.2% Cash, Due 07/24)		7,984,887				8,007,349				7,987,362
						7,984,887				8,007,349				7,987,362
AssuredPartners Capital, Inc. (2.0%)* (4)		Property & Casualty Insurance		First Lien Term Loan (LIBOR + 3.25%, 5.5% Cash, Due 10/24)		11,985,986				12,008,911				12,010,917
						11,985,986				12,008,911				12,010,917
Aurora Capital Group (0.6%)* (4) (6)		Internet Software & Services		Senior Secured Term Loan B (LIBOR + 3.25%, 5.6% Cash, Due 09/25)		3,739,351				3,751,877				3,762,721
						3,739,351				3,751,877				3,762,721
Avantor, Inc. (2.5%)* (4)		Health Care Equipment		Senior Secured Term Loan B (LIBOR + 4.0%, 6.2% Cash, Due 11/24)		14,962,312				15,167,708				15,137,670
						14,962,312				15,167,708				15,137,670
AVSC Holding Corp. (1.3%)* (4)		Advertising		First Lien Term Loan (LIBOR + 3.25%, 5.6% Cash, Due 03/25)		7,979,950				7,935,493				7,920,100
						7,979,950				7,935,493				7,920,100
Bausch Health Companies Inc. (1.7%)* (3) (4)		Health Care Services		Senior Secured Term Loan B (LIBOR + 3.0%, 5.1% Cash, Due 05/25)		10,367,089				10,421,533				10,416,125
						10,367,089				10,421,533				10,416,125
BCPE Eagle Buyer LLC (0.1%)* (4 (6)		Health Care Facilities		First Lien Term Loan (LIBOR + 4.25%, 6.5% Cash, Due 03/24)		492,500				485,113				483,881
						492,500				485,113				483,881

7

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BARINGS BDC, INC. Unaudited Consolidated Schedule of Investments — (Continued) September 30, 2018
Portfolio Company		Industry		Type of Investment(1)(5)		Principal Amount				Cost				Fair Value
Berlin Packaging LLC (1.4%)* (4)		Forest Products /Containers		First Lien Term Loan (LIBOR + 3.0%, 5.2% Cash, Due 11/25)		$	8,478,750			$	8,499,257			$	8,474,765
						8,478,750				8,499,257				8,474,765
Brookfield WEC Holdings Inc. (1.8%)* (4)		Construction & Engineering		First Lien Term Loan (LIBOR + 3.75%, 6.0% Cash, Due 08/25)		11,073,333				11,147,663				11,206,213
						11,073,333				11,147,663				11,206,213
BWAY Holding Company (2.3%)* (4)		Metal & Glass Containers		Senior Secured Term Loan B (LIBOR + 3.25%, 5.6% Cash, Due 04/24)		13,964,647				13,938,758				13,947,191
						13,964,647				13,938,758				13,947,191
Cadent (fka Cross MediaWorks) (1.3%)* (6)		Media & Entertainment		Senior Secured Term Loan (PRIME + 5.5%, 9.8% Cash, Due 09/23)		7,966,133				7,887,086				7,889,926
						7,966,133				7,887,086				7,889,926
Caesars Entertainment Corp. (0.5%)* (4)		Casinos & Gaming		First Lien Term Loan B (LIBOR + 2.75%, 5.0% Cash, Due 12/24)		3,142,085				3,161,723				3,158,676
						3,142,085				3,161,723				3,158,676
Calpine Corp. (0.8%)* (4)		Independent Power Producers & Energy Traders		Senior Secured Term Loan B7 (LIBOR + 2.5%, 4.8% Cash, Due 05/23)		129,449				129,935				129,405
				Senior Secured Term Loan B5 (LIBOR + 2.5%, 4.9% Cash, Due 01/24)		4,509,162				4,526,071				4,508,215
						4,638,611				4,656,006				4,637,620
Capital Automotive LLC (2.0%)* (4)		Automotive Retail		Senior Secured Term Loan B (LIBOR + 2.5%, 4.8% Cash, Due 03/24)		11,969,697				11,998,234				11,984,659
						11,969,697				11,998,234				11,984,659
Concentra Inc. (0.5%)* (4)		Health Care Services		First Lien Term Loan (LIBOR + 2.75%, 4.9% Cash, Due 06/22)		3,000,000				3,030,000				3,017,490
						3,000,000				3,030,000				3,017,490
Consolidated Container Co. LLC (1.2%)* (4)		Metal & Glass Containers		Senior Secured Term Loan B (LIBOR + 3.0%, 5.0% Cash, Due 05/24)		7,481,156				7,505,397				7,503,599
						7,481,156				7,505,397				7,503,599
Container Store Group, Inc. (The) (0.5%)* (4) (6)		Retail		Senior Secured Term Loan B (LIBOR + 5.0%, 7.4% Cash, Due 08/23)		3,163,954				3,165,634				3,179,773
						3,163,954				3,165,634				3,179,773
Core & Main LP (1.6%)* (4)		Building Products		Senior Secured Term Loan B (LIBOR + 3.0%, 5.3% Cash, Due 08/24)		10,000,000				10,050,000				10,029,200
						10,000,000				10,050,000				10,029,200
Covia Holdings Corporation (Unimin Corporation) (0.9%)* (4)		Diversified Metals & Mining		Senior Secured Term Loan (LIBOR + 3.75%, 6.1% Cash, Due 06/25)		5,985,000				6,007,216				5,645,830
						5,985,000				6,007,216				5,645,830
CPI International Inc. (0.8%)* (4)		Electronic Components		First Lien Term Loan (LIBOR + 3.5%, 5.7% Cash, Due 07/24)		4,807,774				4,816,003				4,807,774
						4,807,774				4,816,003				4,807,774
CVS Holdings I, LP (MyEyeDr) (0.5%)* (4)		Health Care Supplies		First Lien Term Loan (LIBOR + 3.0%, 5.3% Cash, Due 02/25)		2,958,623				2,957,439				2,958,622
						2,958,623				2,957,439				2,958,622
Dimora Brands, Inc. (0.5%)*		Building Products		First Lien Term Loan (LIBOR + 3.5%, 5.7% Cash, Due 08/24)		2,992,443				2,996,163				2,981,222
						2,992,443				2,996,163				2,981,222
Dole Food Co. Inc. (2.3%)* (4)		Packaged Foods & Meats		Senior Secured Term Loan B (LIBOR + 2.75%, 5.0% Cash, Due 04/24)		14,100,570				14,106,305				14,090,559
						14,100,570				14,106,305				14,090,559
Dresser Natural Gas Solutions (2.0%)* (6)		Natural Gas		First Lien Term Loan (LIBOR + 4.25%, 6.6% Cash, Due 09/25)		12,115,385				12,054,808				12,054,808
						12,115,385				12,054,808				12,054,808
Duff & Phelps Corporation (2.2%)* (4)		Research & Consulting Services		First Lien Term Loan (LIBOR + 3.25%, 5.5% Cash, Due 02/25)		13,374,893				13,410,075				13,374,893
						13,374,893				13,410,075				13,374,893

8

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BARINGS BDC, INC. Unaudited Consolidated Schedule of Investments — (Continued) September 30, 2018
Portfolio Company		Industry		Type of Investment(1)(5)		Principal Amount				Cost				Fair Value
Edelman Financial Group, Inc. (1.7%)* (4)		Investment Banking & Brokerage		Senior Secured Term Loan B (LIBOR + 3.25%, 5.6% Cash, Due 07/25)		$	10,486,000			$	10,570,186			$	10,566,847
						10,486,000				10,570,186				10,566,847
Encapsys, LLC (Cypress Performance Group) (0.4%)*		Specialty Chemicals		First Lien Term Loan (LIBOR + 3.25%, 5.5% Cash, Due 11/24)		2,177,803				2,180,477				2,187,777
						2,177,803				2,180,477				2,187,777
Endo International PLC (1.8%)* (3) (4)		Pharmaceuticals		Senior Secured Term Loan B (LIBOR + 4.25%, 6.5% Cash, Due 04/24)		11,000,000				11,091,981				11,066,440
						11,000,000				11,091,981				11,066,440
Equian Buyer Corp. (0.9%)* (4)		Health Care Services		Senior Secured Term Loan B (LIBOR + 3.25%, 5.5% Cash, Due 05/24)		5,486,111				5,492,264				5,511,841
						5,486,111				5,492,264				5,511,841
Exelon Corp. (0.5%)* (4) (6)		Electric Utilities		Senior Secured Term Loan B (LIBOR + 3.0%, 5.3% Cash, Due 11/24)		3,000,000				3,029,933				3,022,500
						3,000,000				3,029,933				3,022,500
Eyemart Express (0.6%)* (4)		Retail		Senior Secured Term Loan B (LIBOR + 3.0%, 5.2% Cash, Due 08/24)		3,487,443				3,499,814				3,500,521
						3,487,443				3,499,814				3,500,521
Fieldwood Energy LLC (1.6%)* (4)		Oil & Gas Equipment & Services		First Lien Term Loan (LIBOR + 5.25%, 7.5% Cash, Due 04/22)		10,000,000				10,098,058				10,042,500
						10,000,000				10,098,058				10,042,500
Filtration Group Corporation (1.8%)* (4)		Industrial Machinery		Senior Secured Term Loan B (LIBOR + 3.0%, 5.2% Cash, Due 03/25)		10,972,431				11,062,206				11,042,984
						10,972,431				11,062,206				11,042,984
Flex Acquisition Holdings, Inc. (1.8%)* (4)		Paper Packaging		First Lien Term Loan (LIBOR + 3.25%, 5.8% Cash, Due 06/25)		11,000,000				11,023,673				11,022,000
						11,000,000				11,023,673				11,022,000
Gardner Denver Inc. (0.3%)* (3) (4)		Industrial Machinery		Senior Secured Term Loan B (LIBOR + 2.75%, 5.0% Cash, Due 07/24)		1,714,870				1,726,679				1,723,273
						1,714,870				1,726,679				1,723,273
Getty Images Inc. (2.3%)* (4)		Publishing		Senior Secured Term Loan B (LIBOR + 3.5%, 5.7% Cash, Due 10/19)		13,962,963				13,718,655				13,851,957
						13,962,963				13,718,655				13,851,957
GMS Inc. (1.2%)* (3) (4)		Construction & Engineering		First Lien Term Loan (LIBOR + 2.75%, 5.0% Cash, Due 06/25)		7,500,000				7,457,400				7,478,100
						7,500,000				7,457,400				7,478,100
Graftech International Ltd. (1.8%)* (4) (6)		Specialty Chemicals		Senior Secured Term Loan B (LIBOR + 3.5%, 5.7% Cash, Due 02/25)		10,862,500				10,952,019				10,930,391
						10,862,500				10,952,019				10,930,391
Hayward Industries, Inc. (1.4%)* (4)		Leisure Products		First Lien Term Loan (LIBOR + 3.5%, 5.7% Cash, Due 08/24)		8,500,000				8,532,500				8,546,750
						8,500,000				8,532,500				8,546,750
Hertz Corporation (The) (1.0%)* (3) (4)		Rental & Leasing Services		Senior Secured Term Loan B (LIBOR + 2.75%, 5.0% Cash, Due 06/23)		5,969,152				5,957,960				5,945,514
						5,969,152				5,957,960				5,945,514
Hoffmaster Group Inc. (0.5%)* (4) (6)		Packaging		First Lien Term Loan (LIBOR + 4.0%, 6.2% Cash, Due 11/23)		3,211,811				3,211,255				3,235,900
						3,211,811				3,211,255				3,235,900
Hub International Limited (1.7%)* (4)		Property & Casualty Insurance		Senior Secured Term Loan B (LIBOR + 3.0%, 5.3% Cash, Due 04/25)		10,359,038				10,374,172				10,377,166
						10,359,038				10,374,172				10,377,166
Husky Injection Molding Systems Ltd. (1.7%)* (3) (4)		Industrial Machinery		Senior Secured Term Loan B (LIBOR + 3.0%, 5.2% Cash, Due 03/25)		10,818,111				10,378,986				10,502,006
						10,818,111				10,378,986				10,502,006

9

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BARINGS BDC, INC. Unaudited Consolidated Schedule of Investments — (Continued) September 30, 2018
Portfolio Company		Industry		Type of Investment(1)(5)		Principal Amount				Cost				Fair Value
Hyland Software Inc. (1.3%)* (4)		Technology Distributors		Senior Secured Term Loan B (LIBOR + 3.25%, 5.5% Cash, Due 07/22)		$	7,979,747			$	8,053,083			$	8,026,269
						7,979,747				8,053,083				8,026,269
IMG Worldwide, Inc. (2.4%)* (4)		Business Equipment & Services		Senior Secured Term Loan B (LIBOR + 2.75%, 5.0% Cash, Due 05/25)		14,463,750				14,448,357				14,427,591
						14,463,750				14,448,357				14,427,591
Immucor Inc. (0.4%)* (4)		Healthcare		Senior Secured Term Loan (LIBOR + 5.0%, 7.4% Cash, Due 06/21)		2,497,678				2,533,891				2,536,716
						2,497,678				2,533,891				2,536,716
Infor Software Parent, LLC (1.3%)* (4)		Systems Software		First Lien Term Loan B (LIBOR + 2.75%, 5.1% Cash, Due 02/22)		8,000,000				8,013,642				8,018,720
						8,000,000				8,013,642				8,018,720
Intelsat S.A. (2.1%)* (3) (4)		Broadcasting		Senior Secured Term Loan B3 (LIBOR + 3.75%, 6.0% Cash, Due 11/23)		13,000,000				13,082,473				13,045,110
						13,000,000				13,082,473				13,045,110
ION Trading Technologies Ltd. (2.4%)* (4)		Electrical Components & Equipment		Senior Secured Term Loan B (LIBOR + 4.0%, 6.4% Cash, Due 11/24)		14,962,312				14,925,105				14,892,138
						14,962,312				14,925,105				14,892,138
IRB Holding Corporation (0.9%)* (4)		Food Retail		First Lien Term Loan (LIBOR + 3.25%, 5.5% Cash, Due 02/25)		5,454,861				5,481,959				5,458,297
						5,454,861				5,481,959				5,458,297
Jaguar Holding Company I (1.3%)* (4)		Life Sciences Tools & Services		Senior Secured Term Loan B (LIBOR + 2.5%, 4.7% Cash, Due 08/22)		7,979,381				7,980,628				7,983,930
						7,979,381				7,980,628				7,983,930
JS Held, LLC (2.8%)* (6)		Property & Casualty Insurance		Senior Secured Term Loan (LIBOR + 4.50%, 6.9% Cash, Due 09/24)		17,593,912				17,395,669				17,395,347
						17,593,912				17,395,669				17,395,347
Kenan Advantage Group Inc. (1.8%)* (4)		Trucking		Senior Secured Term Loan B (LIBOR + 3.0%, 5.2% Cash, Due 07/22)		10,971,746				10,959,002				10,971,746
						10,971,746				10,959,002				10,971,746
K-Mac Holdings Corp (0.6%)* (4)		Restaurants		First Lien Term Loan (LIBOR + 3.25%, 5.4% Cash, Due 03/25)		3,490,545				3,500,830				3,500,144
						3,490,545				3,500,830				3,500,144
Kronos Inc. (2.1%)* (4)		Application Software		Senior Secured Term Loan B (LIBOR + 3.0%, 5.3% Cash, Due 11/23)		12,534,444				12,583,821				12,592,479
						12,534,444				12,583,821				12,592,479
Lindstrom (Metric Enterprises, Inc.) (1.1%)* (6)		Capital Equipment		Senior Secured Term Loan (LIBOR + 4.5%, 6.7% Cash, Due 08/24)		7,023,012				6,970,582				6,972,244
						7,023,012				6,970,582				6,972,244
LTI Holdings, Inc. (2.0%)* (4)		Industrial Conglomerates		First Lien Term Loan (LIBOR + 3.5%, 5.7% Cash, Due 09/25)		12,000,000				12,065,000				12,045,000
						12,000,000				12,065,000				12,045,000
Mallinckrodt Plc (1.9%)* (3) (4)		Health Care Services		Senior Secured Term Loan B (LIBOR + 2.75%, 5.1% Cash, Due 09/24)		11,969,620				11,891,392				11,903,309
						11,969,620				11,891,392				11,903,309