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 March 31, 2019

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: N/A

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

Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common Stock, par value $0.001 per share	BBDC	The New York Stock Exchange

________________________________________________________

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 May 9, 2019 was 50,530,208.

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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 March 31, 2019 and Consolidated Balance Sheet as of December 31, 2018	3
	Unaudited Consolidated Statements of Operations for the Three Months Ended March 31, 2019 and 2018	4
	Unaudited Consolidated Statements of Changes in Net Assets for the Three Months Ended March 31, 2019 and 2018	5
	Unaudited Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2019 and 2018	6
	Unaudited Consolidated Schedule of Investments as of March 31, 2019	7
	Consolidated Schedule of Investments as of December 31, 2018	16
	Notes to Unaudited Consolidated Financial Statements	25
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	52
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	66
Item 4.	Controls and Procedures	67
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	68
Item 1A.	Risk Factors	68
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	72
Item 3.	Defaults Upon Senior Securities	73
Item 4.	Mine Safety Disclosures	73
Item 5.	Other Information	73
Item 6.	Exhibits	73
Signatures		74

2

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PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

Barings BDC, Inc.

Consolidated Balance Sheets

	March 31, 2019				December 31, 2018
	(Unaudited)
Assets:
Investments at fair value:
Non-Control / Non-Affiliate investments (cost of $1,153,635,479 and $1,128,694,715 as of March 31, 2019 and December 31, 2018, respectively)	$	1,126,969,755			$	1,076,631,804
Short-term investments (cost of $62,414,373 and $45,223,941 as of March 31, 2019 and December 31, 2018, respectively)	62,414,373				45,223,941
Total investments at fair value	1,189,384,128				1,121,855,745
Cash	3,056,609				12,426,982
Interest and fees receivable	5,247,730				6,008,700
Prepaid expenses and other assets	2,885,001				4,123,742
Deferred financing fees	6,472,994				251,908
Receivable from unsettled transactions	4,124,686				22,909,998
Total assets	$	1,211,171,148			$	1,167,577,075
Liabilities:
Accounts payable and accrued liabilities	$	6,039,494			$	5,327,249
Interest payable	334,161				749,525
Payable from unsettled transactions	636,179				28,533,014
Borrowings under credit facilities	620,000,000				570,000,000
Total liabilities	627,009,834				604,609,788
Commitments and contingencies (Note 9)
Net Assets:
Common stock, $0.001 par value per share (150,000,000 shares authorized, 50,690,659 and 51,284,064 shares issued and outstanding as of March 31, 2019 and December 31, 2018, respectively)	50,691				51,284
Additional paid-in capital	879,033,345				884,894,249
Total distributable earnings (loss)	(294,922,722		)		(321,978,246		)
Total net assets	584,161,314				562,967,287
Total liabilities and net assets	$	1,211,171,148			$	1,167,577,075
Net asset value per share	$	11.52			$	10.98

See accompanying notes.

3

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Barings BDC, Inc.

Unaudited Consolidated Statements of Operations

	Three Months Ended				Three Months Ended
	March 31, 2019				March 31, 2018
Investment income:
Interest income:
Non-Control / Non-Affiliate investments	$	17,861,319			$	19,006,050
Affiliate investments	—				2,660,187
Control investments	—				275,036
Short-term investments	172,695				—
Total interest income	18,034,014				21,941,273
Dividend income:
Non-Control / Non-Affiliate investments	—				185,712
Affiliate investments	—				4,550
Total dividend income	—				190,262
Fee and other income:
Non-Control / Non-Affiliate investments	301,057				1,293,717
Affiliate investments	—				394,273
Control investments	—				100,000
Total fee and other income	301,057				1,787,990
Payment-in-kind interest income:
Non-Control / Non-Affiliate investments	—				1,306,581
Affiliate investments	—				422,140
Total payment-in-kind interest income	—				1,728,721
Interest income from cash	4,687				427,841
Total investment income	18,339,758				26,076,087
Operating expenses:
Interest and other financing fees	5,844,172				7,590,548
Base management fee (Note 2)	2,450,995				—
Compensation expenses	118,444				4,092,852
General and administrative expenses (Note 2)	1,968,860				1,668,509
Total operating expenses	10,382,471				13,351,909
Net investment income	7,957,287				12,724,178
Realized and unrealized gains (losses) on investments and foreign currency borrowings:
Net realized gains (losses):
Non-Control / Non-Affiliate investments	(129,775		)		(11,939,484		)
Affiliate investments	—				3,257,198
Control investments	—				4,000
Net realized losses on investments	(129,775		)		(8,678,286		)
Foreign currency borrowings	—				1,423,126
Net realized losses	(129,775		)		(7,255,160		)
Net unrealized appreciation (depreciation):
Non-Control / Non-Affiliate investments	25,397,188				9,932,384
Affiliate investments	—				1,455,331
Control investments	—				(1,370,875		)
Net unrealized appreciation on investments	25,397,188				10,016,840
Foreign currency borrowings	—				(963,415		)
Net unrealized appreciation	25,397,188				9,053,425
Net realized and unrealized appreciation on investments and foreign currency borrowings	25,267,413				1,798,265
Loss on extinguishment of debt	(44,395		)		—
Provision for taxes	(17,992		)		(50,790		)
Net increase in net assets resulting from operations	$	33,162,313			$	14,471,653
Net investment income per share—basic and diluted	$	0.16			$	0.27
Net increase in net assets resulting from operations per share—basic and diluted	$	0.65			$	0.30
Dividends/distributions per share:
Total dividends/distributions per share	$	0.12			$	0.30
Weighted average shares outstanding—basic and diluted	51,157,646				47,898,859

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, 2017	47,740,832			$	47,741			$	823,614,881			$	(182,387,248	)		$	641,275,374
Net investment income	—			—				—				12,724,178				12,724,178
Stock-based compensation	—			—				1,455,543				—				1,455,543
Net realized loss on investments / foreign currency borrowings	—			—				—				(7,255,160		)		(7,255,160		)
Net unrealized appreciation of investments / foreign currency borrowings	—			—				—				9,053,425				9,053,425
Provision for taxes	—			—				—				(50,790		)		(50,790		)
Dividends / distributions	—			—				—				(14,407,384		)		(14,407,384		)
Issuance of restricted stock	409,000			409				(409		)		—				—
Common stock withheld for payroll taxes upon vesting of restricted stock	(125,218	)		(125		)		(1,283,359		)		—				(1,283,484		)
Balance, March 31, 2018	48,024,614			$	48,025			$	823,786,656			$	(182,322,979	)		$	641,511,702

 

	Common Stock							Additional Paid-In Capital				Total Distributable Earnings (Loss)				Total Net Assets
	Number of Shares			Par Value
Balance, December 31, 2018	51,284,064			$	51,284			$	884,894,249			$	(321,978,246	)		$	562,967,287
Net investment income	—			—				—				7,957,287				7,957,287
Net realized loss on investments / foreign currency borrowings	—			—				—				(129,775		)		(129,775		)
Net unrealized appreciation of investments / foreign currency borrowings	—			—				—				25,397,188				25,397,188
Loss on extinguishment of debt	—			—				—				(44,395		)		(44,395		)
Provision for taxes	—			—				—				(17,992		)		(17,992		)
Dividends / distributions	—			—								(6,106,789		)		(6,106,789		)
Purchases of shares in repurchase plan	(593,405	)		(593		)		(5,860,904		)		—				(5,861,497		)
Balance, March 31, 2019	50,690,659			$	50,691			$	879,033,345			$	(294,922,722	)		$	584,161,314

See accompanying notes.

5

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Barings BDC, Inc.

Unaudited Consolidated Statements of Cash Flows 

	Three Months Ended				Three Months Ended
	March 31, 2019				March 31, 2018
Cash flows from operating activities:
Net increase in net assets resulting from operations	$	33,162,313			$	14,471,653
Adjustments to reconcile net increase in net assets resulting from operations to net cash provided by (used in) operating activities:
Purchases of portfolio investments	(93,255,027		)		(28,285,073		)
Repayments received/sales of portfolio investments	58,368,472				81,440,184
Purchases of short-term investments	(174,926,000		)		—
Sales of short-term investments	157,735,568				—
Loan origination and other fees received	987,006				205,499
Net realized loss on investments	129,775				8,678,286
Net realized gain on foreign currency borrowings	—				(1,423,126		)
Net unrealized appreciation of investments	(25,397,188		)		(9,934,939		)
Net unrealized depreciation of foreign currency borrowings	—				963,415
Payment-in-kind interest accrued, net of payments received	—				1,425,537
Amortization of deferred financing fees	180,746				662,793
Loss on extinguishment of debt	44,395				—
Accretion of loan origination and other fees	(224,397		)		(1,224,392		)
Amortization/accretion of purchased loan premium/discount	(58,115		)		(5,986		)
Depreciation expense	—				13,707
Stock-based compensation	—				1,455,543
Changes in operating assets and liabilities:
Interest and fees receivables	760,970				849
Prepaid expenses and other assets	1,238,741				(640,155		)
Accounts payable and accrued liabilities	712,245				(3,246,232		)
Interest payable	(415,364		)		(2,194,990		)
Net cash provided by (used in) operating activities	(40,955,860		)		62,362,573
Cash flows from financing activities:
Borrowings under credit facilities	85,000,000				—
Repayments of credit facilities	(35,000,000		)		(30,609,489		)
Financing fees paid	(6,446,227		)		—
Purchases of shares in repurchase plan	(5,861,497		)		—
Common stock withheld for payroll taxes upon vesting of restricted stock	—				(1,283,484		)
Cash dividends/distributions paid	(6,106,789		)		(14,407,384		)
Net cash provided by (used in) financing activities	31,585,487				(46,300,357		)
Net increase (decrease) in cash	(9,370,373		)		16,062,216
Cash, beginning of period	12,426,982				191,849,697
Cash, end of period	$	3,056,609			$	207,911,913
Supplemental disclosure of cash flow information:
Cash paid for interest	$	5,589,938			$	8,748,005

See accompanying notes.

6

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Barings BDC, Inc. Unaudited Consolidated Schedule of Investments March 31, 2019
Portfolio Company		Industry		Type of Investment(1) (2)		Principal Amount				Cost				Fair Value
Non–Control / Non–Affiliate Investments:
24 Hour Fitness Worldwide, Inc. (1.6%)*(4)		Leisure Facilities		First Lien Senior Secured Term Loan (LIBOR + 3.5%, 6.0% Cash, Due 05/25)		$	9,428,750			$	9,516,948			$	9,405,178
						9,428,750				9,516,948				9,405,178
Accelerate Learning, Inc. (1.4%)*(5) (6)		Education Services		First Lien Senior Secured Term Loan (LIBOR + 4.5%, 7.1% Cash, Due 12/24)		8,434,687				8,272,539				8,184,651
						8,434,687				8,272,539				8,184,651
Accurus Aerospace Corporation (4.3%)*(5) (6)		Aerospace & Defense		First Lien Senior Secured Term Loan (LIBOR + 4.5%, 7.1% Cash, Due 10/24)		24,937,500				24,587,478				24,164,637
						24,937,500				24,587,478				24,164,637
Acrisure, LLC (1.7%)*(4) (5)		Property & Casualty Insurance		First Lien Senior Secured Term Loan (LIBOR + 4.25%, 6.9% Cash, Due 11/23)		9,924,433				9,983,512				9,847,916
						9,924,433				9,983,512				9,847,916
ADMI Corp. (0.6%)*(4) (5)		Health Care Services		First Lien Senior Secured Term Loan (LIBOR + 3.0%, 5.5% Cash, Due 04/25)		3,473,750				3,485,928				3,431,787
						3,473,750				3,485,928				3,431,787
AlixPartners LLP (1.4%)*(4)		Investment Banking & Brokerage		First Lien Senior Secured Term Loan (LIBOR + 2.75%, 5.3% Cash, Due 04/24)		8,038,481				8,081,313				7,974,173
						8,038,481				8,081,313				7,974,173
Alliant Holdings LP (0.8%)*(4)		Property & Casualty Insurance		First Lien Senior Secured Term Loan (LIBOR + 2.75%, 5.2% Cash, Due 05/25)		4,972,506				4,980,180				4,773,606
						4,972,506				4,980,180				4,773,606
American Airlines Group Inc. (1.3%)*(3) (4)		Airport Services		First Lien Senior Secured Term Loan (LIBOR + 1.75%, 4.2% Cash, Due 06/25)		7,985,519				7,857,641				7,758,810
						7,985,519				7,857,641				7,758,810
American Dental Partners, Inc. (1.7%)*(5)		Health Care Services		First Lien Senior Secured Term Loan (LIBOR + 4.25%, 6.9% Cash, Due 03/23)		9,975,000				9,951,869				9,862,781
						9,975,000				9,951,869				9,862,781
Amscan Holdings Inc. (0.4%)*(3) (4)		Specialty Stores		First Lien Senior Secured Term Loan (LIBOR + 2.75%, 5.0% Cash, Due 08/22)		2,401,844				2,417,936				2,381,164
						2,401,844				2,417,936				2,381,164
Anju Software, Inc. (1.0%)*(5) (6)		Application Software		First Lien Senior Secured Term Loan (LIBOR + 4.75%, 7.4% Cash, Due 02/25)		5,944,114				5,636,428				5,737,606
						5,944,114				5,636,428				5,737,606
Apex Tool Group, LLC (1.2%)*(4)		Industrial Machinery		First Lien Senior Secured Term Loan (LIBOR + 3.75%, 6.2% Cash, Due 02/22)		7,282,870				7,310,254				7,058,339
						7,282,870				7,310,254				7,058,339
Applied Systems Inc. (1.6%)*(4)		Application Software		First Lien Senior Secured Term Loan (LIBOR + 3.0%, 5.5% Cash, Due 09/24)		9,289,491				9,354,295				9,187,864
						9,289,491				9,354,295				9,187,864
AQA Acquisition Holding, Inc. (f/k/a SmartBear) (0.8%)*(5) (6)		High Tech Industries		Second Lien Senior Secured Term Loan (LIBOR + 8.0%, 10.8% Cash, Due 05/24)		4,959,088				4,844,740				4,761,871
						4,959,088				4,844,740				4,761,871
Ascend Learning, LLC (1.3%)*(4)		IT Consulting & Other Services		First Lien Senior Secured Term Loan (LIBOR + 3.0%, 5.5% Cash, Due 07/24)		7,939,547				7,960,498				7,757,572
						7,939,547				7,960,498				7,757,572
AssuredPartners Capital, Inc. (2.0%)*(4)		Property & Casualty Insurance		First Lien Senior Secured Term Loan (LIBOR + 3.25%, 5.7% Cash, Due 10/24)		11,917,421				11,940,095				11,515,208
						11,917,421				11,940,095				11,515,208
Aveanna Healthcare Holdings, Inc. (0.8%)*(4) (6)		Health Care Facilities		First Lien Senior Secured Term Loan (LIBOR + 4.25%, 6.9% Cash, Due 03/24)		1,484,924				1,466,457				1,421,814
				First Lien Senior Secured Term Loan (LIBOR + 5.5%, 8.1% Cash, Due 03/24)		3,556,421				3,557,348				3,458,620
						5,041,345				5,023,805				4,880,434

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Barings BDC, Inc. Unaudited Consolidated Schedule of Investments — (Continued) March 31, 2019
Portfolio Company		Industry		Type of Investment(1) (2)		Principal Amount				Cost				Fair Value
AVSC Holding Corp. (1.3%)*(4)		Advertising		First Lien Senior Secured Term Loan (LIBOR + 3.25%, 5.8% Cash, Due 03/25)		$	7,959,900			$	7,918,741			$	7,741,002
						7,959,900				7,918,741				7,741,002
Bausch Health Companies Inc. (1.4%)*(3) (4) (5)		Health Care Services		First Lien Senior Secured Term Loan (LIBOR + 3.0%, 5.5% Cash, Due 05/25)		8,477,238				8,519,575				8,416,710
						8,477,238				8,519,575				8,416,710
BDP Buyer, LLC (f/k/a BDP International, Inc.) (4.1%)*(5) (6)		Air Freight & Logistics		First Lien Senior Secured Term Loan (LIBOR + 5.25%, 7.9% Cash, Due 12/24)		24,937,500				24,457,944				24,200,193
						24,937,500				24,457,944				24,200,193
Berlin Packaging LLC (1.4%)*(4) (5)		Forest Products /Containers		First Lien Senior Secured Term Loan (LIBOR + 3.0%, 5.5% Cash, Due 11/25)		8,436,250				8,455,365				8,157,854
						8,436,250				8,455,365				8,157,854
Blackhawk Network Holdings Inc (1.7%)*(4)		Data Processing & Outsourced Services		First Lien Senior Secured Term Loan (LIBOR + 3.0%, 5.5% Cash, Due 06/25)		9,949,875				9,949,875				9,760,827
						9,949,875				9,949,875				9,760,827
Brown Machine Group Holdings, LLC (f/k/a Brown Machine LLC) (0.9%)*(5) (6)		Industrial Equipment		First Lien Senior Secured Term Loan (LIBOR + 5.25%, 7.7% Cash, Due 10/24)		5,554,988				5,490,691				5,398,160
						5,554,988				5,490,691				5,398,160
Cadent, LLC (f/k/a Cross MediaWorks) (1.4%)*(5) (6)		Media & Entertainment		First Lien Senior Secured Term Loan (LIBOR + 5.25%, 7.7% Cash, Due 09/23)		7,926,302				7,855,018				7,886,671
						7,926,302				7,855,018				7,886,671
Caesars Entertainment Corp. (0.5%)*(3) (4)		Casinos & Gaming		First Lien Senior Secured Term Loan (LIBOR + 2.75%, 5.2% Cash, Due 12/24)		3,126,256				3,144,398				3,081,582
						3,126,256				3,144,398				3,081,582
Calpine Corp. (0.8%)*(4)		Independent Power Producers & Energy Traders		First Lien Senior Secured Term Loan7 (LIBOR + 2.5%, 5.1% Cash, Due 05/23)		128,787				129,227				127,517
				First Lien Senior Secured Term Loan5 (LIBOR + 2.5%, 5.1% Cash, Due 01/24)		4,485,859				4,501,412				4,437,725
						4,614,646				4,630,639				4,565,242
Capital Automotive LLC (2.0%)*(4)		Automotive Retail		First Lien Senior Secured Term Loan (LIBOR + 2.5%, 5.0% Cash, Due 03/24)		11,909,091				11,935,011				11,778,805
						11,909,091				11,935,011				11,778,805
Concentra Inc. (0.5%)*(4)		Health Care Services		First Lien Senior Secured Term Loan (LIBOR + 2.75%, 5.2% Cash, Due 06/22)		2,912,371				2,938,263				2,888,111
						2,912,371				2,938,263				2,888,111
Consolidated Container Co. LLC (1.3%)*(4)		Metal & Glass Containers		First Lien Senior Secured Term Loan (LIBOR + 2.75%, 5.2% Cash, Due 05/24)		7,443,467				7,465,664				7,314,770
						7,443,467				7,465,664				7,314,770
Container Store Group, Inc., (The) (0.5%)*(3) (4) (6)		Retail		First Lien Senior Secured Term Loan (LIBOR + 5.0%, 7.5% Cash, Due 09/23)		2,988,521				2,990,675				2,966,107
						2,988,521				2,990,675				2,966,107
Core & Main LP (1.7%)*(4)		Building Products		First Lien Senior Secured Term Loan (LIBOR + 3.0%, 5.6% Cash, Due 08/24)		9,949,622				9,995,412				9,858,384
						9,949,622				9,995,412				9,858,384
CPG Intermediate LLC (0.4%)*(5)		Specialty Chemicals		First Lien Senior Secured Term Loan (LIBOR + 3.25%, 5.7% Cash, Due 11/24)		2,166,859				2,169,317				2,118,105
						2,166,859				2,169,317				2,118,105
CPI International Inc. (0.8%)*(4) (6)		Electronic Components		First Lien Senior Secured Term Loan (LIBOR + 3.5%, 6.0% Cash, Due 07/24)		4,783,492				4,791,281				4,663,905
						4,783,492				4,791,281				4,663,905
CVS Holdings I, LP (MyEyeDr) (0.3%)*(4) (5)		Health Care Supplies		First Lien Senior Secured Term Loan (LIBOR + 3.0%, 5.3% Cash, Due 02/25)		1,953,701				1,952,607				1,882,879
						1,953,701				1,952,607				1,882,879

8

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Barings BDC, Inc. Unaudited Consolidated Schedule of Investments — (Continued) March 31, 2019
Portfolio Company		Industry		Type of Investment(1) (2)		Principal Amount				Cost				Fair Value
Dimora Brands, Inc. (0.5%)*(5)		Building Products		First Lien Senior Secured Term Loan (LIBOR + 3.5%, 6.0% Cash, Due 08/24)		$	2,977,330			$	2,980,740			$	2,895,453
						2,977,330				2,980,740				2,895,453
Dole Food Co. Inc. (2.3%)*(4)		Packaged Foods & Meats		First Lien Senior Secured Term Loan (LIBOR + 2.75%, 5.2% Cash, Due 04/24)		13,829,405				13,836,514				13,158,679
						13,829,405				13,836,514				13,158,679
Duff & Phelps Corporation (2.2%)*(4)		Research & Consulting Services		First Lien Senior Secured Term Loan (LIBOR + 3.25%, 5.7% Cash, Due 02/25)		13,307,683				13,343,167				13,013,849
						13,307,683				13,343,167				13,013,849
Edelman Financial Group, Inc. (1.8%)*(4)		Investment Banking & Brokerage		First Lien Senior Secured Term Loan (LIBOR + 3.25%, 6.0% Cash, Due 07/25)		10,459,785				10,540,132				10,365,019
						10,459,785				10,540,132				10,365,019
Endo International PLC (1.3%)*(3) (4)		Pharmaceuticals		First Lien Senior Secured Term Loan (LIBOR + 4.25%, 6.8% Cash, Due 04/24)		7,939,394				8,009,672				7,779,336
						7,939,394				8,009,672				7,779,336
Equian Buyer Corp. (0.6%)*(4)		Health Care Services		First Lien Senior Secured Term Loan (LIBOR + 3.25%, 5.7% Cash, Due 05/24)		3,473,485				3,479,110				3,404,015
						3,473,485				3,479,110				3,404,015
Exelon Corp. (0.5%)*(3) (4)		Electric Utilities		First Lien Senior Secured Term Loan (LIBOR + 3.0%, 5.6% Cash, Due 11/24)		3,000,000				3,027,667				2,805,000
						3,000,000				3,027,667				2,805,000
Exeter Property Group, LLC (2.1%)*(5) (6)		Real Estate		First Lien Senior Secured Term Loan (LIBOR + 4.5%,7.0% Cash, Due 08/24)		12,500,000				12,315,104				12,399,262
						12,500,000				12,315,104				12,399,262
Eyemart Express (0.6%)*(4) (5)		Retail		First Lien Senior Secured Term Loan (LIBOR + 3.0%, 5.5% Cash, Due 08/24)		3,469,830				3,481,159				3,426,457
						3,469,830				3,481,159				3,426,457
Fieldwood Energy LLC (1.6%)*(4) (5)		Oil & Gas Equipment & Services		First Lien Senior Secured Term Loan (LIBOR + 5.25%, 7.7% Cash, Due 04/22)		10,000,000				10,084,824				9,600,000
						10,000,000				10,084,824				9,600,000
Filtration Group Corporation (1.9%)*(4)		Industrial Machinery		First Lien Senior Secured Term Loan (LIBOR + 3.0%, 5.5% Cash, Due 03/25)		10,917,293				11,001,525				10,837,706
						10,917,293				11,001,525				10,837,706
Flex Acquisition Holdings, Inc. (1.6%)*(4) (5)		Paper Packaging		First Lien Senior Secured Term Loan (LIBOR + 3.25%, 5.9% Cash, Due 06/25)		9,947,506				9,967,342				9,624,212
						9,947,506				9,967,342				9,624,212
GlobalTranz Enterprises, Inc.(0.5%)*(5) (6)		Transportation Services		Second Lien Senior Secured Term Loan (LIBOR + 8.0%, 10.5% Cash, Due 10/26)		2,980,874				2,938,129				2,891,062
						2,980,874				2,938,129				2,891,062
GMS Inc. (1.2%)*(3) (4) (5)		Construction & Engineering		First Lien Senior Secured Term Loan (LIBOR + 2.75%, 5.2% Cash, Due 06/25)		7,462,406				7,422,955				7,216,743
						7,462,406				7,422,955				7,216,743
Graftech International Ltd. (1.7%)*(3) (4) (6)		Specialty Chemicals		First Lien Senior Secured Term Loan (LIBOR + 3.5%, 6.0% Cash, Due 02/25)		10,113,889				10,196,240				10,075,962
						10,113,889				10,196,240				10,075,962
Gulf Finance, LLC (0.1)*(4)		Oil & Gas Exploration & Production		First Lien Senior Secured Term Loan (LIBOR + 5.25%, 7.8% Cash, Due 08/23)		1,066,984				905,535				846,918
						1,066,984				905,535				846,918
Harbor Freight Tools USA Inc.(1.0%)*(4)		Specialty Stores		First Lien Senior Secured Term Loan (LIBOR + 2.5%, 5.0% Cash, Due 08/23)		5,994,942				5,937,111				5,845,068
						5,994,942				5,937,111				5,845,068

9

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Barings BDC, Inc. Unaudited Consolidated Schedule of Investments — (Continued) March 31, 2019
Portfolio Company		Industry		Type of Investment(1) (2)		Principal Amount				Cost				Fair Value
Hayward Industries, Inc. (1.4%)*(4)		Leisure Products		First Lien Senior Secured Term Loan (LIBOR + 3.5%, 6.0% Cash, Due 08/24)		$	8,435,768			$	8,465,829			$	8,261,823
						8,435,768				8,465,829				8,261,823
Healthline Media, Inc (2.1%)*(5) (6)		Healthcare		First Lien Senior Secured Term Loan (LIBOR + 4.75%, 7.6% Cash, Due 11/24)		12,808,793				12,566,034				12,358,502
						12,808,793				12,566,034				12,358,502
Hertz Corporation (The) (1.0%)*(3) (4)		Rental & Leasing Services		First Lien Senior Secured Term Loan (LIBOR + 2.75%, 5.3% Cash, Due 06/23)		5,907,455				5,897,407				5,791,196
						5,907,455				5,897,407				5,791,196
Holley Performance Products (Holley Purchaser, Inc.) (3.8%)*(5) (6)		Packaging		First Lien Senior Secured Term Loan (LIBOR + 5.0%, 7.7% Cash, Due 10/25)		22,478,663				22,158,066				22,029,089
						22,478,663				22,158,066				22,029,089
Hub International Limited (1.7%)*(4) (5)		Property & Casualty Insurance		First Lien Senior Secured Term Loan (LIBOR + 2.75%, 5.5% Cash, Due 04/25)		10,307,113				10,321,137				9,954,918
						10,307,113				10,321,137				9,954,918
Husky Injection Molding Systems Ltd. (1.3%)*(3) (4)		Industrial Machinery		First Lien Senior Secured Term Loan (LIBOR + 3.0%, 5.5% Cash, Due 03/25)		8,025,373				7,753,213				7,447,546
						8,025,373				7,753,213				7,447,546
HW Holdco, LLC (f/k/a Hanley Wood LLC) (1.3%)*(5) (6)		Advertising		First Lien Senior Secured Term Loan (LIBOR + 6.25%, 8.9% Cash, Due 12/24)		7,642,137				7,459,275				7,573,985
						7,642,137				7,459,275				7,573,985
Hyland Software Inc. (1.5%)*(4)		Technology Distributors		First Lien Senior Secured Term Loan (LIBOR + 3.5%, 6.0% Cash, Due 07/24)		8,693,355				8,752,151				8,669,796
						8,693,355				8,752,151				8,669,796
Immucor Inc. (0.4%)*(4)		Healthcare		First Lien Senior Secured Term Loan (LIBOR + 5.0%, 7.6% Cash, Due 06/21)		2,485,031				2,515,150				2,478,818
						2,485,031				2,515,150				2,478,818
Infor Software Parent, LLC (0.9%)*(4)		Systems Software		First Lien Senior Secured Term Loan (LIBOR + 2.75%, 5.2% Cash, Due 02/22)		5,000,000				5,008,484				4,972,650
						5,000,000				5,008,484				4,972,650
Institutional Shareholder Services, Inc. (0.8%)*(5) (6)		Diversified Support Services		Second Lien Senior Secured Term Loan (LIBOR + 8.5%, 11.1% Cash, Due 03/27)		4,951,685				4,804,012				4,835,092
						4,951,685				4,804,012				4,835,092
Intelsat S.A. (2.2%)*(3) (4)		Broadcasting		First Lien Senior Secured Term Loan (LIBOR + 3.75%, 6.2% Cash, Due 11/23)		13,000,000				13,076,301				12,792,780
						13,000,000				13,076,301				12,792,780
ION Trading Technologies Ltd. (2.5%)*(4)		Electrical Components & Equipment		First Lien Senior Secured Term Loan (LIBOR + 4.0%, 6.7% Cash, Due 11/24)		14,819,339				14,787,474				14,350,899
						14,819,339				14,787,474				14,350,899
IRB Holding Corporation (1.3%)*(4) (5)		Food Retail		First Lien Senior Secured Term Loan (LIBOR + 3.25%, 5.7% Cash, Due 02/25)		7,949,778				7,968,682				7,741,097
						7,949,778				7,968,682				7,741,097
Jaguar Holding Company I (0.8%)*(4)		Life Sciences Tools & Services		First Lien Senior Secured Term Loan (LIBOR + 2.5%, 5.0% Cash, Due 08/22)		4,961,340				4,962,462				4,906,120
						4,961,340				4,962,462				4,906,120
JS Held, LLC (3.1%)*(5) (6)		Property & Casualty Insurance		First Lien Senior Secured Term Loan (LIBOR + 4.5%, 7.1% Cash, Due 09/24)		18,429,608				18,247,336				17,918,119
						18,429,608				18,247,336				17,918,119
Kenan Advantage Group Inc. (1.4%)*(4) (5)		Trucking		First Lien Senior Secured Term Loan (LIBOR + 3.0%, 5.5% Cash, Due 07/22)		8,428,113				8,421,612				8,267,978
						8,428,113				8,421,612				8,267,978

10

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Barings BDC, Inc. Unaudited Consolidated Schedule of Investments — (Continued) March 31, 2019
Portfolio Company		Industry		Type of Investment(1) (2)		Principal Amount				Cost				Fair Value
K-Mac Holdings Corp (0.6%)*(4)		Restaurants		First Lien Senior Secured Term Loan (LIBOR + 3.25%, 5.7% Cash, Due 03/25)		$	3,317,739			$	3,326,939			$	3,261,337
						3,317,739				3,326,939				3,261,337
Kronos Inc. (1.9%)*(4)		Application Software		First Lien Senior Secured Term Loan (LIBOR + 3.0%, 5.7% Cash, Due 11/23)		11,393,155				11,436,797				11,276,033
						11,393,155				11,436,797				11,276,033
LAC Intermediate, LLC (f/k/a Lighthouse Autism Center) (1.0%)*(5) (6)		Healthcare and Pharmaceuticals		First Lien Senior Secured Term Loan (LIBOR + 5.75%, 8.6% Cash, Due 10/24)		6,141,976				5,886,573				5,676,926
				Class A LLC Units (154,320 units)						154,320				129,635
						6,141,976				6,040,893				5,806,561
Lindstrom, LLC (Metric Enterprises, Inc.) (1.2%)*(5) (6)		Capital Equipment		First Lien Senior Secured Term Loan (LIBOR + 4.5%, 7.0% Cash, Due 09/24)		7,005,454				6,957,196				7,005,454
						7,005,454				6,957,196				7,005,454
LTI Holdings, Inc. (2.0%)*(4)		Industrial Conglomerates		First Lien Senior Secured Term Loan (LIBOR + 3.5%, 6.0% Cash, Due 09/25)		11,940,000				12,002,923				11,472,310
						11,940,000				12,002,923				11,472,310
Mallinckrodt Plc (1.8%)*(3) (4) (5)		Health Care Services		First Lien Senior Secured Term Loan (LIBOR + 2.75%, 5.4% Cash, Due 09/24)		11,338,011				11,269,725				10,523,148
						11,338,011				11,269,725				10,523,148
Men's Wearhouse, Inc. (The) (1.6%)*(3) (4)		Apparel Retail		First Lien Senior Secured Term Loan (LIBOR + 3.25%, 5.7% Cash, Due 04/25)		9,949,749				10,044,337				9,502,010
						9,949,749				10,044,337				9,502,010
Micro Holding Corp. (1.8%)*		Internet Software & Services		First Lien Senior Secured Term Loan (LIBOR + 3.25%, 5.7% Cash, Due 12/24)(5)		2,706,042				2,718,461				2,651,921
				First Lien Senior Secured Term Loan (LIBOR + 3.75%, 6.2% Cash, Due 09/24)(4)		7,939,547				7,995,058				7,820,533
						10,645,589				10,713,519				10,472,454
Nautilus Power, LLC (0.6%)*(4)		Independent Power Producers & Energy Traders		First Lien Senior Secured Term Loan (LIBOR + 4.25%, 6.7% Cash, Due 05/24)		3,363,889				3,379,920				3,361,366
						3,363,889				3,379,920				3,361,366
NFP Corp. (1.4%)*(4)		Specialized Finance		First Lien Senior Secured Term Loan (LIBOR + 3.0%, 5.5% Cash, Due 01/24)		8,608,113				8,606,366				8,285,308
						8,608,113				8,606,366				8,285,308
NGS US Finco, LLC (f/k/a Dresser Natural Gas Solutions) (2.0%)*(5) (6)		Natural Gas		First Lien Senior Secured Term Loan (LIBOR + 4.25%, 6.7% Cash, Due 10/25)		12,085,097				12,028,478				11,830,737
						12,085,097				12,028,478				11,830,737
NVA Holdings, Inc. (1.3%)*(4)		Health Care Facilities		First Lien Senior Secured Term Loan (LIBOR + 2.75%, 5.2% Cash, Due 02/25)		7,896,330				7,880,970				7,615,063
						7,896,330				7,880,970				7,615,063