SC 13D/A: Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities
Published on October 18, 2018
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 2)
Barings BDC, Inc.
(NAME OF ISSUER)
Common Stock, par value $0.001 per share
(TITLE OF CLASS OF SECURITIES)
06759L103
(CUSIP NUMBER)
Barings LLC Massachusetts Mutual Life Insurance Company
300 South Tryon Street Suite 2500 1295 State Street
Charlotte, NC 28202 Springfield, MA 01111
Attn: Compliance Department Attn: Donald Griffith
(704)508-7200 (800) 767-1000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 15, 2018
(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
=================== =================
CUSIP No. 06759L103 13D PAGE 2 OF 7 PAGES
=================== =================
================================================================================
1 NAMES OF REPORTING PERSONS:
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Barings LLC
04-1054788
----- --------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
----- -------------------------------------------------------------------------
3 SEC USE ONLY
----- --------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
----- --------------------------------------------------------------------------
5 CHECK BOX IF THE DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
----- --------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
9,658,308
NUMBER OF ----- ------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH ----- ------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 9,658,308
----- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,658,308
----- --------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
Not Applicable
----- --------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
18.8%(1)
----- --------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IA
(1) The percentage of the shares of common stock ("Shares") reported
beneficially owned by the Reporting Persons herein is based upon 51,284,064
Shares outstanding as reported in Form 8-K filed by Barings BDC, Inc. (the
"Issuer") with the Securities and Exchange Commission on September 11, 2018.
=================== =================
CUSIP No. 06759L103 13D PAGE 3 OF 7 PAGES
=================== =================
================================================================================
1 NAMES OF REPORTING PERSONS:
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Massachusetts Mutual Life Insurance Company
04-1590850
----- --------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
----- --------------------------------------------------------------------------
3 SEC USE ONLY
----- --------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
----- --------------------------------------------------------------------------
5 CHECK BOX IF THE DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
----- --------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
9,658,308
NUMBER OF ----- ------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH ----- ------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 9,658,308
----- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,658,308
----- --------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
Not Applicable
----- --------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
18.8%(1)
----- --------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO, IC
(1) The percentage of the shares of common stock ("Shares") reported
beneficially owned by the Reporting Persons herein is based upon 51,284,064
Shares outstanding as reported in Form 8-K filed by Barings BDC, Inc. (the
"Issuer") with the Securities and Exchange Commission on September 11, 2018.
=================== =================
CUSIP No. 06759L103 13D PAGE 4 OF 7 PAGES
=================== =================
This Amendment No. 2 to Schedule 13D is being filed by the Reporting
Persons named herein to amend and supplement the initial Schedule
13D (the "Initial Statement") filed with the Securities and Exchange
Commission on August 6, 2018 as amended by Amendment No. 1
("Amendment No.1"), filed on October 10, 2018. Capitalized terms not
otherwise defined herein have the meanings given to them in the Initial
Statement. Except as amended hereby, the information set forth in the
Initial Statement remains unchanged.
Item 3 Source and Amount of Funds or Other Consideration:
The response set forth in Item 3 of the Initial Statement is hereby
amended and supplemented by the following information:
Pursuant to the Stock Purchase and Transaction Agreement, dated April 3,
2018, entered into by and between Barings LLC ("Barings") and Barings
BDC, Inc. f/k/a Triangle Capital Corporation (the "SPA"), Barings agreed
to (i) establish a trading plan designed in accordance with Rule
10b5-1(c) under the Securities Exchange Act of 1934, as amended,
providing for the purchase by Barings of $50,000,000 of Shares in open
market transactions over a two-year period at prices not greater than
the net asset value per Share, and (ii) use any funds remaining under
the trading plan after such two-year period to purchase Shares directly
from the Issuer at the greater of the then-current net asset value per
Share or the then-current market price per Share. Barings will acquire
these Shares using funds that come directly or indirectly from the
working capital of Barings.
A copy of the SPA is filed as Exhibit 1 hereto and is incorporated by
reference herein.
=================== =================
CUSIP No. 06759L103 13D PAGE 5 OF 7 PAGES
=================== =================
Item 5 Interest in Securities of the Issuer:
The response set forth in Item 5 of the Initial Statement is hereby amended
and supplemented by the following information:
(a)-(b) The responses of the Reporting Persons to Rows (7) through (11) of the
cover pages of this statement are incorporated herein by reference. The
percentage of Shares reported beneficially owned by the Reporting Persons
herein is based upon 51,284,064 Shares issued and outstanding as reported in
Form 8-K filed by the Issuer with the Securities and Exchange Commission on
September 11, 2018. The Shares beneficially owned by the Reporting Persons
represent approximately 18.8% of the outstanding Shares.
The filing of this Schedule 13D shall not be deemed to constitute an admission
that any Reporting Person is the beneficial owner of any securities covered by
this Schedule 13D for purposes of Section 13(d) of the Exchange Act.
(c) On September 24, 2018, Barings LLC commenced trading in its 10b5-1 Purchase
Plan that qualifies for the safe harbors provided by Rules 10b5-1 and 10b-18
under the Securities Exchange Act of 1934, as amended (the "Plan"). A copy of
the Plan is filed as Exhibit 2 hereto and is incorporated by reference
herein.
As of October 15, 2018, Barings LLC has acquired an additional 563,127 Shares
in accordance with the purchase guidelines specified in the Plan. The
following open market purchases were effected by Barings LLC since the
Amendment No. 1:
79,200 Shares were purchased on October 4, 2018 at an average price of
$10.1831. Actual purchase prices ranged from $10.15 to $10.22.
79,200 Shares were purchased on October 5, 2018 at an average price of
$10.1751. Actual purchase prices ranged from $10.12 to $10.20.
61,900 Shares were purchased on October 8, 2018 at an average price of
$10.1739. Actual purchase prices ranged from $10.12 to $10.20.
61,027 Shares were purchased on October 9, 2018 at an average price of
$10.1775. Actual purchase prices ranged from $10.14 to $10.20.
71,700 Shares were purchased on October 10, 2018 at an average price of
$10.1162. Actual purchase prices ranged from $10.02 to $10.21.
71,700 Shares were purchased on October 11, 2018 at an average price of
$10.0345. Actual purchase prices ranged from $9.99 to $10.07.
71,700 Shares were purchased on October 12, 2018 at an average price of
$10.0894. Actual purchase prices ranged from $10.05 to $10.16.
66,700 Shares were purchased on October 15, 2018 at an average price of
$10.1278. Actual purchase prices ranged from $10.08 to $10.16.
Barings LLC hereby undertakes to provide upon request to the Securities and
Exchange Commission staff, the Issuer or a security holder of the Issuer full
information regarding the number of Shares and prices at which the transactions
were effected.
=================== =================
CUSIP No. 06759L103 13D PAGE 6 OF 7 PAGES
=================== =================
Item 7 Material to be Filed as Exhibits:
The response set forth in Item 7 of the Initial Statement is hereby amended and
supplemented by the following information:
Exhibit
Number Description of Exhibit
----- -----------------------------------------------------------------------
1 Share Purchase and Externalization Agreement, dated as of April 3, 2018,
by and between Barings and Triangle Capital Corporation (incorporated by
reference from Exhibit 10.1 to the Issuer's Current Report on Form 8-K
filed on April 9, 2018).
2 Rule 10b5-1 Purchase Plan, dated as of September 24, 2018, by and between
the Broker and Barings LLC (incorporated by reference from Exhibit 99.2 to
the Issuer's Current Report on Form 8-K filed on September 24, 2018).
=================== =================
CUSIP No. 06759L103 13D PAGE 7 OF 7 PAGES
=================== =================
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and
correct.
BARINGS LLC
By: /s/ Ann Malloy
---------------------------
Name: Ann Malloy
Title: Director
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
By: /s/ Donald Griffith
---------------------------
Name: Donald Griffith
Title: Vice President
Dated: October 17, 2018