On February 7, 2024, Barings BDC, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) among the Company, Barings LLC, and Wells Fargo Securities, LLC, SMBC Nikko Securities America, Inc., BMO Capital Markets Corp., and Fifth Third Securities, Inc., as representatives of the several underwriters named in Schedule A thereto, in connection with the issuance and sale of $300 million in aggregate principal amount (the “Offering”) of the Company’s 7.000% senior, unsecured notes due 2029 (the “Notes”). The Offering closed on February 12, 2024 and the Notes were issued under a Second Supplemental Indenture, dated February 12, 2024, between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), to the indenture, dated November 23, 2021, between the Company and the Trustee (the “Base Indenture” and, together with the Second Supplemental Indenture, the “Indenture”).

The Notes will mature on February 15, 2029 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the Indenture. The Notes bear interest at a rate of 7.000% per year payable semi-annually on February 15 and August 15 of each year, commencing on August 15, 2024. The Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.

 

The Indenture contains certain covenants, including covenants requiring the Company to comply with the asset coverage requirements of Section 18(a)(1)(A) as modified by Section 61(a)(1) and (2) of the Investment Company Act of 1940, as amended, whether or not it is subject to those requirements (but giving effect to exemptive relief granted to the Company by the Securities and Exchange Commission (the “SEC”)), and to provide financial information to the holders of the Notes and the Trustee if the Company is no longer subject to the reporting requirements under the Securities Exchange Act of 1934, as amended. These covenants are subject to important limitations and exceptions that are described in the Indenture.

 

In addition, on the occurrence of a “change of control repurchase event,” as defined in the Indenture, the Company may be required by the holders of the Notes to make an offer to purchase the outstanding Notes at a price equal to 100% of the principal amount of such Notes plus accrued and unpaid interest to the repurchase date.

 

The Offering was made pursuant to the Company’s effective shelf registration statement on Form N-2 (Registration No. 333-273253) previously filed with the SEC, as supplemented by a preliminary prospectus supplement dated February 7, 2024 and a final prospectus supplement dated February 7, 2024. The Offering closed and the Notes were delivered and paid for on February 12, 2024. The net proceeds to be received by the Company are estimated to be approximately $292.9 million, after deducting the underwriting discounts and estimated offering expenses payable by the Company.

 

The Company intends to use the net proceeds of this Offering to repay indebtedness under its senior secured credit facility initially entered into in February 2019, as amended, restated and otherwise modified from time to time. The Company may reborrow under its credit facilities for general corporate purposes, which include investing in portfolio companies in accordance with its investment objective.

 

The foregoing description of the Underwriting Agreement, the Indenture and the Notes does not purport to be complete and is qualified in its entirety by reference to (i) the full text of the Underwriting Agreement, which is filed with this Current Report on Form 8-K as Exhibit 1.1 and incorporated herein by reference, (ii) the full text of the Second Supplemental Indenture and the accompanying Form of 7.000% Notes due 2029, which are filed with this Current Report on Form 8-K as Exhibits 4.1 and 4.2, respectively, and incorporated herein by reference, and (iii) the full text of the Base Indenture, a form of which is filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on November 24, 2021, which is incorporated herein by reference.

 

This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

The information required by Item 2.03 contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.