As previously disclosed, on April 3, 2018, Triangle Capital Corporation (“Triangle”) entered into a stock purchase and transaction agreement (the “Externalization Agreement”) with Barings LLC (the “Adviser”), in connection with which the Adviser agreed to become the investment adviser to Triangle in exchange for (1) a payment by the Adviser of $85.0 million directly to Triangle’s stockholders, (2) an investment by the Adviser of $100.0 million in newly issued shares of Triangle common stock, par value $0.001 per share (the “Common Stock”), at net asset value upon the closing of the Externalization Transaction (as defined below), and (3) a commitment from the Adviser to purchase up to $50.0 million of shares of Common Stock in the open market at prices up to and including the then-current net asset value per share of the Common Stock for a two-year period (the “Trading Plan”), after which the Adviser has agreed to use any remaining funds from the $50.0 million to purchase additional newly issued shares of Common Stock at the greater of the then-current net asset value per share of the Common Stock and market price (collectively, the “Externalization Transaction”). In addition, under the Externalization Agreement, Triangle agreed to launch a $50.0 million issuer tender offer immediately after the closing of the Externalization Transaction to purchase shares of Common Stock at prices up to and including net asset value per share. The tender offer is anticipated to commence on August 7, 2018.

Simultaneously with entering into the Externalization Agreement on April 3, 2018, Triangle also entered into an asset purchase agreement (the “APA”) with BSP Asset Acquisition I, LLC (the “Asset Buyer”), an affiliate of Benefit Street Partners L.L.C. The asset sale transaction under the APA (the “Asset Sale”) closed on July 31, 2018, pursuant to which Triangle sold substantially all of its investment portfolio in exchange for cash from the Asset Buyer and certain of its affiliates. Refer to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on July 31, 2018 for more information on the Asset Sale.

The Externalization Transaction closed on August 2, 2018 (the “Externalization Closing”). Effective as of the Externalization Closing, Triangle changed its name to Barings BDC, Inc. (“Barings”). References herein to the “Company” refers to Triangle immediately prior to the Externalization Closing and to Barings at and after the Externalization Closing.

On August 2, 2018, the Company entered into the Advisory Agreement with the Adviser, an investment adviser registered under the Investment Advisers Act of 1940, as amended. The Company’s then-current board of directors (the “Board”) unanimously approved the Advisory Agreement at an in-person meeting on March 22, 2018. The Company’s stockholders approved the Advisory Agreement at a special meeting of stockholders held on July 24, 2018.

The Advisory Agreement provides that, absent fraud, willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of the reckless disregard of its duties and obligations, the Adviser, and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with the Adviser (collectively, the “IA Indemnified Parties”), are entitled to indemnification from the Company for any damages, liabilities, costs, demands, charges, claims and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) incurred by the IA Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Company or its security holders) arising out of any actions or omissions or otherwise based upon the performance of any of the Adviser’s duties or obligations under the Advisory Agreement or otherwise as an investment adviser of the Company.

Under the Advisory Agreement, the Company pays the Adviser (i) a base management fee (the “Base Management Fee”) and (ii) an incentive fee (the “Incentive Fee”) as compensation for the investment advisory and management services it provides the Company thereunder.

The Incentive Fee is comprised of two parts: (1) a portion based on the Company’s pre-incentive fee net investment income (the “Income-Based Fee”) and (2) a portion based on the net capital gains received on the Company’s portfolio of securities on a cumulative basis for each calendar year, net of all realized capital losses and all unrealized capital depreciation for that same calendar year (the “Capital Gains Fee”).

preceding calendar quarters counting each calendar quarter beginning on or after January 1, 2020) (each such period will be referred to as the “Trailing Twelve Quarters”) for which such fees are being calculated and will be payable promptly following the filing of the Company’s financial statements for such quarter. In respect of the Post-2019 Period, “Pre-Incentive Fee Net Investment Income” means interest income, dividend income and any other income (including any other fees, such as commitment, origination, structuring, diligence, managerial assistance and consulting fees or other fees that the Company receives from portfolio companies) accrued during the relevant Trailing Twelve Quarters, minus the Company’s operating expenses for such Trailing Twelve Quarters (including the Base Management Fee, expenses payable under the Administration Agreement, any interest expense and any dividends paid on any issued and outstanding preferred stock, but excluding the Incentive Fee) divided by the number of quarters that comprise the relevant Trailing Twelve Quarters. Pre-Incentive Fee Net Investment Income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with payment-in-kind interest and zero coupon securities), accrued income not yet received in cash. Pre-Incentive Fee Net Investment Income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation.

(b) With respect to the Post-2019 Period, 100% of the Company’s Pre-Incentive Fee Net Investment Income (as defined in paragraph (ii) above) with respect to that portion of the Pre-Incentive Fee Net Investment Income (as defined in paragraph (ii) above), if any, that exceeds the hurdle rate but is less than 2.5% (10% annualized) (the “Post-2019 Catch-Up Amount”). The Post-2019 Catch-Up Amount is intended to provide the Adviser with an incentive fee of 20% on all of the Company’s Pre-Incentive Fee Net Investment Income (as defined in paragraph (ii) above) when the Company’s Pre-Incentive Fee Net Investment Income (as defined in paragraph (ii) above) reaches 2% per quarter (8% annualized);

However, with respect to the Post-2019 Period, the Income-Based Fee paid to the Adviser will not be in excess of the Incentive Fee Cap. With respect to the Post-2019 Period, the “Incentive Fee Cap” for any quarter is an amount equal to (a) 20% of the Cumulative Net Return (as defined in the Advisory Agreement) during the relevant Trailing Twelve Quarters minus (b) the aggregate Income-Based Fee that was paid in respect of the first eleven calendar quarters (or the portion thereof) included in the relevant Trailing Twelve Quarters.

The Advisory Agreement has an initial term of two years. Thereafter, it will continue to renew automatically for successive annual periods so long as such continuance is specifically approved at least annually by: (i) the vote of the Board, or by the vote of stockholders holding a majority of the outstanding voting securities of the Company; and (ii) the vote of a majority of the Company’s independent directors, in either case, in accordance with the requirements of the Investment Company Act of 1940, as amended (the “1940 Act”). The Advisory Agreement may be terminated at any time, without the payment of any penalty, upon 60 days’ written notice, by: (a) by vote of a majority of the Board or by vote of a majority of the outstanding voting securities of the Company (as defined in the 1940 Act); or (b) the Adviser. Furthermore, the Advisory Agreement will automatically terminate in the event of its “assignment” (as such term is defined for purposes of Section 15(a)(4) of the 1940 Act).

On August 2, 2018, the Company entered into the Registration Rights Agreement with the Adviser. Under the terms of the Registration Rights Agreement, the Company has agreed to prepare and file with the SEC a registration statement within 30 days of August 2, 2018 to register the resale of the Common Stock acquired by the Adviser in the Stock Issuance (the “Registration Statement”). The Company has agreed to use its commercially reasonable efforts to cause the Registration Statement to be declared effective by the SEC as soon as practicable and no later than 60 days after August 2, 2018 (or, in the event the SEC reviews and has written comments to the Registration Statement, the 90th calendar day following August 2, 2018).

In connection with the Externalization Closing, the Company terminated the Triangle Capital Corporation Omnibus Incentive Plan (the “Omnibus Plan”):

Item 5.01.    Changes in Control of Registrant.

The business experience disclosure required by Item 401(e) of Regulation S-K promulgated by the SEC for Ms. LaGrant and Messrs. Lloyd and Fowler is included in the Company’s definitive proxy statement on Schedule 14A, filed with the SEC on June 1, 2018 (the “Proxy Statement”), under “Proposal 3 - Approval of the Advisory Agreement,” and is incorporated into this Item 5.02 by reference.

Mr. Bock, 36, is the Chief Financial Officer of the Company and a Managing Director in the Adviser’s Global Private Finance Group. Prior to joining the Adviser in 2018, Mr. Bock was a Managing Director and Senior Equity Analyst at Wells Fargo Securities specializing in business development companies (“BDCs”). He has actively followed the BDC space since 2006 and was the chief author of a leading BDC quarterly research publication: the BDC Scorecard. His research is often cited by The Wall Street Journal, Barron’s, and other prominent financial publications. Prior to Wells Fargo, Mr. Bock followed the specialty finance space at Stifel Nicolaus & Company and A.G. Edwards Inc. Prior to entering sell-side research in 2006, Mr. Bock was an equity portfolio manager/analyst at Busey Wealth Management in Champaign, Illinois. Mr. Bock holds a BS in finance from the University of Illinois College of Business and is a CFA charterholder.

As disclosed in the Proxy Statement, the Board previously established a cash bonus pool in the amount of $2.5 million (the “Bonus Pool”) to be allocated among Triangle employees for the successful closing of a strategic transaction and delegated authorization to a committee of the Board (the “Bonus Committee”) to determine, in the Bonus Committee’s sole discretion, how much of the Bonus Pool to award, if any, who will receive a share of the Bonus Pool, and the amount of the bonus thereunder for any individual officer or employee. On July 31, 2018, the Bonus Committee approved the award and allocation of the Bonus Pool funds to certain of Triangle’s employees, including to certain of Triangle’s named executive officers, as defined under SEC rules, as set forth in the table below:

On August 2, 2018, the Company filed Articles of Amendment to its charter (the “Articles of Amendment”), which were accepted for record by the Department of Assessments and Taxation of the State of Maryland (“SDAT”), pursuant to which the Company, as previously announced, changed its name to “Barings BDC, Inc.” In accordance with the Maryland General Corporation Law (the “MGCL”), the Board approved the Articles of Amendment without stockholder approval. The Articles of Amendment became effective upon their acceptance for record by SDAT. In connection with the name change, the Company’s trading symbol on the New York Stock Exchange for shares of the Common Stock will change from “TCAP” to “BBDC” beginning on August 3, 2018.

Effective as of Externalization Closing, the Board approved the Seventh Amended and Restated Bylaws of the Company (the “Bylaws”) to reflect the new name of the Company and amend Section 3.2 of the Bylaws to facilitate the newly classified Board. As amended, Section 3.2 of the Bylaws requires a classified Board with three designated classes: Class I, Class II and Class III with each class of directors serving in such capacity for a term continuing until the annual meeting of stockholders held in the third year following their election and until their successors are elected and qualify. To the extent possible, each class shall have the same number of directors.

The information in this report furnished pursuant to Item 7.01 shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. It may only be incorporated by reference in another filing under the Exchange Act or the Securities Act if such subsequent filing specifically references the information furnished pursuant to Item 7.01 of this Current Report on Form 8-K.

On August 2, 2018, the Company issued a press release announcing the Externalization Closing and the record date for the $85 million cash payment from the Adviser to the Company’s stockholders for the right to become the Company’s investment adviser (the “Stockholder Payment”). The Stockholder Payment of $1.7836119 per share will be made on August 3, 2018 (the “Payment Date”) to the Company’s stockholders of record as of August 2, 2018. Stockholders who sell their shares of Common Stock on or before the Payment Date will not be entitled to receive the Stockholder Payment. Thus, it is important to remember that the day on which stockholders can sell their shares without being obligated to deliver the Stockholder Payment to the buyer of such shares is the first business day after the Payment Date.

On August 1, 2018, pursuant to the terms of the Externalization Agreement, the Company’s then-current Board authorized a modified “Dutch auction” tender offer, to commence immediately after the Externalization Closing, to purchase shares of the Common Stock for an aggregate cash purchase price of up to $50.0 million at prices up to and including net asset value per share (the “Tender Offer”). On August 2, 2018, following the Externalization Closing, the Company’s newly-appointed Board authorized