July 30, 2019 - 10-Q: Quarterly report pursuant to Section 13 or 15(d)

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 June 30, 2019



¨	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 July 30, 2019 was 50,314,275.

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 June 30, 2019 and Consolidated Balance Sheet as of December 31, 2018	3
	Unaudited Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2019 and 2018	4
	Unaudited Consolidated Statements of Changes in Net Assets for the Three and Six Months Ended June 30, 2019 and 2018	5
	Unaudited Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2019 and 2018	7
	Unaudited Consolidated Schedule of Investments as of June 30, 2019	8
	Consolidated Schedule of Investments as of December 31, 2018	17
	Notes to Unaudited Consolidated Financial Statements	26
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	55
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	70
Item 4.	Controls and Procedures	71

PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	71
Item 1A.	Risk Factors	72
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	75
Item 3.	Defaults Upon Senior Securities	76
Item 4.	Mine Safety Disclosures	76
Item 5.	Other Information	76
Item 6.	Exhibits	77
Signatures		78

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

Barings BDC, Inc.

Consolidated Balance Sheets



	June 30, 2019			December 31, 2018
	(Unaudited)
Assets:
Investments at fair value:
Non-Control / Non-Affiliate investments (cost of $1,185,840,891 and $1,128,694,715 as of June 30, 2019 and December 31, 2018, respectively)	$	1,161,189,262		$	1,076,631,804
Affiliate investments (cost of $5,162,299 as of June 30, 2019)	5,000,210			—
Short-term investments (cost of $34,423,491 and $45,223,941 as of June 30, 2019 and December 31, 2018, respectively)	34,423,491			45,223,941
Total investments at fair value	1,200,612,963			1,121,855,745
Cash	12,926,602			12,426,982
Interest and fees receivable	5,208,059			6,008,700
Prepaid expenses and other assets	1,318,240			4,123,742
Deferred financing fees	6,001,589			251,908
Receivable from unsettled transactions	115,302			22,909,998
Total assets	$	1,226,182,755		$	1,167,577,075
Liabilities:
Accounts payable and accrued liabilities	$	5,852,451		$	5,327,249
Interest payable	2,339,146			749,525
Payable from unsettled transactions	2,970,000			28,533,014
Borrowings under credit facilities	285,500,000			570,000,000
Debt securitization	346,441,453			—
Total liabilities	643,103,050			604,609,788
Commitments and contingencies (Note 9)
Net Assets:
Common stock, $0.001 par value per share (150,000,000 shares authorized, 50,314,275 and 51,284,064 shares issued and outstanding as of June 30, 2019 and December 31, 2018, respectively)	50,314			51,284
Additional paid-in capital	875,245,919			884,894,249
Total distributable earnings (loss)	(292,216,528		)	(321,978,246		)
Total net assets	583,079,705			562,967,287
Total liabilities and net assets	$	1,226,182,755		$	1,167,577,075
Net asset value per share	$	11.59		$	10.98

See accompanying notes.

Barings BDC, Inc.

Unaudited Consolidated Statements of Operations



	Three Months Ended			Three Months Ended			Six Months Ended			Six Months Ended
	June 30, 2019			June 30, 2018			June 30, 2019			June 30, 2018
Investment income:
Interest income:
Non-Control / Non-Affiliate investments	$	18,823,480		$	17,507,637		$	36,684,799		$	36,513,687
Affiliate investments	—			2,250,311			—			4,910,498
Control investments	—			278,091			—			553,127
Short-term investments	251,344			—			424,039			—
Total interest income	19,074,824			20,036,039			37,108,838			41,977,312
Dividend income:
Non-Control / Non-Affiliate investments	4,711			66,657			4,711			252,369
Affiliate investments	—			334,575			—			339,125
Total dividend income	4,711			401,232			4,711			591,494
Fee and other income:
Non-Control / Non-Affiliate investments	519,970			2,627,353			821,027			3,921,070
Affiliate investments	—			134,407			—			528,680
Control investments	—			7,819			—			107,819
Total fee and other income	519,970			2,769,579			821,027			4,557,569
Payment-in-kind interest income:
Non-Control / Non-Affiliate investments	—			1,141,549			—			2,448,130
Affiliate investments	—			403,337			—			825,477
Total payment-in-kind interest income	—			1,544,886			—			3,273,607
Interest income from cash	2,183			721,755			6,870			1,149,596
Total investment income	19,601,688			25,473,491			37,941,446			51,549,578
Operating expenses:
Interest and other financing fees	7,027,040			7,344,335			12,871,212			14,934,883
Base management fee (Note 2)	3,130,955			—			5,581,950			—
Compensation expenses	108,646			3,842,656			227,090			7,935,508
General and administrative expenses (Note 2)	1,922,165			4,224,631			3,891,025			5,893,140
Total operating expenses	12,188,806			15,411,622			22,571,277			28,763,531
Net investment income	7,412,882			10,061,869			15,370,169			22,786,047
Realized and unrealized gains (losses) on investments and foreign currency borrowings:
Net realized gains (losses):
Non-Control / Non-Affiliate investments	50,024			(29,369,826		)	(79,751		)	(41,309,310		)
Affiliate investments	—			(904,686		)	—			2,352,512
Control investments	—			(6,630,547		)	—			(6,626,547		)
Net realized gains (losses) on investments	50,024			(36,905,059		)	(79,751		)	(45,583,345		)
Foreign currency borrowings	—			(341,915		)				1,081,211
Net realized gains (losses)	50,024			(37,246,974		)	(79,751		)	(44,502,134		)
Net unrealized appreciation (depreciation):
Non-Control / Non-Affiliate investments	2,014,096			22,220,521			27,411,284			32,152,905
Affiliate investments	(162,089		)	17,629,966			(162,089		)	19,085,297
Control investments	—			3,040,908			—			1,670,033
Net unrealized appreciation on investments	1,852,007			42,891,395			27,249,195			52,908,235
Foreign currency borrowings	—			99,435			—			(863,980		)
Net unrealized appreciation	1,852,007			42,990,830			27,249,195			52,044,255
Net realized and unrealized appreciation on investments and foreign currency borrowings	1,902,031			5,743,856			27,169,444			7,542,121
Loss on extinguishment of debt	(85,356		)	—			(129,751		)	—
Benefit from (provision for) taxes	17,493			(488,845		)	(499		)	(539,635		)
Net increase in net assets resulting from operations	$	9,247,050		$	15,316,880		$	42,409,363		$	29,788,533
Net investment income per share—basic and diluted	$	0.15		$	0.21		$	0.30		$	0.48
Net increase in net assets resulting from operations per share—basic and diluted	$	0.18		$	0.32		$	0.83		$	0.62
Dividends/distributions per share:
Total dividends/distributions per share	$	0.13		$	—		$	0.25		$	0.30
Weighted average shares outstanding—basic and diluted	50,473,640			48,041,540			50,813,753			47,970,594

See accompanying notes.

Barings BDC, Inc.

Unaudited Consolidated Statements of Changes in Net Assets



	Common Stock			Additional Paid-In Capital			Total Distributable Earnings (Loss)			Total Net Assets
Three Months Ended June 30, 2018:	Number of Shares	Par Value		Additional Paid-In Capital			Total Distributable Earnings (Loss)			Total Net Assets
Balance, March 31, 2018	48,024,614	$	48,025	$	823,786,656		$	(182,322,979	)	$	641,511,702
Net investment income	—	—		—			10,061,869			10,061,869
Stock-based compensation	—	—		1,477,911			—			1,477,911
Net realized loss on investments / foreign currency borrowings	—	—		—			(37,246,974		)	(37,246,974		)
Net unrealized appreciation of investments / foreign currency borrowings	—	—		—			42,990,830			42,990,830
Provision for taxes	—	—		—			(488,845		)	(488,845		)
Issuance of restricted stock	26,106	26		(26		)	—			—
Balance, June 30, 2018	48,050,720	$	48,051	$	825,264,541		$	(167,006,099	)	$	658,306,493



	Common Stock					Additional Paid-In Capital			Total Distributable Earnings (Loss)			Total Net Assets
Three Months Ended June 30, 2019:	Number of Shares		Par Value			Additional Paid-In Capital			Total Distributable Earnings (Loss)			Total Net Assets
Balance, March 31, 2019	50,690,659		$	50,691		$	879,033,345		$	(294,922,722	)	$	584,161,314
Net investment income	—		—			—			7,412,882			7,412,882
Net realized gain on investments / foreign currency borrowings	—		—			—			50,024			50,024
Net unrealized appreciation of investments / foreign currency borrowings	—		—			—			1,852,007			1,852,007
Loss on extinguishment of debt	—		—			—			(85,356		)	(85,356		)
Income tax benefit	—		—			—			17,493			17,493
Dividends / distributions	—		—			—			(6,540,856		)	(6,540,856		)
Purchases of shares in repurchase plan	(376,384	)	(377		)	(3,787,426		)	—			(3,787,803		)
Balance, June 30, 2019	50,314,275		$	50,314		$	875,245,919		$	(292,216,528	)	$	583,079,705

Barings BDC, Inc.

Unaudited Consolidated Statements of Changes in Net Assets — (Continued)



	Common Stock					Additional Paid-In Capital			Total Distributable Earnings (Loss)			Total Net Assets
Six Months Ended June 30, 2018:	Number of Shares		Par Value			Additional Paid-In Capital			Total Distributable Earnings (Loss)			Total Net Assets
Balance, December 31, 2017	47,740,832		$	47,741		$	823,614,881		$	(182,387,248	)	$	641,275,374
Net investment income	—		—			—			22,786,047			22,786,047
Stock-based compensation	—		—			2,933,454			—			2,933,454
Net realized loss on investments / foreign currency borrowings	—		—			—			(44,502,134		)	(44,502,134		)
Net unrealized appreciation of investments / foreign currency borrowings	—		—			—			52,044,255			52,044,255
Provision for taxes	—		—			—			(539,635		)	(539,635		)
Dividends / distributions	—		—			—			(14,407,384		)	(14,407,384		)
Issuance of restricted stock	435,106		435			(435		)	—			—
Common stock withheld for payroll taxes upon vesting of restricted stock	(125,218	)	(125		)	(1,283,359		)	—			(1,283,484		)
Balance, June 30, 2018	48,050,720		$	48,051		$	825,264,541		$	(167,006,099	)	$	658,306,493



	Common Stock					Additional Paid-In Capital			Total Distributable Earnings (Loss)			Total Net Assets
Six Months Ended June 30, 2019:	Number of Shares		Par Value			Additional Paid-In Capital			Total Distributable Earnings (Loss)			Total Net Assets
Balance, December 31, 2018	51,284,064		$	51,284		$	884,894,249		$	(321,978,246	)	$	562,967,287
Net investment income	—		—			—			15,370,169			15,370,169
Net realized loss on investments / foreign currency borrowings	—		—			—			(79,751		)	(79,751		)
Net unrealized appreciation of investments / foreign currency borrowings	—		—			—			27,249,195			27,249,195
Loss on extinguishment of debt	—		—			—			(129,751		)	(129,751		)
Provision for taxes	—		—			—			(499		)	(499		)
Dividends / distributions	—		—			—			(12,647,645		)	(12,647,645		)
Purchases of shares in repurchase plan	(969,789	)	(970		)	(9,648,330		)	—			(9,649,300		)
Balance, June 30, 2019	50,314,275		$	50,314		$	875,245,919		$	(292,216,528	)	$	583,079,705

See accompanying notes.

Barings BDC, Inc.

Unaudited Consolidated Statements of Cash Flows



	Six Months Ended			Six Months Ended
	June 30, 2019			June 30, 2018
Cash flows from operating activities:
Net increase in net assets resulting from operations	$	42,409,363		$	29,788,533
Adjustments to reconcile net increase in net assets resulting from operations to net cash provided by (used in) operating activities:
Purchases of portfolio investments	(171,350,190		)	(29,087,262		)
Repayments received/sales of portfolio investments	104,431,586			196,625,451
Purchases of short-term investments	(317,480,389		)	—
Sales of short-term investments	328,280,839			—
Loan origination and other fees received	2,420,157			292,999
Net realized loss on investments	79,751			45,583,345
Net realized gain on foreign currency borrowings	—			(1,081,211		)
Net unrealized appreciation of investments	(27,249,195		)	(53,257,297		)
Net unrealized depreciation of foreign currency borrowings	—			863,980
Payment-in-kind interest accrued, net of payments received	—			623,880
Amortization of deferred financing fees	558,712			1,333,044
Loss on extinguishment of debt	129,751			—
Accretion of loan origination and other fees	(543,501		)	(2,890,048		)
Amortization/accretion of purchased loan premium/discount	(114,594		)	(12,131		)
Depreciation expense	—			27,414
Stock-based compensation	—			2,933,454
Changes in operating assets and liabilities:
Interest and fees receivables	800,641			(3,588,400		)
Prepaid expenses and other assets	2,805,502			(75,446		)
Accounts payable and accrued liabilities	525,202			(1,628,061		)
Interest payable	1,589,621			(270,034		)
Net cash provided by (used in) operating activities	(32,706,744		)	186,182,210
Cash flows from financing activities:
Borrowings under credit facilities	120,000,000			4,100,000
Repayments of credit facilities	(404,500,000		)	(149,953,253		)
Proceeds from debt securitization	348,250,000			—
Financing fees paid	(8,246,691		)	—
Purchases of shares in repurchase plan	(9,649,300		)	—
Common stock withheld for payroll taxes upon vesting of restricted stock	—			(1,283,484		)
Cash dividends/distributions paid	(12,647,645		)	(14,407,384		)
Net cash provided by (used in) financing activities	33,206,364			(161,544,121		)
Net increase in cash	499,620			24,638,089
Cash, beginning of period	12,426,982			191,849,697
Cash, end of period	$	12,926,602		$	216,487,786
Supplemental disclosure of cash flow information:
Cash paid for interest	$	9,451,297		$	12,690,524

See accompanying notes.

Barings BDC, Inc. Unaudited Consolidated Schedule of Investments June 30, 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) (6)}	Leisure Facilities	First Lien Senior Secured Term Loan (LIBOR + 3.5%, 5.9% Cash, Due 05/25)	$	9,405,000	$	9,489,952	$	9,359,668
24 Hour Fitness Worldwide, Inc. (1.6%)*^{(4) (6)}	Leisure Facilities		9,405,000		9,489,952		9,359,668

Accelerate Learning, Inc. (1.4%)*⁽⁵⁾ ⁽⁷⁾	Education Services	First Lien Senior Secured Term Loan (LIBOR + 4.5%, 6.8% Cash, Due 12/24)	8,413,548		8,257,588		8,223,410
Accelerate Learning, Inc. (1.4%)*⁽⁵⁾ ⁽⁷⁾	Education Services		8,413,548		8,257,588		8,223,410

Accurus Aerospace Corporation (4.2%)*^{(5) (7)}	Aerospace & Defense	First Lien Senior Secured Term Loan (LIBOR + 4.5%, 6.7% Cash, Due 10/24)	24,875,000		24,538,750		24,367,058
Accurus Aerospace Corporation (4.2%)*^{(5) (7)}	Aerospace & Defense		24,875,000		24,538,750		24,367,058

Acrisure, LLC (1.7%)*^{(4) (5) (6)}	Property & Casualty Insurance	First Lien Senior Secured Term Loan (LIBOR + 4.25%, 6.8% Cash, Due 11/23)	9,924,433		9,980,744		9,866,574
Acrisure, LLC (1.7%)*^{(4) (5) (6)}	Property & Casualty Insurance		9,924,433		9,980,744		9,866,574

ADMI Corp. (0.6%)*⁽⁶⁾	Health Care Services	First Lien Senior Secured Term Loan (LIBOR + 2.75%, 5.2% Cash, Due 04/25)	3,465,000		3,476,717		3,406,095
ADMI Corp. (0.6%)*⁽⁶⁾	Health Care Services		3,465,000		3,476,717		3,406,095

Aftermath Bidco Corporation (2.1%)*^{(5) (7)}	Professional Services	First Lien Senior Secured Term Loan (LIBOR + 5.75%, 8.3% Cash, Due 04/25)	12,320,633		12,051,492		12,073,903
Aftermath Bidco Corporation (2.1%)*^{(5) (7)}	Professional Services		12,320,633		12,051,492		12,073,903

AlixPartners LLP (1.4%)*^{(4) (6)}	Investment Banking & Brokerage	First Lien Senior Secured Term Loan (LIBOR + 2.75%, 5.2% Cash, Due 04/24)	8,017,975		8,058,811		7,990,152
AlixPartners LLP (1.4%)*^{(4) (6)}	Investment Banking & Brokerage		8,017,975		8,058,811		7,990,152

Alliant Holdings LP (0.8%)*⁽⁶⁾	Property & Casualty Insurance	First Lien Senior Secured Term Loan (LIBOR + 2.75%, 5.4% Cash, Due 05/25)	4,947,519		4,954,908		4,799,637
Alliant Holdings LP (0.8%)*⁽⁶⁾	Property & Casualty Insurance		4,947,519		4,954,908		4,799,637

American Airlines Group Inc. (1.3%)*^{(3) (6)}	Airport Services	First Lien Senior Secured Term Loan (LIBOR + 1.75%, 4.1% Cash, Due 06/25)	7,903,825		7,781,720		7,682,202
American Airlines Group Inc. (1.3%)*^{(3) (6)}	Airport Services		7,903,825		7,781,720		7,682,202

American Dental Partners, Inc. (1.7%)*⁽⁵⁾	Health Care Services	First Lien Senior Secured Term Loan (LIBOR + 4.25%, 6.6% Cash, Due 03/23)	9,950,000		9,928,197		9,825,625
American Dental Partners, Inc. (1.7%)*⁽⁵⁾	Health Care Services		9,950,000		9,928,197		9,825,625

Amscan Holdings Inc. (0.4%)*^{(3) (6)}	Specialty Stores	First Lien Senior Secured Term Loan (LIBOR + 2.50%, 4.9% Cash, Due 08/22)	2,392,591		2,407,508		2,374,216
Amscan Holdings Inc. (0.4%)*^{(3) (6)}	Specialty Stores		2,392,591		2,407,508		2,374,216

Anju Software, Inc. (1.0%)*^{(5) (7)}	Application Software	First Lien Senior Secured Term Loan (LIBOR + 4.75%, 7.1% Cash, Due 02/25)	5,929,254		5,633,650		5,734,336
Anju Software, Inc. (1.0%)*^{(5) (7)}	Application Software		5,929,254		5,633,650		5,734,336

Apex Tool Group, LLC (1.2%)*⁽⁴⁾	Industrial Machinery	First Lien Senior Secured Term Loan (LIBOR + 3.75%, 6.2% Cash, Due 02/22)	7,235,884		7,260,843		6,940,443
Apex Tool Group, LLC (1.2%)*⁽⁴⁾	Industrial Machinery		7,235,884		7,260,843		6,940,443

Applied Systems Inc. (1.6%)*^{(4) (6)}	Application Software	First Lien Senior Secured Term Loan (LIBOR + 3.0%, 5.3% Cash, Due 09/24)	9,265,913		9,327,985		9,177,146
Applied Systems Inc. (1.6%)*^{(4) (6)}	Application Software		9,265,913		9,327,985		9,177,146

AQA Acquisition Holding, Inc. (f/k/a SmartBear) (0.8%)*^{(5) (7)}	High Tech Industries	Second Lien Senior Secured Term Loan (LIBOR + 8.0%, 10.6% Cash, Due 05/24)	4,959,088		4,849,016		4,809,674
	High Tech Industries		4,959,088		4,849,016		4,809,674

Arch Global Precision LLC (0.9%)*^{(5) (7)}	Industrial Machinery	First Lien Senior Secured Term Loan (LIBOR + 4.75%, 7.2% Cash, Due 04/26)	5,122,874		5,009,508		5,013,723
Arch Global Precision LLC (0.9%)*^{(5) (7)}	Industrial Machinery		5,122,874		5,009,508		5,013,723

Armstrong Transport Group (Pele Buyer, LLC ) (0.9%)*^{(5) (7)}	Transportation Services	First Lien Senior Secured Term Loan (LIBOR + 4.75%, 7.2% Cash, Due 06/24)	5,571,363		5,443,844		5,446,103
	Transportation Services		5,571,363		5,443,844		5,446,103

Ascend Learning, LLC (1.3%)*^{(4) (6)}	IT Consulting & Other Services	First Lien Senior Secured Term Loan (LIBOR + 3.0%, 5.4% Cash, Due 07/24)	7,919,395		7,939,429		7,793,160
Ascend Learning, LLC (1.3%)*^{(4) (6)}	IT Consulting & Other Services		7,919,395		7,939,429		7,793,160

Barings BDC, Inc. Unaudited Consolidated Schedule of Investments — (Continued) June 30, 2019

Portfolio Company	Industry	Type of Investment^{(1) (2)}	Principal Amount		Cost		Fair Value

AssuredPartners Capital, Inc. (2.0%)*^{(4) (6)}	Property & Casualty Insurance	First Lien Senior Secured Term Loan (LIBOR + 3.50%, 5.9% Cash, Due 10/24)	$	11,883,139	$	11,904,879	$	11,749,453
AssuredPartners Capital, Inc. (2.0%)*^{(4) (6)}	Property & Casualty Insurance		11,883,139		11,904,879		11,749,453

Aveanna Healthcare Holdings, Inc. (0.8%)*⁽⁶⁾	Health Care Facilities	First Lien Senior Secured Term Loan (LIBOR + 4.25%, 6.7% Cash, Due 03/24)	1,481,136		1,463,506		1,431,147
		First Lien Senior Secured Term Loan (LIBOR + 5.5%, 7.9% Cash, Due 03/24)	3,547,530		3,548,438		3,417,442
			5,028,666		5,011,944		4,848,589

AVSC Holding Corp. (1.3%)*^{(4) (5) (6)}	Advertising	First Lien Senior Secured Term Loan (LIBOR + 3.25%, 5.7% Cash, Due 03/25)	7,919,799		7,880,321		7,684,661
AVSC Holding Corp. (1.3%)*^{(4) (5) (6)}	Advertising		7,919,799		7,880,321		7,684,661

Bausch Health Companies Inc. (1.4%)*^{(3) (4) (5) (6)}	Health Care Services	First Lien Senior Secured Term Loan (LIBOR + 3.0%, 5.4% Cash, Due 05/25)	8,314,123		8,354,237		8,308,968
Bausch Health Companies Inc. (1.4%)*^{(3) (4) (5) (6)}	Health Care Services		8,314,123		8,354,237		8,308,968

BDP Buyer, LLC (4.2%)*^{(5) (7)}	Air Freight & Logistics	First Lien Senior Secured Term Loan (LIBOR + 5.25%, 7.9% Cash, Due 12/24)	24,937,500		24,474,847		24,373,790
BDP Buyer, LLC (4.2%)*^{(5) (7)}	Air Freight & Logistics		24,937,500		24,474,847		24,373,790

Berlin Packaging LLC (1.4%)*^{(4) (5) (6)}	Forest Products /Containers	First Lien Senior Secured Term Loan (LIBOR + 3.0%, 5.4% Cash, Due 11/25)	8,415,000		8,433,455		8,157,838
Berlin Packaging LLC (1.4%)*^{(4) (5) (6)}	Forest Products /Containers		8,415,000		8,433,455		8,157,838

Blackhawk Network Holdings Inc (1.7%)*^{(4) (6)}	Data Processing & Outsourced Services	First Lien Senior Secured Term Loan (LIBOR + 3.0%, 5.4% Cash, Due 06/25)	9,924,812		9,924,812		9,840,054
Blackhawk Network Holdings Inc (1.7%)*^{(4) (6)}	Data Processing & Outsourced Services		9,924,812		9,924,812		9,840,054

Brown Machine Group Holdings, LLC (0.9%)*^{(5) (7)}	Industrial Equipment	First Lien Senior Secured Term Loan (LIBOR + 5.25%, 7.8% Cash, Due 10/24)	5,554,988		5,493,064		5,454,872
Brown Machine Group Holdings, LLC (0.9%)*^{(5) (7)}	Industrial Equipment		5,554,988		5,493,064		5,454,872

Cadent, LLC (f/k/a Cross MediaWorks) (1.4%)*^{(5) (7)}	Media & Entertainment	First Lien Senior Secured Term Loan (LIBOR + 5.25%, 7.6% Cash, Due 09/23)	7,926,302		7,858,431		7,886,671
Cadent, LLC (f/k/a Cross MediaWorks) (1.4%)*^{(5) (7)}	Media & Entertainment		7,926,302		7,858,431		7,886,671

Caesars Entertainment Corp. (0.5%)*^{(3) (6)}	Casinos & Gaming	First Lien Senior Secured Term Loan (LIBOR + 2.75%, 5.2% Cash, Due 12/24)	3,118,342		3,135,745		3,063,116
Caesars Entertainment Corp. (0.5%)*^{(3) (6)}	Casinos & Gaming		3,118,342		3,135,745		3,063,116

Calpine Corp. (0.8%)*^{(4) (6)}	Independent Power Producers & Energy Traders	First Lien Senior Secured Term Loan7 (LIBOR + 2.5%, 4.8% Cash, Due 05/23)	128,456		128,871		127,886
		First Lien Senior Secured Term Loan5 (LIBOR + 2.5%, 4.8% Cash, Due 01/24)	4,474,207		4,488,987		4,447,451
			4,602,663		4,617,858		4,575,337

Campaign Monitor (UK) Limited (3.8%)*^{(5) (7)}	Internet & Direct Marketing	First Lien Senior Secured Term Loan (LIBOR + 4.75%, 7.3% Cash, Due 05/25)	22,457,627		22,037,215		22,030,785
Campaign Monitor (UK) Limited (3.8%)*^{(5) (7)}	Internet & Direct Marketing		22,457,627		22,037,215		22,030,785

Capital Automotive LLC (2.0%)*^{(4) (6)}	Automotive Retail	First Lien Senior Secured Term Loan (LIBOR + 2.5%, 4.9% Cash, Due 03/24)	11,878,788		11,903,472		11,713,316
Capital Automotive LLC (2.0%)*^{(4) (6)}	Automotive Retail		11,878,788		11,903,472		11,713,316

Concentra Inc. (0.5%)*⁽⁶⁾	Health Care Services	First Lien Senior Secured Term Loan (LIBOR + 2.75%, 5.2% Cash, Due 06/22)	2,912,371		2,936,346		2,908,731
Concentra Inc. (0.5%)*⁽⁶⁾	Health Care Services		2,912,371		2,936,346		2,908,731

Consolidated Container Co. LLC (1.3%)*^{(4) (6)}	Metal & Glass Containers	First Lien Senior Secured Term Loan (LIBOR + 2.75%, 5.2% Cash, Due 05/24)	7,424,623		7,445,819		7,292,836
Consolidated Container Co. LLC (1.3%)*^{(4) (6)}	Metal & Glass Containers		7,424,623		7,445,819		7,292,836

Container Store Group, Inc., (The) (0.5%)*^{(3) (6) (7)}	Retail	First Lien Senior Secured Term Loan (LIBOR + 5.0%, 7.4% Cash, Due 09/23)	2,968,747		2,970,879		2,961,325
Container Store Group, Inc., (The) (0.5%)*^{(3) (6) (7)}	Retail		2,968,747		2,970,879		2,961,325

Core & Main LP (1.7%)*^{(4) (6)}	Building Products	First Lien Senior Secured Term Loan (LIBOR + 3.0%, 5.5% Cash, Due 08/24)	9,924,433		9,968,225		9,890,293
Core & Main LP (1.7%)*^{(4) (6)}	Building Products		9,924,433		9,968,225		9,890,293

Barings BDC, Inc. Unaudited Consolidated Schedule of Investments — (Continued) June 30, 2019

Portfolio Company	Industry	Type of Investment^{(1) (2)}	Principal Amount		Cost		Fair Value
CPG Intermediate LLC (0.4%)*⁽⁶⁾	Specialty Chemicals	First Lien Senior Secured Term Loan (LIBOR + 3.5%, 5.6% Cash, Due 11/24)	$	2,121,536	$	2,123,850	$	2,110,037
CPG Intermediate LLC (0.4%)*⁽⁶⁾	Specialty Chemicals		2,121,536		2,123,850		2,110,037

CPI International Inc. (0.8%)*⁽⁶⁾	Electronic Components	First Lien Senior Secured Term Loan (LIBOR + 3.5%, 5.9% Cash, Due 07/24)	4,771,351		4,778,794		4,734,087
CPI International Inc. (0.8%)*⁽⁶⁾	Electronic Components		4,771,351		4,778,794		4,734,087

Crosby Group (0.5%)*⁽⁵⁾	Industrial Equipment	First Lien Senior Secured Term Loan (LIBOR + 4.75%, 7.1% Cash, Due 06/26)	3,000,000		2,970,000		2,971,260
Crosby Group (0.5%)*⁽⁵⁾	Industrial Equipment		3,000,000		2,970,000		2,971,260

CVS Holdings I, LP (MyEyeDr) (0.3%)*⁽⁶⁾	Health Care Supplies	First Lien Senior Secured Term Loan (LIBOR + 2.75%, 5.2% Cash, Due 02/25)	1,948,780		1,947,730		1,945,526
CVS Holdings I, LP (MyEyeDr) (0.3%)*⁽⁶⁾	Health Care Supplies		1,948,780		1,947,730		1,945,526

Dart Buyer, Inc. (1.2%)*^{(3) (5) (7)}	Aerospace & Defense	First Lien Senior Secured Term Loan (LIBOR + 5.25%, 7.8% Cash, Due 04/25)	7,455,733		7,168,354		7,195,052
Dart Buyer, Inc. (1.2%)*^{(3) (5) (7)}	Aerospace & Defense		7,455,733		7,168,354		7,195,052

Dimora Brands, Inc. (0.5%)*⁽⁶⁾	Building Products	First Lien Senior Secured Term Loan (LIBOR + 3.5%, 5.9% Cash, Due 08/24)	2,941,442		2,944,651		2,856,875
Dimora Brands, Inc. (0.5%)*⁽⁶⁾	Building Products		2,941,442		2,944,651		2,856,875

Distinct Holdings, Inc. (1.3%)*^{(5) (7)}	Systems Software	First Lien Senior Secured Term Loan (LIBOR + 4.75%, 7.1% Cash, Due 12/23)	7,630,970		7,538,761		7,555,010
Distinct Holdings, Inc. (1.3%)*^{(5) (7)}	Systems Software		7,630,970		7,538,761		7,555,010

Dole Food Co. Inc. (2.3%)*^{(4) (6)}	Packaged Foods & Meats	First Lien Senior Secured Term Loan (LIBOR + 2.75%, 5.1% Cash, Due 04/24)	13,739,017		13,745,745		13,399,801
Dole Food Co. Inc. (2.3%)*^{(4) (6)}	Packaged Foods & Meats		13,739,017		13,745,745		13,399,801

Duff & Phelps Corporation (2.2%)*^{(4) (6)}	Research & Consulting Services	First Lien Senior Secured Term Loan (LIBOR + 3.25%, 5.7% Cash, Due 02/25)	13,274,078		13,308,206		12,845,059
Duff & Phelps Corporation (2.2%)*^{(4) (6)}	Research & Consulting Services		13,274,078		13,308,206		12,845,059

Edelman Financial Center, LLC, The (f/k/a Edelman Financial Group, Inc.) (1.8%)*^{(4) (6)}	Investment Banking & Brokerage	First Lien Senior Secured Term Loan (LIBOR + 3.25%, 5.6% Cash, Due 07/25)	10,433,570		10,510,985		10,390,688
	Investment Banking & Brokerage		10,433,570		10,510,985		10,390,688

Endo International PLC (1.3%)*^{(3) (4) (6)}	Pharmaceuticals	First Lien Senior Secured Term Loan (LIBOR + 4.25%, 6.7% Cash, Due 04/24)	7,919,192		7,986,329		7,417,670
Endo International PLC (1.3%)*^{(3) (4) (6)}	Pharmaceuticals		7,919,192		7,986,329		7,417,670

Equian Buyer Corp. (0.6%)*⁽⁶⁾	Health Care Services	First Lien Senior Secured Term Loan (LIBOR + 3.25%, 5.7% Cash, Due 05/24)	3,454,432		3,459,796		3,449,250
Equian Buyer Corp. (0.6%)*⁽⁶⁾	Health Care Services		3,454,432		3,459,796		3,449,250

Exeter Property Group, LLC (2.1%)*^{(5) (7)}	Real Estate	First Lien Senior Secured Term Loan (LIBOR + 4.5%,6.9% Cash, Due 08/24)	12,500,000		12,322,598		12,409,641
Exeter Property Group, LLC (2.1%)*^{(5) (7)}	Real Estate		12,500,000		12,322,598		12,409,641

ExGen Renewables IV, LLC (f/k/a Exelon Corp.) (0.5%)*^{(3) (6)}	Electric Utilities	First Lien Senior Secured Term Loan (LIBOR + 3.0%, 5.5% Cash, Due 11/24)	2,865,257		2,890,666		2,739,902
	Electric Utilities		2,865,257		2,890,666		2,739,902

Eyemart Express (0.6%)*⁽⁶⁾	Retail	First Lien Senior Secured Term Loan (LIBOR + 3.0%, 5.4% Cash, Due 08/24)	3,469,830		3,480,691		3,433,674
Eyemart Express (0.6%)*⁽⁶⁾	Retail		3,469,830		3,480,691		3,433,674

Fieldwood Energy LLC (1.6%)*^{(4) (5) (6)}	Oil & Gas Equipment & Services	First Lien Senior Secured Term Loan (LIBOR + 5.25%, 7.7% Cash, Due 04/22)	10,000,000		10,078,440		9,240,600
Fieldwood Energy LLC (1.6%)*^{(4) (5) (6)}	Oil & Gas Equipment & Services		10,000,000		10,078,440		9,240,600

Filtration Group Corporation (1.9%)*^{(4) (6)}	Industrial Machinery	First Lien Senior Secured Term Loan (LIBOR + 3.0%, 5.4% Cash, Due 03/25)	10,889,724		10,970,741		10,856,620
Filtration Group Corporation (1.9%)*^{(4) (6)}	Industrial Machinery		10,889,724		10,970,741		10,856,620

Flex Acquisition Holdings, Inc. (1.6%)*^{(4) (5) (6)}	Paper Packaging	First Lien Senior Secured Term Loan (LIBOR + 3.25%, 5.7% Cash, Due 06/25)	9,836,288		9,855,204		9,316,342
Flex Acquisition Holdings, Inc. (1.6%)*^{(4) (5) (6)}	Paper Packaging		9,836,288		9,855,204		9,316,342

Barings BDC, Inc. Unaudited Consolidated Schedule of Investments — (Continued) June 30, 2019

Portfolio Company	Industry	Type of Investment^{(1) (2)}	Principal Amount		Cost		Fair Value
GMS Inc. (1.2%)*^{(3) (5) (6)}	Construction & Engineering	First Lien Senior Secured Term Loan (LIBOR + 2.75%, 5.2% Cash, Due 06/25)	$	7,443,609	$	7,405,647	$	7,240,473
GMS Inc. (1.2%)*^{(3) (5) (6)}	Construction & Engineering		7,443,609		7,405,647		7,240,473

Graftech International Ltd. (1.7%)*^{(3) (4) (6)}	Specialty Chemicals	First Lien Senior Secured Term Loan (LIBOR + 3.5%, 5.9% Cash, Due 02/25)	10,113,889		10,193,214		9,911,611
Graftech International Ltd. (1.7%)*^{(3) (4) (6)}	Specialty Chemicals		10,113,889		10,193,214		9,911,611

Gulf Finance, LLC (0.1%)*⁽⁴⁾	Oil & Gas Exploration & Production	First Lien Senior Secured Term Loan (LIBOR + 5.25%, 7.6% Cash, Due 08/23)	1,064,315		910,462		866,970
Gulf Finance, LLC (0.1%)*⁽⁴⁾	Oil & Gas Exploration & Production		1,064,315		910,462		866,970

Harbor Freight Tools USA Inc.(1.0%)*⁽⁶⁾	Specialty Stores	First Lien Senior Secured Term Loan (LIBOR + 2.5%, 4.9% Cash, Due 08/23)	5,994,942		5,940,116		5,829,122
Harbor Freight Tools USA Inc.(1.0%)*⁽⁶⁾	Specialty Stores		5,994,942		5,940,116		5,829,122

Hayward Industries, Inc. (1.4%)*^{(4) (6)}	Leisure Products	First Lien Senior Secured Term Loan (LIBOR + 3.5%, 5.9% Cash, Due 08/24)	8,414,358		8,443,119		8,227,643
Hayward Industries, Inc. (1.4%)*^{(4) (6)}	Leisure Products		8,414,358		8,443,119		8,227,643

Healthline Media, Inc (2.2%)*^{(5) (7)}	Healthcare	First Lien Senior Secured Term Loan (LIBOR + 4.75%, 7.1% Cash, Due 11/24)	12,776,691		12,543,230		12,719,988
Healthline Media, Inc (2.2%)*^{(5) (7)}	Healthcare		12,776,691		12,543,230		12,719,988

Hertz Corporation (The) (1.0%)*^{(3) (6)}	Rental & Leasing Services	First Lien Senior Secured Term Loan (LIBOR + 2.75%, 5.2% Cash, Due 06/23)	5,876,607		5,867,164		5,849,045
Hertz Corporation (The) (1.0%)*^{(3) (6)}	Rental & Leasing Services		5,876,607		5,867,164		5,849,045

Holley Performance Products (Holley Purchaser, Inc.) (3.7%)*^{(5) (7)}	Packaging	First Lien Senior Secured Term Loan (LIBOR + 5.0%, 7.6% Cash, Due 10/25)	22,422,325		22,112,028		21,749,655
	Packaging		22,422,325		22,112,028		21,749,655

Hub International Limited (1.7%)*^{(4) (5) (6)}	Property & Casualty Insurance	First Lien Senior Secured Term Loan (LIBOR + 3.0%, 5.6% Cash, Due 04/25)	10,281,150		10,294,663		10,015,896
Hub International Limited (1.7%)*^{(4) (5) (6)}	Property & Casualty Insurance		10,281,150		10,294,663		10,015,896

Husky Injection Molding Systems Ltd. (1.3%)*^{(3) (4) (6)}	Industrial Machinery	First Lien Senior Secured Term Loan (LIBOR + 3.0%, 5.4% Cash, Due 03/25)	8,005,107		7,743,253		7,633,750
Husky Injection Molding Systems Ltd. (1.3%)*^{(3) (4) (6)}	Industrial Machinery		8,005,107		7,743,253		7,633,750

HW Holdco, LLC (f/k/a Hanley Wood LLC) (1.3%)*^{(5) (7)}	Advertising	First Lien Senior Secured Term Loan (LIBOR + 6.25%, 8.7% Cash, Due 12/24)	7,642,137		7,465,693		7,629,694
HW Holdco, LLC (f/k/a Hanley Wood LLC) (1.3%)*^{(5) (7)}	Advertising		7,642,137		7,465,693		7,629,694

Hyland Software Inc. (1.5%)*^{(4) (6)}	Technology Distributors	First Lien Senior Secured Term Loan (LIBOR + 3.25%, 5.7% Cash, Due 07/24)	8,671,512		8,727,739		8,606,476
Hyland Software Inc. (1.5%)*^{(4) (6)}	Technology Distributors		8,671,512		8,727,739		8,606,476
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Form: 10-Q

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