Form: 10-Q

Quarterly report pursuant to Section 13 or 15(d)

May 5, 2022

Documents



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, 2022
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.
Large accelerated filer
¨
 Accelerated filer
¨
Non-accelerated filer
ý
 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 5, 2022 was 111,072,034.


BARINGS BDC, INC.
TABLE OF CONTENTS
QUARTERLY REPORT ON FORM 10-Q
    Page
PART I – FINANCIAL INFORMATION
Item 1.
Unaudited Consolidated Schedule of Investments as of March 31, 2022
Consolidated Schedule of Investments as of December 31, 2021
Item 2.
Item 3.
Item 4.
PART II – OTHER INFORMATION
Item 1.
Item 1A.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.
2

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.
Barings BDC, Inc.
Consolidated Balance Sheets
(in thousands, except share and per share data)
March 31,
2022		 December 31, 2021
(Unaudited)
Assets:
Investments at fair value:
Non-Control / Non-Affiliate investments (cost of $1,950,064 and $1,494,031 as of March 31, 2022 and December 31, 2021, respectively)
 $ 1,917,558  $ 1,490,113 
Affiliate investments (cost of $336,327 and $267,967 as of March 31, 2022 and December 31, 2021, respectively)
 364,753  288,069 
Control investments (cost of $105,210 and $25,826 as of March 31, 2022 and December 31, 2021, respectively)
 121,114  22,412 
Total investments at fair value 2,403,425  1,800,594 
Cash 106,400  49,987 
Foreign currencies (cost of $47,990 and $34,069 as of March 31, 2022 and December 31, 2021, respectively)
 48,031  34,266 
Interest and fees receivable 43,096  33,645 
Prepaid expenses and other assets 2,662  4,297 
Credit support agreements (cost of $58,000 and $13,600 as of March 31, 2022 and December 31, 2021, respectively)
 59,400  15,400 
Deferred financing fees 4,102  2,985 
Receivable from unsettled transactions 182,294  219,732 
Total assets $ 2,849,410  $ 2,160,906 
Liabilities:
Accounts payable and accrued liabilities $ 10,444  $ 2,341 
Interest payable 10,450  5,704 
Administrative fees payable 973  750 
Base management fees payable 5,872  5,422 
Incentive management fees payable 4,754  4,067 
Derivative liabilities 3,108  1,160 
Payable from unsettled transactions 21,195  26,786 
Borrowings under credit facilities 757,217  655,189 
Notes payable (net of deferred financing fees) 717,841  717,556 
Total liabilities 1,531,854  1,418,975 
Commitments and contingencies (Note 7)
Net Assets:
Common stock, $0.001 par value per share (150,000,000 shares authorized, 111,095,334 and 65,316,085 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively)
 111  65 
Additional paid-in capital 1,597,257  1,027,687 
Total distributable earnings (loss) (279,812) (285,821)
Total net assets 1,317,556  741,931 
Total liabilities and net assets $ 2,849,410  $ 2,160,906 
Net asset value per share $ 11.86  $ 11.36 
See accompanying notes.

3

Barings BDC, Inc.
Unaudited Consolidated Statements of Operations
(in thousands, except share and per share data)
Three Months
Ended
Three Months
Ended
March 31,
2022		 March 31,
2021
Investment income:
Interest income:
Non-Control / Non-Affiliate investments $ 31,624  $ 25,096 
Affiliate investments 172  — 
Control investments 273  107 
Short-term investments —  11 
Total interest income 32,069  25,214 
Dividend income:
Non-Control / Non-Affiliate investments 123  — 
Affiliate investments 7,570  72 
Total dividend income 7,693  72 
Fee and other income:
Non-Control / Non-Affiliate investments 2,223  1,973 
Affiliate investments 13  — 
Control investments (1,039) 160 
Total fee and other income 1,197  2,133 
Payment-in-kind interest income:
Non-Control / Non-Affiliate investments 2,287  3,037 
Affiliate investments 44  136 
Control investments 467  — 
Total payment-in-kind interest income 2,798  3,173 
Interest income from cash —  1 
Total investment income 43,757  30,593 
Operating expenses:
Interest and other financing fees 11,661  7,285 
Base management fee (Note 2) 5,872  3,929 
Incentive management fees (Note 2) 4,754  2,722 
General and administrative expenses (Note 2) 2,455  2,301 
Total operating expenses 24,742  16,237 
Net investment income before taxes 19,015  14,356 
Income taxes, including excise tax expense 6  (18)
Net investment income after taxes 19,009  14,374 
4

Barings BDC, Inc.
Unaudited Consolidated Statements of Operations — (Continued)
(in thousands, except share and per share data)
Three Months
Ended
Three Months
Ended
March 31,
2022		 March 31,
2021
Realized gains (losses) and unrealized appreciation (depreciation) on investments, credit support agreements and foreign currency transactions:
Net realized gains (losses):
Non-Control / Non-Affiliate investments (250) 2,891 
Affiliate investments 101  (77)
Net realized gains (losses) on investments (149) 2,814 
Foreign currency transactions (1,293) (975)
Net realized gains (losses) (1,442) 1,839 
Net unrealized appreciation (depreciation):
Non-Control / Non-Affiliate investments (28,587) 5,357 
Affiliate investments 12,996  2,445 
Control investments 14,644  (3,969)
Net unrealized appreciation (depreciation) on investments (947) 3,833 
Credit support agreements (400) (1,600)
Foreign currency transactions 4,812  4,042 
Net unrealized appreciation 3,465  6,275 
Net realized gains (losses) and unrealized appreciation (depreciation) on investments, credit support agreements and foreign currency transactions 2,023  8,114 
Net increase in net assets resulting from operations $ 21,032  $ 22,488 
Net investment income per share—basic and diluted $ 0.23  $ 0.22 
Net increase in net assets resulting from operations per share—basic and diluted $ 0.25  $ 0.34 
Dividends/distributions per share:
Total dividends/distributions per share $ 0.23  $ 0.19 
Weighted average shares outstanding—basic and diluted 82,656,326  65,316,085 
See accompanying notes.
5

Barings BDC, Inc.
Unaudited Consolidated Statements of Changes in Net Assets
(in thousands, except share amounts)
 
Common Stock Additional
Paid-In
Capital		 Total Distributable Earnings (Loss) Total
Net
Assets
Three Months Ended March 31, 2021
 Number
of Shares		 Par
Value
Balance, December 31, 2020 65,316,085  $ 65  $ 1,027,707  $ (309,968) $ 717,804 
Net investment income —  —  —  14,374  14,374 
Net realized gain on investments / foreign currency transactions —  —  —  1,839  1,839 
Net unrealized appreciation of investments / CSA / foreign currency transactions —  —  —  6,275  6,275 
Dividends / distributions —  —  —  (12,410) (12,410)
Balance, March 31, 2021 65,316,085  $ 65  $ 1,027,707  $ (299,890) $ 727,882 

Common Stock Additional
Paid-In
Capital		 Total Distributable Earnings (Loss) Total
Net
Assets
Three Months Ended March 31, 2022
 Number
of Shares		 Par
Value
Balance, December 31, 2021 65,316,085  $ 65  $ 1,027,687  $ (285,821) $ 741,931 
Net investment income —  —  —  19,009  19,009 
Net realized loss on investments / foreign currency transactions —  —  —  (1,442) (1,442)
Net unrealized appreciation of investments / CSA / foreign currency transactions —  —  —  3,465  3,465 
Dividends / distributions —  —  —  (15,023) (15,023)
Deemed Contribution - CSA (See Note 2) —  44,400  —  44,400 
Deemed contribution - from Adviser (See Note 9) —  27,904  —  27,904 
Public offering of common stock 45,986,926  46  499,372  —  499,418 
Purchases of shares in repurchase plan (207,677) —  (2,106) —  (2,106)
Balance, March 31, 2022 111,095,334  $ 111  $ 1,597,257  $ (279,812) $ 1,317,556 

See accompanying notes.

6

Barings BDC, Inc.
Unaudited Consolidated Statements of Cash Flows 
(in thousands)
Three Months Ended
Three Months Ended
March 31, 2022 March 31, 2021
Cash flows from operating activities:
Net increase in net assets resulting from operations $ 21,032  $ 22,488 
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities:
Purchases of portfolio investments (335,519) (276,456)
Net cash acquired from mergers (cash consideration paid) (See Note 9) 101,896  — 
Transaction costs from mergers (See Note 9) (2,866) — 
Repayments received/sales of portfolio investments 210,493  188,160 
Purchases of short-term investments —  (198,550)
Sales of short-term investments —  190,542 
Loan origination and other fees received 5,314  4,578 
Net realized (gain) loss on investments 149  (2,814)
Net realized loss on foreign currency transactions 1,293  975 
Net unrealized appreciation on investments 947  (3,832)
Net unrealized depreciation of CSA 400  1,600 
Net unrealized appreciation on foreign currency transactions (4,812) (4,042)
Payment-in-kind interest (2,798) (3,174)
Amortization of deferred financing fees 732  344 
Accretion of loan origination and other fees (1,523) (1,481)
Amortization / accretion of purchased loan premium / discount (339) (1,980)
Changes in operating assets and liabilities:
Interest and fees receivables (13,134) (2,935)
Prepaid expenses and other assets (1,881) 1,264 
Accounts payable and accrued liabilities (2,962) (1,668)
Interest payable 4,746  1,869 
Net cash used in operating activities (18,832) (85,112)
Cash flows from financing activities:
Borrowings under credit facilities 107,704  29,824 
Repayments of credit facilities —  (134,083)
Proceeds from notes —  150,000 
Financing fees paid (1,565) (191)
Purchases of shares in repurchase plan (2,106) — 
Cash dividends / distributions paid (15,023) (12,410)
Net cash provided by (used in) financing activities 89,010  33,140 
Net increase (decrease) in cash and foreign currencies 70,178  (51,972)
Cash and foreign currencies, beginning of period 84,253  92,487 
Cash and foreign currencies, end of period $ 154,431  $ 40,515 
Supplemental Information:
Cash paid for interest $ 5,966  $ 4,903 
Supplemental non-cash information
Acquisitions (See Note 9):
Fair value of Sierra net assets acquired, net of cash $ (435,811) $ — 
Transaction Costs 7,520  — 
Common stock issued in acquisition of Sierra net assets 499,418  — 
Credit support agreement (See Note 2) (44,400) — 
Deemed contribution -from Adviser 27,904  — 
Deemed contributions - CSA 44,400  — 
See accompanying notes.
7
Barings BDC, Inc.
Unaudited Consolidated Schedule of Investments
March 31, 2022
(Amounts in thousands, except share amounts)

Portfolio Company(6)
Industry
Type of Investment(1) (2)
Principal
Amount		 Cost Fair
Value
Non–Control / Non–Affiliate Investments:
1WorldSync, Inc. (1.2%)*(7) (8) (10)
IT Consulting & Other Services First Lien Senior Secured Term Loan (LIBOR + 6.25%, 7.3% Cash, Acquired 07/19, Due 07/25) $ 16,474  $ 16,240  $ 16,445 
16,474  16,240  16,445 
Accelerant Holdings (0.4%)*(7)
Banking, Finance, Insurance & Real Estate Class A Convertible Preferred Equity (5,000 shares, Acquired 01/22) 5,000  5,103 
5,000  5,103 
Accelerate Learning, Inc.
(0.6%)*(7) (8) (10)
Education Services First Lien Senior Secured Term Loan (LIBOR + 5.0%, 6.0% Cash, Acquired 12/18, Due 12/24) 7,568  7,492  7,442 
7,568  7,492  7,442 
Acclime Holdings HK Limited
(0.1%)*(3) (7) (8) (11)
Business Services First Lien Senior Secured Term Loan (LIBOR + 6.5%, 7.0% Cash, Acquired 08/21, Due 07/27) 1,211  1,142  1,153 
1,211  1,142  1,153 
Accurus Aerospace Corporation (1.9%)*(7) (8) (11)
Aerospace & Defense First Lien Senior Secured Term Loan (LIBOR + 4.5%, 5.5% Cash, 1.50% PIK, Acquired 10/18, Due 10/24) 24,874  24,699  24,563 
24,874  24,699  24,563 
Acogroup (1.7%)*(3) (7) (8) (16)
Business Services First Lien Senior Secured Term Loan (EURIBOR + 6.25%, 6.3% Cash, Acquired 03/22, Due 10/26) 23,622  22,760  23,031 
23,622  22,760  23,031 
ADB Safegate (0.4%)*(3) (8) (10)
Aerospace & Defense Second Lien Senior Secured Term Loan (LIBOR + 7.75%, 8.8% Cash, Acquired 08/21, Due 10/25) 5,500  5,113  5,118 
5,500  5,113  5,118 
Advantage Software Company (The), LLC (0.1%)*(7)
Advertising, Printing & Publishing Class A1 Partnership Units (8,717.76 units, Acquired 12/21) 280  902 
Class A2 Partnership Units (2,248.46 units, Acquired 12/21) 72  233 
Class B1 Partnership Units (8,717.76 units, Acquired 12/21) 9  6 
Class B2 Partnership Units (2,248.46 units, Acquired 12/21) 2  2 
363  1,143 
Aftermath Bidco Corporation (0.7%)* (7) (8) (10)
Professional Services First Lien Senior Secured Term Loan (LIBOR + 5.0%, 6.0% Cash, Acquired 04/19, Due 04/25) 9,425  9,307  9,227 
9,425  9,307  9,227 
Air Canada 2020-2 Class B Pass Through Trust (0.5%)* Airlines Structured Secured Note - Class B (9.0% Cash, Acquired 09/20, Due 10/25) 6,170  6,170  6,586 
6,170  6,170  6,586 
Air Comm Corporation, LLC (0.9%)* (7) (8) (10)
Aerospace & Defense First Lien Senior Secured Term Loan (LIBOR + 5.5%, 6.3% Cash, Acquired 06/21, Due 07/27) 11,539  11,299  11,319 
11,539  11,299  11,319 
AIT Worldwide Logistics Holdings, Inc. (0.5%)*(7)
Transportation Services
Second Lien Senior Secured Term Loan (LIBOR + 7.75%, 8.5% Cash, Acquired 04/21, Due 04/29)(8) (10)
6,460  6,328  6,320 
 Partnership Units (348.68 units, Acquired 04/21) 349  686 
6,460  6,677  7,006 
Alpine SG, LLC (2.0%)*(7) (8) (9) (31)
High Tech Industries First Lien Senior Secured Term Loan (LIBOR + 5.5%, 6.5% Cash, Acquired 02/22, Due 11/27) 26,957  26,418  26,418 
26,957  26,418  26,418 
Alpine US Bidco LLC (2.4%)*(7) (8) (9)
Agricultural Products Second Lien Senior Secured Term Loan (LIBOR + 9.0%, 9.8% Cash, Acquired 05/21, Due 05/29) 18,157  17,654  17,612 
18,157  17,654  17,612 
AMMC CLO 22, Limited Series 2018-22A (0.3%)*(3) (31)
Multi-Sector Holdings
Subordinated Structured Notes (Residual Interest, current yield 12.61%, Acquired 02/22, Due 04/31)
 7,222  4,690  4,267 
7,222  4,690  4,267 
AMMC CLO 23, Ltd. Series 2020-23A (0.1%)*(3) (31)
Multi-Sector Holdings
Subordinated Structured Notes (Residual Interest, current yield 12.35%, Acquired 02/22, Due 10/30)
 2,000  1,948  1,781 
2,000  1,948  1,781 
8
Barings BDC, Inc.
Unaudited Consolidated Schedule of Investments — (Continued)
March 31, 2022
(Amounts in thousands, except share amounts)
Portfolio Company(6)
Industry
Type of Investment(1) (2)
Principal
Amount		 Cost Fair
Value
Amtech LLC (0.2%)*(7) (8)
Technology
First Lien Senior Secured Term Loan (LIBOR + 5.5%, 6.3% Cash, Acquired 11/21, Due 11/27)(9)
$ 2,291  $ 2,210  $ 2,225 
Revolver (LIBOR + 5.5%, 6.3% Cash, Acquired 11/21, Due 11/27)(10)
—  (13) (12)
2,291  2,197  2,213 
Anagram Holdings, LLC (1.2%)*(3)
Chemicals, Plastics, & Rubber First Lien Senior Secured Note (10.0% Cash, 5.0% PIK, Acquired 08/20, Due 08/25) 14,755  13,866  15,714 
14,755  13,866  15,714 
AnalytiChem Holding Gmbh (0.2%)*(3) (7) (8) (16)
Chemicals First Lien Senior Secured Term Loan (EURIBOR + 6.25%, 6.3% Cash, Acquired 11/21, Due 12/28) 2,740  2,589  2,551 
2,740  2,589  2,551 
Anju Software, Inc. (1.0%)*(7) (8) (9)
Application Software First Lien Senior Secured Term Loan (LIBOR + 6.25%, 6.3% Cash, Acquired 02/19, Due 02/25) 13,528  13,368  12,865 
13,528  13,368  12,865 
AP Aristotle Holdings, LLC (0.1)*(7)
Oil Field Services Subordinated Term Loan (19.8% Cash, Acquired 12/21, Due 06/25) 1,588  1,594  1,592 
1,588  1,594  1,592 
Apex Bidco Limited (0.2%)*(3) (7)
Business Equipment & Services
First Lien Senior Secured Term Loan (GBP LIBOR + 6.25%, 6.8% Cash, Acquired 01/20, Due 01/27)(8) (13)
1,919  1,871  1,919 
Subordinated Senior Unsecured Term Loan (8.0% PIK, Acquired 01/20, Due 07/27) 275  270  275 
2,194  2,141  2,194 
Apidos CLO XXIV, Series 2016-24A (0.5%)*(3) (31)
Multi-Sector Holdings
Subordinated Structured Notes (Residual Interest, current yield 19.24%, Acquired 02/22, Due 10/30)
 18,358  7,557  6,946 
18,358  7,557  6,946 
Aptus 1829. GmbH (0.4%)*(3) (7)
Chemicals, Plastics, & Rubber
First Lien Senior Secured Term Loan (EURIBOR + 6.5%, 6.5% Cash, Acquired 09/21, Due 09/27)(8) (16)
5,301  5,455  5,190 
Preferred Stock (13 shares, Acquired 09/21) 120  111 
Common Stock (48 shares, Acquired 09/21) 12  11 
5,301  5,587  5,312 
Apus Bidco Limited (0.3%)*(3) (7) (8) (22)
Banking, Finance, Insurance & Real Estate First Lien Senior Secured Term Loan (SONIA + 5.5%, 5.5% Cash, Acquired 02/21, Due 03/28) 3,793  3,877  3,725 
3,793  3,877  3,725 
AQA Acquisition Holding, Inc. (1.5%)*(7) (8) (10)
High Tech Industries Second Lien Senior Secured Term Loan (LIBOR + 7.5%, 8.0% Cash, Acquired 03/21, Due 03/29) 20,000  19,523  19,647 
20,000  19,523  19,647 
Aquavista Watersides 2 LTD (0.5%)*(3) (7) (8) (22)
Transportation Services First Lien Senior Secured Term Loan (SONIA + 6.0%, 6.1% Cash, Acquired 12/21, Due 12/28) 5,873  5,709  5,661 
Revolver (SONIA + 6.0%, 6.1% Cash, Acquired 12/21, Due 12/22) —  (3) (4)
Second Lien Senior Secured Term Loan (SONIA + 10.5% PIK, Acquired 12/21, Due 12/28) 1,468  1,447  1,436 
7,341  7,153  7,093 
Arch Global Precision LLC (0.7%)*(7) (8) (10)
Industrial Machinery First Lien Senior Secured Term Loan (LIBOR + 4.75%, 4.8% Cash, Acquired 04/19, Due 04/26) 9,248  9,244  9,155 
9,248  9,244  9,155 
Archimede (0.6%)*(3) (7) (8) (16)
Consumer Services First Lien Senior Secured Term Loan (EURIBOR + 6.0%, 6.0% Cash, Acquired 10/20, Due 10/27) 8,234  8,767  8,094 
8,234  8,767  8,094 
Argus Bidco Limited (0.2%)*(3) (7) (8)
High Tech Industries
First Lien Senior Secured Term Loan (SONIA + 5.5%, 5.8% Cash, Acquired 12/20, Due 12/27)(21)
2,607  2,562  2,597 
First Lien Senior Secured Term Loan (LIBOR + 5.5%, 5.8% Cash, Acquired 05/21, Due 12/27)(10)
672  654  669 
3,279  3,216  3,266 
Armstrong Transport Group (Pele Buyer, LLC ) (0.3%)*(7) (8) (10)
Air Freight & Logistics First Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.8% Cash, Acquired 06/19, Due 06/24) 4,015  3,962  3,948 
4,015  3,962  3,948 
Arrow International, Inc. (1.1%)*(7) (8) (10) (31)
Hotel, Gaming & Leisure First Lien Senior Secured Term Loan (LIBOR + 7.25%, 8.5% Cash, Acquired 02/22, Due 12/25) 15,000  15,000  15,000 
15,000  15,000  15,000 
9
Barings BDC, Inc.
Unaudited Consolidated Schedule of Investments — (Continued)
March 31, 2022
(Amounts in thousands, except share amounts)
Portfolio Company(6)
Industry
Type of Investment(1) (2)
Principal
Amount		 Cost Fair
Value
ASPEQ Heating Group LLC (0.6%)*(7) (8) (9)
Building Products, Air & Heating First Lien Senior Secured Term Loan (LIBOR + 5.25%, 6.3% Cash, Acquired 11/19, Due 11/25) $ 8,435  $ 8,353  $ 8,435 
8,435  8,353  8,435 
Astra Bidco Limited (0.2%)*(3) (7) (8) (21)
Healthcare First Lien Senior Secured Term Loan (SONIA + 5.75%, 5.8% Cash, Acquired 11/21, Due 11/28) 2,148  2,089  2,068 
2,148  2,089  2,068 
Auxi International (0.2%)*(3) (7) (8)
Commercial Finance
First Lien Senior Secured Term Loan (EURIBOR + 5.75%, 5.8% Cash, Acquired 12/19, Due 12/26)(17)
1,558  1,522  1,418 
First Lien Senior Secured Term Loan (SONIA + 6.25%, 6.3% Cash, Acquired 04/21, Due 12/26)(22)
882  898  803 
2,440  2,420  2,221 
Avance Clinical Bidco Pty Ltd (0.2%)*(3) (7) (8) (24)
Healthcare First Lien Senior Secured Term Loan (BBSY + 5.5%, 6.0% Cash, Acquired 11/21, Due 11/27) 2,651  2,395  2,543 
2,651  2,395  2,543 
Aviation Technical Services, Inc.(1.9%)*(7) (8) (9) (31)
Aerospace & Defense Second Lien Senior Secured Term Loan (LIBOR + 2.0%, 2.2% Cash, 6.5% PIK, Acquired 02/22, Due 03/25) 27,042  25,699  25,690 
27,042  25,699  25,690 
AVSC Holding Corp. (0.9%)* Advertising
First Lien Senior Secured Term Loan (LIBOR + 3.25%, 4.3% Cash, 0.25% PIK, Acquired 08/18, Due 03/25)(8) (10)
4,857  4,430  4,570 
First Lien Senior Secured Term Loan (LIBOR + 4.5%, 5.5% Cash, 1.0% PIK, Acquired 08/18, Due 10/26)(8) (10)
748  695  711 
First Lien Senior Secured Term Loan (5.0% Cash, 10.0% PIK, Acquired 11/20, Due 10/26) 5,651  5,542  6,518 
11,256  10,667  11,799 
Azalea Buyer, Inc. (0.4%)*(7)
Technology
First Lien Senior Secured Term Loan (LIBOR + 5.25%, 6.3% Cash, Acquired 11/21, Due 11/27)(8) (10)
4,606  4,500  4,507 
Revolver (LIBOR + 5.25%, 6.3% Cash, Acquired 11/21, Due 11/27)(8) (10)
—  (9) (9)
Subordinated Term Loan (12.0% PIK, Acquired 11/21, Due 05/28) 1,260  1,235  1,237 
Common Stock (192,307.7 shares, Acquired 11/21) 192  192 
5,866  5,918  5,927 
Bariacum S.A. (0.5%)*(3) (7) (8) (16)
Consumer Products First Lien Senior Secured Term Loan (EURIBOR + 5.5%, 5.5% Cash, Acquired 11/21, Due 11/28) 6,342  6,243  6,139 
6,342  6,243  6,139 
BDP International, Inc. (f/k/a BDP Buyer, LLC) (2.0%)*(7) (8) (9)
Air Freight & Logistics First Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.8% Cash, Acquired 12/18, Due 12/24) 14,812  14,621  14,812 
14,812  14,621  14,812 
Benify (Bennevis AB)
(0.1%)*(3) (7) (8) (26)
High Tech Industries First Lien Senior Secured Term Loan (STIBOR + 5.25%, 5.3% Cash, Acquired 07/19, Due 07/26) 1,249  1,223  1,249 
1,249  1,223  1,249 
Beyond Risk Management, Inc.
(0.2%)*(7) (8) (10)
Other Financial First Lien Senior Secured Term Loan (LIBOR + 4.5%, 5.3% Cash, Acquired 10/21, Due 10/27) 2,427  2,345  2,343 
2,427  2,345  2,343 
Bidwax (0.6%)*(3) (7) (8) (16)
Non-durable Consumer Goods First Lien Senior Secured Term Loan (EURIBOR + 6.5%, 6.5% Cash, Acquired 02/21, Due 02/28) 7,789  8,069  7,603 
7,789  8,069  7,603 
BigHand UK Bidco Limited (0.3%)*(3) (7) (8) (21)
High Tech Industries First Lien Senior Secured Term Loan (SONIA + 5.5%, 5.5% Cash, Acquired 01/21, Due 01/28) 3,416  3,360  3,313 
3,416  3,360  3,313 
Bounteous, Inc. (0.1%)*(7) (8) (10)
Technology First Lien Senior Secured Term Loan (LIBOR + 5.0%, 6.0% Cash, Acquired 08/21, Due 08/27) 1,905  1,817  1,823 
1,905  1,817  1,823 
Brightline Trains Florida LLC (0.4%)*(7)
Transportation Senior Secured Note (8.0% Cash, Acquired 08/21, Due 01/28) 5,000  5,000  4,825 
5,000  5,000  4,825 
Brightpay Limited (0.2%)*(3) (7) (8) (16)
Technology First Lien Senior Secured Term Loan (EURIBOR + 5.25%, 5.3% Cash, Acquired 10/21, Due 10/28) 2,058  2,078  2,012 
2,058  2,078  2,012 
10
Barings BDC, Inc.
Unaudited Consolidated Schedule of Investments — (Continued)
March 31, 2022
(Amounts in thousands, except share amounts)
Portfolio Company(6)
Industry
Type of Investment(1) (2)
Principal
Amount		 Cost Fair
Value
BrightSign LLC (0.6%)*(7)
Media & Entertainment
First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.8% Cash, Acquired 10/21, Due 10/27)(8) (10)
$ 6,779  $ 6,707  $ 6,664 
Revolver (LIBOR + 5.75%, 6.8% Cash, Acquired 10/21, Due 10/27)(8) (10)
—  (12) (23)
LLC units (1,107,492.71 units, Acquired 10/21) 1,107  1,107 
6,779  7,802  7,748 
British Airways 2020-1 Class B Pass Through Trust (0.1%)* Airlines Structured Secured Note - Class B (8.4% Cash, Acquired 11/20, Due 11/28) 783  783  862 
783  783  862 
British Engineering Services Holdco Limited (1.1%)*(3) (7) (8) (22)
Commercial Services & Supplies First Lien Senior Secured Term Loan (SONIA + 7.03%, 7.0% Cash, Acquired 12/20, Due 12/27) 15,097  15,094  14,689 
15,097  15,094  14,689 
Brook & Whittle Holding Corp.(0.1%)* (7) (8) (10) (31)
Containers, Packaging & Supplies First Lien Senior Secured Term Loan (LIBOR + 4.0%, 4.5% Cash, Acquired 02/22, Due 12/28) 1,994  1,974  1,944 
1,994  1,974  1,944 
Brown Machine Group Holdings, LLC (0.5%)*(7) (8) (10)
Industrial Equipment First Lien Senior Secured Term Loan (LIBOR + 5.25%, 6.3% Cash, Acquired 10/18, Due 10/24) 6,281  6,240  6,281 
6,281  6,240  6,281 
Cadent, LLC (f/k/a Cross MediaWorks) (0.5%)*(7) (8) (9)
Media & Entertainment First Lien Senior Secured Term Loan (LIBOR + 5.0%, 6.0% Cash, Acquired 09/18, Due 09/23) 6,913  6,892  6,913 
6,913  6,892  6,913 
CAi Software, LLC (0.7%)*(7) (8) (10)
Technology First Lien Senior Secured Term Loan (LIBOR + 6.25%, 7.3% Cash, Acquired 12/21, Due 12/28) 9,057  8,882  8,894 
Revolver (LIBOR + 6.25%, 7.3% Cash, Acquired 12/21, Due 12/28) —  (18) (17)
9,057  8,864  8,877 
Canadian Orthodontic Partners Corp.(0.1%)*(3) (7) (8) (25)
Healthcare First Lien Senior Secured Term Loan (CDOR + 6.5%, 7.5% Cash, Acquired 06/21, Due 03/26) 1,703  1,741  1,666 
1,703  1,741  1,666 
Cardenas Markets, LLC (0.1%)*(7) (8) (10) (31)
Retail First Lien Senior Secured Term Loan (LIBOR + 6.25%, 7.3% Cash, Acquired 02/22, Due 06/27) 1,990  1,985  1,950 
1,990  1,985  1,950 
Carlson Travel, Inc (0.7%)* Business Travel Management First Lien Senior Secured Note (8.5% Cash, Acquired 11/21, Due 11/26) 6,050  5,670  5,959 
Common Stock (94,155 shares, Acquired 11/21) 1,655  2,787 
6,050  7,325  8,746 
Centralis Finco S.a.r.l. (0.1%)*(3) (7) (8) (16)
Diversified Financial Services First Lien Senior Secured Term Loan (EURIBOR + 5.25%, 5.3% Cash, Acquired 05/20, Due 05/27) 789  740  789 
789  740  789 
Ceres Pharma NV (0.1%)*(3) (7) (8) (17)
Pharmaceuticals First Lien Senior Secured Term Loan (EURIBOR + 5.5%, 5.5% Cash, Acquired 10/21, Due 10/28) 1,342  1,285  1,254 
1,342  1,285  1,254 
CGI Parent, LLC (1.4%)*(7)
Business Equipment & Services
First Lien Senior Secured Term Loan (LIBOR + 5.5%, 6.5% Cash, Acquired 02/22, Due 02/28)(8) (10)
17,796  17,446  17,440 
Revolver (LIBOR + 5.5%, 6.5% Cash, Acquired 02/22, Due 02/28)(8) (10)
441  408  408 
Preferred Stock (551 shares, Acquired 02/22) 551  551 
18,237  18,405  18,399 
Cineworld Group PLC (0.2%)*(3)
Leisure Products Super Senior Secured Term Loan (7.0% Cash, 8.3% PIK, Acquired 11/20, Due 05/24) 1,824  1,640  2,152 
Super Senior Secured Term Loan (LIBOR + 8.25% Cash, 9.3% Cash, Acquired 07/21, Due 02/25)(8) (11)
994  964  1,056 
Warrants (553,375 units, Acquired 12/20) 102  84 
2,818  2,706  3,292 
Classic Collision (Summit Buyer, LLC) (0.5%)*(7) (8) (10)
Auto Collision Repair Centers First Lien Senior Secured Term Loan (LIBOR + 5.0%, 6.0% Cash, Acquired 01/20, Due 01/26) 6,640  6,528  6,526 
6,640  6,528  6,526 
CM Acquisitions Holdings Inc. (1.4%)*(7) (8) (19)
Internet & Direct Marketing First Lien Senior Secured Term Loan (SOFR + 4.75%, 5.8% Cash, Acquired 05/19, Due 05/25) 19,106  18,911  18,819 
19,106  18,911  18,819 
11
Barings BDC, Inc.
Unaudited Consolidated Schedule of Investments — (Continued)
March 31, 2022
(Amounts in thousands, except share amounts)
Portfolio Company(6)
Industry
Type of Investment(1) (2)
Principal
Amount		 Cost Fair
Value
CMT Opco Holding, LLC (Concept Machine) (0.3%)*(7) (8)
Distributors
First Lien Senior Secured Term Loan (LIBOR + 5.0%, 6.0% Cash, Acquired 01/20, Due 01/25)(10)
$ 4,144  $ 4,094  $ 3,894 
LLC Units (8,782 units, Acquired 01/20) 352  72 
4,144  4,446  3,966 
Coastal Marina Holdings, LLC (1.4%)*(7)
Other Financial Subordinated Term Loan (10.0% PIK, Acquired 11/21, Due 11/31) 4,901  4,472  4,447 
Subordinated Term Loan (8.0% Cash, Acquired 11/21, Due 11/31) 13,044  11,873  11,830 
LLC Units (547,591 units, Acquired 11/21) 1,643  2,177 
17,945  17,988  18,454 
Cobham Slip Rings SAS (0.1%)*(3) (7) (8) (10)
Diversified Manufacturing First Lien Senior Secured Term Loan (LIBOR + 6.25%, 7.3% Cash, Acquired 11/21, Due 11/28) 1,303  1,273  1,276 
1,303  1,273  1,276 
Command Alkon (Project Potter Buyer, LLC) (1.0%)*(7)
Software
First Lien Senior Secured Term Loan (LIBOR + 8.25%, 9.3% Cash, Acquired 04/20, Due 04/27)(8) (9)
13,708  13,265  13,602 
Class A Units (90.384 units, Acquired 04/20) 90  101 
Class B Units (33,324.69 units, Acquired 04/20) —  199 
13,708  13,355  13,902 
Contabo Finco S.À R.L (0.4%)*(3) (7) (8) (16)
Internet Software & Services First Lien Senior Secured Term Loan (EURIBOR 5.25%, 5.3% Cash, Acquired 11/21, Due 10/26) 5,821  5,768  5,733 
5,821  5,768  5,733 
Core Scientific, Inc. (1.5%)*(3) (7)
Technology First Lien Senior Secured Term Loan (9.8% Cash, Acquired 03/22, Due 03/25) 20,000  20,200  20,000 
20,000  20,200  20,000 
Coyo Uprising GmbH (0.4%)*(3) (7)
Technology
First Lien Senior Secured Term Loan (EURIBOR + 6.5%, 6.5% Cash, 3.5% PIK, Acquired 09/21, Due 09/28)(8) (16)
4,043  4,137  3,932 
Class A Units (440.0 units, Acquired 09/21) 205  199 
Class B Units (191.0 units, Acquired 09/21) 446  523 
4,043  4,788  4,654 
CPI International, Inc. (0.6%)*(7) (8) (10) (31)
Aerospace & Defense Second Lien Senior Secured Term Loan (LIBOR + 7.25%, 8.3% Cash, Acquired 02/22, Due 07/25) 8,575  7,975  7,975 
8,575  7,975  7,975 
Crash Champions (0.9%)*(7) (8) (10)
Automotive First Lien Senior Secured Term Loan (LIBOR + 5.0%, 6.0% Cash, Acquired 05/21, Due 08/25) 11,609  11,262  11,129 
11,609  11,262  11,129 
CSL DualCom (0.1%)*(3) (7) (8) (14)
Tele-communications First Lien Senior Secured Term Loan (GBP LIBOR + 5.5%, 5.5% Cash, Acquired 09/20, Due 09/27) 1,304  1,205  1,270 
1,304  1,205  1,270 
CT Technologies Intermediate Holdings, Inc. (0.4%)*(8) (9) (31)
Healthcare First Lien Senior Secured Term Loan (LIBOR + 4.25%, 5.0% Cash, Acquired 02/22, Due 12/25) 4,975  4,968  4,924 
4,975  4,968  4,924 
Custom Alloy Corporation (2.2%)*(7) (29)
Manufacturer of Pipe Fittings & Forgings
Second Lien Loan (15.0% PIK, Acquired 12/20, Due 04/22)(28)
52,244  42,162  26,122 
Revolver (15.0% PIK, Acquired 12/20, Due 04/22)(28)
4,940  4,222  2,470 
57,184  46,384  28,592 
CVL 3 (0.3%)*(3) (7) (8)
Capital Equipment
First Lien Senior Secured Term Loan (EURIBOR + 5.5%, 5.5% Cash, Acquired 12/21, Due 12/28)(16)
1,947  1,928  1,903 
First Lien Senior Secured Term Loan (SOFR + 5.5%, 5.5% Cash, Acquired 12/21, Due 12/28)(19)
1,142  1,115  1,116 
6-Month Bridge Term Loan (EURIBOR + 5.5%, 5.5% Cash, Acquired 12/21, Due 06/22)(16)
779  787  771 
3,868  3,830  3,790 
CW Group Holdings, LLC (0.2%)*(7)
High Tech Industries
First Lien Senior Secured Term Loan (LIBOR + 6.0%, 7.0% Cash, Acquired 01/21, Due 01/27)(8) (10)
2,810  2,758  2,659 
LLC Units (161,290.32 units, Acquired 01/21) 161  99 
2,810  2,919  2,758 
12
Barings BDC, Inc.
Unaudited Consolidated Schedule of Investments — (Continued)
March 31, 2022
(Amounts in thousands, except share amounts)
Portfolio Company(6)
Industry
Type of Investment(1) (2)
Principal
Amount		 Cost Fair
Value
Dart Buyer, Inc. (1.0%)*(7) (8) (10)
Aerospace & Defense First Lien Senior Secured Term Loan (LIBOR + 5.25%, 6.3% Cash, Acquired 04/19, Due 04/25) $ 13,438  $ 13,280  $ 13,438 
13,438  13,280  13,438 
DataOnline Corp. (1.3%)*(7) (8) (10) (31)
High Tech Industries First Lien Senior Secured Term Loan (LIBOR + 6.25%, 7.3% Cash, Acquired 02/22, Due 11/25) 14,700  14,700  14,700 
Revolver (LIBOR + 6.25%, 7.3% Cash, Acquired 02/22, Due 11/25) 2,143  2,143  2,143 
16,843  16,843  16,843 
DecksDirect, LLC (0.1%)*(7)
Building Materials
First Lien Senior Secured Term Loan (LIBOR + 6.0%, 7.0% Cash, Acquired 12/21, Due 12/26)(8) (9)
727  713  714 
Revolver (LIBOR + 6.0%, 7.0% Cash, Acquired 12/21, Due 12/26)(8) (10)
160  156  156 
LLC Units (1,280.8 units, Acquired 12/21) 55  55 
887  924  925 
Discovery Education, Inc. (0.9%)*(7) (8) (10)
Publishing First Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.8% Cash, Acquired 10/20, Due 10/26) 11,785  11,622  11,785 
11,785  11,622  11,785 
Distinct Holdings, Inc. (0.5%)*(7) (8) (9)
Systems Software First Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.8% Cash, Acquired 04/19, Due 12/23) 6,880  6,845  6,687 
6,880  6,845  6,687 
Dragon Bidco (0.8%)*(3) (7) (8) (17)
Technology First Lien Senior Secured Term Loan (EURIBOR + 6.75%, 6.8% Cash, Acquired 04/21, Due 04/28) 11,127  10,883  10,848 
11,127  10,883  10,848 
DreamStart Bidco SAS (d/b/a SmartTrade) (0.2%)*(3) (7) (8) (17)
Diversified Financial Services First Lien Senior Secured Term Loan (EURIBOR + 6.0%, 6.0% Cash, Acquired 03/20, Due 03/27) 2,366  2,297  2,341 
2,366  2,297  2,341 
Dryden 43 Senior Loan Fund, Series 2016-43A (0.2%)*(3) (31)
Multi-Sector Holdings
Subordinated Structured Notes (Residual Interest, current yield 10.8%, Acquired 02/22, Due 04/34)
 3,620  2,454  2,296 
3,620  2,454  2,296 
Dryden 49 Senior Loan Fund, Series 2017-49A (0.6%)*(3) (31)
Multi-Sector Holdings
Subordinated Structured Notes (Residual Interest, current yield 14.7%, Acquired 02/22, Due 07/30)
 17,233  7,934  7,548 
17,233  7,934  7,548 
Dune Group (0.1%)*(3) (7) (8)
Health Care Equipment
First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.0% Cash, Acquired 09/21, Due 09/28)(10)
1,230  1,210  1,212 
First Lien Senior Secured Term Loan (EURIBOR + 5.75%, 5.8% Cash, Acquired 09/21, Due 09/28)(16)
129  107  112 
1,359  1,317  1,324 
Dwyer Instruments, Inc. (0.3%)*(7) (8) (10)
Electric
 First Lien Senior Secured Term Loan (LIBOR + 5.5%, 6.3% Cash, Acquired 07/21, Due 07/27) 4,551  4,460  4,471 
4,551  4,460  4,471 
Echo Global Logistics, Inc. (1.1%)*(7)
Air Transportation
Second Lien Senior Secured Term Loan (LIBOR + 7.25%, 7.8% Cash, Acquired 11/21, Due 11/29)(8) (9)
14,469  14,224  14,246 
Partnership Equity (530.92 units, Acquired 11/21) 531  531 
14,469  14,755  14,777 
Ellkay, LLC (0.4%)*(7) (8) (10)
Healthcare & Pharmaceuticals First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.8% Cash, Acquired 09/21, Due 09/27) 4,975  4,883  4,894 
4,975  4,883  4,894 
EMI Porta Holdco LLC (0.8%)*(7) (8) (10)
Diversified Manufacturing First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.5% Cash, Acquired 12/21, Due 12/27) 10,822  10,401  10,430 
Revolver (LIBOR + 5.75%, 6.5% Cash, Acquired 12/21, Due 12/27) 605  549  552 
11,427  10,950  10,982 
Entact Environmental Services, Inc. (0.4%)*(7) (8) (10)
Environmental Industries First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.8% Cash, Acquired 02/21, Due 12/25) 5,690  5,645  5,554 
5,690  5,645  5,554 
Envision Healthcare Corporation (0.0%)*(8) (9) (31)
Healthcare & Pharmaceuticals First Lien Senior Secured Term Loan (LIBOR + 3.75%, 4.2% Cash, Acquired 02/22, Due 10/25) 48  37  32 
48  37  32 
13
Barings BDC, Inc.
Unaudited Consolidated Schedule of Investments — (Continued)
March 31, 2022
(Amounts in thousands, except share amounts)
Portfolio Company(6)
Industry
Type of Investment(1) (2)
Principal
Amount		 Cost Fair
Value
EPS NASS Parent, Inc. (0.4%)*(7) (8) (10)
Electrical Components & Equipment First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.8% Cash, Acquired 04/21, Due 04/28) $ 5,798  $ 5,685  $ 5,711 
5,798  5,685  5,711 
eShipping, LLC (0.3%)*(7) (8)
Transportation Services
First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.8% Cash, Acquired 11/21, Due 11/27)(9)
3,854  3,744  3,759 
Revolver (LIBOR + 5.75%, 6.8% Cash, Acquired 11/21, Due 11/27)(10)
663  635  637 
4,517  4,379  4,396 
Events Software BidCo Pty Ltd (0.1%)*(3) (7) (8) (24)
Technology First Lien Senior Secured Term Loan (BBSY + 5.5%, 5.5% Cash, Acquired 03/22, Due 03/28) 1,924  1,850  1,852 
1,924  1,850  1,852 
F24 (Stairway BidCo Gmbh) (0.1%)*(3) (7) (8) (16)
Software Services First Lien Senior Secured Term Loan (EURIBOR + 6.25%, 6.3% Cash, Acquired 08/20, Due 08/27) 1,586  1,651  1,586 
1,586  1,651  1,586 
Ferrellgas L.P. (0.2%)*(3) (7)
Oil & Gas Equipment & Services OpCo Preferred Units (2,886 units, Acquired 03/21) 2,799  3,030 
2,799  3,030 
Fineline Technologies, Inc. (0.1%)*(7) (8) (10)
Consumer Services First Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.8% Cash, Acquired 02/21, Due 02/28) 1,302  1,281  1,302 
1,302  1,281  1,302 
Finexvet (0.1%)*(3) (7) (8) (16)
Consumer Cyclical
 First Lien Senior Secured Term Loan (EURIBOR + 5.5%, 5.5% Cash, Acquired 03/22, Due 03/29) 1,536  1,458  1,467 
1,536  1,458  1,467 
FinThrive Software Intermediate Holdings Inc. (0.5%)* Business Equipment & Services Preferred Stock (6,582.7 shares, Acquired 03/22) 7,263  7,263 
7,263  7,263 
FitzMark Buyer, LLC (0.3%)*(7) (8) (10)
Cargo & Transportation First Lien Senior Secured Term Loan (LIBOR + 4.5%, 5.5% Cash, Acquired 12/20, Due 12/26) 4,259  4,189  4,173 
4,259  4,189  4,173 
Flexential Issuer, LLC (1.1%)* Information Technology Structured Secured Note - Class C (6.9% Cash, Acquired 11/21, Due 11/51) 16,000  14,822  15,040 
16,000  14,822  15,040 
FragilePak LLC (0.4%)*(7)
Transportation Services
First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.8% Cash, Acquired 05/21, Due 05/27)(8) (10)
4,685  4,515  4,298 
Partnership Units (937.5 units, Acquired 05/21) 938  808 
4,685  5,453  5,106 
Front Line Power Construction LLC (0.3%)* Construction Machinery
First Lien Senior Secured Term Loan (LIBOR + 12.5%, 13.5% Cash, Acquired 11/21, Due 11/28)(7) (8) (10)
4,000  3,876  3,880 
Common Stock (50,848 shares, Acquired 11/21) 130  94 
4,000  4,006  3,974 
FSS Buyer LLC (0.5%)*(7)
Technology
First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.5% Cash, Acquired 08/21, Due 08/28)(8) (10)
6,895  6,762  6,784 
LP Interest (1,160.9 units, Acquired 08/21) 12  12 
LP Units (5,104.32 units, Acquired 08/21) 51  51 
6,895  6,825  6,847 
GC EOS Buyer Inc. (0.2%)*(8) (9) (31)
Automotive First Lien Senior Secured Term Loan (LIBOR + 4.5%, 5.0% Cash, Acquired 02/22, Due 08/25) 2,481  2,479  2,448 
2,481  2,479  2,448 
GTM Intermediate Holdings, Inc. (1.0%)*(7) (29)
Medical Equipment Manufacturer Second Lien Loan (11.0% Cash, 1.0% PIK, Acquired 12/20, Due 12/24) 11,540  11,489  11,309 
Series A Preferred Units (923,347.4 units, Acquired 12/20) 2,166  1,391 
Series C Preferred Units (460,652.6 units, Acquired 12/20) 1,081  995 
11,540  14,736  13,695 
Gulf Finance, LLC (0.1%)*(8) (9)
Oil & Gas Exploration & Production First Lien Senior Secured Term Loan (LIBOR + 6.75%, 7.8% Cash, Acquired 11/21, Due 08/26) 829  798  756 
829  798  756 
Hawaiian Airlines 2020-1 Class B Pass Through Certificates (0.4%)* Airlines Structured Secured Note - Class B (11.3% Cash, Acquired 08/20, Due 09/25) 5,389  5,389  5,874 
5,389  5,389  5,874 
14
Barings BDC, Inc.
Unaudited Consolidated Schedule of Investments — (Continued)
March 31, 2022
(Amounts in thousands, except share amounts)
Portfolio Company(6)
Industry
Type of Investment(1) (2)
Principal
Amount		 Cost Fair
Value
Heartland Veterinary Partners, LLC (0.7%)*(7)
Healthcare Subordinated Term Loan (11.0% PIK, Acquired 11/21, Due 11/28) $ 9,343  $ 9,103  $ 9,124 
9,343  9,103  9,124 
Heartland, LLC (1.1%)*(7) (8) (10)
Business Services First Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.8% Cash, Acquired 08/19, Due 08/25) 14,040  13,948  13,818 
14,040  13,948  13,818 
Heavy Construction Systems Specialists, LLC (0.5%)*(7) (8) (10)
Technology First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.5% Cash, Acquired 11/21, Due 11/27) 7,368  7,228  7,239 
Revolver (LIBOR + 5.75%, 6.5% Cash, Acquired 11/21, Due 11/27) —  (49) (46)
7,368  7,179  7,193 
Heilbron (f/k/a Sucsez (Bolt Bidco B.V.)) (0.6%)*(3) (7) (8) (16)
Insurance First Lien Senior Secured Term Loan (EURIBOR + 5.0%, 5.0% Cash, Acquired 09/19, Due 09/26) 8,599  9,380  8,444 
8,599  9,380  8,444 
Highpoint Global LLC (0.4%)*(7) (29)
Government Services Second Lien Note (12.0% Cash, 2.0% PIK, Acquired 12/20, Due 09/22) 5,461  5,440  5,461 
5,461  5,440  5,461 
Holland Acquisition Corp. (0.0%)*(7) (8) (9) (28) (31)
Energy: Oil & Gas First Lien Senior Secured Term Loan (LIBOR + 9.0%, 10.0% Cash, Acquired 02/22, Due 05/22) 3,754  —  — 
3,754  —  — 
Home Care Assistance, LLC (0.3%)*(7) (8) (10)
Healthcare & Pharmaceuticals First Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.8% Cash, Acquired 03/21, Due 03/27) 3,821  3,756  3,756 
3,821  3,756  3,756 
HTI Technology & Industries (1.7%)* (7) (29)
Electronic Component Manufacturing Second Lien Note (12.0% Cash, 4.0% PIK, Acquired 12/20, Due 09/24) 23,068  22,429  22,560 
23,068  22,429  22,560 
HW Holdco, LLC (Hanley Wood LLC) (0.8%)*(7) (8) (9)
Advertising First Lien Senior Secured Term Loan (LIBOR + 5.0%, 6.0% Cash, Acquired 12/18, Due 12/24) 11,068  10,877  10,852 
11,068  10,877  10,852 
IGL Holdings III Corp. (0.3%)*(7) (8) (10)
Commercial Printing First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.8% Cash, Acquired 11/20, Due 11/26) 4,315  4,227  4,229 
4,315  4,227  4,229 
IM Analytics Holding, LLC (d/b/a NVT) (0.5%)*(7) (8)
Electronic Instruments & Components
First Lien Senior Secured Term Loan (LIBOR + 7.0%, 8.0% Cash, Acquired 11/19, Due 11/23)(10)
8,106  8,069  6,416 
Warrant (68,950 units, Acquired 11/19) —  — 
8,106  8,069  6,416 
IM Square (0.5%)*(3) (7) (8) (17)
Banking, Finance, Insurance & Real Estate First Lien Senior Secured Term Loan (EURIBOR + 5.25%, 5.3% Cash, Acquired 05/21, Due 04/28) 6,898  7,272  6,774 
6,898  7,272  6,774 
Infoniqa Holdings GmbH (0.2%)*(3) (7) (8) (16)
Technology First Lien Senior Secured Term Loan (EURIBOR + 5.25%, 5.3% Cash, Acquired 11/21, Due 11/28) 2,924  2,895  2,853 
2,924  2,895  2,853 
Innovad Group II BV (0.4%)*(3) (7) (8) (16)
Beverage, Food & Tobacco First Lien Senior Secured Term Loan (EURIBOR + 5.75%, 5.8% Cash, Acquired 04/21, Due 04/28) 6,121  6,327  5,583 
6,121  6,327  5,583 
Innovative XCessories & Services, LLC (0.2%)*(8) (10) (31)
Automotive First Lien Senior Secured Term Loan (LIBOR + 4.25%, 5.3% Cash, Acquired 02/22, Due 03/27) 2,946  2,892  2,762 
2,946  2,892  2,762 
INOS 19-090 GmbH (0.4%)*(3) (7) (8) (16)
Aerospace & Defense First Lien Senior Secured Term Loan (EURIBOR + 6.13%, 6.1% Cash, Acquired 12/20, Due 12/27) 5,157  5,501  5,157 
5,157  5,501  5,157 
Iqor US Inc. (0.2%)*(8) (9) (31)
Services: Business First Lien Senior Secured Term Loan (LIBOR + 7.5%, 8.5% Cash, Acquired 02/22, Due 11/24) 2,710  2,738  2,696 
2,710  2,738  2,696 
Isagenix International, LLC (0.1%)*(8) (10) (31)
Wholesale First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.8% Cash, Acquired 02/22, Due 06/25) 1,645  1,208  1,033 
1,645  1,208  1,033 
15
Barings BDC, Inc.
Unaudited Consolidated Schedule of Investments — (Continued)
March 31, 2022
(Amounts in thousands, except share amounts)
Portfolio Company(6)
Industry
Type of Investment(1) (2)
Principal
Amount		 Cost Fair
Value
ISS#2, LLC (d/b/a Industrial Services Solutions) (0.5%)*(7) (8) (10)
Commercial Services & Supplies First Lien Senior Secured Term Loan (LIBOR + 5.5%, 6.5% Cash, Acquired 02/20, Due 02/26) $ 6,720  $ 6,628  $ 6,431 
6,720  6,628  6,431 
ITI Intermodal, Inc. (0.1%)*(7)
Transportation Services
First Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.8% Cash, Acquired 12/21, Due 12/27)(8) (10)
721  706  706 
Revolver (LIBOR + 4.75%, 5.8% Cash, Acquired 12/21, Due 12/27)(8) (10)
—  (2) (2)
Common Stock (1,433.37 shares, Acquired 01/22) 144  143 
721  848  847 
Ivanti Software, Inc. (0.4%)*(8) (10) (31)
High Tech Industries Second Lien Senior Secured Term Loan (LIBOR + 7.25%, 7.8% Cash, Acquired 02/22, Due 12/28) 6,000  5,989  5,910 
6,000  5,989  5,910 
Jade Bidco Limited (Jane's)
(2.3%)*(3) (7) (8)
Aerospace & Defense
First Lien Senior Secured Term Loan (LIBOR + 6.25%, 6.3% Cash, Acquired 11/19, Due 02/29)(11)
26,714  26,052  26,085 
First Lien Senior Secured Term Loan (EURIBOR + 6.25%, 6.3% Cash, Acquired 11/19, Due 02/29)(17)
4,256  4,074  4,150 
30,970  30,126  30,235 
Jaguar Merger Sub Inc. (0.2%)*(7) (8) (10)
Other Financial First Lien Senior Secured Term Loan (LIBOR + 5.25%, 6.3% Cash, Acquired 12/21, Due 09/24) 2,722  2,671  2,671 
Revolver (LIBOR + 5.25%, 6.3% Cash, Acquired 12/21, Due 09/24) —  (6) (6)
2,722  2,665  2,665 
Jedson Engineering, Inc. (0.2%)*(7) (29)
Engineering & Construction Management First Lien Loan (12.0% Cash, Acquired 12/20, Due 06/24) 2,650  2,650  2,650 
2,650  2,650  2,650 
JetBlue 2019-1 Class B Pass Through Trust (0.3%)* Airlines Structured Secured Note - Class B (8.0% Cash, Acquired 08/20, Due 11/27) 4,165  4,165  4,437 
4,165  4,165  4,437 
JF Acquisition, LLC (0.3%)*(7) (8) (10)
Automotive First Lien Senior Secured Term Loan (LIBOR + 5.5%, 6.5% Cash, Acquired 05/21, Due 07/24) 3,856  3,759  3,687 
3,856  3,759  3,687 
Jon Bidco Limited (0.6%)*(3) (7) (8) (27)
Healthcare
 First Lien Senior Secured Term Loan (BKBM + 5.5%, 6.0% Cash, Acquired 03/22, Due 03/27) 8,319  8,065  8,047 
8,319  8,065  8,047 
Jones Fish Hatcheries & Distributors LLC (0.2%)*(7)

Consumer Products
First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.8% Cash, Acquired 02/22, Due 02/28)(8) (10)
2,785  2,730  2,729 
Revolver (LIBOR + 5.75%, 6.8% Cash, Acquired 02/22, Due 02/28)(8) (11)
—  (8) (8)
LLC Units (974.68 units, Acquired 02/22) 97  97 
2,785  2,819  2,818 
K&N Parent, Inc. (0.7%)*(8) (10) (31)
Automotive First Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.8% Cash, Acquired 02/22, Due 10/23) 7,923  7,243  7,115 
Second Lien Senior Secured Term Loan (LIBOR + 8.75%, 9.8% Cash, Acquired 02/22, Due 10/24)(7)
2,000  1,700  1,660 
9,923  8,943  8,775 
Kano Laboratories LLC (0.4%)*(7)
Chemicals, Plastics & Rubber
First Lien Senior Secured Term Loan (LIBOR + 5.0%, 6.0% Cash, Acquired 11/20, Due 11/26)(8) (10)
5,716  5,577  5,565 
Partnership Equity (203.2 units, Acquired 11/20) 203  203 
5,716  5,780  5,768 
Kene Acquisition, Inc. (En Engineering) (0.5%)*(7) (8) (10)
Oil & Gas Equipment & Services First Lien Senior Secured Term Loan (LIBOR + 4.25%, 5.3% Cash, Acquired 08/19, Due 08/26) 7,206  7,111  7,076 
7,206  7,111  7,076 
Kid Distro Holdings, LLC (0.7%)*(7)
Media & Entertainment
First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.8% Cash, Acquired 10/21, Due 10/27)(8) (10)
9,326  9,152  9,170 
LLC Units (637,677.11 units, Acquired 10/21) 638  638 
9,326  9,790  9,808 
Kona Buyer, LLC (0.7%)*(7) (8) (10)
High Tech Industries First Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.5% Cash, Acquired 12/20, Due 12/27) 9,058  8,875  8,968 
9,058  8,875  8,968 
16
Barings BDC, Inc.
Unaudited Consolidated Schedule of Investments — (Continued)
March 31, 2022
(Amounts in thousands, except share amounts)
Portfolio Company(6)
Industry
Type of Investment(1) (2)
Principal
Amount		 Cost Fair
Value
LAF International (0.1%)*(3) (7) (8) (17)
Healthcare & Pharmaceuticals First Lien Senior Secured Term Loan (EURIBOR + 5.75%, 5.8% Cash, Acquired 03/21, Due 03/28) $ 1,602  $ 1,696  $ 1,584 
1,602  1,696  1,584 
Lambir Bidco Limited (0.5%)*(3) (7)
Healthcare
First Lien Senior Secured Term Loan (EURIBOR + 6.0%, 6.0% Cash, Acquired 12/21, Due 12/28)(8) (15)
4,909  4,776  4,726 
Revolver (EURIBOR + 6.0%, 6.0% Cash, Acquired 12/21, Due 12/24)(8) (15)
307  293  274 
Second Lien Senior Secured Term Loan (12.0% PIK, Acquired 12/21, Due 06/29) 1,387  1,365  1,349 
6,603  6,434  6,349 
LeadsOnline, LLC (0.8%)*(7)
Business Equipment & Services
First Lien Senior Secured Term Loan (LIBOR + 5.0%, 6.0% Cash, Acquired 02/22, Due 02/28)(8) (10)
10,354  10,176  10,172 
Revolver (LIBOR + 5.0%, 6.0% Cash, Acquired 02/22, Due 02/28)(8) (10)
—  (44) (46)
LLC Units (52,493.44 units, Acquired 02/22) 52  52 
10,354  10,184  10,178 
Learfield Communications, LLC (0.6%)* Broadcasting
First Lien Senior Secured Term Loan (LIBOR + 3.25%, 4.3% Cash, Acquired 08/20, Due 12/23)(8) (9)
135  95  128 
First Lien Senior Secured Term Loan (LIBOR + 3.0%, 3.0% Cash, 10.2% PIK, Acquired 08/20, Due 12/23)(10)
8,156  8,117  8,156 
8,291  8,212  8,284 
Legal Solutions Holdings (0.0%)*(7) (28) (29)
Business Services Senior Subordinated Loan (16.0% PIK, Acquired 12/20, Due 03/22) 12,319  10,129  — 
12,319  10,129  — 
Lifestyle Intermediate II, LLC (0.2%)*(7) (8) (10) (31)
Consumer Goods: Durable First Lien Senior Secured Term Loan (LIBOR + 7.0%, 8.0% Cash, Acquired 02/22, Due 01/26) 3,174  3,174  3,174 
Revolver (LIBOR + 7.0%, 8.0% Cash, Acquired 02/22, Due 01/26) —  —  — 
3,174  3,174  3,174 
LivTech Purchaser, Inc. (0.1%)*(7) (8) (10)
Business Services First Lien Senior Secured Term Loan (LIBOR + 5.0%, 6.0% Cash, Acquired 01/21, Due 12/25) 862  854  853 
862  854  853 
LogMeIn, Inc. (0.1%)*(8) (9) (31)
High Tech Industries First Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.75% Cash, Acquired 02/22, Due 08/27) 1,975  1,957  1,936 
1,975  1,957  1,936 
Magnetite XIX, Limited (1.0%)*(3) (31)
Multi-Sector Holdings
Subordinated Notes (LIBOR + 8.77, 9.0% Cash, Acquired 02/22, Due 04/34)(10)
5,250  5,107  5,019 
Subordinated Structured Notes (Residual Interest, current yield 12.38%, Acquired 02/22, Due 04/34)
 13,730  9,425  8,342 
18,980  14,532  13,361 
Marmoutier Holding B.V. (0.1%)*(3) (7) (8) (16)
Consumer Products First Lien Senior Secured Term Loan (EURIBOR + 5.75%, 5.8% Cash, Acquired 12/21, Due 12/28) 1,902  1,874  1,845 
Revolver (EURIBOR + 5.0%, 5.0% Cash, Acquired 12/21, Due 06/27) —  (4) (4)
1,902  1,870  1,841 
Marshall Excelsior Co. (0.8%)*(7) (8) (19)
Capital Goods
 First Lien Senior Secured Term Loan (SOFR + 5.5%, 6.5% Cash, Acquired 02/22, Due 02/28) 10,467  10,287  10,284 
Revolver (SOFR + 5.5%, 6.5% Cash, Acquired 02/22, Due 02/28) 606  578  577 
11,073  10,865  10,861 
MC Group Ventures Corporation (0.3%)*(7)
Business Services
First Lien Senior Secured Term Loan (LIBOR + 5.5%, 6.5% Cash, Acquired 07/21, Due 06/27)(8) (10)
3,678  3,592  3,607 
Partnership Units (746.66 Units, Acquired 06/21) 747  734 
3,678  4,339  4,341 
Media Recovery, Inc. (SpotSee) (0.5%)*(7) (8)
Containers, Packaging & Glass
First Lien Senior Secured Term Loan (SOFR + 6.0%, 7.0% Cash, Acquired 11/19, Due 11/25)(19)
2,933  2,895  2,933 
First Lien Senior Secured Term Loan (SONIA + 6.0%, 7.0% Cash, Acquired 12/20, Due 11/25)(21)
4,318  4,306  4,318 
7,251  7,201  7,251 
Median B.V. (0.7%)*(3) (8) (21)
Healthcare First Lien Senior Secured Term Loan (SONIA + 6.0%, 7.0% Cash, Acquired 02/22, Due 11/27) 9,809  9,762  9,490 
9,809  9,762  9,490 
17
Barings BDC, Inc.
Unaudited Consolidated Schedule of Investments — (Continued)
March 31, 2022
(Amounts in thousands, except share amounts)
Portfolio Company(6)
Industry
Type of Investment(1) (2)
Principal
Amount		 Cost Fair
Value
Medical Solutions Parent Holdings, Inc. (0.3%)*(8) (10)
Healthcare Second Lien Senior Secured Term Loan (LIBOR + 7.0%, 7.5% Cash, Acquired 11/21, Due 11/29) $ 4,421  $ 4,378  $ 4,244 
4,421  4,378  4,244 
MNS Buyer, Inc. (0.1%)*(7)
Construction & Building
First Lien Senior Secured Term Loan (LIBOR + 5.5%, 6.5% Cash, Acquired 08/21, Due 08/27)(8) (9)
921  904  906 
Partnership Units (76.92 Units, Acquired 08/21) 77  77 
921  981  983 
Modern Star Holdings Bidco Pty Limited. (0.6%)*(3) (7) (8) (23)
Non-durable Consumer Goods First Lien Senior Secured Term Loan (BBSY + 6.25%, 6.8% Cash, Acquired 12/20, Due 12/26) 8,643  8,292  8,381 
8,643  8,292  8,381 
MSG National Properties (0.2%)*(3) (7) (8) (10)
Hotel, Gaming, & Leisure First Lien Senior Secured Term Loan (LIBOR + 6.25%, 7.0% Cash, Acquired 11/20, Due 11/25) 2,437  2,381  2,425 
2,437  2,381  2,425 
Murphy Midco Limited (0.1%)*(3) (7) (8) (22)
Media, Diversified & Production First Lien Senior Secured Term Loan (SONIA + 5.0%, 5.0% Cash, Acquired 11/20, Due 11/27) 1,077  1,039  1,049 
1,077  1,039  1,049 
Music Reports, Inc. (0.6%)*(7) (8) (10)
Media & Entertainment First Lien Senior Secured Term Loan (LIBOR + 6.0%, 7.0% Cash, Acquired 08/20, Due 08/26) 7,462  7,319  7,301 
7,462  7,319  7,301 
Napa Bidco Pty Ltd (1.5%)*(3) (7) (8) (24)
Healthcare First Lien Senior Secured Term Loan (BBSY + 6.0%, 6.1% Cash, Acquired 03/22, Due 03/28) 20,895  19,461  20,215 
20,895  19,461  20,215 
Narda Acquisitionco., Inc. (0.5%)*(7)
Aerospace & Defense
First Lien Senior Secured Term Loan (LIBOR + 5.25%, 6.3% Cash, Acquired 12/21, Due 12/27)(8) (10)
5,680  5,585  5,589 
Revolver (LIBOR + 5.25%, 6.3% Cash, Acquired 12/21, Due 12/27)(8) (10)
—  (22) (21)
Class A Preferred Stock (4,587.38 shares, Acquired 12/21) 459  468 
Class B Common Stock (509.71 shares, Acquired 12/21) 51  51 
5,680  6,073  6,087 
Navia Benefit Solutions, Inc. (0.2%)* (7) (8) (10)
Healthcare & Pharmaceuticals First Lien Senior Secured Term Loan (LIBOR + 5.25%, 6.3% Cash, Acquired 02/21, Due 02/27) 2,721  2,665  2,678 
2,721  2,665  2,678 
Nexus Underwriting Management Limited (0.1%)*(3) (7) (8) (22)
Other Financial First Lien Senior Secured Term Loan (SONIA + 5.25%, 5.3% Cash, Acquired 10/21, Due 10/28) 1,644  1,638  1,594 
Revolver (SONIA + 5.25%, 5.3% Cash, Acquired 10/21, Due 04/22) 101  102  101 
1,745  1,740  1,695 
NGS US Finco, LLC (f/k/a Dresser Natural Gas Solutions) (0.4%)*(7) (8) (9)
Energy Equipment & Services First Lien Senior Secured Term Loan (LIBOR + 4.25%, 5.3% Cash, Acquired 10/18, Due 10/25) 4,740  4,727  4,707 
4,740  4,727  4,707 
Northstar Recycling, LLC (0.2%)*(7) (8) (10)
Environmental Industries First Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.8% Cash, Acquired 10/21, Due 09/27) 2,500  2,454  2,458 
2,500  2,454  2,458 
Novotech Aus Bidco Pty Ltd (0.5%)*(3) (7) (8)
Healthcare
First Lien Senior Secured Term Loan (BBSY + 5.75%, 6.3% Cash, Acquired 01/22, Due 01/28)(23)
3,864  3,659  3,777 
First Lien Senior Secured Term Loan (SOFR + 5.75%, 6.3% Cash, Acquired 01/22, Due 01/28)(18)
3,474  3,380  3,377 
7,338  7,039  7,154 
OA Buyer, Inc. (0.6%)*(7)
Healthcare
First Lien Senior Secured Term Loan (LIBOR + 6.0%, 6.8% Cash, Acquired 12/21, Due 12/28)(8) (10)
8,501  8,336  8,346 
Revolver (LIBOR + 6.0%, 6.8% Cash, Acquired 12/21, Due 12/28)(8) (10)
—  (26) (24)
Partnership Units (210,920.11 units, Acquired 12/21) 211  211 
8,501  8,521  8,533 
OAC Holdings I Corp (0.3%)*(7) (8) (19)
Automotive First Lien Senior Secured Term Loan (SOFR + 5.0%, 6.0% Cash, Acquired 03/22, Due 04/28) 3,630  3,557  3,557 
Revolver (SOFR + 5.0%, 6.0% Cash, Acquired 03/22, Due 04/28) 685  658  658 
4,315  4,215  4,215 
18
Barings BDC, Inc.
Unaudited Consolidated Schedule of Investments — (Continued)
March 31, 2022
(Amounts in thousands, except share amounts)
Portfolio Company(6)
Industry
Type of Investment(1) (2)
Principal
Amount		 Cost Fair
Value
Odeon Cinemas Group Limited (0.3%)*(3) (7)
Hotel, Gaming, & Leisure First Lien Senior Secured Term Loan (10.8% Cash, Acquired 02/21, Due 08/23) $ 3,859  $ 4,067  $ 3,937 
3,859  4,067  3,937 
Offen Inc. (0.3%)*(7) (9) (31)
Transportation: Cargo First Lien Senior Secured Term Loan (LIBOR + 5.0%, Cash 5.2%, Acquired 02/22, Due 06/26) 3,747  3,709  3,691 
3,747  3,709  3,691 
OG III B.V. (0.2%)*(3) (7) (8) (16)
Containers & Glass Products First Lien Senior Secured Term Loan (EURIBOR + 5.75%, 5.8% Cash, Acquired 06/21, Due 06/28) 2,853  2,999  2,789 
2,853  2,999  2,789 
Omni Intermediate Holdings, LLC (0.8%)*(7) (8) (9)
Transportation First Lien Senior Secured Term Loan (LIBOR + 5.0%, 6.0% Cash, Acquired 12/20, Due 12/26) 10,686  10,539  10,455 
10,686  10,539  10,455 
Options Technology Ltd.
(0.2%)*(3) (7) (8) (10)
Computer Services First Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.8% Cash, Acquired 12/19, Due 12/25) 2,308  2,278  2,268 
2,308  2,278  2,268 
Oracle Vision Bidco Limited (0.2%)*(3) (7) (8) (22)
Healthcare First Lien Senior Secured Term Loan (SONIA + 5.25%, 5.3% Cash, Acquired 06/21, Due 05/28) 3,014  3,144  3,001 
3,014  3,144  3,001 
Origin Bidco Limited (0.1%)*(3) (7) (8)
Technology
First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.8% Cash, Acquired 06/21, Due 06/28)(11)
597  582  585 
First Lien Senior Secured Term Loan (EURIBOR + 5.75%, 5.8% Cash, Acquired 06/21, Due 06/28)(16)
369  394  362 
966  976  947 
OSP Hamilton Purchaser, LLC (0.2%)*(7) (8) (10)
Technology First Lien Senior Secured Term Loan (LIBOR + 5.25%, 6.3% Cash, Acquired 12/21, Due 12/27) 2,281  2,237  2,239 
Revolver (LIBOR + 5.25%, 6.3% Cash, Acquired 12/21, Due 12/27) —  (4) (3)
2,281  2,233  2,236 
Pacific Health Supplies Bidco Pty Limited (0.7%)*(3) (7) (8) (23)
Healthcare & Pharmaceuticals First Lien Senior Secured Term Loan (BBSY + 6.0%, 6.5% Cash, Acquired 12/20, Due 12/25) 9,068  8,744  8,836 
9,068  8,744  8,836 
Pare SAS (SAS Maurice MARLE) (0.3%)*(3) (7) (8) (16)
Health Care Equipment First Lien Senior Secured Term Loan (EURIBOR + 6.75%, 6.8% Cash, Acquired 12/19, Due 12/26) 4,537  4,481  4,516 
4,537  4,481  4,516 
Path Medical, LLC (0.3%)*(7) (31)
Healthcare & Pharmaceuticals
First Lien Senior Secured Term Loan (9.5% PIK, Acquired 02/22, Due 10/22)(28)
8,465  4,571  4,571 
First Lien Senior Secured Term Loan 13.0% PIK, Acquired 02/22, Due 10/22)(28)
11,764  —  — 
Warrants (36,716 units, Acquired 02/22) —  — 
20,229  4,571  4,571 
Patriot New Midco 1 Limited (Forensic Risk Alliance) (0.5%)*(3) (7) (8)
Diversified Financial Services
First Lien Senior Secured Term Loan (LIBOR + 6.75%, 7.8% Cash, Acquired 02/20, Due 02/27)(10)
3,764  3,690  3,478 
First Lien Senior Secured Term Loan (EURIBOR + 6.75%, 6.8% Cash, Acquired 02/20, Due 02/27)(16)
3,147  3,021  2,907 
6,911  6,711  6,385 
PDQ.Com Corporation (0.6%)*(7)
Business Equipment & Services
First Lien Senior Secured Term Loan (LIBOR + 5.0%, 6.0% Cash, Acquired 08/21, Due 08/27)(8) (10)
7,546  7,284  7,300 
Class A-2 Partnership Units (26.32 units, Acquired 08/21) 29  37 
7,546  7,313  7,337 
Permaconn Bidco Ltd (0.4%)*(3) (7) (8) (24)
Tele-communications First Lien Senior Secured Term Loan (BBSY + 6.5%, 6.5% Cash, Acquired 12/21, Due 12/27) 5,179  4,810  5,049 
5,179  4,810  5,049 
PetroChoice Holdings, Inc. (0.6%)*(7) (8) (10) (31)
Chemicals, Plastics & Rubber Second Lien Senior Secured Term Loan (LIBOR + 8.75%, 9.8% Cash, Acquired 02/22, Due 08/23) 9,000  8,190  8,190 
9,000  8,190  8,190 
19
Barings BDC, Inc.
Unaudited Consolidated Schedule of Investments — (Continued)
March 31, 2022
(Amounts in thousands, except share amounts)
Portfolio Company(6)
Industry
Type of Investment(1) (2)
Principal
Amount		 Cost Fair
Value
Polara Enterprises, LLC (0.1%)*(7)
Capital Equipment
First Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.8% Cash, Acquired 12/21, Due 12/27)(8) (10)
$ 1,243  $ 1,219  $ 1,198 
Revolver (LIBOR + 4.75%, 5.8% Cash, Acquired 12/21, Due 12/27)(8) (10)
—  (10) (20)
Partnership Units (3,820.44 units, Acquired 12/21) 382  382 
1,243  1,591  1,560 
Policy Services Company, LLC (3.2%)*(7)
Property & Casualty Insurance
First Lien Senior Secured Term Loan (LIBOR + 6.0%, 7.0% Cash, 4.0% PIK, Acquired 12/21, Due 06/26)(8) (10)
44,474  43,075  43,026 
Warrants - Class A (25,582 units, Acquired 12/21) —  — 
Warrants - Class B (8,634 units, Acquired 12/21) —  — 
Warrants - Class C (888 units, Acquired 12/21) —  — 
Warrants - Class D (2,282 units, Acquired 12/21) —  — 
44,474  43,075  43,026 
Polymer Solutions Group Holdings, LLC (0.1%)*(7) (8) (9) (31)
Chemicals, Plastics & Rubber First Lien Senior Secured Term Loan (LIBOR + 7.0%, 8.0% Cash, Acquired 02/22, Due 01/23) 1,031  1,031  1,031 
1,031  1,031  1,031 
Premium Franchise Brands, LLC (1.1%)*(7) (8) (10)
Research & Consulting Services First Lien Senior Secured Term Loan (LIBOR + 6.25%, 7.3% Cash, Acquired 12/20, Due 12/26) 14,778  14,534  14,511 
14,778  14,534  14,511 
Premium Invest (0.3%)*(3) (7) (8) (16)
Brokerage, Asset Managers & Exchanges First Lien Senior Secured Term Loan (EURIBOR + 6.0%, 6.0% Cash, Acquired 06/21, Due 06/28) 4,006  4,118  4,006 
4,006  4,118  4,006 
Preqin MC Limited (0.2%)*(3) (7) (8) (20)
Banking, Finance, Insurance & Real Estate First Lien Senior Secured Term Loan (SOFR + 5.5%, 5.5% Cash, Acquired 08/21, Due 07/28) 2,789  2,701  2,739 
2,789  2,701  2,739 
Process Equipment, Inc. (ProcessBarron) (0.4%)*(7) (8) (10)
Industrial Air & Material Handling Equipment First Lien Senior Secured Term Loan (LIBOR + 5.25%, 6.3% Cash, Acquired 03/19, Due 03/25) 6,174  6,121  5,927 
6,174  6,121  5,927 
Professional Datasolutions, Inc. (PDI) (0.1%)*(7) (8) (10)
Application Software First Lien Senior Secured Term Loan (LIBOR + 4.5%, 5.5% Cash, Acquired 03/19, Due 10/24) 1,836  1,835  1,812 
1,836  1,835  1,812 
ProfitOptics, LLC (0.2%)*(7)
Technology
First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.5% Cash, Acquired 03/22, Due 02/28)(8) (10)
1,770  1,735  1,734 
Revolver (LIBOR + 5.75%, 6.5% Cash, Acquired 03/22, Due 02/28)(8) (10)
—  (10) (10)
Second Lien Senior Subordinated Term Loan (8.0% Cash, Acquired 03/22, Due 02/29) 81  81  81 
LLC Units (241,935.48 units, Acquired 03/22) 161  161 
1,851  1,967  1,966 
Proppants Holdings, LLC (0.0%)*(7) (31)
Energy: Oil & Gas Common Stock (1,668,106 shares, Acquired 02/22) —  — 
—  — 
Protego Bidco B.V. (0.3%)*(3) (7) (8) (16)
Aerospace & Defense First Lien Senior Secured Term Loan (EURIBOR + 5.25%, 5.3% Cash, Acquired 03/21, Due 03/27) 2,179  2,270  2,151 
First Lien Senior Secured Term Loan (EURIBOR + 6.0%, 6.0% Cash, Acquired 03/21, Due 03/28) 1,514  1,563  1,469 
3,693  3,833  3,620 
QPE7 SPV1 BidCo Pty Ltd (0.2%)*(3) (7) (8) (24)
Consumer Cyclical First Lien Senior Secured Term Loan (BBSY + 5.5%, 6.0% Cash, Acquired 09/21, Due 09/26) 2,071  1,956  2,046 
2,071  1,956  2,046 
Questel Unite (0.5%)*(3) (7) (8) (10)
Business Services First Lien Senior Secured Term Loan (LIBOR + 6.25%, 6.8% Cash, Acquired 12/20, Due 12/27) 6,892  6,805  6,892 
6,892  6,805  6,892 
RA Outdoors, LLC (1.4%)*(7) (8) (10) (31)
High Tech Industries First Lien Senior Secured Term Loan (LIBOR + 6.75%, 7.8% Cash, Acquired 02/22, Due 04/26) 17,855  17,498  17,498 
Revolver (LIBOR + 6.75%, 7.8% Cash, Acquired 02/22, Due 04/26) 494  494  469 
18,349  17,992  17,967 
20
Barings BDC, Inc.
Unaudited Consolidated Schedule of Investments — (Continued)
March 31, 2022
(Amounts in thousands, except share amounts)
Portfolio Company(6)
Industry
Type of Investment(1) (2)
Principal
Amount		 Cost Fair
Value
Recovery Point Systems, Inc.
(0.9%)*(7)
Technology
First Lien Senior Secured Term Loan (LIBOR + 6.5%, 7.5% Cash, Acquired 08/20, Due 08/26)(8) (10)
$ 11,619  $ 11,440  $ 11,526 
Partnership Equity (187,235 units, Acquired 03/21) 187  126 
11,619  11,627  11,652 
Redwood Services Group, LLC (2.0%)*(7) (8) (9) (31)
Services: Business First Lien Senior Secured Term Loan (LIBOR + 6.0%, 7.0% Cash, Acquired 02/22, Due 06/23) 10,594  10,594  10,594 
First Lien Senior Secured Term Loan (LIBOR + 6.0%, 7.0% Cash, Acquired 02/22, Due 06/23)(7)
16,434  16,434  16,434 
27,028  27,028  27,028 
Renovation Parent Holdings, LLC
(0.4%)*(7)
Home Furnishings
First Lien Senior Secured Term Loan (LIBOR + 5.5%, 6.5% Cash, Acquired 11/21, Due 11/27)(8) (10)
4,854  4,740  4,748 
Partnership Equity (197,368.42 units, Acquired 11/21) 197  197 
4,854  4,937  4,945 
REP SEKO MERGER SUB LLC
(0.6%)*(7) (8) (10)
Air Freight & Logistics First Lien Senior Secured Term Loan (LIBOR + 5.0%, 6.0% Cash, Acquired 12/20, Due 12/26) 7,763  7,574  7,650 
7,763  7,574  7,650 
Resolute Investment Managers, Inc.(0.4%)*(7) (8) (10) (31)
Banking, Finance, Insurance & Real Estate Second Lien Senior Secured Term Loan (LIBOR + 8.0%, 9.0% Cash, Acquired 02/22, Due 04/25) 5,081  5,107  5,030 
5,081  5,107  5,030 
Resonetics, LLC (0.3%)*(7) (8) (10)
Health Care Equipment Second Lien Senior Secured Term Loan (LIBOR + 7.0%, 7.8% Cash, Acquired 04/21, Due 04/29) 4,011  3,936  3,941 
4,011  3,936  3,941 
Reward Gateway (UK) Ltd (0.2%)*(3) (7) (8) (21)
Precious Metals & Minerals First Lien Senior Secured Term Loan (SONIA + 6.75%, 6.8% Cash, Acquired 08/21, Due 06/28) 3,164  3,222  3,082 
3,164  3,222  3,082 
Riedel Beheer B.V. (0.1%)*(3) (7) (8) (16)
Food & Beverage First Lien Senior Secured Term Loan (EURIBOR + 5.5%, 5.5% Cash, Acquired 12/21, Due 12/28) 1,858  1,836  1,808 
1,858  1,836  1,808 
RPX Corporation (0.6%)*(7) (8) (10)
Research & Consulting Services First Lien Senior Secured Term Loan (LIBOR + 6.0%, 7.0% Cash, Acquired 10/20, Due 10/25) 7,530  7,383  7,389 
7,530  7,383  7,389 
RTIC Subsidiary Holdings, LLC (1.2%)*(7) (31)
Consumer Goods: Durable
First Lien Senior Secured Term Loan (LIBOR + 7.75%, 9.0% Cash, Acquired 02/22, Due 09/25)(8) (10)
9,661  9,661  9,661 
First Lien Senior Secured Term Loan (LIBOR + 7.75%, 9.0% Cash, Acquired 02/22, Due 09/25)(8) (10)
774  774  774 
Revolver (LIBOR + 7.75%, 9.0% Cash, Acquired 02/22, Due 09/25)(8) (10)
3,968  3,968  3,968 
Class A Preferred Stock (145.347 shares, Acquired 02/22) 4  4 
Class B Preferred Stock (145.347 shares, Acquired 02/22) —  — 
Class C Preferred Stock (7,844.03 shares, Acquired 02/22) 450  450 
Common Stock (153 shares, Acquired 02/22) —  — 
14,403  14,857  14,857 
Ruffalo Noel Levitz, LLC
(0.7%)*(7) (8) (10)
Media Services First Lien Senior Secured Term Loan (LIBOR + 6.0%, 7.0% Cash, Acquired 01/19, Due 05/22) 9,519  9,511  9,519 
9,519  9,511  9,519 
Safety Products Holdings, LLC (0.9%)*(7)
Non-durable Consumer Goods
First Lien Senior Secured Term Loan (LIBOR + 6.0%, 7.0% Cash, Acquired 12/20, Due 12/26)(8) (9)
12,026  11,808  12,002 
Preferred Stock (372.1 shares, Acquired 12/20) 372  512 
12,026  12,180  12,514 
Scaled Agile, Inc. (0.1%)*(7) (8) (10)
Research & Consulting Services First Lien Senior Secured Term Loan (LIBOR + 5.5%, 6.3% Cash, Acquired 12/21, Due 12/28) 1,748  1,707  1,728 
Revolver (LIBOR + 5.5%, 6.3% Cash, Acquired 12/21, Due 12/28) —  (6) (3)
1,748  1,701  1,725 
21
Barings BDC, Inc.
Unaudited Consolidated Schedule of Investments — (Continued)
March 31, 2022
(Amounts in thousands, except share amounts)
Portfolio Company(6)
Industry
Type of Investment(1) (2)
Principal
Amount		 Cost Fair
Value
Serta Simmons Bedding LLC
(0.8%)*(8) (9)
Home Furnishings Super Priority First Out (LIBOR + 7.5%, 8.5% Cash, Acquired 6/20, Due 08/23) $ 7,331  $ 7,230  $ 7,327 
Super Priority Second Out (LIBOR + 7.5%, 8.5% Cash, Acquired 6/20, Due 08/23) 3,598  3,374  3,385 
10,929  10,604  10,712 
SISU ACQUISITIONCO., INC. (0.5%)*(7) (8) (10)
Aerospace & Defense First Lien Senior Secured Term Loan (LIBOR + 5.25%, 6.3% Cash, Acquired 12/20, Due 12/26) 7,009  6,894  6,708 
7,009  6,894  6,708 
SMART Financial Operations, LLC (0.0%)*(7) (31)
Banking, Finance, Insurance & Real Estate Preferred Stock (1,000,000 shares, Acquired 02/22) —  — 
—  — 
Smartling, Inc. (1.0%)*(7) (8) (10)
Technology First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.8% Cash, Acquired 11/21, Due 10/27) 13,846  13,547  13,572 
Revolver (LIBOR + 5.75%, 6.8% Cash, Acquired 11/21, Due 10/27) —  (22) (20)
13,846  13,525  13,552 
Smile Brands Group Inc.
(0.4%)*(7) (8) (10)
Health Care Services First Lien Senior Secured Term Loan (LIBOR + 4.5%, 5.3% Cash, Acquired 10/18, Due 10/24) 4,590  4,569  4,554 
First Lien Senior Secured Term Loan (LIBOR + 4.5%, 5.3% Cash, Acquired 12/20, Due 10/25) 237  226  232 
4,827  4,795  4,786 
SN BUYER, LLC (1.4%)*(7) (8) (9)
Health Care Services First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.8% Cash, Acquired 12/20, Due 12/26) 18,394  18,093  18,394 
18,394  18,093  18,394 
Sound Point CLO XX, Ltd. (0.2%)*(3) (31)
Multi-Sector Holdings
Subordinated Structured Notes (Residual Interest, current yield 18.99%, Acquired 02/22, Due 07/31)
 4,489  2,332  2,284 
4,489  2,332  2,284 
Springbrook Software (SBRK Intermediate, Inc.) (1.6%)*(7) (8) (9)
Enterprise Software & Services First Lien Senior Secured Term Loan (LIBOR + 5.5%, 6.5% Cash, Acquired 12/19, Due 12/26) 21,142  20,799  20,730 
21,142  20,799  20,730 
SPT Acquico Limited (0.0%)*(3) (7) (8) (10)
High Tech Industries First Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.8% Cash, Acquired 01/21, Due 12/27) 658  644  658 
658  644  658 
SSCP Pegasus Midco Limited (0.2%)*(3) (7) (8) (13)
Healthcare & Pharmaceuticals First Lien Senior Secured Term Loan (GBP LIBOR + 6.75%, 7.7% Cash, Acquired 12/20, Due 11/27) 2,677  2,544  2,550 
2,677  2,544  2,550 
Starnmeer B.V. (0.2%)*(3) (7) (8) (10)
Technology First Lien Senior Secured Term Loan (LIBOR + 6.4%, 6.9% Cash, Acquired 10/21, Due 04/27) 2,500  2,465  2,468 
2,500  2,465  2,468 
Superjet Buyer, LLC (1.0%)*(7) (8) (10)
Technology First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.5% Cash, Acquired 12/21, Due 12/27) 13,175  12,920  12,933 
Revolver (LIBOR + 5.75%, 6.5% Cash, Acquired 12/21, Due 12/27) —  (35) (33)
13,175  12,885  12,900 
Syniverse Holdings, Inc. (1.3%)*(8) (10)
Technology Distributors First Lien Senior Secured Term Loan (LIBOR + 5.0%, 6.0% Cash, Acquired 08/18, Due 03/23) 17,256  16,595  16,700 
17,256  16,595  16,700 
Syntax Systems Ltd (0.2%)*(3) (7) (8) (9)
Technology First Lien Senior Secured Term Loan (LIBOR + 5.5%, 6.3% Cash, Acquired 11/21, Due 10/28) 2,051  2,017  2,012 
Revolver (LIBOR + 5.5%, 6.3% Cash, Acquired 11/21, Due 10/26) 564  554  553 
2,615  2,571  2,565 
TA SL Cayman Aggregator Corp.
(0.2%)*(7)
Technology Subordinated Term Loan (7.8% PIK, Acquired 07/21, Due 07/28) 2,084  2,048  2,052 
Common Stock (1,227.79 shares, Acquired 07/21) 50  75 
2,084  2,098  2,127 
Tank Holding Corp (1.4%)*(7) (8) (18)
Metal & Glass Containers First Lien Senior Secured Term Loan (SOFR + 6.0%, 6.8% Cash, Acquired 03/22, Due 03/28) 19,127  18,698  18,698 
Revolver (SOFR + 6.0%, 6.8% Cash, Acquired 03/22, Due 03/28) —  (20) (20)
19,127  18,678  18,678 
22
Barings BDC, Inc.
Unaudited Consolidated Schedule of Investments — (Continued)
March 31, 2022
(Amounts in thousands, except share amounts)
Portfolio Company(6)
Industry
Type of Investment(1) (2)
Principal
Amount		 Cost Fair
Value
Team Car Care, LLC (1.0%)*(7) (8) (9) (31)
Automotive First Lien Senior Secured Term Loan (LIBOR + 8.0%, 9.0% Cash, Acquired 02/22, Due 06/24) $ 12,687  $ 12,687  $ 12,687 
12,687  12,687  12,687 
Team Services Group (1.1%)*(7) (8) (10) (31)
Services: Consumer First Lien Senior Secured Term Loan (LIBOR + 5.0%, 6.0% Cash, Acquired 02/22, Due 12/27) 9,903  9,903  9,779 
Second Lien Senior Secured Term Loan (LIBOR + 9.0%, 10.0% Cash, Acquired 02/22, Due 12/28) 5,000  4,975  4,950 
14,903  14,878  14,729 
Techone B.V. (0.2%)*(3) (7) (8) (16)
Technology First Lien Senior Secured Term Loan (EURIBOR + 5.5%, 5.5% Cash, Acquired 11/21, Due 11/28) 2,324  2,265  2,229 
Revolver (EURIBOR + 5.5%, 5.5% Cash, Acquired 11/21, Due 05/28) 106  97  96 
2,430  2,362  2,325 
Tencarva Machinery Company, LLC (0.4%)*(7) (8) (10)
Capital Equipment First Lien Senior Secured Term Loan (LIBOR + 5.5%, 6.5% Cash, Acquired 12/21, Due 12/27) 5,486  5,378  5,384 
Revolver (LIBOR + 5.5%, 6.5% Cash, Acquired 12/21, Due 12/27) —  (19) (18)
5,486  5,359  5,366 
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC) (0.3%)*(7)
Brokerage, Asset Managers & Exchanges
First Lien Senior Secured Term Loan (LIBOR + 4.25%, 5.3% Cash, Acquired 10/21, Due 12/27)(8) (10)
847  779  797 
Revolver (LIBOR + 4.25%, 5.3% Cash, Acquired 10/21, Due 12/27)(8) (10)
—  (14) (11)
Subordinated Term Loan (7.8% PIK, Acquired 10/21, Due 10/28) 3,333  3,270  3,276 
4,180  4,035  4,062 
The Hilb Group, LLC (1.5%)*(7) (8) (10)
Insurance Brokerage First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.8% Cash, Acquired 12/19, Due 12/26) 20,269  19,888  19,815 
First Lien Senior Secured Term Loan (LIBOR + 5.5%, 6.5% Cash, Acquired 12/19, Due 12/26) 299  246  236 
20,568  20,134  20,051 
The Octave Music Group, Inc. (0.4%)*(7) (8) (9) (31)
Media: Diversified & Production First Lien Senior Secured Term Loan (LIBOR + 5.25%, 6.3% Cash, 0.75% PIK, Acquired 02/22, Due 05/25) 5,601  5,601  5,489 
5,601  5,601  5,489 
Thermacell Repellents, Inc. (0.3%)*(7) (8) (10) (31)
Consumer Goods: Durable First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.75% Cash, Acquired 02/22, Due 12/26) 2,766  2,766  2,766 
Revolver (LIBOR + 5.75%, 6.75% Cash, Acquired 02/22, Due 12/26) 1,595  1,595  1,595 
4,361  4,361  4,361 
Total Safety U.S. Inc. (0.5%)*(8) (11)
Diversified Support Services First Lien Senior Secured Term Loan (LIBOR + 6.0%, 7.0% Cash, Acquired 11/19, Due 08/25) 6,400  6,228  6,208 
6,400  6,228  6,208 
Transit Technologies LLC
(0.4%)*(7) (8) (10)
Software First Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.8% Cash, Acquired 02/20, Due 02/25) 6,035  5,971  5,818 
6,035  5,971  5,818 
Transportation Insight, LLC (0.8%)*(7) (8) (9)
Air Freight & Logistics First Lien Senior Secured Term Loan (LIBOR + 4.25%, 4.7% Cash, Acquired 08/18, Due 12/24) 11,316  11,263  11,172 
11,316  11,263  11,172 
Trident Maritime Systems, Inc. (1.1%)*(7) (8) (10)
Aerospace & Defense First Lien Senior Secured Term Loan (LIBOR + 5.5%, 6.5% Cash, Acquired 02/21, Due 02/27) 14,888  14,677  14,888 
14,888  14,677  14,888 
Truck-Lite Co., LLC (1.1%)*(7) (8) (10)
Automotive Parts & Equipment First Lien Senior Secured Term Loan (LIBOR + 6.25%, 7.3% Cash, Acquired 12/19, Due 12/26) 14,964  14,620  14,652 
14,964  14,620  14,652 
True Religion Apparel, Inc. (0.0%)*(7) (31)
Retail Common Stock (2.71 shares, Acquired 02/22) —  — 
Preferred Stock (2.82 shares, Acquired 02/22) —  — 
—  — 
Trystar, LLC (0.5%)*(7)
Power Distribution Solutions
First Lien Senior Secured Term Loan (LIBOR + 5.25%, 6.3% Cash, Acquired 09/18, Due 09/23)(8) (10)
6,980  6,897  6,869 
Class A LLC Units (440.97 units, Acquired 09/18) 481  402 
6,980  7,378  7,271 
23
Barings BDC, Inc.
Unaudited Consolidated Schedule of Investments — (Continued)
March 31, 2022
(Amounts in thousands, except share amounts)
Portfolio Company(6)
Industry
Type of Investment(1) (2)
Principal
Amount		 Cost Fair
Value
TSM II Luxco 10 SARL (0.8%)*(3) (7) (8) (17)
Chemicals & Plastics Second Lien Senior Secured Term Loan (EURIBOR + 8.75%, 8.8% Cash, Acquired 03/22, Due 03/27) $ 11,127  $ 10,658  $ 10,682 
11,127  10,658  10,682 
Turbo Buyer, Inc. (0.5%)*(7) (8) (10)
Finance Companies First Lien Senior Secured Term Loan (LIBOR + 6.0%, 7.0% Cash, Acquired 11/21, Due 12/25) 6,149  5,991  5,955 
6,149  5,991  5,955 
Turf Products, LLC (0.7%)*(7) (29)
Landscaping & Irrigation Equipment Distributor Senior Subordinated Debt (10.0% Cash, Acquired 12/20, Due 10/23) 8,697  8,384  8,610 
8,697  8,384  8,610 
Turnberry Solutions, Inc. (0.4%)*(7) (8) (19)
Consumer Cyclical First Lien Senior Secured Term Loan (SOFR + 6.0%, 7.0% Cash, Acquired 07/21, Due 09/26) 5,025  4,936  4,924 
5,025  4,936  4,924 
U.S. Gas & Electric, Inc. (0.1%)*(7) (29)
Energy Services Second Lien Loan (9.5% Cash, Acquired 12/20, Due 07/25) 2,285  1,785  1,785 
Second Lien Loan (9.5% Cash, Acquired 12/20, Due 07/25)(30)
2,485  —  — 
4,770  1,785  1,785 
U.S. Silica Company (0.1%)*(3) (8) (9)
Metal & Glass Containers First Lien Senior Secured Term Loan (LIBOR + 4.0%, 5.0% Cash, Acquired 08/18, Due 05/25) 1,472  1,474  1,444 
1,472  1,474  1,444 
UKFast Leaders Limited (0.9%)*(3) (7) (8) (21)
Technology First Lien Senior Secured Term Loan (SONIA + 7.12%, 7.1% Cash, Acquired 09/20, Due 9/27) 11,968  11,410  11,706 
11,968  11,410  11,706 
USLS Acquisition, Inc. (f/k/a US Legal Support, Inc.) (1.2%)*(7) (8) (10)
Legal Services First Lien Senior Secured Term Loan (LIBOR + 5.25%, 6.3% Cash, Acquired 11/18, Due 11/24) 16,180  15,961  15,781 
16,180  15,961  15,781 
Utac Ceram (0.4%)*(3) (7) (8)
Business Services
First Lien Senior Secured Term Loan (EURIBOR + 5.25%, 5.3% Cash, Acquired 09/20, Due 09/27)(16)
1,669  1,708  1,641 
First Lien Senior Secured Term Loan (LIBOR + 5.25%, 5.5% Cash, Acquired 02/21, Due 09/27)(10)
3,518  3,458  3,459 
5,187  5,166  5,100 
Validity, Inc. (0.4%)*(7) (8) (9)
IT Consulting & Other Services First Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.0% Cash, Acquired 07/19, Due 05/25) 4,783  4,693  4,773 
4,783  4,693  4,773 
Velocity Pooling Vehicle, LLC (0.0%)*(7) (31)
Automotive Common Stock (4,676 shares, Acquired 02/22) 60  60 
Warrants (5,591 units, Acquired 02/22) 72  72 
132  132 
Victoria Bidco Limited (0.3%)*(3) (7) (8) (22)
Industrial Machinery First Lien Senior Secured Term Loan (SONIA + 6.5%, 6.5% Cash, Acquired 03/22, Due 01/29) 3,646  3,618  3,523 
3,646  3,618  3,523 
Vision Solutions, Inc. (0.5%)*(8) (10) (31)
Business equipment & services Second Lien Senior Secured Term Loan (LIBOR + 7.25%, 8.0% Cash, Acquired 02/22, Due 04/29) 6,500  6,497  6,373 
6,500  6,497  6,373 
VistaJet Pass Through Trust 2021-1B (0.4%)*(7)
Airlines Structured Secured Note - Class B (6.3% Cash, Acquired 11/21, Due 02/29) 5,000  5,000  4,986 
5,000  5,000  4,986 
Vital Buyer, LLC (0.6%)*(7)
Technology
First Lien Senior Secured Term Loan (LIBOR + 5.5%, 6.3% Cash, Acquired 06/21, Due 06/28)(8) (10)
7,802  7,661  7,802 
Partnership Units (16,442.9 units, Acquired 06/21) 164  283 
7,802  7,825  8,085 
VOYA CLO 2015-2, LTD. (0.2%)*(3) (31)
Multi-Sector Holdings
Subordinated Structured Notes (Residual Interest, current yield 454.7%, Acquired 02/22, Due 07/27)
 10,736  2,627  2,561 
10,736  2,627  2,561 
VOYA CLO 2016-2, LTD. (0.2%)*(3) (31)
Multi-Sector Holdings
Subordinated Structured Notes (Residual Interest, current yield 15.05%, Acquired 02/22, Due 07/28)
 11,088  3,653  3,185 
11,088  3,653  3,185 
24
Barings BDC, Inc.
Unaudited Consolidated Schedule of Investments — (Continued)
March 31, 2022
(Amounts in thousands, except share amounts)
Portfolio Company(6)
Industry
Type of Investment(1) (2)
Principal
Amount		 Cost Fair
Value
W2O Holdings, Inc. (0.2%)*(7) (10)
Healthcare Technology First Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.1% Cash, Acquired 10/20, Due 06/25) $ 2,147  $ 2,147  $ 2,147 
First Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.7% Cash, Acquired 10/20, Due 06/25)(8)
—  (59) — 
2,147  2,088  2,147 
Walker Edison Furniture Company LLC (0.3%)*(7) (31)
Consumer Goods: Durable Common Stock (2,819.53 shares, Acquired 02/22) 3,598  3,598 
3,598  3,598 
Watermill-QMC Midco, Inc. (0.0%)*(7) (31)
Automotive Equity (1.62% Partnership Interest, Acquired 02/22) —  — 
—  — 
Wawona Delaware Holdings, LLC (0.0%)*(7) (10) (31)
Beverage & Food First Lien Senior Secured Term Loan (LIBOR + 4.75% 5.0% Cash, Acquired 02/22, Due 09/26) 45  41  40 
45  41  40 
West Dermatology, LLC (0.7%)*(7) (8) (10) (31)
Healthcare & Pharmaceuticals First Lien Senior Secured Term Loan (LIBOR + 7.5%, 8.5% Cash, Acquired 02/22, Due 02/25) 862  862  862 
First Lien Senior Secured Term Loan (LIBOR + 6.0%, 7.0% Cash, Acquired 02/22, Due 02/25) 1,049  1,049  1,049 
First Lien Senior Secured Term Loan (LIBOR + 6.0%, 7.0% Cash, 0.8% PIK, Acquired 02/22, Due 02/25) 6,376  6,376  6,376 
Revolver (LIBOR + 6.0%, 7.0% Cash, 0.8% PIK, Acquired 02/22, Due 02/25) 1,105  1,105  1,105 
9,392  9,392  9,392 
Wok Holdings Inc. (0.0%)*(9) (31)
Retail First Lien Senior Secured Term Loan (LIBOR + 6.25%, 6.5% Cash, Acquired 02/22, Due 03/26) 49  48  48 
49  48  48 
Woodland Foods, LLC (0.8%)*(7)
Food & Beverage
First Lien Senior Secured Term Loan (LIBOR + 5.5%, 6.5% Cash, Acquired 12/21, Due 12/27)(8) (10)
8,512  8,350  8,362 
Revolver (LIBOR + 5.5%, 6.5% Cash, Acquired 12/21, Due 12/27)(8) (10)
509  466  469 
Common Stock (1,663.31 shares, Acquired 12/21) 1,663  1,663 
9,021  10,479  10,494 
World 50, Inc. (0.9%)*(7) (8) (9)
Professional Services First Lien Senior Secured Term Loan (LIBOR + 5.25%, 6.3% Cash, Acquired 01/20, Due 01/26) 2,637  2,578  2,632 
First Lien Senior Secured Term Loan (LIBOR + 4.5%, 5.5% Cash, Acquired 09/20, Due 01/26) 9,009  8,858  8,866 
11,646  11,436  11,498 
ZB Holdco LLC (0.2%)*(7)
Food & Beverage
First Lien Senior Secured Term Loan (LIBOR + 5.0%, 6.0% Cash, Acquired 02/22, Due 02/28)(8) (10)
2,705  2,627  2,623 
Revolver (LIBOR + 5.0%, 6.0% Cash, Acquired 02/22, Due 02/28)(8) (10)
—  (17) (17)
LLC Units (152.69 units, Acquired 02/22) 153  153 
2,705  2,763  2,759 
Zeppelin Bidco Limited (0.4%)*(3) (7) (8) (21)
Services: Business First Lien Senior Secured Term Loan (SONIA + 6.25%, 6.3% Cash, Acquired 03/22, Due 03/29) 5,653  5,427  5,403 
Revolver (SONIA + 6.25%, 6.3% Cash, Acquired 03/22, Due 03/23) —  (3) (3)
5,653  5,424  5,400 
Subtotal Non–Control / Non–Affiliate Investments (144.8%) 2,029,027  1,950,064  1,917,558 
Affiliate Investments: (4)
1888 Industrial Services, LLC (0.1%)*(7) (31)
Energy: Oil & Gas
First Lien Senior Secured Term Loan (LIBOR + 5.0%, 6.0% Cash, Acquired 02/22, Due 05/23)(8) (10) (28)
4,186  419  151 
Revolver (LIBOR + 6.0%, 7.0% Cash, Acquired 02/22, Due 05/23)(8) (10)
1,307  1,184  1,145 
Warrants (7,546.76 units, Acquired 02/22) —  — 
5,493  1,603  1,296 
25
Barings BDC, Inc.
Unaudited Consolidated Schedule of Investments — (Continued)
March 31, 2022
(Amounts in thousands, except share amounts)
Portfolio Company(6)
Industry
Type of Investment(1) (2)
Principal
Amount		 Cost Fair
Value
Charming Charlie LLC (0.0%)*(7) (31)
Retail
First Lien Senior Secured Term Loan (LIBOR + 12.0%, 13.0% Cash, Acquired 02/22, Due 04/23)(8) (10) (28)
$ 4,948  $ —  $ — 
First Lien Senior Secured Term Loan (LIBOR + 5.0%, 6.0% Cash, Acquired 02/22, Due 04/23)(8) (10) (28)
3,413  —  — 
First Lien Senior Secured Term Loan (20.0% Cash, Acquired 02/22, Due 05/22)(28)
139  —  — 
Common Stock (34,923,249 shares, Acquired 02/22) —  — 
8,500  —  — 
Eclipse Business Capital, LLC (9.5%)*(7)
Banking, Finance, Insurance, & Real Estate Second Lien Senior Secured Term Loan (7.5% Cash, Acquired 07/21, Due 07/28) 4,545  4,504  4,545 
Revolver (LIBOR + 7.25%, Acquired 07/21, Due 07/28)(10)
2,727  2,605  2,727 
LLC Units (89,447,396 units, Acquired 07/21) 89,850  118,366 
7,272  96,959  125,638 
Hylan Datacom & Electrical LLC (1.0%)*(7) (31)
Construction & Building
First Lien Senior Secured Term Loan (SOFR + 8.0%, 9.0% Cash, Acquired 02/22, Due 03/26)(8)(19)
3,917  3,615  3,917 
Second Lien Senior Secured Term Loan (SOFR + 10.0%, 11.0% Cash, Acquired 02/22, Due 03/27)(8)(19)
3,850  3,850  3,850 
Common Stock (102,144 shares, Acquired 02/22) 5,219  5,219 
7,767  12,684  12,986 
Jocassee Partners LLC (3.2%)*(3)
Investment Funds & Vehicles 9.1% Member Interest, Acquired 06/19 35,158  42,106 
35,158  42,106 
Kemmerer Operations, LLC (0.2%)*(7) (31)
Metals & Mining First Lien Senior Secured Term Loan (15.0% PIK, Acquired 02/22, Due 06/23) 2,543  2,543  2,543 
Common Stock (6.78 shares, Acquired 02/22) 1,589  1,589 
2,543  4,132  4,132 
Sierra Senior Loan Strategy JV I LLC (6.5%)*(3) (31)
Investment Funds & Vehicles 89.01% Member Interest, Acquired 02/22 85,963  82,910 
85,963  82,910 
Thompson Rivers LLC (5.9%)*(3)
Investment Funds & Vehicles 16.0% Member Interest, Acquired 06/20 79,409  75,663 
79,409  75,663 
Waccamaw River LLC (1.5%)*(3)
Investment Funds & Vehicles 20% Member Interest, Acquired 02/21 20,419  20,022 
20,419  20,022 
Subtotal Affiliate Investments (28.0%) 31,575  336,327  364,753 
Control Investments:(5)
Black Angus Steakhouses, LLC (1.2%)*(7) (31)
Hotel, Gaming & Leisure
First Lien Senior Secured Term Loan (LIBOR + 9.0%, 10.0% Cash, Acquired 02/22, Due 06/22)(8) (12)
5,647  5,647  5,647 
First Lien Senior Secured Term Loan (10.0% PIK, Acquired 02/22, Due 06/22)(8) (12) (28)
24,071  9,628  9,628 
Common Stock (44.6 shares, Acquired 02/22) —  — 
29,718  15,275  15,275 
JSC Tekers Holdings (0.4%)*(3) (7) (29)
Real Estate Management Preferred Stock (9,159,085 shares, Acquired 12/20) 4,753  5,953 
Common Stock (35,571 shares, Acquired 12/20) —  — 
4,753  5,953 
MVC Automotive Group Gmbh (1.0%)*(3) (7) (29)
Automotive Bridge Loan (6.0% Cash, Acquired 12/20, Due 06/26) 7,149  7,149  7,149 
Common Equity Interest (18,000 shares, Acquired 12/20) 9,554  6,729 
7,149  16,703  13,878 
MVC Private Equity Fund LP (0.6%)*(3) (29)
Investment Funds & Vehicles General Partnership Interest 225  191 
Limited Partnership Interest 8,899  7,508 
9,124  7,699 
26
Barings BDC, Inc.
Unaudited Consolidated Schedule of Investments — (Continued)
March 31, 2022
(Amounts in thousands, except share amounts)
Portfolio Company(6)
Industry
Type of Investment(1) (2)
Principal
Amount		 Cost Fair
Value
Security Holdings B.V. (5.9%)*(3) (7) (29)
Electrical Engineering Bridge Loan (5.0% PIK, Acquired 12/20, Due 05/22) $ 5,727  $ 5,727  $ 5,727 
Senior Subordinated Loan (3.1% PIK, Acquired 12/20, Due 05/22) 9,598  9,598  9,598 
Subordinated Senior Subordinated Note (5.0% PIK, Acquired 01/22, Due 05/22) 14,292  14,567  14,292 
Senior Unsecured Term Loan (6.0% Cash, 9.0% PIK, Acquired 04/21, Due 04/25) 7,149  7,639  7,149 
Common Stock Series A (17,100 shares, Acquired 02/22) 560  439 
Common Stock Series B (900 shares, Acquired 12/20) 21,264  41,104 
36,766  59,355  78,309 
Subtotal Control Investments (9.1%) 73,633  105,210  121,114 
Total Investments, March 31, 2022 (182.0%)*
 $ 2,134,235  $ 2,391,601  $ 2,403,425 
Derivative Instruments
Credit Support Agreements
Description(d) Counter Party Settlement Date Notional Amount Value Unrealized Appreciation (Depreciation)
MVC Credit Support Agreement(a)(b)(c) Barings LLC 01/01/31 $ 23,000  $ 15,000  $ 1,400 
Sierra Credit Support Agreement(e)(f)(g) Barings LLC 04/01/32 $ 100,000  $ 44,400  $ — 
Total Credit Support Agreements, March 31, 2022
 $ 1,400 
(a) The MVC Credit Support Agreement covers all of the investments acquired by Barings BDC, Inc. (the “Company”) from MVC Capital, Inc. ("MVC") in connection with the MVC Acquisition (as defined in “Note 1 – Organization, Business and Basis of Presentation”) and any investments received by the Company in connection with the restructuring, amendment, extension or other modification (including the issuance of new securities) of any of the investments acquired by the Company from MVC in connection with the MVC Acquisition (collectively, the “MVC Reference Portfolio”). Each investment that is included in the MVC Reference Portfolio is denoted in the above Schedule of Investments with footnote (29).
(b)      The Company and Barings LLC (“Barings”) entered into the MVC Credit Support Agreement pursuant to which Barings agreed to provide credit support to the Company in the amount of up to $23.0 million.
(c) Settlement Date means the earlier of (1) January 1, 2031 or (2) the date on which the entire MVC Reference Portfolio has been realized or written off.
(d) See “Note 2 – Agreements and Related Party Transactions” for additional information regarding the Credit Support Agreements.
(e)     The Sierra Credit Support Agreement covers all of the investments acquired by the Company from Sierra Income Corporation (“Sierra”) in connection with the Sierra Acquisition (as defined in “Note 1 – Organization, Business and Basis of Presentation”) and any investments received by the Company in connection with the restructuring, amendment, extension or other modification (including the issuance of new securities) of any of the investments acquired by the Company from Sierra in connection with the Sierra Acquisition (collectively, the “Sierra Reference Portfolio”). Each investment that is included in the Sierra Reference Portfolio is denoted in the above Schedule of Investments with footnote (31).
(f)      The Company and Barings entered into the Sierra Credit Support Agreement pursuant to which Barings agreed to provide credit support to the Company in the amount of up to $100.0 million.
(g) Settlement Date means the earlier of (1) April 1, 2032 or (2) the date on which the entire Sierra Reference Portfolio has been realized or written off.
27
Barings BDC, Inc.
Unaudited Consolidated Schedule of Investments — (Continued)
March 31, 2022
(Amounts in thousands, except share amounts)
Foreign Currency Forward Contracts:
Description Notional Amount to be Purchased Notional Amount to be Sold Counterparty Settlement Date Unrealized Appreciation (Depreciation)
Foreign currency forward contract (AUD) A$67,436 $50,505 Bank of America, N.A. 04/08/22 $ 138 
Foreign currency forward contract (AUD) $22,755 A$31,386 Bank of America, N.A. 04/08/22 (815)
Foreign currency forward contract (AUD) $19,490 A$27,000 Citibank N.A. 04/08/22 (787)
Foreign currency forward contract (AUD) $6,494 A$9,050 HSBC Bank USA 04/08/22 (302)
Foreign currency forward contract (AUD) $51,174 A$68,223 Bank of America, N.A. 07/07/22 (146)
Foreign currency forward contract (CAD) C$3,203 $2,559 HSBC Bank USA 04/08/22 5 
Foreign currency forward contract (CAD) $2,506 C$3,203 Bank of America, N.A. 04/08/22 (58)
Foreign currency forward contract (CAD) $2,549 C$3,190 HSBC Bank USA 07/07/22 (5)
Foreign currency forward contract (CAD) $49 C$61 BNP Paribas SA 07/07/22 — 
Foreign currency forward contract (DKK) 2,116kr. $315 Bank of America, N.A. 04/08/22 1 
Foreign currency forward contract (DKK) $323 2,116kr. Bank of America, N.A. 04/08/22 6 
Foreign currency forward contract (DKK) $323 2,159kr. Bank of America, N.A. 07/07/22 (1)
Foreign currency forward contract (EUR) €2,000 $2,215 Bank of America, N.A. 04/01/22 10 
Foreign currency forward contract (EUR) €86,555 $96,092 Bank of America, N.A. 04/08/22 225 
Foreign currency forward contract (EUR) €5,020 $5,701 HSBC Bank USA 04/08/22 (116)
Foreign currency forward contract (EUR) $25,366 €23,000 HSBC Bank USA 04/08/22 (228)
Foreign currency forward contract (EUR) $8,514 €7,500 BNP Paribas SA 04/08/22 168 
Foreign currency forward contract (EUR) $69,071 €61,075 Bank of America, N.A. 04/08/22 1,109 
Foreign currency forward contract (EUR) $95,469 €85,835 Bank of America, N.A. 07/07/22 (400)
Foreign currency forward contract (NZD) NZ$11,600 $8,026 Bank of America, N.A. 04/08/22 42 
Foreign currency forward contract (NZD) $7,995 NZ$11,600 HSBC Bank USA 04/08/22 (74)
Foreign currency forward contract (NZD) $8,151 NZ$11,801 Bank of America, N.A. 07/07/22 (44)
Foreign currency forward contract (GBP) $13,131 £10,000 HSBC Bank USA 04/01/22 (35)
Foreign currency forward contract (GBP) £8,819 $11,521 Bank of America, N.A. 04/08/22 90 
Foreign currency forward contract (GBP) $5,642 £4,220 HSBC Bank USA 04/08/22 86 
Foreign currency forward contract (GBP) $6,122 £4,599 Bank of America, N.A. 04/08/22 67 
Foreign currency forward contract (GBP) $12,612 £9,656 Bank of America, N.A. 07/07/22 (97)
Foreign currency forward contract (GBP) £10,000 $13,128 HSBC Bank USA 07/07/22 35 
Foreign currency forward contract (SEK) 1,875kr $201 HSBC Bank USA 04/08/22 — 
Foreign currency forward contract (SEK) $207 1,875kr HSBC Bank USA 04/08/22 6 
Foreign currency forward contract (SEK) $213 1,976kr HSBC Bank USA 07/07/22 — 
Total Foreign Currency Forward Contracts, March 31, 2022
 $ (1,120)
_______________________________________________________________
*    Fair value as a percentage of net assets.
(1)All debt investments are income producing, unless otherwise noted. Eclipse Business Capital, LLC, Ferrellgas L.P., Thompson Rivers LLC and Waccamaw River LLC equity investments are income producing. All other equity and any equity-linked investments are non-income producing. The Company's Board of Directors (the "Board") determined in good faith that all investments were valued at fair value in accordance with the Company's valuation policies and procedures and the Investment Company Act of 1940, as amended (the “1940 Act”), based on, among other things, the input of the Company's external investment adviser, Barings, the Company’s Audit Committee and independent valuation firms that have been engaged to assist in the valuation of the Company's middle-market investments. In addition, all debt investments are variable rate investments unless otherwise noted. Index-based floating interest rates are generally subject to a contractual minimum interest rate. A majority of the variable rate loans in the Company's investment portfolio bear interest at a rate that may be determined by reference to LIBOR, EURIBOR, GBP LIBOR, BBSY, STIBOR, CDOR, SOFR, SONIA, BKBM or an alternate Base Rate (commonly based on the Federal Funds Rate or the Prime Rate), which typically reset semi-annually, quarterly, or monthly at the borrower's option. The borrower may also elect to have multiple interest reset periods for each loan.
(2)All of the Company’s portfolio company investments (including joint venture investments), which as of March 31, 2022 represented 182.0% of the Company’s net assets, are subject to legal restrictions on sales. The acquisition date represents the date of the Company's initial investment in the relevant portfolio company.
(3)Investment is not a qualifying investment as defined under Section 55(a) of the 1940 Act. Non-qualifying assets represent 28.7% of total investments at fair value as of March 31, 2022. Qualifying assets must represent at least 70% of total assets at the time of acquisition of any additional non-qualifying assets. If at any time qualifying assets do not represent at least 70% of the Company's total assets, the Company will be precluded from acquiring any additional non-qualifying asset until such time as it complies with the requirements of Section 55(a).
28
Barings BDC, Inc.
Unaudited Consolidated Schedule of Investments — (Continued)
March 31, 2022
(Amounts in thousands, except share amounts)
(4)As defined in the 1940 Act, the Company is deemed to be an “affiliated person” of the portfolio company as the Company owns between 5% or more, up to 25% (inclusive), of the portfolio company's voting securities (“non-controlled affiliate”). Transactions related to investments in non-controlled "Affiliate Investments" for the three months ended March 31, 2022 were as follows:
December 31, 2021
Value		 Gross Additions
(b)		 Gross Reductions (c)  Amount of Realized Gain (Loss)  Amount of Unrealized Gain (Loss)
March 31, 2022 Value
 Amount of Interest or Dividends Credited to Income(d)
Portfolio Company Type of Investment(a)
1888 Industrial Services, LLC(e)
First Lien Senior Secured Term Loan (LIBOR +5.0%, 6.0% Cash)(f)
$ —  $ 419  $ —  $ —  $ (268) $ 151  $ 8 
Revolver (LIBOR + 6.0%, 7.0% Cash) —  1,184  —  —  (39) 1,145  — 
Warrants (7,546.76 units) —  —  —  —  —  —  — 
—  1,603  —  —  (307) 1,296  8 
Charming Charlie LLC(e)(f)
First Lien Senior Secured Term Loan (LIBOR + 12.0%, 13.0% Cash) —  —  —  —  —  —  — 
First Lien Senior Secured Term Loan (LIBOR + 5.0%, 6.0% Cash) —  —  —  —  —  —  — 
First Lien Senior Secured Term Loan (20.0% Cash) —  —  —  —  —  —  — 
Common Stock (34,923,249 shares) —  —  —  —  —  —  — 
—  —  —  —  —  —  — 
Eclipse Business Capital, LLC (e)
Second Lien Senior Secured Term Loan (7.5% Cash) 4,738  1  —  —  (194) 4,545  83 
Revolver (LIBOR + 7.25%) 1,818  914  —  —  (5) 2,727  39 
LLC units (89,849,519 units) 92,668  —  —  —  25,698  118,366  4,078 
99,224  915  —  —  25,499  125,638  4,200 
Hylan Datacom & Electrical LLC(e)
First Lien Senior Secured Term Loan (SOFR + 8.0%, 9.0% Cash) —  3,514  —  101  302  3,917  33 
Second Lien Senior Secured Term Loan (SOFR + 10.0%, 11.0% Cash) —  3,850  —  —  —  3,850  26 
Common Stock (102,144 shares) —  5,219  —  —  —  5,219  — 
—  12,583  —  101  302  12,986  59 
Jocassee Partners LLC 9.1% Member Interest 37,601  5,000  —  —  (495) 42,106  — 
37,601  5,000  —  —  (495) 42,106  — 
JSC Tekers Holdings(e)
Preferred Stock (9,159,085 shares) 6,197  —  (6,197) —  —  —  — 
Common Stock (3,201 shares) —  —  —  —  —  —  — 
6,197  —  (6,197) —  —  —  — 
Kemmerer Operations, LLC(e)
First Lien Senior Secured Term Loan (15.0% PIK) —  2,543  —  —  —  2,543  40 
Common Stock (6.78 shares) —  1,589  —  —  —  1,589  — 
—  4,132  —  —  —  4,132  40 
Security Holdings B.V(e)
Bridge Loan (5.0% PIK 5/31/2021) 5,451  —  (5,451) —  —  —  — 
Senior Subordinated Loan (3.1% PIK) 9,525  —  (9,525) —  —  —  — 
Senior Unsecured Term Loan (9.0% PIK) 7,307  —  (7,307) —  —  —  — 
Common Equity Interest 24,825  —  (24,825) —  —  —  — 
47,108  —  (47,108) —  —  —  — 
Sierra Senior Loan Strategy JV I LLC 89.01% Member Interest —  85,963  —  —  (3,053) 82,910  — 
—  85,963  —  —  (3,053) 82,910  — 
29
Barings BDC, Inc.
Unaudited Consolidated Schedule of Investments — (Continued)
March 31, 2022
(Amounts in thousands, except share amounts)
December 31, 2021
Value		 Gross Additions
(b)		 Gross Reductions (c)  Amount of Realized Gain (Loss)  Amount of Unrealized Gain (Loss)
March 31, 2022 Value
 Amount of Interest or Dividends Credited to Income(d)
Portfolio Company Type of Investment(a)
Thompson Rivers LLC 16.0% Member Interest 84,438  —  (4) —  (8,771) 75,663  3,192 
84,438  —  (4) —  (8,771) 75,663  3,192 
Waccamaw River LLC 20% Member Interest 13,501  6,700  —  —  (179) 20,022  300 
13,501  6,700  —  —  (179) 20,022  300 
Total Affiliate Investments $ 288,069  $ 116,896  $ (53,309) $ 101  $ 12,996  $ 364,753  $ 7,799 
(a)     Eclipse Business Capital, LLC, Thompson Rivers LLC and Waccamaw River LLC equity investments are income producing. All other equity and any equity-linked investments are non-income producing.
(b)     Gross additions include increases in the cost basis of investments resulting from new investments and follow-on investments.
(c)    Gross reductions include decreases in the total cost basis of investments resulting from principal repayments or sales.
(d) Represents the total amount of interest, fees or dividends credited to income for the portion of the year an investment was included in the Affiliate category.
(e) The fair value of the investment was determined using significant unobservable inputs.
(f) Non-accrual investment.
(5)    As defined in the 1940 Act, the Company is deemed to be both an “affiliated person” and “control” the portfolio company because it owns more than 25% of the portfolio company’s outstanding voting securities or it has the power to exercise control over the management or policies of such portfolio company (including through a management agreement). Transactions as of and during the three months ended March 31, 2022 in which the portfolio company is deemed to be a "Control Investment" of the Company were as follows:
December 31, 2021
Value		 Gross Additions
(b)		 Gross Reductions (c)  Amount of Realized Gain (Loss)  Amount of Unrealized Gain (Loss)
March 31, 2022
Value
  Amount of Interest or Dividends Credited to Income(d)
Portfolio Company Type of Investment(a)
Black Angus Steakhouses, LLC(e)
First Lien Senior Secured Term Loan (10.0% PIK)(f)
$ —  $ 9,628  $ —  $ —  $ —  $ 9,628  $ — 
First Lien Senior Secured Term Loan (LIBOR + 9.0%, 10.0% Cash) —  5,647  —  —  —  5,647  55 
Common Stock (44.6 shares) —  —  —  —  —  —  — 
—  15,275  —  —  —  15,275  55 
JSC Tekers Holdings(e)
Preferred Stock (9,159,085 shares) —  6,197  —  —  (244) 5,953  — 
Common Stock (3,201 shares) —  —  —  —  —  —  — 
—  6,197  —  —  (244) 5,953  — 
MVC Automotive Group GmbH(e)
Common Equity Interest 7,699  —  —  —  (970) 6,729  — 
Bridge Loan (6.0% PIK 12/31/2021) 7,149  —  —  —  —  7,149  107 
14,848  —  —  —  (970) 13,878  107 
MVC Private Equity Fund LP Limited Partnership Interest 7,376  —  —  —  132  7,508  — 
General Partnership Interest 188  —  —  —  3  191  (1,039)
7,564  —  —  —  135  7,699  (1,039)
30
Barings BDC, Inc.
Unaudited Consolidated Schedule of Investments — (Continued)
March 31, 2022
(Amounts in thousands, except share amounts)
December 31, 2021
Value		 Gross Additions
(b)		 Gross Reductions (c)  Amount of Realized Gain (Loss)  Amount of Unrealized Gain (Loss)
March 31, 2022
Value
  Amount of Interest or Dividends Credited to Income(d)
Portfolio Company Type of Investment(a)
Security Holdings B.V(e)
Bridge Loan (5.0% PIK, Acquired 12/20, Due 05/22) $ —  $ 5,727  $ —  $ —  $ —  $ 5,727  $ 72 
Senior Subordinated Loan (3.1% PIK, Acquired 12/20, Due 05/22) —  9,598  —  —  —  9,598  78 
Subordinated Senior Subordinated Note (5.0% PIK, Acquired 12/20, Due 05/22) —  14,567  —  —  (275) 14,292  160 
Senior Unsecured Term Loan (6.0% Cash, 9.0% PIK, Acquired 04/21, Due 04/25) —  7,307  —  —  (158) 7,149  268 
Common Stock Series A (17,100 shares, Acquired 02/22) —  560  —  —  (121) 439  — 
Common Stock Series B (900 shares, Acquired 12/20) —  24,827  —  —  16,277  41,104  — 
—  62,586  —  —  15,723  78,309  578 
Total Control Investments $ 22,412  $ 84,058  $ —  $ —  $ 14,644  $ 121,114  $ (299)
(a)     Equity and equity-linked investments are non-income producing, unless otherwise noted.
(b) Gross additions include increases in the cost basis of investments resulting from new investments and follow-on investments.
(c)     Gross reductions include decreases in the total cost basis of investments resulting from principal repayments or sales.
(d)    Represents the total amount of interest, fees or dividends credited to income for the portion of the year an investment was included in the Control category.
(e) The fair value of the investment was determined using significant unobservable inputs.
(f) Non-accrual investment
(6)Some or all of the investment is or will be encumbered as security for the Company's $965.0 million senior secured credit facility with ING Capital LLC initially entered into in February 2019 (as amended, restated and otherwise modified from time to time, the "February 2019 Credit Facility").
(7)The fair value of the investment was determined using significant unobservable inputs.
(8)Debt investment includes interest rate floor feature.
(9)The interest rate on these loans is subject to 1 Month LIBOR, which as of March 31, 2022 was 0.45200%.
(10)The interest rate on these loans is subject to 3 Month LIBOR, which as of March 31, 2022 was 0.96157%.
(11)The interest rate on these loans is subject to 6 Month LIBOR, which as of March 31, 2022 was 1.46986%.
(12)The interest rate on these loans is subject to 12 Month LIBOR, which as of March 31, 2022 was 2.10143%.
(13)The interest rate on these loans is subject to 3 Month GBP LIBOR, which as of March 31, 2022 was 1.03540%.
(14)The interest rate on these loans is subject to 6 Month GBP LIBOR, which as of March 31, 2022 was 1.47070%.
(15)The interest rate on these loans is subject to 1 Month EURIBOR, which as of March 31, 2022 was -0.53200%.
(16)The interest rate on these loans is subject to 3 Month EURIBOR, which as of March 31, 2022 was -0.45800%.
(17)The interest rate on these loans is subject to 6 Month EURIBOR, which as of March 31, 2022 was -0.36700%.
(18)The interest rate on these loans is subject to 1 Month SOFR, which as of March 31, 2022 was 0.30240%.
(19)The interest rate on these loans is subject to 3 Month SOFR, which as of March 31, 2022 was 0.67512%.
(20)The interest rate on these loans is subject to 6 Month SOFR, which as of March 31, 2022 was 1.07915%.
(21)The interest rate on these loans is subject to 3 Month SONIA, which as of March 31, 2022 was 0.91610%.
(22)The interest rate on these loans is subject to 6 Month SONIA, which as of March 31, 2022 was 1.19410%.
(23)The interest rate on these loans is subject to 1 Month BBSY, which as of March 31, 2022 was 0.01270%.
(24)The interest rate on these loans is subject to 3 Month BBSY, which as of March 31, 2022 was 0.23150%.
(25)The interest rate on these loans is subject to 3 Month CDOR, which as of March 31, 2022 was 1.26000%.
(26)The interest rate on these loans is subject to 3 Month STIBOR, which as of March 31, 2022 was 0.00057%.
(27)The interest rate on these loans is subject to 3 Month BKBM, which as of March 31, 2022 was 1.49000%.
(28)Non-accrual investment.
(29)Investment was purchased as part of the MVC Acquisition and is part of the MVC Reference Portfolio for purposes of the MVC Credit Support Agreement.
(30)In 2017, MVC received $5.7 million of 9.5% second lien callable notes due in 2025, in lieu of an escrow to satisfy any indemnification claims associated with MVC’s sale of its equity investment in U.S. Gas & Electric ("U.S. Gas"). Effective January 1, 2018, the cost basis of the U.S. Gas second lien loan was decreased by approximately $3.0 million due to a working capital adjustment. This loan is still subject to indemnification adjustments.
(31)Investment was purchased as part of the Sierra Acquisition and is part of the Sierra Reference Portfolio for purposes of the Sierra Credit Support Agreement.


See accompanying notes.
31
Barings BDC, Inc.
Consolidated Schedule of Investments
December 31, 2021
(Amounts in thousands, except share amounts)
Portfolio Company(6)
Industry
Type of Investment(1) (2)
Principal
Amount		 Cost Fair
Value
Non–Control / Non–Affiliate Investments:
1WorldSync, Inc. (2.2%)*(7) (8) (10)
IT Consulting & Other Services First Lien Senior Secured Term Loan (LIBOR + 6.25%, 7.3% Cash, Acquired 07/19, Due 07/25) $ 16,434  $ 16,185  $ 16,434 
16,434  16,185  16,434 
Accelerate Learning, Inc.
(1.0%)*(7) (8) (10)
Education Services First Lien Senior Secured Term Loan (LIBOR + 5.0%, 6.0% Cash, Acquired 12/18, Due 12/24) 7,568  7,486  7,429 
7,568  7,486  7,429 
Acclime Holdings HK Limited
(0.2%)*(3) (7) (8) (10)
Business Services First Lien Senior Secured Term Loan (LIBOR + 6.5%, 7.0% Cash, Acquired 08/21, Due 07/27) 1,211  1,138  1,147 
1,211  1,138  1,147 
Accurus Aerospace Corporation (3.2%)*(7) (8) (11)
Aerospace & Defense First Lien Senior Secured Term Loan (LIBOR + 4.5%, 5.5% Cash, 1.50% PIK, Acquired 10/18, Due 10/24) 24,874  24,684  24,016 
24,874  24,684  24,016 
ADB Safegate (0.7%)*(3) (8) (10)
Aerospace & Defense Second Lien Senior Secured Term Loan (LIBOR + 7.75%, 8.8% Cash, Acquired 08/21, Due 07/25) 5,500  5,091  5,106 
5,500  5,091  5,106 
Advantage Software Company (The), LLC (0.0%)*(7)
Advertising, Printing & Publishing Class A1 Partnership Units (8,717.76 units, Acquired 12/21) 280  280 
Class A2 Partnership Units (2,248.46 units, Acquired 12/21) 72  72 
Class B1 Partnership Units (8,717.76 units, Acquired 12/21) 9  9 
Class B2 Partnership Units (2,248.46 units, Acquired 12/21) 2  2 
363  363 
Aftermath Bidco Corporation (1.3%)* (7) (8) (10)
Professional Services First Lien Senior Secured Term Loan (LIBOR + 5.0%, 6.0% Cash, Acquired 04/19, Due 04/25) 9,425  9,299  9,303 
9,425  9,299  9,303 
Air Canada 2020-2 Class B Pass Through Trust (0.9%)* Airlines Structured Secured Note - Class B (9.0% Cash, Acquired 09/20, Due 10/25) 6,170  6,170  6,822 
6,170  6,170  6,822 
Air Comm Corporation, LLC (1.5%)* (7) (8) (10)
Aerospace & Defense First Lien Senior Secured Term Loan (LIBOR + 5.5%, 6.3% Cash, Acquired 06/21, Due 07/27) 11,540  11,265  11,280 
11,540  11,265  11,280 
AIT Worldwide Logistics Holdings, Inc. (1.0%)*(7)
Transportation Services
Second Lien Senior Secured Term Loan (LIBOR + 7.75%, 8.5% Cash, Acquired 04/21, Due 04/29)(8) (10)
6,460  6,325  6,460 
 Partnership Units (348.68 units, Acquired 04/21) 349  689 
6,460  6,674  7,149 
Alpine US Bidco LLC (2.4%)*(7) (8) (10)
Agricultural Products Second Lien Senior Secured Term Loan (LIBOR + 9.0%, 9.8% Cash, Acquired 05/21, Due 05/29) 18,157  17,642  17,975 
18,157  17,642  17,975 
Amtech LLC (0.5%)*(7) (8)
Technology
First Lien Senior Secured Term Loan (LIBOR + 5.5%, 6.3% Cash, Acquired 11/21, Due 11/27)(9)
4,091  3,958  3,955 
Revolver (LIBOR + 5.5%, 6.3% Cash, Acquired 11/21, Due 11/27)(10)
—  (13) (14)
4,091  3,945  3,941 
Anagram Holdings, LLC
(2.2%)*(3)
Chemicals, Plastics, & Rubber First Lien Senior Secured Note (10.0% Cash, 5.0% PIK, Acquired 08/20, Due 08/25) 14,395  13,459  16,051 
14,395  13,459  16,051 
AnalytiChem Holding Gmbh (0.3%)* (3) (7) (8) (14)
Chemicals First Lien Senior Secured Term Loan (EURIBOR + 6.25%, 6.3% Cash, Acquired 11/21, Due 11/28) 2,801  2,580  2,576 
2,801  2,580  2,576 
Anju Software, Inc. (1.8%)*(7) (8) (9)
Application Software First Lien Senior Secured Term Loan (LIBOR + 6.25%, 6.3% Cash, Acquired 02/19, Due 02/25) 13,528  13,355  13,284 
13,528  13,355  13,284 
32
Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2021
(Amounts in thousands, except share amounts)
Portfolio Company(6)
Industry
Type of Investment(1) (2)
Principal
Amount		 Cost Fair
Value
AP Aristotle Holdings, LLC (0.2)*(7)
Oil Field Services Subordinated Term Loan (19.8% Cash, Acquired 12/21, Due 06/25) $ 1,883  $ 1,890  $ 1,854 
1,883  1,890  1,854 
Apex Bidco Limited (0.3%)*(3) (7)
Business Equipment & Services
First Lien Senior Secured Term Loan (GBP LIBOR + 6.25%, 6.8% Cash, Acquired 01/20, Due 01/27)(8) (12)
1,974  1,869  1,970 
Subordinated Senior Unsecured Term Loan (8.0% PIK, Acquired 01/20, Due 07/27) 278  264  278 
2,252  2,133  2,248 
Aptus 1829. GmbH (0.6%)*(3) (7)
Chemicals, Plastics, & Rubber
First Lien Senior Secured Term Loan (EURIBOR + 6.5%, 6.5% Cash, Acquired 09/21, Due 09/27)(8) (14)
4,656  4,717  4,552 
Preferred Stock (13 shares, Acquired 09/21) 120  111 
Common Stock (48 shares, Acquired 09/21) 12  11 
4,656  4,849  4,674 
Apus Bidco Limited (0.5%)*(3) (7) (8) (17)
Banking, Finance, Insurance & Real Estate First Lien Senior Secured Term Loan (SONIA + 5.5%, 5.5% Cash, Acquired 02/21, Due 03/28) 3,902  3,874  3,823 
3,902  3,874  3,823 
AQA Acquisition Holding, Inc. (2.7%)*(7) (8) (10)
High Tech Industries Second Lien Senior Secured Term Loan (LIBOR + 7.5%, 8.0% Cash, Acquired 03/21, Due 03/29) 20,000  19,510  20,000 
20,000  19,510  20,000 
Aquavista Watersides 2 LTD (1.0%)*(3) (7) (8) (17)
Transportation Services First Lien Senior Secured Term Loan (SONIA + 6.0%, 6.1% Cash, Acquired 12/21, Due 12/28) 6,042  5,696  5,766 
Second Lien Senior Secured Term Loan (SONIA + 10.5% PIK, Acquired 12/21, Due 12/28) 1,510  1,446  1,465 
Revolver (SONIA + 6.0%, 6.1% Cash, Acquired 12/21, Due 12/22) —  (4) (5)
7,552  7,138  7,226 
Arch Global Precision LLC (1.2%)*(7) (8) (10)
Industrial Machinery First Lien Senior Secured Term Loan (LIBOR + 4.75%, 4.8% Cash, Acquired 04/19, Due 04/26) 9,248  9,244  9,248 
9,248  9,244  9,248 
Archimede (1.1%)*(3) (7) (8) (14)
Consumer Services First Lien Senior Secured Term Loan (EURIBOR + 6.0%, 6.0% Cash, Acquired 10/20, Due 10/27) 8,415  8,761  8,255 
8,415  8,761  8,255 
Argus Bidco Limited (0.5%)*(3) (7) (8)
High Tech Industries
First Lien Senior Secured Term Loan (SONIA + 5.5%, 5.8% Cash, Acquired 12/20, Due 12/27)(16)
2,682  2,559  2,682 
First Lien Senior Secured Term Loan (LIBOR + 5.5%, 5.8% Cash, Acquired 05/21, Due 12/27)(10)
672  653  672 
3,354  3,212  3,354 
Armstrong Transport Group (Pele Buyer, LLC ) (0.5%)*(7) (8) (10)
Air Freight & Logistics First Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.8% Cash, Acquired 06/19, Due 06/24) 4,020  3,961  3,939 
4,020  3,961  3,939 
ASPEQ Heating Group LLC (1.1%)* (7) (8) (9)
Building Products, Air & Heating First Lien Senior Secured Term Loan (LIBOR + 5.25%, 6.3% Cash, Acquired 11/19, Due 11/25) 8,464  8,377  8,464 
8,464  8,377  8,464 
Astra Bidco Limited (0.7%)*(3) (7) (8) (16)
Healthcare First Lien Senior Secured Term Loan (SONIA + 5.75%, 5.8% Cash, Acquired 11/21, Due 11/28) 5,786  5,479  5,535 
5,786  5,479  5,535 
Auxi International (0.3%)*(3) (7) (8)
Commercial Finance
First Lien Senior Secured Term Loan (EURIBOR + 6.25%, 6.3% Cash, Acquired 12/19, Due 12/26)(15)
1,592  1,521  1,439 
First Lien Senior Secured Term Loan (SONIA + 6.25%, 6.3% Cash, Acquired 04/21, Due 12/26)(17)
907  897  820 
2,499  2,418  2,259 
Avance Clinical Bidco Pty Ltd (0.8%)*(3) (7) (8) (20)
Healthcare First Lien Senior Secured Term Loan (BBSY + 5.5%, 6.0% Cash, Acquired 11/21, Due 11/27) 6,457  6,040  6,158 
6,457  6,040  6,158 
33
Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2021
(Amounts in thousands, except share amounts)
Portfolio Company(6)
Industry
Type of Investment(1) (2)
Principal
Amount		 Cost Fair
Value
AVSC Holding Corp. (1.6%)* Advertising
First Lien Senior Secured Term Loan (LIBOR + 3.25%, 4.3% Cash, 0.25% PIK, Acquired 08/18, Due 03/25)(8) (10)
$ 4,867  $ 4,405  $ 4,458 
First Lien Senior Secured Term Loan (LIBOR + 4.5%, 5.5% Cash, 1.0% PIK, Acquired 08/18, Due 10/26)(8) (10)
748  693  693 
First Lien Senior Secured Term Loan (5.0% Cash, 10.0% PIK, Acquired 11/20, Due 10/26) 5,514  5,399  6,404 
11,129  10,497  11,555 
Azalea Buyer, Inc. (0.8%)*(7)
Technology
First Lien Senior Secured Term Loan (LIBOR + 5.25%, 6.3% Cash, Acquired 11/21, Due 11/27)(10)
4,606  4,496  4,494 
Subordinated Term Loan (12.0% PIK, Acquired 11/21, Due 05/28) 1,260  1,235  1,234 
Common Stock (192,307.7 shares, Acquired 11/21) 192  192 
Revolver (LIBOR + 5.25%, 6.3% Cash, Acquired 11/21, Due 11/27)(10)
—  (9) (10)
5,866  5,914  5,910 
Bariacum S.A. (0.8%)*(3) (7) (8) (14)
Consumer Products First Lien Senior Secured Term Loan (EURIBOR + 5.5%, 5.5% Cash, Acquired 11/21, Due 11/28) 6,482  6,236  6,244 
6,482  6,236  6,244 
BDP International, Inc. (f/k/a BDP Buyer, LLC) (2.0%)*(7) (8) (9)
Air Freight & Logistics First Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.8% Cash, Acquired 12/18, Due 12/24) 14,849  14,643  14,626 
14,849  14,643  14,626 
Benify (Bennevis AB)
(0.2%)*(3) (7) (8) (18)
High Tech Industries First Lien Senior Secured Term Loan (STIBOR + 5.25%, 5.3% Cash, Acquired 07/19, Due 07/26) 1,286  1,222  1,286 
1,286  1,222  1,286 
Beyond Risk Management, Inc.
(0.3%)*(7) (8) (10)
Other Financial First Lien Senior Secured Term Loan (LIBOR + 4.5%, 5.3% Cash, Acquired 10/21, Due 09/27) 2,427  2,336  2,327 
2,427  2,336  2,327 
Bidwax (1.0%)*(3) (7) (8) (14)
Non-durable Consumer Goods First Lien Senior Secured Term Loan (EURIBOR + 6.5%, 6.5% Cash, Acquired 02/21, Due 02/28) 7,960  8,062  7,741 
7,960  8,062  7,741 
BigHand UK Bidco Limited (0.1%)*(3) (7) (8) (13)
High Tech Industries First Lien Senior Secured Term Loan (GBP LIBOR + 5.25%, 5.4% Cash, Acquired 01/21, Due 01/28) 909  880  878 
909  880  878 
Black Diamond Equipment Rentals LLC (1.5%)*(7) (25)
Equipment Rental Second Lien Loan (12.5% Cash, Acquired 12/20, Due 06/22) 10,000  10,000  10,000 
Warrant (4.17 units, Acquired 12/20) 1,010  864 
10,000  11,010  10,864 
Bounteous, Inc. (0.6%)*(7) (8) (10)
Technology First Lien Senior Secured Term Loan (LIBOR + 5.0%, 6.0% Cash, Acquired 08/21, Due 08/27) 4,911  4,752  4,756 
4,911  4,752  4,756 
Brightline Trains Florida LLC (0.7%)*(7)
Transportation Senior Secured Note (8.0% Cash, Acquired 08/21, Due 01/28) 5,000  5,000  5,005 
5,000  5,000  5,005 
Brightpay Limited (0.3%)*(3) (7) (8) (14)
Technology First Lien Senior Secured Term Loan (EURIBOR + 5.25%, 5.3% Cash, Acquired 10/21, Due 10/28) 1,918  1,883  1,862 
1,918  1,883  1,862 
BrightSign LLC (1.9%)*(7)
Media & Entertainment
First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.8% Cash, Acquired 10/21, Due 10/27)(8) (10)
12,811  12,687  12,683 
LLC units (1,107,492.71 units, Acquired 10/21) 1,107  1,135 
Revolver (LIBOR + 5.75%, 6.8% Cash, Acquired 10/21, Due 10/27)(8) (10)
—  (13) (13)
12,811  13,781  13,805 
British Airways 2020-1 Class B Pass Through Trust (0.1%)* Airlines Structured Secured Note - Class B (8.4% Cash, Acquired 11/20, Due 11/28) 810  810  916 
810  810  916 
34
Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2021
(Amounts in thousands, except share amounts)
Portfolio Company(6)
Industry
Type of Investment(1) (2)
Principal
Amount		 Cost Fair
Value
British Engineering Services Holdco Limited (2.1%)*(3) (7) (8) (17)
Commercial Services & Supplies First Lien Senior Secured Term Loan (SONIA + 6.75%, 7.0% Cash, Acquired 12/20, Due 12/27) $ 15,530  $ 15,081  $ 15,406 
Revolver (SONIA + 6.75%, 7.0% Cash, Acquired 12/20, Due 06/22) —  (2) (5)
15,530  15,079  15,401 
Brown Machine Group Holdings, LLC (0.9%)*(7) (8) (9)
Industrial Equipment First Lien Senior Secured Term Loan (LIBOR + 5.25%, 6.3% Cash, Acquired 10/18, Due 10/24) 6,634  6,587  6,634 
6,634  6,587  6,634 
Cadent, LLC (f/k/a Cross MediaWorks) (0.9%)*(7) (8) (9)
Media & Entertainment First Lien Senior Secured Term Loan (LIBOR + 5.0%, 6.0% Cash, Acquired 09/18, Due 09/23) 6,913  6,888  6,913 
6,913  6,888  6,913 
CAi Software, LLC (1.2%)*(7) (8) (10)
Technology First Lien Senior Secured Term Loan (LIBOR + 6.25%, 7.3% Cash, Acquired 12/21, Due 12/28) 9,057  8,877  8,876 
Revolver (LIBOR + 6.25%, 7.3% Cash, Acquired 12/21, Due 12/28) —  (19) (19)
9,057  8,858  8,857 
Canadian Orthodontic Partners Corp.(0.2%)*(3) (7) (8) (21)
Healthcare First Lien Senior Secured Term Loan (CDOR + 6.5%, 7.5% Cash, Acquired 06/21, Due 03/26) 1,640  1,697  1,625 
1,640  1,697  1,625 
Carlson Travel, Inc (1.2%)* Business Travel Management First Lien Senior Secured Note (8.5% Cash, Acquired 11/21, Due 11/26) 6,050  5,654  6,161 
Common Stock (94,155 shares, Acquired 11/21) 1,655  3,084 
6,050  7,309  9,245 
Centralis Finco S.a.r.l. (0.1%)*(3) (7) (8) (14)
Diversified Financial Services First Lien Senior Secured Term Loan (EURIBOR + 5.25%, 5.3% Cash, Acquired 05/20, Due 05/27) 807  739  807 
807  739  807 
Ceres Pharma NV (0.6%)*(3) (7) (8) (15)
Pharmaceuticals First Lien Senior Secured Term Loan (EURIBOR + 5.5%, 5.5% Cash, Acquired 10/21, Due 10/28) 4,556  4,444  4,355 
4,556  4,444  4,355 
Cineworld Group PLC
(0.5%)*(3)
Leisure Products Super Senior Secured Term Loan (7.0% Cash, 8.3% PIK, Acquired 11/20, Due 05/24) 1,786  1,591  2,128 
Super Senior Secured Term Loan (LIBOR + 8.25%, 9.3% Cash, Acquired 07/21, Due 05/24)(8) (11)
994  961  1,054 
Warrants (553,375 units, Acquired 12/20) 102  244 
2,780  2,654  3,426 
Classic Collision (Summit Buyer, LLC) (1.7%)*(7) (8) (10)
Auto Collision Repair Centers First Lien Senior Secured Term Loan (LIBOR + 5.0%, 6.0% Cash, Acquired 01/20, Due 01/26) 12,587  12,384  12,448 
12,587  12,384  12,448 
CM Acquisitions Holdings Inc. (2.6%)*(7) (8) (10)
Internet & Direct Marketing First Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.8% Cash, Acquired 05/19, Due 05/25) 19,106  18,897  19,106 
19,106  18,897  19,106 
CMT Opco Holding, LLC (Concept Machine) (0.6%)*(7)
Distributors
First Lien Senior Secured Term Loan (LIBOR + 5.0%, 6.0% Cash, Acquired 01/20, Due 01/25)(8) (10)
4,144  4,090  3,999 
LLC Units (8,782 units, Acquired 01/20) 352  227 
4,144  4,442  4,226 
Coastal Marina Holdings, LLC (2.4%)*(7)
Other Financial Subordinated Term Loan (10.0% PIK, Acquired 11/21, Due 11/31) 17,608  15,965  15,966 
LLC Units (547,591 units, Acquired 11/21) 1,643  1,643 
17,608  17,608  17,609 
Cobham Slip Rings SAS (0.6%)*(3) (7) (8) (10)
Diversified Manufacturing First Lien Senior Secured Term Loan (LIBOR + 6.25%, 6.4% Cash, Acquired 11/21, Due 11/28) 4,303  4,199  4,196 
4,303  4,199  4,196 
35
Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2021
(Amounts in thousands, except share amounts)
Portfolio Company(6)
Industry
Type of Investment(1) (2)
Principal
Amount		 Cost Fair
Value
Command Alkon (Project Potter Buyer, LLC) (1.9%)*(7)
Software
First Lien Senior Secured Term Loan (LIBOR + 8.25%, 9.3% Cash, Acquired 04/20, Due 04/27)(8) (9)
$ 13,779  $ 13,290  $ 13,658 
Class A Units (90.384 units, Acquired 04/20) 90  101 
Class B Units (33,324.69 units, Acquired 04/20) —  186 
13,779  13,380  13,945 
Contabo Finco S.À R.L (0.8%)*(3) (7) (8) (16)
Internet Software & Services First Lien Senior Secured Term Loan (SONIA + 5.25%, 5.3% Cash, Acquired 11/21, Due 10/26) 5,949  5,819  5,830 
5,949  5,819  5,830 
Coyo Uprising GmbH (0.6%)*(3) (7)
Technology
First Lien Senior Secured Term Loan (EURIBOR + 6.5%, 6.5% Cash, Acquired 09/21, Due 09/28)(8) (14)
4,062  4,050  3,938 
Class A Units (440.0 units, Acquired 09/21) 205  587 
Class B Units (191.0 units, Acquired 09/21) 446  252 
4,062  4,701  4,777 
Crash Champions (1.9%)*(7) (8) (10)
Automotive First Lien Senior Secured Term Loan (LIBOR + 5.0%, 6.0% Cash, Acquired 05/21, Due 08/25) 14,567  14,040  13,968 
14,567  14,040  13,968 
CSL DualCom (0.2%)*(3) (7) (8) (13)
Tele-communications First Lien Senior Secured Term Loan (GBP LIBOR + 5.5%, 5.5% Cash, Acquired 09/20, Due 09/27) 1,341  1,203  1,301 
1,341  1,203  1,301 
Custom Alloy Corporation (4.0%)*(7) (24) (25)
Manufacturer of Pipe Fittings & Forgings Second Lien Loan (15.0% PIK, Acquired 12/20, Due 04/22) 45,000  37,043  27,450 
Revolver (15.0% PIK, Acquired 12/20, Due 04/22) 4,255  3,738  2,596 
49,255  40,781  30,046 
CVL 3 (1.3%)*(3) (7) (8)
Capital Equipment
First Lien Senior Secured Term Loan (EURIBOR + 5.5%, 5.5% Cash, Acquired 12/21, Due 12/28)(14)
5,913  5,724  5,766 
First Lien Senior Secured Term Loan (SOFR + 5.5%, 5.5% Cash, Acquired 12/21, Due 12/28)(22)
3,382  3,298  3,298 
6-Month Bridge Term Loan (EURIBOR + 5.5%, 5.5% Cash, Acquired 12/21, Due 06/22)(14)
796  772  788 
10,091  9,794  9,852 
CW Group Holdings, LLC (0.4%)*(7)
High Tech Industries
First Lien Senior Secured Term Loan (LIBOR + 6.0%, 7.0% Cash, Acquired 01/21, Due 01/27)(8) (10)
2,817  2,762  2,774 
LLC Units (161,290.32 units, Acquired 01/21) 161  112 
2,817  2,923  2,886 
Dart Buyer, Inc. (1.6%)*(3) (7) (8) (10)
Aerospace & Defense First Lien Senior Secured Term Loan (LIBOR + 5.25%, 6.3% Cash, Acquired 04/19, Due 04/25) 12,217  12,047  11,734 
12,217  12,047  11,734 
DecksDirect, LLC (0.1%)*(7)
Building Materials
First Lien Senior Secured Term Loan (LIBOR + 6.0%, 7.0% Cash, Acquired 12/21, Due 12/26)(8) (9)
727  713  713 
Revolver (LIBOR + 6.0%, 7.0% Cash, Acquired 12/21, Due 12/26)(8) (10)
—  (4) (4)
LLC Units (1,280.8 units, Acquired 12/21) 55  55 
727  764  764 
Discovery Education, Inc. (1.6%)*(7) (8) (10)
Publishing First Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.8% Cash, Acquired 10/20, Due 10/26) 11,815  11,626  11,815 
11,815  11,626  11,815 
Distinct Holdings, Inc. (0.9%)*(7) (8) (9)
Systems Software First Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.8% Cash, Acquired 04/19, Due 12/23) 6,880  6,841  6,715 
6,880  6,841  6,715 
Dragon Bidco (0.4%)*(3) (7) (8) (15)
Technology First Lien Senior Secured Term Loan (EURIBOR + 6.75%, 6.8% Cash, Acquired 04/21, Due 04/28) 2,729  2,812  2,676 
2,729  2,812  2,676 
DreamStart Bidco SAS (d/b/a SmartTrade) (0.3%)*(3) (7) (8) (15)
Diversified Financial Services First Lien Senior Secured Term Loan (EURIBOR + 5.25%, 5.3% Cash, Acquired 03/20, Due 03/27) 2,418  2,295  2,385 
2,418  2,295  2,385 
36
Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2021
(Amounts in thousands, except share amounts)
Portfolio Company(6)
Industry
Type of Investment(1) (2)
Principal
Amount		 Cost Fair
Value
Dune Group (0.2%)*(3) (7) (8)
Health Care Equipment
First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.0% Cash, Acquired 09/21, Due 09/28)(10)
$ 1,230  $ 1,205  $ 1,202 
First Lien Senior Secured Term Loan (EURIBOR + 5.75%, 5.8% Cash, Acquired 09/21, Due 09/28)(14)
131  105  113 
1,361  1,310  1,315 
Dwyer Instruments, Inc. (0.6%)*(7) (8) (10)
Electric
 First Lien Senior Secured Term Loan (LIBOR + 5.50%, 6.3% Cash, Acquired 07/21, Due 07/27) 4,563  4,452  4,516 
4,563  4,452  4,516 
Echo Global Logistics, Inc. (2.0%)*(7)
Air Transportation
Second Lien Senior Secured Term Loan (LIBOR + 7.25%, 8.0% Cash, Acquired 11/21, Due 11/29)(8) (10)
14,469  14,210  14,216 
Partnership Equity (530.92 units, Acquired 11/21) 531  531 
14,469  14,741  14,747 
Ellkay, LLC (0.7%)*(7) (8) (10)
Healthcare & Pharmaceuticals First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.8% Cash, Acquired 09/21, Due 09/27) 4,988  4,892  4,898 
4,988  4,892  4,898 
EMI Porta Holdco LLC (1.2%)*(7) (8) (10)
Diversified Manufacturing First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.5% Cash, Acquired 12/21, Due 12/27) 9,576  9,141  9,136 
Revolver (LIBOR + 5.75%, 6.5% Cash, Acquired 12/21, Due 12/27) —  (59) (59)
9,576  9,082  9,077 
Entact Environmental Services, Inc. (0.8%)*(7) (8) (10)
Environmental Industries First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.8% Cash, Acquired 02/21, Due 12/25) 5,705  5,657  5,631 
5,705  5,657  5,631 
EPS NASS Parent, Inc. (0.8%)*(7) (8) (10)
Electrical Components & Equipment First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.8% Cash, Acquired 04/21, Due 04/28) 5,813  5,695  5,715 
5,813  5,695  5,715 
Eshipping, LLC (0.8%)*(7) (8)
Transportation Services
First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.8% Cash, Acquired 11/21, Due 11/27)(9)
5,965  5,799  5,795 
Revolver (LIBOR + 5.75%, 6.8% Cash, Acquired 11/21, Due 12/27)(10)
255  226  225 
6,220  6,025  6,020 
F24 (Stairway BidCo Gmbh) (0.2%)*(3) (7) (8) (14)
Software Services First Lien Senior Secured Term Loan (EURIBOR + 6.0%, 6.0% Cash, Acquired 08/20, Due 08/27) 1,621  1,649  1,621 
1,621  1,649  1,621 
Ferrellgas L.P. (0.4%)*(3) (7)
Oil & Gas Equipment & Services OpCo Preferred Units (2,886 units, Acquired 03/21) 2,799  3,146 
2,799  3,146 
Fineline Technologies, Inc. (0.2%)*(7) (8) (10)
Consumer Services First Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.8% Cash, Acquired 02/21, Due 02/28) 1,306  1,283  1,306 
1,306  1,283  1,306 
FitzMark Buyer, LLC (0.6%)*(7) (8) (10)
Cargo & Transportation First Lien Senior Secured Term Loan (LIBOR + 4.5%, 5.5% Cash, Acquired 12/20, Due 12/26) 4,269  4,197  4,184 
4,269  4,197  4,184 
Flexential Issuer, LLC (2.1%)* Information Technology Structured Secured Note - Class C (6.9% Cash, Acquired 11/21, Due 11/51) 16,000  14,817  15,609 
16,000  14,817  15,609 
FragilePak LLC (0.7%)*(7)
Transportation Services
First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.8% Cash, Acquired 05/21, Due 05/27)(8) (9)
4,697  4,519  4,541 
Partnership Units (937.5 units, Acquired 05/21) 938  926 
4,697  5,457  5,467 
Front Line Power Construction LLC (0.5%)* Construction Machinery
First Lien Senior Secured Term Loan (LIBOR + 12.5%, 13.5% Cash, Acquired 11/21, Due 11/28)(7) (8) (10)
4,000  3,872  3,880 
Common Stock (50,848 shares, Acquired 11/21) 130  111 
4,000  4,002  3,991 
37
Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2021
(Amounts in thousands, except share amounts)
Portfolio Company(6)
Industry
Type of Investment(1) (2)
Principal
Amount		 Cost Fair
Value
FSS Buyer LLC (0.9%)*(7)
Technology
First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.5% Cash, Acquired 08/21, Due 08/28)(8) (10)
$ 6,913  $ 6,773  $ 6,790 
LP Interest (1,160.9 units, Acquired 08/21) 12  30 
LP Units (5,104.32 units, Acquired 08/21) 51  132 
6,913  6,836  6,952 
GTM Intermediate Holdings, Inc. (2.0%)*(7) (25)
Medical Equipment Manufacturer Second Lien Loan (11.0% Cash, 1.0% PIK, Acquired 12/20, Due 12/24) 11,500  11,449  11,500 
Series A Preferred Units (1,434,472.41 units) 2,166  2,290 
Series C Preferred Units (715,649.59 units) 1,081  1,184 
11,500  14,696  14,974 
Gulf Finance, LLC (0.1%)*(8) (9)
Oil & Gas Exploration & Production First Lien Senior Secured Term Loan (LIBOR + 6.75%, 7.8% Cash, Acquired 11/21, Due 08/26) 832  799  774 
832  799  774 
Hawaiian Airlines 2020-1 Class B Pass Through Certificates (1.0%)* Airlines Structured Secured Note - Class B (11.3% Cash, Acquired 08/20, Due 09/25) 6,093  6,093  7,213 
6,093  6,093  7,213 
Heartland Veterinary Partners, LLC (1.2%)*(7)
Healthcare Subordinated Term Loan (11.0% PIK, Acquired 11/21, Due 11/28) 9,343  9,096  9,093 
9,343  9,096  9,093 
Heartland, LLC (1.9%)*(7) (8) (10)
Business Services First Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.8% Cash, Acquired 08/19, Due 08/25) 14,075  13,976  13,794 
14,075  13,976  13,794 
Heavy Construction Systems Specialists, LLC (1.0%)*(7) (8) (10)
Technology First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.5% Cash, Acquired 11/21, Due 11/27) 7,368  7,199  7,221 
Revolver (LIBOR + 5.75%, 6.5% Cash, Acquired 11/21, Due 11/27) —  (54) (53)
7,368  7,145  7,168 
Heilbron (f/k/a Sucsez (Bolt Bidco B.V.)) (1.2%)*(3) (7) (8) (15)
Insurance First Lien Senior Secured Term Loan (EURIBOR + 5.0%, 5.0% Cash, Acquired 09/19, Due 09/26) 8,789  9,380  8,612 
8,789  9,380  8,612 
Highpoint Global LLC (0.7%)*(7) (25)
Government Services Second Lien Note (12.0% Cash, 2.0% PIK, Acquired 12/20, Due 09/22) 5,416  5,395  5,416 
5,416  5,395  5,416 
Home Care Assistance, LLC (0.5%)*(7) (8) (10)
Healthcare & Pharmaceuticals First Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.8% Cash, Acquired 03/21, Due 03/27) 3,830  3,762  3,753 
3,830  3,762  3,753 
HTI Technology & Industries (3.0%)* (7) (25)
Electronic Component Manufacturing Second Lien Note (12.0% Cash, 4.8% PIK, Acquired 12/20, Due 09/24) 22,746  22,096  22,215 
22,746  22,096  22,215 
HW Holdco, LLC (Hanley Wood LLC) (1.8%)*(7) (8) (9)
Advertising First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.8% Cash, Acquired 12/18, Due 12/24) 13,437  13,189  13,137 
13,437  13,189  13,137 
IGL Holdings III Corp. (0.6%)*(7) (8) (10)
Commercial Printing First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.8% Cash, Acquired 11/20, Due 11/26) 4,324  4,231  4,268 
4,324  4,231  4,268 
IM Analytics Holding, LLC (d/b/a NVT) (0.9%)*(7) (8)
Electronic Instruments & Components
First Lien Senior Secured Term Loan (LIBOR + 7.0%, 8.0% Cash, Acquired 11/19, Due 11/23)(10)
8,126  8,085  6,603 
Warrant (68,950 units, Acquired 11/19) —  — 
8,126  8,085  6,603 
IM Square (0.9%)*(3) (7) (8) (15)
Banking, Finance, Insurance & Real Estate First Lien Senior Secured Term Loan (EURIBOR + 5.25%, 5.3% Cash, Acquired 05/21, Due 04/28) 7,051  7,232  6,938 
7,051  7,232  6,938 
38
Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2021
(Amounts in thousands, except share amounts)
Portfolio Company(6)
Industry
Type of Investment(1) (2)
Principal
Amount		 Cost Fair
Value
Infoniqa Holdings GmbH (1.2%)*(3) (7) (8) (14)
Technology First Lien Senior Secured Term Loan (EURIBOR + 5.25%, 5.3% Cash, Acquired 11/21, Due 11/28) $ 9,243  $ 8,947  $ 8,989 
9,243  8,947  8,989 
Innovad Group II BV (0.8%)*(3) (7) (8) (14)
Beverage, Food & Tobacco First Lien Senior Secured Term Loan (EURIBOR + 5.75%, 5.8% Cash, Acquired 04/21, Due 04/28) 6,256  6,321  5,876 
6,256  6,321  5,876 
INOS 19-090 GmbH (0.7%)*(3) (7) (8) (14)
Aerospace & Defense First Lien Senior Secured Term Loan (EURIBOR + 6.13%, 6.1% Cash, Acquired 12/20, Due 12/27) 5,271  5,495  5,263 
5,271  5,495  5,263 
ISS#2, LLC (d/b/a Industrial Services Solutions) (0.9%)*(7) (8) (10)
Commercial Services & Supplies First Lien Senior Secured Term Loan (LIBOR + 5.5%, 6.5% Cash, Acquired 02/20, Due 02/26) 6,737  6,639  6,407 
6,737  6,639  6,407 
ITI Intermodal, Inc. (0.1%)*(7) (8)
Transportation Services
First Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.8% Cash, Acquired 12/21, Due 12/27)(9)
721  705  705 
Revolver (LIBOR + 4.75%, 5.8% Cash, Acquired 12/21, Due 12/27)(10)
—  (2) (2)
721  703  703 
Jade Bidco Limited (Jane's)
(0.3%)*(3) (7) (8) (11)
Aerospace & Defense First Lien Senior Secured Term Loan (LIBOR + 4.5%, 4.5% Cash, 2.0% PIK, Acquired 11/19, Due 12/26) 2,315  2,257  2,315 
2,315  2,257  2,315 
Jaguar Merger Sub Inc. (0.3%)*(7) (8) (10)
Other Financial First Lien Senior Secured Term Loan (LIBOR + 5.25%, 6.3% Cash, Acquired 12/21, Due 09/24) 2,543  2,487  2,486 
Revolver (LIBOR + 5.25%, 6.3% Cash, Acquired 12/21, Due 09/24) (6) (6)
2,543  2,481  2,480 
Jedson Engineering, Inc. (0.4%)*(7) (25)
Engineering & Construction Management First Lien Loan (12.0% Cash, Acquired 12/20, Due 06/24) 2,650  2,650  2,650 
2,650  2,650  2,650 
JetBlue 2019-1 Class B Pass Through Trust (0.6%)* Airlines Structured Secured Note - Class B (8.0% Cash, Acquired 08/20, Due 11/27) 4,165  4,165  4,805 
4,165  4,165  4,805 
JF Acquisition, LLC (0.5%)*(7) (8) (10)
Automotive First Lien Senior Secured Term Loan (LIBOR + 5.5%, 6.5% Cash, Acquired 05/21, Due 07/24) 3,866  3,763  3,711 
3,866  3,763  3,711 
Kano Laboratories LLC (1.2%)*(7)
Chemicals, Plastics & Rubber
First Lien Senior Secured Term Loan (LIBOR + 5.0%, 6.0% Cash, Acquired 11/20, Due 11/26)(8) (11)
9,002  8,773  8,728 
Partnership Equity (203.2 units, Acquired 11/20) 203  205 
9,002  8,976  8,933 
Kene Acquisition, Inc. (En Engineering) (1.0%)*(7) (8) (9)
Oil & Gas Equipment & Services First Lien Senior Secured Term Loan (LIBOR + 4.25%, 5.3% Cash, Acquired 08/19, Due 08/26) 7,225  7,125  7,080 
7,225  7,125  7,080 
Kid Distro Holdings, LLC (1.3%)*(7)
Media & Entertainment
First Lien Senior Secured Term Loan (LIBOR + 6.0%, 7.0% Cash, Acquired 10/21, Due 10/27)(8) (10)
9,362  9,168  9,174 
Partnership Equity (637,677.11 units, Acquired 10/21) 638  638 
9,362  9,806  9,812 
Kona Buyer, LLC (1.2%)*(7) (8) (10)
High Tech Industries First Lien Senior Secured Term Loan (LIBOR + 5.5%, 6.3% Cash, Acquired 12/20, Due 12/27) 8,994  8,785  8,994 
8,994  8,785  8,994 
LAF International (0.2%)*(3) (7) (8) (15)
Healthcare & Pharmaceuticals First Lien Senior Secured Term Loan (EURIBOR + 6.0%, 6.0% Cash, Acquired 03/21, Due 03/28) 1,478  1,543  1,446 
1,478  1,543  1,446 
39
Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2021
(Amounts in thousands, except share amounts)
Portfolio Company(6)
Industry
Type of Investment(1) (2)
Principal
Amount		 Cost Fair
Value
Lambir Bidco Limited (0.9%)*(3) (7)
Healthcare
First Lien Senior Secured Term Loan (EURIBOR + 6.0%, 6.0% Cash, Acquired 12/21, Due 12/28)(8) (14)
$ 5,017  $ 4,770  $ 4,810 
Second Lien Senior Secured Term Loan (12.0% PIK, Acquired 12/21, Due 06/29) 1,417  1,363  1,375 
Revolver (EURIBOR + 6.0%, 6.0% Cash, Acquired 12/21, Due 12/24)(8) (14)
314  292  295 
6,748  6,425  6,480 
Learfield Communications, LLC (1.1%)* Broadcasting
First Lien Senior Secured Term Loan (LIBOR + 3.25%, 4.3% Cash, Acquired 08/20, Due 12/23)(8) (9)
135  95  128 
First Lien Senior Secured Term Loan (LIBOR + 3.0%, 3.0% Cash, 10.2% PIK, Acquired 08/20, Due 12/23)(10)
7,954  7,909  7,959 
8,089  8,004  8,087 
Legal Solutions Holdings (0.8%)*(7) (24) (25)
Business Services Senior Subordinated Loan (16.0% PIK, Acquired 12/20, Due 03/22) 11,836  10,129  5,918 
11,836  10,129  5,918 
LivTech Purchaser, Inc. (0.1%)*(7) (8) (10)
Business Services First Lien Senior Secured Term Loan (LIBOR + 5.0%, 6.0% Cash, Acquired 01/21, Due 12/25) 918  908  910 
918  908  910 
Marmoutier Holding B.V. (0.3%)*(3) (7) (8) (14)
Consumer Products First Lien Senior Secured Term Loan (EURIBOR + 5.75%, 5.8% Cash, Acquired 12/21, Due 12/28) 1,944  1,872  1,880 
Revolver (EURIBOR + 5.0%, 5.0% Cash, Acquired 12/21, Due 06/27) —  (4) (4)
1,944  1,868  1,876 
MC Group Ventures Corporation (0.6%)*(7)
Business Services
First Lien Senior Secured Term Loan (LIBOR + 5.5%, 6.5% Cash, Acquired 07/21, Due 06/27)(8) (10)
3,687  3,598  3,656 
Partnership Units (746.66 units, Acquired 06/21) 747  761 
3,687  4,345  4,417 
Media Recovery, Inc. (SpotSee) (1.0%)*(7) (8)
Containers, Packaging & Glass
First Lien Senior Secured Term Loan (LIBOR + 6.0%, 7.0% Cash, Acquired 11/19, Due 11/25)(10)
2,933  2,892  2,933 
First Lien Senior Secured Term Loan (GBP LIBOR + 6.0%, 7.0% Cash, Acquired 12/20, Due 11/25)(12)
4,442  4,303  4,442 
7,375  7,195  7,375 
Medical Solutions Parent Holdings, Inc. (0.6%)*(8) (10)
Healthcare Second Lien Senior Secured Term Loan (LIBOR + 7.0%, 7.5% Cash, Acquired 11/21, Due 11/29) 4,421  4,377  4,362 
4,421  4,377  4,362 
MNS Buyer, Inc. (0.1%)*(7)
Construction & Building
First Lien Senior Secured Term Loan (LIBOR + 5.5%, 6.5% Cash, Acquired 08/21, Due 08/27)(8) (9)
921  903  905 
Partnership Units (76.92 Units, Acquired 08/21) 77  78 
921  980  983 
Modern Star Holdings Bidco Pty Limited. (1.1%)*(3) (7) (8) (19)
Non-durable Consumer Goods First Lien Senior Secured Term Loan (BBSY + 6.25%, 6.8% Cash, Acquired 12/20, Due 12/26) 8,368  8,281  8,299 
8,368  8,281  8,299 
MSG National Properties (0.3%)*(3) (7) (8) (10)
Hotel, Gaming, & Leisure First Lien Senior Secured Term Loan (LIBOR + 6.25%, 7.0% Cash, Acquired 11/20, Due 11/25) 2,437  2,378  2,486 
2,437  2,378  2,486 
Murphy Midco Limited (0.7%)*(3) (7) (8) (13)
Media, Diversified & Production First Lien Senior Secured Term Loan (GBP LIBOR + 4.75%, 4.8% Cash, Acquired 11/20, Due 11/27) 5,252  4,951  5,104 
5,252  4,951  5,104 
Music Reports, Inc. (1.0%)*(7) (8) (10)
Media & Entertainment First Lien Senior Secured Term Loan (LIBOR + 6.0%, 7.0% Cash, Acquired 08/20, Due 08/26) 7,462  7,288  7,313 
7,462  7,288  7,313 
40
Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2021
(Amounts in thousands, except share amounts)
Portfolio Company(6)
Industry
Type of Investment(1) (2)
Principal
Amount		 Cost Fair
Value
Narda Acquisitionco., Inc. (0.8%)*(7)
Aerospace & Defense
First Lien Senior Secured Term Loan (LIBOR + 5.25%, 6.3% Cash, Acquired 12/21, Due 12/27)(8) (10)
$ 5,680  $ 5,581  $ 5,580 
Revolver (LIBOR + 5.25%, 6.3% Cash, Acquired 12/21, Due 12/27)(8) (10)
—  (23) (23)
Class A Preferred Stock (4,587.38 shares, Acquired 12/21) 459  459 
Class B Common Stock (509.71 shares, Acquired 12/21) 51  51 
5,680  6,068  6,067 
Navia Benefit Solutions, Inc. (0.4%)* (7) (8) (10)
Healthcare & Pharmaceuticals First Lien Senior Secured Term Loan (LIBOR + 5.25%, 6.3% Cash, Acquired 02/21, Due 02/27) 2,727  2,668  2,703 
2,727  2,668  2,703 
Nexus Underwriting Management Limited (0.2%)*(3) (7) (8) (17)
Other Financial First Lien Senior Secured Term Loan (SONIA + 5.25%, 5.3% Cash, Acquired 12/21, Due 10/28) 1,691  1,620  1,630 
First Lien Senior Secured Term Loan (SONIA + 5.25%, 5.3% Cash, Acquired 12/21, Due 04/22) 103  102  101 
1,794  1,722  1,731 
NGS US Finco, LLC (f/k/a Dresser Natural Gas Solutions) (0.6%)*(7) (8) (9)
Energy Equipment & Services First Lien Senior Secured Term Loan (LIBOR + 4.25%, 5.3% Cash, Acquired 10/18, Due 10/25) 4,753  4,734  4,677 
4,753  4,734  4,677 
Northstar Recycling, LLC (0.3%)*(7) (8) (10)
Environmental Industries First Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.8% Cash, Acquired 10/21, Due 09/27) 2,500  2,452  2,450 
2,500  2,452  2,450 
OA Buyer, Inc. (1.1%)*(7)
Healthcare
First Lien Senior Secured Term Loan (LIBOR + 6.0%, 6.8% Cash, Acquired 12/21, Due 12/28)(8) (10)
8,501  8,331  8,331 
Revolver (LIBOR + 6.0%, 6.8% Cash, Acquired 12/21, Due 12/28)(8) (10)
—  (27) (27)
Partnership Units (210,920.11 units, Acquired 12/21) 211  211 
8,501  8,515  8,515 
Odeon Cinemas Group Limited (0.5%)*(3) (7)
Hotel, Gaming, & Leisure First Lien Senior Secured Term Loan (10.8% Cash, Acquired 02/21, Due 08/23) 3,954  4,055  4,033 
3,954  4,055  4,033 
OG III B.V. (0.4%)*(3) (7) (8) (14)
Containers & Glass Products First Lien Senior Secured Term Loan (EURIBOR + 5.75%, 5.8% Cash, Acquired 06/21, Due 06/28) 2,916  2,997  2,843 
2,916  2,997  2,843 
Omni Intermediate Holdings, LLC (1.5%)*(7) (8) (9)
Transportation First Lien Senior Secured Term Loan (LIBOR + 5.0%, 6.0% Cash, Acquired 12/20, Due 12/26) 11,831  11,461  11,491 
11,831  11,461  11,491 
Options Technology Ltd.
(0.3%)*(3) (7) (8) (10)
Computer Services First Lien Senior Secured Term Loan (LIBOR + 4.5%, 5.5% Cash, Acquired 12/19, Due 12/25) 2,313  2,282  2,267 
2,313  2,282  2,267 
Oracle Vision Bidco Limited (0.4%)*(3) (7) (8) (17)
Healthcare First Lien Senior Secured Term Loan (SONIA + 5.25%, 5.3% Cash, Acquired 06/21, Due 05/28) 3,100  3,141  3,028 
3,100  3,141  3,028 
Origin Bidco Limited (0.1%)*(3) (7) (8)
Technology
First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.8% Cash, Acquired 06/21, Due 06/28)(10)
597  582  584 
First Lien Senior Secured Term Loan (EURIBOR + 5.75%, 5.8% Cash, Acquired 06/21, Due 06/28)(14)
377  394  369 
974  976  953 
OSP Hamilton Purchaser, LLC (0.3%)*(7) (8)
Technology
First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.8% Cash, Acquired 12/21, Due 12/27)(9)
2,281  2,235  2,235 
Revolver (LIBOR + 5.75%, 6.8% Cash, Acquired 12/21, Due 12/27)(10)
—  (4) (4)
2,281  2,231  2,231 
Pacific Health Supplies Bidco Pty Limited (1.1%)*(3) (7) (8) (20)
Healthcare & Pharmaceuticals First Lien Senior Secured Term Loan (BBSY + 6.0%, 6.5% Cash, Acquired 12/20, Due 12/25) 8,779  8,730  8,529 
8,779  8,730  8,529 
41
Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2021
(Amounts in thousands, except share amounts)
Portfolio Company(6)
Industry
Type of Investment(1) (2)
Principal
Amount		 Cost Fair
Value
Pare SAS (SAS Maurice MARLE) (0.6%)*(3) (7) (14)
Health Care Equipment First Lien Senior Secured Term Loan (EURIBOR + 6.75%, 6.8% Cash, Acquired 12/19, Due 12/26) $ 4,638  $ 4,478  $ 4,638 
4,638  4,478  4,638 
Patriot New Midco 1 Limited (Forensic Risk Alliance) (0.9%)*(3) (7) (8)
Diversified Financial Services
First Lien Senior Secured Term Loan (LIBOR + 6.75%, 7.8% Cash, Acquired 02/20, Due 02/27)(10)
3,764  3,685  3,591 
First Lien Senior Secured Term Loan (EURIBOR + 6.75%, 6.8% Cash, Acquired 02/20, Due 02/27)(14)
3,216  3,017  3,068 
6,980  6,702  6,659 
PDQ.Com Corporation (1.2%)*(7)
Business Equipment & Services
First Lien Senior Secured Term Loan (LIBOR + 5.0%, 6.0% Cash, Acquired 08/21, Due 08/27)(8) (10)
9,062  8,710  8,707 
Class A-2 Partnership Units (26.32 units, Acquired 08/21) 29  29 
9,062  8,739  8,736 
Permaconn Bidco Ltd (2.0%)*(3) (7) (8) (19)
Tele-communications First Lien Senior Secured Term Loan (BBSY + 6.5%, 6.5% Cash, Acquired 12/21, Due 12/27) 15,012  14,386  14,599 
15,012  14,386  14,599 
Polara Enterprises, LLC (0.6%)*(7)
Capital Equipment
First Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.8% Cash, Acquired 12/21, Due 12/27)(8) (10)
4,243  4,159  4,158 
Revolver (LIBOR + 4.75%, 5.8% Cash, Acquired 12/21, Due 12/27)(8) (10)
—  (11) (11)
Partnership Units (3,820.44 units, Acquired 12/21) 382  382 
4,243  4,530  4,529 
Policy Services Company, LLC (5.9%)*(7)
Property & Casualty Insurance
First Lien Senior Secured Term Loan (LIBOR + 6.0%, 7.0% Cash, 4.0% PIK, Acquired 12/21, Due 06/26)(8) (10)
45,831  44,018  44,008 
Warrants - Class A (28,260 units, Acquired 12/21) —  — 
Warrants - Class B (9,537 units, Acquired 12/21) —  — 
Warrants - Class CC (980 units, Acquired 12/21) —  — 
Warrants - Class D (2,520 units, Acquired 12/21) —  — 
45,831  44,018  44,008 
Premium Franchise Brands, LLC (2.0%)*(7) (8) (10)
Research & Consulting Services First Lien Senior Secured Term Loan (LIBOR + 6.25%, 7.3% Cash, Acquired 12/20, Due 12/26) 14,853  14,597  14,556 
14,853  14,597  14,556 
Premium Invest (0.5%)*(3) (7) (8) (14)
Brokerage, Asset Managers & Exchanges First Lien Senior Secured Term Loan (EURIBOR + 6.0%, 6.0% Cash, Acquired 06/21, Due 06/28) 4,094  4,113  4,010 
4,094  4,113  4,010 
Preqin MC Limited (0.4%)*(3) (7) (8) (23)
Banking, Finance, Insurance & Real Estate First Lien Senior Secured Term Loan (SOFR + 5.5%, 5.5% Cash, Acquired 08/21, Due 07/28) 2,789  2,695  2,764 
2,789  2,695  2,764 
Process Equipment, Inc. (ProcessBarron) (0.8%)*(7) (8) (10)
Industrial Air & Material Handling Equipment First Lien Senior Secured Term Loan (LIBOR + 5.25%, 6.3% Cash, Acquired 03/19, Due 03/25) 6,174  6,115  5,945 
6,174  6,115  5,945 
Professional Datasolutions, Inc. (PDI) (0.2%)*(7) (8) (10)
Application Software First Lien Senior Secured Term Loan (LIBOR + 4.5%, 5.5% Cash, Acquired 03/19, Due 10/24) 1,836  1,833  1,809 
1,836  1,833  1,809 
Protego Bidco B.V. (0.5%)*(3) (7) (8) (14)
Aerospace & Defense First Lien Senior Secured Term Loan (EURIBOR + 5.25%, 5.3% Cash, Acquired 03/21, Due 03/27) 2,227  2,269  2,195 
First Lien Senior Secured Term Loan (EURIBOR + 6.0%, 6.0% Cash, Acquired 03/21, Due 03/28) 1,548  1,561  1,495 
3,775  3,830  3,690 
QPE7 SPV1 BidCo Pty Ltd (0.2%)*(3) (7) (8) (20)
Consumer Cyclical First Lien Senior Secured Term Loan (BBSY + 5.5%, 6.0% Cash, Acquired 09/21, Due 09/26) 1,632  1,564  1,605 
1,632  1,564  1,605 
Questel Unite (0.9%)*(3) (7) (8) (10)
Business Services First Lien Senior Secured Term Loan (LIBOR + 6.25%, 6.8% Cash, Acquired 12/20, Due 12/27) 6,892  6,802  6,851 
6,892  6,802  6,851 
42
Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2021
(Amounts in thousands, except share amounts)
Portfolio Company(6)
Industry
Type of Investment(1) (2)
Principal
Amount		 Cost Fair
Value
Recovery Point Systems, Inc.
(1.6%)*(7)
Technology
First Lien Senior Secured Term Loan (LIBOR + 6.5%, 7.5% Cash, Acquired 08/20, Due 08/26)(8) (10)
$ 11,648  $ 11,460  $ 11,648 
Partnership Equity (187,235 units, Acquired 03/21) 187  150 
11,648  11,647  11,798 
Renovation Parent Holdings, LLC
(0.7%)*(7)
Home Furnishings
First Lien Senior Secured Term Loan (LIBOR + 5.5%, 6.5% Cash, Acquired 11/21, Due 11/27)(8) (11)
4,854  4,735  4,733 
Partnership Equity (197,368.42 units, Acquired 11/21) 197  203 
4,854  4,932  4,936 
REP SEKO MERGER SUB LLC
(1.0%)* (7) (8) (10)
Air Freight & Logistics First Lien Senior Secured Term Loan (LIBOR + 5.0%, 6.0% Cash, Acquired 12/20, Due 12/26) 7,614  7,416  7,478 
7,614  7,416  7,478 
Resonetics, LLC (0.5%)*(7) (8) (10)
Health Care Equipment Second Lien Senior Secured Term Loan (LIBOR + 7.0%, 7.8% Cash, Acquired 04/21, Due 04/29) 4,011  3,934  3,930 
4,011  3,934  3,930 
Reward Gateway (UK) Ltd (0.4%)*(3) (7) (8) (17)
Precious Metals & Minerals First Lien Senior Secured Term Loan (SONIA + 6.75%, 6.8% Cash, Acquired 08/21, Due 06/28) 2,869  2,807  2,776 
2,869  2,807  2,776 
Riedel Beheer B.V. (0.3%)*(3) (7) (8) (14)
Food & Beverage First Lien Senior Secured Term Loan (EURIBOR + 5.5%, 5.5% Cash, Acquired 12/21, Due 12/28) 1,899  1,835  1,843 
Revolver (EURIBOR + 5.5%, 5.5% Cash, Acquired 12/21, Due 06/28) —  (5) (5)
Super Senior Secured Term Loan (EURIBOR + 5.5%, 5.5% Cash, Acquired 12/21, Due 12/28) 230  222  223 
2,129  2,052  2,061 
RPX Corporation (1.0%)*(7) (8) (10)
Research & Consulting Services First Lien Senior Secured Term Loan (LIBOR + 6.0%, 7.0% Cash, Acquired 10/20, Due 10/25) 7,612  7,426  7,455 
7,612  7,426  7,455 
Ruffalo Noel Levitz, LLC
(1.3%)*(7) (8) (10)
Media Services First Lien Senior Secured Term Loan (LIBOR + 6.0%, 7.0% Cash, Acquired 01/19, Due 05/24) 9,543  9,524  9,543 
9,543  9,524  9,543 
Safety Products Holdings, LLC (1.6%)*(7)
Non-durable Consumer Goods
First Lien Senior Secured Term Loan (LIBOR + 6.0%, 7.0% Cash, Acquired 12/20, Due 12/26)(8) (9)
12,026  11,798  11,755 
Preferred Stock (372.1 shares, Acquired 12/20) 372  510 
12,026  12,170  12,265 
Scaled Agile, Inc. (0.2%)*(7) (8) (10)
Research & Consulting Services First Lien Senior Secured Term Loan (LIBOR + 5.5%, 6.3% Cash, Acquired 12/21, Due 12/28) 1,748  1,705  1,705 
Revolver (LIBOR + 5.5%, 6.3% Cash, Acquired 12/21, Due 12/28) —  (7) (7)
1,748  1,698  1,698 
Serta Simmons Bedding LLC
(1.4%)*(8) (9)
Home Furnishings Super Priority First Out (LIBOR + 7.5%, 8.5% Cash, Acquired 6/20, Due 08/23) 7,350  7,229  7,409 
Super Priority Second Out (LIBOR + 7.5%, 8.5% Cash, Acquired 6/20, Due 08/23) 3,607  3,374  3,365 
10,957  10,603  10,774 
SISU ACQUISITIONCO., INC. (0.9%)*(7) (8) (10)
Aerospace & Defense First Lien Senior Secured Term Loan (LIBOR + 5.25%, 6.3% Cash, Acquired 12/20, Due 12/26) 7,009  6,869  6,771 
7,009  6,869  6,771 
Smartling, Inc. (2.2%)*(7) (8) (10)
Technology First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.8% Cash, Acquired 11/21, Due 11/27) 16,471  16,102  16,094 
Revolver (LIBOR + 5.75%, 6.8% Cash, Acquired 11/21, Due 11/27) —  (23) (24)
16,471  16,079  16,070 
Smile Brands Group Inc.
(0.6%)*(7) (8) (10)
Health Care Services First Lien Senior Secured Term Loan (LIBOR + 4.5%, 5.3% Cash, Acquired 10/18, Due 10/25) 4,593  4,571  4,553 
First Lien Senior Secured Term Loan (LIBOR + 4.5%, 5.3% Cash, Acquired 12/20, Due 10/25) —  (12) (6)
4,593  4,559  4,547 
43
Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2021
(Amounts in thousands, except share amounts)
Portfolio Company(6)
Industry
Type of Investment(1) (2)
Principal
Amount		 Cost Fair
Value
SN BUYER, LLC (2.5%)*(7) (8) (9)
Health Care Services First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.8% Cash, Acquired 12/20, Due 12/26) $ 18,394  $ 18,080  $ 18,394 
18,394  18,080  18,394 
Springbrook Software (SBRK Intermediate, Inc.) (1.4%)*(7) (8) (10)
Enterprise Software & Services First Lien Senior Secured Term Loan (LIBOR + 5.5%, 6.5% Cash, Acquired 12/19, Due 12/26) 10,346  10,179  10,346 
10,346  10,179  10,346 
SPT Acquico Limited (0.1%)*(3) (7) (8) (10)
High Tech Industries First Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.8% Cash, Acquired 01/21, Due 12/27) 658  644  658 
658  644  658 
SSCP Pegasus Midco Limited (0.4%)*(3) (7) (8) (12)
Healthcare & Pharmaceuticals First Lien Senior Secured Term Loan (GBP LIBOR + 6.75%, 6.8% Cash, Acquired 12/20, Due 11/27) 2,754  2,488  2,722 
2,754  2,488  2,722 
Starnmeer B.V. (1.0%)*(3) (7) (8) (10)
Technology First Lien Senior Secured Term Loan (LIBOR + 6.4%, 6.9% Cash, Acquired 10/21, Due 04/27) 7,500  7,391  7,388 
7,500  7,391  7,388 
Superjet Buyer, LLC (3.0%)*(7) (8) (10)
Technology First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.5% Cash, Acquired 12/21, Due 12/27) 23,175  22,711  22,711 
Revolver (LIBOR + 5.75%, 6.5% Cash, Acquired 12/21, Due 12/27) —  (37) (37)
23,175  22,674  22,674 
Syniverse Holdings, Inc. (2.3%)*(8) (10)
Technology Distributors First Lien Senior Secured Term Loan (LIBOR + 5.0%, 6.0% Cash, Acquired 08/18, Due 03/23) 17,314  16,493  17,192 
17,314  16,493  17,192 
Syntax Systems Ltd (0.3%)*(3) (7) (8) (9)
Technology First Lien Senior Secured Term Loan (LIBOR + 5.5%, 6.3% Cash, Acquired 11/21, Due 10/28) 2,056  2,018  2,016 
Revolver (LIBOR + 5.5%, 6.3% Cash, Acquired 11/21, Due 10/26) 442  432  432 
2,498  2,450  2,448 
TA SL Cayman Aggregator Corp.
(0.3%)*(7)
Technology Subordinated Term Loan (8.8% PIK, Acquired 07/21, Due 07/28) 1,995  1,957  1,960 
Common Stock (1,227.79 shares, Acquired 07/21) 50  65 
1,995  2,007  2,025 
Techone B.V. (1.1%)*(3) (7) (8) (14)
Technology First Lien Senior Secured Term Loan (EURIBOR + 5.5%, 5.5% Cash, Acquired 11/21, Due 11/28) 8,726  8,428  8,441 
Revolver (EURIBOR + 5.5%, 5.5% Cash, Acquired 11/21, Due 05/28) 108  97  97 
8,834  8,525  8,538 
Tencarva Machinery Company, LLC (0.7%)*(7) (8) (10)
Capital Equipment First Lien Senior Secured Term Loan (LIBOR + 5.5%, 6.5% Cash, Acquired 12/21, Due 12/27) 5,486  5,375  5,374 
Revolver (LIBOR + 5.5%, 6.5% Cash, Acquired 12/21, Due 12/27) —  (20) (20)
5,486  5,355  5,354 
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC) (0.5%)*(7)
Brokerage, Asset Managers & Exchanges
First Lien Senior Secured Term Loan (LIBOR + 4.25%, 5.3% Cash, Acquired 10/21, Due 12/27)(8) (10)
847  776  776 
Revolver (LIBOR + 4.25%, 5.3% Cash, Acquired 10/21, Due 12/27)(8) (10)
—  (14) (14)
Subordinated Term Loan (7.8% PIK, Acquired 10/21, Due 10/28) 3,333  3,268  3,267 
4,180  4,030  4,029 
The Hilb Group, LLC
(2.7%)*(7) (8) (10)
Insurance Brokerage First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.8% Cash, Acquired 12/19, Due 12/26) 20,279  19,880  19,874 
First Lien Senior Secured Term Loan (LIBOR + 5.5%, 6.3% Cash, Acquired 12/19, Due 12/26) 55  (1) (2)
20,334  19,879  19,872 
Total Safety U.S. Inc. (0.9%)*(8) (11)
Diversified Support Services First Lien Senior Secured Term Loan (LIBOR + 6.0%, 7.0% Cash, Acquired 11/19, Due 08/25) 6,583  6,393  6,482 
6,583  6,393  6,482 
44
Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2021
(Amounts in thousands, except share amounts)
Portfolio Company(6)
Industry
Type of Investment(1) (2)
Principal
Amount		 Cost Fair
Value
Transit Technologies LLC
(0.8%)*(7) (8) (10)
Software First Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.8% Cash, Acquired 02/20, Due 02/25) $ 6,035  $ 5,946  $ 5,846 
6,035  5,946  5,846 
Transportation Insight, LLC (1.5%)*(7) (8) (9)
Air Freight & Logistics First Lien Senior Secured Term Loan (LIBOR + 4.5%, 4.6% Cash, Acquired 08/18, Due 12/24) 11,330  11,260  11,160 
11,330  11,260  11,160 
Trident Maritime Systems, Inc. (2.0%)*(7) (8) (10)
Aerospace & Defense First Lien Senior Secured Term Loan (LIBOR + 5.5%, 6.5% Cash, Acquired 02/21, Due 02/27) 14,888  14,665  14,888 
14,888  14,665  14,888 
Truck-Lite Co., LLC (2.0%)*(7) (8) (10)
Automotive Parts & Equipment First Lien Senior Secured Term Loan (LIBOR + 6.25%, 7.3% Cash, Acquired 12/19, Due 12/26) 15,002  14,623  14,611 
15,002  14,623  14,611 
Trystar, LLC (1.6%)*(7)
Power Distribution Solutions
First Lien Senior Secured Term Loan (LIBOR + 5.25%, 6.3% Cash, Acquired 09/18, Due 09/23)(8) (10)
11,988  11,777  11,778 
Class A LLC Units (440.97 units, Acquired 09/18) 481  412 
11,988  12,258  12,190 
Turbo Buyer, Inc. (1.1%)*(7) (8) (10)
Finance Companies First Lien Senior Secured Term Loan (LIBOR + 6.0%, 7.0% Cash, Acquired 11/21, Due 12/25) 8,430  8,226  8,220 
8,430  8,226  8,220 
Turf Products, LLC (1.2%)*(7) (25)
Landscaping & Irrigation Equipment Distributor Senior Subordinated Debt (10.0% Cash, Acquired 12/20, Due 10/23) 8,697  8,384  8,627 
8,697  8,384  8,627 
Turnberry Solutions, Inc. (0.6%)*(7) (8) (10)
Consumer Cyclical First Lien Senior Secured Term Loan (LIBOR + 6.0%, 7.0% Cash, Acquired 07/21, Due 09/26) 4,500  4,406  4,423 
4,500  4,406  4,423 
U.S. Gas & Electric, Inc. (0.2%)*(7) (25)
Energy Services Second Lien Loan (9.5% Cash, Acquired 12/20, Due 07/25) 2,285  1,785  1,785 
Second Lien Loan (9.5% Cash, Acquired 12/20, Due 07/25)(26)
2,485  —  — 
4,770  1,785  1,785 
U.S. Silica Company (0.2%)*(3) (8) (9)
Metal & Glass Containers First Lien Senior Secured Term Loan (LIBOR + 4.0%, 5.0% Cash, Acquired 08/18, Due 05/25) 1,472  1,474  1,437 
1,472  1,474  1,437 
UKFast Leaders Limited (1.6%)*(3) (7) (8) (16)
Technology First Lien Senior Secured Term Loan (SONIA + 7.0%, 7.1% Cash, Acquired 09/20, Due 9/27) 12,312  11,399  12,090 
12,312  11,399  12,090 
USLS Acquisition, Inc. (f/k/a US Legal Support, Inc.) (2.2%)*(7) (8) (10)
Legal Services First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.8% Cash, Acquired 11/18, Due 11/24) 16,222  16,065  16,222 
16,222  16,065  16,222 
Utac Ceram (0.7%)*(3) (7) (8)
Business Services
First Lien Senior Secured Term Loan (EURIBOR + 5.25%, 5.3% Cash, Acquired 09/20, Due 09/27)(14)
1,706  1,706  1,673 
First Lien Senior Secured Term Loan (LIBOR + 5.25%, 5.5% Cash, Acquired 02/21, Due 09/27)(10)
3,518  3,456  3,451 
5,224  5,162  5,124 
Validity, Inc. (0.6%)*(7) (8) (9)
IT Consulting & Other Services First Lien Senior Secured Term Loan (LIBOR + 4.75%, 4.8% Cash, Acquired 07/19, Due 05/25) 4,783  4,687  4,764 
4,783  4,687  4,764 
VistaJet Pass Through Trust 2021-1B (0.7%)* Airlines Structured Secured Note - Class B (6.3% Cash, Acquired 11/21, Due 02/29) 5,000  5,000  4,905 
5,000  5,000  4,905 
Vital Buyer, LLC (1.1%)*(7)
Technology
First Lien Senior Secured Term Loan (LIBOR + 5.5%, 6.3% Cash, Acquired 06/21, Due 06/28)(8) (10)
7,802  7,656  7,676 
Partnership Units (16,442.9 units, Acquired 06/21) 164  171 
7,802  7,820  7,847 
45
Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2021
(Amounts in thousands, except share amounts)
Portfolio Company(6)
Industry
Type of Investment(1) (2)
Principal
Amount		 Cost Fair
Value
W2O Holdings, Inc. (0.3%)*(7) (8) (10)
Healthcare Technology First Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.8% Cash, Acquired 10/20, Due 06/25) $ 2,152  $ 2,090  $ 2,152 
2,152  2,090  2,152 
Woodland Foods, LLC (1.8%)*(7)
Food & Beverage
First Lien Senior Secured Term Loan (LIBOR + 5.5%, 6.5% Cash, Acquired 12/21, Due 12/27)(8) (10)
11,512  11,285  11,282 
Revolver (LIBOR + 5.5%, 6.5% Cash, Acquired 12/21, Due 12/27)(8) (10)
172  128  127 
Common Stock (1,663,307.18 shares, Acquired 12/21) 1,663  1,663 
11,684  13,076  13,072 
World 50, Inc. (1.6%)*(7) (8) (9)
Professional Services First Lien Senior Secured Term Loan (LIBOR + 5.25%, 6.3% Cash, Acquired 01/20, Due 01/26) 3,280  3,202  3,280 
First Lien Senior Secured Term Loan (LIBOR + 4.5%, 5.5% Cash, Acquired 09/20, Due 01/26) 9,009  8,849  8,874 
12,289  12,051  12,154 
Subtotal Non–Control / Non–Affiliate Investments (200.9%) 1,518,708  1,494,028  1,490,115 
Affiliate Investments: (4)
Eclipse Business Capital, LLC (13.4%)*(7)
Banking, Finance, Insurance, & Real Estate
 Second Lien Senior Secured Term Loan (7.5% Cash, Acquired 07/21, Due 07/28) 4,545  4,502  4,738 
Revolver (LIBOR + 7.25%, Acquired 07/21, Due 07/28)(10)
1,818  1,691  1,818 
LLC Units (89,447,396 units, Acquired 07/21) 89,850  92,668 
6,363  96,043  99,224 
Jocassee Partners LLC (5.1%)*(3)
Investment Funds & Vehicles 9.1% Member Interest, Acquired 06/19 30,158  37,601 
30,158  37,601 
JSC Tekers Holdings (0.8%)*(3) (7) (25)
Real Estate Management Preferred Stock (9,159,085 shares, Acquired 12/20) 4,753  6,197 
Common Stock (3,201 shares, Acquired 12/20) —  — 
4,753  6,197 
Security Holdings B.V. (6.3%)*(3) (7) (25)
Electrical Engineering Bridge Loan (5.0% PIK, Acquired 12/20, Due 02/27) 5,451  5,451  5,451 
Senior Subordinated Loan (3.1% PIK, Acquired 12/20, Due 05/22) 9,525  9,525  9,525 
Senior Unsecured Term Loan (6.0% Cash, 9.0% PIK, Acquired 04/21, Due 04/25) 7,307  7,639  7,307 
Common Stock (900 shares, Acquired 12/20) 21,264  24,825 
22,283  43,879  47,108 
Thompson Rivers LLC (11.3%)*(3)
Investment Funds & Vehicles 15.90% Member Interest, Acquired 06/20 79,414  84,438 
79,414  84,438 
Waccamaw River LLC (1.8%)*(3)
Investment Funds & Vehicles 20% Member Interest, Acquired 02/21 13,720  13,501 
13,720  13,501 
Subtotal Affiliate Investments (38.8%) 28,646  267,967  288,069 
Control Investments:(5)
MVC Automotive Group Gmbh (2.0%)*(3) (7) (25)
Automotive Bridge Loan (6.0% Cash, Acquired 12/20, Due 06/26) 7,149  7,149  7,149 
Common Equity Interest (18,000 shares, Acquired 12/20) 9,553  7,699 
7,149  16,702  14,848 
MVC Private Equity Fund LP (1.0%)*(3) (25)
Investment Funds & Vehicles General Partnership Interest 225  188 
Limited Partnership Interest 8,899  7,376 
9,124  7,564 
Subtotal Control Investments (3.0%) 7,149  25,826  22,412 
Total Investments, December 31, 2021 (242.7%)* $ 1,554,503  $ 1,787,821  $ 1,800,596 
46
Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2021
(Amounts in thousands, except share amounts)
Derivative Instruments
Credit Support Agreement(a)(b)(d)
Description Counter Party Settlement Date(c) Notional Amount Value Unrealized Appreciation (Depreciation)
Credit Support Agreement Barings LLC 01/01/31 $ 23,000,000  $ 15,400,000  $ 1,800,000 
Total Credit Support Agreement, December 31, 2021
 $ 1,800,000 
(a) The MVC Credit Support Agreement covers all of the investments acquired by the Company from MVC in connection with the MVC Acquisition (as defined in “Note 1 – Organization, Business and Basis of Presentation”) and any investments received by the Company in connection with the restructuring, amendment, extension or other modification (including the issuance of new securities) of any of the MVC Reference Portfolio. Each investment that is included in the MVC Reference Portfolio is denoted in the above Schedule of Investments with footnote (25).
(b)      The Company and Barings entered into a Credit Support Agreement pursuant to which Barings agreed to provide credit support to the Company in the amount of up to $23.0 million.
(c) Settlement Date means the earlier of (1) January 1, 2031 or (2) the date on which the entire MVC Reference Portfolio has been realized or written off.
(d) See “Note 2 – Agreements and Related Party Transactions” for additional information regarding the MVC Credit Support Agreement.
Foreign Currency Forward Contracts:
Description Notional Amount to be Purchased Notional Amount to be Sold Counterparty Settlement Date Unrealized Appreciation (Depreciation)
Foreign currency forward contract (AUD) A$31,601 $22,850 Bank of America, N.A. 01/06/22 $ 126 
Foreign currency forward contract (AUD) A$2,099 $1,508 HSBC Bank USA 01/06/22 18 
Foreign currency forward contract (AUD) $20,727 A$28,700 Citibank N.A. 01/06/22 (139)
Foreign currency forward contract (AUD) $3,580 A$5,000 HSBC Bank USA 04/08/22 (55)
Foreign currency forward contract (AUD) $18,247 A$25,386 Bank of America, N.A. 04/08/22 (215)
Foreign currency forward contract (CAD) C$3,230 $2,528 Bank of America, N.A. 01/06/22 29 
Foreign currency forward contract (CAD) C$3,000 $2,425 HSBC Bank USA 01/06/22 (50)
Foreign currency forward contract (CAD) $4,881 C$6,230 HSBC Bank USA 01/06/22 (51)
Foreign currency forward contract (CAD) $2,506 C$3,203 Bank of America, N.A. 04/08/22 (29)
Foreign currency forward contract (DKK) 2,143kr. $326 Bank of America, N.A. 01/06/22 1 
Foreign currency forward contract (DKK) $335 2,143kr. Bank of America, N.A. 01/06/22 7 
Foreign currency forward contract (DKK) $323 2,116kr. Bank of America, N.A. 04/08/22 (1)
Foreign currency forward contract (EUR) €52,583 $59,524 Bank of America, N.A. 01/06/22 275 
Foreign currency forward contract (EUR) €5,020 $5,701 HSBC Bank USA 04/08/22 18 
Foreign currency forward contract (EUR) $24,722 €21,500 Bank of America, N.A. 01/06/22 271 
Foreign currency forward contract (EUR) $14,563 €12,900 HSBC Bank USA 01/06/22 (108)
Foreign currency forward contract (EUR) $20,655 €18,183 BNP Paribas SA 01/06/22 (23)
Foreign currency forward contract (EUR) $60,413 €53,265 Bank of America, N.A. 04/08/22 (282)
Foreign currency forward contract (EUR) $1,130 €1,000 HSBC Bank USA 04/08/22 (10)
Foreign currency forward contract (EUR) $8,514 €7,500 BNP Paribas SA 04/08/22 (33)
Foreign currency forward contract (GBP) £9,900 $13,220 Bank of America, N.A. 01/06/22 190 
Foreign currency forward contract (GBP) $13,349 £9,900 BNP Paribas SA 01/06/22 (60)
Foreign currency forward contract (GBP) $6,122 £4,599 Bank of America, N.A. 04/08/22 (104)
Foreign currency forward contract (SEK) 1,792kr $198 HSBC Bank USA 01/07/22 — 
Foreign currency forward contract (SEK) $204 1,792kr Bank of America, N.A. 01/07/22 6 
Foreign currency forward contract (SEK) $207 1,875kr HSBC Bank USA 04/08/22 — 
Total Foreign Currency Forward Contracts, December 31, 2021 $ (219)
_______________________________________________________________
*    Fair value as a percentage of net assets.
(1)All debt investments are income producing, unless otherwise noted. Eclipse Business Capital, LLC, Ferrellgas L.P., Kano Laboratories LLC, Thompson Rivers LLC and Waccamaw River LLC equity investments are income producing. All other equity and any equity-linked investments are non-income producing. The Board determined in good faith that all investments were valued at fair value in accordance with the Company's valuation policies and procedures and the 1940 Act, based on, among other things, the input of the Company's external investment adviser, Barings, the Company’s Audit Committee and independent valuation firms that have been engaged to assist in the valuation of the Company's middle-market investments. In addition, all debt investments are variable rate investments unless otherwise noted. Index-based floating interest rates are generally subject to a contractual minimum interest rate. A majority of the variable rate loans in the Company's investment portfolio bear interest at a rate that may be determined by reference to LIBOR, EURIBOR, GBP LIBOR, BBSY, STIBOR, CDOR, SOFR, SONIA or an alternate Base Rate
47
Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2021
(Amounts in thousands, except share amounts)
(commonly based on the Federal Funds Rate or the Prime Rate), which typically reset semi-annually, quarterly, or monthly at the borrower's option. The borrower may also elect to have multiple interest reset periods for each loan.
(2)All of the Company’s portfolio company investments (including joint venture investments), which as of December 31, 2021 represented 242.0% of the Company’s net assets, are subject to legal restrictions on sales. The acquisition date represents the date of the Company's initial investment in the relevant portfolio company.
(3)Investment is not a qualifying investment as defined under Section 55(a) of the 1940 Act. Non-qualifying assets represent 25.7% of total investments at fair value as of December 31, 2021. Qualifying assets must represent at least 70% of total assets at the time of acquisition of any additional non-qualifying assets. If at any time qualifying assets do not represent at least 70% of the Company's total assets, the Company will be precluded from acquiring any additional non-qualifying asset until such time as it complies with the requirements of Section 55(a).
(4)As defined in the 1940 Act, the Company is deemed to be an “affiliated person” of the portfolio company as the Company owns between 5% or more, up to 25% (inclusive), of the portfolio company's voting securities (“non-controlled affiliate”). Transactions related to investments in non-controlled "Affiliate Investments" for the year ended December 31, 2021 were as follows:
December 31, 2020
Value		 Gross Additions
(b)		 Gross Reductions (c)  Amount of Realized Gain (Loss)  Amount of Unrealized Gain (Loss)
December 31, 2021 Value
  Amount of Interest or Dividends Credited to Income(d)
Portfolio Company Type of Investment(a)
Advantage Insurance, Inc.(e)
Preferred Stock (587,001 shares) $ 5,947  $ —  $ (5,870) $ (77) $ —  $ —  $ 72 
5,947  —  (5,870) (77) —  —  72 
Eclipse Business Capital, LLC (e)
Second Lien Senior Secured Term Loan (7.5% Cash) —  4,502  —  —  236  4,738  170 
Revolver (LIBOR + 7.25%) —  1,691  —  —  127  1,818  53 
LLC units (89,447,396 units) —  89,850  —  —  2,818  92,668  3,582 
—  96,043  —  —  3,181  99,224  3,805 
Jocassee Partners LLC 9.1% Member Interest 22,624  10,000  —  —  4,978  37,602  — 
22,624  10,000  —  —  4,978  37,602  — 
JSC Tekers Holdings(e)
Preferred Stock (9,159,085 shares) 4,753  —  —  —  1,444  6,197  — 
Common Stock (3,201 shares) —  —  —  —  —  —  — 
4,753  —  —  —  1,444  6,197  — 
Security Holdings B.V(e)
Bridge Loan (5.0% PIK 5/31/2021) 5,188  264  —  —  —  5,452  276 
Senior Subordinated Loan (3.1% PIK) 8,746  778  —  —  —  9,524  285 
Senior Unsecured Term Loan (9.0% PIK) —  8,831  (1,168) (24) (332) 7,307  820 
Common Equity Interest 21,329  —  —  —  3,496  24,825  — 
35,263  9,873  (1,168) (24) 3,164  47,108  1,381 
Thompson Rivers LLC 15.90% Member Interest 10,012  69,414  —  —  5,012  84,438  4,776 
10,012  69,414  —  —  5,012  84,438  4,776 
Waccamaw River LLC 20% Member Interest —  13,762  (68) —  (194) 13,500  280 
—  13,762  (68) —  (194) 13,500  280 
Total Affiliate Investments $ 78,599  $ 199,092  $ (7,106) $ (101) $ 17,585  $ 288,069  $ 10,314 
(a)     Eclipse Business Capital, LLC, Thompson Rivers LLC and Waccamaw River LLC equity investments are income producing. All other equity and any equity-linked investments are non-income producing.
(b)     Gross additions include increases in the cost basis of investments resulting from new investments and follow-on investments.
(c)    Gross reductions include decreases in the total cost basis of investments resulting from principal repayments or sales.
48
Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2021
(Amounts in thousands, except share amounts)
(d) Represents the total amount of interest, fees or dividends credited to income for the portion of the year an investment was included in the Affiliate category.
(e) The fair value of the investment was determined using significant unobservable inputs.
(5)    As defined in the 1940 Act, the Company is deemed to be both an “affiliated person” and “control” the portfolio company because it owns more than 25% of the portfolio company’s outstanding voting securities or it has the power to exercise control over the management or policies of such portfolio company (including through a management agreement). Transactions as of and during the year ended December 31, 2021 in which the portfolio company is deemed to be a "Control Investment" of the Company were as follows:
December 31, 2020
Value		 Gross Additions
(b)		 Gross Reductions (c)  Amount of Realized Gain (Loss)  Amount of Unrealized Gain (Loss)
December 31, 2021
Value
  Amount of Interest or Dividends Credited to Income(d)
Portfolio Company Type of Investment(a)
MVC Automotive Group GmbH(e)
Common Equity Interest $ 9,582  $ —  $ —  $ —  $ (1,883) $ 7,699  $ — 
Bridge Loan (6.0% Cash 12/31/2021) 7,149  —  —  —  —  7,149  435 
16,731  —  —  —  (1,883) 14,848  435 
MVC Private Equity Fund LP Limited Partnership Interest 8,899  —  —  —  (1,523) 7,376  — 
General Partnership Interest 225  —  —  (37) 188  643 
9,124  —  —  —  (1,560) 7,564  643 
Waccamaw River LLC 50% Member Interest —  4,500  (4,474) —  (26) —  — 
Total Control Investments $ 25,855  $ 4,500  $ (4,474) $ —  $ (3,469) $ 22,412  $ 1,078 
(a)     Equity and equity-linked investments are non-income producing, unless otherwise noted.
(b) Gross additions include increases in the cost basis of investments resulting from new investments and follow-on investments.
(c)     Gross reductions include decreases in the total cost basis of investments resulting from principal repayments or sales.
(d)    Represents the total amount of interest, fees or dividends credited to income for the portion of the year an investment was included in the Control category.
(e) The fair value of the investment was determined using significant unobservable inputs.
(6)Some or all of the investment is or will be encumbered as security for the Company's senior secured credit facility with ING Capital LLC.
(7)The fair value of the investment was determined using significant unobservable inputs.
(8)Debt investment includes interest rate floor feature.
(9)The interest rate on these loans is subject to 1 Month LIBOR, which as of December 31, 2021 was 0.10125%.
(10)The interest rate on these loans is subject to 3 Month LIBOR, which as of December 31, 2021 was 0.20913%.
(11)The interest rate on these loans is subject to 6 Month LIBOR, which as of December 31, 2021 was 0.33875%.
(12)The interest rate on these loans is subject to 3 Month GBP LIBOR, which as of December 31, 2021 was 0.26225%.
(13)The interest rate on these loans is subject to 6 Month GBP LIBOR, which as of December 31, 2021 was 0.47363%.
(14)The interest rate on these loans is subject to 3 Month EURIBOR, which as of December 31, 2021 was -0.57200%.
(15)The interest rate on these loans is subject to 6 Month EURIBOR, which as of December 31, 2021 was -0.54600%.
(16)The interest rate on these loans is subject to 3 Month SONIA, which as of December 31, 2021 was 0.33830%.
(17)The interest rate on these loans is subject to 6 Month SONIA, which as of December 31, 2021 was 0.49870%.
(18)The interest rate on these loans is subject to 3 Month STIBOR, which as of December 31, 2021 was -0.00050%.
(19)The interest rate on these loans is subject to 1 Month BBSY, which as of December 31, 2021 was 0.01500%.
(20)The interest rate on these loans is subject to 3 Month BBSY, which as of December 31, 2021 was 0.06770%.
(21)The interest rate on these loans is subject to 3 Month CDOR, which as of December 31, 2021 was 0.51750%.
(22)The interest rate on these loans is subject to 3 Month SOFR, which as of December 31, 2021 was 0.09125%.
(23)The interest rate on these loans is subject to 6 Month SOFR, which as of December 31, 2021 was 0.19947%.
(24)Non-accrual investment.
(25)Investment was purchased as part of the MVC Acquisition and is part of the MVC Reference Portfolio for purposes of the MVC Credit Support Agreement.
(26)In 2017, MVC received $5.7 million of 9.5% second lien callable notes due in 2025, in lieu of an escrow to satisfy any indemnification claims associated with MVC’s sale of its equity investment in U.S. Gas. Effective January 1, 2018, the cost basis of the U.S. Gas second lien loan was decreased by approximately $3.0 million due to a working capital adjustment. This loan is still subject to indemnification adjustments.

See accompanying notes.
49

Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements

1. ORGANIZATION, BUSINESS AND BASIS OF PRESENTATION
The Company and its wholly-owned subsidiaries are specialty finance companies. The Company currently operates as a closed-end, non-diversified investment company and has elected to be treated as a business development company (“BDC”) under the 1940 Act. The Company has elected for federal income tax purposes to be treated as a regulated investment company (“RIC”) under the Internal Revenue Code of 1986, as amended (the “Code”).
Organization
The Company is a Maryland corporation incorporated on October 10, 2006. On August 2, 2018, the Company entered into an investment advisory agreement (the “Original Advisory Agreement”) and an administration agreement (the “Administration Agreement”) and became an externally-managed BDC managed by Barings LLC (“Barings” or the “Adviser”). An externally-managed BDC generally does not have any employees, and its investment and management functions are provided by an outside investment adviser and administrator under an investment advisory agreement and administration agreement. Instead of the Company directly compensating employees, the Company pays the Adviser for investment and management services pursuant to the terms of the New Barings BDC Advisory Agreement (as defined in “Note 2 – Agreements and Related Party Transactions”) (and, from January 1, 2021 to February 25, 2022, pursuant to the terms of the Amended and Restated Advisory Agreement (as defined in “Note 2 – Agreements and Related Party Transactions”)) and the Administration Agreement. See “Note 2 – Agreements and Related Party Transactions” for additional information regarding the Company’s investment advisory agreement and administration agreement.
Basis of Presentation
The financial statements of the Company include the accounts of Barings BDC, Inc. and its wholly-owned subsidiaries. The effects of all intercompany transactions between the Company and its wholly-owned subsidiaries have been eliminated in consolidation. The Company is an investment company and, therefore, applies the specialized accounting and reporting guidance in Accounting Standards Codification (“ASC”) Topic 946, Financial Services – Investment Companies. ASC Topic 946 states that consolidation by the Company of an investee that is not an investment company is not appropriate, except when the Company holds a controlling interest in an operating company that provides all or substantially all of its services directly to the Company or to its portfolio companies. None of the portfolio investments made by the Company qualify for this exception. Therefore, the Company's investment portfolio is carried on the Unaudited and Audited Consolidated Balance Sheets at fair value, as discussed further in “Note 3 – Investments”, with any adjustments to fair value recognized as “Net unrealized appreciation (depreciation)” on the Unaudited Consolidated Statements of Operations.
The accompanying unaudited consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Articles 6, 10 and 12 of Regulation S-X. Accordingly, certain disclosures accompanying annual consolidated financial statements prepared in accordance with U.S. GAAP are omitted. In the opinion of management, all adjustments, consisting solely of normal recurring adjustments necessary for the fair presentation of financial statements for the interim period, have been reflected in the unaudited consolidated financial statements. The current period’s results of operations are not necessarily indicative of results that ultimately may be achieved for the full fiscal year. Additionally, the unaudited consolidated financial statements and accompanying notes should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2021. Financial statements prepared on a U.S. GAAP basis require management to make estimates and assumptions that affect the amounts and disclosures reported in the unaudited consolidated financial statements and accompanying notes. Such estimates and assumptions could change in the future as more information becomes known, which could impact the amounts reported and disclosed herein.
Recently Issued Accounting Standards
In March 2020, the FASB issued Accounting Standards Update, 2020-04, Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”). The amendments in ASU 2020-04 provide optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. ASU 2020-04 is effective for all entities as of March 12, 2020 through December 31, 2022. The Company is currently evaluating the impact of adopting ASU 2020-04 on its consolidated financial statements.
50
Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
Share Purchase Programs
In connection with the completion of the Company’s acquisition of MVC on December 23, 2020 (the “MVC Acquisition”), the Company committed to make open-market purchases of shares of its common stock in an aggregate amount of up to $15.0 million at then-current market prices at any time shares trade below 90% of the Company’s then most recently disclosed NAV per share. Any repurchases pursuant to the authorized program will occur during the 12-month period commencing upon the filing of the Company’s quarterly report on Form 10-Q for the quarter ended March 31, 2021, which occurred on May 6, 2021, and will be made in accordance with applicable legal, contractual and regulatory requirements. During the three months ended March 31, 2022, the Company repurchased a total of 207,677 shares of its common stock in the open market under the authorized program at an average price of $10.14 per share, including broker commissions.
In connection with the completion of the Company’s acquisition of Sierra on February 25, 2022 (the “Sierra Acquisition”), the Company committed to make open-market purchases of shares of its common stock in an aggregate amount of up to $30.0 million at then-current market prices at any time shares trade below 90% of the Company’s then most recently disclosed NAV per share. Any repurchases pursuant to the authorized program will occur during the 12-month period commencing on April 1, 2022 and are expected to be made in accordance with a Rule 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 “Exchange Act”), as well as subject to compliance with the Company’s covenant and regulatory requirements.
2. AGREEMENTS AND RELATED PARTY TRANSACTIONS
On August 2, 2018, the Company entered into the Original Advisory Agreement and the Administration Agreement with the Adviser, an investment adviser registered under the Investment Advisers Act of 1940, as amended. In connection with the MVC Acquisition, on December 23, 2020, the Company entered into an amended and restated investment advisory agreement (the “Amended and Restated Advisory Agreement”) with the Adviser, following approval of the Amended and Restated Advisory Agreement by the Company’s stockholders at its December 23, 2020 special meeting of stockholders. The terms of the Amended and Restated Advisory Agreement became effective on January 1, 2021.
The Amended and Restated Advisory Agreement amended the Original Advisory Agreement to, among other things, (i) reduce the annual base management fee payable to the Adviser from 1.375% to 1.250% of the Company’s gross assets, (ii) reset the commencement date for the rolling 12-quarter “look-back” provision used to calculate the income incentive fee and incentive fee cap to January 1, 2021 from January 1, 2020 and (iii) describe the fact that the Company may enter into guarantees, sureties and other credit support arrangements with respect to one or more of its investments, including the impact of these arrangements on the income incentive fee cap.
In connection with the Sierra Acquisition, on February 25, 2022, the Company entered into a second amended and restated investment advisory agreement (the “New Barings BDC Advisory Agreement”) with the Adviser, which increased the hurdle rate applicable to the income incentive fee from 2.0% to 2.0625% per quarter (or from 8.0% to 8.25% annualized) and therefore increased the catch-up amount that is used in calculating the income incentive fee to correspond to the increase in the hurdle rate. All other terms and provisions of the Amended and Restated Advisory Agreement between the Company and the Adviser, including with respect to the calculation of the other fees payable to the Adviser, remained unchanged under the New Barings BDC Advisory Agreement.
Investment Advisory Agreement
Pursuant to the New Barings BDC Advisory Agreement, the Adviser manages the Company's day-to-day operations and provides the Company with investment advisory services. Among other things, the Adviser (i) determines the composition of the portfolio of the Company, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identifies, evaluates and negotiates the structure of the investments made by the Company; (iii) executes, closes, services and monitors the investments that the Company makes; (iv) determines the securities and other assets that the Company will purchase, retain or sell; (v) performs due diligence on prospective portfolio companies and (vi) provides the Company with such other investment advisory, research and related services as the Company may, from time to time, reasonably require for the investment of its funds.
The New Barings BDC 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,
51
Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
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 New Barings BDC Advisory Agreement or otherwise as an investment adviser of the Company. The Adviser’s services under the New Barings BDC Advisory Agreement are not exclusive, and the Adviser is generally free to furnish similar services to other entities so long as its performance under the New Barings BDC Advisory Agreement is not adversely affected.
The Adviser has entered into a personnel-sharing arrangement with its affiliate, Baring International Investment Limited (“BIIL”). BIIL is a wholly-owned subsidiary of Baring Asset Management Limited, which in turn is an indirect, wholly-owned subsidiary of the Adviser. Pursuant to this arrangement, certain employees of BIIL may serve as “associated persons” of the Adviser and, in this capacity, subject to the oversight and supervision of the Adviser, may provide research and related services, and discretionary investment management and trading services (including acting as portfolio managers) to the Company on behalf of the Adviser. This arrangement is based on no-action letters of the staff of the Securities and Exchange Commission (the “SEC”) that permit SEC-registered investment advisers to rely on and use the resources of advisory affiliates or "participating affiliates," subject to the supervision of that SEC-registered investment adviser. BIIL is a “participating affiliate” of the Adviser, and the BIIL employees are “associated persons” of the Adviser.
Under the New Barings BDC 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.
Base Management Fee
The Base Management Fee is calculated based on the Company’s gross assets, including the Company’s credit support agreements, assets purchased with borrowed funds or other forms of leverage and excluding cash and cash equivalents, at an annual rate of 1.25%. The Base Management Fee is payable quarterly in arrears on a calendar quarter basis. The Base Management Fee will be calculated based on the average value of the Company’s gross assets, excluding cash and cash equivalents, at the end of the two most recently completed calendar quarters prior to the quarter for which such fees are being calculated. Base Management Fees for any partial month or quarter will be appropriately pro-rated.
For the three months ended March 31, 2022, the Base Management Fee determined in accordance with the terms of the New Barings BDC Advisory Agreement was approximately $5.9 million. For the three months ended March 31, 2021, the Base Management Fee determined in accordance with the terms of the Amended and Restated Advisory Agreement was approximately $3.9 million. As of March 31, 2022, the Base Management Fee of $5.9 million for the three months ended March 31, 2022 was unpaid and included in “Base management fees payable” in the accompanying Unaudited Consolidated Balance Sheet. As of December 31, 2021, the Base Management Fee of $5.4 million for the three months ended December 31, 2021 was unpaid and included in “Base management fees payable” in the accompanying Consolidated Balance Sheet.
Incentive Fee
The Incentive Fee consists of two components that are independent of each other, with the result that one component may be payable even if the other is not. A portion of the Incentive Fee is based on the Company's income (the “Income-Based Fee”) and a portion is based on the Company's capital gains (the “Capital Gains Fee”), each as described below:
(i) The Income-Based Fee will be determined and paid quarterly in arrears based on the amount by which (x) the aggregate “Pre-Incentive Fee Net Investment Income” (as defined below) in respect of the current calendar quarter and the eleven preceding calendar quarters beginning with the calendar quarter that commences on or after January 1, 2021, as the case may be (or the appropriate portion thereof in the case of any of the Company's first eleven calendar quarters that commences on or after January 1, 2021) (in either case, the “Trailing Twelve Quarters”) exceeds (y) the Hurdle Amount (as defined below) in respect of the Trailing Twelve Quarters. The Hurdle Amount will be determined on a quarterly basis, and will be calculated by multiplying 2.0625% (8.25% annualized) by the aggregate of the Company's NAV at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. For this purpose, “Pre-Incentive Fee Net Investment Income” means interest income, dividend income and any other income (including, without limitation, any accrued income that the Company has not yet received in cash and any other fees such as commitment, origination, structuring, diligence and consulting fees or other fees that the Company receives from portfolio companies) accrued during the calendar quarter, minus the Company's operating expenses accrued during the calendar quarter (including, without limitation, the Base Management Fee, administration expenses and any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding the Income-Based Fee and the Capital Gains Fee). For the avoidance of doubt, Pre-Incentive Fee Net Investment Income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation.
52
Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
The calculation of the Income-Based Fee for each quarter is as follows:
(A) No Income-Based Fee will be payable to the Adviser in any calendar quarter in which the Company's aggregate Pre-Incentive Fee Net Investment Income for the Trailing Twelve Quarters does not exceed the Hurdle Amount;
(B) 100% of the Company's aggregate Pre-Incentive Fee Net Investment Income for the Trailing Twelve Quarters, if any, that exceeds the Hurdle Amount but is less than or equal to an amount (the “Catch-Up Amount”) determined on a quarterly basis by multiplying 2.578125% (10.3125% annualized) by the aggregate of the Company's NAV at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The 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 when the Company's Pre-Incentive Fee Net Investment Income reaches the Catch-Up Amount for the Trailing Twelve Quarters; and
(C) For any quarter in which the Company's aggregate Pre-Incentive Fee Net Investment Income for the Trailing Twelve Quarters exceeds the Catch-Up Amount, the Income-Based Fee shall equal 20% of the amount of the Company's aggregate Pre-Incentive Fee Net Investment Income for such Trailing Twelve Quarters, as the Hurdle Amount and Catch-Up Amount will have been achieved.
Subject to the Incentive Fee Cap described below, the amount of the Income-Based Fee that will be paid to the Adviser for a particular quarter will equal the excess of the aggregate Income-Based Fee so calculated less the aggregate Income-Based Fees that were paid to the Adviser in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters.
(ii) The Income-Based Fee is subject to a cap (the “Incentive Fee Cap”). The Incentive Fee Cap in any quarter is an amount equal to (a) 20% of the Cumulative Pre-Incentive Fee Net Return (as defined below) during the relevant Trailing Twelve Quarters less (b) the aggregate Income-Based Fee that were paid to the Adviser in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters. For this purpose, “Cumulative Pre-Incentive Fee Net Return” during the relevant Trailing Twelve Quarters means (x) Pre-Incentive Fee Net Investment Income in respect of the Trailing Twelve Quarters less (y) any Net Capital Loss, if any, in respect of the Trailing Twelve Quarters. If, in any quarter, the Incentive Fee Cap is zero or a negative value, the Company will pay no Income-Based Fee to the Adviser in that quarter. If, in any quarter, the Incentive Fee Cap is a positive value but is less than the Income-Based Fee calculated in accordance with paragraph (i) above, the Company will pay the Adviser the Incentive Fee Cap for such quarter. If, in any quarter, the Incentive Fee Cap is equal to or greater than the Income-Based Fee calculated in accordance with paragraph (i) above, the Company will pay the Adviser the Income-Based Fee for such quarter.
“Net Capital Loss” in respect of a particular period means the difference, if positive, between (i) aggregate capital losses on the Company's assets, whether realized or unrealized, in such period and (ii) aggregate capital gains or other gains on the Company's assets (including, for the avoidance of doubt, the value ascribed to any credit support arrangement in the Company's financial statements even if such value is not categorized as a gain therein), whether realized or unrealized, in such period.
(iii) The second part of the Incentive Fee (the “Capital Gains Fee”) will be determined and payable in arrears as of the end of each calendar year (or upon termination of the investment advisory agreement), commencing with the calendar year ended on December 31, 2018, and is calculated at the end of each applicable year by subtracting (1) the sum of the Company's cumulative aggregate realized capital losses and aggregate unrealized capital depreciation from (2) the Company's cumulative aggregate realized capital gains, in each case calculated from August 2, 2018. If such amount is positive at the end of such year, then the Capital Gains Fee payable for such year is equal to 20% of such amount, less the cumulative aggregate amount of Capital Gains Fees paid in all prior years commencing with the calendar year ended on December 31, 2018. If such amount is negative, then there is no Capital Gains Fee payable for such year. If this Agreement is terminated as of a date that is not a calendar year end, the termination date will be treated as though it were a calendar year end for purposes of calculating and paying a Capital Gains Fee.
Under the New Barings BDC Advisory Agreement, the "cumulative aggregate realized capital gains" are calculated as the sum of the differences, if positive, between (a) the net sales price of each investment in the Company's portfolio when sold and (b) the accreted or amortized cost basis of such investment.
The cumulative aggregate realized capital losses are calculated as the sum of the differences, if negative, between (a) the net sales price of each investment in the Company's portfolio when sold and (b) the accreted or amortized cost basis of such investment.
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Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
The aggregate unrealized capital depreciation is calculated as the sum of the differences, if negative, between (a) the valuation of each investment in the Company's portfolio as of the applicable Capital Gains Fee calculation date and (b) the accreted or amortized cost basis of such investment.
Under the New Barings BDC Advisory Agreement, the “accreted or amortized cost basis of an investment” shall mean the accreted or amortized cost basis of such investment as reflected in the Company’s financial statements.
For the three months ended March 31, 2022, the Income-Based Fee determined in accordance with the terms of the New Barings BDC Advisory Agreement was $4.8 million. For the three months ended March 31, 2021, the Income-Based Fee determined in accordance with the terms of the Amended and Restated Advisory Agreement was $2.7 million. As of March 31, 2022, the Income-Based Fee of $4.8 million was unpaid and included in “Incentive management fees payable” in the accompanying Unaudited Consolidated Balance Sheet. As of December 31, 2021, the Income-Based Fee of $4.1 million for the three months ended December 31, 2021 was unpaid and included in “Incentive management fees payable” in the accompanying Consolidated Balance Sheet.
The Company did not incur any capital gains fees for either of the three months ended March 31, 2022 or 2021.
Payment of Company Expenses
Under the New Barings BDC Advisory Agreement, all investment professionals of the Adviser and its staff, when and to the extent engaged in providing services required to be provided by the Adviser under the New Barings BDC Advisory Agreement, and the compensation and routine overhead expenses of such personnel allocable to such services, are provided and paid for by the Adviser and not by the Company, except that all costs and expenses relating to the Company's operations and transactions, including, without limitation, those items listed in the New Barings BDC Advisory Agreement, will be borne by the Company.
Administration Agreement
Under the terms of the Administration Agreement, the Adviser performs (or oversees, or arranges for, the performance of) the administrative services necessary for the operation of the Company, including, but not limited to, office facilities, equipment, clerical, bookkeeping and record-keeping services at such office facilities and such other services as the Adviser, subject to review by the Board, from time to time, determines to be necessary or useful to perform its obligations under the Administration Agreement. The Adviser also, on behalf of the Company and subject to oversight by the Board, arranges for the services of, and oversees, custodians, depositories, transfer agents, dividend disbursing agents, other stockholder servicing agents, accountants, attorneys, valuation experts, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable.
The Company will reimburse Barings for the costs and expenses incurred by it in performing its obligations and providing personnel and facilities under the Administration Agreement in an amount to be negotiated and mutually agreed to by the Company and Barings quarterly in arrears. In no event will the agreed-upon quarterly expense amount exceed the amount of expenses that would otherwise be reimbursable by the Company under the Administration Agreement for the applicable quarterly period, and Barings will not be entitled to the recoupment of any amounts in excess of the agreed-upon quarterly expense amount. The costs and expenses incurred by the Adviser on behalf of the Company under the Administration Agreement include, but are not limited to:
•the allocable portion of the Adviser’s rent for the Company’s Chief Financial Officer and the Chief Compliance Officer and their respective staffs, which is based upon the allocable portion of the usage thereof by such personnel in connection with their performance of administrative services under the Administration Agreement;
•the allocable portion of the salaries, bonuses, benefits and expenses of the Company’s Chief Financial Officer and Chief Compliance Officer and their respective staffs, which is based upon the allocable portion of the time spent by such personnel in connection with performing administrative services for the Company under the Administration Agreement;
•the actual cost of goods and services used for the Company and obtained by the Adviser from entities not affiliated with the Company, which is reasonably allocated to the Company on the basis of assets, revenues, time records or other methods conforming with generally accepted accounting principles;
•all fees, costs and expenses associated with the engagement of a sub-administrator, if any; and
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Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
•costs associated with (a) the monitoring and preparation of regulatory reporting, including filings with the SEC and tax reporting, (b) the coordination and oversight of service provider activities and the direct cost of such contractual matters related thereto and (c) the preparation of all financial statements and the coordination and oversight of audits, regulatory inquiries, certifications and sub-certifications.
For the three months ended March 31, 2022 and March 31, 2021, the Company incurred and was invoiced by the Adviser for expenses of approximately $1.0 million and $0.5 million under the terms of the Administration Agreement, which amounts are included in “General and administrative expenses” in the accompanying Unaudited Consolidated Statements of Operations. As of March 31, 2022, the administrative expenses of $1.0 million for the three months ended March 31, 2022 were unpaid and included in “Administrative fees payable” in the accompanying Unaudited Consolidated Balance Sheet. As of December 31, 2021, the administrative expenses of $0.8 million incurred for the three months ended December 31, 2021 were unpaid and included in “Administrative fees payable” in the accompanying Consolidated Balance Sheet.
MVC Credit Support Agreement
In connection with the MVC Acquisition, on December 23, 2020, promptly following the closing of the Company’s merger with MVC, the Company entered into a Credit Support Agreement (the “MVC Credit Support Agreement”) with the Adviser, pursuant to which the Adviser has agreed to provide credit support to the Company in the amount of up to $23.0 million relating to the net cumulative realized and unrealized losses on the acquired MVC investment portfolio over a 10-year period. A summary of the material terms of the MVC Credit Support Agreement are as follows:
•The MVC Credit Support Agreement covers all of the investments in the MVC Reference Portfolio.
•The Adviser has an obligation to provide credit support to the Company in an amount equal to the excess of (1) the aggregate realized and unrealized losses on the MVC Reference Portfolio over (2) the aggregate realized and unrealized gains on the MVC Reference Portfolio, in each case from the date of the closing of the Company’s merger with MVC through the MVC Designated Settlement Date (up to a $23.0 million cap) (such amount, the “MVC Covered Losses”). For purposes of the MVC Credit Support Agreement, “MVC Designated Settlement Date” means the earlier of (1) January 1, 2031 and (2) the date on which the entire MVC Reference Portfolio has been realized or written off. No credit support is required to be made by the Adviser to the Company under the MVC Credit Support Agreement if the aggregate realized and unrealized gains on the MVC Reference Portfolio exceed realized and unrealized losses of the MVC Reference Portfolio on the MVC Designated Settlement Date.
•The Adviser will settle any credit support obligation under the MVC Credit Support Agreement as follows. If the MVC Covered Losses are greater than $0.00, then, in satisfaction of the Adviser’s obligation set forth in the MVC Credit Support Agreement, the Adviser will irrevocably waive during the MVC Waiver Period (as defined below) (1) the incentive fees payable under the New Barings BDC Advisory Agreement (including any incentive fee calculated on an annual basis during the MVC Waiver Period), and (2) in the event that MVC Covered Losses exceed such incentive fee, the base management fees payable under the New Barings BDC Advisory Agreement. The “MVC Waiver Period” means the four quarterly measurement periods immediately following the quarter in which the MVC Designated Settlement Date occurs. If the MVC Covered Losses exceed the aggregate amount of incentive fees and base management fees waived by the Adviser during the MVC Waiver Period, then, on the date on which the last incentive fee or base management fee payment would otherwise be due during the MVC Waiver Period, the Adviser shall make a cash payment to the Company equal to the positive difference between the MVC Covered Losses and the aggregate amount of incentive fees and base management fees previously waived by the Adviser during the MVC Waiver Period.
•The MVC Credit Support Agreement and the rights of the Company thereunder shall automatically terminate if the Adviser (or an affiliate of the Adviser) ceases to serve as the investment adviser to the Company or any successor thereto, other than as a result of the voluntary termination by the Adviser of its investment advisory agreement with the Company. In the event of such a voluntary termination by the Adviser of the then-current investment advisory agreement with the Company, the Adviser will remain obligated to provide the credit support contemplated by the MVC Credit Support Agreement. In the event of a non-voluntary termination of the advisory agreement or its expiration (due to non-renewal by the Board), the Adviser will have no obligations under the MVC Credit Support Agreement.
The MVC Credit Support Agreement is intended to give stockholders of the combined company following the MVC Acquisition downside protection from net cumulative realized and unrealized losses on the acquired MVC portfolio and insulate the combined company’s stockholders from potential value volatility and losses in MVC’s portfolio following the closing of the MVC Acquisition. There is no fee or other payment by the Company to the Adviser or any of its affiliates in connection with
55
Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
the MVC Credit Support Agreement. Any cash payment from the Adviser to the Company under the MVC Credit Support Agreement will be excluded from the Company’s incentive fee calculations under the New Barings BDC Advisory Agreement.
When the Company and the Adviser entered into the MVC Credit Support Agreement, it was accounted for as a deemed contribution from the Adviser and was included in "Additional paid-in capital" in the accompanying Unaudited Consolidated Balance Sheet and Consolidated Balance Sheet. In addition, the MVC Credit Support Agreement is accounted for as a derivative in accordance with ASC 815, Derivatives and Hedging, and is included in “Credit support agreements” in the accompanying Unaudited Consolidated Balance Sheet and Consolidated Balance Sheet.
Sierra Credit Support Agreement
In connection with the Sierra Acquisition, on February 25, 2022, promptly following the closing of the Company’s merger with Sierra, the Company entered into a Credit Support Agreement (the “Sierra Credit Support Agreement”) with the Adviser, pursuant to which the Adviser has agreed to provide credit support to the Company in the amount of up to $100.0 million relating to the net cumulative realized and unrealized losses on the acquired Sierra investment portfolio over a 10-year period. A summary of the material terms of the Sierra Credit Support Agreement are as follows:
•The Sierra Credit Support Agreement covers all of the investments in the Sierra Reference Portfolio.
•The Adviser has an obligation to provide credit support to the Company in an amount equal to the excess of (1) the aggregate realized and unrealized losses on the Sierra Reference Portfolio less (2) the aggregate realized and unrealized gains on the Sierra Reference Portfolio, in each case from the date of the closing of the Company’s merger with Sierra through the Designated Settlement Date (up to a $100.0 million cap) (such amount, the “Covered Losses”). For purposes of the Sierra Credit Support Agreement, “Designated Settlement Date” means the earlier of (1) April 1, 2032 and (2) the date on which the entire Sierra Reference Portfolio has been realized or written off. No credit support is required to be made by the Adviser to the Company under the Sierra Credit Support Agreement if the aggregate realized and unrealized gains on the Sierra Reference Portfolio exceed realized and unrealized losses of the Sierra Reference Portfolio on the Designated Settlement Date.
•The Adviser will settle any credit support obligation under the Sierra Credit Support Agreement as follows. If the Covered Losses are greater than $0.00, then, in satisfaction of the Adviser’s obligation set forth in the Sierra Credit Support Agreement, the Adviser will irrevocably waive during the Waiver Period (as defined below) (1) the incentive fees payable under the New Barings BDC Advisory Agreement (including any incentive fee calculated on an annual basis during the Waiver Period), and (2) in the event that Covered Losses exceed such incentive fee, the base management fees payable under the New Barings BDC Advisory Agreement. The “Waiver Period” means the four quarterly measurement periods immediately following the quarter in which the Designated Settlement Date occurs. If the Covered Losses exceed the aggregate amount of incentive fees and base management fees waived by the Adviser during the Waiver Period, then, on the date on which the last incentive fee or base management fee payment would otherwise be due during the Waiver Period, the Adviser shall make a cash payment to the Company equal to the positive difference between the Covered Losses and the aggregate amount of incentive fees and base management fees previously waived by the Adviser during the Waiver Period.
•The Sierra Credit Support Agreement and the rights of the Company thereunder shall automatically terminate if the Adviser (or an affiliate of the Adviser) ceases to serve as the investment adviser to the Company or any successor thereto, other than as a result of the voluntary termination by the Adviser of its investment advisory agreement with the Company. In the event of such a voluntary termination by the Adviser of the then-current investment advisory agreement with the Company, the Adviser will remain obligated to provide the credit support contemplated by the Sierra Credit Support Agreement. In the event of a non-voluntary termination of the advisory agreement or its expiration (due to non-renewal by the Board), the Adviser will have no obligations under the Sierra Credit Support Agreement.
The Sierra Credit Support Agreement is intended to give stockholders of the combined company following the Sierra Acquisition downside protection from net cumulative realized and unrealized losses on the acquired Sierra portfolio and insulate the combined company’s stockholders from potential value volatility and losses in Sierra’s portfolio following the closing of the Company’s merger with Sierra. There is no fee or other payment by the Company to the Adviser or any of its affiliates in connection with the Sierra Credit Support Agreement. Any cash payment from the Adviser to the Company under the Sierra Credit Support Agreement will be excluded from the combined company’s incentive fee calculations under the New Barings BDC Advisory Agreement.
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Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
When the Company and the Adviser entered into the Sierra Credit Support Agreement, it was accounted for as a deemed contribution from the Adviser and was included in "Additional paid-in capital" in the accompanying Unaudited Consolidated Balance Sheet. In addition, the Sierra Credit Support Agreement is accounted for as a derivative in accordance with ASC 815, Derivatives and Hedging, and is included in "Credit support agreement" in the accompanying Unaudited Consolidated Balance Sheet.
3. INVESTMENTS
Portfolio Composition
The Company invests predominately in senior secured private debt investments in well-established middle-market businesses that operate across a wide range of industries, as well as syndicated senior secured loans, structured product investments, bonds and other fixed income securities. Structured product investments include collateralized loan obligations and asset-backed securities. The Adviser's existing SEC co-investment exemptive relief under the 1940 Act permits the Company and the Adviser's affiliated private funds and SEC regulated funds to co-invest in loans originated by the Adviser, which allows the Adviser to efficiently implement its senior secured private debt investment strategy for the Company.
The cost basis of the Company's debt investments includes any unamortized purchased premium or discount, unamortized loan origination fees and PIK interest, if any. Summaries of the composition of the Company’s investment portfolio at cost and fair value, and as a percentage of total investments and net assets, are shown in the following tables:
($ in thousands) Cost Percentage of
Total Portfolio		 Fair Value Percentage of
Total Portfolio		 Percentage of
Total
Net Assets
March 31, 2022:
Senior debt and 1st lien notes
$ 1,560,223  65  % $ 1,555,746  65  % 118  %
Subordinated debt and 2nd lien notes
346,381  14  317,643  13  24 
Structured products 84,056  4  82,014  3  6 
Equity shares 170,691  7  219,466  9  17 
Equity warrants 174  —  156  —  — 
Investment in joint ventures / PE fund 230,076  10  228,400  10  17 
$ 2,391,601  100  % $ 2,403,425  100  % 182  %
December 31, 2021:
Senior debt and 1st lien notes
$ 1,217,899  68  % $ 1,221,598  68  % 165  %
Subordinated debt and 2nd lien notes
253,551  14  240,037  13  32 
Structured products 37,055  2  40,271  2  6 
Equity shares 145,791  8  154,477  9  21 
Equity warrants 1,111  —  1,107  —  — 
Investment in joint ventures / PE fund 132,417  8  143,104  8  19 
$ 1,787,824  100  % $ 1,800,594  100  % 243  %
During the three months ended March 31, 2022, the Company made 22 new investments totaling $229.3 million, purchased $442.2 million of investments as part of the Sierra Acquisition, made investments in existing portfolio companies totaling $89.3 million and made additional investments in joint venture equity portfolio companies totaling $11.7 million. During the three months ended March 31, 2021, the Company made 18 new investments totaling $172.2 million, made investments in existing portfolio companies totaling $73.2 million, made one new joint venture equity investment totaling $4.5 million and made additional investments in existing joint venture equity portfolio companies totaling $25.0 million.
57
Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
Industry Composition
The industry composition of investments at fair value at March 31, 2022 and December 31, 2021, excluding short-term investments, was as follows:
($ in thousands) March 31, 2022 December 31, 2021
Aerospace and Defense $ 154,797  6.4  % $ 91,129  5.1  %
Automotive 77,203  3.2  55,875  3.1 
Banking, Finance, Insurance and Real Estate 243,595  10.1  208,397  11.6 
Beverage, Food and Tobacco 38,294  1.6  38,985  2.2 
Capital Equipment 41,492  1.7  42,916  2.4 
Chemicals, Plastics, and Rubber 49,249  2.1  32,234  1.8 
Construction and Building 64,628  2.7  62,083  3.4 
Consumer goods: Durable 77,265  3.2  47,316  2.6 
Consumer goods: Non-durable 28,497  1.2  28,306  1.6 
Containers, Packaging and Glass 30,662  1.3  10,218  0.6 
Energy: Electricity 7,270  0.3  12,190  0.7 
Energy: Oil and Gas 6,674  0.3  5,774  0.3 
Environmental Industries 8,012  0.3  8,081  0.4 
Healthcare and Pharmaceuticals 186,429  7.8  134,286  7.5 
High Tech Industries 248,659  10.3  139,590  7.7 
Hotel, Gaming and Leisure 58,384  2.4  27,553  1.5 
Investment Funds and Vehicles 228,400  9.5  143,104  7.9 
Media: Advertising, Printing and Publishing 45,096  1.9  46,414  2.6 
Media: Broadcasting and Subscription 7,429  0.3  7,441  0.4 
Media: Diversified and Production 48,175  2.0  52,887  2.9 
Metals and Mining 14,731  0.6  10,684  0.6 
Retail 1,998  0.1  —  — 
Services: Business 419,154  17.4  342,758  19.0 
Services: Consumer 82,068  3.4  65,801  3.7 
Structured Products 82,014  3.4  24,662  1.4 
Telecommunications 34,725  1.5  45,182  2.5 
Transportation: Cargo 88,033  3.7  86,964  4.8 
Transportation: Consumer 11,917  0.5  12,231  0.7 
Utilities: Electric 12,835  0.5  12,857  0.7 
Utilities: Oil and Gas 4,707  0.2  4,677  0.3 
Wholesale 1,033  —  —  — 
Total $ 2,403,425  100.0  % $ 1,800,594  100.0  %
Jocassee Partners LLC
On May 8, 2019, the Company entered into an agreement with South Carolina Retirement Systems Group Trust ("SCRS") to create and co-manage Jocassee Partners LLC ("Jocassee"), a joint venture, which invests in a highly diversified asset mix including senior secured, middle-market, private debt investments, syndicated senior secured loans and structured product investments. The Company and SCRS committed to initially provide $50.0 million and $500.0 million, respectively, of equity capital to Jocassee. Equity contributions will be called from each member on a pro-rata basis, based on their equity commitments.
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Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
The total value of Jocassee’s investment portfolio was $1,366.6 million as of March 31, 2022, as compared to $1,258.2 million as of December 31, 2021. As of March 31, 2022, Jocassee’s investments had an aggregate cost of $1,376.0 million, as compared to $1,242.2 million as of December 31, 2021. As of March 31, 2022 and December 31, 2021, the weighted average yield on the principal amount of Jocassee’s outstanding debt investments was approximately 5.4% and 5.3%, respectively. As of March 31, 2022 and December 31, 2021, the Jocassee investment portfolio consisted of the following investments:
($ in thousands) Cost Percentage of
Total
Portfolio		 Fair Value Percentage of
Total
Portfolio
March 31, 2022:
Senior debt and 1st lien notes
$ 1,213,599  88  % $ 1,201,499  88  %
Subordinated debt and 2nd lien notes 22,657  2  % 22,709  2  %
Structured products 4,041  —  % 4,405  —  %
Equity shares 5,031  —  % 3,487  —  %
Equity warrants 31  —  % 25  —  %
Investment in joint ventures 117,952  9  % 121,813  9  %
Short-term investments 12,689  1  % 12,689  1  %
$ 1,376,000  100  % $ 1,366,627  100  %
December 31, 2021:
Senior debt and 1st lien notes
$ 1,084,502  87  % $ 1,085,172  86  %
Subordinated debt and 2nd lien notes 23,607  2  24,011  2 
Structured products 4,569  —  5,410  1 
Equity shares 5,448  1  3,887  — 
Equity warrants 31  —  75  — 
Investment in joint ventures 111,490  9  127,092  10 
Short-term investments 12,572  1  12,572  1 
$ 1,242,219  100  % $ 1,258,219  100  %

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Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
The industry composition of Jocassee’s investments at fair value at March 31, 2022 and December 31, 2021, excluding short-term investments, was as follows:
($ in thousands) March 31, 2022 December 31, 2021
Aerospace and Defense $ 71,608  5.3  % $ 71,857  5.8  %
Automotive 26,133  1.9  18,626  1.5 
Banking, Finance, Insurance and Real Estate 110,522  8.2  109,961  8.8 
Beverage, Food and Tobacco 30,457  2.3  30,352  2.4 
Capital Equipment 27,322  2.0  17,006  1.4 
Chemicals, Plastics, and Rubber 26,593  2.0  24,665  2.0 
Construction and Building 14,293  1.1  14,506  1.2 
Consumer goods: Durable 18,919  1.4  10,294  0.8 
Consumer goods: Non-durable 23,635  1.7  23,886  1.9 
Containers, Packaging and Glass 26,847  2.0  25,277  2.0 
Energy: Electricity 15,450  1.1  10,571  0.8 
Energy: Oil and Gas 4,803  0.4  5,091  0.4 
Environmental Industries 7,453  0.6  7,563  0.6 
Forest Products & Paper 450  —  475  — 
Healthcare and Pharmaceuticals 143,056  10.6  128,495  10.3 
High Tech Industries 172,972  12.8  171,960  13.8 
Hotel, Gaming and Leisure 31,228  2.3  35,383  2.8 
Investment Funds and Vehicles 121,813  9.0  127,092  10.2 
Media: Advertising, Printing and Publishing 21,336  1.6  18,423  1.5 
Media: Broadcasting and Subscription 36,877  2.7  37,840  3.0 
Media: Diversified and Production 29,558  2.2  21,059  1.7 
Metals and Mining 5,761  0.4  5,792  0.5 
Retail 14,759  1.1  14,420  1.2 
Services: Business 192,948  14.2  151,723  12.2 
Services: Consumer 54,858  4.0  55,156  4.4 
Structured Product 4,405  0.3  5,409  0.4 
Telecommunications 43,168  3.2  36,036  2.9 
Transportation: Cargo 54,161  4.0  49,103  3.9 
Transportation: Consumer 12,390  0.9  6,546  0.5 
Utilities: Electric 3,248  0.2  3,265  0.3 
Utilities: Oil and Gas 6,915  0.5  6,870  0.6 
Wholesale —  —  945  0.1 
Total $ 1,353,938  100.0  % $ 1,245,647  100.0  %
60
Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
The geographic composition of Jocassee’s investments at fair value at March 31, 2022 and December 31, 2021, excluding short-term investments, was as follows:
($ in thousands) March 31, 2022 December 31, 2021
Australia $ 37,405  2.8  % $ 16,509  1.3  %
Austria 7,054  0.5  1,115  0.1 
Belgium 17,234  1.3  14,814  1.2 
Canada 8,413  0.6  8,507  0.7 
Denmark 1,105  0.1  6,960  0.6 
Finland 2,220  0.2  47,992  3.9 
France 130,483  9.6  3,391  0.3 
Germany 43,386  3.2  6,357  0.5 
Hong Kong 4,779  0.4  2,272  0.2 
Ireland 4,045  0.3  123,816  9.9 
Italy —  —  113,896  9.1 
Luxembourg 1,198  0.1  4,766  0.4 
Netherlands 37,569  2.8  3,744  0.3 
Panama 956  0.1  —  — 
Singapore 4,936  0.3  —  — 
Spain 4,632  0.3  1,225  0.1 
Sweden 5,154  0.4  32,150  2.6 
Switzerland 6,826  0.4  965  0.1 
United Kingdom 126,637  9.4  5,305  0.4 
USA 909,906  67.2  851,863  68.4 
Total $ 1,353,938  100  % $ 1,245,647  100  %
Jocassee’s subscription facility with Bank of America N.A., which is non-recourse to the Company, had approximately $129.3 million and $176.3 million outstanding as of March 31, 2022 and December 31, 2021, respectively. Jocassee’s credit facility with Citibank, N.A., which is non-recourse to the Company, had approximately $347.9 million and $342.8 million outstanding as of March 31, 2022 and December 31, 2021, respectively. Jocassee’s term debt securitization, which is non-recourse to the Company, had approximately $323.1 million outstanding as of both March 31, 2022 and December 31, 2021.
The Company may sell portions of its investments via assignment to Jocassee. Since inception, as of March 31, 2022 and December 31, 2021, the Company had sold $830.8 million and $698.5 million, respectively, of its investments to Jocassee. For the three months ended March 31, 2022 and March 31, 2021, the Company realized a loss on the sales of its investments to Jocassee of $0.2 million and $0.3 million, respectively. As of March 31, 2022 and December 31, 2021, the Company had $180.0 million and $216.9 million, respectively, in unsettled receivables due from Jocassee that were included in "Receivable from unsettled transactions" in the accompanying Unaudited and Audited Consolidated Balance Sheets. The sale of the investments met the criteria set forth in ASC 860, Transfers and Servicing for treatment as a sale and satisfies the following conditions:
•Assigned investments have been isolated from the Company, and put presumptively beyond the reach of the Company and its creditors, even in bankruptcy or other receivership;
•each participant has the right to pledge or exchange the assigned investments it received, and no condition both constrains the participant from taking advantage of its right to pledge or exchange and provides more than a trivial benefit to the Company; and
•the Company, its consolidated affiliates or its agents do not maintain effective control over the assigned investments through either: (i) an agreement that entitles and/or obligates the Company to repurchase or redeem the assets before maturity, or (ii) the ability to unilaterally cause the holder to return specific assets, other than through a cleanup call.
The Company has determined that Jocassee is an investment company under ASC, Topic 946, Financial Services - Investment Companies, however, in accordance with such guidance, the Company will generally not consolidate its investment
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Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
in a company other than a substantially wholly owned investment company subsidiary, which is an extension of the operations of the Company, or a controlled operating company whose business consists of providing services to the Company. The Company does not consolidate its interest in Jocassee as it is not a substantially wholly owned investment company subsidiary. In addition, Jocassee is not an operating company and the Company does not control Jocassee due to the allocation of voting rights among Jocassee members.
As of March 31, 2022 and December 31, 2021, Jocassee had the following contributed capital and unfunded commitments from its members:
($ in thousands)
As of
March 31, 2022
As of December 31, 2021
Total contributed capital by Barings BDC, Inc. $ 35,000  $ 30,000 
Total contributed capital by all members $ 385,000  $ 330,000 
Total unfunded commitments by Barings BDC, Inc. $ 15,000  $ 20,000 
Total unfunded commitments by all members $ 165,000  $ 220,000 
Thompson Rivers LLC
On April 28, 2020, Thompson Rivers LLC (“Thompson Rivers”) was formed as a Delaware limited liability company. On May 13, 2020, the Company entered into a limited liability company agreement governing Thompson Rivers. Under Thompson Rivers’ current operating agreement, as amended to date, the Company has a capital commitment of $75.0 million of equity capital to Thompson Rivers, all of which has been funded as of March 31, 2022. As of March 31, 2022, aggregate commitments to Thompson Rivers by the Company and the other members under the current operating agreement total $450.0 million, all of which has been funded.
For the three months ended March 31, 2022, Thompson Rivers declared $20.0 million in dividends, of which $3.2 million was recognized as dividend income in the Company’s Unaudited Consolidated Statement of Operations.
As of March 31, 2022, Thompson Rivers had $2.7 billion in Ginnie Mae early buyout loans and $117.4 million in cash. As of December 31, 2021, Thompson Rivers had $3.1 billion in Ginnie Mae early buyout loans and $220.6 million in cash. As of March 31, 2022, Thompson Rivers had 14,270 outstanding loans with an average unpaid balance of $0.2 million and weighted average coupon of 3.9%. As of December 31, 2021, Thompson Rivers had 15,617 outstanding loans with an average unpaid balance of $0.2 million and weighted average coupon of 4.0%.
As of March 31, 2022 and December 31, 2021, the Thompson Rivers investment portfolio consisted of the following investments:
($ in thousands) Cost Percentage of
Total
Portfolio		 Fair Value Percentage of
Total
Portfolio
March 31, 2022:
Federal Housing Administration (“FHA”) loans $ 2,399,678  90  % $ 2,381,614  90  %
Veterans Affairs (“VA”) loans 277,194  10  % 271,393  10  %
$ 2,676,872  100  % $ 2,653,007  100  %
December 31, 2021:
Federal Housing Administration (“FHA”) loans $ 2,799,869  93  % $ 2,839,495  93  %
Veterans Affairs (“VA”) loans 224,660  7  % 223,540  7  %
$ 3,024,528  100  % $ 3,063,036  100  %
Thompson Rivers’ repurchase agreement with JPMorgan Chase Bank, which is non-recourse to the Company, had approximately $572.4 million and $694.8 million outstanding as of March 31, 2022 and December 31, 2021, respectively. Thompson Rivers’ repurchase agreement with Bank of America N.A., which is non-recourse to the Company, had approximately $1,087.3 million and $1,245.2 million outstanding as of March 31, 2022 and December 31, 2021, respectively. Thompson Rivers’ repurchase agreement with Barclays Bank, which is non-recourse to the Company, had approximately $749.7 million and $933.1 million outstanding as of March 31, 2022 and December 31, 2021, respectively.
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Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
The Company has determined that Thompson Rivers is an investment company under ASC, Topic 946, Financial Services - Investment Companies, however, in accordance with such guidance, the Company will generally not consolidate its investment in a company other than a substantially wholly owned investment company subsidiary, which is an extension of the operations of the Company, or a controlled operating company whose business consists of providing services to the Company. The Company does not consolidate its interest in Thompson Rivers as it is not a substantially wholly owned investment company subsidiary. In addition, Thompson Rivers is not an operating company and the Company does not control Thompson Rivers due to the allocation of voting rights among Thompson Rivers members.
As of March 31, 2022 and December 31, 2021, Thompson Rivers had the following contributed capital and unfunded commitments from its members:
($ in thousands)
As of
March 31, 2022
As of December 31, 2021
Total contributed capital by Barings BDC, Inc.(1) $ 79,411  $ 79,414 
Total contributed capital by all members $ 482,083  (2) $ 482,120  (3)
Total unfunded commitments by Barings BDC, Inc. $ —  $ — 
Total unfunded commitments by all members $ —  $ — 
(1)Includes $4.4 million of dividend re-investments.
(2)Includes dividend re-investments of $32.1 million and $162.1 million of total contributed capital by related parties.
(3)Includes dividend re-investments of $32.1 million and $162.3 million of total contributed capital by related parties.
Waccamaw River LLC
On January 4, 2021, Waccamaw River LLC (“Waccamaw River”) was formed as a Delaware limited liability company. On February 8, 2021, the Company entered into a limited liability company agreement governing Waccamaw River. Under Waccamaw River’s current operating agreement, as amended to date, the Company has a capital commitment of $25.0 million of equity capital to Waccamaw River, of which approximately $20.4 million (including approximately $5.3 million of recallable return of capital) has been funded as of March 31, 2022. As of March 31, 2022, aggregate commitments to Waccamaw River by the Company and the other members under the current operating agreement total $125.0 million, of which $102.1 million (including $14.0 million of recallable return of capital) has been funded.
On March 31, 2022, Waccamaw River declared $1.5 million in dividends, of which $0.3 million was recognized as dividend income in the Company’s Unaudited Consolidated Statement of Operations.
As of March 31, 2022, Waccamaw River had $89.7 million in unsecured consumer loans and $8.5 million in cash. As of December 31, 2021, Waccamaw River had $60.8 million in unsecured consumer loans and $4.9 million in cash. As of March 31, 2022, Waccamaw River had 7,964 outstanding loans with an average loan size of $11,522, remaining average life to maturity of 45.9 months and weighted average interest rate of 10.9%. As of December 31, 2021, Waccamaw River had 5,500 outstanding loans with an average loan size of $11,280, remaining average life to maturity of 46.5 months and weighted average interest rate of 10.9%.
The Company has determined that Waccamaw River is an investment company under ASC, Topic 946, Financial Services - Investment Companies, however, in accordance with such guidance, the Company will generally not consolidate its investment in a company other than a substantially wholly owned investment company subsidiary, which is an extension of the operations of the Company, or a controlled operating company whose business consists of providing services to the Company. The Company does not consolidate its interest in Waccamaw River as it is not a substantially wholly owned investment company subsidiary. In addition, Waccamaw River is not an operating company and the Company does not control Waccamaw River due to the allocation of voting rights among Waccamaw River members.
63
Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
As of March 31, 2022 and December 31, 2021, Waccamaw River had the following contributed capital and unfunded commitments from its members:
($ in thousands)
As of
March 31, 2022
As of
 December 31, 2021
Total contributed capital by Barings BDC, Inc. $ 25,700  $ 19,000 
Total contributed capital by all members $ 116,120  (1) $ 82,620  (4)
Total return of capital (recallable) by Barings BDC, Inc. $ (5,280) $ (5,280)
Total return of capital (recallable) by all members(2) $ (14,020) $ (14,020)
Total unfunded commitments by Barings BDC, Inc. $ 4,580  $ 11,280 
Total unfunded commitments by all members $ 22,900  (3) $ 56,400  (5)
(1)Includes $68.3 million of total contributed capital by related parties.
(2)Includes ($7.0) million of total return of capital (recallable) by related parties.
(3)Includes $13.7 million of unfunded commitments by related parties.
(4)Includes $48.2 million of total contributed capital by related parties.
(5)Includes $33.8 million of unfunded commitments by related parties.
Sierra Senior Loan Strategy JV I LLC
On February 25, 2022, as part of the Sierra Acquisition, the Company purchased its interest in Sierra Senior Loan Strategy JV I LLC (“Sierra JV”). The Company and MassMutual Ascend Life Insurance Company (“MMALIC”), a wholly-owned subsidiary of Massachusetts Mutual Life Insurance Company, are the members of Sierra JV, a joint venture formed as a Delaware limited liability company and commenced operations on July 15, 2015. Sierra JV’s investment objective is to generate current income and capital appreciation by investing primarily in the debt of privately-held middle market companies with a focus on senior secured first lien term loans. The members of Sierra JV make capital contributions as investments by Sierra JV are completed, and all portfolio and other material decisions regarding Sierra JV must be submitted to Sierra JV’s board of managers, which is comprised of four members, two of whom are selected by the Company and the other two are selected by MMALIC. Approval of Sierra JV’s board of managers requires the unanimous approval of a quorum of the board of managers, with a quorum consisting of equal representation of members appointed by each of the Company and MMALIC.
As of March 31, 2022, Sierra JV had total capital commitments of $124.5 million with the Company committing $110.1 million and MMALIC committing $14.5 million. The Company had fully funded its $110.1 million commitment and total commitments of $124.5 million were funded as of March 31, 2022.
The Company has determined that Sierra JV is an investment company under ASC, Topic 946, Financial Services - Investment Companies, however, in accordance with such guidance, the Company will generally not consolidate its investment in a company other than a substantially wholly owned investment company subsidiary, which is an extension of the operations of the Company, or a controlled operating company whose business consists of providing services to the Company. The Company does not consolidate its interest in Sierra JV as it is not a substantially wholly owned investment company subsidiary. In addition, Sierra JV is not an operating company and the Company does not control Sierra JV due to the allocation of voting rights among Sierra JV members.
As of March 31, 2022, the total cost and value of Sierra JV’s investment portfolio was $158.8 million and $152.0 million, respectively. As of March 31, 2022, the weighted average yield on the principal amount of Sierra JV’s outstanding debt investments was approximately 5.8%. As of March 31, 2022, the Sierra JV investment portfolio consisted of the following investments:
($ in thousands) Cost Percentage of
Total
Portfolio		 Fair Value Percentage of
Total
Portfolio
March 31, 2022:
Senior debt and 1st lien notes
$ 158,810  100  % $ 152,035  100  %
$ 158,810  100  % $ 152,035  100  %
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Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
The industry composition of Sierra JV’s investments at fair value at March 31, 2022, excluding short-term investments, was as follows:
($ in thousands) March 31, 2022
Automotive 6,069  4.0  %
Banking, Finance, Insurance and Real Estate 1,677  1.1 
Beverage, Food and Tobacco 4,481  2.9 
Capital Equipment 9,413  6.2 
Chemicals, Plastics, and Rubber 9,098  6.0 
Construction and Building 1,883  1.2 
Consumer goods: Durable 7,904  5.2 
Consumer goods: Non-durable 43  — 
Containers, Packaging and Glass 1,730  1.1 
Environmental Industries 8,638  5.7 
Forest Products & Paper 2,535  1.7 
Healthcare and Pharmaceuticals 15,848  10.4 
High Tech Industries 18,575  12.2 
Media: Advertising, Printing and Publishing 9,805  6.4 
Media: Diversified and Production 9,016  5.9 
Retail 12,183  8.0 
Services: Business 12,891  8.5 
Services: Consumer 8,637  5.7 
Transportation: Cargo 6,326  4.2 
Transportation: Consumer 5,283  3.5 
Total $ 152,035  100.0  %
Sierra JV’s revolving credit facility with Wells Fargo Bank, N.A., which is non-recourse to the Company, had $75.0 million outstanding as of March 31, 2022.
Eclipse Business Capital Holdings LLC
On July 8, 2021, the Company made an equity investment in Eclipse Business Capital Holdings LLC (“Eclipse”) of $89.8 million, a second lien senior secured loan of $4.5 million and unfunded revolver of $13.6 million, alongside other related party affiliates. As of March 31, 2022 and December 31, 2021, $2.7 million and $1.8 million, respectively, of the revolver was funded. Eclipse conducts its business through Eclipse Business Capital LLC. Eclipse is one of the country’s leading independent asset-based lending (“ABL”) platforms that provides financing to middle-market borrowers in the U.S. and Canada. Eclipse provides revolving lines of credit and term loans ranging in size from $10 – $125 million that are secured by collateral such as accounts receivable, inventory, equipment, or real estate. Eclipse lends to both privately-owned and publicly-traded companies across a range of industries, including manufacturing, retail, automotive, oil & gas, services, distribution, and consumer products. The addition of Eclipse to the portfolio allows the Company to participate in an asset class and commercial finance operations that offer differentiated income returns as compared to directly originated loans. Eclipse is led by a seasoned team of ABL experts.
The Company has determined that Eclipse is not an investment company under ASC, Topic 946, Financial Services - Investment Companies. Under ASC 810-10-15-12(d), an investment company generally does not consolidate an investee that is not an investment company other than a controlled operating company whose business consists of providing services to the company. Thus, the Company is not required to consolidate Eclipse because it does not provide services to the Company. Instead the Company accounts for its investment in Eclipse in accordance with ASC 946-320, presented as a single investment measured at fair value.
Valuation of Investments
The Company conducts the valuation of its investments, upon which its net asset value is primarily based, in accordance with its valuation policy, as well as established and documented processes and methodologies for determining the fair values of portfolio company investments on a recurring (at least quarterly) basis in accordance with the 1940 Act and FASB ASC Topic
65
Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
820, Fair Value Measurements and Disclosures ("ASC Topic 820"). The Company's current valuation policy and processes were established by the Adviser and have been approved by the Board.
Under ASC Topic 820, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between a willing buyer and a willing seller at the measurement date. For the Company’s portfolio securities, fair value is generally the amount that the Company might reasonably expect to receive upon the current sale of the security. The fair value measurement assumes that the sale occurs in the principal market for the security, or in the absence of a principal market, in the most advantageous market for the security. If no market for the security exists or if the Company does not have access to the principal market, the security should be valued based on the sale occurring in a hypothetical market.
Under ASC Topic 820, there are three levels of valuation inputs, as follows:
Level 1 Inputs – include quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2 Inputs – include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
Level 3 Inputs – include inputs that are unobservable and significant to the fair value measurement.
A financial instrument is categorized within the ASC Topic 820 valuation hierarchy based upon the lowest level of input to the valuation process that is significant to the fair value measurement. For example, a Level 3 fair value measurement may include inputs that are observable (Levels 1 and 2) and unobservable (Level 3). Therefore, unrealized appreciation and depreciation related to such investments categorized as Level 3 investments within the tables below may include changes in fair value that are attributable to both observable inputs (Levels 1 and 2) and unobservable inputs (Level 3).
The Company’s investment portfolio includes certain debt and equity instruments of privately held companies for which quoted prices or other observable inputs falling within the categories of Level 1 and Level 2 are generally not available. In such cases, the Company determines the fair value of its investments in good faith primarily using Level 3 inputs. In certain cases, quoted prices or other observable inputs exist, and if so, the Company assesses the appropriateness of the use of these third-party quotes in determining fair value based on (i) its understanding of the level of actual transactions used by the broker to develop the quote and whether the quote was an indicative price or binding offer and (ii) the depth and consistency of broker quotes and the correlation of changes in broker quotes with the underlying performance of the portfolio company.
There is no single standard for determining fair value in good faith, as fair value depends upon the specific circumstances of each individual investment. The recorded fair values of the Company’s Level 3 investments may differ significantly from fair values that would have been used had an active market for the securities existed. In addition, changes in the market environment and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on these investments to be different than the valuations currently assigned.
Investment Valuation Process
The Adviser has established a pricing committee that is, subject to the oversight of the Board, responsible for the approval, implementation and oversight of the processes and methodologies that relate to the pricing and valuation of assets held by the Company. The Adviser uses independent third-party providers to price the portfolio, but in the event an acceptable price cannot be obtained from an approved external source, the Adviser will utilize alternative methods in accordance with internal pricing procedures established by the Adviser's pricing committee.
At least annually, the Adviser conducts reviews of the primary pricing vendors to validate that the inputs used in the vendors’ pricing process are deemed to be market observable. While the Adviser is not provided access to proprietary models of the vendors, the reviews have included on-site walkthroughs of the pricing process, methodologies and control procedures for each asset class and level for which prices are provided. The review also includes an examination of the underlying inputs and assumptions for a sample of individual securities across asset classes, credit rating levels and various durations, a process the Adviser continues to perform annually. In addition, the pricing vendors have an established challenge process in place for all security valuations, which facilitates identification and resolution of prices that fall outside expected ranges. The Adviser believes that the prices received from the pricing vendors are representative of prices that would be received to sell the assets at the measurement date (i.e., exit prices).
The Company's money market fund investments are generally valued using Level 1 inputs and its equity investments listed on an exchange or on the NASDAQ National Market System are valued using Level 1 inputs, using the last quoted sale price of that day. The Company’s syndicated senior secured loans and structured products are generally valued using Level 2 inputs, which are generally valued at the bid quotation obtained from dealers in loans by an independent pricing service. The Company's middle-market, private debt and equity investments are generally valued using Level 3 inputs.
66
Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
Independent Valuation
The fair value of loans and equity investments that are not syndicated or for which market quotations are not readily available, including middle-market loans, are generally submitted to independent providers to perform an independent valuation on those loans and equity investments as of the end of each quarter. Such loans and equity investments are initially held at cost, as that is a reasonable approximation of fair value on the acquisition date, and monitored for material changes that could affect the valuation (for example, changes in interest rates or the credit quality of the borrower). At the quarter end following the initial acquisition, such loans and equity investments are generally sent to a valuation provider which will determine the fair value of each investment. The independent valuation providers apply various methods (synthetic rating analysis, discounting cash flows, and re-underwriting analysis) to establish the rate of return a market participant would require (the “discount rate”) as of the valuation date, given market conditions, prevailing lending standards and the perceived credit quality of the issuer. Future expected cash flows for each investment are discounted back to present value using these discount rates in the discounted cash flow analysis. A range of values will be provided by the valuation provider and the Adviser will determine the point within that range that it will use in making valuation recommendations to the Board, and will report to the Board on its rationale for each such determination. The Adviser uses its internal valuation model as a comparison point to validate the price range provided by the valuation provider and, where applicable, in determining the point within that range that it will use in making valuation recommendations to the Board. If the Adviser’s pricing committee disagrees with the price range provided, it may make a fair value recommendation to the Board that is outside of the range provided by the independent valuation provider, and will notify the Board of any such override and the reasons therefore. In certain instances, the Company may determine that it is not cost-effective, and as a result is not in the stockholders' best interests, to request an independent valuation firm to perform an independent valuation on certain investments. Such instances include, but are not limited to, situations where the fair value of the investment in the portfolio company is determined to be insignificant relative to the total investment portfolio. Pursuant to these procedures, the Board determines in good faith whether the Company's investments were valued at fair value in accordance with the Company's valuation policies and procedures and the 1940 Act based on, among other things, the input of Barings, the Company’s Audit Committee and the independent valuation firm.
Valuation Techniques
The Company's valuation techniques are based upon both observable and unobservable pricing inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company's market assumptions. The Company's assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the financial instrument. An independent pricing service provider is the preferred source of pricing a loan, however, to the extent the independent pricing service provider price is unavailable or not relevant and reliable, the Company will utilize alternative approaches such as broker quotes or manual prices. The Company attempts to maximize the use of observable inputs and minimize the use of unobservable inputs. The availability of observable inputs can vary from investment to investment and is affected by a wide variety of factors, including the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets and other characteristics particular to the security.
Valuation of Investments in Jocassee, Thompson Rivers, Waccamaw River, Sierra JV and MVC Private Equity Fund LP
As Jocassee, Thompson Rivers, Waccamaw River, Sierra JV and MVC Private Equity Fund LP are investment companies with no readily determinable fair values, the Company estimates the fair value of the Company’s investments in these entities using net asset value of each company and the Company’s ownership percentage as a practical expedient. The net asset value is determined in accordance with the specialized accounting guidance for investment companies.
67
Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
Level 3 Unobservable Inputs
The following tables summarize the significant unobservable inputs the Company used in the valuation of its Level 3 debt and equity securities as of March 31, 2022 and December 31, 2021. The weighted average range of unobservable inputs is based on fair value of investments.
March 31, 2022:
($ in thousands)
 Fair Value Valuation
Model		 Level 3
Input		 Range of
Inputs		 Weighted
Average		 Impact to Valuation from an Increase in Input
Senior debt and 1st lien notes(1)
$ 1,107,422  Yield Analysis Market Yield 5.5% – 38.2% 8.6% Decrease
19,998  Market Approach Adjusted EBITDA Multiple 0.3x – 4.5x 3.5x Increase
286,465  Recent Transaction Transaction Price 0% – 100.0% 98.1% Increase
Subordinated debt and 2nd lien notes(2)
170,059  Yield Analysis Market Yield 6.7% – 19.0% 12.2% Decrease
72,507  Market Approach Adjusted EBITDA Multiple 5.0x – 7.0x 5.2x Increase
1,592  Discounted Cash Flow Analysis Discount Rate 19.6% 19.6% Decrease
3,931  Recent Transaction Transaction Price 100% 100% Increase
Structured products 4,986  Discounted Cash Flow Analysis Discount Rate 6.3% 6.3% Decrease
Equity shares(3)
192,434  Market Approach Adjusted EBITDA Multiple 2.3x – 50.0x 9.5x Increase
5,953 
Expected Transaction(4)
Transaction Price $5,953 $5,953 Increase
7,904  Recent Transaction Transaction Price $0.67 – $1,000 $124.22 Increase
Equity warrants 72  Market Approach Adjusted EBITDA Multiple 0.3x – 6.5x 4.0x Increase
(1)Excludes investments with an aggregate fair value amounting to $26,646, which the Company valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs are not readily available.
(2)Excludes investments with an aggregate fair value amounting to $47,909, which the Company valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs are not readily available.
(3)Excludes investments with an aggregate fair value amounting to $3,030, which the Company valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs are not readily available.
(4)Estimated proceeds expected to be received under legally binding asset purchase agreement for sale of real estate held by portfolio company.
68
Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)

December 31, 2021:
($ in thousands)
 Fair Value Valuation
Model		 Level 3
Input		 Range of
Inputs		 Weighted
Average		 Impact to Valuation from an Increase in Input
Senior debt and 1st lien notes(1)
$ 717,374  Yield Analysis Market Yield 5.2% – 33.5% 7.7% Decrease
416,010  Recent Transaction Transaction Price 96.5% – 99.0% 97.7% Increase
Subordinated debt and 2nd lien notes(2)
107,345  Yield Analysis Market Yield 5.3% – 19.0% 11.5% Decrease
64,895  Market Approach Adjusted EBITDA Multiple 0.6x – 9.0x 5.67x Increase
40,354  Recent Transaction Transaction Price 97.0% – 100.0% 98.0% Increase
Equity shares(3)
137,393  Market Approach Adjusted EBITDA Multiple 5.5x – 54.0x 13.1x Increase
6,197 
Expected Transaction(4)
Transaction Price $6,197,037 $6,197,037 Increase
4,546  Recent Transaction Transaction Price $1.0 – $1,000 $140.03 Increase
Equity warrants 864  Market Approach Adjusted EBITDA Multiple 5.0x-6.0x 6.0x Increase
(1)Excludes investments with an aggregate fair value amounting to $3,938, which the Company valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs are not readily available.
(2)Excludes investments with an aggregate fair value amounting to $17,974, which the Company valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs are not readily available.
(3)Excludes investments with an aggregate fair value amounting to $3,146, which the Company valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs are not readily available.
(4)Estimated proceeds expected to be received under legally binding asset purchase agreement for sale of real estate held by portfolio company.
The following tables present the Company’s investment portfolio at fair value as of March 31, 2022 and December 31, 2021, categorized by the ASC Topic 820 valuation hierarchy, as previously described:
 
Fair Value as of March 31, 2022
($ in thousands) Level 1 Level 2 Level 3 Total
Senior debt and 1st lien notes
$ —  $ 115,215  $ 1,440,531  $ 1,555,746 
Subordinated debt and 2nd lien notes
—  21,646  295,997  317,643 
Structured products —  77,028  4,986  82,014 
Equity shares 94  10,050  209,322  219,466 
Equity warrants —  84  72  156 
Investments subject to leveling $ 94  $ 224,023  $ 1,950,908  $ 2,175,025 
Investment in joint ventures / PE fund(1) 228,400 
$ 2,403,425 
Fair Value as of December 31, 2021
($ in thousands) Level 1 Level 2 Level 3 Total
Senior debt and 1st lien notes
$ —  $ 84,275  $ 1,137,323  $ 1,221,598 
Subordinated debt and 2nd lien notes
—  9,468  230,569  240,037 
Structured products —  40,271  —  40,271 
Equity shares 111  3,084  151,282  154,477 
Equity warrants —  243  864  1,107 
Investments subject to leveling $ 111  $ 137,341  $ 1,520,038  $ 1,657,490 
Investment in joint ventures / PE fund(2) 143,104 
$ 1,800,594 
69
Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
(1)The Company's investments in Jocassee, Sierra JV, Thompson Rivers, Waccamaw River and MVC Private Equity Fund LP are measured at fair value using NAV and have not been categorized in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Unaudited Consolidated Balance Sheet and Consolidated Balance Sheet.
(2)The Company's investments in Jocassee, Thompson Rivers, Waccamaw River and MVC Private Equity Fund LP are measured at fair value using NAV and have not been categorized in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Unaudited Consolidated Balance Sheet and Consolidated Balance Sheet.
The following tables reconcile the beginning and ending balances of the Company’s investment portfolio measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the three months ended March 31, 2022 and 2021:
Three Months Ended
March 31, 2022:
($ in thousands)
Senior Debt
and 1st Lien
Notes
Subordinated Debt and 2nd Lien Notes
Structured Products Equity
Shares		 Equity Warrants Total
Fair value, beginning of period $ 1,137,323  $ 230,569  $ —  $ 151,282  $ 864  $ 1,520,038 
New investments 258,441  30,065  —  11,936  —  300,442 
Investments acquired in Sierra merger 210,176  54,177  —  7,065  72  271,490 
Transfers into Level 3, net 2,580  —  4,905  —  —  7,485 
Proceeds from sales of investments (151,580) —  —  (1,364) (250) (153,194)
Loan origination fees received (5,350) 36  —  —  —  (5,314)
Principal repayments received (7,773) (11,020) —  —  —  (18,793)
Payment-in-kind interest 308  6,984  —  —  —  7,292 
Accretion of loan premium/discount 7  10  —  —  —  17 
Accretion of deferred loan origination revenue 1,390  62  —  —  —  1,452 
Realized gain (loss) 611  8  —  —  (760) (141)
Unrealized appreciation (depreciation) (5,602) (14,894) 81  40,403  146  20,134 
Fair value, end of period $ 1,440,531  $ 295,997  $ 4,986  $ 209,322  $ 72  $ 1,950,908 
Three Months Ended
March 31, 2021:
($ in thousands)
Senior Debt
and 1st Lien
Notes
Subordinated Debt and 2nd Lien Notes
Equity
Shares		 Equity Warrants Total
Fair value, beginning of period $ 1,055,717  $ 130,820  $ 44,227  $ 1,134  $ 1,231,898 
New investments 227,057  14,478  1,073  —  242,608 
Transfers into Level 3, net —  2,234  424  —  2,658 
Proceeds from sales of investments (130,763) —  (5,946) —  (136,709)
Loan origination fees received (4,176) (402) —  —  (4,578)
Principal repayments received (12,260) (10,120) —  —  (22,380)
Payment-in-kind interest 229  7,008  —  —  7,237 
Accretion of loan premium/discount 3  7  —  —  10 
Accretion of deferred loan origination revenue 1,213  211  —  —  1,424 
Realized gain (loss) 1,605  3  (77) —  1,531 
Unrealized appreciation (depreciation) 756  (68) (2,883) (157) (2,352)
Fair value, end of period $ 1,139,381  $ 144,171  $ 36,818  $ 977  $ 1,321,347 
All realized gains and losses and unrealized appreciation and depreciation are included in earnings (changes in net assets) and are reported on separate line items within the Company’s Unaudited Consolidated Statements of Operations. Pre-tax net unrealized appreciation on Level 3 investments of $21.0 million during the three months ended March 31, 2022 was related to portfolio company investments that were still held by the Company as of March 31, 2022. Pre-tax net unrealized depreciation on Level 3 investments of $0.4 million during the three months ended March 31, 2021 was related to portfolio company investments that were still held by the Company as of March 31, 2021.
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During the three months ended March 31, 2022, the Company made investments of approximately $741.9 million in portfolio companies to which it was not previously contractually committed to provide such financing. During the three months ended March 31, 2022, the Company made investments of $30.5 million in portfolio companies to which it was previously committed to provide such financing.
During the three months ended March 31, 2021, the Company made investments of approximately $247.6 million in portfolio companies to which it was not previously contractually committed to provide such financing. During the three months ended March 31, 2021, the Company made investments of $27.3 million in portfolio companies to which it was previously committed to provide such financing.
Unsettled Purchases and Sales of Investments
Investment transactions are recorded based on the trade date of the transaction. As a result, unsettled purchases and sales are recorded as payables and receivables from unsettled transactions, respectively. While purchases and sales of the Company's syndicated senior secured loans generally settle on a T+7 basis, the settlement period will sometimes extend past the scheduled settlement. In such cases, the Company generally is contractually owed and recognizes interest income equal to the applicable margin ("spread") beginning on the T+7 date. Such income is accrued as interest receivable and is collected upon settlement of the investment transaction.
Realized Gain or Loss and Unrealized Appreciation or Depreciation of Portfolio Investments
Realized gains or losses are recorded upon the sale or liquidation of investments and are calculated as the difference between the net proceeds from the sale or liquidation, if any, and the cost basis of the investment using the specific identification method. Unrealized appreciation or depreciation reflects the difference between the fair value of the investments and the cost basis of the investments.
Investment Classification
In accordance with the provisions of the 1940 Act, the Company classifies investments by level of control. As defined in the 1940 Act, "Control Investments" are investments in those companies that the Company is deemed to "Control." "Affiliate Investments" are investments in those companies that are "Affiliated Persons" of the Company, as defined in the 1940 Act, other than Control Investments. "Non-Control / Non-Affiliate Investments" are those that are neither Control Investments nor Affiliate Investments. Generally, under the 1940 Act, the Company is deemed to control a company in which it has invested if the Company owns more than 25.0% of the voting securities (i.e., securities with the right to elect directors) and/or has the power to exercise control over the management or policies of such portfolio company. Generally, under the 1940 Act, “Affiliate Investments” that are not otherwise “Control Investments” are defined as investments in which the Company owns at least 5.0%, up to 25.0% (inclusive), of the voting securities and does not have the power to exercise control over the management or policies of such portfolio company.
Short-Term Investments
Short-term investments represent investments in money market funds.
Deferred Financing Fees
Costs incurred to issue debt are capitalized and are amortized over the term of the debt agreements using the effective interest method.
Investment Income
Interest income, including amortization of premium and accretion of discount, is recorded on the accrual basis to the extent that such amounts are expected to be collected. Generally, when interest and/or principal payments on a loan become past due, or if the Company otherwise does not expect the borrower to be able to service its debt and other obligations, the Company will place the loan on non-accrual status and will generally cease recognizing interest income on that loan for financial reporting purposes until all principal and interest have been brought current through payment or due to a restructuring such that the interest income is deemed to be collectible. The Company writes off any previously accrued and uncollected interest when it is determined that interest is no longer considered collectible. As of March 31, 2022 and December 31, 2021,
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the Company had seven and two portfolio companies, respectively, with investments that were on non-accrual. Dividend income is recorded on the ex-dividend date.
Payment-in-Kind Interest
The Company currently holds, and expects to hold in the future, some loans in its portfolio that contain payment-in-kind ("PIK") interest provisions. PIK interest, computed at the contractual rate specified in each loan agreement, is periodically added to the principal balance of the loan, rather than being paid to the Company in cash, and is recorded as interest income. Thus, the actual collection of PIK interest may be deferred until the time of debt principal repayment.
PIK interest, which is a non-cash source of income at the time of recognition, is included in the Company’s taxable income and therefore affects the amount the Company is required to distribute to its stockholders to maintain its tax treatment as a RIC for federal income tax purposes, even though the Company has not yet collected the cash. Generally, when current cash interest and/or principal payments on a loan become past due, or if the Company otherwise does not expect the borrower to be able to service its debt and other obligations, the Company will place the loan on non-accrual status and will generally cease recognizing PIK interest income on that loan for financial reporting purposes until all principal and interest have been brought current through payment or due to a restructuring such that the interest income is deemed to be collectible. The Company writes off any accrued and uncollected PIK interest when it is determined that the PIK interest is no longer collectible.
Fee Income
Origination, facility, commitment, consent and other advance fees received in connection with loan agreements ("Loan Origination Fees") are recorded as deferred income and recognized as investment income over the term of the loan. Upon prepayment of a loan, any unamortized Loan Origination Fees are recorded as investment income. In the general course of its business, the Company receives certain fees from portfolio companies, which are non-recurring in nature. Such fees include loan prepayment penalties, structuring fees and loan waiver and amendment fees, and are recorded as investment income when earned.
Fee income for the three months ended March 31, 2022 and 2021 was as follows:
Three Months Ended
Three Months Ended
($ in thousands) March 31, 2022 March 31, 2021
Recurring Fee Income:
Amortization of loan origination fees $ 1,327  $ 1,078 
Management, valuation and other fees (585) 581 
Total Recurring Fee Income 742  1,659 
Non-Recurring Fee Income:
Prepayment fees —  50 
Acceleration of unamortized loan origination fees 196  403 
Advisory, loan amendment and other fees 259  21 
Total Non-Recurring Fee Income 455  474 
Total Fee Income $ 1,197  $ 2,133 
Concentration of Credit Risk
As of both March 31, 2022 and December 31, 2021, there were no individual investments representing greater than 10% of the fair value of the Company’s portfolio. As of March 31, 2022 and December 31, 2021, the Company’s largest single portfolio company investment represented approximately 5.2% and 5.5%, respectively, of the fair value of the Company’s portfolio, exclusive of short-term investments. Income, consisting of interest, dividends, fees, other investment income and realization of gains or losses on equity interests, can fluctuate dramatically upon repayment of an investment or sale of an equity interest and in any given year can be highly concentrated among several portfolio companies.
The Company places its cash with financial institutions and, at times, cash may exceed insured limits under applicable law.
As of March 31, 2022, all of the Company's assets were or will be pledged as collateral for the February 2019 Credit Facility.
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Investments Denominated in Foreign Currencies
As of March 31, 2022, the Company held one investment that was denominated in Canadian dollars, one investment that was denominated in Danish kroner, eight investments that were denominated in Australian dollars, one investment that was denominated in New Zealand dollars, one investment that was denominated in Swedish kronas, 40 investments that were denominated in Euros and 21 investments that were denominated in British pounds sterling. As of December 31, 2021, the Company held one investment that was denominated in Canadian dollars, one investment that was denominated in Danish kroner, five investments that were denominated in Australian dollars, one investment that was denominated in Swedish kronas, 36 investments that were denominated in Euros and 18 investments that were denominated in British pounds sterling.
At each balance sheet date, portfolio company investments denominated in foreign currencies are translated into United States dollars using the spot exchange rate on the last business day of the period. Purchases and sales of foreign portfolio company investments, and any income from such investments, are translated into United States dollars using the rates of exchange prevailing on the respective dates of such transactions.
Although the fair values of foreign portfolio company investments and the fluctuation in such fair values are translated into United States dollars using the applicable foreign exchange rates described above, the Company does not separately report that portion of the change in fair values resulting from foreign currency exchange rates fluctuations from the change in fair values of the underlying investment. All fluctuations in fair value are included in net unrealized appreciation (depreciation) of investments in the Company's Unaudited Consolidated Statements of Operations.
In addition, during both the three months ended March 31, 2022 and March 31, 2021, the Company entered into forward currency contracts primarily to help mitigate the impact that an adverse change in foreign exchange rates would have on net interest income from the Company's investments and related borrowings denominated in foreign currencies. Net unrealized appreciation or depreciation on foreign currency contracts are included in "Net unrealized appreciation (depreciation) - foreign currency transactions" and net realized gains or losses on forward currency contracts are included in "Net realized gains (losses) - foreign currency transactions" in the Company's Unaudited Consolidated Statements of Operations.
Investments denominated in foreign currencies and foreign currency transactions may involve certain considerations and risks not typically associated with those of domestic origin, including unanticipated movements in the value of the foreign currency relative to the U.S. Dollar.
4. INCOME TAXES
The Company has elected for federal income tax purposes to be treated, and intends to qualify annually, as a RIC under the Code and intends to make the required distributions to its stockholders as specified therein. In order to maintain its tax treatment as a RIC, the Company must meet certain minimum distribution, source-of-income and asset diversification requirements. If such requirements are met, then the Company is generally required to pay taxes only on the portion of its taxable income and gains it does not distribute (actually or constructively) and certain built-in gains. The Company has historically met its minimum distribution requirements and continually monitors its distribution requirements with the goal of ensuring compliance with the Code.
Depending on the level of investment company taxable income (“ICTI”) and net capital gains, if any, or taxable income, the Company may choose to carry forward undistributed taxable income and pay a 4% nondeductible U.S. federal excise tax on certain undistributed income unless the Company distributes, in a timely manner, an amount at least equal to the sum of (i) 98% of net ordinary income for each calendar year, (ii) 98.2% of the amount by which capital gains exceed capital losses (adjusted for certain ordinary losses) for the one-year period ending October 31 in that calendar year and (iii) certain undistributed amounts from previous years on which the Company paid no U.S. federal income tax. Any such carryover of taxable income must be distributed before the end of that next tax year through a dividend declared prior to filing of the tax return related to the year which generated such taxable income not to be subject to U.S. federal income tax.
Tax positions taken or expected to be taken in the course of preparing the Company's tax returns are evaluated to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than not threshold would be recorded as a tax benefit or expense in the current year. Management has analyzed the Company's tax positions taken, or to be taken, on federal income tax returns for all open tax years (fiscal years 2018-2020), and has concluded that the provision for uncertain tax positions in the Company's financial statements is appropriate.
Taxable income generally differs from increase in net assets resulting from operations due to temporary and permanent differences in the recognition of income and expenses, and generally excludes net unrealized gains or losses, as unrealized gains or losses are generally not included in taxable income until they are realized. The Company makes certain adjustments to the
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Notes to Unaudited Consolidated Financial Statements — (Continued)
classification of net assets as a result of permanent book-to-tax differences, which include differences in the book and tax basis of certain assets and liabilities, and nondeductible federal taxes or losses among other items. To the extent these differences are permanent, they are charged or credited to additional paid in capital, or total distributable earnings (loss), as appropriate.
For federal income tax purposes, the cost of investments owned as of March 31, 2022 and December 31, 2021 was approximately $2,399.8 million and $1,792.1 million, respectively. As of March 31, 2022, net unrealized appreciation on the Company's investments (tax basis) was approximately $15.9 million, consisting of gross unrealized appreciation, where the fair value of the Company's investments exceeds their tax cost, of approximately $78.6 million and gross unrealized depreciation, where the tax cost of the Company's investments exceeds their fair value, of approximately $62.7 million. As of December 31, 2021, net unrealized depreciation on the Company's investments (tax basis) was approximately $16.4 million, consisting of gross unrealized appreciation, where the fair value of the Company's investments exceeds their tax cost, of approximately $45.6 million and gross unrealized depreciation, where the tax cost of the Company's investments exceeds their fair value, of approximately $29.2 million.
In addition, the Company has wholly-owned taxable subsidiaries (the “Taxable Subsidiaries”), which hold certain portfolio investments that are listed on the Unaudited and Audited Consolidated Schedules of Investments. The Taxable Subsidiaries are consolidated for financial reporting purposes, such that the Company’s consolidated financial statements reflect the Company’s investments in the portfolio companies owned by the Taxable Subsidiaries. The purpose of the Taxable Subsidiaries is to permit the Company to hold certain portfolio companies that are organized as LLCs (or other forms of pass-through entities) and still satisfy the RIC tax requirement that at least 90% of the RIC’s gross revenue for income tax purposes must consist of qualifying investment income. Absent the Taxable Subsidiaries, a proportionate amount of any gross income of an LLC (or other pass-through entity) portfolio investment would flow through directly to the RIC. To the extent that such income did not consist of qualifying investment income, it could jeopardize the Company’s ability to qualify as a RIC and therefore cause the Company to incur significant amounts of federal income taxes. When LLCs (or other pass-through entities) are owned by the Taxable Subsidiaries, their income is taxed to the Taxable Subsidiaries and does not flow through to the RIC, thereby helping the Company preserve its RIC tax treatment and resultant tax advantages. The Taxable Subsidiaries are not consolidated for income tax purposes and may generate income tax expense as a result of their ownership of the portfolio companies. This income tax expense or benefit, if any, is reflected in the Company’s Unaudited Consolidated Statements of Operations. Additionally, any unrealized appreciation related to portfolio investments held by the Taxable Subsidiaries (net of unrealized depreciation related to portfolio investments held by the Taxable Subsidiaries) is reflected net of applicable federal and state income taxes, if any, in the Company's Consolidated Statements of Operations, with the related deferred tax assets or liabilities, if any, included in "Accounts payable and accrued liabilities" in the Company's Unaudited and Audited Consolidated Balance Sheets.
As of March 31, 2022, two of the Company’s taxable subsidiaries had a deferred tax asset of $8.6 million pertaining to operating losses and tax basis differences related to certain partnership interests, and the Company’s other taxable subsidiary had a deferred tax liability of $0.8 million pertaining to tax basis differences related to certain partnership interests. As of December 31, 2021, the Company’s taxable subsidiaries had a deferred tax asset of $8.6 million pertaining to operating losses and tax basis differences related to certain partnership interests. A valuation allowance is provided against deferred tax assets when it is more likely than not that some portion or all of the deferred tax asset will not be realized. As of both March 31, 2022 and December 31, 2021, given the losses generated by the entity, the deferred tax assets have been offset by a valuation allowance of $8.6 million.
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Notes to Unaudited Consolidated Financial Statements — (Continued)
5. BORROWINGS
The Company had the following borrowings outstanding as of March 31, 2022 and December 31, 2021: 
Issuance Date
($ in thousands)		 Maturity Date
Interest Rate as of March 31, 2022
 March 31, 2022 December 31, 2021
Credit Facilities:
February 21, 2019 February 21, 2025 2.272% $ 757,217  $ 655,189 
Total Credit Facilities $ 757,217  $ 655,189 
Notes:
September 24, 2020 - August 2025 Notes August 4, 2025 4.660% $ 25,000  $ 25,000 
September 29, 2020 - August 2025 Notes August 4, 2025 4.660% 25,000  25,000 
November 5, 2020 - Series B Notes November 4, 2025 4.250% 62,500  62,500 
November 5, 2020 - Series C Notes November 4, 2027 4.750% 112,500  112,500 
February 25, 2021 Series D Notes February 26, 2026 3.410% 80,000  80,000 
February 25, 2021 Series E Notes February 26, 2028 4.060% 70,000  70,000 
November 23, 2021 - November 2026 Notes November 23, 2026 3.300% 350,000  350,000 
(Less: Deferred financing fees) (7,159) (7,444)
Total Notes $ 717,841  $ 717,556 
February 2019 Credit Facility
The Company has entered into the February 2019 Credit Facility with ING, as administrative agent, and the lenders party thereto. The initial commitments under the February 2019 Credit Facility total $800.0 million. Effective on November 4, 2021, the Company increased aggregate commitments under the February 2019 Credit Facility to $875.0 million from $800.0 million pursuant to the accordion feature under the February 2019 Credit Facility, which allows for an increase in the total commitments to an aggregate of $1.2 billion subject to certain conditions and the satisfaction of specified financial covenants. Effective February 25, 2022, the Company increased aggregate commitments under the February 2019 Credit Facility to $965.0 million from $875.0 million pursuant to the accordion feature under the February 2019 Credit Facility, and the allowance for an increase in the total commitments increased to $1.5 billion from $1.2 billion subject to certain conditions and the satisfaction of specified financial covenants. The Company can borrow foreign currencies directly under the February 2019 Credit Facility. The February 2019 Credit Facility, which is structured as a revolving credit facility, is secured primarily by a material portion of the Company's assets and guaranteed by certain subsidiaries of the Company. Following the termination on June 30, 2020 of Barings BDC Senior Funding I, LLC’s (“BSF”) credit facility entered into in August 2018 with Bank of America, N.A. (the “August 2018 Credit Facility”), BSF became a subsidiary guarantor and its assets secure the February 2019 Credit Facility. The revolving period of the February 2019 Credit Facility ends on February 21, 2024, followed by a one-year repayment period with a maturity date of February 21, 2025.
Borrowings denominated in U.S. Dollars under the February 2019 Credit Facility bear interest, subject to the Company’s election, on a per annum basis equal to (i) the alternate base rate plus 1.25% (or 1.00% for so long as the Company maintains an investment grade credit rating) or (ii) the term Secured Overnight Financing Rate (“SOFR”) plus 2.25% (or 2.00% for so long as the Company maintains an investment grade credit rating) plus a credit spread adjustment of 0.10% for borrowings with an interest period of one month, 0.15% for borrowings with an interest period of three months or 0.25% for borrowings with an interest period of six months. The alternate base rate is equal to the greatest of (i) the prime rate, (ii) the federal funds rate plus 0.5%, (iii) the Overnight Bank Funding Rate plus 0.5%, (iv) one-month term SOFR plus 1.0% plus a credit spread adjustment of 0.10% and (v) 1.0%. For borrowings denominated in certain foreign currencies other than Australian dollars, the applicable currency rate for the foreign currency as defined in the credit agreement plus 2.00% (or 2.25% if the Company no longer maintains an investment grade credit rating) or for borrowings denominated in Australian dollars, the applicable Australian dollars Screen Rate, plus 2.20% (or 2.45% if the Company no longer maintains an investment grade credit rating).
In addition, the Company pays a commitment fee of (i) 0.5% per annum on undrawn amounts if the unused portion of the February 2019 Credit Facility is greater than two-thirds of total commitments or (ii) 0.375% per annum on undrawn amounts if the unused portion of the February 2019 Credit Facility is equal to or less than two-thirds of total commitments. In connection with entering into the February 2019 Credit Facility, the Company incurred financing fees of approximately $6.4 million, which will be amortized over the remaining life of the February 2019 Credit Facility.
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Notes to Unaudited Consolidated Financial Statements — (Continued)
The February 2019 Credit Facility contains certain affirmative and negative covenants, including but not limited to (i) maintaining minimum stockholders' equity, (ii) maintaining minimum obligors' net worth, (iii) maintaining a minimum asset coverage ratio, (iv) meeting a minimum liquidity test and (v) maintaining the Company's status as a regulated investment company and as a business development company. The February 2019 Credit Facility also contains customary events of default with customary cure and notice provisions, including, without limitation, nonpayment, misrepresentation of representations and warranties in a material respect, breach of covenant, cross-default to other indebtedness, bankruptcy, change of control, and material adverse effect. The February 2019 Credit Facility also permits the administrative agent to select an independent third-party valuation firm to determine valuations of certain portfolio investments for purposes of borrowing base provisions. As of March 31, 2022, the Company was in compliance with all covenants under the February 2019 Credit Facility.
As of March 31, 2022, the Company had U.S. dollar borrowings of $472.0 million outstanding under the February 2019 Credit Facility with an interest rate of 2.318% (one month SOFR of 0.218%), borrowings denominated in Swedish kronas of 12.8kr million ($1.4 million U.S. dollars) with an interest rate of 2.000% (one month STIBOR of 0.000%), borrowings denominated in British pounds sterling of £77.6 million ($102.1 million U.S. dollars) with an interest rate of 2.477% (one month SONIA of 0.477%), borrowings denominated in Australian dollars of A$36.6 million ($27.5 million U.S. dollars) with an interest rate of 2.250% (one month AUD Screen Rate of 0.250%) and borrowings denominated in Euros of €138.6 million ($154.2 million U.S. dollars) with an interest rate of 2.000% (one month EURIBOR of 0.000%). The borrowings denominated in foreign currencies were translated into U.S. dollars based on the spot rate at the relevant balance sheet date. The impact resulting from changes in foreign exchange rates on the February 2019 Credit Facility borrowings is included in "Net unrealized appreciation (depreciation) - foreign currency transactions" in the Company's Unaudited Consolidated Statements of Operations.
As of December 31, 2021, the Company had U.S. dollar borrowings of $377.0 million outstanding under the February 2019 Credit Facility with an interest rate of 2.125% (one month LIBOR of 0.125%), borrowings denominated in Swedish kronas of 12.8kr million ($1.4 million U.S. dollars) with an interest rate of 2.000% (one month STIBOR of 0.000%), borrowings denominated in British pounds sterling of £68.3 million ($92.5 million U.S. dollars) with an average interest rate of 2.125% (one month GBP LIBOR of 0.125%), borrowings denominated in Australian dollars of A$36.6 million ($26.6 million U.S. dollars) with an interest rate of 2.250% (one month AUD Screen Rate of 0.250%) and borrowings denominated in Euros of €138.6 million ($157.6 million U.S. dollars) with an interest rate of 2.00% (one month EURIBOR of 0.000%). The borrowings denominated in foreign currencies were translated into U.S. dollars based on the spot rate at the relevant balance sheet date. The impact resulting from changes in foreign exchange rates on the February 2019 Credit Facility borrowings is included in "Net unrealized appreciation (depreciation) - foreign currency transactions" in the Company's Unaudited Consolidated Statements of Operations.
As of March 31, 2022 and December 31, 2021, the total fair value of the borrowings outstanding under the February 2019 Credit Facility was $757.2 million and $655.2 million, respectively. The fair values of the borrowings outstanding under the February 2019 Credit Facility are based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.
August 2025 Notes
On August 3, 2020, the Company entered into a Note Purchase Agreement (the "August 2020 NPA") with Massachusetts Mutual Life Insurance Company governing the issuance of (1) $50.0 million in aggregate principal amount of Series A senior unsecured notes due August 2025 (the "Series A Notes due 2025") with a fixed interest rate of 4.66% per year, and (2) up to $50.0 million in aggregate principal amount of additional senior unsecured notes due August 2025 with a fixed interest rate per year to be determined (the "Additional Notes" and, collectively with the Series A Notes due 2025, the "August 2025 Notes"), in each case, to qualified institutional investors in a private placement. An aggregate principal amount of $25.0 million of the Series A Notes due 2025 was issued on September 24, 2020 and an aggregate principal amount of $25.0 million of the Series A Notes due 2025 was issued on September 29, 2020, both of which will mature on August 4, 2025 unless redeemed, purchased or prepaid prior to such date by the Company in accordance with their terms. Interest on the August 2025 Notes is due semiannually in March and September, beginning in March 2021. In addition, the Company is obligated to offer to repay the August 2025 Notes at par (plus accrued and unpaid interest to, but not including, the date of prepayment) if certain change in control events occur. Subject to the terms of the August 2020 NPA, the Company may redeem the August 2025 Notes in whole or in part at any time or from time to time at the Company’s option at par plus accrued interest to the prepayment date and, if redeemed on or before November 3, 2024, a make-whole premium. The August 2025 Notes are guaranteed by certain of the
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Company's subsidiaries, and are the Company's general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company.
On November 4, 2020, the Company amended the August 2020 NPA to reduce the aggregate principal amount of unissued Additional Notes from $50.0 million to $25.0 million.
The August 2020 NPA contains certain representations and warranties, and various covenants and reporting requirements customary for senior unsecured notes issued in a private placement, including, without limitation, affirmative and negative covenants such as information reporting, maintenance of the Company’s status as a BDC within the meaning of the 1940 Act, certain restrictions with respect to transactions with affiliates, fundamental changes, changes of line of business, permitted liens, investments and restricted payments, minimum shareholders’ equity, maximum net debt to equity ratio and minimum asset coverage ratio. The August 2020 NPA also contains customary events of default with customary cure and notice periods, including, without limitation, nonpayment, incorrect representation in any material respect, breach of covenant, cross-default under our other indebtedness or that of our subsidiary guarantors, certain judgements and orders, and certain events of bankruptcy. Upon the occurrence of an event of default, the holders of at least 66-2/3% in principal amount of the August 2025 Notes at the time outstanding may declare all August 2025 Notes then outstanding to be immediately due and payable. As of March 31, 2022, the Company was in compliance with all covenants under the August 2020 NPA.
The August 2025 Notes were offered in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The August 2025 Notes have not and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, as applicable.
As of March 31, 2022 and December 31, 2021, the fair value of the outstanding August 2025 Notes was $49.7 million and $52.2 million, respectively. The fair value determination of the August 2025 Notes was based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.
November Notes
On November 4, 2020, the Company entered into a Note Purchase Agreement (the “November 2020 NPA”) governing the issuance of (1) $62.5 million in aggregate principal amount of Series B senior unsecured notes due November 2025 (the “Series B Notes”) with a fixed interest rate of 4.25% per year and (2) $112.5 million in aggregate principal amount of Series C senior unsecured notes due November 2027 (the “Series C Notes” and, collectively with the Series B Notes, the “November Notes”) with a fixed interest rate of 4.75% per year, in each case, to qualified institutional investors in a private placement. Each stated interest rate is subject to a step up of (x) 0.75% per year, to the extent the applicable November Notes do not satisfy certain investment grade conditions and/or (y) 1.50% per year, to the extent the ratio of the Company’s secured debt to total assets exceeds specified thresholds, measured as of each fiscal quarter end. The November Notes were delivered and paid for on November 5, 2020. The Series B Notes will mature on November 4, 2025, and the Series C Notes will mature on November 4, 2027 unless redeemed, purchased or prepaid prior to such date by the Company in accordance with their terms. Interest on the November Notes is due semiannually in May and November, beginning in May 2021. In addition, the Company is obligated to offer to repay the November Notes at par (plus accrued and unpaid interest to, but not including, the date of prepayment) if certain change in control events occur. Subject to the terms of the November 2020 NPA, the Company may redeem the Series B Notes and the Series C Notes in whole or in part at any time or from time to time at the Company’s option at par plus accrued interest to the prepayment date and, if redeemed on or before May 4, 2025, with respect to the Series B Notes, or on or before May 4, 2027, with respect to the Series C Notes, a make-whole premium. The November Notes are guaranteed by certain of the Company’s subsidiaries, and are the Company's general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company.
The November 2020 NPA contains certain representations and warranties, and various covenants and reporting requirements customary for senior unsecured notes issued in a private placement, including, without limitation, affirmative and negative covenants such as information reporting, maintenance of the Company’s status as a BDC within the meaning of the 1940 Act, certain restrictions with respect to transactions with affiliates, fundamental changes, changes of line of business, permitted liens, investments and restricted payments, minimum shareholders’ equity, maximum net debt to equity ratio and minimum asset coverage ratio. The November 2020 NPA also contains customary events of default with customary cure and notice periods, including, without limitation, nonpayment, incorrect representation in any material respect, breach of covenant, cross-default under our other indebtedness or that of our subsidiary guarantors, certain judgements and orders, and certain events of bankruptcy. Upon the occurrence of an event of default, the holders of at least 66-2/3% in principal amount of the November Notes at the time outstanding may declare all November Notes then outstanding to be immediately due and payable. As of March 31, 2022, the Company was in compliance with all covenants under the November 2020 NPA.
77
Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
The November Notes were offered in reliance on Section 4(a)(2) of the Securities Act. The November Notes have not and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, as applicable.
As of March 31, 2022 and December 31, 2021, the fair value of the outstanding Series B Notes was $61.1 million and $64.1 million, respectively. As of March 31, 2022 and December 31, 2021, the fair value of the outstanding Series C Notes was $109.0 million and $115.3 million, respectively. The fair value determinations of the Series B Notes and Series C Notes were based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.
February Notes
On February 25, 2021, the Company entered into a Note Purchase Agreement (the “February 2021 NPA”) governing the issuance of (1) $80.0 million in aggregate principal amount of Series D senior unsecured notes due February 26, 2026 (the “Series D Notes”) with a fixed interest rate of 3.41% per year and (2) $70.0 million in aggregate principal amount of Series E senior unsecured notes due February 26, 2028 (the “Series E Notes” and, collectively with the Series D Notes, the “February Notes”) with a fixed interest rate of 4.06% per year, in each case, to qualified institutional investors in a private placement. Each stated interest rate is subject to a step up of (x) 0.75% per year, to the extent the applicable February Notes do not satisfy certain investment grade rating conditions and/or (y) 1.50% per year, to the extent the ratio of the Company’s secured debt to total assets exceeds specified thresholds, measured as of each fiscal quarter end. The February Notes were delivered and paid for on February 26, 2021.
The Series D Notes will mature on February 26, 2026, and the Series E Notes will mature on February 26, 2028 unless redeemed, purchased or prepaid prior to such date by the Company in accordance with the terms of the February 2021 NPA. Interest on the February Notes is due semiannually in February and August of each year, beginning in August 2021. In addition, the Company is obligated to offer to repay the February Notes at par (plus accrued and unpaid interest to, but not including, the date of prepayment) if certain change in control events occur. Subject to the terms of the February 2021 NPA, the Company may redeem the Series D Notes and the Series E Notes in whole or in part at any time or from time to time at the Company’s option at par plus accrued interest to the prepayment date and, if redeemed on or before August 26, 2025, with respect to the Series D Notes, or on or before August 26, 2027, with respect to the Series E Notes, a make-whole premium. The February Notes are guaranteed by certain of the Company’s subsidiaries, and are the Company's general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company.
The February 2021 NPA contains certain representations and warranties, and various covenants and reporting requirements customary for senior unsecured notes issued in a private placement , including, without limitation, information reporting, maintenance of the Company’s status as a BDC within the meaning of the 1940 Act, and certain restrictions with respect to transactions with affiliates, fundamental changes, changes of line of business, permitted liens, investments and restricted payments. In addition, the February 2021 NPA contains the following financial covenants: (a) maintaining a minimum obligors’ net worth, measured as of each fiscal quarter end; (b) not permitting the Company’s asset coverage ratio, as of the date of the incurrence of any debt for borrowed money or the making of any cash dividend to shareholders, to be less than the statutory minimum then applicable to the Company under the 1940 Act; and (c) not permitting the Company’s net debt to equity ratio to exceed 2.0x, measured as of each fiscal quarter end.
The February 2021 NPA also contains customary events of default with customary cure and notice periods, including, without limitation, nonpayment, incorrect representation in any material respect, breach of covenant, cross-default under other indebtedness or that of the Company’s subsidiary guarantors, certain judgements and orders, and certain events of bankruptcy. Upon the occurrence of certain events of default, the holders of at least 66-2/3% in principal amount of the February Notes at the time outstanding may declare all February Notes then outstanding to be immediately due and payable. As of March 31, 2022, the Company was in compliance with all covenants under the February 2021 NPA.
The February Notes were offered in reliance on Section 4(a)(2) of the Securities Act. The February Notes have not and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, as applicable.
As of March 31, 2022 and December 31, 2021, the fair value of the outstanding Series D Notes were $75.5 million and $79.2 million, respectively. As of March 31, 2022 and December 31, 2021, the fair value of the outstanding Series E Notes was $65.2 million and $68.7 million, respectively. The fair value determinations of the Series D Notes and Series E Notes were based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.
78
Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
November 2026 Notes
On November 23, 2021, the Company and U.S. Bank National Association (the “Trustee”) entered into an Indenture (the “Base Indenture”) and a Supplemental Indenture (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). The First Supplemental Indenture relates to the Company’s issuance of $350.0 million aggregate principal amount of its 3.300% notes due 2026 (the “November 2026 Notes”).

The November 2026 Notes will mature on November 23, 2026 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 November 2026 Notes bear interest at a rate of 3.300% per year payable semi-annually on May 23 and November 23 of each year, commencing on May 23, 2022. The November 2026 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 November 2026 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 1940 Act, whether or not it is subject to those requirements, and to provide financial information to the holders of the November 2026 Notes and the Trustee if the Company is no longer subject to the reporting requirements under the Exchange Act. 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 will generally be required to make an offer to purchase the outstanding November 2026 Notes at a price equal to 100% of the principal amount of such November 2026 Notes plus accrued and unpaid interest to the repurchase date.
As of March 31, 2022 and December 31, 2021, the fair value of the outstanding November 2026 Notes was $320.9 million and $346.8 million, respectively. The fair value determinations of the November 2026 Notes were based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.
6. DERIVATIVE INSTRUMENTS
MVC Credit Support Agreement
In connection with the MVC Acquisition, on December 23, 2020, promptly following the closing of the Company’s merger with MVC, the Company and the Adviser entered into the MVC Credit Support Agreement, pursuant to which the Adviser has agreed to provide credit support to the Company in the amount of up to $23.0 million relating to the net cumulative realized and unrealized losses on the acquired MVC investment portfolio over a 10-year period. See “Note 2 – Agreements and Related Party Transactions” for additional information regarding the MVC Credit Support Agreement. Net unrealized appreciation or depreciation on the MVC Credit Support Agreement is included in "Net unrealized appreciation (depreciation) - credit support agreements" in the Company’s Unaudited Consolidated Statements of Operations.
The following tables present the fair value and aggregate unrealized depreciation of the MVC Credit Support Agreement as of March 31, 2022 and December 31, 2021:
As of March 31, 2022
Description
($ in thousands)
 Counter Party Settlement Date Notional Amount Value Unrealized Appreciation (Depreciation)
MVC Credit Support Agreement Barings LLC 01/01/31 $ 23,000  $ 15,000  $ 1,400 
Total MVC Credit Support Agreement $ 1,400 
As of December 31, 2021
Description
($ in thousands)
 Counter Party Settlement Date Notional Amount Value Unrealized Appreciation (Depreciation)
MVC Credit Support Agreement Barings LLC 01/01/31 $ 23,000  $ 15,400  $ 1,800 
Total MVC Credit Support Agreement $ 1,800 
79
Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
As of March 31, 2022 and December 31, 2021, the fair value of the MVC Credit Support Agreement was $15.0 million and $15.4 million, respectively, and is included in "Credit support agreements" in the accompanying Unaudited and Audited Consolidated Balance Sheets. The fair value of the MVC Credit Support Agreement was determined based on an income approach, with the primary inputs being the enterprise value, the continuously annual risk-free interest rate, a measure of expected asset volatility, and the expected time until an exit event for each portfolio company in the MVC Reference Portfolio, which are all Level 3 inputs.
Sierra Credit Support Agreement
In connection with the Sierra Acquisition, on February 25, 2022, promptly following the closing of the Company’s merger with Sierra, the Company and the Adviser entered into the Sierra Credit Support Agreement, pursuant to which the Adviser has agreed to provide credit support to the Company in the amount of up to $100.0 million relating to the net cumulative realized and unrealized losses on the acquired Sierra investment portfolio over a 10-year period. See “Note 2 – Agreements and Related Party Transactions” for additional information regarding the Sierra Credit Support Agreement. Net unrealized appreciation or depreciation on the Sierra Credit Support Agreement is included in "Net unrealized appreciation (depreciation) - credit support agreements" in the Company’s Unaudited Consolidated Statements of Operations.
The following table presents the fair value and aggregate unrealized depreciation of the Sierra Credit Support Agreement as of March 31, 2022:
As of March 31, 2022
Description
($ in thousands)
 Counter Party Settlement Date Notional Amount Value Unrealized Appreciation (Depreciation)
Sierra Credit Support Agreement Barings LLC 04/01/32 $ 100,000  $ 44,400  $ — 
Total Sierra Credit Support Agreement $ — 
As of March 31, 2022, the fair value of the Sierra Credit Support Agreement was $44.4 million, and is included in “Credit support agreements” in the accompanying Unaudited Consolidated Balance Sheet. The fair value of the Sierra Credit Support Agreement was determined based on an income approach, with the primary inputs being the enterprise value, the continuously annual risk-free interest rate, a measure of expected asset volatility, and the expected time until an exit event for each portfolio company in the Sierra Reference Portfolio, which are all Level 3 inputs.
Foreign Currency Forward Contracts
The Company enters into forward currency contracts from time to time to primarily help mitigate the impact that an adverse change in foreign exchange rates would have on net interest income from the Company's investments and related borrowings denominated in foreign currencies. Net unrealized appreciation or depreciation on foreign currency contracts are included in "Net unrealized appreciation (depreciation) - foreign currency transactions" and net realized gains or losses on forward currency contracts are included in "Net realized gains (losses) - foreign currency transactions" in the Company’s Unaudited Consolidated Statements of Operations. Forward currency contracts are considered undesignated derivative instruments.
80
Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
The following tables present the Company's foreign currency forward contracts as of March 31, 2022 and December 31, 2021:
As of March 31, 2022
Description
($ in thousands)
 Notional Amount to be Purchased Notional Amount to be Sold Maturity Date Gross Amount of Recognized Assets (Liabilities) Balance Sheet Location of Net Amounts
Foreign currency forward contract (AUD) A$67,436 $50,505 04/08/22 $ 138  Prepaid expenses and other assets
Foreign currency forward contract (AUD) $22,755 A$31,386 04/08/22 (815) Derivative liability
Foreign currency forward contract (AUD) $19,490 A$27,000 04/08/22 (787) Derivative liability
Foreign currency forward contract (AUD) $6,494 A$9,050 04/08/22 (302) Derivative liability
Foreign currency forward contract (AUD) $51,174 A$68,223 07/07/22 (146) Derivative liability
Foreign currency forward contract (CAD) C$3,203 $2,559 04/08/22 5  Prepaid expenses and other assets
Foreign currency forward contract (CAD) $2,506 C$3,203 04/08/22 (58) Derivative liability
Foreign currency forward contract (CAD) $2,549 C$3,190 07/07/22 (5) Derivative liability
Foreign currency forward contract (CAD) $49 C$61 07/07/22 —  Prepaid expenses and other assets
Foreign currency forward contract (DKK) 2,116kr. $315 04/08/22 1  Prepaid expenses and other assets
Foreign currency forward contract (DKK) $323 2,116kr. 04/08/22 6  Prepaid expenses and other assets
Foreign currency forward contract (DKK) $323 2,159kr. 07/07/22 (1) Derivative liability
Foreign currency forward contract (EUR) €2,000 $2,215 04/01/22 10  Prepaid expenses and other assets
Foreign currency forward contract (EUR) €86,555 $96,092 04/08/22 225  Prepaid expenses and other assets
Foreign currency forward contract (EUR) €5,020 $5,701 04/08/22 (116) Derivative liability
Foreign currency forward contract (EUR) $25,366 €23,000 04/08/22 (228) Derivative liability
Foreign currency forward contract (EUR) $8,514 €7,500 04/08/22 168  Prepaid expenses and other assets
Foreign currency forward contract (EUR) $69,071 €61,075 04/08/22 1,109  Prepaid expenses and other assets
Foreign currency forward contract (EUR) $95,469 €85,835 07/07/22 (400) Derivative liability
Foreign currency forward contract (NZD) NZ$11,600 $8,026 04/08/22 42  Prepaid expenses and other assets
Foreign currency forward contract (NZD) $7,995 NZ$11,600 04/08/22 (74) Derivative liability
Foreign currency forward contract (NZD) $8,151 NZ$11,801 07/07/22 (44) Derivative liability
Foreign currency forward contract (GBP) $13,131 £10,000 04/01/22 (35) Derivative liability
Foreign currency forward contract (GBP) £8,819 $11,521 04/08/22 90  Prepaid expenses and other assets
Foreign currency forward contract (GBP) $5,642 £4,220 04/08/22 86  Prepaid expenses and other assets
Foreign currency forward contract (GBP) $6,122 £4,599 04/08/22 67  Prepaid expenses and other assets
Foreign currency forward contract (GBP) $12,612 £9,656 07/07/22 (97) Derivative liability
Foreign currency forward contract (GBP) £10,000 $13,128 07/07/22 35  Prepaid expenses and other assets
Foreign currency forward contract (SEK) 1,875kr $201 04/08/22 —  Prepaid expenses and other assets
Foreign currency forward contract (SEK) $207 1,875kr 04/08/22 6  Prepaid expenses and other assets
Foreign currency forward contract (SEK) $213 1,976kr 07/07/22 —  Derivative liability
Total $ (1,120)

81
Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
As of December 31, 2021
Description
($ in thousands)
 Notional Amount to be Purchased Notional Amount to be Sold Maturity Date Gross Amount of Recognized Assets (Liabilities) Balance Sheet Location of Net Amounts
Foreign currency forward contract (AUD) A$31,601 $22,849.503 01/06/22 $ 126  Prepaid expenses and other assets
Foreign currency forward contract (AUD) A$2,099 $1,508 01/06/22 18  Prepaid expenses and other assets
Foreign currency forward contract (AUD) $20,727 A$28,700 01/06/22 (139) Derivative liability
Foreign currency forward contract (AUD) $3,580 A$5,000 04/08/22 (55) Derivative liability
Foreign currency forward contract (AUD) $18,247 A$25,385.697 04/08/22 (215) Derivative liability
Foreign currency forward contract (CAD) C$3,230 $2,528 01/06/22 29  Prepaid expenses and other assets
Foreign currency forward contract (CAD) C$3,000 $2,425 01/06/22 (50) Derivative liability
Foreign currency forward contract (CAD) $4,881 C$6,230 01/06/22 (51) Derivative liability
Foreign currency forward contract (CAD) $2,506 C$3,203 04/08/22 (29) Derivative liability
Foreign currency forward contract (DKK) 2,142.838kr. $326 01/06/22 1  Prepaid expenses and other assets
Foreign currency forward contract (DKK) $335 2,142.838kr. 01/06/22 7  Prepaid expenses and other assets
Foreign currency forward contract (DKK) $323 2,115.99kr. 04/08/22 (1) Derivative liability
Foreign currency forward contract (EUR) €52,582.593 $59,524 01/06/22 275  Prepaid expenses and other assets
Foreign currency forward contract (EUR) €5,020 $5,701.2739 04/08/22 19  Prepaid expenses and other assets
Foreign currency forward contract (EUR) $24,722 €21,500 01/06/22 271  Prepaid expenses and other assets
Foreign currency forward contract (EUR) $14,563 €12,900 01/06/22 (108) Derivative liability
Foreign currency forward contract (EUR) $20,655 €18,182.593 01/06/22 (23) Derivative liability
Foreign currency forward contract (EUR) $60,413 €53,264.857 04/08/22 (282) Derivative liability
Foreign currency forward contract (EUR) $1,130 €1,000 04/08/22 (10) Derivative liability
Foreign currency forward contract (EUR) $8,514 €7,500 04/08/22 (32) Derivative liability
Foreign currency forward contract (GBP) £9,900 $13,219.519 01/06/22 190  Prepaid expenses and other assets
Foreign currency forward contract (GBP) $13,348.815 £9,900 01/06/22 (60) Derivative liability
Foreign currency forward contract (GBP) $6,121.622 £4,598.707 04/08/22 (104) Derivative liability
Foreign currency forward contract (SEK) 1,791.942kr $198 01/07/22 —  Derivative liability
Foreign currency forward contract (SEK) $204 1,791.942kr 01/07/22 6  Prepaid expenses and other assets
Foreign currency forward contract (SEK) $207 1,874.724kr 04/08/22 —  Prepaid expenses and other assets
Total $ (217)
As of March 31, 2022 and December 31, 2021, the total fair value of the Company's foreign currency forward contracts was $(1.1) million and $(0.2) million, respectively. The fair values of the Company's foreign currency forward contracts are based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
82
Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
7. COMMITMENTS AND CONTINGENCIES
In the normal course of business, the Company is party to financial instruments with off-balance sheet risk, consisting primarily of unused commitments to extend financing to the Company's portfolio companies. Since commitments may expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements. As of March 31, 2022, the Company believed that it had adequate financial resources to satisfy its unfunded commitments. The balances of unused commitments to extend financing as of March 31, 2022 and December 31, 2021 were as follows:
Portfolio Company
($ in thousands)		 Investment Type March 31, 2022 December 31, 2021
1888 Industrial Services, LLC(1)(2) Revolver $ 314  $ — 
Acclime Holdings HK Limited(1) Delayed Draw Term Loan 1,179  1,179 
Acclime Holdings HK Limited(1) Delayed Draw Term Loan 110  110 
Air Comm Corporation, LLC(1) Delayed Draw Term Loan 11  11 
Air Comm Corporation, LLC(1) Delayed Draw Term Loan 1,448  1,448 
Amtech Software(1) Delayed Draw Term Loan 1,527  2,727 
Amtech Software(1) Revolver 682  682 
AnalytiChem Holding GmbH(1)(2)(3) Delayed Draw Term Loan 6,073  6,207 
Aquavista Watersides 2 LTD(1)(2)(4) Bridge Revolver 489  503 
Aquavista Watersides 2 LTD(1)(2)(4) Acquisition Facility 3,059  3,147 
Astra Bidco Limited(1)(2)(4) Delayed Draw Term Loan 959  2,571 
Avance Clinical Bidco Pty Ltd(1)(5) Delayed Draw Term Loan 1,435  3,497 
Azalea Buyer, Inc.(1) Delayed Draw Term Loan 962  962 
Azalea Buyer, Inc.(1) Revolver 481  481 
Bariacum S.A(1)(2)(3) Acquisition Facility 2,114  2,161 
Beyond Risk Management, Inc.(1)(2) Delayed Draw Term Loan 2,573  2,573 
BigHand UK Bidco Limited(1)(2)(4) Acquisition Facility —  378 
Black Angus Steakhouses, LLC(1) Acquisition Facility 417  — 
Bounteous, Inc.(1) Delayed Draw Term Loan 2,840  2,840 
Brightpay Limited(1)(2)(3) Delayed Draw Term Loan 241  432 
Brightpay Limited(1)(2)(3) Delayed Draw Term Loan 141  144 
BrightSign LLC(1) Revolver 1,329  1,329 
British Engineering Services Holdco Limited(1)(2)(4) Bridge Revolver —  613 
Brook & Whittle Holding Corp.(1) Delayed Draw Term Loan 852  — 
CAi Software, LLC(1) Revolver 943  943 
Canadian Orthodontic Partners Corp.(1)(2)(6) Acquisition Facility 120  167 
Centralis Finco S.a.r.l.(1)(3) Acquisition Facility 451  461 
Ceres Pharma NV(1)(2)(3) Delayed Draw Term Loan 2,103  2,149 
CGI Parent, LLC(1)(2) Revolver 1,212  — 
Classic Collision (Summit Buyer, LLC)(1)(2) Delayed Draw Term Loan 309  393 
Coastal Marina Holdings, LLC(1)(2) PIK Tranche B Term Loan 1,311  1,311 
Coastal Marina Holdings, LLC(1)(2) Tranche A Term Loan 3,576  3,576 
Command Alkon (Project Potter Buyer, LLC)(1) Delayed Draw Term Loan 6,018  6,018 
Coyo Uprising GmbH(1)(2)(3) Delayed Draw Term Loan 874  894 
Crash Champions, LLC(1) Delayed Draw Term Loan 379  5,420 
CSL Dualcom(1)(4) Acquisition Term Loan 970  998 
Dart Buyer, Inc.(1) Delayed Draw Term Loan 1,163  2,431 
DecksDirect, LLC(1) Revolver 58  218 
DreamStart Bidco SAS(1)(3) Acquisition Facility 604  617 
Dune Group(1)(3) Delayed Draw Term Loan 650  665 
Dwyer Instruments, Inc.(1) Delayed Draw Term Loan 692  692 
83
Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
Portfolio Company
($ in thousands)		 Investment Type March 31, 2022 December 31, 2021
Eclipse Business Capital, LLC(1) Revolver 10,909  11,818 
EMI Porta Holdco LLC(1) Delayed Draw Term Loan 11,212  12,458 
EMI Porta Holdco LLC(1) Revolver 2,361  2,966 
EPS NASS Parent, Inc.(1) Delayed Draw Term Loan 583  583 
eShipping, LLC(1) Delayed Draw Term Loan 1,650  2,548 
eShipping, LLC(1) Revolver 824  1,232 
Events Software BidCo Pty Ltd(1)(5) Delayed Draw Term Loan 481  — 
F24 (Stairway BidCo GmbH)(1)(2)(3) Delayed Draw Term Loan 396  405 
Fineline Technologies, Inc.(1) Delayed Draw Term Loan 180  180 
Finexvet(1)(3) Acquisition Facility 967  — 
FragilePak LLC(1)(2) Delayed Draw Term Loan 2,354  2,354 
Heartland Veterinary Partners, LLC(1) Delayed Draw Term Loan 657  657 
Heavy Construction Systems Specialists, LLC(1) Revolver 2,632  2,632 
HW Holdco, LLC (Hanley Wood LLC)(1)(2) Delayed Draw Term Loan 913  1,563 
IGL Holdings III Corp.(1) Delayed Draw Term Loan 1,217  1,217 
Innovad Group II BV(1)(2)(3) Delayed Draw Term Loan 1,785  1,825 
INOS 19-090 GmbH(1)(2)(3) Acquisition Facility 2,481  2,535 
ITI Intermodal, Inc.(1) Delayed Draw Term Loan 103  103 
ITI Intermodal, Inc.(1) Revolver 124  124 
Jaguar Merger Sub Inc.(1)(2) Delayed Draw Term Loan 1,781  1,961 
Jaguar Merger Sub Inc.(1)(2) Revolver 490  490 
Jocassee Partners LLC Joint Venture 15,000  20,000 
Jon Bidco Limited(1)(2)(7) Capex & Acquisition Facility 1,585  — 
Jones Fish Hatcheries & Distributors LLC(1) Revolver 418  — 
Kano Laboratories LLC(1)(2) Delayed Draw Term Loan 153  153 
Kano Laboratories LLC(1)(2) Delayed Draw Term Loan 2,830  4,544 
Kemmerer Operations LLC(1) Delayed Draw Term Loan 908  — 
LAF International(1)(2)(3) Acquisition Facility 178  341 
Lambir Bidco Limited(1)(2)(3) Bridge Revolver 920  941 
Lambir Bidco Limited(1)(2)(3) Delayed Draw Term Loan 1,841  1,881 
LeadsOnline, LLC(1) Revolver 2,603  — 
Lifestyle Intermediate II, LLC(1) Revolver 2,500  — 
LivTech Purchaser, Inc.(1) Delayed Draw Term Loan 34  82 
Marmoutier Holding B.V.(1)(2)(3) Delayed Draw Term Loan 396  405 
Marmoutier Holding B.V.(1)(2)(3) Revolver 159  162 
Marshall Excelsior Co.(1)(2) Revolver 1,047  — 
MC Group Ventures Corporation(1) Delayed Draw Term Loan 817  817 
Modern Star Holdings Bidco Pty Limited(1)(5) Capex Term Loan 1,072  1,038 
Murphy Midco Limited(1)(4) Delayed Draw Term Loan 648  2,617 
Narda Acquisitionco., Inc.(1) Revolver 1,311  1,311 
Navia Benefit Solutions, Inc.(1) Delayed Draw Term Loan 1,261  1,261 
Nexus Underwriting Management Limited(1)(2)(4) Revolver 101  103 
Nexus Underwriting Management Limited(1)(2)(4) Acquisition Facility 526  541 
Novotech Aus Bidco Pty Ltd(1) Capex & Acquisition Facility 809  — 
OA Buyer, Inc.(1) Revolver 1,331  1,331 
OAC Holdings I Corp(1) Revolver 685  — 
OG III B.V.(1)(2)(3) Acquisition CapEx Facility 671  686 
84
Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
Portfolio Company
($ in thousands)		 Investment Type March 31, 2022 December 31, 2021
Omni Intermediate Holdings, LLC(1)(2) Delayed Draw Term Loan —  817 
Omni Intermediate Holdings, LLC(1)(2) Delayed Draw Term Loan 2,289  4,357 
OSP Hamilton Purchaser, LLC(1) Revolver 187  187 
Pacific Health Supplies Bidco Pty Limited(1)(2)(5) CapEx Term Loan 1,325  1,283 
PDQ.Com Corporation(1) Delayed Draw Term Loan —  289 
PDQ.Com Corporation(1) Delayed Draw Term Loan 7,753  10,948 
Polara Enterprises, L.L.C.(1)(2) Revolver 545  545 
Policy Services Company, LLC(1)(2) Delayed Draw Term Loan 3,772  6,944 
Premium Invest(1)(2)(3) Acquisition Facility 1,892  1,933 
ProfitOptics, LLC(1) Revolver 484  — 
Protego Bidco B.V.(1)(2)(3) Delayed Draw Term Loan 826  844 
QPE7 SPV1 BidCo Pty Ltd(1)(2)(5) Acquisition Term Loan —  373 
RA Outdoors, LLC(1) Revolver 741  — 
Rep Seko Merger Sub LLC(1) Delayed Draw Term Loan 1,305  1,455 
Reward Gateway (UK) Ltd(1)(2)(4) Acquisition Facility 657  1,061 
Riedel Beheer B.V.(1)(2)(3) Revolver —  230 
Riedel Beheer B.V.(1)(2)(3) Delayed Draw Term Loan 150  153 
Scaled Agile, Inc.(1)(2) Delayed Draw Term Loan 416  416 
Scaled Agile, Inc.(1)(2) Revolver 336  336 
Security Holdings B.V.(1)(2)(3) Delayed Draw Term Loan 2,225  2,274 
Security Holdings B.V.(1)(2)(3) Revolver 1,113  1,137 
Smartling, Inc.(1) Delayed Draw Term Loan 1,978  2,353 
Smartling, Inc.(1) Revolver 1,176  1,176 
Smile Brands Group, Inc.(1)(2) Delayed Draw Term Loan 418  655 
Springbrook Software (SBRK Intermediate, Inc.)(1)(2) Delayed Draw Term Loan 2,372  2,373 
SSCP Pegasus Midco Limited(1)(4) Delayed Draw Term Loan 5,105  5,251 
Superjet Buyer, LLC(1) Revolver 1,825  1,825 
Syntax Systems Ltd(1)(2) Revolver 448  569 
Syntax Systems Ltd(1)(2) Delayed Draw Term Loan 1,933  1,933 
Tank Holding Corp(1) Revolver 873  — 
Techone B.V.(1)(2)(3) Delayed Draw Term Loan 1,586  1,621 
Techone B.V.(1)(2)(3) Revolver 423  432 
Tencarva Machinery Company, LLC(1) Delayed Draw Term Loan 886  886 
Tencarva Machinery Company, LLC(1) Revolver 1,128  1,129 
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)(1) Delayed Draw Term Loan 2,811  2,811 
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)(1) Revolver 827  827 
The Hilb Group, LLC(1) Delayed Draw Term Loan 2,529  2,773 
Thermacell Repellents, Inc.(1) Revolver 605  — 
Transit Technologies LLC(1)(2) Delayed Draw Term Loan —  1,857 
Truck-Lite Co., LLC(1) Delayed Draw Term Loan 4,540  4,540 
Turbo Buyer, Inc.(1) Delayed Draw Term Loan 1,339  2,070 
Turbo Buyer, Inc.(1) Delayed Draw Term Loan 2,250  — 
USLS Acquisition, Inc.(f/k/a US Legal Support, Inc.)(1)(2) Delayed Draw Term Loan 3,820  — 
Victoria Bidco Limited(1)(2)(4) Delayed Draw Term Loan 458  — 
Waccamaw River, LLC(2) Joint Venture 4,580  11,280 
W2O Holdings, Inc.(1) Delayed Draw Term Loan 3,831  3,832 
West Dermatology, LLC(1) Revolver 552  — 
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Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
Portfolio Company
($ in thousands)		 Investment Type March 31, 2022 December 31, 2021
West Dermatology, LLC(1) Delayed Draw Term Loan 3,352  — 
West Dermatology, LLC(1) PIK Delayed Draw Term Loan 144  — 
Woodland Foods, Inc.(1) Revolver 1,734  2,070 
ZB Holdco LLC(1) Revolver 845  — 
ZB Holdco LLC(1) Delayed Draw Term Loan 1,352  — 
Zeppelin Bidco Limited(1)(2)(4) Capex / Acquisition Facility 3,472  — 
Zeppelin Bidco Limited(1)(2)(4) Revolver 579  — 
Total unused commitments to extend financing $ 220,360  $ 234,658 
(1)The Company's estimate of the fair value of the current investments in these portfolio companies includes an analysis of the fair value of any unfunded commitments.
(2)Represents a commitment to extend financing to a portfolio company where one or more of the Company's current investments in the portfolio company are carried at less than cost.
(3)Actual commitment amount is denominated in Euros. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(4)Actual commitment amount is denominated in British pounds sterling.Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(5)Actual commitment amount is denominated in Australian dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(6)Actual commitment amount is denominated in Canadian dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(7)Actual commitment amount is denominated in New Zealand dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
In the normal course of business, the Company guarantees certain obligations in connection with its portfolio companies (in particular, certain controlled portfolio companies). Under these guarantee arrangements, payments may be required to be made to third parties if such guarantees are called upon or if the portfolio companies were to default on their related obligations, as applicable. As of March 31, 2022 and December 31, 2021, the Company had guaranteed €9.9 million ($11.0 million U.S. dollars and $11.3 million U.S. dollars, respectively) relating to credit facilities among Erste Bank and MVC Automotive Group Gmbh ("MVC Auto"). The Company would be required to make payments to Erste Bank if MVC Auto were to default on their related payment obligations. None of the credit facility guarantees are recorded as a liability on the Company's Unaudited and Audited Consolidated Balance Sheets, as such the credit facility liabilities are considered in the valuation of the investments in MVC Auto. The guarantees denominated in foreign currencies were translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
Neither the Company, the Adviser, nor the Company’s subsidiaries are currently subject to any material pending legal proceedings, other than ordinary routine litigation incidental to their respective businesses. The Company, the Adviser, and the Company’s subsidiaries may from time to time, however, be involved in litigation arising out of operations in the normal course of business or otherwise, including in connection with strategic transactions. Furthermore, third parties may seek to impose liability on the Company in connection with the activities of its portfolio companies. While the outcome of any current legal proceedings cannot at this time be predicted with certainty, the Company does not expect any current matters will materially affect its financial condition or results of operations; however, there can be no assurance whether any pending legal proceedings will have a material adverse effect on the Company’s financial condition or results of operations in any future reporting period.
COVID-19 Developments
During the three months ended March 31, 2022, the Coronavirus and the COVID-19 pandemic continued to have a significant impact on the U.S and global economies. To the extent the Company's portfolio companies are adversely impacted by the effects of the COVID-19 pandemic, it may have a material adverse impact on the Company's future net investment income, the fair value of its portfolio investments, its financial condition and the results of operations and financial condition of the Company's portfolio companies.
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Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
8. FINANCIAL HIGHLIGHTS
The following is a schedule of financial highlights for the three months ended March 31, 2022 and 2021:
 
Three Months Ended March 31,
($ in thousands, except share and per share amounts) 2022 2021
Per share data:
Net asset value at beginning of period $ 11.36  $ 10.99 
Net investment income(1) 0.23  0.22 
Net realized gain (loss) on investments / foreign currency transactions(1) (0.02) 0.03 
Net unrealized appreciation on investments / CSA / foreign currency transactions(1) 0.04  0.10 
Total increase (decrease) from investment operations(1) 0.25  0.35 
Dividends/distributions paid to stockholders from net investment income (0.23) (0.19)
Common stock offering (0.60) — 
Deemed contribution - CSA 0.54  — 
Deemed contribution - Barings LLC 0.34  — 
Other 0.20  (0.01)
Net asset value at end of period $ 11.86  $ 11.14 
Market value at end of period(2) $ 10.34  $ 9.98 
Shares outstanding at end of period 111,095,334  65,316,085 
Net assets at end of period $ 1,317,556  $ 727,883 
Average net assets $ 929,432  $ 727,273 
Ratio of total expenses, including loss on extinguishment of debt and provision for taxes, to average net assets (annualized)(3) 10.65  % 8.92  %
Ratio of net investment income to average net assets (annualized) 8.18  % 7.91  %
Portfolio turnover ratio (annualized)(4) 8.81  % 16.82  %
Total return(5) (4.16) % 10.54  %
(1)Weighted average per share data—basic and diluted; per share data was derived by using the weighted average shares outstanding during the applicable period.
(2)Represents the closing price of the Company’s common stock on the last day of the period.
(3)Does not include expenses of underlying investment companies, including joint ventures and short-term investments.
(4)Portfolio turnover ratio as of March 31, 2022 and 2021 excludes the impact of short-term investments. Portfolio ratio as of March 31, 2022 excludes the impact of the Sierra Acquisition.
(5)Total return is based on purchase of stock at the current market price on the first day and a sale at the current market price on the last day of each period reported on the table and assumes reinvestment of dividends at prices obtained by the Company's dividend reinvestment plan during the period. Total return is not annualized.
9. SIERRA ACQUISITION
On February 25, 2022, the Company completed the Sierra Acquisition pursuant to the terms and conditions of that certain Agreement and Plan of Merger (the “Sierra Merger Agreement”), dated as of September 21, 2021, by and among the Company, Mercury Acquisition Sub, Inc., a Maryland corporation and a direct wholly owned subsidiary of the Company (“Sierra Acquisition Sub”), Sierra Income Corporation, a Maryland corporation (“Sierra”), and Barings. To effect the acquisition, Sierra Acquisition Sub merged with and into Sierra, with Sierra surviving the merger as the Company’s wholly owned subsidiary (the “First Sierra Merger”). Immediately thereafter, Sierra merged with and into the Company, with the Company as the surviving company (the “Second Sierra Merger” and, together with the First Sierra Merger, the “Sierra Merger”). The Merger has been treated as a “reorganization” within the meaning of Section 368(a)(1)(A) of the Code.
Pursuant to the Sierra Merger Agreement, Sierra stockholders received the right to the following merger consideration in exchange for each share of Sierra common stock issued and outstanding immediately prior to the effective time of the First Sierra Merger (excluding any shares cancelled pursuant to the Sierra Merger Agreement): (i) approximately $0.9783641 per share in cash, without interest, from Barings and (ii) 0.44973 of a validly issued, fully paid and non-assessable share of the Company’s common stock. The Company issued approximately 45,986,926 shares of its common stock to Sierra’s former stockholders in connection with the Sierra Merger, thereby resulting in the Company’s then-existing stockholders owning approximately 58.7% of the combined company and Sierra’s former stockholders owning approximately 41.3% of the combined company.
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Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
In connection with the completion of the Company’s acquisition of Sierra, the Board affirmed the Company’s commitment to make open-market purchases of shares of its common stock in an aggregate amount of up to $30.0 million at then-current market prices at any time shares trade below 90% of the Company’s then most recently disclosed NAV per share. Any repurchases pursuant to the authorized program will occur during the 12-month period commencing on April 1, 2022 and are expected to be made in accordance with a Rule 10b5-1 purchase plan that qualifies for the safe harbors provided by Rules 10b5-1 and 10b-18 under the Exchange Act, as well as subject to compliance with the Company’s covenant and regulatory requirements.
In connection with the Sierra Acquisition, on February 25, 2022, the Company entered into the New Barings BDC Advisory Agreement with the Adviser. Promptly following the closing of the Sierra Merger, the Company also entered into the Sierra Credit Support Agreement with Barings. See “Note 2 - Agreements and Related Party Transactions” for more information regarding the New Barings BDC Advisory Agreement and the Sierra Credit Support Agreement.
The Sierra Acquisition was accounted for in accordance with the asset acquisition method of accounting as detailed in ASC 805-50, Business Combinations-Related Issues. Under asset acquisition accounting, acquiring assets in groups not only requires ascertaining the cost of the asset (or net assets), but also allocating that cost to the individual assets (or individual assets and liabilities) that make up the group. Per ASC 805-50-30-1, the acquired assets (as a group) are recognized based on their cost to the acquiring entity, which generally includes transaction costs of the asset acquisition, and no gain or loss is recognized unless the fair value of noncash assets given as consideration differs from the assets carrying amounts on the acquiring entity’s records. ASC 805-50-30-2 goes on to say asset acquisitions in which the consideration given is cash are measured by the amount of cash paid. However, if the consideration given is not in the form of cash (that is, in the form of noncash assets, liabilities incurred, or equity interests issued), measurement is based on the cost to the acquiring entity or the fair value of the assets (or net assets) acquired, whichever is more clearly evident and, thus, more reliably measured.
The fair value of the merger consideration paid by the Company was allocated to the assets acquired and liabilities assumed based on their relative fair values as of the date of acquisition and did not give rise to goodwill. Since the fair value of the net assets acquired exceeded the fair value of the merger consideration paid by the Company, the Company recognized a deemed contribution from the Adviser.
The following table summarizes the allocation of the purchase price to the assets acquired and liabilities assumed as a result of the Sierra Acquisition:
($ in thousands)
Common stock issued by the Company $ 499,418 
Cash consideration paid by the Company(1) 10,495 
Deemed contribution from Barings LLC 27,904 
Total purchase price $ 537,817 
Assets acquired:
Investments(2) $ 442,198 
Cash 102,006 
Other assets(3) 3,519 
Total assets acquired $ 547,723 
Liabilities assumed(4) (9,906)
Net assets acquired $ 537,817 
(1)The Company incurred $10.4 million in professional fees and other costs related to the Sierra Acquisition, including $4.0 million in investment banking fees.
(2)Investments acquired were recorded at fair value, which is also the Company's initial cost basis
(3)Other assets acquired in the Sierra Acquisition consisted of the following:
($ in thousands)
Interest and fees receivable $ 2,874 
Escrow receivable 645 
Total $ 3,519 
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Notes to Unaudited Consolidated Financial Statements — (Continued)
(4)Liabilities assumed in the Sierra Acquisition consisted of the following:
($ in thousands)
Accrued merger expenses $ 3,327 
Current and deferred tax liability 3,814 
Other liabilities 2,765 
Total $ 9,906 
10. SUBSEQUENT EVENTS
Subsequent to March 31, 2022, the Company made approximately $174.4 million of new commitments, of which $141.0 million closed and funded. The $141.0 million of investments consists of $120.9 million of first lien senior secured debt investments, $16.2 million of second lien senior secured and subordinated debt investments and $3.8 million of equity investments. The weighted average yield of the debt investments was 7.1%. In addition, the Company funded $15.0 million of previously committed delayed draw term loans.
Effective on April 1, 2022, the Company increased aggregate commitments under the February 2019 Credit Facility to $1.1 billion from $965.0 million pursuant to the accordion feature under the February 2019 Credit Facility, which allows for an increase in the total commitments to an aggregate of $1.5 billion subject to certain conditions and the satisfaction of specified financial covenants.
On May 5, 2022, the Board declared a quarterly distribution of $0.24 per share payable on June 15, 2022 to holders of record as of June 8, 2022.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion is designed to provide a better understanding of our unaudited consolidated financial statements for the three months ended March 31, 2022, including a brief discussion of our business, key factors that impacted our performance and a summary of our operating results. The following discussion should be read in conjunction with the Unaudited Consolidated Financial Statements and the notes thereto included in Item 1 of this Quarterly Report on Form 10-Q, and the Consolidated Financial Statements and notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the year ended December 31, 2021. Historical results and percentage relationships among any amounts in the financial statements are not necessarily indicative of trends in operating results for any future periods.
Forward-Looking Statements
Some of the statements in this Quarterly Report constitute forward-looking statements because they relate to future events or our future performance or financial condition. Forward-looking statements may include, among other things, statements as to our future operating results, our business prospects and the prospects of our portfolio companies, the impact of the investments that we expect to make, the ability of our portfolio companies to achieve their objectives, our expected financings and investments, the adequacy of our cash resources and working capital, and the timing of cash flows, if any, from the operations of our portfolio companies. Words such as "expect," "anticipate," "target," "goals," "project," "intend," "plan," "believe," "seek," "estimate," "continue," "forecast," "may," "should," "potential," variations of such words, and similar expressions indicate a forward-looking statement, although not all forward-looking statements include these words. Readers are cautioned that the forward-looking statements contained in this Quarterly Report are only predictions, are not guarantees of future performance, and are subject to risks, events, uncertainties and assumptions that are difficult to predict. Our actual results could differ materially from those implied or expressed in the forward-looking statements for any reason, including the items discussed herein, in Item 1A entitled "Risk Factors" in Part I of our Annual Report on Form 10-K for the year ended December 31, 2021 and in Item 1A entitled "Risk Factors" in Part II of our subsequently filed Quarterly Reports on Form 10-Q. Other factors that could cause our actual results and financial condition to differ materially include, but are not limited to, changes in political, economic or industry conditions, the interest rate environment or conditions affecting the financial and capital markets, including with respect to changes from the impact of the COVID-19 pandemic; the length and duration of the COVID-19 outbreak in the United States as well as worldwide and the magnitude of the economic impact of that outbreak; the effect of the COVID-19 pandemic on our business prospects and the prospects of our portfolio companies, including our and their ability to achieve our respective objectives; the effect of the disruptions caused by the COVID-19 pandemic on our ability to continue to effectively manage our business and on the availability of equity and debt capital and our use of borrowed money to finance a portion of our investments; risks associated with possible disruption due to terrorism in our operations or the economy generally; and future changes in laws or regulations and conditions in our operating areas. These statements are based on our current expectations, estimates, forecasts, information and projections about the industry in which we operate and the beliefs and assumptions of our management as of the date of filing of this Quarterly Report. We assume no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless we are required to do so by law. Although we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that we may make directly to you or through reports that we in the future may file with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.
Overview of Our Business
We are a Maryland corporation incorporated on October 10, 2006. In August 2018, in connection with the closing of an externalization transaction through which Barings LLC (“Barings”) agreed to become our external investment adviser, we entered into an investment advisory agreement (the “Original Advisory Agreement”) and an administration agreement (the “Administration Agreement”) with Barings. In connection with the completion of our acquisition of MVC Capital, Inc., a Delaware corporation, on December 23, 2020 (the “MVC Acquisition”), we entered into an amended and restated investment advisory agreement (the “Amended and Restated Advisory Agreement”) with Barings on December 23, 2020, following approval of the Amended and Restated Advisory Agreement by our stockholders at our December 23, 2020 special meeting of stockholders. The terms of the Amended and Restated Advisory Agreement became effective on January 1, 2021. In connection with the completion of the Sierra Acquisition (as defined below), on February 25, 2022, we entered into a second amended and restated investment advisory agreement (the “New Barings BDC Advisory Agreement”) with the Adviser. Under the terms of the New Barings BDC Advisory Agreement and the Administration Agreement, Barings serves as our investment adviser and administrator and manages our investment portfolio and performs (or oversees, or arranges for, the performance of) the administrative services necessary for our operation.
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An externally-managed BDC generally does not have any employees, and its investment and management functions are provided by an outside investment adviser and administrator under an advisory agreement and administration agreement. Instead of directly compensating employees, we pay Barings for investment management and administrative services pursuant to the terms of an investment advisory agreement and an administration agreement. Under the terms of the New Barings BDC Advisory Agreement, the fees paid to Barings for managing our affairs are determined based upon an objective and fixed formula, as compared with the subjective and variable nature of the costs associated with employing management and employees in an internally-managed BDC structure, which include bonuses that cannot be directly tied to Company performance because of restrictions on incentive compensation under the Investment Company Act of 1940, as amended (the “1940 Act”).
Beginning in August 2018, Barings shifted our investment focus to invest in syndicated senior secured loans, bonds and other fixed income securities. Since that time, Barings has transitioned our portfolio to primarily senior secured private debt investments in well-established middle-market businesses that operate across a wide range of industries. Barings’ existing SEC co-investment exemptive relief under the 1940 Act (the “Exemptive Relief”) permits us and Barings’ affiliated private and SEC-registered funds to co-invest in Barings-originated loans, which allows Barings to efficiently implement its senior secured private debt investment strategy for us.
Barings employs fundamental credit analysis, and targets investments in businesses with relatively low levels of cyclicality and operating risk. The holding size of each position will generally be dependent upon a number of factors including total facility size, pricing and structure, and the number of other lenders in the facility. Barings has experience managing levered vehicles, both public and private, and will seek to enhance our returns through the use of leverage with a prudent approach that prioritizes capital preservation. Barings believes this strategy and approach offers attractive risk/return with lower volatility given the potential for fewer defaults and greater resilience through market cycles. A significant portion of our investments are expected to be rated below investment grade by rating agencies or, if unrated would be rated below investment grade if they were rated. Below investment grade securities, which are often referred to as “junk,” have predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal.
We generate revenues in the form of interest income, primarily from our investments in debt securities, loan origination and other fees and dividend income. Fees generated in connection with our debt investments are recognized over the life of the loan using the effective interest method or, in some cases, recognized as earned. Our senior secured, middle-market, private debt investments generally have terms of between five and seven years. Our senior secured, middle-market, first lien private debt investments generally bear interest between LIBOR (or the applicable currency rate for investments in foreign currencies) plus 450 basis points and LIBOR plus 650 basis points per annum. Our subordinated middle-market, private debt investments generally bear interest between LIBOR (or the applicable currency rate for investments in foreign currencies) plus 700 basis points and LIBOR plus 900 basis points per annum if floating rate, and between 8% and 15% if fixed rate. From time to time, certain of our investments may have a form of interest, referred to as payment-in-kind, or PIK, interest, which is not paid currently but is instead accrued and added to the loan balance and paid at the end of the term.
As of March 31, 2022 and December 31, 2021, the weighted average yield on the principal amount of our outstanding debt investments other than non-accrual debt investments was approximately 7.3% and 7.2%, respectively. The weighted average yield on the principal amount of all of our outstanding debt investments (including non-accrual debt investments) was approximately 6.8% and 6.9% as of March 31, 2022 and December 31, 2021, respectively.
Sierra Income Corporation Acquisition
On February 25, 2022, we completed our acquisition of Sierra Income Corporation, a Maryland corporation (“Sierra”), pursuant to the terms and conditions of that certain Agreement and Plan of Merger (the “Sierra Merger Agreement”), dated as of September 21, 2021, with Sierra, Mercury Acquisition Sub, Inc., a Maryland corporation and our direct wholly owned subsidiary (“Sierra Acquisition Sub”), and Barings. To effect the acquisition, Sierra Acquisition Sub merged with and into Sierra, with Sierra surviving the merger as our wholly owned subsidiary (the “First Sierra Merger”). Immediately thereafter, Sierra merged with and into us, with Barings BDC, Inc. as the surviving company (the “Second Sierra Merger” and, together with the First Sierra Merger, the “Sierra Merger”).
Pursuant to the Sierra Merger Agreement, each share of Sierra common stock, par value $0.001 per share (the “Sierra Common Stock”), issued and outstanding immediately prior to the effective time of the First Sierra Merger (other than shares of Sierra Common Stock issued and outstanding immediately prior to the effective time of the First Sierra Merger that were held by a subsidiary of Sierra or held, directly or indirectly, by us or Sierra Acquisition Sub) was converted into the right to receive (i) an amount in cash from Barings, without interest, equal to $0.9783641, and (ii) 0.44973 shares of the our common stock, plus any cash in lieu of fractional shares. As a result of the Sierra Merger, former Sierra stockholders received approximately 46.0 million shares of our common stock for their shares of Sierra Common Stock.
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In connection with the Sierra Acquisition, on February 25, 2022, following the closing of the Sierra Merger, we entered into (1) the New Barings BDC Advisory Agreement, and (2) a credit support agreement (the “Sierra Credit Support Agreement”) with Barings, pursuant to which Barings has agreed to provide credit support to us in the amount of up to $100.0 million relating to the net cumulative realized and unrealized losses on the acquired Sierra investment portfolio over a 10-year period. See “Note 2. Agreements and Related Party Transactions” and “Note. 6 Derivative Instruments” in the Notes to our Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for more information.
In addition, in connection with the closing of the Sierra Merger, our board of directors (the “Board”) affirmed our commitment to purchase in open-market transactions, pursuant to Rule 10b-18 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and subject to our compliance with our covenant and regulatory requirements, shares of our common stock in an aggregate amount of up to $30,000,000 at then-current market prices at any time the shares of our common stock trade below 90% of our then most recently disclosed net asset value per share during the 12-month period commencing on April 1, 2022.
COVID-19 Developments
The spread of the Coronavirus and the COVID-19 pandemic, and the related effect on the U.S. and global economies, has had adverse consequences for the business operations of some of our portfolio companies and has adversely affected, and threatens to continue to adversely affect, our operations and the operations of Barings, including with respect to us. Barings has taken proactive steps around COVID-19 to address the potential impacts on their people, clients, communities and everyone they come in contact with, directly or through their premises. Protecting their employees and supporting the communities in which they live and work is a priority. Barings has now adopted a hybrid working model globally while maintaining service levels to our partners and clients. Barings’ return-to-office taskforce continues to monitor the COVID-19 situation globally and is prepared to adapt office working patterns as required to ensure the safety of its employees and clients who visit Barings office locations. Barings’ cybersecurity policies are applied consistently when working remotely or in the office.
While we have been carefully monitoring the COVID-19 pandemic and its impact on our business and the business of our portfolio companies, we have continued to fund our existing debt commitments. In addition, we have continued to make and originate, and expect to continue to make and originate, new loans.
We cannot predict the full impact of the COVID-19 pandemic, including its duration in the United States and worldwide and the magnitude of the economic impact of the outbreak, including with respect to the travel restrictions, business closures and other quarantine measures imposed on service providers and other individuals by various local, state, and federal governmental authorities, as well as non-U.S. governmental authorities. We are unable to predict the extent and duration of any business and supply-chain disruptions, the extent to which COVID-19 will negatively affect our portfolio companies’ operating results or the impact that such disruptions may have on our results of operations and financial condition. Depending on the duration and extent of the disruption to the operations of our portfolio companies, certain portfolio companies could experience financial distress and possibly default on their financial obligations to us and their other capital providers. Some of our portfolio companies may significantly curtail business operations, furlough or lay off employees and terminate service providers, and defer capital expenditures if subjected to prolonged and severe financial distress, which would likely impair their business on a permanent basis. These developments would likely result in a decrease in the value of our investment in any such portfolio company.
We will continue to monitor the situation relating to the COVID-19 pandemic and guidance from U.S. and international authorities, including federal, state and local public health authorities and may take additional actions based on their recommendations. In these circumstances, there may be developments outside our control requiring us to adjust our plan of operation. As such, given the dynamic nature of this situation, we cannot reasonably estimate the impacts of COVID-19 on our financial condition, results of operations or cash flows in the future. However, to the extent our portfolio companies are adversely impacted by the effects of the COVID-19 pandemic, it may have a material adverse impact on our future net investment income, the fair value of our portfolio investments, our financial condition and the results of operations and financial condition of our portfolio companies.
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Relationship with Our Adviser, Barings
Our investment adviser, Barings, a wholly-owned subsidiary of Massachusetts Mutual Life Insurance Company, is a leading global asset management firm and is registered with the SEC as an investment adviser under the Investment Advisers Act of 1940, as amended. Barings’ primary investment capabilities include fixed income, private credit, real estate, equity, and alternative investments. Subject to the overall supervision of the Board, Barings’ Global Private Finance Group (“BGPF”) manages our day-to-day operations, and provides investment advisory and management services to us. BGPF is part of Barings’ $290.9 billion Global Fixed Income Platform that invests in liquid, private and structured credit. BGPF manages private funds and separately managed accounts, along with multiple public vehicles.
Among other things, Barings (i) determines the composition of our portfolio, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identifies, evaluates and negotiates the structure of the investments made by us; (iii) executes, closes, services and monitors the investments that we make; (iv) determines the securities and other assets that we will purchase, retain or sell; (v) performs due diligence on prospective portfolio companies and (vi) provides us with such other investment advisory, research and related services as we may, from time to time, reasonably require for the investment of our funds.
Under the terms of the Administration Agreement, Barings performs (or oversees, or arranges for, the performance of) the administrative services necessary for our operation, including, but not limited to, office facilities, equipment, clerical, bookkeeping and record keeping services at such office facilities and such other services as Barings, subject to review by the Board, will from time to time determine to be necessary or useful to perform its obligations under the Administration Agreement. Barings also, on our behalf and subject to the Board’s oversight, arranges for the services of, and oversees, custodians, depositories, transfer agents, dividend disbursing agents, other stockholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable. Barings is responsible for the financial and other records that we are required to maintain and will prepare all reports and other materials required to be filed with the SEC or any other regulatory authority.
Stockholder Approval of Reduced Asset Coverage Ratio
On July 24, 2018, our stockholders voted at a special meeting of stockholders (the “2018 Special Meeting”) to approve a proposal to authorize us to be subject to a reduced asset coverage ratio of at least 150% under the 1940 Act. As a result of the stockholder approval at the 2018 Special Meeting, effective July 25, 2018, our applicable asset coverage ratio under the 1940 Act has been decreased to 150% from 200%. As a result, we are permitted under the 1940 Act to incur indebtedness at a level which is more consistent with a portfolio of senior secured debt. As of March 31, 2022, our asset coverage ratio was 188.9%.
Portfolio Investment Composition
The total value of our investment portfolio was $2,403.4 million as of March 31, 2022, as compared to $1,800.6 million as of December 31, 2021. As of March 31, 2022, we had investments in 287 portfolio companies with an aggregate cost of $2,391.6 million. As of December 31, 2021, we had investments in 212 portfolio companies with an aggregate cost of $1,787.8 million. As of both March 31, 2022 and December 31, 2021, none of our portfolio investments represented greater than 10% of the total fair value of our investment portfolio.
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As of March 31, 2022 and December 31, 2021, our investment portfolio consisted of the following investments:
($ in thousands) Cost Percentage of
Total
Portfolio		 Fair Value Percentage of
Total
Portfolio
March 31, 2022:
Senior debt and 1st lien notes
$ 1,560,223  65  % $ 1,555,746  65  %
Subordinated debt and 2nd lien notes 346,381  14  317,643  13 
Structured products 84,056  4  82,014  3 
Equity shares 170,691  7  219,466  9 
Equity warrants 174  —  156  — 
Investment in joint ventures / PE fund 230,076  10  228,400  10 
$ 2,391,601  100  % $ 2,403,425  100  %
December 31, 2021:
Senior debt and 1st lien notes
$ 1,217,899  68  % $ 1,221,598  68  %
Subordinated debt and 2nd lien notes 253,551  14  240,037  13 
Structured products 37,055  2  40,271  2 
Equity shares 145,791  8  154,477  9 
Equity warrants 1,111  —  1,107  — 
Investment in joint ventures / PE fund 132,417  8  143,104  8 
$ 1,787,824  100  % $ 1,800,594  100  %
Investment Activity
During the three months ended March 31, 2022, we made 22 new investments totaling $229.3 million, purchased $442.2 million of investments as part of the Sierra Acquisition, made investments in existing portfolio companies totaling $89.3 million and made additional investments in joint venture equity portfolio companies totaling $11.7 million. We had four loans repaid totaling $12.4 million and received $7.5 million of portfolio company principal payments. In addition, we sold $19.2 million of loans, recognizing a net realized gain on these transactions of $0.8 million, and sold $132.3 million of middle-market portfolio company debt investments to one of our joint ventures and realized a loss on these transactions of $0.2 million. Lastly, we received proceeds related to the sale of equity investments totaling $1.6 million and recognized a net realized loss on such sales totaling $0.7 million.
During the three months ended March 31, 2021, we made 18 new investments totaling $172.2 million, made investments in existing portfolio companies totaling $73.2 million, made one new investment in a joint venture equity portfolio company totaling $4.5 million and made additional investments in existing joint venture equity portfolio companies totaling $25.0 million. We had six loans repaid at par totaling $26.2 million and received $6.0 million of portfolio company principal payments. In addition, we sold $57.1 million of loans, recognizing a net realized gain on these transactions of $2.4 million, and sold $94.7 million of middle-market portfolio company debt investments to one of our joint ventures and realized a gain on these transactions of $0.5 million. Lastly, we received proceeds related to the sale of an equity investment totaling $5.9 million and recognized a net realized loss on such sale totaling $0.1 million.
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Total portfolio investment activity for the three months ended March 31, 2022 and 2021 was as follows:
Three Months Ended
March 31, 2022:
($ in thousands)
 Senior Debt
and 1st Lien
Notes		 Subordinated Debt and 2nd Lien Notes Structured Products Equity
Shares		 Equity Warrants Investments in Joint Ventures / PE Fund Total
Fair value, beginning of period $ 1,221,598  $ 240,037  $ 40,271  $ 154,477  $ 1,107  $ 143,104  $ 1,800,594 
New investments 268,202  30,065  1,060  19,200  —  11,696  330,223 
Investments acquired in Sierra merger 235,770  66,662  46,666  7,065  72  85,963  442,198 
Proceeds from sales of investments (151,575) —  —  (1,388) (249) —  (153,212)
Loan origination fees received (5,350) 36  —  —  —  —  (5,314)
Principal repayments received (8,114) (11,020) (730) —  —  —  (19,864)
Payment-in-kind interest 1,050  6,984  —  —  —  8,034
Accretion of loan premium/discount 301  33  5  —  —  —  339 
Accretion of deferred loan origination revenue 1,461  62  —  —  —  —  1,523 
Realized gain (loss) 579 8 — 24 (760) — (149)
Unrealized appreciation (depreciation) (8,176) (15,224) (5,258) 40,088 (14) (12,363) (947)
Fair value, end of period $ 1,555,746  $ 317,643  $ 82,014  $ 219,466  $ 156  $ 228,400  $ 2,403,425 

Three Months Ended
March 31, 2021:
($ in thousands)
 Senior Debt
and 1st Lien
Notes		 Subordinated Debt and 2nd Lien Notes Structured Products Equity
Shares		 Equity Warrants Investments in Joint Ventures / PE Fund Short-term
Investments		 Total
Fair value, beginning of period $ 1,171,250  $ 138,767  $ 32,509  $ 44,651  $ 1,300  $ 41,760  $ 65,558  $ 1,495,795 
New investments 227,057  14,479  —  3,873  —  29,500  198,550  473,459 
Proceeds from sales of investments (144,893) —  (6,823) (5,972) —  —  (190,542) (348,230)
Loan origination fees received (4,176) (402) —  —  —  —  —  (4,578)
Principal repayments received (21,392) (10,120) (753) —  —  —  —  (32,265)
Payment-in-kind interest 829  7,007  —  —  —  —  —  7,836
Accretion of loan premium/discount 645  1,319  16  —  —  —  —  1,980 
Accretion of deferred loan origination revenue 1,270  211  —  —  —  —  —  1,481 
Realized gain (loss) 2,207 3 652 (51) — — 3 2,814 
Unrealized appreciation (depreciation) 5,381 (666) 553 (2,883) 134 1,316 (3) 3,832 
Fair value, end of period $ 1,238,178  $ 150,598  $ 26,154  $ 39,618  $ 1,434  $ 72,576  $ 73,566  $ 1,602,124 
Non-Accrual Assets
Generally, when interest and/or principal payments on a loan become past due, or if we otherwise do not expect the borrower to be able to service its debt and other obligations, we will place the loan on non-accrual status and will generally cease recognizing interest income on that loan for financial reporting purposes until all principal and interest have been brought current through payment or due to a restructuring such that the interest income is deemed to be collectible. As of March 31, 2022, we had seven portfolio companies with investments on non-accrual, the fair value of which was $42.9 million, which comprised 1.8% of the total fair value of our portfolio, and the cost of which was $71.3 million, which comprised 3.0% of the total cost of our portfolio. As of December 31, 2021, we had two portfolio companies with investments on non-accrual, the fair value of which was $36.0 million, which comprised 2.0% of the total fair value of our portfolio, and the cost of which was $50.9 million, which comprised 2.9% of the total cost of our portfolio.
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A summary of our non-accrual assets as of March 31, 2022 is provided below:
1888 Industrial Services, LLC
In connection with the Sierra Acquisition, we purchased our debt and equity investments in 1888 Industrial Services, LLC, or 1888. The 1888 first lien senior secured term loan is on non-accrual status and as a result, under U.S. GAAP, we will not recognize interest income on our first lien senior secured term loan in 1888 for financial reporting purposes. As of March 31, 2022, the cost and fair of our first lien senior secured term loan in 1888 was $0.4 million and $0.2 million, respectively.
Black Angus Steakhouse, LLC
In connection with the Sierra Acquisition, we purchased our debt and equity investments in Black Angus Steakhouse, LLC, or Black Angus. The Black Angus PIK term loan is on non-accrual status and as a result, under U.S. GAAP, we will not recognize interest income on our PIK term loan in Black Angus for financial reporting purposes. As of March 31, 2022, both the cost and fair value of our PIK term loan in Black Angus was $9.6 million.
Charming Charlie LLC
In connection with the Sierra Acquisition, we purchased our debt and equity investments in Charming Charlie, LLC, or Charming Charlie. Charming Charlie is on non-accrual status and as a result, under U.S. GAAP, we will not recognize interest income on our debt investments in Charming Charlie for financial reporting purposes. As of March 31, 2022, both the cost and fair value of our debt investments in Charming Charlie was zero.
Custom Alloy Corporation
In connection with the MVC Acquisition, we purchased our debt investment in Custom Alloy Corporation, or Custom Alloy. During the quarter ended December 31, 2021, we placed our debt investment in Custom Alloy on non-accrual status. As a result, under U.S. GAAP, we will not recognize interest income on our debt investment in Custom Alloy for financial reporting purposes. As of March 31, 2022, the cost of our debt investment in Custom Alloy was $46.4 million and the fair value of such investment was $28.6 million.
Holland Acquisition Corp.
In connection with the Sierra Acquisition, we purchased our debt investment in Holland Acquisition Corp., or Holland. Holland is on non-accrual status and as a result, under U.S. GAAP, we will not recognize interest income on our debt investments in Holland for financial reporting purposes. As of March 31, 2022, both the cost and fair value of our debt investments in Holland was zero.
Legal Solutions Holdings
In connection with the MVC Acquisition, we purchased our debt investment in Legal Solutions Holdings, or Legal Solutions. During the quarter ended September 30, 2021, we placed our debt investment in Legal Solutions on non-accrual status. As a result, under U.S. GAAP, we will not recognize interest income on our debt investment in Legal Solutions for financial reporting purposes. As of March 31, 2022, the cost of our debt investment in Legal Solutions was $10.1 million and the fair value of such investment was zero.
Path Medical LLC
In connection with the Sierra Acquisition, we purchased our debt and equity investments in Path Medical LLC, or Path Medical. Path Medical is on non-accrual status and as a result, under U.S. GAAP, we will not recognize interest income on our debt investments in Path Medical for financial reporting purposes. As of March 31, 2022, both the cost and fair value of our debt investments in Path Medical was $4.6 million.

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Results of Operations
Comparison of the three months ended March 31, 2022 and March 31, 2021
Operating results for the three months ended March 31, 2022 and 2021 were as follows:
Three Months
Ended
Three Months
Ended
(in thousands) March 31,
2022		 March 31,
2021
Total investment income $ 43,757  $ 30,593 
Total operating expenses 24,742  16,237 
Net investment income before taxes 19,015  14,356 
Income taxes, including excise tax provision 6  (18)
Net investment income after taxes 19,009  14,374 
Net realized gains (losses) (1,442) 1,839 
Net unrealized appreciation 3,465  6,275 
Net increase in net assets resulting from operations $ 21,032  $ 22,488 
Net increases or decreases in net assets resulting from operations can vary substantially from period to period due to various factors, including recognition of realized gains and losses and unrealized appreciation and depreciation. As a result, quarterly comparisons of net changes in net assets resulting from operations may not be meaningful.
Investment Income
Three Months
Ended		 Three Months
Ended
($ in thousands) March 31,
2022		 March 31,
2021
Investment income:
Total interest income $ 32,069  $ 25,214 
Total dividend income 7,693  72 
Total fee and other income 1,197  2,133 
Total payment-in-kind interest income 2,798  3,173 
Interest income from cash —  1 
Total investment income $ 43,757  $ 30,593 
The change in total investment income for the three months ended March 31, 2022, as compared to the three months ended March 31, 2021, was primarily due to an increase in the average size of our portfolio and increased dividends from portfolio companies and joint venture investments. The increase in the average size of our portfolio was largely due to the increased middle-market investment opportunities and the investments acquired as part of the Sierra Acquisition; however, as the Sierra Acquisition did not close until late in the first quarter of 2022, we did not receive a full quarter of investment income from the acquired Sierra portfolio. This increase was partial offset by a decrease in payment-in-kind (“PIK”) interest income and a decrease in acceleration of unamortized OID and unamortized loan origination fee income associated with repayments of loans. For the three months ended March 31, 2022, dividends from portfolio companies and joint venture investments were $7.7 million, as compared to $0.1 million for the three months ended March 31, 2021. The amount of our outstanding debt investments was $2,134.2 million as of March 31, 2022, as compared to $1,451.9 million as of March 31, 2021. This increase is in part due to the acquisition of investment assets in the Sierra Acquisition. The weighted average yield on the principal amount of our outstanding debt investments other than non-accrual debt investments was 7.3% as of March 31, 2022, as compared to 7.2% as of March 31, 2021. For the three months ended March 31, 2022, PIK interest income was $2.8 million, as compared to $3.2 million for the three months ended March 31, 2021. For the three months ended March 31, 2022, acceleration of unamortized OID income and unamortized loan origination fees totaled $0.2 million, as compared to $0.4 million for the three months ended March 31, 2021.
Operating Expenses
Three Months
Ended		 Three Months
Ended
($ in thousands) March 31,
2022		 March 31,
2021
Operating expenses:
Interest and other financing fees $ 11,661  $ 7,285 
Base management fees 5,872  3,929 
Incentive management fees 4,754  2,722 
General and administrative expenses 2,455  2,301 
Total operating expenses $ 24,742  $ 16,237 
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Interest and Other Financing Fees
Interest and other financing fees during the three months ended March 31, 2022 were attributable to borrowings under the February 2019 Credit Facility, the August 2025 Notes, the November Notes, the February Notes and the November 2026 Notes (each as defined below under “Liquidity and Capital Resources”). Interest and other financing fees during the three months ended March 31, 2021 were attributable to borrowings under the February 2019 Credit Facility, the August 2025 Notes, the November Notes and the February Notes. The increase in interest and other financing fees for the three months ended March 31, 2022 as compared to the three months ended March 31, 2021, was primarily attributable to the issuance of the February Notes and the November 2026 Notes and increased borrowings under the February 2019 Credit Facility.
Base Management Fees
Under the terms of the New Barings BDC Advisory Agreement, we pay Barings a base management fee (the “Base Management Fee”), quarterly in arrears on a calendar quarter basis. The Base Management Fee is calculated based on the average value of our gross assets, excluding cash and cash equivalents, at the end of the two most recently completed calendar quarters prior to the quarter for which such fees are being calculated. Base Management Fees for any partial month or quarter are appropriately pro-rated. See Note 2 to our Unaudited Consolidated Financial Statements for additional information regarding the terms of the New Barings BDC Advisory Agreement (and, from January 1, 2021 to February 25, 2022, the terms of the Amended and Restated Advisory Agreement) and the fee arrangements thereunder. For the three months ended March 31, 2022, the amount of Base Management Fee incurred was approximately $5.9 million. For the three months ended March 31, 2021, the amount of Base Management Fee incurred was approximately $3.9 million. The increase in the Base Management Fee for the three months ended March 31, 2022 versus the corresponding 2021 period is primarily related to the average value of gross assets increasing from $1,257.4 million as of the end of the two most recently completed calendar quarters prior to March 31, 2021 to $1,879.0 million as of the end of the two most recently completed calendar quarters prior to March 31, 2022. For both the three months ended March 31, 2022 and 2021, the Base Management Fee rate was 1.250%.
Incentive Fee
Under the New Barings BDC Advisory Agreement (and, from January 1, 2021 to February 25, 2022, pursuant to the terms of the Amended and Restated Advisory Agreement), we pay Barings an incentive fee. A portion of the incentive fee is based on our income and a portion is based on our capital gains. The income-based fee will be determined and paid quarterly in arrears based on the amount by which (x) the aggregate pre-incentive fee net investment income in respect of the current calendar quarter and the eleven preceding calendar quarters beginning with the calendar quarter that commences on or after January 1, 2021, as the case may be (or the appropriate portion thereof in the case of any of our first eleven calendar quarters that commences on or after January 1, 2021) exceeds (y) the hurdle amount as calculated for the same period. See Note 2 to our Unaudited Consolidated Financial Statements for additional information regarding the terms of the New Barings BDC Advisory Agreement and the fee arrangements thereunder. For the three months ended March 31, 2022, the amount of income-based fee incurred was $4.8 million, as compared to $2.7 million for the three months ended March 31, 2021.
General and Administrative Expenses
We entered into the Administration Agreement with Barings in August 2018. Under the terms of the Administration Agreement, Barings performs (or oversees, or arranges for, the performance of) the administrative services necessary for our operations. We will reimburse Barings for the costs and expenses incurred by it in performing its obligations and providing personnel and facilities under the Administration Agreement in an amount to be negotiated and mutually agreed to by us and Barings quarterly in arrears; provided that the agreed-upon quarterly expense amount will not exceed the amount of expenses that would otherwise be reimbursable by us under the Administration Agreement for the applicable quarterly period, and Barings will not be entitled to the recoupment of any amounts in excess of the agreed-upon quarterly expense amount. See Note 2 to our Unaudited Consolidated Financial Statements for additional information regarding the Administration Agreement. For the three months ended March 31, 2022, the amount of administration expense incurred and invoiced by Barings for expenses was approximately $1.0 million. For the three months ended March 31, 2021, the amount of administration expense incurred and invoiced by Barings for expenses was approximately $0.5 million. In addition to expenses incurred under the Administration Agreement, general and administrative expenses include Board fees, D&O insurance costs, as well as legal, valuation and accounting expenses.
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Net Realized Gains (Losses)
Net realized gains (losses) during the three months ended March 31, 2022 and 2021 were as follows:
Three Months
Ended		 Three Months
Ended
($ in thousands) March 31,
2022		 March 31,
2021
Net realized gain (losses):
Non-Control / Non-Affiliate investments $ (250) $ 2,891 
Affiliate investments 101  (77)
Net realized gains (losses) on investments (149) 2,814 
Foreign currency transactions (1,293) (975)
Net realized gains (losses) $ (1,442) $ 1,839 
During the three months ended March 31, 2022, we recognized net realized losses totaling $1.4 million, which consisted primarily of a net loss on foreign currency transactions of $1.3 million. During the three months ended March 31, 2021, we recognized net realized gains totaling $1.8 million, which consisted primarily of a net gain on our loan portfolio of $2.8 million partially offset by a net loss on foreign currency transactions of $1.0 million.
Net Unrealized Appreciation (Depreciation)
Net unrealized appreciation (depreciation) during the three months ended March 31, 2022 and 2021 was as follows:
Three Months
Ended		 Three Months
Ended
($ in thousands) March 31,
2022		 March 31,
2021
Net unrealized appreciation (depreciation):
Non-Control / Non-Affiliate investments $ (28,587) $ 5,357 
Affiliate investments 12,996  2,445 
Control investments 14,644  (3,969)
Net unrealized appreciation (depreciation) on investments (947) 3,833 
Credit support agreements (400) (1,600)
Foreign currency transactions 4,812  4,042 
Net unrealized appreciation $ 3,465  $ 6,275 
During the three months ended March 31, 2022, we recorded net unrealized appreciation totaling $3.5 million, consisting of net unrealized appreciation on our current portfolio of $0.1 million and net unrealized appreciation related to foreign currency transactions of $4.8 million, net of unrealized depreciation of $0.4 million on the MVC credit support agreement with Barings and net unrealized depreciation reclassification adjustments of $1.0 million related to the net realized gains on the sales / repayments of certain investments. The net unrealized appreciation on our current portfolio of $0.1 million was driven primarily by credit or fundamental performance of investments of $27.8 million, partially offset by the impact of foreign currency exchange rates on investments of $4.7 million and broad market moves for investments of $23.1 million.
During the three months ended March 31, 2021, we recorded net unrealized appreciation totaling $6.3 million, consisting of net unrealized appreciation on our current portfolio of $6.4 million and net unrealized appreciation related to foreign currency transactions of $4.0 million, net of unrealized depreciation of $1.6 million on the MVC credit support agreement with Barings and net of unrealized depreciation reclassification adjustments of $2.6 million related to the net realized gains on the sales / repayments of certain investments. The net unrealized appreciation on our current portfolio of $6.4 million was driven primarily by broad market moves for investments of $13.8 million, partially offset by depreciation from the credit or fundamental performance of investments of $3.0 million and the impact of foreign currency exchange rates on investments of $4.4 million.
Liquidity and Capital Resources
We believe that our current cash and foreign currencies on hand, our available borrowing capacity under the February 2019 Credit Facility and our anticipated cash flows from operations will be adequate to meet our cash needs for our daily operations for at least the next twelve months. This “Liquidity and Capital Resources” section should be read in conjunction with “COVID-19 Developments” above, as well as with the notes to our Unaudited Consolidated Financial Statements.
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Cash Flows
For the three months ended March 31, 2022, we experienced a net increase in cash in the amount of $70.2 million. During that period, our operating activities used $18.8 million in cash, consisting primarily of purchases of portfolio investments of $335.5 million, partially offset by net cash acquired from the acquisition of Sierra of $101.9 million and proceeds from sales or repayments of portfolio investments totaling $210.5 million. In addition, our financing activities provided net cash of $89.0 million, consisting of net borrowings under the February 2019 Credit Facility (as defined below under “Financing Transactions”) of $107.7 million, partially offset by dividends paid in the amount of $15.0 million and share repurchases of $2.1 million. As of March 31, 2022, we had $154.4 million of cash and foreign currencies on hand.
For the three months ended March 31, 2021, we experienced a net decrease in cash in the amount of $52.0 million. During that period, our operating activities used $85.1 million in cash, consisting primarily of purchases of portfolio investments of $276.5 million and purchases of short-term investments of $198.6 million, partially offset by proceeds from sales of portfolio investments totaling $188.2 million and sales of short-term investments of $190.5 million. In addition, our financing activities provided $33.1 million of cash, consisting of net proceeds of $149.8 million from the issuance of the February Notes, partially offset by net repayments under the February 2019 Credit Facility of $104.3 million and dividends paid in the amount of $12.4 million. As of March 31, 2021, we had $40.5 million of cash and foreign currencies on hand.
Financing Transactions
February 2019 Credit Facility
On February 21, 2019, we entered into a senior secured credit facility with ING Capital LLC (“ING”), as administrative agent, and the lenders party thereto (as amended, restated and otherwise modified from time to time, the “February 2019 Credit Facility”). The initial commitments under the February 2019 Credit Facility total $800.0 million. Effective on November 4, 2021, we increased aggregate commitments under the February 2019 Credit Facility to $875.0 million from $800.0 million pursuant to the accordion feature under the February 2019 Credit Facility, which allows for an increase in the total commitments to an aggregate of $1.2 billion subject to certain conditions and the satisfaction of specified financial covenants. Effective on February 25, 2022, we increased aggregate commitments under the February 2019 Credit Facility to $965.0 million from $875.0 million pursuant to the accordion feature under the February 2019 Credit Facility, and the allowance for an increase in the total commitments increased to $1.5 billion from $1.2 billion subject to certain conditions and the satisfaction of specified financial covenants. We can borrow foreign currencies directly under the February 2019 Credit Facility. The February 2019 Credit Facility, which is structured as a revolving credit facility, is secured primarily by a material portion of our assets and guaranteed by certain of our subsidiaries. Following the termination on June 30, 2020 of Barings BDC Senior Funding I, LLC’s (“BSF”) credit facility entered into in August 2018 with Bank of America, N.A. (the “August 2018 Credit Facility”), BSF became a subsidiary guarantor and its assets secure the February 2019 Credit Facility. The revolving period of the February 2019 Credit Facility ends on February 21, 2024, followed by a one-year repayment period with a maturity date of February 21, 2025.
Borrowings denominated in U.S. Dollars under the February 2019 Credit Facility bear interest, subject to our election, on a per annum basis equal to (i) the alternate base rate plus 1.25% (or 1.00% for so long as we maintain an investment grade credit rating) or (ii) the term Secured Overnight Financing Rate (“SOFR”) plus 2.25% (or 2.00% for so long as we maintain an investment grade credit rating) plus a credit spread adjustment of 0.10% for borrowings with an interest period of one month, 0.15% for borrowings with an interest period of three months or 0.25% for borrowings with an interest period of six months. The alternate base rate is equal to the greatest of (i) the prime rate, (ii) the federal funds rate plus 0.5%, (iii) the Overnight Bank Funding Rate plus 0.5%, (iv) one-month term SOFR plus 1.0% plus a credit spread adjustment of 0.10% and (v) 1.0%. For borrowings denominated in certain foreign currencies other than Australian dollars, the applicable currency rate for the foreign currency as defined in the credit agreement plus 2.00% (or 2.25% if we no longer maintain an investment grade credit rating) or for borrowings denominated in Australian dollars, the applicable Australian dollars Screen Rate, plus 2.20% (or 2.45% if we no longer maintain an investment grade credit rating).
In addition, we pay a commitment fee of (i) 0.5% per annum on undrawn amounts if the unused portion of the February 2019 Credit Facility is greater than two-thirds of total commitments or (ii) 0.375% per annum on undrawn amounts if the unused portion of the February 2019 Credit Facility is equal to or less than two-thirds of total commitments. In connection with entering into the February 2019 Credit Facility, we incurred financing fees of approximately $6.4 million, which will be amortized over the life of the February 2019 Credit Facility.
As of March 31, 2022, we were in compliance with all covenants under the February 2019 Credit Facility and had U.S. dollar borrowings of $472.0 million outstanding under the February 2019 Credit Facility with an interest rate of 2.318% (one month SOFR of 0.218%), borrowings denominated in Swedish kronas of 12.8kr million ($1.4 million U.S. dollars) with an interest rate of 2.000% (one month STIBOR of 0.000%), borrowings denominated in British pounds sterling of £77.6 million
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($102.1 million U.S. dollars) with an interest rate of 2.477% (one month SONIA of 0.477%), borrowings denominated in Australian dollars of A$36.6 million ($27.5 million U.S. dollars) with an interest rate of 2.250% (one month AUD Screen Rate of 0.250%) and borrowings denominated in Euros of €138.6 million ($154.2 million U.S. dollars) with an interest rate of 2.000% (one month EURIBOR of 0.000%). The borrowings denominated in foreign currencies were translated into U.S. dollars based on the spot rate at the relevant balance sheet date. The impact resulting from changes in foreign exchange rates on the February 2019 Credit Facility borrowings is included in "Net unrealized appreciation (depreciation) - foreign currency transactions" in our Unaudited Consolidated Statements of Operations.
The fair values of the borrowings outstanding under the February 2019 Credit Facility are based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model. As of March 31, 2022, the total fair value of the borrowings outstanding under the February 2019 Credit Facility was $757.2 million. See Note 5 to our Unaudited Consolidated Financial Statements for additional information regarding the February 2019 Credit Facility.
August 2025 Notes
On August 3, 2020, we entered into a Note Purchase Agreement (the “August 2020 NPA”) with Massachusetts Mutual Life Insurance Company governing the issuance of (1) $50.0 million in aggregate principal amount of Series A senior unsecured notes due August 2025 (the “Series A Notes due 2025”) with a fixed interest rate of 4.66% per year, and (2) up to $50.0 million in aggregate principal amount of additional senior unsecured notes due August 2025 with a fixed interest rate per year to be determined (the “Additional Notes” and, collectively with the Series A Notes due 2025, the “August 2025 Notes”), in each case, to qualified institutional investors in a private placement. An aggregate principal amount of $25.0 million of the Series A Notes due 2025 was issued on September 24, 2020 and an aggregate principal amount of $25.0 million of the Series A Notes due 2025 was issued on September 29, 2020, both of which will mature on August 4, 2025 unless redeemed, purchased or prepaid prior to such date by us in accordance with their terms. Interest on the August 2025 Notes is due semiannually in March and September, beginning in March 2021. In addition, we are obligated to offer to repay the August 2025 Notes at par (plus accrued and unpaid interest to, but not including, the date of prepayment) if certain change in control events occur. Subject to the terms of the August 2020 NPA, we may redeem the August 2025 Notes in whole or in part at any time or from time to time at our option at par plus accrued interest to the prepayment date and, if redeemed on or before November 3, 2024, a make-whole premium. The August 2025 Notes are guaranteed by certain of our subsidiaries, and are our general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by us.
On November 4, 2020, we amended the August 2020 NPA to reduce the aggregate principal amount of unissued Additional Notes from $50.0 million to $25.0 million.
The August 2020 NPA contains certain representations and warranties, and various covenants and reporting requirements customary for senior unsecured notes issued in a private placement, including, without limitation, affirmative and negative covenants such as information reporting, maintenance of our status as a BDC within the meaning of the 1940 Act, certain restrictions with respect to transactions with affiliates, fundamental changes, changes of line of business, permitted liens, investments and restricted payments, minimum shareholders’ equity, maximum net debt to equity ratio and minimum asset coverage ratio. The August 2020 NPA also contains customary events of default with customary cure and notice periods, including, without limitation, nonpayment, incorrect representation in any material respect, breach of covenant, cross-default under our other indebtedness or that of our subsidiary guarantors, certain judgements and orders, and certain events of bankruptcy. Upon the occurrence of an event of default, the holders of at least 66-2/3% in principal amount of the August 2025 Notes at the time outstanding may declare all August 2025 Notes then outstanding to be immediately due and payable. As of March 31, 2022, we were in compliance with all covenants under the August 2020 NPA.
The August 2025 Notes were offered in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The August 2025 Notes have not and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, as applicable.
As of March 31, 2022, the fair value of the outstanding August 2025 Notes was $49.7 million. The fair value determination of the August 2025 Notes was based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.
November Notes
On November 4, 2020, we entered into a Note Purchase Agreement (the “November 2020 NPA”) governing the issuance of (1) $62.5 million in aggregate principal amount of Series B senior unsecured notes due November 2025 (the “Series B Notes”) with a fixed interest rate of 4.25% per year and (2) $112.5 million in aggregate principal amount of Series C senior
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unsecured notes due November 2027 (the “Series C Notes,” and, collectively with the Series B Notes, the “November Notes”) with a fixed interest rate of 4.75% per year, in each case, to qualified institutional investors in a private placement. Each stated interest rate is subject to a step up of (x) 0.75% per year, to the extent the applicable November Notes do not satisfy certain investment grade conditions and/or (y) 1.50% per year, to the extent the ratio of our secured debt to total assets exceeds specified thresholds, measured as of each fiscal quarter end. The November Notes were delivered and paid for on November 5, 2020.
The Series B Notes will mature on November 4, 2025, and the Series C Notes will mature on November 4, 2027 unless redeemed, purchased or prepaid prior to such date by us in accordance with their terms. Interest on the November Notes is due semiannually in May and November, beginning in May 2021. In addition, we are obligated to offer to repay the November Notes at par (plus accrued and unpaid interest to, but not including, the date of prepayment) if certain change in control events occur. Subject to the terms of the November 2020 NPA, we may redeem the Series B Notes and the Series C Notes in whole or in part at any time or from time to time at our option at par plus accrued interest to the prepayment date and, if redeemed on or before May 4, 2025, with respect to the Series B Notes, or on or before May 4, 2027, with respect to the Series C Notes, a make-whole premium. The November Notes are guaranteed by certain of our subsidiaries, and are our general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by us.
The November 2020 NPA contains certain representations and warranties, and various covenants and reporting requirements customary for senior unsecured notes issued in a private placement, including, without limitation, affirmative and negative covenants such as information reporting, maintenance of our status as a BDC within the meaning of the 1940 Act, certain restrictions with respect to transactions with affiliates, fundamental changes, changes of line of business, permitted liens, investments and restricted payments, minimum shareholders’ equity, maximum net debt to equity ratio and minimum asset coverage ratio. The November 2020 NPA also contains customary events of default with customary cure and notice periods, including, without limitation, nonpayment, incorrect representation in any material respect, breach of covenant, cross-default under our other indebtedness or that of our subsidiary guarantors, certain judgements and orders, and certain events of bankruptcy. Upon the occurrence of an event of default, the holders of at least 66-2/3% in principal amount of the November Notes at the time outstanding may declare all November Notes then outstanding to be immediately due and payable. As of March 31, 2022, we were in compliance with all covenants under the November 2020 NPA.
The November Notes were offered in reliance on Section 4(a)(2) of the Securities Act. The November Notes have not and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, as applicable.
As of March 31, 2022, the fair value of the outstanding Series B Notes and the Series C Notes was $61.1 million and $109.0 million, respectively. The fair value determinations of the Series B Notes and Series C Notes were based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.
February Notes
On February 25, 2021, we entered into a Note Purchase Agreement (the “February 2021 NPA”) governing the issuance of (1) $80.0 million in aggregate principal amount of Series D senior unsecured notes due February 26, 2026 (the “Series D Notes”) with a fixed interest rate of 3.41% per year and (2) $70.0 million in aggregate principal amount of Series E senior unsecured notes due February 26, 2028 (the “Series E Notes” and, collectively with the Series D Notes, the “February Notes”) with a fixed interest rate of 4.06% per year, in each case, to qualified institutional investors in a private placement. Each stated interest rate is subject to a step up of (x) 0.75% per year, to the extent the applicable February Notes do not satisfy certain investment grade rating conditions and/or (y) 1.50% per year, to the extent the ratio of our secured debt to total assets exceeds specified thresholds, measured as of each fiscal quarter end. The February Notes were delivered and paid for on February 26, 2021.
The Series D Notes will mature on February 26, 2026, and the Series E Notes will mature on February 26, 2028 unless redeemed, purchased or prepaid prior to such date by us in accordance with the terms of the February 2021 NPA. Interest on the February Notes is due semiannually in February and August of each year, beginning in August 2021. In addition, we are obligated to offer to repay the February Notes at par (plus accrued and unpaid interest to, but not including, the date of prepayment) if certain change in control events occur. Subject to the terms of the February 2021 NPA, we may redeem the Series D Notes and the Series E Notes in whole or in part at any time or from time to time at our option at par plus accrued interest to the prepayment date and, if redeemed on or before August 26, 2025, with respect to the Series D Notes, or on or before August 26, 2027, with respect to the Series E Notes, a make-whole premium. The February Notes are guaranteed by certain of our subsidiaries, and are our general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by us.
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The February 2021 NPA contains certain representations and warranties, and various covenants and reporting requirements customary for senior unsecured notes issued in a private placement, including, without limitation, information reporting, maintenance of our status as a BDC within the meaning of the 1940 Act, and certain restrictions with respect to transactions with affiliates, fundamental changes, changes of line of business, permitted liens, investments and restricted payments. In addition, the February 2021 NPA contains the following financial covenants: (a) maintaining a minimum obligors’ net worth, measured as of each fiscal quarter end; (b) not permitting our asset coverage ratio, as of the date of the incurrence of any debt for borrowed money or the making of any cash dividend to shareholders, to be less than the statutory minimum then applicable to us under the 1940 Act; and (c) not permitting our net debt to equity ratio to exceed 2.0x, measured as of each fiscal quarter end.
The February 2021 NPA also contains customary events of default with customary cure and notice periods, including, without limitation, nonpayment, incorrect representation in any material respect, breach of covenant, cross-default under other indebtedness or that of our subsidiary guarantors, certain judgements and orders, and certain events of bankruptcy. Upon the occurrence of certain events of default, the holders of at least 66-2/3% in principal amount of the February Notes at the time outstanding may declare all February Notes then outstanding to be immediately due and payable. As of March 31, 2022, we were in compliance with all covenants under the February 2021 NPA.
The February Notes were offered in reliance on Section 4(a)(2) of the Securities Act. The February Notes have not and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, as applicable.
As of March 31, 2022, the fair value of the outstanding Series D Notes and the Series E Notes was $75.5 million and $65.2 million, respectively. The fair value determinations of the Series D Notes and Series E Notes were based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.
November 2026 Notes
On November 23, 2021, we entered into an Indenture (the “Base Indenture”) and a Supplemental Indenture (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”) with U.S. Bank National Association (the “Trustee”). The First Supplemental Indenture relates to our issuance of $350.0 million aggregate principal amount of its 3.300% notes due 2026 (the “November 2026 Notes”).
The November 2026 Notes will mature on November 23, 2026 and may be redeemed in whole or in part at our option at any time or from time to time at the redemption prices set forth in the Indenture. The November 2026 Notes bear interest at a rate of 3.300% per year payable semi-annually on May 23 and November 23 of each year, commencing on May 23, 2022. The November 2026 Notes are our general unsecured obligations that rank senior in right of payment to all of our existing and future indebtedness that is expressly subordinated in right of payment to the November 2026 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by us, rank effectively junior to any of our secured indebtedness (including unsecured indebtedness that we later secure) 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 our subsidiaries, financing vehicles or similar facilities.
The Indenture contains certain covenants, including covenants requiring us to comply with the asset coverage requirements of Section 18(a)(1)(A) as modified by Section 61(a)(1) and (2) of the 1940 Act, whether or not it is subject to those requirements, and to provide financial information to the holders of the November 2026 Notes and the Trustee if we are no longer subject to the reporting requirements under the Exchange Act. 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, we will generally be required to make an offer to purchase the outstanding November 2026 Notes at a price equal to 100% of the principal amount of such November 2026 Notes plus accrued and unpaid interest to the repurchase date.
The November 2026 Notes were offered to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act and to certain non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act. The November 2026 Notes have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements.
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As of March 31, 2022, the fair value of the outstanding November 2026 Notes was $320.9 million. The fair value determinations of the November 2026 Notes were based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.
Share Repurchases
In connection with the closing of the MVC Acquisition on December 23, 2020, we committed to make open-market purchases of shares of our common stock in an aggregate amount of up to $15.0 million at then-current market prices at any time shares trade below 90% of our then most recently disclosed NAV per share. Any repurchases pursuant to the authorized program will occur during the 12-month period that commenced upon the filing of our quarterly report on Form 10-Q for the quarter ended March 31, 2021, which occurred on May 6, 2021, and will be made in accordance with applicable legal, contractual and regulatory requirements. During the three months ended March 31, 2022, we repurchased a total of 207,677 shares of our common stock in the open market under the authorized program at an average price of $10.14 per share, including broker commissions.
In connection with the completion of the acquisition of Sierra, we committed to make open-market purchases of shares of our common stock in an aggregate amount of up to $30.0 million at then-current market prices at any time shares trade below 90% of our then most recently disclosed NAV per share. Any repurchases pursuant to the authorized program will occur during the 12-month period commencing on April 1, 2022 and are expected to be made in accordance with a Rule 10b5-1 purchase plan that qualifies for the safe harbors provided by Rules 10b5-1 and 10b-18 under the Exchange Act, as well as subject to compliance with our covenant and regulatory requirements.
Distributions to Stockholders
We intend to pay quarterly distributions to our stockholders out of assets legally available for distribution. We have adopted a dividend reinvestment plan (“DRIP”) that provides for reinvestment of dividends on behalf of our stockholders, unless a stockholder elects to receive cash. As a result, when we declare a dividend, stockholders who have not opted out of the DRIP will have their dividends automatically reinvested in shares of our common stock, rather than receiving cash dividends.
We have elected to be treated as a RIC under the Code, and intend to make the required distributions to our stockholders as specified therein. In order to maintain our tax treatment as a RIC and to obtain RIC tax benefits, we must meet certain minimum distribution, source-of-income and asset diversification requirements. If such requirements are met, then we are generally required to pay income taxes only on the portion of our taxable income and gains we do not distribute (actually or constructively) and certain built-in gains. We have historically met our minimum distribution requirements and continually monitor our distribution requirements with the goal of ensuring compliance with the Code. We can offer no assurance that we will achieve results that will permit the payment of any level of cash distributions and our ability to make distributions will be limited by the asset coverage requirement and related provisions under the 1940 Act and contained in any applicable indenture or financing agreement and related supplements. In addition, in order to satisfy the annual distribution requirement applicable to RICs, we may declare a significant portion of our dividends in shares of our common stock instead of in cash. As long as a portion of such dividend is paid in cash (which portion may be as low as 20% of such dividend (and 10% of the dividend declared through June 30, 2022) under published guidance from the Internal Revenue Service) and certain requirements are met, the entire distribution will be treated as a dividend for U.S. federal income tax purposes. As a result, a stockholder generally would be subject to tax on 100% of the fair market value of the dividend on the date the dividend is received by the stockholder in the same manner as a cash dividend, even though most of the dividend was paid in shares of our common stock.
The minimum distribution requirements applicable to RICs require us to distribute to our stockholders each year at least 90% of our investment company taxable income, or ICTI, as defined by the Code. Depending on the level of ICTI and net capital gain, if any, earned in a tax year, we may choose to carry forward ICTI in excess of current year distributions into the next tax year and pay a 4% U.S. federal excise tax on such excess. Any such carryover ICTI must be distributed before the end of the next tax year through a dividend declared prior to filing the final tax return related to the year which generated such ICTI.
ICTI generally differs from net investment income for financial reporting purposes due to temporary and permanent differences in the recognition of income and expenses. We may be required to recognize ICTI in certain circumstances in which we do not receive cash. For example, if we hold debt obligations that are treated under applicable tax rules as having original issue discount (such as debt instruments issued with warrants), we must include in ICTI each year a portion of the original issue discount that accrues over the life of the obligation, regardless of whether cash representing such income is received by us in the same taxable year. We may also have to include in ICTI other amounts that we have not yet received in cash, such as (i) PIK interest income and (ii) interest income from investments that have been classified as non-accrual for financial reporting purposes. Interest income on non-accrual investments is not recognized for financial reporting purposes, but generally is recognized in ICTI. Because any original issue discount or other amounts accrued will be included in our ICTI for the year of
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accrual, we may be required to make a distribution to our stockholders in order to satisfy the minimum distribution requirements, even though we will not have received and may not ever receive any corresponding cash amount. ICTI also excludes net unrealized appreciation or depreciation, as investment gains or losses are not included in taxable income until they are realized.
Recent Developments
Subsequent to March 31, 2022, we made approximately made approximately $174.4 million of new commitments, of which $141.0 million closed and funded. The $141.0 million of investments consists of $120.9 million of first lien senior secured debt investments, $16.2 million of second lien senior secured and subordinated debt investments and $3.8 million of equity investments. The weighted average yield of the debt investments was 7.1%. In addition, the Company funded $15.0 million of previously committed delayed draw term loans.
Effective on April 1, 2022, we increased aggregate commitments under the February 2019 Credit Facility to $1.1 billion from $965.0 million pursuant to the accordion feature under the February 2019 Credit Facility, which allows for an increase in the total commitments to an aggregate of $1.5 billion subject to certain conditions and the satisfaction of specified financial covenants.
On May 5, 2022, the Board declared a quarterly distribution of $0.24 per share payable on June 15, 2022 to holders of record as of June 8, 2022.
Critical Accounting Policies and Use of Estimates
The preparation of our unaudited financial statements in accordance with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses for the periods covered by such financial statements. We have identified investment valuation and revenue recognition as our most critical accounting estimates. On an ongoing basis, we evaluate our estimates, including those related to the matters described below. These estimates are based on the information that is currently available to us and on various other assumptions that we believe to be reasonable under the circumstances. Actual results could differ materially from those estimates under different assumptions or conditions. A discussion of our critical accounting policies follows.
Investment Valuation
The most significant estimate inherent in the preparation of our financial statements is the valuation of investments and the related amounts of unrealized appreciation and depreciation of investments recorded. We have a valuation policy, as well as established and documented processes and methodologies for determining the fair values of portfolio company investments on a recurring (at least quarterly) basis in accordance with the 1940 Act and FASB ASC Topic 820, Fair Value Measurements and Disclosures, or ASC Topic 820. Our current valuation policy and processes were established by Barings and have been approved by the Board.
As of March 31, 2022, our investment portfolio, valued at fair value in accordance with the Board-approved valuation policies, represented approximately 182% of our total net assets, as compared to approximately 243% of our total net assets as of December 31, 2021.
Under ASC Topic 820, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between a willing buyer and a willing seller at the measurement date. For our portfolio securities, fair value is generally the amount that we might reasonably expect to receive upon the current sale of the security. The fair value measurement assumes that the sale occurs in the principal market for the security, or in the absence of a principal market, in the most advantageous market for the security. If no market for the security exists or if we do not have access to the principal market, the security should be valued based on the sale occurring in a hypothetical market.
Under ASC Topic 820, there are three levels of valuation inputs, as follows:
Level 1 Inputs – include quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2 Inputs – include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
Level 3 Inputs – include inputs that are unobservable and significant to the fair value measurement.
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A financial instrument is categorized within the ASC Topic 820 valuation hierarchy based upon the lowest level of input to the valuation process that is significant to the fair value measurement. For example, a Level 3 fair value measurement may include inputs that are observable (Levels 1 and 2) and unobservable (Level 3). Therefore, unrealized appreciation and depreciation related to such investments categorized as Level 3 investments within the tables in the notes to our consolidated financial statements may include changes in fair value that are attributable to both observable inputs (Levels 1 and 2) and unobservable inputs (Level 3).
Our investment portfolio includes certain debt and equity instruments of privately held companies for which quoted prices or other observable inputs falling within the categories of Level 1 and Level 2 are generally not available. In such cases, we determine the fair value of our investments in good faith primarily using Level 3 inputs. In certain cases, quoted prices or other observable inputs exist, and if so, we assess the appropriateness of the use of these third-party quotes in determining fair value based on (i) our understanding of the level of actual transactions used by the broker to develop the quote and whether the quote was an indicative price or binding offer and (ii) the depth and consistency of broker quotes and the correlation of changes in broker quotes with underlying performance of the portfolio company.
There is no single standard for determining fair value in good faith, as fair value depends upon the specific circumstances of each individual investment. The recorded fair values of our Level 3 investments may differ significantly from fair values that would have been used had an active market for the securities existed. In addition, changes in the market environment and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on these investments to be different than the valuations currently assigned.
Investment Valuation Process
Barings has established a pricing committee that is, subject to the oversight of the Board, responsible for the approval, implementation and oversight of the processes and methodologies that relate to the pricing and valuation of assets we hold. Barings uses independent third-party providers to price the portfolio, but in the event an acceptable price cannot be obtained from an approved external source, Barings will utilize alternative methods in accordance with internal pricing procedures established by Barings' pricing committee.
At least annually, Barings conducts reviews of the primary pricing vendors to validate that the inputs used in the vendors’ pricing process are deemed to be market observable. While Barings is not provided access to proprietary models of the vendors, the reviews have included on-site walkthroughs of the pricing process, methodologies and control procedures for each asset class and level for which prices are provided. The review also includes an examination of the underlying inputs and assumptions for a sample of individual securities across asset classes, credit rating levels and various durations, a process Barings continues to perform annually. In addition, the pricing vendors have an established challenge process in place for all security valuations, which facilitates identification and resolution of prices that fall outside expected ranges. Barings believes that the prices received from the pricing vendors are representative of prices that would be received to sell the assets at the measurement date (i.e., exit prices).
Our money market fund investments are generally valued using Level 1 inputs and our equity investments listed on an exchange or on the NASDAQ National Market System are valued using Level 1 inputs, using the last quoted sale price of that day. Our syndicated senior secured loans and structured product investments are generally valued using Level 2 inputs, which are generally valued at the bid quotation obtained from dealers in loans by an independent pricing service. Our middle-market, private debt and equity investments are generally valued using Level 3 inputs.
Independent Valuation
The fair value of loans and equity investments that are not syndicated or for which market quotations are not readily available, including middle-market loans, are generally submitted to independent providers to perform an independent valuation on those loans and equity investments as of the end of each quarter. Such loans and equity investments are initially held at cost, as that is a reasonable approximation of fair value on the acquisition date, and monitored for material changes that could affect the valuation (for example, changes in interest rates or the credit quality of the borrower). At the quarter end following the initial acquisition, such loans and equity investments are generally sent to a valuation provider which will determine the fair value of each investment. The independent valuation providers apply various methods (synthetic rating analysis, discounting cash flows, and re-underwriting analysis) to establish the rate of return a market participant would require (the “discount rate”) as of the valuation date, given market conditions, prevailing lending standards and the perceived credit quality of the issuer. Future expected cash flows for each investment are discounted back to present value using these discount rates in the discounted cash flow analysis. A range of values will be provided by the valuation provider and Barings will determine the point within that range that it will use in making valuation recommendations to the Board, and will report to the Board on its rationale for each such determination. Barings uses its internal valuation model as a comparison point to validate the price range
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provided by the valuation provider and, where applicable, in determining the point within that range that it will use in making valuation recommendations to the Board. If Barings’ pricing committee disagrees with the price range provided, it may make a fair value recommendation to the Board that is outside of the range provided by the independent valuation provider, and will notify the Board of any such override and the reasons therefore. In certain instances, we may determine that it is not cost-effective, and as a result is not in the stockholders' best interests, to request an independent valuation firm to perform an independent valuation on certain investments. Such instances include, but are not limited to, situations where the fair value of the investment in the portfolio company is determined to be insignificant relative to the total investment portfolio. Pursuant to these procedures, the Board determines in good faith whether our investments were valued at fair value in accordance with our valuation policies and procedures and the 1940 Act based on, among other things, the input of Barings, our Audit Committee and the independent valuation firm.
The SEC has adopted new Rule 2a-5 under the 1940 Act. This rule establishes requirements for determining fair value in good faith for purposes of the 1940 Act. We will comply with the new rule’s valuation requirements on or before the SEC’s September 8, 2022 compliance date.
Valuation Techniques
Our valuation techniques are based upon both observable and unobservable pricing inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our market assumptions. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the financial instrument. An independent pricing service provider is the preferred source of pricing a loan, however, to the extent the independent pricing service provider price is unavailable or not relevant and reliable, we will utilize alternative approaches such as broker quotes or manual prices. We attempt to maximize the use of observable inputs and minimize the use of unobservable inputs. The availability of observable inputs can vary from investment to investment and is affected by a wide variety of factors, including the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets and other characteristics particular to the security.
Valuation of Investments in Jocassee, Thompson Rivers, Waccamaw River, Sierra JV and MVC Private Equity Fund LP
As Jocassee, Thompson Rivers, Waccamaw River, Sierra JV and MVC Private Equity Fund LP are investment companies with no readily determinable fair values, we estimate the fair value of our investments in these entities using net asset value of each company and our ownership percentage as a practical expedient. The net asset value is determined in accordance with the specialized accounting guidance for investment companies.
Revenue Recognition
Interest and Dividend Income
Interest income, including amortization of premium and accretion of discount, is recorded on the accrual basis to the extent that such amounts are expected to be collected. Generally, when interest and/or principal payments on a loan become past due, or if we otherwise do not expect the borrower to be able to service its debt and other obligations, we will place the loan on non-accrual status and will generally cease recognizing interest income on that loan for financial reporting purposes until all principal and interest have been brought current through payment or due to a restructuring such that the interest income is deemed to be collectible. The cessation of recognition of such interest will negatively impact the reported fair value of the investment. We write off any previously accrued and uncollected interest when it is determined that interest is no longer considered collectible. Dividend income is recorded on the ex-dividend date.
We may have to include interest income in our ICTI, including original issue discount income, from investments that have been classified as non-accrual for financial reporting purposes. Interest income on non-accrual investments is not recognized for financial reporting purposes, but generally is recognized in ICTI. As a result, we may be required to make a distribution to our stockholders in order to satisfy the minimum distribution requirements to maintain our RIC tax treatment, even though we will not have received and may not ever receive any corresponding cash amount. Additionally, any loss recognized by us for U.S. federal income tax purposes on previously accrued interest income will be treated as a capital loss.
Fee Income
Origination, facility, commitment, consent and other advance fees received in connection with the origination of a loan, or Loan Origination Fees, are recorded as deferred income and recognized as investment income over the term of the loan. Upon prepayment of a loan, any unamortized Loan Origination Fees are recorded as investment income. In the general course of our business, we receive certain fees from portfolio companies, which are non-recurring in nature. Such fees include loan prepayment penalties, advisory, loan amendment and other fees, and are recorded as investment income when earned.
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Fee income for the three months ended March 31, 2022 and 2021 was as follows:
Three Months
Ended
Three Months
Ended
($ in thousands) March 31, 2022 March 31, 2021
Recurring Fee Income:
Amortization of loan origination fees $ 1,327  $ 1,078 
Management, valuation and other fees (585) 581 
Total Recurring Fee Income 742  1,659 
Non-Recurring Fee Income:
Prepayment fees —  50 
Acceleration of unamortized loan origination fees 196  403 
Advisory, loan amendment and other fees 259  21 
Total Non-Recurring Fee Income 455  474 
Total Fee Income $ 1,197  $ 2,133 
Payment-in-Kind (PIK) Interest Income
We currently hold, and expect to hold in the future, some loans in our portfolio that contain PIK interest provisions. PIK interest, computed at the contractual rate specified in each loan agreement, is periodically added to the principal balance of the loan, rather than being paid to us in cash, and is recorded as interest income. Thus, the actual collection of PIK interest may be deferred until the time of debt principal repayment.
PIK interest, which is a non-cash source of income at the time of recognition, is included in our taxable income and therefore affects the amount we are required to distribute to our stockholders to maintain our tax treatment as a RIC for U.S. federal income tax purposes, even though we have not yet collected the cash. Generally, when current cash interest and/or principal payments on a loan become past due, or if we otherwise do not expect the borrower to be able to service its debt and other obligations, we will place the loan on non-accrual status and will generally cease recognizing PIK interest income on that loan for financial reporting purposes until all principal and interest have been brought current through payment or due to a restructuring such that the interest income is deemed to be collectible. We write off any previously accrued and uncollected PIK interest when it is determined that the PIK interest is no longer collectible.
We may have to include in our ICTI, PIK interest income from investments that have been classified as non-accrual for financial reporting purposes. Interest income on non-accrual investments is not recognized for financial reporting purposes, but generally is recognized in ICTI. As a result, we may be required to make a distribution to our stockholders in order to satisfy the minimum distribution requirements, even though we will not have received and may not ever receive any corresponding cash amount.
Unused Commitments
In the normal course of business, we are party to financial instruments with off-balance sheet risk, consisting primarily of unused commitments to extend financing to our portfolio companies. Since commitments may expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements. As of March 31, 2022 and December 31, 2021, we believed that we had adequate financial resources to satisfy our unfunded commitments. The balances of unused commitments to extend financing as of March 31, 2022 and December 31, 2021 were as follows:
Portfolio Company
($ in thousands)		 Investment Type March 31, 2022 December 31, 2021
1888 Industrial Services, LLC(1)(2) Revolver $ 314  $ — 
Acclime Holdings HK Limited(1) Delayed Draw Term Loan 1,179  1,179 
Acclime Holdings HK Limited(1) Delayed Draw Term Loan 110  110 
Air Comm Corporation, LLC(1) Delayed Draw Term Loan 11  11 
Air Comm Corporation, LLC(1) Delayed Draw Term Loan 1,448  1,448 
Amtech Software(1) Delayed Draw Term Loan 1,527  2,727 
Amtech Software(1) Revolver 682  682 
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Portfolio Company
($ in thousands)		 Investment Type March 31, 2022 December 31, 2021
AnalytiChem Holding GmbH(1)(2)(3) Delayed Draw Term Loan 6,073  6,207 
Aquavista Watersides 2 LTD(1)(2)(4) Bridge Revolver 489  503 
Aquavista Watersides 2 LTD(1)(2)(4) Acquisition Facility 3,059  3,147 
Astra Bidco Limited(1)(2)(4) Delayed Draw Term Loan 959  2,571 
Avance Clinical Bidco Pty Ltd(1)(5) Delayed Draw Term Loan 1,435  3,497 
Azalea Buyer, Inc.(1) Delayed Draw Term Loan 962  962 
Azalea Buyer, Inc.(1) Revolver 481  481 
Bariacum S.A(1)(2)(3) Acquisition Facility 2,114  2,161 
Beyond Risk Management, Inc.(1)(2) Delayed Draw Term Loan 2,573  2,573 
BigHand UK Bidco Limited(1)(2)(4) Acquisition Facility —  378 
Black Angus Steakhouses, LLC(1) Acquisition Facility 417  — 
Bounteous, Inc.(1) Delayed Draw Term Loan 2,840  2,840 
Brightpay Limited(1)(2)(3) Delayed Draw Term Loan 241  432 
Brightpay Limited(1)(2)(3) Delayed Draw Term Loan 141  144 
BrightSign LLC(1) Revolver 1,329  1,329 
British Engineering Services Holdco Limited(1)(2)(4) Bridge Revolver —  613 
Brook & Whittle Holding Corp.(1) Delayed Draw Term Loan 852  — 
CAi Software, LLC(1) Revolver 943  943 
Canadian Orthodontic Partners Corp.(1)(2)(6) Acquisition Facility 120  167 
Centralis Finco S.a.r.l.(1)(3) Acquisition Facility 451  461 
Ceres Pharma NV(1)(2)(3) Delayed Draw Term Loan 2,103  2,149 
CGI Parent, LLC(1)(2) Revolver 1,212  — 
Classic Collision (Summit Buyer, LLC)(1)(2) Delayed Draw Term Loan 309  393 
Coastal Marina Holdings, LLC(1)(2) PIK Tranche B Term Loan 1,311  1,311 
Coastal Marina Holdings, LLC(1)(2) Tranche A Term Loan 3,576  3,576 
Command Alkon (Project Potter Buyer, LLC)(1) Delayed Draw Term Loan 6,018  6,018 
Coyo Uprising GmbH(1)(2)(3) Delayed Draw Term Loan 874  894 
Crash Champions, LLC(1) Delayed Draw Term Loan 379  5,420 
CSL Dualcom(1)(4) Acquisition Term Loan 970  998 
Dart Buyer, Inc.(1) Delayed Draw Term Loan 1,163  2,431 
DecksDirect, LLC(1) Revolver 58  218 
DreamStart Bidco SAS(1)(3) Acquisition Facility 604  617 
Dune Group(1)(3) Delayed Draw Term Loan 650  665 
Dwyer Instruments, Inc.(1) Delayed Draw Term Loan 692  692 
Eclipse Business Capital, LLC(1) Revolver 10,909  11,818 
EMI Porta Holdco LLC(1) Delayed Draw Term Loan 11,212  12,458 
EMI Porta Holdco LLC(1) Revolver 2,361  2,966 
EPS NASS Parent, Inc.(1) Delayed Draw Term Loan 583  583 
eShipping, LLC(1) Delayed Draw Term Loan 1,650  2,548 
eShipping, LLC(1) Revolver 824  1,232 
Events Software BidCo Pty Ltd(1)(5) Delayed Draw Term Loan 481  — 
F24 (Stairway BidCo GmbH)(1)(2)(3) Delayed Draw Term Loan 396  405 
Fineline Technologies, Inc.(1) Delayed Draw Term Loan 180  180 
Finexvet(1)(3) Acquisition Facility 967  — 
FragilePak LLC(1)(2) Delayed Draw Term Loan 2,354  2,354 
Heartland Veterinary Partners, LLC(1) Delayed Draw Term Loan 657  657 
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Portfolio Company
($ in thousands)		 Investment Type March 31, 2022 December 31, 2021
Heavy Construction Systems Specialists, LLC(1) Revolver 2,632  2,632 
HW Holdco, LLC (Hanley Wood LLC)(1)(2) Delayed Draw Term Loan 913  1,563 
IGL Holdings III Corp.(1) Delayed Draw Term Loan 1,217  1,217 
Innovad Group II BV(1)(2)(3) Delayed Draw Term Loan 1,785  1,825 
INOS 19-090 GmbH(1)(2)(3) Acquisition Facility 2,481  2,535 
ITI Intermodal, Inc.(1) Delayed Draw Term Loan 103  103 
ITI Intermodal, Inc.(1) Revolver 124  124 
Jaguar Merger Sub Inc.(1)(2) Delayed Draw Term Loan 1,781  1,961 
Jaguar Merger Sub Inc.(1)(2) Revolver 490  490 
Jocassee Partners LLC Joint Venture 15,000  20,000 
Jon Bidco Limited(1)(2)(7) Capex & Acquisition Facility 1,585  — 
Jones Fish Hatcheries & Distributors LLC(1) Revolver 418  — 
Kano Laboratories LLC(1)(2) Delayed Draw Term Loan 153  153 
Kano Laboratories LLC(1)(2) Delayed Draw Term Loan 2,830  4,544 
Kemmerer Operations LLC(1) Delayed Draw Term Loan 908  — 
LAF International(1)(2)(3) Acquisition Facility 178  341 
Lambir Bidco Limited(1)(2)(3) Bridge Revolver 920  941 
Lambir Bidco Limited(1)(2)(3) Delayed Draw Term Loan 1,841  1,881 
LeadsOnline, LLC(1) Revolver 2,603  — 
Lifestyle Intermediate II, LLC(1) Revolver 2,500  — 
LivTech Purchaser, Inc.(1) Delayed Draw Term Loan 34  82 
Marmoutier Holding B.V.(1)(2)(3) Delayed Draw Term Loan 396  405 
Marmoutier Holding B.V.(1)(2)(3) Revolver 159  162 
Marshall Excelsior Co.(1)(2) Revolver 1,047  — 
MC Group Ventures Corporation(1) Delayed Draw Term Loan 817  817 
Modern Star Holdings Bidco Pty Limited(1)(5) Capex Term Loan 1,072  1,038 
Murphy Midco Limited(1)(4) Delayed Draw Term Loan 648  2,617 
Narda Acquisitionco., Inc.(1) Revolver 1,311  1,311 
Navia Benefit Solutions, Inc.(1) Delayed Draw Term Loan 1,261  1,261 
Nexus Underwriting Management Limited(1)(2)(4) Revolver 101  103 
Nexus Underwriting Management Limited(1)(2)(4) Acquisition Facility 526  541 
Novotech Aus Bidco Pty Ltd(1) Capex & Acquisition Facility 809  — 
OA Buyer, Inc.(1) Revolver 1,331  1,331 
OAC Holdings I Corp(1) Revolver 685  — 
OG III B.V.(1)(2)(3) Acquisition CapEx Facility 671  686 
Omni Intermediate Holdings, LLC(1)(2) Delayed Draw Term Loan —  817 
Omni Intermediate Holdings, LLC(1)(2) Delayed Draw Term Loan 2,289  4,357 
OSP Hamilton Purchaser, LLC(1) Revolver 187  187 
Pacific Health Supplies Bidco Pty Limited(1)(2)(5) CapEx Term Loan 1,325  1,283 
PDQ.Com Corporation(1) Delayed Draw Term Loan —  289 
PDQ.Com Corporation(1) Delayed Draw Term Loan 7,753  10,948 
Polara Enterprises, L.L.C.(1)(2) Revolver 545  545 
Policy Services Company, LLC(1)(2) Delayed Draw Term Loan 3,772  6,944 
Premium Invest(1)(2)(3) Acquisition Facility 1,892  1,933 
ProfitOptics, LLC(1) Revolver 484  — 
Protego Bidco B.V.(1)(2)(3) Delayed Draw Term Loan 826  844 
QPE7 SPV1 BidCo Pty Ltd(1)(2)(5) Acquisition Term Loan —  373 
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Portfolio Company
($ in thousands)		 Investment Type March 31, 2022 December 31, 2021
RA Outdoors, LLC(1) Revolver 741  — 
Rep Seko Merger Sub LLC(1) Delayed Draw Term Loan 1,305  1,455 
Reward Gateway (UK) Ltd(1)(2)(4) Acquisition Facility 657  1,061 
Riedel Beheer B.V.(1)(2)(3) Revolver —  230 
Riedel Beheer B.V.(1)(2)(3) Delayed Draw Term Loan 150  153 
Scaled Agile, Inc.(1)(2) Delayed Draw Term Loan 416  416 
Scaled Agile, Inc.(1)(2) Revolver 336  336 
Security Holdings B.V.(1)(2)(3) Delayed Draw Term Loan 2,225  2,274 
Security Holdings B.V.(1)(2)(3) Revolver 1,113  1,137 
Smartling, Inc.(1) Delayed Draw Term Loan 1,978  2,353 
Smartling, Inc.(1) Revolver 1,176  1,176 
Smile Brands Group, Inc.(1)(2) Delayed Draw Term Loan 418  655 
Springbrook Software (SBRK Intermediate, Inc.)(1)(2) Delayed Draw Term Loan 2,372  2,373 
SSCP Pegasus Midco Limited(1)(4) Delayed Draw Term Loan 5,105  5,251 
Superjet Buyer, LLC(1) Revolver 1,825  1,825 
Syntax Systems Ltd(1)(2) Revolver 448  569 
Syntax Systems Ltd(1)(2) Delayed Draw Term Loan 1,933  1,933 
Tank Holding Corp(1) Revolver 873  — 
Techone B.V.(1)(2)(3) Delayed Draw Term Loan 1,586  1,621 
Techone B.V.(1)(2)(3) Revolver 423  432 
Tencarva Machinery Company, LLC(1) Delayed Draw Term Loan 886  886 
Tencarva Machinery Company, LLC(1) Revolver 1,128  1,129 
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)(1) Delayed Draw Term Loan 2,811  2,811 
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)(1) Revolver 827  827 
The Hilb Group, LLC(1) Delayed Draw Term Loan 2,529  2,773 
Thermacell Repellents, Inc.(1) Revolver 605  — 
Transit Technologies LLC(1)(2) Delayed Draw Term Loan —  1,857 
Truck-Lite Co., LLC(1) Delayed Draw Term Loan 4,540  4,540 
Turbo Buyer, Inc.(1) Delayed Draw Term Loan 1,339  2,070 
Turbo Buyer, Inc.(1) Delayed Draw Term Loan 2,250  — 
USLS Acquisition, Inc.(f/k/a US Legal Support, Inc.)(1)(2) Delayed Draw Term Loan 3,820  — 
Victoria Bidco Limited(1)(2)(4) Delayed Draw Term Loan 458  — 
Waccamaw River, LLC(2) Joint Venture 4,580  11,280 
W2O Holdings, Inc.(1) Delayed Draw Term Loan 3,831  3,832 
West Dermatology, LLC(1) Revolver 552  — 
West Dermatology, LLC(1) Delayed Draw Term Loan 3,352  — 
West Dermatology, LLC(1) PIK Delayed Draw Term Loan 144  — 
Woodland Foods, Inc.(1) Revolver 1,734  2,070 
ZB Holdco LLC(1) Revolver 845  — 
ZB Holdco LLC(1) Delayed Draw Term Loan 1,352  — 
Zeppelin Bidco Limited(1)(2)(4) Capex / Acquisition Facility 3,472  — 
Zeppelin Bidco Limited(1)(2)(4) Revolver $ 579  $ — 
Total unused commitments to extend financing $ 220,360  $ 234,658 
(1)Our estimate of the fair value of the current investments in these portfolio companies includes an analysis of the fair value of any unfunded commitments.
(2)Represents a commitment to extend financing to a portfolio company where one or more of our current investments in the portfolio company are carried at less than cost.
(3)Actual commitment amount is denominated in Euros. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
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(4)Actual commitment amount is denominated in British pounds sterling. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(5)Actual commitment amount is denominated in Australian dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(6)Actual commitment amount is denominated in Canadian dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(7)Actual commitment amount is denominated in New Zealand dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
In the normal course of business, we guarantee certain obligations in connection with our portfolio companies (in particular, certain controlled portfolio companies). Under these guarantee arrangements, payments may be required to be made to third parties if such guarantees are called upon or if the portfolio companies were to default on their related obligations, as applicable. As of March 31, 2022 and December 31, 2021, we had guaranteed €9.9 million ($11.0 million U.S. dollars and $11.3 million U.S. dollars, respectively) relating to credit facilities among Erste Bank and MVC Automotive Group Gmbh, or MVC Auto. We would be required to make payments to Erste Bank if MVC Auto were to default on their related payment obligations. None of the credit facility guarantees are recorded as a liability on our Unaudited and Audited Consolidated Balance Sheets. As such, the credit facility liabilities are considered in the valuation of our investments in MVC Auto. The guarantees denominated in foreign currencies were translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
We are subject to market risk. Market risk includes risks that arise from changes in interest rates, commodity prices, equity prices and other market changes that affect market sensitive instruments. The prices of securities held by us may decline in response to certain events, including those directly involving the companies we invest in; conditions affecting the general economy; overall market changes; global pandemics; legislative reform; local, regional, national or global political, social or economic instability; and interest rate fluctuations.
In addition, we are subject to interest rate risk. Interest rate risk is defined as the sensitivity of our current and future earnings to interest rate volatility, variability of spread relationships, the difference in re-pricing intervals between our assets and liabilities and the effect that interest rates may have on our cash flows. Changes in the general level of interest rates can affect our net interest income, which is the difference between the interest income earned on interest earning assets and our interest expense incurred in connection with our interest bearing debt and liabilities. Changes in interest rates can also affect, among other things, our ability to acquire and originate loans and securities and the value of our investment portfolio. Our net investment income is affected by fluctuations in various interest rates, including LIBOR, EURIBOR, GBP LIBOR, BBSY, STIBOR, CDOR, and SONIA. Our risk management systems and procedures are designed to identify and analyze our risk, to set appropriate policies and limits and to continually monitor these risks. We regularly measure exposure to interest rate risk and determine whether or not any hedging transactions are necessary to mitigate exposure to changes in interest rates. As of March 31, 2022, we were not a party to any interest rate hedging arrangements.
In connection with the COVID-19 pandemic, the U.S. Federal Reserve and other central banks reduced certain interest rates and LIBOR decreased. A prolonged reduction in interest rates will reduce our gross investment income and could result in a decrease in our net investment income if such decreases in LIBOR are not offset by a corresponding increase in the spread over LIBOR that we earn on any portfolio investments, a decrease in in our operating expenses, including with respect to our income incentive fee, or a decrease in the interest rate of our floating interest rate liabilities tied to LIBOR.
As of March 31, 2022, approximately $1,786.8 million (principal amount) of our debt portfolio investments bore interest at variable rates, which generally are LIBOR-based (or based on an equivalent applicable currency rate), and many of which are subject to certain floors. A hypothetical 200 basis point increase or decrease in the interest rates on our variable-rate debt investments could increase or decrease, as applicable, our investment income by a maximum of $35.7 million on an annual basis.
Borrowings denominated in U.S. Dollars under the February 2019 Credit Facility bear interest, subject to our election, on a per annum basis equal to (i) the alternate base rate plus 1.25% (or 1.00% for so long as we maintain an investment grade credit rating) or (ii) the term Secured Overnight Financing Rate (“SOFR”) plus 2.25% (or 2.00% for so long as we maintain an investment grade credit rating) plus a credit spread adjustment of 0.10% for borrowings with an interest period of one month, 0.15% for borrowings with an interest period of three months or 0.25% for borrowings with an interest period of six months. The alternate base rate is equal to the greatest of (i) the prime rate, (ii) the federal funds rate plus 0.5%, (iii) the Overnight Bank Funding Rate plus 0.5%, (iv) one-month term SOFR plus 1.0% plus a credit spread adjustment of 0.10% and (v) 1.0%. For borrowings denominated in certain foreign currencies other than Australian dollars, the applicable currency rate for the foreign currency as defined in the credit agreement plus 2.00% (or 2.25% if we no longer maintain an investment grade credit rating) or for borrowings denominated in Australian dollars, the applicable Australian dollars Screen Rate, plus 2.20% (or 2.45% if we no
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longer maintain an investment grade credit rating). A hypothetical 200 basis point increase or decrease in the interest rates on the February 2019 Credit Facility could increase or decrease, as applicable, our interest expense by a maximum of $15.1 million on an annual basis (based on the amount of outstanding borrowings under the February 2019 Credit Facility as of March 31, 2022). We pay a commitment fee of (x) 0.5% per annum on undrawn amounts if the unused portion of the February 2019 Credit Facility is greater than two-thirds of total commitments or (y) 0.375% per annum on undrawn amounts if the unused portion of the February 2019 Credit Facility is equal to or less than two-thirds of total commitments.
In July 2017, the head of the U.K. Financial Conduct Authority (the “FCA”), announced that the FCA will no longer persuade or compel banks to submit rates for the calculation of LIBOR after 2021. In March 2021, the FCA confirmed that all LIBOR settings will either cease to be provided by any administrator or no longer be representative: (a) immediately after December 31, 2021, in the case of sterling, euro, Swiss franc, and Japanese yen, and the one week and two month U.S. dollar settings; and (b) immediately after June 30, 2023, in the case of the remaining U.S. dollar settings. In addition, as a result of supervisory guidance from U.S. regulators, some U.S. regulated entities ceased to enter into new LIBOR contracts after January 1, 2022. At this time, no consensus exists as to what rate or rates will become accepted alternatives to LIBOR, although the Alternative Reference Rates Committee, a steering committee convened by the Board of Governors of the Federal Reserve System and the Federal Reserve Bank of New York and comprised of large U.S. financial institutions, has recommended the use of SOFR. There are many uncertainties regarding a transition from LIBOR to SOFR or any other alternative benchmark rate that may be established, including, but not limited to, the timing of any such transition, the need to amend all contracts with LIBOR as the referenced rate and, given the inherent differences between LIBOR and SOFR or any other alternative benchmark rate, how any transition may impact the cost and performance of impacted securities, variable rate debt and derivative financial instruments. In addition, SOFR or another alternative benchmark rate may fail to gain market acceptance, which could adversely affect the return on, value of and market for securities, variable rate debt and derivative financial instruments linked to such rates. The effects of a transition from LIBOR to SOFR or any other alternative benchmark rate on our cost of capital and net investment income cannot yet be determined definitively. All of our loan agreements with our portfolio companies include fallback language in the event that LIBOR becomes unavailable. This language generally either includes a clearly defined alternative reference rate after LIBOR’s discontinuation or provides that the administrative agent may identify a replacement reference rate, typically with the consent of (or prior consultation with) the borrower. In certain cases, the administrative agent will be required to obtain the consent of either a majority of the lenders under the facility, or the consent of each lender, prior to identifying a replacement reference rate. In addition, any further changes or reforms to the determination or supervision of LIBOR may result in a sudden or prolonged increase or decrease in reported LIBOR, which could have an adverse impact on the market value for or value of any LIBOR-linked securities, loans, and other financial obligations or extensions of credit held by or due to us and could have a material adverse effect on our business, financial condition and results of operations.
Because we have previously borrowed, and plan to borrow in the future, money to make investments, our net investment income will be dependent upon the difference between the rate at which we borrow funds and the rate at which we invest the funds borrowed. Accordingly, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income. In periods of rising interest rates, our cost of funds would increase, which could reduce our net investment income if there is not a corresponding increase in interest income generated by our investment portfolio.
We may also have exposure to foreign currencies related to certain investments. Such investments are translated into U.S. dollars based on the spot rate at the relevant balance sheet date, exposing us to movements in the exchange rate. In order to reduce our exposure to fluctuations in exchange rates, we generally borrow in local foreign currencies under the February 2019 Credit Facility to finance such investments. As of March 31, 2022, we had borrowings denominated in Swedish kronas of 12.8kr million ($1.4 million U.S. dollars) with an interest rate of 2.000%, borrowings denominated in British pounds sterling of £77.6 million ($102.1 million U.S. dollars) with an interest rate of 2.477%, borrowings denominated in Australian dollars of A$36.6 million ($27.5 million U.S. dollars) with an interest rate of 2.250% and borrowings denominated in Euros of €138.6 million ($154.2 million U.S. dollars) with an interest rate of 2.000%.
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Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on the evaluation of these disclosure controls and procedures, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of March 31, 2022. It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Because of these and other inherent limitations of control systems, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting during the first quarter of 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II – OTHER INFORMATION
Item 1. Legal Proceedings.
Neither we, the Adviser, nor our subsidiaries are currently subject to any material pending legal proceedings, other than ordinary routine litigation incidental to our respective businesses. We, the Adviser, and our subsidiaries may from time to time, however, be involved in litigation arising out of operations in the normal course of business or otherwise, including in connection with strategic transactions. Furthermore, third parties may seek to impose liability on us in connection with the activities of our portfolio companies. While the outcome of any current legal proceedings cannot at this time be predicted with certainty, we do not expect any current matters will materially affect our financial condition or results of operations; however, there can be no assurance whether any pending legal proceedings will have a material adverse effect on our financial condition or results of operations in any future reporting period.
Item 1A. Risk Factors.
You should carefully consider the risks described in Item 1A entitled "Risk Factors" in Part 1 of our Annual Report on Form 10-K for the year ended December 31, 2021, which was filed with the SEC on February 23, 2022, and all other information contained in this Quarterly Report on Form 10-Q, including our interim financial statements and the related notes thereto, before making a decision to purchase our securities. The risks and uncertainties referenced herein and in our most recent Annual Report on Form 10-K are not the only ones facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may have a material adverse effect on our business, financial condition and/or operating results, as well as the market price of our securities.
There have been no material changes during the three months ended March 31, 2022 to the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2021. If any of such risks actually occur, our business, financial condition or results of operations could be materially adversely affected. If that happens, the market price of our securities could decline, and you may lose all or part of your investment.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Sales of Unregistered Securities
None.
Issuer Purchases of Equity Securities
During the three months ended March 31, 2022, in connection with our DRIP for our common stockholders, we directed the plan administrator to purchase 56,521 shares of our common stock for an aggregate of $607,552 in the open market in order to satisfy our obligations to deliver shares of common stock to our stockholders with respect to our dividend declared on February 1, 2022.
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In connection with the closing of the MVC Acquisition on December 23, 2020, we committed to make open-market purchases of shares of our common stock in an aggregate amount of up to $15.0 million at then-current market prices at any time shares trade below 90% of our then most recently disclosed NAV per share. Any repurchases pursuant to the authorized program will occur during the 12-month period that commenced upon the filing of our quarterly report on Form 10-Q for the quarter ended March 31, 2021, which occurred on May 6, 2021, and will be made in accordance with applicable legal, contractual and regulatory requirements. During the three months ended March 31, 2022, we repurchased a total of 207,677 shares of our common stock in the open market under the authorized program at an average price of $10.14 per share, including broker commissions.
The following chart summarizes repurchases of our common stock for the three months ended March 31, 2022:
Period Total number of shares purchased Average price paid per share Total number of
shares purchased
as part of publicly
announced plans
or programs		 Approximate dollar value of shares that
may yet be
purchased under the plans or programs
January 1 through January 31, 2022 —  $ —  —  $ — 
February 1 through February 28, 2022 —  $ —  —  $ — 
March 1 through March 31, 2022 264,198  (1) $ 10.27  207,677  $ 12,867  (2)
(1)     Includes 56,521 shares purchased in the open market pursuant to the terms of our dividend reinvestment plan.
(2)    In thousands. Program terminates May 6, 2022. Commencing on April 1, 2022, the Company will implement an open-market share repurchase program it committed to launch in connection with the completion of the acquisition of Sierra. Pursuant to the program, we will make open-market purchases of shares of our common stock in an aggregate amount of up to $30.0 million at then-current market prices at any time shares trade below 90% of our then most recently disclosed NAV per share. Any repurchases pursuant to the authorized program will occur during the 12-month period commencing on April 1, 2022 and are expected to be made in accordance with a Rule 10b5-1 purchase plan that qualifies for the safe harbors provided by Rules 10b5-1 and 10b-18 under the Exchange Act, as well as subject to compliance with our covenant and regulatory requirements. Subsequent to period-end, through May 5, 2022, we repurchased an additional 23,300 shares of our common stock pursuant to the share repurchase plans at an average price of $10.12 per share, including broker commissions.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
Not Applicable.

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Item 6. Exhibits.
Number Exhibit
3.1
3.2
3.3
3.4
10.1
10.2
10.3
10.4
31.1
31.2
32.1
32.2
*    Exhibits and schedules to this Exhibit have been omitted in accordance with Item 601 of Regulation S-K. The registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon its request.
**    Filed Herewith.
***    Furnished Herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
BARINGS BDC, INC.
Date: May 5, 2022 /s/    Eric Lloyd
Eric Lloyd
Chief Executive Officer
(Principal Executive Officer)
Date: May 5, 2022 /s/    Jonathan Bock
Jonathan Bock
Chief Financial Officer
(Principal Financial Officer)
Date: May 5, 2022 /s/    Elizabeth A. Murray
Elizabeth A. Murray
Principal Accounting Officer
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