Barings BDC, Inc. Files 2023 Annual Report on Form 10-K

TL;DR

<b>Barings BDC, Inc. has submitted its 2023 annual 10-K filing, detailing its financial performance and corporate information.</b>

AI Summary

Barings BDC, Inc. (BBDC) filed a Annual Report (10-K) with the SEC on February 22, 2024. Barings BDC, Inc. filed its annual report for the fiscal year ending December 31, 2023. The company's principal executive offices are located at 300 South Tryon Street, Suite 2500, Charlotte, NC 28202. The filing is a Form 10-K, indicating a comprehensive overview of the company's financial performance and condition. Barings BDC, Inc. was formerly known as Triangle Capital Corp, with a name change effective November 1, 2006. The report covers the fiscal year 2023, with the filing date as February 22, 2024.

Why It Matters

For investors and stakeholders tracking Barings BDC, Inc., this filing contains several important signals. This 10-K filing provides investors with a detailed look at Barings BDC's financial health, investment portfolio, and strategic direction for the past fiscal year. Understanding the information within this report is crucial for current and potential investors to assess the company's performance, risks, and future prospects in the business development company sector.

Risk Assessment

Risk Level: medium — Barings BDC, Inc. shows moderate risk based on this filing. The filing is a standard annual report (10-K), which inherently contains a broad range of financial and operational information, necessitating a thorough review to identify specific risks.

Analyst Insight

Review the detailed financial statements and risk factors within the 10-K to assess the company's investment strategy and potential impacts of market conditions.

Key Numbers

• 20231231 — Fiscal Year End (Conformed period of report)
• 20240222 — Filing Date (Filed as of date)
• 10-K — Form Type (Filing type)
• 20061101 — Date of Name Change (Former company name change date)

Key Players & Entities

• Barings BDC, Inc. (company) — Filer name
• Triangle Capital Corp (company) — Former company name
• 300 South Tryon Street, Suite 2500, Charlotte, NC 28202 (company) — Business address
• NC (company) — State of incorporation
• 0001379785 (company) — Central Index Key
• 061798488 (company) — IRS Number

FAQ

Industry Context

Barings BDC, Inc. operates as a business development company (BDC), which typically invests in debt and equity of middle-market companies. The 10-K provides insights into its specific investment strategies and portfolio composition.

Regulatory Implications

As a BDC, Barings BDC, Inc. is subject to regulations under the Investment Company Act of 1940 and specific SEC reporting requirements, including the filing of this Form 10-K.

What Investors Should Do

1. Analyze the 'Consolidated Statements of Operations' for revenue and expense trends.
2. Examine the 'Consolidated Balance Sheets' for asset, liability, and equity positions.
3. Review the 'Risk Factors' section for potential challenges and uncertainties.

Key Dates

• 2023-12-31: Fiscal Year End — Marks the end of the reporting period for the 10-K.
• 2024-02-22: Filing Date — Date the 10-K was officially filed with the SEC.

Year-Over-Year Comparison

This is the initial 10-K filing for the period ending December 31, 2023, following the company's transition from its former name, Triangle Capital Corp.

Key Financial Figures

• $0.001 — ich Registered Common Stock, par value $0.001 per share BBDC The New York Stock Excha
• $7.84 — ed on the closing price on that date of $7.84 on the New York Stock Exchange, was $ 7
• $981.2 million — o the Asset Buyer for gross proceeds of $981.2 million in cash, subject to certain adjustments
• $85.0 m — xchange for (1) a payment by Barings of $85.0 million, or approximately $1.78 per share
• $1.78 — ings of $85.0 million, or approximately $1.78 per share, directly to our stockholders
• $100.0 million — olders, (2) an investment by Barings of $100.0 million in newly issued shares of our common st
• $50.0 million — mmitment from Barings to purchase up to $50.0 million of shares of our common stock in the op
• $23.0 million — it support to us in the amount of up to $23.0 million relating to the net cumulative realized
• $0 — rom Barings, without interest, equal to $0.9783641, and (ii) 0.44973 shares of our
• $301.1 billion — to us. Barings GPFG is part of Barings' $301.1 billion Global Fixed Income Platform (as of Dec
• $10.0 million — on, as adjusted ("Adjusted EBITDA"), of $10.0 million to $75.0 million. Providing One-Stop C
• $75.0 million — "Adjusted EBITDA"), of $10.0 million to $75.0 million. Providing One-Stop Customized Financi
• $200 million — ate larger hold positions (in excess of $200 million) in a given transaction is a differenti

Filing Documents

• bbdc-20231231.htm (10-K) — 18035KB
• ex211listofsubsidiaries202.htm (EX-21.1) — 2KB
• ex231consentofkpmgllp.htm (EX-23.1) — 2KB
• ex311bbdc-12312023.htm (EX-31.1) — 10KB
• ex312bbdc-12312023.htm (EX-31.2) — 10KB
• ex321bbdc-12312023.htm (EX-32.1) — 4KB
• ex322bbdc-12312023.htm (EX-32.2) — 4KB
• ex997bbdcclawbackpolicy.htm (EX-99.7) — 35KB
• bbdc-20231231_g1.jpg (GRAPHIC) — 69KB
• bbdc-20231231_g2.jpg (GRAPHIC) — 175KB
• 0001379785-24-000015.txt (&nbsp;) — 64209KB
• bbdc-20231231.xsd (EX-101.SCH) — 210KB
• bbdc-20231231_cal.xml (EX-101.CAL) — 65KB
• bbdc-20231231_def.xml (EX-101.DEF) — 1193KB
• bbdc-20231231_lab.xml (EX-101.LAB) — 1627KB
• bbdc-20231231_pre.xml (EX-101.PRE) — 1072KB
• bbdc-20231231_htm.xml (XML) — 13374KB

Risk Factors

Item 1A. Risk Factors 33

Unresolved Staff Comments

Item 1B. Unresolved Staff Comments 67

Cybersecurity

Item 1C. Cybersecurity 67

Properties

Item 2. Properties 69

Legal Proceedings

Item 3. Legal Proceedings 69

Mine Safety Disclosures

Item 4. Mine Safety Disclosures 69 PART II

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 70

[ Reserved ]

Item 6. [ Reserved ] 77

Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 77

Quantitative and Qualitative Disclosures about Market Risk

Item 7A. Quantitative and Qualitative Disclosures about Market Risk 102

Financial Statements and Supplementary Data

Item 8. Financial Statements and Supplementary Data 102

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 103

Controls and Procedures

Item 9A. Controls and Procedures 103

Other Information

Item 9B. Other Information 104

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 107 PART III

Directors, Executive Officers and Corporate Governance

Item 10. Directors, Executive Officers and Corporate Governance 108

Executive Compensation

Item 11. Executive Compensation 108

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 108

Certain Relationships and Related Transactions, and Director Independence

Item 13. Certain Relationships and Related Transactions, and Director Independence 108

Principal Accountant Fees and Services

Item 14. Principal Accountant Fees and Services 108 PART IV

Exhibits and Financial Statement Schedules

Item 15. Exhibits and Financial Statement Schedules 109

Signatures

Signatures 114 Exhibits 2

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS Some of the statements in this Annual Report on Form 10-K 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 Annual Report on Form 10-K 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 in Item 1A entitled "Risk Factors" in Part I of this Annual Report on Form 10-K and in Item 1A entitled "Risk Factors" in Part II of our subsequently filed Quarterly Reports on Form 10-Q or in other reports we may file with the Securities and Exchange Commission ("SEC") from time to time. 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, including the risks of a slowing economy, rising inflation and risk of recession and volatilit

Business

Item 1. Business. Organization We are a Maryland corporation incorporated on October 10, 2006. We currently operate as a closed-end, non-diversified investment company and have elected to be treated as a business development company ("BDC") under the Investment Company Act of 1940, as amended (the "1940 Act"). We have elected and intend to qualify annually 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"). Our headquarters are in Charlotte, North Carolina, and our Internet address is www.baringsbdc.com. We are not including the information contained on our website as a part of, or incorporating it by reference into, this Annual Report on Form 10-K. We make available free of charge through our website our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and any amendments to these reports, as soon as reasonably practicable after we electronically file such material with, or furnish such material to, the Securities and Exchange Commission (the "SEC"). Copies of this Annual Report on Form 10-K and other reports are also available without charge upon written request to us. The Asset Sale and Externalization Transactions In April 2018, we entered into an asset purchase agreement (the "Asset Purchase Agreement"), with BSP Asset Acquisition I, LLC (the "Asset Buyer"), an affiliate of Benefit Street Partners L.L.C., pursuant to which we agreed to sell our December 31, 2017 investment portfolio to the Asset Buyer for gross proceeds of $981.2 million in cash, subject to certain adjustments to take into account portfolio activity and other matters occurring since December 31, 2017 (such transaction referred to herein as the "Asset Sale Transaction"). Also in April 2018, we entered into a stock purchase and transaction agreement (the "Externalization Agreement"), with Barings LLC ("Barings" or the "Adviser") through which Barings a

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View this 10-K filing on SEC EDGAR