¨ | Preliminary Proxy Statement |
¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
ý | Definitive Proxy Statement |
¨ | Definitive Additional Materials |
¨ | Soliciting Material Pursuant to Section 240.14a-12 |
(Name of Registrant as Specified in its Charter) | ||||
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Payment of Filing Fee (Check the appropriate box): | ||||
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¨ | Fee paid previously with preliminary materials. | |||
¨ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
Sincerely yours, |
Eric Lloyd |
Chief Executive Officer |
& Executive Chairman |
By order of the Board of Directors, |
Alexandra Pacini |
Secretary, Barings BDC, Inc. |
Name, Address and Age(1) | Position(s) Held with Company | Term and Length of Time Served | Principal Occupations During Past 5 Years | Number of Portfolios Overseen in Fund Complex (2) | Other Directorships of Public or Registered Investment Companies Held by Director or Nominee for Director During Past 5 Years |
Interested Director | |||||
David Mihalick(3) (51) | Director | Class III Director; Term expires 2024; Director since November 2020 | Head of Private Assets (since 2021), Head of U.S. Public Fixed Income and Member of Global Investment Grade Allocation Committee (2019-2021), Head of U.S. High Yield and Member of Global High Yield Allocation Committee (2017-2021), Barings LLC (global asset manager). | 5 | Director (since March 2021), BCIC; Trustee (since 2020), Barings Global Short Duration High Yield Fund (closed-end investment company advised by Barings); Trustee (since 2022), Barings Corporate Investors (a closed-end fund advised by Barings); Trustee (since 2022), Barings Participation Investors (a closed-end fund advised by Barings); Trustee (2020-2021), Barings Funds Trust (open-end investment company advised by Barings until 2021. |
Non-Interested Directors | |||||
Thomas W. Okel (61) | Director | Class III Director; Term expires 2024; Director since August 2018 | Executive Director (2011 - 2019), Catawba Lands Conservancy. | 4 | Director (since 2021), BPCC; Director (since 2020), BCIC; Trustee (since 2012), Barings Global Short Duration High Yield Fund (closed-end investment company advised by Barings); Trustee (since 2015), Horizon Funds (mutual fund complex); Trustee (2013-2021), Barings Funds Trust (open-end investment company advised by Barings until 2021); Trustee (2022-2024), Barings Private Equity Opportunities and Commitments Fund (a non-diversified, closed-end management investment company advised by Barings until February 2024). |
Jill Olmstead (60) | Director | Class III Director; Term expires 2024; Director since August 2018 | Chief Human Resources Officer, (since 2018), LendingTree, Inc.; Founding Partner (2010-2018), Spivey & Olmstead, LLC (talent and leadership consulting firm). | 4 | Director (since 2021), BPCC; Trustee (since Aug. 2021), Barings Global Short Duration High Yield Fund (closed-end investment company advised by Barings); Director (since 2020), BCIC; Trustee (2022-2024), Barings Private Equity Opportunities and Commitments Fund (a non- diversified, closed-end management investment company advised by Barings until February 2024). |
Name, Address and Age(1) | Position(s) Held with Company | Term and Length of Time Served | Principal Occupations During Past 5 Years | Number of Portfolios Overseen in Fund Complex (2) | Other Directorships of Public or Registered Investment Companies Held by Director or Nominee for Director During Past 5 Years |
Interested Director | |||||
Eric Lloyd(3) (55) | Chief Executive Officer and Executive Chairman of the Board of Directors | Class I Director; Term Expires 2025; Director since August 2018 | President (since 2021), Global Head of Private Assets (2020-2021), Deputy Head of Global Markets & Head of Private Fixed Income (2019-2020), Head of Global Private Finance (2013-2019), Barings LLC (global asset manager). | 3 | Director (since 2020), Chairman (since 2021), BCIC; Director (Chairman) (since 2021), BPCC. |
Non-Interested Directors | |||||
Mark F. Mulhern (64) | Director | Class I Director; Term Expires 2025; Director since October 2016 (Triangle Capital) | Executive Vice President and Chief Financial Officer (2014 - 2022), Highwood Properties, Inc. (publicly traded real estate investment trust). | 4 | Director (since 2021), BPCC; Trustee (since 2021), Barings Global Short Duration High Yield Fund (closed-end investment company advised by Barings); Director (since 2020), Intercontinental Exchange (NYSE: ICE); Director (since 2020), ICE Mortgage Technology; Director (since 2020), BCIC; Director (since 2015), McKim and Creed (engineering service firm); Director and Audit Committee member (2012-2014), Highwood Properties (real estate investment trust); Director (2015-2017), Azure MLP (midstream oil and gas); Trustee (2022-2024), Barings Private Equity Opportunities and Commitments Fund (a non-diversified, closed-end management investment company advised by Barings until February 2024). |
Robert Knapp (58) | Director | Class I Director; Term Expires 2025; Director since December 2020 | Chief Investment Officer (since 2007), Ironsides Partners LLC (investment management firm). | 1 | Director (since 2007), Africa Opportunity Fund Ltd.; Director (since 2010), Pacific Alliance Asia Opportunity Fund and Pacific Alliance Group Asset Management Ltd.; Director (since 2010), Sea Education Association; Director (since 2015), Lamington Road DAC (successor to Emergent Capital Inc.); Director (since 2018), Okeanis Eco Tankers Corp.; Director (2017-2023), Children's School of Science; Director (2016-2022), Mass Eye & Ear; Director (2003-2020), MVC Capital; Director (2012-2019), Castle Private Equity; Director (2017-2018), MPC Container Ships. |
Name, Address and Age(1) | Position(s) Held with Company | Term and Length of Time Served | Principal Occupations During Past 5 Years | Number of Portfolios Overseen in Fund Complex (2) | Other Directorships of Public or Registered Investment Companies Held by Director or Nominee for Director During Past 5 Years |
Non-Interested Directors | |||||
Steve Byers (70) | Director | Class II Director; Term expires 2026; Director since February 2022 | Independent Consultant (since 2014). | 1 | Director (since 2011), Chairman (since 2016) Deutsche Bank DBX ETF Trust; Trustee (since 2016), The Arbitrage Funds Trust; Director (2012-2022), Chairman (2012-2022), Sierra Income Corporation. |
Valerie Lancaster- Beal (69) | Director | Class II Director; Term expires 2026; Director since February 2022 | President and Chief Executive Officer (since 2014), VLB Associates, LLC (management consulting firm providing financial and operational advisory services); Chief Financial Officer (2015-2021), Odyssey Media (marketing and communications company). | 1 | Director (2012-2022), Sierra Income Corporation; Director (since 2012), KIPP NYC; Trustee (2000-2014), City University of New York; Board Member (2006 - 2010), Georgetown University Board of Regents. |
John A. Switzer (67) | Director | Class II Director; Term expires 2026; Director since August 2018 | Director, Weisiger Group (formerly Carolina Tractor and Equipment Company (CTE)) (since 2017). | 2 | Director (since March 2021), BCIC; Director and Audit Committee member (since 2019), HomeTrust Bancshares, Inc. |
Name | Fees Earned or Paid in Cash | All Other Compensation(1) | Total | |||
Mark Mulhern ........................................................... | $130,000 | $— | $130,000 | |||
John A. Switzer ......................................................... | $120,000 | $— | $120,000 | |||
Thomas W. Okel ....................................................... | $130,000 | $— | $130,000 | |||
Jill Olmstead ............................................................. | $120,000 | $— | $120,000 | |||
Robert Knapp ............................................................ | $120,000 | $— | $120,000 | |||
Steve Byers ............................................................... | $120,000 | $— | $120,000 | |||
Valerie Lancaster-Beal .............................................. | $120,000 | $— | $120,000 |
Name of Beneficial Owner | Number of Shares Beneficially Owned(1) | Percentage of Class(2) | Dollar Range of Equity Securities Beneficially Owned(3) | |||||
Directors and Executive Officers: | ||||||||
Interested Directors | ||||||||
Eric Lloyd ................................................................... | 36,010 | * | over $100,000 | |||||
David Mihalick ........................................................... | 20,000 | * | over $100,000 | |||||
Non-Interested Directors | ||||||||
Mark F. Mulhern ........................................................ | 14,855 | * | over $100,000 | |||||
Thomas W. Okel ........................................................ | 20,037 | * | over $100,000 | |||||
Jill Olmstead ............................................................... | 4,000 | * | $10,001 - $50,000 | |||||
John A. Switzer .......................................................... | 6,000 | * | $50,001 - $100,000 | |||||
Robert Knapp | 361,034 | * | over $100,000 | |||||
Steve Byers | 21,648 | * | over $100,000 | |||||
Valerie Lancaster-Beal | — | * | None | |||||
Executive Officers Who Are Not Directors | ||||||||
Matthew Freund ......................................................... | 12,130 | * | over $100,000 | |||||
Elizabeth Murray ........................................................ | 17,383 | * | over $100,000 | |||||
Ashlee Steinnerd ........................................................ | — | * | None | |||||
All directors and executive officers as a group (12 persons) ...................................................................... | 513,097 | * | over $100,000 | |||||
Five-Percent Stockholders: ...................................... | ||||||||
Barings LLC ............................................................... | 13,639,681 | 12.9% | over $100,000 |
Fiscal Year Ended December 31, 2023 | Fiscal Year Ended December 31, 2022 | ||||
Audit Fees ................................ | $1,378,403 | $1,292,758 | |||
Audit Related Fees ................... | — | 1,210,652 | (1) | ||
Tax Fees ................................... | 272,100 | 138,950 | |||
Other Fees ................................ | — | — | |||
TOTAL FEES ......................... | $1,650,503 | $2,642,360 |
THE AUDIT COMMITTEE1 |
Mark F. Mulhern, Chair |
Thomas W. Okel |
Robert Knapp |
Jill Olmstead |
John A. Switzer |
Steve Byers |
Valerie Lancaster-Beal |
Net Asset Value | Closing Sales Price | Premium (Discount) of High Closing Sales Price to Net Asset Value | Premium (Discount) of Low Closing Sales Price to Net Asset Value | |||||||
High | Low | |||||||||
Year ended December 31, 2021 | ||||||||||
First Quarter ............................................. | $11.14 | $ | $ | ( | ( | |||||
Second Quarter .......................................... | $11.39 | $ | $ | ( | ( | |||||
Third Quarter ............................................. | $11.40 | $ | $ | ( | ( | |||||
Fourth Quarter | $11.36 | $ | $ | ( | ||||||
Year ended December 31, 2022 | ||||||||||
First Quarter .............................................. | $11.86 | $ | $ | ( | ( | |||||
Second Quarter .......................................... | $11.41 | $ | $ | ( | ( | |||||
Third Quarter ............................................. | $11.28 | $ | $ | ( | ( | |||||
Fourth Quarter | $11.05 | $ | $ | ( | ( | |||||
Year ended December 31, 2023 | ||||||||||
First Quarter .............................................. | $11.17 | $ | $ | ( | ( | |||||
Second Quarter .......................................... | $11.34 | $ | $ | ( | ( | |||||
Third Quarter ............................................. | $11.25 | $ | $ | ( | ( | |||||
Fourth Quarter ........................................... | $11.28 | $ | $ | ( | ( | |||||
Year ending December 31, 2024 | ||||||||||
First Quarter (through March 8, 2024) ...... | * | $ | $ | * | * |
Example 1 5% Offering at 5% Discount | Example 2 10% Offering at 10% Discount | Example 3 20% Offering at 20% Discount | Example 4 25% Offering at 100% Discount | |||||||||||||||
Prior to Sale Below NAV | Following Sale | % Change | Following Sale | % Change | Following Sale | % Change | Following Sale | % Change | ||||||||||
Offering Price | ||||||||||||||||||
Price per Share to Public ........................... | — | $10.00 | — | $9.47 | — | $8.42 | — | $0.01 | — | |||||||||
Net Proceeds per Share to Issuer ....................... | — | $9.50 | — | $9.00 | — | $8.00 | — | $0.01 | — | |||||||||
Decrease to NAV | ||||||||||||||||||
Total Shares Outstanding ................. | 1,000,000 | 1,050,000 | 5.00% | 1,100,000 | 10.00% | 1,200,000 | 20.00% | 1,250,000 | 25.00% | |||||||||
NAV per Share ............ | $10.00 | $9.98 | (0.24)% | $9.91 | (0.91)% | $9.67 | (3.33)% | $8.00 | (19.98)% | |||||||||
Dilution to Stockholder | ||||||||||||||||||
Shares Held by Stockholder A .............. | 10,000 | 10,000 | — | 10,000 | — | 10,000 | — | 10,000 | — | |||||||||
Percentage Held by Stockholder A .............. | 1.0% | 0.95% | (4.76)% | 0.91% | (9.09)% | 0.83% | (16.67)% | 0.80% | (20.00)% | |||||||||
Total Asset Values | ||||||||||||||||||
Total NAV Held by Stockholder A .............. | $100,000 | $99,762 | (0.24)% | $99,091 | (0.91)% | $96,667 | (3.33)% | $80,020 | (19.98)% | |||||||||
Total Investment by Stockholder A (Assumed to Be $10.00 per Share) ........ | $100,000 | $100,000 | — | $100,000 | — | $100,000 | — | $100,000 | — | |||||||||
Total Dilution to Stockholder A (Total NAV Less Total Investment) .................. | — | $(238) | — | $(909) | — | $(3,333) | — | $(19,980) | — | |||||||||
Per Share Amounts | ||||||||||||||||||
NAV per Share Held by Stockholder A ......... | — | $9.98 | — | $9.91 | — | $9.67 | — | $8.00 | — | |||||||||
Investment per Share Held by Stockholder A (Assumed to be $10.00 per Share on Shares Held Prior to Sale) ....... | $10.00 | $10.00 | — | $10.00 | — | $10.00 | — | $10.00 | — | |||||||||
Dilution per Share Held by Stockholder A (NAV per Share Less Investment per Share) .. | — | $(0.02) | — | $(0.09) | — | $(0.33) | — | $(2.00) | — | |||||||||
Percentage Dilution to Stockholder A (Dilution per Share Divided by Investment per Share) .................... | — | — | (0.24)% | — | (0.91)% | — | (3.33)% | — | (19.98)% |