Item 1.01. Entry into a Material Definitive Agreement.
On February 25, 2021, Barings BDC, Inc. (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 are
expected to be delivered and paid for on or about February 26, 2021. The Company
intends to use the net proceeds from the offering of the February Notes for
general corporate purposes, including to make investments and make distributions
permitted by the February 2021 NPA.
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 will be 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 2021 NPA contains certain representations and warranties, and
various covenants and reporting requirements customary for agreements of this
type, including, without limitation, information reporting, maintenance of the
Company's status as a BDC within the meaning of the Investment Company Act of
1940, as amended (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.
The Company's obligations under the February 2021 NPA will be guaranteed by
certain of the Company's subsidiaries, and will be general unsecured obligations
that rank pari passu with all outstanding and future unsecured unsubordinated
indebtedness issued by the Company.
The February Notes were offered in reliance on Section 4(a)(2) of the Securities
Act of 1933, as amended (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.
The description above is only a summary of the material provisions of the
February 2021 NPA and is qualified in its entirety by reference to the copy of
the February 2021 NPA which is filed as Exhibit 10.1 to this Current Report on
Form 8-K and is incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information in this Current Report on Form 8-K set forth under Item 1.01 is
incorporated by reference into this Item 2.03.

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Item 9.01. Financial Statements and Exhibits.
Exhibit
No.                    Description
10.1*                    Note Purchase Agreement by and between the Company and the     purchase    rs
                         part    y     thereto, dated     February     25    , 202    1


*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.

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