Item 7.01. Regulation FD Disclosure.
On November 18, 2021, Barings BDC, Inc. (the "Company") issued a press release
to announce that it priced $350.0 million aggregate principal amount of 3.300%
unsecured notes (the "Notes") on November 18, 2021. A copy of the press release
announcing the pricing of the Notes is furnished herewith as Exhibit 99.1.
The information in Item 7.01 of this Current Report on Form 8-K, including
Exhibit 99.1 furnished herewith, is being furnished and shall not be deemed
"filed" for any purpose of Section 18 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), or otherwise subject to the liabilities of such
Section. The information in Item 7.01 of this Current Report on Form 8-K,
including Exhibit 99.1 furnished herewith, shall not be deemed to be
incorporated by reference into any filing under the Securities Act of 1933, as
amended (the "Securities Act"), or the Exchange Act, except as shall be
expressly set forth by specific reference in such filing.
Item 8.01. Other Events.
On November 18, 2021, the Company priced $350.0 million aggregate principal
amount of the Notes. The Notes were sold in private placements to persons
reasonably believed to be qualified institutional buyers pursuant 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 Notes will mature
on November 23, 2026 and may be redeemed in whole or in part at the Company's
option at any time at par plus a "make-whole" premium, if applicable. The
offering is expected to close on November 23, 2021, subject to customary closing
The Company expects to use the net proceeds of this offering to repay
indebtedness under its senior secured revolving credit facility with ING Capital
LLC, make investments in portfolio companies in accordance with its investment
objectives and for the general corporate purposes of it and its subsidiaries.
This announcement does not constitute an offer to sell or a solicitation of an
offer to buy any of the Notes, nor shall there be any offer, solicitation or
sale in any state or jurisdiction in which such an offer, solicitation or sale
would be unlawful.
The 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.
Forward-Looking Statements and Important Disclosure Notice
This announcement contains certain forward-looking statements, including
statements with regard to future events or the future performance or operations
of the Company. The forward-looking statements include statements as to the
Company's Notes offering, the expected net proceeds from the offering, and the
anticipated use of the net proceeds of the offering. Words such as "believes,"
"expects," "projects," and "future" or similar expressions are intended to
identify forward-looking statements. Investors are cautioned not to place undue
reliance on forward-looking statements, which speak only as of the date on which
they are made, which reflect management's current estimates, projections,
expectations or beliefs, and which are subject to risks and uncertainties that
may cause actual results to differ materially. These forward-looking statements
are subject to the inherent uncertainties in predicting future events, results
and conditions. Certain factors could cause actual events or results to differ
materially from those projected in these forward-looking statements, including
changes in the economy, risks associated with possible disruption in the
Company's operations or the economy generally due to pandemics, terrorism or
natural disasters, and future changes in laws or regulations and conditions in
the Company's operating area. Some of these factors are enumerated in the
filings the Company makes with the Securities and Exchange Commission from time
You should carefully review the "Risk Factors" section of the Company's most
recent annual report on Form 10-K and any updates in its quarterly reports on
Form 10-Q for a discussion of the risks and uncertainties that the Company
believes are material to its business, operating results, prospects and
financial condition. Except as otherwise required by federal securities laws,
the Company does not undertake to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise,
unless required by law.
Item 9.01. Financial Statements and Exhibits.
99.1 Press Release, dated November 18, 2021
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