BARINGS BDC, INC.

(BBDC)
  Report
Delayed Nyse  -  05/13 04:00:02 pm EDT
10.16 USD   +0.69%
05/09Wells Fargo Trims Barings BDC's Price Target to $12 From $12.50, Maintains Overweight Rating
MT
05/06TRANSCRIPT : Barings BDC, Inc., Q1 2022 Earnings Call, May 06, 2022
CI
05/05BARINGS BDC : Q1 Earnings Snapshot
AQ
SummaryQuotesChartsNewsRatingsCalendarCompanyFinancialsConsensusRevisions 
SummaryMost relevantAll NewsAnalyst Reco.Other languagesPress ReleasesOfficial PublicationsSector news

BARINGS BDC, INC. : Regulation FD Disclosure (form 8-K)

11/18/2021 | 08:54am EDT

Item 7.01. Regulation FD Disclosure.




On November 18, 2021, Barings BDC, Inc. (the "Company", "Barings" or "BBDC")
issued the updated information set forth in the "Capitalization" table below
regarding the actual capitalization of the Company and Sierra Income Corporation
("Sierra") as of September 30, 2021 and the Company's pro forma capitalization
as of September 30, 2021 adjusted to give effect to its proposed acquisition of
Sierra (the "Sierra Acquisition").

                                 CAPITALIZATION

The following table sets forth the Company's and Sierra's cash and capitalization as of September 30, 2021:

(1) on an actual basis; and

(2) on an as adjusted basis giving effect to the Sierra Acquisition, as described

in the footnotes to the "Capitalization" table below.




Investors should read this table together with the "Management's Discussion and
Analysis of Financial Condition and Results of Operations" of the Company and
Sierra and the consolidated financial statements and related notes thereto
included in the Company's and Sierra's Quarterly Report on Form 10-Q for the
quarter ended September 30, 2021.

Dollar amounts are presented in thousands, except share data.


                                                             As of 

September 30, 2021 (Unaudited)

                                                                                              Pro forma for
                                                                                               the Sierra
                                                   Barings Actual         Sierra Actual        Acquisition
Assets:
Investments at fair value
Non-Control / Non-Affiliate investments
(Barings cost of $1,346,611 at September 30,
2021)                                             $       1,355,088      $       423,154     $     1,765,548 (1)
Affiliate investments (Barings cost of $211,274
at September 30, 2021)                                      223,000               18,843             241,278 (1)
Control investments (Barings cost of $25,826 at
September 30, 2021)                                          24,395              102,271             123,597 (1)
Short-term investments (Barings cost of $50,000
at September 30, 2021)                                       50,000                    -              50,000
Total investments at fair value                           1,652,483              544,268           2,180,423 (1)
Cash (Barings restricted cash of $0 at
September 30, 2021)                                          30,248               74,931              11,079 (2)
Foreign currencies (Barings cost of $11,311 at
September 30, 2021)                                          11,137                    -              11,137
Interest and fees receivable                                 24,997                4,321              29,318
Prepaid expenses and other assets                             1,786                2,754               4,540
Credit support agreement (Barings cost of
$13,600 at September 30, 2021)                               14,300                    -              64,300 (3)
Deferred financing fees                                       3,145                    -               3,145
Receivable from unsettled transactions                       61,438                9,240              70,678

Total assets                                      $       1,799,534      $       635,514     $     2,374,620

Liabilities:
Accounts payable and accrued liabilities                      2,711                5,084               7,795
Interest payable                                              4,318                  217               4,535
Administrative fees payable                                     750                  442               1,192
Base management fees payable                                  5,274                2,780               8,054
Incentive management fees payable                             4,443                    -               4,443
Derivative liabilities                                          229                    -                 229
Payable from unsettled transactions                              59                    -                  59
Borrowings under credit facilities                          662,664               79,000             662,664 (2)
Notes payable (net of deferred financing fees)              374,265                    -             374,265
Deferred tax liability                                            -                3,017               3,017
Taxes payable                                                     -                  933                 933

Total liabilities                                 $       1,054,712      $        91,473     $     1,067,186

Net Assets
Common stock Outstanding as of September 30,
2021, (Barings common stock $0.001 par value
per share, 150,000,000 shares authorized and
65,316,085 shares issued and outstanding)
(Sierra common stock $0.001**)                                   65                  102                 167 (4)
Additional paid-in capital                                1,027,707              848,736           1,876,443
Total distributable earnings (loss)                        (282,951 )           (304,796 )          (569,175 )
Total net assets                                            744,822              544,042           1,307,434
Net asset value per share                         $           11.40      $          5.32     $         11.75


--------------------------------------------------------------------------------

(1) Includes estimated reduction in fair value of investments of (a) approximately $12.69 million of Sierra's Non-Control/Non-Affiliated investments, (b) approximately $0.56 million of Sierra's Affiliate Investments and (c) approximately $3.07 million of Sierra's Control investments.


(2) Assumes all Sierra cash is used to repay the Existing Sierra Loan Agreement
(as defined under "Description of the Merger Agreement-Additional
Covenants-Repayment of Existing Sierra Loan Agreement" in the Form N-14
registration statement filed by the Company with the SEC on October 29, 2021
(the "Sierra Merger N-14") and a portion of our cash is used to pay the
remainder of the Existing Sierra Loan Agreement and the associated transaction
expenses of approximately $6.0 million for us and approximately $9.1 million for
Sierra. Does not include any adjustment for the Cash Consideration (as defined
in the Sierra Merger N-14) as the Cash Consideration is being paid by the
Company' investment adviser and not the Company.

(3) Estimated initial value of the Credit Support Agreement (as defined in the Sierra Merger N-14) of $50.0 million.


(4) Represents 65,316,085 shares of our common stock outstanding prior to the
Sierra First Merger (as defined in the Sierra Merger N-14) plus 45,996,985
shares of the Company's stock to be issued to Sierra stockholders in connection
with the Sierra First Merger. The number of shares of our common stock to be
issued to Sierra stockholders in the Sierra First Merger was determined by
multiplying 102,276,889.12 shares of Sierra common stock outstanding prior to
the Sierra First Merger by the exchange ratio of 0.44973.

Additional Information and Where to Find It

This communication relates to a proposed business combination involving BBDC and Sierra, along with related proposals for which stockholder approval will be sought (collectively, the "Proposals").


In connection with the proposed transaction, BBDC and Sierra will file with the
SEC and mail to their respective stockholders a definitive joint proxy statement
on Schedule 14A (the "Proxy Statement"), and BBDC will file with the SEC a
registration statement on Form N-14 which is subsequently declared effective
(the "Registration Statement") that will include the Proxy Statement and a
prospectus of BBDC. The Proxy Statement and the Registration Statement will each
contain important information about BBDC, Sierra, the proposed transaction and
related matters. STOCKHOLDERS OF EACH OF BBDC AND SIERRA ARE URGED TO READ
CAREFULLY AND IN THEIR ENTIRETY ALL RELEVANT DOCUMENTS FILED WITH THE SEC,
INCLUDING THE PROXY STATEMENT AND THE REGISTRATION STATEMENT ONCE IN FINAL FORM,
AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS THERETO, BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT BBDC, SIERRA, THE TRANSACTION AND THE PROPOSALS.
Investors and securityholders will be able to obtain the documents filed with
the SEC free of charge at the SEC's web site at http://www.sec.gov and, for
documents filed by BBDC, from the BBDC website at http://www.baringsbdc.com or
for documents filed by Sierra, from the Sierra website at
http://www.sierraincomecorp.com.

Participants in the Solicitation


BBDC and Sierra and their respective directors, executive officers and certain
other members of management and employees of Barings Advisors LLC, SIC Advisors
LLC and their respective affiliates, may be deemed to be participants in the
solicitation of proxies from the stockholders of BBDC and Sierra in connection
with the Proposals. Information about the directors and executive officers of
BBDC is set forth in its proxy statement for its 2021 annual meeting of
stockholders, which was filed with the SEC on March 26, 2021. Information about
the directors and executive officers of Sierra is set forth in its proxy
statement for its 2021 annual meeting of stockholders, which was filed with the
SEC on April 28, 2021. Information regarding the persons who may, under the
rules of the SEC, be considered participants in the solicitation of BBDC's and
Sierra's stockholders in connection with the Proposals will be contained in the
Proxy Statement and other relevant materials to be filed with the SEC when such
documents become available. Investors should read the Proxy Statement and
Registration Statement carefully and in their entirety when they become
available before making any voting or investment decisions. These documents may
be obtained free of charge from the sources indicated above.

No Offer or Solicitation


This Current Report on Form 8-K is not, and under no circumstances is it to be
construed as, a prospectus or an advertisement and the communication of this
Current Report on Form 8-K is not, and under no circumstances is it to be
construed as, an offer to sell or a solicitation of an offer to purchase any
securities in BBDC, Sierra or in any fund or other investment vehicle. No offer
of securities shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933.

Forward-Looking Statements and Important Disclosure Notice


This filing may contain certain forward-looking statements, including statements
with regard to future events or the future performance or operations of the
Company. Words such as "believes," "expects," "projects," and "future" or
similar expressions are intended to identify forward-looking statements. These
forward-looking statements are subject to the inherent uncertainties in
predicting future results and conditions. Certain factors could cause actual
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 SEC. The
Company undertakes no obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.

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.

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses

All news about BARINGS BDC, INC.
05/09Wells Fargo Trims Barings BDC's Price Target to $12 From $12.50, Maintains Overweight R..
MT
05/06TRANSCRIPT : Barings BDC, Inc., Q1 2022 Earnings Call, May 06, 2022
CI
05/05BARINGS BDC : Q1 Earnings Snapshot
AQ
05/05BARINGS BDC, INC. Management's Discussion and Analysis of Financial Condition and Resu..
AQ
05/05BARINGS BDC, INC. : Results of Operations and Financial Condition, Submission of Matters t..
AQ
05/05Barings bdc, inc. reports first quarter 2022 results and announces increased quarterly ..
PR
05/05Barings BDC, Inc. Reports Earnings Results for the First Quarter Ended March 31, 2022
CI
05/05Barings BDC, Inc. Announces Dividend for the Second Quarter of 2022, Payable on June 15..
CI
04/25Wells Fargo Trims Barings BDC's Price Target to $12.50 From $13, Overweight Rating Kept
MT
04/14Barings bdc, inc. announces conference call to discuss first quarter 2022 results
PR
More news
Analyst Recommendations on BARINGS BDC, INC.
More recommendations