BBDC / Barings BDC, Inc. - SEC फाइलिंग, वार्षिक रिपोर्ट, प्रॉक्सी स्टेटमेंट

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 814-00733 Barings BDC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2025 Barings BDC, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2025 Barings BDC, Inc. (Exact name of registrant as specified in its charter) Maryland 814-00733 06-1798488 (State or Other Jurisdiction of Incorporation) (Commission File N

BARINGS BDC, INC. REPORTS SECOND QUARTER 2025 RESULTS AND ANNOUNCES QUARTERLY CASH DIVIDEND OF $0.26 PER SHARE

Exhibit 99.1 BARINGS BDC, INC. REPORTS SECOND QUARTER 2025 RESULTS AND ANNOUNCES QUARTERLY CASH DIVIDEND OF $0.26 PER SHARE CHARLOTTE, N.C., August 7, 2025 - Barings BDC, Inc. (NYSE: BBDC) (“Barings BDC” or the “Company”) today reported its financial and operating results for the second quarter of 2025 and announced that the Company’s Board of Directors (the “Board”) declared a quarterly cash divi

BARINGS BDC, INC. REPORTS FIRST QUARTER 2025 RESULTS AND ANNOUNCES QUARTERLY CASH DIVIDEND OF $0.26 PER SHARE

Exhibit 99.1 BARINGS BDC, INC. REPORTS FIRST QUARTER 2025 RESULTS AND ANNOUNCES QUARTERLY CASH DIVIDEND OF $0.26 PER SHARE CHARLOTTE, N.C., May 8, 2025 - Barings BDC, Inc. (NYSE: BBDC) (“Barings BDC” or the “Company”) today reported its financial and operating results for the first quarter of 2025 and announced that the Company’s Board of Directors (the “Board”) declared a quarterly cash dividend

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 814-00733 Barings BD

Termination and Cancellation Agreement.**

Exhibit 10.1 TERMINATION AND CANCELLATION AGREEMENT This Termination and Cancellation Agreement (this “Agreement”) is made this 8th day of May, 2025 between Barings BDC, Inc., a Maryland corporation (“BBDC”), and Barings LLC, a Delaware limited liability company (“Barings”). Reference is made to that certain credit support agreement (the “CSA”), dated December 23, 2020, by and between Barings and

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2025 Barings BDC, Inc. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2025 Barings BDC, Inc. (Exact name of registrant as specified in its charter) Maryland 814-00733 06-1798488 (State or Other Jurisdiction of Incorporation) (Commission File Numb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☒ Definitive Additional Materials ☐ Soliciting Material Pursuant to Section 240.

DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ý Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ 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.

1900 K Street, NW Washington, DC 20006-1110 +1 202 261 3300 Main +1 202 261 3333 Fax www.dechert.com CLAY DOUGLAS [email protected] +1 202 261 3326 Direct March 11, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Investment

1900 K Street, NW Washington, DC 20006-1110 +1 202 261 3300 Main +1 202 261 3333 Fax www.

PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ý Filed by a Party other than the Registrant ¨ Check the appropriate box: ý Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Statement ¨ Definitive Additional Materials ¨ Soliciting Material Pursuant to Section 240.

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 20, 2025 Barings BDC, Inc. (Exact name of registrant as specified in its charter) Maryland 814-00733 06-1798488 (State or Other Jurisdiction of Incorporation) (Commission Fil

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 814-00733 Barings BDC, In

BARINGS BDC, INC. REPORTS FOURTH QUARTER AND FULL YEAR 2024 RESULTS, ANNOUNCES QUARTERLY CASH DIVIDEND OF $0.26 PER SHARE AND DECLARES SPECIAL DIVIDENDS TOTALING $0.15 PER SHARE

Exhibit 99.1 BARINGS BDC, INC. REPORTS FOURTH QUARTER AND FULL YEAR 2024 RESULTS, ANNOUNCES QUARTERLY CASH DIVIDEND OF $0.26 PER SHARE AND DECLARES SPECIAL DIVIDENDS TOTALING $0.15 PER SHARE CHARLOTTE, N.C., February 20, 2025 - Barings BDC, Inc. (NYSE: BBDC) (“Barings BDC” or the “Company”) today reported its financial and operating results for the fourth quarter and full year of 2024 and announce

Insider Trading Policy.*

Exhibit 19.1 5.2 Code of Ethics: Insider Trading and Reporting Requirements under Section 13 and 16 of the Securities Exchange Act of 1934 Entities: Barings Private Credit Corporation, Barings BDC, Inc., and Barings Capital Investment Corp. (each a “Company”) Compliance Policy: Securities Exchange Act of 1934 (“Policy”) Board Oversight Body: Full Board Original Date of Policy: August 2, 2018 Last

List of Subsidiaries.*

Exhibit 21.1 LIST OF SUBSIDIARIES Energy Hardware Holdings, Inc., a Delaware corporation MVC Cayman, a Cayman Island limited liability company MVC Financial Services, Inc., a Delaware corporation

Amended and Restated Senior Secured Credit Agreement, dated as of November 5, 2024, by and among, among others, Barings BDC, Inc., as borrower, the lenders party thereto, and ING Capital LLC, as administrative agent.

Exhibit 10.1 Execution Version AMENDED AND RESTATED SENIOR SECURED CREDIT AGREEMENT dated as of November 5, 2024, among BARINGS BDC, INC. as Borrower The LENDERS Party Hereto ING CAPITAL LLC as Administrative Agent ING CAPITAL LLC, JPMORGAN CHASE BANK, N.A. BANK OF MONTREAL FIFTH THIRD BANK, NATIONAL ASSOCIATION WELLS FARGO SECURITIES, LLC and SUMITOMO MITSUI BANKING CORPORATION as Joint Lead Arra

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 5, 2024 Barings BDC, Inc. (Exact name of registrant as specified in its charter) Maryland 814-00733 06-1798488 (State or Other Jurisdiction of Incorporation) (Commission Fi

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 6, 2024 Barings BDC, Inc. (Exact name of registrant as specified in its charter) Maryland 814-00733 06-1798488 (State or Other Jurisdiction of Incorporation) (Commission File

BARINGS BDC, INC. REPORTS THIRD QUARTER 2024 RESULTS AND ANNOUNCES QUARTERLY CASH DIVIDEND OF $0.26 PER SHARE

Exhibit 99.1 BARINGS BDC, INC. REPORTS THIRD QUARTER 2024 RESULTS AND ANNOUNCES QUARTERLY CASH DIVIDEND OF $0.26 PER SHARE CHARLOTTE, N.C., November 6, 2024 - Barings BDC, Inc. (NYSE: BBDC) (“Barings BDC” or the “Company”) today reported its financial and operating results for the third quarter of 2024 and announced that the Company’s Board of Directors (the “Board”) declared a quarterly cash divi

Amendment No. 5 to Senior Secured Revolving Credit Agreement, dated as July 2, 2024, by and among the Company, the subsidiary guarantors party thereto, the lenders party thereto and ING, as administrative agent.**

63541748.7 Exhibit 10.1 Execution Version AMENDMENT NO. 5 TO SENIOR SECURED REVOLVING CREDIT AGREEMENT (BENCHMARK REPLACEMENT AMENDMENT) This AMENDMENT NO. 5 (this “Amendment”) dated as of July 2, 2024, and effective as of the Amendment No. 5 Effective Date (as defined below) by and between BARINGS BDC, INC., a Maryland corporation (the “Borrower”), ING CAPITAL LLC, as administrative agent for the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 814-00733 Baring

Consent of KPMG LLP*

Exhibit (n)(1) Consent of Independent Registered Public Accounting Firm We consent to the use in this Registration Statement on Form N-2 of our report dated February 22, 2024, with respect to the consolidated financial statements of Barings BDC, Inc.

Filing Fee Table*

Exhibit (s) EX. FILING FEES Calculation of Filing Fee Tables 0 Form N-2 (Form Type) Barings BDC, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry

Opinion and Consent of Dechert LLP*

Exhibit (l) 1900 K Street NW Washington, DC 20006 +1 202 261 3300 Main +1 202 261 3333 Fax www.

As filed with the Securities and Exchange Commission on September 25, 2024

As filed with the Securities and Exchange Commission on September 25, 2024 Securities Act Registration No.

Statement of Eligibility of Trustee on Form T-1*

Exhibit (d)(4) securities and exchange commission Washington, D.C. 20549 FORM T-1 Statement of Eligibility Under The Trust Indenture Act of 1939 of a Corporation Designated to Act as Trustee Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) ☐ U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 91-1821036 I.R.S.

Consent of Ernst & Young LLP*

Exhibit (n)(2) CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the references to our firm under the captions ”Financial Highlights” and “Experts” in the Prospectus included in this Registration Statement (Form N-2) of Barings BDC, Inc.

Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 29, 2024 Barings BDC, Inc. (Exact name of registrant as specified in its charter) Maryland 814-00733 06-1798488 (State or Other Jurisdiction of Incorporation)

Amendment No. 5 to Senior Secured Revolving Credit Agreement, dated as July 2, 2024, by and among the Company, the subsidiary guarantors party thereto, the lenders party thereto and ING, as administrative agent.

Exhibit 10.1 63541748.7 AMENDMENT NO. 5 TO SENIOR SECURED REVOLVING CREDIT AGREEMENT (BENCHMARK REPLACEMENT AMENDMENT) This AMENDMENT NO. 5 (this “Amendment”) dated as of July 2, 2024, and effective as of the Amendment No. 5 Effective Date (as defined below) by and between BARINGS BDC, INC., a Maryland corporation (the “Borrower”), ING CAPITAL LLC, as administrative agent for the Lenders (as defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 814-00733 Barings BDC

BARINGS BDC, INC. REPORTS SECOND QUARTER 2024 RESULTS AND ANNOUNCES QUARTERLY CASH DIVIDEND OF $0.26 PER SHARE

Exhibit 99.1 BARINGS BDC, INC. REPORTS SECOND QUARTER 2024 RESULTS AND ANNOUNCES QUARTERLY CASH DIVIDEND OF $0.26 PER SHARE CHARLOTTE, N.C., August 7, 2024 - Barings BDC, Inc. (NYSE: BBDC) (“Barings BDC” or the “Company”) today reported its financial and operating results for the second quarter of 2024 and announced that the Company’s Board of Directors (the “Board”) declared a quarterly cash divi

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2024 Barings BDC, Inc. (Exact name of registrant as specified in its charter) Maryland 814-00733 06-1798488 (State or Other Jurisdiction of Incorporation) (Commission File N

Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 29, 2024 Barings BDC, Inc. (Exact name of registrant as specified in its charter) Maryland 814-00733 06-1798488 (State or Other Jurisdiction of Incorporation) (Commission File Nu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☒ Definitive Additional Materials ☐ Soliciting Material Pursuant to Section 240.

BARINGS BDC, INC. REPORTS FIRST QUARTER 2024 RESULTS AND ANNOUNCES QUARTERLY CASH DIVIDEND OF $0.26 PER SHARE

Exhibit 99.1 BARINGS BDC, INC. REPORTS FIRST QUARTER 2024 RESULTS AND ANNOUNCES QUARTERLY CASH DIVIDEND OF $0.26 PER SHARE CHARLOTTE, N.C., May 7, 2024 - Barings BDC, Inc. (NYSE: BBDC) (“Barings BDC” or the “Company”) today reported its financial and operating results for the first quarter of 2024 and announced that the Company’s Board of Directors (the “Board”) declared a quarterly cash dividend

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 814-00733 Barings BD

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2024 Barings BDC, Inc. (Exact name of registrant as specified in its charter) Maryland 814-00733 06-1798488 (State or Other Jurisdiction of Incorporation) (Commission File Numb

$300,000,000 7.000% Notes due 2029

TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(2) Registration Statement No. 333-273253 Explanatory Note: The sole purpose of this filing is to add inline XBRL tagging to the Registrant's Prospectus Supplement dated February 7, 2024, filed on February 9, 2024 with the Securities and Exchange Commission pursuant to Rule 424(b)(2) under the Securities Act of 1933 (the “Prospectus Supplement”). This

Calculation of Filing Fee Tables (Form Type) Barings BDC, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Transaction Valuation Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Tables 424(b)(2) (Form Type) Barings BDC, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☒ Definitive Additional Materials ☐ Soliciting Material Pursuant to Section 240.

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 8, 2024 Barings BDC, Inc. (Exact name of registrant as specified in its charter) Maryland 814-00733 06-1798488 (State or Other Jurisdiction of Incorporation) (Commission File Nu

Barings BDC, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.

1900 K Street, NW Washington, DC 20006-1110 +1 202 261 3300 Main +1 202 261 3333 Fax www.dechert.com CLAY DOUGLAS [email protected] +1 202 261 3326 Direct March 19, 2024 Via EDGAR U.S. Securities and Exchange Commission Division of Investment

1900 K Street, NW Washington, DC 20006-1110 +1 202 261 3300 Main +1 202 261 3333 Fax www.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 14, 2024 Barings BDC, Inc. (Exact name of registrant as specified in its charter) Maryland 814-00733 06-1798488 (State or Other Jurisdiction of Incorporation) (Commission File N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ý Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ 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.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 8, 2024 Barings BDC, Inc. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 8, 2024 Barings BDC, Inc. (Exact name of registrant as specified in its charter) Maryland 814-00733 06-1798488 (State or Other Jurisdiction of Incorporation) (Commission File Nu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ý Filed by a Party other than the Registrant ¨ Check the appropriate box: ý Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Statement ¨ Definitive Additional Materials ¨ Soliciting Material Pursuant to Section 240.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 22, 2024 Barings BDC, Inc. (Exact name of registrant as specified in its charter) Maryland 814-00733 06-1798488 (State or Other Jurisdiction of Incorporation) (Commission Fil

List of Subsidiaries.*

Exhibit 21.1 LIST OF SUBSIDIARIES Alpine Funding LLC, a Delaware limited liability company Energy Hardware Holdings, Inc., a Delaware corporation MVC Cayman, a Cayman Island limited liability company MVC Financial Services, Inc., a Delaware corporation SIC Investment Holdings LLC, a limited liability company STRF Investment Holdings LLC, a Delaware limited liability company

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 814-00733 Barings BDC, In

Barings BDC, Inc. Clawback Policy*

Exhibit 99.7 BARINGS BDC, INC. CLAWBACK POLICY The Board of Directors (the “Board”) of Barings BDC, Inc. (the “Company”) has adopted this Clawback Policy (the “Policy”) to comply with Section 10D of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Rule 10D-1 promulgated under the Exchange Act (“Rule 10D-1”) and Section 303A.14 of the New York Stock Exchange Listed Company Manu

BARINGS BDC, INC. REPORTS FOURTH QUARTER AND FULL YEAR 2023 RESULTS AND ANNOUNCES QUARTERLY CASH DIVIDEND OF $0.26 PER SHARE

Exhibit 99.1 BARINGS BDC, INC. REPORTS FOURTH QUARTER AND FULL YEAR 2023 RESULTS AND ANNOUNCES QUARTERLY CASH DIVIDEND OF $0.26 PER SHARE CHARLOTTE, N.C., February 22, 2024 - Barings BDC, Inc. (NYSE: BBDC) (“Barings BDC” or the “Company”) today reported its financial and operating results for the fourth quarter and full year of 2023 and announced that the Company’s Board of Directors (the “Board”)

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 7, 2024 Barings BDC, Inc. (Exact name of registrant as specified in its charter) Maryland 814-00733 06-1798488 (State or Other Jurisdiction of Incorporation) (Commission File

Second Supplemental Indenture, dated as of February 12, 2024, relating to the 7.000% Notes due 2029, by and between the Registrant and U.S. Bank Trust Company, National Association, as trustee (Filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 13, 2024 and incorporated herein by reference).

Exhibit 4.1 SECOND SUPPLEMENTAL INDENTURE between BARINGS BDC, INC. and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee DATED AS OF FEBRUARY 12, 2024 SECOND SUPPLEMENTAL INDENTURE THIS SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), dated as of February 12, 2024 (the “Issue Date”), is between Barings BDC, Inc., a Maryland corporation (the “Company”), and U.S. Bank T

BARINGS BDC, INC. $300,000,000 Aggregate Principal Amount 7.000% Notes due 2029 UNDERWRITING AGREEMENT

Exhibit 1.1 BARINGS BDC, INC. $300,000,000 Aggregate Principal Amount 7.000% Notes due 2029 UNDERWRITING AGREEMENT February 7, 2024 Wells Fargo Securities, LLC 550 South Tryon Street, 5th Floor Charlotte, NC 28202 SMBC Nikko Securities America, Inc. 277 Park Avenue New York, New York 10172 BMO Capital Markets Corp. 151 W 42nd St. New York, New York 10036 Fifth Third Securities, Inc. 38 Fountain Sq

Calculation of Filing Fee Tables (Form Type) Barings BDC, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Transaction Valuation Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Tables 424(b)(2) (Form Type) Barings BDC, Inc.

$300,000,000 7.000% Notes due 2029

TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(2) Registration Statement No. 333-273253 PROSPECTUS SUPPLEMENT (to Prospectus dated July 14, 2023)   $300,000,000 7.000% Notes due 2029 We are offering $300,000,000 in aggregate principal amount of 7.000% notes due 2029, which we refer to as the Notes. The Notes will mature on February 15, 2029. We will pay interest on the Notes on February 15 and Au

Barings BDC, Inc. $300,000,000 7.000% Notes due 2029 PRICING TERM SHEET February 7, 2024

Filed Pursuant to Rule 433 Issuer Free Writing Prospectus dated February 7, 2024 Relating to Preliminary Prospectus Supplement dated February 7, 2024 and Prospectus dated July 14, 2023 Registration No.

The information in this preliminary prospectus supplement is not complete and may be changed. A registration statement relating to these securities has been filed with the Securities and Exchange Commission and become effective under the Securities A

TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(2) Registration Statement No. 333-273253 The information in this preliminary prospectus supplement is not complete and may be changed. A registration statement relating to these securities has been filed with the Securities and Exchange Commission and become effective under the Securities Act of 1933, as amended. This preliminary prospectus supplemen

BARINGS BDC, INC. REPORTS PRELIMINARY FOURTH QUARTER 2023 RESULTS

Exhibit 99.1 BARINGS BDC, INC. REPORTS PRELIMINARY FOURTH QUARTER 2023 RESULTS CHARLOTTE, N.C., January 25, 2024 - Barings BDC, Inc. (NYSE: BBDC) (“Barings BDC” or the “Company”) today reported preliminary financial and operating results for the fourth quarter of 2023. Preliminary Financial and Operating Results - Three Months Ended December 31, 2023 Per share highlights Three Months Ended Decembe

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 25, 2024 Barings BDC, Inc. (Exact name of registrant as specified in its charter) Maryland 814-00733 06-1798488 (State or Other Jurisdiction of Incorporation) (Commission File

BARINGS BDC, INC. REPORTS THIRD QUARTER 2023 RESULTS AND ANNOUNCES QUARTERLY CASH DIVIDEND OF $0.26 PER SHARE

Exhibit 99.1 BARINGS BDC, INC. REPORTS THIRD QUARTER 2023 RESULTS AND ANNOUNCES QUARTERLY CASH DIVIDEND OF $0.26 PER SHARE CHARLOTTE, N.C., November 9, 2023 - Barings BDC, Inc. (NYSE: BBDC) (“Barings BDC” or the “Company”) today reported its financial and operating results for the third quarter of 2023 and announced that the Company’s Board of Directors (the “Board”) declared a quarterly cash divi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 814-00733 Baring

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 9, 2023 Barings BDC, Inc. (Exact name of registrant as specified in its charter) Maryland 814-00733 06-1798488 (State or Other Jurisdiction of Incorporation) (Commission File

* * *

October 17, 2023 Via EDGAR Lauren Hamilton, Staff Accountant Division of Investment Management Office of Disclosure and Review U.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 4, 2023 Barings BDC, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 4, 2023 Barings BDC, Inc. (Exact name of registrant as specified in its charter) Maryland 814-00733 06-1798488 (State or Other Jurisdiction of Incorporation) (Commission File

Barings BDC Investor Day OCTOBER 4–6, 2023 2 Disclaimers & Cautionary Notes Regarding Forward-Looking Statements Cautionary Notice: Certain statements contained in this presentation are "forward-looking" statements. Investors are cautioned not to pla

Barings BDC Investor Day OCTOBER 4–6, 2023 2 Disclaimers & Cautionary Notes Regarding Forward-Looking Statements Cautionary Notice: Certain statements contained in this presentation are "forward-looking" statements.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 814-00733 Barings BDC

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 9, 2023 Barings BDC, Inc. (Exact name of registrant as specified in its charter) Maryland 814-00733 06-1798488 (State or Other Jurisdiction of Incorporation) (Commission File N

BARINGS BDC, INC. REPORTS SECOND QUARTER 2023 RESULTS AND ANNOUNCES INCREASE IN QUARTERLY CASH DIVIDEND TO $0.26 PER SHARE

Exhibit 99.1 BARINGS BDC, INC. REPORTS SECOND QUARTER 2023 RESULTS AND ANNOUNCES INCREASE IN QUARTERLY CASH DIVIDEND TO $0.26 PER SHARE CHARLOTTE, N.C., August 9, 2023 - Barings BDC, Inc. (NYSE: BBDC) (“Barings BDC” or the “Company”) today reported its financial and operating results for the second quarter of 2023 and announced that the Company’s Board of Directors (the “Board”) declared a quarter

Third Amended and Restated Investment Advisory Agreement, dated June 24, 2023, by and between Barings BDC, Inc. and Barings LLC (Filed as Exhibit (g)(1) to the Registrant’s Registration Statement on Form N-2 filed with the Securities and Exchange Commission on July 14, 2023 and incorporated herein by reference).

Exhibit (g)(1) THIRD AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT BETWEEN BARINGS BDC, INC.

Filing Fee Table*

Exhibit (s) EX. FILING FEES Calculation of Filing Fee Tables Form N-2 (Form Type) Barings BDC, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry F

Rule 17j-1 Code of Ethics*

Exhibit (r) 5.1 Code of Ethics: Code of Ethics Entities: Barings Private Credit Corporation, Barings BDC, Inc. and Barings Capital Investment Corp. (each a “Company”) Compliance Policy: Code of Ethics (“Policy”) Board Oversight Body: Full Board Original Date of Policy: August 2, 2018 Last Revision Date: March 15, 2021 5.1.1 Introduction Each Company is required to adopt a Code of Ethics (“Code”) p

As filed with the Securities and Exchange Commission on July 14, 2023

As filed with the Securities and Exchange Commission on July 14, 2023 Securities Act Registration No.

Opinion and Consent of Dechert LLP*

Exhibit (l) 1900 K Street NW Washington, DC 20006 +1 202 261 3300 Main +1 202 261 3333 Fax www.

Statement of Eligibility of Trustee on Form T-1*

Exhibit (d)(4) securities and exchange commission Washington, D.C. 20549 FORM T-1 Statement of Eligibility Under The Trust Indenture Act of 1939 of a Corporation Designated to Act as Trustee Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) ☐ U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 91-1821036 I.R.S.

Consent of KPMG LLP*

Exhibit (n)(1) Consent of Independent Registered Public Accounting Firm We consent to the use in this Registration Statement on Form N-2 of our reports dated February 23, 2023, with respect to the consolidated financial statements of Barings BDC, Inc.

Consent of Ernst & Young LLP*

Exhibit (n)(3) CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the references to our firm under the captions “Financial Highlights” and “Experts” in the Prospectus included in this Registration Statement (Form N-2) of Barings BDC, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2023 Barings BDC, Inc. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2023 Barings BDC, Inc. (Exact name of registrant as specified in its charter) Maryland 814-00733 06-1798488 (State or Other Jurisdiction of Incorporation) (Commission File Numb

Amendment No. 4 to Senior Secured Revolving Credit Agreement, dated as of May 9, 2023, by and among Barings BDC, Inc., the subsidiary guarantors party thereto, the lenders party thereto and ING Capital LLC, as administrative agent (Filed as Exhibits 10.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 15, 2023 and incorporated herein by reference)

Exhibit 10.1 Execution Version AMENDMENT NO. 4 TO SENIOR SECURED REVOLVING CREDIT AGREEMENT This AMENDMENT NO. 4 (this “Amendment”) dated as of May 9, 2023, and effective as of the Amendment No. 4 Effective Date (as defined below) by and among BARINGS BDC, INC., a Maryland corporation (the “Borrower”), ING CAPITAL LLC, as administrative agent for the Lenders (as defined below) under the Credit Agr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 814-00733 Barings BD

BARINGS BDC, INC. REPORTS FIRST QUARTER 2023 RESULTS AND ANNOUNCES QUARTERLY CASH DIVIDEND OF $0.25 PER SHARE

Exhibit 99.1 BARINGS BDC, INC. REPORTS FIRST QUARTER 2023 RESULTS AND ANNOUNCES QUARTERLY CASH DIVIDEND OF $0.25 PER SHARE CHARLOTTE, N.C., May 4, 2023 - Barings BDC, Inc. (NYSE: BBDC) (“Barings BDC” or the “Company”) today reported its financial and operating results for the first quarter of 2023 and announced that the Company’s Board of Directors (the “Board”) declared a quarterly cash dividend

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 4, 2023 Barings BDC, Inc. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 4, 2023 Barings BDC, Inc. (Exact name of registrant as specified in its charter) Maryland 814-00733 06-1798488 (State or Other Jurisdiction of Incorporation) (Commission File Numb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☒ Definitive Additional Materials ☐ Soliciting Material Pursuant to Section 240.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 30, 2023 Barings BDC, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 30, 2023 Barings BDC, Inc. (Exact name of registrant as specified in its charter) Maryland 814-00733 06-1798488 (State or Other Jurisdiction of Incorporation) (Commission File N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ý Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ 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.

1095 Avenue of the Americas New York, NY 10036-6797 +1 212 698 3500 Main +1 212 698 3599 Fax www.dechert.com RICHARD HOROWITZ [email protected] +1 212 698 3525 Direct +1 212 698 0452 Fax 28826240.1.BUSINESS March 10, 2023 Via EDGAR U.S. Se

bbdc-secresponseletterpr 1095 Avenue of the Americas New York, NY 10036-6797 +1 212 698 3500 Main +1 212 698 3599 Fax www.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ý Filed by a Party other than the Registrant ¨ Check the appropriate box: ý Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Statement ¨ Definitive Additional Materials ¨ Soliciting Material Pursuant to Section 240.

Report of KPMG LLP on Senior Securities Table.*

Exhibit 99.1 Report of Independent Registered Public Accounting Firm on Supplemental Information To the Shareholders and Board of Directors Barings BDC, Inc.: We have audited and reported separately herein on the consolidated financial statements of Barings BDC, Inc. and subsidiaries (the Company) as of December 31, 2022 and 2021 and for each of the years in the three-year period ended December 31

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 814-00733 Barings BDC, In

List of Subsidiaries.*

Exhibit 21.1 LIST OF SUBSIDIARIES Alpine Funding LLC, a Delware limited liability company Barings BDC Finance I, LLC, a Delaware limited liability company Barings BDC Senior Funding I, LLC, a Delaware limited liability company Energy Hardware Holdings, Inc., a Delaware corporation MVC Cayman, a Cayman Island limited liability company MVC Financial Services, Inc., a Delaware corporation SIC Investm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 23, 2023 Barings BDC, In

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 23, 2023 Barings BDC, Inc. (Exact name of registrant as specified in its charter) Maryland 814-00733 06-1798488 (State or Other Jurisdiction of Incorporation) (Commission Fil

BARINGS BDC, INC. REPORTS FOURTH QUARTER AND FULL YEAR 2022 RESULTS AND ANNOUNCES INCREASE IN QUARTERLY CASH DIVIDEND TO $0.25 PER SHARE

Exhibit 99.1 BARINGS BDC, INC. REPORTS FOURTH QUARTER AND FULL YEAR 2022 RESULTS AND ANNOUNCES INCREASE IN QUARTERLY CASH DIVIDEND TO $0.25 PER SHARE CHARLOTTE, N.C., February 23, 2023 - Barings BDC, Inc. (NYSE: BBDC) (“Barings BDC” or the “Company”) today reported its financial and operating results for the fourth quarter and full year of 2022 and announced that the Company’s Board of Directors d

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 9, 2022 Barings BDC, Inc. (Exact name of registrant as specified in its charter) Maryland 814-00733 06-1798488 (State or Other Jurisdiction of Incorporation) (Commission File

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 28, 2022 Barings BDC, Inc. (Exact name of registrant as specified in its charter) Maryland 814-00733 06-1798488 (State or Other Jurisdiction of Incorporation) (Commission Fil

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 814-00733 Baring

BARINGS BDC, INC. REPORTS THIRD QUARTER 2022 RESULTS AND ANNOUNCES QUARTERLY CASH DIVIDEND OF $0.24 PER SHARE

Exhibit 99.1 BARINGS BDC, INC. REPORTS THIRD QUARTER 2022 RESULTS AND ANNOUNCES QUARTERLY CASH DIVIDEND OF $0.24 PER SHARE CHARLOTTE, N.C., November 10, 2022 - Barings BDC, Inc. (NYSE: BBDC) (?Barings BDC? or the ?Company?) today reported its financial and operating results for the third quarter of 2022 and announced that the Company's Board of Directors declared a quarterly cash dividend of $0.24

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 10, 2022 Barings BDC, Inc. (Exact name of registrant as specified in its charter) Maryland 814-00733 06-1798488 (State or Other Jurisdiction of Incorporation) (Commission Fil

Offer to Exchange $350,000,000 aggregate principal amount of 3.300% Notes due 2026 $350,000,000 aggregate principal amount of 3.300% Notes due 2026 registered under the Securities Act of 1933, as amended

TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(2) Registration No. 333-267450 PROSPECTUS ? Offer to Exchange $350,000,000 aggregate principal amount of 3.300% Notes due 2026 For $350,000,000 aggregate principal amount of 3.300% Notes due 2026 registered under the Securities Act of 1933, as amended Barings BDC, Inc. (the ?Company,? ?we,? ?us,? or ?our?) is offering to exchange all of its outstandi

POWER OF ATTORNEY

Exhibit 16 POWER OF ATTORNEY KNOW ALL PEOPLE BY THESE PRESENTS, that each person whose signature appears below hereby makes, constitutes and appoints each of Eric Lloyd and Elizabeth Murray with full power to act without the other, as his or her agent and attorney-in-fact for the purpose of executing in his or her name, in his or her capacity as a Director and/or officer of Barings BDC, Inc.

Consent of Independent Auditors

Exhibit 14(e) Consent of Independent Auditors We consent to the use of our report dated September 13, 2022 in the registration statement on Form N-14 of Barings BDC, Inc.

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 14(d) CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the reference to our firm under the caption ?Experts? in the Proxy Statement/Prospectus included in this Pre-Effective Amendment No.

As filed with the Securities and Exchange Commission on October 19, 2022

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on October 19, 2022 Registration No.

Consent of Independent Registered Public Accounting Firm

Exhibit 14(a) Consent of Independent Registered Public Accounting Firm We consent to the use of our reports dated February 23, 2022, with respect to the consolidated financial statements of Barings BDC, Inc.

1095 Avenue of the Americas

Exhibit (11)(b) 1095 Avenue of the Americas New York, NY 10036-6797 +1 212 698 3500 Main +1 212 698 3599 Fax www.

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 14(b) CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the reference to our firm under the captions ?Financial Highlights? and ?Experts? in the Proxy Statement/Prospectus included in this pre-effective Amendment No.

October 19, 2022 Page 4 * * *

1900 K Street, NW Washington, DC 20006-1110 +1 202 261 3300 Main +1 202 261 3333 Fax www.

1095 Avenue of the Americas

Exhibit 11 1095 Avenue of the Americas New York, NY 10036-6797 +1 212 698 3500 Main +1 212 698 3599 Fax www.

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE Check if an Application to Determine Eligibility of a Trustee Pursuant to

Exhibit 17a SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 91-1821036 I.R.S. Empl

As filed with the Securities and Exchange Commission on September 15, 2022

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on September 15, 2022 Registration No.

Consent of Independent Registered Public Accounting Firm

Exhibit (14)(b) Consent of Independent Registered Public Accounting Firm We consent to the use of our reports dated February 23, 2022, with respect to the consolidated financial statements of Barings BDC, Inc.

Calculation of Filing Fees Tables Form N-14 (Form Type) Barings BDC, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities

Exhibit 18 Calculation of Filing Fees Tables Form N-14 (Form Type) Barings BDC, Inc.

LETTER OF TRANSMITTAL Barings BDC, Inc. OFFER TO EXCHANGE $350,000,000 AGGREGATE PRINCIPAL AMOUNT OF 3.300% NOTES DUE 2026 $350,000,000 AGGREGATE PRINCIPAL AMOUNT OF 3.300% NOTES DUE 2026 THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS

Exhibit (17)(b) LETTER OF TRANSMITTAL ? Barings BDC, Inc. ? OFFER TO EXCHANGE ? $350,000,000 AGGREGATE PRINCIPAL AMOUNT OF 3.300% NOTES DUE 2026 ? FOR ? $350,000,000 AGGREGATE PRINCIPAL AMOUNT OF 3.300% NOTES DUE 2026 THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON??? , 2022, UNLESS EXTENDED (SUCH TIME AND D

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit (14)(e) CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the reference to our firm under the captions ?Experts? and ?Financial Highlights? in the Registration Statement and related Prospectus of Barings BDC, Inc.

Consent of Independent Auditors

Exhibit (14)(a) Consent of Independent Auditors We consent to the use of our report dated September 13, 2022 in the registration statement on Form N-14 of Barings BDC, Inc.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 31, 2022 Barings BDC, Inc. (Exact name of registrant as specified in its charter) Maryland 814-00733 06-1798488 (State or Other Jurisdiction of Incorporation) (Commission File

BARINGS BDC, INC. REPORTS SECOND QUARTER 2022 RESULTS AND ANNOUNCES QUARTERLY CASH DIVIDEND OF $0.24 PER SHARE

Exhibit 99.1 BARINGS BDC, INC. REPORTS SECOND QUARTER 2022 RESULTS AND ANNOUNCES QUARTERLY CASH DIVIDEND OF $0.24 PER SHARE CHARLOTTE, N.C., August 9, 2022 - Barings BDC, Inc. (NYSE: BBDC) (?Barings BDC? or the ?Company?) today reported its financial and operating results for the second quarter of 2022 and announced that the Company's Board of Directors declared a quarterly cash dividend of $0.24

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 9, 2022 Barings BDC, Inc. (Exact name of registrant as specified in its charter) Maryland 814-00733 06-1798488 (State or Other Jurisdiction of Incorporation) (Commission File N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 814-00733 Barings BDC

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 30, 2022 Barings BDC, Inc. (Exact name of registrant as specified in its charter) Maryland 814-00733 06-1798488 (State or Other Jurisdiction of Incorporation) (Commission File Nu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ?? Check the appropriate box: ?? Preliminary Proxy Statement ?? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ?? Definitive Proxy Statement ? Definitive Additional Materials ?? Soliciting Material Pursuant to Section 240.

Incremental Commitment and Assumption Agreement, dated as of April 1, 2022, made by the Incremental Lender party thereto, relating to the Senior Secured Revolving Credit Agreement, dated as of February 21, 2019, among Barings BDC, Inc., as borrower, the subsidiary guarantors party thereto, the lenders party thereto and ING Capital LLC, as administrative agent (Filed as Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q filed for the quarter ended March 31, 2022 with the Securities and Exchange Commission on May 5, 2022 and incorporated herein by reference).

EX-10.4 2 bbdc-3312022xq1ex104.htm EX-10.4 Exhibit 10.4 EXECUTION VERSION INCREMENTAL COMMITMENT AND ASSUMPTION AGREEMENT dated as of April 1, 2022, made by the Incremental Lender party hereto, relating to the SENIOR SECURED REVOLVING CREDIT AGREEMENT dated as of February 21, 2019, among BARINGS BDC, INC., as Borrower, The Subsidiary Guarantors Parties Thereto, The Lenders Parties Thereto, and ING

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 5, 2022 Barings BDC, Inc. (Exact name of registrant as specified in its charter) Maryland 814-00733 06-1798488 (State or Other Jurisdiction of Incorporation) (Commission File Numb

BARINGS BDC, INC. REPORTS FIRST QUARTER 2022 RESULTS AND ANNOUNCES INCREASED QUARTERLY CASH DIVIDEND OF $0.24 PER SHARE

Exhibit 99.1 BARINGS BDC, INC. REPORTS FIRST QUARTER 2022 RESULTS AND ANNOUNCES INCREASED QUARTERLY CASH DIVIDEND OF $0.24 PER SHARE CHARLOTTE, N.C., May 5, 2022 - Barings BDC, Inc. (NYSE: BBDC) (“Barings BDC” or the “Company”) today reported its financial and operating results for the first quarter of 2022 and announced that the Company's Board of Directors declared a quarterly cash dividend of $

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 814-00733 Barings BD

JOINT FILING AGREEMENT

Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that they are filing this statement on Schedule 13G jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the complet

BBDC / Barings BDC Inc / ARES MANAGEMENT LLC - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) Barings BDC, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 06759L103 (CUSIP Number) April 9, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Bankruptcy or Receivership

8-K/A 1 ny20002465x98ka.htm FORM 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 25, 2022 Barings BDC, Inc. (Exact name of registrant as specified in its charter) Maryland 814-00733 06-1798488 (St

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement ? Definitive Additional Materials ? Soliciting Material Pursuant to Section 240.

* * *

March 11, 2022 Via EDGAR U.S. Securities and Exchange Commission Division of Investment Management Attention: Valerie Lithotomos, Esq. 100 F Street NE Washington, D.C. 20549 RE: Barings BDC, Inc. ? Preliminary Proxy Statement on Schedule 14A filed on February 25, 2022 (File No. 814-00733) Dear Ms. Lithotomos: On behalf of Barings BDC, Inc. (the ?Company?), set forth below is the Company?s response

Second Amended and Restated Investment Advisory Agreement, dated February 25, 2022, by and between Barings BDC, Inc. and Barings LLC (Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 3, 2022 and incorporated herein by reference).

Exhibit 10.1 SECOND AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT BETWEEN BARINGS BDC, INC. AND BARINGS LLC THIS SECOND AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT, dated as of February 25, 2022 (this ?Agreement?), between Barings BDC, Inc., a Maryland corporation (the ?Company?), and Barings LLC, a Delaware limited liability company (the ?Adviser?). WHEREAS, the Adviser and the Compan

Amendment No. 3 to Senior Secured Revolving Credit Agreement, dated as of February 25, 2022, by and among Barings BDC, Inc., the subsidiary guarantors party thereto, the lenders party thereto and ING Capital LLC, as administrative agent (Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 3, 2022 and incorporated herein by reference).

Exhibit 10.1 Execution Version AMENDMENT NO. 3 TO SENIOR SECURED REVOLVING CREDIT AGREEMENT This AMENDMENT NO. 3 (this ?Amendment?) dated as of February 25, 2022, and effective as of the Amendment No. 3 Effective Date (as defined below) by and among BARINGS BDC, INC., a Maryland corporation (the ?Borrower?), ING CAPITAL LLC, as administrative agent for the Lenders (as defined below) under the Cred

Credit Support Agreement, dated February 25, 2022, by and between Barings BDC, Inc. and Barings LLC (Filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 3, 2022 and incorporated herein by reference).

Exhibit 10.2 CREDIT SUPPORT AGREEMENT THIS CREDIT SUPPORT AGREEMENT (this ?Agreement?) is dated as of February 25, 2022 and made by Barings LLC (?Barings?) in favor of Barings BDC, Inc. (?BBDC?). WITNESSTH: WHEREAS, Barings and BBDC are party to that certain second amended and restated investment advisory agreement, dated as February 25, 2022, pursuant to which Barings agreed to furnish investment

BARINGS BDC, INC. COMPLETES MERGER WITH SIERRA INCOME CORPORATION

Exhibit 99.1 BARINGS BDC, INC. COMPLETES MERGER WITH SIERRA INCOME CORPORATION CHARLOTTE, N.C., February 25, 2022 - Barings BDC, Inc. (NYSE: BBDC) (?Barings BDC?) announced today the closing of the previously announced merger with Sierra Income Corporation (?Sierra?). The combined company, which will remain externally managed by Barings LLC, is expected to have more than $2.7 billion of assets und

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 25, 2022 Barings BDC, Inc. (Exact name of registrant as specified in its charter) Maryland 814-00733 06-1798488 (State or Other Jurisdiction of Incorporation) (Commission Fil

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 25, 2022 Barings BDC, Inc. (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 814-00733 (Commission File Number) 0

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement ? Definitive Additional Materials ? Soliciting Material Pursuant to Section 240.

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 24, 2022 Barings BDC, Inc. (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 814-00733 (Commission File Number) 0

Amendment No. 2 to the Senior Secured Revolving Credit Agreement dated as of December 29, 2021, by and among the Company, as borrower, the lenders party thereto, ING Capital LLC, as administrative agent, and the other parties signatory thereto (Filed as Exhibit 10.17 to the Registrant’s Current Report on Form 10-K for the year ended December 31, 2021 filed with the Securities and Exchange Commission on February 23, 2022 and incorporated herein by reference)

Exhibit 10.17 Execution Version AMENDMENT NO. 2 TO SENIOR SECURED REVOLVING CREDIT AGREEMENT This AMENDMENT NO. 2 (this ?Amendment?) dated as of December 29, 2021, by and among BARINGS BDC, INC., a Maryland corporation (the ?Borrower?), ING CAPITAL LLC, as administrative agent for the Lenders (as defined below) under the Credit Agreement (in such capacity, together with its successors in such capa

List of Subsidiaries.*

Exhibit 21.1 LIST OF SUBSIDIARIES Barings BDC Finance I, LLC, a Delaware limited liability company Barings BDC Senior Funding I, LLC, a Delaware limited liability company Energy Hardware Holdings, Inc., a Delaware corporation Mercury Acquisition Sub, Inc., a Maryland corporation MVC Cayman, a Cayman Island limited liability company MVC Financial Services, Inc., a Delaware corporation

Consent of Ernst & Young LLP.*

Exhibit 99.2 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use of our report dated February 27, 2020, with respect to the consolidated financial statements of Barings BDC, Inc. for the year ended December 31, 2019, in the Annual Report on Form 10-K for the fiscal year ended December 31, 2021 filed by Barings BDC, Inc. with the Securities and Exchange Commission. /s/ ER

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 814-00733 Barings BDC, In

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 23, 2022 Barings BDC, Inc. (Exact name of registrant as specified in its charter) Maryland 814-00733 06-1798488 (State or Other Jurisdiction of Incorporation) (Commission Fil

Report of KPMG LLP on Senior Securities Table.*

Exhibit 99.1 Report of Independent Registered Public Accounting Firm on Supplemental Information To the Shareholders and Board of Directors Barings BDC, Inc.: We have audited and reported separately herein on the consolidated financial statements of Barings BDC, Inc. and subsidiaries (the Company) as of December 31, 2021 and 2020, and for each of the years in the two-year period ended December 31,

BARINGS BDC, INC. SIERRA INCOME CORPORATION Supplement No. 2, dated February 23, 2022, to the Proxy Statement/Prospectus, dated December 28, 2021

Filed Pursuant to Rule 424(b)(3) Registration No. 333-260591 BARINGS BDC, INC. SIERRA INCOME CORPORATION Supplement No. 2, dated February 23, 2022, to the Proxy Statement/Prospectus, dated December 28, 2021 This supplement contains information that amends, supplements or modifies certain information contained in the prospectus of Barings BDC, Inc. (?Barings BDC?), dated December 28, 2021 (the ?Pro

BARINGS BDC, INC. REPORTS FOURTH QUARTER AND FULL YEAR 2021 RESULTS

Exhibit 99.1 BARINGS BDC, INC. REPORTS FOURTH QUARTER AND FULL YEAR 2021 RESULTS CHARLOTTE, N.C., February 23, 2022 - Barings BDC, Inc. (NYSE: BBDC) ("Barings BDC," or the "Company") today reported its financial and operating results for the fourth quarter and full year of 2021. Highlights Income Statement Three Months Ended December 31, 2021 Three Months Ended September 30, 2021 Full Year Ended D

Forward-Looking Statements This communication contains “forward-looking statements,” which are statements other than statements of historical facts, are not guarantees of future performance or results of Barings BDC, Inc. (“Barings BDC”), Sierra Inco

Filed by Barings BDC, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934, as amended Subject Company: Sierra Income Corporation. Commission File No.: 814-00924 Forward-Looking Statements This communication contains ?forward-looking statements,? which are statements other than statements of historical fact

Filed Pursuant to Rule 424(b)(3) Registration No. 333-260591 BARINGS BDC, INC. SIERRA INCOME CORPORATION Supplement No. 1, dated February 3, 2022, to the Proxy Statement/Prospectus, dated December 28, 2021

Filed Pursuant to Rule 424(b)(3) Registration No. 333-260591 BARINGS BDC, INC. SIERRA INCOME CORPORATION Supplement No. 1, dated February 3, 2022, to the Proxy Statement/Prospectus, dated December 28, 2021 This supplement contains information that amends, supplements or modifies certain information contained in the prospectus of Barings BDC, Inc. (?Barings BDC?), dated December 28, 2021 (the ?Pros

BARINGS BDC, INC. ANNOUNCES INCREASED QUARTERLY CASH DIVIDEND OF $0.23 PER SHARE AND ANNOUNCES CONFERENCE CALL TO DISCUSS FOURTH QUARTER AND FULL YEAR 2021 RESULTS

Exhibit 99.1 BARINGS BDC, INC. ANNOUNCES INCREASED QUARTERLY CASH DIVIDEND OF $0.23 PER SHARE AND ANNOUNCES CONFERENCE CALL TO DISCUSS FOURTH QUARTER AND FULL YEAR 2021 RESULTS CHARLOTTE, N.C., February 1, 2022 - Barings BDC, Inc. (NYSE: BBDC) ("Barings BDC" or the "Company") today announced that the Company's Board of Directors declared a quarterly cash dividend of $0.23 per share for the quarter

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 1, 2022 Barings BDC, Inc. (Exact name of registrant as specified in its charter) Maryland 814-00733 06-1798488 (State or Other Jurisdiction of Incorporation) (Commission File

BARINGS BDC, INC. 300 South Tryon Street, Suite 2500 Charlotte, NC 28202 MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT

424B3 1 ny20000760x11424b3.htm 424B3 TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-260591 BARINGS BDC, INC. 300 South Tryon Street, Suite 2500 Charlotte, NC 28202 MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT Dear Stockholder: December 28, 2021 You are cordially invited to attend the Special Meeting of Stockholders (the “Barings BDC Special Meeting”) of Barings BD

Forward-Looking Statements This communication contains “forward-looking statements,” which are statements other than statements of historical facts, are not guarantees of future performance or results of Barings BDC, Inc. (“Barings BDC”), Sierra Inco

Filed by Barings BDC, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934, as amended Subject Company: Sierra Income Corporation. Commission File No.: 814-00924 Forward-Looking Statements This communication contains “forward-looking statements,” which are statements other than statements of historical fact

As filed with the Securities and Exchange Commission on December 23, 2021

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on December 23, 2021 Registration No.

* * * * * * * *

Goodwin Procter LLP 100 Northern Avenue Boston, MA 02210 goodwinlaw.com +1 617 570 1000 December 23, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Investment Management 100 F Street, N.E. Washington, D.C. 20549 Attention: Valerie Lithotomos and Lauren Hamilton Re: Barings BDC, Inc. Registration Statement on Form N-14 File No.: 333-260591 On behalf of Barings BDC, Inc., a Maryl

EX-17.A

EX-17.A 2 ny20000760x8ex17-a.htm EXHIBIT 17(A) Exhibit 17(a)

(If you noted any Address Changes above, please mark corresponding box on the reverse side.)Your vote is important. Please submit your proxy immediately.CONTINUED AND TO BE SIGNED ON REVERSE SIDEPLEASE DETACH ALONG PERFORATED LINE AND MAIL IN THE ENV

Exhibit 17(b) (If you noted any Address Changes above, please mark corresponding box on the reverse side.

[Goodwin Procter LLP Letterhead] December 13, 2021

Exhibit 12 [Goodwin Procter LLP Letterhead] December 13, 2021 Barings BDC, Inc. 300 South Tryon Street, Suite 2500 Charlotte, North Carolina 28202 Re: Mergers pursuant to Agreement and Plan of Merger by and among Barings BDC, Inc., Mercury Acquisition Sub, Inc., Sierra Income Corporation and Barings LLC Ladies and Gentlemen: This opinion is delivered to you in our capacity as counsel to Barings BD

Consent of Independent Registered Public Accounting Firm

Exhibit 14(a) Consent of Independent Registered Public Accounting Firm We consent to the use of our reports dated March 23, 2021, with respect to the consolidated financial statements of Barings BDC, Inc.

* * * * * * * *

Goodwin Procter LLP 100 Northern Avenue Boston, MA 02210 goodwinlaw.com +1 617 570 1000 December 13, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Investment Management 100 F Street, N.E. Washington, D.C. 20549 Attention: Valerie Lithotomos and Lauren Hamilton Re: Barings BDC, Inc. Registration Statement on Form N-14 File No.: 333-260591 On behalf of Barings BDC, Inc., a Maryl

As filed with the Securities and Exchange Commission on December 13, 2021

N-14 8C/A 1 ny20000760x6n148ca.htm N-14 8C/A TABLE OF CONTENTS As filed with the Securities and Exchange Commission on December 13, 2021 Registration No. 333-260591 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-14 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Pre-Effective Amendment No. 1 ☒ Post-Effective Amendment No.  ☐ (Check appropriate box or boxes)

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 14(b) CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the reference to our firm under the captions ?Senior Securities of Barings BDC? and ?Experts? in Pre-Effective Amendment No.

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

EX-14.3 5 ny20000760x6ex14e.htm EXHIBIT 14(E) Exhibit 14(e) CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the reference to our firm under the captions “Experts” and “Senior Securities of Sierra” in Pre-Effective Amendment No. 1 to the Registration Statement (Form N-14 No. 333-260591) and related Prospectus of Barings BDC, Inc. for the registration of 102,276,889.12 shares

EX-17.B

Exhibit (17)(b)

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K 1 brhc100311708k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 23, 2021 Barings BDC, Inc. (Exact name of registrant as specified in its charter) Maryland 814-00733 06-1798488 (State or Other Jurisdiction of I

BARINGS BDC, INC. as Issuer U.S. BANK NATIONAL ASSOCIATION as Trustee Dated as of November 23, 2021 Providing for the Issuance Debt Securities Barings BDC, Inc. Reconciliation and tie between Trust Indenture Act of 1939 and Indenture, dated as of Nov

Exhibit 4.1 BARINGS BDC, INC. as Issuer and U.S. BANK NATIONAL ASSOCIATION as Trustee Indenture Dated as of November 23, 2021 Providing for the Issuance of Debt Securities Barings BDC, Inc. Reconciliation and tie between Trust Indenture Act of 1939 and Indenture, dated as of November 23, 2021 Trust Indenture Act Section Indenture Section ?310 (a)(1) 6.07 ?310 (a)(2) 6.07 ?310 (b) 6.09 ?312 (c) 7.0

FIRST SUPPLEMENTAL INDENTURE BARINGS BDC, INC. U.S. BANK NATIONAL ASSOCIATION, as Trustee DATED AS OF NOVEMBER 23, 2021 FIRST SUPPLEMENTAL INDENTURE

EX-4.2 3 brhc10031170ex4-2.htm EXHIBIT 4.2 Exhibit 4.2 FIRST SUPPLEMENTAL INDENTURE between BARINGS BDC, INC. and U.S. BANK NATIONAL ASSOCIATION, as Trustee DATED AS OF NOVEMBER 23, 2021 FIRST SUPPLEMENTAL INDENTURE THIS FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of November 23, 2021 (the “Issue Date”), is between Barings BDC, Inc., a Maryland corporation (the “Co

REGISTRATION RIGHTS AGREEMENT by and among Barings BDC, Inc., J.P. Morgan Securities LLC ING Financial Markets LLC MUFG Securities Americas Inc. Wells Fargo Securities, LLC Dated as of November 23, 2021 REGISTRATION RIGHTS AGREEMENT

Exhibit 4.4 REGISTRATION RIGHTS AGREEMENT by and among Barings BDC, Inc., J.P. Morgan Securities LLC ING Financial Markets LLC MUFG Securities Americas Inc. and Wells Fargo Securities, LLC Dated as of November 23, 2021 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this ?Agreement?) is made and entered into as of September 30, 2021, by and among Barings BDC, Inc., a Maryland cor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 18, 2021 Barings BDC, In

425 1 brhc10030968425.htm 425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 18, 2021 Barings BDC, Inc. (Exact name of registrant as specified in its charter) Maryland 814-00733 06-1798488 (State or Other Jurisdiction of

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

8-K 1 a8-knotesissuance20211118.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 18, 2021 Barings BDC, Inc. (Exact name of registrant as specified in its charter) Maryland 814-00733 06-1798488 (State or Other Jurisd

BARINGS BDC, INC. PRICES PUBLIC OFFERING OF $350.0 MILLION 3.300% UNSECURED NOTES DUE 2026

Exhibit 99.1 BARINGS BDC, INC. PRICES PUBLIC OFFERING OF $350.0 MILLION 3.300% UNSECURED NOTES DUE 2026 CHARLOTTE, N.C., November 18, 2021 - Barings BDC, Inc. (NYSE: BBDC) (?Barings BDC? or the ?Company?) today announced that it has priced $350,000,000 in aggregate principal amount of its 3.300% unsecured notes due 2026 (the ?2026 Notes?) private placements to persons reasonably believed to be qua

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 18, 2021 Barings BDC, Inc. (Exact name of registrant as specified in its charter) Maryland 814-00733 06-1798488 (State or Other Jurisdiction of Incorporation) (Commission Fil

BARINGS BDC, INC. REPORTS THIRD QUARTER 2021 RESULTS AND ANNOUNCES INCREASED QUARTERLY CASH DIVIDEND OF $0.22 PER SHARE

EX-99.1 2 exhibit99120211110earnings.htm EX-99.1 Exhibit 99.1 BARINGS BDC, INC. REPORTS THIRD QUARTER 2021 RESULTS AND ANNOUNCES INCREASED QUARTERLY CASH DIVIDEND OF $0.22 PER SHARE CHARLOTTE, N.C., November 9, 2021 - Barings BDC, Inc. (NYSE: BBDC) ("Barings BDC" or the "Company") today reported its financial and operating results for the third quarter of 2021 and announced that the Company's Boar

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 814-00733 Baring

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 earnings8-k20211110.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 9, 2021 Barings BDC, Inc. (Exact name of registrant as specified in its charter) Maryland 814-00733 06-1798488 (State or Other Jurisdiction

EX-17.(A)

Exhibit 17(a)

[Goodwin Procter LLP Letterhead] October 29, 2021

Exhibit 12 [Goodwin Procter LLP Letterhead] October 29, 2021 Barings BDC, Inc. 300 South Tryon Street, Suite 2500 Charlotte, North Carolina 28202 Re: Mergers pursuant to Agreement and Plan of Merger by and among Barings BDC, Inc., Mercury Acquisition Sub, Inc., Sierra Income Corporation and Barings LLC Ladies and Gentlemen: This opinion is delivered to you in our capacity as counsel to Barings BDC

As filed with the Securities and Exchange Commission on October 29, 2021

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on October 29, 2021 Registration No.

CONSENT OF WELLS FARGO SECURITIES, LLC

Exhibit 17(c) CONSENT OF WELLS FARGO SECURITIES, LLC Barings BDC, Inc. 300 South Tryon Street Suite 2500 Charlotte, NC, 28202 Attention: Board of Directors RE: Joint Proxy Statement / Prospectus the (?Proxy Statement/Prospectus?) of Barings BDC, Inc. (?Barings BDC?) and Sierra Income Corporation, which forms part of the Registration Statement on Form N-14 of Pioneer (the ?Registration Statement?)

CONSENT OF BROADHAVEN CAPITAL PARTNERS

Exhibit 17(d) CONSENT OF BROADHAVEN CAPITAL PARTNERS We hereby consent to the inclusion of our opinion letter dated September 21, 2021, to the Special Committee of the Board of Directors of Sierra Income Corporation (the ?Company?) as an Annex E to the Joint Proxy Statement/Prospectus relating to the proposed mergers contained in the Registration Statement on Form N-14, as filed with the Securities and Exchange Commission (the ?Proxy/Registration Statement?), and to references to such opinion and the quotation or summarization of such opinion in such Proxy/Registration Statement.

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 14(b) CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the reference to our firm under the captions ?Senior Securities of Barings BDC? and ?Experts? in the Registration Statement (Form N-14) and related Prospectus of Barings BDC, Inc.

Consent of Independent Registered Public Accounting Firm

Exhibit 14(a) Consent of Independent Registered Public Accounting Firm We consent to the use of our reports dated March 23, 2021, with respect to the consolidated financial statements of Barings BDC, Inc.

[Goodwin Procter LLP Letterhead]

Exhibit 11 [Goodwin Procter LLP Letterhead] October 29, 2021 Barings BDC, Inc. 300 South Tryon Street, Suite 2500 Charlotte, NC 28202 Re: Securities Registered under Registration Statement on Form N-14 Ladies and Gentlemen: We have acted as counsel to you in connection with your filing of a Registration Statement on Form N-14 (as amended or supplemented, the ?Registration Statement?) pursuant to t

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 14(e) CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the reference to our firm under the caption ?Experts? and ?Senior Securities of Sierra? and to the use of our report dated March 19, 2021 with respect to the consolidated financial statements of Sierra Income Corporation included in its Annual Report (Form 10-K) for the year ended December, 31, 2020 incorporated by reference in the Joint Proxy Statement/Prospectus that is made a part of the Registration Statement on Form N-14 of Barings BDC, Inc.

Barings BDC, Inc. September 22, 2021

Filed by Barings BDC, Inc. (Commission File No. 814-00733) Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934, as amended Subject Company: Sierra Income Corporation. (Commission File No. 814-00924) The following is a transcript of a conference call held by Barings BDC, Inc. on September 22, 2021 at 9:00 a.m.,

Agreement and Plan of Merger, by and among the Registrant, Mercury Acquisition Sub, Inc., Sierra Income Corporation and Barings LLC, dated as of September 21, 2021 (Filed as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 22, 2021 and incorporated herein by reference).

TABLE OF CONTENTS Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER ? by and among BARINGS BDC, INC., ? MERCURY ACQUISITION SUB, INC., ? SIERRA INCOME CORPORATION, ? and ? BARINGS LLC ? Dated as of September 21, 2021 TABLE OF CONTENTS TABLE OF CONTENTS Article I THE MERGERS ? ? 2 Section 1.1 ? ? The Mergers ? ? 2 Section 1.2 ? ? The Closing ? ? 2 Section 1.3 ? ? Effective Time ? ? 2 Secti

SIERRA INCOME CORPORATION TO MERGE WITH BARINGS BDC, INC. AND COMBINED COMPANY TO BE MANAGED BY BARINGS LLC Enhances Scale, Earnings Profile and Positions the Combined Company as a Market Leading BDC

Exhibit 99.1 SIERRA INCOME CORPORATION TO MERGE WITH BARINGS BDC, INC. AND COMBINED COMPANY TO BE MANAGED BY BARINGS LLC Enhances Scale, Earnings Profile and Positions the Combined Company as a Market Leading BDC CHARLOTTE, N.C., & NEW YORK, N.Y., September 21, 2021 - Barings BDC, Inc. (NYSE: BBDC) ("Barings BDC") and Sierra Income Corporation ("Sierra") announced today that they have entered into

AGREEMENT AND PLAN OF MERGER by and among BARINGS BDC, INC., MERCURY ACQUISITION SUB, INC., SIERRA INCOME CORPORATION, BARINGS LLC Dated as of September 21, 2021

TABLE OF CONTENTS Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER ? by and among BARINGS BDC, INC., ? MERCURY ACQUISITION SUB, INC., ? SIERRA INCOME CORPORATION, ? and ? BARINGS LLC ? Dated as of September 21, 2021 TABLE OF CONTENTS TABLE OF CONTENTS Article I THE MERGERS ? ? 2 Section 1.1 ? ? The Mergers ? ? 2 Section 1.2 ? ? The Closing ? ? 2 Section 1.3 ? ? Effective Time ? ? 2 Secti

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 21, 2021 Barings BDC, Inc. (Exact name of registrant as specified in its charter) Maryland 814-00733 06-1798488 (State or Other Jurisdiction of Incorporation) (Commission Fi

SIERRA INCOME CORPORATION TO MERGE WITH BARINGS BDC, INC. AND COMBINED COMPANY TO BE MANAGED BY BARINGS LLC Enhances Scale, Earnings Profile and Positions the Combined Company as a Market Leading BDC

Exhibit 99.1 SIERRA INCOME CORPORATION TO MERGE WITH BARINGS BDC, INC. AND COMBINED COMPANY TO BE MANAGED BY BARINGS LLC Enhances Scale, Earnings Profile and Positions the Combined Company as a Market Leading BDC CHARLOTTE, N.C., & NEW YORK, N.Y., September 21, 2021 - Barings BDC, Inc. (NYSE: BBDC) ("Barings BDC") and Sierra Income Corporation ("Sierra") announced today that they have entered into

EX-99.2

Exhibit 99.2

EX-99.2

EX-99.2 4 ny20000760x1ex99-2.htm EXHIBIT 99.2 Exhibit 99.2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 21, 2021 Barings BDC, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 21, 2021 Barings BDC, Inc. (Exact name of registrant as specified in its charter) Maryland 814-00733 06-1798488 (State or Other Jurisdiction of Incorporation) (Commission Fi

Filed by: Barings BDC, Inc.

Filed by: Barings BDC, Inc. (Commission File No.: 814-00733) Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended Subject Company: Sierra Income Corporation (Commission File No.: 814-00924) Date: September 21, 2021

SIERRA INCOME CORPORATION TO MERGE WITH BARINGS BDC, INC. AND COMBINED COMPANY TO BE MANAGED BY BARINGS LLC Enhances Scale, Earnings Profile and Positions the Combined Company as a Market Leading BDC

Filed by: Barings BDC, Inc. (Commission File No.: 814-00733) Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended Subject Company: Sierra Income Corporation (Commission File No.: 814-00924) Date: September 21, 2021 SIERRA INCOME CORPORATION TO MERGE WITH BARINGS BDC, INC. AND COMBINED COMPANY T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 814-00733 Barings BDC

BARINGS BDC, INC. REPORTS SECOND QUARTER 2021 RESULTS AND ANNOUNCES INCREASED QUARTERLY CASH DIVIDEND

Exhibit 99.1 BARINGS BDC, INC. REPORTS SECOND QUARTER 2021 RESULTS AND ANNOUNCES INCREASED QUARTERLY CASH DIVIDEND CHARLOTTE, N.C., August 5, 2021 - Barings BDC, Inc. (NYSE: BBDC) ("Barings BDC" or the "Company") today reported its financial and operating results for the second quarter of 2021 and announced that the Company's Board of Directors declared a quarterly cash dividend of $0.21 per share

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 5, 2021 Barings BDC, Inc. (Exact name of registrant as specified in its charter) Maryland 814-00733 06-1798488 (State or Other Jurisdiction of Incorporation) (Commission File N

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 20, 2021 Barings BDC, Inc. (Exact name of registrant as specified in its charter) Maryland 814-00733 06-1798488 (State or Other Jurisdiction of Incorporation) (Commission File Num

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 814-00733 Barings BD

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 6, 2021 Barings BDC, Inc. (Exact name of registrant as specified in its charter) Maryland 814-00733 06-1798488 (State or Other Jurisdiction of Incorporation) (Commission File Numb

BARINGS BDC, INC. REPORTS FIRST QUARTER 2021 RESULTS AND ANNOUNCES QUARTERLY CASH DIVIDEND OF $0.20 PER SHARE

EX-99.1 2 exhibit99120210506earnings.htm EX-99.1 Exhibit 99.1 BARINGS BDC, INC. REPORTS FIRST QUARTER 2021 RESULTS AND ANNOUNCES QUARTERLY CASH DIVIDEND OF $0.20 PER SHARE CHARLOTTE, N.C., May 6, 2021 - Barings BDC, Inc. (NYSE: BBDC) ("Barings BDC" or the "Company") today reported its financial and operating results for the first quarter of 2021 and announced that the Company's Board of Directors

* * *

March 26, 2021 Via EDGAR U.S. Securities and Exchange Commission Division of Investment Management Attention: Mr. Christopher Bellacicco, Esq. 100 F Street NE Washington, D.C. 20549 RE: Barings BDC, Inc. ? Preliminary Proxy Statement on Schedule 14A filed on March 15, 2021 (File No. 814-00733) Dear Mr. Bellacicco: On behalf of Barings BDC, Inc. (the ?Company?), set forth below are the Company?s re

Schedule 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement ? Definitive Additional Materials ? Soliciting Material Pursuant to Section 240.

Report of Ernst & Young LLP on Senior Securities Table.*

Exhibit 99.2 Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders Barings BDC, Inc. We have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements of Barings BDC, Inc. (the ?Company?) as of December 31, 2016, and for the year then ended, and have expressed an unq

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 23, 2021 Barings BDC, Inc. (Exact name of registrant as specified in its charter) Maryland 814-00733 06-1798488 (State or Other Jurisdiction of Incorporation) (Commission File N

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 814-00733 Barings BDC, In

List of Subsidiaries.*

Exhibit 21.1 LIST OF SUBSIDIARIES Barings BDC Finance I, LLC, a Delaware limited liability company Barings BDC Senior Funding I, LLC, a Delaware limited liability company Barings BDC Static CLO Ltd. 2019-I, a Cayman Islands limited liability company Barings BDC Static CLO 2019-I, LLC, a Delaware limited liability company Energy Hardware Holdings, Inc., a Delaware corporation MVC Cayman, a Cayman I

BARINGS BDC, INC. REPORTS FOURTH QUARTER AND FULL YEAR 2020 RESULTS

EX-99.1 2 exhibit99120210323earnings.htm EX-99.1 Exhibit 99.1 BARINGS BDC, INC. REPORTS FOURTH QUARTER AND FULL YEAR 2020 RESULTS CHARLOTTE, N.C., March 23, 2021 - Barings BDC, Inc. (NYSE: BBDC) ("Barings BDC" or the "Company") today reported its financial and operating results for the fourth quarter and full year of 2020. Highlights Income Statement Three Months Ended December 31, 2020 Three Mont

Report of KPMG LLP on Senior Securities Table.*

EX-99.1 7 ex991seniorsecuritiestable.htm EX-99.1 Exhibit 99.1 Report of Independent Registered Public Accounting Firm on Supplemental Information To the Shareholders and Board of Directors Barings BDC, Inc.: We have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements of Barings BDC, Inc. (the Comp

Consent of Ernst & Young LL

Exhibit 99.3 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the references to our firm under the captions ?Senior Securities Table of Barings BDC, Inc.? and ?Selected Financial Data,? and to the use of our reports (a) dated February 27, 2020, with respect to the consolidated financial statements of Barings BDC, Inc. as of December 31, 2019 and for each of the two years in t

- PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement ? Definitive Additional Materials ? Soliciting Material Pursuant to Section 240.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 25, 2021 Barings BDC, Inc. (Exact name of registrant as specified in its charter) Maryland 814-00733 06-1798488 (State or Other Jurisdiction of Incorporation) (Commission Fil

Note Purchase Agreement by and between the Company and the purchasers party thereto, dated February 25, 2021 (Filed as Exhibit 10.1 to the Registrant

EX-10.1 2 exhibit101notepurchaseagre.htm EX-10.1 Exhibit 10.1 Execution Version BARINGS BDC, INC. $80,000,000 3.41% SERIES D SENIOR UNSECURED NOTES DUE FEBRUARY 26, 2026 $70,000,000 4.06% SERIES E SENIOR UNSECURED NOTES DUE FEBRUARY 26, 2028 NOTE PURCHASE AGREEMENT Dated February 25, 2021 TABLE OF CONTENTS Page SECTION 1. AUTHORIZATION OF NOTES; ADJUSTED INTEREST RATE 1 Section 1.1 Authorization o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. 2)* Bari

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. 2)* Barings BDC, Inc. (Name of Issuer) Common (Title of Class of Securities) 06759L103 (CUSIP Number) Marcus Collins RiverNorth Capital Management, LLC 325 N.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 9, 2021 Barings BDC, Inc. (Exact name of registrant as specified in its charter) Maryland 814-00733 06-1798488 (State or Other Jurisdiction of Incorporation) (Commission File

BARINGS BDC, INC. ANNOUNCES QUARTERLY CASH DIVIDEND OF $0.19 PER SHARE, REPORTS PRELIMINARY FOURTH QUARTER 2020 RESULTS AND ANNOUNCES CONFERENCE CALL TO DISCUSS FOURTH QUARTER AND FULL YEAR 2020 RESULTS

Exhibit 99.1 BARINGS BDC, INC. ANNOUNCES QUARTERLY CASH DIVIDEND OF $0.19 PER SHARE, REPORTS PRELIMINARY FOURTH QUARTER 2020 RESULTS AND ANNOUNCES CONFERENCE CALL TO DISCUSS FOURTH QUARTER AND FULL YEAR 2020 RESULTS CHARLOTTE, N.C., February 9, 2021 - Barings BDC, Inc. (NYSE: BBDC) ("Barings BDC" or the "Company") today announced that the Company's Board of Directors declared a quarterly cash divi

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Submission of Matters to a Vote of Security Holders - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 23, 2020 Barings BDC, Inc. (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 814-00733 (Commission File Number) 0

BARINGS BDC, INC. COMPLETES MERGER WITH MVC CAPITAL, INC.

EX-99.1 4 nt10018228x2ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 BARINGS BDC, INC. COMPLETES MERGER WITH MVC CAPITAL, INC. CHARLOTTE, N.C., December 23, 2020 - Barings BDC, Inc. (NYSE: BBDC) ("Barings BDC") announced today the closing of the previously announced merger with MVC Capital, Inc. ("MVC Capital"). The combined company, which will remain externally managed by Barings LLC, is expected to have m

Amended and Restated Investment Advisory Agreement, dated December 23, 2020 by and between Barings BDC, Inc. and Barings LLC (Filed as Exhibit 10.1 to the Registrant

Exhibit 10.1 AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT BETWEEN BARINGS BDC, INC. AND BARINGS LLC AGREEMENT, dated as of December 23, 2020, between Barings BDC, Inc., a Maryland corporation (the “Company”), and Barings LLC, a Delaware limited liability company (the “Adviser”). WHEREAS, the Adviser and the Company are party to that certain investment advisory agreement dated as of August 2,

s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 23, 2020 and incorporated herein by reference).

Exhibit 10.2 CREDIT SUPPORT AGREEMENT THIS CREDIT SUPPORT AGREEMENT (this “Agreement”) is dated as of December 23, 2020 and made by Barings LLC (“Barings”) in favor of Barings BDC, Inc. (“BBDC”). WITNESSTH: WHEREAS, Barings and BBDC are party to that certain amended and restated investment advisory agreement, dated as December 23, 2020, pursuant to which Barings agreed to furnish investment adviso

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

EX-14.(B) 4 nt10018228x1ex14b.htm EXHIBIT 14(B) Exhibit 14(b) CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We have issued the following reports: • Our reports dated January 14, 2020, with respect to the consolidated financial statements and internal control over financial reporting of MVC Capital, Inc. included in MVC Capital, Inc.’s Annual Report on Form 10-K for the year ended Octobe

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

EX-14.(A) 3 nt10018228x1ex14a.htm EXHIBIT 14(A) Exhibit 14(a) CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in this Registration Statement on Form N-14 filed pursuant to Rule 462(b) of the Securities Act of 1933 of the reference to our firm under the captions “Senior Securities of Barings BDC” and “Experts” and to the incorporation by referen

- FORM N-14MEF

N-14MEF 1 nt10018228x1n14mef.htm FORM N-14MEF As filed with the Securities and Exchange Commission on December 22, 2020 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-14 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Pre-Effective Amendment No. ☐ Post-Effective Amendment No.  ☐ (Check appropriate box or boxes) Barings BDC, Inc. (Exact

December 22, 2020

EX-11 2 nt10018228x1ex11.htm EXHIBIT 11 Exhibit 11 December 22, 2020 Barings BDC, Inc. 300 South Tryon Street, Suite 2500 Charlotte, North Carolina 28202 Re: Registration Statement on Form N-14 Ladies and Gentlemen: We have acted as special Maryland counsel to Barings BDC, Inc., a Maryland corporation (the “Company”) and a business development company under the Investment Company Act of 1940, as a

Merger Prospectus - 425

Filed by Barings BDC, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: MVC Capital, Inc. Commission File No. 814-00201 This communication relates to a proposed business combination involving Barings BDC, Inc. (“Barings BDC” or “BBDC”) and MVC Capital, Inc. (“MVC”), along with related proposals for

Merger Prospectus - 425

Filed by Barings BDC, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: MVC Capital, Inc. Commission File No. 814-00201 Barings BDC, Inc. and MVC Capital, Inc. Announce Anticipated Delisting and Redemption of MVC Capital’s 6.25% Senior Notes due 2022 in Connection with Previously Announced Merger 6.

Merger Prospectus - 425

Filed by Barings BDC, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: MVC Capital, Inc. Commission File No. 814-00201

BARINGS BDC, INC. 300 South Tryon Street, Suite 2500 Charlotte, NC 28202 MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT

TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-248817 BARINGS BDC, INC. 300 South Tryon Street, Suite 2500 Charlotte, NC 28202 MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT November 24, 2020 Dear Stockholder: You are cordially invited to attend the Special Meeting of Stockholders (the “Barings BDC Special Meeting”) of Barings BDC, Inc., a Maryland corporation (“Bar

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

EX-14.A 3 nt10014584x8ex14a.htm EXHIBIT 14(A) Exhibit 14(a) CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the reference to our firm under the captions “Senior Securities of Barings BDC” and “Experts” in Pre-Effective Amendment No. 3 to the Registration Statement (Form N-14 No. 333-248817) of Barings BDC, Inc., and to the incorporation by reference therein of our reports (a

Three Bryant Park

EX-12 2 nt10014584x8ex12.htm EXHIBIT 12 Exhibit 12 Three Bryant Park 1095 Avenue of the Americas New York, NY 10036-6797 +1 212 698 3500 Main +1 212 698 3599 Fax www.dechert.com November 20, 2020 Barings BDC, Inc. 300 South Tryon Street, Suite 2500 Charlotte, North Carolina 28202 Ladies and Gentlemen: You have requested our opinion as to whether the Reorganization (as defined below) will be treate

- N-14 8C/A

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on November 20, 2020 Registration No.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

EX-14.D 5 nt10014584x8ex14d.htm EXHIBIT 14(D) Exhibit 14(d) REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors and Shareholders of MVC Capital, Inc. We have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets, including the consolidated schedule of investments, of MVC Capital, In

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 14(c) CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We have issued the following reports: • Our reports dated January 14, 2020, with respect to the consolidated financial statements and internal control over financial reporting of MVC Capital, Inc.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

EX-14.D 6 nt10014584x4ex14d.htm EXHIBIT 14(D) Exhibit 14(d) REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors and Shareholders of MVC Capital, Inc. We have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets, including the consolidated schedule of investments, of MVC Capital, In

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

EX-14.C 5 nt10014584x4ex14c.htm EXHIBIT 14(C) Exhibit 14(c) CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We have issued the following reports: • Our reports dated January 14, 2020, with respect to the consolidated financial statements and internal control over financial reporting of MVC Capital, Inc. included in the Annual Report on Form 10-K for the year ended October 31, 2019, which

Report of Independent Registered Public Accounting Firm

EX-14.B 4 nt10014584x4ex14b.htm EXHIBIT 14(B) Exhibit 14(b) Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders Barings BDC, Inc. We have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements of Barings BDC, Inc. (the “Company”) as of December 31, 2016 and 2015

As filed with the Securities and Exchange Commission on November 16, 2020

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on November 16, 2020 Registration No.

Three Bryant Park

EX-12 2 nt10014584x4ex12.htm EXHIBIT 12 Exhibit 12 Three Bryant Park 1095 Avenue of the Americas New York, NY 10036-6797 +1 212 698 3500 Main +1 212 698 3599 Fax www.dechert.com [ ], 202[0] Barings BDC, Inc. 300 South Tryon Street, Suite 2500 Charlotte, North Carolina 28202 Ladies and Gentlemen: You have requested our opinion as to whether the Reorganization (as defined below) will be treated for

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

EX-14.A 3 nt10014584x4ex14a.htm EXHIBIT 14(A) Exhibit 14(a) CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the reference to our firm under the captions “Senior Securities of Barings BDC” and “Experts” and to the use of our reports (a) dated February 27, 2020, with respect to the consolidated financial statements of Barings BDC, Inc. as of December 31, 2019 and 2018 and for

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 9, 2020 Barings BDC, Inc. (Exact name of registrant as specified in its charter) Maryland 814-00733 06-1798488 (State or Other Jurisdiction of Incorporation) (Commission File

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 9, 2020 Barings BDC, Inc. (Exact name of registrant as specified in its charter) Maryland 814-00733 06-1798488 (State or Other Jurisdiction of Incorporation) (Commission File

BARINGS BDC, INC. REPORTS THIRD QUARTER 2020 RESULTS AND ANNOUNCES QUARTERLY CASH DIVIDEND OF $0.17 PER SHARE

EX-99.1 2 exhibit99120201109earn.htm EX-99.1 Exhibit 99.1 BARINGS BDC, INC. REPORTS THIRD QUARTER 2020 RESULTS AND ANNOUNCES QUARTERLY CASH DIVIDEND OF $0.17 PER SHARE CHARLOTTE, N.C., November 9, 2020 - Barings BDC, Inc. (NYSE: BBDC) ("Barings BDC" or the "Company") today reported its financial and operating results for the third quarter of 2020 and announced that the Company's Board of Directors

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe

Entry into a Material Definitive Agreement, Financial Statements and Exhibits - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 4, 2020 Barings BDC, Inc. (Exact name of registrant as specified in its charter) Maryland 814-00733 06-1798488 (State or Other Jurisdiction of Incorporation) (Commission File

Note Purchase Agreement by and between the Company and the purchasers party thereto, dated November 4, 2020 (Filed as Exhibit 10.1 to the Registrant

Exhibit 10.1 Execution Version Barings BDC, Inc. $62,500,000 4.25% Series B Senior Unsecured Notes due November 4, 2025 $112,500,000 4.75% Series C Senior Unsecured Notes due November 4, 2027 Note Purchase Agreement Dated November 4, 2020 Table of Contents Page SECTION 1. AUTHORIZATION OF NOTES; ADJUSTED INTEREST RATE 1 Section 1.1 Authorization of Notes 1 Section 1.2 Interest Rate 1 Section 1.3 D

Amendment No. 1 to August 3, 2020 Note Purchase Agreement by and between the Company and the purchasers party thereto, dated November 4, 2020 (Filed as Exhibit 10.2 to the Registrant

Exhibit 10.2 EXECUTION VERSION AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENT AMENDMENT NO. 1 TO note purchase AGREEMENT (this “Amendment”), dated as of November 4, 2020, is made by and among Barings BDC, Inc., a Maryland corporation (the “Company”), and each of the purchasers and the holders of the Notes (as defined below) (collectively, the “Holders”). W I T N E S S E T H: WHEREAS, reference is here

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

EX-14.A 3 nt10014584x2ex14a.htm EXHIBIT 14(A) Exhibit 14(a) CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the reference to our firm under the captions “Senior Securities of Barings BDC” and “Experts” and to the use of our reports (a) dated February 27, 2020, with respect to the consolidated financial statements of Barings BDC, Inc. as of December 31, 2019 and 2018 and for

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

EX-14.D 6 nt10014584x2ex14d.htm EXHIBIT 14(D) Exhibit 14(d) REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors and Shareholders of MVC Capital, Inc. We have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets, including the consolidated schedule of investments, of MVC Capital, In

EX-17.(A)

Exhibit 17(a)