Barings BDC (BBDC) prices $300 million 5.200% senior unsecured notes due 2028

Rhea-AI Filing Summary

Barings BDC, Inc. entered into an underwriting agreement on September 8, 2025 for the issuance and sale of $300 million aggregate principal amount of its 5.200% senior, unsecured notes due 2028. The agreement is among the company, Barings LLC, and a syndicate of underwriters led by J.P. Morgan Securities LLC, ING Financial Markets LLC, MUFG Securities Americas Inc. and SMBC Nikko Securities America, Inc.

The notes are being offered under Barings BDC’s effective shelf registration statement on Form N-2, using a preliminary and final prospectus supplement each dated September 8, 2025. The underwriting agreement includes customary representations, warranties, covenants, and indemnification and contribution provisions for the company, Barings LLC, and the underwriters.

Insights

Credit & Capital Structure Analyst

Barings BDC raises $300M via 5.200% unsecured notes due 2028.

Barings BDC, Inc. has arranged a $300 million issuance of 5.200% senior, unsecured notes due 2028 through a syndicated underwriting group. Senior unsecured notes sit above equity but below secured debt in the capital structure, so this deal adds fixed-rate funding without pledging specific collateral.

The transaction is executed off an existing Form N-2 shelf, using a preliminary and final prospectus supplement both dated September 8, 2025. The underwriting agreement contains customary covenants, representations, and indemnification provisions for the company, Barings LLC, and the underwriters, which is typical for an investment-grade style debt offering.

Going forward, the key considerations will relate to how this additional $300 million of senior unsecured borrowing fits alongside Barings BDC’s existing liabilities and asset coverage metrics, which will be detailed in subsequent periodic reports.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

0001379785FALSE00013797852025-09-112025-09-11

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 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 Number)

(IRS Employer Identification No.)

300 South Tryon Street, Suite 2500 Charlotte, North Carolina

28202

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (704) 805-7200

N/A

(Former name or former address, if changed since last report.)

_________________________________________________________

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class			Trading Symbol			Name of Each Exchange on Which Registered
Common Stock, par value $0.001 per share			BBDC			The New York Stock Exchange

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01.    Entry into a Material Definitive Agreement.    

On September 8, 2025, Barings BDC, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) among the Company, Barings LLC, and J.P. Morgan Securities LLC, ING Financial Markets LLC, MUFG Securities Americas Inc. and SMBC Nikko Securities America, Inc., as representatives of the several underwriters named in Schedule A thereto, in connection with the issuance and sale of $300 million in aggregate principal amount (the “Offering”) of the Company’s 5.200% senior, unsecured notes due 2028 (the “Notes”).

The Underwriting Agreement includes customary representations, warranties, and covenants by the Company and Barings LLC. It also provides for customary indemnification by each of the Company, Barings LLC, and the underwriters against certain liabilities and customary contribution provisions in respect of those liabilities.

The Offering was made pursuant to the Company’s effective shelf registration statement on Form N-2 (Registration No. 333-282335) previously filed with the Securities and Exchange Commission, as supplemented by a preliminary prospectus supplement dated September 8, 2025 and a final prospectus supplement dated September 8, 2025.

The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement filed with this report as Exhibit 1.1 and which is incorporated herein by reference.

This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

Item 9.01.    Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.						Description
1.1						Underwriting Agreement, dated September 8, 2025, among the Company, Barings LLC, and J.P. Morgan Securities LLC, ING Financial Markets LLC, MUFG Securities Americas Inc. and SMBC Nikko Securities America, Inc., as representatives of the several underwriters named in Schedule A thereto.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Barings BDC, Inc.

Date: September 11, 2025

By:

/s/    Elizabeth A. Murray

Elizabeth A. Murray

Chief Financial Officer and

Chief Operating Officer

FAQ

What financing transaction did Barings BDC (BBDC) announce in this 8-K?

Barings BDC, Inc. entered into an underwriting agreement for the issuance and sale of $300 million aggregate principal amount of its 5.200% senior, unsecured notes due 2028.

What are the key terms of Barings BDC (BBDC) new notes?

The company is issuing 5.200% senior, unsecured notes due 2028 with an aggregate principal amount of $300 million.

Which underwriters are involved in Barings BDC (BBDC) $300 million notes offering?

The underwriting agreement is with J.P. Morgan Securities LLC, ING Financial Markets LLC, MUFG Securities Americas Inc. and SMBC Nikko Securities America, Inc., as representatives of the several underwriters.

Under what registration statement is Barings BDC (BBDC) offering the 2028 notes?

The offering is being made under Barings BDC’s effective shelf registration statement on Form N-2 (Registration No. 333-282335), using a preliminary and final prospectus supplement dated September 8, 2025.

Does the underwriting agreement for Barings BDC (BBDC) include indemnification provisions?

Yes. The underwriting agreement includes customary indemnification by the company, Barings LLC, and the underwriters against certain liabilities, along with customary contribution provisions.

Is this Barings BDC (BBDC) 8-K an offer to sell the notes?

No. The filing states that it does not constitute an offer to sell or a solicitation of an offer to buy the securities in any jurisdiction where such actions would be unlawful.