Barings BDC (BBDC) sells $300M 5.200% 2028 notes and adds SOFR swap

Rhea-AI Filing Summary

Barings BDC, Inc. entered into a Third Supplemental Indenture with U.S. Bank Trust Company to issue $300.0 million aggregate principal amount of 5.200% notes due 2028. The notes mature on September 15, 2028, pay interest semi-annually on March 15 and September 15 starting March 15, 2026, and can be redeemed at par plus a make-whole premium before August 15, 2028, and at par on or after that date.

The notes are general unsecured obligations, ranking senior to subordinated debt, equal with other unsecured unsubordinated debt, effectively junior to secured debt and structurally junior to subsidiary-level obligations. The Indenture includes asset coverage and reporting covenants and requires a repurchase offer at 100% of principal plus accrued interest if a defined change of control repurchase event occurs.

The notes were issued under an effective shelf registration, and the transaction closed on September 15, 2025. Net proceeds were approximately $294.7 million, which the company intends to use to repay borrowings under its senior secured credit facility, with the ability to reborrow for general corporate purposes, including portfolio investments. In connection with the issuance, the company entered into a $300.0 million notional interest rate swap, receiving a fixed 5.200% rate and paying a compounded daily SOFR-based rate plus 2.059% through September 15, 2028.

Insights

Credit and capital structure analyst

Barings BDC refinances with $300M 5.200% notes and a matching swap, reshaping its debt profile.

Barings BDC, Inc. issued $300.0 million of 5.200% notes due 2028 under its shelf registration and used approximately $294.7 million of net proceeds to repay borrowings on its senior secured credit facility. This shifts a portion of funding from secured, floating-rate bank debt to unsecured, fixed-rate term debt that matures on September 15, 2028.

The notes rank as general unsecured obligations, senior to subordinated debt but effectively junior to secured borrowings and structurally junior to subsidiary-level obligations. Covenants tie the company to Investment Company Act asset coverage levels and require a repurchase offer at 100% of principal plus accrued interest if a change of control repurchase event, as defined in the Indenture, occurs, which adds investor protections that can influence future financing flexibility.

To manage interest-rate exposure, the company entered into a $300.0 million notional interest rate swap that runs to September 15, 2028, receiving a fixed 5.200% and paying a compounded daily SOFR-based rate plus 2.059%. This combination of fixed-rate notes and a swap links funding costs to short-term rates via SOFR while maintaining the notes’ fixed coupon to investors; the overall cost will depend on SOFR levels over the swap term.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 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 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

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 →

0001379785FALSE00013797852025-09-152025-09-15

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 15, 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 15, 2025, Barings BDC, Inc. (the “Company”) and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), entered into a Third Supplemental Indenture, dated September 15, 2025, to the indenture between the Company and the Trustee, dated November 23, 2021 (the “Base Indenture” and, together with the Third Supplemental Indenture, the “Indenture”). The Third Supplemental Indenture relates to the Company’s issuance of $300.0 million aggregate principal amount of its 5.200% notes due 2028 (the “Notes”).

The Notes will mature on September 15, 2028 and may be redeemed in whole or in part at the Company’s option at any time or from time to time prior to August 15, 2028 at par value plus a “make-whole” premium calculated in accordance with the terms under “optional redemption” in the Indenture and at par value on August 15, 2028 or thereafter. The Notes bear interest at a rate of 5.200% per year payable semi-annually on March 15 and September 15 of each year, commencing on March 15, 2026. The Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.

The Indenture contains certain covenants, including covenants requiring the Company to comply with the asset coverage requirements of Section 18(a)(1)(A) as modified by Section 61(a)(1) and (2) of the Investment Company Act of 1940, as amended, whether or not it is subject to those requirements (but giving effect to exemptive relief granted to the Company by the Securities and Exchange Commission (the “SEC”)), and to provide financial information to the holders of the Notes and the Trustee if the Company is no longer subject to the reporting requirements under the Securities Exchange Act of 1934, as amended. These covenants are subject to important limitations and exceptions that are described in the Indenture.

In addition, on the occurrence of a “change of control repurchase event,” as defined in the Indenture, the Company may be required by the holders of the Notes to make an offer to purchase the outstanding Notes at a price equal to 100% of the principal amount of such Notes plus accrued and unpaid interest to the repurchase date.

The Notes were offered and sold in an offering registered under the Securities Act of 1933, as amended, pursuant to the Company’s effective shelf registration statement on Form N-2 (Registration No. 333-282335) previously filed with the SEC, as supplemented by a preliminary prospectus supplement, dated September 8, 2025, and a final prospectus supplement, dated September 8, 2025. The transaction closed and the Notes were delivered and paid for on September 15, 2025. The net proceeds to the Company were approximately $294.7 million, after deducting the underwriting discounts and estimated offering expenses payable by the Company.

The Company intends to use the net proceeds to repay indebtedness under its senior secured credit facility initially entered into in February 2019, as amended, restated and otherwise modified from time to time. The Company may reborrow under its credit facilities for general corporate purposes, which include investing in portfolio companies in accordance with its investment objective.

The foregoing descriptions of the Indenture and the Notes do not purport to be complete and are qualified in their entirety by reference to (i) the full text of the Third Supplemental Indenture and the accompanying Form of 5.200% Notes due 2028, which are filed with this Current Report on Form 8-K as Exhibits 4.1 and 4.2, respectively, and incorporated herein by reference, and (ii) the full text of the Base Indenture, a form of which is filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on November 24, 2021, which is incorporated herein by reference.

In connection with the issuance of the Notes, the Company entered into a $300.0 million notional value interest rate swap. The Company receives a fixed interest rate of 5.200% per annum paid semi-annually and pays semi-annually based on a compounded daily rate of SOFR plus 2.059%. The swap transaction matures on September 15, 2028.

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 2.03.    Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information required by Item 2.03 contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 9.01.    Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.						Description
4.1						Third Supplemental Indenture, dated as of September 15, 2025, relating to the 5.200% Notes due 2028, by and between the Company and U.S. Bank Trust Company, National Association, as trustee
4.2						Form of 5.200% Notes due 2028 (contained in the Third Supplemental Indenture incorporated by reference to Exhibit 4.1 hereto)
5.1						Opinion of Dechert LLP, dated September 15, 2025
23.1						Consent of Dechert LLP (included in Exhibit 5.1)
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 15, 2025

By:

/s/    Elizabeth A. Murray

Elizabeth A. Murray

Chief Financial Officer and

Chief Operating Officer

FAQ

What did Barings BDC, Inc. (BBDC) announce in this 8-K?

Barings BDC, Inc. disclosed it entered into a Third Supplemental Indenture and issued $300.0 million aggregate principal amount of 5.200% notes due 2028, along with a related interest rate swap and the planned use of net proceeds to repay borrowings under its senior secured credit facility.

What are the key terms of Barings BDC (BBDC) 5.200% notes due 2028?

The notes have an aggregate principal amount of $300.0 million, a fixed interest rate of 5.200% per year, and mature on September 15, 2028. Interest is payable semi-annually on March 15 and September 15, starting March 15, 2026. They may be redeemed at par plus a make-whole premium before August 15, 2028 and at par on or after that date.

How will Barings BDC (BBDC) use the net proceeds from the notes offering?

Net proceeds of approximately $294.7 million, after underwriting discounts and estimated offering expenses, are intended to be used to repay indebtedness under the company’s senior secured credit facility. The company may later reborrow under its credit facilities for general corporate purposes, including investing in portfolio companies.

How do the new notes rank in Barings BDC’s capital structure?

The notes are general unsecured obligations. They rank senior in right of payment to existing and future indebtedness expressly subordinated to them, rank pari passu with existing and future unsecured unsubordinated indebtedness, are effectively junior to secured indebtedness to the extent of the value of the collateral, and are structurally junior to indebtedness and other obligations of subsidiaries and financing vehicles.

What covenants and investor protections are included in Barings BDC (BBDC) Indenture for these notes?

The Indenture includes covenants requiring Barings BDC to comply with specified asset coverage requirements under the Investment Company Act, giving effect to SEC exemptive relief, and to provide financial information to noteholders and the trustee if it ceases to be subject to Exchange Act reporting. It also requires an offer to repurchase notes at 100% of principal plus accrued and unpaid interest if a defined change of control repurchase event occurs.

What are the terms of the interest rate swap entered into by Barings BDC (BBDC)?

In connection with the note issuance, Barings BDC entered into a $300.0 million notional interest rate swap maturing on September 15, 2028. Under the swap, the company receives a fixed 5.200% interest rate paid semi-annually and pays semi-annually based on a compounded daily SOFR rate plus 2.059%.

Under what registration did Barings BDC (BBDC) offer these notes?

The notes were offered and sold in a registered offering under Barings BDC’s effective shelf registration statement on Form N-2 (Registration No. 333-282335), as supplemented by a preliminary prospectus supplement dated September 8, 2025 and a final prospectus supplement dated the same date.