Barings BDC Inc美股招股说明书(2025-09-10版)

$300,000,0005.200% Notes due 2028 We are offering $300,000,000 in aggregate principal amount of 5.200% notes due 2028, which we refer to as the Notes. The Notes willmature on September 15, 2028. We will pay interest on the Notes on March 15 and September 15 of each year, beginning on March 15, 2026. We may redeem the Notes in whole or in part at any time or from time to time, at the redemption price set forth under the caption“Description of the Notes—Optional Redemption” in this prospectus supplement. In addition, holders of the Notes can require us to repurchasesome or all of the Notes at a purchase price equal to 100% of their principal amount, plus accrued and unpaid interest to, but not including, therepurchase date upon the occurrence of a “Change of Control Repurchase Event” (as defined herein). The Notes will be issued in minimumdenominations of $2,000 and integral multiples of $1,000 in excess thereof. The Notes will be our direct unsecured obligations and rankpari passuwith our existing and future unsecured indebtedness but will ranksenior to our future indebtedness that is expressly subordinated in right of payment to the Notes issued by Barings BDC, Inc. The Notes will rankeffectively junior to any of our secured indebtedness (including unsecured indebtedness that we later secure) to the extent of the value of theassets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by oursubsidiaries, financing vehicles or similar facilities. See “Summary of the Offering — Ranking of Notes.” Investing in our securities involves a high degree of risk, including credit risk and the risk of the use of leverage, and is highlyspeculative. The securities in which we invest will generally not be rated by any rating agency, and if they are rated, they will be belowinvestment grade. These securities, which may be referred to as “junk,” have predominantly speculative characteristics with respect tothe issuer’s capacity to pay interest and repay principal. We are a closed-end, non-diversified investment company that has elected to be regulated as a business development company, or BDC,under the Investment Company Act of 1940, as amended, or 1940 Act. We have elected for federal income tax purposes to be treated, and intendto qualify annually, as a regulated investment company, or RIC, under the Internal Revenue Code of 1986, as amended, or the Code. We are externally managed by our investment adviser, Barings LLC, or Barings. Our investment objective is to generate current incomeprimarily by investing directly in privately-held middle-market companies to help these companies fund acquisitions, growth or refinancing.These companies tend to be privately owned, often by a private equity sponsor, and are companies that typically generate annual earnings beforeinterest, taxes, depreciation and amortization, as adjusted, or Adjusted EBITDA, of $15.0million to $75.0million. While we focus ourinvestments in private middle-market companies, we seek to invest across various industries and in both United States-based and foreign-basedcompanies. Barings monitors our investment portfolio to ensure we have acceptable industry balance, using industry and market metrics as keyindicators. To a lesser extent, we will invest opportunistically in assets such as, without limitation, equity, special situations, structured credit (e.g.,private asset-backed securities), syndicated loan opportunities, high yield investments and/or mortgage securities. Investing in the Notes involves a high degree of risk and should be considered highly speculative. Before investing in the Notes, youshould review carefully the risks and uncertainties, including the risk of leverage, described in the sections titled “Supplementary RiskFactors” beginning on page S-11of this prospectus supplement, “Risk Factors” beginning on page12of the accompanying prospectusand in our most recently filed Annual Report on Form10-K and subsequent filings with the Securities and Exchange Commission, orSEC, as well as under similar headings in the other documents that are filed on or after the date hereof and incorporated by referenceinto this prospectus supplement and the accompanying prospectus. This prospectus supplement and the accompanying prospectus contain important information about us that a prospective investor shouldknow before investing in the Notes. We may also authorize one or more free writing prospectuses to be provided to you in connection with thisoffering. You should carefully read this prospectus supplement, the accompanying prospectus, any related free writing prospectus, and anyinformation incorporated by reference in each, before investing in the Notes and keep them for future reference. We file annual, quarterly andcurrent reports, proxy statements and other information with the SEC. This information is available by written or oral request and free of chargeby contacti