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N-2 - USD ($) |  |  |  |  |  | 3 Months Ended |
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Apr. 24, 2024 | Dec. 31, 2023 | Sep. 30, 2023 | Jul. 13, 2023 | Mar. 31, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Oct. 01, 2023
Cover [Abstract] |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Entity Central Index Key | 0001379785 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Amendment Flag | false |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Document Type | 424B2 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Entity Registrant Name | Barings BDC, Inc. |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Fee Table [Abstract] |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Shareholder Transaction Expenses [Table Text Block] |
Stockholder transaction expenses (as a percentage of offering price): | ​ | ​ |
Sales load | ​ | ​ | —(1)
Offering expenses | ​ | ​ | —(2)
Dividend reinvestment plan expenses | ​ | ​ | None(3)
Total stockholder transaction expenses | ​ | ​ | —%
(1) | In the event that the securities to which this prospectus relates are sold to or through underwriters or agents, a corresponding prospectus supplement will disclose the applicable sales load.
(2) | The prospectus supplement corresponding to each offering will disclose the estimated amount of offering expenses, the offering price and the offering expenses borne by us as a percentage of the offering price.
(3) | The estimated expenses associated with the administration of the dividend reinvestment plan are included in “Other expenses.” For additional information, see “Dividend Reinvestment Plan.”
Sales Load [Percent] | 0.00% |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Dividend Reinvestment and Cash Purchase Fees | $ 0 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Other Transaction Expenses [Abstract] |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Other Transaction Expense 1 [Percent] | 0.00% |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Other Transaction Expenses [Percent] | 0.00% |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Annual Expenses [Table Text Block] |
Annual expenses (as a percentage of net assets attributable to common stock):(4) | ​ | ​ |
Base management fee | ​ | ​ | 2.6%(5)
Incentive fees payable under the Advisory Agreement | ​ | ​ | 3.2%(6)
Interest payments on borrowed funds | ​ | ​ | 6.3%(7)
Other expenses | ​ | ​ | 0.9%(8)
Acquired fund fees and expenses | ​ | ​ | —(9)
Total annual expenses | ​ | ​ | 13.0%
(4) | Net assets attributable to common stock equals net assets as of March 31, 2023.
(5) | Pursuant to the Advisory Agreement, the base management fee is 1.25% of our average gross assets, including our credit support agreements and assets purchased with borrowed funds or other forms of leverage, but excluding cash and cash equivalents, at the end of the two most recently completed calendar quarters prior to the quarter for which such fees are being calculated. The fee table above shows the base management fee as a percentage of net assets as required by the SEC. See “Management Agreements.”
(6) | Our incentive fee consists of two parts: (1) a portion based on our pre-incentive fee net investment income (the “Income-Based Fee”) and (2) a portion based on the net capital gains received on our portfolio of securities on a cumulative basis for each calendar year, net of all realized capital losses and all unrealized capital depreciation for that same calendar year (the “Capital Gains Fee”).
i. | The Income-Based Fee is determined and paid quarterly in arrears based on the amount by which (x) the aggregate “Pre-Incentive Fee Net Investment Income” (as defined below) in respect of the current calendar quarter and the eleven preceding calendar quarters beginning with the calendar quarter that commences on or after January 1, 2021, as the case may be (or the appropriate portion thereof in the case of any of the Company’s first eleven calendar quarters that commences on or after January 1, 2021) (in either case, the “Trailing Twelve Quarters”) exceeds (y) the Hurdle Amount (as defined below) in respect of the Trailing Twelve Quarters. The Hurdle Amount will be determined on a quarterly basis, and will be calculated by multiplying 2.0625% (8.25% annualized) by the aggregate of our NAV at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. For this purpose, “Pre-Incentive Fee Net Investment Income” means interest income, dividend income and any other income (including, without limitation, any accrued income that we have not yet received in cash and any other fees such as commitment, origination, structuring, diligence and consulting fees or other fees that we receive from portfolio companies) accrued during the calendar quarter, minus our operating expenses accrued during the calendar quarter (including, without limitation, the base management fee, administration expenses and any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding the Income-Based Fee and the Capital Gains Fee). For the avoidance of doubt, Pre-Incentive Fee Net Investment Income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation.
The calculation of the Income-Based Fee for each quarter is as follows:
A. | No Income-Based Fee will be payable to Barings in any calendar quarter in which our aggregate Pre-Incentive Fee Net Investment Income for the Trailing Twelve Quarters does not exceed the Hurdle Amount;
B. | 100% of our aggregate Pre-Incentive Fee Net Investment Income for the Trailing Twelve Quarters, if any, that exceeds the Hurdle Amount but is less than or equal to an amount (the “Catch-Up Amount”) determined on a quarterly basis by multiplying 2.578125% (10.3125% annualized) by the aggregate of our NAV at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The Catch-Up Amount is intended to provide Barings with an incentive fee of 20% on all of our Pre-Incentive Fee Net Investment Income when our Pre-Incentive Fee Net Investment Income reaches the Catch-Up Amount for the Trailing Twelve Quarters; and
C. | For any quarter in which our aggregate Pre-Incentive Fee Net Investment Income for the Trailing Twelve Quarters exceeds the Catch-Up Amount, the Income-Based Fee shall equal 20% of the amount of our aggregate Pre-Incentive Fee Net Investment Income for such Trailing Twelve Quarters, as the Hurdle Amount and Catch-Up Amount will have been achieved.
Subject to the Incentive Fee Cap described below, the amount of the Income-Based Fee that will be paid to Barings for a particular quarter equals the excess of the aggregate Income-Based Fee so calculated less the aggregate Income-Based Fees that were paid to Barings in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters. The Income-Based Fee is subject to a cap (the “Incentive Fee Cap”). The Incentive Fee Cap in any quarter is an amount equal to (a) 20% of the Cumulative Pre-Incentive Fee Net Return (as defined below) during the relevant Trailing Twelve Quarters less (b) the aggregate Income-Based Fee that were paid to Barings in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters. For this purpose, “Cumulative Pre-Incentive Fee Net Return” during the relevant Trailing Twelve Quarters means (x) Pre-Incentive Fee Net Investment Income in respect of the Trailing Twelve Quarters less (y) any Net Capital Loss, if any, in respect of the Trailing Twelve Quarters. If, in any quarter, the Incentive Fee Cap is zero or a negative value, we will pay no Income-Based Fee to Barings in that quarter. If, in any quarter, the Incentive Fee Cap is a positive value but is less than the Income-Based Fee calculated in accordance with paragraph (i) above, we will pay Barings the Incentive Fee Cap for such quarter. If, in any quarter, the Incentive Fee Cap is equal to or greater than the Income-Based Fee calculated in accordance with paragraph (i) above, we will pay Barings the Income-Based Fee for such quarter. “Net Capital Loss” in respect of a particular period means the difference, if positive, between (i) aggregate capital losses on our assets, whether realized or unrealized, in such period and (ii) aggregate capital gains or other gains on our assets (including, for the avoidance of doubt, the value ascribed to any credit support arrangement in our financial statements even if such value is not categorized as a gain therein), whether realized or unrealized, in such period.
ii. | The Capital Gains Fee is determined and payable in arrears as of the end of each calendar year (or upon termination of the Advisory Agreement), commencing with the calendar year ended on December 31, 2018, and is calculated at the end of each applicable year by subtracting (A) the sum of our cumulative aggregate realized capital losses and aggregate unrealized capital depreciation from (B) our cumulative aggregate realized capital gains, in each case calculated from August 2, 2018. If such amount is positive at the end of such year, then the Capital Gains Fee payable for such year is equal to 20% of such amount, less the cumulative aggregate amount of Capital Gains Fees paid in all prior years commencing with the calendar year ended on December 31, 2018. If such amount is negative, then there is no Capital Gains Fee payable for such year. If the Advisory Agreement is terminated as of a date that is not a calendar year end, the termination date will be treated as though it were a calendar year end for purposes of calculating and paying a Capital Gains Fee.
Under the Advisory Agreement, the “cumulative aggregate realized capital gains” are calculated as the sum of the differences, if positive, between (a) the net sales price of each investment in our portfolio when sold and (b) the accreted or amortized cost basis of such investment. The cumulative aggregate realized capital losses are calculated as the sum of the differences, if negative, between (a) the net sales price of each investment in our portfolio when sold and (b) the accreted or amortized cost basis of such investment. The aggregate unrealized capital depreciation is calculated as the sum of the differences, if negative, between (a) the valuation of each investment in our portfolio as of the applicable Capital Gains Fee calculation date and (b) the accreted or amortized cost basis of such investment. Under the Advisory Agreement, the “accreted or amortized cost basis of an investment” means the accreted or amortized cost basis of such investment as reflected in our financial statements. See “Management Agreements.”
(7) | Interest payments on borrowed funds represents an estimate of our annualized interest expense based on our total borrowings as of March 31, 2023. At March 31, 2023, the weighted average effective interest rate for total outstanding debt was 5.07%. We may borrow additional funds from time to time to make investments to the extent we determine that the economic situation is conducive to doing so. We may also issue preferred stock, subject to our compliance with applicable requirements under the 1940 Act.
(8) | “Other expenses” include expenses incurred under the Administration Agreement between us and Barings, Board fees, directors and officers insurance costs, as well as legal and accounting expenses. The percentage presented in the table reflects actual amounts incurred during the three months ended March 31, 2023 on an annualized basis. See “Management Agreements.”
(9) | Our stockholders indirectly bear the expenses of underlying funds or other investment vehicles in which we invest.
Management Fees [Percent] | 2.60% |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Interest Expenses on Borrowings [Percent] | 6.30% |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Incentive Fees [Percent] | 3.20% |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Other Master Fund Expenses [Percent] | 0.90% |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Acquired Fund Fees and Expenses [Percent] | 0.00% |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Other Annual Expenses [Abstract] |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Total Annual Expenses [Percent] | 13.00% |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Expense Example [Table Text Block] | Example The following example demonstrates the projected dollar amount of total cumulative expenses that would be incurred over various periods with respect to a hypothetical investment in our common stock. In calculating the following expense amounts, we have assumed that the Company would have no additional leverage and that its annual operating expenses would remain at the levels set forth in the tables above.
| ​ | ​ | 1 year | ​ | ​ | 3 years | ​ | ​ | 5 years | ​ | ​ | 10 years
You would pay the following expenses on a $1,000 common stock investment, assuming a 5% annual return (assumes no return from net realized capital gains or net unrealized capital appreciation) | ​ | ​ | $98 | ​ | ​ | $280 | ​ | ​ | $447 | ​ | ​ | $808
You would pay the following expenses on a $1,000 common stock investment, assuming a 5% annual return resulting entirely from net realized capital gains (and thus subject to the Capital Gains Fee) | ​ | ​ | $108 | ​ | ​ | $306 | ​ | ​ | $481 | ​ | ​ | $838
The foregoing tables are to assist you in understanding the various costs and expenses that an investor in our common stock will bear directly or indirectly. While the example assumes, as required by the SEC, a 5% annual return, our performance will vary and may result in a return greater or less than 5%. The incentive fee under the Advisory Agreement, assuming a 5% annual return, would either not be payable or have an immaterial impact on the expense amounts shown above in the example where there is no return from net realized capital gains, and thus are not included in such example. Under the Advisory Agreement, no incentive fee would be payable if we have a 5% annual return with no capital gains, however, there would be incentive fees payable in the example where the entire return is derived from realized capital gains. If sufficient returns are achieved on investments, including through the realization of capital gains, to trigger an incentive fee of a material amount, expenses, and returns to investors, would be higher. The example assumes that all dividends and other distributions are reinvested at NAV. Under certain circumstances, reinvestment of dividends and other distributions under the relevant dividend reinvestment plan may occur at a price per share that differs from NAV. See “Dividend Reinvestment Plan” for additional information regarding our dividend investment plan. This example should not be considered a representation of our future expenses, and actual expenses (including the cost of debt, if any, and other expenses) may be greater or less than those shown. |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Purpose of Fee Table , Note [Text Block] | The following table is intended to assist you in understanding the fees and expenses that an investor in this offering will bear directly or indirectly. We caution you that some of the percentages indicated in the table below are estimates and may vary. The expenses shown in the table under “annual expenses” are based on estimated amounts for our current fiscal year. The following table should not be considered a representation of our future expenses. Actual expenses may be greater or less than shown. Except where the context suggests otherwise, whenever this prospectus contains a reference to fees or expenses paid by “you,” “us” or “the Company,” or that “we” will pay fees or expenses, our stockholders will indirectly bear such fees or expenses as our investors. |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Basis of Transaction Fees, Note [Text Block] | as a percentage of offering price |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Other Transaction Fees, Note [Text Block] | The prospectus supplement corresponding to each offering will disclose the estimated amount of offering expenses, the offering price and the offering expenses borne by us as a percentage of the offering price. |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Other Expenses, Note [Text Block] | “Other expenses” include expenses incurred under the Administration Agreement between us and Barings, Board fees, directors and officers insurance costs, as well as legal and accounting expenses. The percentage presented in the table reflects actual amounts incurred during the three months ended March 31, 2023 on an annualized basis. See “Management Agreements.” |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Management Fee not based on Net Assets, Note [Text Block] | Pursuant to the Advisory Agreement, the base management fee is 1.25% of our average gross assets, including our credit support agreements and assets purchased with borrowed funds or other forms of leverage, but excluding cash and cash equivalents, at the end of the two most recently completed calendar quarters prior to the quarter for which such fees are being calculated. |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Acquired Fund Fees and Expenses, Note [Text Block] | Our stockholders indirectly bear the expenses of underlying funds or other investment vehicles in which we invest. |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Financial Highlights [Abstract] |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Senior Securities [Table Text Block] |
Class and Year | ​ | ​ | Total Amount Outstanding Exclusive of Treasury Securities(1) | ​ | ​ | Asset Coverage per Unit(2) | ​ | ​ | Involuntary Liquidating Preference per Unit(3) | ​ | ​ | Average Market Value per Unit(4)
February 2019 Credit Facility | ​ | ​ |  | ​ | ​ |  | ​ | ​ |  | ​ | ​ |
March 31, 2023 (unaudited) | ​ | ​ | 769,112 | ​ | ​ | 1,808 | ​ | ​ | — | ​ | ​ | N/A
August 2025 Notes | ​ | ​ |  | ​ | ​ |  | ​ | ​ |  | ​ | ​ |
March 31, 2023 (unaudited) | ​ | ​ | 50,000 | ​ | ​ | 1,808 | ​ | ​ | — | ​ | ​ | N/A
Series B Notes | ​ | ​ |  | ​ | ​ |  | ​ | ​ |  | ​ | ​ |
March 31, 2023 (unaudited) | ​ | ​ | 62,500 | ​ | ​ | 1,808 | ​ | ​ | — | ​ | ​ | N/A
Series C Notes | ​ | ​ |  | ​ | ​ |  | ​ | ​ |  | ​ | ​ |
March 31, 2023 (unaudited) | ​ | ​ | 112,500 | ​ | ​ | 1,808 | ​ | ​ | — | ​ | ​ | N/A
Series D Notes | ​ | ​ |  | ​ | ​ |  | ​ | ​ |  | ​ | ​ |
March 31, 2023 (unaudited) | ​ | ​ | 80,000 | ​ | ​ | 1,808 | ​ | ​ | — | ​ | ​ | N/A
Series E Notes | ​ | ​ |  | ​ | ​ |  | ​ | ​ |  | ​ | ​ |
March 31, 2023 (unaudited) | ​ | ​ | 70,000 | ​ | ​ | 1,808 | ​ | ​ | — | ​ | ​ | N/A
November 2026 Notes | ​ | ​ |  | ​ | ​ |  | ​ | ​ |  | ​ | ​ |
March 31, 2023 (unaudited) | ​ | ​ | 350,000 | ​ | ​ | 1,808 | ​ | ​ | — | ​ | ​ | N/A
Total Senior Securities | ​ | ​ |  | ​ | ​ |  | ​ | ​ |  | ​ | ​ |
March 31, 2023 (unaudited) | ​ | ​ | 1,494,112 | ​ | ​ | 1,808 | ​ | ​ | — | ​ | ​ | N/A
| ​ | ​ | Total Amount Outstanding Exclusive of Treasury Securities(1) | ​ | ​ | Asset Coverage per Unit(2) | ​ | ​ | Involuntary Liquidating Preference per Unit(3) | ​ | ​ | Average Market Value per Unit(4)
| ​ | ​ | (dollars in thousands) | ​ | ​ |  | ​ | ​ |  | ​ | ​ |
February 2019 Credit Facility | ​ | ​ |  | ​ | ​ |  | ​ | ​ |  | ​ | ​ |
2023 (as of September 30, 2023, unaudited) | ​ | ​ | $796,126 | ​ | ​ | $1,782 | ​ | ​ | — | ​ | ​ | N/A
August 2025 Notes | ​ | ​ |  | ​ | ​ |  | ​ | ​ |  | ​ | ​ |
2023 (as of September 30, 2023, unaudited) | ​ | ​ | $50,000 | ​ | ​ | $1,782 | ​ | ​ | — | ​ | ​ | N/A
Series B Notes | ​ | ​ |  | ​ | ​ |  | ​ | ​ |  | ​ | ​ |
2023 (as of September 30, 2023, unaudited) | ​ | ​ | $62,500 | ​ | ​ | $1,782 | ​ | ​ | — | ​ | ​ | N/A
Series C Notes | ​ | ​ |  | ​ | ​ |  | ​ | ​ |  | ​ | ​ |
2023 (as of September 30, 2023, unaudited) | ​ | ​ | $112,500 | ​ | ​ | $1,782 | ​ | ​ | — | ​ | ​ | N/A
Series D Notes | ​ | ​ |  | ​ | ​ |  | ​ | ​ |  | ​ | ​ |
2023 (as of September 30, 2023, unaudited) | ​ | ​ | $80,000 | ​ | ​ | $1,782 | ​ | ​ | — | ​ | ​ | N/A
Series E Notes | ​ | ​ |  | ​ | ​ |  | ​ | ​ |  | ​ | ​ |
2023 (as of September 30, 2023, unaudited) | ​ | ​ | $70,000 | ​ | ​ | $1,782 | ​ | ​ | — | ​ | ​ | N/A
November 2026 Notes | ​ | ​ |  | ​ | ​ |  | ​ | ​ |  | ​ | ​ |
2023 (as of September 30, 2023, unaudited) | ​ | ​ | $350,000 | ​ | ​ | $1,782 | ​ | ​ | — | ​ | ​ | N/A
Senior Securities Amount |  |  |  |  | $ 1,494,112 |  | $ 1,494,112 |  |  |  |  |  |  |  |  |
Senior Securities Coverage per Unit |  |  |  |  | $ 1,808 |  | $ 1,808 |  |  |  |  |  |  |  |  |
Preferred Stock Liquidating Preference |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Senior Securities, Note [Text Block] | SENIOR SECURITIES Information about our senior securities as of each of the years ended December 31, 2022, 2021, 2020, 2019, 2018, 2017, 2016, 2015, 2014 and 2013 can be found under “Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities” in Part II of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, which is incorporated by reference into this prospectus. An independent registered public accounting firm has performed agreed-upon procedures related to the accuracy of the total amount outstanding exclusive of treasury securities as of December 31, 2018 and 2019 and the asset coverage per unit as of December 31, 2018 and 2019. The information in the senior securities table for the years ended December 31, 2022, 2021 and 2020 was audited by KPMG LLP and their report thereon has been incorporated by reference as an exhibit to the registration statement of which this prospectus is a part. Information about our senior securities is shown in the following table as of March 31, 2023.
Class and Year | ​ | ​ | Total Amount Outstanding Exclusive of Treasury Securities(1) | ​ | ​ | Asset Coverage per Unit(2) | ​ | ​ | Involuntary Liquidating Preference per Unit(3) | ​ | ​ | Average Market Value per Unit(4)
February 2019 Credit Facility | ​ | ​ |  | ​ | ​ |  | ​ | ​ |  | ​ | ​ |
March 31, 2023 (unaudited) | ​ | ​ | 769,112 | ​ | ​ | 1,808 | ​ | ​ | — | ​ | ​ | N/A
August 2025 Notes | ​ | ​ |  | ​ | ​ |  | ​ | ​ |  | ​ | ​ |
March 31, 2023 (unaudited) | ​ | ​ | 50,000 | ​ | ​ | 1,808 | ​ | ​ | — | ​ | ​ | N/A
Series B Notes | ​ | ​ |  | ​ | ​ |  | ​ | ​ |  | ​ | ​ |
March 31, 2023 (unaudited) | ​ | ​ | 62,500 | ​ | ​ | 1,808 | ​ | ​ | — | ​ | ​ | N/A
Series C Notes | ​ | ​ |  | ​ | ​ |  | ​ | ​ |  | ​ | ​ |
March 31, 2023 (unaudited) | ​ | ​ | 112,500 | ​ | ​ | 1,808 | ​ | ​ | — | ​ | ​ | N/A
Series D Notes | ​ | ​ |  | ​ | ​ |  | ​ | ​ |  | ​ | ​ |
March 31, 2023 (unaudited) | ​ | ​ | 80,000 | ​ | ​ | 1,808 | ​ | ​ | — | ​ | ​ | N/A
Series E Notes | ​ | ​ |  | ​ | ​ |  | ​ | ​ |  | ​ | ​ |
March 31, 2023 (unaudited) | ​ | ​ | 70,000 | ​ | ​ | 1,808 | ​ | ​ | — | ​ | ​ | N/A
November 2026 Notes | ​ | ​ |  | ​ | ​ |  | ​ | ​ |  | ​ | ​ |
March 31, 2023 (unaudited) | ​ | ​ | 350,000 | ​ | ​ | 1,808 | ​ | ​ | — | ​ | ​ | N/A
Total Senior Securities | ​ | ​ |  | ​ | ​ |  | ​ | ​ |  | ​ | ​ |
March 31, 2023 (unaudited) | ​ | ​ | 1,494,112 | ​ | ​ | 1,808 | ​ | ​ | — | ​ | ​ | N/A
(1) | Total amount of each class of senior securities outstanding at the end of the period presented.
(2) | Asset coverage per unit is the ratio of the carrying value of our total consolidated assets, less all liabilities and indebtedness not represented by senior securities, to the aggregate amount of senior securities representing indebtedness. Asset coverage per unit is expressed in terms of dollar amounts per $1,000 of indebtedness. All prior period ratios have been conformed with this current presentation.
(3) | The amount to which such class of senior security would be entitled upon the involuntary liquidation of the issuer in preference to any security junior to it. The “—” indicates information which the SEC expressly does not require to be disclosed for certain types of senior securities.
(4) The Series A senior unsecured notes due August 2025 (the “August 2025 Notes”), the Series B senior unsecured notes due November 2025 (the “Series B Notes”), the Series C senior unsecured notes due November 2027 (the “Series C Notes), the Series D senior unsecured notes due February 26, 2026 (the “Series D Notes”), the Series E senior unsecured notes due February 26, 2028 (the “Series E Notes”) and the 3.300% notes due 2026 (the “November 2026 Notes”) are not applicable because these senior securities are not registered for public trading. |  | SENIOR SECURITIES Information about our senior securities is shown in the following table as of September 30, 2023. Information about our senior securities as of the end of the last ten fiscal years is located in “Part II, Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities” in our most recent Annual Report on Form 10-K, which is incorporated by reference herein. The information in the senior securities table for the years ended December 31, 2022, 2021 and 2020 was audited by KPMG LLP and their report thereon has been incorporated by reference as an exhibit to the registration statement of which this prospectus supplement is a part.
| ​ | ​ | Total Amount Outstanding Exclusive of Treasury Securities(1) | ​ | ​ | Asset Coverage per Unit(2) | ​ | ​ | Involuntary Liquidating Preference per Unit(3) | ​ | ​ | Average Market Value per Unit(4)
| ​ | ​ | (dollars in thousands) | ​ | ​ |  | ​ | ​ |  | ​ | ​ |
February 2019 Credit Facility | ​ | ​ |  | ​ | ​ |  | ​ | ​ |  | ​ | ​ |
2023 (as of September 30, 2023, unaudited) | ​ | ​ | $796,126 | ​ | ​ | $1,782 | ​ | ​ | — | ​ | ​ | N/A
August 2025 Notes | ​ | ​ |  | ​ | ​ |  | ​ | ​ |  | ​ | ​ |
2023 (as of September 30, 2023, unaudited) | ​ | ​ | $50,000 | ​ | ​ | $1,782 | ​ | ​ | — | ​ | ​ | N/A
Series B Notes | ​ | ​ |  | ​ | ​ |  | ​ | ​ |  | ​ | ​ |
2023 (as of September 30, 2023, unaudited) | ​ | ​ | $62,500 | ​ | ​ | $1,782 | ​ | ​ | — | ​ | ​ | N/A
Series C Notes | ​ | ​ |  | ​ | ​ |  | ​ | ​ |  | ​ | ​ |
2023 (as of September 30, 2023, unaudited) | ​ | ​ | $112,500 | ​ | ​ | $1,782 | ​ | ​ | — | ​ | ​ | N/A
Series D Notes | ​ | ​ |  | ​ | ​ |  | ​ | ​ |  | ​ | ​ |
2023 (as of September 30, 2023, unaudited) | ​ | ​ | $80,000 | ​ | ​ | $1,782 | ​ | ​ | — | ​ | ​ | N/A
Series E Notes | ​ | ​ |  | ​ | ​ |  | ​ | ​ |  | ​ | ​ |
2023 (as of September 30, 2023, unaudited) | ​ | ​ | $70,000 | ​ | ​ | $1,782 | ​ | ​ | — | ​ | ​ | N/A
November 2026 Notes | ​ | ​ |  | ​ | ​ |  | ​ | ​ |  | ​ | ​ |
2023 (as of September 30, 2023, unaudited) | ​ | ​ | $350,000 | ​ | ​ | $1,782 | ​ | ​ | — | ​ | ​ | N/A
___________________________
(1) | Total amount of each class of senior securities outstanding at the end of the period presented.
(2) | Asset coverage per unit is the ratio of the carrying value of our total consolidated assets, less all liabilities and indebtedness not represented by senior securities, to the aggregate amount of senior securities representing indebtedness. Asset coverage per unit is expressed in terms of dollar amounts per $1,000 of indebtedness. All prior period ratios have been conformed with this current presentation.
(3) | The amount to which such class of senior security would be entitled upon the involuntary liquidation of the issuer in preference to any security junior to it. The “—” indicates information which the SEC expressly does not require to be disclosed for certain types of senior securities.
(4) | Average market value per unit for all senior securities included in the table is not applicable because these are not registered for public trading.
Senior Securities Averaging Method, Note [Text Block] | The Series A senior unsecured notes due August 2025 (the “August 2025 Notes”), the Series B senior unsecured notes due November 2025 (the “Series B Notes”), the Series C senior unsecured notes due November 2027 (the “Series C Notes), the Series D senior unsecured notes due February 26, 2026 (the “Series D Notes”), the Series E senior unsecured notes due February 26, 2028 (the “Series E Notes”) and the 3.300% notes due 2026 (the “November 2026 Notes”) are not applicable because these senior securities are not registered for public trading. |  | Average market value per unit for all senior securities included in the table is not applicable because these are not registered for public trading. |  |  |  |  |  |  |  |  |  |  |  |  |
General Description of Registrant [Abstract] |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Investment Objectives and Practices [Text Block] | Our investment objective is to generate current income primarily by investing directly in privately-held middle-market companies to help these companies fund acquisitions, growth or refinancing. We use the term “middle market” to refer to companies with between $10.0 million and $75.0 million in Adjusted EBITDA. Barings employs fundamental credit analysis, and targets investments in businesses with low levels of cyclicality (i.e., the risk of business cycles or other economic cycles adversely affecting them) and operating risk relative to other businesses in this market segment. The holding size of each position will generally be dependent upon a number of factors including total facility size, pricing and structure, and the number of other lenders in the facility. Barings has experience managing levered vehicles, both public and private, and seeks to enhance our returns through the use of leverage with a prudent approach that prioritizes capital preservation. Barings believes this strategy and approach offers attractive risk/return with lower volatility given the potential for fewer defaults and greater resilience through market cycles. While we focus our investments in private middle-market companies, we seek to invest across various industries and in both United States-based and foreign-based companies. Barings monitors our investment portfolio to ensure we have acceptable industry balance, using industry and market metrics as key indicators. 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. Investment Strategy We seek attractive returns by generating current income primarily from directly-originated debt investments in middle-market companies located primarily in the United States. We also have investments in middle-market companies located outside the United States. Our strategy includes the following components:
• | Leveraging Barings GPFG’s Origination and Portfolio Management Resources. As of December 31, 2023, Barings GPFG has over 95 investment professionals located in seven different offices in the U.S., Europe, Australia/New Zealand and Asia. These regional investment teams have been working together in their respective regions for a number of years and have extensive experience advising, investing in and lending to companies across changing market cycles. In addition, the individual members of these teams have diverse investment backgrounds, with prior experience at investment banks, commercial banks, and privately and publicly held companies. We believe this diverse experience provides an in-depth understanding of the strategic, financial and operational challenges and opportunities of middle-market companies.
• | Utilizing Long-Standing Relationships to Source Investments. Barings GPFG has worked diligently over decades to build strategic relationships with private equity firms globally. Based on Barings GPFG’s long history of providing consistent, predictable capital to middle-market sponsors, even in periods of market dislocation, Barings believes it has a reputation as a reliable partner. Barings also maintains extensive personal relationships with entrepreneurs, financial sponsors, attorneys, accountants, investment bankers, commercial bankers and other non-bank providers of capital who refer prospective portfolio companies to us. These relationships historically have generated significant investment opportunities. We believe that this network of relationships will continue to produce attractive investment opportunities.
• | Providing One-Stop Customized Financing Solutions. Barings believes that Barings GPFG’s ability to commit to and originate larger hold positions (in excess of $200 million) in a given transaction is a differentiator to middle-market private equity sponsors. In today’s market, it has become increasingly important to have the ability to underwrite an entire transaction, providing financial sponsors with certainty of close. Barings GPFG offers a variety of financing structures and has the flexibility to structure investments to meet the needs of our portfolio companies.
• | Applying Consistent Underwriting Policies and Active Portfolio Management. We believe robust due diligence on each investment is paramount due to the illiquid nature of a significant portion of our assets. With limited ability to liquidate holdings, private credit investors must take a longer-term, “originate-to-hold” investment approach. Barings has implemented underwriting policies and procedures that are followed for each potential transaction. This consistent and proven fundamental underwriting process includes a thorough analysis of each potential portfolio company’s competitive position, financial performance, management team operating discipline, growth potential and industry attractiveness, which Barings believes allows it to better assess the company’s prospects. After closing, Barings maintains ongoing access to both the sponsor and portfolio company management in order to closely monitor investments and suggest or require remedial actions as needed to avoid a default.
• | Maintaining Portfolio Diversification. While we focus our investments in middle-market companies, we seek to invest across various industries and in both United States-based and foreign-based companies. Barings monitors our investment portfolio to ensure we have acceptable industry balance, using industry and market metrics as key indicators. By monitoring our investment portfolio for industry balance, we seek to reduce the effects of economic downturns associated with any particular industry or market sector. Notwithstanding our intent to invest across a variety of industries, we may from time to time hold securities of a single portfolio company that comprise more than 5.0% of our total assets and/or more than 10.0% of the outstanding voting securities of the portfolio company. For that reason, we are classified as a non-diversified management investment company under the 1940 Act.
• | Other Investments. 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. Our special situation investments generally comprise of investments in stressed and distressed corporate debt instruments which are expected to include (but which are not limited to) senior secured loans (including assignments and participations), second lien loans and subordinated debt (including mezzanine and payment-in-kind, or PIK, securities), secured floating rate notes and secured fixed rated notes, unsecured loans, unsecured senior and subordinated corporate bonds, debentures, notes, commercial paper, convertible debt obligations, equity investments (including preferred stock and common equity instruments), hedging arrangements, other forms of subordinated debt, structured credit (e.g., asset-backed securities) and equity instruments.
We generate revenues in the form of interest income, primarily from our investments in debt securities, loan origination and other fees and dividend income. Fees generated in connection with our debt investments are recognized over the life of the loan using the effective interest method or, in some cases, recognized as earned. Our senior secured, middle-market, private debt investments generally have terms of between five and seven years. Our senior secured, middle-market, first lien private debt investments generally bear interest between the Secured Overnight Financing Rate, or SOFR (or the applicable currency rate for investments in foreign currencies) plus 475 basis points and SOFR plus 675 basis points per annum. Our subordinated middle-market, private debt investments generally bear interest between SOFR (or the applicable currency rate for investments in foreign currencies) plus 700 basis points and SOFR plus 900 basis points per annum if floating rate, and between 8% and 15% if fixed rate. From time to time, certain of our investments may have a form of interest, referred to as PIK interest, which is not paid currently but is instead accrued and added to the loan balance and paid at the end of the term. You should be aware that investments in our portfolio companies carry a number of risks including, but not limited to, investing in companies which may have limited operating histories and financial resources and other risks common to investing in below-investment-grade debt and equity investments in private, smaller companies. Please see “Risk Factors - Risks Related to Our Investments” in our most recently filed Annual Report on Form 10-K, as well as in subsequent filings with the SEC, for a more complete discussion of the risks involved with investing in our portfolio companies. |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Risk Factors [Table Text Block] | Risks Relating to the Notes The Notes will be unsecured and therefore will be effectively subordinated to any secured indebtedness we may incur. The Notes will not be secured by any of our assets or any of the assets of our subsidiaries. As a result, the Notes are effectively subordinated to any secured indebtedness we or our subsidiaries have outstanding as of the date of this prospectus supplement or that we or our subsidiaries may incur in the future (or any indebtedness that is initially unsecured in respect of which we subsequently grant security) to the extent of the value of the assets securing such indebtedness. In any liquidation, dissolution, bankruptcy or other similar proceeding, the holders of any of our existing or future secured indebtedness and the secured indebtedness of our subsidiaries may assert rights against the assets pledged to secure that indebtedness in order to receive full payment of their indebtedness before the assets may be used to pay other creditors, including the holders of the Notes. As of December 31, 2023, our total consolidated indebtedness was approximately $1,444.9 million, of which $719.9 million was secured and none of which was indebtedness of our subsidiaries. The Notes will be ranked pari passu to the $725.0 million of our outstanding unsecured senior debt, which includes the Existing Senior Unsecured Notes. As of January 31, 2024, there was approximately $1,443.4 million total consolidated indebtedness outstanding, of which $718.4 million was secured and none of which was indebtedness of our subsidiaries. The Notes will be subordinated structurally to the indebtedness and other liabilities of our subsidiaries. The Notes are obligations exclusively of Barings BDC, Inc. and not of any of our subsidiaries. None of our subsidiaries is a guarantor of the Notes and the Notes are not required to be guaranteed by any subsidiaries we may acquire or create in the future. Except to the extent we are a creditor with recognized claims against our subsidiaries, all claims of creditors, including trade creditors, and holders of preferred stock, if any, of our subsidiaries will have priority over our claims (and therefore the claims of our creditors, including holders of the Notes) with respect to the assets of such subsidiaries. Even if we were recognized as a creditor of one or more of our subsidiaries, our claims would still be effectively subordinated to any security interests in the assets of any such subsidiary and to any indebtedness or other liabilities of any such subsidiary senior to our claims. Consequently, the Notes will be subordinated structurally to all indebtedness and other liabilities of any of our subsidiaries and any subsidiaries that we may in the future acquire or establish as financing vehicles or otherwise. All of the existing indebtedness of our subsidiaries will be structurally senior to the Notes. In addition, our subsidiaries may incur substantial additional indebtedness in the future, all of which would be structurally senior to the Notes. There is no active trading market for the Notes. If an active trading market does not develop for the Notes you may not be able to sell them. The Notes are a new issue of debt securities for which there currently is no trading market. We do not intend to list the Notes on any securities exchange or for quotation of the Notes on any automated dealer quotation system. If the Notes are traded after their initial issuance, they may trade at a discount to their initial offering price depending on prevailing interest rates, the market for similar securities, our credit ratings, our financial condition or other relevant factors. The underwriters may discontinue any market-making in the Notes at any time at their sole discretion. Accordingly, we cannot assure you that a liquid trading market will develop for the Notes, that you will be able to sell your Notes at a particular time or that the price you receive when you sell will be favorable. To the extent an active trading market does not develop, the liquidity and trading price for the Notes may be harmed. Accordingly, you may be required to bear the financial risk of an investment in the Notes for an indefinite period of time. Our amount of debt outstanding may increase as a result of this offering. Our current indebtedness could adversely affect our business, financial condition and results of operations and our ability to meet our payment obligations under the Notes and our other debt. The use of debt could have significant consequences on our future operations, including:
• | making it more difficult for us to meet our payment and other obligations under the Notes and our other outstanding debt;
• | resulting in an event of default if we fail to comply with the financial and other restrictive covenants contained in our financing arrangements, which event of default could result in substantially all of our debt becoming immediately due and payable;
• | reducing the availability of our cash flow to fund investments, acquisitions and other general corporate purposes, and limiting our ability to obtain additional financing for these purposes;
• | subjecting us to the risk of increased sensitivity to interest rate increases on our indebtedness with variable interest rates, including borrowings under our financing arrangements; and
• | limiting our flexibility in planning for, or reacting to, and increasing our vulnerability to, changes in our business, the industry in which we operate and the general economy.
Any of the above-listed factors could have an adverse effect on our business, financial condition and results of operations and our ability to meet our payment obligations under the Notes and our other debt. Our ability to meet our payment and other obligations under our financing arrangements depends on our ability to generate significant cash flow in the future. This, to some extent, is subject to general economic, financial, competitive, legislative and regulatory factors as well as other factors that are beyond our control. We cannot assure you that our business will generate cash flow from operations, or that future borrowings will be available to us under our financing arrangements or otherwise, in an amount sufficient to enable us to meet our payment obligations under the Notes and our other debt and to fund other liquidity needs. If we are not able to generate sufficient cash flow to service our debt obligations, we may need to refinance or restructure our debt, including the Notes, sell assets, reduce or delay capital investments, or seek to raise additional capital. If we are unable to implement one or more of these alternatives, we may not be able to meet our payment obligations under the Notes and our other debt. A downgrade, suspension or withdrawal of the credit rating assigned by a rating agency to us or the Notes, if any, could cause the liquidity or market value of the Notes to decline significantly. Our credit ratings are an assessment by rating agencies of our ability to pay our debts when due. Consequently, real or anticipated changes in our credit ratings will generally affect the market value of the Notes. These credit ratings may not reflect the potential impact of risks relating to the structure or marketing of the Notes. Credit ratings are not a recommendation to buy, sell or hold any security, and may be revised or withdrawn at any time by the issuing organization in its sole discretion. Neither we nor any underwriter undertakes any obligation to maintain our credit ratings or to advise holders of the Notes of any changes in our credit ratings. An increase in market interest rates could result in a decrease in the market value of the Notes. The condition of the financial markets and prevailing interest rates have fluctuated in the past and are likely to fluctuate in the future, which could have an adverse effect on the market prices of the Notes. In general, as market interest rates rise, debt securities bearing interest at fixed rates of interest decline in value. Consequently, if you purchase Notes bearing interest at fixed rates and market interest rates increase, the market values of those Notes may decline. We cannot predict the future level of market interest rates. The indenture under which the Notes will be issued contains limited protection for holders of the Notes. The indenture under which the Notes will be issued offers limited protection to holders of the Notes. The terms of the indenture and the Notes do not restrict our or any of our subsidiaries’ ability to engage in, or otherwise be a party to, a variety of corporate transactions, circumstances or events that could have an adverse impact on your investment in the Notes. In particular, the terms of the indenture and the Notes will not place any restrictions on our or our subsidiaries’ ability to:
• | issue securities or otherwise incur additional indebtedness or other obligations, including (1) any indebtedness or other obligations that would be equal in right of payment to the Notes, (2) any indebtedness or other obligations that would be secured and therefore rank effectively senior in right of payment to the Notes to the extent of the values of the assets securing such debt, (3) indebtedness or other obligations of ours that is guaranteed by one or more of our subsidiaries and which therefore is structurally senior to the Notes and (4) securities, indebtedness or obligations (including trade payables) issued or incurred by our subsidiaries, financing vehicles or similar facilities that would be senior to our equity interests in those entities subsidiaries and therefore rank structurally senior to the Notes with respect to the assets of our subsidiaries, in each case other than an incurrence of indebtedness or other obligation that would cause a violation of Section 18(a)(1)(A) of the 1940 Act as modified by Section 61(a)(1) and (2) of the 1940 Act or any successor provisions, as such obligations may be amended or superseded, giving effect to any exemptive relief granted to us by the SEC;
• | pay dividends on, or purchase or redeem or make any payments in respect of, capital stock or other securities ranking junior in right of payment to the Notes;
• | sell assets (other than certain limited restrictions on our ability to consolidate, merge or sell all or substantially all of our assets);
• | enter into transactions with affiliates;
• | create liens (including liens on the shares of our subsidiaries) or enter into sale and leaseback transactions;
• | make investments; or
• | create restrictions on the payment of dividends or other amounts to us from our subsidiaries.
In addition, the terms of the indenture and the Notes do not protect holders of the Notes in the event that we experience changes (including significant adverse changes) in our financial condition, results of operations or credit ratings, as they do not require that we or our subsidiaries adhere to any financial tests or ratios or specified levels of net worth, revenues, income, cash flow or liquidity other than as described under “Description of the Notes—Events of Default.” Our ability to recapitalize, incur additional debt and take a number of other actions are not limited by the terms of the Notes and may have important consequences for you as a holder of the Notes, including making it more difficult for us to satisfy our obligations with respect to the Notes or negatively affecting the trading value of the Notes. Other debt we issue or incur in the future could contain more protections for its holders than the indenture and the Notes, including additional covenants and events of default. See “Risk Factors—Risks Relating to Our Business and Structure—Incurring additional leverage may magnify our exposure to risks associated with changes in leverage, including fluctuations in interest rates that could adversely affect our profitability” in our most recent Annual Report on Form 10-K. The issuance or incurrence of any such debt with incremental protections could affect the market for and trading levels and prices of the Notes. The optional redemption provision may materially adversely affect your return on the Notes. The Notes are redeemable in whole or in part upon certain conditions at any time or from time to time at our option. We may choose to redeem the Notes at times when prevailing interest rates are lower than the interest rate paid on the Notes. In this circumstance, you may not be able to reinvest the redemption proceeds in a comparable security at an effective interest rate as high as the Notes being redeemed. We may not be able to repurchase the Notes upon a Change of Control Repurchase Event. We may not be able to repurchase the Notes upon a Change of Control Repurchase Event because we may not have sufficient funds. Upon a Change of Control Repurchase Event, holders of the Notes may require us to repurchase for cash some or all of the Notes at a repurchase price equal to 100% of the aggregate principal amount of the Notes being repurchased, plus accrued and unpaid interest to, but not including, the repurchase date. Our failure to purchase such tendered Notes upon the occurrence of such Change of Control Repurchase Event would cause an event of default under the indenture governing the Notes and a cross-default under the agreements governing certain of our other indebtedness, which may result in the acceleration of such indebtedness requiring us to repay that indebtedness immediately. If a Change of Control Repurchase Event were to occur, we may not have sufficient funds to repay any such accelerated indebtedness and/or to make the required repurchase of the Notes. See “Description of the Notes—Offer to Repurchase Upon a Change of Control Repurchase Event” for additional information. If we default on our obligations to pay our other indebtedness, we may not be able to make payments on the Notes. Any default under the agreements governing our indebtedness to which we may be a party that is not waived by the required lenders or debt holders, and the remedies sought by the holders of such indebtedness could make us unable to pay principal, premium, if any, and interest on the Notes and substantially decrease the market value of the Notes. If we are unable to generate sufficient cash flow and are otherwise unable to obtain funds necessary to meet required payments of principal, premium, if any, and interest on our indebtedness, or if we otherwise fail to comply with the various covenants, including financial and operating covenants, in the instruments governing our indebtedness, we could be in default under the terms of the agreements governing such indebtedness. In the event of such default, the holders of such indebtedness could elect to declare all the funds borrowed thereunder to be due and payable, together with accrued and unpaid interest, the lenders under the February 2019 Credit Facility or other debt we may incur in the future could elect to terminate their commitments, cease making further loans and institute foreclosure proceedings against our assets, and we could be forced into bankruptcy or liquidation. Our ability to generate sufficient cash flow in the future is, to some extent, subject to general economic, financial, competitive, legislative and regulatory factors as well as other factors that are beyond our control. We cannot assure you that our business will generate cash flow from operations, or that future borrowings will be available to us under the February 2019 Credit Facility or otherwise, in an amount sufficient to enable us to meet our payment obligations under the Notes and our other debt and to fund other liquidity needs. If our operating performance declines and we are not able to generate sufficient cash flow to service our debt obligations, we may in the future need to refinance or restructure our debt, including the Notes, sell assets, reduce or delay capital investments, seek to raise additional capital or seek to obtain waivers from the required lenders under the February 2019 Credit Facility or the required holders of the Existing Senior Unsecured Notes or other debt that we may incur in the future to avoid being in default. If we are unable to implement one or more of these alternatives, we may not be able to meet our payment obligations under the Notes and our other debt. If we breach our covenants under the February 2019 Credit Facility, the Existing Senior Unsecured Notes or other debt and seek a waiver, we may not be able to obtain a waiver from the required lenders or debt holders. If this occurs, we would be in default under the February 2019 Credit Facility, the Existing Senior Unsecured Notes or other debt, the lenders or debt holders could exercise their rights as described above, and we could be forced into bankruptcy or liquidation. If we are unable to repay debt, lenders having secured obligations could proceed against the collateral securing the debt. Because the February 2019 Credit Facility and Existing Senior Unsecured Notes have, and any future credit facilities will likely have, customary cross-default provisions, if the indebtedness under the Notes, the Existing Senior Unsecured Notes, the February 2019 Credit Facility or under any future credit facility is accelerated, we may be unable to repay or finance the amounts due. Because the Notes will initially be held in book-entry form, holders of the Notes must rely on DTC’s procedures to exercise their rights and remedies. We will initially issue the Notes offered hereby in the form of one or more “global notes” registered in the name of Cede & Co., as nominee of DTC. Beneficial interests in global notes will be shown on, and transfers of global notes will be effected only through, the records maintained by DTC. Except in limited circumstances, we will not issue certificated notes. See “Description of the Notes - Book-Entry, Settlement and Clearance.” Accordingly, if you own a beneficial interest in a global note, then you will not be considered an owner or holder of the Notes. Instead, DTC or its nominee will be the sole holder of the Notes. Payments of principal, interest and other amounts on global notes will be made to the paying agent, who will remit the payments to DTC. We expect that DTC will then credit those payments to the DTC participant accounts that hold book-entry interests in the global notes and that those participants will credit the payments to indirect DTC participants. Unlike persons who have certificated notes registered in their names, owners of beneficial interests in global notes will not have the direct right to act on our solicitations for consents or requests for waivers or other actions from holders of the Notes. Instead, those beneficial owners will be permitted to act only to the extent that they have received appropriate proxies to do so from DTC or, if applicable, a DTC participant. The applicable procedures for the granting of these proxies may not be sufficient to enable owners of beneficial interests in global notes to vote on any requested actions on a timely basis. We may be unable to invest a significant portion of the net proceeds from this offering, which could harm our financial condition and operating results. Delays in investing the net proceeds raised in this offering may cause our performance to be worse than that of other fully invested BDCs or other lenders or investors pursuing comparable investment strategies. We cannot assure you that we will be able to identify investments that meet our investment objective or that any investment that we make will produce a positive return. We may be unable to invest the net proceeds of this offering on acceptable terms within the time period that we anticipate or at all, which could harm our financial condition and operating results. RISK FACTORS Investing in our securities involves a high degree of risk. Before deciding whether to invest in our securities, you should carefully consider the risks and uncertainties described in the section titled “Risk Factors” in the applicable prospectus supplement and any related free writing prospectus, and discussed in the sections titled “Risk Factors” in our most recently filed Annual Report on Form 10-K, our most recently filed Quarterly Report on Form 10-Q, and any subsequent filings we have made with the SEC that are incorporated by reference into this prospectus, together with other information in this prospectus, the documents incorporated by reference, and any free writing prospectus that we may authorize for use in connection with an offering pursuant to this prospectus. The risks described in these documents are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business. Past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periods. If any of these risks actually occurs, our business, reputation, financial condition, results of operations, revenue, and future prospects could be seriously harmed. This could cause our NAV and the trading price of our securities to decline, resulting in a loss of all or part of your investment. Please also read carefully the section titled “Cautionary Statement Regarding Forward-Looking Statements.” |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Share Price [Table Text Block] | PRICE RANGE OF COMMON STOCK Our common stock is traded on the NYSE under the symbol “BBDC.” The following table sets forth, for each fiscal quarter during the last two fiscal years and the current fiscal year to date, the NAV per share of our common stock, the high and low closing sales prices for our common stock and such closing sales prices as a percentage of NAV per share.
| ​ | ​ | Net Asset Value(1) | ​ | ​ | Closing Sales Price(2) | ​ | ​ | Premium (Discount) of High Closing Sales Price to NAV(3) | ​ | ​ | Premium (Discount) of Low Closing Sales Price to NAV(3)
​ | High | ​ | ​ | Low | ​
Year ended December 31, 2021 | ​ | ​ |  | ​ | ​ |  | ​ | ​ |  | ​ | ​ |  | ​ | ​ |
First Quarter | ​ | ​ | $11.14 | ​ | ​ | $10.20 | ​ | ​ | $8.83 | ​ | ​ | (8.4)% | ​ | ​ | (20.7)%
Second Quarter | ​ | ​ | $11.39 | ​ | ​ | $10.77 | ​ | ​ | $10.16 | ​ | ​ | (5.4)% | ​ | ​ | (10.8)%
Third Quarter | ​ | ​ | $11.40 | ​ | ​ | $11.07 | ​ | ​ | $10.36 | ​ | ​ | (2.9)% | ​ | ​ | (9.1)%
Fourth Quarter | ​ | ​ | $11.36 | ​ | ​ | $11.47 | ​ | ​ | $10.62 | ​ | ​ | 1.0% | ​ | ​ | (6.5)%
Year ended December 31, 2022 | ​ | ​ |  | ​ | ​ |  | ​ | ​ |  | ​ | ​ |  | ​ | ​ |
First Quarter | ​ | ​ | $11.86 | ​ | ​ | $11.20 | ​ | ​ | $10.07 | ​ | ​ | (5.6)% | ​ | ​ | (15.1)%
Second Quarter | ​ | ​ | $11.41 | ​ | ​ | $10.90 | ​ | ​ | $9.24 | ​ | ​ | (4.5)% | ​ | ​ | (19.0)%
Third Quarter | ​ | ​ | $11.28 | ​ | ​ | $10.41 | ​ | ​ | $8.32 | ​ | ​ | (7.7)% | ​ | ​ | (26.2)%
Fourth Quarter | ​ | ​ | $11.05 | ​ | ​ | $9.26 | ​ | ​ | $8.06 | ​ | ​ | (16.2)% | ​ | ​ | (27.1)%
Year ending December 31, 2023 | ​ | ​ |  | ​ | ​ |  | ​ | ​ |  | ​ | ​ |  | ​ | ​ |
First Quarter | ​ | ​ | $11.17 | ​ | ​ | $8.95 | ​ | ​ | $7.47 | ​ | ​ | (19.9)% | ​ | ​ | (33.1)%
Second Quarter | ​ | ​ | * | ​ | ​ | $8.01 | ​ | ​ | $7.19 | ​ | ​ | * | ​ | ​ | *
Third Quarter (through July 13, 2023) | ​ | ​ | * | ​ | ​ | $7.88 | ​ | ​ | $7.65 | ​ | ​ | * | ​ | ​ | *
* | NAV has not yet been calculated for this period.
(1) | NAV per share is determined as of the last day in the relevant quarter and therefore may not reflect the NAV per share on the date of the high and low closing sales prices. The NAV per share shown is based on outstanding shares at the end of the period.
(2) | Closing sales price as provided by the NYSE.
(3) | Calculated as of the respective high or low closing sales price divided by the quarter-end NAV and subtracting 1.
On June 30, 2023, the reported closing sales price of our common stock was $7.84 per share. As of June 30, 2023, we had 2,373 stockholders of record, which did not include stockholders for whom shares are held in “nominee” or “street name”. Shares of BDCs may trade at a market price that is less than the value of the net assets attributable to those shares. The possibility that our shares of common stock will trade at a discount or premium to NAV is separate and distinct from the risk that our NAV will decrease. |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Lowest Price or Bid |  |  |  | $ 7.65 |  | $ 7.19 | 7.47 | $ 8.06 | $ 8.32 | $ 9.24 | $ 10.07 | $ 10.62 | $ 10.36 | $ 10.16 | $ 8.83 |
Highest Price or Bid |  |  |  | 7.88 |  | 8.01 | $ 8.95 | $ 9.26 | $ 10.41 | $ 10.90 | $ 11.20 | $ 11.47 | $ 11.07 | $ 10.77 | $ 10.20 |
Highest Price or Bid, Premium (Discount) to NAV [Percent] |  |  |  |  |  |  | (19.90%) | (16.20%) | (7.70%) | (4.50%) | (5.60%) | 1.00% | (2.90%) | (5.40%) | (8.40%) |
Lowest Price or Bid, Premium (Discount) to NAV [Percent] |  |  |  |  |  |  | (33.10%) | (27.10%) | (26.20%) | (19.00%) | (15.10%) | (6.50%) | (9.10%) | (10.80%) | (20.70%) |
Share Price |  |  |  | $ 7.87 |  | $ 7.84 |  |  |  |  |  |  |  |  |  |
NAV Per Share |  | $ 11.29 |  |  | $ 11.17 |  | $ 11.17 | $ 11.05 | $ 11.28 | $ 11.41 | $ 11.86 | $ 11.36 | $ 11.40 | $ 11.39 | $ 11.14 | $ 11.25
Capital Stock, Long-Term Debt, and Other Securities [Abstract] |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Rights Limited by Other Securities [Text Block] | The second type of change does not require any vote by the holders of the debt securities. This type is limited to clarifications, establishment of the form or terms of new securities of any series as permitted by the indenture and certain other changes that would not adversely affect holders of the outstanding debt securities in any material respect. We also do not need any approval to make any change that affects only debt securities to be issued under the indenture after the change takes effect. |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Long Term Debt [Table Text Block] | DESCRIPTION OF DEBT SECURITIES We may issue debt securities in one or more series. The specific terms of each series of debt securities will be described in the particular prospectus supplement relating to that series. The prospectus supplement may or may not modify the general terms found in this prospectus and will be filed with the SEC. For a complete description of the terms of a particular series of debt securities, you should read both this prospectus and the prospectus supplement relating to that particular series. As required by federal law for all bonds and notes of companies that are publicly offered, the debt securities are governed by a document called an “indenture.” An indenture is a contract between us and the financial institution acting as trustee on your behalf, and is subject to and governed by the Trust Indenture Act of 1939, as amended. The trustee has two main roles. First, the trustee can enforce your rights against us if we default. There are some limitations on the extent to which the trustee acts on your behalf, described below under “—Events of Default—Remedies if an Event of Default Occurs.” Second, the trustee performs certain administrative duties for us with respect to our debt securities. All the material terms of the indenture and the supplemental indenture, as well as an explanation of your rights as a holder of debt securities, will be described in this prospectus as supplemented by the applicable prospectus supplement accompanying this prospectus. Because this section is a summary, however, it does not describe every aspect of the debt securities and the indenture. We urge you to read the indenture because it, and not this description, defines your rights as a holder of debt securities. We have filed a copy of the indenture with the SEC. See “Available Information” for information on how to obtain a copy of the indenture. We will file a supplemental indenture with the SEC in connection with any debt offering, at which time the supplemental indenture would be publicly available. A prospectus supplement, which will accompany this prospectus, will describe the particular series of debt securities being offered by including:
• | the designation or title of the series of debt securities;
• | the total principal amount of the series of debt securities;
• | the percentage of the principal amount at which the series of debt securities will be offered;
• | the date or dates on which principal will be payable;
• | the rate or rates (which may be either fixed or variable) and/or the method of determining such rate or rates of interest, if any;
• | the date or dates from which any interest will accrue, or the method of determining such date or dates, and the date or dates on which any interest will be payable;
• | whether any interest may be paid by issuing additional securities of the same series in lieu of cash (and the terms upon which any such interest may be paid by issuing additional securities);
• | the terms for redemption, extension or early repayment, if any;
• | the currencies in which the series of debt securities are issued and payable;
• | whether the amount of payments of principal, premium or interest, if any, on a series of debt securities will be determined with reference to an index, formula or other method (which could be based on one or more currencies, commodities, equity indices or other indices) and how these amounts will be determined;
• | the place or places, if any, other than or in addition to the Borough of Manhattan in the City of New York, of payment, transfer, conversion and/or exchange of the debt securities;
• | the denominations in which the offered debt securities will be issued (if other than $1,000 and any integral multiple thereof);
• | the provision for any sinking fund;
• | any restrictive covenants;
• | any Events of Default (as defined in “Events of Default” below);
• | whether the series of debt securities are issuable in certificated form;
• | any provisions for defeasance or covenant defeasance;
• | any special U.S. federal income tax implications, including, if applicable, federal income tax considerations relating to original issue discount;
• | whether and under what circumstances we will pay additional amounts in respect of any tax, assessment or governmental charge and, if so, whether we will have the option to redeem the debt securities rather than pay the additional amounts (and the terms of this option);
• | any provisions for convertibility or exchangeability of the debt securities into or for any other securities;
• | whether the debt securities are subject to subordination and the terms of such subordination;
• | whether the debt securities are secured and the terms of any security interest;
• | the listing, if any, on a securities exchange;
• | the guarantees, if any of the debt securities, and the extent of the guarantees (including provisions relating to seniority, subordination and the release of the guarantors), if any, and any additions or changes to permit or facilitate guarantees of such securities;
• | any restrictions on the sale or transfer of the debt securities; and
• | any other terms.
The debt securities may be secured or unsecured obligations. Unless the prospectus supplement states otherwise, principal (and premium, if any) and interest, if any, will be paid by us in immediately available funds. We are permitted, under specified conditions, to issue multiple classes of indebtedness if our asset coverage, as defined in the 1940 Act, is at least equal to 150% immediately after each such issuance after giving effect to any exemptive relief granted to us by the SEC. In addition, while any indebtedness and senior securities remain outstanding, we must make provisions to prohibit the distribution to our stockholders or the repurchase of such securities or shares unless we meet the applicable asset coverage ratios at the time of the distribution or repurchase. For a discussion of the risks associated with leverage, see “Risk Factors” in our most recently filed Annual Report on Form 10-K, as well as in subsequent filings with the SEC. General The indenture provides that any debt securities proposed to be sold under this prospectus and the accompanying prospectus supplement (“offered debt securities”) and any debt securities issuable upon the exercise of warrants or upon conversion or exchange of other offered securities (“underlying debt securities”) may be issued under the indenture in one or more series. For purposes of this prospectus, any reference to the payment of principal of, or premium or interest, if any, on, debt securities will include additional amounts if required by the terms of the debt securities. The indenture does not limit the amount of debt securities that may be issued thereunder from time to time. Debt securities issued under the indenture, when a single trustee is acting for all debt securities issued under the indenture, are called the “indenture securities.” The indenture also provides that there may be more than one trustee thereunder, each with respect to one or more different series of indenture securities. See “—Resignation of Trustee” below. At a time when two or more trustees are acting under the indenture, each with respect to only certain series, the term “indenture securities” means the one or more series of debt securities with respect to which each respective trustee is acting. In the event that there is more than one trustee under the indenture, the powers and trust obligations of each trustee described in this prospectus will extend only to the one or more series of indenture securities for which it is trustee. If two or more trustees are acting under the indenture, then the indenture securities for which each trustee is acting would be treated as if issued under separate indentures. The indenture does not contain any provisions that give you protection in the event we issue a large amount of debt or we are acquired by another entity. We refer you to the prospectus supplement for information with respect to any deletions from, modifications of or additions to the Events of Default or our covenants that are described below, including any addition of a covenant or other provision providing event risk protection or similar protection. We have the ability to issue indenture securities with terms different from those of indenture securities previously issued and, without the consent of the holders thereof, to reopen a previous issue of a series of indenture securities and issue additional indenture securities of that series unless the reopening was restricted when that series was created. Conversion and Exchange If any debt securities are convertible into or exchangeable for other securities, the prospectus supplement will explain the terms and conditions of the conversion or exchange, including the conversion price or exchange ratio (or the calculation method), the conversion or exchange period (or how the period will be determined), if conversion or exchange will be mandatory or at the option of the holder or us, provisions for adjusting the conversion price or the exchange ratio and provisions affecting conversion or exchange in the event of the redemption of the underlying debt securities. These terms may also include provisions under which the number or amount of other securities to be received by the holders of the debt securities upon conversion or exchange would be calculated according to the market price of the other securities as of a time stated in the prospectus supplement. Issuance of Securities in Registered Form We may issue the debt securities in registered form, in which case we may issue them either in book-entry form only or in “certificated” form. Debt securities issued in book-entry form will be represented by global securities. We expect that we will usually issue debt securities in book-entry only form represented by global securities. Book-Entry Holders We will issue registered debt securities in book-entry form only, unless we specify otherwise in the applicable prospectus supplement. This means debt securities will be represented by one or more global securities registered in the name of a depositary that will hold them on behalf of financial institutions that participate in the depositary’s book-entry system. These participating institutions, in turn, hold beneficial interests in the debt securities held by the depositary or its nominee. These institutions may hold these interests on behalf of themselves or customers. Under the indenture, only the person in whose name a debt security is registered is recognized as the holder of that debt security. Consequently, for debt securities issued in book-entry form, we will recognize only the depositary as the holder of the debt securities and we will make all payments on the debt securities to the depositary. The depositary will then pass along the payments it receives to its participants, which in turn will pass the payments along to their customers who are the beneficial owners. The depositary and its participants do so under agreements they have made with one another or with their customers; they are not obligated to do so under the terms of the debt securities. As a result, investors will not own debt securities directly. Instead, they will own beneficial interests in a global security, through a bank, broker or other financial institution that participates in the depositary’s book-entry system or holds an interest through a participant. As long as the debt securities are represented by one or more global securities, investors will be indirect holders, and not holders, of the debt securities. Street Name Holders In the future, we may issue debt securities in certificated form or terminate a global security. In these cases, investors may choose to hold their debt securities in their own names or in “street name.” Debt securities held in street name are registered in the name of a bank, broker or other financial institution chosen by the investor, and the investor would hold a beneficial interest in those debt securities through the account he or she maintains at that institution. For debt securities held in street name, we will recognize only the intermediary banks, brokers and other financial institutions in whose names the debt securities are registered as the holders of those debt securities, and we will make all payments on those debt securities to them. These institutions will pass along the payments they receive to their customers who are the beneficial owners, but only because they agree to do so in their customer agreements or because they are legally required to do so. Investors who hold debt securities in street name will be indirect holders, and not holders, of the debt securities. Legal Holders Our obligations, as well as the obligations of the applicable trustee and those of any third parties employed by us or the applicable trustee, run only to the legal holders of the debt securities. We do not have obligations to investors who hold beneficial interests in global securities, in street name or by any other indirect means. This will be the case whether an investor chooses to be an indirect holder of a debt security or has no choice because we are issuing the debt securities only in book-entry form. For example, once we make a payment or give a notice to the holder, we have no further responsibility for the payment or notice even if that holder is required, under agreements with depositary participants or customers or by law, to pass it along to the indirect holders but does not do so. Similarly, if we want to obtain the approval of the holders for any purpose (for example, to amend an indenture or to relieve us of the consequences of a default or of our obligation to comply with a particular provision of an indenture), we would seek the approval only from the holders, and not the indirect holders, of the debt securities. Whether and how the holders contact the indirect holders is up to the holders. When we refer to you in this Description of Our Debt Securities, we mean those who invest in the debt securities being offered by this prospectus, whether they are the holders or only indirect holders of those debt securities. When we refer to your debt securities, we mean the debt securities in which you hold a direct or indirect interest. Special Considerations for Indirect Holders If you hold debt securities through a bank, broker or other financial institution, either in book-entry form or in street name, we urge you to check with that institution to find out:
• | how it handles securities payments and notices;
• | whether it imposes fees or charges;
• | how it would handle a request for the holders’ consent, if ever required;
• | whether and how you can instruct it to send you debt securities registered in your own name so you can be a holder, if that is permitted in the future for a particular series of debt securities;
• | how it would exercise rights under the debt securities if there were a default or other event triggering the need for holders to act to protect their interests; and
• | if the debt securities are in book-entry form, how the depositary’s rules and procedures will affect these matters.
Global Securities As noted above, we usually will issue debt securities as registered securities in book-entry form only. A global security represents one or any other number of individual debt securities. Generally, all debt securities represented by the same global securities will have the same terms. Each debt security issued in book-entry form will be represented by a global security that we deposit with and register in the name of a financial institution or its nominee that we select. The financial institution that we select for this purpose is called the depositary. Unless we specify otherwise in the applicable prospectus supplement, The Depository Trust Company, New York, New York, known as DTC, will be the depositary for all debt securities issued in book-entry form. A global security may not be transferred to or registered in the name of anyone other than the depositary or its nominee, unless special termination situations arise. We describe those situations below under “—Termination of a Global Security.” As a result of these arrangements, the depositary, or its nominee, will be the sole registered owner and holder of all debt securities represented by a global security, and investors will be permitted to own only beneficial interests in a global security. Beneficial interests must be held by means of an account with a broker, bank or other financial institution that in turn has an account with the depositary or with another institution that has an account with the depositary. Thus, an investor whose security is represented by a global security will not be a holder of the debt security, but only an indirect holder of a beneficial interest in the global security. Special Considerations for Global Securities As an indirect holder, an investor’s rights relating to a global security will be governed by the account rules of the investor’s financial institution and of the depositary, as well as general laws relating to securities transfers. The depositary that holds the global security will be considered the holder of the debt securities represented by the global security. If debt securities are issued only in the form of a global security, an investor should be aware of the following:
• | an investor cannot cause the debt securities to be registered in his or her name and cannot obtain certificates for his or her interest in the debt securities, except in the special situations we describe below;
• | an investor will be an indirect holder and must look to his or her own bank or broker for payments on the debt securities and protection of his or her legal rights relating to the debt securities, as we describe under “—Issuance of Securities in Registered Form” above;
• | an investor may not be able to sell interests in the debt securities to some insurance companies and other institutions that are required by law to own their securities in non-book-entry form;
• | an investor may not be able to pledge his or her interest in a global security in circumstances where certificates representing the debt securities must be delivered to the lender or other beneficiary of the pledge in order for the pledge to be effective;
• | the depositary’s policies, which may change from time to time, will govern payments, transfers, exchanges and other matters relating to an investor’s interest in a global security. We and the trustee have no responsibility for any aspect of the depositary’s actions or for its records of ownership interests in a global security. We and the trustee also do not supervise the depositary in any way;
• | if we redeem less than all the debt securities of a particular series being redeemed, DTC’s practice is to determine by lot the amount to be redeemed from each of its participants holding that series;
• | an investor is required to give notice of exercise of any option to elect repayment of its debt securities, through its participant, to the applicable trustee and to deliver the related debt securities by causing its participant to transfer its interest in those debt securities, on DTC’s records, to the applicable trustee;
• | DTC requires that those who purchase and sell interests in a global security deposited in its book-entry system use immediately available funds; your broker or bank may also require you to use immediately available funds when purchasing or selling interests in a global security; and
• | financial institutions that participate in the depositary’s book-entry system, and through which an investor holds its interest in a global security, may also have their own policies affecting payments, notices and other matters relating to the debt securities; there may be more than one financial intermediary in the chain of ownership for an investor; we do not monitor and are not responsible for the actions of any of those intermediaries.
Termination of a Global Security If a global security is terminated for any reason, interests in it will be exchanged for certificates in non-book-entry form (certificated securities). After that exchange, the choice of whether to hold the certificated debt securities directly or in street name will be up to the investor. Investors must consult their own banks or brokers to find out how to have their interests in a global security transferred on termination to their own names, so that they will be holders. We have described the rights of legal holders and street name investors under “—Issuance of Securities in Registered Form” above. The prospectus supplement may list situations for terminating a global security that would apply only to the particular series of debt securities covered by the prospectus supplement. If a global security is terminated, only the depositary, and not we or the applicable trustee, is responsible for deciding the investors in whose names the debt securities represented by the global security will be registered and, therefore, who will be the holders of those debt securities. Payment and Paying Agents We will pay interest to the person listed in the applicable trustee’s records as the owner of the debt security at the close of business on a particular day in advance of each due date for interest, even if that person no longer owns the debt security on the interest due date. That day, usually about two weeks in advance of the interest due date, is called the “record date.” Because we will pay all the interest for an interest period to the holders on the record date, holders buying and selling debt securities must work out between themselves the appropriate purchase price. The most common manner is to adjust the sales price of the debt securities to prorate interest fairly between buyer and seller based on their respective ownership periods within the particular interest period. This prorated interest amount is called “accrued interest.” Payments on Global Securities We will make payments on a global security in accordance with the applicable policies of the depositary as in effect from time to time. Under those policies, we will make payments directly to the depositary, or its nominee, and not to any indirect holders who own beneficial interests in the global security. An indirect holder’s right to those payments will be governed by the rules and practices of the depositary and its participants, as described under “—Special Considerations for Global Securities.” Payments on Certificated Securities We will make payments on a certificated debt security as follows. We will pay interest that is due on an interest payment date to the holder of debt securities as shown on the trustee’s records as of the close of business on the regular record date at our office and/or at other offices that may be specified in the prospectus supplement. We will make all payments of principal and premium, if any, by check at our offices, the office of the applicable trustee and/or at other offices that may be specified in the prospectus supplement or in a notice to holders against surrender of the debt security. Alternatively, at our option, we may pay any cash interest that becomes due on the debt security by mailing a check to the holder at his, her or its address shown on the trustee’s records as of the close of business on the regular record date or by transfer to an account at a bank in the United States, in either case, on the due date. Payment When Offices Are Closed If any payment is due on a debt security on a day that is not a business day, we will make the payment on the next day that is a business day. Payments made on the next business day in this situation will be treated under the indenture as if they were made on the original due date, except as otherwise indicated in the attached prospectus supplement. Such payment will not result in a default under any debt security or the indenture, and no interest will accrue on the payment amount from the original due date to the next day that is a business day. Book-entry and other indirect holders should consult their banks or brokers for information on how they will receive payments on their debt securities. Events of Default You will have rights if an Event of Default occurs in respect of the debt securities of your series and is not cured, as described later in this subsection. The term “Event of Default” in respect of the debt securities of your series means any of the following:
• | we do not pay the principal of (or premium, if any, on) a debt security of the series when due, and such default is not cured within five days;
• | we do not pay interest on a debt security of the series when due, and such default is not cured within 30 days;
• | we do not deposit any sinking fund payment in respect of debt securities of the series within five days of its due date;
• | we remain in default in the performance, or in breach, of a covenant or agreement in respect of debt securities of the series for 90 days after we receive a written notice of default stating we are in breach (the notice must be sent by either the trustee or holders of at least 25% of the principal amount of the outstanding debt securities of the series);
• | we file for bankruptcy or certain other events of bankruptcy, insolvency or reorganization occur and remain undischarged or unstayed for a period of 90 days;
• | the series of debt securities has an asset coverage, as such term is defined in the 1940 Act, of less than 100% on the last business day of each of twenty-four consecutive calendar months, after giving effect to any exemptive relief granted to the Company by the SEC; or
• | any other Event of Default in respect of debt securities of the series described in the prospectus supplement occurs.
An Event of Default for a particular series of debt securities does not necessarily constitute an Event of Default for any other series of debt securities issued under the same or any other indenture. The trustee may withhold notice to the holders of debt securities of any default, except in the payment of principal, premium, interest, or sinking or purchase fund installment, if it in good faith considers the withholding of notice to be in the interest of the holders. Remedies if an Event of Default Occurs If an Event of Default has occurred and is continuing, the trustee or the holders of not less than 25% in principal amount of the outstanding debt securities of the affected series may (and the trustee shall at the request of such holders) declare the entire principal amount of all the debt securities of that series to be due and immediately payable. This is called a declaration of acceleration of maturity. A declaration of acceleration of maturity may be canceled by the holders of a majority in principal amount of the outstanding debt securities of the affected series by written notice to us and the trustee if (1) we have deposited with the trustee all amounts due and owing with respect to the securities (other than principal that has become due solely by reason of such acceleration) and certain other amounts, and (2) any other Events of Default (other than nonpayment of principal of (or premium, if any) or interest that has become due solely by reason of such acceleration) have been cured or waived. The trustee is not required to take any action under the indenture at the request of any holders unless the holders offer the trustee protection from expenses and liability reasonably satisfactory to it (called an “indemnity”). If indemnity reasonably satisfactory to it is provided, the holders of a majority in principal amount of the outstanding debt securities of the relevant series may direct the time, method and place of conducting any lawsuit or other formal legal action seeking any remedy available to the trustee. The trustee may refuse to follow those directions in certain circumstances. No delay or omission in exercising any right or remedy will be treated as a waiver of that right, remedy or Event of Default. Before you are allowed to bypass your trustee and bring your own lawsuit or other formal legal action or take other steps to enforce your rights or protect your interests relating to the debt securities, the following must occur:
• | you must give the trustee written notice that an Event of Default with respect to the relevant series of debt securities has occurred and remains uncured;
• | the holders of at least 25% in principal amount of all outstanding debt securities of the relevant series must make a written request that the trustee take action because of the Event of Default;
• | the holder or holders must offer the trustee indemnity, security or both satisfactory to it against the costs, expenses and other liabilities of taking that action;
• | the trustee must not have taken action for 60 days after receipt of the above notice and offer of indemnity and/or security; and
• | the holders of a majority in principal amount of the outstanding debt securities of that series must not have given the trustee a direction inconsistent with the above notice during that 60-day period.
However, you are entitled at any time to bring a lawsuit for the payment of money due on your debt securities on or after the due date. Book-entry and other indirect holders should consult their banks or brokers for information on how to give notice or direction to or make a request of the trustee and how to declare or cancel an acceleration of maturity. Each year, we will furnish to each trustee a written statement of certain of our officers certifying that to their knowledge we are in compliance with the indenture and the debt securities, or else specifying any default. Waiver of Default Holders of a majority in principal amount of the outstanding debt securities of the affected series may waive any past defaults other than
• | the payment of principal, any premium or interest; or
• | in respect of a covenant that cannot be modified or amended without the consent of each holder.
Merger or Consolidation Under the terms of the indenture, we are generally permitted to consolidate or merge with another entity. We are also permitted to sell all or substantially all of our assets to another person. However, we may not take any of these actions unless all the following conditions are met:
• | where we merge out of existence or sell substantially all our assets, the resulting entity or transferee shall be a corporation, statutory trust or limited liability company organized and existing under the laws of the United States or any state or territory thereof and must agree, in form reasonably satisfactory to the trustee, to be legally responsible for our obligations under the debt securities;
• | immediately after giving effect to such transaction, no default or Event of Default shall have happened and be continuing;
• | we must deliver certain certificates and documents to the trustee; and
• | we must satisfy any other requirements specified in the prospectus supplement relating to a particular series of debt securities.
Modification or Waiver There are three types of changes we can make to the indenture and the debt securities issued thereunder. Changes Requiring Your Approval First, there are changes that we cannot make to your debt securities without your specific approval. The following is a list of those types of changes:
• | change the stated maturity of the principal of or interest on a debt security or the terms of any sinking fund with respect to any security;
• | reduce any amounts due on a debt security;
• | reduce the amount of principal payable upon acceleration of the maturity of an original issue discount or indexed security following a default or upon the redemption thereof or the amount thereof provable in a bankruptcy proceeding;
• | adversely affect any right of repayment at the holder’s option;
• | change the place or currency of payment on a debt security (except as otherwise described in the prospectus or prospectus supplement);
• | impair your right to sue for payment;
• | adversely affect any right to convert or exchange a debt security in accordance with its terms;
• | modify the subordination provisions in the indenture in a manner that is adverse to outstanding holders of the debt securities;
• | reduce the percentage of holders of debt securities whose consent is needed to modify or amend the indenture;
• | reduce the percentage of holders of debt securities whose consent is needed to waive compliance with certain provisions of the indenture or to waive certain defaults;
• | modify any other aspect of the provisions of the indenture dealing with supplemental indentures with the consent of holders, waiver of past defaults, changes to the quorum or voting requirements or the waiver of certain covenants; and
• | change any obligation we have to pay additional amounts.
Changes Not Requiring Approval The second type of change does not require any vote by the holders of the debt securities. This type is limited to clarifications, establishment of the form or terms of new securities of any series as permitted by the indenture and certain other changes that would not adversely affect holders of the outstanding debt securities in any material respect. We also do not need any approval to make any change that affects only debt securities to be issued under the indenture after the change takes effect. Changes Requiring Majority Approval Any other change to the indenture and the debt securities would require the following approval:
• | if the change affects only one series of debt securities, it must be approved by the holders of a majority in principal amount of that series; and
• | if the change affects more than one series of debt securities issued under the same indenture, it must be approved by the holders of a majority in principal amount of all of the series affected by the change, with all affected series voting together as one class for this purpose.
In each case, the required approval must be given by written consent. The holders of a majority in principal amount of a series of debt securities issued under the indenture, voting together as one class for this purpose, may waive our compliance with some of our covenants applicable to that series of debt securities. However, we cannot obtain a waiver of a payment default or of any of the matters covered by the bullet points included above under “—Changes Requiring Your Approval.” Further Details Concerning Voting When taking a vote, we will use the following rules to decide how much principal to attribute to a debt security:
• | for original issue discount securities, we will use the principal amount that would be due and payable on the voting date if the maturity of these debt securities were accelerated to that date because of a default;
• | for debt securities whose principal amount is not known (for example, because it is based on an index), we will use the principal face amount at original issuance or a special rule for that debt security described in the prospectus supplement; and
• | for debt securities denominated in one or more foreign currencies, we will use the U.S. dollar equivalent.
Debt securities will not be considered outstanding, and therefore not eligible to vote, if we have deposited or set aside in trust money for their payment or redemption or if we, any other obligor, or any affiliate of us or any obligor own such debt securities. Debt securities will also not be eligible to vote if they have been fully defeased as described later under “—Defeasance—Full Defeasance.” We will generally be entitled to set any day as a record date for the purpose of determining the holders of outstanding indenture securities that are entitled to vote or take other action under the indenture. If we set a record date for a vote or other action to be taken by holders of one or more series, that vote or action may be taken only by persons who are holders of outstanding indenture securities of those series on the record date and must be taken within eleven months following the record date. Book-entry and other indirect holders should consult their banks or brokers for information on how approval may be granted or denied if we seek to change the indenture or the debt securities or request a waiver. Defeasance The following provisions will be applicable to each series of debt securities unless we state in the applicable prospectus supplement that the provisions of covenant defeasance and full defeasance will not be applicable to that series. Covenant Defeasance Under current U.S. federal tax law and the indenture, we can make the deposit described below and be released from some of the restrictive covenants in the indenture under which the particular series was issued. This is called “covenant defeasance.” In that event, you would lose the protection of those restrictive covenants but would gain the protection of having money and government securities set aside in trust to repay your debt securities. If we achieved covenant defeasance and your debt securities were subordinated as described under “—Indenture Provisions—Subordination” below, such subordination would not prevent the trustee under the indenture from applying the funds available to it from the deposit described in the first bullet below to the payment of amounts due in respect of such debt securities for the benefit of the subordinated debt holders. In order to achieve covenant defeasance, we must do the following:
• | we must irrevocably deposit in trust for the benefit of all holders of a series of debt securities a combination of cash (in such currency in which such securities are then specified as payable at stated maturity) or government obligations applicable to such securities (determined on the basis of the currency in which such securities are then specified as payable at stated maturity) that will generate enough cash to make interest, principal and any other payments on the debt securities on their various due dates and any mandatory sinking fund payments or analogous payments;
• | we must deliver to the trustee a legal opinion of our counsel confirming that, under current U.S. federal income tax law, we may make the above deposit without causing you to be taxed on the debt securities any differently than if we did not make the deposit;
• | we must deliver to the trustee a legal opinion and officers’ certificate stating that all conditions precedent to covenant defeasance have been complied with;
• | defeasance must not result in a breach or violation of, or result in a default under, of the indenture or any of our other material agreements or instruments;
• | no default or event of default with respect to such debt securities shall have occurred and be continuing and no defaults or events of default related to bankruptcy, insolvency or reorganization shall occur during the next 90 days; and
• | satisfy the conditions for covenant defeasance contained in any supplemental indentures.
If we accomplish covenant defeasance, you can still look to us for repayment of the debt securities if there were a shortfall in the trust deposit or the trustee is prevented from making payment. For example, if one of the remaining Events of Default occurred (such as our bankruptcy) and the debt securities became immediately due and payable, there might be such a shortfall. However, there is no assurance that we would have sufficient funds to make payment of the shortfall. Full Defeasance If there is a change in U.S. federal tax law or we obtain an IRS ruling, as described in the second bullet below, we can legally release ourselves from all payment and other obligations on the debt securities of a particular series (called “full defeasance”) if we put in place the following other arrangements for you to be repaid:
• | we must deposit in trust for the benefit of all holders of a series of debt securities a combination of cash (in such currency in which such securities are then specified as payable at stated maturity) or government obligations applicable to such securities (determined on the basis of the currency in which such securities are then specified as payable at stated maturity) that will generate enough cash to make interest, principal and any other payments on the debt securities on their various due dates and any mandatory sinking fund payments or analogous payments;
• | we must deliver to the trustee a legal opinion confirming that there has been a change in current U.S. federal tax law or an IRS ruling that allows us to make the above deposit without causing you to be taxed on the debt securities any differently than if we did not make the deposit. Under current U.S. federal tax law, the deposit and our legal release from the debt securities would be treated as though we paid you your share of the cash and notes or bonds at the time the cash and notes or bonds were deposited in trust in exchange for your debt securities and you would recognize gain or loss on the debt securities at the time of the deposit;
• | we must deliver to the trustee a legal opinion and officers’ certificate stating that all conditions precedent to defeasance have been complied with;
• | defeasance must not result in a breach or violation of, or constitute a default under, of the indenture or any of our other material agreements or instruments;
• | no default or event of default with respect to such debt securities shall have occurred and be continuing and no defaults or events of default related to bankruptcy, insolvency or reorganization shall occur during the next 90 days; and
• | satisfy the conditions for full defeasance contained in any supplemental indentures.
If we ever did accomplish full defeasance, as described above, you would have to rely solely on the trust deposit for repayment of the debt securities. You could not look to us for repayment in the unlikely event of any shortfall. Conversely, the trust deposit would most likely be protected from claims of our lenders and other creditors if we ever became bankrupt or insolvent. If your debt securities were subordinated as described later under “—Indenture Provisions—Subordination”, such subordination would not prevent the trustee under the indenture from applying the funds available to it from the deposit referred to in the first bullet of the preceding paragraph to the payment of amounts due in respect of such debt securities for the benefit of the subordinated debt holders. Form, Exchange and Transfer of Certificated Registered Securities If registered debt securities cease to be issued in book-entry form, they will be issued:
• | only in fully registered certificated form;
• | without interest coupons; and
• | unless we indicate otherwise in the prospectus supplement, in denominations of $1,000 and amounts that are multiples of $1,000.
Holders may exchange their certificated securities for debt securities of smaller denominations or combined into fewer debt securities of larger denominations, as long as the total principal amount is not changed and as long as the denomination is greater than the minimum denomination for such securities. Holders may exchange or transfer their certificated securities at the office of the trustee. We have appointed the trustee to act as our agent for registering debt securities in the names of holders transferring debt securities. We may appoint another entity to perform these functions or perform them ourselves. Holders will not be required to pay a service charge to transfer or exchange their certificated securities, but they may be required to pay any tax or other governmental charge associated with the transfer or exchange. The transfer or exchange will be made only if our transfer agent is satisfied with the holder’s proof of legal ownership. If we have designated additional transfer agents for your debt security, they will be named in the prospectus supplement. We may appoint additional transfer agents or cancel the appointment of any particular transfer agent. We may also approve a change in the office through which any transfer agent acts. If any certificated securities of a particular series are redeemable and we redeem less than all the debt securities of that series, we may block the transfer or exchange of those debt securities during the period beginning 15 days before the day we mail the notice of redemption and ending on the day of that mailing, in order to freeze the list of holders to prepare the mailing. We may also refuse to register transfers or exchanges of any certificated securities selected for redemption, except that we will continue to permit transfers and exchanges of the unredeemed portion of any debt security that will be partially redeemed. If a registered debt security is issued in book-entry form, only the depositary will be entitled to transfer and exchange the debt security as described in this subsection, since it will be the sole holder of the debt security. Resignation of Trustee Each trustee may resign or be removed with respect to one or more series of indenture securities provided that a successor trustee is appointed to act with respect to these series and has accepted such appointment. In the event that two or more persons are acting as trustee with respect to different series of indenture securities under the indenture, each of the trustees will be a trustee of a trust separate and apart from the trust administered by any other trustee. Indenture Provisions—Subordination Upon any distribution of our assets upon our dissolution, winding up, liquidation or reorganization, the payment of the principal of (and premium, if any) and interest, if any, on any indenture securities denominated as subordinated debt securities is to be subordinated to the extent provided in the indenture in right of payment to the prior payment in full of all Senior Indebtedness (as defined below), but our obligation to you to make payment of the principal of (and premium, if any) and interest, if any, on such subordinated debt securities will not otherwise be affected. In addition, no payment on account of principal (or premium, if any), sinking fund or interest, if any, may be made on such subordinated debt securities at any time unless full payment of all amounts due in respect of the principal (and premium, if any), sinking fund and interest on Senior Indebtedness has been made or duly provided for in money or money’s worth. In the event that, notwithstanding the foregoing, any payment by us is received by the trustee in respect of subordinated debt securities or by the holders of any of such subordinated debt securities, upon our dissolution, winding up, liquidation or reorganization before all Senior Indebtedness is paid in full, the payment or distribution received by the trustee in respect of such subordinated debt securities or by the holders of any of such subordinated debt securities must be paid over to the holders of the Senior Indebtedness or on their behalf for application to the payment of all the Senior Indebtedness remaining unpaid until all the Senior Indebtedness has been paid in full, after giving effect to any concurrent payment or distribution to the holders of the Senior Indebtedness. Subject to the payment in full of all Senior Indebtedness upon this distribution by us, the holders of such subordinated debt securities will be subrogated to the rights of the holders of the Senior Indebtedness to the extent of payments made to the holders of the Senior Indebtedness out of the distributive share of such subordinated debt securities. By reason of this subordination, in the event of a distribution of our assets upon our insolvency, certain of our senior creditors may recover more, ratably, than holders of any subordinated debt securities or the holders of any indenture securities that are not Senior Indebtedness. The indenture provides that these subordination provisions will not apply to money and securities held in trust under the defeasance provisions of the indenture. Senior Indebtedness is defined in the indenture as the principal of (and premium, if any) and unpaid interest on:
• | our indebtedness (including indebtedness of others guaranteed by us), whenever created, incurred, assumed or guaranteed, for money borrowed, that we have designated as “Senior Indebtedness” for purposes of the indenture and in accordance with the terms of the indenture (including any indenture securities designated as Senior Indebtedness), and
• | renewals, extensions, modifications and refinancings of any of this indebtedness.
If this prospectus is being delivered in connection with the offering of a series of indenture securities denominated as subordinated debt securities, the accompanying prospectus supplement will set forth the approximate amount of our Senior Indebtedness and of our other Indebtedness outstanding as of a recent date. Secured Indebtedness and Ranking Certain of our indebtedness, including certain series of indenture securities, may be secured. The prospectus supplement for each series of indenture securities will describe the terms of any security interest for such series and will indicate the approximate amount of our secured indebtedness as of a recent date. Any unsecured indenture securities will effectively rank junior to any secured indebtedness, including any secured indenture securities, that we incur in the future to the extent of the value of the assets securing such future secured indebtedness. The debt securities, whether secured or unsecured, of the Company will rank structurally junior to all existing and future indebtedness (including trade payables) incurred by our subsidiaries, financing vehicles or similar facilities (i.e., the holders of the debt securities will not have access to the assets of the Company’s subsidiaries, financing vehicles or similar facilities until after all of these entities’ creditors have been paid and the remaining assets have been distributed up to the Company as the equity holder of these entities). In the event of our bankruptcy, liquidation, reorganization or other winding up, any of our assets that secure secured debt will be available to pay obligations on unsecured debt securities only after all indebtedness under such secured debt has been repaid in full from such assets. We advise you that there may not be sufficient assets remaining to pay amounts due on any or all unsecured debt securities then outstanding after fulfillment of this obligation. As a result, the holders of unsecured indenture securities may recover less, ratably, than holders of any of our secured indebtedness. The Trustee under the Indenture U.S. Bank Trust Company, National Association serves as the trustee under the indenture. Certain Considerations Relating to Foreign Currencies Debt securities denominated or payable in foreign currencies may entail significant risks. These risks include the possibility of significant fluctuations in the foreign currency markets, the imposition or modification of foreign exchange controls and potential illiquidity in the secondary market. These risks will vary depending upon the currency or currencies involved and will be more fully described in the applicable prospectus supplement. |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Long Term Debt, Principal |  | $ 1,444,900,000 |  |  |  |  |  |  |  |  |  |  |  |  |  |
Long Term Debt, Dividends and Covenants [Text Block] | Events of Default You will have rights if an Event of Default occurs in respect of the debt securities of your series and is not cured, as described later in this subsection. The term “Event of Default” in respect of the debt securities of your series means any of the following:
• | we do not pay the principal of (or premium, if any, on) a debt security of the series when due, and such default is not cured within five days;
• | we do not pay interest on a debt security of the series when due, and such default is not cured within 30 days;
• | we do not deposit any sinking fund payment in respect of debt securities of the series within five days of its due date;
• | we remain in default in the performance, or in breach, of a covenant or agreement in respect of debt securities of the series for 90 days after we receive a written notice of default stating we are in breach (the notice must be sent by either the trustee or holders of at least 25% of the principal amount of the outstanding debt securities of the series);
• | we file for bankruptcy or certain other events of bankruptcy, insolvency or reorganization occur and remain undischarged or unstayed for a period of 90 days;
• | the series of debt securities has an asset coverage, as such term is defined in the 1940 Act, of less than 100% on the last business day of each of twenty-four consecutive calendar months, after giving effect to any exemptive relief granted to the Company by the SEC; or
• | any other Event of Default in respect of debt securities of the series described in the prospectus supplement occurs.
An Event of Default for a particular series of debt securities does not necessarily constitute an Event of Default for any other series of debt securities issued under the same or any other indenture. The trustee may withhold notice to the holders of debt securities of any default, except in the payment of principal, premium, interest, or sinking or purchase fund installment, if it in good faith considers the withholding of notice to be in the interest of the holders. Remedies if an Event of Default Occurs If an Event of Default has occurred and is continuing, the trustee or the holders of not less than 25% in principal amount of the outstanding debt securities of the affected series may (and the trustee shall at the request of such holders) declare the entire principal amount of all the debt securities of that series to be due and immediately payable. This is called a declaration of acceleration of maturity. A declaration of acceleration of maturity may be canceled by the holders of a majority in principal amount of the outstanding debt securities of the affected series by written notice to us and the trustee if (1) we have deposited with the trustee all amounts due and owing with respect to the securities (other than principal that has become due solely by reason of such acceleration) and certain other amounts, and (2) any other Events of Default (other than nonpayment of principal of (or premium, if any) or interest that has become due solely by reason of such acceleration) have been cured or waived. The trustee is not required to take any action under the indenture at the request of any holders unless the holders offer the trustee protection from expenses and liability reasonably satisfactory to it (called an “indemnity”). If indemnity reasonably satisfactory to it is provided, the holders of a majority in principal amount of the outstanding debt securities of the relevant series may direct the time, method and place of conducting any lawsuit or other formal legal action seeking any remedy available to the trustee. The trustee may refuse to follow those directions in certain circumstances. No delay or omission in exercising any right or remedy will be treated as a waiver of that right, remedy or Event of Default. Before you are allowed to bypass your trustee and bring your own lawsuit or other formal legal action or take other steps to enforce your rights or protect your interests relating to the debt securities, the following must occur:
• | you must give the trustee written notice that an Event of Default with respect to the relevant series of debt securities has occurred and remains uncured;
• | the holders of at least 25% in principal amount of all outstanding debt securities of the relevant series must make a written request that the trustee take action because of the Event of Default;
• | the holder or holders must offer the trustee indemnity, security or both satisfactory to it against the costs, expenses and other liabilities of taking that action;
• | the trustee must not have taken action for 60 days after receipt of the above notice and offer of indemnity and/or security; and
• | the holders of a majority in principal amount of the outstanding debt securities of that series must not have given the trustee a direction inconsistent with the above notice during that 60-day period.
However, you are entitled at any time to bring a lawsuit for the payment of money due on your debt securities on or after the due date. Book-entry and other indirect holders should consult their banks or brokers for information on how to give notice or direction to or make a request of the trustee and how to declare or cancel an acceleration of maturity. Each year, we will furnish to each trustee a written statement of certain of our officers certifying that to their knowledge we are in compliance with the indenture and the debt securities, or else specifying any default. Waiver of Default Holders of a majority in principal amount of the outstanding debt securities of the affected series may waive any past defaults other than
• | the payment of principal, any premium or interest; or
• | in respect of a covenant that cannot be modified or amended without the consent of each holder.
Pari Passu - Unsecured Senior Debt [Member] |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Financial Highlights [Abstract] |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Senior Securities Amount |  | $ 725,000,000.0 |  |  |  |  |  |  |  |  |  |  |  |  |  |
Common Stocks [Member] |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Other Annual Expenses [Abstract] |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Basis of Transaction Fees, Note [Text Block] | as a percentage of net assets attributable to common stock |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Capital Stock, Long-Term Debt, and Other Securities [Abstract] |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Capital Stock [Table Text Block] | DESCRIPTION OF COMMON STOCK Our authorized capital stock consists of 150,000,000 shares of common stock, par value $0.001 per share. There are no outstanding options or warrants to purchase our common stock. No common stock has been authorized for issuance under any equity compensation plans. Under Maryland law, our stockholders generally are not personally liable for our indebtedness or obligations. Set forth below is a chart describing the classes of our common stock outstanding as of March 31, 2023:
(1) | ​ | ​ | (2) | ​ | ​ | (3) | ​ | ​ | (4)
Title of Class | ​ | ​ | Amount Authorized | ​ | ​ | Amount Held by us or for Our Account | ​ | ​ | Amount Outstanding Exclusive of Amount Under Column 3
Common Stock | ​ | ​ | 150,000,000 | ​ | ​ | — | ​ | ​ | 107,916,166
Please refer to Exhibit 4.4 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, as filed with the SEC on February 27, 2020, which is incorporated by reference into this prospectus, for a description of our common stock. We urge you to read the applicable prospectus supplement and any related free writing prospectus that we may authorize to be provided to you related to any shares of our capital stock being offered. |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Outstanding Securities [Table Text Block] |
(1) | ​ | ​ | (2) | ​ | ​ | (3) | ​ | ​ | (4)
Title of Class | ​ | ​ | Amount Authorized | ​ | ​ | Amount Held by us or for Our Account | ​ | ​ | Amount Outstanding Exclusive of Amount Under Column 3
Common Stock | ​ | ​ | 150,000,000 | ​ | ​ | — | ​ | ​ | 107,916,166
Outstanding Security, Title [Text Block] |  |  |  |  | Common Stock |  |  |  |  |  |  |  |  |  |  |
Outstanding Security, Authorized [Shares] |  |  |  |  | 150,000,000 |  |  |  |  |  |  |  |  |  |  |
Outstanding Security, Held [Shares] |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Outstanding Security, Not Held [Shares] |  |  |  |  | 107,916,166 |  |  |  |  |  |  |  |  |  |  |
Common Stocks [Member] | Assuming 1000 Investment On A 5 Percent Annual Return With No Return From Net Realized Capital Gains Or Net Unrealized Capital Appreciation [Member] |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Other Annual Expenses [Abstract] |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Expense Example, Year 01 | $ 98 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Expense Example, Years 1 to 3 | 280 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Expense Example, Years 1 to 5 | 447 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Expense Example, Years 1 to 10 | 808 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Common Stocks [Member] | Assuming 1000 Investment On A 5 Percent Annual Return Resulting Entirely From Net Realized Capital Gains [Member] |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Other Annual Expenses [Abstract] |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Expense Example, Year 01 | 108 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Expense Example, Years 1 to 3 | 306 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Expense Example, Years 1 to 5 | 481 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Expense Example, Years 1 to 10 | $ 838 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
February 2019 Credit Facility [Member] |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Financial Highlights [Abstract] |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Senior Securities Amount |  |  | $ 796,126 |  | $ 769,112 |  | $ 769,112 |  |  |  |  |  |  |  |  |
Senior Securities Coverage per Unit |  |  | $ 1,782 |  | $ 1,808 |  | $ 1,808 |  |  |  |  |  |  |  |  |
Preferred Stock Liquidating Preference |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
August 2025 Notes [Member] |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Financial Highlights [Abstract] |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Senior Securities Amount |  |  | $ 50,000 |  | $ 50,000 |  | $ 50,000 |  |  |  |  |  |  |  |  |
Senior Securities Coverage per Unit |  |  | $ 1,782 |  | $ 1,808 |  | $ 1,808 |  |  |  |  |  |  |  |  |
Preferred Stock Liquidating Preference |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Series B Notes [Member] |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Financial Highlights [Abstract] |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Senior Securities Amount |  |  | $ 62,500 |  | $ 62,500 |  | $ 62,500 |  |  |  |  |  |  |  |  |
Senior Securities Coverage per Unit |  |  | $ 1,782 |  | $ 1,808 |  | $ 1,808 |  |  |  |  |  |  |  |  |
Preferred Stock Liquidating Preference |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Series C Notes [Member] |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Financial Highlights [Abstract] |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Senior Securities Amount |  |  | $ 112,500 |  | $ 112,500 |  | $ 112,500 |  |  |  |  |  |  |  |  |
Senior Securities Coverage per Unit |  |  | $ 1,782 |  | $ 1,808 |  | $ 1,808 |  |  |  |  |  |  |  |  |
Preferred Stock Liquidating Preference |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Series D Notes [Member] |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Financial Highlights [Abstract] |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Senior Securities Amount |  |  | $ 80,000 |  | $ 80,000 |  | $ 80,000 |  |  |  |  |  |  |  |  |
Senior Securities Coverage per Unit |  |  | $ 1,782 |  | $ 1,808 |  | $ 1,808 |  |  |  |  |  |  |  |  |
Preferred Stock Liquidating Preference |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Series E Notes [Member] |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Financial Highlights [Abstract] |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Senior Securities Amount |  |  | $ 70,000 |  | $ 70,000 |  | $ 70,000 |  |  |  |  |  |  |  |  |
Senior Securities Coverage per Unit |  |  | $ 1,782 |  | $ 1,808 |  | $ 1,808 |  |  |  |  |  |  |  |  |
Preferred Stock Liquidating Preference |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
November 2026 Notes [Member] |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Financial Highlights [Abstract] |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Senior Securities Amount |  |  | $ 350,000 |  | $ 350,000 |  | $ 350,000 |  |  |  |  |  |  |  |  |
Senior Securities Coverage per Unit |  |  | $ 1,782 |  | $ 1,808 |  | $ 1,808 |  |  |  |  |  |  |  |  |
Preferred Stock Liquidating Preference |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Preferred Stocks [Member] |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Capital Stock, Long-Term Debt, and Other Securities [Abstract] |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Capital Stock [Table Text Block] | DESCRIPTION OF PREFERRED STOCK Our charter authorizes our Board of Directors to classify and reclassify any unissued shares of stock into other classes or series of stock, including preferred stock. Prior to issuance of shares of each class or series, the Board of Directors is required by Maryland law and by our charter to set the terms, preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications and terms or conditions of redemption for each class or series. Thus, our Board of Directors could authorize the issuance of shares of preferred stock with terms and conditions which could have the effect of delaying, deferring or preventing a transaction or a change in control that might involve a premium price for holders of our common stock or otherwise be in their best interest. The following is a general description of the terms of the preferred stock we may issue from time to time. Particular terms of any preferred stock we offer will be described in the prospectus supplement relating to such preferred stock. If we issue preferred stock, it will pay dividends to the holders of the preferred stock at either a fixed rate or a rate that will be reset frequently based on short-term interest rates, as described in a prospectus supplement accompanying each preferred share offering. Any issuance of preferred stock must comply with the requirements of the 1940 Act. The 1940 Act generally requires that (1) immediately after issuance and before any cash dividend or other distribution is made with respect to our common stock and before any purchase of common stock is made, the liquidation preference of any preferred stock, together with all other senior securities, must not exceed an amount equal to 66-2/3% of our total assets after deducting the amount of such dividend, distribution or purchase price, as the case may be, and (2) the holders of shares of preferred stock, if any are issued, must be entitled as a class to elect two directors at all times and to elect a majority of the directors if distributions on such preferred stock are in arrears by two full years or more. In addition, under the 1940 Act, shares of preferred stock must be cumulative as to dividends and have a complete preference over our common stock to payment of their liquidation preference in the event of a dissolution. Certain matters under the 1940 Act require the separate vote of the holders of any issued and outstanding preferred stock. For example, holders of preferred stock would vote separately from the holders of common stock on a proposal to cease operations as a BDC. We believe that the availability for issuance of preferred stock will provide us with increased flexibility in structuring future financings and acquisitions. For any class or series of preferred stock that we may issue, our Board of Directors will determine and the articles supplementary and prospectus supplement relating to such class or series will describe:
• | the designation and number of shares of such class or series;
• | the rate, whether fixed or variable, and time at which, and the preferences and conditions under which, any dividends will be paid on shares of such class or series, as well as whether such dividends are participating or non-participating;
• | any provisions relating to convertibility or exchangeability of the shares of such class or series, including adjustments to the conversion price of such class or series;
• | the rights and preferences, if any, of holders of shares of such class or series upon our liquidation, dissolution or winding up of our affairs;
• | the voting powers, if any, of the holders of shares of such class or series;
• | any provisions relating to the redemption of the shares of such class or series;
• | any limitations on our ability to pay dividends or make distributions on, or acquire or redeem, other securities while shares of such class or series are outstanding;
• | any conditions or restrictions on our ability to issue additional shares of such class or series or other securities;
• | if applicable, a discussion of additional material U.S. federal income tax considerations; and
• | any other relative power, preferences and participating, optional or special rights of shares of such class or series, and the qualifications, limitations or restrictions thereof.
All shares of preferred stock that we may issue will be identical and of equal rank except as to the particular terms thereof that may be fixed by our Board, and all shares of each class or series of preferred stock will be identical and of equal rank except as to the dates from which dividends, if any, thereon will be cumulative. We urge you to read the applicable prospectus supplement and any free writing prospectus that we may authorize to be provided to you related to any preferred stock being offered, as well as the complete articles supplementary that contain the terms of the applicable class or series of preferred stock. |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Security Title [Text Block] | PREFERRED STOCK |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Security Dividends [Text Block] | If we issue preferred stock, it will pay dividends to the holders of the preferred stock at either a fixed rate or a rate that will be reset frequently based on short-term interest rates, as described in a prospectus supplement accompanying each preferred share offering. |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Security Voting Rights [Text Block] | Certain matters under the 1940 Act require the separate vote of the holders of any issued and outstanding preferred stock. For example, holders of preferred stock would vote separately from the holders of common stock on a proposal to cease operations as a BDC. |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Security Liquidation Rights [Text Block] | immediately after issuance and before any cash dividend or other distribution is made with respect to our common stock and before any purchase of common stock is made, the liquidation preference of any preferred stock, together with all other senior securities, must not exceed an amount equal to 66-2/3% of our total assets after deducting the amount of such dividend, distribution or purchase price, as the case may be |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Warrants [Member] |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Capital Stock, Long-Term Debt, and Other Securities [Abstract] |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Other Securities [Table Text Block] | DESCRIPTION OF WARRANTS The following is a general description of the terms of the warrants we may issue from time to time. Particular terms of any warrants we offer will be described in the prospectus supplement relating to such warrants. You should read the prospectus supplement related to any warrants offering. We may issue warrants to purchase shares of our common stock, preferred stock or debt securities. Such warrants may be issued independently or together with shares of common or preferred stock or a specified principal amount of debt securities and may be attached or separate from such securities. We will issue each series of warrants under a separate warrant agreement to be entered into between us and a warrant agent. The warrant agent will act solely as our agent and will not assume any obligation or relationship of agency for or with holders or beneficial owners of warrants. A prospectus supplement will describe the particular terms of any series of warrants we may issue, including the following:
• | the title of such warrants;
• | the aggregate number of such warrants;
• | the price or prices at which such warrants will be issued;
• | the currency or currencies, including composite currencies, in which the price of such warrants may be payable;
• | if applicable, the designation and terms of the securities with which the warrants are issued and the number of warrants issued with each such security or each principal amount of such security;
• | in the case of warrants to purchase debt securities, the principal amount of debt securities purchasable upon exercise of one warrant and the price at which and the currency or currencies, including composite currencies, in which this principal amount of debt securities may be purchased upon such exercise;
• | in the case of warrants to purchase common stock or preferred stock, the number of shares of common stock or preferred stock, as the case may be, purchasable upon exercise of one warrant and the price at which and the currency or currencies, including composite currencies, in which these shares may be purchased upon such exercise;
• | the date on which the right to exercise such warrants will commence and the date on which such right will expire;
• | whether such warrants will be issued in registered form or bearer form;
• | if applicable, the minimum or maximum amount of such warrants which may be exercised at any one time;
• | if applicable, the number of such warrants issued with each security;
• | if applicable, the date on and after which such warrants and the related securities will be separately transferable;
• | information with respect to book-entry procedures, if any;
• | the terms of the securities issuable upon exercise of the warrants;
• | if applicable, a discussion of certain U.S. federal income tax considerations; and
• | any other terms of such warrants, including terms, procedures and limitations relating to the exchange and exercise of such warrants.
We and the warrant agent may amend or supplement the warrant agreement for a series of warrants without the consent of the holders of the warrants issued thereunder to effect changes that are not inconsistent with the provisions of the warrants and that do not materially and adversely affect the interests of the holders of the warrants. Prior to exercising their warrants, holders of warrants will not have any of the rights of holders of the securities purchasable upon such exercise, including, in the case of warrants to purchase debt securities, the right to receive principal, premium, if any, or interest payments, on the debt securities purchasable upon exercise or to enforce covenants in the applicable indenture or, in the case of warrants to purchase common stock or preferred stock, the right to receive dividends, if any, or payments upon our liquidation, dissolution or winding up or to exercise any voting rights. Under the 1940 Act, we may generally only offer warrants provided that (1) the warrants expire by their terms within ten years, (2) the exercise or conversion price is not less than the market value at the date of issuance, (3) our stockholders authorize the proposal to issue such warrants, and the Board approves such issuance on the basis that the issuance is in the best interests of us and our stockholders and (4) if the warrants are accompanied by other securities, the warrants are not separately transferable unless no class of such warrants and the securities accompanying them has been publicly distributed. The 1940 Act also provides that the amount of our voting securities that would result from the exercise of all outstanding warrants at the time of issuance may not exceed 25% of our outstanding voting securities. |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Other Security, Title [Text Block] | WARRANTS |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Other Security, Description [Text Block] | A prospectus supplement will describe the particular terms of any series of warrants we may issue, including the following:
• | the title of such warrants;
• | the aggregate number of such warrants;
• | the price or prices at which such warrants will be issued;
• | the currency or currencies, including composite currencies, in which the price of such warrants may be payable;
• | if applicable, the designation and terms of the securities with which the warrants are issued and the number of warrants issued with each such security or each principal amount of such security;
• | in the case of warrants to purchase debt securities, the principal amount of debt securities purchasable upon exercise of one warrant and the price at which and the currency or currencies, including composite currencies, in which this principal amount of debt securities may be purchased upon such exercise;
• | in the case of warrants to purchase common stock or preferred stock, the number of shares of common stock or preferred stock, as the case may be, purchasable upon exercise of one warrant and the price at which and the currency or currencies, including composite currencies, in which these shares may be purchased upon such exercise;
• | the date on which the right to exercise such warrants will commence and the date on which such right will expire;
• | whether such warrants will be issued in registered form or bearer form;
• | if applicable, the minimum or maximum amount of such warrants which may be exercised at any one time;
• | if applicable, the number of such warrants issued with each security;
• | if applicable, the date on and after which such warrants and the related securities will be separately transferable;
• | information with respect to book-entry procedures, if any;
• | the terms of the securities issuable upon exercise of the warrants;
• | if applicable, a discussion of certain U.S. federal income tax considerations; and
• | any other terms of such warrants, including terms, procedures and limitations relating to the exchange and exercise of such warrants.
Subscription Rights [Member] |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Capital Stock, Long-Term Debt, and Other Securities [Abstract] |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Rights Limited by Other Securities [Text Block] | any other terms of such subscription rights, including terms, procedures and limitations relating to the exchange or transfer and exercise of such subscription rights. |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Other Securities [Table Text Block] | DESCRIPTION OF SUBSCRIPTION RIGHTS General We may issue subscription rights to purchase common stock. Subscription rights may be issued independently or together with any other offered security and may or may not be transferable by the person purchasing or receiving the subscription rights. In connection with any subscription rights offering, we may enter into a standby underwriting or other arrangement with one or more underwriters or other persons pursuant to which such underwriters or other persons would purchase any offered securities remaining unsubscribed for after such subscription rights offering. In connection with a subscription rights offering to our stockholders, we would distribute certificates evidencing the subscription rights and a prospectus supplement to our stockholders on the record date that we set for receiving subscription rights in such subscription rights offering. You should read the prospectus supplement related to any such subscription rights offering. The applicable prospectus supplement would describe the following terms of subscription rights in respect of which this prospectus is being delivered:
• | the period of time the offering would remain open (which shall be open a minimum number of days such that all record holders would be eligible to participate in the offering and shall not be open longer than 120 days);
• | the title of such subscription rights;
• | the exercise price or a formula for the determination of the exercise price for such subscription rights;
• | the ratio of the offering (which, in the case of transferable rights, will require a minimum of three shares to be held of record before a person is entitled to purchase an additional share);
• | the number or a formula for the determination of the number of such subscription rights issued to each stockholder;
• | the extent to which such subscription rights are transferable and the market on which they may be traded if they are transferable;
• | if applicable, a discussion of the material U.S. federal income tax considerations applicable to the issuance or exercise of such subscription rights;
• | the date on which the right to exercise such subscription rights would commence, and the date on which such right will expire (subject to any extension);
• | the extent to which such subscription rights include an over-subscription privilege with respect to unsubscribed securities and the terms of such over-subscription privilege;
• | if applicable, the material terms of any standby underwriting or other purchase arrangement that we may enter into in connection with the subscription rights offering;
• | any termination right we may have in connection with such subscription rights offering; and
• | any other terms of such subscription rights, including terms, procedures and limitations relating to the exchange or transfer and exercise of such subscription rights.
Exercise of Subscription Rights Each subscription right would entitle the holder of the subscription right to purchase for cash such amount of shares of common stock at such exercise price as will in each case be set forth in, or be determinable as set forth in, the prospectus supplement relating to the subscription rights offered thereby or another report filed with the SEC. Subscription rights may be exercised at any time up to the close of business on the expiration date for such subscription rights set forth in the applicable prospectus supplement. After the close of business on the expiration date, all unexercised subscription rights would become void. Subscription rights may be exercised as set forth in the prospectus supplement relating to the subscription rights offered thereby. Upon receipt of payment and the subscription rights certificate properly completed and duly executed at the corporate trust office of the subscription rights agent or any other office indicated in the prospectus supplement, we will forward, as soon as practicable, the shares of common stock purchasable upon such exercise. To the extent permissible under applicable law, we may determine to offer any unsubscribed offered securities directly to stockholders, persons other than stockholders, to or through agents, underwriters or dealers or through a combination of such methods, including pursuant to standby underwriting or other arrangements, as set forth in the applicable prospectus supplement. Dilutive Effects Any stockholder who chooses not to participate in a rights offering should expect to own a smaller interest in us upon completion of such rights offering. Any rights offering will dilute the ownership interest and voting power of stockholders who do not fully exercise their subscription rights. Further, because the net proceeds per share from any rights offering may be lower than our then-current NAV per share, the rights offering may reduce our NAV per share. The amount of dilution that a stockholder will experience could be substantial, particularly to the extent we engage in multiple rights offerings within a limited time period. In addition, the market price of our common stock could be adversely affected while a rights offering is ongoing as a result of the possibility that a significant number of additional shares may be issued upon completion of such rights offering. All of our stockholders will also indirectly bear the expenses associated with any rights offering we may conduct, regardless of whether they elect to exercise any rights. |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Other Security, Title [Text Block] | SUBSCRIPTION RIGHTS |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Other Security, Description [Text Block] | The applicable prospectus supplement would describe the following terms of subscription rights in respect of which this prospectus is being delivered:
• | the period of time the offering would remain open (which shall be open a minimum number of days such that all record holders would be eligible to participate in the offering and shall not be open longer than 120 days);
• | the title of such subscription rights;
• | the exercise price or a formula for the determination of the exercise price for such subscription rights;
• | the ratio of the offering (which, in the case of transferable rights, will require a minimum of three shares to be held of record before a person is entitled to purchase an additional share);
• | the number or a formula for the determination of the number of such subscription rights issued to each stockholder;
• | the extent to which such subscription rights are transferable and the market on which they may be traded if they are transferable;
• | if applicable, a discussion of the material U.S. federal income tax considerations applicable to the issuance or exercise of such subscription rights;
• | the date on which the right to exercise such subscription rights would commence, and the date on which such right will expire (subject to any extension);
• | the extent to which such subscription rights include an over-subscription privilege with respect to unsubscribed securities and the terms of such over-subscription privilege;
• | if applicable, the material terms of any standby underwriting or other purchase arrangement that we may enter into in connection with the subscription rights offering;
• | any termination right we may have in connection with such subscription rights offering; and
• | any other terms of such subscription rights, including terms, procedures and limitations relating to the exchange or transfer and exercise of such subscription rights.

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