N-2 - $ / shares

3 Months Ended

12 Months Ended

Dec. 31, 2024

Sep. 30, 2024

Jun. 30, 2024

Mar. 31, 2024

Dec. 31, 2023

Sep. 30, 2023

Jun. 30, 2023

Mar. 31, 2023

Dec. 31, 2022

Sep. 30, 2022

Jun. 30, 2022

Mar. 31, 2022

Dec. 31, 2024

Cover [Abstract]

Entity Central Index Key

0001379785

Amendment Flag

false

Document Type

PRE 14A

Entity Registrant Name

Barings BDC, Inc.

General Description of Registrant [Abstract]

Share Price [Table Text Block]


	Net Asset Value	Closing Sales Price		Premium (Discount) of High Closing Sales Price to Net Asset Value	Premium (Discount) of Low Closing Sales Price to Net Asset Value
	Net Asset Value	High	Low
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 ended December 31, 2023
First Quarter ..............................................	$11.17	$8.95	$8.22	(19.9)%	(26.4)%
Second Quarter ..........................................	$11.34	$8.01	$7.19	(29.4)%	(36.6)%
Third Quarter .............................................	$11.25	$9.34	$7.65	(17.0)%	(32.0)%
Fourth Quarter ...........................................	$11.28	$9.39	$8.58	(16.8)%	(23.9)%
Year ended December 31, 2024
First Quarter ..............................................	$11.44	$9.88	$8.70	(13.6)%	(24.0)%
Second Quarter ..........................................	$11.36	$10.18	$9.13	(10.4)%	(19.6)%
Third Quarter .............................................	$11.32	$10.19	$9.28	(10.0)%	(18.0)%
Fourth Quarter ...........................................	$11.29	$10.33	$9.27	(8.5)%	(17.9)%
Year ending December 31, 2025 ..............
First Quarter (Through March 7, 2025) ....	*	[ ]	[ ]	*	*

* Net asset value has not yet been calculated for this period.

Lowest Price or Bid

$ 9.27

$ 9.28

$ 9.13

$ 8.70

$ 8.58

$ 7.65

$ 7.19

$ 8.22

$ 8.06

$ 8.32

$ 9.24

$ 10.07

Highest Price or Bid

$ 10.33

$ 10.19

$ 10.18

$ 9.88

$ 9.39

$ 9.34

$ 8.01

$ 8.95

$ 9.26

$ 10.41

$ 10.90

$ 11.20

Highest Price or Bid, Premium (Discount) to NAV [Percent]

(8.50%)

(10.00%)

(10.40%)

(13.60%)

(16.80%)

(17.00%)

(29.40%)

(19.90%)

(16.20%)

(7.70%)

(4.50%)

(5.60%)

Lowest Price or Bid, Premium (Discount) to NAV [Percent]

(17.90%)

(18.00%)

(19.60%)

(24.00%)

(23.90%)

(32.00%)

(36.60%)

(26.40%)

(27.10%)

(26.20%)

(19.00%)

(15.10%)

NAV Per Share

$ 11.29

$ 11.32

$ 11.36

$ 11.44

$ 11.28

$ 11.25

$ 11.34

$ 11.17

$ 11.05

$ 11.28

$ 11.41

$ 11.86

$ 11.29

Capital Stock, Long-Term Debt, and Other Securities [Abstract]

Security Voting Rights [Text Block]

VOTING SECURITIES

You may vote at the Annual Meeting only if you were a holder of record of the Company's common stock at the

close of business on March 7, 2025 or if you hold a valid proxy from a stockholder of record as of such record date.

As of March 7, 2025, there were [ ] shares of the Company's common stock outstanding. Each share of common

stock is entitled to one vote on each matter submitted to a vote at the Annual Meeting. Stockholders do not have the

right to cumulate votes in the election of directors.

Long Term Debt [Table Text Block]

August 2020 Note Purchase Agreement

On August 3, 2020, the Company entered into a Note Purchase Agreement (the “August 2020 NPA”) with

Massachusetts Mutual Life Insurance Company, which wholly-owns Barings, governing the issuance of (1)

$50.0 million in aggregate principal amount of Series A senior unsecured notes due August 2025 (the “Series A

Notes”) with a fixed interest rate of 4.66% per year, and (2) up to $50.0 million in aggregate principal amount of

additional senior unsecured notes due August 2025 with a fixed interest rate per year to be determined (the

“Additional Notes” and, collectively with the Series A Notes, the “August 2025 Notes”), in each case, to qualified

institutional investors in a private placement. The Company issued an aggregate principal amount of $25.0 million

of the Series A Notes on September 24, 2020 and an aggregate principal amount of $25.0 million of the Series A

Notes on September 29, 2020, both of which will mature on August 4, 2025 unless redeemed, purchased or prepaid

prior to such date in accordance with their terms. Interest on the August 2025 Notes is due semiannually in March

and September of each year, beginning in March 2021. In addition, the Company is obligated to offer to repay the

August 2025 Notes at par (plus accrued and unpaid interest to, but not including, the date of prepayment) if certain

change in control events occur. Subject to the terms of the August 2020 NPA, the Company may redeem the August

2025 Notes in whole or in part at any time or from time to time at the Company’s option at par plus accrued interest

to the prepayment date and, if redeemed on or before November 3, 2024, a make-whole premium. The August 2025

Notes are guaranteed by certain of the Company’s subsidiaries and are the Company’s general unsecured obligations

that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company.

Upon the occurrence of an event of default, the holders of at least 66-2/3% in principal amount of the August 2025

Notes at the time outstanding may declare all August 2025 Notes then outstanding to be immediately due and

payable.

The Company's permitted issuance period for the Additional Notes under the August 2020 NPA expired on February

3, 2022, prior to which date the Company had issued no Additional Notes.

November 2020 Note Purchase Agreement

On November 4, 2020, the Company entered into a Note Purchase Agreement (the “November 2020 NPA”)

governing the issuance of (1) $62.5 million in aggregate principal amount of Series B senior unsecured notes due

November 2025 (the “Series B Notes”) with a fixed interest rate of 4.25% per year and (2) $112.5 million in

aggregate principal amount of Series C senior unsecured notes due November 2027 (the “Series C Notes” and,

collectively with the Series B Notes, the “November Notes”) with a fixed interest rate of 4.75% per year, in each

case, to qualified institutional investors in a private placement. Each stated interest rate is subject to a step up of (x)

0.75% per year, to the extent the applicable November Notes do not satisfy certain investment grade conditions and/

or (y) 1.50% per year, to the extent the ratio of the Company’s secured debt to total assets exceeds specified

thresholds, measured as of each fiscal quarter end. The November Notes were delivered and paid for on November

5, 2020.

The Series B Notes will mature on November 4, 2025, and the Series C Notes will mature on November 4, 2027

unless redeemed, purchased or prepaid prior to such date by the Company in accordance with their terms. Interest on

the November Notes is due semiannually in May and November, beginning in May 2021. In addition, the Company

is obligated to offer to repay the November Notes at par (plus accrued and unpaid interest to, but not including, the

date of prepayment) if certain change in control events occur. Subject to the terms of the November 2020 NPA, the

Company may redeem the Series B Notes and the Series C Notes in whole or in part at any time or from time to time

at the Company’s option at par plus accrued interest to the prepayment date and, if redeemed on or before May 4,

2025, with respect to the Series B Notes, or on or before May 4, 2027, with respect to the Series C Notes, a make-

whole premium. The November Notes are guaranteed by certain of the Company’s subsidiaries, and are the

Company's general unsecured obligations that rank pari passu with all outstanding and future unsecured

unsubordinated indebtedness issued by the Company. Upon the occurrence of an event of default, the holders of at

least 66-2/3% in principal amount of the November Notes at the time outstanding may declare all November Notes

then outstanding to be immediately due and payable.

Barings’ parent company, Massachusetts Mutual Life Insurance Company, holds $25.0 million in aggregate

principal amount of the Series B Notes.

February 2021 Note Purchase Agreement

On February 25, 2021, the Company entered into a Note Purchase Agreement (the “February 2021 NPA”) governing

the issuance of (1) $80.0 million in aggregate principal amount of Series D senior unsecured notes due February 26,

2026 (the “Series D Notes”) with a fixed interest rate of 3.41% per year and (2) $70.0 million in aggregate principal

amount of Series E senior unsecured notes due February 26, 2028 (the “Series E Notes” and, collectively with the

Series D Notes, the “February Notes”) with a fixed interest rate of 4.06% per year, in each case, to qualified

institutional investors in a private placement. Each stated interest rate is subject to a step up of (x) 0.75% per year, to

the extent the applicable February Notes do not satisfy certain investment grade rating conditions and/or (y) 1.50%

per year, to the extent the ratio of the Company’s secured debt to total assets exceeds specified thresholds, measured

as of each fiscal quarter end. The February Notes were delivered and paid for on February 26, 2021.

The Series D Notes will mature on February 26, 2026, and the Series E Notes will mature on February 26, 2028

unless redeemed, purchased or prepaid prior to such date by the Company in accordance with the terms of the

February 2021 NPA. Interest on the February Notes is due semiannually in February and August of each year,

beginning in August 2021. In addition, the Company is obligated to offer to repay the February Notes at par (plus

accrued and unpaid interest to, but not including, the date of prepayment) if certain change in control events occur.

Subject to the terms of the February 2021 NPA, the Company may redeem the Series D Notes and the Series E

Notes in whole or in part at any time or from time to time at the Company’s option at par plus accrued interest to the

prepayment date and, if redeemed on or before August 26, 2025, with respect to the Series D Notes, or on or before

August 26, 2027, with respect to the Series E Notes, a make-whole premium. The February Notes are guaranteed by

certain of the Company’s subsidiaries, and are the Company's general unsecured obligations that rank pari passu

with all outstanding and future unsecured unsubordinated indebtedness issued by the Company. Upon the

occurrence of certain events of default, the holders of at least 66-2/3% in principal amount of the February Notes at

the time outstanding may declare all February Notes then outstanding to be immediately due and payable.

Barings’ parent company, Massachusetts Mutual Life Insurance Company, holds $25.0 million in aggregate

principal amount of the Series D Notes.

November 2026 Notes Indenture

On November 23, 2021, the Company and U.S. Bank Trust Company, National Association (the “Trustee”) entered

into an Indenture (the “Base Indenture”) and a First Supplemental Indenture (the “First Supplemental Indenture”

and, together with the Base Indenture, the “November 2026 Notes Indenture”). The First Supplemental Indenture

relates to the Company’s issuance of $350.0 million aggregate principal amount of its 3.300% notes due 2026 (the

“November 2026 Notes”).

The November 2026 Notes will mature on November 23, 2026 and may be redeemed in whole or in part at the

Company’s option at any time or from time to time at the redemption prices set forth in the November 2026 Notes

Indenture. The November 2026 Notes bear interest at a rate of 3.300% per year payable semi-annually in May and

November of each year, commencing in May 2022. The November 2026 Notes are general unsecured obligations of

the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is

expressly subordinated in right of payment to the November 2026 Notes, rank pari passu with all existing and future

unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s

secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of

the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including

trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.

The November 2026 Notes Indenture contains certain covenants, including covenants requiring the Company to

comply with the asset coverage requirements of Section 18(a)(1)(A) as modified by Sections 61(a)(1) and (2) of the

1940 Act, whether or not it is subject to those requirements, and to provide financial information to the holders of

the November 2026 Notes and the Trustee if the Company is no longer subject to the reporting requirements under

the Exchange Act. These covenants are subject to important limitations and exceptions that are described in the

November 2026 Notes Indenture.

In addition, on the occurrence of a “change of control repurchase event,” as defined in the November 2026 Notes

Indenture, the Company will generally be required to make an offer to purchase the outstanding November 2026

Notes at a price equal to 100% of the principal amount of such November 2026 Notes plus accrued and unpaid

interest to the repurchase date.

The November 2026 Notes were offered to qualified institutional buyers pursuant to Rule 144A under the Securities

Act and to certain non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act.

Concurrent with the closing of November 2026 Notes offering, the Company entered into a registration rights

agreement for the benefit of the purchasers of the November 2026 Notes. Pursuant to the terms of this registration

rights agreement, the Company filed a registration statement on Form N-14 with the SEC, which was subsequently

declared effective, to permit electing holders of the November 2026 Notes to exchange all of their outstanding

restricted November 2026 Notes for an equal aggregate principal amount of new November 2026 Notes (the

“Exchange Notes”). The Exchange Notes have terms substantially identical to the terms of the November 2026

Notes, except that the Exchange Notes are registered under the Securities Act, and certain transfer restrictions,

registration rights, and additional interest provisions relating to the November 2026 Notes do not apply to the

Exchange Notes.

Barings’ parent company, Massachusetts Mutual Life Insurance Company, and certain of its subsidiaries collectively

hold $50.0 million in aggregate principal amount of the November 2026 Notes.

February 2029 Notes Indenture

On February 12, 2024, the Company issued $300 million in aggregate principal amount of 7.000% senior unsecured

notes due 2029 (the “February 2029 Notes”) under a Second Supplemental Indenture, dated February 12, 2024,

between the Company and the Trustee (the “Second Supplemental Indenture” and, together with the Base Indenture,

the “February 2029 Notes Indenture”) to the Base Indenture.

The February 2029 Notes will mature on February 15, 2029 and may be redeemed in whole or in part at the

Company’s option at any time or from time to time at the redemption prices set forth in the February 2029 Notes

Indenture. The February 2029 Notes bear interest at a rate of 7.000% per year payable semi-annually in February

and August of each year, commencing in August 2024. The February 2029 Notes are general unsecured obligations

of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is

expressly subordinated in right of payment to the February 2029 Notes, rank pari passu with all existing and future

unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s

secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of

the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including

trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.

The February 2029 Notes Indenture contains certain covenants, including covenants requiring the Company to

comply with the asset coverage requirements of Section 18(a)(1)(A) as modified by Section 61(a)(1) and (2) of the

1940 Act, whether or not it is subject to those requirements (but giving effect to exemptive relief granted to the

Company by the SEC), and to provide financial information to the holders of the February 2029 Notes and the

Trustee if the Company is no longer subject to the reporting requirements under the Exchange Act. These covenants

are subject to important limitations and exceptions that are described in the February 2029 Notes Indenture.

In addition, on the occurrence of a “change of control repurchase event,” as defined in the February 2029 Notes

Indenture, the Company may be required by the holders of the February 2029 Notes to make an offer to purchase the

outstanding February 2029 Notes at a price equal to 100% of the principal amount of such February 2029 Notes plus

accrued and unpaid interest to the repurchase date.

Barings’ parent company, Massachusetts Mutual Life Insurance Company, holds $25.0 million in aggregate

principal amount of the February 2029 Notes.

August 2020 NPA [Member]

Capital Stock, Long-Term Debt, and Other Securities [Abstract]

Long Term Debt, Title [Text Block]

August 2020 Note Purchase Agreement

Long Term Debt, Structuring [Text Block]