This Tender Offer Statement on Schedule TO (this
Schedule TO
) relates to the
offer by Barings BDC, Inc., an externally managed,
non-diversified,
closed-end
management investment company incorporated in Maryland that has elected to be regulated as
a business development company under the Investment Company Act of 1940, as amended (
Barings BDC
or the
Company
), to purchase for cash, for an aggregate purchase price of not more than $50,000,000,
the Companys shares of common stock, par value $0.001 per share (the
Shares
), at a price specified by the tendering stockholders of not greater than $11.72 or less than $10.20 per Share, net to the seller in cash,
less any applicable withholding taxes and without interest, upon the terms and subject to the conditions described in the Offer to Purchase, dated August 7, 2018 (the
Offer to Purchase
), a copy of which is filed
herewith as Exhibit (a)(1)(A), and the related Letter of Transmittal (the
Letter of Transmittal
, which, together with the Offer to Purchase, as each may be amended or supplemented from time to time, constitute the
Offer
), a copy of which is filed herewith as Exhibit (a)(1)(B). This Schedule TO is intended to satisfy the reporting requirements of Rule
13e-4(c)(2)
promulgated under the
Securities Exchange Act of 1934, as amended (the
Exchange Act
).
The information contained in the Offer to Purchase and
the Letter of Transmittal, respectively, as each may be amended or supplemented from time to time, is hereby incorporated by reference in response to certain items of this Schedule TO.
ITEM 1.
|
SUMMARY TERM SHEET.
|
The information under the heading Summary Term Sheet included in the Offer to Purchase is incorporated herein by reference.
ITEM 2.
|
SUBJECT COMPANY INFORMATION.
|
(a)
Name and Address.
The name of the issuer is Barings BDC, Inc. The address and telephone number of the issuers principal executive
offices are: 300 South Tryon Street, Suite 2500, Charlotte, North Carolina 28202 and (704)
805-7200.
(b)
Securities.
The subject securities are Barings BDCs shares of common stock, par value $0.001 per share. As of August 6, 2018, there were 56,186,025 Shares issued and outstanding.
(c)
Trading Market and Price.
Information regarding the trading market and price of the Shares is incorporated herein by reference from the Offer
to Purchase under the heading Section 8Price Range of Shares; Distributions.
ITEM 3.
|
IDENTITY AND BACKGROUND OF FILING PERSON.
|
(a)
Name and Address.
The filing person and subject company to which this Schedule TO relates is Barings BDC, Inc. The address and telephone
number of Barings BDC is set forth under Item 2(a) above. The names of the directors and executive officers of Barings BDC are as set forth in the Offer to Purchase under the heading Section 10Interests of Directors, Executive
Officers and Affiliates; Transactions and Arrangements Concerning the Shares, and such information is incorporated herein by reference. The business address and business telephone number of each director and executive officer of Barings BDC is
c/o Barings BDC, Inc., 300 South Tryon Street, Suite 2500, Charlotte, North Carolina 28202.
ITEM 4.
|
TERMS OF THE TRANSACTION.
|
(a)
Material Terms.
The material terms of the transaction are incorporated herein by reference from the Offer to Purchase under the headings
Summary Term Sheet, Introduction, Section 1Number of Shares; Purchase Price; Odd Lots; Proration, Section 2Purpose of the Offer; Certain Effects of the Offer; Plans or Proposals,
Section 3Procedures for Tendering Shares, Section 4Withdrawal Rights, Section 5Purchase of Shares and Payment of Purchase Price, Section 7Conditions of the
Offer, Section 9Source and Amount of Funds, Section 11Interests of Directors, Executive Officers and Affiliates; Transactions and Arrangements Concerning the Shares,
Section 14Material U.S. Federal Income Tax Consequences and Section 14Extension of the Offer; Termination; Amendment. There will be no material differences in the rights of the remaining security holders
of the Company as a result of this transaction.
2