Greetings. At this time, I would like to welcome everyone to the Barings BDC, Inc. conference call for the quarter ended June 30, 2021. [Operator Instructions] Today's call is being recorded, and a replay will be available approximately 2 hours after the conclusion of the call on the company's website at www.baringsbdc.com, under the Investor Relations section. Please note that this call may contain forward-looking statements that include statements regarding the company's goals, beliefs, strategies, future operating results and cash flows. Although the company believes these statements are reasonable, actual results could differ materially from those projected in forward-looking statements. These statements are based on various underlying assumptions and are subject to numerous uncertainties and risks including those disclosed under the sections titled Risk Factors in forward-looking statements in the company's annual report on Form 10-K for the fiscal year ended December 31, 2020, and quarterly report from Form 10-Q for the quarter ended June 30, 2021. Each as filed with the Securities and Exchange Commission. Barings BDC undertakes no obligation to update or revise any forward-looking statement unless required by law. At this time, I would like to turn the call over to Eric Lloyd, Chief Executive Officer of Barings BDC.

Thank you, Brock, and good morning, everyone. We appreciate you joining us for today's call. Please note that throughout today's call, we'll be referring to our second quarter 2021 earnings presentation that is posted on the Investor Relations section of our website. On the call today, I'm joined by Barings BDC's President and Barings Co-Head of Global Private Finance, Ian Fowler; Bryan High, Barings Head of U.S. Special Situations and Co-Portfolio Manager; and the BDC's Chief Financial Officer, Jonathan Bock. Before Ian and John review details of our portfolio and second quarter results, I'll begin with some high-level comments about the quarter. Based on the strengthening market trends globally and in the middle market, the second quarter remained very active. Increased deployments along with continued strong portfolio performance helped drive the stable earnings profile and dividend increase we will outline today. Let's begin with the market backdrop shown on Slide 5 of the presentation. The near-term trends we outlined on our last call generally continued into the second quarter with elevated broadly syndicated loan prices and rising BDC equity prices. In several cases, select BDCs traded at or above their pre-COVID highs, and the competitive market for direct lending assets continues to drive BDC net asset values and valuation premiums higher. Barings BDC's performance neared the strong industry results with highlights summarized on Slide 6 of the presentation. Net asset value per share increased 2.2% in the quarter or $0.25 per share to $11.39, with the increase driven by improved portfolio marks on portfolio investments and net investment income, again exceeding our dividend. Our net investment income remained stable at $0.22 per share, aided by interest income associated with new deployments as well as an increase in accelerated OID from repayments. Additionally, the underlying stability of our net investment income…

Thanks, Eric, and good morning, everyone. If you turn to Slide 9, you can see additional details on the investment activity that Eric mentioned. Net new middle market investments totaled $26 million with gross fundings of $241 million, partially offset by sales and repayments of $215 million. New middle-market investments included 21 new platform investments totaling $187 million and $54 million of follow-on investments and delayed draw term loan fundings. We also had $24 million of new cross-platform investments in the quarter. We continue to believe portfolio prepayments will remain elevated across the market, and in the second quarter, Barings BDC began to see a slight increase in prepayments, along with the associated fee income acceleration. Of our $242 million in sales and prepayments, $66 million was associated with full repayments this quarter, $20 million was from partial paydowns and the remaining $156 million was sales to our joint venture. As we outlined last quarter, joint venture sales enabled us to increase portfolio diversification while maintaining a prudent leverage profile at Barings BDC. Slide 10 updates the data we show you each quarter on middle market spreads across the capital structure. We saw continued tightening in the second quarter across the board. The single-B liquid spreads remain inside middle market levels, putting further pressure on middle market spreads. This broad market competition is evidenced in unitranche transactions relative to first lien and second lien loan executions. Turning to Slide 11. Traditionally unitranche executions provide a level of premium pricing when compared to a first lien, second lien structures as a one-stop financing solution provides private equity sponsors with ease of execution. Today, the spread differential between a unitranche transaction and a traditional first lien, second lien execution is approaching all-time tights. Furthermore, first lien pricing is tightening at both the…

Thanks, Ian. Turning to Slide 17. Here's the full bridge of the $0.25 increase in NAV per share to $11.39 as of June 30. Our net investment income outpaced our dividend by $0.02 per share. Net realized gains on our investment portfolio and foreign currency transactions drove an increase of $0.01 per share and net unrealized depreciation on our investment portfolio, foreign currency transactions and credit support agreement drove an increase of $0.22 per share. Additional details on this net unrealized appreciation are shown on Slide 18. The $0.22 per share of net unrealized appreciation, which equates to approximately $14 million, included appreciation of approximately $4.2 million on our current middle market investment portfolio. This appreciation is further broken down by $4.2 million from lower spreads in the broader market for middle-market debt investments and $1 million from improved credit across the portfolio. Now that appreciation was offset by $1 million of depreciation attributable to the impact of the stronger dollar on our middle market investments held in foreign currencies. Our cross-platform investments saw total appreciation of approximately $3.6 million, while the legacy MVC portfolio saw a total net appreciation of $4.3 million. This net appreciation for the legacy MVC portfolio was primarily driven by 2 equity positions that have improved post COVID. Near the bottom of Slide 18, you can see the credit support agreement with Barings had unrealized appreciation of $2.3 million in the quarter. Slides 19 and 20 show our income statement and balance sheets for the last 5 quarters. Now as we've discussed, our net investment income per share remained steady at $0.22 for the quarter driven by a $2.6 million increase in total investment income, higher interest income as well as an increase in accelerated OID on repayments drove that increase. The increase in total…

[Operator Instructions] Our first question today is from Kyle Joseph of Jefferies.

Congratulations on another good quarter. Jon Bock probably started off here actually where you ended. Exciting announcement on the ABL lender acquisition. Can you just walk us through how you see that impacting BBDC's P&L, specifically kind of revenue allocation. Are we going to see kind of heightened dividends going forward?

So Kyle, yes, what we've outlined, and then I think it might be good to just give an overall view of the asset class to our partner, Bryan High is that you can expect from a revenue perspective for additional income to flow in, right, as this is a cash flow yielding equity in terms of distribution. But we also want to exercise some conservatism in how we think about distributions, right? The goal here is to have a cash payment that matches our dividend distribution for BBDC. But as Bryan will outline, the levered returns on strong ABL lending franchises can exceed that amount. So we're positively inclined to see revenue continue to grow, right, absent everything remaining the same across the rest of the investment portfolio. It's a strategic investment for us. And then perhaps it would be worthwhile to get a sense from Bryan, as it relates to the leverage returns and the type of lending that takes place. Bryan?

Sure. As Jon mentioned earlier, we view Eclipse's loan portfolio to have an attractive risk profile where they're lending at a discount to the hard asset value of the underlying portfolio companies. And when you couple that strong risk profile with a combination of their attractive financing at the Eclipse level and the underlying loan portfolio having fees and spreads consistent with a nonbank financing solution, so not your typical ABL that you would see from a commercial bank. The ROE and dividend to the equity holders there can be very attractive, and as Jon outlined in the slide, 8% plus expectations to the underlying shareholders.

Got it. Very helpful. One follow-up for me. I know you guys mentioned that prepayments picked up. But I mean, going through the slides, it really looks like the majority of sales or repayments in the quarter were kind of instigated by you guys? How have you been able to manage prepayment activity in what seems like a relatively hot market?

Jon, do you want me to me to step in.

Yes, that's actually perfect. Yes, I'll say from the sales standpoint, right, you caught it right there, the mass majority of the sales and repayments were sales to the joint venture, which are primarily just a function of us enhancing diversification. And so for the prepayment question, go straight to Ian on the prepayments on the portfolio.

Yes. So Kyle, basically, as you look at a market, especially a market that we're in right now, where we're now, I think, in the third quarter of significant volume and activity in this as we've indicated, a lot of capital has come into the market, more capital than ever. Obviously, the market gets incredibly frothy and also underlying all of that, we have a change in the administration and probably a lot of people thinking about potential tax changes occurring on the horizon. And that's a catalyst to activity. And so when we look at prepayments today, unlike early in my career when a lot of it was moving when sponsors exit deals have moved into IPOs or sale to strategics, most of the prepayments are going to other sponsors. So it's a sponsor-to-sponsor LBO. And so we have a lot of strategies around retaining good assets, connecting with management teams so that we can at least have their input in the sale process that they'd like us to continue to be their agent. And so as long as the -- we like the sponsor and we underwrite the sponsor and we're okay financing that deal for the new sponsor, and we're comfortable with the terms and the documentation and structure. We're going to do everything we can to retain that asset. And that's a really key strategy in a market like this.

The next question is from Robert Dodd of Raymond James.

First, on the competitive environment, on Slide 11. When we look at the EBITDA range where the compression, as you mentioned, spreads have been compressing. But when we look at the 20% to 29% range, which is solidly your target range and your average EBITDA, spreads actually widened slightly this quarter versus last quarter, which obviously goes kind of comfort of what we're seeing broadly in the market. I mean can you give us any comment on why that's happening in kind of your core market? Is it just defensively more protected because of the EBITDA range that you're kind of targeting? Or any color on how that market is kind of spreadwise outperforming the others.

Yes. So great question, Robert. And look, I mean, this is something that's actually been in place for a while. It's one of the reasons from a relative value perspective. We like this segment of the middle market. I mean the problem with the lower end of the middle market is there's just so many players in that space. Everyone is trying to put money to work. And so when you look at spread compression at that lower end, it just gets insane because of so many players in that market just trying to put money out the door. I think on the larger end, what you see is -- and again, people that we typically compete with, do move up market, I would say the people that in the middle of the middle market that we compete with aren't really doing the low end of the middle market, right? So it's really more middle and up. And I think a lot of those platforms, again, are very focused because they've raised so much capital to put as much money out the door as possible. And so they're kind of moving up market. And we're starting to see the broadly syndicated market do some interesting things recently with this compliance. So compliance transaction that was a deep unitranche with delayed draw term loan attached to it. And so that market has just gotten really crazy competitive. And so you're seeing just way more compression on the upper end of the middle market. The middle of the middle market, not to say that people don't want to do deals in that market, but that's where we really focus all of our energy and try to create that beachhead there. And you've got to be able to go in and write check sizes of $300 million to $400 million to play in that space. And that our ability to do that really kind of blocks the lower end. And again, on the upper end, I think a lot of those shops are looking to put more dollars out the door.

Then one more, if I can. I mean when we look at Jocassee, Thompson Rivers, now Eclipse, I would presume Eclipse is a nonqualified asset, but I might be wrong on that. I mean you've still got a lot of room potentially in the nonqualified bucket is what it looks like to me, but correct me if I'm wrong. I mean, any other -- I mean, obviously, Eclipse is a great addition, ABL, different from other areas of the market, diversifying sources of income, I mean all good things. I mean in the other areas you're looking at that could potentially take advantage of the nonqualified bucket even more?

I'd say right now, you're seeing kind of the use of our wide frame of reference as a great complement to Ian and our European counterparts strategy in the middle of the middle market. No really targeted plans to do anything different. When the options are presented to us, we will execute on them. But Robert, if you think of the breakout, we provide a pretty wide diversification already across a number of asset classes where Barings as well as our parent have a high degree of expertise hence we're very comfortable with where we sit today. It doesn't mean that new one can't come across. But at this moment in time, we feel the asset mix here is attractive to navigate what we believe to be an increasingly competitive marketplace.

The next question is from Casey Alexander of Compass Point.

Can you discuss the credit history of the Eclipse?

So long term, I'll give some overall views, but it would be realized losses sub-15 basis points. That's going to be emblematic of the asset class that went in, Casey, simply because when you're lending inside of net orderly liquidation value, you can find that there's quite a bit of margin to protect yourself in the event that a forced liquidation needs to occur to receive your principal back. But very superlative. And also a demonstration of the team that we've partnered with here at Encina now rebranded Eclipse as a fantastic addition and long-time investor in asset-based lending.

Is there a pocket of business industries that they specialize in, a lot of these ABLs are retail heavy. Where does Eclipse fit in terms of the profile of the people they lend to?

I'd argue that, Casey, it's broad. It'd be broad that you would expect from a team that's also had a strong pedigree in commercial banking, but there can be certain pockets of expertise, whether it's going to be e-commerce or retail or some heavy more, what we call, heavier industries that require a distinct or a certain amount of capital. It runs the gamut as you'd expect anyone inside ABL to do to have a wide swath of expertise. But those 2 industries stick out in my mind, and you'd find that asset-based loans, right, depending on kind of how commercial banks are approaching various industries, et cetera, can kind of ebb and flow and create additional pockets of industry exposure.

Next question is from Finian O'Shea of Wells Fargo.

A question on the sell-downs of the JV. I think you mentioned $150 million or so. Yes, can you describe if that was like a new origination or your prevailing credit book? And then sort of what was the thinking on that?

Yes. Fin, so primarily new origination. And remember, we always think about our partners in the joint venture. We're here to complement diversification versus the use of other joint ventures in the BDC space to just heavily lever assets to drive return and distribution, right? So the refresher is this BDC -- this joint venture is not designed to solve the yield problem at the BDC. It's designed to enhance diversification to other asset classes that we at Barings have expertise in. And so primarily, you can see the transfers down to the joint venture are our European loans, right, which are considered nonqualified on our -- on the BDC balance sheet and there is an interest just given our strength of lending in Europe for those assets to be owned in the joint venture. So that's the primary kind of, I'd say, impetus behind the transfers. It's new originations, right, because we always believe that it's more important instead of having one loan for $20 million on the BDC balance sheet, it's better to have 2 with $10 million and you can continue to see that occurring. But again, JV is here, it's about diversification, and that's our focus as opposed to effectively enhancing yield as biggest one can to solve a yield problem at the BDC.

Okay. That's helpful. And then can you talk a bit -- there's some language on consumer finance, unsecured consumer finance in the Waccamaw vehicle. Can you describe that strategy?

Yes. Sure. So these are going to be small allocations. But again, our focus on the wide frame of reference kind of benefits from Barings LLC's very, very wide and our parent's very, very wide investment frame of reference. So in certain segments you'll find that there is unique access to consumer deal flow, certainly not in large amounts, and you can see that the Waccamaw joint venture itself is relatively small and also has attracted third-party capital. But our focus would be on certain categories where our frame of reference allows us to invest alongside a number of origination units that are accessing niche areas of the market. And in some cases, it can be tied to vocational school style lending, right, as it relates to coding schools or there are areas where certainly there are very low loss rates and very attractive investments. And that can be driven just by the fact that our funnel, right, in Baring's relationships with a number of originators, both commercial and consumer is very, very attractive given what we offer them and how they want to partner with us. So short answer, it's also a small investment, but our focus here is, again, making sure that we have a particularly wide frame because both consumer and commercial risk can work together provided that you don't over accentuate or overemphasize one or another.

There are no additional questions at this time. I would like to turn the call back to Eric Lloyd for closing remarks.

I just want to thank everybody for joining in. I know it's a busy time and for many people here on the phone it's early Friday morning. So I just hope everybody is staying healthy out there and staying positive and look forward to seeing everybody hopefully in the near future. So everybody, take care of yourself, and thanks for dialing in.

This concludes today's conference. You may disconnect your lines at this time. Thank you for your participation.