Greetings. At this time, I would like to welcome everyone to the Barings BDC Inc Conference call for the quarter ended September 30th, 2023. All participants are in a listen-only mode. A question-and-answer session will follow the company's formal remarks. [Operator Instructions] Today's call is being recorded and a replay will be available approximately two hours after the conclusion of the call on the company's website at www.barings.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 and Forward-Looking Statements in the company's quarterly report on Form 10-Q for the quarter ended September 30th, 2023, as filed with the Securities and Exchange Commission. Bearings BDC undertakes no obligation to update or revise any forward-looking statements unless required by law. I will now turn the call over to Eric Lloyd, Chief Executive Officer of Barings BDC.

Thank you, operator, and good morning, everyone. With it being Veterans Day tomorrow, I want to start off by thanking all the veterans that are on the phone, and any of their family members or loved ones who've supported veterans over the years. We're very grateful for your service and everything you've done for our country. [Indiscernible] we appreciate you joining us for today's call. Please note that throughout today's call, we'll be referring to our third quarter 2023 earnings presentation that's posted on the investor relations section of our website. On the call today I'm joined by Barings Co-Head of Global Private Finance and President of Barings BDC, Ian Fowler; the BDC's Chief Financial Officer, Elizabeth Murray, and the BDC's Co-Portfolio Managers, Bryan High and Matt Freund. I'd like to start by acknowledging that we have refreshed them with a presentation of our financial information and portfolio statistics. Over the course of the past several months, the team has been intentional about presenting information in a manner consistent with how we review and manage the portfolio. The strategy has not changed. Barings BDC was and remains an investor in the credit of companies engaged in the middle market. Our portfolio is predominantly sponsor-backed and is complemented by a selection of non-sponsored and platform investments. Our portfolio strategy is outlined in greater detail on slide five. We will not spend time this morning discussing our approach. We hope our investors and partners understand that this strategy serves as our guiding light and as we continue to successfully invest throughout the market and deliver compelling returns to our shareholders. And with the acknowledgement of a new stylistic deal out of the way, we'll shift our attentions to the important matters at hand and discussing performance during the quarter. BBDC exhibited stability…

Thanks, Eric. Recall that BBDC is managed by Barings LLC, a credit-focused asset manager with more than $300 billion of assets under management. The bulk of our portfolio sourced from the Global Private Finance team, an organization with more than 100 investment professionals located around the globe, providing financing solutions to preeminent middle market companies sponsored by private equity firms. BBDC’s portfolio increased by $34 million on a net basis in the quarter, with gross fundings of $138 million offset by $104 million of repayments and sales, which included approximately $50 million of sales to our Jocassee joint venture. Activity during the year has been tempered as private equity buyers take a pause in this rising rate environment to likely determine any impact on valuations. Investment bankers who serve as the tip of the spear and a sell-side buyout have indicated they are sitting on record backlogs of new transaction opportunities. The messaging has been consistent for the past 12-months as more and more opportunities are being added to the backlog. However, sponsors appear reticent to bridge the valuation gap between 2021 purchase price multiples and today's range based on financing costs. The deluge of opportunities is being held up by the dam that is buttressed by a resetting of the cost of capital and general economic unease. We have seen an increase in the number of early-stage opportunities within the platform, but unfortunately, conversion rates to closed deals are trending towards historic lows. Sponsors continue to execute on add-ons for companies already within their portfolios, which makes sense as add-on multiples are below the original platform purchase price, in effect enabling sponsors to reduce their cost bases and hedge against any compression and exit multiples. Investors in Barings BDC benefit by having a seasoned portfolio that provides opportunities to…

Thanks Ian. On slide 15 you can see the full bridge of the NAV per share movement in the third quarter. Our net investment income exceeded the $0.26 per share dividend by 19%. Net unrealized appreciation from investments, CFA's and FX listed NAB per share by $0.02, which was offset by net realized losses on the portfolio of $0.16 per share. The $0.16 per share realized loss was predominantly due to the exit of our investments in Carlson Travel and the restructuring of Learfield Communications, which were partially reclassified from unrealized depreciation. We are very pleased with our portfolio's performance amid a backdrop of economic uncertainty, and this highlights our conservative approach to underwriting and portfolio construction. The valuation of the credit support agreements decreased approximately $6 million, which was driven by improved performance in the underlying Sierra position, as Eric mentioned. Our net investment income per share was $0.31 for the quarter, driven by higher base rates and lower incentive fees due to realized and unrealized losses in the quarter and the incentive decap. This was partially offset by lower dividends from our platform and joint venture investments. From a balance sheet perspective, gross total debt to equity was 1.27 times in September 30th. Our net leverage ratio, which we view as more reflective of the true leverage position of the vehicle was 1.18 times at quarter end, up modestly from 1.15 times in the quarter ended June 30th and currently sits within our long-term target of 0.9 times to 1.25 times. We will continue to manage the capital structure in a manner that is consistent with our investment grade rating profile. Barings BDC is thankful that years of thoughtful stewardship of our liability structure leaves us in an enviable position of avoiding issuance at historically high rates. Our…

Thank you. We will now be conducting a question-and-answer session. [Operator Instructions] Our first questions come from the line of Kyle Joseph with Jefferies. Please proceed with your questions.

Hey, good morning everyone. Thanks for taking my questions. Ian appreciate the color you gave around -- on the deal outlook into ‘24. Sounds like a little bit cautiously optimistic with a lot of dry powder out there. But an election cycle and some macro uncertainty. Just kind of want to pick your brain on what you see spreads doing. Obviously, we can look at the forward curve to see what base rates are expected to do? But given a lot of the moving parts in the market just kind of want to see where spreads are in the context historically and where you could see those trending next year. And give us a sense for portfolio yields as you look into ‘24, given market dynamics and the forward curve?

Yes, sure. Good morning, Kyle. Happy to do that. And I'll start off. Obviously, I don't have a crystal ball and I have been doing this for 25-plus years. And this is definitely a little bit of a different market than I've seen over the 25-years. But I think you nailed it. I mean, right now, we're in this anemic environment in terms of deal activity, because of this gap between buyer and seller on valuation. And you can understand why private equity firms are hesitant to go all in right now, because there's still obviously inflationary pressures out there. I think it seems like the Fed's backed off on telegraphing another 25 basis points, 50 basis points, but the higher and longer is elevated rates is definitely going to have an impact. And we really don't know where valuations are trading at because it's not a normal functioning market with a lot of deal flow. So, like you said, that's the environment that we're in. I think to the extent we start to see some direction in terms of base rates, maybe getting closer to the election, pulling back a bit, and then getting through the uncertainty of the election, I think that's when you might see, I'm not going to say floodgates open, but there is a ton of deals out there waiting to come to market. So when you look at today's market and the deal activity that's out there, especially on the new platform side, there are law managers that don't have portfolios that they can rely on. 70% of our deal flow is coming from our portfolio, which is great because of all the economic uncertainty. It's nice being able to invest in companies you know and understand well, so that's very attractive. But for new activity and with managers that don't have portfolios, they're being pretty aggressive on spreads. And so if it's an attractive property that's coming to market, we're seeing spreads compress anywhere from 50 basis points to 75 basis points, maybe even as high as 100 basis points, depending on the deal and the opportunity. But again, I think if you look at, this is my perspective over 25-years, if you look at the all-in yields over 25-years, there's always been a little bit of a reversion to a mean. As base rates go up, spreads come down, and we've just seen that historically in this asset class. So I'm not surprised by it, but at the end of the day, we're still generating extremely attractive all-in yields for first-liens senior secured risk. So, it's a great vintage for this asset class.

Yes, very helpful. And then -- oh, sorry.

No, I was just going to say sorry for the long-winded answer.

Oh, no. I was going to say I have a follow-up, but keep your crystal ball out. But so in the context of potentially declining rates next year, how do you guys think about repayments? Obviously, the rate environment has muted repayments over the last about 18-months. But you know as we go into a potentially declining base rate environment obviously these are floating rate assets, which probably provide some insulation, but obviously if M&A were to pick up that would offset that. But yes, kind of, give us a sense, repayments have been muted for a while now, but you're out looking into ’24?

Yes, so great question. You know, I can use ‘21, the back half of ‘21, as a benchmark. Because obviously, same different reasons, but same situation. You know, the M&A market was stalled. And then once we came out of COVID, the floodgates opened in the back half of ’21 was an incredible year in terms of volume and quality of deals that came to market. And if the crystal ball is true and it plays out that the Fed starts cutting rates close to the election and we go into ‘25, I would expect the same sort of situation to occur with the M&A market. And I think to your point, right now the benefit that we have, especially with our portfolio, which is performing really well, we have very little runoff. And so whatever new deal activity we have is actually allowing us to increase our AUM. This is across our platform. That will obviously change. We saw that in ‘21 where runoff increased pretty dramatically as properties were traded. So definitely would expect that to increase dramatically when the M&A market opens up. But on the flip side, as long as you have a strong origination team and leadership position in the market, I think you'll be able to replace that runoff with new deal activity. So it'll be extremely busy just like it was back half of ‘21.

Got it, very helpful. Thanks for answering my questions.

Yes, thanks Kyle.

Thank you. Our next question has come from the line of Robert Dodd with Raymond James. Please proceed with your question.

Hi, guys, and congratulations on the quarter. Another question for you Ian, probably. In your prepared remarks and you have said the conversion rates of actually -- deals actually coming to closing, heading towards historic lows. Can you give us any, I mean, is that because sponsors are pulling deals, because of the valuation? Is it the level of competition for the high quality deals there's still a lot of people that want them. I mean, can you give us any color on what's driving that or to historic low levels of conversion?

Yes, sure Robert, and good morning.

Good morning.

I can probably at some point get you an exact breakdown, but I mean, for sure it's all of the above. I would say that it's not so much like the quality of deals, right? Because those deals just aren't even making it through the screen, at least with the sponsors that we focus on. And so they're looking at properties that are high quality properties. I think you have a couple of factors. I think definitely the valuation is an issue and also there's a catch up, right? Because if you think about the elevated interest rate environment, you're not really seeing the full impact of that interest rate effect until you get the next quarter's financials. And now we're kind of at this point where we're starting to see like the full-year impact. So if we kind of go back over the last three, six months, there was a little bit of a catch up because they're showing a quarter earlier and maybe the performance was much more decent, but now all of a sudden, performance is eroding a bit because of the inflationary and higher base rates. And so then you get in this whole, negotiation around valuation and deals fall apart. So I've seen that for sure in a lot of situations. On the competitive side, what's really unique, I think, right now in this deal environment, it's because there's not a lot of new properties coming to market that are extremely attractive. So the compression of the deal cycle has really been reduced. And a lot of times lenders are really not coming in or allowed to come in by the investment bankers till the second stage because they're really trying to control these deals and certainly sponsors that are working these deals are trying to avoid losing to the competition. So it's fiercely competitive out there. We've got to be really responsive as a team to be working very quickly with these sponsors, going through all the third-party diligence and doing our underwriting, so we're not slowing them down. But that definitely is an overall theme in the market.

I appreciate that, thank you for the color. On another one, on different subject, on the buyback, obviously you didn't buyback in the third quarter, did in the second. Can you give us any, I mean, was it blackout dates? What would, you know, obviously what we end or anything, but you did have in Investor Day. Can you give us any comment on why no buybacks in Q3 versus quite a lot in Q2?

Yes, Robert, great question and as we mentioned on Investor Day since 2019 we spent 73 million buying shares which equates to like 8 million shares. In 2Q, we bought 1.4 million shares at an average price of $7.75. As of yesterday, I think we were around $9.39, is what we closed at. And this quarter we had to balance leverage with some portfolio opportunities. And as we've always said, we're very shareholder friendly. We're very committed to our share buybacks, but this just wasn't a quarter that it worked out and you will see us in the market in coming quarters. Since 2019 we've been in the market 11 out of 12 times when we weren't blacked out. So you can know that we're committed to it. We just had to choose different levers this quarter.

Got it. Thank you.

Yes.

Thank you. Our next questions come from the line of Casey Alexander with Compass Point. Please proceed with your questions.

Hi. Good morning. Thank you for taking my questions. The two Sierra positions that were realized after the end of the quarter. Can you tell us how they were realized just relative to what their marks were? I don't even need to know the names, just if there's any additional gain or loss on those subsequent to the end of the quarter versus the three-quarter mark?

Yes, Casey, so like you said, we exited two, one we exited, I want to say, about $20,000 above the mark, and the other one was, I mean, the other one was marked at only $9,000, and we either exited that, like, right around the mark or slightly under. So very immaterial to the overall portfolio.

Okay, that's fine. That's fine. Thank you, Elizabeth. Then looking at slide 13, we see what the portfolios are at. What is the mark-to-market loss on the Sierra portfolio and the MVC portfolio, just so that we can compare them to where the credit support agreements are valued?

So I'm going to give you a couple data points, Casey, which I think will answer your question, if not, let me know. So MVC, the current portfolio is valued at $62.5 versus prior quarter was $72.4, where the CSA was valued at $16.8 versus $15.6. So that's the MVC portfolio.

But that's not what I'm asking. What I'm asking is the CSA is -- for MVC is valued at $16.8. The top side of the CSA is $23. What is the actual current mark-to-market loss on the MVC portfolio?

Got it. So that's about $30 million, Casey.

Okay, that's about $30 million. Okay, and what's the actual mark-to-market loss on the Sierra portfolio?

It's about $28 million.

Okay, it's about $28 million. So, all right. That's great. Thank you. And then, Ian, can you give us some view into security, which I understand is an MVC position, but it was marked down $10 million quarter-over-quarter. So that's a pretty big change in that valuation. And then past that, I know you've got different guys who work on core. Core was marked up $6 million to 75% of par, I would be interested in hearing about the package of securities that you think you're going to receive on core that fed into your ability to market at 75% of par.

Yes. Hey, Casey. I'm going to let Matt. Yes, I'm going to let Matt.

Yes, good. Ian and I had the same thought. Good morning, Casey. Appreciate the question. And so as you may recall, the position in security holdings is equity oriented. During the course of the past quarter, there were some projects that unfortunately shifted to the right. I think that the impact of the financials is that the EBITDA trended a little bit against us as you apply an enterprise value multiple to that figure. It just magnifies the impact of the timing dynamic associated with performance. And so this is the unfortunate reality of equity positions whenever they constitute a portfolio is that they can be a little bit more volatile and we were exposed on the volatility side this particular quarter, but don't have any reason to be concerned with respect to that position longer term and are optimistic that over an intermediate period of time we'll see the recovery and the performance. I'm actually going to turn the call over to Bryan to speak to core more specifically.

Yes, thanks, Matt. And hey, Casey. In terms of core, so from a process perspective, they've reached an agreement with all parties. They still have to get disclosure statements approved and solicitation needs to go out for everyone to make elections in terms of how they want to vote as it relates to the plan. As I know you know, we've talked about previously, there's a couple of different options in terms of what the equipment loan holders can receive, one of which is reinstated debt of roughly $0.80 on the dollar, and the other is equity in the business on the go for it, reorganized equity. So that solicitation process has not happened yet. We still have the ability to make an election there, and we're evaluating both of those options.

Okay, great. Thank you for taking my questions. I appreciate it.

Thank you, Casey.

Thank you. We have reached the end of our question-and-answer session. I would now like to turn the floor back over to Eric Lloyd for any closing remarks.

Just thank everybody for dialing in and everybody have a wonderful weekend.

Thank you. This does conclude today's teleconference. We appreciate your participation. You may disconnect your lines at this time. Enjoy the rest of your day.