UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)


ý			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~March 31,~~June 30, 2022


¨			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 814-01348

Barings Capital Investment Corporation

(Exact name of registrant as specified in its charter)


Maryland						~~85-06454007~~85-0654007
(State or other jurisdiction of						(I.R.S. Employer
incorporation or organization)						Identification No.)

300 South Tryon Street, Suite 2500 Charlotte, North Carolina						28202
(Address of principal executive offices)						(Zip Code)

Registrant's telephone number, including area code: (704) 805-7200

Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report: N/A

Securities registered pursuant to Section 12(b) of the Act: None.

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ¨ No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.


Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	ý	Smaller reporting company	¨
		Emerging growth company	ý
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.			¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No ý

The number of shares outstanding of the registrant’s common stock on ~~May 5,~~August 9, 2022 was ~~26,939,328.~~27,209,484.

BARINGS CAPITAL INVESTMENT CORPORATION

TABLE OF CONTENTS

QUARTERLY REPORT ON FORM 10-Q


		Page
PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements
	Unaudited Consolidated Balance Sheet as of ~~March 31,~~June 30, 2022 and Consolidated Balance Sheet as of December 31, 2021	3
	Unaudited Consolidated Statement s of Operations for the Three and Six Months Ended ~~March 31,~~June 30, 2022 and 2021	4
	Unaudited Consolidated Statement s of Changes in Net Assets for the Three and Six Months Ended ~~March 31,~~June 30, 2022 and 2021	6
	Unaudited Consolidated Statement s of Cash Flows for the ~~Three~~Six Months Ended ~~March 31,~~June 30, 2022 and 2021	78
	Unaudited Consolidated Schedule of Investments as of ~~March 31,~~June 30, 2022	89
	Consolidated Schedule of Investments as of December 31, 2021	2326
	Notes to Unaudited Consolidated Financial Statements	3640
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	6671
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	8389
Item 4.	Controls and Procedures	8590

PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	8691
Item 1A.	Risk Factors	8691
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	8691
Item 3.	Defaults Upon Senior Securities	8691
Item 4.	Mine Safety Disclosures	8691
Item 5.	Other Information	8791
Item 6.	Exhibits	8792
Signatures		8893

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

Barings Capital Investment Corporation

Consolidated Balance Sheets

(in thousands, except share and per share data)


		March 31, 2022		December 31, 2021			June 30, 2022		December 31, 2021
		(Unaudited)					(Unaudited)
Assets:	Assets:					Assets:
Investments at fair value:	Investments at fair value:					Investments at fair value:
Non-Control / Non-Affiliate investments (cost of $888,894 and $748,498 as of March 31, 2022 and December 31, 2021, respectively)		$	888,788	$	754,861
Affiliate investments (cost of $115,328 and $106,145 as of March 31, 2022 and December 31, 2021, respectively)		128,377		110,281
Non-Control / Non-Affiliate investments (cost of $1,023,345 and $748,498 as of June 30, 2022 and December 31, 2021, respectively)						Non-Control / Non-Affiliate investments (cost of $1,023,345 and $748,498 as of June 30, 2022 and December 31, 2021, respectively)	$	999,797	$	754,861
Affiliate investments (cost of $115,957 and $106,145 as of June 30, 2022 and December 31, 2021, respectively)						Affiliate investments (cost of $115,957 and $106,145 as of June 30, 2022 and December 31, 2021, respectively)	125,304		110,281

Total investments at fair value	Total investments at fair value	1,017,165		865,142		Total investments at fair value	1,125,101		865,142
Cash	Cash	163,066		41,951		Cash	123,950		41,951
Foreign currencies (cost of $8,536 and $3,072 as of March 31, 2022 and December 31, 2021, respectively)		8,583		3,098
Foreign currencies (cost of $30,114 and $3,072 as of June 30, 2022 and December 31, 2021, respectively)						Foreign currencies (cost of $30,114 and $3,072 as of June 30, 2022 and December 31, 2021, respectively)	29,987		3,098
Interest and fees receivable	Interest and fees receivable	16,842		11,876		Interest and fees receivable	20,523		11,876
Prepaid expenses and other assets	Prepaid expenses and other assets	1,081		640		Prepaid expenses and other assets	7,226		640
Deferred financing fees	Deferred financing fees	2,899		3,338		Deferred financing fees	3,315		3,338
Receivable from unsettled transactions	Receivable from unsettled transactions	156		40,994		Receivable from unsettled transactions	1,434		40,994
Total assets	Total assets	$	1,209,792	$	967,039	Total assets	$	1,311,536	$	967,039
Liabilities:	Liabilities:					Liabilities:
Accounts payable and accrued liabilities	Accounts payable and accrued liabilities	$	980	$	854	Accounts payable and accrued liabilities	$	885	$	854
Interest payable	Interest payable	1,219		515		Interest payable	2,151		515
Administrative fees payable	Administrative fees payable	335		200		Administrative fees payable	345		200
Base management fees payable	Base management fees payable	355		285		Base management fees payable	409		285
Incentive management fees payable	Incentive management fees payable	4,383		3,570		Incentive management fees payable	3,002		3,570

Derivative liability	Derivative liability	1,227		537		Derivative liability	480		537
Payable from unsettled transactions	Payable from unsettled transactions	7,458		18,141		Payable from unsettled transactions	5,767		18,141
Borrowings under credit facility		484,366		458,109
Borrowings under subscription and credit facilities						Borrowings under subscription and credit facilities	594,241		458,109

Notes payable (net of deferred financing fees)	Notes payable (net of deferred financing fees)	99,870		—		Notes payable (net of deferred financing fees)	99,669		—

Total liabilities	Total liabilities	600,193		482,211		Total liabilities	706,949		482,211
Commitments and contingencies (Note 7)	Commitments and contingencies (Note 7)					Commitments and contingencies (Note 7)
Net Assets:	Net Assets:					Net Assets:
Common stock, $0.001 par value per share (500,000,000 shares authorized, 26,939,328 and 21,614,872 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively)		27		22
Common stock, $0.001 par value per share (500,000,000 shares authorized, 27,209,484 and 21,614,872 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively)						Common stock, $0.001 par value per share (500,000,000 shares authorized, 27,209,484 and 21,614,872 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively)	27		22
Additional paid-in capital	Additional paid-in capital	584,338		465,631		Additional paid-in capital	590,451		465,631
Total distributable earnings	Total distributable earnings	25,234		19,175		Total distributable earnings	14,109		19,175
Total net assets	Total net assets	609,599		484,828		Total net assets	604,587		484,828
Total liabilities and net assets	Total liabilities and net assets	$	1,209,792	$	967,039	Total liabilities and net assets	$	1,311,536	$	967,039
Net asset value per share	Net asset value per share	$	22.63	$	22.43	Net asset value per share	$	22.22	$	22.43

See accompanying notes.

Barings Capital Investment Corporation

Unaudited Consolidated Statements of Operations

(in thousands, except share and per share data)


		Three Months Ended		Three Months Ended			Three Months Ended		Three Months Ended		Six Months Ended		Six Months Ended
		March 31, 2022		March 31, 2021			June 30, 2022		June 30, 2021		June 30, 2022		June 30, 2021
Investment income:	Investment income:					Investment income:
Interest income:	Interest income:					Interest income:
Non-Control / Non-Affiliate investments	Non-Control / Non-Affiliate investments	$	13,321	$	4,442	Non-Control / Non-Affiliate investments	$	17,653	$	7,076	$	30,975	$	11,517
Affiliate investments	Affiliate investments	58		—		Affiliate investments	96		—		154		—

Short-term investments	Short-term investments	—		6		Short-term investments	—		—		—		6
Total interest income	Total interest income	13,379		4,448		Total interest income	17,749		7,076		31,129		11,523
Dividend income:	Dividend income:					Dividend income:
Non-Control / Non-Affiliate investments	Non-Control / Non-Affiliate investments	123		—		Non-Control / Non-Affiliate investments	63		33		186		33
Affiliate investments	Affiliate investments	3,667		—		Affiliate investments	2,811		334		6,478		334

Total dividend income	Total dividend income	3,790		—		Total dividend income	2,874		367		6,664		367
Fee and other income:	Fee and other income:					Fee and other income:
Non-Control / Non-Affiliate investments	Non-Control / Non-Affiliate investments	1,016		295		Non-Control / Non-Affiliate investments	1,723		471		2,738		766

Affiliate investments						Affiliate investments	5		—		5		—

Total fee and other income	Total fee and other income	1,016		295		Total fee and other income	1,728		471		2,743		766
Payment-in-kind interest income:	Payment-in-kind interest income:					Payment-in-kind interest income:
Non-Control / Non-Affiliate investments	Non-Control / Non-Affiliate investments	1,135		309		Non-Control / Non-Affiliate investments	725		545		1,860		854

Total payment-in-kind interest income	Total payment-in-kind interest income	1,135		309		Total payment-in-kind interest income	725		545		1,860		854

Total investment income	Total investment income	19,320		5,052		Total investment income	23,076		8,459		42,396		13,510
Operating expenses:	Operating expenses:					Operating expenses:
Interest and other financing fees	Interest and other financing fees	3,751		1,023		Interest and other financing fees	5,055		1,721		8,806		2,744
Base management fee (Note 2)	Base management fee (Note 2)	355		88		Base management fee (Note 2)	409		138		764		226
Incentive management fees (Note 2)	Incentive management fees (Note 2)	2,323		874		Incentive management fees (Note 2)	412		945		2,735		1,819
Offering costs	Offering costs	—		67		Offering costs	—		68		—		136
Professional fees	Professional fees	216		288		Professional fees	265		213		481		502
Directors fees	Directors fees	75		45		Directors fees	60		60		135		105

Custody and administrative fees	Custody and administrative fees	193		79		Custody and administrative fees	158		95		351		174
Other general and administrative expenses (Note 2)	Other general and administrative expenses (Note 2)	391		229		Other general and administrative expenses (Note 2)	461		258		852		483
Total operating expenses	Total operating expenses	7,304		2,693		Total operating expenses	6,820		3,498		14,124		6,189
Net investment income before taxes	Net investment income before taxes	12,016		2,359		Net investment income before taxes	16,256		4,961		28,272		7,321
Income taxes, including excise tax expense	Income taxes, including excise tax expense	—		7		Income taxes, including excise tax expense	—		—		—		8
Net investment income after taxes	Net investment income after taxes	12,016		2,352		Net investment income after taxes	16,256		4,961		28,272		7,313


Barings Capital Investment Corporation Unaudited Consolidated Statements of Operations — (Continued) (in thousands, except share and per share data)	Barings Capital Investment Corporation Unaudited Consolidated Statements of Operations — (Continued) (in thousands, except share and per share data)					Barings Capital Investment Corporation Unaudited Consolidated Statements of Operations — (Continued) (in thousands, except share and per share data)
		Three Months Ended		Three Months Ended				Three Months Ended		Three Months Ended		Six Months Ended		Six Months Ended
		March 31, 2022		March 31, 2021				June 30, 2022		June 30, 2021		June 30, 2022		June 30, 2021
Realized gains (losses) and unrealized appreciation (depreciation) on investments and foreign currency transactions:	Realized gains (losses) and unrealized appreciation (depreciation) on investments and foreign currency transactions:						Realized gains (losses) and unrealized appreciation (depreciation) on investments and foreign currency transactions:
Net realized gains (losses):	Net realized gains (losses):						Net realized gains (losses):
Non-Control / Non-Affiliate investments	Non-Control / Non-Affiliate investments	190		546			Non-Control / Non-Affiliate investments	(1,828)		748		(1,638)		1,295
Affiliate investments	Affiliate investments	39		—			Affiliate investments	—		—		39		—
Net realized gains on investments		229		546
Net realized gains (losses) on investments							Net realized gains (losses) on investments	(1,828)		748		(1,599)		1,295
Foreign currency transactions	Foreign currency transactions	2,688		(339)			Foreign currency transactions	1,363		512		4,051		172
Net realized gains		2,917		207
Net realized gains (losses)							Net realized gains (losses)	(465)		1,260		2,452		1,467
Net unrealized appreciation (depreciation):	Net unrealized appreciation (depreciation):						Net unrealized appreciation (depreciation):
Non-Control / Non-Affiliate investments	Non-Control / Non-Affiliate investments	(6,546)		1,982			Non-Control / Non-Affiliate investments	(23,571)		953		(30,118)		2,935

Affiliate investments	Affiliate investments	8,912		(185)			Affiliate investments	(3,702)		(124)		5,211		(309)

Net unrealized appreciation on investments		2,366		1,797
Net unrealized appreciation (depreciation) on investments							Net unrealized appreciation (depreciation) on investments	(27,273)		829		(24,907)		2,626
Foreign currency transactions	Foreign currency transactions	(35)		1,754			Foreign currency transactions	14,364		(437)		14,329		1,317
Net unrealized appreciation		2,331		3,551
Net unrealized appreciation (depreciation)							Net unrealized appreciation (depreciation)	(12,909)		392		(10,578)		3,943
Net realized gains (losses) and unrealized appreciation (depreciation) on investments and foreign currency transactions	Net realized gains (losses) and unrealized appreciation (depreciation) on investments and foreign currency transactions	5,248		3,758			Net realized gains (losses) and unrealized appreciation (depreciation) on investments and foreign currency transactions	(13,374)		1,652		(8,126)		5,410
Loss on extinguishment of debt	Loss on extinguishment of debt	(181)		—			Loss on extinguishment of debt	—		—		(181)		—

Net increase in net assets resulting from operations	Net increase in net assets resulting from operations	$	17,083	$	6,110		Net increase in net assets resulting from operations	$	2,882	$	6,613	$	19,965	$	12,723
Net investment income per share—basic and diluted	Net investment income per share—basic and diluted	$	0.54	$	0.34		Net investment income per share—basic and diluted	$	0.60	$	0.51	$	1.15	$	0.88
Net increase in net assets resulting from operations per share—basic and diluted	Net increase in net assets resulting from operations per share—basic and diluted	$	0.77	$	0.88		Net increase in net assets resulting from operations per share—basic and diluted	$	0.11	$	0.68	$	0.81	$	1.53
Dividends/distributions per share:	Dividends/distributions per share:						Dividends/distributions per share:
Total dividends/distributions	Total dividends/distributions	$	0.51	$	0.38		Total dividends/distributions	$	0.52	$	0.45	$	1.03	$	0.83

Weighted average shares outstanding—basic and diluted	Weighted average shares outstanding—basic and diluted	22,048,100		6,944,860			Weighted average shares outstanding—basic and diluted	26,983,860		9,708,110		24,529,615		8,334,119

See accompanying notes.

Barings Capital Investment Corporation

Unaudited Consolidated Statements of Changes in Net Assets

(in thousands, except share amounts)

Common Stock Additional
Paid-In
Capital Total Distributable Earnings Total
Net
Assets
Number
of Shares Par
Value
Balance, December 31, 2020 4,976,474 $ 5 $ 99,655 $ 7,731 $ 107,391
Net investment income — — — 2,352 2,352
Net realized gain on investments / foreign currency transactions — — — 207 207
Net unrealized appreciation on investments / foreign currency transactions — — — 3,551 3,551
Distributions declared from earnings — — — (2,930) (2,930)
Issuance of common stock 2,734,012 3 58,997 — 59,000
Balance, March 31, 2021 7,710,486 $ 8 $ 158,652 $ 10,911 $ 169,571


Three Months Ended June 30, 2021	Common Stock			Additional Paid-In Capital		Total Distributable Earnings		Total Net Assets
	Number of Shares	Par Value
Balance, March 31, 2021	7,710,486	$	8	$	158,652	$	10,911	$	169,571
Net investment income	—	—		—		4,961		4,961
Net realized gain on investments / foreign currency transactions	—	—		—		1,260		1,260
Net unrealized appreciation on investments / foreign currency transactions	—	—		—		392		392

Dividends/distributions	202,407	—		4,416		(4,530)		(114)
Issuance of common stock	2,272,625	2		49,973		—		49,975
Balance, June 30, 2021	10,185,518	$	10	$	213,041	$	12,994	$	226,045

Common Stock Additional
Paid-In
Capital Total Distributable Earnings Total
Net
Assets
Number
of Shares Par
Value
Balance, December 31, 2021 21,614,871 $ 22 $ 465,631 $ 19,175 $ 484,828
Net investment income — — — 12,016 12,016
Net realized gain on investments / foreign currency transactions — — — 2,917 2,917
Net unrealized appreciation on investments / foreign currency transactions — — — 2,331 2,331
Loss on extinguishment of debt — — — (181) (181)
Distributions declared from earnings and dividends reinvested 214,914 — 4,820 (11,024) (6,204)
Issuance of common stock 5,109,543 5 113,887 — 113,892
Balance, March 31, 2022 26,939,328 $ 27 $ 584,338 $ 25,234 $ 609,599


Three Months Ended June 30, 2022	Common Stock			Additional Paid-In Capital		Total Distributable Earnings		Total Net Assets
	Number of Shares	Par Value
Balance, March 31, 2022	26,939,328	$	27	$	584,338	$	25,234	$	609,599
Net investment income	—	—		—		16,256		16,256
Net realized loss on investments / foreign currency transactions	—	—		—		(465)		(465)
Net unrealized depreciation on investments / foreign currency transactions	—	—		—		(12,909)		(12,909)
Dividends/distributions	270,156	—		6,113		(14,007)		(7,894)

Balance, June 30, 2022	27,209,484	$	27	$	590,451	$	14,109	$	604,587

See accompanying notes.

Barings Capital Investment Corporation

Unaudited Consolidated Statements of Changes in Net Assets — (Continued)

(in thousands, except share amounts)


Six Months Ended June 30, 2021	Common Stock			Additional Paid-In Capital		Total Distributable Earnings		Total Net Assets
	Number of Shares	Par Value
Balance, December 31, 2020	4,976,474	$	5	$	99,655	$	7,731	$	107,391
Net investment income	—	—		—		7,313		7,313
Net realized gain on investments / foreign currency transactions	—	—		—		1,467		1,467
Net unrealized appreciation on investments / foreign currency transactions	—	—		—		3,943		3,943
Dividends/distributions	202,407	—		4,416		(7,460)		(3,044)
Issuance of common stock	5,006,637	5		108,970		—		108,975
Balance, June 30, 2021	10,185,518	$	10	$	213,041	$	12,994	$	226,045


Six Months Ended June 30, 2022	Common Stock			Additional Paid-In Capital		Total Distributable Earnings		Total Net Assets
	Number of Shares	Par Value
Balance, December 31, 2021	21,614,871	$	22	$	465,631	$	19,175	$	484,828
Net investment income	—	—		—		28,272		28,272
Net realized gain on investments / foreign currency transactions	—	—		—		2,452		2,452
Loss on extinguishment of debt	—	—		—		(181)		(181)
Net unrealized depreciation on investments / foreign currency transactions	—	—		—		(10,578)		(10,578)
Dividends/distributions	485,070	—		10,933		(25,031)		(14,098)
Issuance of common stock	5,109,543	5		113,887		—		113,892
Balance, June 30, 2022	27,209,484	$	27	$	590,451	$	14,109	$	604,587

See accompanying notes.

Barings Capital Investment Corporation

Unaudited Consolidated Statement of Cash Flows

(in thousands)


		Three Months Ended		Three Months Ended			Six Months Ended		Six Months Ended
		March 31, 2022		March 31, 2021			June 30, 2022		June 30, 2021
Cash flows from operating activities:	Cash flows from operating activities:					Cash flows from operating activities:
Net increase in net assets resulting from operations	Net increase in net assets resulting from operations	$	17,083	$	6,111	Net increase in net assets resulting from operations	$	19,965	$	12,723
Adjustments to reconcile net increase in net assets resulting from operations to net cash used in operating activities:	Adjustments to reconcile net increase in net assets resulting from operations to net cash used in operating activities:					Adjustments to reconcile net increase in net assets resulting from operations to net cash used in operating activities:
Purchases of portfolio investments	Purchases of portfolio investments	(163,045)		(144,775)		Purchases of portfolio investments	(331,224)		(390,731)
Repayments received / sales of portfolio investments	Repayments received / sales of portfolio investments	42,857		19,404		Repayments received / sales of portfolio investments	70,999		55,483
Purchases of short-term investments	Purchases of short-term investments	—		(49,905)		Purchases of short-term investments	—		(82,907)
Sales of short-term investments	Sales of short-term investments	—		62,700		Sales of short-term investments	—		111,006
Loan origination and other fees received	Loan origination and other fees received	2,693		3,227		Loan origination and other fees received	5,545		8,582
Net realized gain on investments		(229)		(546)
Net realized gain (loss) on foreign currency transactions		(2,688)		339
Net unrealized appreciation of investments		(2,366)		(1,797)
Net unrealized appreciation (depreciation) of foreign currency transactions		35		(1,754)
Net realized (gain) loss on investments						Net realized (gain) loss on investments	1,599		(1,295)
Net realized gain on foreign currency transactions						Net realized gain on foreign currency transactions	(4,051)		(172)
Net unrealized (appreciation) depreciation of investments						Net unrealized (appreciation) depreciation of investments	24,907		(2,626)
Net unrealized appreciation of foreign currency transactions						Net unrealized appreciation of foreign currency transactions	(14,329)		(1,317)

Payment-in-kind interest	Payment-in-kind interest	(1,135)		(309)		Payment-in-kind interest	(1,860)		(854)
Amortization of deferred financing fees	Amortization of deferred financing fees	260		253		Amortization of deferred financing fees	482		522
Amortization of offering costs	Amortization of offering costs	—		67		Amortization of offering costs	—		136
Loss on extinguishment of debt	Loss on extinguishment of debt	181		—		Loss on extinguishment of debt	181		—
Accretion of loan origination and other fees	Accretion of loan origination and other fees	(710)		(221)		Accretion of loan origination and other fees	(1,755)		(571)
Amortization / accretion of purchased loan premium / discount	Amortization / accretion of purchased loan premium / discount	(258)		(426)		Amortization / accretion of purchased loan premium / discount	(1,005)		(1,007)
Changes in operating assets and liabilities:	Changes in operating assets and liabilities:					Changes in operating assets and liabilities:
Interest and fees receivables	Interest and fees receivables	(5,263)		(1,214)		Interest and fees receivables	(7,996)		(5,438)
Prepaid expenses and other assets	Prepaid expenses and other assets	512		995		Prepaid expenses and other assets	1,528		1,163
Accounts payable and accrued liabilities	Accounts payable and accrued liabilities	830		187		Accounts payable and accrued liabilities	(1,790)		616

Interest payable	Interest payable	704		61		Interest payable	1,637		245

Net cash used in operating activities	Net cash used in operating activities	(110,539)		(107,603)		Net cash used in operating activities	(237,167)		(296,442)
Cash flows from financing activities:	Cash flows from financing activities:					Cash flows from financing activities:
Borrowings under subscription and credit facilities	Borrowings under subscription and credit facilities	95,957		59,298		Borrowings under subscription and credit facilities	213,607		233,878
Repayments of subscription facility	Repayments of subscription facility	(66,373)		—		Repayments of subscription facility	(66,374)		(17,500)
Proceeds from notes	Proceeds from notes	100,000		—		Proceeds from notes	100,000		—
Financing fees paid	Financing fees paid	(133)		(612)		Financing fees paid	(972)		(2,841)
Issuance of common stock	Issuance of common stock	113,892		59,000		Issuance of common stock	113,892		108,975
Cash dividends / distributions paid	Cash dividends / distributions paid	(6,204)		—		Cash dividends / distributions paid	(14,098)		(3,044)
Net cash provided by financing activities	Net cash provided by financing activities	237,139		117,686		Net cash provided by financing activities	346,055		319,468
Net increase in cash and foreign currencies	Net increase in cash and foreign currencies	126,600		10,083		Net increase in cash and foreign currencies	108,888		23,026
Cash and foreign currencies, beginning of period	Cash and foreign currencies, beginning of period	45,049		6,506		Cash and foreign currencies, beginning of period	45,049		6,506
Cash and foreign currencies, end of period	Cash and foreign currencies, end of period	$	171,649	$	16,589	Cash and foreign currencies, end of period	$	153,937	$	29,532
Supplemental disclosure of cash flow information:	Supplemental disclosure of cash flow information:					Supplemental disclosure of cash flow information:
Cash paid for interest	Cash paid for interest	$	2,673	$	602	Cash paid for interest	$	6,433	$	1,672
Summary of non-cash financing transactions:	Summary of non-cash financing transactions:					Summary of non-cash financing transactions:
Dividend declared but not paid		$	—	$	2,930

Dividends/distributions paid through DRIP share issuances	Dividends/distributions paid through DRIP share issuances	$	4,820	$	—	Dividends/distributions paid through DRIP share issuances	$	10,934	$	4,416

See accompanying notes.

Barings Capital Investment Corporation

Unaudited Consolidated Schedule of Investments

~~March 31,~~June 30, 2022

(Amounts in thousands, except share amounts)

Portfolio Company (5)
Industry
Type of Investment(1) (2)
Principal
Amount Cost Fair
Value
Non–Control / Non–Affiliate Investments:
Accelerant Holdings (0.4%)*(6)
Banking, Finance, Insurance & Real Estate Class A Convertible Preferred Equity (2,500 shares, Acquired 01/22) $ 2,500 $ 2,552
2,500 2,552
Acclime Holdings HK Limited (0.6%)*(3) (6) (7) (10)
Business Services First Lien Senior Secured Term Loan (LIBOR + 6.5%, 7.0% Cash, Acquired 08/21, Due 07/27) $ 4,023 3,894 3,907
4,023 3,894 3,907
Acogroup (1.2%)*(3) (6) (7) (14)
Business Services First Lien Senior Secured Term Loan (EURIBOR + 6.25%, 6.3% Cash, Acquired 03/22, Due 10/26) 7,488 7,215 7,301
7,488 7,215 7,301
ADB Safegate (0.8%)*(3) (7) (9)
Aerospace & Defense Second Lien Senior Secured Term Loan (LIBOR + 7.75%, 8.8% Cash, Acquired 08/21, Due 10/25) 5,500 5,113 5,118
5,500 5,113 5,118
Advantage Software Company (The), LLC (0.1%)*(6)
Advertising, Printing & Publishing Class A1 Partnership Units (3,012.94 units, Acquired 12/21) 97 312
Class A2 Partnership Units (777.09 units, Acquired 12/21) 25 80
Class B1 Partnership Units (3,012.94 units, Acquired 12/21) 3 2
Class B2 Partnership Units (777.09 units, Acquired 12/21) 1 1
126 395
Air Canada 2020-2 Class B Pass Through Trust (0.4%)*
Airlines Structured Secured Note - Class B (9.0% Cash, Acquired 09/20, Due 10/25) 2,057 2,057 2,195
2,057 2,057 2,195
Air Comm Corporation, LLC (2.7%)* (6) (7) (9)
Aerospace & Defense First Lien Senior Secured Term Loan (LIBOR + 5.5%, 6.3% Cash, Acquired 06/21, Due 07/27) 16,707 16,382 16,404
16,707 16,382 16,404
AIT Worldwide Logistics Holdings, Inc. (0.8%)*(6)
Transportation Services
Second Lien Senior Secured Term Loan (LIBOR + 7.75%, 8.5% Cash, Acquired 04/21, Due 04/29)(7) (9)
4,849 4,750 4,744
Partnership Units (161.64 units, Acquired 04/21) 162 318
4,849 4,912 5,062
Alpine US Bidco LLC (2.9%)*(6) (7) (8)
Agricultural Products Second Lien Senior Secured Term Loan (LIBOR + 9.0%, 9.8% Cash, Acquired 05/21, Due 05/29) 18,156 17,654 17,612
18,156 17,654 17,612
Amtech LLC (0.2%)*(6) (7)
Technology
First Lien Senior Secured Term Loan (LIBOR + 5.5%, 6.3% Cash, Acquired 11/21, Due 11/27)(8)
1,363 1,321 1,324
Revolver (LIBOR + 5.5%, 6.3% Cash, Acquired 11/21, Due 11/27)(9)
— (4) (4)
1,363 1,317 1,320
Anagram Holdings, LLC (1.0%)*(3)
Chemicals, Plastics, & Rubber First Lien Senior Secured Note (10.0% Cash, 5.0% PIK, Acquired 08/20, Due 08/25) 5,902 5,547 6,286
5,902 5,547 6,286
AnalytiChem Holding Gmbh (0.6%)* (3) (6) (7)
Chemicals
First Lien Senior Secured Term Loan (BBSY + 6.25%, 6.3% Cash, Acquired 11/21, Due 12/28)(22)
968 919 947
First Lien Senior Secured Term Loan (EURIBOR + 6.25%, 6.3% Cash, Acquired 11/21, Due 12/28)(14)
1,967 1,926 1,871
First Lien Senior Secured Term Loan (LIBOR + 6.25%, 6.3% Cash, Acquired 11/21, Due 12/28)(9)
614 614 601
3,549 3,459 3,419
Aptus 1829. GmbH (0.6%)*(3) (6)
Chemicals, Plastics, & Rubber
First Lien Senior Secured Term Loan (EURIBOR + 6.5%, 6.5% Cash, Acquired 09/21, Due 09/27)(7) (14)
3,477 3,578 3,404
Preferred Stock (9 Units, Acquired 09/21) 79 77
Common Stock (32 Units, Acquired 09/21) 8 8
3,477 3,665 3,489

~~Barings Capital Investment Corporation~~

~~Unaudited Consolidated Schedule of Investments — (Continued)~~

~~March 31, 2022~~

~~(Amounts in thousands, except share amounts)~~

Portfolio Company (5)
Industry
Type of Investment(1) (2)
Principal
Amount Cost Fair
Value
Apus Bidco Limited (0.4%)*(3) (6) (7) (20)
Banking, Finance, Insurance & Real Estate First Lien Senior Secured Term Loan (SONIA + 5.5%, 5.5% Cash, Acquired 02/21, Due 03/28) $ 2,712 $ 2,772 $ 2,663
2,712 2,772 2,663
AQA Acquisition Holding, Inc. (f/k/a SmartBear) (3.4%)*(6) (7) (9)
High Tech Industries Second Lien Senior Secured Term Loan (LIBOR + 7.5%, 8.0% Cash, Acquired 03/21, Due 03/29) 21,000 20,517 20,629
21,000 20,517 20,629
Aquavista Watersides 2 LTD (0.3%)*(3) (6) (7) (20)
Transportation Services First Lien Senior Secured Term Loan (SONIA + 6.0%, 6.1% Cash, Acquired 12/21, Due 12/28) 1,757 1,708 1,694
Revolver (SONIA + 6.0%, 6.1% Cash, Acquired 12/21, Due 12/22) — (1) (1)
Second Lien Senior Secured Term Loan (SONIA + 10.5% PIK, Acquired 12/21, Due 12/28) 439 433 430
2,196 2,140 2,123
Archimede (1.8%)*(3) (6) (7) (14)
Consumer Services First Lien Senior Secured Term Loan (EURIBOR + 6.0%, 6.0% Cash, Acquired 10/20, Due 10/27) 11,238 11,947 11,047
11,238 11,947 11,047
Argus Bidco Limited (0.1%)*(3) (6) (7)
High Tech Industries
First Lien Senior Secured Term Loan (SONIA + 5.5%, 5.8% Cash, Acquired 12/20, Due 12/27)(19)
504 495 502
First Lien Senior Secured Term Loan (LIBOR + 5.5%, 5.8% Cash, Acquired 05/21, Due 12/27)(9)
119 116 119
623 611 621
Ascensus, Inc (1.2%)*(6) (7) (9)
Brokerage, Asset Managers & Exchanges Second Lien Senior Secured Term Loan (LIBOR + 6.5%, 7.0% Cash, Acquired 05/21, Due 08/29) 7,511 7,440 7,436
7,511 7,440 7,436
Astra Bidco Limited (0.3%)*(3) (6) (7) (19)
Healthcare First Lien Senior Secured Term Loan (SONIA + 5.75%, 5.8% Cash, Acquired 11/21, Due 11/28) 1,683 1,641 1,620
1,683 1,641 1,620
Avance Clinical Bidco Pty Ltd (0.3%)*(3) (6) (7) (22)
Healthcare First Lien Senior Secured Term Loan (BBSY + 5.5%, 6.0% Cash, Acquired 11/21, Due 11/27) 1,995 1,810 1,914
1,995 1,810 1,914
AVSC Holding Corp. (0.8%)* Advertising
First Lien Senior Secured Term Loan (LIBOR + 4.5%, 5.5% Cash, 1.0% PIK, Acquired 08/20, Due 10/26)(7) (9)
249 232 237
First Lien Senior Secured Term Loan (5.0% Cash, 10.0% PIK, Acquired 11/20, Due 10/26) 3,886 3,810 4,482
4,135 4,042 4,719
Azalea Buyer, Inc. (0.6%)*(6)
Technology
First Lien Senior Secured Term Loan (LIBOR + 5.25%, 6.3% Cash, Acquired 11/21, Due 11/27)(7) (9)
3,070 3,000 3,005
Revolver (LIBOR + 5.25%, 6.3% Cash, Acquired 11/21, Due 11/27)(7) (9)
— (6) (6)
Subordinated Term Loan (12.0% PIK, Acquired 11/21, Due 05/28) 840 824 825
Common Stock (128,205.13 Shares, Acquired 11/21) 128 128
3,910 3,946 3,952
Bariacum S.A. (0.3%)*(3) (6) (7) (14)
Consumer Products First Lien Senior Secured Term Loan (EURIBOR + 5.5%, 5.5% Cash, Acquired 11/21, Due 11/28) 1,891 1,861 1,830
1,891 1,861 1,830
Beyond Risk Management, Inc.
(0.4%)*(6) (7) (9)
Other Financial First Lien Senior Secured Term Loan (LIBOR + 4.5%, 5.3% Cash, Acquired 10/21, Due 10/27) 2,426 2,345 2,343
2,426 2,345 2,343
Bidwax (0.4%)*(3) (6) (7) (14)
Non-durable Consumer Goods First Lien Senior Secured Term Loan (EURIBOR + 6.5%, 6.5% Cash, Acquired 02/21, Due 02/28) 2,336 2,420 2,281
2,336 2,420 2,281
BigHand UK Bidco Limited (0.2%)*(3) (6) (7) (19)
High Tech Industries First Lien Senior Secured Term Loan (SONIA + 5.5%, 5.5% Cash, Acquired 01/21, Due 01/28) 1,059 1,039 1,027
1,059 1,039 1,027


Portfolio Company (5)	Industry	Investment Type (1)(2)	Interest	Acq. Date	Maturity Date	Principal Amount		Cost		Fair Value		% of Net Assets *		Notes
Non–Control / Non–Affiliate Investments:

Accelerant Holdings	Banking, Finance, Insurance & Real Estate	Class A Convertible Preferred Equity (2,500 shares)	N/A	01/22	N/A			$	2,500	$	2,601	0.4	%	(6)*
								2,500		2,601

Acclime Holdings HK Limited	Business Services	First Lien Senior Secured Term Loan	LIBOR + 6.50%, 7.0% Cash	08/21	07/27	$	4,941	4,817		4,931		0.8	%	(3) (6) (7) (10)
						4,941		4,817		4,931

Accurus Aerospace Corporation	Aerospace & Defense	First Lien Senior Secured Term Loan	LIBOR + 5.75%, 7.7% Cash	04/22	03/28	8,927		8,797		8,793		1.5	%	(6) (7) (9)
		Revolver	LIBOR + 5.75%, 7.7% Cash	04/22	03/28	—		(13)		(14)		—	%	(6) (7) (9)
		Common Stock (175,049.3 shares)	N/A	04/22	N/A			175		175		—	%	(6)*
						8,927		8,959		8,954

Acogroup	Business Services	First Lien Senior Secured Term Loan	EURIBOR + 7.50%, 7.5% Cash	03/22	10/26	7,036		7,223		6,877		1.1	%	(3) (6) (7) (12)
						7,036		7,223		6,877

ADB Safegate	Aerospace & Defense	Second Lien Senior Secured Term Loan	LIBOR + 7.75%, 9.4% Cash	08/21	10/25	5,500		5,136		4,989		0.8	%	(3) (7) (9)
						5,500		5,136		4,989

Advantage Software Company (The), LLC	Advertising, Printing & Publishing	Class A1 Partnership Units (3,012.9 units)	N/A	12/21	N/A			97		304		0.1	%	(6)*
		Class A2 Partnership Units (777.1 units)	N/A	12/21	N/A			25		78		—	%	(6)*
		Class B1 Partnership Units (3,012.9 units)	N/A	12/21	N/A			3		—		—	%	(6)*
		Class B2 Partnership Units (777.1 units)	N/A	12/21	N/A			1		—		—	%	(6)*
								126		382

Air Canada 2020-2 Class B Pass Through Trust	Airlines	Structured Secured Note - Class B	9.0% Cash	09/20	10/25	1,835		1,835		1,891		0.3	%
						1,835		1,835		1,891

Air Comm Corporation, LLC	Aerospace & Defense	First Lien Senior Secured Term Loan	SOFR + 5.75%, 8.6% Cash	06/21	07/27	16,643		16,334		16,371		2.7	%	(6) (7) (16)
						16,643		16,334		16,371

AIT Worldwide Logistics Holdings, Inc.	Transportation Services	Second Lien Senior Secured Term Loan	LIBOR + 7.50%, 9.8% Cash	04/21	04/29	4,849		4,753		4,655		0.8	%	(6) (7) (9)
		Partnership Units (161.64 units)	N/A	04/21	N/A			162		288		—	%	(6)*
						4,849		4,915		4,943

Alpine US Bidco LLC	Agricultural Products	Second Lien Senior Secured Term Loan	LIBOR + 9.00%, 10.1% Cash	05/21	05/29	18,157		17,666		16,522		2.7	%	(6) (7) (8)
						18,157		17,666		16,522

Amtech LLC	Technology	First Lien Senior Secured Term Loan	LIBOR + 5.50%, 6.6% Cash	11/21	11/27	1,357		1,316		1,321		0.2	%	(6) (7) (8)
		Revolver	LIBOR + 5.50%, 6.6% Cash	11/21	11/27	—		(4)		(4)		—	%	(6) (7) (9)
						1,357		1,312		1,317

Anagram Holdings, LLC	Chemicals, Plastics, & Rubber	First Lien Senior Secured Note	10.0% Cash, 5.0% PIK	08/20	08/25	5,902		5,567		6,153		1.0	%
						5,902		5,567		6,153

Barings Capital Investment Corporation

Unaudited Consolidated Schedule of Investments — (Continued)

~~March 31,~~June 30, 2022

(Amounts in thousands, except share amounts)

Portfolio Company (5)
Industry
Type of Investment(1) (2)
Principal
Amount Cost Fair
Value
Blue Ribbon, LLC (2.1%)*(7) (9)
Brewers First Lien Senior Secured Term Loan (LIBOR + 6.0%, 6.8% Cash, Acquired 05/21, Due 05/28) $ 12,799 $ 12,511 $ 12,530
12,799 12,511 12,530
Bounteous, Inc. (1.0%)*(6) (7) (9)
Technology First Lien Senior Secured Term Loan (LIBOR + 5.0%, 6.0% Cash, Acquired 08/21, Due 08/27) 6,083 5,924 5,933
6,083 5,924 5,933
Brightline Trains Florida LLC (0.3%)*(6)
Transportation Senior Secured Note (8.0% Cash, Acquired 08/21, Due 01/28) 2,000 2,000 1,930
2,000 2,000 1,930
Brightpay Limited (0.3%)*(3) (6) (7) (14)
Technology First Lien Senior Secured Term Loan (EURIBOR + 5.25%, 5.3% Cash, Acquired 10/21, Due 10/28) 1,854 1,872 1,812
1,854 1,872 1,812
BrightSign LLC (1.2%)*(6)
Media & Entertainment
First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.8% Cash, Acquired 10/21, Due 10/27)(7) (9)
6,879 6,815 6,762
Revolver (LIBOR + 5.75%, 6.8% Cash, Acquired 10/21, Due 10/27)(7) (9)
— (7) (12)
LLC units (596,181.48 Units, Acquired 10/21) 596 596
6,879 7,404 7,346
British Airways 2020-1 Class B Pass Through Trust (0.1%)* Airlines Structured Secured Note - Class B (8.4% Cash, Acquired 11/20, Due 11/28) 783 783 862
783 783 862
British Engineering Services Holdco Limited (0.4%)*(3) (6) (7) (20)
Commercial Services & Supplies First Lien Senior Secured Term Loan (SONIA + 7.03%, 7.0% Cash, Acquired 12/20, Due 12/27) 2,373 2,369 2,309
2,373 2,369 2,309
CAi Software, LLC (1.1%)*(6) (7) (9)
Technology First Lien Senior Secured Term Loan (LIBOR + 6.25%, 7.3% Cash, Acquired 12/21, Due 12/28) 6,793 6,661 6,670
Revolver (LIBOR + 6.25%, 7.3% Cash, Acquired 12/21, Due 12/28) — (14) (13)
6,793 6,647 6,657
Canadian Orthodontic Partners Corp.(0.3%)*(3) (6) (7) (23)
Healthcare First Lien Senior Secured Term Loan (CDOR + 6.5%, 7.5% Cash, Acquired 06/21, Due 03/26) 1,635 1,667 1,600
1,635 1,667 1,600
Carlson Travel, Inc. (0.8%)* Business Equipment & Services First Lien Senior Secured Note (8.5% Cash, Acquired 11/21, Due 11/26) 2,898 2,666 2,855
Common Stock (62,770 Shares, Acquired 11/21) 1,104 1,858
2,898 3,770 4,713
Ceres Pharma NV (0.3%)*(3) (6) (7) (15)
Pharmaceuticals First Lien Senior Secured Term Loan (EURIBOR + 5.5%, 5.5% Cash, Acquired 10/21, Due 10/28) 2,066 2,063 1,988
2,066 2,063 1,988
CGI Parent, LLC (3.0%)*(6)
Business Equipment & Services
First Lien Senior Secured Term Loan (LIBOR + 5.5%, 6.5% Cash, Acquired 02/22, Due 02/28)(7) (9)
17,796 17,446 17,440
Revolver (LIBOR + 5.5%, 6.5% Cash, Acquired 02/22, Due 02/28)(7) (9)
441 408 408
Preferred Stock (551 Shares, Acquired 02/22) 551 551
18,237 18,405 18,399
Cineworld Group PLC (0.4%)*(3)
Leisure Products Super Senior Secured Term Loan (7.0% Cash, 8.3% PIK, Acquired 11/20, Due 05/24) 1,223 1,099 1,443
Super Senior Secured Term Loan (LIBOR + 8.25%, 9.3% Cash, Acquired 07/21, Due 02/25)(7) (10)
666 646 708
Warrants (371,024 Units, Acquired 12/20) 68 56
1,889 1,813 2,207
Coastal Marina Holdings, LLC (1.5%)*(6)
Other Financial Subordinated Term Loan (10.0% PIK, Acquired 11/21, Due 11/31) 2,450 2,236 2,224
Subordinated Term Loan (8.0% Cash, Acquired 11/21, Due 11/31) 6,522 5,937 5,915
LLC Units (273,796 Units, Acquired 11/21) 821 1,088
8,972 8,994 9,227


Portfolio Company (5)	Industry	Investment Type (1)(2)	Interest	Acq. Date	Maturity Date	Principal Amount		Cost		Fair Value		% of Net Assets *		Notes
AnalytiChem Holding Gmbh	Chemicals	First Lien Senior Secured Term Loan	BBSY + 6.50%, 7.0% Cash	11/21	12/28	$	887	$	919	$	864	0.1	%	(3) (6) (7) (21)
		First Lien Senior Secured Term Loan	EURIBOR + 6.50%, 6.5% Cash	11/21	12/28	1,078		1,176		1,051		0.2	%	(3) (6) (7) (12)
		First Lien Senior Secured Term Loan	EURIBOR + 6.50%, 6.5% Cash	11/21	11/28	3,144		3,235		3,065		0.5	%	(3) (6) (7) (12)
		First Lien Senior Secured Term Loan	LIBOR + 6.50%, 7.5% Cash	11/21	12/28	614		614		599		0.1	%	(3) (6) (7) (9)
		First Lien Senior Secured Term Loan	EURIBOR + 6.50%, 6.5% Cash	04/22	10/28	2,627		2,667		2,551		0.4	%	(3) (6) (7) (12)
		First Lien Senior Secured Term Loan	LIBOR + 6.50%, 7.5% Cash	06/22	10/28	476		476		464		0.1	%	(3) (6) (7) (9)
		Revolver	EURIBOR + 6.50%, 6.5% Cash	04/22	10/23	—		(4)		(4)		—	%	(3) (6) (7) (12)
						8,826		9,083		8,590

APOG Bidco Pty Ltd	Healthcare	Second Lien Senior Secured Term Loan	BBSY + 7.25%, 8.4% Cash	04/22	03/30	957		1,021		938		0.2	%	(3) (6) (7) (20)
						957		1,021		938

Aptus 1829. GmbH	Chemicals, Plastics, & Rubber	First Lien Senior Secured Term Loan	EURIBOR + 6.50%, 6.5% Cash	09/21	09/27	3,267		3,580		3,195		0.5	%	(3) (6) (7) (12)
		Preferred Stock (9 shares)	N/A	09/21	N/A			79		71		—	%	(3) (6)
		Common Stock (32 shares)	N/A	09/21	N/A			8		7		—	%	(3) (6)
						3,267		3,667		3,273

Apus Bidco Limited	Banking, Finance, Insurance & Real Estate	First Lien Senior Secured Term Loan	SONIA + 5.50%, 7.0% Cash	02/21	03/28	2,501		2,774		2,454		0.4	%	(3) (6) (7) (19)
						2,501		2,774		2,454

AQA Acquisition Holding, Inc.	High Tech Industries	Second Lien Senior Secured Term Loan	LIBOR + 7.50%, 9.2% Cash	03/21	03/29	21,000		20,530		20,672		3.4	%	(6) (7) (8)
						21,000		20,530		20,672

Aquavista Watersides 2 LTD	Transportation Services	First Lien Senior Secured Term Loan	SONIA + 6.00%, 6.9% Cash	12/21	12/28	1,621		1,711		1,562		0.3	%	(3) (6) (7) (19)
		Revolver	SONIA + 6.00%, 6.9% Cash	12/21	12/22	—		—		(3)		—	%	(3) (6) (7) (18)
		Second Lien Senior Secured Term Loan	SONIA + 10.5% PIK	12/21	12/28	428		456		417		0.1	%	(3) (6) (7) (19)
						2,049		2,167		1,976

Archimede	Consumer Services	First Lien Senior Secured Term Loan	EURIBOR + 5.50%, 5.7% Cash	10/20	10/27	10,559		11,956		10,295		1.7	%	(3) (6) (7) (13)
						10,559		11,956		10,295

Argus Bidco Limited	High Tech Industries	First Lien Senior Secured Term Loan	SONIA + 5.50%, 6.2% Cash	12/20	12/27	465		496		465		0.1	%	(3) (6) (7) (18)
		First Lien Senior Secured Term Loan	LIBOR + 5.50%, 5.8% Cash	05/21	12/27	119		116		119		—	%	(3) (6) (7) (9)
						584		612		584

Ascensus, Inc	Brokerage, Asset Managers & Exchanges	Second Lien Senior Secured Term Loan	LIBOR + 6.50%, 7.5% Cash	05/21	08/29	7,511		7,442		6,985		1.2	%	(6) (7) (9)
						7,511		7,442		6,985

Astra Bidco Limited	Healthcare	First Lien Senior Secured Term Loan	SONIA + 5.75%, 7.2% Cash	11/21	11/28	1,552		1,644		1,500		0.2	%	(3) (6) (7) (18)
						1,552		1,644		1,500

Avance Clinical Bidco Pty Ltd	Healthcare	First Lien Senior Secured Term Loan	BBSY + 5.50%, 6.0% Cash	11/21	11/27	1,827		1,813		1,760		0.3	%	(3) (6) (7) (21)
						1,827		1,813		1,760

Barings Capital Investment Corporation

Unaudited Consolidated Schedule of Investments — (Continued)

~~March 31,~~June 30, 2022

(Amounts in thousands, except share amounts)

Portfolio Company (5)
Industry
Type of Investment(1) (2)
Principal
Amount Cost Fair
Value
Cobham Slip Rings SAS (0.3%)*(3) (6) (7) (9)
Diversified Manufacturing First Lien Senior Secured Term Loan (LIBOR + 6.25%, 7.3% Cash, Acquired 11/21, Due 11/28) $ 1,995 $ 1,948 $ 1,952
1,995 1,948 1,952
Core Scientific, Inc. (1.5%)*(3) (6)
Technology First Lien Senior Secured Term Loan (9.8% Cash, Acquired 03/22, Due 03/25) 9,003 9,093 9,003
9,003 9,093 9,003
Coyo Uprising GmbH (1.7%)*(3) (6)
Technology
First Lien Senior Secured Term Loan (EURIBOR + 6.5%, 6.5% Cash, 3.5% PIK, Acquired 09/21, Due 09/28)(7) (14)
9,561 9,798 9,320
Class A Units (531 Units, Acquired 09/21) 248 240
Class B Units (231 Units, Acquired 09/21) 538 632
9,561 10,584 10,192
Crash Champions (2.3%)*(6) (7) (9)
Automotive First Lien Senior Secured Term Loan (LIBOR + 5.0%, 6.0% Cash, Acquired 05/21, Due 08/25) 14,750 14,424 14,150
14,750 14,424 14,150
CSL DualCom (0.2%)*(3) (6) (7) (12)
Tele-communications First Lien Senior Secured Term Loan (GBP LIBOR + 5.5%, 5.5% Cash, Acquired 09/20, Due 09/27) 1,180 1,084 1,145
1,180 1,084 1,145
Cvent, Inc. (0.1%)*(7) (8)
Internet Software & Services First Lien Senior Secured Term Loan (LIBOR + 3.75%, 3.8% Cash, Acquired 07/20, Due 11/24) 679 608 670
679 608 670
CVL 3 (1.6%)*(3) (6) (7)
Capital Equipment
First Lien Senior Secured Term Loan (EURIBOR + 5.5%, 5.5% Cash, Acquired 12/21, Due 12/28)(14)
5,786 5,729 5,655
First Lien Senior Secured Term Loan (SOFR + 5.5%, 5.5% Cash, Acquired 12/21, Due 12/28)(17)
3,382 3,300 3,305
6-Month Bridge Term Loan (EURIBOR + 5.5%, 5.5% Cash, Acquired 12/21, Due 06/22)(14)
779 787 771
9,947 9,816 9,731
CW Group Holdings, LLC (1.3%)*(6)
High Tech Industries
First Lien Senior Secured Term Loan (LIBOR + 6.0%, 7.0% Cash, Acquired 01/21, Due 01/27)(7) (9)
8,022 7,871 7,589
LLC Units (403,441.04 Units, Acquired 01/21) 403 249
8,022 8,274 7,838
DecksDirect, LLC (0.2%)*(6)
Building Materials
First Lien Senior Secured Term Loan (LIBOR + 6.0%, 7.0% Cash, Acquired 12/21, Due 12/26)(7) (8)
727 713 714
Revolver (LIBOR + 6.0%, 7.0% Cash, Acquired 12/21, Due 12/26)(7) (9)
160 156 156
LLC Units (1,280.8 Units, Acquired 12/21) 55 55
887 924 925
Discovery Education, Inc. (0.6%)*(6) (7) (9)
Publishing First Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.8% Cash, Acquired 10/20, Due 10/26) 3,941 3,887 3,941
3,941 3,887 3,941
Dragon Bidco (1.1%)*(3) (6) (7) (15)
Technology First Lien Senior Secured Term Loan (EURIBOR + 6.75%, 6.8% Cash, Acquired 04/21, Due 04/28) 6,898 6,887 6,726
6,898 6,887 6,726
Dune Group (0.5%)*(3) (6) (7)
Health Care Equipment
First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.0% Cash, Acquired 09/21, Due 09/28)(9)
3,177 3,125 3,131
First Lien Senior Secured Term Loan (EURIBOR + 5.75%, 5.8% Cash, Acquired 09/21, Due 09/28)(14)
202 174 177
3,379 3,299 3,308
Dwyer Instruments, Inc. (0.8%)*(6) (7) (9)
Electric First Lien Senior Secured Term Loan (LIBOR + 5.5%, 6.3% Cash, Acquired 07/21, Due 07/27) 5,206 5,098 5,110
5,206 5,098 5,110
Echo Global Logistics, Inc. (1.8%)*(6)
Air Transportation
Second Lien Senior Secured Term Loan (LIBOR + 7.25%, 7.8% Cash, Acquired 11/21, Due 11/29)(7) (8)
10,605 10,425 10,441
Partnership Units (289.22 units, Acquired 11/21) 289 289
10,605 10,714 10,730


Portfolio Company (5)	Industry	Investment Type (1)(2)	Interest	Acq. Date	Maturity Date	Principal Amount		Cost		Fair Value		% of Net Assets *		Notes
AVSC Holding Corp.	Advertising	First Lien Senior Secured Term Loan	LIBOR + 4.50%, 6.1% Cash, 1.0% PIK	08/20	10/26	$	249	$	233	$	215	—	%	(7) (9)
		First Lien Senior Secured Term Loan	5.0% Cash, 10.0% PIK	11/20	10/26	3,984		3,912		4,203		0.7	%
						4,233		4,145		4,418

Azalea Buyer, Inc.	Technology	First Lien Senior Secured Term Loan	LIBOR + 5.25%, 6.8% Cash	11/21	11/27	3,055		2,987		2,996		0.5	%	(6) (7) (9)
		Revolver	LIBOR + 5.25%, 6.8% Cash	11/21	11/27	38		33		33		—	%	(6) (7) (9)
		Subordinated Term Loan	12.0% PIK	11/21	05/28	873		857		859		0.1	%	(6)*
		Common Stock (128,205.1 shares)	N/A	11/21	N/A			128		104		—	%	(6)*
						3,966		4,005		3,992

Bariacum S.A.	Consumer Products	First Lien Senior Secured Term Loan	EURIBOR + 5.50%, 5.5% Cash	11/21	11/28	1,777		1,863		1,725		0.3	%	(3) (6) (7) (12)
						1,777		1,863		1,725

Beyond Risk Management, Inc.	Other Financial	First Lien Senior Secured Term Loan	LIBOR + 4.50%, 6.8% Cash	10/21	10/27	2,560		2,488		2,485		0.4	%	(6) (7) (9)
						2,560		2,488		2,485

Bidwax	Non-durable Consumer Goods	First Lien Senior Secured Term Loan	EURIBOR + 6.45%, 6.5% Cash	02/21	02/28	2,195		2,422		2,145		0.4	%	(3) (6) (7) (13)
						2,195		2,422		2,145

BigHand UK Bidco Limited	High Tech Industries	First Lien Senior Secured Term Loan	SONIA + 5.50%, 6.7% Cash	01/21	01/28	197		215		193		—	%	(3) (6) (7) (18)
		First Lien Senior Secured Term Loan	SOFR +5.50%, 6.3% Cash	01/21	01/28	99		99		97		—	%	(3) (6) (7) (15)
		First Lien Senior Secured Term Loan	SOFR +5.50%, 7.0% Cash	01/21	01/28	747		726		733		0.1	%	(3) (6) (7) (15)
						1,043		1,040		1,023

Blue Ribbon, LLC	Brewers	First Lien Senior Secured Term Loan	LIBOR + 6.00%, 7.1% Cash	05/21	05/28	12,554		12,282		11,424		1.9	%	(7) (8)
						12,554		12,282		11,424

Bounteous, Inc.	Technology	First Lien Senior Secured Term Loan	LIBOR + 5.00%, 7.2% Cash	08/21	08/27	6,061		5,910		5,926		1.0	%	(6) (7) (9)
						6,061		5,910		5,926

Brightline Trains Florida LLC	Transportation	Senior Secured Note	8.0% Cash	08/21	01/28	2,000		2,000		1,895		0.3	%	(6)*
						2,000		2,000		1,895

Brightpay Limited	Technology	First Lien Senior Secured Term Loan	EURIBOR + 5.25%, 5.3% Cash	10/21	10/28	1,768		1,899		1,732		0.3	%	(3) (6) (7) (12)
						1,768		1,899		1,732

BrightSign LLC	Media & Entertainment	First Lien Senior Secured Term Loan	LIBOR + 5.75%, 8.0% Cash	10/21	10/27	6,862		6,800		6,684		1.1	%	(6) (7) (9)
		Revolver	LIBOR + 5.75%, 8.0% Cash	10/21	10/27	—		(6)		(19)		—	%	(6) (7) (9)
		LLC units (596,181.5 units)	N/A	10/21	N/A			596		545		0.1	%	(6)*
						6,862		7,390		7,210

British Airways 2020-1 Class B Pass Through Trust	Airlines	Structured Secured Note - Class B	8.4% Cash	11/20	11/28	756		756		813		0.1	%
						756		756		813

British Engineering Services Holdco Limited	Commercial Services & Supplies	First Lien Senior Secured Term Loan	SONIA + 7.0%, 9.3% Cash	12/20	12/27	2,189		2,371		2,135		0.4	%	(3) (6) (7) (19)
						2,189		2,371		2,135

Barings Capital Investment Corporation

Unaudited Consolidated Schedule of Investments — (Continued)

~~March 31,~~June 30, 2022

(Amounts in thousands, except share amounts)

Portfolio Company (5)
Industry
Type of Investment(1) (2)
Principal
Amount Cost Fair
Value
Ellkay, LLC (0.6%)*(6) (7) (9)
Healthcare & Pharmaceuticals First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.8% Cash, Acquired 09/21, Due 09/27) $ 3,752 $ 3,683 $ 3,691
3,752 3,683 3,691
EMI Porta Holdco LLC (1.5%)*(6) (7) (9)
Diversified Manufacturing First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.5% Cash, Acquired 12/21, Due 12/27) 8,924 8,662 8,679
Revolver (LIBOR + 5.75%, 6.5% Cash, Acquired 12/21, Due 12/27) 259 235 237
9,183 8,897 8,916
Entact Environmental Services, Inc. (0.6%)*(6) (7) (9)
Environmental Industries First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.8% Cash, Acquired 02/21, Due 12/25) 4,033 4,001 3,937
4,033 4,001 3,937
EPS NASS Parent, Inc. (0.7%)*(6) (7) (9)
Electrical Components & Equipment First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.8% Cash, Acquired 04/21, Due 04/28) 4,229 4,146 4,165
4,229 4,146 4,165
eShipping, LLC (1.4%)*(6) (7)
Transportation Services
First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.8% Cash, Acquired 11/21, Due 11/27)(8)
8,255 8,063 8,079
Revolver (LIBOR + 5.75%, 6.8% Cash, Acquired 11/21, Due 11/27)(9)
500 479 481
8,755 8,542 8,560
Events Software BidCo Pty Ltd (0.3%)*(3) (6) (7) (22)
Technology First Lien Senior Secured Term Loan (BBSY + 5.50%, 5.5% Cash, Acquired 03/22, Due 03/28) 1,924 1,850 1,852
1,924 1,850 1,852
Ferrellgas L.P. (0.5%)*(3) (6)
Oil & Gas Equipment & Services OpCo Preferred Units (2,886 Units, Acquired 3/21) 2,799 3,030
2,799 3,030
Fineline Technologies, Inc. (0.3%)*(6) (7) (9)
Consumer Services First Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.8% Cash, Acquired 02/21, Due 02/28) 1,740 1,711 1,740
1,740 1,711 1,740
Finexvet (0.2%)*(3) (6) (7) (14)
Consumer Cyclical First Lien Senior Secured Term Loan (EURIBOR + 5.5%, 5.5% Cash, Acquired 03/22, Due 03/29) 1,536 1,472 1,467
1,536 1,472 1,467
FinThrive Software Intermediate Holdings Inc. (0.6%)* Business Equipment & Services Preferred Stock (3,188.51 shares, Acquired 03/22) 3,518 3,518
3,518 3,518
FitzMark Buyer, LLC (0.4%)*(6) (7) (9)
Cargo & Transportation First Lien Senior Secured Term Loan (LIBOR + 4.5%, 5.5% Cash, Acquired 12/20, Due 12/26) 2,479 2,438 2,429
2,479 2,438 2,429
Flexential Issuer, LLC (1.5%)* Information Technology Structured Secured Note - Class C (6.9% Cash, Acquired 11/21, Due 11/51) 10,000 9,264 9,400
10,000 9,264 9,400
FragilePak LLC (1.3%)*(6)
Transportation Services
First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.8% Cash, Acquired 05/21, Due 05/27)(7) (9)
7,520 7,247 6,899
Partnership Units (889.3 Units, Acquired 05/21) 889 767
7,520 8,136 7,666
Front Line Power Construction LLC (0.1%)* Construction Machinery
First Lien Senior Secured Term Loan (LIBOR + 12.5%, 13.5% Cash, Acquired 11/21, 11/28)(6) (7) (9)
700 678 679
Common Stock (8,898 shares, Acquired 11/21) 23 16
700 701 695
FSS Buyer LLC (2.4%)*(6)
Technology
First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.5% Cash, Acquired 08/21, Due 08/28)(7) (9)
14,814 14,538 14,575
LP Interest (1,973.6 Units, Acquired 08/21) 20 20
LP Units (8,677.3 Units, Acquired 08/21) 87 87
14,814 14,645 14,682
Hawaiian Airlines 2020-1 Class B Pass Through Certificates (0.5%) Airlines Structured Secured Note - Class B (11.3% Cash, Acquired 08/20, Due 09/25) 2,792 2,792 3,043
2,792 2,792 3,043


Portfolio Company (5)	Industry	Investment Type (1)(2)	Interest	Acq. Date	Maturity Date	Principal Amount		Cost		Fair Value		% of Net Assets *		Notes
BVI Medical, Inc.	Healthcare	Second Lien Senior Secured Term Loan	EURIBOR + 9.50%, 9.5% Cash	06/22	06/26	$	5,863	$	5,661	$	5,628	0.9	%	(6) (7) (12)
						5,863		5,661		5,628

CAi Software, LLC	Technology	First Lien Senior Secured Term Loan	LIBOR + 6.25%, 8.4% Cash	12/21	12/28	6,776		6,649		6,640		1.1	%	(6) (7) (9)
		Revolver	LIBOR + 6.25%, 8.4% Cash	12/21	12/27	—		(13)		(14)		—	%	(6) (7) (9)
						6,776		6,636		6,626

Canadian Orthodontic Partners Corp.	Healthcare	First Lien Senior Secured Term Loan	CDOR + 6.50%, 9.7% Cash	06/21	03/26	1,579		1,664		1,530		0.3	%	(3) (6) (7) (23)
		Class A Equity (500,000 units)	N/A	05/22	N/A			389		388		0.1	%	(3) (6)
		Class C - Warrants (74,712.64 units)	N/A	05/22	N/A			—		—		—	%	(3) (6)
						1,579		2,053		1,918

Caribou Holding Company, LLC	Technology	First Lien Senior Secured Term Loan	SOFR + 7.64%, 8.6% Cash	04/22	04/27	2,159		2,128		2,127		0.4	%	(3) (6) (7) (15)
		LLC Units (340,909 units)	N/A	04/22	N/A			341		341		0.1	%	(3) (6)
						2,159		2,469		2,468

Carlson Travel, Inc.	Business Travel Management	First Lien Senior Secured Note	8.5% Cash	11/21	11/26	2,898		2,676		2,605		0.4	%
		Common Stock (124,051 shares)	N/A	11/21	N/A			2,345		2,357		0.4	%
						2,898		5,021		4,962

Ceres Pharma NV	Pharmaceuticals	First Lien Senior Secured Term Loan	EURIBOR + 5.50%, 5.5% Cash	10/21	10/28	1,942		2,066		1,875		0.3	%	(3) (6) (7) (12)
						1,942		2,066		1,875

CGI Parent, LLC	Business Equipment & Services	First Lien Senior Secured Term Loan	LIBOR + 5.50%, 6.9% Cash	02/22	02/28	17,751		17,415		17,441		2.9	%	(6) (7) (9)
		Revolver	LIBOR + 5.50%, 6.9% Cash	02/22	02/28	—		(31)		(29)		—	%	(6) (7) (9)
		Preferred Stock (551 shares)	N/A	02/22	N/A			551		806		0.1	%	(6)*
						17,751		17,935		18,218

Cineworld Group PLC	Leisure Products	Super Senior Senior Secured Term Loan	7.0% Cash, 8.3% PIK	11/20	05/24	1,248		1,132		1,393		0.2	%	(3)*
		Super Senior Senior Secured Term Loan	LIBOR + 8.25%, 10.1% Cash	07/21	02/25	666		648		693		0.1	%	(3) (6) (7) (10)
		Warrants (371,024 units)	N/A	12/20	11/25			68		38		—	%	(3)*
						1,914		1,848		2,124

Coastal Marina Holdings, LLC	Other Financial	Subordinated Term Loan	10.0% PIK	11/21	11/31	2,512		2,301		2,280		0.4	%	(6)*
		Subordinated Term Loan	8.00% Cash	11/21	11/31	6,522		5,946		5,915		1.0	%	(6)*
		LLC Units (1,013,9780 units)	N/A	11/21	N/A			4,522		5,070		0.8	%	(6)*
						9,034		12,769		13,265

Cobham Slip Rings SAS	Diversified Manufacturing	First Lien Senior Secured Term Loan	LIBOR + 6.25%, 8.5% Cash	11/21	11/28	1,995		1,950		1,956		0.3	%	(3) (6) (7) (9)
						1,995		1,950		1,956

Compass Precision, LLC	Aerospace & Defense	Senior Subordinated Term Loan	11.0% Cash, 1.0% PIK	04/22	10/25	376		369		368		0.1	%	(6)*
		LLC Units (46,085.6 units)	N/A	04/22	N/A			125		127		—	%	(6)*
						376		494		495

Barings Capital Investment Corporation

Unaudited Consolidated Schedule of Investments — (Continued)

~~March 31,~~June 30, 2022

(Amounts in thousands, except share amounts)

Portfolio Company (5)
Industry
Type of Investment(1) (2)
Principal
Amount Cost Fair
Value
Heartland Veterinary Partners, LLC (0.5%)*(6)
Healthcare Subordinated Term Loan (11.0% PIK, Acquired 11/21, Due 11/28) $ 3,339 $ 3,255 $ 3,261
3,339 3,255 3,261
Hoffmaster Group Inc. (0.4%)*(7) (9)
Packaging First Lien Senior Secured Term Loan (LIBOR + 4.0%, 5.0% Cash, Acquired 07/20, Due 11/23) 2,514 2,291 2,390
2,514 2,291 2,390
Home Care Assistance, LLC (0.7%)*(6) (7) (9)
Healthcare & Pharmaceuticals First Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.8% Cash, Acquired 03/21, Due 03/27) 4,536 4,459 4,459
4,536 4,459 4,459
Houghton Mifflin Harcourt Publishers Inc. (0.0%)*(7) (8)
Paper Products First Lien Senior Secured Term Loan (LIBOR + 6.25%, 7.3% Cash, Acquired 07/20, Due 11/24) 148 141 147
148 141 147
IGL Holdings III Corp. (0.6%)*(6) (7) (9)
Commercial Printing First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.8% Cash, Acquired 11/20, Due 11/26) 3,617 3,553 3,555
3,617 3,553 3,555
IM Square (0.6%)*(3) (6) (7) (15)
Banking, Finance, Insurance & Real Estate First Lien Senior Secured Term Loan (EURIBOR + 5.25%, 5.3% Cash, Acquired 05/21, Due 04/28) 3,560 3,747 3,496
3,560 3,747 3,496
Infoblox, Inc. (0.5%)*(7) (9)
Technology Second Lien Senior Secured Term Loan (LIBOR + 7.25%, 8.0% Cash, Acquired 09/20, Due 12/28) 2,843 2,830 2,781
2,843 2,830 2,781
Infoniqa Holdings GmbH (0.4%)*(3) (6) (7) (14)
Technology First Lien Senior Secured Term Loan (EURIBOR + 5.25%, 5.3% Cash, Acquired 11/21, Due 11/28) 2,706 2,679 2,640
2,706 2,679 2,640
Innovad Group II BV (0.6%)*(3) (6) (7) (14)
Beverage, Food & Tobacco First Lien Senior Secured Term Loan (EURIBOR + 5.75%, 5.8% Cash, Acquired 04/21, Due 04/28) 4,045 4,181 3,689
4,045 4,181 3,689
INOS 19-090 GmbH (0.1%)*(3) (6) (7) (14)
Aerospace & Defense First Lien Senior Secured Term Loan (EURIBOR + 6.13%, 6.1% Cash, Acquired 12/20, Due 12/27) 854 906 854
854 906 854
ITI Intermodal, Inc. (0.1%)*(6)
Transportation Services
First Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.8% Cash, Acquired 12/21, Due 12/27)(7) (9)
721 706 706
Revolver (LIBOR + 4.75%, 5.8% Cash, Acquired 12/21, Due 12/27)(7) (9)
— (2) (2)
Common Stock (1,433.4 shares, Acquired 01/22) 144 143
721 848 847
Jaguar Merger Sub Inc. (d/b/a National Auto Care) (0.4%)*(6) (7) (9)
Other Financial First Lien Senior Secured Term Loan (LIBOR + 5.25%, 6.3% Cash, Acquired 12/21, Due 9/24) 2,722 2,671 2,671
Revolver (LIBOR + 5.25%, 6.3% Cash, Acquired 12/21, Due 9/24) — (6) (6)
2,722 2,665 2,665
JetBlue 2019-1 Class B Pass Through Trust (0.3%)* Airlines Structured Secured Note - Class B (8.0% Cash, Acquired 08/20, Due 11/27) 1,666 1,666 1,775
1,666 1,666 1,775
JF Acquisition, LLC (0.6%)*(6) (7) (9)
Automotive First Lien Senior Secured Term Loan (LIBOR + 5.5%, 6.5% Cash, Acquired 05/21, Due 07/24) 3,633 3,541 3,473
3,633 3,541 3,473
Jon Bidco Limited (0.8%)*(3) (6) (7) (24)
Healthcare First Lien Senior Secured Term Loan (BKBM + 5.50%, 6.0% Cash, Acquired 03/22, Due 03/27) 5,029 4,875 4,864
5,029 4,875 4,864


Portfolio Company (5)	Industry	Investment Type (1)(2)	Interest	Acq. Date	Maturity Date	Principal Amount		Cost		Fair Value		% of Net Assets *		Notes
Comply365, LLC	Technology	First Lien Senior Secured Term Loan	SOFR + 5.50%, 6.5% Cash	04/22	04/28	$	6,927	$	6,792	$	6,789	1.1	%	(6) (7) (15)
		Revolver	SOFR + 5.50%, 6.5% Cash	04/22	04/28	—		(11)		(11)		—	%	(6) (7) (15)
						6,927		6,781		6,778

Core Scientific, Inc.	Technology	First Lien Senior Secured Term Loan	9.8% Cash	03/22	03/25	17,864		18,032		17,436		2.9	%	(3) (6)
						17,864		18,032		17,436

Coyo Uprising GmbH	Technology	First Lien Senior Secured Term Loan	EURIBOR + 6.50%, 6.5% Cash, 3.5% PIK	09/21	09/28	9,149		9,972		8,942		1.5	%	(3) (6) (7) (12)
		Class A Units (531.0 units)	N/A	09/21	N/A			248		227		—	%	(3) (6)
		Class B Units (231.0 units)	N/A	09/21	N/A			538		605		0.1	%	(3) (6)
						9,149		10,758		9,774

Crash Champions, LLC	Automotive	First Lien Senior Secured Term Loan	SOFR + 5.00%, 7.2% Cash	05/21	08/25	17,208		16,812		16,510		2.7	%	(6) (7) (15)
						17,208		16,812		16,510

CSL DualCom	Tele-communications	First Lien Senior Secured Term Loan	SONIA + 5.50%, 6.7% Cash	09/20	09/27	1,088		1,086		1,061		0.2	%	(3) (6) (7) (17)
						1,088		1,086		1,061

CVL 3	Capital Equipment	First Lien Senior Secured Term Loan	EURIBOR + 5.50%, 5.5% Cash	12/21	12/28	5,436		5,733		5,324		0.9	%	(3) (6) (7) (12)
		First Lien Senior Secured Term Loan	SOFR + 5.50%, 6.4% Cash	12/21	12/28	3,382		3,303		3,312		0.5	%	(3) (6) (7) (15)
						8,818		9,036		8,636

CW Group Holdings, LLC	High Tech Industries	First Lien Senior Secured Term Loan	LIBOR + 6.00%, 7.7% Cash	01/21	01/27	8,002		7,858		7,730		1.3	%	(6) (7) (8)
		LLC Units (403,441 units)	N/A	01/21	N/A			403		271		—	%	(6)*
						8,002		8,261		8,001

DecksDirect, LLC	Building Materials	First Lien Senior Secured Term Loan	LIBOR + 6.00%, 7.7% Cash	12/21	12/26	709		696		689		0.1	%	(6) (7) (8)
		Revolver	LIBOR + 6.00%, 7.7% Cash	12/21	12/26	65		62		59		—	%	(6) (7) (8)
		LLC Units (1,280.8 units)	N/A	12/21	N/A			55		38		—	%	(6)*
						774		813		786

Dragon Bidco	Technology	First Lien Senior Secured Term Loan	EURIBOR + 6.75%, 6.8% Cash	04/21	04/28	6,482		6,892		6,337		1.0	%	(3) (6) (7) (13)
						6,482		6,892		6,337

Dune Group	Health Care Equipment	First Lien Senior Secured Term Loan	LIBOR + 5.75%, 5.8% Cash	09/21	09/28	3,177		3,127		3,136		0.5	%	(3) (6) (7) (9)
		First Lien Senior Secured Term Loan	EURIBOR + 5.75%, 5.8% Cash	09/21	09/28	190		175		175		—	%	(3) (6) (7) (12)
						3,367		3,302		3,311

Dunlipharder B.V.	Technology	First Lien Senior Secured Term Loan	SOFR + 6.50%, 7.6% Cash	06/22	06/28	1,000		985		985		0.2	%	(3) (6) (7) (14)
						1,000		985		985

Dwyer Instruments, Inc.	Electric	First Lien Senior Secured Term Loan	LIBOR + 6.0%, 8.3% Cash	07/21	07/27	5,193		5,092		5,068		0.8	%	(6) (7) (9)
						5,193		5,092		5,068

Echo Global Logistics, Inc.	Air Transportation	Second Lien Senior Secured Term Loan	LIBOR + 7.25%, 8.2% Cash	11/21	11/29	10,605		10,429		10,456		1.7	%	(6) (7) (8)
		Partnership Equity (289.2 units)	N/A	11/21	N/A			289		385		0.1	%	(6)*
						10,605		10,718		10,841

Barings Capital Investment Corporation

Unaudited Consolidated Schedule of Investments — (Continued)

~~March 31,~~June 30, 2022

(Amounts in thousands, except share amounts)

Portfolio Company (5)
Industry
Type of Investment(1) (2)
Principal
Amount Cost Fair
Value
Jones Fish Hatcheries & Distributors LLC (0.5%)*(6)
Consumer Products
First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.8% Cash, Acquired 02/22, Due 02/28)(7) (10)
$ 2,785 $ 2,730 $ 2,729
Revolver (LIBOR + 5.75%, 6.8% Cash, Acquired 02/22, Due 02/28)(7) (9)
— (8) (8)
LLC Units (974.60 units, Acquired 02/22) 97 97
2,785 2,819 2,818
Kano Laboratories LLC (1.0%)*(6)
Chemicals, Plastics & Rubber
First Lien Senior Secured Term Loan (LIBOR + 5.0%, 6.0% Cash, Acquired 11/20, Due 11/26)(7) (9)
6,422 6,250 6,250
Partnership Equity (78.7 Units, Acquired 11/20) 79 79
6,422 6,329 6,329
Kid Distro Holdings, LLC (3.2%)*(6)
Media & Entertainment
First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.8% Cash, Acquired 10/21, Due 10/27)(7) (9)
19,101 18,745 18,783
LLC Units (850,236.1 units, Acquired 10/21) 851 850
19,101 19,596 19,633
Kona Buyer, LLC (0.9%)*(6) (7) (9)
High Tech Industries First Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.5% Cash, Acquired 12/20, Due 12/27) 5,692 5,577 5,635
5,692 5,577 5,635
LAF International (0.1%)*(3) (6) (7) (15)
Healthcare & Pharmaceuticals First Lien Senior Secured Term Loan (EURIBOR + 5.75%, 5.8% Cash, Acquired 03/21, Due 03/28) 334 356 330
334 356 330
Lambir Bidco Limited (0.7%)*(3) (6)
Healthcare
First Lien Senior Secured Term Loan (EURIBOR + 6.0%, 6.0% Cash, Acquired 12/21, Due 12/28)(7) (13)
3,474 3,381 3,345
Revolver (EURIBOR + 6.0%, 6.0% Cash, Acquired 12/21, Due 12/24)(7) (13)
217 207 194
Second Lien Senior Secured Term Loan (12.0% PIK, Acquired 12/21, Due 06/29) 982 966 955
4,673 4,554 4,494
LeadsOnline, LLC (2.1%)*(6)
Business Equipment & Services
First Lien Senior Secured Term Loan (LIBOR + 5.00%, 6.0% Cash, Acquired 02/22, Due 02/28)(7) (9)
13,015 12,792 12,787
Revolver (LIBOR + 5.00%, 6.0% Cash, Acquired 02/22, Due 02/28)(7) (9)
— (33) (34)
LLC Units (39,370.08 units, Acquired 02/22) 39 39
13,015 12,798 12,792
Learfield Communications, LLC (1.0%)* Broadcasting
First Lien Senior Secured Term Loan (LIBOR + 3.25%, 4.3% Cash, Acquired 08/20, Due 12/23)(7) (8)
68 48 64
First Lien Senior Secured Term Loan (LIBOR + 3.0%, 3.0% Cash, 10.2% PIK, Acquired 08/20, Due 12/23)(9)
5,824 5,796 5,824
5,892 5,844 5,888
LivTech Purchaser, Inc. (0.5%)*(6) (7) (9)
Business Services First Lien Senior Secured Term Loan (LIBOR + 5.0%, 6.0% Cash, Acquired 01/21, Due 12/25) 3,319 3,286 3,285
3,319 3,286 3,285
Marmoutier Holding B.V. (0.3%)*(3) (6) (7) (14)
Consumer Products First Lien Senior Secured Term Loan (EURIBOR + 5.75%, 5.8% Cash, Acquired 12/21, Due 12/28) 1,902 1,874 1,845
Revolver (EURIBOR + 5.0%, 5.0% Cash, Acquired 12/21, Due 6/27) — (4) (4)
1,902 1,870 1,841
Marshall Excelsior Co. (1.1%)*(6) (7) (17)
Capital Goods First Lien Senior Secured Term Loan (SOFR + 5.5%, 6.5% Cash, Acquired 02/22, Due 02/28) 6,327 6,218 6,216
Revolver (SOFR + 5.5%, 6.5% Cash, Acquired 02/22, Due 02/28) 366 349 349
6,693 6,567 6,565
MC Group Ventures Corporation (0.7%)*(6)
Business Services
First Lien Senior Secured Term Loan (LIBOR + 5.5%, 6.5% Cash, Acquired 07/21, Due 06/27)(7) (9)
3,873 3,783 3,798
Partnership Equity Units (373.33 units, Acquired 06/21) 373 367
3,873 4,156 4,165
Median B.V. (0.6%)*(3) (7) (19)
Business Services First Lien Senior Secured Term Loan (SONIA + 6.0%, 7.0% Cash, Acquired 02/22, Due 11/27) 4,082 4,062 3,949
4,082 4,062 3,949


Portfolio Company (5)	Industry	Investment Type (1)(2)	Interest	Acq. Date	Maturity Date	Principal Amount		Cost		Fair Value		% of Net Assets *		Notes
Ellkay, LLC	Healthcare & Pharmaceuticals	First Lien Senior Secured Term Loan	LIBOR + 5.75%, 6.9% Cash	09/21	09/27	$	3,743	$	3,676	$	3,688	0.6	%	(6) (7) (9)
						3,743		3,676		3,688

EMI Porta Holdco LLC	Diversified Manufacturing	First Lien Senior Secured Term Loan	LIBOR + 5.50%, 7.1% Cash	12/21	12/27	9,213		8,962		8,981		1.5	%	(6) (7) (9)
		Revolver	LIBOR + 5.50%, 7.1% Cash	12/21	12/27	412		389		390		0.1	%	(6) (7) (9)
						9,625		9,351		9,371

Entact Environmental Services, Inc.	Environmental Industries	First Lien Senior Secured Term Loan	LIBOR + 5.75%, 8.0% Cash	02/21	12/25	3,982		3,953		3,863		0.6	%	(6) (7) (9)
						3,982		3,953		3,863

EPS NASS Parent, Inc.	Electrical Components & Equipment	First Lien Senior Secured Term Loan	LIBOR + 5.75%, 8.0% Cash	04/21	04/28	4,467		4,387		4,411		0.7	%	(6) (7) (9)
						4,467		4,387		4,411

eShipping, LLC	Transportation Services	First Lien Senior Secured Term Loan	LIBOR + 5.75%, 7.4% Cash	11/21	11/27	8,234		8,050		8,075		1.3	%	(6) (7) (8)
		Revolver	LIBOR + 5.75%, 7.4% Cash	11/21	11/27	—		(20)		(18)		—	%	(6) (7) (9)
						8,234		8,030		8,057

Events Software BidCo Pty Ltd	Technology	First Lien Senior Secured Term Loan	BBSY + 5.50%, 7.4% Cash	03/22	03/28	1,762		1,853		1,701		0.3	%	(3) (6) (7) (21)
						1,762		1,853		1,701

Ferrellgas L.P.	Oil & Gas Equipment & Services	Opco Preferred Units (2,886.0 units)	N/A	03/21	N/A			2,799		2,655		0.4	%	(3) (6)
								2,799		2,655

Fineline Technologies, Inc.	Consumer Services	First Lien Senior Secured Term Loan	LIBOR + 4.75%, 7.0% Cash	02/21	02/28	1,736		1,708		1,736		0.3	%	(6) (7) (9)
						1,736		1,708		1,736

Finexvet	Consumer Cyclical	First Lien Senior Secured Term Loan	EURIBOR + 5.50%, 5.5% Cash	03/22	03/29	2,122		2,171		2,063		0.3	%	(3) (6) (7) (12)
						2,122		2,171		2,063

FinThrive Software Intermediate Holdings Inc.	Business Equipment & Services	Preferred Stock (3,188.5 shares)	11.0% PIK	03/22	N/A			3,518		3,728		0.6	%	(6)*
								3,518		3,728

FitzMark Buyer, LLC	Cargo & Transportation	First Lien Senior Secured Term Loan	LIBOR + 4.50%, 5.5% Cash	12/20	12/26	2,466		2,428		2,424		0.4	%	(6) (7) (9)
						2,466		2,428		2,424

Five Star Holding LLC	Packaging	Second Lien Senior Secured Term Loan	SOFR + 7.25%, 8.8% Cash	05/22	05/30	7,143		7,002		7,000		1.2	%	(6) (7) (14)
		LLC Units (504.5 units)	N/A	05/22	N/A			504		504		0.1	%	(6)*
						7,143		7,506		7,504

Flexential Issuer, LLC	Information Technology	Structured Secured Note - Class C	6.9% Cash	11/21	11/51	10,000		9,267		9,254		1.5	%
						10,000		9,267		9,254

Footco 40 Limited	Media & Entertainment	First Lien Senior Secured Term Loan	SONIA + 5.75%, 6.8% Cash	04/22	04/29	1,504		1,552		1,441		0.2	%	(3) (6) (7) (18)
						1,504		1,552		1,441

FragilePak LLC	Transportation Services	First Lien Senior Secured Term Loan	LIBOR + 5.75%, 7.4% Cash	05/21	05/27	7,482		7,222		7,403		1.2	%	(6) (7) (8)
		Partnership Units (889.3 units)	N/A	05/21	N/A			889		889		0.1	%	(6)*
						7,482		8,111		8,292

Barings Capital Investment Corporation

Unaudited Consolidated Schedule of Investments — (Continued)

~~March 31,~~June 30, 2022

(Amounts in thousands, except share amounts)

Portfolio Company (5)
Industry
Type of Investment(1) (2)
Principal
Amount Cost Fair
Value
MNS Buyer, Inc. (0.2%)*(6)
Construction & Building
First Lien Senior Secured Term Loan (LIBOR + 5.5%, 6.5% Cash, Acquired 08/21, Due 08/27)(7) (8)
$ 921 $ 904 $ 906
Partnership Units (76.92 Units, Acquired 08/21) 77 77
921 981 983
Modern Star Holdings Bidco Pty Limited (0.3%)*(3) (6) (7) (21)
Non-durable Consumer Goods First Lien Senior Secured Term Loan (BBSY + 6.25%, 6.8% Cash, Acquired 12/20, Due 12/26) 2,181 2,067 2,112
2,181 2,067 2,112
MSG National Properties (0.8%)*(3) (6) (7) (9)
Hotel, Gaming, & Leisure First Lien Senior Secured Term Loan (LIBOR + 6.25%, 7.0% Cash, Acquired 11/20, Due 11/25) 4,950 4,837 4,925
4,950 4,837 4,925
Murphy Midco Limited (0.2%)*(3) (6) (7) (20)
Media, Diversified & Production First Lien Senior Secured Term Loan (SONIA + 5.0%, 5.0% Cash, Acquired 11/20, Due 11/27) 1,050 1,012 1,018
1,050 1,012 1,018
Music Reports, Inc. (0.9%)*(6) (7) (9)
Media & Entertainment First Lien Senior Secured Term Loan (LIBOR + 6.0%, 7.0% Cash, Acquired 08/20, Due 08/26) 5,355 5,254 5,240
5,355 5,254 5,240
Napa Bidco Pty Ltd (1.2%)*(3) (6) (7) (22)
Healthcare First Lien Senior Secured Term Loan (BBSY + 6.0%, 6.1% Cash, Acquired 03/22, Due 03/28) 7,835 7,298 7,581
7,835 7,298 7,581
Narda Acquisitionco., Inc. (0.5%)*(6)
Aerospace & Defense
First Lien Senior Secured Term Loan (LIBOR + 5.25%, 6.3% Cash, Acquired 12/21, Due 12/27)(7) (9)
2,963 2,913 2,915
Revolver (LIBOR + 5.25%, 6.3% Cash, Acquired 12/21, Due 12/27)(7) (9)
— (11) (11)
Class B Common Stock (265.88 Shares, Acquired 12/21) 27 27
Class A Preferred Stock (2,392.92 Shares, Acquired 12/21) 239 244
2,963 3,168 3,175
Navia Benefit Solutions, Inc. (1.5%)* (6) (7) (9)
Healthcare & Pharmaceuticals First Lien Senior Secured Term Loan (LIBOR + 5.25%, 6.3% Cash, Acquired 02/21, Due 02/27) 9,362 9,169 9,213
9,362 9,169 9,213
Nexus Underwriting Management Limited (0.4%)*(3) (6) (7) (20)
Other Financial First Lien Senior Secured Term Loan (SONIA + 5.25%, 5.3% Cash, Acquired 10/21, Due 10/28) 2,646 2,631 2,563
Revolver (SONIA + 5.25%, 5.3% Cash, Acquired 10/21, Due 4/22) 52 52 52
2,698 2,683 2,615
Northstar Recycling, LLC (0.6%)*(6) (7) (9)
Environmental Industries First Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.8% Cash, Acquired 10/21, Due 9/27) 3,994 3,920 3,928
3,994 3,920 3,928
Novotech Aus Bidco Pty Ltd (1.5%)*(3) (6) (7)
Healthcare
First Lien Senior Secured Term Loan (BBSY + 5.75%, 6.3% Cash, Acquired 01/22, Due 01/28)(21)
4,642 4,395 4,537
First Lien Senior Secured Term Loan (SOFR + 5.75%, 6.3% Cash, Acquired 01/22, Due 01/28)(16)
4,479 4,359 4,355
9,121 8,754 8,892
OA Buyer, Inc. (1.4%)*(6)
Healthcare
First Lien Senior Secured Term Loan (LIBOR + 6.0%, 6.8% Cash, Acquired 12/21, Due 12/28)(7) (9)
8,501 8,336 8,346
Revolver (LIBOR + 6.0%, 6.8% Cash, Acquired 12/21, Due 12/28)(7) (9)
— (26) (24)
Partnership Units (210,920.1 units, Acquired 12/21) 211 211
8,501 8,521 8,533
OAC Holdings I Corp (0.3%)*(6) (7) (17)
Healthcare First Lien Senior Secured Term Loan (SOFR + 5.0%, 6.0% Cash, Acquired 03/22, Due 04/28) 1,815 1,779 1,779
Revolver (SOFR + 5.0%, 6.0% Cash, Acquired 03/22, Due 04/28) 343 329 329
2,158 2,108 2,108


Portfolio Company (5)	Industry	Investment Type (1)(2)	Interest	Acq. Date	Maturity Date	Principal Amount		Cost		Fair Value		% of Net Assets *		Notes
Front Line Power Construction LLC	Construction Machinery	First Lien Senior Secured Term Loan	LIBOR + 12.50%, 14.0% Cash	11/21	11/28	$	698	$	663	$	681	0.1	%	(6) (7) (9)
		Common Stock (33,601 shares)	N/A	11/21	N/A			38		21		—	%
						698		701		702

FSS Buyer LLC	Technology	First Lien Senior Secured Term Loan	LIBOR + 5.75%, 6.5% Cash	08/21	08/28	14,777		14,511		14,563		2.4	%	(6) (7) (8)
		LP Interest (1,973.6 units)	N/A	08/21	N/A			20		23		—	%	(6)*
		LP Units (8,677.3 units)	N/A	08/21	N/A			87		102		—	%	(6)*
						14,777		14,618		14,688

GPZN II GmbH	Healthcare	First Lien Senior Secured Term Loan	EURIBOR + 5.50%, 5.5% Cash	06/22	06/29	449		427		422		0.1	%	(3) (6) (7) (11)
						449		427		422

Heartland Veterinary Partners, LLC	Healthcare	Subordinated Term Loan	11.0% PIK	11/21	11/28	3,278		3,206		3,213		0.5	%	(6)*
		Subordinated Term Loan	11.0% PIK	11/21	11/23	425		416		415		0.1	%	(6)*
						3,703		3,622		3,628

Hoffmaster Group Inc.	Packaging	First Lien Senior Secured Term Loan	LIBOR + 4.00%, 6.3% Cash	07/20	11/23	2,501		2,310		2,284		0.4	%	(7) (9)
						2,501		2,310		2,284

Home Care Assistance, LLC	Healthcare & Pharmaceuticals	First Lien Senior Secured Term Loan	LIBOR + 5.0%, 6.7% Cash	03/21	03/27	4,524		4,451		4,434		0.7	%	(6) (7) (8)
						4,524		4,451		4,434

Honour Lane Logistics Holdings Limited	Transportation Services	First Lien Senior Secured Term Loan	SOFR + 5.25%, 6.7% Cash	04/22	11/28	12,500		12,133		12,125		2.0	%	(3) (6) (7) (16)
						12,500		12,133		12,125

IM Square	Banking, Finance, Insurance & Real Estate	First Lien Senior Secured Term Loan	EURIBOR + 5.25%, 5.5% Cash	05/21	04/28	3,345		3,750		3,293		0.5	%	(3) (6) (7) (13)
						3,345		3,750		3,293

Infoblox, Inc.	Technology	Second Lien Senior Secured Term Loan	LIBOR + 7.25%, 9.3% Cash	09/20	12/28	2,843		2,831		2,416		0.4	%	(6) (7) (9)
						2,843		2,831		2,416

Infoniqa Holdings GmbH	Technology	First Lien Senior Secured Term Loan	EURIBOR + 5.25%, 5.3% Cash	11/21	11/28	2,542		2,681		2,487		0.4	%	(3) (6) (7) (12)
						2,542		2,681		2,487

Innovad Group II BV	Beverage, Food & Tobacco	First Lien Senior Secured Term Loan	EURIBOR + 5.75%, 6.0% Cash	04/21	04/28	4,092		4,480		3,749		0.6	%	(3) (6) (7) (13)
						4,092		4,480		3,749

INOS 19-090 GmbH	Aerospace & Defense	First Lien Senior Secured Term Loan	EURIBOR + 5.4%, 5.4% Cash	12/20	12/27	803		907		803		0.1	%	(3) (6) (7) (12)
						803		907		803

ITI Intermodal, Inc.	Transportation Services	First Lien Senior Secured Term Loan	LIBOR + 4.75%, 6.4% Cash	12/21	12/27	718		703		704		0.1	%	(6) (7) (8)
		Revolver	LIBOR + 4.75%, 6.4% Cash	12/21	12/27	—		(2)		(2)		—	%	(6) (7) (8)
		Common Stock (1,433.37 shares)	N/A	01/22	N/A			144		143		—	%	(6)*
						718		845		845

Jaguar Merger Sub Inc. (d/b/a National Auto Care)	Other Financial	First Lien Senior Secured Term Loan	LIBOR + 5.25%, 7.5% Cash	12/21	09/24	3,780		3,734		3,733		0.6	%	(6) (7) (9)
		Revolver	LIBOR + 5.25%, 7.5% Cash	12/21	09/24	—		(5)		(5)		—	%	(6) (7) (9)
						3,780		3,729		3,728

Barings Capital Investment Corporation

Unaudited Consolidated Schedule of Investments — (Continued)

~~March 31,~~June 30, 2022

(Amounts in thousands, except share amounts)

Portfolio Company (5)
Industry
Type of Investment(1) (2)
Principal
Amount Cost Fair
Value
Odeon Cinemas Group Limited (1.3%)*(3) (6)
Hotel, Gaming, & Leisure First Lien Senior Secured Term Loan (10.8% Cash, Acquired 02/21, Due 08/23) $ 7,719 $ 8,123 $ 7,873
7,719 8,123 7,873
OG III B.V. (0.9%)*(3) (6) (7) (14)
Containers & Glass Products First Lien Senior Secured Term Loan (EURIBOR + 5.75%, 5.8% Cash, Acquired 06/21, Due 06/28) 5,678 5,954 5,551
5,678 5,954 5,551
Omni Intermediate Holdings, LLC (2.0%)*(6) (7) (8)
Transportation First Lien Senior Secured Term Loan (LIBOR + 5.0%, 6.0% Cash, Acquired 12/20, Due 12/26) 12,373 12,173 12,108
12,373 12,173 12,108
Oracle Vision Bidco Limited (0.2%)*(3) (6) (7) (20)
Healthcare First Lien Senior Secured Term Loan (SONIA + 5.25%, 5.3% Cash, Acquired 06/21, Due 05/28) 1,397 1,457 1,391
1,397 1,457 1,391
Origin Bidco Limited (0.2%)*(3) (6) (7)
Technology
First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.8% Cash, Acquired 06/21, Due 06/28)(9)
597 582 585
First Lien Senior Secured Term Loan (EURIBOR + 5.75%, 5.8% Cash, Acquired 06/21, Due 06/28)(14)
369 394 362
966 976 947
OSP Hamilton Purchaser, LLC (0.4%)*(6) (7) (9)
Technology First Lien Senior Secured Term Loan (LIBOR + 5.25%, 6.3% Cash, Acquired 12/21, Due 12/27) 2,281 2,237 2,239
Revolver (LIBOR + 5.25%, 6.3% Cash, Acquired 12/21, Due 12/27) — (4) (3)
2,281 2,233 2,236
Pacific Health Supplies Bidco Pty Limited (0.1%)*(3) (6) (7) (21)
Healthcare & Pharmaceuticals First Lien Senior Secured Term Loan (BBSY + 6.0%, 6.5% Cash, Acquired 12/20, Due 12/25) 875 840 847
875 840 847
PDQ.Com Corporation (2.4%)*(6)
Business Equipment & Services
First Lien Senior Secured Term Loan (LIBOR + 5.0%, 6.0% Cash, Acquired 08/21, Due 08/27)(7) (9)
14,917 14,675 14,677
Class A-2 Partnership Units (86.39 Units, Acquired 08/21) 86 110
14,917 14,761 14,787
Permaconn BidCo Pty Ltd (0.9%)*(3) (6) (7) (22)
Tele-communications First Lien Senior Secured Term Loan (BBSY + 6.5%, 6.5% Cash, Acquired 12/21, Due 12/27) 5,409 5,023 5,272
5,409 5,023 5,272
Polara Enterprises, L.L.C. (0.4%)*(6)
Capital Equipment
First Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.8% Cash, Acquired 12/21, Due 12/27)(7) (9)
2,121 2,081 2,045
Revolver (LIBOR + 4.75%, 5.8% Cash, Acquired 12/21, Due 12/27)(7) (9)
— (5) (10)
Partnership Units (1,910.22 Units, Acquired 12/21) 191 191
2,121 2,267 2,226
Policy Services Company, LLC (3.0%)*(6)
Property & Casualty Insurance
First Lien Senior Secured Term Loan (LIBOR + 6.0%, 7.0% Cash, 4.0% PIK, Acquired 12/21, Due 06/26)(7) (9)
18,595 18,025 17,990
Warrants - Class A (10,710 units, Acquired 12/21) — —
Warrants - Class B (3,614 units, Acquired 12/21) — —
Warrants - Class CC (372 units, Acquired 12/21) — —
Warrants - Class D (955 units, Acquired 12/21) — —
18,595 18,025 17,990
Premium Franchise Brands, LLC (2.4%)*(6) (7) (9)
Research & Consulting Services First Lien Senior Secured Term Loan (LIBOR + 6.25%, 7.3% Cash, Acquired 12/20, Due 12/26) 14,912 14,650 14,643
14,912 14,650 14,643
Premium Invest (0.8%)*(3) (6) (7) (14)
Brokerage, Asset Managers & Exchanges First Lien Senior Secured Term Loan (EURIBOR + 6.0%, 6.0% Cash, Acquired 06/21, Due 06/28) 5,007 5,241 5,007
5,007 5,241 5,007
Preqin MC Limited (0.5%)*(3) (6) (7) (18)
Banking, Finance, Insurance & Real Estate First Lien Senior Secured Term Loan (SOFR + 5.5%, 5.5% Cash, Acquired 08/21, Due 07/28) 3,147 3,060 3,091
3,147 3,060 3,091


Portfolio Company (5)	Industry	Investment Type (1)(2)	Interest	Acq. Date	Maturity Date	Principal Amount		Cost		Fair Value		% of Net Assets *		Notes
JetBlue 2019-1 Class B Pass Through Trust	Airlines	Structured Secured Note - Class B	8.0% Cash	08/20	11/27	$	1,555	$	1,555	$	1,559	0.3	%
						1,555		1,555		1,559

JF Acquisition, LLC	Automotive	First Lien Senior Secured Term Loan	LIBOR + 6.0%, 7.3% Cash	05/21	07/24	3,623		3,537		3,424		0.6	%	(6) (7) (9)
						3,623		3,537		3,424

Jon Bidco Limited	Healthcare	First Lien Senior Secured Term Loan	BKBM + 5.50%, 7.1% Cash	03/22	03/27	4,495		4,882		4,361		0.7	%	(3) (6) (7) (24)
						4,495		4,882		4,361

Jones Fish Hatcheries & Distributors LLC	Consumer Products	First Lien Senior Secured Term Loan	LIBOR + 5.75%, 6.8% Cash	02/22	02/28	2,785		2,732		2,735		0.5	%	(6) (7) (10)
		Revolver	LIBOR + 5.75%, 6.8% Cash	02/22	02/28	—		(8)		(7)		—	%	(6) (7) (9)
		LLC Units (974.68 units)	N/A	02/22	N/A			97		97		—	%	(6)*
						2,785		2,821		2,825

Kano Laboratories LLC	Chemicals, Plastics & Rubber	First Lien Senior Secured Term Loan	LIBOR + 5.00%, 7.0% Cash	11/20	11/26	6,348		6,186		6,194		1.0	%	(6) (7) (9)
		Partnership Equity 78.7 units)	N/A	11/20	N/A			79		79		—	%	(6)*
						6,348		6,265		6,273

Kid Distro Holdings, LLC	Media & Entertainment	First Lien Senior Secured Term Loan	LIBOR + 5.75%, 8.0% Cash	10/21	10/27	19,005		18,664		18,720		3.1	%	(6) (7) (9)
		LLC Units (850,236.1 units)	N/A	10/21	N/A			851		810		0.1	%	(6)*
						19,005		19,515		19,530

Kona Buyer, LLC	High Tech Industries	First Lien Senior Secured Term Loan	LIBOR + 4.75%, 6.8% Cash	12/20	12/27	5,634		5,525		5,521		0.9	%	(6) (7) (9)
						5,634		5,525		5,521

LAF International	Healthcare & Pharmaceuticals	First Lien Senior Secured Term Loan	EURIBOR + 5.75%, 5.8% Cash	03/21	03/28	314		356		314		0.1	%	(3) (6) (7) (13)
						314		356		314

Lambir Bidco Limited	Healthcare	First Lien Senior Secured Term Loan	EURIBOR + 6.00%, 6.0% Cash	12/21	12/28	3,265		3,385		3,155		0.5	%	(3) (6) (7) (12)
		Second Lien Senior Secured Term Loan	12.0% PIK	12/21	06/29	978		1,023		954		0.2	%	(3) (6)
						4,243		4,408		4,109

LeadsOnline, LLC	Business Equipment & Services	First Lien Senior Secured Term Loan	LIBOR + 5.00%, 7.3% Cash	02/22	02/28	12,983		12,768		12,786		2.1	%	(6) (7) (9)
		Revolver	LIBOR + 5.00%, 7.3% Cash	02/22	02/28	260		228		231		—	%	(6) (7) (9)
		LLC Units (39,370.1 units)	N/A	02/22	N/A			39		39		—	%	(6)*
						13,243		13,035		13,056

Learfield Communications, LLC	Broadcasting	First Lien Senior Secured Term Loan	LIBOR + 3.25%, 4.9% Cash	08/20	12/23	67		47		59		—	%	(6) (7) (8)
		First Lien Senior Secured Term Loan	3.0% Cash, LIBOR + 10.0% PIK	08/20	12/23	5,976		5,951		5,946		1.0	%	(9)*
						6,043		5,998		6,005

Liberty Steel Holdings USA Inc.	Industrial Other	Revolver	SOFR + 5.00%, 6.0% Cash	04/22	04/25	10,000		9,907		9,900		1.6	%	(6) (7) (14)
						10,000		9,907		9,900

LivTech Purchaser, Inc.	Business Services	First Lien Senior Secured Term Loan	LIBOR + 5.00%, 6.0% Cash	01/21	12/25	3,319		3,288		3,288		0.5	%	(6) (7) (9)
						3,319		3,288		3,288

Long Term Care Group, Inc.	Healthcare	First Lien Senior Secured Term Loan	LIBOR + 6.00%, 7.3% Cash	04/22	09/27	4,885		4,791		4,787		0.8	%	(6) (7) (8)
						4,885		4,791		4,787

Barings Capital Investment Corporation

Unaudited Consolidated Schedule of Investments — (Continued)

~~March 31,~~June 30, 2022

(Amounts in thousands, except share amounts)

Portfolio Company (5)
Industry
Type of Investment(1) (2)
Principal
Amount Cost Fair
Value
ProfitOptics, LLC (0.1%)*(6)
Technology
First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.5% Cash, Acquired 03/22, Due 02/28)(7) (9)
$ 708 $ 694 $ 694
Revolver (LIBOR + 5.75%, 6.5% Cash, Acquired 03/22, Due 02/28)(7) (9)
— (4) (4)
Subordinated Term Loan (8.0% Cash, Acquired 03/22, Due 02/29) 32 32 32
LLC Units (96,774.2 units, Acquired 03/22) 65 65
740 787 787
Protego Bidco B.V. (0.2%)*(3) (6) (7) (14)
Aerospace & Defense First Lien Senior Secured Term Loan (EURIBOR + 5.25%, 5.3% Cash, Acquired 03/21, Due 03/27) 755 786 745
First Lien Senior Secured Term Loan (EURIBOR + 6.0%, 6.0% Cash, Acquired 03/21, Due 03/28) 362 373 351
1,117 1,159 1,096
QPE7 SPV1 BidCo Pty Ltd (0.5%)*(3) (6) (7) (22)
Consumer Cyclical First Lien Senior Secured Term Loan (BBSY + 5.5%, 6.0% Cash, Acquired 09/21, Due 09/26) 3,175 2,998 3,136
3,175 2,998 3,136
Questel Unite (0.5%)*(3) (6) (7)
Business Services
First Lien Senior Secured Term Loan (EURIBOR + 6.25%, 6.3% Cash, Acquired 12/20, Due 12/27)(14)
2,400 2,445 2,400
First Lien Senior Secured Term Loan (LIBOR + 6.25%, 6.8% Cash, Acquired 12/20, Due 12/27)(9)
367 363 367
2,767 2,808 2,767
Recovery Point Systems, Inc. (0.8%)*(6)
Technology
First Lien Senior Secured Term Loan (LIBOR + 6.5%, 7.5% Cash, Acquired 08/20, Due 08/26)(7) (9)
5,046 4,968 5,006
Partnership Equity (81,313 units, Acquired 03/21) 81 55
5,046 5,049 5,061
Renovation Parent Holdings, LLC (1.6%)*(6)
Home Furnishings
First Lien Senior Secured Term Loan (LIBOR + 5.5%, 6.5% Cash, Acquired 11/21, Due 11/27)(7) (9)
9,709 9,479 9,497
Partnership Units (394,736.8 units, Acquired 11/21) 395 395
9,709 9,874 9,892
REP SEKO MERGER SUB LLC
(2.2%)*(6) (7)
Air Freight & Logistics
First Lien Senior Secured Term Loan (EURIBOR + 5.0%, 6.0% Cash, Acquired 12/20, Due 12/26)(14)
9,478 9,736 9,359
First Lien Senior Secured Term Loan (LIBOR + 5.0%, 6.0% Cash, Acquired 12/20, Due 12/26)(9)
4,305 4,201 4,243
13,783 13,937 13,602
Resonetics, LLC (0.3%)*(6) (7) (9)
Health Care Equipment Second Lien Senior Secured Term Loan (LIBOR + 7.0%, 7.8% Cash, Acquired 04/21, Due 04/29) 1,859 1,824 1,827
1,859 1,824 1,827
Reward Gateway (UK) Ltd (1.6%)*(3) (6) (7) (19)
Precious Metals & Minerals First Lien Senior Secured Term Loan (SONIA + 6.75%, 6.8% Cash, Acquired 08/21, Due 06/28) 9,959 10,201 9,728
9,959 10,201 9,728
Riedel Beheer B.V. (0.3%)*(3) (6) (7) (14)
Food & Beverage First Lien Senior Secured Term Loan (EURIBOR + 5.5%, 5.5% Cash, Acquired 12/21, Due 12/28) 1,858 1,836 1,808
1,858 1,836 1,808
RPX Corporation (2.5%)*(6) (7) (9)
Research & Consulting Services First Lien Senior Secured Term Loan (LIBOR + 6.0%, 7.0% Cash, Acquired 10/20, Due 10/25) 15,505 15,209 15,215
15,505 15,209 15,215
Safety Products Holdings, LLC (0.8%)*(6)
Non-durable Consumer Goods
First Lien Senior Secured Term Loan (LIBOR + 6.0%, 7.0% Cash, Acquired 12/20, Due 12/26)(7) (8)
4,847 4,715 4,832
Preferred Stock (84.8 units, Acquired 12/20) 85 117
4,847 4,800 4,949
Scaled Agile, Inc. (0.3%)*(6) (7) (9)
Research & Consulting Services First Lien Senior Secured Term Loan (LIBOR + 5.5%, 6.3% Cash, Acquired 12/21, Due 12/28) 1,748 1,707 1,728
Revolver (LIBOR + 5.5%, 6.3% Cash, Acquired 12/21, Due 12/28) — (6) (3)
1,748 1,701 1,725


Portfolio Company (5)	Industry	Investment Type (1)(2)	Interest	Acq. Date	Maturity Date	Principal Amount		Cost		Fair Value		% of Net Assets *		Notes
Marmoutier Holding B.V.	Consumer Products	First Lien Senior Secured Term Loan	EURIBOR + 5.75%, 5.8% Cash	12/21	12/28	$	1,788	$	1,877	$	1,739	0.3	%	(3) (6) (7) (12)
		Revolver	EURIBOR + 5.00%, 5.0% Cash	12/21	06/27	—		(4)		(3)		—	%	(3) (6) (7) (12)
						1,788		1,873		1,736

Marshall Excelsior Co.	Capital Goods	First Lien Senior Secured Term Loan	SOFR + 5.50%, 7.7% Cash	02/22	02/28	6,633		6,528		6,517		1.1	%	(6) (7) (15)
		Revolver	SOFR + 5.50%, 7.7% Cash	02/22	02/28	583		566		565		0.1	%	(6) (7) (15)
						7,216		7,094		7,082

MC Group Ventures Corporation	Business Services	First Lien Senior Secured Term Loan	LIBOR + 5.50%, 8.4% Cash	07/21	06/27	3,863		3,777		3,802		0.6	%	(6) (7) (9)
		Partnership Units (373.3 Units)	N/A	06/21	N/A			373		416		0.1	%	(6)*
						3,863		4,150		4,218

Median B.V.	Healthcare	First Lien Senior Secured Term Loan	SONIA + 6.00%, 7.2% Cash	02/22	10/27	3,765		4,067		3,398		0.6	%	(3) (7) (18)
						3,765		4,067		3,398

MNS Buyer, Inc.	Construction & Building	First Lien Senior Secured Term Loan	LIBOR + 5.50%, 7.2% Cash	08/21	08/27	916		900		903		0.1	%	(6) (7) (8)
		Partnership Units (76.92 Units)	N/A	08/21	NA			77		64		—	%	(6)*
						916		977		967

Modern Star Holdings Bidco Pty Limited	Non-durable Consumer Goods	First Lien Senior Secured Term Loan	BBSY + 6.0%, 7.1% Cash	12/20	12/26	1,998		2,070		1,940		0.3	%	(3) (6) (7) (20)
						1,998		2,070		1,940

Murphy Midco Limited	Media, Diversified & Production	First Lien Senior Secured Term Loan	SONIA + 4.75%, 6.1% Cash	11/20	11/27	968		1,014		944		0.2	%	(3) (6) (7) (18)
						968		1,014		944

Music Reports, Inc.	Media & Entertainment	First Lien Senior Secured Term Loan	LIBOR + 6.00%, 7.1% Cash	08/20	08/26	5,328		5,233		5,224		0.9	%	(6) (7) (8)
						5,328		5,233		5,224

Napa Bidco Pty Ltd	Healthcare	First Lien Senior Secured Term Loan	BBSY + 6.00%, 7.2% Cash	03/22	03/28	7,175		7,306		6,969		1.2	%	(3) (6) (7) (21)
						7,175		7,306		6,969

Narda Acquisitionco., Inc.	Aerospace & Defense	First Lien Senior Secured Term Loan	LIBOR + 5.25%, 7.5% Cash	12/21	12/27	2,955		2,908		2,837		0.5	%	(6) (7) (9)
		Revolver	LIBOR + 5.25%, 7.5% Cash	12/21	12/27	—		(11)		(27)		—	%	(6) (7) (9)
		Class A Preferred Stock (2,392.9 shares)	N/A	12/21	N/A			239		201		—	%	(6)*
		Class B Common Stock (265.9 shares)	N/A	12/21	N/A			27		—		—	%	(6)*
						2,955		3,163		3,011

Navia Benefit Solutions, Inc.	Healthcare & Pharmaceuticals	First Lien Senior Secured Term Loan	LIBOR + 5.25%, 6.8% Cash	02/21	02/27	9,315		9,133		9,186		1.5	%	(6) (7) (8)
						9,315		9,133		9,186

Nexus Underwriting Management Limited	Other Financial	First Lien Senior Secured Term Loan	SONIA + 5.25%, 5.9% Cash	10/21	10/28	2,510		2,709		2,441		0.4	%	(3) (6) (7) (19)
		Revolver	SONIA + 5.25%, 5.9% Cash	10/21	04/23	95		104		95		—	%	(3) (6) (7) (19)
						2,605		2,813		2,536

Northstar Recycling, LLC	Environmental Industries	First Lien Senior Secured Term Loan	LIBOR + 4.75%, 7.0% Cash	10/21	09/27	3,975		3,903		3,915		0.6	%	(6) (7) (9)
						3,975		3,903		3,915

Barings Capital Investment Corporation

Unaudited Consolidated Schedule of Investments — (Continued)

~~March 31,~~June 30, 2022

(Amounts in thousands, except share amounts)

Portfolio Company (5)
Industry
Type of Investment(1) (2)
Principal
Amount Cost Fair
Value
Serta Simmons Bedding LLC
(0.3%)*(7) (8)
Home Furnishings Super Priority Second Out (LIBOR + 7.5%, 8.5% Cash, Acquired 09/20, Due 08/23) $ 1,970 $ 1,788 $ 1,853
1,970 1,788 1,853
SISU ACQUISITIONCO., INC. (0.8%)*(6) (7) (9)
Aerospace & Defense First Lien Senior Secured Term Loan (LIBOR + 5.25%, 6.3% Cash, Acquired 12/20, Due 12/26) 4,950 4,869 4,736
4,950 4,869 4,736
Smartling, Inc. (1.3%)*(6) (7) (9)
Technology First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.8% Cash, Acquired 11/21, Due 10/27) 8,235 8,058 8,073
Revolver (LIBOR + 5.75%, 6.8% Cash, Acquired 11/21, Due 10/27) — (11) (10)
8,235 8,047 8,063
SN BUYER, LLC (0.8%)*(6) (7) (8)
Health Care Services First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.8% Cash, Acquired 12/20, Due 12/26) 4,633 4,558 4,633
4,633 4,558 4,633
SPT Acquico Limited (0.2%)*(3) (6) (7) (9)
High Tech Industries First Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.8% Cash, Acquired 01/21, Due 12/27) 921 901 921
921 901 921
SSCP Pegasus Midco Limited (0.1%)*(3) (6) (7) (11)
Healthcare & Pharmaceuticals First Lien Senior Secured Term Loan (GBP LIBOR + 6.75%, 7.7% Cash, Acquired 12/20, Due 11/27) 505 457 466
505 457 466
Starnmeer B.V. (1.4%)*(3) (6) (7) (9)
Technology First Lien Senior Secured Term Loan (LIBOR + 6.4%, 6.9% Cash, Acquired 10/21, Due 04/27) 8,640 8,519 8,529
8,640 8,519 8,529
Superjet Buyer, LLC (3.0%)*(6) (7) (9)
Technology First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.5% Cash, Acquired 12/21, Due 12/27) 18,540 18,182 18,200
Revolver (LIBOR + 5.75%, 6.5% Cash, Acquired 12/21, Due 12/27) (28) (27)
18,540 18,154 18,173
Syniverse Holdings, Inc. (0.7%)*(7) (9)
Technology Distributors First Lien Senior Secured Term Loan (LIBOR + 5.0%, 6.0% Cash, Acquired 08/20, Due 03/23) 4,601 4,187 4,453
4,601 4,187 4,453
Syntax Systems Ltd (0.7%)*(3) (6) (7) (8)
Technology First Lien Senior Secured Term Loan (LIBOR + 5.5%, 6.3% Cash, Acquired 11/21, Due 10/28) 4,158 4,109 4,105
Revolver (LIBOR + 5.5%, 6.3% Cash, Acquired 11/21, Due 10/26) 333 327 327
4,491 4,436 4,432
TA SL Cayman Aggregator Corp.
(0.2%)*(6)
Technology Subordinated Term Loan (7.75% PIK, Acquired 07/21, Due 07/28) 966 949 951
Common Stock (736 Shares, Acquired 07/21) 23 35
966 972 986
Tank Holding Corp (2.3%)*(6) (7) (16)
Metal & Glass Containers First Lien Senior Secured Term Loan (SOFR + 6.00%, 6.8% Cash, Acquired 03/22, Due 03/28) 14,345 14,023 14,023
Revolver (SOFR + 6.00%, 6.8% Cash, Acquired 03/22, Due 03/28) — (15) (15)
14,345 14,008 14,008
Techone B.V. (0.4%)*(3) (6) (7) (14)
Technology First Lien Senior Secured Term Loan (EURIBOR + 5.5%, 5.5% Cash, Acquired 11/21, Due 11/28) 2,554 2,524 2,481
Revolver (EURIBOR + 5.5%, 5.5% Cash, Acquired 11/21, Due 05/28) 32 29 29
2,586 2,553 2,510
Tencarva Machinery Company, LLC (0.6%)*(6) (7) (9)
Capital Equipment First Lien Senior Secured Term Loan (LIBOR + 5.5%, 6.5% Cash, Acquired 12/21, Due 12/27) 3,657 3,586 3,590
Revolver (LIBOR + 5.5%, 6.5% Cash, Acquired 12/21, Due 12/27) — (13) (12)
3,657 3,573 3,578


Portfolio Company (5)	Industry	Investment Type (1)(2)	Interest	Acq. Date	Maturity Date	Principal Amount		Cost		Fair Value		% of Net Assets *		Notes
Novotech Aus Bidco Pty Ltd	Healthcare	First Lien Senior Secured Term Loan	BBSY + 5.75%, 7.6% Cash	01/22	01/28	$	4,251	$	4,398	$	4,170	0.7	%	(3) (6) (7) (22)
		First Lien Senior Secured Term Loan	SOFR + 5.25%, 7.6% Cash	01/22	01/28	4,479		4,363		4,375		0.7	%	(3) (6) (7) (16)
						8,730		8,761		8,545

OA Buyer, Inc.	Healthcare	First Lien Senior Secured Term Loan	LIBOR + 6.00%, 8.3% Cash	12/21	12/28	9,613		9,431		9,421		1.6	%	(6) (7) (9)
		Revolver	LIBOR + 6.00%, 8.3% Cash	12/21	12/28	—		(25)		(27)		—	%	(6) (7) (9)
		Partnership Units (210,920.11 units)	N/A	12/21	N/A			211		211		—	%	(6)*
						9,613		9,617		9,605

OAC Holdings I Corp	Healthcare	First Lien Senior Secured Term Loan	SOFR + 5.00%, 7.8% Cash	03/22	03/29	1,815		1,780		1,782		0.3	%	(6) (7) (16)
		Revolver	SOFR + 5.00%, 6.7% Cash	03/22	03/28	538		525		526		0.1	%	(6) (7) (14)
						2,353		2,305		2,308

Odeon Cinemas Group Limited	Hotel, Gaming, & Leisure	First Lien Senior Secured Term Loan	11.3% Cash	02/21	08/23	7,205		8,145		6,845		1.1	%	(3) (6)
						7,205		8,145		6,845

OG III B.V.	Containers & Glass Products	First Lien Senior Secured Term Loan	EURIBOR + 5.75%, 5.8% Cash	06/21	06/28	6,479		7,229		6,317		1.0	%	(3) (6) (7) (12)
						6,479		7,229		6,317

Omni Intermediate Holdings, LLC	Transportation	First Lien Senior Secured Term Loan	LIBOR + 5.00%, 6.0% Cash	12/20	12/26	12,346		12,189		12,049		2.0	%	(6) (7) (8)
						12,346		12,189		12,049

Oracle Vision Bidco Limited	Healthcare	First Lien Senior Secured Term Loan	SONIA + 5.25%, 5.7% Cash	06/21	05/28	1,289		1,458		1,265		0.2	%	(3) (6) (7) (19)
						1,289		1,458		1,265

Origin Bidco Limited	Technology	First Lien Senior Secured Term Loan	LIBOR + 5.75%, 7.2% Cash	06/21	06/28	597		583		586		0.1	%	(3) (6) (7) (9)
		First Lien Senior Secured Term Loan	EURIBOR + 5.50%, 5.5% Cash	06/21	06/28	347		394		341		0.1	%	(3) (6) (7) (12)
						944		977		927

OSP Hamilton Purchaser, LLC	Technology	First Lien Senior Secured Term Loan	LIBOR + 5.25%, 7.5% Cash	12/21	12/27	2,269		2,227		2,232		0.4	%	(6) (7) (9)
		Revolver	LIBOR + 5.25%, 7.5% Cash	12/21	12/27	56		53		53		—	%	(6) (7) (9)
						2,325		2,280		2,285

PDQ.Com Corporation	Business Equipment & Services	First Lien Senior Secured Term Loan	LIBOR + 5.00%, 7.3% Cash	08/21	08/27	14,842		14,609		14,625		2.4	%	(6) (7) (9)
		Class A-2 Partnership Units (286.4 units)	N/A	08/21	N/A			86		117		—	%	(6)*
						14,842		14,695		14,742

Perimeter Master Note Business Trust	Credit Card ABS	Structured Secured Note - Class A	4.7% Cash	05/22	05/27	82		82		80		—	%	(3) (6)
		Structured Secured Note - Class B	5.4% Cash	05/22	05/27	82		82		82		—	%	(3) (6)
		Structured Secured Note - Class C	5.9% Cash	05/22	05/27	82		82		78		—	%	(3) (6)
		Structured Secured Note - Class D	8.5% Cash	05/22	05/27	82		82		76		—	%	(3) (6)
		Structured Secured Note - Class E	11.4% Cash	05/22	05/27	4,192		4,192		3,901		0.6	%	(3) (6)
						4,520		4,520		4,217

Permaconn BidCo Pty Ltd	Tele-communications	First Lien Senior Secured Term Loan	BBSY + 6.50%, 7.8% Cash	12/21	12/27	4,953		5,028		4,839		0.8	%	(3) (6) (7) (21)
						4,953		5,028		4,839

Barings Capital Investment Corporation

Unaudited Consolidated Schedule of Investments — (Continued)

~~March 31,~~June 30, 2022

(Amounts in thousands, except share amounts)

Portfolio Company (5)
Industry
Type of Investment(1) (2)
Principal
Amount Cost Fair
Value
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC) (0.6%)*(6)
Brokerage, Asset Managers & Exchanges
First Lien Senior Secured Term Loan (LIBOR + 4.25%, 5.3% Cash, Acquired 10/21, Due 12/27)(7) (9)
$ 816 $ 750 $ 768
Revolver (LIBOR + 4.25%, 5.3% Cash, Acquired 10/21, Due 12/27)(7) (9)
— (13) (11)
Subordinated Term Loan (7.75% PIK, Acquired 10/21, Due 10/28) 3,210 3,148 3,155
4,026 3,885 3,912
Trident Maritime Systems, Inc. (2.8%)*(6) (7) (9)
Aerospace & Defense First Lien Senior Secured Term Loan (LIBOR + 5.5%, 6.5% Cash, Acquired 02/21, Due 02/27) 16,873 16,634 16,872
16,873 16,634 16,872
TSM II Luxco 10 SARL (0.9%)*(3) (6) (7) (15)
Chemical & Plastics Second Lien Senior Secured Term Loan (EURIBOR + 8.75%, 8.8% Cash, Acquired 03/22, Due 03/27) 5,563 5,329 5,341
5,563 5,329 5,341
Turbo Buyer, Inc. (1.0%)*(6) (7) (9)
Finance Companies First Lien Senior Secured Term Loan (LIBOR + 6.0%, 7.0% Cash, Acquired 11/21, Due 12/25) 6,071 5,918 5,888
6,071 5,918 5,888
Turnberry Solutions, Inc. (1.3%)*(6) (7) (17)
Consumer Cyclical First Lien Senior Secured Term Loan (SOFR + 6.0%, 7.0% Cash, Acquired 07/21, Due 09/26) 8,017 7,876 7,857
8,017 7,876 7,857
UKFast Leaders Limited (0.2%)*(3) (6) (7) (19)
Technology First Lien Senior Secured Term Loan (SONIA + 7.12%, 7.1% Cash, Acquired 09/20, Due 09/27) 1,098 1,047 1,074
1,098 1,047 1,074
Utac Ceram (0.2%)*(3) (6) (7)
Business Services
First Lien Senior Secured Term Loan (EURIBOR + 5.25%, 5.3% Cash, Acquired 09/20, Due 09/27)(14)
779 823 766
First Lien Senior Secured Term Loan (LIBOR + 5.25%, 5.5% Cash, Acquired 02/21, Due 09/27)(9)
364 364 358
1,143 1,187 1,124
Victoria Bidco Limited (1.2%)*(3) (6) (7) (20)
Industrial Machinery First Lien Senior Secured Term Loan (SONIA + 6.50%, 6.5% Cash, Acquired 03/22, Due 01/29) 7,707 7,652 7,452
7,707 7,652 7,452
VistaJet Pass Through Trust 2021-1B (1.6%)*(6)
Airlines Structured Secured Note - Class B (6.3% Cash, Acquired 11/21, Due 02/29) 10,000 10,000 9,973
10,000 10,000 9,973
Vital Buyer, LLC (2.1%)*(6)
Technology
First Lien Senior Secured Term Loan (LIBOR + 5.5%, 6.3% Cash, Acquired 06/21, Due 06/28)(7) (9)
12,742 12,512 12,742
Partnership Equity (16,442.9 Units, Acquired 06/21) 164 283
12,742 12,676 13,025
W2O Holdings, Inc. (0.1%)*(6) (9)
Healthcare Technology First Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.1% Cash, Acquired 10/20, Due 06/25) 868 868 868
First Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.7% Cash, Acquired 10/20, Due 06/25)(7)
— (24) —
868 844 868
Willis Engine Structured Trust VI (0.4%)* Structured Finance Structured Secured Note - Series 2021-1 Class C (7.4% Cash, Acquired 05/21, Due 05/46) 2,440 2,440 2,207
2,440 2,440 2,207
Woodland Foods, LLC (1.0%)*(6)
Food & Beverage
First Lien Senior Secured Term Loan (LIBOR + 5.5%, 6.5% Cash, Acquired 12/21, Due 12/27)(7) (9)
5,380 5,277 5,283
Revolver (LIBOR + 5.5%, 6.5% Cash, Acquired 12/21, Due 12/27)(7) (9)
238 218 219
Common Stock (777.26 shares, Acquired 12/21) 777 777
5,618 6,272 6,279
ZB Holdco LLC (0.2%)*(6)
Food & Beverage
First Lien Senior Secured Term Loan (LIBOR + 5.0%, 6.0% Cash, Acquired 02/22, Due 02/28)(7) (9)
1,352 1,313 1,312
Revolver (LIBOR + 5.0%, 6.0% Cash, Acquired 02/22, Due 02/28)(7) (9)
— (8) (8)
LLC Units (76.34 units, Acquired 03/22) 76 76
1,352 1,381 1,380


Portfolio Company (5)	Industry	Investment Type (1)(2)	Interest	Acq. Date	Maturity Date	Principal Amount		Cost		Fair Value		% of Net Assets *		Notes
Polara Enterprises, L.L.C.	Capital Equipment	First Lien Senior Secured Term Loan	LIBOR + 4.75%, 5.8% Cash	12/21	12/27	$	2,111	$	2,072	$	2,068	0.3	%	(6) (7) (9)
		Revolver	LIBOR + 4.75%, 5.8% Cash	12/21	12/27	35		31		30		—	%	(6) (7) (9)
		Partnership Units (3,704.3 units)	N/A	12/21	N/A			370		370		0.1	%	(6)*
						2,146		2,473		2,468

Policy Services Company, LLC	Property & Casualty Insurance	First Lien Senior Secured Term Loan	LIBOR + 6.00%, 8.8% Cash, 4.0% PIK	12/21	06/26	20,363		19,823		19,753		3.3	%	(6) (7) (9)
		Warrants Class A (10,710.0 units)	N/A	12/21	N/A			—		—		—	%	(6)*
		Warrants Class B (3,614.0 units)	N/A	12/21	N/A			—		—		—	%	(6)*
		Warrants Class C (372.0 units)	N/A	12/21	N/A			—		—		—	%	(6)*
		Warrants Class D (955.0 units)	N/A	12/21	N/A			—		—		—	%	(6)*
						20,363		19,823		19,753

Premium Franchise Brands, LLC	Research & Consulting Services	First Lien Senior Secured Term Loan	LIBOR + 6.25%, 8.5% Cash	12/20	12/26	14,876		14,626		14,633		2.4	%	(6) (7) (9)
						14,876		14,626		14,633

Premium Invest	Brokerage, Asset Managers & Exchanges	First Lien Senior Secured Term Loan	EURIBOR + 6.00%, 6.2% Cash	06/21	06/28	4,705		5,245		4,705		0.8	%	(3) (6) (7) (13)
						4,705		5,245		4,705

Preqin MC Limited	Banking, Finance, Insurance & Real Estate	First Lien Senior Secured Term Loan	SOFR + 5.25%, 5.5% Cash	08/21	07/28	3,147		3,063		3,081		0.5	%	(3) (6) (7) (16)
						3,147		3,063		3,081

ProfitOptics, LLC	Technology	First Lien Senior Secured Term Loan	LIBOR + 5.75%, 6.5% Cash	03/22	03/28	710		696		697		0.1	%	(6) (7) (9)
		Revolver	LIBOR + 5.75%, 6.5% Cash	03/22	03/28	—		(4)		(4)		—	%	(6) (7) (9)
		Second Lien Senior Subordinated Term Loan	8.0% Cash	03/22	03/29	32		32		32		—	%	(6)*
		LLC Units (96,774.2 units	N/A	03/22	N/A			65		66		—	%	(6)*
						742		789		791

Protego Bidco B.V.	Aerospace & Defense	First Lien Senior Secured Term Loan	EURIBOR + 6.00%, 6.0% Cash	03/21	03/28	340		374		331		0.1	%	(3) (6) (7) (12)
		Revolver	EURIBOR + 5.25%, 5.3% Cash	03/21	03/27	709		787		697		0.1	%	(3) (6) (7) (12)
						1,049		1,161		1,028

PSP Intermediate 4, LLC	Technology	First Lien Senior Secured Term Loan	EURIBOR + 5.25%, 5.3% Cash	05/22	05/29	854		822		811		0.1	%	(3) (6) (7) (12)
		First Lien Senior Secured Term Loan	LIBOR + 5.25%, 6.9% Cash	05/22	05/29	866		842		842		0.1	%	(3) (6) (7) (9)
						1,720		1,664		1,653

QPE7 SPV1 BidCo Pty Ltd	Consumer Cyclical	First Lien Senior Secured Term Loan	BBSY + 5.50%, 6.0% Cash	09/21	09/26	2,907		3,000		2,875		0.5	%	(3) (6) (7) (21)
						2,907		3,000		2,875

Questel Unite	Business Services	First Lien Senior Secured Term Loan	EURIBOR + 6.25%, 6.3% Cash	12/20	12/27	2,255		2,448		2,255		0.4	%	(3) (6) (7) (12)
		First Lien Senior Secured Term Loan	LIBOR + 6.25%, 7.3% Cash	12/20	12/27	367		363		367		0.1	%	(3) (6) (7) (9)
						2,622		2,811		2,622

Barings Capital Investment Corporation

Unaudited Consolidated Schedule of Investments — (Continued)

~~March 31,~~June 30, 2022

(Amounts in thousands, except share amounts)

Portfolio Company (5)
Industry
Type of Investment(1) (2)
Principal
Amount Cost Fair
Value
Zeppelin Bidco Limited (0.4%)*(3) (6) (7) (19)
Services: Business First Lien Senior Secured Term Loan (SONIA + 6.25%, 6.3% Cash, Acquired 03/22, Due 03/29) $ 2,827 $ 2,714 $ 2,701
Revolver (SONIA + 6.25%, 6.3% Cash, Acquired 03/22, Due 03/23) — (1) (1)
2,827 2,713 2,700
Subtotal Non–Control / Non–Affiliate Investments (145.6%) 886,257 888,894 888,788
Affiliate Investments: (4)
Banff Partners LP (2.5%)*(3)
Investment Funds & Vehicles 10% Partnership Interest, Acquired 03/21 14,646 15,009
14,646 15,009
Eclipse Business Capital, LLC (10.2%)*(6)
Banking, Finance, Insurance & Real Estate
Second Lien Senior Secured Term Loan (7.5% Cash, Acquired 07/21, Due 07/28) 2,246 2,225 2,246
Revolver (LIBOR + 7.25%, Acquired 07/21. Due 07/28)(8)
1,348 1,287 1,347
LLC Units (44,197,541 units, Acquired 07/21) 44,396 58,487
3,594 47,908 62,080
Thompson Rivers LLC (5.1%)*(3)
Investment Funds & Vehicles 6.6% Member Interest, Acquired 06/21 32,318 31,266
32,318 31,266
Waccamaw River LLC (3.3%)*(3)
Investment Funds & Vehicles 20% Member Interest, Acquired 04/21 20,456 20,022
20,456 20,022
Subtotal Affiliate Investments (21.2%) 3,594 115,328 128,377
Total Investments, March 31, 2022 (166.8%)* $ 889,851 $ 1,004,222 $ 1,017,165

Foreign Currency Forward Contracts:
Description Notional Amount to be Purchased Notional Amount to be Sold Counterparty Settlement Date Unrealized Appreciation (Depreciation)
Foreign currency forward contract (AUD) $13,916 A$19,200 BNP Paribas SA 04/08/22 $ (481)
Foreign currency forward contract (AUD) $14,369 A$19,659 HSBC Bank USA 04/08/22 (373)
Foreign currency forward contract (AUD) A$38,859 $29,102 BNP Paribas SA 04/08/22 38
Foreign currency forward contract (AUD) $29,465 A$39,283 BNP Paribas SA 07/07/22 (42)
Foreign currency forward contract (CAD) C$6,151 $4,911 BNP Paribas SA 04/08/22 17
Foreign currency forward contract (CAD) $370 C$476 BNP Paribas SA 04/08/22 (12)
Foreign currency forward contract (CAD) $4,439 C$5,675 HSBC Bank USA 04/08/22 (107)
Foreign currency forward contract (CAD) $4,606 C$5,765 BNP Paribas SA 07/07/22 (11)
Foreign currency forward contract (DKK) 3,481kr. $518 BNP Paribas SA 04/08/22 1
Foreign currency forward contract (DKK) $531 3,481kr. HSBC Bank USA 04/08/22 12
Foreign currency forward contract (DKK) $531 3,552kr. BNP Paribas SA 07/07/22 (1)
Foreign currency forward contract (EUR) €5,000 $5,540 HSBC Bank USA 04/01/22 23
Foreign currency forward contract (EUR) €38,157 $42,268 BNP Paribas SA 04/08/22 70
Foreign currency forward contract (EUR) $17,698 €15,800 BNP Paribas SA 04/08/22 167
Foreign currency forward contract (EUR) $25,362 €22,357 HSBC Bank USA 04/08/22 555
Foreign currency forward contract (EUR) $43,848 €39,433 BNP Paribas SA 07/07/22 (68)
Foreign currency forward contract (EUR) $5,562 €5,000 HSBC Bank USA 07/07/22 (7)
Foreign currency forward contract (NZD) $4,824 NZD$7,000 BNP Paribas SA 04/08/22 (37)
Foreign currency forward contract (NZD) NZD$7,000 $4,845 BNP Paribas SA 04/08/22 16
Foreign currency forward contract (NZD) $4,852 NZD$7,023 BNP Paribas SA 07/07/22 (17)
Foreign currency forward contract (GBP) £342 $447 BNP Paribas SA 04/08/22 3
Foreign currency forward contract (GBP) $5,939 £4,410 BNP Paribas SA 04/08/22 140
Foreign currency forward contract (GBP) £4,068 US$5,418 HSBC Bank USA 04/08/22 (69)
Foreign currency forward contract (GBP) $300 £230 BNP Paribas SA 07/07/22 (2)
Total Foreign Currency Forward Contracts, March 31, 2022 $ (185)


Portfolio Company (5)	Industry	Investment Type (1)(2)	Interest	Acq. Date	Maturity Date	Principal Amount		Cost		Fair Value		% of Net Assets *		Notes
Recovery Point Systems, Inc.	Technology	First Lien Senior Secured Term Loan	LIBOR + 6.50%, 7.5% Cash	08/20	07/26	$	5,033	$	4,959	$	5,033	0.8	%	(6) (7) (9)
		Partnership Equity (81,313 units	N/A	03/21	N/A			81		55		—	%	(6)*
						5,033		5,040		5,088

Renovation Parent Holdings, LLC	Home Furnishings	First Lien Senior Secured Term Loan	LIBOR + 5.50%, 7.5% Cash	11/21	11/27	9,660		9,441		9,469		1.6	%	(6) (7) (9)
		Partnership Equity (394,736.8 units	N/A	11/21	N/A			395		395		0.1	%	(6)*
						9,660		9,836		9,864

REP SEKO MERGER SUB LLC	Air Freight & Logistics	First Lien Senior Secured Term Loan	EURIBOR + 5.00%, 6.0% Cash	12/20	12/26	10,943		11,751		10,724		1.7	%	(6) (7) (13)
		First Lien Senior Secured Term Loan	LIBOR + 5.00%, 6.7% Cash	12/20	12/26	4,471		4,373		4,372		0.7	%	(6) (7) (8)
						15,414		16,124		15,096

Resonetics, LLC	Health Care Equipment	Second Lien Senior Secured Term Loan	LIBOR + 7.00%, 8.6% Cash	04/21	04/29	1,859		1,825		1,859		0.3	%	(6) (7) (9)
						1,859		1,825		1,859

Reward Gateway (UK) Ltd	Precious Metals & Minerals	First Lien Senior Secured Term Loan	SONIA + 6.75%, 7.4% Cash	08/21	06/28	9,186		10,209		8,995		1.5	%	(3) (6) (7) (18)
						9,186		10,209		8,995

Riedel Beheer B.V.	Food & Beverage	First Lien Senior Secured Term Loan	EURIBOR + 5.50%, 5.5% Cash	12/21	12/28	1,746		1,838		1,703		0.3	%	(3) (6) (7) (12)
						1,746		1,838		1,703

RPX Corporation	Research & Consulting Services	First Lien Senior Secured Term Loan	LIBOR + 6.00%, 7.7% Cash	10/20	10/25	15,315		15,041		15,057		2.5	%	(6) (7) (8)
						15,315		15,041		15,057

Safety Products Holdings, LLC	Non-durable Consumer Goods	First Lien Senior Secured Term Loan	LIBOR + 6.00%, 7.6% Cash	12/20	12/26	4,841		4,720		4,744		0.8	%	(6) (7) (8)
		Preferred Stock (84.8 shares)	N/A	12/20	N/A			85		106		—	%	(6)*
						4,841		4,805		4,850

Sanoptis S.A.R.L.	Healthcare & Pharmaceuticals	First Lien Senior Secured Term Loan	EURIBOR + 5.50%, 5.5% Cash	06/22	07/29	3,518		3,344		3,344		0.6	%	(3) (6) (7) (12)
		First Lien Senior Secured Term Loan	SARON + 5.50%, 5.5% Cash	06/22	07/29	1,215		1,181		1,181		0.2	%	(3) (6) (7) (25)
						4,733		4,525		4,525

Scaled Agile, Inc.	Research & Consulting Services	First Lien Senior Secured Term Loan	LIBOR + 5.50%, 7.8% Cash	12/21	12/28	1,744		1,705		1,726		0.3	%	(6) (7) (9)
		Revolver	LIBOR + 5.50%, 7.8% Cash	12/21	12/28	—		(6)		(3)		—	%	(6) (7) (9)
						1,744		1,699		1,723

Scout Bidco B.V.	Diversified Manufacturing	First Lien Senior Secured Term Loan	EURIBOR + 6.00%, 6.0% Cash	05/22	03/29	3,176		3,136		3,069		0.5	%	(3) (6) (7) (12)
		Revolver	EURIBOR + 6.00%, 6.0% Cash	05/22	03/29	—		(13)		(13)		—	%	(3) (6) (7) (12)
						3,176		3,123		3,056

Sereni Capital NV	Consumer Cyclical	First Lien Senior Secured Term Loan	EURIBOR + 5.75%, 5.8% Cash	05/22	05/29	561		547		535		0.1	%	(3) (6) (7) (13)
		Revolver	EURIBOR + 5.75%, 5.8% Cash	05/22	11/22	—		(1)		(1)		—	%	(3) (6) (7) (13)
						561		546		534

Serta Simmons Bedding LLC	Home Furnishings	Super Priority Second Out	LIBOR + 7.50%, 9.0% Cash	09/20	08/23	1,965		1,814		1,372		0.2	%	(7) (8)
						1,965		1,814		1,372

Barings Capital Investment Corporation

Unaudited Consolidated Schedule of Investments — (Continued)

~~March 31,~~June 30, 2022

(Amounts in thousands, except share amounts)


Portfolio Company (5)	Industry	Investment Type (1)(2)	Interest	Acq. Date	Maturity Date	Principal Amount		Cost		Fair Value		% of Net Assets *		Notes
SISU ACQUISITIONCO., INC.	Aerospace & Defense	First Lien Senior Secured Term Loan	LIBOR + 5.25%, 7.5% Cash	12/20	12/26	$	4,923	$	4,846	$	4,726	0.8	%	(6) (7) (9)
						4,923		4,846		4,726

Smartling, Inc.	Technology	First Lien Senior Secured Term Loan	LIBOR + 5.75%, 7.3% Cash	11/21	10/27	8,194		8,024		8,048		1.3	%	(6) (7) (9)
		Revolver	LIBOR + 5.75%, 7.3% Cash	11/21	10/27	—		(11)		(9)		—	%	(6) (7) (9)
						8,194		8,013		8,039

SN BUYER, LLC	Health Care Services	First Lien Senior Secured Term Loan	LIBOR + 5.75%, 7.8% Cash	12/20	12/26	4,567		4,495		4,567		0.8	%	(6) (7) (9)
						4,567		4,495		4,567

SPT Acquico Limited	High Tech Industries	First Lien Senior Secured Term Loan	LIBOR + 4.75%, 7.0% Cash	01/21	12/27	921		902		921		0.2	%	(3) (6) (7) (9)
						921		902		921

SSCP Pegasus Midco Limited	Healthcare & Pharmaceuticals	First Lien Senior Secured Term Loan	SONIA + 6.75%, 7.7% Cash	12/20	11/27	465		459		435		0.1	%	(3) (6) (7) (18)
						465		459		435

Starnmeer B.V.	Technology	First Lien Senior Secured Term Loan	LIBOR + 6.40%, 6.9% Cash	10/21	04/27	8,640		8,524		8,539		1.4	%	(3) (6) (7) (9)
						8,640		8,524		8,539

Superjet Buyer, LLC	Technology	First Lien Senior Secured Term Loan	LIBOR + 5.75%, 8.0% Cash	12/21	12/27	18,493		18,149		18,185		3.0	%	(6) (7) (9)
		Revolver	LIBOR + 5.75%, 8.0% Cash	12/21	12/27	—		(27)		(24)		—	%	(6) (7) (9)
						18,493		18,122		18,161

Syniverse Holdings, Inc.	Technology Distributors	First Lien Senior Secured Term Loan	SOFR + 7.00%, 8.3% Cash	05/22	05/27	20,003		19,050		17,578		2.9	%	(7) (15)
		Series A Preferred Equity (7,575,758 units)	N/A	05/22	N/A			7,424		7,424		1.2	%	(6)*
						20,003		26,474		25,002

Syntax Systems Ltd	Technology	First Lien Senior Secured Term Loan	LIBOR + 5.75%, 7.2% Cash	11/21	10/28	4,137		4,091		4,096		0.7	%	(3) (6) (7) (8)
		Revolver	LIBOR + 5.75%, 7.2% Cash	11/21	10/26	333		328		328		0.1	%	(3) (6) (7) (8)
						4,470		4,419		4,424

TA SL Cayman Aggregator Corp.	Technology	Subordinated Term Loan	7.8% PIK	07/21	07/28	966		950		953		0.2	%	(6)*
		Common Stock (736 shares)	N/A	07/21	N/A			23		35		—	%	(6)*
						966		973		988

Tank Holding Corp	Metal & Glass Containers	First Lien Senior Secured Term Loan	SOFR + 6.00%, 7.6% Cash	03/22	03/28	14,345		14,034		14,050		2.3	%	(6) (7) (14)
		Revolver	SOFR + 6.00%, 7.6% Cash	03/22	03/28	273		259		259		—	%	(6) (7) (14)
						14,618		14,293		14,309

Techone B.V.	Technology	First Lien Senior Secured Term Loan	EURIBOR + 5.50%, 5.5% Cash	11/21	11/28	2,846		2,979		2,768		0.5	%	(3) (6) (7) (12)
		Revolver	EURIBOR + 5.50%, 5.5% Cash	11/21	05/28	83		82		79		—	%	(3) (6) (7) (12)
						2,929		3,061		2,847

Tencarva Machinery Company, LLC	Capital Equipment	First Lien Senior Secured Term Loan	LIBOR + 5.50%, 7.5% Cash	12/21	12/27	3,639		3,571		3,577		0.6	%	(6) (7) (9)
		Revolver	LIBOR + 5.50%, 7.5% Cash	12/21	12/27	—		(12)		(11)		—	%	(6) (7) (9)
						3,639		3,559		3,566

Barings Capital Investment Corporation

Unaudited Consolidated Schedule of Investments — (Continued)

June 30, 2022

(Amounts in thousands, except share amounts)


Portfolio Company (5)	Industry	Investment Type (1)(2)	Interest	Acq. Date	Maturity Date	Principal Amount		Cost		Fair Value		% of Net Assets *		Notes
Terrybear, Inc.	Consumer Products	Subordinated Term Loan	10.0% Cash, 4.0% PIK	04/22	04/28	$	256	$	251	$	251	—	%	(6)*
		Partnership Equity (24,358.97 units)	N/A	04/22	N/A			239		244		—	%	(6)*
						256		490		495

The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)	Brokerage, Asset Managers & Exchanges	First Lien Senior Secured Term Loan	LIBOR + 4.25%, 5.9% Cash	10/21	12/27	811		749		768		0.1	%	(6) (7) (8)
		Revolver	LIBOR + 4.25%, 5.9% Cash	10/21	12/27	—		(13)		(10)		—	%	(6) (7) (8)
		Subordinated Term Loan	9.00% Cash	10/21	12/27	3,210		3,150		3,160		0.5	%	(6)*
						4,021		3,886		3,918

The Octave Music Group, Inc.	Media: Diversified & Production	Second Lien Senior Secured Term Loan	SOFR + 7.75%, 8.2% Cash	04/22	03/30	7,569		7,421		7,418		1.2	%	(6) (7) (15)
		Partnership Equity (409,153.1 units)	N/A	04/22	N/A			409		409		0.1	%	(6)*
						7,569		7,830		7,827

Trident Maritime Systems, Inc.	Aerospace & Defense	First Lien Senior Secured Term Loan	LIBOR + 4.75%, 7.0% Cash	02/21	02/27	16,830		16,606		16,535		2.7	%	(6) (7) (9)
						16,830		16,606		16,535

TSM II Luxco 10 SARL	Chemical & Plastics	Subordinated Term Loan	EURIBOR + 8.75%, 8.8% Cash	03/22	03/27	5,227		5,338		5,018		0.8	%	(3) (6) (7) (13)
						5,227		5,338		5,018

Turbo Buyer, Inc.	Finance Companies	First Lien Senior Secured Term Loan	LIBOR + 6.00%, 8.2% Cash	11/21	12/25	7,632		7,474		7,503		1.2	%	(6) (7) (9)
						7,632		7,474		7,503

Turnberry Solutions, Inc.	Consumer Cyclical	First Lien Senior Secured Term Loan	SOFR + 6.00%, 7.1% Cash	07/21	09/26	7,977		7,844		7,770		1.3	%	(6) (7) (15)
						7,977		7,844		7,770

UKFast Leaders Limited	Technology	First Lien Senior Secured Term Loan	SONIA + 7.25%, 8.4% Cash	09/20	09/27	1,012		1,047		993		0.2	%	(3) (6) (7) (18)
						1,012		1,047		993

Union Bidco Limited	Healthcare	First Lien Senior Secured Term Loan	SONIA + 5.50%, 6.7% Cash	06/22	06/29	818		797		798		0.1	%	(3) (6) (7) (18)
						818		797		798

United Therapy Holding III GmbH	Healthcare	First Lien Senior Secured Term Loan	EURIBOR + 5.50%, 5.7% Cash	04/22	03/29	764		729		700		0.1	%	(3) (6) (7) (13)
						764		729		700

Utac Ceram	Business Services	First Lien Senior Secured Term Loan	EURIBOR + 5.25%, 5.3% Cash	09/20	09/27	732		823		721		0.1	%	(3) (6) (7) (12)
		First Lien Senior Secured Term Loan	LIBOR + 5.25%, 7.5% Cash	02/21	09/27	364		364		359		0.1	%	(3) (6) (7) (9)
						1,096		1,187		1,080

Victoria Bidco Limited	Industrial Machinery	First Lien Senior Secured Term Loan	SONIA + 6.50%, 6.7% Cash	03/22	01/29	7,109		7,659		6,900		1.1	%	(3) (6) (7) (19)
						7,109		7,659		6,900

VistaJet Pass Through Trust 2021-1B	Airlines	Structured Secured Note - Class B	6.3% Cash	11/21	02/29	10,000		10,000		9,673		1.6	%	(6)*
						10,000		10,000		9,673

Vital Buyer, LLC	Technology	First Lien Senior Secured Term Loan	LIBOR + 5.50%, 7.6% Cash	06/21	06/28	12,613		12,393		12,601		2.1	%	(6) (7) (9)
		Partnership Units (16,442.9 units)	N/A	06/21	N/A			164		289		—	%	(6)*
						12,613		12,557		12,890

Barings Capital Investment Corporation

Unaudited Consolidated Schedule of Investments — (Continued)

June 30, 2022

(Amounts in thousands, except share amounts)


Portfolio Company (5)	Industry	Investment Type (1)(2)	Interest	Acq. Date	Maturity Date	Principal Amount		Cost		Fair Value		% of Net Assets *		Notes
W2O Holdings, Inc.	Healthcare Technology	First Lien Senior Secured Term Loan	LIBOR + 4.75%, 7.6% Cash	10/20	06/25	$	1,354	$	1,354	$	1,354	0.2	%	(6) (7) (10)
		First Lien Senior Secured Term Loan	LIBOR + 4.75%, 7.1% Cash	10/20	06/25	—		(15)		—		—	%	(6) (7) (9)
						1,354		1,339		1,354

Willis Engine Structured Trust VI	Structured Finance	Structured Secured Note - Series 2021-1 Class C	7.4% Cash	05/21	05/46	2,333		2,333		1,907		0.3	%
						2,333		2,333		1,907

Woodland Foods, LLC	Food & Beverage	First Lien Senior Secured Term Loan	LIBOR + 5.50%, 7.1% Cash	12/21	12/27	5,353		5,254		5,266		0.9	%	(6) (7) (9)
		Revolver	LIBOR + 5.50%, 7.1% Cash	12/21	12/27	363		344		346		0.1	%	(6) (7) (9)
		Common Stock (777.3 shares)	N/A	12/21	N/A			777		777		0.1	%	(6)*
						5,716		6,375		6,389

Xeinadin Bidco Limited	Financial Other	First Lien Senior Secured Term Loan	SONIA + 5.25%, 6.2% Cash	05/22	05/29	5,416		5,325		5,202		0.9	%	(3) (6) (7) (18)
		Subordinated Term Loan	11.0% PIK	05/22	05/29	1,852		1,828		1,792		0.3	%	(3) (6) (7)
		Common Stock (177,141 shares)	N/A	05/22	N/A			220		215		—	%	(3) (6)
						7,268		7,373		7,209

ZB Holdco LLC	Food & Beverage	First Lien Senior Secured Term Loan	LIBOR + 5.00%, 7.6% Cash	02/22	02/28	1,349		1,313		1,314		0.2	%	(6) (7) (9)
		Revolver	LIBOR + 5.00%, 7.6% Cash	02/22	02/28	—		(8)		(7)		—	%	(6) (7) (9)
		LLC Units (76.3 units)	N/A	02/22	N/A			76		94		—	%	(6)*
						1,349		1,381		1,401

Zeppelin Bidco Limited	Services: Business	First Lien Senior Secured Term Loan	SONIA + 6.25%, 6.9% Cash	03/22	03/29	2,938		3,063		2,835		0.5	%	(3) (6) (7) (17)
		Revolver	SONIA + 6.25%, 6.9% Cash	03/22	05/22	—		(1)		(7)		—	%	(3) (6) (7) (17)
						2,938		3,062		2,828

Subtotal Non–Control / Non–Affiliate Investments (165.4%)						993,227		1,023,345		999,797


Affiliate Investments: (4)
Banff Partners LP	Investment Funds & Vehicles	10% Partnership Interest	N/A	03/21	N/A			14,646		15,195		2.5	%	(3)*
								14,646		15,195

Eclipse Business Capital, LLC	Banking, Finance, Insurance & Real Estate	Revolver	LIBOR + 7.25%	07/21	07/28	3,504		3,446		3,503		0.6	%	(6) (8)
		Second Lien Senior Secured Term Loan	7.5% Cash	07/21	07/28	2,246		2,226		2,246		0.4	%	(6)*
		LLC Units (44,197,541 units)	N/A	07/21	N/A			44,396		57,266		9.5	%	(6)*
						5,750		50,068		63,015

Thompson Rivers LLC	Investment Funds & Vehicles	6.6% Member Interest	N/A	06/20	N/A			28,687		25,368		4.2	%	(3)*
								28,687		25,368

Waccamaw River LLC	Investment Funds & Vehicles	20% Member Interest	N/A	02/21	N/A			22,556		21,726		3.6	%	(3)*
								22,556		21,726

Subtotal Affiliate Investments (20.7%)						5,750		115,957		125,304











Total Investments, June 30, 2022 (186.1%)*						$	998,977	$	1,139,302	$	1,125,101

Barings Capital Investment Corporation

Unaudited Consolidated Schedule of Investments — (Continued)

June 30, 2022

(Amounts in thousands, except share amounts)

Foreign Currency Forward Contracts:

Description

Notional Amount to be Purchased

Notional Amount to be Sold

Counterparty

Settlement Date

Unrealized Appreciation (Depreciation)

Foreign currency forward contract (AUD)

$29,465

A$39,283

BNP Paribas SA

07/07/22

2,340

Foreign currency forward contract (AUD)

A$39,283

$27,149

HSBC Bank USA

07/07/22

(24)

Foreign currency forward contract (AUD)

$27,704

A$40,052

HSBC Bank USA

10/06/22

Foreign currency forward contract (CAD)

$4,606

C$5,765

BNP Paribas SA

07/07/22

127

Foreign currency forward contract (CAD)

C$5,765

$4,483

HSBC Bank USA

07/07/22

(5)

Foreign currency forward contract (CAD)

$4,496

C$5,780

HSBC Bank USA

10/06/22

Foreign currency forward contract (DKK)

3,552kr.

$503

HSBC Bank USA

07/07/22

(3)

Foreign currency forward contract (DKK)

$531

3,552kr.

BNP Paribas SA

07/07/22

Foreign currency forward contract (DKK)

$511

3,585kr.

HSBC Bank USA

10/06/22

Foreign currency forward contract (EUR)

€68,233

$71,845

HSBC Bank USA

07/07/22

(406)

Foreign currency forward contract (EUR)

$43,848

€39,433

BNP Paribas SA

07/07/22

2,562

Foreign currency forward contract (EUR)

$30,869

€28,800

HSBC Bank USA

07/07/22

716

Foreign currency forward contract (EUR)

$2,119

€2,000

BNP Paribas SA

10/06/22

Foreign currency forward contract (EUR)

$66,208

€62,479

HSBC Bank USA

10/06/22

361

Foreign currency forward contract (GBP)

£9,030

$11,013

HSBC Bank USA

07/07/22

(29)

Foreign currency forward contract (GBP)

$11,181

£8,800

HSBC Bank USA

07/07/22

477

Foreign currency forward contract (GBP)

$300

£230

BNP Paribas SA

07/07/22

Foreign currency forward contract (GBP)

$11,234

£9,195

HSBC Bank USA

10/06/22

Foreign currency forward contract (NZD)

$4,852

NZ$7,023

BNP Paribas SA

07/07/22

466

Foreign currency forward contract (NZD)

NZ$7,023

$4,392

HSBC Bank USA

07/07/22

(7)

Foreign currency forward contract (NZD)

$4,384

NZ$7,019

HSBC Bank USA

10/06/22

Foreign currency forward contract (CHF)

1,200Fr.

$1,255

HSBC Bank USA

07/07/22

Foreign currency forward contract (CHF)

$1,253

1,200Fr.

HSBC Bank USA

07/07/22

(4)

Foreign currency forward contract (CHF)

$1,263

1,200Fr.

HSBC Bank USA

10/06/22

(2)

Total Foreign Currency Forward Contracts, June 30, 2022

6,706

* Fair value as a percentage of net assets.

(1)All debt investments are income producing, unless otherwise noted. Eclipse Business Capital, LLC, Ferrellgas L.P., Kano Laboratories LLC, Thompson Rivers LLC and Waccamaw River LLC equity investments are income producing. All other equity and any equity-linked investments are non-income producing. The Board of Directors (the “Board”) of Barings Capital Investment Corporation (the “Company”) determined in good faith that all investments were valued at fair value in accordance with the Company’s valuation policies and procedures and the Investment Company Act of 1940, as amended (the “1940 Act”), based on, among other things, the input of the Company’s external investment adviser, Barings LLC (“Barings” or the “Adviser”), the Company’s Audit Committee and an independent valuation firm that has been engaged to assist in the valuation of the Company’s middle-market equity and debt investments. In addition, all debt investments are variable rate investments unless otherwise noted. Index-based floating interest rates are generally subject to a contractual minimum interest rate. A majority of the variable rate loans in the Company’s investment portfolio bear interest at a rate that may be determined by reference to LIBOR, EURIBOR, GBP LIBOR, BBSY, CDOR, SONIA, BKBM, SARON, SOFR or an alternate Base Rate (commonly based on the Federal Funds Rate or the Prime Rate), which typically reset semi-annually, quarterly, or monthly at the borrower’s option. The borrower may also elect to have multiple interest reset periods for each loan.

(2)All of the Company’s portfolio company investments, which as of ~~March 31,~~June 30, 2022 represented ~~166.8%~~186.1% of the Company’s net assets, are subject to legal restrictions on sales. The acquisition date represents the date of the Company's initial investment in the relevant portfolio company.

(3)Investment is not a qualifying investment as defined under Section 55(a) of the 1940 Act. Non-qualifying assets represent ~~26.2%~~26.5% of total investments at fair value as of ~~March 31,~~June 30, 2022. Qualifying assets must represent at least 70% of total assets at the time of acquisition of any additional non-qualifying assets. If at any time qualifying assets do not represent at least 70% of the Company's total assets, the Company will be precluded from acquiring any additional non-qualifying asset until such time as it complies with the requirements of Section 55(a).

(4)As defined in the 1940 Act, the Company is deemed to be an “affiliated person” of the portfolio company as the Company owns between 5% or more, up to 25% (inclusive), of the portfolio company's voting securities (“non-controlled affiliate”). Transactions related to investments in non-controlled "Affiliate Investments" for the year ended ~~March 31,~~June 30, 2022 were as follows:

December 31, 2021
Value Gross Additions
(b) Gross Reductions (c) Amount of Realized Gain (Loss) Amount of Unrealized Gain (Loss)
March 31, 2022
Value
Amount of Interest or Dividends Credited to Income(d)
Portfolio Company Type of Investment(a)
Banff Partners LP 10% Partnership Interest $ 12,859 $ 2,000 $ — $ — $ 150 $ 15,009 $ —
12,859 2,000 — — 150 15,009 —
Eclipse Business Capital, LLC (e)
Second Lien Senior Secured Term Loan (7.5% Cash) 2,341 2 — — (97) 2,246 41
Revolver (LIBOR + 7.25%) 898 451 — — (2) 1,347 17
LLC Units (44,197,541 units) 45,789 — — — 12,698 58,487 2,016
49,028 453 — — 12,599 62,080 2,074
Thompson Rivers LLC 6.6% Member Interest 34,893 31 — — (3,658) 31,266 1,351
34,893 31 — — (3,658) 31,266 1,351
Waccamaw River LLC 20% Member Interest 13,501 6,700 (39) 39 (179) 20,022 300
13,501 6,700 (39) 39 (179) 20,022 300
Total Affiliate Investments $ 110,281 $ 9,184 $ (39) $ 39 $ 8,912 $ 128,377 $ 3,725

Barings Capital Investment Corporation

Unaudited Consolidated Schedule of Investments — (Continued)

June 30, 2022

(Amounts in thousands, except share amounts)


		December 31, 2021 Value		Gross Additions (b)		Gross Reductions (c)		Amount of Realized Gain (Loss)		Amount of Unrealized Gain (Loss)		June 30, 2022 Value		Amount of Interest or Dividends Credited to Income(d)
Portfolio Company	Type of Investment(a)
Banff Partners LP	10% Partnership Interest	$	12,859	$	2,000	$	—	$	—	$	336	$	15,195	$	—
		12,859		2,000		—		—		336		15,195		—

Eclipse Business Capital, LLC (e)	Revolver (LIBOR + 7.25%)	898		2,610		—		—		(5)		3,503		76
	Second Lien Senior Secured Term Loan (7.5% Cash)	2,341		2		—		—		(97)		2,246		83
	LLC Units (44,197,541 units)	45,789		—		—		—		11,477		57,266		3,402
		49,028		2,612		—		—		11,375		63,015		3,561

Thompson Rivers LLC	6.6% Member Interest	34,893		31		(3,631)		—		(5,925)		25,368		2,302
		34,893		31		(3,631)		—		(5,925)		25,368		2,302

Waccamaw River LLC	20% Member Interest	13,501		8,800		(39)		39		(575)		21,726		774
		13,501		8,800		(39)		39		(575)		21,726		774

Total Affiliate Investments		$	110,281	$	13,443	$	(3,670)	$	39	$	5,211	$	125,304	$	6,637

(a) Eclipse Business Capital, LLC, Thompson Rivers LLC and Waccamaw River LLC equity investments are income producing. All other equity and any equity-linked investments are non-income producing.

(b) Gross additions include increases in the cost basis of investments resulting from new investments and follow-on investments.

(c) Gross reductions include decreases in the total cost basis of investments resulting from principal repayments, sales or ~~sales.~~return of capital.

(d) Represents the total amount of interest, fees or dividends credited to income for the portion of the year an investment was included in the Affiliate category.

(e) The fair value of the investment was determined using significant unobservable inputs.

(5)Some or all of the investment is or will be encumbered as security for the Company's senior secured revolving credit facility with ING Capital LLC (as amended, the "ING Credit Facility").

(6)The fair value of the investment was determined using significant unobservable inputs.

(7)Debt investment includes interest rate floor feature.

(8)The interest rate on these loans is subject to 1 Month LIBOR, which as of ~~March 31,~~June 30, 2022 was ~~0.45200%~~1.78671%.

(9)The interest rate on these loans is subject to 3 Month LIBOR, which as of ~~March 31,~~June 30, 2022 was ~~0.96157%~~2.28514%.

(10)The interest rate on these loans is subject to 6 Month LIBOR, which as of ~~March 31,~~June 30, 2022 was ~~1.46986%.~~

~~Barings Capital Investment Corporation~~

~~Unaudited Consolidated Schedule of Investments — (Continued)~~

~~March 31, 2022~~

~~(Amounts in thousands, except share amounts)~~

~~(11)The interest rate on these loans is subject to 3 Month GBP LIBOR, which as of~~ ~~March 31, 2022~~ ~~was 1.03540%%~~2.93514%.

~~(12)The interest rate on these loans is subject to 6 Month GBP LIBOR, which as of~~ ~~March 31, 2022~~ ~~was 1.47070%.~~

~~(13)~~(11)The interest rate on these loans is subject to 1 Month EURIBOR, which as of ~~March 31,~~June 30, 2022 was ~~-0.53200%~~-0.50800%.

~~(14)~~(12)The interest rate on these loans is subject to 3 Month EURIBOR, which as of ~~March 31,~~June 30, 2022 was ~~-0.45800%~~-0.19500%.

~~(15)~~(13)The interest rate on these loans is subject to 6 Month EURIBOR, which as of ~~March 31,~~June 30, 2022 was ~~-0.36700%~~0.26300%.

~~(16)~~(14)The interest rate on these loans is subject to 1 Month SOFR, which as of ~~March 31,~~June 30, 2022 was ~~0.30240%~~1.68597%.

~~(17)~~(15)The interest rate on these loans is subject to 3 Month SOFR, which as of ~~March 31,~~June 30, 2022 was ~~0.67512%~~2.11654%.

~~(18)~~(16)The interest rate on these loans is subject to 6 Month SOFR, which as of ~~March 31,~~June 30, 2022 was ~~1.07915%~~2.63063%.

~~(19)~~(17)The interest rate on these loans is subject to 1 Month SONIA, which as of June 30, 2022 was 1.19310%.

(18)The interest rate on these loans is subject to 3 Month SONIA, which as of ~~March 31,~~June 30, 2022 was ~~0.91610%~~1.54990%.

~~(20)~~(19)The interest rate on these loans is subject to 6 Month SONIA, which as of ~~March 31,~~June 30, 2022 was ~~1.19410%~~1.97950%.

~~(21)~~(20)The interest rate on these loans is subject to 1 Month BBSY, which as of ~~March 31,~~June 30, 2022 was ~~0.01270%~~1.14000%.

~~(22)~~(21)The interest rate on these loans is subject to 3 Month BBSY, which as of ~~March 31,~~June 30, 2022 was ~~0.23150%~~1.81320%.

(22)The interest rate on these loans is subject to 6 Month BBSY, which as of June 30, 2022 was 2.67220%.

(23)The interest rate on these loans is subject to 3 Month CDOR, which as of ~~March 31,~~June 30, 2022 was ~~1.26000%~~2.75500%.

(24)The interest rate on these loans is subject to 3 Month BKBM, which as of ~~March 31,~~June 30, 2022 was ~~1.49000%~~2.68000%.

(25)The interest rate on these loans is subject to 3 Month SARON, which as of June 30, 2022 was -.62710%.

See accompanying notes.

Barings Capital Investment Corporation

~~Unaudited~~ Consolidated Schedule of Investments

December 31, 2021

(Amounts in thousands, except share amounts)

Portfolio Company (5)
Industry
Type of Investment(1) (2)
Principal
Amount Cost Fair
Value
Non–Control / Non–Affiliate Investments:
Acclime Holdings HK Limited (0.8%)*(3) (6) (7) (9)
Business Services First Lien Senior Secured Term Loan (LIBOR + 6.5%, 7.0% Cash, Acquired 08/21, Due 07/27) $ 4,023 $ 3,888 $ 3,895
4,023 3,888 3,895
ADB Safegate (1.1%)*(3) (7) (9)
Aerospace & Defense Second Lien Senior Secured Term Loan (LIBOR + 7.75%, 8.8% Cash, Acquired 08/21, Due 07/25) 5,500 5,091 5,106
5,500 5,091 5,106
Advantage Software Company (The), LLC (0.0%)*(6)
Advertising, Printing & Publishing Class A1 Partnership Units (3,012.94 Units, Acquired 12/21) 97 97
Class A2 Partnership Units (777.09 Units, Acquired 12/21) 25 25
Class B1 Partnership Units (3,012.94 Units, Acquired 12/21) 3 3
Class B2 Partnership Units 777.09 Units, Acquired 12/21) 1 1
126 126
Air Canada 2020-2 Class B Pass Through Trust (0.5%)*
Airlines Structured Secured Note - Class B (9.0% Cash, Acquired 09/20, Due 10/25) 2,057 2,057 2,274
2,057 2,057 2,274
Air Comm Corporation, LLC (3.4%)* (6) (7) (9)
Aerospace & Defense First Lien Senior Secured Term Loan (LIBOR + 5.5%, 6.3% Cash, Acquired 06/21, Due 07/27) 16,717 16,372 16,358
16,717 16,372 16,358
AIT Worldwide Logistics Holdings, Inc. (1.1%)*(6)
Transportation Services
Second Lien Senior Secured Term Loan (LIBOR + 7.75%, 8.5% Cash, Acquired 04/21, Due 04/29)(7) (9)
4,849 4,747 4,849
Partnership Units (161.64 Units, Acquired 04/21) 162 319
4,849 4,909 5,168
Alpine US Bidco LLC (3.7%)*(6) (7) (9)
Agricultural Products Second Lien Senior Secured Term Loan (LIBOR + 9.0%, 9.8% Cash, Acquired 05/21, Due 05/29) 18,157 17,642 17,975
18,157 17,642 17,975
Amtech LLC (0.3%)*(6) (7)
Technology
First Lien Senior Secured Term Loan (LIBOR + 5.5%, 6.3% Cash, Acquired 11/21, Due 11/27)(8)
1,364 1,319 1,318
Revolver (LIBOR + 5.5%, 6.3% Cash, Acquired 11/21, Due 11/27)(9)
— (4) (5)
1,364 1,315 1,313
Anagram Holdings, LLC (1.3%)*(3)
Chemicals, Plastics, & Rubber First Lien Senior Secured Note (10.0% Cash, 5.0% PIK, Acquired 08/20, Due 08/25) 5,758 5,384 6,420
5,758 5,384 6,420
AnalytiChem Holding Gmbh (0.7%)* (3) (6) (7)
Chemicals
First Lien Senior Secured Term Loan (BBSY + 6.25%, 6.3% Cash, Acquired 11/21, Due 11/28)(18)
937 919 914
First Lien Senior Secured Term Loan (EURIBOR + 6.25%, 6.3% Cash, Acquired 11/21, Due 11/28)(13)
2,010 1,922 1,896
First Lien Senior Secured Term Loan (LIBOR + 6.25%, 6.3% Cash, Acquired 11/21, Due 11/28)(9)
614 614 599
3,561 3,455 3,409
Aptus 1829. GmbH (0.6%)*(3) (6)
Chemicals, Plastics, & Rubber
First Lien Senior Secured Term Loan (EURIBOR + 6.5%, 6.5% Cash, Acquired 09/21, Due 09/27)(7) (13)
3,054 3,094 2,986
Preferred Stock (9 Units, Acquired 09/21) 79 77
Common Stock (32 Units, Acquired 09/21) 8 8
3,054 3,181 3,071
Apus Bidco Limited (0.6%)*(3) (6) (7) (16)
Banking, Finance, Insurance & Real Estate First Lien Senior Secured Term Loan (SONIA + 5.5%, 5.5% Cash, Acquired 02/21, Due 03/28) 2,790 2,770 2,733
2,790 2,770 2,733
AQA Acquisition Holding, Inc. (f/k/a SmartBear) (4.3%)*(6) (7) (9)
High Tech Industries Second Lien Senior Secured Term Loan (LIBOR + 7.5%, 8.0% Cash, Acquired 03/21, Due 03/29) 21,000 20,504 21,000
21,000 20,504 21,000


Portfolio Company (5)	Industry	Investment Type (1)(2)	Interest	Acq. Date	Maturity Date	Principal Amount		Cost		Fair Value		% of Net Assets *		Notes
Non–Control / Non–Affiliate Investments:

Acclime Holdings HK Limited	Business Services	First Lien Senior Secured Term Loan	LIBOR + 6.5%, 7.0% Cash	08/21	07/21	$	4,023	$	3,888	$	3,895	0.8	%	(3) (6) (7) (9)
						4,023		3,888		3,895

ADB Safegate	Aerospace & Defense	Second Lien Senior Secured Term Loan	LIBOR + 7.75%, 8.8% Cash	08/21	07/25	5,500		5,091		5,106		1.1	%	(3) (7) (9)
						5,500		5,091		5,106

Advantage Software Company (The), LLC	Advertising, Printing & Publishing	Class A1 Partnership Units (3,012.94 Units)	N/A	12/21	N/A			97		97		—	%	(6)*
		Class Partnership A2 Units (777.09 Units)	N/A	12/21	N/A			25		25		—	%	(6)*
		Class B1 Partnership Units (3,012.94 Units)	N/A	12/21	N/A			3		3		—	%	(6)*
		Class B2 Partnership Units (777.09 Units)	N/A	12/21	N/A			1		1		—	%	(6)*
								126		126

Air Canada 2020-2 Class B Pass Through Trust	Airlines	Structured Secured Note - Class B	9.0% Cash	09/20	10/25	2,057		2,057		2,274		0.5	%
						2,057		2,057		2,274

Air Comm Corporation, LLC	Aerospace & Defense	First Lien Senior Secured Term Loan	LIBOR + 5.5%, 6.3% Cash	06/21	07/27	16,717		16,372		16,358		3.4	%	(6) (7) (9)
						16,717		16,372		16,358

AIT Worldwide Logistics Holdings, Inc.	Transportation Services	Second Lien Senior Secured Term Loan	LIBOR + 7.75%, 8.5% Cash	04/21	04/29	4,849		4,747		4,849		1.1	%	(6) (7) (9)
		Partnership Units (161.64 Units)	N/A	04/21	N/A			162		319		—	%	(6)*
						4,849		4,909		5,168

Alpine US Bidco LLC	Agricultural Products	Second Lien Senior Secured Term Loan	LIBOR + 9.0%, 9.8% Cash	05/21	05/29	18,157		17,642		17,975		3.7	%	(6) (7) (9)
						18,157		17,642		17,975

Amtech LLC	Technology	First Lien Senior Secured Term Loan	LIBOR + 5.5%, 6.3% Cash	11/21	11/27	1,364		1,319		1,318		0.3	%	(6) (7) (8)
		Revolver	LIBOR + 5.5%, 6.3% Cash	11/21	11/27	—		(4)		(5)		—	%	(6) (7) (9)
						1,364		1,315		1,313

Anagram Holdings, LLC	Chemicals, Plastics, & Rubber	First Lien Senior Secured Note	10.0% Cash, 5.0% PIK	08/20	08/25	5,758		5,384		6,420		1.3	%	(3)*
						5,758		5,384		6,420

AnalytiChem Holding Gmbh	Chemicals	First Lien Senior Secured Term Loan	BBSY + 6.25%, 6.3% Cash	11/21	11/28	937		919		914		0.2	%	(3) (6) (7) (18)
		First Lien Senior Secured Term Loan	EURIBOR + 6.25%, 6.3% Cash	11/21	11/28	2,010		1,922		1,896		0.4	%	(3) (6) (7) (13)
		First Lien Senior Secured Term Loan	LIBOR + 6.25%, 6.3% Cash	11/21	11/28	614		614		599		0.1	%	(3) (6) (7) (9)
						3,561		3,455		3,409

Aptus 1829. GmbH	Chemicals, Plastics, & Rubber	First Lien Senior Secured Term Loan	EURIBOR + 6.5%, 6.5% Cash	09/21	09/27	3,054		3,094		2,986		0.6	%	(3) (6) (7) (13)
		Preferred Stock (9 Units)	N/A	09/21	N/A			79		77		—	%	(3) (6)
		Common Stock (32 Units)	N/A	09/21	N/A			8		8		—	%	(3) (6)
						3,054		3,181		3,071

Apus Bidco Limited	Banking, Finance, Insurance & Real Estate	First Lien Senior Secured Term Loan	SONIA + 5.5%, 5.5% Cash	02/21	03/28	2,790		2,770		2,733		0.6	%	(3) (6) (7) (16)
						2,790		2,770		2,733

2326

Barings Capital Investment Corporation

~~Unaudited~~ Consolidated Schedule of Investments — (Continued)

December 31, 2021

(Amounts in thousands, except share amounts)

Portfolio Company (5)
Industry
Type of Investment(1) (2)
Principal
Amount Cost Fair
Value
Aquavista Watersides 2 LTD (0.4%)*(3) (6) (7) (16)
Transportation Services First Lien Senior Secured Term Loan (SONIA + 6.0%, 6.1% Cash, Acquired 12/21, Due 12/28) $ 1,808 $ 1,704 $ 1,725
Second Lien Senior Secured Term Loan (SONIA + 10.5% PIK, Acquired 12/21, Due 12/28) 452 433 438
Revolver (SONIA + 6.0%, 6.1% Cash, Acquired 12/21, Due 12/28) — (1) (2)
2,260 2,136 2,161
Archimede (2.3%)*(3) (6) (7) (13)
Consumer Services First Lien Senior Secured Term Loan (EURIBOR + 6.0%, 6.0% Cash, Acquired 10/20, Due 10/27) 11,486 11,938 11,267
11,486 11,938 11,267
Argus Bidco Limited (0.1%)*(3) (6) (7)
High Tech Industries
First Lien Senior Secured Term Loan (SONIA + 5.5%, 5.8% Cash, Acquired 12/20, Due 12/27)(15)
518 495 518
First Lien Senior Secured Term Loan (LIBOR + 5.5%, 5.8% Cash, Acquired 05/21, Due 12/27)(9)
119 116 119
637 611 637
Ascensus, Inc (1.5%)*(7) (9)
Brokerage, Asset Managers & Exchanges Second Lien Senior Secured Term Loan (LIBOR + 6.5%, 7.0% Cash, Acquired 05/21, Due 08/29) 7,511 7,439 7,511
7,511 7,439 7,511
Astra Bidco Limited (0.3%)*(3) (6) (7) (15)
Healthcare First Lien Senior Secured Term Loan (SONIA + 5.75%, 5.8% Cash, Acquired 11/21, Due 11/28) 1,731 1,639 1,656
1,731 1,639 1,656
Avance Clinical Bidco Pty Ltd (0.4%)*(3) (6) (7) (18)
Healthcare First Lien Senior Secured Term Loan (BBSY + 5.5%, 6.0% Cash, Acquired 11/21, Due 11/27) 1,932 1,807 1,842
1,932 1,807 1,842
AVSC Holding Corp. (1.0%)* Advertising
First Lien Senior Secured Term Loan (LIBOR + 4.5%, 5.5% Cash, 1.0% PIK, Acquired 08/20, Due 10/26)(7) (9)
249 231 231
First Lien Senior Secured Term Loan (5.0% Cash, 10.0% PIK, Acquired 11/20, Due 10/26) 3,791 3,711 4,403
4,040 3,942 4,634
Azalea Buyer, Inc. (0.8%)*(6)
Technology
First Lien Senior Secured Term Loan (LIBOR + 5.25%, 6.3% Cash, Acquired 11/21, Due 11/27)(9)
3,070 2,997 2,996
Subordinated Term Loan (12.0% PIK, Acquired 11/21, Due 05/28) 840 823 823
Common Stock (108,205.13 Shares, Acquired 11/21) 128 128
Revolver (LIBOR + 5.25%, 6.3% Cash, Acquired 11/21, Due 11/27)(9)
— (6) (6)
3,910 3,942 3,941
Bariacum S.A. (0.4%)*(3) (6) (7) (13)
Consumer Products First Lien Senior Secured Term Loan (EURIBOR + 5.5%, 5.5% Cash, Acquired 11/21, Due 11/28) 1,933 1,859 1,861
1,933 1,859 1,861
Beyond Risk Management, Inc.
(0.5%)*(6) (7) (9)
Other Financial First Lien Senior Secured Term Loan (LIBOR + 4.5%, 5.3% Cash, Acquired 10/21, Due 09/27) 2,427 2,336 2,327
2,427 2,336 2,327
Bidwax (0.5%)*(3) (6) (7) (13)
Non-durable Consumer Goods First Lien Senior Secured Term Loan (EURIBOR + 6.5%, 6.5% Cash, Acquired 02/21, Due 02/28) 2,388 2,418 2,322
2,388 2,418 2,322
BigHand UK Bidco Limited (0.0%)*(3) (6) (7) (12)
High Tech Industries First Lien Senior Secured Term Loan (GBP LIBOR + 5.25%, 5.4% Cash, Acquired 01/21, Due 01/28) 220 212 212
220 212 212
Blue Ribbon, LLC (2.6%)*(6) (7) (9)
Brewers First Lien Senior Secured Term Loan (LIBOR + 6.0%, 6.8% Cash, Acquired 05/21, Due 05/28) 12,799 12,502 12,767
12,799 12,502 12,767
Bounteous, Inc. (1.2%)*(6) (7) (9)
Technology First Lien Senior Secured Term Loan (LIBOR + 5.0%, 6.0% Cash, Acquired 08/21, Due 08/27) 6,091 5,919 5,917
6,091 5,919 5,917


Portfolio Company (5)	Industry	Investment Type (1)(2)	Interest	Acq. Date	Maturity Date	Principal Amount		Cost		Fair Value		% of Net Assets *		Notes
AQA Acquisition Holding, Inc. (f/k/a SmartBear)	High Tech Industries	Second Lien Senior Secured Term Loan	LIBOR + 7.5%, 8.0% Cash	03/21	03/29	$	21,000	$	20,504	$	21,000	4.3	%	(6) (7) (9)
						21,000		20,504		21,000

Aquavista Watersides 2 LTD	Transportation Services	First Lien Senior Secured Term Loan	SONIA + 6.0%, 6.1% Cash	12/21	12/28	1,808		1,704		1,725		0.4	%	(3) (6) (7) (16)
		Second Lien Senior Secured Term Loan	SONIA + 10.5% PIK	12/21	12/28	452		433		438		0.1	%	(3) (6) (7) (16)
		Revolver	SONIA + 6.0%, 6.1% Cash	12/21	12/28	—		(1)		(2)		—	%	(3) (6) (7) (16)
						2,260		2,136		2,161

Archimede	Consumer Services	First Lien Senior Secured Term Loan	EURIBOR + 6.0%, 6.0% Cash	10/20	10/27	11,486		11,938		11,267		2.3	%	(3) (6) (7) (13)
						11,486		11,938		11,267

Argus Bidco Limited	High Tech Industries	First Lien Senior Secured Term Loan	SONIA + 5.5%, 5.8% Cash	12/20	12/27	518		495		518		0.1	%	(3) (6) (7) (15)
		First Lien Senior Secured Term Loan	LIBOR + 5.5%, 5.8% Cash	05/21	12/27	119		116		119		—	%	(3) (6) (7) (9)
						637		611		637

Ascensus, Inc	Brokerage, Asset Managers & Exchanges	Second Lien Senior Secured Term Loan	LIBOR + 6.5%, 7.0% Cash	05/21	08/29	7,511		7,439		7,511		1.5	%	(7) (9)
						7,511		7,439		7,511

Astra Bidco Limited	Healthcare	First Lien Senior Secured Term Loan	SONIA + 5.75%, 5.8% Cash	11/21	11/28	1,731		1,639		1,656		0.3	%	(3) (6) (7) (15)
						1,731		1,639		1,656

Avance Clinical Bidco Pty Ltd	Healthcare	First Lien Senior Secured Term Loan	BBSY + 5.5%, 6.0% Cash	11/21	11/27	1,932		1,807		1,842		0.4	%	(3) (6) (7) (18)
						1,932		1,807		1,842

AVSC Holding Corp.	Advertising	First Lien Senior Secured Term Loan	LIBOR + 4.5%, 5.5% Cash, 1.0% PIK	8/20	10/26	249		231		231		—	%	(7) (9)
		First Lien Senior Secured Term Loan	5.0% Cash, 10.0% PIK	11/20	10/26	3,791		3,711		4,403		0.9	%
						4,040		3,942		4,634

Azalea Buyer, Inc.	Technology	First Lien Senior Secured Term Loan	LIBOR + 5.25%, 6.3% Cash	11/21	11/27	3,070		2,997		2,996		0.6	%	(6) (9)
		Subordinated Term Loan	12.0% PIK	11/21	05/28	840		823		823		0.2	%	(6)*
		Common Stock (108,205.13 Shares)	N/A	11/21	N/A			128		128		—	%	(6)*
		Revolver	LIBOR + 5.25%, 6.3% Cash	11/21	11/27	—		(6)		(6)		—	%	(6) (9)
						3,910		3,942		3,941

Bariacum S.A.	Consumer Products	First Lien Senior Secured Term Loan	EURIBOR + 5.5%, 5.5% Cash	11/21	11/28	1,933		1,859		1,861		0.4	%	(3) (6) (7) (13)
						1,933		1,859		1,861

Beyond Risk Management, Inc.	Other Financial	First Lien Senior Secured Term Loan	LIBOR + 4.5%, 5.3% Cash	10/21	09/27	2,427		2,336		2,327		0.5	%	(6) (7) (9)
						2,427		2,336		2,327

Bidwax	Non-durable Consumer Goods	First Lien Senior Secured Term Loan	EURIBOR + 6.5%, 6.5% Cash	2/21	02/28	2,388		2,418		2,322		0.5	%	(3) (6) (7) (13)
						2,388		2,418		2,322

BigHand UK Bidco Limited	High Tech Industries	First Lien Senior Secured Term Loan	GBP LIBOR + 5.25%, 5.4% Cash	01/21	01/28	220		212		212		—	%	(3) (6) (7) (12)
						220		212		212

Blue Ribbon, LLC	Brewers	First Lien Senior Secured Term Loan	LIBOR + 6.0%, 6.8% Cash	05/21	05/28	12,799		12,502		12,767		2.6	%	(6) (7) (9)
						12,799		12,502		12,767

2427

Barings Capital Investment Corporation

~~Unaudited~~ Consolidated Schedule of Investments — (Continued)

December 31, 2021

(Amounts in thousands, except share amounts)

Portfolio Company (5)
Industry
Type of Investment(1) (2)
Principal
Amount Cost Fair
Value
Brightline Trains Florida LLC (0.4%)*(6)
Transportation Senior Secured Note (8.0% Cash, Acquired 08/21, Due 01/28) $ 2,000 $ 2,000 $ 2,002
2,000 2,000 2,002
Brightpay Limited (0.3%)*(3) (6) (7) (13)
Technology First Lien Senior Secured Term Loan (EURIBOR + 5.25%, 5.3% Cash, Acquired 10/21, Due 10/28) 1,728 1,708 1,677
1,728 1,708 1,677
BrightSign LLC (1.5%)*(6)
Media & Entertainment
First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.8% Cash, Acquired 11/21, Due 10/27)(7) (9)
6,896 6,829 6,827
LLC units (596,181.48 Units, Acquired 10/21) 596 611
Revolver (LIBOR + 5.75%, 6.8% Cash, Acquired 11/21, Due 10/27)(7) (9)
— (7) (7)
6,896 7,418 7,431
British Airways 2020-1 Class B Pass Through Trust (0.2%)* Airlines Structured Secured Note - Class B (8.4% Cash, Acquired 11/20, Due 11/28) 810 810 916
810 810 916
British Engineering Services Holdco Limited (0.5%)*(3) (6) (7) (16)
Commercial Services & Supplies First Lien Senior Secured Term Loan (SONIA + 6.75%, 7.0% Cash, Acquired 12/20, Due 12/27) 2,441 2,367 2,421
Revolver (SONIA + 6.75%, 7.0% Cash, Acquired 12/20, Due 06/22) — — (1)
2,441 2,367 2,420
CAi Software, LLC (1.4%)*(6) (7) (9)
Technology First Lien Senior Secured Term Loan (LIBOR + 6.25%, 7.3% Cash, Acquired 12/21, Due 12/28) 6,793 6,658 6,657
Revolver (LIBOR + 6.25%, 7.3% Cash, Acquired 12/21, Due 12/28) — (14) (14)
6,793 6,644 6,643
Canadian Orthodontic Partners Corp.(0.3%)*(3) (6) (7) (19)
Healthcare First Lien Senior Secured Term Loan (CDOR + 6.5%, 7.5% Cash, Acquired 06/21, Due 03/26) 1,575 1,624 1,561
1,575 1,624 1,561
Carlson Travel, Inc. (1.0%)* Business Equipment & Services First Lien Senior Secured Note (8.5% Cash, Acquired 11/21, Due 11/26) 2,898 2,657 2,951
Common Stock (62,770 Shares, Acquired 11/21) 1,104 2,056
2,898 3,761 5,007
Ceres Pharma NV (0.4%)*(3) (6) (7) (14)
Pharmaceuticals First Lien Senior Secured Term Loan (EURIBOR + 5.5%, 5.5% Cash, Acquired 10/21, Due 10/28) 2,112 2,060 2,019
2,112 2,060 2,019
Cineworld Group PLC
(0.5%)*(3)
Leisure Products Super Senior Secured Term Loan (7.0% Cash, 8.3% PIK, Acquired 11/20, Due 05/24) 1,198 1,067 1,426
Super Senior Secured Term Loan (LIBOR + 8.25%, 9.3% Cash, Acquired 07/21, Due 05/24)(7) (10)
666 644 707
Warrants (371,024 Units, Acquired 12/20) 68 163
1,864 1,779 2,296
Coastal Marina Holdings, LLC (1.8%)*(6)
Other Financial Subordinated Term Loan (10.0% PIK, Acquired 11/21, Due 11/31) 8,804 7,983 7,983
LLC Units (273,796 Units, Acquired 11/21) 821 821
8,804 8,804 8,804
Cobham Slip Rings SAS (0.4%)*(3) (6) (7) (9)
Diversified Manufacturing First Lien Senior Secured Term Loan (LIBOR + 6.25%, 6.4% Cash, Acquired 11/21, Due 11/28) 1,995 1,946 1,945
1,995 1,946 1,945
Coyo Uprising GmbH (2.1%)*(3) (6)
Technology
First Lien Senior Secured Term Loan (EURIBOR + 6.5%, 6.5% Cash, Acquired 09/21, Due 09/28)(7) (13)
9,686 9,705 9,418
Class A Units (531 Units, Acquired 09/21) 248 708
Class B Units (231 Units, Acquired 09/21) 538 305
9,686 10,491 10,431
Crash Champions (2.4%)*(6) (7) (9)
Automotive First Lien Senior Secured Term Loan (LIBOR + 5.0%, 6.0% Cash, Acquired 05/21, Due 08/25) 12,276 11,925 11,826
12,276 11,925 11,826


Portfolio Company (5)	Industry	Investment Type (1)(2)	Interest	Acq. Date	Maturity Date	Principal Amount		Cost		Fair Value		% of Net Assets *		Notes
Bounteous, Inc.	Technology	First Lien Senior Secured Term Loan	LIBOR + 5.0%, 6.0% Cash	08/21	08/27	$	6,091	$	5,919	$	5,917	1.2	%	(6) (7) (9)
						6,091		5,919		5,917

Brightline Trains Florida LLC	Transportation	Senior Secured Note	8.0% Cash	08/21	01/28	2,000		2,000		2,002		0.4	%	(6)*
						2,000		2,000		2,002

Brightpay Limited	Technology	First Lien Senior Secured Term Loan	EURIBOR + 5.25%, 5.3% Cash	10/21	10/28	1,728		1,708		1,677		0.3	%	(3) (6) (7) (13)
						1,728		1,708		1,677

BrightSign LLC	Media & Entertainment	First Lien Senior Secured Term Loan	LIBOR + 5.75%, 6.8% Cash	11/21	10/27	6,896		6,829		6,827		1.4	%	(6) (7) (9)
		LLC units (596,181.48 Units)	N/A	10/21	N/A			596		611		0.1	%	(6)*
		Revolver	LIBOR + 5.75%, 6.8% Cash	11/21	10/27	—		(7)		(7)		—	%	(6) (7) (9)
						6,896		7,418		7,431

British Airways 2020-1 Class B Pass Through Trust	Airlines	Structured Secured Note - Class B	8.4% Cash	11/20	11/28	810		810		916		0.2	%
						810		810		916

British Engineering Services Holdco Limited	Commercial Services & Supplies	First Lien Senior Secured Term Loan	SONIA + 6.75%, 7.0% Cash	12/20	12/27	2,441		2,367		2,421		0.5	%	(3) (6) (7) (16)
		Revolver	SONIA + 6.75%, 7.0% Cash	12/20	06/22	—		—		(1)		—	%	(3) (6) (7) (16)
						2,441		2,367		2,420

CAi Software, LLC	Technology	First Lien Senior Secured Term Loan	LIBOR + 6.25%, 7.3% Cash	12/21	12/28	6,793		6,658		6,657		1.4	%	(6) (7) (9)
		Revolver	LIBOR + 6.25%, 7.3% Cash	12/21	12/28	—		(14)		(14)		—	%	(6) (7) (9)
						6,793		6,644		6,643

Canadian Orthodontic Partners Corp.	Healthcare	First Lien Senior Secured Term Loan	CDOR + 6.5%, 7.5% Cash	06/21	03/26	1,575		1,624		1,561		0.3	%	(3) (6) (7) (19)
						1,575		1,624		1,561

Carlson Travel, Inc.	Business Equipment & Services	First Lien Senior Secured Note	8.5% Cash	11/21	11/26	2,898		2,657		2,951		0.6	%
		Common Stock (62,770 Shares)	N/A	11/21	N/A			1,104		2,056		0.4	%
						2,898		3,761		5,007

Ceres Pharma NV	Pharmaceuticals	First Lien Senior Secured Term Loan	EURIBOR + 5.5%, 5.5% Cash	10/21	10/28	2,112		2,060		2,019		0.4	%	(3) (6) (7) (14)
						2,112		2,060		2,019

Cineworld Group PLC	Leisure Products	Super Senior Secured Term Loan	7.0% Cash, 8.3% PIK	11/20	05/24	1,198		1,067		1,426		0.3	%	(3)*
		Super Senior Secured Term Loan	LIBOR + 8.25%, 9.3% Cash	07/21	05/24	666		644		707		0.1	%	(3) (7) (10)
		Warrants (371,024 Units)	N/A	12/20	N/A			68		163		—	%	(3)*
						1,864		1,779		2,296

Coastal Marina Holdings, LLC	Other Financial	Subordinated Term Loan	10.0% PIK	11/21	11/31	8,804		7,983		7,983		1.6	%	(6)*
		LLC Units (273,796 Units)	N/A	11/21	N/A			821		821		0.2	%	(6)*
						8,804		8,804		8,804

Cobham Slip Rings SAS	Diversified Manufacturing	First Lien Senior Secured Term Loan	LIBOR + 6.25%, 6.4% Cash	11/21	11/28	1,995		1,946		1,945		0.4	%	(3) (6) (7) (9)
						1,995		1,946		1,945

2528

Barings Capital Investment Corporation

~~Unaudited~~ Consolidated Schedule of Investments — (Continued)

December 31, 2021

(Amounts in thousands, except share amounts)

Portfolio Company (5)
Industry
Type of Investment(1) (2)
Principal
Amount Cost Fair
Value
CSL DualCom (0.2%)*(3) (6) (7) (12)
Tele-communications First Lien Senior Secured Term Loan (GBP LIBOR + 5.5%, 5.5% Cash, Acquired 09/20, Due 09/27) $ 1,214 $ 1,081 $ 1,171
1,214 1,081 1,171
Cvent, Inc. (0.1%)*(7) (8)
Internet Software & Services First Lien Senior Secured Term Loan (LIBOR + 3.75%, 3.8% Cash, Acquired 07/20, Due 11/24) 679 602 677
679 602 677
CVL 3 (2.0%)*(3) (6) (7)
Capital Equipment
First Lien Senior Secured Term Loan (EURIBOR + 5.5%, 5.5% Cash, Acquired 12/21, Due 12/28)(13)
5,912 5,724 5,766
First Lien Senior Secured Term Loan (SOFR + 5.5%, 5.5% Cash, Acquired 12/21, Due 12/28)(20)
3,382 3,298 3,298
6-Month Bridge Term Loan (EURIBOR + 5.5%, 5.5% Cash, Acquired 12/21, Due 06/22)(13)
796 772 788
10,090 9,794 9,852
CW Group Holdings, LLC (1.7%)*(6)
High Tech Industries
First Lien Senior Secured Term Loan (LIBOR + 6.0%, 7.0% Cash, Acquired 01/21, Due 01/27)(7) (9)
8,042 7,885 7,917
LLC Units (403,441.04 Units, Acquired 01/21) 403 280
8,042 8,288 8,197
DecksDirect, LLC (0.2%)*(6)
Building Materials
First Lien Senior Secured Term Loan (LIBOR + 6.0%, 7.0% Cash, Acquired 12/21, Due 12/26)(7) (8)
727 713 713
Revolver (LIBOR + 6.0%, 7.0% Cash, Acquired 12/21, Due 12/26)(7) (9)
— (4) (4)
LLC Units (1,280.8 Units, Acquired 12/21) 55 55
727 764 764
Discovery Education, Inc. (0.8%)*(6) (7) (9)
Publishing First Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.8% Cash, Acquired 10/20, Due 10/26) 3,951 3,894 3,951
3,951 3,894 3,951
Dragon Bidco (0.6%)*(3) (6) (7) (14)
Technology First Lien Senior Secured Term Loan (EURIBOR + 6.75%, 6.8% Cash, Acquired 04/21, Due 04/28) 3,070 3,173 3,011
3,070 3,173 3,011
Dune Group (0.7%)*(3) (6) (7)
Health Care Equipment
First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.0% Cash, Acquired 09/21, Due 09/28)(9)
3,177 3,123 3,104
First Lien Senior Secured Term Loan (EURIBOR + 5.75%, 5.8% Cash, Acquired 09/21, Due 09/28)(13)
207 173 178
3,384 3,296 3,282
Dwyer Instruments, Inc. (1.1%)*(6) (7) (9)
Electric First Lien Senior Secured Term Loan (LIBOR + 5.5%, 6.3% Cash, Acquired 07/21, Due 07/27) 5,220 5,099 5,163
5,220 5,099 5,163
Echo Global Logistics, Inc. (2.2%)*(6)
Air Transportation
Second Lien Senior Secured Term Loan (LIBOR + 7.25%, 8.0% Cash, Acquired 11/21, Due 11/29)(7) (9)
10,605 10,421 10,419
Partnership Units (289.22 units, Acquired 11/21) 289 289
10,605 10,710 10,708
Ellkay, LLC (0.8%)*(6) (7) (9)
Healthcare & Pharmaceuticals First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.8% Cash, Acquired 09/21, Due 09/27) 3,762 3,689 3,694
3,762 3,689 3,694
EMI Porta Holdco LLC (1.7%)*(6) (7) (9)
Diversified Manufacturing First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.5% Cash, Acquired 12/21, Due 12/27) 8,390 8,118 8,115
Revolver (LIBOR + 5.75%, 6.5% Cash, Acquired 12/21, Due 12/27) — (25) (25)
8,390 8,093 8,090
Entact Environmental Services, Inc. (0.8%)*(6) (7) (9)
Environmental Industries First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.8% Cash, Acquired 02/21, Due 12/25) 4,044 4,010 3,991
4,044 4,010 3,991
EPS NASS Parent, Inc. (0.9%)*(6) (7) (9)
Electrical Components & Equipment First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.8% Cash, Acquired 04/21, Due 04/28) 4,244 4,154 4,173
4,244 4,154 4,173


Portfolio Company (5)	Industry	Investment Type (1)(2)	Interest	Acq. Date	Maturity Date	Principal Amount		Cost		Fair Value		% of Net Assets *		Notes
Coyo Uprising GmbH	Technology	First Lien Senior Secured Term Loan	EURIBOR + 6.5%, 6.5% Cash	09/21	09/28	$	9,686	$	9,705	$	9,418	1.9	%	(3) (6) (7) (13)
		Class A Units (531 Units)	N/A	09/21	N/A			248		708		0.1	%	(3) (6)
		Class B Units (231 Units)	N/A	09/21	N/A			538		305		0.1	%	(3) (6)
						9,686		10,491		10,431

Crash Champions	Automotive	First Lien Senior Secured Term Loan	LIBOR + 5.0%, 6.0% Cash	05/21	08/25	12,276		11,925		11,826		2.4	%	(6) (7) (9)
						12,276		11,925		11,826

CSL DualCom	Tele-communications	First Lien Senior Secured Term Loan	GBP LIBOR + 5.5%, 5.5% Cash	09/20	09/27	1,214		1,081		1,171		0.2	%	(3) (6) (7) (12)
						1,214		1,081		1,171

Cvent, Inc.	Internet Software & Services	First Lien Senior Secured Term Loan	LIBOR + 3.75%, 3.8% Cash	07/20	11/24	679		602		677		0.1	%	(7) (8)
						679		602		677

CVL 3	Capital Equipment	First Lien Senior Secured Term Loan	EURIBOR + 5.5%, 5.5% Cash	12/21	12/28	5,912		5,724		5,766		1.2	%	(3) (6) (7) (13)
		First Lien Senior Secured Term Loan	SOFR + 5.5%, 5.5% Cash	12/21	12/28	3,382		3,298		3,298		0.7	%	(3) (6) (7) (20)
		6-Month Bridge Term Loan	EURIBOR + 5.5%, 5.5% Cash	12/21	06/22	796		772		788		0.2	%	(3) (6) (7) (13)
						10,090		9,794		9,852

CW Group Holdings, LLC	High Tech Industries	First Lien Senior Secured Term Loan	LIBOR + 6.0%, 7.0% Cash	01/21	01/27	8,042		7,885		7,917		1.6	%	(6) (7) (9)
		LLC Units (403,441.04 Units)	N/A	01/21	N/A			403		280		0.1	%	(6)*
						8,042		8,288		8,197

DecksDirect, LLC	Building Materials	First Lien Senior Secured Term Loan	LIBOR + 6.0%, 7.0% Cash	12/21	12/26	727		713		713		0.1	%	(6) (7) (8)
		Revolver	LIBOR + 6.0%, 7.0% Cash	12/21	12/26	—		(4)		(4)		—	%	(6) (7) (9)
		LLC Units (1,280.8 Units)	N/A	12/21	N/A			55		55		—	%	(6)*
						727		764		764

Discovery Education, Inc.	Publishing	First Lien Senior Secured Term Loan	LIBOR + 4.75%, 5.8% Cash	10/20	10/26	3,951		3,894		3,951		0.8	%	(6) (7) (9)
						3,951		3,894		3,951

Dragon Bidco	Technology	First Lien Senior Secured Term Loan	EURIBOR + 6.75%, 6.8% Cash	04/21	04/28	3,070		3,173		3,011		0.6	%	(3) (6) (7) (14)
						3,070		3,173		3,011

Dune Group	Health Care Equipment	First Lien Senior Secured Term Loan	LIBOR + 5.75%, 6.0% Cash	09/21	09/28	3,177		3,123		3,104		0.6	%	(3) (6) (7) (9)
		First Lien Senior Secured Term Loan	EURIBOR + 5.75%, 5.8% Cash	09/21	09/28	207		173		178		—	%	(3) (6) (7) (13)
						3,384		3,296		3,282

Dwyer Instruments, Inc.	Electric	First Lien Senior Secured Term Loan	LIBOR + 5.5%, 6.3% Cash	07/21	07/27	5,220		5,099		5,163		1.1	%	(6) (7) (9)
						5,220		5,099		5,163

Echo Global Logistics, Inc.	Air Transportation	Second Lien Senior Secured Term Loan	LIBOR + 7.25%, 8.0% Cash	11/21	11/29	10,605		10,421		10,419		2.1	%	(6) (7) (9)
		Partnership Units (289.22 units)	N/A	11/21	N/A			289		289		0.1	%	(6)*
						10,605		10,710		10,708

Ellkay, LLC	Healthcare & Pharmaceuticals	First Lien Senior Secured Term Loan	LIBOR + 5.75%, 6.8% Cash	09/21	09/27	3,762		3,689		3,694		0.8	%	(6) (7) (9)
						3,762		3,689		3,694

2629

Barings Capital Investment Corporation

~~Unaudited~~ Consolidated Schedule of Investments — (Continued)

December 31, 2021

(Amounts in thousands, except share amounts)

Portfolio Company (5)
Industry
Type of Investment(1) (2)
Principal
Amount Cost Fair
Value
eShipping, LLC (1.7%)*(6) (7)
Transportation Services
First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.8% Cash, Acquired 11/21, Due 11/27)(8)
$ 8,276 $ 8,076 $ 8,072
Revolver (LIBOR + 5.75%, 6.8% Cash, Acquired 11/21, Due 11/27)(9)
192 170 170
8,468 8,246 8,242
Ferrellgas L.P. (0.6%)*(3) (6)
Oil & Gas Equipment & Services OpCo Preferred Units (2,886 Units, Acquired 3/21) 2,799 3,146
2,799 3,146
Fineline Technologies, Inc. (0.4%)*(6) (7) (9)
Consumer Services First Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.8% Cash, Acquired 02/21, Due 02/28) 1,745 1,714 1,745
1,745 1,714 1,745
FitzMark Buyer, LLC (0.5%)*(6) (7) (9)
Cargo & Transportation First Lien Senior Secured Term Loan (LIBOR + 4.5%, 5.5% Cash, Acquired 12/20, Due 12/26) 2,485 2,443 2,435
2,485 2,443 2,435
Flexential Issuer, LLC (2.0%)* Information Technology Structured Secured Note - Class C (6.9% Cash, Acquired 11/21, Due 11/51) 10,000 9,261 9,755
10,000 9,261 9,755
FragilePak LLC (1.7%)*(6)
Transportation Services
First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.8% Cash, Acquired 05/21, Due 05/27)(7) (8)
7,539 7,247 7,289
Partnership Units (889.3 Units, Acquired 05/21) 889 878
7,539 8,136 8,167
Front Line Power Construction LLC (0.1%)* Construction Machinery
First Lien Senior Secured Term Loan (LIBOR + 12.5%, 13.5% Cash, Acquired 11/21, 11/28)(6) (7) (9)
700 678 679
Common Stock (8,898 shares, Acquired 11/21) 23 19
700 701 698
FSS Buyer LLC (3.1%)*(6)
Technology
First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.5% Cash, Acquired 08/21, Due 08/28)(7) (9)
14,851 14,561 14,587
LP Interest (1,973.6 Units, Acquired 08/21) 20 51
LP Units (8,677.3 Units, Acquired 08/21) 87 224
14,851 14,668 14,862
Hawaiian Airlines 2020-1 Class B Pass Through Certificates (0.8%) Airlines Structured Secured Note - Class B (11.3% Cash, Acquired 08/20, Due 09/25) 3,157 3,157 3,737
3,157 3,157 3,737
Heartland Veterinary Partners, LLC (0.7%)*(6)
Healthcare Subordinated Term Loan (11.0% PIK, Acquired 11/21, Due 11/28) 3,339 3,252 3,250
3,339 3,252 3,250
Hoffmaster Group Inc. (0.5%)*(7) (9)
Packaging First Lien Senior Secured Term Loan (LIBOR + 4.0%, 5.0% Cash, Acquired 07/20, Due 11/23) 2,514 2,260 2,333
2,514 2,260 2,333
Home Care Assistance, LLC (0.9%)*(6) (7) (9)
Healthcare & Pharmaceuticals First Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.8% Cash, Acquired 03/21, Due 03/27) 4,546 4,466 4,455
4,546 4,466 4,455
Houghton Mifflin Harcourt Publishers Inc. (0.0%)*(7) (8)
Paper Products First Lien Senior Secured Term Loan (LIBOR + 6.25%, 7.3% Cash, Acquired 07/20, Due 11/24) 148 141 148
148 141 148
IGL Holdings III Corp. (0.7%)*(6) (7) (9)
Commercial Printing First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.8% Cash, Acquired 11/20, Due 11/26) 3,625 3,557 3,585
3,625 3,557 3,585
IM Square (0.7%)*(3) (6) (7) (14)
Banking, Finance, Insurance & Real Estate First Lien Senior Secured Term Loan (EURIBOR + 5.25%, 5.3% Cash, Acquired 05/21, Due 04/28) 3,639 3,724 3,581
3,639 3,724 3,581
Infoblox, Inc. (0.6%)*(7) (9)
Technology Second Lien Senior Secured Term Loan (LIBOR + 7.25%, 8.0% Cash, Acquired 09/20, Due 12/28) 2,843 2,830 2,854
2,843 2,830 2,854


Portfolio Company (5)	Industry	Investment Type (1)(2)	Interest	Acq. Date	Maturity Date	Principal Amount		Cost		Fair Value		% of Net Assets *		Notes
EMI Porta Holdco LLC	Diversified Manufacturing	First Lien Senior Secured Term Loan	LIBOR + 5.75%, 6.5% Cash	12/21	12/27	$	8,390	$	8,118	$	8,115	1.7	%	(6) (7) (9)
		Revolver	LIBOR + 5.75%, 6.5% Cash	12/21	12/27	—		(25)		(25)		—	%	(6) (7) (9)
						8,390		8,093		8,090

Entact Environmental Services, Inc.	Environmental Industries	First Lien Senior Secured Term Loan	LIBOR + 5.75%, 6.8% Cash	02/21	12/25	4,044		4,010		3,991		0.8	%	(6) (7) (9)
						4,044		4,010		3,991

EPS NASS Parent, Inc.	Electrical Components & Equipment	First Lien Senior Secured Term Loan	LIBOR + 5.75%, 6.8% Cash	04/21	04/28	4,244		4,154		4,173		0.9	%	(6) (7) (9)
						4,244		4,154		4,173

eShipping, LLC	Transportation Services	First Lien Senior Secured Term Loan	LIBOR + 5.75%, 6.8% Cash	11/21	11/27	8,276		8,076		8,072		1.7	%	(6) (7) (8)
		Revolver	LIBOR + 5.75%, 6.8% Cash	11/21	11/27	192		170		170		—	%	(6) (7) (9)
						8,468		8,246		8,242

Ferrellgas L.P.	Oil & Gas Equipment & Services	OpCo Preferred Units (2,886 Units)	N/A	03/21	N/A			2,799		3,146		0.6	%	(3) (6)
								2,799		3,146

Fineline Technologies, Inc.	Consumer Services	First Lien Senior Secured Term Loan	LIBOR + 4.75%, 5.8% Cash	02/21	02/28	1,745		1,714		1,745		0.4	%	(6) (7) (9)
						1,745		1,714		1,745

FitzMark Buyer, LLC	Cargo & Transportation	First Lien Senior Secured Term Loan	LIBOR + 4.5%, 5.5% Cash	12/20	12/26	2,485		2,443		2,435		0.5	%	(6) (7) (9)
						2,485		2,443		2,435

Flexential Issuer, LLC	Information Technology	Structured Secured Note - Class C	6.9% Cash	11/21	11/51	10,000		9,261		9,755		2.0	%
						10,000		9,261		9,755

FragilePak LLC	Transportation Services	First Lien Senior Secured Term Loan	LIBOR + 5.75%, 6.8% Cash	05/21	05/27	7,539		7,247		7,289		1.5	%	(6) (7) (8)
		Partnership Units (889.3 Units)	N/A	05/21	N/A			889		878		0.2	%	(6)*
						7,539		8,136		8,167

Front Line Power Construction LLC	Construction Machinery	First Lien Senior Secured Term Loan	LIBOR + 12.5%, 13.5% Cash	11/21	11/28	700		678		679		0.1	%	(6) (7) (9)
		Common Stock (8,898 shares)	N/A	11/21	N/A			23		19		—	%
						700		701		698

FSS Buyer LLC	Technology	First Lien Senior Secured Term Loan	LIBOR + 5.75%, 6.5% Cash	08/21	08/28	14,851		14,561		14,587		3.0	%	(6) (7) (9)
		LP Interest (1,973.6 Units)	N/A	08/21	N/A			20		51		—	%	(6)*
		LP Units (8,677.3 Units)	N/A	08/21	N/A			87		224		—	%	(6)*
						14,851		14,668		14,862

Hawaiian Airlines 2020-1 Class B Pass Through Certificates	Airlines	Structured Secured Note - Class B	11.3% Cash	08/20	09/25	3,157		3,157		3,737		0.8	%
						3,157		3,157		3,737

Heartland Veterinary Partners, LLC	Healthcare	Subordinated Term Loan	11.0% PIK	11/21	11/28	3,339		3,252		3,250		0.7	%	(6)*
						3,339		3,252		3,250

Hoffmaster Group Inc.	Packaging	First Lien Senior Secured Term Loan	LIBOR + 4.0%, 5.0% Cash	07/20	11/23	2,514		2,260		2,333		0.5	%	(7) (9)
						2,514		2,260		2,333

Home Care Assistance, LLC	Healthcare & Pharmaceuticals	First Lien Senior Secured Term Loan	LIBOR + 4.75%, 5.8% Cash	03/21	03/27	4,546		4,466		4,455		0.9	%	(6) (7) (9)
						4,546		4,466		4,455

2730

Barings Capital Investment Corporation

~~Unaudited~~ Consolidated Schedule of Investments — (Continued)

December 31, 2021

(Amounts in thousands, except share amounts)

Portfolio Company (5)
Industry
Type of Investment(1) (2)
Principal
Amount Cost Fair
Value
Infoniqa Holdings GmbH (0.6%)*(3) (6) (7) (13)
Technology First Lien Senior Secured Term Loan (EURIBOR + 5.25%, 5.3% Cash, Acquired 11/21, Due 11/28) $ 2,766 $ 2,677 $ 2,689
2,766 2,677 2,689
Innovad Group II BV (0.8%)*(3) (6) (7) (13)
Beverage, Food & Tobacco First Lien Senior Secured Term Loan (EURIBOR + 5.75%, 5.8% Cash, Acquired 04/21, Due 04/28) 4,134 4,177 3,883
4,134 4,177 3,883
INOS 19-090 GmbH (0.2%)*(3) (6) (7) (13)
Aerospace & Defense First Lien Senior Secured Term Loan (EURIBOR + 6.13%, 6.1% Cash, Acquired 12/20, Due 12/27) 873 905 872
873 905 872
ITI Intermodal, Inc. (0.1%)*(6) (7)
Transportation Services
First Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.8% Cash, Acquired 12/21, Due 12/27)(8)
721 705 705
Revolver (LIBOR + 4.75%, 5.8% Cash, Acquired 12/21, Due 12/27)(9)
— (2) (2)
721 703 703
Jaguar Merger Sub Inc. (d/b/a National Auto Care) (0.5%)*(6) (7) (9)
Other Financial First Lien Senior Secured Term Loan (LIBOR + 5.25%, 6.3% Cash, Acquired 12/21, Due 9/24) 2,543 2,487 2,486
Revolver (LIBOR + 5.25%, 6.3% Cash, Acquired 12/21, Due 9/24) — (6) (6)
2,543 2,481 2,480
JetBlue 2019-1 Class B Pass Through Trust (0.4%)* Airlines Structured Secured Note - Class B (8.0% Cash, Acquired 08/20, Due 11/27) 1,666 1,666 1,922
1,666 1,666 1,922
JF Acquisition, LLC (0.7%)*(6) (7) (9)
Automotive First Lien Senior Secured Term Loan (LIBOR + 5.5%, 6.5% Cash, Acquired 05/21, Due 07/24) 3,642 3,545 3,496
3,642 3,545 3,496
Kano Laboratories LLC (1.3%)*(6)
Chemicals, Plastics & Rubber
First Lien Senior Secured Term Loan (LIBOR + 5.0%, 6.0% Cash, Acquired 11/20, Due 11/26)(7) (10)
6,422 6,243 6,224
Partnership Equity (78.7 Units, Acquired 11/20) 79 79
6,422 6,322 6,303
Kid Distro Holdings, LLC (4.0%)*(6)
Media & Entertainment
First Lien Senior Secured Term Loan (LIBOR + 6.0%, 7.0% Cash, Acquired 10/21, Due 10/27)(7) (9)
19,149 18,779 18,766
Partnership Units (850,236.1 Units, Acquired 10/21) 851 850
19,149 19,630 19,616
Kona Buyer, LLC (1.2%)*(6) (7) (9)
High Tech Industries First Lien Senior Secured Term Loan (LIBOR + 5.5%, 6.3% Cash, Acquired 12/20, Due 12/27) 5,707 5,586 5,707
5,707 5,586 5,707
LAF International (0.1%)*(3) (6) (7) (14)
Healthcare & Pharmaceuticals First Lien Senior Secured Term Loan (EURIBOR + 6.0%, 6.0% Cash, Acquired 03/21, Due 03/28) 341 356 334
341 356 334
Lambir Bidco Limited (0.9%)*(3) (6)
Healthcare
First Lien Senior Secured Term Loan (EURIBOR + 6.0%, 6.0% Cash, Acquired 12/21, Due 12/28)(7) (13)
3,551 3,377 3,405
Second Lien Senior Secured Term Loan (12.0% PIK, Acquired 12/21, Due 06/29) 1,003 965 973
Revolver (EURIBOR + 6.0%, 6.0% Cash, Acquired 12/21, Due 12/24)(7) (13)
222 207 209
4,776 4,549 4,587
Learfield Communications, LLC (1.2%)* Broadcasting
First Lien Senior Secured Term Loan (LIBOR + 3.25%, 4.3% Cash, Acquired 08/20, Due 12/23)(7) (8)
68 48 64
First Lien Senior Secured Term Loan (LIBOR + 3.0%, 3.0% Cash, 10.2% PIK, Acquired 08/20, Due 12/23)(9)
5,680 5,648 5,683
5,748 5,696 5,747
LivTech Purchaser, Inc. (0.7%)*(6) (7) (9)
Business Services First Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.8% Cash, Acquired 01/21, Due 12/25) 3,533 3,494 3,502
3,533 3,494 3,502


Portfolio Company (5)	Industry	Investment Type (1)(2)	Interest	Acq. Date	Maturity Date	Principal Amount		Cost		Fair Value		% of Net Assets *		Notes
Houghton Mifflin Harcourt Publishers Inc.	Paper Products	First Lien Senior Secured Term Loan	LIBOR + 6.25%, 7.3% Cash	07/20	11/24	$	148	$	141	$	148	—	%	(7) (8)
						148		141		148

IGL Holdings III Corp.	Commercial Printing	First Lien Senior Secured Term Loan	LIBOR + 5.75%, 6.8% Cash	11/20	11/26	3,625		3,557		3,585		0.7	%	(6) (7) (9)
						3,625		3,557		3,585

IM Square	Banking, Finance, Insurance & Real Estate	First Lien Senior Secured Term Loan	EURIBOR + 5.25%, 5.3% Cash	05/21	04/28	3,639		3,724		3,581		0.7	%	(3) (6) (7) (14)
						3,639		3,724		3,581

Infoblox, Inc.	Technology	Second Lien Senior Secured Term Loan	LIBOR + 7.25%, 8.0% Cash	09/20	12/28	2,843		2,830		2,854		0.6	%	(7) (9)
						2,843		2,830		2,854

Infoniqa Holdings GmbH	Technology	First Lien Senior Secured Term Loan	EURIBOR + 5.25%, 5.3% Cash	11/21	11/28	2,766		2,677		2,689		0.6	%	(3) (6) (7) (13)
						2,766		2,677		2,689

Innovad Group II BV	Beverage, Food & Tobacco	First Lien Senior Secured Term Loan	EURIBOR + 5.75%, 5.8% Cash	04/21	04/28	4,134		4,177		3,883		0.8	%	(3) (6) (7) (13)
						4,134		4,177		3,883

INOS 19-090 GmbH	Aerospace & Defense	First Lien Senior Secured Term Loan	EURIBOR + 6.13%, 6.1% Cash	12/20	12/27	873		905		872		0.2	%	(3) (6) (7) (13)
						873		905		872

ITI Intermodal, Inc.	Transportation Services	First Lien Senior Secured Term Loan	LIBOR + 4.75%, 5.8% Cash	12/21	12/27	721		705		705		0.1	%	(6) (7) (8)
		Revolver	LIBOR + 4.75%, 5.8% Cash	12/21	12/27	—		(2)		(2)		—	%	(6) (7) (9)
						721		703		703

Jaguar Merger Sub Inc. (d/b/a National Auto Care)	Other Financial	First Lien Senior Secured Term Loan	LIBOR + 5.25%, 6.3% Cash	12/21	09/24	2,543		2,487		2,486		0.5	%	(6) (7) (9)
		Revolver	LIBOR + 5.25%, 6.3% Cash	12/21	09/24	—		(6)		(6)		—	%	(6) (7) (9)
						2,543		2,481		2,480

JetBlue 2019-1 Class B Pass Through Trust	Airlines	Structured Secured Note - Class B	8.0% Cash	08/20	11/27	1,666		1,666		1,922		0.4	%
						1,666		1,666		1,922

JF Acquisition, LLC	Automotive	First Lien Senior Secured Term Loan	LIBOR + 5.5%, 6.5% Cash	05/21	07/24	3,642		3,545		3,496		0.7	%	(6) (7) (9)
						3,642		3,545		3,496

Kano Laboratories LLC	Chemicals, Plastics & Rubber	First Lien Senior Secured Term Loan	LIBOR + 5.0%, 6.0% Cash	11/20	11/26	6,422		6,243		6,224		1.3	%	(6) (7) (10)
		Partnership Equity (78.7 Units)	N/A	11/20	N/A			79		79		—	%	(6)*
						6,422		6,322		6,303

Kid Distro Holdings, LLC	Media & Entertainment	First Lien Senior Secured Term Loan	LIBOR + 6.0%, 7.0% Cash	10/21	10/27	19,149		18,779		18,766		3.9	%	(6) (7) (9)
		Partnership Units (850,236.1 Units)	N/A	10/21	N/A			851		850		0.2	%	(6)*
						19,149		19,630		19,616

Kona Buyer, LLC	High Tech Industries	First Lien Senior Secured Term Loan	LIBOR + 5.5%, 6.3% Cash	12/20	12/27	5,707		5,586		5,707		1.2	%	(6) (7) (9)
						5,707		5,586		5,707

LAF International	Healthcare & Pharmaceuticals	First Lien Senior Secured Term Loan	EURIBOR + 6.0%, 6.0% Cash	03/21	03/28	341		356		334		0.1	%	(3) (6) (7) (14)
						341		356		334

2831

Barings Capital Investment Corporation

~~Unaudited~~ Consolidated Schedule of Investments — (Continued)

December 31, 2021

(Amounts in thousands, except share amounts)

Portfolio Company (5)
Industry
Type of Investment(1) (2)
Principal
Amount Cost Fair
Value
Marmoutier Holding B.V. (0.4%)*(3) (6) (7) (13)
Consumer Products First Lien Senior Secured Term Loan (EURIBOR + 5.75%, 5.8% Cash, Acquired 12/21, Due 12/28) $ 1,944 $ 1,872 $ 1,880
Revolver (EURIBOR + 5.0%, 5.0% Cash, Acquired 12/21, Due 6/27) — (4) (4)
1,944 1,868 1,876
MC Group Ventures Corporation (0.9%)*(6)
Business Services
First Lien Senior Secured Term Loan (LIBOR + 5.5%, 6.5% Cash, Acquired 07/21, Due 06/27)(7) (9)
3,883 3,789 3,850
Partnership Equity Units (373.33 units, Acquired 06/21) 373 381
3,883 4,162 4,231
MNS Buyer, Inc. (0.2%)*(6)
Construction & Building
First Lien Senior Secured Term Loan (LIBOR + 5.5%, 6.5% Cash, Acquired 08/21, Due 08/27)(7) (8)
921 903 905
Partnership Units (76.92 Units, Acquired 08/21) 77 78
921 980 983
Modern Star Holdings Bidco Pty Limited (0.4%)*(3) (6) (7) (17)
Non-durable Consumer Goods First Lien Senior Secured Term Loan (BBSY + 6.25%, 6.8% Cash, Acquired 12/20, Due 12/26) 2,112 2,064 2,088
2,112 2,064 2,088
MSG National Properties (1.0%)*(3) (6) (7) (9)
Hotel, Gaming, & Leisure First Lien Senior Secured Term Loan (LIBOR + 6.25%, 7.0% Cash, Acquired 11/20, Due 11/25) 4,950 4,830 5,049
4,950 4,830 5,049
Murphy Midco Limited (0.2%)*(3) (6) (7) (12)
Media, Diversified & Production First Lien Senior Secured Term Loan (GBP LIBOR + 4.75%, 4.8% Cash, Acquired 11/20, Due 11/27) 1,080 1,010 1,043
1,080 1,010 1,043
Music Reports, Inc. (1.1%)*(6) (7) (9)
Media & Entertainment First Lien Senior Secured Term Loan (LIBOR + 6.0%, 7.0% Cash, Acquired 08/20, Due 08/26) 5,355 5,249 5,248
5,355 5,249 5,248
Narda Acquisitionco., Inc. (0.7%)*(6)
Aerospace & Defense
First Lien Senior Secured Term Loan (LIBOR + 5.25%, 6.3% Cash, Acquired 12/21, Due 12/27)(7) (9)
2,963 2,911 2,911
Revolver (LIBOR + 5.25%, 6.3% Cash, Acquired 12/21, Due 12/27)(7) (9)
— (12) (12)
Class B Common Stock (265.88 Shares, Acquired 12/21) 27 27
Class A Preferred Stock (2,392.92 Shares, Acquired 12/21) 239 239
2,963 3,165 3,165
Navia Benefit Solutions, Inc. (1.9%)* (6) (7) (9)
Healthcare & Pharmaceuticals First Lien Senior Secured Term Loan (LIBOR + 5.25%, 6.3% Cash, Acquired 02/21, Due 02/27) 9,382 9,179 9,300
9,382 9,179 9,300
Nexus Underwriting Management Limited (0.6%)*(3) (6) (7) (16)
Other Financial First Lien Senior Secured Term Loan (SONIA + 5.25%, 5.3% Cash, Acquired 10/21, Due 10/28) 2,722 2,628 2,620
Revolver (SONIA + 5.25%, 5.3% Cash, Acquired 10/21, Due 4/22) 53 52 52
2,775 2,680 2,672
Northstar Recycling, LLC (0.8%)*(6) (7) (9)
Environmental Industries First Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.8% Cash, Acquired 10/21, Due 9/27) 3,994 3,917 3,915
3,994 3,917 3,915
OA Buyer, Inc. (1.8%)*(6)
Healthcare
First Lien Senior Secured Term Loan (LIBOR + 6.0%, 6.8% Cash, Acquired 12/21, Due 12/28)(7) (9)
8,501 8,331 8,331
Revolver (LIBOR + 6.0%, 6.8% Cash, Acquired 12/21, Due 12/28)(7) (9)
— (27) (27)
Partnership Units (210,920.1 units, Acquired 12/21) 211 211
8,501 8,515 8,515
Odeon Cinemas Group Limited (1.7%)*(3)
Hotel, Gaming, & Leisure First Lien Senior Secured Term Loan (10.8% Cash, Acquired 02/21, Due 08/23) 7,908 8,101 8,066
7,908 8,101 8,066
OG III B.V. (1.2%)*(3) (6) (7) (13)
Containers & Glass Products First Lien Senior Secured Term Loan (EURIBOR + 5.75%, 5.8% Cash, Acquired 06/21, Due 06/28) 5,960 6,096 5,817
5,960 6,096 5,817


Portfolio Company (5)	Industry	Investment Type (1)(2)	Interest	Acq. Date	Maturity Date	Principal Amount		Cost		Fair Value		% of Net Assets *		Notes
Lambir Bidco Limited	Healthcare	First Lien Senior Secured Term Loan	EURIBOR + 6.0%, 6.0% Cash	12/21	12/28	$	3,551	$	3,377	$	3,405	0.7	%	(3) (6) (7) (13)
		Second Lien Senior Secured Term Loan	12.0% PIK	12/21	06/29	1,003		965		973		0.2	%	(3) (6)
		Revolver	EURIBOR + 6.0%, 6.0% Cash	12/21	12/24	222		207		209		—	%	(3) (6) (7) (13)
						4,776		4,549		4,587

Learfield Communications, LLC	Broadcasting	First Lien Senior Secured Term Loan	LIBOR + 3.25%, 4.3% Cash	08/20	12/23	68		48		64		—	%	(7) (8)
		First Lien Senior Secured Term Loan	LIBOR + 3.0%, 3.0% Cash, 10.2% PIK	08/20	12/23	5,680		5,648		5,683		1.2	%	(9)*
						5,748		5,696		5,747

LivTech Purchaser, Inc.	Business Services	First Lien Senior Secured Term Loan	LIBOR + 4.75%, 5.8% Cash	01/21	12/25	3,533		3,494		3,502		0.7	%	(6) (7) (9)
						3,533		3,494		3,502

Marmoutier Holding B.V.	Consumer Products	First Lien Senior Secured Term Loan	EURIBOR + 5.75%, 5.8% Cash	12/21	12/28	1,944		1,872		1,880		0.4	%	(3) (6) (7) (13)
		Revolver	EURIBOR + 5.0%, 5.0% Cash	12/21	06/27	—		(4)		(4)		—	%	(3) (6) (7) (13)
						1,944		1,868		1,876

MC Group Ventures Corporation	Business Services	First Lien Senior Secured Term Loan	LIBOR + 5.5%, 6.5% Cash	07/21	06/27	3,883		3,789		3,850		0.8	%	(6) (7) (9)
		Partnership Equity (373.33 units)	N/A	06/21	N/A			373		381		0.1	%	(6)*
						3,883		4,162		4,231

MNS Buyer, Inc.	Construction & Building	First Lien Senior Secured Term Loan	LIBOR + 5.5%, 6.5% Cash	08/21	08/27	921		903		905		0.2	%	(6) (7) (8)
		Partnership Units (76.92 Units)	N/A	08/21	N/A			77		78		—	%	(6)*
						921		980		983

Modern Star Holdings Bidco Pty Limited	Non-durable Consumer Goods	First Lien Senior Secured Term Loan	BBSY + 6.25%, 6.8% Cash	12/20	12/26	2,112		2,064		2,088		0.4	%	(3) (6) (7) (17)
						2,112		2,064		2,088

MSG National Properties	Hotel, Gaming, & Leisure	First Lien Senior Secured Term Loan	LIBOR + 6.25%, 7.0% Cash	11/20	11/25	4,950		4,830		5,049		1.0	%	(3) (6) (7) (9)
						4,950		4,830		5,049

Murphy Midco Limited	Media, Diversified & Production	First Lien Senior Secured Term Loan	GBP LIBOR + 4.75%, 4.8% Cash	11/20	11/27	1,080		1,010		1,043		0.2	%	(3) (6) (7) (12)
						1,080		1,010		1,043

Music Reports, Inc.	Media & Entertainment	First Lien Senior Secured Term Loan	LIBOR + 6.0%, 7.0% Cash	08/20	08/26	5,355		5,249		5,248		1.1	%	(6) (7) (9)
						5,355		5,249		5,248

Narda Acquisitionco., Inc.	Aerospace & Defense	First Lien Senior Secured Term Loan	LIBOR + 5.25%, 6.3% Cash	12/21	12/27	2,963		2,911		2,911		0.6	%	(6) (7) (9)
		Revolver	LIBOR + 5.25%, 6.3% Cash	12/21	12/27	—		(12)		(12)		—	%	(6) (7) (9)
		Class B Common Stock (265.88 Shares)	N/A	12/21	N/A			27		27		—	%	(6)*
		Class A Preferred Stock (2,392.92 Shares)	N/A	12/21	N/A			239		239		—	%	(6)*
						2,963		3,165		3,165

Navia Benefit Solutions, Inc.	Healthcare & Pharmaceuticals	First Lien Senior Secured Term Loan	LIBOR + 5.25%, 6.3% Cash	02/21	02/27	9,382		9,179		9,300		1.9	%	(6) (7) (9)
						9,382		9,179		9,300

2932

Barings Capital Investment Corporation

~~Unaudited~~ Consolidated Schedule of Investments — (Continued)

December 31, 2021

(Amounts in thousands, except share amounts)

Portfolio Company (5)
Industry
Type of Investment(1) (2)
Principal
Amount Cost Fair
Value
Omni Intermediate Holdings, LLC (2.1%)*(6) (7) (8)
Transportation First Lien Senior Secured Term Loan (LIBOR + 5.0%, 6.0% Cash, Acquired 12/20, Due 12/26) $ 10,578 $ 10,287 $ 10,279
10,578 10,287 10,279
Oracle Vision Bidco Limited (0.3%)*(3) (6) (7) (16)
Healthcare First Lien Senior Secured Term Loan (SONIA + 5.25%, 5.3% Cash, Acquired 06/21, Due 05/28) 1,437 1,456 1,404
1,437 1,456 1,404
Origin Bidco Limited (0.2%)*(3) (6) (7)
Technology
First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.8% Cash, Acquired 06/21, Due 06/28)(9)
597 582 584
First Lien Senior Secured Term Loan (EURIBOR + 5.75%, 5.8% Cash, Acquired 06/21, Due 06/28)(13)
377 394 369
974 976 953
OSP Hamilton Purchaser, LLC (0.5%)*(6) (7)
Technology
First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.8% Cash, Acquired 12/21, Due 12/27)(8)
2,281 2,235 2,235
Revolver (LIBOR + 5.75%, 6.8% Cash, Acquired 12/21, Due 12/27)(9)
— (4) (4)
2,281 2,231 2,231
Pacific Health Supplies Bidco Pty Limited (0.2%)*(3) (6) (7) (18)
Healthcare & Pharmaceuticals First Lien Senior Secured Term Loan (BBSY + 6.0%, 6.5% Cash, Acquired 12/20, Due 12/25) 847 838 817
847 838 817
PDQ.Com Corporation (2.9%)*(6)
Business Equipment & Services
First Lien Senior Secured Term Loan (LIBOR + 5.0%, 6.0% Cash, Acquired 08/21, Due 08/27)(7) (9)
14,048 13,798 13,787
Class A-2 Partnership Units (86.39 Units, Acquired 08/21) 86 87
14,048 13,884 13,874
Permaconn BidCo Pty Ltd (1.0%)*(3) (6) (7) (17)
Tele-communications First Lien Senior Secured Term Loan (BBSY + 6.5%, 6.5% Cash, Acquired 12/21, Due 12/27) 5,236 5,018 5,092
5,236 5,018 5,092
Polara Enterprises, L.L.C. (0.5%)*(6)
Capital Equipment
First Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.8% Cash, Acquired 12/21, Due 12/27)(7) (9)
2,121 2,079 2,079
Revolver (LIBOR + 4.75%, 5.8% Cash, Acquired 12/21, Due 12/27)(7) (9)
— (5) (6)
Partnership Units (1,910.22 Units, Acquired 12/21) 191 191
2,121 2,265 2,264
Policy Services Company, LLC (3.4%)*(6)
Property & Casualty Insurance
First Lien Senior Secured Term Loan (LIBOR + 6.0%, 7.0% Cash, 4.0% PIK, Acquired 12/21, Due 06/26)(7) (9)
17,368 16,681 16,678
Warrants - Class A (10,710 units, Acquired 12/21) — —
Warrants - Class B (3,614 units, Acquired 12/21) — —
Warrants - Class CC (372 units, Acquired 12/21) — —
Warrants - Class D (955 units, Acquired 12/21) — —
17,368 16,681 16,678
Premium Franchise Brands, LLC (3.0%)*(6) (7) (9)
Research & Consulting Services First Lien Senior Secured Term Loan (LIBOR + 6.25%, 7.3% Cash, Acquired 12/20, Due 12/26) 14,988 14,712 14,688
14,988 14,712 14,688
Premium Invest (1.0%)*(3) (6) (7) (13)
Brokerage, Asset Managers & Exchanges First Lien Senior Secured Term Loan (EURIBOR + 6.0%, 6.0% Cash, Acquired 06/21, Due 06/28) 5,079 5,173 4,997
5,079 5,173 4,997
Preqin MC Limited (0.6%)*(3) (6) (7) (21)
Banking, Finance, Insurance & Real Estate First Lien Senior Secured Term Loan (SOFR + 5.5%, 5.5% Cash, Acquired 08/21, Due 07/28) 3,147 3,057 3,119
3,147 3,057 3,119
Protego Bidco B.V. (0.2%)*(3) (6) (7) (13)
Aerospace & Defense First Lien Senior Secured Term Loan (EURIBOR + 5.25%, 5.3% Cash, Acquired 03/21, Due 03/27) 771 786 760
First Lien Senior Secured Term Loan (EURIBOR + 6.0%, 6.0% Cash, Acquired 03/21, Due 03/28) 370 373 357
1,141 1,159 1,117


Portfolio Company (5)	Industry	Investment Type (1)(2)	Interest	Acq. Date	Maturity Date	Principal Amount		Cost		Fair Value		% of Net Assets *		Notes
Nexus Underwriting Management Limited	Other Financial	First Lien Senior Secured Term Loan	SONIA + 5.25%, 5.3% Cash	10/21	10/28	$	2,722	$	2,628	$	2,620	0.5	%	(3) (6) (7) (16)
		Revolver	SONIA + 5.25%, 5.3% Cash	10/21	04/22	53		52		52		—	%	(3) (6) (7) (16)
						2,775		2,680		2,672

Northstar Recycling, LLC	Environmental Industries	First Lien Senior Secured Term Loan	LIBOR + 4.75%, 5.8% Cash	10/21	09/27	3,994		3,917		3,915		0.8	%	(6) (7) (9)
						3,994		3,917		3,915

OA Buyer, Inc.	Healthcare	First Lien Senior Secured Term Loan	LIBOR + 6.0%, 6.8% Cash	12/21	12/28	8,501		8,331		8,331		1.7	%	(6) (7) (9)
		Revolver	LIBOR + 6.0%, 6.8% Cash	12/21	12/28	—		(27)		(27)		—	%	(6) (7) (9)
		Partnership Units (210,920.1 units)	N/A	12/21	N/A			211		211		—	%	(6)*
						8,501		8,515		8,515

Odeon Cinemas Group Limited	Hotel, Gaming, & Leisure	First Lien Senior Secured Term Loan	10.8% Cash	02/21	08/23	7,908		8,101		8,066		1.7	%	(3)*
						7,908		8,101		8,066

OG III B.V.	Containers & Glass Products	First Lien Senior Secured Term Loan	EURIBOR + 5.75%, 5.8% Cash	06/21	06/28	5,960		6,096		5,817		1.2	%	(3) (6) (7) (13)
						5,960		6,096		5,817

Omni Intermediate Holdings, LLC	Transportation	First Lien Senior Secured Term Loan	LIBOR + 5.0%, 6.0% Cash	12/20	12/26	10,578		10,287		10,279		2.1	%	(6) (7) (8)
						10,578		10,287		10,279

Oracle Vision Bidco Limited	Healthcare	First Lien Senior Secured Term Loan	SONIA + 5.25%, 5.3% Cash	06/21	05/28	1,437		1,456		1,404		0.3	%	(3) (6) (7) (16)
						1,437		1,456		1,404

Origin Bidco Limited	Technology	First Lien Senior Secured Term Loan	LIBOR + 5.75%, 6.8% Cash	06/21	06/28	597		582		584		0.1	%	(3) (6) (7) (9)
		First Lien Senior Secured Term Loan	EURIBOR + 5.75%, 5.8% Cash	06/21	06/28	377		394		369		0.1	%	(3) (6) (7) (13)
						974		976		953

OSP Hamilton Purchaser, LLC	Technology	First Lien Senior Secured Term Loan	LIBOR + 5.75%, 6.8% Cash	12/21	12/27	2,281		2,235		2,235		0.5	%	(6) (7) (8)
		Revolver	LIBOR + 5.75%, 6.8% Cash	12/21	12/27	—		(4)		(4)		—	%	(6) (7) (9)
						2,281		2,231		2,231

Pacific Health Supplies Bidco Pty Limited	Healthcare & Pharmaceuticals	First Lien Senior Secured Term Loan	BBSY + 6.0%, 6.5% Cash	12/20	12/25	847		838		817		0.2	%	(3) (6) (7) (18)
						847		838		817

PDQ.Com Corporation	Business Equipment & Services	First Lien Senior Secured Term Loan	LIBOR + 5.0%, 6.0% Cash	08/21	08/27	14,048		13,798		13,787		2.7	%	(6) (7) (9)
		Class A-2 Partnership Units (86.39 Units)	N/A	08/21	N/A			86		87		—	%	(6)*
						14,048		13,884		13,874

Permaconn BidCo Pty Ltd	Tele-communications	First Lien Senior Secured Term Loan	BBSY + 6.5%, 6.5% Cash	12/21	12/27	5,236		5,018		5,092		1.0	%	(3) (6) (7) (17)
						5,236		5,018		5,092

Polara Enterprises, L.L.C.	Capital Equipment	First Lien Senior Secured Term Loan	LIBOR + 4.75%, 5.8% Cash	12/21	12/27	2,121		2,079		2,079		0.4	%	(6) (7) (9)
		Revolver	LIBOR + 4.75%, 5.8% Cash	12/21	12/27	—		(5)		(6)		—	%	(6) (7) (9)
		Partnership Units (1,910.22 Units)	N/A	12/21	N/A			191		191		—	%	(6)*
						2,121		2,265		2,264

3033

Barings Capital Investment Corporation

~~Unaudited~~ Consolidated Schedule of Investments — (Continued)

December 31, 2021

(Amounts in thousands, except share amounts)

Portfolio Company (5)
Industry
Type of Investment(1) (2)
Principal
Amount Cost Fair
Value
QPE7 SPV1 BidCo Pty Ltd (0.5%)*(3) (6) (7) (18)
Consumer Cyclical First Lien Senior Secured Term Loan (BBSY + 5.5%, 6.0% Cash, Acquired 09/21, Due 09/26) $ 2,613 $ 2,518 $ 2,572
2,613 2,518 2,572
Questel Unite (0.6%)*(3) (6) (7)
Business Services
First Lien Senior Secured Term Loan (EURIBOR + 6.25%, 6.3% Cash, Acquired 12/20, Due 12/27)(13)
2,453 2,441 2,421
First Lien Senior Secured Term Loan (LIBOR + 6.25%, 6.8% Cash, Acquired 12/20, Due 12/27)(9)
367 362 365
2,820 2,803 2,786
Recovery Point Systems, Inc. (1.1%)*(6)
Technology
First Lien Senior Secured Term Loan (LIBOR + 6.5%, 7.5% Cash, Acquired 08/20, Due 08/26)(7) (9)
5,059 4,977 5,059
Partnership Equity (81,313 Units, Acquired 03/21) 81 65
5,059 5,058 5,124
Renovation Parent Holdings, LLC (2.0%)*(6)
Home Furnishings
First Lien Senior Secured Term Loan (LIBOR + 5.5%, 6.5% Cash, Acquired 11/21, Due 11/27)(7) (10)
9,709 9,470 9,466
Partnership Units (394,736.8 Units, Acquired 11/21) 395 407
9,709 9,865 9,873
REP SEKO MERGER SUB LLC
(2.8%)*(6) (7)
Air Freight & Logistics
First Lien Senior Secured Term Loan (EURIBOR + 5.0%, 6.0% Cash, Acquired 12/20, Due 12/26)(13)
9,687 9,730 9,541
First Lien Senior Secured Term Loan (LIBOR + 5.0%, 6.0% Cash, Acquired 12/20, Due 12/26)(9)
4,230 4,122 4,156
13,917 13,852 13,697
Resonetics, LLC (0.4%)*(6) (7) (9)
Health Care Equipment Second Lien Senior Secured Term Loan (LIBOR + 7.0%, 7.8% Cash, Acquired 04/21, Due 04/29) 1,859 1,824 1,822
1,859 1,824 1,822
Reward Gateway (UK) Ltd (2.0%)*(3) (6) (7) (16)
Precious Metals & Minerals First Lien Senior Secured Term Loan (SONIA + 6.75%, 6.8% Cash, Acquired 08/21, Due 06/28) 9,772 9,702 9,509
9,772 9,702 9,509
Riedel Beheer B.V. (0.4%)*(3) (6) (7) (13)
Food & Beverage First Lien Senior Secured Term Loan (EURIBOR + 5.5%, 5.5% Cash, Acquired 12/21, Due 12/28) 1,899 1,835 1,843
Super Senior Senior Secured Term Loan (EURIBOR + 5.5%, 5.5% Cash, Acquired 12/21, Due 06/28) 230 222 223
Revolver (EURIBOR + 5.5%, 5.5% Cash, Acquired 12/21, Due 12/28) — (6) (5)
2,129 2,051 2,061
RPX Corporation (3.2%)*(6) (7) (9)
Research & Consulting Services First Lien Senior Secured Term Loan (LIBOR + 6.0%, 7.0% Cash, Acquired 10/20, Due 10/25) 15,644 15,328 15,323
15,644 15,328 15,323
Safety Products Holdings, LLC (1.0%)*(6)
Non-durable Consumer Goods
First Lien Senior Secured Term Loan (LIBOR + 6.0%, 7.0% Cash, Acquired 12/20, Due 12/26)(7) (8)
4,847 4,704 4,680
Common Stock (84.8 Units, Acquired 12/20) 85 116
4,847 4,789 4,796
Scaled Agile, Inc. (0.3%)*(6) (7) (9)
Research & Consulting Services First Lien Senior Secured Term Loan (LIBOR + 5.5%, 6.3% Cash, Acquired 12/21, Due 12/28) 1,748 1,705 1,705
Revolver (LIBOR + 5.5%, 6.3% Cash, Acquired 12/21, Due 12/28) — (7) (7)
1,748 1,698 1,698
Serta Simmons Bedding LLC
(0.4%)*(7) (8)
Home Furnishings Super Priority Second Out (LIBOR + 7.5%, 8.5% Cash, Acquired 09/20, Due 08/23) 1,975 1,763 1,842
1,975 1,763 1,842
SISU ACQUISITIONCO., INC. (1.0%)*(6) (7) (9)
Aerospace & Defense First Lien Senior Secured Term Loan (LIBOR + 5.25%, 6.3% Cash, Acquired 12/20, Due 12/26) 4,950 4,865 4,782
4,950 4,865 4,782
Smartling, Inc. (1.7%)*(6) (7) (9)
Technology First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.8% Cash, Acquired 11/21, Due 11/27) 8,235 8,051 8,047
Revolver (LIBOR + 5.75%, 6.8% Cash, Acquired 11/21, Due 11/27) — (12) (12)
8,235 8,039 8,035


Portfolio Company (5)	Industry	Investment Type (1)(2)	Interest	Acq. Date	Maturity Date	Principal Amount		Cost		Fair Value		% of Net Assets *		Notes
Policy Services Company, LLC	Property & Casualty Insurance	First Lien Senior Secured Term Loan	LIBOR + 6.0%, 7.0% Cash, 4.0% PIK	12/21	06/26	$	17,368	$	16,681	$	16,678	3.4	%	(6) (7) (9)
		Warrants - Class A (10,710 units)	N/A	12/21	N/A			—		—		—	%	(6)*
		Warrants - Class B (3,614 units)	N/A	12/21	N/A			—		—		—	%	(6)*
		Warrants - Class CC (372 units)	N/A	12/21	N/A			—		—		—	%	(6)*
		Warrants - Class D (955 units)	N/A	12/21	N/A			—		—		—	%	(6)*
						17,368		16,681		16,678

Premium Franchise Brands, LLC	Research & Consulting Services	First Lien Senior Secured Term Loan	LIBOR + 6.25%, 7.3% Cash	12/20	12/26	14,988		14,712		14,688		3.0	%	(6) (7) (9)
						14,988		14,712		14,688

Premium Invest	Brokerage, Asset Managers & Exchanges	First Lien Senior Secured Term Loan	EURIBOR + 6.0%, 6.0% Cash	06/21	06/28	5,079		5,173		4,997		1.0	%	(3) (6) (7) (13)
						5,079		5,173		4,997

Preqin MC Limited	Banking, Finance, Insurance & Real Estate	First Lien Senior Secured Term Loan	SOFR + 5.5%, 5.5% Cash	08/21	07/28	3,147		3,057		3,119		0.6	%	(3) (6) (7) (21)
						3,147		3,057		3,119

Protego Bidco B.V.	Aerospace & Defense	First Lien Senior Secured Term Loan	EURIBOR + 5.25%, 5.3% Cash	03/21	03/27	771		786		760		0.2	%	(3) (6) (7) (13)
		First Lien Senior Secured Term Loan	EURIBOR + 6.0%, 6.0% Cash	03/21	03/28	370		373		357		0.1	%	(3) (6) (7) (13)
						1,141		1,159		1,117

QPE7 SPV1 BidCo Pty Ltd	Consumer Cyclical	First Lien Senior Secured Term Loan	BBSY + 5.5%, 6.0% Cash	09/21	09/26	2,613		2,518		2,572		0.5	%	(3) (6) (7) (18)
						2,613		2,518		2,572

Questel Unite	Business Services	First Lien Senior Secured Term Loan	EURIBOR + 6.25%, 6.3% Cash	12/20	12/27	2,453		2,441		2,421		0.5	%	(3) (6) (7) (13)
		First Lien Senior Secured Term Loan	LIBOR + 6.25%, 6.8% Cash	12/20	12/27	367		362		365		0.1	%	(3) (6) (7) (9)
						2,820		2,803		2,786

Recovery Point Systems, Inc.	Technology	First Lien Senior Secured Term Loan	LIBOR + 6.5%, 7.5% Cash	08/20	08/26	5,059		4,977		5,059		1.0	%	(6) (7) (9)
		Partnership Equity (81,313 Units)	N/A	03/21	N/A			81		65		—	%	(6)*
						5,059		5,058		5,124

Renovation Parent Holdings, LLC	Home Furnishings	First Lien Senior Secured Term Loan	LIBOR + 5.5%, 6.5% Cash	11/21	11/27	9,709		9,470		9,466		2.0	%	(6) (7) (10)
		Partnership Units (394,736.8 Units)	N/A	11/21	N/A			395		407		0.1	%	(6)*
						9,709		9,865		9,873

REP SEKO MERGER SUB LLC	Air Freight & Logistics	First Lien Senior Secured Term Loan	EURIBOR + 5.0%, 6.0% Cash	12/20	12/26	9,687		9,730		9,541		2.0	%	(6) (7) (13)
		First Lien Senior Secured Term Loan	LIBOR + 5.0%, 6.0% Cash	12/20	12/26	4,230		4,122		4,156		0.9	%	(6) (7) (9)
						13,917		13,852		13,697

Resonetics, LLC	Health Care Equipment	Second Lien Senior Secured Term Loan	LIBOR + 7.0%, 7.8% Cash	04/21	04/29	1,859		1,824		1,822		0.4	%	(6) (7) (9)
						1,859		1,824		1,822

Reward Gateway (UK) Ltd	Precious Metals & Minerals	First Lien Senior Secured Term Loan	SONIA + 6.75%, 6.8% Cash	08/21	06/28	9,772		9,702		9,509		2.0	%	(3) (6) (7) (16)
						9,772		9,702		9,509

3134

Barings Capital Investment Corporation

~~Unaudited~~ Consolidated Schedule of Investments — (Continued)

December 31, 2021

(Amounts in thousands, except share amounts)

Portfolio Company (5)
Industry
Type of Investment(1) (2)
Principal
Amount Cost Fair
Value
SN BUYER, LLC (1.0%)*(6) (7) (8)
Health Care Services First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.8% Cash, Acquired 12/20, Due 12/26) $ 4,633 $ 4,554 $ 4,633
4,633 4,554 4,633
SPT Acquico Limited (0.2%)*(3) (6) (7) (9)
High Tech Industries First Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.8% Cash, Acquired 01/21, Due 12/27) 921 900 921
921 900 921
SSCP Pegasus Midco Limited (0.1%)*(3) (6) (7) (11)
Healthcare & Pharmaceuticals First Lien Senior Secured Term Loan (GBP LIBOR + 6.75%, 6.8% Cash, Acquired 12/20, Due 11/27) 519 455 509
519 455 509
Starnmeer B.V. (1.8%)*(3) (6) (7) (9)
Technology First Lien Senior Secured Term Loan (LIBOR + 6.4%, 6.9% Cash, Acquired 10/21, Due 04/27) 8,640 8,514 8,510
8,640 8,514 8,510
Superjet Buyer, LLC (3.7%)*(6) (7) (9)
Technology First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.5% Cash, Acquired 12/21, Due 12/27) 18,540 18,169 18,169
Revolver (LIBOR + 5.75%, 6.5% Cash, Acquired 12/21, Due 12/27) — (29) (29)
18,540 18,140 18,140
Syniverse Holdings, Inc. (0.9%)*(7) (9)
Technology Distributors First Lien Senior Secured Term Loan (LIBOR + 5.0%, 6.0% Cash, Acquired 08/20, Due 03/23) 4,625 4,109 4,592
4,625 4,109 4,592
Syntax Systems Ltd (0.9%)*(3) (6) (7) (8)
Technology First Lien Senior Secured Term Loan (LIBOR + 5.5%, 6.3% Cash, Acquired 11/21, Due 10/28) 4,168 4,117 4,115
Revolver (LIBOR + 5.5%, 6.3% Cash, Acquired 11/21, Due 10/26) 261 255 255
4,429 4,372 4,370
TA SL Cayman Aggregator Corp.
(0.2%)*(6)
Technology Subordinated Term Loan (8.8% PIK, Acquired 07/21, Due 07/28) 925 907 909
Common Stock (736 Shares, Acquired 07/21) 23 30
925 930 939
Techone B.V. (0.5%)*(3) (6) (7) (13)
Technology First Lien Senior Secured Term Loan (EURIBOR + 5.5%, 5.5% Cash, Acquired 11/21, Due 11/28) 2,611 2,521 2,526
Revolver (EURIBOR + 5.5%, 5.5% Cash, Acquired 11/21, Due 05/28) 32 29 29
2,643 2,550 2,555
Tencarva Machinery Company, LLC (0.7%)*(6) (7) (9)
Capital Equipment First Lien Senior Secured Term Loan (LIBOR + 5.5%, 6.5% Cash, Acquired 12/21, Due 12/27) 3,657 3,593 3,593
First Lien Senior Secured Term Loan (LIBOR + 5.5%, 6.5% Cash, Acquired 12/21, Due 12/23) — (10) (10)
Revolver (LIBOR + 5.5%, 6.5% Cash, Acquired 12/21, Due 12/27) — (13) (13)
3,657 3,570 3,570
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC) (0.8%)*(6)
Brokerage, Asset Managers & Exchanges
First Lien Senior Secured Term Loan (LIBOR + 4.25%, 5.3% Cash, Acquired 10/21, Due 12/27)(7) (9)
815 747 747
Revolver (LIBOR + 4.25%, 5.3% Cash, Acquired 10/21, Due 12/27)(7) (9)
— (14) (14)
Subordinated Term Loan (7.75% PIK, Acquired 10/21, Due 10/28) 3,210 3,147 3,145
4,025 3,880 3,878
Trident Maritime Systems, Inc. (3.5%)*(6) (7) (9)
Aerospace & Defense First Lien Senior Secured Term Loan (LIBOR + 5.5%, 6.5% Cash, Acquired 02/21, Due 02/27) 16,873 16,621 16,873
16,873 16,621 16,873
Turbo Buyer, Inc. (1.2%)*(6) (7) (9)
Finance Companies First Lien Senior Secured Term Loan (LIBOR + 6.0%, 7.0% Cash, Acquired 11/21, Due 12/25) 6,082 5,935 5,931
6,082 5,935 5,931
Turnberry Solutions, Inc. (1.5%)*(6) (7) (9)
Consumer Cyclical First Lien Senior Secured Term Loan (LIBOR + 6.0%, 7.0% Cash, Acquired 07/21, Due 09/26) 7,500 7,362 7,371
7,500 7,362 7,371


Portfolio Company (5)	Industry	Investment Type (1)(2)	Interest	Acq. Date	Maturity Date	Principal Amount		Cost		Fair Value		% of Net Assets *		Notes
Riedel Beheer B.V.	Food & Beverage	First Lien Senior Secured Term Loan	EURIBOR + 5.5%, 5.5% Cash	12/21	12/28	$	1,899	$	1,835	$	1,843	0.4	%	(3) (6) (7) (13)
		Super Senior Senior Secured Term Loan	EURIBOR + 5.5%, 5.5% Cash	12/21	06/28	230		222		223		—	%	(3) (6) (7) (13)
		Revolver	EURIBOR + 5.5%, 5.5% Cash	12/21	12/28	—		(6)		(5)		—	%	(3) (6) (7) (13)
						2,129		2,051		2,061

RPX Corporation	Research & Consulting Services	First Lien Senior Secured Term Loan	LIBOR + 6.0%, 7.0% Cash	10/20	10/25	15,644		15,328		15,323		3.2	%	(6) (7) (9)
						15,644		15,328		15,323

Safety Products Holdings, LLC	Non-durable Consumer Goods	First Lien Senior Secured Term Loan	LIBOR + 6.0%, 7.0% Cash	12/20	12/26	4,847		4,704		4,680		1.0	%	(6) (7) (8)
		Common Stock (84.8 Units)	N/A	12/20	N/A			85		116		—	%	(6)*
						4,847		4,789		4,796

Scaled Agile, Inc.	Research & Consulting Services	First Lien Senior Secured Term Loan	LIBOR + 5.5%, 6.3% Cash	12/21	12/28	1,748		1,705		1,705		0.4	%	(6) (7) (9)
		Revolver	LIBOR + 5.5%, 6.3% Cash	12/21	12/28	—		(7)		(7)		—	%	(6) (7) (9)
						1,748		1,698		1,698

Serta Simmons Bedding LLC	Home Furnishings	Super Priority Second Out	LIBOR + 7.5%, 8.5% Cash	09/20	08/23	1,975		1,763		1,842		0.4	%	(7) (8)
						1,975		1,763		1,842

SISU ACQUISITIONCO., INC.	Aerospace & Defense	First Lien Senior Secured Term Loan	LIBOR + 5.25%, 6.3% Cash	12/20	12/26	4,950		4,865		4,782		1.0	%	(6) (7) (9)
						4,950		4,865		4,782

Smartling, Inc.	Technology	First Lien Senior Secured Term Loan	LIBOR + 5.75%, 6.8% Cash	11/21	11/27	8,235		8,051		8,047		1.7	%	(6) (7) (9)
		Revolver	LIBOR + 5.75%, 6.8% Cash	11/21	11/27	—		(12)		(12)		—	%	(6) (7) (9)
						8,235		8,039		8,035

SN BUYER, LLC	Health Care Services	First Lien Senior Secured Term Loan	LIBOR + 5.75%, 6.8% Cash	12/20	12/26	4,633		4,554		4,633		1.0	%	(6) (7) (8)
						4,633		4,554		4,633

SPT Acquico Limited	High Tech Industries	First Lien Senior Secured Term Loan	LIBOR + 4.75%, 5.8% Cash	01/21	12/27	921		900		921		0.2	%	(3) (6) (7) (9)
						921		900		921

SSCP Pegasus Midco Limited	Healthcare & Pharmaceuticals	First Lien Senior Secured Term Loan	GBP LIBOR + 6.75%, 6.8% Cash	12/20	11/27	519		455		509		0.1	%	(3) (6) (7) (11)
						519		455		509

Starnmeer B.V.	Technology	First Lien Senior Secured Term Loan	LIBOR + 6.4%, 6.9% Cash	10/21	04/27	8,640		8,514		8,510		1.8	%	(3) (6) (7) (9)
						8,640		8,514		8,510

Superjet Buyer, LLC	Technology	First Lien Senior Secured Term Loan	LIBOR + 5.75%, 6.5% Cash	12/21	12/27	18,540		18,169		18,169		3.7	%	(6) (7) (9)
		Revolver	LIBOR + 5.75%, 6.5% Cash	12/21	12/27	—		(29)		(29)		—	%	(6) (7) (9)
						18,540		18,140		18,140

Syniverse Holdings, Inc.	Technology Distributors	First Lien Senior Secured Term Loan	LIBOR + 5.0%, 6.0% Cash	08/20	03/23	4,625		4,109		4,592		0.9	%	(7) (9)
						4,625		4,109		4,592

Syntax Systems Ltd	Technology	First Lien Senior Secured Term Loan	LIBOR + 5.5%, 6.3% Cash	11/21	10/28	4,168		4,117		4,115		0.8	%	(3) (6) (7) (8)
		Revolver	LIBOR + 5.5%, 6.3% Cash	11/21	10/26	261		255		255		0.1	%	(3) (6) (7) (8)
						4,429		4,372		4,370

3235

Barings Capital Investment Corporation

~~Unaudited~~ Consolidated Schedule of Investments — (Continued)

December 31, 2021

(Amounts in thousands, except share amounts)

Portfolio Company (5)
Industry
Type of Investment(1) (2)
Principal
Amount Cost Fair
Value
UKFast Leaders Limited (0.2%)*(3) (6) (7) (15)
Technology First Lien Senior Secured Term Loan (SONIA + 7.0%, 7.1% Cash, Acquired 09/20, Due 09/27) $ 1,129 $ 1,045 $ 1,109
1,129 1,045 1,109
Utac Ceram (0.2%)*(3) (6) (7)
Business Services
First Lien Senior Secured Term Loan (EURIBOR + 5.25%, 5.3% Cash, Acquired 09/20, Due 09/27)(13)
796 822 781
First Lien Senior Secured Term Loan (LIBOR + 5.25%, 5.5% Cash, Acquired 02/21, Due 09/27)(9)
364 364 357
1,160 1,186 1,138
VistaJet Pass Through Trust 2021-1B (2.0%) Airlines Structured Secured Note - Class B (6.3% Cash, Acquired 11/21, Due 02/29) 10,000 10,000 9,811
10,000 10,000 9,811
Vital Buyer, LLC (2.6%)*(6)
Technology
First Lien Senior Secured Term Loan (LIBOR + 5.5%, 6.3% Cash, Acquired 06/21, Due 06/28)(7) (9)
12,742 12,500 12,537
Partnership Equity (16,442.9 Units, Acquired 06/21) 164 171
12,742 12,664 12,708
W2O Holdings, Inc. (0.2%)*(6) (7) (9)
Healthcare Technology First Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.8% Cash, Acquired 10/20, Due 06/25) 870 845 870
870 845 870
Willis Engine Structured Trust VI (0.5%)* Structured Finance Structured Secured Note - Series 2021-1 Class C (7.4% Cash, Acquired 05/21, Due 05/46) 2,527 2,527 2,484
2,527 2,527 2,484
Woodland Foods, LLC (1.3%)*(6)
Food & Beverage
First Lien Senior Secured Term Loan (LIBOR + 5.5%, 6.5% Cash, Acquired 12/21, Due 12/27)(7) (9)
5,380 5,273 5,272
Revolver (LIBOR + 5.5%, 6.5% Cash, Acquired 12/21, Due 12/27)(7) (9)
80 60 60
Common Stock (777,260.13 shares, Acquired 12/21) 777 777
5,460 6,110 6,109
Subtotal Non–Control / Non–Affiliate Investments (155.7%) 753,265 748,497 754,861
Affiliate Investments: (4)
Banff Partners LP (2.6%)*(3)
Investment Funds & Vehicles 10% Partnership Interest, Acquired 03/21 12,646 12,859
12,646 12,859
Eclipse Business Capital, LLC (10.1%)*(6)
Banking, Finance, Insurance & Real Estate
Second Lien Senior Secured Term Loan (7.5% Cash, Acquired 07/21, Due 07/28) 2,246 2,225 2,341
Revolver (LIBOR + 7.25%, Acquired 07/21. Due 07/28)(9)
898 836 898
LLC Units (44,197,541 units, Acquired 07/21) 44,396 45,789
3,144 47,457 49,028
Thompson Rivers LLC (7.2%)*(3)
Investment Funds & Vehicles 6.5% Member Interest, Acquired 06/21 32,287 34,893
32,287 34,893
Waccamaw River LLC (2.8%)*(3)
Investment Funds & Vehicles 20% Member Interest, Acquired 04/21 13,756 13,501
13,756 13,501
Subtotal Affiliate Investments (22.7%) 3,144 106,146 110,281
Total Investments, December 31, 2021 (178.4%)* $ 756,409 $ 854,643 $ 865,142


Portfolio Company (5)	Industry	Investment Type (1)(2)	Interest	Acq. Date	Maturity Date	Principal Amount		Cost		Fair Value		% of Net Assets *		Notes
TA SL Cayman Aggregator Corp.	Technology	Subordinated Term Loan	8.8% PIK	07/21	07/28	$	925	$	907	$	909	0.2	%	(6)*
		Common Stock (736 Shares)	N/A	07/21	N/A			23		30		—	%	(6)*
						925		930		939

Techone B.V.	Technology	First Lien Senior Secured Term Loan	EURIBOR + 5.5%, 5.5% Cash	11/21	11/28	2,611		2,521		2,526		0.5	%	(3) (6) (7) (13)
		Revolver	EURIBOR + 5.5%, 5.5% Cash	11/21	05/28	32		29		29		—	%	(3) (6) (7) (13)
						2,643		2,550		2,555

Tencarva Machinery Company, LLC	Capital Equipment	First Lien Senior Secured Term Loan	LIBOR + 5.5%, 6.5% Cash	12/21	12/27	3,657		3,593		3,593		0.7	%	(6) (7) (9)
		First Lien Senior Secured Term Loan	LIBOR + 5.5%, 6.5% Cash	12/21	12/23	—		(10)		(10)		—	%	(6) (7) (9)
		Revolver	LIBOR + 5.5%, 6.5% Cash	12/21	12/27	—		(13)		(13)		—	%	(6) (7) (9)
						3,657		3,570		3,570

The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)	Brokerage, Asset Managers & Exchanges	First Lien Senior Secured Term Loan	LIBOR + 4.25%, 5.3% Cash	10/21	12/27	815		747		747		0.2	%	(6) (7) (9)
		Revolver	LIBOR + 4.25%, 5.3% Cash	10/21	12/27	—		(14)		(14)		—	%	(6) (7) (9)
		Subordinated Term Loan	7.75% PIK	10/21	10/28	3,210		3,147		3,145		0.6	%	(6)*
						4,025		3,880		3,878

Trident Maritime Systems, Inc.	Aerospace & Defense	First Lien Senior Secured Term Loan	LIBOR + 5.5%, 6.5% Cash	02/21	02/27	16,873		16,621		16,873		3.5	%	(6) (7) (9)
						16,873		16,621		16,873

Turbo Buyer, Inc.	Finance Companies	First Lien Senior Secured Term Loan	LIBOR + 6.0%, 7.0% Cash	11/21	12/25	6,082		5,935		5,931		1.2	%	(6) (7) (9)
						6,082		5,935		5,931

Turnberry Solutions, Inc.	Consumer Cyclical	First Lien Senior Secured Term Loan	LIBOR + 6.0%, 7.0% Cash	07/21	09/26	7,500		7,362		7,371		1.5	%	(6) (7) (9)
						7,500		7,362		7,371

UKFast Leaders Limited	Technology	First Lien Senior Secured Term Loan	SONIA + 7.0%, 7.1% Cash	09/20	09/27	1,129		1,045		1,109		0.2	%	(3) (6) (7) (15)
						1,129		1,045		1,109

Utac Ceram	Business Services	First Lien Senior Secured Term Loan	EURIBOR + 5.25%, 5.3% Cash	09/20	09/27	796		822		781		0.2	%	(3) (6) (7) (13)
		First Lien Senior Secured Term Loan	LIBOR + 5.25%, 5.5% Cash	02/21	09/27	364		364		357		0.1	%	(3) (6) (7) (9)
						1,160		1,186		1,138

VistaJet Pass Through Trust 2021-1B	Airlines	Structured Secured Note - Class B	6.3% Cash	11/21	02/29	10,000		10,000		9,811		2.0	%
						10,000		10,000		9,811

Vital Buyer, LLC	Technology	First Lien Senior Secured Term Loan	LIBOR + 5.5%, 6.3% Cash	06/21	06/28	12,742		12,500		12,537		2.6	%	(6) (7) (9)
		Partnership Equity (16,442.9 Units)	N/A	06/21	N/A			164		171		—	%	(6)*
						12,742		12,664		12,708

W2O Holdings, Inc.	Healthcare Technology	First Lien Senior Secured Term Loan	LIBOR + 4.75%, 5.8% Cash	10/20	06/25	870		845		870		0.2	%	(6) (7) (9)
						870		845		870

Willis Engine Structured Trust VI	Structured Finance	Structured Secured Note - Series 2021-1 Class C	7.4% Cash	05/21	05/46	2,527		2,527		2,484		0.5	%
						2,527		2,527		2,484

3336

Barings Capital Investment Corporation

~~Unaudited~~ Consolidated Schedule of Investments — (Continued)

December 31, 2021

(Amounts in thousands, except share amounts)

Foreign Currency Forward Contracts:
Description Notional Amount to be Purchased Notional Amount to be Sold Counterparty Settlement Date Unrealized Appreciation (Depreciation)
Foreign currency forward contract (AUD) A$12,250 $8,906 HSBC Bank USA 01/06/22 $ (1)
Foreign currency forward contract (AUD) $8,834 A$12,250 HSBC Bank USA 01/06/22 (71)
Foreign currency forward contract (AUD) $5,503 A$7,659 HSBC Bank USA 04/08/22 (66)
Foreign currency forward contract (CAD) C$5,580 $4,366 HSBC Bank USA 01/06/22 44
Foreign currency forward contract (CAD) $4,373 C$5,580 HSBC Bank USA 01/06/22 (36)
Foreign currency forward contract (CAD) $270 C$349 BNP Paribas SA 04/08/22 (6)
Foreign currency forward contract (CAD) $4,439 C$5,675 HSBC Bank USA 04/08/22 (44)
Foreign currency forward contract (DKK) 3,526kr. $537 HSBC Bank USA 01/06/22 2
Foreign currency forward contract (DKK) $551 3,526kr. HSBC Bank USA 01/06/22 12
Foreign currency forward contract (DKK) $531 3,481kr. HSBC Bank USA 04/08/22 (2)
Foreign currency forward contract (EUR) €20,807 $23,557 HSBC Bank USA 01/06/22 119
Foreign currency forward contract (EUR) $5,181 €4,500 BNP Paribas SA 01/06/22 61
Foreign currency forward contract (EUR) $18,704 €16,307 HSBC Bank USA 01/06/22 149
Foreign currency forward contract (EUR) $10,436 €9,200 BNP Paribas SA 04/08/22 (54)
Foreign currency forward contract (EUR) $25,362 €22,357 HSBC Bank USA 04/08/22 (129)
Foreign currency forward contract (GBP) £8,566 $11,504 HSBC Bank USA 01/06/22 96
Foreign currency forward contract (GBP) £4,068 $5,418 HSBC Bank USA 04/08/22 88
Foreign currency forward contract (GBP) $11,472 £8,566 HSBC Bank USA 01/06/22 (129)
Total Foreign Currency Forward Contracts, December 31, 2021 $ 33


Portfolio Company (5)	Industry	Investment Type (1)(2)	Interest	Acq. Date	Maturity Date	Principal Amount		Cost		Fair Value		% of Net Assets *		Notes
Woodland Foods, LLC	Food & Beverage	First Lien Senior Secured Term Loan	LIBOR + 5.5%, 6.5% Cash	12/21	12/27	$	5,380	$	5,273	$	5,272	1.1	%	(6) (7) (9)
		Revolver	LIBOR + 5.5%, 6.5% Cash	12/21	12/27	80		60		60		—	%	(6) (7) (9)
		Common Stock (777,260.13 shares)	N/A	12/21	N/A			777		777		0.2	%	(6)*
						5,460		6,110		6,109

Subtotal Non–Control / Non–Affiliate Investments (155.7%)						753,265		748,497		754,861


Affiliate Investments: (4)
Banff Partners LP	Investment Funds & Vehicles	10% Partnership Interest	N/A	03/21	N/A			12,646		12,859		2.6	%	(3)*
								12,646		12,859

Eclipse Business Capital, LLC	Banking, Finance, Insurance & Real Estate	Second Lien Senior Secured Term Loan	7.5% Cash	07/21	07/28	2,246		2,225		2,341		0.5	%	(6)*
		Revolver	LIBOR + 7.25%	07/21	07/28	898		836		898		0.2	%	(6) (9)
		LLC Units (44,197,541 units)	N/A	07/21	N/A			44,396		45,789		9.4	%	(6)*
						3,144		47,457		49,028

Thompson Rivers LLC	Investment Funds & Vehicles	6.5% Member Interest	N/A	06/21	N/A			32,287		34,893		7.2	%	(3)*
								32,287		34,893

Waccamaw River LLC	Investment Funds & Vehicles	20% Member Interest	N/A	04/21	N/A			13,756		13,501		2.8	%	(3)*
								13,756		13,501

Subtotal Affiliate Investments (22.7%)						3,144		106,146		110,281











Total Investments, December 31, 2021 (178.4%)*						$	756,409	$	854,643	$	865,142


Foreign Currency Forward Contracts:
Description	Notional Amount to be Purchased	Notional Amount to be Sold	Counterparty	Settlement Date	Unrealized Appreciation (Depreciation)
Foreign currency forward contract (AUD)	A$12,250	$8,906	HSBC Bank USA	01/06/22	$	(1)
Foreign currency forward contract (AUD)	$8,834	A$12,250	HSBC Bank USA	01/06/22	(71)
Foreign currency forward contract (AUD)	$5,503	A$7,659	HSBC Bank USA	04/08/22	(66)

Foreign currency forward contract (CAD)	$5,580	$4,366	HSBC Bank USA	01/06/22	44
Foreign currency forward contract (CAD)	$4,373	$5,580	HSBC Bank USA	01/06/22	(36)
Foreign currency forward contract (CAD)	$270	$349	BNP Paribas SA	04/08/22	(6)
Foreign currency forward contract (CAD)	$4,439	$5,675	HSBC Bank USA	04/08/22	(44)

Foreign currency forward contract (DKK)	3,526kr.	$537	HSBC Bank USA	01/06/22	2
Foreign currency forward contract (DKK)	$551	3,526kr.	HSBC Bank USA	01/06/22	12
Foreign currency forward contract (DKK)	$531	3,481kr.	HSBC Bank USA	04/08/22	(2)

Foreign currency forward contract (EUR)	€20,807	$23,557	HSBC Bank USA	01/06/22	119
Foreign currency forward contract (EUR)	$5,181	€4,500	BNP Paribas SA	01/06/22	61
Foreign currency forward contract (EUR)	$18,704	€16,307	HSBC Bank USA	01/06/22	149
Foreign currency forward contract (EUR)	$10,436	€9,200	BNP Paribas SA	04/08/22	(54)
Foreign currency forward contract (EUR)	$25,362	€22,357	HSBC Bank USA	04/08/22	(129)

Foreign currency forward contract (GBP)	£8,566	$11,504	HSBC Bank USA	01/06/22	96
Foreign currency forward contract (GBP)	£4,068	$5,418	HSBC Bank USA	04/08/22	88
Foreign currency forward contract (GBP)	$11,472	£8,566	HSBC Bank USA	01/06/22	(129)
Total Foreign Currency Forward Contracts, December 31, 2021					$	33

* Fair value as a percentage of net assets.

Barings Capital Investment Corporation

Consolidated Schedule of Investments — (Continued)

December 31, 2021

(Amounts in thousands, except share amounts)

non-income producing. The Board the Company determined in good faith that all investments were valued at fair value in accordance with the Company’s valuation policies and procedures and the 1940 Act, based on, among other things, the input of the Company’s external investment adviser, Barings, the Company’s Audit Committee and an independent valuation firm that has been engaged to assist in the valuation of the Company’s middle-market equity and debt investments. In addition, all debt investments are variable rate investments unless otherwise noted. Index-based floating interest rates are generally subject to a contractual minimum interest rate. A majority of the variable rate loans in the Company’s investment portfolio bear interest at a rate that may be determined by reference to LIBOR, EURIBOR, GBP LIBOR, BBSY, CDOR, SONIA, SOFR or an alternate Base Rate (commonly based on the Federal Funds Rate or the Prime Rate), which typically reset semi-annually, quarterly, or monthly at the borrower’s option. The borrower may also elect to have multiple interest reset periods for each loan.

(2)All of the Company’s portfolio company investments, which as of December 31, 2021 represented 178.1% of the Company’s net assets, are subject to legal restrictions on sales. The acquisition date represents the date of the Company's initial investment in the relevant portfolio company.

(3)Investment is not a qualifying investment as defined under Section 55(a) of the 1940 Act. Non-qualifying assets represent 25.6% of total investments at fair value as of December 31, 2021. Qualifying assets must represent at least 70% of total assets at the time of acquisition of any additional non-qualifying assets. If at any time qualifying assets do not represent at least 70% of the Company's total assets, the Company will be precluded from acquiring any additional non-qualifying asset until such time as it complies with the requirements of Section 55(a).

~~Barings Capital Investment Corporation~~

~~Unaudited Consolidated Schedule of Investments — (Continued)~~

~~December 31, 2021~~

~~(Amounts in thousands, except share amounts)~~


		December 31, 2020 Value		Gross Additions (b)		Gross Reductions (c)		Amount of Realized Gain (Loss)		Amount of Unrealized Gain (Loss)		December 31, 2021 Value		Amount of Interest or Dividends Credited to Income(d)
Portfolio Company	Type of Investment(a)
Banff Partners LP	10% Partnership Interest	$	—	$	12,646	$	—	$	—	$	213	$	12,859	$	—
		—		12,646		—		—		213		12,859		—

Eclipse Business Capital, LLC (e)	Second Lien Senior Secured Term Loan (7.5% Cash)	—		2,225		—		—		116		2,341		90
	Revolver (LIBOR + 7.25%)	—		835		—		—		63		898		22
	LLC Units (44,197,541 units)	—		44,396		—		—		1,393		45,789		1,770
		—		47,456		—		—		1,572		49,028		1,882

Thompson Rivers LLC	6.5% Member Interest	—		32,287		—		—		2,606		$	34,893	2,621
		—		32,287		—		—		2,606		34,893		2,621

Waccamaw River LLC	20% Member Interest	—		13,756		—		—		(255)		$	13,501	280
		—		13,756		—		—		(255)		13,501		280

Total Affiliate Investments		$	—	$	106,145	$	—	$	—	$	4,136	$	110,281	$	4,783

(a) Eclipse Business Capital, LLC, Thompson Rivers LLC and Waccamaw River LLC equity investments are income producing. All other equity and any equity-linked investments are non-income producing.

(b) Gross additions include increases in the cost basis of investments resulting from new investments and follow-on investments.

(c) Gross reductions include decreases in the total cost basis of investments resulting from principal repayments or sales.

(d) Represents the total amount of interest, fees or dividends credited to income for the portion of the year an investment was included in the Affiliate category.

(e) The fair value of the investment was determined using significant unobservable inputs.

(5)Some or all of the investment is or will be encumbered as security for the Company's senior secured revolving credit facility with ING Capital LLC (as amended, the "ING Credit Facility").

(6)The fair value of the investment was determined using significant unobservable inputs.

(7)Debt investment includes interest rate floor feature.

(8)The interest rate on these loans is subject to 1 Month LIBOR, which as of December 31, 2021 was 0.10125%.

(9)The interest rate on these loans is subject to 3 Month LIBOR, which as of December 31, 2021 was 0.20913%.

(10)The interest rate on these loans is subject to 6 Month LIBOR, which as of December 31, 2021 was 0.33875%.

(11)The interest rate on these loans is subject to 3 Month GBP LIBOR, which as of December 31, 2021 was 0.26225%.

(12)The interest rate on these loans is subject to 6 Month GBP LIBOR, which as of December 31, 2021 was 0.47363%.

(13)The interest rate on these loans is subject to 3 Month EURIBOR, which as of December 31, 2021 was -0.58300%.

(14)The interest rate on these loans is subject to 6 Month EURIBOR, which as of December 31, 2021 was -0.54600%.

Barings Capital Investment Corporation

Consolidated Schedule of Investments — (Continued)

December 31, 2021

(Amounts in thousands, except share amounts)

(15)The interest rate on these loans is subject to 3 Month SONIA, which as of December 31, 2021 was 0.33830%.

(16)The interest rate on these loans is subject to 6 Month SONIA, which as of December 31, 2021 was 0.49870%.

(17)The interest rate on these loans is subject to 1 Month BBSY, which as of December 31, 2021 was 0.01500%.

(18)The interest rate on these loans is subject to 3 Month BBSY, which as of December 31, 2021 was 0.06770%.

(19)The interest rate on these loans is subject to 3 Month CDOR, which as of December 31, 2021 was 0.51750%.

(20)The interest rate on these loans is subject to 3 Month SOFR, which as of December 31, 2021 was 0.09125%.

(21)The interest rate on these loans is subject to 6 Month SOFR, which as of December 31, 2021 was 0.19947%.

See accompanying notes.

3539

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements

1. ORGANIZATION, BUSINESS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and Business

The Company was formed on February 20, 2020 as a Maryland limited liability company and converted to a Maryland corporation on April 28, 2020. On July 13, 2020, the Company commenced operations and made its first portfolio company investment. The Company is an externally managed, non-diversified closed-end management investment company that has elected to be regulated as a business development company (“BDC”) under the 1940 Act. In addition, the Company has elected to be treated and intends to qualify annually as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”).

Description of Business

The Company is a financial services company that primarily lends to and invests in senior secured private debt investments in well-established middle-market businesses that operate across a wide range of industries. The Company is externally managed by Barings, an investment adviser that is registered with the Securities and Exchange Commission (the “SEC”) under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). The Adviser, a wholly-owned subsidiary of Massachusetts Mutual Life Insurance Company (“MassMutual”), is a leading global asset management firm, with ~~$371.7~~$349.8 billion in assets under management as of ~~March 31,~~June 30, 2022.

Basis of Presentation

The financial statements of the Company include the accounts of Barings Capital Investment Corporation and its wholly-owned subsidiaries. The effects of all intercompany transactions between the Company and its wholly-owned subsidiaries have been eliminated in consolidation. The Company is an investment company and, therefore, applies the specialized accounting and reporting guidance in Accounting Standards Codification ("ASC") Topic 946, Financial Services – Investment Companies. ASC Topic 946 states that consolidation by the Company of an investee that is not an investment company is not appropriate, except when the Company holds a controlling interest in an operating company that provides all or substantially all of its services directly to the Company or to its portfolio companies. None of the portfolio investments made by the Company qualify for this exception. Therefore, the Company’s investment portfolio is carried on the Unaudited and Audited Consolidated Balance Sheets at fair value, as discussed further in Note 3 – Investments, with any adjustments to fair value recognized as “Net unrealized appreciation (depreciation)” on the Unaudited Consolidated Statement of Operations.

The accompanying unaudited consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States ("U.S. GAAP") for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Articles 6, 10 and 12 of Regulation S-X. Accordingly, certain disclosures accompanying annual consolidated financial statements prepared in accordance with U.S. GAAP are omitted. In the opinion of management, all adjustments, consisting solely of normal recurring adjustments necessary for the fair presentation of financial statements for the interim period, have been reflected in the unaudited consolidated financial statements. The current period’s results of operations are not necessarily indicative of results that ultimately may be achieved for the full fiscal year. Additionally, the unaudited consolidated financial statements and accompanying notes should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2021. Financial statements prepared on a U.S. GAAP basis require management to make estimates and assumptions that affect the amounts and disclosures reported in the unaudited consolidated financial statements and accompanying notes. Such estimates and assumptions could change in the future as more information becomes known, which could impact the amounts reported and disclosed herein.

Recently Issued Accounting Standards

In March 2020, the FASB issued Accounting Standards Update, 2020-04, Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”). The amendments in ASU 2020-04 provide optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. ASU 2020-04 is effective for all entities as of March 12, 2020 through December 31, 2022. The Company is currently evaluating the impact of adopting ASU 2020-04 on its consolidated financial statements.

3640

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)

2. AGREEMENTS AND RELATED PARTY TRANSACTIONS

Investment Advisory Agreement

On June 24, 2020, the Company entered into an investment advisory agreement (the "Advisory Agreement")

with the Adviser. Pursuant to the Advisory Agreement, the Adviser manages the Company’s day-to-day operations and provides the Company with investment advisory services. Among other things, the Adviser (i) determines the composition of the portfolio of the Company, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identifies, evaluates and negotiates the structure of the investments made by the Company; (iii) executes, closes, services and monitors the investments that the Company makes; (iv) determines the securities and other assets that the Company will purchase, retain or sell; (v) performs due diligence on prospective portfolio companies and (vi) provides the Company with such other investment advisory, research and related services as the Company may, from time to time, reasonably require for the investment of its funds.

The Advisory Agreement provides that, absent fraud, willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of the reckless disregard of its duties and obligations, the Adviser, and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with the Adviser (collectively, the “IA Indemnified Parties”), are entitled to indemnification from the Company for any damages, liabilities, costs, demands, charges, claims and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) incurred by the IA Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Company or its security holders) arising out of any actions or omissions or otherwise based upon the performance of any of the Adviser’s duties or obligations under the Advisory Agreement or otherwise as an investment adviser of the Company. The Adviser’s services under the Advisory Agreement are not exclusive, and the Adviser is generally free to furnish similar services to other entities so long as its performance under the Advisory Agreement is not adversely affected.

The Adviser has retained its indirect, wholly-owned subsidiary, Baring International Investment Limited (“BIIL”), as a sub-adviser to manage European investments for the Company. BIIL is an investment adviser registered with the SEC in the United States and the Financial Conduct Authority in the United Kingdom with its principal office located in London, England. As of ~~March 31,~~June 30, 2022, BIIL had approximately ~~£14.5~~£16.7 billion in assets under management.

Under the Advisory Agreement, the Company pays the Adviser (i) a base management fee (the “Base Management Fee”) and (ii) an incentive fee (the “Incentive Fee”) as compensation for the investment advisory and management services it provides the Company thereunder.

Base Management Fee

The Base Management Fee is calculated at an annual rate of 0.15% of the Company’s gross assets, including assets purchased with borrowed funds or other forms of leverage but excluding (i) cash and cash equivalents (as defined below) and (ii) net unsettled purchases and sales of investments. For services rendered under the Advisory Agreement, the Base Management Fee is payable quarterly in arrears. The Base Management Fee is calculated based on the average value of the Company’s gross assets at the end of the two most recently completed calendar quarters (including the quarter for which such fees are being calculated) and appropriately adjusted for any share issuances or repurchases during the quarter. For the Company’s first quarter, the Base Management Fee was calculated based on the value of the Company’s gross assets as of such quarter-end. The Base Management Fee for any partial quarter is appropriately pro-rated. For purposes of the Advisory Agreement, “cash equivalents” means U.S. government securities, money market fund investments, commercial paper instruments and other similar cash equivalent investments maturing within one year of purchase.

For the three and six months ended ~~March 31,~~June 30, 2022, ~~and 2021,~~ the Base Management Fee determined in accordance with the terms of the Advisory Agreement was approximately $0.4 million and $0.8 million, respectively. For the three and six months ended June 30, 2021, the Base Management Fee determined in accordance with the terms of the Advisory Agreement was approximately $0.1 million and $0.2 million, respectively. As of ~~March 31,~~June 30, 2022, the Base Management Fee of $0.4 million for the three months ended ~~March 31,~~June 30, 2022 was unpaid and included in “Base management fees payable” in the accompanying Unaudited Consolidated Balance Sheet. As of December 31, 2021, the Base Management Fee of $0.3 million for the three months ended December 31, 2021 was unpaid and included in “Base management fees payable” in the accompanying Consolidated Balance Sheet.

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)

The Incentive Fee

The Incentive Fee consists of two parts: (i) an incentive fee based on pre-incentive fee net investment income (the “Income-Based Fee”) and (ii) an incentive fee based on capital gains (the “Capital Gains Fee”), which are described in more detail below.

~~Barings Capital Investment Corporation~~

~~Notes to Unaudited Consolidated Financial Statements — (Continued)~~

Income-Based Fee

The Income-Based Fee is payable quarterly in arrears to the extent the Company’s Pre-Incentive Fee Net Investment Income (as defined below) for the most recently completed calendar quarter divided by the Company’s net assets as of the end of such calendar quarter (defined as total assets less indebtedness and before taking into account any Income-Based Fees and Capital Gains Fees payable during the calendar quarter, and appropriately adjusted for any share issuances or repurchases during the calendar quarter) (the “PIFNII Return”) exceeds the Hurdle Rate (as defined below) and is an amount less than or equal to the Incentive Fee Cap (as defined below). The Income-Based Fee is calculated as follows:

(a) No Income-Based Fee in any calendar quarter in which the PIFNII Return does not exceed the Hurdle Rate;

(b) 25% of Pre-Incentive Fee Net Investment Income with respect to that portion of the PIFNII Return that exceeds the Hurdle Rate but is less than or equal to the Catch-Up Hurdle Rate (as defined below) for such calendar quarter, which is referred to as the “Catch-Up”. The Catch-Up is intended to provide the Adviser with an Income-Based Fee equal to 12.5% of all of our Pre-Incentive Fee Net Investment Income if the Company’s PIFNII Return equals or exceeds the quarterly Catch-Up Hurdle Rate in any calendar quarter; plus

(c) 12.5% of all Pre-Incentive Fee Net Investment Income with respect to that portion of the PIFNII Return that exceeds the Catch-Up Hurdle Rate.

The Income-Based Fee paid to the Adviser is subject to the Incentive Fee Cap.

(a) In any quarter that the Incentive Fee Cap is zero or a negative value, the Company pays no Income-Based Fee to the Adviser for such quarter.

(b) In any quarter that the Incentive Fee Cap for such quarter is a positive value but is less than the Income-Based Fee that is payable to the Adviser for such quarter (before giving effect to the Incentive Fee Cap), the Company pays an Income-Based Fee to the Adviser equal to the Incentive Fee Cap for such quarter.

(c) In any quarter that the Incentive Fee Cap for such quarter is equal to or greater than the Income-Based Fee that is payable to the Adviser for such quarter (before giving effect to the Incentive Fee Cap), the Company pays an Income-Based Fee to the Adviser equal to the Income-Based Fee calculated as described above for such quarter without regard to the Incentive Fee Cap.

For purposes of the calculation of the Income-Based Fee, the following terms have the following meaning:

• “Hurdle Rate” for any calendar quarter means one fourth of the average daily Floating Rate over the applicable quarter.

• “Floating Rate” means, initially, the three-month LIBOR; provided that if a Floating Rate Transition Event and its related Floating Rate Replacement Date have occurred with respect to LIBOR, then “Floating Rate” means the Replacement Rate. In the event that the Floating Rate is a negative value, then the Floating Rate shall be zero.

• “Floating Rate Transition Event” means the occurrence of one or more of the following events with respect to the Floating Rate:

1. a public statement or publication of information by or on behalf of the administrator of the Floating Rate announcing that the administrator has ceased or will cease to provide the Floating Rate permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Floating Rate;

2. a public statement or publication of information by the regulatory supervisor for the administrator of the Floating Rate, the central bank for the currency of the Floating Rate, an insolvency official with jurisdiction over the administrator for the Floating Rate, a resolution authority with jurisdiction over the administrator for the Floating Rate or a court or an entity with similar insolvency or resolution authority over the administrator for the Floating Rate, which states that the administrator of the Floating Rate has ceased or

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)

will cease to provide the Floating Rate permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Floating Rate; or

3. a public statement or publication of information by the regulatory supervisor for the administrator of the Floating Rate announcing that the Floating Rate is no longer representative.

~~Barings Capital Investment Corporation~~

~~Notes to Unaudited Consolidated Financial Statements — (Continued)~~

• “Floating Rate Replacement Date” means:

1. in the case of clause (1) or (2) of the definition of “Floating Rate Transition Event,” the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of the relevant Floating Rate permanently or indefinitely ceases to provide such Floating Rate; or

2. in the case of clause (3) of the definition of “Floating Rate Transition Event,” the date of the public statement or publication of information.

• “Replacement Rate” means the first alternative set forth in the order below that can be determined as of the Floating Rate Replacement Date.

1. the sum of: (a) Term SOFR and (b) the Benchmark Replacement Adjustment; and

2. the sum of: (a) Compounded SOFR and (b) the applicable Benchmark Replacement Adjustment.

If a Replacement Rate is selected pursuant to clause (2) above, then each calendar quarter following such selection, if a redetermination of the Replacement Rate on such date would result in the selection of a Replacement Rate under clause (1) above, then (x) the Replacement Rate shall be redetermined on such date utilizing Term SOFR and (y) such redetermined Replacement Rate shall become the Floating Rate on or after such date. If redetermination of the Replacement Rate on such date as described in the preceding sentence would not result in the selection of a Replacement Rate under clause (1), then the Floating Rate shall remain the Replacement Rate as previously determined pursuant to clause (2) above.

• “Term SOFR” means the forward-looking term rate for the applicable Corresponding Tenor based on SOFR that has been selected or recommended by the Relevant Governmental Body.

• “Compounded SOFR” means the compounded average of SOFR for the applicable Corresponding Tenor, with the rate, or methodology for this rate, and conventions for this rate (which, for example, may be compounded in arrears with a lookback and/or suspension period as a mechanism to determine the interest amount payable for the applicable calendar quarter or compounded in advance) being established in accordance with the rate, or methodology for this rate, and conventions for this rate selected or recommended by the Relevant Governmental Body for determining compounded SOFR.

• “SOFR” means with respect to any day means the Secured Overnight Financing Rate published for such day by the Federal Reserve Bank of New York, as the administrator of the benchmark, (or a successor administrator) on the Federal Reserve Bank of New York’s Website.

• “Corresponding Tenor” with respect to a Replacement Rate means a tenor (or observation period) having approximately the same length (disregarding business day adjustment) as the applicable tenor (or observation period) for the then-current Floating Rate.

• “Benchmark Replacement Adjustment” means the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected or recommended by the Relevant Governmental Body for the transition to the applicable Floating Rate.

• “Relevant Governmental Body” means the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto.

• “Catch-Up Hurdle Rate” for any calendar quarter means a rate that is equal to 200% of the Hurdle Rate.

• “Incentive Fee Cap” means for any calendar quarter an amount equal to (a) 12.5% of the Cumulative Net Return (as defined below) minus (b) the aggregate Income-Based Fee that was paid in respect of the period ending with the calendar quarter immediately preceding the most recently completed calendar quarter (or the portion thereof) included in the period for calculation of the Cumulative Net Return.

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)

• “Cumulative Net Return” means (x) the aggregate Pre-Incentive Fee Net Investment Income in respect of either (i) the trailing twelve calendar quarters ending with the calendar quarter in which the Income-Based Fee is calculated or (ii) prior to the end of the twelfth calendar quarter after the effective date of the Advisory Agreement, the period from the effective date of the Advisory Agreement through the last day of the calendar quarter for which the

~~Barings Capital Investment Corporation~~

~~Notes to Unaudited Consolidated Financial Statements — (Continued)~~

Income-Based Fee is calculated minus (y) any Net Capital Loss (as defined below), if any, in respect of the relevant period.

• “Net Capital Loss” in respect of a particular period means the difference, if positive, between (i) aggregate capital losses, whether realized or unrealized, in such period and (ii) aggregate capital gains, whether realized or unrealized, in such period.

• “Pre-Incentive Fee Net Investment Income” in respect of a period means interest income, dividend income and any other income (including 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 operating expenses for the quarter (including the Base Management Fee, any expenses payable under the administration agreement between the Company and the Adviser (the “Administration Agreement”), and any interest expense and dividends paid on any outstanding preferred stock, but excluding the incentive fee). Pre-Incentive Fee Net Investment Income includes, in the case of investments with a deferred interest feature such as market discount, original issue discount (OID), debt instruments with payment-in-kind (PIK) interest, preferred stock with PIK dividends and zero-coupon securities, accrued income that the Company has not yet received in cash.

Capital Gains Fee

The Capital Gains Fee is determined and payable in arrears as of the end of each calendar year (or upon a liquidity event or a termination of the Advisory Agreement), and will equal 12.5% of the Company’s realized capital gains, if any, on a cumulative basis from inception through the end of the calendar year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid Capital Gains Fees. If such amount is zero or negative, then no Capital Gains Fee is payable for such year.

While the Advisory Agreement neither includes nor contemplates the inclusion of unrealized gains in the calculation of the capital gains incentive fee, as required by U.S. GAAP, the Company accrues capital gains incentive fees on unrealized gains. This accrual reflects the incentive fees that would be payable to the Adviser if the Company’s entire investment portfolio was liquidated at its fair value as of the balance sheet date even though the Adviser is not entitled to an incentive fee with respect to unrealized gains unless and until such gains are actually realized. There can be no assurance that such unrealized capital appreciation will be realized in the future.

For the three and six months ended ~~March 31,~~June 30, 2022, the Income-Based Fee determined in accordance with the terms of the Advisory Agreement was $2.1 million and $3.9 million, respectively. For the three and six months ended June 30, 2021, the Income-Based Fee determined in accordance with the terms of the Advisory Agreement was ~~$1.8~~$0.7 million and ~~$0.4~~$1.1 million, respectively. As of ~~March 31,~~June 30, 2022, the Income-Based Fee of ~~$1.8~~$2.1 million for the three months ended ~~March 31,~~June 30, 2022 was unpaid and included in “Incentive management fees payable” in the accompanying Unaudited Consolidated Balance Sheet. As of December 31, 2021, the Incentive-Based Fee of $1.5 million for the three months ended December 31, 2021 was unpaid and included in “Incentive management fees payable” in the accompanying Consolidated Balance Sheet.

For ~~both~~ the three and six months ended ~~March 31,~~June 30, 2022, the Company reduced the Capital Gains Fee accrual by $1.7 million and $1.1 million, respectively. For the three and six months ended June 30, 2021, the Company accrued ~~$0.5~~$0.2 million and $0.7 million, respectively, of Capital Gains Fee. As of ~~March 31,~~June 30, 2022, the Capital Gains Fee of ~~$2.6~~$1.0 million accrued since inception was unpaid and included in “Incentive management fees payable” in the accompanying Unaudited Consolidated Balance Sheet. As of December 31, 2021, the Capital Gains Fee of $2.1 million accrued since inception was unpaid and included in “Incentive management fees payable” in the accompanying Consolidated Balance Sheet.

The Advisory Agreement ~~has~~had an initial term of two years. Thereafter, it shall continue automatically for successive one-year periods, provided that such continuance is specifically approved at least annually by (i) the vote of the Board, or by the vote of a majority of the outstanding voting securities of the Company and (ii) the vote of a majority of the directors who are not "interested persons" as defined in Section 2(a)(19) of the 1940 Act. The Advisory Agreement’s continuance was approved for an additional annual term by a vote of the Board at its meeting held on May 5, 2022. The Advisory Agreement may be terminated at any time, without the payment of any penalty, upon 60 days’ written notice, (i) by the vote of a majority of the outstanding voting securities of the Company or (ii) by the vote of the Board, or (iii) by the Adviser upon 90 days' written notice. The Advisory Agreement will automatically terminate in the event of its “assignment” (as such term is defined for purposes of Section 15(a)(4) of the 1940 Act).

4044

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)

Administration Agreement

On June 24, 2020, the Company entered into the Administration Agreement with the Adviser. Under the terms of the Administration Agreement, the Adviser also provides the administrative services necessary for the Company to operate (in such capacity, the “Administrator”), including, but not limited to, office facilities, equipment, clerical, bookkeeping and record-keeping services at such office facilities and such other services as the Administrator, subject to review by the Board, from time to time, determines to be necessary or useful to perform its obligations under the Administration Agreement. The Administrator also, on behalf of the Company and subject to the Board’s approval, arranges for the services of, and oversees, custodians, depositories, transfer agents, dividend disbursing agents, other stockholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable.

The Company reimburses Barings for the costs and expenses incurred by it in performing its obligations and providing personnel and facilities under the Administration Agreement in an amount negotiated and mutually agreed to by the Company and Barings quarterly in arrears. In no event will the agreed-upon quarterly expense amount exceed the amount of expenses that would otherwise be reimbursable by the Company under the Administration Agreement for the applicable quarterly period, and Barings will not be entitled to the recoupment of any amounts in excess of the agreed-upon quarterly expense amount.

The costs and expenses incurred by the Administrator on behalf of the Company under the Administration Agreement include, but are not limited to:

• the allocable portion of the Administrator’s rent for the Company’s Chief Financial Officer and the Chief Compliance Officer and their respective staffs, which is based upon the allocable portion of the usage thereof by such personnel in connection with their performance of administrative services under the Administration Agreement;

• the allocable portion of the salaries, bonuses, benefits and expenses of the Company’s Chief Financial Officer and Chief Compliance Officer and their respective staffs, which is based upon the allocable portion of the time spent by such personnel in connection with performing administrative services for the Company under the Administration Agreement;

• the actual cost of goods and services used for the Company and obtained by the Administrator from entities not affiliated with the Company, which is reasonably allocated to the Company on the basis of assets, revenues, time records or other method conforming with generally accepted accounting principles;

• all fees, costs and expenses associated with the engagement of a sub-administrator, if any; and

• costs associated with (a) the monitoring and preparation of regulatory reporting, including filings with the SEC and tax reporting, (b) the coordination and oversight of service provider activities and the direct cost of such contractual matters related thereto and (c) the preparation of all financial statements and the coordination and oversight of audits, regulatory inquiries, certifications and sub-certifications.

For the three and six months ended ~~March 31,~~June 30, 2022, ~~and 2021,~~ the Company incurred and was invoiced by the Administrator expenses of approximately $0.3 million and $0.7 million, respectively. For the three and six months ended June 30, 2021, the Company incurred and was invoiced by the Administrator expenses of approximately $0.2 million and $0.4 million, respectively. As of ~~March 31,~~June 30, 2022, the administrative expenses of $0.3 million incurred during the three months ended ~~March 31,~~June 30, 2022 were unpaid and included in “Administrative fees payable” in the accompanying Unaudited Consolidated Balance Sheet. As of December 31, 2021, the administrative expenses of $0.2 million incurred during the three months ended December 31, 2021 were unpaid and included in “Administrative fees payable” in the accompanying Consolidated Balance Sheet.

The Administration Agreement ~~has~~had an initial term of two years and thereafter will continue automatically for successive one-year periods so long as such continuance is specifically approved at least annually by the Board, including a majority of the directors who are not “interested persons” as defined in Section 2(a)(19) of the 1940 Act. The Administration Agreement’s continuance was approved for an additional annual term by a vote of the Board at its meeting held on May 5, 2022. The Administration Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board, or by the Adviser, upon 90 days’ written notice to the other party. The Administration Agreement may not be assigned by a party without the consent of the other party.

4145

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)

3. INVESTMENTS

Portfolio Composition

The Company predominately invests in senior secured private debt investments in well-established middle-market businesses that operate across a wide range of industries, as well as syndicated senior secured loans, structured product investments, bonds and other fixed income securities. Structured product investments include collateralized loan obligations and asset-backed securities. The Adviser’s existing SEC co-investment exemptive relief under the 1940 Act permits the Company and the Adviser’s affiliated private funds and SEC regulated funds to co-invest in loans originated by the Adviser, which allows the Adviser to efficiently implement its senior secured private debt investment strategy for the Company.

The cost basis of the Company’s debt investments includes any unamortized purchased premium or discount, unamortized loan origination fees and PIK interest, if any. Summaries of the composition of the Company’s investment portfolio at cost and fair value, and as a percentage of total investments and net assets, are shown in the following tables:


($ in thousands)	($ in thousands)	Cost		Percentage of Total Portfolio		Fair Value		Percentage of Total Portfolio		Percentage of Total Net Assets		($ in thousands)	Cost		Percentage of Total Portfolio		Fair Value		Percentage of Total Portfolio		Percentage of Total Net Assets
March 31, 2022:
June 30, 2022:												June 30, 2022:
Senior debt and 1st lien notes	Senior debt and 1st lien notes	$	747,135	74	%	$	744,891	73	%	122	%	Senior debt and 1st lien notes	$	841,181	73	%	$	819,911	72	%	136	%
Subordinated debt and 2nd lien notes	Subordinated debt and 2nd lien notes	97,176		10		97,269		9		16		Subordinated debt and 2nd lien notes	123,513		11		120,916		11		20
Structured products	Structured products	29,002		3		29,455		3		5		Structured products	30,266		3		29,314		3		5
Equity shares	Equity shares	63,421		6		79,197		8		13		Equity shares	78,385		7		92,633		8		15
Equity warrants	Equity warrants	68		—		56		—		—		Equity warrants	68		—		38		—		—
Investments in joint ventures	Investments in joint ventures	67,420		7		66,297		7		11		Investments in joint ventures	65,889		6		62,289		6		10

		$	1,004,222	100	%	$	1,017,165	100	%	167	%		$	1,139,302	100	%	$	1,125,101	100	%	186	%


($ in thousands)	Cost		Percentage of Total Portfolio		Fair Value		Percentage of Total Portfolio		Percentage of Total Net Assets
December 31, 2021:
Senior debt and 1st lien notes	$	618,911	72	%	$	620,928	72	%	128	%
Subordinated debt and 2nd lien notes	91,067		11		92,297		11		19
Structured products	29,477		3		30,900		3		6
Equity shares	56,431		7		59,601		7		12
Equity warrants	68		—		163		—		—
Investments in joint ventures	58,689		7		61,253		7		13

	$	854,643	100	%	$	865,142	100	%	178	%

During the three months ended ~~March 31,~~June 30, 2022, the Company 21made 24 new investments totaling ~~$127.8~~$96.5 million, made investments in existing portfolio companies totaling ~~$15.9~~$67.8 million and made additional investments in joint venture equity portfolio companies totaling ~~$8.7~~$2.1 million. During the ~~three~~six months ended ~~March 31, 2021,~~June 30, 2022, the Company made 1845 new investments totaling ~~$126.0~~$237.0 million, made investments in existing portfolio companies totaling ~~$12.6~~$71.0 million and made aadditional investments in joint venture equity portfolio companies totaling $10.8 million.

During the six months ended June 30, 2021, the Company made 43 new investments totaling $335.5 million, made investments in existing portfolio companies totaling $18.7 million and made new joint venture equity investments totaling $48.2 million.

4246

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)

Industry Composition

The industry composition of investments at fair value at ~~March 31,~~June 30, 2022 and December 31, 2021, excluding short-term investments, was as follows:


($ in thousands)	($ in thousands)	March 31, 2022				December 31, 2021				($ in thousands)	June 30, 2022				December 31, 2021
Aerospace and Defense	Aerospace and Defense	$	48,258	4.7	%	$	48,271	5.6	%			Aerospace and Defense	$	56,911	5.1	%	$	48,271	5.6	%
Automotive	Automotive	16,258		1.6		11,826		1.4				Automotive	18,817		1.7		11,826		1.4
Banking, Finance, Insurance and Real Estate	Banking, Finance, Insurance and Real Estate	115,848		11.4		99,003		11.5				Banking, Finance, Insurance and Real Estate	122,770		10.9		99,003		11.5
Beverage, Food and Tobacco	Beverage, Food and Tobacco	43,299		4.2		42,795		4.9				Beverage, Food and Tobacco	41,189		3.7		42,795		4.9
Capital Equipment	Capital Equipment	24,052		2.4		17,630		2.0				Capital Equipment	26,767		2.4		17,630		2.0
Chemicals, Plastics, and Rubber	Chemicals, Plastics, and Rubber	24,863		2.4		19,202		2.2				Chemicals, Plastics, and Rubber	29,306		2.6		19,202		2.2
Construction and Building	Construction and Building	9,899		1.0		9,073		1.1				Construction and Building	10,338		0.9		9,073		1.1
Consumer Goods: Durable	Consumer Goods: Durable	20,121		2.0		12,478		1.4				Consumer Goods: Durable	19,416		1.7		12,478		1.4
Consumer Goods: Non-durable	Consumer Goods: Non-durable	9,342		0.9		9,207		1.1				Consumer Goods: Non-durable	8,935		0.8		9,207		1.1
Containers, Packaging and Glass	Containers, Packaging and Glass	21,950		2.2		8,150		0.9				Containers, Packaging and Glass	30,414		2.7		8,150		0.9

Energy: Oil and Gas	Energy: Oil and Gas	3,030		0.3		3,146		0.4				Energy: Oil and Gas	2,655		0.2		3,146		0.4
Environmental Industries	Environmental Industries	7,865		0.8		7,906		0.9				Environmental Industries	7,778		0.7		7,906		0.9
Healthcare and Pharmaceuticals	Healthcare and Pharmaceuticals	78,863		7.7		53,681		6.2				Healthcare and Pharmaceuticals	94,523		8.4		53,681		6.2
High Tech Industries	High Tech Industries	80,396		7.9		63,862		7.4				High Tech Industries	100,330		8.9		63,862		7.4
Hotel, Gaming and Leisure	Hotel, Gaming and Leisure	24,233		2.4		24,216		2.8				Hotel, Gaming and Leisure	22,234		2.0		24,216		2.8
Investment Funds and Vehicles	Investment Funds and Vehicles	66,297		6.5		61,253		7.1				Investment Funds and Vehicles	62,289		5.5		61,253		7.1
Media: Advertising, Printing and Publishing	Media: Advertising, Printing and Publishing	9,201		0.9		8,860		1.0				Media: Advertising, Printing and Publishing	4,801		0.4		8,860		1.0
Media: Broadcasting and Subscription	Media: Broadcasting and Subscription	5,304		0.5		5,312		0.6				Media: Broadcasting and Subscription	6,724		0.6		5,312		0.6
Media: Diversified and Production	Media: Diversified and Production	14,189		1.4		14,157		1.6				Media: Diversified and Production	21,926		1.9		14,157		1.6

Metals and Mining												Metals and Mining	9,900		0.9		—		—	%

Services: Business	Services: Business	240,811		23.7		194,120		22.4				Services: Business	244,966		21.8		194,120		22.4
Services: Consumer	Services: Consumer	55,338		5.4		53,624		6.2				Services: Consumer	55,125		4.9		53,624		6.2
Structured Products	Structured Products	20,054		2.0		21,144		2.4				Structured Products	15,842		1.4		21,144		2.4
Telecommunications	Telecommunications	11,943		1.2		11,965		1.4				Telecommunications	31,895		2.8		11,965		1.4
Transportation: Cargo	Transportation: Cargo	61,004		6.0		59,400		6.9				Transportation: Cargo	74,676		6.6		59,400		6.9
Transportation: Consumer	Transportation: Consumer	4,052		0.4		4,164		0.5				Transportation: Consumer	3,870		0.4		4,164		0.5
Utilities: Electric	Utilities: Electric	695		0.1		697		0.1				Utilities: Electric	704		0.1		697		0.1

Total	Total	$	1,017,165	100.0	%	$	865,142	100.0	%			Total	$	1,125,101	100.0	%	$	865,142	100.0	%

Banff Partners LP

On February 18, 2021, the Company established a joint venture, Banff Partners LP ("Banff"), with a controlled affiliate of Alberta Investment Management Corporation to invest in senior secured, middle-market, private debt investments, syndicated senior secured loans and structured product investments. During the ~~three~~six months ended ~~March 31,~~June 30, 2022, the Company contributed $2.0 million of capital and held a 10.0% partnership interest in Banff. As of ~~March 31,~~June 30, 2022, the cost and fair value of the Company's investment in Banff was $14.6 million and ~~$15.0~~$15.2 million, respectively.

4347

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)

The total value of Banff’s investment portfolio was ~~$131.5~~$117.1 million as of ~~March 31,~~June 30, 2022, as compared to $132.2 million as of December 31, 2021. As of ~~March 31,~~June 30, 2022, Banff’s investments had an aggregate cost of ~~$135.1~~$126.1 million, as compared to $133.7 million as of December 31, 2021. As of ~~March 31,~~June 30, 2022 and December 31, 2021, the Banff investment portfolio consisted of the following investments:


($ in thousands)	($ in thousands)	Cost		Percentage of Total Portfolio		Fair Value		Percentage of Total Portfolio		($ in thousands)	Cost		Percentage of Total Portfolio		Fair Value		Percentage of Total Portfolio
March 31, 2022:
June 30, 2022:										June 30, 2022:
Senior debt and 1st lien notes	Senior debt and 1st lien notes	$	131,197	97	%	$	127,595	97	%	Senior debt and 1st lien notes	$	122,197	97	%	$	113,161	97	%
Subordinated debt and 2nd lien notes	Subordinated debt and 2nd lien notes	3,897		3		3,929		3		Subordinated debt and 2nd lien notes	3,900		3		3,938		3

		$	135,094	100	%	$	131,524	100	%		$	126,097	100	%	$	117,099	100	%
December 31, 2021:	December 31, 2021:									December 31, 2021:
Senior debt and 1st lien notes	Senior debt and 1st lien notes	$	129,777	97	%	$	128,231	97	%	Senior debt and 1st lien notes	$	129,777	97	%	$	128,231	97	%
Subordinated debt and 2nd lien notes	Subordinated debt and 2nd lien notes	3,894		3	%	4,000		3	%	Subordinated debt and 2nd lien notes	3,894		3	%	4,000		3	%

		$	133,671	100	%	$	132,231	100	%		$	133,671	100	%	$	132,231	100	%

As of both ~~March 31,~~June 30, 2022 and December 31, 2021, the weighted average yield on the principal amount of Banff’s outstanding debt investments was approximately ~~6.1%~~6.7%.

The industry composition of Banff’s investments at fair value at ~~March 31,~~June 30, 2022 and December 31, 2021, was as follows:


($ in thousands)	($ in thousands)	March 31, 2022				December 31, 2021				($ in thousands)	June 30, 2022				December 31, 2021
Aerospace and Defense	Aerospace and Defense	$	15,262	11.6	%	$	15,346	11.6	%	Aerospace and Defense	$	14,772	12.6	%	$	15,346	11.6	%

Banking, Finance, Insurance and Real Estate	Banking, Finance, Insurance and Real Estate	22,679		17.3		23,178		17.5		Banking, Finance, Insurance and Real Estate	21,121		18.1		23,178		17.5
Beverage, Food and Tobacco	Beverage, Food and Tobacco	5,801		4.4		6,114		4.6		Beverage, Food and Tobacco	5,903		5.0		6,114		4.6

Consumer Goods: Non-durable	Consumer Goods: Non-durable	6,368		4.8		6,422		4.9		Consumer Goods: Non-durable	5,929		5.0		6,422		4.9
Containers, Packaging and Glass	Containers, Packaging and Glass	5,750		4.4		5,705		4.3		Containers, Packaging and Glass	6,292		5.4		5,705		4.3

Healthcare and Pharmaceuticals	Healthcare and Pharmaceuticals	16,092		12.3		15,760		11.9		Healthcare and Pharmaceuticals	11,791		10.2		15,760		11.9
High Tech Industries	High Tech Industries	17,689		13.4		17,511		13.2		High Tech Industries	17,640		15.0		17,511		13.2

Media: Advertising, Printing and Publishing	Media: Advertising, Printing and Publishing	3,465		2.6		3,474		2.6		Media: Advertising, Printing and Publishing	—		—		3,474		2.6

Media: Diversified and Production	Media: Diversified and Production	2,434		1.9		2,498		1.9		Media: Diversified and Production	2,251		1.9		2,498		1.9

Services: Business	Services: Business	21,839		16.6		21,776		16.5		Services: Business	17,897		15.3		21,776		16.5
Services: Consumer	Services: Consumer	9,627		7.3		9,773		7.4		Services: Consumer	9,144		7.8		9,773		7.4

Telecommunications	Telecommunications	3,300		2.5		3,386		2.6		Telecommunications	3,051		2.6		3,386		2.6
Transportation: Cargo	Transportation: Cargo	1,218		0.9		1,288		1.0		Transportation: Cargo	1,308		1.1		1,288		1.0

Total	Total	$	131,524	100	%	$	132,231	100	%	Total	$	117,099	100	%	$	132,231	100	%

4448

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)

The geographic composition of Banff’s investments at fair value at ~~March 31,~~June 30, 2022 and December 31, 2021, was as follows:


($ in thousands)	($ in thousands)	March 31, 2022				December 31, 2021				($ in thousands)	June 30, 2022				December 31, 2021
Australia	Australia	$	6,572	5.0	%	$	6,426	4.9	%	Australia	$	2,456	2.1	%	$	6,426	4.9	%
Belgium	Belgium	5,801		4.4		6,114		4.6		Belgium	5,903		5.0		6,114		4.6
Canada	Canada	2,798		2.1		2,729		2.1		Canada	2,705		2.3		2,729		2.1
France	France	31,258		23.8		31,521		23.9		France	29,409		25.1		31,521		23.9
Germany	Germany	3,027		2.3		3,075		2.3		Germany	2,830		2.4		3,075		2.3
Netherlands	Netherlands	8,083		6.2		8,080		6.1		Netherlands	8,492		7.3		8,080		6.1
United Kingdom	United Kingdom	28,580		21.7		28,496		21.5		United Kingdom	26,443		22.6		28,496		21.5
USA	USA	45,405		34.5		45,790		34.6		USA	38,861		33.2		45,790		34.6
Total	Total	$	131,524	100	%	$	132,231	100	%	Total	$	117,099	100.0	%	$	132,231	100	%

The Company may sell portions of its investments via assignment to Banff. Since inception, as of both ~~March 31,~~June 30, 2022 and December 31, 2021, the Company had sold $143.0 million of its investments to Banff. For the three and six months ended ~~December 31,~~June 30, 2021, the Company realized a ~~loss~~gain on the sales of its investments to Banff of ~~$1.1 million.~~$0.2 million and $0.8 million, respectively. As of December 31, 2021, the Company had $39.9 million in unsettled receivables due from Banff that were included in "Receivable from unsettled transactions" in the accompanying Audited Consolidated Balance Sheet. The sale of the investments met the criteria set forth in ASC 860, Transfers and Servicing for treatment as a sale and satisfies the following conditions:

•Assigned investments have been isolated from the Company, and put presumptively beyond the reach of the Company and its creditors, even in bankruptcy or other receivership:

•each participant has the right to pledge or exchange the assigned investments it received, and no condition both constrains the participant from taking advantage of its right to pledge or exchange and provides more than a trivial benefit to the Company; and

•the Company, its consolidated affiliates or its agents do not maintain effective control over the assigned investments through either: (i) an agreement that entitles and/or obligates the Company to repurchase or redeem the assets before maturity, or (ii) the ability to unilaterally cause the holder to return specific assets, other than through a cleanup call.

The Company has determined that Banff is an investment company under ASC, Topic 946, Financial Services - Investment Companies, however, in accordance with such guidance, the Company will generally not consolidate its investment in a company other than a substantially wholly owned investment company subsidiary, which is an extension of the operations of the Company, or a controlled operating company whose business consists of providing services to the Company. The Company does not consolidate its interest in Banff as it is not a substantially wholly owned investment company subsidiary. In addition, Banff is not an operating company and the Company does not control Banff due to the allocation of voting rights among Banff members.

Thompson Rivers LLC

On April 28, 2020, Thompson Rivers LLC (“Thompson Rivers”) was formed as a Delaware limited liability company. Under Thompson Rivers’ current operating agreement, as amended to date, pursuant to which the Company became a party in June 2021, the Company has a capital commitment of $30.0 million of equity capital to Thompson Rivers, all of which has been funded as of ~~March 31,~~June 30, 2022. As of ~~March 31,~~June 30, 2022, aggregate commitments to Thompson Rivers by the Company and the other members under the current operating agreement total $450.0 million, all of which has been funded.

For the three and six months ended ~~March 31,~~June 30, 2022, Thompson Rivers declared ~~$20.0~~$69.4 million and $89.4 million in dividends, respectively, of which ~~$1.4~~$1.0 million and $2.3 million, respectively, was recognized as dividend income in the Company’s Unaudited Consolidated Statement of Operations. In addition, for both the three and six months ended June 30, 2022, $3.6 million was recognized as a return of capital.

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)

As of ~~March 31,~~June 30, 2022, Thompson Rivers had ~~$2.7~~$1.5 billion in Ginnie Mae early buyout loans and ~~$117.4~~$267.1 million in cash. As of December 31, 2021, Thompson Rivers had $3.1 billion in Ginnie Mae early buyout loans and $220.6 million in cash. As of ~~March 31,~~June 30, 2022, Thompson Rivers had ~~14,270~~8,676 outstanding loans with an average unpaid balance of $0.2 million and weighted average coupon of ~~3.9%~~4.0%. As of December 31, 2021, Thompson Rivers had 15,617 outstanding loans with an average unpaid balance of $0.2 million and weighted average coupon of 4.0%.

~~Barings Capital Investment Corporation~~

~~Notes to Unaudited Consolidated Financial Statements — (Continued)~~

As of ~~March 31,~~June 30, 2022 and December 31, 2021, the Thompson Rivers investment portfolio consisted of the following investments:


($ in thousands)	($ in thousands)	Cost		Percentage of Total Portfolio		Fair Value		Percentage of Total Portfolio		($ in thousands)	Cost		Percentage of Total Portfolio		Fair Value		Percentage of Total Portfolio
March 31, 2022:
June 30, 2022:										June 30, 2022:
Federal Housing Administration (“FHA”) loans	Federal Housing Administration (“FHA”) loans	$	2,399,678	90	%	$	2,381,614	90	%	Federal Housing Administration (“FHA”) loans	$	1,419,533	90	%	$	1,389,345	90	%
Veterans Affairs (“VA”) loans	Veterans Affairs (“VA”) loans	277,194		10		271,393		10		Veterans Affairs (“VA”) loans	155,498		10		150,594		10
		$	2,676,872	100	%	$	2,653,007	100	%		$	1,575,031	100	%	$	1,539,939	100	%
December 31, 2021:	December 31, 2021:									December 31, 2021:
Federal Housing Administration (“FHA”) loans	Federal Housing Administration (“FHA”) loans	$	2,799,869	93		$	2,839,495	93		Federal Housing Administration (“FHA”) loans	$	2,799,869	93		$	2,839,495	93
Veterans Affairs (“VA”) loans	Veterans Affairs (“VA”) loans	224,660		7		223,540		7		Veterans Affairs (“VA”) loans	224,660		7		223,540		7
		$	3,024,529	100	%	$	3,063,035	100	%		$	3,024,529	100	%	$	3,063,035	100	%

Thompson Rivers’ repurchase agreement with JPMorgan Chase Bank, which is non-recourse to the Company, had approximately ~~$572.4~~$396.6 million and $694.8 million outstanding as of ~~March 31,~~June 30, 2022 and December 31, 2021, respectively. Thompson Rivers’ repurchase agreement with Bank of America N.A., which is non-recourse to the Company, had approximately ~~$1,087.3~~$693.1 million and $1,245.2 million outstanding as of ~~March 31,~~June 30, 2022 and December 31, 2021, respectively. Thompson Rivers’ repurchase agreement with Barclays Bank, which is non-recourse to the Company, had approximately ~~$749.7~~$340.3 million and $933.1 million outstanding as of ~~March 31,~~June 30, 2022 and December 31, 2021, respectively.

The Company has determined that Thompson Rivers is an investment company under ASC, Topic 946, Financial Services - Investment Companies, however, in accordance with such guidance, the Company will generally not consolidate its investment in a company other than a substantially wholly owned investment company subsidiary, which is an extension of the operations of the Company, or a controlled operating company whose business consists of providing services to the Company. The Company does not consolidate its interest in Thompson Rivers as it is not a substantially wholly owned investment company subsidiary. In addition, Thompson Rivers is not an operating company and the Company does not control Thompson Rivers due to the allocation of voting rights among Thompson Rivers members.

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)

As of ~~March 31,~~June 30, 2022 and December 31, 2021, Thompson Rivers had the following contributed capital and unfunded commitments from its members:


($ in thousands)	($ in thousands)	As of March 31, 2022			As of December 31, 2021			($ in thousands)	As of June 30, 2022			As of December 31, 2021
Total contributed capital by Barings Capital Investment Corporation(1)	Total contributed capital by Barings Capital Investment Corporation(1)	$	32,318		$	32,287		Total contributed capital by Barings Capital Investment Corporation(1)	$	32,318		$	32,287
Total contributed capital by all members	Total contributed capital by all members	$	482,083	(2)	$	482,120	(3)	Total contributed capital by all members	$	482,083	(2)	$	482,120	(3)

Total unfunded commitments by Barings Capital Investment Corporation	Total unfunded commitments by Barings Capital Investment Corporation	$	—		$	—		Total unfunded commitments by Barings Capital Investment Corporation	$	—		$	—
Total unfunded commitments by all members	Total unfunded commitments by all members	$	—		$	—		Total unfunded commitments by all members	$	—		$	—

(1)Includes $2.3 million of dividend re-investments.

(2)Includes dividend re-investments of $32.1 million and $209.2 million of total contributed capital by related parties.

(3)Includes dividend re-investments of $32.1 million and $209.4 million of total contributed capital by related parties.

Waccamaw River LLC

On January 4, 2021, Waccamaw River LLC (“Waccamaw River”) was formed as a Delaware limited liability company. Under Waccamaw River’s current operating agreement, as amended to date, pursuant to which the Company became a party in May 2021, the Company has a capital commitment of $25.0 million of equity capital to Waccamaw River, of which approximately ~~$20.4~~$22.5 million (including approximately $1.7 million of recallable return of capital) has been funded as of ~~March 31,~~June 30, 2022. As of ~~March 31,~~June 30, 2022, aggregate commitments to Waccamaw River by the Company and the other members under the current operating agreement total $125.0 million, of which ~~$102.1~~$112.6 million (including $14.0 million of recallable return of capital) has been funded.

~~On March 31,~~For the three and six months ended June 30, 2022, Waccamaw River declared ~~$1.5~~$2.4 million and $3.9 million in dividends, respectively, of which ~~$0.3~~$0.5 million and $0.8 million, respectively, was recognized as dividend income in the Company’s Unaudited Consolidated Statement of Operations.

~~Barings Capital Investment Corporation~~

~~Notes to Unaudited Consolidated Financial Statements — (Continued)~~

As of ~~March 31,~~June 30, 2022, Waccamaw River had ~~$89.7~~$130.1 million in unsecured consumer loans and ~~$8.5~~$12.3 million in cash. As of December 31, 2021, Waccamaw River had $60.8 million in unsecured consumer loans and $4.9 million in cash. As of ~~March 31,~~June 30, 2022, Waccamaw River had ~~7,964~~11,626 outstanding loans with an average loan size of ~~$11,522,~~$11,488, remaining average life to maturity of ~~45.9~~45.4 months and weighted average interest rate of ~~10.9%~~11.0%. As of December 31, 2021, Waccamaw River had 5,500 outstanding loans with an average loan size of $11,280, remaining average life to maturity of 46.5 months and weighted average interest rate of 10.9%.

Waccamaw River's secured loan borrowing with JPMorgan Chase Bank, N.A., which is non-recourse to the Company, had approximately $37.1 million as of June 30, 2022.

The Company has determined that Waccamaw River is an investment company under ASC, Topic 946, Financial Services - Investment Companies, however, in accordance with such guidance, the Company will generally not consolidate its investment in a company other than a substantially wholly owned investment company subsidiary, which is an extension of the operations of the Company, or a controlled operating company whose business consists of providing services to the Company. The Company does not consolidate its interest in Waccamaw River as it is not a substantially wholly owned investment company subsidiary. In addition, Waccamaw River is not an operating company and the Company does not control Waccamaw River due to the allocation of voting rights among Waccamaw River members.

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)

As of ~~March 31,~~June 30, 2022 and December 31, 2021, Waccamaw River had the following contributed capital and unfunded commitments from its members:


($ in thousands)	($ in thousands)	As of March 31, 2022			As of December 31, 2021			($ in thousands)	As of June 30, 2022			As of December 31, 2021
Total contributed capital by Barings Capital Investment Corporation	Total contributed capital by Barings Capital Investment Corporation	$	22,150		$	15,450		Total contributed capital by Barings Capital Investment Corporation	$	24,250		$	15,450
Total contributed capital by all members	Total contributed capital by all members	$	116,120	(1)	$	82,620	(4)	Total contributed capital by all members	$	126,620	(1)	$	82,620	(4)

Total return of capital (recallable) by Barings Capital Investment Corporation	Total return of capital (recallable) by Barings Capital Investment Corporation	$	(1,730)		$	(1,730)		Total return of capital (recallable) by Barings Capital Investment Corporation	$	(1,730)		$	(1,730)
Total return of capital (recallable) by all members(2)	Total return of capital (recallable) by all members(2)	$	(14,020)		$	(14,020)		Total return of capital (recallable) by all members(2)	$	(14,020)		$	(14,020)

Total unfunded commitments by Barings Capital Investment Corporation	Total unfunded commitments by Barings Capital Investment Corporation	$	4,580		$	11,280		Total unfunded commitments by Barings Capital Investment Corporation	$	2,480		$	11,280
Total unfunded commitments by all members	Total unfunded commitments by all members	$	22,900	(3)	$	56,400	(5)	Total unfunded commitments by all members	$	12,400	(3)	$	56,400	(5)

(1)Includes ~~$71.8~~$78.1 million of total contributed capital by related parties.

(2)Includes ($10.6) million of total return of capital (recallable) by related parties.

(3)Includes ~~$13.7~~$7.4 million of unfunded commitments by related parties.

(4)Includes $51.7 million of total contributed capital by related parties.

(5)Includes $33.8 million of unfunded commitments by related parties.

~~Barings Capital Investment Corporation~~

~~Notes to Unaudited Consolidated Financial Statements — (Continued)~~

Eclipse Business Capital Holdings LLC

On July 8, 2021, the Company made an equity investment in Eclipse Business Capital Holdings LLC (“Eclipse”) of $44.4 million, a second lien senior secured loan of $2.2 million and unfunded revolver of $6.7 million, alongside other related party affiliates. As of ~~March 31,~~June 30, 2022 and December 31, 2021, ~~$1.3~~$3.5 million and $0.9 million, respectively, of the revolver was funded. Eclipse conducts its business through Eclipse Business Capital LLC. Eclipse is one of the country’s leading independent asset-based lending (“ABL”) platforms that provides financing to middle-market borrowers in the U.S. and Canada. Eclipse provides revolving lines of credit and term loans ranging in size from $10 – $125 million that are secured by collateral such as accounts receivable, inventory, equipment, or real estate. Eclipse lends to both privately-owned and publicly-traded companies across a range of industries, including manufacturing, retail, automotive, oil & gas, services, distribution, and consumer products. The addition of Eclipse to the portfolio allows the Company to participate in an asset class and commercial finance operations that offer differentiated income returns as compared to directly originated loans. Eclipse is led by a seasoned team of ABL experts.

The Company has determined that Eclipse is not an investment company under ASC, Topic 946, Financial Services - Investment Companies. Under ASC 810-10-15-12(d), an investment company generally does not consolidate an investee that is not an investment company other than a controlled operating company whose business consists of providing services to the company. Thus, the Company is not required to consolidate Eclipse because it does not provide services to the Company. Instead the Company accounts for its investment in Eclipse in accordance with ASC 946-320, presented as a single investment measured at fair value.

Valuation of Investments

The Company conducts the valuation of its investments, upon which its net asset value is primarily based, in accordance with its valuation policy, as well as established and documented processes and methodologies for determining the fair values of portfolio company investments on a recurring (at least quarterly) basis in accordance with the 1940 Act and FASB ASC Topic 820, Fair Value Measurements and Disclosures (“ASC Topic 820”). The Company's current valuation policy and processes were established by the Adviser and have been approved by the Board.

Under ASC Topic 820, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between a willing buyer and a willing seller at the measurement date. For the Company’s portfolio securities, fair value is generally the amount that the Company might reasonably expect to receive upon the current sale of the security. Under ASC Topic 820, the fair value measurement assumes that the sale occurs in the principal market for the security, or in the absence of a principal market, in the most advantageous market for the security. Under ASC Topic 820, if no market for the security exists or if the Company does not have access to the principal market, the security should be valued based on the sale occurring in a hypothetical market.

Under ASC Topic 820, there are three levels of valuation inputs, as follows:

Level 1 Inputs – include quoted prices (unadjusted) in active markets for identical assets or liabilities.

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)

Level 2 Inputs – include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

Level 3 Inputs – include inputs that are unobservable and significant to the fair value measurement.

A financial instrument is categorized within the ASC Topic 820 valuation hierarchy based upon the lowest level of input to the valuation process that is significant to the fair value measurement. For example, a Level 3 fair value measurement may include inputs that are observable (Levels 1 and 2) and unobservable (Level 3). Therefore, unrealized appreciation and depreciation related to such investments categorized as Level 3 investments within the tables below may include changes in fair value that are attributable to both observable inputs (Levels 1 and 2) and unobservable inputs (Level 3).

The Company’s investment portfolio includes certain debt and equity instruments of privately held companies for which quoted prices or other observable inputs falling within the categories of Level 1 and Level 2 are generally not available. In such cases, the Company determines the fair value of its investments in good faith primarily using Level 3 inputs. In certain cases, quoted prices or other observable inputs exist, and if so, the Company assesses the appropriateness of the use of these third-party quotes in determining fair value based on (i) its understanding of the level of actual transactions used by the broker to develop the quote and whether the quote was an indicative price or binding offer and (ii) the depth and consistency of broker quotes and the correlation of changes in broker quotes with the underlying performance of the portfolio company.

~~Barings Capital Investment Corporation~~

~~Notes to Unaudited Consolidated Financial Statements — (Continued)~~

There is no single standard for determining fair value in good faith, as fair value depends upon the specific circumstances of each individual investment. The recorded fair values of the Company’s Level 3 investments may differ significantly from fair values that would have been used had an active market for the securities existed. In addition, changes in the market environment and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on these investments to be different than the valuations currently assigned.

Investment Valuation Process

The Adviser has established a pricing committee that is, subject to the oversight of the Board, responsible for the approval, implementation and oversight of the processes and methodologies that relate to the pricing and valuation of assets held by the Company. The Adviser uses independent third-party providers to price the portfolio, but in the event an acceptable price cannot be obtained from an approved external source, the Adviser will utilize alternative methods in accordance with internal pricing procedures established by the Adviser’s pricing committee.

At least annually, the Adviser conducts reviews of the primary pricing vendors to validate that the inputs used in the vendors’ pricing process are deemed to be market observable. While the Adviser is not provided access to proprietary models of the vendors, the reviews have included on-site walkthroughs of the pricing process, methodologies and control procedures for each asset class and level for which prices are provided. The review also includes an examination of the underlying inputs and assumptions for a sample of individual securities across asset classes, credit rating levels and various durations, a process the Adviser continues to perform annually. In addition, the pricing vendors have an established challenge process in place for all security valuations, which facilitates identification and resolution of prices that fall outside expected ranges. The Adviser believes that the prices received from the pricing vendors are representative of prices that would be received to sell the assets at the measurement date (i.e., exit prices).

The Company’s money market fund investments are generally valued using Level 1 inputs and its equity investments listed on an exchange or on the NASDAQ National Market System are valued using Level 1 inputs, using the last quoted sale price of that day. The Company’s syndicated senior secured loans and structured products are generally valued using Level 2 inputs, which are generally valued at the bid quotation obtained from dealers in loans by an independent pricing service. The Company’s middle-market, private debt and equity investments are generally valued using Level 3 inputs.

Independent Valuation

The fair value of loans and equity investments that are not syndicated or for which market quotations are not readily available, including middle-market loans, are generally submitted to an independent provider to perform an independent valuation on those loans and equity investments as of the end of each quarter. Such loans and equity investments are initially held at cost, as that is a reasonable approximation of fair value on the acquisition date, and monitored for material changes that could affect their valuation (for example, changes in interest rates or the credit quality of the borrower). At the quarter end following the initial acquisition, such loans and equity investments are sent to a valuation provider which will determine the fair value of each investment. The independent valuation provider applies various methods (synthetic rating analysis, discounting cash flows, and re-underwriting analysis) to establish the rate of return a market participant would require (the “discount rate”) as of the valuation date, given market conditions, prevailing lending standards and the perceived credit quality of the issuer.

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)

Future expected cash flows for each investment are discounted back to present value using these discount rates in the discounted cash flow analysis. A range of values will be provided by the valuation provider and the Adviser will determine the point within that range that it will use in making valuation recommendations to the Board, and will report to the Board on its rationale for each such determination. The Adviser uses its internal valuation model as a comparison point to validate the price range provided by the valuation provider and, where applicable, in determining the point within that range that it will use in making valuation recommendations to the Board. If the Adviser’s pricing committee disagrees with the price range provided, it may make a fair value recommendation to the Board that is outside of the range provided by the independent valuation provider, and will notify the Board of any such override and the reasons therefore. In certain instances, the Company may determine that it is not cost-effective, and as a result is not in the stockholders’ best interests, to request the independent valuation firm to perform an independent valuation on certain investments. Such instances include, but are not limited to, situations where the fair value of the investment in the portfolio company is determined to be insignificant relative to the total investment portfolio. Pursuant to these procedures, the Board determines in good faith whether the Company’s investments were valued at fair value in accordance with the Company’s valuation policies and procedures and the 1940 Act based on, among other things, the input of Barings, the Company’s Audit Committee and the independent valuation firm.

Valuation Techniques

~~Barings Capital Investment Corporation~~

~~Notes to Unaudited Consolidated Financial Statements — (Continued)~~

The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the financial instrument. An independent pricing service provider is the preferred source of pricing a loan, however, to the extent the independent pricing service provider price is unavailable or not relevant and reliable, the Company will utilize alternative approaches such as broker quotes or manual prices. The Company attempts to maximize the use of observable inputs and minimize the use of unobservable inputs. The availability of observable inputs can vary from investment to investment and is affected by a wide variety of factors, including the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets and other characteristics particular to the security.

Valuation of Investments in Banff, Thompson Rivers and Waccamaw River

As Banff, Thompson Rivers and Waccamaw River are investment companies with no readily determinable fair values, the Company estimates the fair value of the Company’s investments in these entities using net asset value of each company and the Company’s ownership percentage as a practical expedient. The net asset value is determined in accordance with the specialized accounting guidance for investment companies.

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)

Level 3 Unobservable Inputs

The following tables summarize the significant unobservable inputs the Company used in the valuation of its Level 3 debt and equity securities as of ~~March 31,~~June 30, 2022 and December 31, 2021. The weighted average range of unobservable inputs is based on fair value of investments.

March 31, 2022

($ in thousands)

Fair Value

Valuation
Model

Level 3
Input

Range of
Inputs

Weighted
Average

Impact to Valuation from an Increase in Input

June 30, 2022

($ in thousands)

June 30, 2022

($ in thousands)

Fair Value

Valuation
Model

Level 3
Input

Range of
Inputs

Weighted
Average

Impact to Valuation from an Increase in Input

Senior debt and 1st lien notes(1)

553,892

Yield Analysis

Market Yield

5.5% – 17.4%

8.4%

Decrease

Senior debt and 1st lien notes(1)

537,324

Yield Analysis

Market Yield

6.8% – 19.2%

10.1%

Decrease

128,380

Recent Transaction

Transaction Price

96.8% – 100.0%

97.9%

Increase

1,895

Discounted Cash Flow Analysis

Discount Rate

9.2%

Decrease

Senior debt and 1st lien notes(1)

216,526

Recent Transaction

Transaction Price

96.0% – 100.0%

97.7%

Increase

Subordinated debt and 2nd lien notes(2)

52,663

Yield Analysis

Market Yield

8.2% – 13.6%

11.6%

Decrease

Subordinated debt and 2nd lien notes(2)

58,949

Yield Analysis

Market Yield

6.7% – 13.9%

10.3%

Decrease

5,750

Market Approach

Adjusted EBITDA Multiple

10.3x

Increase

Subordinated debt and 2nd lien notes(2)

Recent Transaction

Transaction Price

100%

100.0%

Increase

31,590

Recent Transaction

Transaction Price

92.7% – 98.0%

96.2%

Increase

Structured products

9,973

Discounted Cash Flow Analysis

Discount Rate

6.3%

Decrease

Structured products

13,890

Discounted Cash Flow Analysis

Discount Rate

5.5% – 13.0%

9.0%

Decrease

Equity shares(3)

69,166

Market Approach

Adjusted EBITDA Multiple

6.1x – 50.0x

11.1x

Increase

Equity shares(3)

74,308

Market Approach

Adjusted EBITDA Multiple

5.9x – 49.5x

12.0x

Increase

1,609

Recent Transaction

Transaction Price

$0.67 – $1,000

$396.61

Increase

13,292

Recent Transaction

Transaction Price

$0.98 – $7,876

$82.55

Increase

Warrants

—

Market Approach

Adjusted EBITDA Multiple

6.7x – 19.5x

N/A

Increase

(1) Excludes investments with an aggregate fair value amounting to ~~$14,728,~~$7,596, which the Company valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs were not readily available.

(2) Excludes investments with an aggregate fair value amounting to ~~$30,389,~~$25,924, which the Company valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs were not readily available.

(3)Excludes investments with an aggregate fair value amounting to ~~$3,030,~~$2,655, which the Company valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs were not readily available.

~~Barings Capital Investment Corporation~~

~~Notes to Unaudited Consolidated Financial Statements — (Continued)~~

December 31, 2021

($ in thousands)

Fair Value

Valuation
Model

Level 3
Input

Range of
Inputs

Weighted
Average

Impact to Valuation from an Increase in Input

Senior debt and 1st lien notes(1)

320,216

Yield Analysis

Market Yield

5.2% – 16.2%

7.4%

Decrease

243,352

Recent Transaction

Transaction Price

97.0% – 99.0%

97.8%

Increase

Subordinated debt and 2nd lien notes(2)

39,802

Yield Analysis

Market Yield

5.3% – 9.9%

9.1%

Decrease

19,049

Recent Transaction

Transaction Price

97.0% – 98.3%

98.0%

Increase

Equity shares(3)

51,487

Market Approach

Adjusted EBITDA Multiple

6.5x – 54.0x

15.3x

Increase

2,893

Recent Transaction

Transaction Price

$1 – $1000

$119

Increase

(1) Excludes investments with an aggregate fair value amounting to $20,721, which the Company valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs were not readily available.

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)

(2) Excludes investments with an aggregate fair value amounting to $17,975, which the Company valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs were not readily available.

(3) Excludes investments with an aggregate fair value amounting to $3,146, which the Company valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs were not readily available.

The following tables present the Company’s investment portfolio at fair value as of ~~March 31,~~June 30, 2022 and December 31, 2021, categorized by the ASC Topic 820 valuation hierarchy, as previously described:


		Fair Value as of March 31, 2022									Fair Value as of June 30, 2022
($ in thousands)	($ in thousands)	Level 1		Level 2		Level 3		Total		($ in thousands)	Level 1		Level 2		Level 3		Total
Senior debt and 1st lien notes	Senior debt and 1st lien notes	$	—	$	47,891	$	697,000	$	744,891	Senior debt and 1st lien notes	$	—	$	56,570	$	763,341	$	819,911
Subordinated debt and 2nd lien notes	Subordinated debt and 2nd lien notes	—		7,899		89,370		97,269		Subordinated debt and 2nd lien notes	—		4,989		115,927		120,916
Structured products	Structured products	—		19,482		9,973		29,455		Structured products	—		15,424		13,890		29,314
Equity shares	Equity shares	16		5,376		73,805		79,197		Equity shares	21		2,357		90,255		92,633
Equity warrants	Equity warrants	—		56		—		56		Equity warrants	—		38		—		38
Short-term investments		—		—		—		—

Investments subject to leveling	Investments subject to leveling	$	16	$	80,704	$	870,148	$	950,868	Investments subject to leveling	$	21	$	79,378	$	983,413	$	1,062,812
Investments in joint ventures(1)	Investments in joint ventures(1)							66,297		Investments in joint ventures(1)							62,289
								$	1,017,165								$	1,125,101

(1) The Company's investments in Banff, Thompson Rivers and Waccamaw River are measured at fair value using net asset value and have not been categorized in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Unaudited Consolidated Balance Sheet.


	Fair Value as of December 31, 2021
($ in thousands)	Level 1		Level 2		Level 3		Total
Senior debt and 1st lien notes	$	—	$	36,640	$	584,289	$	620,929
Subordinated debt and 2nd lien notes	—		15,471		76,826		92,297
Structured products	—		30,900		—		30,900
Equity shares	19		2,056		57,526		59,601
Equity warrants	—		163		—		163

Investments subject to leveling	$	19	$	85,230	$	718,641	$	803,890
Investment in joint ventures (1)							$	61,253
							$	865,143

~~Barings Capital Investment Corporation~~

~~Notes to Unaudited Consolidated Financial Statements — (Continued)~~

(1)The Company's investments in Banff, Thompson Rivers and Waccamaw River are measured at fair value using NAV and have not been categorized in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Unaudited Consolidated Balance Sheet and Consolidated Balance Sheet.

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)

The following tables reconcile the beginning and ending balances of the Company’s investment portfolio measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the ~~three~~six months ended ~~March 31,~~June 30, 2022 and 2021:


Three Months Ended March 31, 2022: ($ in thousands)		Senior Debt and 1st Lien Notes		Subordinated Debt and 2nd Lien Notes		Structured Products		Equity Shares		Total
Six Months Ended June 30, 2022: ($ in thousands)												Six Months Ended June 30, 2022: ($ in thousands)	Senior Debt and 1st Lien Notes		Subordinated Debt and 2nd Lien Notes		Structured Products		Equity Shares		Total
Fair value, beginning of period	Fair value, beginning of period	$	584,289	$	76,826	$	—	$	57,526	$	718,641	Fair value, beginning of period	$	584,289	$	76,826	$	—	$	57,526	$	718,641
New investments	New investments	126,891		5,811		—		3,472		136,174		New investments	226,168		32,275		4,520		17,179		280,142
Transfers into (out of) Level 3	Transfers into (out of) Level 3	(7,606)		7,511		9,811		—		9,716		Transfers into (out of) Level 3	(6,834)		10,292		9,811		3,518		16,787
Proceeds from sales of investments	Proceeds from sales of investments	(237)		—		—		—		(237)		Proceeds from sales of investments	823		—		—		—		823
Loan origination fees received	Loan origination fees received	(2,711)		18		—		—		(2,693)		Loan origination fees received	(4,938)		(607)		—		—		(5,545)
Principal repayments received	Principal repayments received	(1,499)		—		—		—		(1,499)		Principal repayments received	(19,405)		—		—		—		(19,405)
Payment in kind interest earned		259		210		—		—		469
Accretion of loan discounts		7		14		—		—		21
Payment in kind interest												Payment in kind interest	614		608		—		—		1,222
Accretion of loan premium/discount												Accretion of loan premium/discount	109		37		—		—		146
Accretion of deferred loan origination revenue	Accretion of deferred loan origination revenue	642		34		—		—		676		Accretion of deferred loan origination revenue	1,598		87		—		—		1,685
Realized gain		208		—		—		—		208
Realized loss												Realized loss	(1,620)		—		—		—		(1,620)
Unrealized appreciation (depreciation)	Unrealized appreciation (depreciation)	(3,243)		(1,054)		162		12807		8,672		Unrealized appreciation (depreciation)	(17,463)		(3,591)		(441)		12,032		(9,463)
Fair value, end of period	Fair value, end of period	$	697,000	$	89,370	$	9,973	$	73,805	$	870,148	Fair value, end of period	$	763,341	$	115,927	$	13,890	$	90,255	$	983,413


Three Months Ended March 31, 2021: ($ in thousands)		Senior Debt and 1st Lien Notes		Subordinated Debt and 2nd Lien Notes		Equity Shares		Total
Six Months Ended June 30, 2021: ($ in thousands)										Six Months Ended June 30, 2021: ($ in thousands)	Senior Debt and 1st Lien Notes		Subordinated Debt and 2nd Lien Notes		Equity Shares		Total
Fair value, beginning of period	Fair value, beginning of period	$	125,325	$	1,236	$	122	$	126,683	Fair value, beginning of period	$	125,325	$	1,236	$	122	$	126,683
New investments	New investments	129,988		5,014		729		135,731		New investments	275,485		57,876		2,326		335,687
Transfers into Level 3	Transfers into Level 3	—		—		85		85		Transfers into Level 3	—		—		2,884		2,884
Proceeds from sales of investments	Proceeds from sales of investments	(44,997)		—		—		(44,997)		Proceeds from sales of investments	(114,517)		(3,889)		—		(118,406)
Loan origination fees received	Loan origination fees received	(3,088)		(139)		—		(3,227)		Loan origination fees received	(6,848)		(1,408)		—		(8,256)
Principal repayments received	Principal repayments received	(417)		—		—		(417)		Principal repayments received	(1,816)		(742)		—		(2,558)
Accretion of loan discounts		6		—		—		6
Payment in kind interest										Payment in kind interest	211		—		—		211
Accretion of loan premium/discount										Accretion of loan premium/discount	13		29		—		42
Accretion of deferred loan origination revenue	Accretion of deferred loan origination revenue	190		4		—		194		Accretion of deferred loan origination revenue	496		18		—		514
Realized gain		516		—		—		516
Realized gain (loss)										Realized gain (loss)	1,270		(4)		—		1,266
Unrealized appreciation (depreciation)	Unrealized appreciation (depreciation)	(781)		14		18		(749)		Unrealized appreciation (depreciation)	(892)		565		383		56
Fair value, end of period	Fair value, end of period	$	206,742	$	6,129	$	954	$	213,825	Fair value, end of period	$	278,727	$	53,681	$	5,715	$	338,123

All realized gains and losses and unrealized appreciation and depreciation are included in earnings (changes in net assets) and are reported on separate line items within the Company’s Unaudited Consolidated Statement of Operations. Pre-tax net unrealized ~~appreciation~~depreciation on Level 3 investments of ~~$8.8~~$18.0 million and $9.3 million during the three and six months ended ~~March 31,~~June 30, 2022, ~~was~~respectively, were related to portfolio company investments that were still held by the Company as of ~~March 31,~~June 30, 2022. Pre-tax net unrealized appreciation on Level 3 investments of ~~$0.4~~$0.6 million and $1.0 million during the three and six months ended ~~March 31,~~June 30, 2021, ~~was~~respectively, were related to portfolio company investments that were still held by the Company as of ~~March 31,~~June 30, 2021.

Exclusive of short-term investments, during the ~~three~~six months ended ~~March 31,~~June 30, 2022, the Company made investments of approximately ~~$134.9~~$284.3 million in portfolio companies to which it was not previously contractually committed to provide such financing. During the ~~three~~six months ended ~~March 31,~~June 30, 2022, the Company made investments of ~~$17.6~~$34.6 million in portfolio companies to which it was previously committed to provide such financing.

Exclusive of short-term investments, during the ~~three~~six months ended ~~March 31,~~June 30, 2021, the Company made investments of approximately ~~$140.6~~$398.6 million in portfolio companies to which it was not previously contractually committed to provide such financing. During the ~~three~~six months ended ~~March 31,~~June 30, 2021, the Company made investments of ~~$2.6~~$3.8 million in portfolio companies to which it was previously committed to provide such financing.

5257

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)

Unsettled Purchases and Sales of Investments

Investment transactions are recorded based on the trade date of the transaction. As a result, unsettled purchases and sales are recorded as payables and receivables from unsettled transactions, respectively. While purchase and sales of the Company’s syndicated senior secured loans generally settle on a T+7 basis, the settlement period will sometimes extend past the scheduled settlement. In such cases, the Company is contractually owed and recognizes interest income equal to the applicable margin ("spread") beginning on the T+7 date. Such income is accrued as interest receivable and is collected upon settlement of the investment transaction.

Realized Gain or Loss and Unrealized Appreciation or Depreciation of Portfolio Investments

Realized gains or losses are recorded upon the sale or liquidation of investments and are calculated as the difference between the net proceeds from the sale or liquidation, if any, and the cost basis of the investment using the specific identification method. Unrealized appreciation or depreciation reflects the difference between the fair value of the investments and the cost basis of the investments.

Investment Classification

In accordance with the provisions of the 1940 Act, the Company classifies investments by level of control. As defined in the 1940 Act, “Control Investments” are investments in those companies that the Company is deemed to “Control.” “Affiliate Investments” are investments in those companies that are “Affiliated Persons” of the Company, as defined in the 1940 Act, other than Control Investments. “Non-Control / Non-Affiliate Investments” are those that are neither Control Investments nor Affiliate Investments. Generally, under the 1940 Act, the Company is deemed to control a company in which it has invested if the Company owns more than 25.0% of the voting securities (i.e., securities with the right to elect directors) and/or has the power to exercise control over the management or policies of such portfolio company. As of ~~March 31,~~June 30, 2022, the Company does not “Control” any of its portfolio companies for the purposes of the 1940 Act. Under the 1940 Act, the Company is deemed to be an Affiliated Person of a company in which the Company has invested if it owns at least 5.0%, but no more than 25.0%, of the outstanding voting securities of such company.

Short-Term Investments

Short-term investments represent investments in money market funds.

Investment Income

Interest income, including amortization of premium and accretion of discount, is recorded on the accrual basis to the extent that such amounts are expected to be collected. Generally, when interest and/or principal payments on a loan become past due, or if the Company otherwise does not expect the borrower to be able to service its debt and other obligations, the Company will place the loan on non-accrual status and will generally cease recognizing interest income on that loan for financial reporting purposes until all principal and interest have been brought current through payment or due to a restructuring such that the interest income is deemed to be collectible. The Company writes off any previously accrued and uncollected interest when it is determined that interest is no longer considered collectible. As of ~~March 31,~~June 30, 2022, the Company had no non-accrual assets. Dividend income is recorded on the ex-dividend date.

Payment-in-Kind Interest

The Company currently holds, and expects to hold in the future, some loans in its portfolio that contain PIK interest provisions. PIK interest, computed at the contractual rate specified in each loan agreement, is periodically added to the principal balance of the loan, rather than being paid to the Company in cash, and is recorded as interest income. Thus, the actual collection of PIK interest may be deferred until the time of debt principal repayment.

PIK interest, which is a non-cash source of income at the time of recognition, is included in the Company’s taxable income and therefore affects the amount the Company is required to distribute to its stockholders to maintain its tax treatment as a RIC for federal income tax purposes, even though the Company has not yet collected the cash. Generally, when current cash interest and/or principal payments on a loan become past due, or if the Company otherwise does not expect the borrower to be able to service its debt and other obligations, the Company will place the loan on non-accrual status and will generally cease recognizing PIK interest income on that loan for financial reporting purposes until all principal and interest have been brought current through payment or due to a restructuring such that the interest income is deemed to be collectible. The Company writes off any accrued and uncollected PIK interest when it is determined that the PIK interest is no longer collectible.

5358

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)

Fee Income

Origination, facility, commitment, consent and other advance fees received in connection with loan agreements (“Loan Origination Fees”) are recorded as deferred income and recognized as investment income over the term of the loan. Upon prepayment of a loan, any unamortized Loan Origination Fees are recorded as investment income. In the general course of its business, the Company receives certain fees from portfolio companies, which are non-recurring in nature. Such fees include loan prepayment penalties, structuring fees, covenant waiver fees and loan amendment fees, and are recorded as investment income when earned.

Fee income for the three and six months ended ~~March 31,~~June 30, 2022 and 2021 was as follows:


		Three Months Ended		Three Months Ended			Three Months Ended		Three Months Ended		Six Months Ended		Six Months Ended
($ in thousands)	($ in thousands)	March 31, 2022		March 31, 2021		($ in thousands)	June 30, 2022		June 30, 2021		June 30, 2022		June 30, 2021
Recurring Fee Income:	Recurring Fee Income:					Recurring Fee Income:
Amortization of loan origination fees	Amortization of loan origination fees	$	688	$	200	Amortization of loan origination fees	$	800	$	327	$	1,488	$	528
Management, valuation and other fees	Management, valuation and other fees	270		74		Management, valuation and other fees	274		105		544		180
Total Recurring Fee Income	Total Recurring Fee Income	958		274		Total Recurring Fee Income	1,074		432		2,032		708
Non-Recurring Fee Income:	Non-Recurring Fee Income:					Non-Recurring Fee Income:

Acceleration of unamortized loan origination fees	Acceleration of unamortized loan origination fees	22		21		Acceleration of unamortized loan origination fees	244		23		265		44
Advisory, loan amendment and other fees	Advisory, loan amendment and other fees	36		—		Advisory, loan amendment and other fees	410		16		446		14
Total Non-Recurring Fee Income	Total Non-Recurring Fee Income	58		21		Total Non-Recurring Fee Income	654		39		711		58
Total Fee Income	Total Fee Income	$	1,016	$	295	Total Fee Income	$	1,728	$	471	$	2,743	$	766

Offering Costs

Costs associated with the offering of common stock of the Company are capitalized as deferred offering expenses and included on the Consolidated Balance Sheet in "Prepaid expenses and other assets" and amortized over a twelve-month period from incurrence. These expenses consist primarily of legal fees and other costs incurred in connection with the Company’s private offering of common stock and the preparation of the Company’s amended registration statement on Form 10, as filed with the ~~Securities and Exchange Commission (the “SEC”)~~SEC on August 5, 2020 (the “Form 10”).

Other General and Administrative Expenses

Other general and administrative expenses include bank service fees and expenses reimbursable to the Adviser under the terms of the Administration Agreement and other costs related to operating the Company.

Concentration of Credit Risk

As of both ~~March 31,~~June 30, 2022 and December 31, 2021, there were no individual investments representing greater than 10% of the fair value of the Company’s portfolio. As of ~~March 31,~~June 30, 2022 and December 31, 2021, the Company’s largest single portfolio company investment, excluding short-term investments, represented approximately ~~6.1%~~5.6% and 5.7%, respectively, of the fair value of the Company’s portfolio. Income, consisting of interest, dividends, fees, other investment income and realization of gains or losses, can fluctuate dramatically upon repayment of an investment or sale of an equity interest and in any given year can be highly concentrated among several portfolio companies.

As of ~~March 31,~~June 30, 2022, all of the Company's assets were or will be pledged as collateral for the ING Credit Facility.

The Company places its cash with financial institutions and, at times, cash may exceed insured limits under applicable law.

5459

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)

Investments Denominated in Foreign Currency

As of ~~March 31,~~June 30, 2022 the Company held nine investments that were denominated in Australian dollars, one investment that was denominated in Canadian dollars, one investment that was denominated in Danish kroner, one investment that was denominated in New Zealand dollars, 3138 investments that were denominated in Euros, one investment that was denominated in Swiss francs and 1821 investments that were denominated in British pounds sterling. As of December 31, 2021, the Company held six investments that were denominated in Australian dollars, one investment that was denominated in Canadian dollars, one investment that was denominated in Danish kroner, 28 investments that were denominated in Euros and 15 investments that were denominated in British pounds sterling.

At each balance sheet date, portfolio company investments denominated in foreign currencies are translated into United States dollars using the spot exchange rate on the last business day of the period. Purchases and sales of foreign portfolio company investments, and any income from such investments, are translated into United States dollars using the rates of exchange prevailing on the respective dates of such transactions.

Although the fair values of foreign portfolio company investments and the fluctuation in such fair values are translated into United States dollars using the applicable foreign exchange rates described above, the Company does not separately report that portion of the change in fair values resulting from foreign currency exchange rates fluctuations from the change in fair values of the underlying investment. All fluctuations in fair value are included in net unrealized appreciation (depreciation) of investments in the Company’s Unaudited Consolidated Statement of Operations.

In addition, during both the ~~three~~six months ended ~~March 31,~~June 30, 2022 and ~~March 31,~~June 30, 2021, the Company entered into forward currency contracts primarily to help mitigate the impact that an adverse change in foreign exchange rates would have on the Company's investments denominated in foreign currencies. Net unrealized appreciation or depreciation on foreign currency contracts are included in “Net unrealized appreciation (depreciation) - foreign currency transactions” and net realized gains or losses on forward currency contracts are included in “Net realized gains (losses) - foreign currency transactions” in the Company’s Unaudited Consolidated Statement of Operations.

Investments denominated in foreign currencies and foreign currency transactions may involve certain considerations and risks not typically associated with those of domestic origin, including unanticipated movements in the value of the foreign currency relative to the U.S. Dollar.

4. INCOME TAXES

The Company has elected for federal income tax purposes to be treated, and intends to qualify annually, as a RIC under the Code and intends to make the required distributions to its stockholders as specified therein. In order to maintain its tax treatment as a RIC, the Company must meet certain minimum distribution, source-of-income and asset diversification requirements. If such requirements are met, then the Company is generally required to pay taxes only on the portion of its taxable income and gains it does not distribute (actually or constructively) and certain built-in gains. The Company has historically met its minimum distribution requirements and continually monitors its distribution requirements with the goal of ensuring compliance with the Code.

Depending on the level of investment company taxable income (“ICTI”) and net capital gains, if any, or taxable income, the Company may choose to carry forward undistributed taxable income and pay a 4% nondeductible U.S. federal excise tax on certain undistributed income unless the Company distributes, in a timely manner, an amount at least equal to the sum of (i) 98% of net ordinary income for each calendar year, (ii) 98.2% of the amount by which capital gains exceed capital losses (adjusted for certain ordinary losses) for the one-year period ending October 31 in that calendar year and (iii) certain undistributed amounts from previous years on which the Company paid no U.S. federal income tax. Any such carryover of taxable income must be distributed before the end of that next tax year through a dividend declared prior to filing of the tax return related to the year which generated such taxable income not to be subject to U.S. federal income tax.

Tax positions taken or expected to be taken in the course of preparing the Company's tax returns are evaluated to determine whether the tax positions are more-likely-than-not of being sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than not threshold would be recorded as a tax benefit or expense in the current year. Management has analyzed the Company's tax positions taken, or to be taken, on federal income tax returns for all open tax years (fiscal year 2020), and has concluded that the provision for uncertain tax positions in the Company's financial statements is appropriate.

Taxable income generally differs from increase in net assets resulting from operations due to temporary and permanent differences in the recognition of income and expenses, and generally excludes net unrealized gains or losses, as unrealized gains or losses are generally not included in taxable income until they are realized. The Company makes certain adjustments to the

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)

classification of net assets as a result of permanent book-to-tax differences, which include differences in the book and tax basis

~~Barings Capital Investment Corporation~~

~~Notes to Unaudited Consolidated Financial Statements — (Continued)~~

of certain assets and liabilities, and nondeductible federal taxes or losses among other items. To the extent these differences are permanent, they are charged or credited to additional paid in capital, or total distributable earnings (loss), as appropriate.

For federal income tax purposes, the cost of investments owned as of ~~March 31,~~June 30, 2022 and December 31, 2021 was approximately ~~$1,004.2~~$1,139.3 million and $854.7 million, respectively. As of ~~March 31,~~June 30, 2022, net unrealized appreciation on the Company's investments (tax basis) was approximately ~~$18.2~~$5.3 million, consisting of gross unrealized appreciation, where the fair value of the Company's investments exceeds their tax cost, of approximately ~~$28.5~~$38.9 million and gross unrealized depreciation, where the tax cost of the Company's investments exceeds their fair value, of approximately ~~$10.3~~$33.7 million. As of December 31, 2021, net unrealized appreciation on the Company’s investments (tax basis) was approximately $15.8 million, consisting of gross unrealized appreciation, where the fair value of the Company’s investments exceeds their tax cost, of approximately $20.5 million and gross unrealized depreciation, where the tax cost of the Company’s investments exceeds their fair value, of approximately $4.7 ~~million~~million.

In addition, the Company has a wholly-owned taxable subsidiary (the "Taxable Subsidiary"), which holds certain portfolio investments. The Taxable Subsidiary is consolidated for financial reporting purposes, such that the Company's consolidated financial statements reflects the Company’s investments in the portfolio companies owned by the Taxable Subsidiary. The purpose of the Taxable Subsidiary is to permit the Company to hold certain portfolio companies that are organized as LLCs (or other forms of pass-through entities) and still satisfy the RIC tax requirement that at least 90% of the RIC’s gross revenue for income tax purposes must consist of qualifying investment income. Absent the Taxable Subsidiary, a proportionate amount of any gross income of an LLC (or other pass-through entity) portfolio investment would flow through directly to the RIC. To the extent that such income did not consist of qualifying investment income, it could jeopardize the Company's ability to qualify as a RIC and therefore cause the Company to incur significant amounts of federal income taxes. When LLCs (or other pass-through entities) are owned by the Taxable Subsidiary, their income is taxed to the Taxable Subsidiary and does not flow through to the RIC, thereby helping the Company preserve its RIC tax treatment and resultant tax advantages. The Taxable Subsidiary is not consolidated for income tax purposes and may generate income tax expense or benefit as a result of their ownership of the portfolio companies. This income tax expense or benefit, if any, is reflected in the Company's Unaudited and Audited Consolidated Statement of Operations. Additionally, any unrealized appreciation related to portfolio investments held by the Taxable Subsidiary (net of unrealized depreciation related to portfolio investments held by the Taxable Subsidiary), if any, will be reflected net of applicable federal and state income taxes, if any, in the Company's Unaudited Consolidated Statement of Operations, with the related deferred tax assets or liabilities, if any, included in "Accounts payable and accrued liabilities" in the Company’s Unaudited and Audited Consolidated Balance Sheet. As of ~~March 31,~~June 30, 2022, the Company recorded a net deferred tax liability of ~~$0.1~~$0.2 million pertaining to tax basis differences in the Taxable Subsidiary's investment in certain partnership interests.

5. BORROWINGS

The Company had the following borrowings outstanding as of ~~March 31,~~June 30, 2022 and December 31, 2021:


Issuance Date ($ in thousands)	Issuance Date ($ in thousands)	Maturity Date	Interest Rate as of March 31, 2022	March 31, 2022		December 31, 2021		Issuance Date ($ in thousands)	Maturity Date	Interest Rate as of June 30, 2022	June 30, 2022		December 31, 2021
Subscription Facility:	Subscription Facility:							Subscription Facility:
September 21, 2020	September 21, 2020	NA	NA	$	—	$	67,954	September 21, 2020	NA	NA	$	—	$	67,954
Total Subscription Facility	Total Subscription Facility			$	—	$	67,954	Total Subscription Facility			$	—	$	67,954
Credit Facility:	Credit Facility:							Credit Facility:
January 15, 2021	January 15, 2021	April 30, 2026	2.482%	$	484,366	$	390,155	January 15, 2021	April 30, 2026	3.879%	$	594,241	$	390,155
Total Credit Facility	Total Credit Facility			$	484,366	$	390,155	Total Credit Facility			$	594,241	$	390,155
Notes:	Notes:							Notes:
February 22, 2022	February 22, 2022	February 22, 2027	4.750%	$	100,000	$	—	February 22, 2022	February 22, 2027	4.750%	$	100,000	$	—
(Less: Deferred financing fees)	(Less: Deferred financing fees)			$	(130)	$	—	(Less: Deferred financing fees)			$	(331)	$	—
Total Notes	Total Notes			$	99,870	$	—	Total Notes			$	99,669	$	—

The Company is required to meet an asset coverage ratio, defined under the 1940 Act as the ratio of the Company's total assets (less all liabilities and indebtedness not represented by senior securities) to its outstanding senior securities, of at least 150% after each issuance of senior securities. The Company’s asset coverage ratio was ~~204.3%~~187.1% as of ~~March 31,~~June 30, 2022.

5661

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)

September 2020 Subscription Facility

On September 21, 2020, the Company entered into a revolving credit agreement (as subsequently amended, the “September 2020 Subscription Facility”) with Société Générale, as administrative agent and a lender, and the other lenders from time to time party thereto. The September 2020 Subscription Facility initially allowed the Company to borrow up to $160 million, reduced to $110 million in October 2021, at any one time outstanding, subject to certain restrictions, including availability under the borrowing base, which was based on unused capital commitments from different categories of investors (with varying advance rates amongst the different categories of investors).

The amount of permissible borrowings under the September 2020 Subscription Facility could be increased to an agreed-upon amount with the consent of the administrative agent. The September 2020 Subscription Facility had a maturity date of September 21, 2022. On March 25, 2022, following the repayment of all borrowings, interest, and fees payable thereunder, and at the election of the Company, the September 2020 Subscription Facility was terminated, including all commitments and obligations with Société Générale to lend and make advances to the Company. In connection with the termination, the pro rata portion of the unamortized deferred financing costs related to the September 2020 Subscription Facility was written off and recognized as a loss on extinguishment of debt in the Company’s Unaudited Consolidated Statements of Operations.

Borrowings under the September 2020 Subscription Facility bore interest at a rate equal to, at the election of the Company, either (i) with respect to loans bearing interest at a rate based on LIBOR (as such term is defined in the September 2020 Subscription Facility which definition includes different LIBOR calculations based on the applicable currency), the rate per annum determined by the administrative agent to be equal to (a) the quotient obtained by dividing: (1) LIBOR for such loan for such one-month, three-months or other period requested by the Company or otherwise consented to by the administrative agent; by (2) one minus the maximum rate at which reserves (including, without limitation, any marginal, special, supplemental, or emergency reserves) are required to be maintained under regulations issued from time to time by the Board of Governors of the Federal Reserve System (or any successor) by member banks of the Federal Reserve System against “Eurocurrency liabilities” (as such term is used in Regulation D) for such loan for such one-month, three-months or other period requested by the Company, provided that if the calculation above results in a rate of less than zero (0), the rate shall be deemed to be zero (0) for all purposes, plus (b) 185 basis points per annum; or (ii) with respect to loans bearing interest at a rate based on the rate of interest per annum publicly announced from time to time by the administrative agent as its prime rate (the “Prime Rate”) or the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers (the “Federal Funds Rate”) the greater of (a) the Prime Rate plus 185 basis points and (b) the Federal Funds Rate plus fifty basis points plus 185 basis points. The Company was required to pay a commitment fee on the unused portion of the September 2020 Subscription Facility.

The Company and the administrative agent, for the benefit of the secured parties, entered into a borrower security agreement pursuant to which the Company’s obligations under the September 2020 Subscription Facility were secured by a first-priority security interest in the Company’s right, title and interest in the capital commitments of the Company’s investors. In addition, the Company and the administrative agent, for the benefit of the secured parties, entered into a borrower pledge of collateral account pursuant to which the Company’s obligations under the September 2020 Subscription Facility were secured by a first-priority security interest in the Company’s account held at State Street Bank and all of the Company’s right, title and interest in the amounts or property held in such account.

The Company has made customary representations and warranties and was required to comply with various covenants, reporting requirements and other customary requirements for similar credit facilities. Borrowings under the September 2020 Subscription Facility were subject to the leverage restrictions applicable to the Company that are contained in the 1940 Act.

As of December 31, 2021, the Company had borrowings denominated in British pounds sterling of £19.3 million ($26.1 million U.S. dollars) outstanding under the September 2020 Subscription Facility with a weighted average interest rate of 1.920% (weighted average one month GBP LIBOR of 0.070%), borrowings denominated in Australian dollars of A$10.9 million ($7.9 million U.S dollars) with a weighted average interest rate of 1.866% (weighted average one month BBSY of 0.016%) and borrowings denominated in Euros of €29.8 million ($33.9 million U.S. dollars) with an interest rate of 1.850% (weighted average one month EURIBOR of 0.000%). The borrowings denominated in foreign currencies were translated into U.S. dollars based on the spot rate at the relevant balance sheet date. The impact resulting from changes in foreign exchange rates on the September 2020 Subscription Facility borrowings is included in “unrealized appreciation (depreciation) - foreign currency transactions” in the Company’s Unaudited Consolidated Statement of Operations.

5762

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)

ING Capital Credit Facility

On January 15, 2021, the Company entered into the ING Credit Facility with ING Capital LLC (“ING”), as administrative agent, and the lenders party thereto. The initial commitments under the ING Credit Facility totaled $65.0 million.

On April 30, 2021, the Company amended and restated the credit agreement governing the ING Credit Facility to increase the total commitments under the facility to $325.0 million and include a $25.0 million letter of credit sub-facility. On July 22, 2021, the Company entered into an incremental commitment and assumption agreement to increase the aggregate commitments under the ING Credit Facility to $500.0 million. As amended as of March 31, 2022, the Company had aggregate commitments from lenders of $500.0 million under the ING Credit Facility, the maximum commitment then allowed under the ING Credit Facility. ~~Subsequent to quarter-end, on~~On April 25, 2022, the Company amended the ING Credit Facility to, among other things, (i) increase total commitments from lenders to $625.0 million from $500.0 million, ~~and~~ (ii) upsize the accordion feature under the ING Credit Facility to allow for an increase in aggregate commitments thereunder from new and existing lenders on the same terms and conditions as the existing commitments up to a total of $800.0 million, subject to certain conditions and the satisfaction of specified financial ~~covenants.~~covenants, and (iii) replace the LIBOR benchmark provisions under the ING Credit Facility with SOFR benchmark provisions.

The Company can borrow foreign currencies directly under the ING Credit Facility. The ING Credit Facility is secured primarily by a material portion of the Company’s present and future property and assets and is guaranteed by certain of the Company’s subsidiaries. The revolving period under the ING Credit Facility terminates on April 30, 2025, and the final maturity date of the ING Credit Facility is scheduled for April 30, 2026.

Borrowings under the ING Credit Facility bear interest on a per annum basis equal to (i) for borrowings denominated in U.S. Dollars, subject to the Company’s election, the alternate base rate plus 1.15% or the adjusted eurocurrency rate plus 2.15%, (ii) for borrowings denominated in Pounds Sterling, Swiss Francs, Euros, Canadian Dollars, Danish Krone, Norwegian Krone or Swedish Krona, the adjusted eurocurrency rate plus 2.15%, (iii) for borrowings denominated in Australian Dollars, the adjusted eurocurrency rate plus 2.35%, or (iv) for borrowings denominated in New Zealand Dollars, the adjusted eurocurrency rate plus 2.45%. The alternate base rate is equal to the greatest of (i) the prime rate, (ii) the federal funds rate plus 0.50%, (iii) the overnight bank funding rate plus 0.50%, (iv) the adjusted three-month LIBOR plus 1.00% and (v) 1.00%. The adjusted eurocurrency rate is equal to the eurocurrency rate for the applicable interest period plus any applicable statutory reserve rate for such interest period, subject to a 0.00% floor. The Company pays a commitment fee on undrawn amounts under the ING Credit Facility. In connection with the amendment to the ING Credit Facility on April 25, 2022, the Company replaced the LIBOR benchmark provisions under the ING Credit Facility with SOFR benchmark provisions.

The Company, one of its subsidiaries, BCIC Holdings, Inc., ING, as administrative agent, the financing agents and designated indebtedness holders that become parties thereto and ING, as collateral agent, also entered into a guarantee, pledge and security agreement, dated as of January 15, 2021, pursuant to which the Company’s obligations under the ING Credit Facility are secured by a first-priority security interest (subject to certain exceptions) in substantially all of the Company’s and its subsidiary guarantors’ present and future property and assets.

As of ~~March 31,~~June 30, 2022, the Company had U.S. dollar borrowings of ~~$370.0~~$470.0 million under the ING Credit Facility with an interest rate of ~~2.528% (one~~4.211% (with Term SOFR borrowings subject to one month ~~LIBOR~~SOFR of ~~0.378%~~1.505% and ABR borrowings subject to the Prime Rate of 4.75%), borrowings denominated in British pounds sterling of £33.2 million ($~~43.7~~40.3 million U.S. dollars) with an interest rate of ~~2.627%~~3.122% (one month GBP LIBOR of ~~0.477%~~0.972%) ~~and~~, borrowings denominated in Euros of €63.5 million ($~~70.7~~66.4 million U.S. dollars) with an interest rate of 2.150% (one month EURIBOR of 0.000%) and borrowings denominated in

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)

Australian Dollars of A$25.5 million ($17.5 million U.S. dollars) with an interest rate of 3.275% (one month AUD Screen Rate of 1.125%). The borrowings denominated in foreign currencies were translated into U.S. dollars based on the spot rate at the relevant balance sheet date. The impact resulting from changes in foreign exchange rates on the ING Credit Facility borrowings is included in

~~Barings Capital Investment Corporation~~

~~Notes to Unaudited Consolidated Financial Statements — (Continued)~~

~~“unrealized~~ “unrealized appreciation (depreciation) - foreign currency transactions” in the Company’s Unaudited Consolidated Statement of Operations.

As of December 31, 2021, the Company had U.S. dollar borrowings of $325.0 million under the ING Credit Facility with an interest rate of 2.275% (one month LIBOR of 0.125%), borrowings denominated in British pounds sterling of £14.1 million ($19.1 million U.S. dollars) with an interest rate of 2.213% (one month GBP LIBOR of 0.063%) and borrowings denominated in Euros of €40.5 million ($46.1 million U.S. dollars) with an interest rate of 2.150% (one month EURIBOR of 0.000%). The borrowings denominated in foreign currencies were translated into U.S. dollars based on the spot rate at the relevant balance sheet date. The impact resulting from changes in foreign exchange rates on the ING Credit Facility borrowings is included in “unrealized appreciation (depreciation) - foreign currency transactions” in the Company’s Unaudited Consolidated Statement of Operations.

As of ~~March 31,~~June 30, 2022, the fair value of the borrowings outstanding under the ING Credit Facility was ~~$484.4~~$594.2 million. The fair values of the borrowings outstanding under the ING Credit Facility are based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.

February 2027 Notes

On February 22, 2022, the Company entered into a Note Purchase Agreement (the “February 2022 NPA”) governing the issuance of $100.0 million in aggregate principal amount of senior unsecured notes due February 22, 2027 (the “February 2027 Notes”), in each case, to qualified institutional investors in a private placement. The February 2027 Notes were delivered and paid for on February 22, 2022.

The February 2027 Notes, for which the Company is required to obtain an initial rating by June 30, 2022, have a fixed interest rate of 4.75% per year, subject to a step up of (x) 1.25% per year, to the extent that the initial rating for the February 2027 Notes does not satisfy certain investment grade rating conditions, and (y) at any time after the Company has received an investment grade rating for the February 2027 Notes, 0.75% per year, to the extent the February 2027 Notes thereafter fail to satisfy certain investment grade rating conditions.

The February 2027 Notes will mature on February 22, 2027 unless redeemed, purchased or prepaid prior to such date by the Company in accordance with the terms of the February 2022 NPA. Interest on the February 2027 Notes will be due semiannually in February and August of each year, beginning in August 2022. In addition, the Company is obligated to offer to repay the February 2027 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 2022 NPA, the Company may redeem the February 2027 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 22, 2026, a make-whole premium.

The February 2022 NPA contains certain representations and warranties, and various covenants and reporting requirements customary for agreements of this type, including, without limitation, information reporting, maintenance of the Company’s status as a BDC within the meaning of the 1940 Act, and certain restrictions with respect to transactions with affiliates, fundamental changes, changes of line of business, liens, restricted payments, and investments. In addition, the February 2022 NPA contains the following financial covenants: (a) maintaining a minimum obligors’ net worth, measured as of each fiscal quarter-end; (b) not permitting the Company’s asset coverage ratio, as of the date of the incurrence of any debt for borrowed money or the making of any cash dividend to shareholders, to be less than the statutory minimum then applicable to the Company under the 1940 Act; and (c) not permitting the Company’s net debt to equity ratio to exceed 2.0x, measured as of each fiscal quarter-end.

The February 2022 NPA also contains customary events of default with customary cure and notice periods, including, without limitation, nonpayment, incorrect representation in any material respect, breach of covenant, cross-default under other indebtedness or that of the Company’s subsidiary guarantors, if any, certain judgements and orders, and certain events of bankruptcy. Upon the occurrence of certain events of default, the holders of at least 66-2/3% in principal amount of the February 2027 Notes at the time outstanding may declare all February 2027 Notes then outstanding to be immediately due and payable.

The Company’s obligations under the February 2022 NPA are general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company. As of ~~March 31,~~June 30, 2022, the Company was in compliance with all covenants under the February 2022 NPA.

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)

~~Barings Capital Investment Corporation~~

~~Notes to Unaudited Consolidated Financial Statements — (Continued)~~

laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, as applicable.

As of ~~March 31,~~June 30, 2022, the fair value of the February 2027 Notes was ~~$94.9~~$89.5 million. The fair value determinations of the February 2027 Notes were based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.

6. DERIVATIVE INSTRUMENTS

The Company enters into forward currency contracts from time to time to primarily help mitigate the impact that an adverse change in foreign exchange rates would have on net interest income from the Company’s investments and related borrowings denominated in foreign currencies. Net unrealized appreciation or depreciation on foreign currency contracts are included in “Net unrealized appreciation (depreciation) - foreign currency transactions” and net realized gains or losses on forward currency contracts are included in “Net realized gains (losses) - foreign currency transactions” in the Unaudited Consolidated Statement of Operations. Forward currency contracts are considered undesignated derivative instruments.

The following tables present the Company's foreign currency forward contracts as of ~~March 31,~~June 30, 2022 and December 31, 2021:

As of March 31, 2022

Description

($ in thousands)

Notional Amount to be Purchased

Notional Amount to be Sold

Maturity Date

Gross Amount of Recognized Assets (Liabilities)

Balance Sheet Location of Net Amounts

Foreign currency forward contract (AUD)

$13,916

A$19,200

04/08/22

(481)

Derivative liability

As of June 30, 2022

Description

($ in thousands)

As of June 30, 2022

Description

($ in thousands)

Notional Amount to be Purchased

Notional Amount to be Sold

Maturity Date

Gross Amount of Recognized Assets (Liabilities)

Balance Sheet Location of Net Amounts

Foreign currency forward contract (AUD)

$14,369

A$19,659

04/08/22

(373)

Derivative liability

Foreign currency forward contract (AUD)

$29,465

A$39,283

07/07/22

2,340

Prepaid expense and other assets

Foreign currency forward contract (AUD)

A$38,859

$29,102

04/08/22

Prepaid expense and other assets

Foreign currency forward contract (AUD)

A$39,283

$27,149

07/07/22

(24)

Derivative liability

Foreign currency forward contract (AUD)

$29,465

A$39,283

07/07/22

(42)

Derivative liability

Foreign currency forward contract (AUD)

$27,704

A$40,052

10/06/22

Prepaid expense and other assets

Foreign currency forward contract (CAD)

C$6,151

$4,911

04/08/22

Prepaid expense and other assets

Foreign currency forward contract (CAD)

$370

C$476

04/08/22

(12)

Derivative liability

Foreign currency forward contract (CAD)

$4,606

C$5,765

07/07/22

127

Prepaid expense and other assets

Foreign currency forward contract (CAD)

$4,439

C$5,675

04/08/22

(107)

Derivative liability

Foreign currency forward contract (CAD)

C$5,765

$4,483

07/07/22

(5)

Derivative liability

Foreign currency forward contract (CAD)

$4,606

C$5,765

07/07/22

(11)

Derivative liability

Foreign currency forward contract (CAD)

$4,496

C$5,780

10/06/22

Prepaid expense and other assets

Foreign currency forward contract (DKK)

3,481kr.

$518

04/08/22

Prepaid expense and other assets

Foreign currency forward contract (DKK)

3,552kr.

$503

07/07/22

(3)

Derivative liability

Foreign currency forward contract (DKK)

$531

3,481kr.

04/08/22

Prepaid expense and other assets

Foreign currency forward contract (DKK)

$531

3,552kr.

07/07/22

Prepaid expense and other assets

Foreign currency forward contract (DKK)

$531

3,552kr.

07/07/22

(1)

Derivative liability

Foreign currency forward contract (DKK)

$511

3,585kr.

10/06/22

Prepaid expense and other assets

Foreign currency forward contract (EUR)

€5,000

$5,540

04/01/22

Prepaid expense and other assets

Foreign currency forward contract (EUR)

€68,233

$71,845

07/07/22

(406)

Derivative liability

Foreign currency forward contract (EUR)

€38,157

$42,268

04/08/22

Prepaid expense and other assets

Foreign currency forward contract (EUR)

$43,848

€39,433

07/07/22

2,562

Prepaid expense and other assets

Foreign currency forward contract (EUR)

$17,698

€15,800

04/08/22

167

Prepaid expense and other assets

Foreign currency forward contract (EUR)

$30,869

€28,800

07/07/22

716

Prepaid expense and other assets

Foreign currency forward contract (EUR)

$25,362

€22,357

04/08/22

555

Prepaid expense and other assets

Foreign currency forward contract (EUR)

$2,119

€2,000

10/06/22

Prepaid expense and other assets

Foreign currency forward contract (EUR)

$43,848

€39,433

07/07/22

(68)

Derivative liability

Foreign currency forward contract (EUR)

$66,208

€62,479

10/06/22

361

Prepaid expense and other assets

Foreign currency forward contract (EUR)

$5,562

€5,000

07/07/22

(7)

Derivative liability

Foreign currency forward contract (GBP)

£9,030

$11,013

07/07/22

(29)

Derivative liability

Foreign currency forward contract (GBP)

$11,181

£8,800

07/07/22

477

Prepaid expense and other assets

Foreign currency forward contract (GBP)

$300

£230

07/07/22

Prepaid expense and other assets

Foreign currency forward contract (GBP)

$11,234

£9,195

10/06/22

Prepaid expense and other assets

Foreign currency forward contract (NZD)

£4,824

NZD$7,000

04/08/22

(37)

Derivative liability

Foreign currency forward contract (NZD)

$4,852

NZ$7,023

07/07/22

466

Prepaid expense and other assets

Foreign currency forward contract (NZD)

NZD$7,000

$4,845

04/08/22

Prepaid expense and other assets

Foreign currency forward contract (NZD)

NZ$7,023

$4,392

07/07/22

(7)

Derivative liability

Foreign currency forward contract (NZD)

£4,852

NZD$7,023

07/07/22

(17)

Derivative liability

Foreign currency forward contract (NZD)

$4,384

NZ$7,019

10/06/22

Prepaid expense and other assets

Foreign currency forward contract (GBP)

£342

$447

04/08/22

Prepaid expense and other assets

Foreign currency forward contract (GBP)

$5,939

£4,410

04/08/22

140

Prepaid expense and other assets

Foreign currency forward contract (GBP)

£4,068

$5,418

04/08/22

(69)

Derivative liability

Foreign currency forward contract (GBP)

$300

£230

07/07/22

(2)

Derivative liability

Foreign currency forward contract (CHF)

1,200Fr.

$1,255

07/07/22

Prepaid expense and other assets

Foreign currency forward contract (CHF)

$1,253

1,200Fr.

07/07/22

(4)

Derivative liability

Foreign currency forward contract (CHF)

$1,263

1,200Fr.

10/06/22

(2)

Derivative liability

Total

(185)

Total

6,706

6065

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)


As of December 31, 2021 Description ($ in thousands)	Notional Amount to be Purchased	Notional Amount to be Sold	Maturity Date	Gross Amount of Recognized Assets (Liabilities)		Balance Sheet Location of Net Amounts
Foreign currency forward contract (AUD)	$12,250	A$8,906	01/06/22	$	(1)	Derivative liability
Foreign currency forward contract (AUD)	A$8,834	$12,250	01/06/22	(71)		Derivative liability
Foreign currency forward contract (AUD)	$5,503	€7,659	04/08/22	(66)		Derivative liability

Foreign currency forward contract (CAD)	€5,580	$4,366	01/06/22	44		Prepaid expense and other assets
Foreign currency forward contract (CAD)	€4,373	$5,580	01/06/22	(36)		Derivative liability
Foreign currency forward contract (CAD)	$270	£349	04/08/22	(6)		Derivative liability
Foreign currency forward contract (CAD)	$4,439	£5,675	04/08/22	(44)		Derivative liability

Foreign currency forward contract (DKK)	£3,526	$537	01/06/22	2		Prepaid expense and other assets
Foreign currency forward contract (DKK)	£551	$3,526	01/06/22	12		Prepaid expense and other assets
Foreign currency forward contract (DKK)	£531	$3,481	04/08/22	(2)		Derivative liability

Foreign currency forward contract (EUR)	£20,807	$23,557	01/06/22	119		Prepaid expense and other assets
Foreign currency forward contract (EUR)	£5,181	$4,500	01/06/22	61		Prepaid expense and other assets
Foreign currency forward contract (EUR)	£18,704	$16,307	01/06/22	149		Prepaid expense and other assets
Foreign currency forward contract (EUR)	£10,436	$9,200	04/08/22	(54)		Derivative liability
Foreign currency forward contract (EUR)	£25,362	$22,357	04/08/22	(129)		Derivative liability

Foreign currency forward contract (GBP)	£8,566	$11,504	01/06/22	96		Prepaid expense and other assets
Foreign currency forward contract (GBP)	£4,068	$5,418	04/08/22	88		Prepaid expense and other assets
Foreign currency forward contract (GBP)	£11,472	$8,566	01/06/22	(129)		Derivative liability
Total				$	33

As of ~~March 31,~~June 30, 2022 and December 31, 2021, the total fair value of the Company's foreign currency forward contracts was ~~$(0.2)~~$6.7 million and $33,665, respectively. The fair values of the Company’s foreign currency forward contracts are based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.

7. COMMITMENTS AND CONTINGENCIES

As of ~~March 31,~~June 30, 2022, the Company had $568.7 million in total capital commitments from investors of which $5.0 million was from C.M. Life Insurance Company, an affiliate of MassMutual and the Adviser, and $95.0 million was from MassMutual. As of ~~March 31,~~June 30, 2022, all commitments have been funded.

As of December 31, 2021, the Company had $568.5 million in total capital commitments from investors ($211.1 million unfunded), of which $5.0 million was from C.M. Life Insurance Company ($1.5 million unfunded) and $95.0 million was from MassMutual ($28.6 million unfunded).

In the normal course of business, the Company is party to financial instruments with off-balance sheet risk, consisting primarily of unused commitments to extend financing to the Company’s portfolio companies. Since commitments may expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements. As of ~~March 31,~~June 30, 2022, the Company believed that it had adequate financial resources to satisfy its unfunded commitments. The balances of unused commitments to extend financing as of ~~March 31,~~June 30, 2022 and December 31, 2021 were as follows:


Portfolio Company ($ in thousands)	Portfolio Company ($ in thousands)	Investment Type	March 31, 2022		December 31, 2021		Portfolio Company ($ in thousands)	Investment Type	June 30, 2022		December 31, 2021
Acclime Holdings HK Limited(1)	Acclime Holdings HK Limited(1)	Delayed Draw Term Loan	$	141	$	141	Acclime Holdings HK Limited(1)	Delayed Draw Term Loan	$	—	$	141
Acclime Holdings HK Limited(1)	Acclime Holdings HK Limited(1)	Delayed Draw Term Loan	776		776		Acclime Holdings HK Limited(1)	Delayed Draw Term Loan	—		776
Accurus Aerospace Corporation(1)(2)							Accurus Aerospace Corporation(1)(2)	Revolver	922		—
Air Comm Corporation, LLC(1)	Air Comm Corporation, LLC(1)	Delayed Draw Term Loan	108		108		Air Comm Corporation, LLC(1)	Delayed Draw Term Loan	108		108
Air Comm Corporation, LLC(1)	Air Comm Corporation, LLC(1)	Delayed Draw Term Loan	1,150		1,150		Air Comm Corporation, LLC(1)	Delayed Draw Term Loan	1,150		1,150
Amtech LLC(1)	Amtech LLC(1)	Delayed Draw Term Loan	909		909		Amtech LLC(1)	Delayed Draw Term Loan	909		909
Amtech LLC(1)	Amtech LLC(1)	Revolver	227		227		Amtech LLC(1)	Revolver	227		227
AnalytiChem Holding GmbH(1)(2)(3)	AnalytiChem Holding GmbH(1)(2)(3)	Delayed Draw Term Loan	2,526		2,582		AnalytiChem Holding GmbH(1)(2)(3)	Delayed Draw Term Loan	—		2,582
AnalytiChem Holding GmbH(1)(2)(3)							AnalytiChem Holding GmbH(1)(2)(3)	Incremental Term Loan	428		—
AnalytiChem Holding GmbH(1)(2)(3)							AnalytiChem Holding GmbH(1)(2)(3)	Bridge Revolver	168		—
Aquavista Watersides 2 LTD(1)(2)(4)	Aquavista Watersides 2 LTD(1)(2)(4)	Bridge Revolver	146		151		Aquavista Watersides 2 LTD(1)(2)(4)	Bridge Revolver	135		151
Aquavista Watersides 2 LTD(1)(2)(4)		Acquisition Facility	915		941
Astra Bidco Limited(1)(2)(4)		Delayed Draw Term Loan	748		769
Avance Clinical Bidco Pty Ltd(1)(5)		Delayed Draw Term Loan	1,081		1,046

6166

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)


Portfolio Company ($ in thousands)	Portfolio Company ($ in thousands)	Investment Type	March 31, 2022	December 31, 2021	Portfolio Company ($ in thousands)	Investment Type	June 30, 2022	December 31, 2021
Aquavista Watersides 2 LTD(1)(2)(4)					Aquavista Watersides 2 LTD(1)(2)(4)	Acquisition Facility	844	941
Astra Bidco Limited(1)(2)(4)					Astra Bidco Limited(1)(2)(4)	Delayed Draw Term Loan	690	769
Avance Clinical Bidco Pty Ltd(1)(2)(5)					Avance Clinical Bidco Pty Ltd(1)(2)(5)	Delayed Draw Term Loan	990	1,046
Azalea Buyer, Inc.(1)	Azalea Buyer, Inc.(1)	Delayed Draw Term Loan	641	641	Azalea Buyer, Inc.(1)	Delayed Draw Term Loan	641	641
Azalea Buyer, Inc.(1)	Azalea Buyer, Inc.(1)	Revolver	321	321	Azalea Buyer, Inc.(1)	Revolver	282	321
Bariacum S.A(1)(2)(3)	Bariacum S.A(1)(2)(3)	Acquisition Facility	668	682	Bariacum S.A(1)(2)(3)	Acquisition Facility	627	682
Beyond Risk Management, Inc.(1)(2)	Beyond Risk Management, Inc.(1)(2)	Delayed Draw Term Loan	2,573	2,573	Beyond Risk Management, Inc.(1)(2)	Delayed Draw Term Loan	2,423	2,573
BigHand UK Bidco Limited(1)(2)(4)	BigHand UK Bidco Limited(1)(2)(4)	Acquisition Facility	—	99	BigHand UK Bidco Limited(1)(2)(4)	Acquisition Facility	—	99
Bounteous, Inc.(1)	Bounteous, Inc.(1)	Delayed Draw Term Loan	2,580	2,580	Bounteous, Inc.(1)	Delayed Draw Term Loan	2,580	2,580
Brightpay Limited(1)(2)(3)	Brightpay Limited(1)(2)(3)	Delayed Draw Term Loan	217	389	Brightpay Limited(1)(2)(3)	Delayed Draw Term Loan	178	389
Brightpay Limited(1)(2)(3)	Brightpay Limited(1)(2)(3)	Delayed Draw Term Loan	127	130	Brightpay Limited(1)(2)(3)	Delayed Draw Term Loan	119	130
BrightSign LLC(1)(2)	BrightSign LLC(1)(2)	Revolver	715	715	BrightSign LLC(1)(2)	Revolver	715	715
British Engineering Services Holdco Limited(1)(4)		Bridge Revolver	—	86
CAi Software, LLC(1)		Revolver	707	707
British Engineering Services Holdco Limited(1)(2)(4)					British Engineering Services Holdco Limited(1)(2)(4)	Bridge Revolver	—	86
CAi Software, LLC(1)(2)					CAi Software, LLC(1)(2)	Revolver	707	707
Canadian Orthodontic Partners Corp.(1)(2)(6)	Canadian Orthodontic Partners Corp.(1)(2)(6)	Delayed Draw Term Loan	115	160	Canadian Orthodontic Partners Corp.(1)(2)(6)	Delayed Draw Term Loan	112	160
Ceres Pharma NV(1)(2)(3)	Ceres Pharma NV(1)(2)(3)	Delayed Draw Term Loan	975	996	Ceres Pharma NV(1)(2)(3)	Delayed Draw Term Loan	916	996
CGI Parent, LLC(1)(2)		Revolver	1,212	—
CGI Parent, LLC(1)					CGI Parent, LLC(1)	Revolver	1,653	—
Coastal Marina Holdings, LLC(1)(2)	Coastal Marina Holdings, LLC(1)(2)	PIK Tranche B Term Loan	656	656	Coastal Marina Holdings, LLC(1)(2)	PIK Tranche B Term Loan	656	656
Coastal Marina Holdings, LLC(1)(2)	Coastal Marina Holdings, LLC(1)(2)	Tranche A Term Loan	1,788	1,788	Coastal Marina Holdings, LLC(1)(2)	Tranche A Term Loan	1,788	1,788
Comply365, LLC(1)(2)					Comply365, LLC(1)(2)	Revolver	556	—
Coyo Uprising GmbH(1)(2)(3)	Coyo Uprising GmbH(1)(2)(3)	Delayed Draw Term Loan	1,053	1,076	Coyo Uprising GmbH(1)(2)(3)	Delayed Draw Term Loan	989	1,076
Crash Champions, LLC(1)(2)	Crash Champions, LLC(1)(2)	Delayed Draw Term Loan	237	2,712	Crash Champions, LLC(1)(2)	Delayed Draw Term Loan	237	2,712
CSL DualCom(1)(4)		Acquisition Term Loan	1,208	1,242
DecksDirect, LLC(1)		Revolver	58	218
Dune Group(1)(3)		Delayed Draw Term Loan	1,022	1,044
Dwyer Instruments, Inc.(1)		Delayed Draw Term Loan	1,094	1,094
CSL DualCom(1)(2)(4)					CSL DualCom(1)(2)(4)	Acquisition Term Loan	1,114	1,242
DecksDirect, LLC(1)(2)					DecksDirect, LLC(1)(2)	Revolver	153	218
Dune Group(1)(2)(3)					Dune Group(1)(2)(3)	Delayed Draw Term Loan	960	1,044
Dwyer Instruments, Inc.(1)(2)					Dwyer Instruments, Inc.(1)(2)	Delayed Draw Term Loan	1,094	1,094
Eclipse Business Capital, LLC(1)	Eclipse Business Capital, LLC(1)	Revolver	5,390	5,840	Eclipse Business Capital, LLC(1)	Revolver	3,234	5,840
EMI Porta Holdco LLC(1)	EMI Porta Holdco LLC(1)	Delayed Draw Term Loan	4,805	5,339	EMI Porta Holdco LLC(1)	Delayed Draw Term Loan	4,475	5,339
EMI Porta Holdco LLC(1)	EMI Porta Holdco LLC(1)	Revolver	1,012	1,271	EMI Porta Holdco LLC(1)	Revolver	859	1,271
EPS NASS Parent, Inc.(1)	EPS NASS Parent, Inc.(1)	Delayed Draw Term Loan	425	425	EPS NASS Parent, Inc.(1)	Delayed Draw Term Loan	187	425
eShipping, LLC(1)	eShipping, LLC(1)	Delayed Draw Term Loan	1,923	1,923	eShipping, LLC(1)	Delayed Draw Term Loan	1,923	1,923
eShipping, LLC(1)	eShipping, LLC(1)	Revolver	622	930	eShipping, LLC(1)	Revolver	1,122	930
Events Software BidCo Pty Ltd(1)(5)		Delayed Draw Term Loan	481	—
Events Software BidCo Pty Ltd(1)(2)(5)					Events Software BidCo Pty Ltd(1)(2)(5)	Delayed Draw Term Loan	440	—
Fineline Technologies, Inc.(1)	Fineline Technologies, Inc.(1)	Delayed Draw Term Loan	240	240	Fineline Technologies, Inc.(1)	Delayed Draw Term Loan	240	240
Finexvet(1)(2)(3)	Finexvet(1)(2)(3)	Acquisition Facility	967	—	Finexvet(1)(2)(3)	Acquisition Facility	230	—
Footco 40 Limited(1)(2)(4)					Footco 40 Limited(1)(2)(4)	Delayed Draw Term Loan	773	—
FragilePak LLC(1)(2)	FragilePak LLC(1)(2)	Delayed Draw Term Loan	3,779	3,779	FragilePak LLC(1)(2)	Delayed Draw Term Loan	3,779	3,779
Heartland Veterinary Partners, LLC(1)		Delayed Draw Term Loan	235	235
GPZN II GmbH(1)(2)(3)					GPZN II GmbH(1)(2)(3)	Term Loan	549	—
Heartland Veterinary Partners, LLC(1)(2)					Heartland Veterinary Partners, LLC(1)(2)	Delayed Draw Term Loan	95	235
IGL Holdings III Corp.(1)	IGL Holdings III Corp.(1)	Delayed Draw Term Loan	360	360	IGL Holdings III Corp.(1)	Delayed Draw Term Loan	—	360
Innovad Group II BV(1)(2)(3)	Innovad Group II BV(1)(2)(3)	Delayed Draw Term Loan	1,180	1,206	Innovad Group II BV(1)(2)(3)	Delayed Draw Term Loan	817	1,206
INOS 19-090 GmbH(1)(2)(3)	INOS 19-090 GmbH(1)(2)(3)	Acquisition Facility	859	878	INOS 19-090 GmbH(1)(2)(3)	Acquisition Facility	807	878
ITI Intermodal, Inc.(1)		Delayed Draw Term Loan	103	103
ITI Intermodal, Inc.(1)		Revolver	124	124
ITI Intermodal, Inc.(1)(2)					ITI Intermodal, Inc.(1)(2)	Delayed Draw Term Loan	103	103
ITI Intermodal, Inc.(1)(2)					ITI Intermodal, Inc.(1)(2)	Revolver	124	124
Jaguar Merger Sub Inc.(1)(2)	Jaguar Merger Sub Inc.(1)(2)	Delayed Draw Term Loan	1,781	1,961	Jaguar Merger Sub Inc.(1)(2)	Delayed Draw Term Loan	711	1,961
Jaguar Merger Sub Inc.(1)(2)	Jaguar Merger Sub Inc.(1)(2)	Revolver	490	490	Jaguar Merger Sub Inc.(1)(2)	Revolver	490	490
Jon Bidco Limited(1)(2)(7)	Jon Bidco Limited(1)(2)(7)	Capex & Acquisition Facility	958	—	Jon Bidco Limited(1)(2)(7)	Capex & Acquisition Facility	856	—
Jones Fish Hatcheries & Distributors LLC(1)(2)		Revolver	418	—
Kano Laboratories LLC(1)(2)		Delayed Draw Term Loan	1,574	1,903
Kano Laboratories LLC(1)(2)		Delayed Draw Term Loan	1,903	1,574
Lambir Bidco Limited(1)(2)(3)		Bridge Revolver	651	666
Lambir Bidco Limited(1)(2)(3)		Delayed Draw Term Loan	1,303	1,332
LeadsOnline, LLC(1)(2)		Revolver	1,952	—

6267

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)


Portfolio Company ($ in thousands)	Portfolio Company ($ in thousands)	Investment Type	March 31, 2022	December 31, 2021	Portfolio Company ($ in thousands)	Investment Type	June 30, 2022	December 31, 2021
LivTech Purchaser, Inc.(1)(2)		Delayed Draw Term Loan	130	316
Jones Fish Hatcheries & Distributors LLC(1)					Jones Fish Hatcheries & Distributors LLC(1)	Revolver	418	—
Kano Laboratories LLC(1)(2)					Kano Laboratories LLC(1)(2)	Delayed Draw Term Loan	1,574	1,903
Kano Laboratories LLC(1)(2)					Kano Laboratories LLC(1)(2)	Delayed Draw Term Loan	1,903	1,574
Lambir Bidco Limited(1)(2)(3)					Lambir Bidco Limited(1)(2)(3)	Bridge Revolver	—	666
Lambir Bidco Limited(1)(2)(3)					Lambir Bidco Limited(1)(2)(3)	Delayed Draw Term Loan	1,224	1,332
LeadsOnline, LLC(1)					LeadsOnline, LLC(1)	Revolver	1,692	—
LivTech Purchaser, Inc.(1)					LivTech Purchaser, Inc.(1)	Delayed Draw Term Loan	130	316
Marmoutier Holding B.V.(1)(2)(3)	Marmoutier Holding B.V.(1)(2)(3)	Delayed Draw Term Loan	396	405	Marmoutier Holding B.V.(1)(2)(3)	Delayed Draw Term Loan	372	405
Marmoutier Holding B.V.(1)(2)(3)	Marmoutier Holding B.V.(1)(2)(3)	Revolver	159	162	Marmoutier Holding B.V.(1)(2)(3)	Revolver	149	162
Marshall Excelsior Co.(1)(2)	Marshall Excelsior Co.(1)(2)	Revolver	633	—	Marshall Excelsior Co.(1)(2)	Revolver	416	—
MC Group Ventures Corporation(1)(2)		Delayed Draw Term Loan	861	861
Modern Star Holdings Bidco Pty Limited(1)(5)		CapEx Term Loan	371	360
Murphy Midco Limited(1)(4)		Delayed Draw Term Loan	881	906
Narda Acquisitionco., Inc.(1)		Revolver	684	684
MC Group Ventures Corporation(1)					MC Group Ventures Corporation(1)	Delayed Draw Term Loan	861	861
Modern Star Holdings Bidco Pty Limited(1)(2)(5)					Modern Star Holdings Bidco Pty Limited(1)(2)(5)	CapEx Term Loan	340	360
Murphy Midco Limited(1)(2)(4)					Murphy Midco Limited(1)(2)(4)	Delayed Draw Term Loan	813	906
Narda Acquisitionco., Inc.(1)(2)					Narda Acquisitionco., Inc.(1)(2)	Revolver	684	684
Navia Benefit Solutions, Inc.(1)	Navia Benefit Solutions, Inc.(1)	Delayed Draw Term Loan	4,338	4,338	Navia Benefit Solutions, Inc.(1)	Delayed Draw Term Loan	4,338	4,338
Nexus Underwriting Management Limited(1)(2)(4)	Nexus Underwriting Management Limited(1)(2)(4)	Revolver	52	53	Nexus Underwriting Management Limited(1)(2)(4)	Revolver	—	53
Nexus Underwriting Management Limited(1)(2)(4)	Nexus Underwriting Management Limited(1)(2)(4)	Acquisition Facility	962	989	Nexus Underwriting Management Limited(1)(2)(4)	Acquisition Facility	817	989
Novotech Aus Bidco Pty Ltd(1)(2)	Novotech Aus Bidco Pty Ltd(1)(2)	Capex & Acquisition Facility C	1,042	—	Novotech Aus Bidco Pty Ltd(1)(2)	Capex & Acquisition Facility C	1,042	—
OA Buyer, Inc.(1)		Revolver	1,331	1,331
OA Buyer, Inc.(1)(2)					OA Buyer, Inc.(1)(2)	Revolver	1,331	1,331
OAC Holdings I Corp(1)	OAC Holdings I Corp(1)	Revolver	343	—	OAC Holdings I Corp(1)	Revolver	147	—
OG III B.V.(1)(2)(3)	OG III B.V.(1)(2)(3)	Acquisition CapEx Facility	1,217	1,087	OG III B.V.(1)(2)(3)	Acquisition CapEx Facility	—	1,087
Omni Intermediate Holdings, LLC(1)(2)	Omni Intermediate Holdings, LLC(1)(2)	Delayed Draw Term Loan	—	683	Omni Intermediate Holdings, LLC(1)(2)	Delayed Draw Term Loan	—	683
Omni Intermediate Holdings, LLC(1)(2)	Omni Intermediate Holdings, LLC(1)(2)	Delayed Draw Term Loan	2,505	3,643	Omni Intermediate Holdings, LLC(1)(2)	Delayed Draw Term Loan	2,505	3,643
OSP Hamilton Purchaser, LLC(1)	OSP Hamilton Purchaser, LLC(1)	Revolver	187	187	OSP Hamilton Purchaser, LLC(1)	Revolver	131	187
Pacific Health Supplies Bidco Pty Limited(1)(5)	Pacific Health Supplies Bidco Pty Limited(1)(5)	CapEx Term Loan	355	343	Pacific Health Supplies Bidco Pty Limited(1)(5)	CapEx Term Loan	—	343
PDQ.Com Corporation(1)(2)		Delayed Draw Term Loan	—	868
PDQ.Com Corporation(1)					PDQ.Com Corporation(1)	Delayed Draw Term Loan	—	868
Perimeter Master Note Business Trust(1)(2)					Perimeter Master Note Business Trust(1)(2)	Secured Note - Class A	55	—
Perimeter Master Note Business Trust (1)(2)					Perimeter Master Note Business Trust (1)(2)	Secured Note - Class B	55	—
Perimeter Master Note Business Trust (1)(2)					Perimeter Master Note Business Trust (1)(2)	Secured Note - Class C	55	—
Perimeter Master Note Business Trust (1)(2)					Perimeter Master Note Business Trust (1)(2)	Secured Note - Class D	55	—
Perimeter Master Note Business Trust (1)(2)					Perimeter Master Note Business Trust (1)(2)	Secured Note - Class E	2,794	—
Polara Enterprises, L.L.C.(1)(2)	Polara Enterprises, L.L.C.(1)(2)	Revolver	273	273	Polara Enterprises, L.L.C.(1)(2)	Revolver	237	273
Policy Services Company, LLC(1)(2)	Policy Services Company, LLC(1)(2)	Delayed Draw Term Loan	1,579	2,632	Policy Services Company, LLC(1)(2)	Delayed Draw Term Loan	—	2,632
Premium Invest(1)(2)(3)	Premium Invest(1)(2)(3)	Acquisition Facility	779	834	Premium Invest(1)(2)(3)	Acquisition Facility	732	834
ProfitOptics, LLC(1)(2)	ProfitOptics, LLC(1)(2)	Revolver	194	—	ProfitOptics, LLC(1)(2)	Revolver	194	—
Protego Bidco B.V.(1)(2)(3)	Protego Bidco B.V.(1)(2)(3)	Delayed Draw Term Loan	219	224	Protego Bidco B.V.(1)(2)(3)	Delayed Draw Term Loan	206	224
QPE7 SPV1 BidCo Pty Ltd(1)(5)		Acquisition Term loan	—	461
PSP Intermediate 4, LLC(1)(2)(3)					PSP Intermediate 4, LLC(1)(2)(3)	Delayed Draw Term Loan	712	—
QPE7 SPV1 BidCo Pty Ltd(1)(2)(5)					QPE7 SPV1 BidCo Pty Ltd(1)(2)(5)	Acquisition Term loan	—	461
Questel Unite(1)(2)(3)	Questel Unite(1)(2)(3)	Incremental Term Loan	2,881	2,944	Questel Unite(1)(2)(3)	Incremental Term Loan	2,707	2,944
REP SEKO MERGER SUB LLC(1)(2)	REP SEKO MERGER SUB LLC(1)(2)	Delayed Draw Term Loan	653	727	REP SEKO MERGER SUB LLC(1)(2)	Delayed Draw Term Loan	465	727
Reward Gateway (UK) Ltd(1)(2)(4)	Reward Gateway (UK) Ltd(1)(2)(4)	Acquisition Facility	804	1,301	Reward Gateway (UK) Ltd(1)(2)(4)	Acquisition Facility	742	1,301
Riedel Beheer B.V.(1)(3)		Revolver	—	230
Riedel Beheer B.V.(1)(2)(3)					Riedel Beheer B.V.(1)(2)(3)	Revolver	—	230
Riedel Beheer B.V.(1)(2)(3)	Riedel Beheer B.V.(1)(2)(3)	Delayed Draw Term Loan	150	153	Riedel Beheer B.V.(1)(2)(3)	Delayed Draw Term Loan	141	153
Safety Products Holdings, LLC(1)	Safety Products Holdings, LLC(1)	Delayed Draw Term Loan	2,594	2,594	Safety Products Holdings, LLC(1)	Delayed Draw Term Loan	2,594	2,594
Sanoptis S.A.R.L.(1)(3)					Sanoptis S.A.R.L.(1)(3)	Acquisition Facility	2,806	—
Scaled Agile, Inc.(1)	Scaled Agile, Inc.(1)	Delayed Draw Term Loan	416	416	Scaled Agile, Inc.(1)	Delayed Draw Term Loan	416	416
Scaled Agile, Inc.(1)	Scaled Agile, Inc.(1)	Revolver	336	336	Scaled Agile, Inc.(1)	Revolver	336	336
Smartling, Inc.(1)		Delayed Draw Term Loan	1,176	1,177
Smartling, Inc.(1)		Revolver	588	588
SSCP Pegasus Midco Limited(1)(4)		Delayed Draw Term Loan	1,842	1,895
Superjet Buyer, LLC(1)		Revolver	1,460	1,460
Syntax Systems Ltd(1)(2)		Revolver	264	336
Syntax Systems Ltd(1)(2)		Delayed Draw Term Loan	1,142	1,142
Tank Holding Corp(1)		Revolver	655	—
Techone B.V.(1)(2)(3)		Delayed Draw Term Loan	475	485
Techone B.V.(1)(2)(3)		Revolver	127	129
Tencarva Machinery Company, LLC(1)		Delayed Draw Term Loan	591	591
Tencarva Machinery Company, LLC(1)		Revolver	752	752
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)(1)		Delayed Draw Term Loan	2,707	2,707
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)(1)		Revolver	796	796

6368

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)


Portfolio Company ($ in thousands)	Portfolio Company ($ in thousands)	Investment Type	March 31, 2022		December 31, 2021		Portfolio Company ($ in thousands)	Investment Type	June 30, 2022		December 31, 2021
Scout Bidco B.V.(1)(2)(3)							Scout Bidco B.V.(1)(2)(3)	Delayed Draw Term Loan	1,112		—
Scout Bidco B.V.(1)(2)(3)							Scout Bidco B.V.(1)(2)(3)	Revolver	504		—
Sereni Capital NV(1)(2)(3)							Sereni Capital NV(1)(2)(3)	Term Loan	376		—
Sereni Capital NV(1)(2)(3)							Sereni Capital NV(1)(2)(3)	Revolver	53		—
Smartling, Inc.(1)							Smartling, Inc.(1)	Delayed Draw Term Loan	1,176		1,177
Smartling, Inc.(1)							Smartling, Inc.(1)	Revolver	588		588
SSCP Pegasus Midco Limited(1)(2)(4)							SSCP Pegasus Midco Limited(1)(2)(4)	Delayed Draw Term Loan	1,699		1,895
Superjet Buyer, LLC(1)							Superjet Buyer, LLC(1)	Revolver	1,460		1,460
Syntax Systems Ltd(1)							Syntax Systems Ltd(1)	Revolver	264		336
Syntax Systems Ltd(1)							Syntax Systems Ltd(1)	Delayed Draw Term Loan	1,142		1,142
Tank Holding Corp(1)							Tank Holding Corp(1)	Revolver	382		—
Techone B.V.(1)(2)(3)							Techone B.V.(1)(2)(3)	Delayed Draw Term Loan	—		485
Techone B.V.(1)(2)(3)							Techone B.V.(1)(2)(3)	Revolver	65		129
Tencarva Machinery Company, LLC(1)							Tencarva Machinery Company, LLC(1)	Delayed Draw Term Loan	591		591
Tencarva Machinery Company, LLC(1)							Tencarva Machinery Company, LLC(1)	Revolver	752		752
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)(1)							The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)(1)	Delayed Draw Term Loan	2,707		2,707
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)(1)							The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)(1)	Revolver	796		796
Turbo Buyer, Inc.(1)	Turbo Buyer, Inc.(1)	Delayed Draw Term Loan	1,493		1,494		Turbo Buyer, Inc.(1)	Delayed Draw Term Loan	—		1,494
Turbo Buyer, Inc.(1)	Turbo Buyer, Inc.(1)	Delayed Draw Term Loan	1,623		—		Turbo Buyer, Inc.(1)	Delayed Draw Term Loan	1,537		—
Union Bidco Limited(1)(4)							Union Bidco Limited(1)(4)	Acquisition Facility	151		—
United Therapy Holding III GmbH(1)(2)(3)							United Therapy Holding III GmbH(1)(2)(3)	Acquisition Facility	1,588		—
Victoria Bidco Limited(1)(2)(4)	Victoria Bidco Limited(1)(2)(4)	Delayed Draw Term Loan	790		—		Victoria Bidco Limited(1)(2)(4)	Delayed Draw Term Loan	729		—
W2O Holdings, Inc.(1)	W2O Holdings, Inc.(1)	Delayed Draw Term Loan	1,549		1,549		W2O Holdings, Inc.(1)	Delayed Draw Term Loan	1,060		1,549
Waccamaw River(2)	Waccamaw River(2)	Joint Venture	4,580		11,280		Waccamaw River(2)	Joint Venture	2,480		11,280
Woodland Foods, LLC(1)	Woodland Foods, LLC(1)	Revolver	810		967		Woodland Foods, LLC(1)	Revolver	684		967
ZB Holdco LLC(1)(2)		Delayed Draw Term Loan	676		—
ZB Holdco LLC(1)(2)		Revolver	423		—
Xeinadin Bidco Limited(1)(2)(4)							Xeinadin Bidco Limited(1)(2)(4)	Term Loan	2,394		—
ZB Holdco LLC(1)							ZB Holdco LLC(1)	Delayed Draw Term Loan	676		—
ZB Holdco LLC(1)							ZB Holdco LLC(1)	Revolver	423		—
Zeppelin Bidco Limited(1)(2)(4)	Zeppelin Bidco Limited(1)(2)(4)	Capex / Acquisition Facility	1,736		—		Zeppelin Bidco Limited(1)(2)(4)	Capex / Acquisition Facility	1,270		—
Zeppelin Bidco Limited(1)(2)(4)	Zeppelin Bidco Limited(1)(2)(4)	Revolver	289		—		Zeppelin Bidco Limited(1)(2)(4)	Revolver	267		—
Total unused commitments to extend financing	Total unused commitments to extend financing		$	114,098	$	116,977	Total unused commitments to extend financing		$	110,000	$	116,977

(1)The Company’s estimate of the fair value of the current investments in this portfolio company includes an analysis of the fair value of any unfunded commitments.

(2)Represents a commitment to extend financing to a portfolio company where one or more of the Company’s current investments in the portfolio company are carried at less than cost.

(3)Actual commitment amount is denominated in Euros. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.

(4)Actual commitment amount is denominated in British pounds sterling. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.

(5)Actual commitment amount is denominated in Australian dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.

(6)Actual commitment amount is denominated in Canadian dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.

(7)Actual commitment amount is denominated in New Zealand dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.

COVID-19 Developments

During the ~~three~~six months ended ~~March 31,~~June 30, 2022, the COVID-19 pandemic continued to have ~~a significant~~an impact on the U.S and global economies. To the extent the Company’s portfolio companies are adversely impacted by the effects of the COVID-19 pandemic, it may have a material adverse impact on the Company’s future net investment income, the fair value of its portfolio investments, its financial condition and the results of operations and financial condition of the Company’s portfolio companies.

6469

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)

8. FINANCIAL HIGHLIGHTS

The following is a schedule of financial highlights for the ~~three~~six months ended ~~March 31,~~June 30, 2022 and 2021:


		Three Months Ended March 31,							Six Months Ended June 30,
($ in thousands, except share and per share amounts)	($ in thousands, except share and per share amounts)	2022			2021			($ in thousands, except share and per share amounts)	2022			2021
Per share data:	Per share data:							Per share data:
Net asset value at beginning of period	Net asset value at beginning of period	$	22.43		$	21.58		Net asset value at beginning of period	$	22.43		$	21.58
Net investment income(1)	Net investment income(1)	0.54			0.34			Net investment income(1)	1.15			0.88
Net realized gain on investments / foreign currency transactions(1)	Net realized gain on investments / foreign currency transactions(1)	0.13			0.03			Net realized gain on investments / foreign currency transactions(1)	0.10			0.18
Net unrealized appreciation on investments / foreign currency transactions(1)	Net unrealized appreciation on investments / foreign currency transactions(1)	0.11			0.51			Net unrealized appreciation on investments / foreign currency transactions(1)	(0.43)			0.47
Total increase from investment operations(1)	Total increase from investment operations(1)	0.78			0.88			Total increase from investment operations(1)	0.82			1.53
Dividends declared from net investment income	Dividends declared from net investment income	(0.44)			(0.34)			Dividends declared from net investment income	(0.96)			(0.63)
Dividends declared from realized gains	Dividends declared from realized gains	(0.07)			(0.04)			Dividends declared from realized gains	(0.07)			(0.20)
Total dividends declared	Total dividends declared	(0.51)			(0.38)			Total dividends declared	(1.03)			(0.83)

Loss on extinguishment of debt(1)	Loss on extinguishment of debt(1)	(0.01)			—			Loss on extinguishment of debt(1)	(0.01)			—

Other(2)	Other(2)	(0.06)			(0.09)			Other(2)	0.01			(0.09)
Net asset value at end of period	Net asset value at end of period	$	22.63		$	21.99		Net asset value at end of period	$	22.22		$	22.19
Shares outstanding at end of period	Shares outstanding at end of period	26,939,328			7,710,486			Shares outstanding at end of period	27,209,484			10,185,518
Net assets at end of period	Net assets at end of period	$	609,599		$	169,571		Net assets at end of period	$	604,587		$	226,046
Average net assets	Average net assets	$	487,448		$	148,878		Average net assets	$	548,900		$	178,019
Ratio of total expenses to average net assets (annualized)(3)	Ratio of total expenses to average net assets (annualized)(3)	6.14		%	7.25		%	Ratio of total expenses to average net assets (annualized)(3)	5.21		%	6.96		%
Ratio of net investment income to average net assets (annualized)(3)	Ratio of net investment income to average net assets (annualized)(3)	9.71		%	6.32		%	Ratio of net investment income to average net assets (annualized)(3)	10.23		%	8.22		%
Portfolio turnover ratio (annualized)	Portfolio turnover ratio (annualized)	0.36		%	33.24		%	Portfolio turnover ratio (annualized)	3.89		%	64.83		%
Total return(4)	Total return(4)	3.19		%	3.66		%	Total return(4)	3.64		%	6.78		%

(1)Weighted average per share data—basic and diluted; per share data was derived by using the weighted average shares outstanding during the applicable period.

(2)Represents the impact of the different share amounts used in calculating per share data as a result of calculating certain per share data based upon the weighted average basic shares outstanding during the period and certain per share data based on the shares outstanding as of a period end or transaction date.

(3)Does not include expenses of underlying investment companies, including joint ventures and short-term investments.

(4)Total return is calculated as the change in net asset value ("NAV") per share during the period, divided by the beginning NAV per share and assumes reinvestment of dividends at prices obtained by the Company’s dividend reinvestment plan during the period.

9. SUBSEQUENT EVENTS

Subsequent to ~~March 31,~~June 30, 2022, the Company made ~~approximately $101.1~~ approximately $110.6 million of new commitments, of which ~~$76.~~3 $85.5 million closed and funded. The ~~$76.~~3$85.5 million of investments consists ~~of $64.1~~of $79.6 million of first lien senior secured debt investments, ~~$9.2~~$5.3 million of second lien senior secured and subordinated debt investments and ~~$2.9~~$0.6 million of equity investments. The weighted average yield of the debt investments was ~~7.3%~~8.1%. In addition, the Company funded ~~$8.2~~$8.1 million of previously committed delayed draw term loans.

On April 25, 2022, the Company amended the ING Credit Facility to, among other things, (i) increase total commitments from lenders to $625.0 million from $500.0 million, (ii) upsize the accordion feature under the ING Credit Facility to allow for an increase in aggregate commitments thereunder from new and existing lenders on the same terms and conditions as the existing commitments up to a total of $800.0 million, subject to certain conditions and the satisfaction of specified financial covenants, and (iii) replace the LIBOR benchmark provisions under the ING Credit Facility with SOFR benchmark provisions.

~~On May 5,~~August 9, 2022, the Board declared a quarterly dividend of ~~$0.52~~$0.53 per share payable on ~~June 15,~~September 14, 2022 to holders of record as of ~~June 8,~~September 7, 2022.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion is designed to provide a better understanding of our unaudited consolidated financial statements for the three and six months ended ~~March 31,~~June 30, 2022, including a brief discussion of our business, key factors that impacted our performance and a summary of our operating results. The following discussion should be read in conjunction with the Unaudited Consolidated Financial Statements and the notes thereto included in Item 1 of this Quarterly Report on Form 10-Q, and the Consolidated Financial Statements and notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the year ended December 31, 2021. Historical results and percentage relationships among any amounts in the financial statements are not necessarily indicative of trends in operating results for any future periods.

Forward-Looking Statements

Some of the statements in this Quarterly Report constitute forward-looking statements because they relate to future events or our future performance or financial condition. Forward-looking statements may include, among other things, statements as to our future operating results, our business prospects and the prospects of our portfolio companies, the impact of the investments that we expect to make, the ability of our portfolio companies to achieve their objectives, our expected financings and investments, the adequacy of our cash resources and working capital, and the timing of cash flows, if any, from the operations of our portfolio companies. Words such as "expect," "anticipate," "target," "goals," "project," "intend," "plan," "believe," "seek," "estimate," "continue," "forecast," "may," "should," "potential," variations of such words, and similar expressions indicate a forward-looking statement, although not all forward-looking statements include these words. Readers are cautioned that the forward-looking statements contained in this Quarterly Report are only predictions, are not guarantees of future performance, and are subject to risks, events, uncertainties and assumptions that are difficult to predict. Our actual results could differ materially from those implied or expressed in the forward-looking statements for any reason, including the items discussed herein, in Item 1A entitled "Risk Factors" in Part I of our Annual Report on Form 10-K for the year ended December 31, 2021 and in Item 1A entitled "Risk Factors" in Part II of our subsequently filed Quarterly Reports on Form 10-Q. Other factors that could cause our actual results and financial condition to differ materially include, but are not limited to, changes in political, economic or industry conditions, the interest rate environment or conditions affecting the financial and capital markets, including with respect to changes from the impact of the COVID-19 pandemic; the length and duration of the COVID-19 outbreak in the United States as well as worldwide and the magnitude of the economic impact of that outbreak; the effect of the COVID-19 pandemic on our business prospects and the prospects of our portfolio companies, including our and their ability to achieve our respective objectives; the effect of the disruptions caused by the COVID-19 pandemic on our ability to continue to effectively manage our business and on the availability of equity and debt capital and our use of borrowed money to finance a portion of our investments; risks associated with possible disruption due to terrorism in our operations or the economy generally; and future changes in laws or regulations and conditions in our operating areas. These statements are based on our current expectations, estimates, forecasts, information and projections about the industry in which we operate and the beliefs and assumptions of our management as of the date of filing of this Quarterly Report. We assume no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless we are required to do so by law. Although we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that we may make directly to you or through reports that we in the future may file with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.

Overview of Our Business

We were formed on February 20, 2020 as a Maryland limited liability company and converted to a Maryland corporation on April 28, 2020. On July 13, 2020, we commenced operations and made our first portfolio company investment. We are externally managed by Barings LLC ("Barings"), an investment adviser that is registered with the SEC under the Investment Advisers Act of 1940, as amended (the "Advisers Act"). An externally-managed business development company (“BDC”) generally does not have any employees, and its investment and management functions are provided by an outside investment adviser and administrator under an investment advisory agreement and an administration agreement. Instead of directly compensating employees, we pay Barings for investment management and administrative services pursuant to the terms of an investment advisory agreement (the "Advisory Agreement") and an administration agreement (the "Administration Agreement").

Our investment objective is to provide consistently attractive returns. Barings employs fundamental credit analysis, and targets investments in businesses with relatively low levels of cyclicality (i.e., the risk of business cycles or other economic cycles adversely affecting them) and operating risk. 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

6671

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. A significant portion of our investments are expected to be rated below investment grade by rating agencies or, if unrated would be rated below investment grade if they were rated. Below investment grade securities, which are often referred to as “junk,” have predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal.

We invest in predominately senior secured private debt investments in well-established middle-market businesses that operate across a wide range of industries, as well as syndicated senior secured loans, structured product investments, bonds and other fixed income securities. Syndicated senior secured loans are either (i) marketed by investment banks, which are mandated to bring lenders together and underwrite the deal, to institutional investors or (ii) bought and sold by institutional investors in individually negotiated private transactions that function in many respects like an over-the-counter secondary market. On the other hand, senior secured private debt investments are negotiated directly with the borrower, rather than marketed by a third party or bought and sold in the secondary market. We believe senior secured private debt investments may offer higher returns and certain more favorable protections than syndicated senior secured loans. 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. We currently intend to invest primarily in senior secured private debt investments that have terms of between five and seven years and bear interest between the London Interbank Offered Rate (“LIBOR”) (or an applicable successor rate) plus 450 basis points and LIBOR plus 650 basis points per annum. As of ~~both March 31,~~June 30, 2022 and December 31, 2021, the weighted average yield on the principal amount of our outstanding debt investments was approximately 7.8% and 7.0%., respectively.

COVID-19 Developments

The spread of the Coronavirus and the COVID-19 pandemic, and the related effect on the U.S. and global economies, has had adverse consequences for the business operations of some of our portfolio companies ~~and has~~but no longer adversely ~~affected, and threatens to continue to adversely affect,~~affects our operations and the operations of Barings, including with respect to us. Barings has taken proactive steps around COVID-19 to address the potential impacts on their people, clients, communities and everyone they come in contact with, directly or through their premises. Protecting their employees and supporting the communities in which they live and work is a priority. Barings has now adopted a hybrid working model globally while maintaining service levels to our partners and clients. Barings’ return-to-office taskforce continues to monitor the COVID-19 situation globally and is prepared to adapt office working patterns as required to ensure the safety of its employees and clients who visit Barings office locations. Barings’ cybersecurity policies are applied consistently when working remotely or in the office.

We cannot predict the full impact of the COVID-19 pandemic, including its duration in the United States and worldwide and the magnitude of the economic impact of the outbreak, including with respect to the travel restrictions, business closures and other quarantine measures imposed on service providers and other individuals by various local, state, and federal governmental authorities, as well as non-U.S. governmental authorities. We are unable to predict the extent and duration of any business and supply-chain disruptions, the extent to which COVID-19 will negatively affect our portfolio companies’ operating results or the impact that such disruptions may have on our results of operations and financial condition. Depending on the duration and extent of the disruption to the operations of our portfolio companies, we expect that certain portfolio companies could experience financial distress and possibly default on their financial obligations to us and their other capital providers. Some of our portfolio companies may significantly curtail business operations, furlough or lay off employees and terminate service providers, and defer capital expenditures if subjected to prolonged and severe financial distress, which would likely impair their business on a permanent basis. These developments would likely result in a decrease in the value of our investment in any such portfolio company.

We will continue to monitor the situation relating to the COVID-19 pandemic and guidance from U.S. and international authorities, including federal, state and local public health authorities and may take additional actions based on their recommendations. In these circumstances, there may be developments outside our control requiring us to adjust our plan of operation. As such, given the dynamic nature of this situation, we cannot reasonably estimate the impacts of COVID-19 on our financial condition, results of operations or cash flows in the future. However, to the extent our portfolio companies are adversely impacted by the effects of the COVID-19 pandemic, it may have a material adverse impact on our future net investment income, the fair value of our portfolio investments, our financial condition and the results of operations and financial condition of our portfolio companies.

Relationship with Our Adviser, Barings

Our Adviser, Barings, a wholly-owned subsidiary of Massachusetts Mutual Life Insurance Company (“MassMutual”), is a leading global asset management firm and is registered with the SEC as an investment adviser under the Advisers Act. Barings’ primary investment capabilities include fixed income, private credit, real estate, equity, and alternative investments. Subject to the overall supervision of our board of directors (the “Board”), Barings’ Global Private Finance Group (“Barings GPFG”) manages our day-to-day operations, and provides investment advisory and management services to us. Barings GPFG is part of Barings’ ~~$290.9~~$274.4 billion Global Fixed Income Platform that invests in liquid, private and structured credit. Barings GPFG manages private funds and separately managed accounts, along with multiple public vehicles. The Adviser has retained its indirect, wholly-owned subsidiary, Baring International Investment Limited (“BIIL”), as a sub-adviser to manage European investments for us. BIIL is an investment adviser registered with the SEC in the United States and the Financial Conduct Authority in the United Kingdom with its principal office located in London, England. As of ~~March 31,~~June 30, 2022, BIIL had approximately ~~£14.5~~£16.7 billion in assets under management.

Among other things, Barings (i) determines the composition of our portfolio, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identifies, evaluates and negotiates the structure of the investments made by us; (iii) executes, closes, services and monitors the investments that we make; (iv) determines the securities and other assets that we will purchase, retain or sell; (v) performs due diligence on prospective portfolio companies and (vi) provides us with such other investment advisory, research and related services as we may, from time to time, reasonably require for the investment of our funds.

Under the terms of the Administration Agreement, Barings performs (or oversees, or arranges for, the performance of) the administrative services necessary for our operation, including, but not limited to, office facilities, equipment, clerical, bookkeeping and record keeping services at such office facilities and such other services as Barings, subject to review by the Board, will from time to time determine to be necessary or useful to perform its obligations under the Administration Agreement. Barings also, on our behalf and subject to the Board’s oversight, arranges for the services of, and oversees, custodians, depositories, transfer agents, dividend disbursing agents, other stockholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable. Barings is responsible for the financial and other records that we are required to maintain and will prepare all reports and other materials required to be filed with the SEC or any other regulatory authority.

Portfolio Investment Composition

The total value of our investment portfolio was ~~$1,017.2~~$1,125.1 million as of ~~March 31,~~June 30, 2022, as compared to $865.1 million as of December 31, 2021. As of ~~March 31,~~June 30, 2022, we had investments in ~~172~~188 portfolio companies with an aggregate cost of ~~$1,004.2~~$1,139.3 million. As of December 31, 2021, we had investments in 151 portfolio companies with an aggregate cost of $854.6 million. As of both ~~March 31,~~June 30, 2022 and December 31, 2021, none of our portfolio investments represented greater than 10% of the total fair value of our investment portfolio.

As of ~~March 31,~~June 30, 2022 and December 31, 2021, our investment portfolio consisted of the following investments:

($ in thousands) Cost Percentage of
Total
Portfolio Fair Value Percentage of
Total
Portfolio
March 31, 2022:
Senior debt and 1st lien notes
$ 747,135 74 % $ 744,891 73 %
Subordinated debt and 2nd lien notes
97,176 10 97,269 9
Structured products 29,002 3 29,455 3
Equity shares 63,421 6 79,197 8
Equity warrants 68 — 56 —
Investments in joint ventures 67,420 7 66,297 7
$ 1,004,222 100 % $ 1,017,165 100 %


($ in thousands)	Cost		Percentage of Total Portfolio		Fair Value		Percentage of Total Portfolio
June 30, 2022:
Senior debt and 1st lien notes	$	841,181	73	%	$	819,911	72	%
Subordinated debt and 2nd lien notes	123,513		11		120,916		11
Structured products	30,266		3		29,314		3
Equity shares	78,385		7		92,633		8
Equity warrants	68		—		38		—
Investments in joint ventures	65,889		6		62,289		6

	$	1,139,302	100	%	$	1,125,101	99	%


($ in thousands)	Cost		Percentage of Total Portfolio		Fair Value		Percentage of Total Portfolio
December 31, 2021:
Senior debt and 1st lien notes	$	618,911	72	%	$	620,928	72
Subordinated debt and 2nd lien notes	91,067		11		92,297		11
Structured products	29,477		3		30,900		3
Equity shares	56,431		7		59,601		7
Equity warrants	68		—		163		—
Investments in joint ventures	58,689		7		61,253		7

	$	854,643	100	%	$	865,142	100	%

Investment Activity

During the ~~three~~six months ended ~~March 31,~~June 30, 2022, we made 2145 new investments totaling ~~$127.8~~$237.0 million, made investments in existing portfolio companies totaling ~~$15.9~~$71.0 million and made additional investments in joint venture equity portfolio companies totaling ~~$8.7~~$10.8 million. We had seven loans repaid at par totaling $18.8 million and received ~~$2.0~~$9.3 million of portfolio company principal payments and ~~sold $0.2 million of loans,~~sales proceeds, recognizing a net realized ~~gain~~loss on these transactions of ~~$0.2~~$1.6 million. In addition, we received $3.6 million of return of capital from one of our joint ventures.

During the ~~three~~six months ended ~~March 31,~~June 30, 2021, we made 1843 new investments totaling ~~$126.0~~$335.5 million, made investments in existing portfolio companies totaling ~~$12.6~~$18.7 million and made a new joint venture equity investment totaling ~~$4.6~~$48.2 million. We received ~~$1.4~~$4.1 million of portfolio company principal payments and sold ~~$15.5~~$15.4 million of loans, recognizing a net realized gain on these transactions of $0.4 million. In addition, we sold ~~$29.9~~$103.4 million of middle-market portfolio company debt investments to our joint venture, realizing a gain on these transactions of ~~$0.1~~$0.8 million.

Total portfolio investment activity for the ~~three~~six months ended ~~March 31,~~June 30, 2022 and 2021 was as follows:


Three Months Ended March 31, 2022: ($ in thousands)		Senior Debt and 1st Lien Notes		Subordinated Debt and 2nd Lien Notes		Structured Products		Equity Shares		Equity Warrants		Investments in Joint Ventures		Total
Six Months Ended June 30, 2022: ($ in thousands)																Six Months Ended June 30, 2022: ($ in thousands)	Senior Debt and 1st Lien Notes		Subordinated Debt and 2nd Lien Notes		Structured Products		Equity Shares		Equity Warrants		Investments in Joint Ventures		Total
Fair value, beginning of period	Fair value, beginning of period	$	620,928	$	92,297	$	30,900	$	59,601	$	163	$	61,253	$	865,142	Fair value, beginning of period	$	620,928	$	92,297	$	30,900	$	59,601	$	163	$	61,253	$	865,142
New investments	New investments	130,953		5,811		—		6,990				8,731		152,485		New investments	249,271		32,276		4,520		21,954		—		10,831		318,852
Proceeds from sales of investments	Proceeds from sales of investments	(276)		—		—		—		—		—		(276)		Proceeds from sales of investments	784		—		(2,792)		—		—		(3,631)		(5,639)
Loan origination fees received	Loan origination fees received	(2,711)		18		—		—		—		—		(2,693)		Loan origination fees received	(4,938)		(607)		—		—		—		—		(5,545)
Principal repayments received	Principal repayments received	(1,532)		—		(478)		—		—		—		(2,010)		Principal repayments received	(25,130)		—		(945)		—		—		—		(26,075)
Payment-in-kind interest earned		668		210		—		—		—		—		878
Accretion of loan discount		219		36		3		—		—		—		258
Payment-in-kind interest																Payment-in-kind interest	1,299		608		—		—		—		—		1,907
Accretion of loan premium/discount																Accretion of loan premium/discount	916		82		7		—		—		—		1,005
Accretion of deferred loan origination revenue	Accretion of deferred loan origination revenue	675		35		—		—		—		—		710		Accretion of deferred loan origination revenue	1,668		87		—		—		—		—		1,755
Realized gain		229		—		—		—		—		—		229
Realized loss																Realized loss	(1,599)		—		—		—		—		—		(1,599)
Unrealized appreciation (depreciation)	Unrealized appreciation (depreciation)	(4,262)		(1,138)		(970)		12,606		(107)		(3,687)		2,442		Unrealized appreciation (depreciation)	(23,288)		(3,827)		(2,376)		11,078		(125)		(6,164)		(24,702)
Fair value, end of period	Fair value, end of period	$	744,891	$	97,269	$	29,455	$	79,197	$	56	$	66,297	$	1,017,165	Fair value, end of period	$	819,911	$	120,916	$	29,314	$	92,633	$	38	$	62,289	$	1,125,101


Three Months Ended March 31, 2021: ($ in thousands)		Senior Debt and 1st Lien Notes		Subordinated Debt and 2nd Lien Notes		Structured Products		Equity Shares		Equity Warrants		Investments in Joint Ventures		Short-term Investments		Total
Six Months Ended June 30, 2021: ($ in thousands)																		Six Months Ended June 30, 2021: ($ in thousands)	Senior Debt and 1st Lien Notes		Subordinated Debt and 2nd Lien Notes		Structured Products		Equity Shares		Equity Warrants		Investments in Joint Ventures		Short-term Investments		Total
Fair value, beginning of period	Fair value, beginning of period	$	164,239	$	9,022	$	10,383	$	207	$	112	$	—	$	31,100	$	215,062	Fair value, beginning of period	$	164,239	$	9,022	$	10,383	$	207	$	112	$	—	$	31,100	$	215,063
New investments	New investments	129,987		5,014		—		3,529		—		4,642		49,905		193,077		New investments	288,527		57,876		2,700		5,125		—		48,171		82,907		485,306
Proceeds from sales of investments	Proceeds from sales of investments	(45,408)		—		—		—		—		—		(62,700)		(108,108)		Proceeds from sales of investments	(114,928)		(3,889)		—		—		—		—		(111,006)		(229,823)
Loan origination fees received	Loan origination fees received	(3,088)		(139)		—		—		—		—		—		(3,227)		Loan origination fees received	(7,174)		(1,408)		—		—		—		—		—		(8,582)
Principal repayments received	Principal repayments received	(973)		—		(390)		—		—		—		—		(1,363)		Principal repayments received	(5,071)		(5,742)		(1,334)		—		—		—		—		(12,147)
Payment-in-kind interest earned		306		—		—		—		—		—		—		306
Payment-in-kind interest																		Payment-in-kind interest	852		—		—		—		—		—		—		852
Accretion of loan premium/ discount	Accretion of loan premium/ discount	423		3		—		—		—		—		—		426		Accretion of loan premium/ discount	880		127		—		—		—		—		—		1,007
Accretion of deferred loan origination revenue	Accretion of deferred loan origination revenue	217		4		—		—		—		—		—		221		Accretion of deferred loan origination revenue	553		18		—		—		—		—		—		571
Realized gain		546		—		—		—		—		—		—		546
Realized gain (loss)																		Realized gain (loss)	1,300		(4)		—		—		—		—		(1)		1,295
Unrealized appreciation (depreciation)	Unrealized appreciation (depreciation)	1,085		135		550		18		195		(185)		(1)		1,797		Unrealized appreciation (depreciation)	1,281		556		592		383		124		(310)		—		2,626
Fair value, end of period	Fair value, end of period	$	247,334	$	14,039	$	10,543	$	3,754	$	307	$	4,457	$	18,304	$	298,737	Fair value, end of period	$	330,459	$	56,556	$	12,341	$	5,715	$	236	$	47,861	$	3,000	$	456,168

Non-Accrual Assets

Generally, when interest and/or principal payments on a loan become past due, or if we otherwise do not expect the borrower to be able to service its debt and other obligations, we will place the loan on non-accrual status and will generally cease recognizing interest income on that loan for financial reporting purposes until all principal and interest have been brought current through payment or due to a restructuring such that the interest income is deemed to be collectible. As of both ~~March 31,~~June 30, 2022 and December 31, 2021, we had no non-accrual assets.

~~Results~~Investment Income

Interest income, including amortization of ~~Operations~~premium and accretion of discount, is recorded on the accrual basis to the extent that such amounts are expected to be collected. Generally, when interest and/or principal payments on a loan become past due, or if the Company otherwise does not expect the borrower to be able to service its debt and other obligations, the Company will place the loan on non-accrual status and will generally cease recognizing interest income on that loan for financial reporting purposes until all principal and interest have been brought current through payment or due to a restructuring such that the interest income is deemed to be collectible. The Company writes off any previously accrued and uncollected interest when it is determined that interest is no longer considered collectible. As of June 30, 2022, the Company had no non-accrual assets. Dividend income is recorded on the ex-dividend date.

~~Comparison~~Payment-in-Kind Interest

The Company currently holds, and expects to hold in the future, some loans in its portfolio that contain PIK interest provisions. PIK interest, computed at the contractual rate specified in each loan agreement, is periodically added to the principal balance of the ~~three months ended March 31, 2022~~loan, rather than being paid to the Company in cash, and ~~2021~~is recorded as interest income. Thus, the actual collection of PIK interest may be deferred until the time of debt principal repayment.

~~Operating results~~PIK interest, which is a non-cash source of income at the time of recognition, is included in the Company’s taxable income and therefore affects the amount the Company is required to distribute to its stockholders to maintain its tax treatment as a RIC for federal income tax purposes, even though the Company has not yet collected the cash. Generally, when current cash interest and/or principal payments on a loan become past due, or if the Company otherwise does not expect the borrower to be able to service its debt and other obligations, the Company will place the loan on non-accrual status and will generally cease recognizing PIK interest income on that loan for financial reporting purposes until all principal and interest have been brought current through payment or due to a restructuring such that the interest income is deemed to be collectible. The Company writes off any accrued and uncollected PIK interest when it is determined that the PIK interest is no longer collectible.

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)

Fee Income

Fee income for the three and six months ended ~~March 31,~~June 30, 2022 and 2021 ~~were~~was as follows:

Three Months
Ended Three Months Ended
($ in thousands) March 31,
2022 March 31,
2021
Total investment income $ 19,320 $ 5,052
Total operating expenses 7,304 2,693
Net investment income before taxes 12,016 2,359
Income taxes, including excise tax expense — 7
Net investment income after taxes 12,016 2,352
Net realized gains 2,917 207
Net unrealized appreciation 2,331 3,551
Net realized gains and unrealized appreciation on investments and foreign currency borrowings 5,248 3,758
Loss on extinguishment of debt (181) —
Net increase in net assets resulting from operations $ 17,083 $ 6,110


	Three Months Ended		Three Months Ended		Six Months Ended		Six Months Ended
($ in thousands)	June 30, 2022		June 30, 2021		June 30, 2022		June 30, 2021
Recurring Fee Income:
Amortization of loan origination fees	$	800	$	327	$	1,488	$	528
Management, valuation and other fees	274		105		544		180
Total Recurring Fee Income	1,074		432		2,032		708
Non-Recurring Fee Income:

Acceleration of unamortized loan origination fees	244		23		265		44
Advisory, loan amendment and other fees	410		16		446		14
Total Non-Recurring Fee Income	654		39		711		58
Total Fee Income	$	1,728	$	471	$	2,743	$	766

Offering Costs

Other General and Administrative Expenses

Concentration of Credit Risk

As of both June 30, 2022 and December 31, 2021, there were no individual investments representing greater than 10% of the fair value of the Company’s portfolio. As of June 30, 2022 and December 31, 2021, the Company’s largest single portfolio company investment, excluding short-term investments, represented approximately 5.6% and 5.7%, respectively, of the fair value of the Company’s portfolio. Income, consisting of interest, dividends, fees, other investment income and realization of gains or losses, can fluctuate dramatically upon repayment of an investment or sale of an equity interest and in any given year can be highly concentrated among several portfolio companies.

As of June 30, 2022, all of the Company's assets were or will be pledged as collateral for the ING Credit Facility.

The Company places its cash with financial institutions and, at times, cash may exceed insured limits under applicable law.

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)

Investments Denominated in Foreign Currency

As of June 30, 2022 the Company held nine investments that were denominated in Australian dollars, one investment that was denominated in Canadian dollars, one investment that was denominated in Danish kroner, one investment that was denominated in New Zealand dollars, 38 investments that were denominated in Euros, one investment that was denominated in Swiss francs and 21 investments that were denominated in British pounds sterling. As of December 31, 2021, the Company held six investments that were denominated in Australian dollars, one investment that was denominated in Canadian dollars, one investment that was denominated in Danish kroner, 28 investments that were denominated in Euros and 15 investments that were denominated in British pounds sterling.

In addition, during both the six months ended June 30, 2022 and June 30, 2021, the Company entered into forward currency contracts primarily to help mitigate the impact that an adverse change in foreign exchange rates would have on the Company's investments denominated in foreign currencies. Net ~~increases (decreases)~~unrealized appreciation or depreciation on foreign currency contracts are included in “Net unrealized appreciation (depreciation) - foreign currency transactions” and net realized gains or losses on forward currency contracts are included in “Net realized gains (losses) - foreign currency transactions” in the Company’s Unaudited Consolidated Statement of Operations.

4. INCOME TAXES

Taxable income generally differs from increase in net assets resulting from operations ~~can vary substantially from period to period~~ due to ~~various factors, including~~temporary and permanent differences in the recognition of ~~realized~~income and expenses, and generally excludes net unrealized gains or losses, as unrealized gains or losses are generally not included in taxable income until they are realized. The Company makes certain adjustments to the

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)

classification of net assets as a result of permanent book-to-tax differences, which include differences in the book and tax basis of certain assets and liabilities, and nondeductible federal taxes or losses among other items. To the extent these differences are permanent, they are charged or credited to additional paid in capital, or total distributable earnings (loss), as appropriate.

For federal income tax purposes, the cost of investments owned as of June 30, 2022 and December 31, 2021 was approximately $1,139.3 million and $854.7 million, respectively. As of June 30, 2022, net unrealized appreciation on the Company's investments (tax basis) was approximately $5.3 million, consisting of gross unrealized appreciation, where the fair value of the Company's investments exceeds their tax cost, of approximately $38.9 million and ~~depreciation.~~gross unrealized depreciation, where the tax cost of the Company's investments exceeds their fair value, of approximately $33.7 million. As of December 31, 2021, net unrealized appreciation on the Company’s investments (tax basis) was approximately $15.8 million, consisting of gross unrealized appreciation, where the fair value of the Company’s investments exceeds their tax cost, of approximately $20.5 million and gross unrealized depreciation, where the tax cost of the Company’s investments exceeds their fair value, of approximately $4.7 million.

In addition, the Company has a wholly-owned taxable subsidiary (the "Taxable Subsidiary"), which holds certain portfolio investments. The Taxable Subsidiary is consolidated for financial reporting purposes, such that the Company's consolidated financial statements reflects the Company’s investments in the portfolio companies owned by the Taxable Subsidiary. The purpose of the Taxable Subsidiary is to permit the Company to hold certain portfolio companies that are organized as LLCs (or other forms of pass-through entities) and still satisfy the RIC tax requirement that at least 90% of the RIC’s gross revenue for income tax purposes must consist of qualifying investment income. Absent the Taxable Subsidiary, a proportionate amount of any gross income of an LLC (or other pass-through entity) portfolio investment would flow through directly to the RIC. To the extent that such income did not consist of qualifying investment income, it could jeopardize the Company's ability to qualify as a RIC and therefore cause the Company to incur significant amounts of federal income taxes. When LLCs (or other pass-through entities) are owned by the Taxable Subsidiary, their income is taxed to the Taxable Subsidiary and does not flow through to the RIC, thereby helping the Company preserve its RIC tax treatment and resultant tax advantages. The Taxable Subsidiary is not consolidated for income tax purposes and may generate income tax expense or benefit as a result ~~comparisons~~ of their ownership of the portfolio companies. This income tax expense or benefit, if any, is reflected in the Company's Unaudited and Audited Consolidated Statement of Operations. Additionally, any unrealized appreciation related to portfolio investments held by the Taxable Subsidiary (net of unrealized depreciation related to portfolio investments held by the Taxable Subsidiary), if any, will be reflected net of applicable federal and state income taxes, if any, in the Company's Unaudited Consolidated Statement of Operations, with the related deferred tax assets or liabilities, if any, included in "Accounts payable and accrued liabilities" in the Company’s Unaudited and Audited Consolidated Balance Sheet. As of June 30, 2022, the Company recorded a net deferred tax liability of $0.2 million pertaining to tax basis differences in the Taxable Subsidiary's investment in certain partnership interests.

5. BORROWINGS

The Company had the following borrowings outstanding as of June 30, 2022 and December 31, 2021:


Issuance Date ($ in thousands)	Maturity Date	Interest Rate as of June 30, 2022	June 30, 2022		December 31, 2021
Subscription Facility:
September 21, 2020	NA	NA	$	—	$	67,954
Total Subscription Facility			$	—	$	67,954
Credit Facility:
January 15, 2021	April 30, 2026	3.879%	$	594,241	$	390,155
Total Credit Facility			$	594,241	$	390,155
Notes:
February 22, 2022	February 22, 2027	4.750%	$	100,000	$	—
(Less: Deferred financing fees)			$	(331)	$	—
Total Notes			$	99,669	$	—

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)

September 2020 Subscription Facility

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)

ING Capital Credit Facility

On April 30, 2021, the Company amended and restated the credit agreement governing the ING Credit Facility to increase the total commitments under the facility to $325.0 million and include a $25.0 million letter of credit sub-facility. On July 22, 2021, the Company entered into an incremental commitment and assumption agreement to increase the aggregate commitments under the ING Credit Facility to $500.0 million. As amended as of March 31, 2022, the Company had aggregate commitments from lenders of $500.0 million under the ING Credit Facility, the maximum commitment then allowed under the ING Credit Facility. On April 25, 2022, the Company amended the ING Credit Facility to, among other things, (i) increase total commitments from lenders to $625.0 million from $500.0 million, (ii) upsize the accordion feature under the ING Credit Facility to allow for an increase in aggregate commitments thereunder from new and existing lenders on the same terms and conditions as the existing commitments up to a total of $800.0 million, subject to certain conditions and the satisfaction of specified financial covenants, and (iii) replace the LIBOR benchmark provisions under the ING Credit Facility with SOFR benchmark provisions.

As of June 30, 2022, the Company had U.S. dollar borrowings of $470.0 million under the ING Credit Facility with an interest rate of 4.211% (with Term SOFR borrowings subject to one month SOFR of 1.505% and ABR borrowings subject to the Prime Rate of 4.75%), borrowings denominated in British pounds sterling of £33.2 million ($40.3 million U.S. dollars) with an interest rate of 3.122% (one month GBP LIBOR of 0.972%), borrowings denominated in Euros of €63.5 million ($66.4 million U.S. dollars) with an interest rate of 2.150% (one month EURIBOR of 0.000%) and borrowings denominated in

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)

Australian Dollars of A$25.5 million ($17.5 million U.S. dollars) with an interest rate of 3.275% (one month AUD Screen Rate of 1.125%). The borrowings denominated in foreign currencies were translated into U.S. dollars based on the spot rate at the relevant balance sheet date. The impact resulting from ~~operations~~changes in foreign exchange rates on the ING Credit Facility borrowings is included in “unrealized appreciation (depreciation) - foreign currency transactions” in the Company’s Unaudited Consolidated Statement of Operations.

As of June 30, 2022, the fair value of the borrowings outstanding under the ING Credit Facility was $594.2 million. The fair values of the borrowings outstanding under the ING Credit Facility are based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.

February 2027 Notes

The February 2027 Notes, for which the Company is required to obtain an initial rating by June 30, 2022, have a fixed interest rate of 4.75% per year, subject to a step up of (x) 1.25% per year, to the extent that the initial rating for the February 2027 Notes does not satisfy certain investment grade rating conditions, and (y) at any time after the Company has received an investment grade rating for the February 2027 Notes, 0.75% per year, to the extent the February 2027 Notes thereafter fail to satisfy certain investment grade rating conditions.

The Company’s obligations under the February 2022 NPA are general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company. As of June 30, 2022, the Company was in compliance with all covenants under the February 2022 NPA.

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)

The February 2027 Notes were offered in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The February 2027 Notes have not and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be ~~meaningful.~~offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, as applicable.

As of June 30, 2022, the fair value of the February 2027 Notes was $89.5 million. The fair value determinations of the February 2027 Notes were based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.

6. DERIVATIVE INSTRUMENTS

The Company enters into forward currency contracts from time to time to primarily help mitigate the impact that an adverse change in foreign exchange rates would have on net interest income from the Company’s investments and related borrowings denominated in foreign currencies. Net unrealized appreciation or depreciation on foreign currency contracts are included in “Net unrealized appreciation (depreciation) - foreign currency transactions” and net realized gains or losses on forward currency contracts are included in “Net realized gains (losses) - foreign currency transactions” in the Unaudited Consolidated Statement of Operations. Forward currency contracts are considered undesignated derivative instruments.

The following tables present the Company's foreign currency forward contracts as of June 30, 2022 and December 31, 2021:

As of June 30, 2022

Description

($ in thousands)

Notional Amount to be Purchased

Notional Amount to be Sold

Maturity Date

Gross Amount of Recognized Assets (Liabilities)

Balance Sheet Location of Net Amounts

Foreign currency forward contract (AUD)

$29,465

A$39,283

07/07/22

2,340

Prepaid expense and other assets

Foreign currency forward contract (AUD)

A$39,283

$27,149

07/07/22

(24)

Derivative liability

Foreign currency forward contract (AUD)

$27,704

A$40,052

10/06/22

Prepaid expense and other assets

Foreign currency forward contract (CAD)

$4,606

C$5,765

07/07/22

127

Prepaid expense and other assets

Foreign currency forward contract (CAD)

C$5,765

$4,483

07/07/22

(5)

Derivative liability

Foreign currency forward contract (CAD)

$4,496

C$5,780

10/06/22

Prepaid expense and other assets

Foreign currency forward contract (DKK)

3,552kr.

$503

07/07/22

(3)

Derivative liability

Foreign currency forward contract (DKK)

$531

3,552kr.

07/07/22

Prepaid expense and other assets

Foreign currency forward contract (DKK)

$511

3,585kr.

10/06/22

Prepaid expense and other assets

Foreign currency forward contract (EUR)

€68,233

$71,845

07/07/22

(406)

Derivative liability

Foreign currency forward contract (EUR)

$43,848

€39,433

07/07/22

2,562

Prepaid expense and other assets

Foreign currency forward contract (EUR)

$30,869

€28,800

07/07/22

716

Prepaid expense and other assets

Foreign currency forward contract (EUR)

$2,119

€2,000

10/06/22

Prepaid expense and other assets

Foreign currency forward contract (EUR)

$66,208

€62,479

10/06/22

361

Prepaid expense and other assets

Foreign currency forward contract (GBP)

£9,030

$11,013

07/07/22

(29)

Derivative liability

Foreign currency forward contract (GBP)

$11,181

£8,800

07/07/22

477

Prepaid expense and other assets

Foreign currency forward contract (GBP)

$300

£230

07/07/22

Prepaid expense and other assets

Foreign currency forward contract (GBP)

$11,234

£9,195

10/06/22

Prepaid expense and other assets

Foreign currency forward contract (NZD)

$4,852

NZ$7,023

07/07/22

466

Prepaid expense and other assets

Foreign currency forward contract (NZD)

NZ$7,023

$4,392

07/07/22

(7)

Derivative liability

Foreign currency forward contract (NZD)

$4,384

NZ$7,019

10/06/22

Prepaid expense and other assets

Foreign currency forward contract (CHF)

1,200Fr.

$1,255

07/07/22

Prepaid expense and other assets

Foreign currency forward contract (CHF)

$1,253

1,200Fr.

07/07/22

(4)

Derivative liability

Foreign currency forward contract (CHF)

$1,263

1,200Fr.

10/06/22

(2)

Derivative liability

Total

6,706

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)


As of December 31, 2021 Description ($ in thousands)	Notional Amount to be Purchased	Notional Amount to be Sold	Maturity Date	Gross Amount of Recognized Assets (Liabilities)		Balance Sheet Location of Net Amounts
Foreign currency forward contract (AUD)	$12,250	A$8,906	01/06/22	$	(1)	Derivative liability
Foreign currency forward contract (AUD)	A$8,834	$12,250	01/06/22	(71)		Derivative liability
Foreign currency forward contract (AUD)	$5,503	€7,659	04/08/22	(66)		Derivative liability

Foreign currency forward contract (CAD)	€5,580	$4,366	01/06/22	44		Prepaid expense and other assets
Foreign currency forward contract (CAD)	€4,373	$5,580	01/06/22	(36)		Derivative liability
Foreign currency forward contract (CAD)	$270	£349	04/08/22	(6)		Derivative liability
Foreign currency forward contract (CAD)	$4,439	£5,675	04/08/22	(44)		Derivative liability

Foreign currency forward contract (DKK)	£3,526	$537	01/06/22	2		Prepaid expense and other assets
Foreign currency forward contract (DKK)	£551	$3,526	01/06/22	12		Prepaid expense and other assets
Foreign currency forward contract (DKK)	£531	$3,481	04/08/22	(2)		Derivative liability

Foreign currency forward contract (EUR)	£20,807	$23,557	01/06/22	119		Prepaid expense and other assets
Foreign currency forward contract (EUR)	£5,181	$4,500	01/06/22	61		Prepaid expense and other assets
Foreign currency forward contract (EUR)	£18,704	$16,307	01/06/22	149		Prepaid expense and other assets
Foreign currency forward contract (EUR)	£10,436	$9,200	04/08/22	(54)		Derivative liability
Foreign currency forward contract (EUR)	£25,362	$22,357	04/08/22	(129)		Derivative liability

Foreign currency forward contract (GBP)	£8,566	$11,504	01/06/22	96		Prepaid expense and other assets
Foreign currency forward contract (GBP)	£4,068	$5,418	04/08/22	88		Prepaid expense and other assets
Foreign currency forward contract (GBP)	£11,472	$8,566	01/06/22	(129)		Derivative liability
Total				$	33

As of June 30, 2022 and December 31, 2021, the total fair value of the Company's foreign currency forward contracts was $6.7 million and $33,665, respectively. The fair values of the Company’s foreign currency forward contracts are based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.

7. COMMITMENTS AND CONTINGENCIES

As of June 30, 2022, the Company had $568.7 million in total capital commitments from investors of which $5.0 million was from C.M. Life Insurance Company, an affiliate of MassMutual and the Adviser, and $95.0 million was from MassMutual. As of June 30, 2022, all commitments have been funded.

In the normal course of business, the Company is party to financial instruments with off-balance sheet risk, consisting primarily of unused commitments to extend financing to the Company’s portfolio companies. Since commitments may expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements. As of June 30, 2022, the Company believed that it had adequate financial resources to satisfy its unfunded commitments. The balances of unused commitments to extend financing as of June 30, 2022 and December 31, 2021 were as follows:


Portfolio Company ($ in thousands)	Investment Type	June 30, 2022		December 31, 2021
Acclime Holdings HK Limited(1)	Delayed Draw Term Loan	$	—	$	141
Acclime Holdings HK Limited(1)	Delayed Draw Term Loan	—		776
Accurus Aerospace Corporation(1)(2)	Revolver	922		—
Air Comm Corporation, LLC(1)	Delayed Draw Term Loan	108		108
Air Comm Corporation, LLC(1)	Delayed Draw Term Loan	1,150		1,150
Amtech LLC(1)	Delayed Draw Term Loan	909		909
Amtech LLC(1)	Revolver	227		227
AnalytiChem Holding GmbH(1)(2)(3)	Delayed Draw Term Loan	—		2,582
AnalytiChem Holding GmbH(1)(2)(3)	Incremental Term Loan	428		—
AnalytiChem Holding GmbH(1)(2)(3)	Bridge Revolver	168		—
Aquavista Watersides 2 LTD(1)(2)(4)	Bridge Revolver	135		151

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)


Portfolio Company ($ in thousands)	Investment Type	June 30, 2022	December 31, 2021
Aquavista Watersides 2 LTD(1)(2)(4)	Acquisition Facility	844	941
Astra Bidco Limited(1)(2)(4)	Delayed Draw Term Loan	690	769
Avance Clinical Bidco Pty Ltd(1)(2)(5)	Delayed Draw Term Loan	990	1,046
Azalea Buyer, Inc.(1)	Delayed Draw Term Loan	641	641
Azalea Buyer, Inc.(1)	Revolver	282	321
Bariacum S.A(1)(2)(3)	Acquisition Facility	627	682
Beyond Risk Management, Inc.(1)(2)	Delayed Draw Term Loan	2,423	2,573
BigHand UK Bidco Limited(1)(2)(4)	Acquisition Facility	—	99
Bounteous, Inc.(1)	Delayed Draw Term Loan	2,580	2,580
Brightpay Limited(1)(2)(3)	Delayed Draw Term Loan	178	389
Brightpay Limited(1)(2)(3)	Delayed Draw Term Loan	119	130
BrightSign LLC(1)(2)	Revolver	715	715
British Engineering Services Holdco Limited(1)(2)(4)	Bridge Revolver	—	86
CAi Software, LLC(1)(2)	Revolver	707	707
Canadian Orthodontic Partners Corp.(1)(2)(6)	Delayed Draw Term Loan	112	160
Ceres Pharma NV(1)(2)(3)	Delayed Draw Term Loan	916	996
CGI Parent, LLC(1)	Revolver	1,653	—
Coastal Marina Holdings, LLC(1)(2)	PIK Tranche B Term Loan	656	656
Coastal Marina Holdings, LLC(1)(2)	Tranche A Term Loan	1,788	1,788
Comply365, LLC(1)(2)	Revolver	556	—
Coyo Uprising GmbH(1)(2)(3)	Delayed Draw Term Loan	989	1,076
Crash Champions, LLC(1)(2)	Delayed Draw Term Loan	237	2,712
CSL DualCom(1)(2)(4)	Acquisition Term Loan	1,114	1,242
DecksDirect, LLC(1)(2)	Revolver	153	218
Dune Group(1)(2)(3)	Delayed Draw Term Loan	960	1,044
Dwyer Instruments, Inc.(1)(2)	Delayed Draw Term Loan	1,094	1,094
Eclipse Business Capital, LLC(1)	Revolver	3,234	5,840
EMI Porta Holdco LLC(1)	Delayed Draw Term Loan	4,475	5,339
EMI Porta Holdco LLC(1)	Revolver	859	1,271
EPS NASS Parent, Inc.(1)	Delayed Draw Term Loan	187	425
eShipping, LLC(1)	Delayed Draw Term Loan	1,923	1,923
eShipping, LLC(1)	Revolver	1,122	930
Events Software BidCo Pty Ltd(1)(2)(5)	Delayed Draw Term Loan	440	—
Fineline Technologies, Inc.(1)	Delayed Draw Term Loan	240	240
Finexvet(1)(2)(3)	Acquisition Facility	230	—
Footco 40 Limited(1)(2)(4)	Delayed Draw Term Loan	773	—
FragilePak LLC(1)(2)	Delayed Draw Term Loan	3,779	3,779
GPZN II GmbH(1)(2)(3)	Term Loan	549	—
Heartland Veterinary Partners, LLC(1)(2)	Delayed Draw Term Loan	95	235
IGL Holdings III Corp.(1)	Delayed Draw Term Loan	—	360
Innovad Group II BV(1)(2)(3)	Delayed Draw Term Loan	817	1,206
INOS 19-090 GmbH(1)(2)(3)	Acquisition Facility	807	878
ITI Intermodal, Inc.(1)(2)	Delayed Draw Term Loan	103	103
ITI Intermodal, Inc.(1)(2)	Revolver	124	124
Jaguar Merger Sub Inc.(1)(2)	Delayed Draw Term Loan	711	1,961
Jaguar Merger Sub Inc.(1)(2)	Revolver	490	490
Jon Bidco Limited(1)(2)(7)	Capex & Acquisition Facility	856	—

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)


Portfolio Company ($ in thousands)	Investment Type	June 30, 2022	December 31, 2021
Jones Fish Hatcheries & Distributors LLC(1)	Revolver	418	—
Kano Laboratories LLC(1)(2)	Delayed Draw Term Loan	1,574	1,903
Kano Laboratories LLC(1)(2)	Delayed Draw Term Loan	1,903	1,574
Lambir Bidco Limited(1)(2)(3)	Bridge Revolver	—	666
Lambir Bidco Limited(1)(2)(3)	Delayed Draw Term Loan	1,224	1,332
LeadsOnline, LLC(1)	Revolver	1,692	—
LivTech Purchaser, Inc.(1)	Delayed Draw Term Loan	130	316
Marmoutier Holding B.V.(1)(2)(3)	Delayed Draw Term Loan	372	405
Marmoutier Holding B.V.(1)(2)(3)	Revolver	149	162
Marshall Excelsior Co.(1)(2)	Revolver	416	—
MC Group Ventures Corporation(1)	Delayed Draw Term Loan	861	861
Modern Star Holdings Bidco Pty Limited(1)(2)(5)	CapEx Term Loan	340	360
Murphy Midco Limited(1)(2)(4)	Delayed Draw Term Loan	813	906
Narda Acquisitionco., Inc.(1)(2)	Revolver	684	684
Navia Benefit Solutions, Inc.(1)	Delayed Draw Term Loan	4,338	4,338
Nexus Underwriting Management Limited(1)(2)(4)	Revolver	—	53
Nexus Underwriting Management Limited(1)(2)(4)	Acquisition Facility	817	989
Novotech Aus Bidco Pty Ltd(1)(2)	Capex & Acquisition Facility C	1,042	—
OA Buyer, Inc.(1)(2)	Revolver	1,331	1,331
OAC Holdings I Corp(1)	Revolver	147	—
OG III B.V.(1)(2)(3)	Acquisition CapEx Facility	—	1,087
Omni Intermediate Holdings, LLC(1)(2)	Delayed Draw Term Loan	—	683
Omni Intermediate Holdings, LLC(1)(2)	Delayed Draw Term Loan	2,505	3,643
OSP Hamilton Purchaser, LLC(1)	Revolver	131	187
Pacific Health Supplies Bidco Pty Limited(1)(5)	CapEx Term Loan	—	343
PDQ.Com Corporation(1)	Delayed Draw Term Loan	—	868
Perimeter Master Note Business Trust(1)(2)	Secured Note - Class A	55	—
Perimeter Master Note Business Trust (1)(2)	Secured Note - Class B	55	—
Perimeter Master Note Business Trust (1)(2)	Secured Note - Class C	55	—
Perimeter Master Note Business Trust (1)(2)	Secured Note - Class D	55	—
Perimeter Master Note Business Trust (1)(2)	Secured Note - Class E	2,794	—
Polara Enterprises, L.L.C.(1)(2)	Revolver	237	273
Policy Services Company, LLC(1)(2)	Delayed Draw Term Loan	—	2,632
Premium Invest(1)(2)(3)	Acquisition Facility	732	834
ProfitOptics, LLC(1)(2)	Revolver	194	—
Protego Bidco B.V.(1)(2)(3)	Delayed Draw Term Loan	206	224
PSP Intermediate 4, LLC(1)(2)(3)	Delayed Draw Term Loan	712	—
QPE7 SPV1 BidCo Pty Ltd(1)(2)(5)	Acquisition Term loan	—	461
Questel Unite(1)(2)(3)	Incremental Term Loan	2,707	2,944
REP SEKO MERGER SUB LLC(1)(2)	Delayed Draw Term Loan	465	727
Reward Gateway (UK) Ltd(1)(2)(4)	Acquisition Facility	742	1,301
Riedel Beheer B.V.(1)(2)(3)	Revolver	—	230
Riedel Beheer B.V.(1)(2)(3)	Delayed Draw Term Loan	141	153
Safety Products Holdings, LLC(1)	Delayed Draw Term Loan	2,594	2,594
Sanoptis S.A.R.L.(1)(3)	Acquisition Facility	2,806	—
Scaled Agile, Inc.(1)	Delayed Draw Term Loan	416	416
Scaled Agile, Inc.(1)	Revolver	336	336

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)


Portfolio Company ($ in thousands)	Investment Type	June 30, 2022		December 31, 2021
Scout Bidco B.V.(1)(2)(3)	Delayed Draw Term Loan	1,112		—
Scout Bidco B.V.(1)(2)(3)	Revolver	504		—
Sereni Capital NV(1)(2)(3)	Term Loan	376		—
Sereni Capital NV(1)(2)(3)	Revolver	53		—
Smartling, Inc.(1)	Delayed Draw Term Loan	1,176		1,177
Smartling, Inc.(1)	Revolver	588		588
SSCP Pegasus Midco Limited(1)(2)(4)	Delayed Draw Term Loan	1,699		1,895
Superjet Buyer, LLC(1)	Revolver	1,460		1,460
Syntax Systems Ltd(1)	Revolver	264		336
Syntax Systems Ltd(1)	Delayed Draw Term Loan	1,142		1,142
Tank Holding Corp(1)	Revolver	382		—
Techone B.V.(1)(2)(3)	Delayed Draw Term Loan	—		485
Techone B.V.(1)(2)(3)	Revolver	65		129
Tencarva Machinery Company, LLC(1)	Delayed Draw Term Loan	591		591
Tencarva Machinery Company, LLC(1)	Revolver	752		752
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)(1)	Delayed Draw Term Loan	2,707		2,707
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)(1)	Revolver	796		796
Turbo Buyer, Inc.(1)	Delayed Draw Term Loan	—		1,494
Turbo Buyer, Inc.(1)	Delayed Draw Term Loan	1,537		—
Union Bidco Limited(1)(4)	Acquisition Facility	151		—
United Therapy Holding III GmbH(1)(2)(3)	Acquisition Facility	1,588		—
Victoria Bidco Limited(1)(2)(4)	Delayed Draw Term Loan	729		—
W2O Holdings, Inc.(1)	Delayed Draw Term Loan	1,060		1,549
Waccamaw River(2)	Joint Venture	2,480		11,280
Woodland Foods, LLC(1)	Revolver	684		967
Xeinadin Bidco Limited(1)(2)(4)	Term Loan	2,394		—
ZB Holdco LLC(1)	Delayed Draw Term Loan	676		—
ZB Holdco LLC(1)	Revolver	423		—
Zeppelin Bidco Limited(1)(2)(4)	Capex / Acquisition Facility	1,270		—
Zeppelin Bidco Limited(1)(2)(4)	Revolver	267		—
Total unused commitments to extend financing		$	110,000	$	116,977

(1)The Company’s estimate of the fair value of the current investments in this portfolio company includes an analysis of the fair value of any unfunded commitments.

(2)Represents a commitment to extend financing to a portfolio company where one or more of the Company’s current investments in the portfolio company are carried at less than cost.

(3)Actual commitment amount is denominated in Euros. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.

(4)Actual commitment amount is denominated in British pounds sterling. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.

(5)Actual commitment amount is denominated in Australian dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.

(6)Actual commitment amount is denominated in Canadian dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.

(7)Actual commitment amount is denominated in New Zealand dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.

COVID-19 Developments

During the six months ended June 30, 2022, the COVID-19 pandemic continued to have an impact on the U.S and global economies. To the extent the Company’s portfolio companies are adversely impacted by the effects of the COVID-19 pandemic, it may have a material adverse impact on the Company’s future net investment income, the fair value of its portfolio investments, its financial condition and the results of operations and financial condition of the Company’s portfolio companies.

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)

8. FINANCIAL HIGHLIGHTS

The following is a schedule of financial highlights for the six months ended June 30, 2022 and 2021:


	Six Months Ended June 30,
($ in thousands, except share and per share amounts)	2022			2021
Per share data:
Net asset value at beginning of period	$	22.43		$	21.58
Net investment income(1)	1.15			0.88
Net realized gain on investments / foreign currency transactions(1)	0.10			0.18
Net unrealized appreciation on investments / foreign currency transactions(1)	(0.43)			0.47
Total increase from investment operations(1)	0.82			1.53
Dividends declared from net investment income	(0.96)			(0.63)
Dividends declared from realized gains	(0.07)			(0.20)
Total dividends declared	(1.03)			(0.83)





Loss on extinguishment of debt(1)	(0.01)			—

Other(2)	0.01			(0.09)
Net asset value at end of period	$	22.22		$	22.19
Shares outstanding at end of period	27,209,484			10,185,518
Net assets at end of period	$	604,587		$	226,046
Average net assets	$	548,900		$	178,019
Ratio of total expenses to average net assets (annualized)(3)	5.21		%	6.96		%
Ratio of net investment income to average net assets (annualized)(3)	10.23		%	8.22		%
Portfolio turnover ratio (annualized)	3.89		%	64.83		%
Total return(4)	3.64		%	6.78		%

(1)Weighted average per share data—basic and diluted; per share data was derived by using the weighted average shares outstanding during the applicable period.

(3)Does not include expenses of underlying investment companies, including joint ventures and short-term investments.

9. SUBSEQUENT EVENTS

Subsequent to June 30, 2022, the Company made approximately $110.6 million of new commitments, of which $85.5 million closed and funded. The $85.5 million of investments consists of $79.6 million of first lien senior secured debt investments, $5.3 million of second lien senior secured and subordinated debt investments and $0.6 million of equity investments. The weighted average yield of the debt investments was 8.1%. In addition, the Company funded $8.1 million of previously committed delayed draw term loans.

On August 9, 2022, the Board declared a quarterly dividend of $0.53 per share payable on September 14, 2022 to holders of record as of September 7, 2022.

Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion is designed to provide a better understanding of our unaudited consolidated financial statements for the three and six months ended June 30, 2022, including a brief discussion of our business, key factors that impacted our performance and a summary of our operating results. The following discussion should be read in conjunction with the Unaudited Consolidated Financial Statements and the notes thereto included in Item 1 of this Quarterly Report on Form 10-Q, and the Consolidated Financial Statements and notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the year ended December 31, 2021. Historical results and percentage relationships among any amounts in the financial statements are not necessarily indicative of trends in operating results for any future periods.

Forward-Looking Statements

Overview of Our Business

We invest in predominately senior secured private debt investments in well-established middle-market businesses that operate across a wide range of industries, as well as syndicated senior secured loans, structured product investments, bonds and other fixed income securities. Syndicated senior secured loans are either (i) marketed by investment banks, which are mandated to bring lenders together and underwrite the deal, to institutional investors or (ii) bought and sold by institutional investors in individually negotiated private transactions that function in many respects like an over-the-counter secondary market. On the other hand, senior secured private debt investments are negotiated directly with the borrower, rather than marketed by a third party or bought and sold in the secondary market. We believe senior secured private debt investments may offer higher returns and certain more favorable protections than syndicated senior secured loans. 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. We currently intend to invest primarily in senior secured private debt investments that have terms of between five and seven years and bear interest between the London Interbank Offered Rate (“LIBOR”) (or an applicable successor rate) plus 450 basis points and LIBOR plus 650 basis points per annum. As of June 30, 2022 and December 31, 2021, the weighted average yield on the principal amount of our outstanding debt investments was approximately 7.8% and 7.0%, respectively.

COVID-19 Developments

The spread of the Coronavirus and the COVID-19 pandemic, and the related effect on the U.S. and global economies, has had adverse consequences for the business operations of some of our portfolio companies but no longer adversely affects our operations and the operations of Barings, including with respect to us. Barings continues to monitor the COVID-19 situation globally and is prepared to adapt office working patterns as required to ensure the safety of its employees and clients who visit Barings office locations. Barings’ cybersecurity policies are applied consistently when working remotely or in the office.

Relationship with Our Adviser, Barings

Our Adviser, Barings, a wholly-owned subsidiary of Massachusetts Mutual Life Insurance Company (“MassMutual”), is a leading global asset management firm and is registered with the SEC as an investment adviser under the Advisers Act. Barings’ primary investment capabilities include fixed income, private credit, real estate, equity, and alternative investments. Subject to the overall supervision of our board of directors (the “Board”), Barings’ Global Private Finance Group (“Barings GPFG”) manages our day-to-day operations, and provides investment advisory and management services to us. Barings GPFG is part of Barings’ $274.4 billion Global Fixed Income Platform that invests in liquid, private and structured credit. Barings GPFG manages private funds and separately managed accounts, along with multiple public vehicles. The Adviser has retained its indirect, wholly-owned subsidiary, Baring International Investment Limited (“BIIL”), as a sub-adviser to manage European investments for us. BIIL is an investment adviser registered with the SEC in the United States and the Financial Conduct Authority in the United Kingdom with its principal office located in London, England. As of June 30, 2022, BIIL had approximately £16.7 billion in assets under management.

Portfolio Investment Composition

The total value of our investment portfolio was $1,125.1 million as of June 30, 2022, as compared to $865.1 million as of December 31, 2021. As of June 30, 2022, we had investments in 188 portfolio companies with an aggregate cost of $1,139.3 million. As of December 31, 2021, we had investments in 151 portfolio companies with an aggregate cost of $854.6 million. As of both June 30, 2022 and December 31, 2021, none of our portfolio investments represented greater than 10% of the total fair value of our investment portfolio.

As of June 30, 2022 and December 31, 2021, our investment portfolio consisted of the following investments:


($ in thousands)	Cost		Percentage of Total Portfolio		Fair Value		Percentage of Total Portfolio
June 30, 2022:
Senior debt and 1st lien notes	$	841,181	73	%	$	819,911	72	%
Subordinated debt and 2nd lien notes	123,513		11		120,916		11
Structured products	30,266		3		29,314		3
Equity shares	78,385		7		92,633		8
Equity warrants	68		—		38		—
Investments in joint ventures	65,889		6		62,289		6

	$	1,139,302	100	%	$	1,125,101	99	%


($ in thousands)	Cost		Percentage of Total Portfolio		Fair Value		Percentage of Total Portfolio
December 31, 2021:
Senior debt and 1st lien notes	$	618,911	72	%	$	620,928	72
Subordinated debt and 2nd lien notes	91,067		11		92,297		11
Structured products	29,477		3		30,900		3
Equity shares	56,431		7		59,601		7
Equity warrants	68		—		163		—
Investments in joint ventures	58,689		7		61,253		7

	$	854,643	100	%	$	865,142	100	%

Investment Activity

During the six months ended June 30, 2022, we made 45 new investments totaling $237.0 million, made investments in existing portfolio companies totaling $71.0 million and made additional investments in joint venture equity portfolio companies totaling $10.8 million. We had seven loans repaid at par totaling $18.8 million and received $9.3 million of portfolio company principal payments and sales proceeds, recognizing a net realized loss on these transactions of $1.6 million. In addition, we received $3.6 million of return of capital from one of our joint ventures.

During the six months ended June 30, 2021, we made 43 new investments totaling $335.5 million, made investments in existing portfolio companies totaling $18.7 million and made a new joint venture equity investment totaling $48.2 million. We received $4.1 million of portfolio company principal payments and sold $15.4 million of loans, recognizing a net realized gain on these transactions of $0.4 million. In addition, we sold $103.4 million of middle-market portfolio company debt investments to our joint venture, realizing a gain on these transactions of $0.8 million.

Total portfolio investment activity for the six months ended June 30, 2022 and 2021 was as follows:


Six Months Ended June 30, 2022: ($ in thousands)	Senior Debt and 1st Lien Notes		Subordinated Debt and 2nd Lien Notes		Structured Products		Equity Shares		Equity Warrants		Investments in Joint Ventures		Total
Fair value, beginning of period	$	620,928	$	92,297	$	30,900	$	59,601	$	163	$	61,253	$	865,142
New investments	249,271		32,276		4,520		21,954		—		10,831		318,852
Proceeds from sales of investments	784		—		(2,792)		—		—		(3,631)		(5,639)
Loan origination fees received	(4,938)		(607)		—		—		—		—		(5,545)
Principal repayments received	(25,130)		—		(945)		—		—		—		(26,075)
Payment-in-kind interest	1,299		608		—		—		—		—		1,907
Accretion of loan premium/discount	916		82		7		—		—		—		1,005
Accretion of deferred loan origination revenue	1,668		87		—		—		—		—		1,755
Realized loss	(1,599)		—		—		—		—		—		(1,599)
Unrealized appreciation (depreciation)	(23,288)		(3,827)		(2,376)		11,078		(125)		(6,164)		(24,702)
Fair value, end of period	$	819,911	$	120,916	$	29,314	$	92,633	$	38	$	62,289	$	1,125,101


Six Months Ended June 30, 2021: ($ in thousands)	Senior Debt and 1st Lien Notes		Subordinated Debt and 2nd Lien Notes		Structured Products		Equity Shares		Equity Warrants		Investments in Joint Ventures		Short-term Investments		Total
Fair value, beginning of period	$	164,239	$	9,022	$	10,383	$	207	$	112	$	—	$	31,100	$	215,063
New investments	288,527		57,876		2,700		5,125		—		48,171		82,907		485,306
Proceeds from sales of investments	(114,928)		(3,889)		—		—		—		—		(111,006)		(229,823)
Loan origination fees received	(7,174)		(1,408)		—		—		—		—		—		(8,582)
Principal repayments received	(5,071)		(5,742)		(1,334)		—		—		—		—		(12,147)
Payment-in-kind interest	852		—		—		—		—		—		—		852
Accretion of loan premium/ discount	880		127		—		—		—		—		—		1,007
Accretion of deferred loan origination revenue	553		18		—		—		—		—		—		571
Realized gain (loss)	1,300		(4)		—		—		—		—		(1)		1,295
Unrealized appreciation (depreciation)	1,281		556		592		383		124		(310)		—		2,626
Fair value, end of period	$	330,459	$	56,556	$	12,341	$	5,715	$	236	$	47,861	$	3,000	$	456,168

Non-Accrual Assets

Generally, when interest and/or principal payments on a loan become past due, or if we otherwise do not expect the borrower to be able to service its debt and other obligations, we will place the loan on non-accrual status and will generally cease recognizing interest income on that loan for financial reporting purposes until all principal and interest have been brought current through payment or due to a restructuring such that the interest income is deemed to be collectible. As of both June 30, 2022 and December 31, 2021, we had no non-accrual assets.

~~Investment Income~~

Three Months
Ended Three Months Ended
($ in thousands) March 31,
2022 March 31,
2021
Investment income:
Interest income $ 13,379 $ 4,448
Dividend income 3,790 —
Fee and other income 1,016 295
Payment-in-kind interest income 1,135 309
Total investment income $ 19,320 $ 5,052
Base Management Fee

The ~~change~~Base Management Fee is calculated at an annual rate of 0.15% of the Company’s gross assets, including assets purchased with borrowed funds or other forms of leverage but excluding (i) cash and cash equivalents (as defined below) and (ii) net unsettled purchases and sales of investments. For services rendered under the Advisory Agreement, the Base Management Fee is payable quarterly in ~~investment income~~arrears. The Base Management Fee is calculated based on the average value of the Company’s gross assets at the end of the two most recently completed calendar quarters (including the quarter for which such fees are being calculated) and appropriately adjusted for any share issuances or repurchases during the quarter. For the Company’s first quarter, the Base Management Fee was calculated based on the value of the Company’s gross assets as of such quarter-end. The Base Management Fee for any partial quarter is appropriately pro-rated. For purposes of the Advisory Agreement, “cash equivalents” means U.S. government securities, money market fund investments, commercial paper instruments and other similar cash equivalent investments maturing within one year of purchase.

For the three and six months ended June 30, 2022, the Base Management Fee determined in accordance with the terms of the Advisory Agreement was approximately $0.4 million and $0.8 million, respectively. For the three and six months ended June 30, 2021, the Base Management Fee determined in accordance with the terms of the Advisory Agreement was approximately $0.1 million and $0.2 million, respectively. As of June 30, 2022, the Base Management Fee of $0.4 million for the three months ended ~~March 31,~~June 30, 2022 ~~as compared to~~was unpaid and included in “Base management fees payable” in the ~~three months ended March~~accompanying Unaudited Consolidated Balance Sheet. As of December 31, 2021, ~~was primarily due to an increase in~~ the ~~average size~~Base Management Fee of our portfolio, dividends from portfolio companies and joint venture investments and payment-in-kind (“PIK”) interest income. For the three months ended March 31, 2022, dividends from portfolio companies and joint venture investments were $3.8 million, compared to zero for the three months ended March 31, 2021. For the three months ended March 31, 2022, PIK interest income was $1.1 million, as compared to $0.3 million for the three months ended ~~March~~December 31, ~~2021.~~2021 was unpaid and included in “Base management fees payable” in the accompanying Consolidated Balance Sheet.

~~Operating Expenses~~

Barings Capital Investment Corporation

Three Months
Ended Three Months Ended
($ in thousands) March 31,
2022 March 31,
2021
Operating expenses:
Interest and other financing fees $ 3,751 $ 1,023
Base management fee 355 88
Incentive fee 2,323 874
Offering costs — 67
Professional fees 216 288
Directors fees 75 45
Custody and administrative fees 193 79
Other general and administrative expenses 391 229
Total operating expenses $ 7,304 $ 2,693
Notes to Unaudited Consolidated Financial Statements — (Continued)

~~Interest~~The Incentive Fee

The Incentive Fee consists of two parts: (i) an incentive fee based on pre-incentive fee net investment income (the “Income-Based Fee”) and ~~Other~~(ii) an incentive fee based on capital gains (the “Capital Gains Fee”), which are described in more detail below.

Income-Based Fee

(a) No Income-Based Fee in any calendar quarter in which the PIFNII Return does not exceed the Hurdle Rate;

(c) 12.5% of all Pre-Incentive Fee Net Investment Income with respect to that portion of the PIFNII Return that exceeds the Catch-Up Hurdle Rate.

The Income-Based Fee paid to the Adviser is subject to the Incentive Fee Cap.

(a) In any quarter that the Incentive Fee Cap is zero or a negative value, the Company pays no Income-Based Fee to the Adviser for such quarter.

For purposes of the calculation of the Income-Based Fee, the following terms have the following meaning:

• “Hurdle Rate” for any calendar quarter means one fourth of the average daily Floating Rate over the applicable quarter.

• “Floating Rate Transition Event” means the occurrence of one or more of the following events with respect to the Floating Rate:

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)

3. a public statement or publication of information by the regulatory supervisor for the administrator of the Floating Rate announcing that the Floating Rate is no longer representative.

• “Floating Rate Replacement Date” means:

2. in the case of clause (3) of the definition of “Floating Rate Transition Event,” the date of the public statement or publication of information.

• “Replacement Rate” means the first alternative set forth in the order below that can be determined as of the Floating Rate Replacement Date.

1. the sum of: (a) Term SOFR and (b) the Benchmark Replacement Adjustment; and

2. the sum of: (a) Compounded SOFR and (b) the applicable Benchmark Replacement Adjustment.

• “Term SOFR” means the forward-looking term rate for the applicable Corresponding Tenor based on SOFR that has been selected or recommended by the Relevant Governmental Body.

• “SOFR” means with respect to any day means the Secured Overnight Financing ~~Fees~~Rate published for such day by the Federal Reserve Bank of New York, as the administrator of the benchmark, (or a successor administrator) on the Federal Reserve Bank of New York’s Website.

~~Interest~~• “Corresponding Tenor” with respect to a Replacement Rate means a tenor (or observation period) having approximately the same length (disregarding business day adjustment) as the applicable tenor (or observation period) for the then-current Floating Rate.

• “Catch-Up Hurdle Rate” for any calendar quarter means a rate that is equal to 200% of the Hurdle Rate.

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)

• “Pre-Incentive Fee Net Investment Income” in respect of a period means interest income, dividend income and any other ~~financing~~income (including 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 operating expenses for the quarter (including the Base Management Fee, any expenses payable under the administration agreement between the Company and the Adviser (the “Administration Agreement”), and any interest expense and dividends paid on any outstanding preferred stock, but excluding the incentive fee). Pre-Incentive Fee Net Investment Income includes, in the case of investments with a deferred interest feature such as market discount, original issue discount (OID), debt instruments with payment-in-kind (PIK) interest, preferred stock with PIK dividends and zero-coupon securities, accrued income that the Company has not yet received in cash.

Capital Gains Fee

For the three and six months ended June 30, 2022, the Income-Based Fee determined in accordance with the terms of the Advisory Agreement was $2.1 million and $3.9 million, respectively. For the three and six months ended June 30, 2021, the Income-Based Fee determined in accordance with the terms of the Advisory Agreement was $0.7 million and $1.1 million, respectively. As of June 30, 2022, the Income-Based Fee of $2.1 million for the three months ended June 30, 2022 was unpaid and included in “Incentive management fees payable” in the accompanying Unaudited Consolidated Balance Sheet. As of December 31, 2021, the Incentive-Based Fee of $1.5 million for the three months ended December 31, 2021 was unpaid and included in “Incentive management fees payable” in the accompanying Consolidated Balance Sheet.

For the three and six months ended June 30, 2022, the Company reduced the Capital Gains Fee accrual by $1.7 million and $1.1 million, respectively. For the three and six months ended June 30, 2021, the Company accrued $0.2 million and $0.7 million, respectively, of Capital Gains Fee. As of June 30, 2022, the Capital Gains Fee of $1.0 million accrued since inception was unpaid and included in “Incentive management fees payable” in the accompanying Unaudited Consolidated Balance Sheet. As of December 31, 2021, the Capital Gains Fee of $2.1 million accrued since inception was unpaid and included in “Incentive management fees payable” in the accompanying Consolidated Balance Sheet.

The Advisory Agreement had an initial term of two years. Thereafter, it shall continue automatically for successive one-year periods, provided that such continuance is specifically approved at least annually by (i) the vote of the Board, or by the vote of a majority of the outstanding voting securities of the Company and (ii) the vote of a majority of the directors who are not "interested persons" as defined in Section 2(a)(19) of the 1940 Act. The Advisory Agreement’s continuance was approved for an additional annual term by a vote of the Board at its meeting held on May 5, 2022. The Advisory Agreement may be terminated at any time, without the payment of any penalty, upon 60 days’ written notice, (i) by the vote of a majority of the outstanding voting securities of the Company or (ii) by the vote of the Board, or (iii) by the Adviser upon 90 days' written notice. The Advisory Agreement will automatically terminate in the event of its “assignment” (as such term is defined for purposes of Section 15(a)(4) of the 1940 Act).

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)

Administration Agreement

The costs and expenses incurred by the Administrator on behalf of the Company under the Administration Agreement include, but are not limited to:

• all fees, costs and expenses associated with the engagement of a sub-administrator, if any; and

For the three and six months ended June 30, 2022, the Company incurred and was invoiced by the Administrator expenses of approximately $0.3 million and $0.7 million, respectively. For the three and six months ended June 30, 2021, the Company incurred and was invoiced by the Administrator expenses of approximately $0.2 million and $0.4 million, respectively. As of June 30, 2022, the administrative expenses of $0.3 million incurred during the three months ended ~~March 31,~~June 30, 2022 were ~~attributable to borrowings under~~unpaid and included in “Administrative fees payable” in the ~~February 2027 Notes,~~accompanying Unaudited Consolidated Balance Sheet. As of December 31, 2021, the September 2020 Subscription Facility and the ING Credit Facility (each as defined below under “Financial Condition, Liquidity and Capital Resources”). The September 2020 Subscription Facility was repaid on March 25, 2022 and subsequently terminated. Interest and other financing feesadministrative expenses of $0.2 million incurred during the three months ended ~~March~~December 31, 2021 were unpaid and included in “Administrative fees payable” in the accompanying Consolidated Balance Sheet.

The Administration Agreement had an initial term of two years and thereafter will continue automatically for successive one-year periods so long as such continuance is specifically approved at least annually by the Board, including a majority of the directors who are not “interested persons” as defined in Section 2(a)(19) of the 1940 Act. The Administration Agreement’s continuance was approved for an additional annual term by a vote of the Board at its meeting held on May 5, 2022. The Administration Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board, or by the Adviser, upon 90 days’ written notice to the other party. The Administration Agreement may not be assigned by a party without the consent of the other party.

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)

3. INVESTMENTS

Portfolio Composition


($ in thousands)	Cost		Percentage of Total Portfolio		Fair Value		Percentage of Total Portfolio		Percentage of Total Net Assets
June 30, 2022:
Senior debt and 1st lien notes	$	841,181	73	%	$	819,911	72	%	136	%
Subordinated debt and 2nd lien notes	123,513		11		120,916		11		20
Structured products	30,266		3		29,314		3		5
Equity shares	78,385		7		92,633		8		15
Equity warrants	68		—		38		—		—
Investments in joint ventures	65,889		6		62,289		6		10

	$	1,139,302	100	%	$	1,125,101	100	%	186	%


($ in thousands)	Cost		Percentage of Total Portfolio		Fair Value		Percentage of Total Portfolio		Percentage of Total Net Assets
December 31, 2021:
Senior debt and 1st lien notes	$	618,911	72	%	$	620,928	72	%	128	%
Subordinated debt and 2nd lien notes	91,067		11		92,297		11		19
Structured products	29,477		3		30,900		3		6
Equity shares	56,431		7		59,601		7		12
Equity warrants	68		—		163		—		—
Investments in joint ventures	58,689		7		61,253		7		13

	$	854,643	100	%	$	865,142	100	%	178	%

During the three months ended June 30, 2022, the Company made 24 new investments totaling $96.5 million, made investments in existing portfolio companies totaling $67.8 million and made additional investments in joint venture equity portfolio companies totaling $2.1 million. During the six months ended June 30, 2022, the Company made 45 new investments totaling $237.0 million, made investments in existing portfolio companies totaling $71.0 million and made additional investments in joint venture equity portfolio companies totaling $10.8 million.

During the three months ended June 30, 2021, the Company made 25 new investments totaling $186.6 million, made investments in existing portfolio companies totaling $29.2 million, made additional investments in joint venture equity portfolio companies totaling $8.0 million and made new joint venture equity investments totaling $35.5 million. During the six months ended June 30, 2021, the Company made 43 new investments totaling $335.5 million, made investments in existing portfolio companies totaling $18.7 million and made new joint venture equity investments totaling $48.2 million.

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)

Industry Composition

The industry composition of investments at fair value at June 30, 2022 and December 31, 2021, excluding short-term investments, was as follows:


($ in thousands)	June 30, 2022				December 31, 2021
Aerospace and Defense	$	56,911	5.1	%	$	48,271	5.6	%
Automotive	18,817		1.7		11,826		1.4
Banking, Finance, Insurance and Real Estate	122,770		10.9		99,003		11.5
Beverage, Food and Tobacco	41,189		3.7		42,795		4.9
Capital Equipment	26,767		2.4		17,630		2.0
Chemicals, Plastics, and Rubber	29,306		2.6		19,202		2.2
Construction and Building	10,338		0.9		9,073		1.1
Consumer Goods: Durable	19,416		1.7		12,478		1.4
Consumer Goods: Non-durable	8,935		0.8		9,207		1.1
Containers, Packaging and Glass	30,414		2.7		8,150		0.9


Energy: Oil and Gas	2,655		0.2		3,146		0.4
Environmental Industries	7,778		0.7		7,906		0.9
Healthcare and Pharmaceuticals	94,523		8.4		53,681		6.2
High Tech Industries	100,330		8.9		63,862		7.4
Hotel, Gaming and Leisure	22,234		2.0		24,216		2.8
Investment Funds and Vehicles	62,289		5.5		61,253		7.1
Media: Advertising, Printing and Publishing	4,801		0.4		8,860		1.0
Media: Broadcasting and Subscription	6,724		0.6		5,312		0.6
Media: Diversified and Production	21,926		1.9		14,157		1.6
Metals and Mining	9,900		0.9		—		—	%

Services: Business	244,966		21.8		194,120		22.4
Services: Consumer	55,125		4.9		53,624		6.2
Structured Products	15,842		1.4		21,144		2.4
Telecommunications	31,895		2.8		11,965		1.4
Transportation: Cargo	74,676		6.6		59,400		6.9
Transportation: Consumer	3,870		0.4		4,164		0.5
Utilities: Electric	704		0.1		697		0.1


Total	$	1,125,101	100.0	%	$	865,142	100.0	%

Banff Partners LP

On February 18, 2021, the Company established a joint venture, Banff Partners LP ("Banff"), with a controlled affiliate of Alberta Investment Management Corporation to invest in senior secured, middle-market, private debt investments, syndicated senior secured loans and structured product investments. During the six months ended June 30, 2022, the Company contributed $2.0 million of capital and held a 10.0% partnership interest in Banff. As of June 30, 2022, the cost and fair value of the Company's investment in Banff was $14.6 million and $15.2 million, respectively.

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)

The total value of Banff’s investment portfolio was $117.1 million as of June 30, 2022, as compared to $132.2 million as of December 31, 2021. As of June 30, 2022, Banff’s investments had an aggregate cost of $126.1 million, as compared to $133.7 million as of December 31, 2021. As of June 30, 2022 and December 31, 2021, the Banff investment portfolio consisted of the following investments:


($ in thousands)	Cost		Percentage of Total Portfolio		Fair Value		Percentage of Total Portfolio
June 30, 2022:
Senior debt and 1st lien notes	$	122,197	97	%	$	113,161	97	%
Subordinated debt and 2nd lien notes	3,900		3		3,938		3





	$	126,097	100	%	$	117,099	100	%
December 31, 2021:
Senior debt and 1st lien notes	$	129,777	97	%	$	128,231	97	%
Subordinated debt and 2nd lien notes	3,894		3	%	4,000		3	%





	$	133,671	100	%	$	132,231	100	%

As of both June 30, 2022 and December 31, 2021, the weighted average yield on the principal amount of Banff’s outstanding debt investments was approximately 6.7%.

The industry composition of Banff’s investments at fair value at June 30, 2022 and December 31, 2021, was as follows:


($ in thousands)	June 30, 2022				December 31, 2021
Aerospace and Defense	$	14,772	12.6	%	$	15,346	11.6	%

Banking, Finance, Insurance and Real Estate	21,121		18.1		23,178		17.5
Beverage, Food and Tobacco	5,903		5.0		6,114		4.6




Consumer Goods: Non-durable	5,929		5.0		6,422		4.9
Containers, Packaging and Glass	6,292		5.4		5,705		4.3




Healthcare and Pharmaceuticals	11,791		10.2		15,760		11.9
High Tech Industries	17,640		15.0		17,511		13.2


Media: Advertising, Printing and Publishing	—		—		3,474		2.6

Media: Diversified and Production	2,251		1.9		2,498		1.9


Services: Business	17,897		15.3		21,776		16.5
Services: Consumer	9,144		7.8		9,773		7.4

Telecommunications	3,051		2.6		3,386		2.6
Transportation: Cargo	1,308		1.1		1,288		1.0




Total	$	117,099	100	%	$	132,231	100	%

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)

The geographic composition of Banff’s investments at fair value at June 30, 2022 and December 31, 2021, was as follows:


($ in thousands)	June 30, 2022				December 31, 2021
Australia	$	2,456	2.1	%	$	6,426	4.9	%
Belgium	5,903		5.0		6,114		4.6
Canada	2,705		2.3		2,729		2.1
France	29,409		25.1		31,521		23.9
Germany	2,830		2.4		3,075		2.3
Netherlands	8,492		7.3		8,080		6.1
United Kingdom	26,443		22.6		28,496		21.5
USA	38,861		33.2		45,790		34.6
Total	$	117,099	100.0	%	$	132,231	100	%

The Company may sell portions of its investments via assignment to Banff. Since inception, as of both June 30, 2022 and December 31, 2021, the Company had sold $143.0 million of its investments to Banff. For the three and six months ended June 30, 2021, the Company realized a gain on the sales of its investments to Banff of $0.2 million and $0.8 million, respectively. As of December 31, 2021, the Company had $39.9 million in unsettled receivables due from Banff that were included in "Receivable from unsettled transactions" in the accompanying Audited Consolidated Balance Sheet. The sale of the investments met the criteria set forth in ASC 860, Transfers and Servicing for treatment as a sale and satisfies the following conditions:

•Assigned investments have been isolated from the Company, and put presumptively beyond the reach of the Company and its creditors, even in bankruptcy or other receivership:

Thompson Rivers LLC

On April 28, 2020, Thompson Rivers LLC (“Thompson Rivers”) was formed as a Delaware limited liability company. Under Thompson Rivers’ current operating agreement, as amended to date, pursuant to which the Company became a party in June 2021, the Company has a capital commitment of $30.0 million of equity capital to Thompson Rivers, all of which has been funded as of June 30, 2022. As of June 30, 2022, aggregate commitments to Thompson Rivers by the Company and the other members under the current operating agreement total $450.0 million, all of which has been funded.

For the three and six months ended June 30, 2022, Thompson Rivers declared $69.4 million and $89.4 million in dividends, respectively, of which $1.0 million and $2.3 million, respectively, was recognized as dividend income in the Company’s Unaudited Consolidated Statement of Operations. In addition, for both the three and six months ended June 30, 2022, $3.6 million was recognized as a return of capital.

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)

As of June 30, 2022, Thompson Rivers had $1.5 billion in Ginnie Mae early buyout loans and $267.1 million in cash. As of December 31, 2021, Thompson Rivers had $3.1 billion in Ginnie Mae early buyout loans and $220.6 million in cash. As of June 30, 2022, Thompson Rivers had 8,676 outstanding loans with an average unpaid balance of $0.2 million and weighted average coupon of 4.0%. As of December 31, 2021, Thompson Rivers had 15,617 outstanding loans with an average unpaid balance of $0.2 million and weighted average coupon of 4.0%.

As of June 30, 2022 and December 31, 2021, the Thompson Rivers investment portfolio consisted of the following investments:


($ in thousands)	Cost		Percentage of Total Portfolio		Fair Value		Percentage of Total Portfolio
June 30, 2022:
Federal Housing Administration (“FHA”) loans	$	1,419,533	90	%	$	1,389,345	90	%
Veterans Affairs (“VA”) loans	155,498		10		150,594		10
	$	1,575,031	100	%	$	1,539,939	100	%
December 31, 2021:
Federal Housing Administration (“FHA”) loans	$	2,799,869	93		$	2,839,495	93
Veterans Affairs (“VA”) loans	224,660		7		223,540		7
	$	3,024,529	100	%	$	3,063,035	100	%

Thompson Rivers’ repurchase agreement with JPMorgan Chase Bank, which is non-recourse to the Company, had approximately $396.6 million and $694.8 million outstanding as of June 30, 2022 and December 31, 2021, respectively. Thompson Rivers’ repurchase agreement with Bank of America N.A., which is non-recourse to the Company, had approximately $693.1 million and $1,245.2 million outstanding as of June 30, 2022 and December 31, 2021, respectively. Thompson Rivers’ repurchase agreement with Barclays Bank, which is non-recourse to the Company, had approximately $340.3 million and $933.1 million outstanding as of June 30, 2022 and December 31, 2021, respectively.

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)

As of June 30, 2022 and December 31, 2021, Thompson Rivers had the following contributed capital and unfunded commitments from its members:


($ in thousands)	As of June 30, 2022			As of December 31, 2021
Total contributed capital by Barings Capital Investment Corporation(1)	$	32,318		$	32,287
Total contributed capital by all members	$	482,083	(2)	$	482,120	(3)

Total unfunded commitments by Barings Capital Investment Corporation	$	—		$	—
Total unfunded commitments by all members	$	—		$	—

(1)Includes $2.3 million of dividend re-investments.

(2)Includes dividend re-investments of $32.1 million and $209.2 million of total contributed capital by related parties.

(3)Includes dividend re-investments of $32.1 million and $209.4 million of total contributed capital by related parties.

Waccamaw River LLC

On January 4, 2021, Waccamaw River LLC (“Waccamaw River”) was formed as a Delaware limited liability company. Under Waccamaw River’s current operating agreement, as amended to date, pursuant to which the Company became a party in May 2021, the Company has a capital commitment of $25.0 million of equity capital to Waccamaw River, of which approximately $22.5 million (including approximately $1.7 million of recallable return of capital) has been funded as of June 30, 2022. As of June 30, 2022, aggregate commitments to Waccamaw River by the Company and the other members under the current operating agreement total $125.0 million, of which $112.6 million (including $14.0 million of recallable return of capital) has been funded.

For the three and six months ended June 30, 2022, Waccamaw River declared $2.4 million and $3.9 million in dividends, respectively, of which $0.5 million and $0.8 million, respectively, was recognized as dividend income in the Company’s Unaudited Consolidated Statement of Operations.

As of June 30, 2022, Waccamaw River had $130.1 million in unsecured consumer loans and $12.3 million in cash. As of December 31, 2021, Waccamaw River had $60.8 million in unsecured consumer loans and $4.9 million in cash. As of June 30, 2022, Waccamaw River had 11,626 outstanding loans with an average loan size of $11,488, remaining average life to maturity of 45.4 months and weighted average interest rate of 11.0%. As of December 31, 2021, Waccamaw River had 5,500 outstanding loans with an average loan size of $11,280, remaining average life to maturity of 46.5 months and weighted average interest rate of 10.9%.

Waccamaw River's secured loan borrowing with JPMorgan Chase Bank, N.A., which is non-recourse to the Company, had approximately $37.1 million as of June 30, 2022.

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)

As of June 30, 2022 and December 31, 2021, Waccamaw River had the following contributed capital and unfunded commitments from its members:


($ in thousands)	As of June 30, 2022			As of December 31, 2021
Total contributed capital by Barings Capital Investment Corporation	$	24,250		$	15,450
Total contributed capital by all members	$	126,620	(1)	$	82,620	(4)

Total return of capital (recallable) by Barings Capital Investment Corporation	$	(1,730)		$	(1,730)
Total return of capital (recallable) by all members(2)	$	(14,020)		$	(14,020)

Total unfunded commitments by Barings Capital Investment Corporation	$	2,480		$	11,280
Total unfunded commitments by all members	$	12,400	(3)	$	56,400	(5)

(1)Includes $78.1 million of total contributed capital by related parties.

(2)Includes ($10.6) million of total return of capital (recallable) by related parties.

(3)Includes $7.4 million of unfunded commitments by related parties.

(4)Includes $51.7 million of total contributed capital by related parties.

(5)Includes $33.8 million of unfunded commitments by related parties.

Eclipse Business Capital Holdings LLC

On July 8, 2021, the Company made an equity investment in Eclipse Business Capital Holdings LLC (“Eclipse”) of $44.4 million, a second lien senior secured loan of $2.2 million and unfunded revolver of $6.7 million, alongside other related party affiliates. As of June 30, 2022 and December 31, 2021, $3.5 million and $0.9 million, respectively, of the revolver was funded. Eclipse conducts its business through Eclipse Business Capital LLC. Eclipse is one of the country’s leading independent asset-based lending (“ABL”) platforms that provides financing to middle-market borrowers in the U.S. and Canada. Eclipse provides revolving lines of credit and term loans ranging in size from $10 – $125 million that are secured by collateral such as accounts receivable, inventory, equipment, or real estate. Eclipse lends to both privately-owned and publicly-traded companies across a range of industries, including manufacturing, retail, automotive, oil & gas, services, distribution, and consumer products. The addition of Eclipse to the portfolio allows the Company to participate in an asset class and commercial finance operations that offer differentiated income returns as compared to directly originated loans. Eclipse is led by a seasoned team of ABL experts.

Valuation of Investments

Under ASC Topic 820, there are three levels of valuation inputs, as follows:

Level 1 Inputs – include quoted prices (unadjusted) in active markets for identical assets or liabilities.

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)

Level 3 Inputs – include inputs that are unobservable and significant to the fair value measurement.

A financial instrument is categorized within the ASC Topic 820 valuation hierarchy based upon the lowest level of input to the valuation process that is significant to the fair value measurement. For example, a Level 3 fair value measurement may include inputs that are observable (Levels 1 and 2) and unobservable (Level 3). Therefore, unrealized appreciation and depreciation related to such investments categorized as Level 3 investments within the tables below may include changes in fair value that are attributable to ~~borrowings~~both observable inputs (Levels 1 and 2) and unobservable inputs (Level 3).

Investment Valuation Process

The Company’s money market fund investments are generally valued using Level 1 inputs and its equity investments listed on an exchange or on the NASDAQ National Market System are valued using Level 1 inputs, using the last quoted sale price of that day. The Company’s syndicated senior secured loans and structured products are generally valued using Level 2 inputs, which are generally valued at the bid quotation obtained from dealers in loans by an independent pricing service.The Company’s middle-market, private debt and equity investments are generally valued using Level 3 inputs.

Independent Valuation

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)

Valuation Techniques

The Company’s valuation techniques are based upon both observable and unobservable pricing inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the financial instrument. An independent pricing service provider is the preferred source of pricing a loan, however, to the extent the independent pricing service provider price is unavailable or not relevant and reliable, the Company will utilize alternative approaches such as broker quotes or manual prices. The Company attempts to maximize the use of observable inputs and minimize the use of unobservable inputs. The availability of observable inputs can vary from investment to investment and is affected by a wide variety of factors, including the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets and other characteristics particular to the security.

Valuation of Investments in Banff, Thompson Rivers and Waccamaw River

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)

Level 3 Unobservable Inputs

The following tables summarize the significant unobservable inputs the Company used in the valuation of its Level 3 debt and equity securities as of June 30, 2022 and December 31, 2021. The weighted average range of unobservable inputs is based on fair value of investments.

June 30, 2022

($ in thousands)

Fair Value

Valuation
Model

Level 3
Input

Range of
Inputs

Weighted
Average

Impact to Valuation from an Increase in Input

Senior debt and 1st lien notes(1)

537,324

Yield Analysis

Market Yield

6.8% – 19.2%

10.1%

Decrease

1,895

Discounted Cash Flow Analysis

Discount Rate

9.2%

Decrease

216,526

Recent Transaction

Transaction Price

96.0% – 100.0%

97.7%

Increase

Subordinated debt and 2nd lien notes(2)

52,663

Yield Analysis

Market Yield

8.2% – 13.6%

11.6%

Decrease

5,750

Market Approach

Adjusted EBITDA Multiple

10.3x

Increase

31,590

Recent Transaction

Transaction Price

92.7% – 98.0%

96.2%

Increase

Structured products

13,890

Discounted Cash Flow Analysis

Discount Rate

5.5% – 13.0%

9.0%

Decrease

Equity shares(3)

74,308

Market Approach

Adjusted EBITDA Multiple

5.9x – 49.5x

12.0x

Increase

13,292

Recent Transaction

Transaction Price

$0.98 – $7,876

$82.55

Increase

Warrants

—

Market Approach

Adjusted EBITDA Multiple

6.7x – 19.5x

N/A

Increase

(1) Excludes investments with an aggregate fair value amounting to $7,596, which the Company valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs were not readily available.

(2) Excludes investments with an aggregate fair value amounting to $25,924, which the Company valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs were not readily available.

(3)Excludes investments with an aggregate fair value amounting to $2,655, which the Company valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs were not readily available.

December 31, 2021

($ in thousands)

Fair Value

Valuation
Model

Level 3
Input

Range of
Inputs

Weighted
Average

Impact to Valuation from an Increase in Input

Senior debt and 1st lien notes(1)

320,216

Yield Analysis

Market Yield

5.2% – 16.2%

7.4%

Decrease

243,352

Recent Transaction

Transaction Price

97.0% – 99.0%

97.8%

Increase

Subordinated debt and 2nd lien notes(2)

39,802

Yield Analysis

Market Yield

5.3% – 9.9%

9.1%

Decrease

19,049

Recent Transaction

Transaction Price

97.0% – 98.3%

98.0%

Increase

Equity shares(3)

51,487

Market Approach

Adjusted EBITDA Multiple

6.5x – 54.0x

15.3x

Increase

2,893

Recent Transaction

Transaction Price

$1 – $1000

$119

Increase

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)

The following tables present the Company’s investment portfolio at fair value as of June 30, 2022 and December 31, 2021, categorized by the ASC Topic 820 valuation hierarchy, as previously described:


	Fair Value as of June 30, 2022
($ in thousands)	Level 1		Level 2		Level 3		Total
Senior debt and 1st lien notes	$	—	$	56,570	$	763,341	$	819,911
Subordinated debt and 2nd lien notes	—		4,989		115,927		120,916
Structured products	—		15,424		13,890		29,314
Equity shares	21		2,357		90,255		92,633
Equity warrants	—		38		—		38

Investments subject to leveling	$	21	$	79,378	$	983,413	$	1,062,812
Investments in joint ventures(1)							62,289
							$	1,125,101


	Fair Value as of December 31, 2021
($ in thousands)	Level 1		Level 2		Level 3		Total
Senior debt and 1st lien notes	$	—	$	36,640	$	584,289	$	620,929
Subordinated debt and 2nd lien notes	—		15,471		76,826		92,297
Structured products	—		30,900		—		30,900
Equity shares	19		2,056		57,526		59,601
Equity warrants	—		163		—		163

Investments subject to leveling	$	19	$	85,230	$	718,641	$	803,890
Investment in joint ventures (1)							$	61,253
							$	865,143

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)


Six Months Ended June 30, 2022: ($ in thousands)	Senior Debt and 1st Lien Notes		Subordinated Debt and 2nd Lien Notes		Structured Products		Equity Shares		Total
Fair value, beginning of period	$	584,289	$	76,826	$	—	$	57,526	$	718,641
New investments	226,168		32,275		4,520		17,179		280,142
Transfers into (out of) Level 3	(6,834)		10,292		9,811		3,518		16,787
Proceeds from sales of investments	823		—		—		—		823
Loan origination fees received	(4,938)		(607)		—		—		(5,545)
Principal repayments received	(19,405)		—		—		—		(19,405)
Payment in kind interest	614		608		—		—		1,222
Accretion of loan premium/discount	109		37		—		—		146
Accretion of deferred loan origination revenue	1,598		87		—		—		1,685
Realized loss	(1,620)		—		—		—		(1,620)
Unrealized appreciation (depreciation)	(17,463)		(3,591)		(441)		12,032		(9,463)
Fair value, end of period	$	763,341	$	115,927	$	13,890	$	90,255	$	983,413


Six Months Ended June 30, 2021: ($ in thousands)	Senior Debt and 1st Lien Notes		Subordinated Debt and 2nd Lien Notes		Equity Shares		Total
Fair value, beginning of period	$	125,325	$	1,236	$	122	$	126,683
New investments	275,485		57,876		2,326		335,687
Transfers into Level 3	—		—		2,884		2,884
Proceeds from sales of investments	(114,517)		(3,889)		—		(118,406)
Loan origination fees received	(6,848)		(1,408)		—		(8,256)
Principal repayments received	(1,816)		(742)		—		(2,558)
Payment in kind interest	211		—		—		211
Accretion of loan premium/discount	13		29		—		42
Accretion of deferred loan origination revenue	496		18		—		514
Realized gain (loss)	1,270		(4)		—		1,266
Unrealized appreciation (depreciation)	(892)		565		383		56
Fair value, end of period	$	278,727	$	53,681	$	5,715	$	338,123

All realized gains and losses and unrealized appreciation and depreciation are included in earnings (changes in net assets) and are reported on separate line items within the Company’s Unaudited Consolidated Statement of Operations. Pre-tax net unrealized depreciation on Level 3 investments of $18.0 million and $9.3 million during the three and six months ended June 30, 2022, respectively, were related to portfolio company investments that were still held by the Company as of June 30, 2022. Pre-tax net unrealized appreciation on Level 3 investments of $0.6 million and $1.0 million during the three and six months ended June 30, 2021, respectively, were related to portfolio company investments that were still held by the Company as of June 30, 2021.

Exclusive of short-term investments, during the six months ended June 30, 2022, the Company made investments of approximately $284.3 million in portfolio companies to which it was not previously contractually committed to provide such financing. During the six months ended June 30, 2022, the Company made investments of $34.6 million in portfolio companies to which it was previously committed to provide such financing.

Exclusive of short-term investments, during the six months ended June 30, 2021, the Company made investments of approximately $398.6 million in portfolio companies to which it was not previously contractually committed to provide such financing. During the six months ended June 30, 2021, the Company made investments of $3.8 million in portfolio companies to which it was previously committed to provide such financing.

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)

Unsettled Purchases and Sales of Investments

Realized Gain or Loss and Unrealized Appreciation or Depreciation of Portfolio Investments

Investment Classification

In accordance with the provisions of the 1940 Act, the Company classifies investments by level of control. As defined in the 1940 Act, “Control Investments” are investments in those companies that the Company is deemed to “Control.” “Affiliate Investments” are investments in those companies that are “Affiliated Persons” of the Company, as defined in the 1940 Act, other than Control Investments. “Non-Control / Non-Affiliate Investments” are those that are neither Control Investments nor Affiliate Investments. Generally, under the ~~September 2020 Subscription Facility and~~1940 Act, the ~~ING Credit Facility.~~Company is deemed to control a company in which it has invested if the Company owns more than 25.0% of the voting securities (i.e., securities with the right to elect directors) and/or has the power to exercise control over the management or policies of such portfolio company. As of June 30, 2022, the Company does not “Control” any of its portfolio companies for the purposes of the 1940 Act. Under the 1940 Act, the Company is deemed to be an Affiliated Person of a company in which the Company has invested if it owns at least 5.0%, but no more than 25.0%, of the outstanding voting securities of such company.

Short-Term Investments

Short-term investments represent investments in money market funds.

Base Management Fee

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)

The Incentive Fee

Income-Based Fee

(a) No Income-Based Fee in any calendar quarter in which the PIFNII Return does not exceed the Hurdle Rate;

(c) 12.5% of all Pre-Incentive Fee Net Investment Income with respect to that portion of the PIFNII Return that exceeds the Catch-Up Hurdle Rate.

The Income-Based Fee paid to the Adviser is subject to the Incentive Fee Cap.

(a) In any quarter that the Incentive Fee Cap is zero or a negative value, the Company pays no Income-Based Fee to the Adviser for such quarter.

For purposes of the calculation of the Income-Based Fee, the following terms have the following meaning:

• “Hurdle Rate” for any calendar quarter means one fourth of the average daily Floating Rate over the applicable quarter.

• “Floating Rate Transition Event” means the occurrence of one or more of the following events with respect to the Floating Rate:

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)

3. a public statement or publication of information by the regulatory supervisor for the administrator of the Floating Rate announcing that the Floating Rate is no longer representative.

• “Floating Rate Replacement Date” means:

2. in the case of clause (3) of the definition of “Floating Rate Transition Event,” the date of the public statement or publication of information.

• “Replacement Rate” means the first alternative set forth in the order below that can be determined as of the Floating Rate Replacement Date.

1. the sum of: (a) Term SOFR and (b) the Benchmark Replacement Adjustment; and

2. the sum of: (a) Compounded SOFR and (b) the applicable Benchmark Replacement Adjustment.

• “Term SOFR” means the forward-looking term rate for the applicable Corresponding Tenor based on SOFR that has been selected or recommended by the Relevant Governmental Body.

• “Catch-Up Hurdle Rate” for any calendar quarter means a rate that is equal to 200% of the Hurdle Rate.

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)

Capital Gains Fee

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)

Administration Agreement

The costs and expenses incurred by the Administrator on behalf of the Company under the Administration Agreement include, but are not limited to:

• all fees, costs and expenses associated with the engagement of a sub-administrator, if any; and

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)

3. INVESTMENTS

Portfolio Composition


($ in thousands)	Cost		Percentage of Total Portfolio		Fair Value		Percentage of Total Portfolio		Percentage of Total Net Assets
June 30, 2022:
Senior debt and 1st lien notes	$	841,181	73	%	$	819,911	72	%	136	%
Subordinated debt and 2nd lien notes	123,513		11		120,916		11		20
Structured products	30,266		3		29,314		3		5
Equity shares	78,385		7		92,633		8		15
Equity warrants	68		—		38		—		—
Investments in joint ventures	65,889		6		62,289		6		10

	$	1,139,302	100	%	$	1,125,101	100	%	186	%


($ in thousands)	Cost		Percentage of Total Portfolio		Fair Value		Percentage of Total Portfolio		Percentage of Total Net Assets
December 31, 2021:
Senior debt and 1st lien notes	$	618,911	72	%	$	620,928	72	%	128	%
Subordinated debt and 2nd lien notes	91,067		11		92,297		11		19
Structured products	29,477		3		30,900		3		6
Equity shares	56,431		7		59,601		7		12
Equity warrants	68		—		163		—		—
Investments in joint ventures	58,689		7		61,253		7		13

	$	854,643	100	%	$	865,142	100	%	178	%

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)

Industry Composition

The industry composition of investments at fair value at June 30, 2022 and December 31, 2021, excluding short-term investments, was as follows:


($ in thousands)	June 30, 2022				December 31, 2021
Aerospace and Defense	$	56,911	5.1	%	$	48,271	5.6	%
Automotive	18,817		1.7		11,826		1.4
Banking, Finance, Insurance and Real Estate	122,770		10.9		99,003		11.5
Beverage, Food and Tobacco	41,189		3.7		42,795		4.9
Capital Equipment	26,767		2.4		17,630		2.0
Chemicals, Plastics, and Rubber	29,306		2.6		19,202		2.2
Construction and Building	10,338		0.9		9,073		1.1
Consumer Goods: Durable	19,416		1.7		12,478		1.4
Consumer Goods: Non-durable	8,935		0.8		9,207		1.1
Containers, Packaging and Glass	30,414		2.7		8,150		0.9


Energy: Oil and Gas	2,655		0.2		3,146		0.4
Environmental Industries	7,778		0.7		7,906		0.9
Healthcare and Pharmaceuticals	94,523		8.4		53,681		6.2
High Tech Industries	100,330		8.9		63,862		7.4
Hotel, Gaming and Leisure	22,234		2.0		24,216		2.8
Investment Funds and Vehicles	62,289		5.5		61,253		7.1
Media: Advertising, Printing and Publishing	4,801		0.4		8,860		1.0
Media: Broadcasting and Subscription	6,724		0.6		5,312		0.6
Media: Diversified and Production	21,926		1.9		14,157		1.6
Metals and Mining	9,900		0.9		—		—	%

Services: Business	244,966		21.8		194,120		22.4
Services: Consumer	55,125		4.9		53,624		6.2
Structured Products	15,842		1.4		21,144		2.4
Telecommunications	31,895		2.8		11,965		1.4
Transportation: Cargo	74,676		6.6		59,400		6.9
Transportation: Consumer	3,870		0.4		4,164		0.5
Utilities: Electric	704		0.1		697		0.1


Total	$	1,125,101	100.0	%	$	865,142	100.0	%

Banff Partners LP

On February 18, 2021, the Company established a joint venture, Banff Partners LP ("Banff"), with a controlled affiliate of Alberta Investment Management Corporation to invest in senior secured, middle-market, private debt investments, syndicated senior secured loans and structured product investments. During the six months ended June 30, 2022, the Company contributed $2.0 million of capital and held a 10.0% partnership interest in Banff. As of June 30, 2022, the cost and fair value of the Company's investment in Banff was $14.6 million and $15.2 million, respectively.

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)


($ in thousands)	Cost		Percentage of Total Portfolio		Fair Value		Percentage of Total Portfolio
June 30, 2022:
Senior debt and 1st lien notes	$	122,197	97	%	$	113,161	97	%
Subordinated debt and 2nd lien notes	3,900		3		3,938		3





	$	126,097	100	%	$	117,099	100	%
December 31, 2021:
Senior debt and 1st lien notes	$	129,777	97	%	$	128,231	97	%
Subordinated debt and 2nd lien notes	3,894		3	%	4,000		3	%





	$	133,671	100	%	$	132,231	100	%

As of both June 30, 2022 and December 31, 2021, the weighted average yield on the principal amount of Banff’s outstanding debt investments was approximately 6.7%.

The industry composition of Banff’s investments at fair value at June 30, 2022 and December 31, 2021, was as follows:


($ in thousands)	June 30, 2022				December 31, 2021
Aerospace and Defense	$	14,772	12.6	%	$	15,346	11.6	%

Banking, Finance, Insurance and Real Estate	21,121		18.1		23,178		17.5
Beverage, Food and Tobacco	5,903		5.0		6,114		4.6




Consumer Goods: Non-durable	5,929		5.0		6,422		4.9
Containers, Packaging and Glass	6,292		5.4		5,705		4.3




Healthcare and Pharmaceuticals	11,791		10.2		15,760		11.9
High Tech Industries	17,640		15.0		17,511		13.2


Media: Advertising, Printing and Publishing	—		—		3,474		2.6

Media: Diversified and Production	2,251		1.9		2,498		1.9


Services: Business	17,897		15.3		21,776		16.5
Services: Consumer	9,144		7.8		9,773		7.4

Telecommunications	3,051		2.6		3,386		2.6
Transportation: Cargo	1,308		1.1		1,288		1.0




Total	$	117,099	100	%	$	132,231	100	%

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)

The geographic composition of Banff’s investments at fair value at June 30, 2022 and December 31, 2021, was as follows:


($ in thousands)	June 30, 2022				December 31, 2021
Australia	$	2,456	2.1	%	$	6,426	4.9	%
Belgium	5,903		5.0		6,114		4.6
Canada	2,705		2.3		2,729		2.1
France	29,409		25.1		31,521		23.9
Germany	2,830		2.4		3,075		2.3
Netherlands	8,492		7.3		8,080		6.1
United Kingdom	26,443		22.6		28,496		21.5
USA	38,861		33.2		45,790		34.6
Total	$	117,099	100.0	%	$	132,231	100	%

•Assigned investments have been isolated from the Company, and put presumptively beyond the reach of the Company and its creditors, even in bankruptcy or other receivership:

Thompson Rivers LLC

On April 28, 2020, Thompson Rivers LLC (“Thompson Rivers”) was formed as a Delaware limited liability company. Under Thompson Rivers’ current operating agreement, as amended to date, pursuant to which the Company became a party in June 2021, the Company has a capital commitment of $30.0 million of equity capital to Thompson Rivers, all of which has been funded as of June 30, 2022. As of June 30, 2022, aggregate commitments to Thompson Rivers by the Company and the other members under the current operating agreement total $450.0 million, all of which has been funded.

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)

As of June 30, 2022 and December 31, 2021, the Thompson Rivers investment portfolio consisted of the following investments:


($ in thousands)	Cost		Percentage of Total Portfolio		Fair Value		Percentage of Total Portfolio
June 30, 2022:
Federal Housing Administration (“FHA”) loans	$	1,419,533	90	%	$	1,389,345	90	%
Veterans Affairs (“VA”) loans	155,498		10		150,594		10
	$	1,575,031	100	%	$	1,539,939	100	%
December 31, 2021:
Federal Housing Administration (“FHA”) loans	$	2,799,869	93		$	2,839,495	93
Veterans Affairs (“VA”) loans	224,660		7		223,540		7
	$	3,024,529	100	%	$	3,063,035	100	%

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)

As of June 30, 2022 and December 31, 2021, Thompson Rivers had the following contributed capital and unfunded commitments from its members:


($ in thousands)	As of June 30, 2022			As of December 31, 2021
Total contributed capital by Barings Capital Investment Corporation(1)	$	32,318		$	32,287
Total contributed capital by all members	$	482,083	(2)	$	482,120	(3)

Total unfunded commitments by Barings Capital Investment Corporation	$	—		$	—
Total unfunded commitments by all members	$	—		$	—

(1)Includes $2.3 million of dividend re-investments.

(2)Includes dividend re-investments of $32.1 million and $209.2 million of total contributed capital by related parties.

(3)Includes dividend re-investments of $32.1 million and $209.4 million of total contributed capital by related parties.

Waccamaw River LLC

On January 4, 2021, Waccamaw River LLC (“Waccamaw River”) was formed as a Delaware limited liability company. Under Waccamaw River’s current operating agreement, as amended to date, pursuant to which the Company became a party in May 2021, the Company has a capital commitment of $25.0 million of equity capital to Waccamaw River, of which approximately $22.5 million (including approximately $1.7 million of recallable return of capital) has been funded as of June 30, 2022. As of June 30, 2022, aggregate commitments to Waccamaw River by the Company and the other members under the current operating agreement total $125.0 million, of which $112.6 million (including $14.0 million of recallable return of capital) has been funded.

Waccamaw River's secured loan borrowing with JPMorgan Chase Bank, N.A., which is non-recourse to the Company, had approximately $37.1 million as of June 30, 2022.

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)

As of June 30, 2022 and December 31, 2021, Waccamaw River had the following contributed capital and unfunded commitments from its members:


($ in thousands)	As of June 30, 2022			As of December 31, 2021
Total contributed capital by Barings Capital Investment Corporation	$	24,250		$	15,450
Total contributed capital by all members	$	126,620	(1)	$	82,620	(4)

Total return of capital (recallable) by Barings Capital Investment Corporation	$	(1,730)		$	(1,730)
Total return of capital (recallable) by all members(2)	$	(14,020)		$	(14,020)

Total unfunded commitments by Barings Capital Investment Corporation	$	2,480		$	11,280
Total unfunded commitments by all members	$	12,400	(3)	$	56,400	(5)

(1)Includes $78.1 million of total contributed capital by related parties.

(2)Includes ($10.6) million of total return of capital (recallable) by related parties.

(3)Includes $7.4 million of unfunded commitments by related parties.

(4)Includes $51.7 million of total contributed capital by related parties.

(5)Includes $33.8 million of unfunded commitments by related parties.

Eclipse Business Capital Holdings LLC

On July 8, 2021, the Company made an equity investment in Eclipse Business Capital Holdings LLC (“Eclipse”) of $44.4 million, a second lien senior secured loan of $2.2 million and unfunded revolver of $6.7 million, alongside other related party affiliates. As of June 30, 2022 and December 31, 2021, $3.5 million and $0.9 million, respectively, of the revolver was funded. Eclipse conducts its business through Eclipse Business Capital LLC. Eclipse is one of the country’s leading independent asset-based lending (“ABL”) platforms that provides financing to middle-market borrowers in the U.S. and Canada. Eclipse provides revolving lines of credit and term loans ranging in size from $10 – $125 million that are secured by collateral such as accounts receivable, inventory, equipment, or real estate. Eclipse lends to both privately-owned and publicly-traded companies across a range of industries, including manufacturing, retail, automotive, oil & gas, services, distribution, and consumer products. The addition of Eclipse to the portfolio allows the Company to participate in an asset class and commercial finance operations that offer differentiated income returns as compared to directly originated loans. Eclipse is led by a seasoned team of ABL experts.

Valuation of Investments

Under ASC Topic 820, there are three levels of valuation inputs, as follows:

Level 1 Inputs – include quoted prices (unadjusted) in active markets for identical assets or liabilities.

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)

Level 3 Inputs – include inputs that are unobservable and significant to the fair value measurement.

Investment Valuation Process

The Company’s money market fund investments are generally valued using Level 1 inputs and its equity investments listed on an exchange or on the NASDAQ National Market System are valued using Level 1 inputs, using the last quoted sale price of that day. The Company’s syndicated senior secured loans and structured products are generally valued using Level 2 inputs, which are generally valued at the bid quotation obtained from dealers in loans by an independent pricing service.The Company’s middle-market, private debt and equity investments are generally valued using Level 3 inputs.

Independent Valuation

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)

Valuation Techniques

Valuation of Investments in Banff, Thompson Rivers and Waccamaw River

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)

Level 3 Unobservable Inputs

June 30, 2022

($ in thousands)

Fair Value

Valuation
Model

Level 3
Input

Range of
Inputs

Weighted
Average

Impact to Valuation from an Increase in Input

Senior debt and 1st lien notes(1)

537,324

Yield Analysis

Market Yield

6.8% – 19.2%

10.1%

Decrease

1,895

Discounted Cash Flow Analysis

Discount Rate

9.2%

Decrease

216,526

Recent Transaction

Transaction Price

96.0% – 100.0%

97.7%

Increase

Subordinated debt and 2nd lien notes(2)

52,663

Yield Analysis

Market Yield

8.2% – 13.6%

11.6%

Decrease

5,750

Market Approach

Adjusted EBITDA Multiple

10.3x

Increase

31,590

Recent Transaction

Transaction Price

92.7% – 98.0%

96.2%

Increase

Structured products

13,890

Discounted Cash Flow Analysis

Discount Rate

5.5% – 13.0%

9.0%

Decrease

Equity shares(3)

74,308

Market Approach

Adjusted EBITDA Multiple

5.9x – 49.5x

12.0x

Increase

13,292

Recent Transaction

Transaction Price

$0.98 – $7,876

$82.55

Increase

Warrants

—

Market Approach

Adjusted EBITDA Multiple

6.7x – 19.5x

N/A

Increase

December 31, 2021

($ in thousands)

Fair Value

Valuation
Model

Level 3
Input

Range of
Inputs

Weighted
Average

Impact to Valuation from an Increase in Input

Senior debt and 1st lien notes(1)

320,216

Yield Analysis

Market Yield

5.2% – 16.2%

7.4%

Decrease

243,352

Recent Transaction

Transaction Price

97.0% – 99.0%

97.8%

Increase

Subordinated debt and 2nd lien notes(2)

39,802

Yield Analysis

Market Yield

5.3% – 9.9%

9.1%

Decrease

19,049

Recent Transaction

Transaction Price

97.0% – 98.3%

98.0%

Increase

Equity shares(3)

51,487

Market Approach

Adjusted EBITDA Multiple

6.5x – 54.0x

15.3x

Increase

2,893

Recent Transaction

Transaction Price

$1 – $1000

$119

Increase

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)


	Fair Value as of June 30, 2022
($ in thousands)	Level 1		Level 2		Level 3		Total
Senior debt and 1st lien notes	$	—	$	56,570	$	763,341	$	819,911
Subordinated debt and 2nd lien notes	—		4,989		115,927		120,916
Structured products	—		15,424		13,890		29,314
Equity shares	21		2,357		90,255		92,633
Equity warrants	—		38		—		38

Investments subject to leveling	$	21	$	79,378	$	983,413	$	1,062,812
Investments in joint ventures(1)							62,289
							$	1,125,101


	Fair Value as of December 31, 2021
($ in thousands)	Level 1		Level 2		Level 3		Total
Senior debt and 1st lien notes	$	—	$	36,640	$	584,289	$	620,929
Subordinated debt and 2nd lien notes	—		15,471		76,826		92,297
Structured products	—		30,900		—		30,900
Equity shares	19		2,056		57,526		59,601
Equity warrants	—		163		—		163

Investments subject to leveling	$	19	$	85,230	$	718,641	$	803,890
Investment in joint ventures (1)							$	61,253
							$	865,143

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)


Six Months Ended June 30, 2022: ($ in thousands)	Senior Debt and 1st Lien Notes		Subordinated Debt and 2nd Lien Notes		Structured Products		Equity Shares		Total
Fair value, beginning of period	$	584,289	$	76,826	$	—	$	57,526	$	718,641
New investments	226,168		32,275		4,520		17,179		280,142
Transfers into (out of) Level 3	(6,834)		10,292		9,811		3,518		16,787
Proceeds from sales of investments	823		—		—		—		823
Loan origination fees received	(4,938)		(607)		—		—		(5,545)
Principal repayments received	(19,405)		—		—		—		(19,405)
Payment in kind interest	614		608		—		—		1,222
Accretion of loan premium/discount	109		37		—		—		146
Accretion of deferred loan origination revenue	1,598		87		—		—		1,685
Realized loss	(1,620)		—		—		—		(1,620)
Unrealized appreciation (depreciation)	(17,463)		(3,591)		(441)		12,032		(9,463)
Fair value, end of period	$	763,341	$	115,927	$	13,890	$	90,255	$	983,413


Six Months Ended June 30, 2021: ($ in thousands)	Senior Debt and 1st Lien Notes		Subordinated Debt and 2nd Lien Notes		Equity Shares		Total
Fair value, beginning of period	$	125,325	$	1,236	$	122	$	126,683
New investments	275,485		57,876		2,326		335,687
Transfers into Level 3	—		—		2,884		2,884
Proceeds from sales of investments	(114,517)		(3,889)		—		(118,406)
Loan origination fees received	(6,848)		(1,408)		—		(8,256)
Principal repayments received	(1,816)		(742)		—		(2,558)
Payment in kind interest	211		—		—		211
Accretion of loan premium/discount	13		29		—		42
Accretion of deferred loan origination revenue	496		18		—		514
Realized gain (loss)	1,270		(4)		—		1,266
Unrealized appreciation (depreciation)	(892)		565		383		56
Fair value, end of period	$	278,727	$	53,681	$	5,715	$	338,123

All realized gains and losses and unrealized appreciation and depreciation are included in earnings (changes in net assets) and are reported on separate line items within the Company’s Unaudited Consolidated Statement of Operations. Pre-tax net unrealized depreciation on Level 3 investments of $18.0 million and $9.3 million during the three and six months ended June 30, 2022, respectively, were related to portfolio company investments that were still held by the Company as of June 30, 2022. Pre-tax net unrealized appreciation on Level 3 investments of $0.6 million and $1.0 million during the three and six months ended June 30, 2021, respectively, were related to portfolio company investments that were still held by the Company as of June 30, 2021.

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)

Unsettled Purchases and Sales of Investments

Realized Gain or Loss and Unrealized Appreciation or Depreciation of Portfolio Investments

Investment Classification

In accordance with the provisions of the 1940 Act, the Company classifies investments by level of control. As defined in the 1940 Act, “Control Investments” are investments in those companies that the Company is deemed to “Control.” “Affiliate Investments” are investments in those companies that are “Affiliated Persons” of the Company, as defined in the 1940 Act, other than Control Investments. “Non-Control / Non-Affiliate Investments” are those that are neither Control Investments nor Affiliate Investments. Generally, under the 1940 Act, the Company is deemed to control a company in which it has invested if the Company owns more than 25.0% of the voting securities (i.e., securities with the right to elect directors) and/or has the power to exercise control over the management or policies of such portfolio company. As of June 30, 2022, the Company does not “Control” any of its portfolio companies for the purposes of the 1940 Act. Under the 1940 Act, the Company is deemed to be an Affiliated Person of a company in which the Company has invested if it owns at least 5.0%, but no more than 25.0%, of the outstanding voting securities of such company.

Short-Term Investments

Short-term investments represent investments in money market funds.

Investment Income

Interest income, including amortization of premium and accretion of discount, is recorded on the accrual basis to the extent that such amounts are expected to be collected. Generally, when interest and/or principal payments on a loan become past due, or if the Company otherwise does not expect the borrower to be able to service its debt and other obligations, the Company will place the loan on non-accrual status and will generally cease recognizing interest income on that loan for financial reporting purposes until all principal and interest have been brought current through payment or due to a restructuring such that the interest income is deemed to be collectible. The Company writes off any previously accrued and uncollected interest when it is determined that interest is no longer considered collectible. As of June 30, 2022, the Company had no non-accrual assets. Dividend income is recorded on the ex-dividend date.

Payment-in-Kind Interest

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)

Fee Income

Fee income for the three and six months ended June 30, 2022 and 2021 was as follows:


	Three Months Ended		Three Months Ended		Six Months Ended		Six Months Ended
($ in thousands)	June 30, 2022		June 30, 2021		June 30, 2022		June 30, 2021
Recurring Fee Income:
Amortization of loan origination fees	$	800	$	327	$	1,488	$	528
Management, valuation and other fees	274		105		544		180
Total Recurring Fee Income	1,074		432		2,032		708
Non-Recurring Fee Income:

Acceleration of unamortized loan origination fees	244		23		265		44
Advisory, loan amendment and other fees	410		16		446		14
Total Non-Recurring Fee Income	654		39		711		58
Total Fee Income	$	1,728	$	471	$	2,743	$	766

Offering Costs

Other General and Administrative Expenses

Concentration of Credit Risk

As of June 30, 2022, all of the Company's assets were or will be pledged as collateral for the ING Credit Facility.

The Company places its cash with financial institutions and, at times, cash may exceed insured limits under applicable law.

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)

Investments Denominated in Foreign Currency

In addition, during both the six months ended June 30, 2022 and June 30, 2021, the Company entered into forward currency contracts primarily to help mitigate the impact that an adverse change in foreign exchange rates would have on the Company's investments denominated in foreign currencies. Net unrealized appreciation or depreciation on foreign currency contracts are included in “Net unrealized appreciation (depreciation) - foreign currency transactions” and net realized gains or losses on forward currency contracts are included in “Net realized gains (losses) - foreign currency transactions” in the Company’s Unaudited Consolidated Statement of Operations.

4. INCOME TAXES

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)

For federal income tax purposes, the cost of investments owned as of June 30, 2022 and December 31, 2021 was approximately $1,139.3 million and $854.7 million, respectively. As of June 30, 2022, net unrealized appreciation on the Company's investments (tax basis) was approximately $5.3 million, consisting of gross unrealized appreciation, where the fair value of the Company's investments exceeds their tax cost, of approximately $38.9 million and gross unrealized depreciation, where the tax cost of the Company's investments exceeds their fair value, of approximately $33.7 million. As of December 31, 2021, net unrealized appreciation on the Company’s investments (tax basis) was approximately $15.8 million, consisting of gross unrealized appreciation, where the fair value of the Company’s investments exceeds their tax cost, of approximately $20.5 million and gross unrealized depreciation, where the tax cost of the Company’s investments exceeds their fair value, of approximately $4.7 million.

In addition, the Company has a wholly-owned taxable subsidiary (the "Taxable Subsidiary"), which holds certain portfolio investments. The Taxable Subsidiary is consolidated for financial reporting purposes, such that the Company's consolidated financial statements reflects the Company’s investments in the portfolio companies owned by the Taxable Subsidiary. The purpose of the Taxable Subsidiary is to permit the Company to hold certain portfolio companies that are organized as LLCs (or other forms of pass-through entities) and still satisfy the RIC tax requirement that at least 90% of the RIC’s gross revenue for income tax purposes must consist of qualifying investment income. Absent the Taxable Subsidiary, a proportionate amount of any gross income of an LLC (or other pass-through entity) portfolio investment would flow through directly to the RIC. To the extent that such income did not consist of qualifying investment income, it could jeopardize the Company's ability to qualify as a RIC and therefore cause the Company to incur significant amounts of federal income taxes. When LLCs (or other pass-through entities) are owned by the Taxable Subsidiary, their income is taxed to the Taxable Subsidiary and does not flow through to the RIC, thereby helping the Company preserve its RIC tax treatment and resultant tax advantages. The Taxable Subsidiary is not consolidated for income tax purposes and may generate income tax expense or benefit as a result of their ownership of the portfolio companies. This income tax expense or benefit, if any, is reflected in the Company's Unaudited and Audited Consolidated Statement of Operations. Additionally, any unrealized appreciation related to portfolio investments held by the Taxable Subsidiary (net of unrealized depreciation related to portfolio investments held by the Taxable Subsidiary), if any, will be reflected net of applicable federal and state income taxes, if any, in the Company's Unaudited Consolidated Statement of Operations, with the related deferred tax assets or liabilities, if any, included in "Accounts payable and accrued liabilities" in the Company’s Unaudited and Audited Consolidated Balance Sheet. As of June 30, 2022, the Company recorded a net deferred tax liability of $0.2 million pertaining to tax basis differences in the Taxable Subsidiary's investment in certain partnership interests.

5. BORROWINGS

The Company had the following borrowings outstanding as of June 30, 2022 and December 31, 2021:


Issuance Date ($ in thousands)	Maturity Date	Interest Rate as of June 30, 2022	June 30, 2022		December 31, 2021
Subscription Facility:
September 21, 2020	NA	NA	$	—	$	67,954
Total Subscription Facility			$	—	$	67,954
Credit Facility:
January 15, 2021	April 30, 2026	3.879%	$	594,241	$	390,155
Total Credit Facility			$	594,241	$	390,155
Notes:
February 22, 2022	February 22, 2027	4.750%	$	100,000	$	—
(Less: Deferred financing fees)			$	(331)	$	—
Total Notes			$	99,669	$	—

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)

September 2020 Subscription Facility

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)

ING Capital Credit Facility

On April 30, 2021, the Company amended and restated the credit agreement governing the ING Credit Facility to increase the total commitments under the facility to $325.0 million and include a $25.0 million letter of credit sub-facility. On July 22, 2021, the Company entered into an incremental commitment and assumption agreement to increase the aggregate commitments under the ING Credit Facility to $500.0 million. As amended as of March 31, 2022, the Company had aggregate commitments from lenders of $500.0 million under the ING Credit Facility, the maximum commitment then allowed under the ING Credit Facility. On April 25, 2022, the Company amended the ING Credit Facility to, among other things, (i) increase total commitments from lenders to $625.0 million from $500.0 million, (ii) upsize the accordion feature under the ING Credit Facility to allow for an increase in aggregate commitments thereunder from new and existing lenders on the same terms and conditions as the existing commitments up to a total of $800.0 million, subject to certain conditions and the satisfaction of specified financial covenants, and (iii) replace the LIBOR benchmark provisions under the ING Credit Facility with SOFR benchmark provisions.

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)

February 2027 Notes

The February 2027 Notes, for which the Company is required to obtain an initial rating by June 30, 2022, have a fixed interest rate of 4.75% per year, subject to a step up of (x) 1.25% per year, to the extent that the initial rating for the February 2027 Notes does not satisfy certain investment grade rating conditions, and (y) at any time after the Company has received an investment grade rating for the February 2027 Notes, 0.75% per year, to the extent the February 2027 Notes thereafter fail to satisfy certain investment grade rating conditions.

The Company’s obligations under the February 2022 NPA are general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company. As of June 30, 2022, the Company was in compliance with all covenants under the February 2022 NPA.

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)

The February 2027 Notes were offered in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The February 2027 Notes have not and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, as applicable.

6. DERIVATIVE INSTRUMENTS

The Company enters into forward currency contracts from time to time to primarily help mitigate the impact that an adverse change in foreign exchange rates would have on net interest income from the Company’s investments and related borrowings denominated in foreign currencies. Net unrealized appreciation or depreciation on foreign currency contracts are included in “Net unrealized appreciation (depreciation) - foreign currency transactions” and net realized gains or losses on forward currency contracts are included in “Net realized gains (losses) - foreign currency transactions” in the Unaudited Consolidated Statement of Operations. Forward currency contracts are considered undesignated derivative instruments.

The following tables present the Company's foreign currency forward contracts as of June 30, 2022 and December 31, 2021:

As of June 30, 2022

Description

($ in thousands)

Notional Amount to be Purchased

Notional Amount to be Sold

Maturity Date

Gross Amount of Recognized Assets (Liabilities)

Balance Sheet Location of Net Amounts

Foreign currency forward contract (AUD)

$29,465

A$39,283

07/07/22

2,340

Prepaid expense and other assets

Foreign currency forward contract (AUD)

A$39,283

$27,149

07/07/22

(24)

Derivative liability

Foreign currency forward contract (AUD)

$27,704

A$40,052

10/06/22

Prepaid expense and other assets

Foreign currency forward contract (CAD)

$4,606

C$5,765

07/07/22

127

Prepaid expense and other assets

Foreign currency forward contract (CAD)

C$5,765

$4,483

07/07/22

(5)

Derivative liability

Foreign currency forward contract (CAD)

$4,496

C$5,780

10/06/22

Prepaid expense and other assets

Foreign currency forward contract (DKK)

3,552kr.

$503

07/07/22

(3)

Derivative liability

Foreign currency forward contract (DKK)

$531

3,552kr.

07/07/22

Prepaid expense and other assets

Foreign currency forward contract (DKK)

$511

3,585kr.

10/06/22

Prepaid expense and other assets

Foreign currency forward contract (EUR)

€68,233

$71,845

07/07/22

(406)

Derivative liability

Foreign currency forward contract (EUR)

$43,848

€39,433

07/07/22

2,562

Prepaid expense and other assets

Foreign currency forward contract (EUR)

$30,869

€28,800

07/07/22

716

Prepaid expense and other assets

Foreign currency forward contract (EUR)

$2,119

€2,000

10/06/22

Prepaid expense and other assets

Foreign currency forward contract (EUR)

$66,208

€62,479

10/06/22

361

Prepaid expense and other assets

Foreign currency forward contract (GBP)

£9,030

$11,013

07/07/22

(29)

Derivative liability

Foreign currency forward contract (GBP)

$11,181

£8,800

07/07/22

477

Prepaid expense and other assets

Foreign currency forward contract (GBP)

$300

£230

07/07/22

Prepaid expense and other assets

Foreign currency forward contract (GBP)

$11,234

£9,195

10/06/22

Prepaid expense and other assets

Foreign currency forward contract (NZD)

$4,852

NZ$7,023

07/07/22

466

Prepaid expense and other assets

Foreign currency forward contract (NZD)

NZ$7,023

$4,392

07/07/22

(7)

Derivative liability

Foreign currency forward contract (NZD)

$4,384

NZ$7,019

10/06/22

Prepaid expense and other assets

Foreign currency forward contract (CHF)

1,200Fr.

$1,255

07/07/22

Prepaid expense and other assets

Foreign currency forward contract (CHF)

$1,253

1,200Fr.

07/07/22

(4)

Derivative liability

Foreign currency forward contract (CHF)

$1,263

1,200Fr.

10/06/22

(2)

Derivative liability

Total

6,706

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)


As of December 31, 2021 Description ($ in thousands)	Notional Amount to be Purchased	Notional Amount to be Sold	Maturity Date	Gross Amount of Recognized Assets (Liabilities)		Balance Sheet Location of Net Amounts
Foreign currency forward contract (AUD)	$12,250	A$8,906	01/06/22	$	(1)	Derivative liability
Foreign currency forward contract (AUD)	A$8,834	$12,250	01/06/22	(71)		Derivative liability
Foreign currency forward contract (AUD)	$5,503	€7,659	04/08/22	(66)		Derivative liability

Foreign currency forward contract (CAD)	€5,580	$4,366	01/06/22	44		Prepaid expense and other assets
Foreign currency forward contract (CAD)	€4,373	$5,580	01/06/22	(36)		Derivative liability
Foreign currency forward contract (CAD)	$270	£349	04/08/22	(6)		Derivative liability
Foreign currency forward contract (CAD)	$4,439	£5,675	04/08/22	(44)		Derivative liability

Foreign currency forward contract (DKK)	£3,526	$537	01/06/22	2		Prepaid expense and other assets
Foreign currency forward contract (DKK)	£551	$3,526	01/06/22	12		Prepaid expense and other assets
Foreign currency forward contract (DKK)	£531	$3,481	04/08/22	(2)		Derivative liability

Foreign currency forward contract (EUR)	£20,807	$23,557	01/06/22	119		Prepaid expense and other assets
Foreign currency forward contract (EUR)	£5,181	$4,500	01/06/22	61		Prepaid expense and other assets
Foreign currency forward contract (EUR)	£18,704	$16,307	01/06/22	149		Prepaid expense and other assets
Foreign currency forward contract (EUR)	£10,436	$9,200	04/08/22	(54)		Derivative liability
Foreign currency forward contract (EUR)	£25,362	$22,357	04/08/22	(129)		Derivative liability

Foreign currency forward contract (GBP)	£8,566	$11,504	01/06/22	96		Prepaid expense and other assets
Foreign currency forward contract (GBP)	£4,068	$5,418	04/08/22	88		Prepaid expense and other assets
Foreign currency forward contract (GBP)	£11,472	$8,566	01/06/22	(129)		Derivative liability
Total				$	33

7. COMMITMENTS AND CONTINGENCIES

In the normal course of business, the Company is party to financial instruments with off-balance sheet risk, consisting primarily of unused commitments to extend financing to the Company’s portfolio companies. Since commitments may expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements. As of June 30, 2022, the Company believed that it had adequate financial resources to satisfy its unfunded commitments. The balances of unused commitments to extend financing as of June 30, 2022 and December 31, 2021 were as follows:


Portfolio Company ($ in thousands)	Investment Type	June 30, 2022		December 31, 2021
Acclime Holdings HK Limited(1)	Delayed Draw Term Loan	$	—	$	141
Acclime Holdings HK Limited(1)	Delayed Draw Term Loan	—		776
Accurus Aerospace Corporation(1)(2)	Revolver	922		—
Air Comm Corporation, LLC(1)	Delayed Draw Term Loan	108		108
Air Comm Corporation, LLC(1)	Delayed Draw Term Loan	1,150		1,150
Amtech LLC(1)	Delayed Draw Term Loan	909		909
Amtech LLC(1)	Revolver	227		227
AnalytiChem Holding GmbH(1)(2)(3)	Delayed Draw Term Loan	—		2,582
AnalytiChem Holding GmbH(1)(2)(3)	Incremental Term Loan	428		—
AnalytiChem Holding GmbH(1)(2)(3)	Bridge Revolver	168		—
Aquavista Watersides 2 LTD(1)(2)(4)	Bridge Revolver	135		151

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)


Portfolio Company ($ in thousands)	Investment Type	June 30, 2022	December 31, 2021
Aquavista Watersides 2 LTD(1)(2)(4)	Acquisition Facility	844	941
Astra Bidco Limited(1)(2)(4)	Delayed Draw Term Loan	690	769
Avance Clinical Bidco Pty Ltd(1)(2)(5)	Delayed Draw Term Loan	990	1,046
Azalea Buyer, Inc.(1)	Delayed Draw Term Loan	641	641
Azalea Buyer, Inc.(1)	Revolver	282	321
Bariacum S.A(1)(2)(3)	Acquisition Facility	627	682
Beyond Risk Management, Inc.(1)(2)	Delayed Draw Term Loan	2,423	2,573
BigHand UK Bidco Limited(1)(2)(4)	Acquisition Facility	—	99
Bounteous, Inc.(1)	Delayed Draw Term Loan	2,580	2,580
Brightpay Limited(1)(2)(3)	Delayed Draw Term Loan	178	389
Brightpay Limited(1)(2)(3)	Delayed Draw Term Loan	119	130
BrightSign LLC(1)(2)	Revolver	715	715
British Engineering Services Holdco Limited(1)(2)(4)	Bridge Revolver	—	86
CAi Software, LLC(1)(2)	Revolver	707	707
Canadian Orthodontic Partners Corp.(1)(2)(6)	Delayed Draw Term Loan	112	160
Ceres Pharma NV(1)(2)(3)	Delayed Draw Term Loan	916	996
CGI Parent, LLC(1)	Revolver	1,653	—
Coastal Marina Holdings, LLC(1)(2)	PIK Tranche B Term Loan	656	656
Coastal Marina Holdings, LLC(1)(2)	Tranche A Term Loan	1,788	1,788
Comply365, LLC(1)(2)	Revolver	556	—
Coyo Uprising GmbH(1)(2)(3)	Delayed Draw Term Loan	989	1,076
Crash Champions, LLC(1)(2)	Delayed Draw Term Loan	237	2,712
CSL DualCom(1)(2)(4)	Acquisition Term Loan	1,114	1,242
DecksDirect, LLC(1)(2)	Revolver	153	218
Dune Group(1)(2)(3)	Delayed Draw Term Loan	960	1,044
Dwyer Instruments, Inc.(1)(2)	Delayed Draw Term Loan	1,094	1,094
Eclipse Business Capital, LLC(1)	Revolver	3,234	5,840
EMI Porta Holdco LLC(1)	Delayed Draw Term Loan	4,475	5,339
EMI Porta Holdco LLC(1)	Revolver	859	1,271
EPS NASS Parent, Inc.(1)	Delayed Draw Term Loan	187	425
eShipping, LLC(1)	Delayed Draw Term Loan	1,923	1,923
eShipping, LLC(1)	Revolver	1,122	930
Events Software BidCo Pty Ltd(1)(2)(5)	Delayed Draw Term Loan	440	—
Fineline Technologies, Inc.(1)	Delayed Draw Term Loan	240	240
Finexvet(1)(2)(3)	Acquisition Facility	230	—
Footco 40 Limited(1)(2)(4)	Delayed Draw Term Loan	773	—
FragilePak LLC(1)(2)	Delayed Draw Term Loan	3,779	3,779
GPZN II GmbH(1)(2)(3)	Term Loan	549	—
Heartland Veterinary Partners, LLC(1)(2)	Delayed Draw Term Loan	95	235
IGL Holdings III Corp.(1)	Delayed Draw Term Loan	—	360
Innovad Group II BV(1)(2)(3)	Delayed Draw Term Loan	817	1,206
INOS 19-090 GmbH(1)(2)(3)	Acquisition Facility	807	878
ITI Intermodal, Inc.(1)(2)	Delayed Draw Term Loan	103	103
ITI Intermodal, Inc.(1)(2)	Revolver	124	124
Jaguar Merger Sub Inc.(1)(2)	Delayed Draw Term Loan	711	1,961
Jaguar Merger Sub Inc.(1)(2)	Revolver	490	490
Jon Bidco Limited(1)(2)(7)	Capex & Acquisition Facility	856	—

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)


Portfolio Company ($ in thousands)	Investment Type	June 30, 2022	December 31, 2021
Jones Fish Hatcheries & Distributors LLC(1)	Revolver	418	—
Kano Laboratories LLC(1)(2)	Delayed Draw Term Loan	1,574	1,903
Kano Laboratories LLC(1)(2)	Delayed Draw Term Loan	1,903	1,574
Lambir Bidco Limited(1)(2)(3)	Bridge Revolver	—	666
Lambir Bidco Limited(1)(2)(3)	Delayed Draw Term Loan	1,224	1,332
LeadsOnline, LLC(1)	Revolver	1,692	—
LivTech Purchaser, Inc.(1)	Delayed Draw Term Loan	130	316
Marmoutier Holding B.V.(1)(2)(3)	Delayed Draw Term Loan	372	405
Marmoutier Holding B.V.(1)(2)(3)	Revolver	149	162
Marshall Excelsior Co.(1)(2)	Revolver	416	—
MC Group Ventures Corporation(1)	Delayed Draw Term Loan	861	861
Modern Star Holdings Bidco Pty Limited(1)(2)(5)	CapEx Term Loan	340	360
Murphy Midco Limited(1)(2)(4)	Delayed Draw Term Loan	813	906
Narda Acquisitionco., Inc.(1)(2)	Revolver	684	684
Navia Benefit Solutions, Inc.(1)	Delayed Draw Term Loan	4,338	4,338
Nexus Underwriting Management Limited(1)(2)(4)	Revolver	—	53
Nexus Underwriting Management Limited(1)(2)(4)	Acquisition Facility	817	989
Novotech Aus Bidco Pty Ltd(1)(2)	Capex & Acquisition Facility C	1,042	—
OA Buyer, Inc.(1)(2)	Revolver	1,331	1,331
OAC Holdings I Corp(1)	Revolver	147	—
OG III B.V.(1)(2)(3)	Acquisition CapEx Facility	—	1,087
Omni Intermediate Holdings, LLC(1)(2)	Delayed Draw Term Loan	—	683
Omni Intermediate Holdings, LLC(1)(2)	Delayed Draw Term Loan	2,505	3,643
OSP Hamilton Purchaser, LLC(1)	Revolver	131	187
Pacific Health Supplies Bidco Pty Limited(1)(5)	CapEx Term Loan	—	343
PDQ.Com Corporation(1)	Delayed Draw Term Loan	—	868
Perimeter Master Note Business Trust(1)(2)	Secured Note - Class A	55	—
Perimeter Master Note Business Trust (1)(2)	Secured Note - Class B	55	—
Perimeter Master Note Business Trust (1)(2)	Secured Note - Class C	55	—
Perimeter Master Note Business Trust (1)(2)	Secured Note - Class D	55	—
Perimeter Master Note Business Trust (1)(2)	Secured Note - Class E	2,794	—
Polara Enterprises, L.L.C.(1)(2)	Revolver	237	273
Policy Services Company, LLC(1)(2)	Delayed Draw Term Loan	—	2,632
Premium Invest(1)(2)(3)	Acquisition Facility	732	834
ProfitOptics, LLC(1)(2)	Revolver	194	—
Protego Bidco B.V.(1)(2)(3)	Delayed Draw Term Loan	206	224
PSP Intermediate 4, LLC(1)(2)(3)	Delayed Draw Term Loan	712	—
QPE7 SPV1 BidCo Pty Ltd(1)(2)(5)	Acquisition Term loan	—	461
Questel Unite(1)(2)(3)	Incremental Term Loan	2,707	2,944
REP SEKO MERGER SUB LLC(1)(2)	Delayed Draw Term Loan	465	727
Reward Gateway (UK) Ltd(1)(2)(4)	Acquisition Facility	742	1,301
Riedel Beheer B.V.(1)(2)(3)	Revolver	—	230
Riedel Beheer B.V.(1)(2)(3)	Delayed Draw Term Loan	141	153
Safety Products Holdings, LLC(1)	Delayed Draw Term Loan	2,594	2,594
Sanoptis S.A.R.L.(1)(3)	Acquisition Facility	2,806	—
Scaled Agile, Inc.(1)	Delayed Draw Term Loan	416	416
Scaled Agile, Inc.(1)	Revolver	336	336

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)


Portfolio Company ($ in thousands)	Investment Type	June 30, 2022		December 31, 2021
Scout Bidco B.V.(1)(2)(3)	Delayed Draw Term Loan	1,112		—
Scout Bidco B.V.(1)(2)(3)	Revolver	504		—
Sereni Capital NV(1)(2)(3)	Term Loan	376		—
Sereni Capital NV(1)(2)(3)	Revolver	53		—
Smartling, Inc.(1)	Delayed Draw Term Loan	1,176		1,177
Smartling, Inc.(1)	Revolver	588		588
SSCP Pegasus Midco Limited(1)(2)(4)	Delayed Draw Term Loan	1,699		1,895
Superjet Buyer, LLC(1)	Revolver	1,460		1,460
Syntax Systems Ltd(1)	Revolver	264		336
Syntax Systems Ltd(1)	Delayed Draw Term Loan	1,142		1,142
Tank Holding Corp(1)	Revolver	382		—
Techone B.V.(1)(2)(3)	Delayed Draw Term Loan	—		485
Techone B.V.(1)(2)(3)	Revolver	65		129
Tencarva Machinery Company, LLC(1)	Delayed Draw Term Loan	591		591
Tencarva Machinery Company, LLC(1)	Revolver	752		752
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)(1)	Delayed Draw Term Loan	2,707		2,707
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)(1)	Revolver	796		796
Turbo Buyer, Inc.(1)	Delayed Draw Term Loan	—		1,494
Turbo Buyer, Inc.(1)	Delayed Draw Term Loan	1,537		—
Union Bidco Limited(1)(4)	Acquisition Facility	151		—
United Therapy Holding III GmbH(1)(2)(3)	Acquisition Facility	1,588		—
Victoria Bidco Limited(1)(2)(4)	Delayed Draw Term Loan	729		—
W2O Holdings, Inc.(1)	Delayed Draw Term Loan	1,060		1,549
Waccamaw River(2)	Joint Venture	2,480		11,280
Woodland Foods, LLC(1)	Revolver	684		967
Xeinadin Bidco Limited(1)(2)(4)	Term Loan	2,394		—
ZB Holdco LLC(1)	Delayed Draw Term Loan	676		—
ZB Holdco LLC(1)	Revolver	423		—
Zeppelin Bidco Limited(1)(2)(4)	Capex / Acquisition Facility	1,270		—
Zeppelin Bidco Limited(1)(2)(4)	Revolver	267		—
Total unused commitments to extend financing		$	110,000	$	116,977

(1)The Company’s estimate of the fair value of the current investments in this portfolio company includes an analysis of the fair value of any unfunded commitments.

(2)Represents a commitment to extend financing to a portfolio company where one or more of the Company’s current investments in the portfolio company are carried at less than cost.

(3)Actual commitment amount is denominated in Euros. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.

(4)Actual commitment amount is denominated in British pounds sterling. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.

(5)Actual commitment amount is denominated in Australian dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.

(6)Actual commitment amount is denominated in Canadian dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.

(7)Actual commitment amount is denominated in New Zealand dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.

COVID-19 Developments

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)

8. FINANCIAL HIGHLIGHTS

The following is a schedule of financial highlights for the six months ended June 30, 2022 and 2021:


	Six Months Ended June 30,
($ in thousands, except share and per share amounts)	2022			2021
Per share data:
Net asset value at beginning of period	$	22.43		$	21.58
Net investment income(1)	1.15			0.88
Net realized gain on investments / foreign currency transactions(1)	0.10			0.18
Net unrealized appreciation on investments / foreign currency transactions(1)	(0.43)			0.47
Total increase from investment operations(1)	0.82			1.53
Dividends declared from net investment income	(0.96)			(0.63)
Dividends declared from realized gains	(0.07)			(0.20)
Total dividends declared	(1.03)			(0.83)





Loss on extinguishment of debt(1)	(0.01)			—

Other(2)	0.01			(0.09)
Net asset value at end of period	$	22.22		$	22.19
Shares outstanding at end of period	27,209,484			10,185,518
Net assets at end of period	$	604,587		$	226,046
Average net assets	$	548,900		$	178,019
Ratio of total expenses to average net assets (annualized)(3)	5.21		%	6.96		%
Ratio of net investment income to average net assets (annualized)(3)	10.23		%	8.22		%
Portfolio turnover ratio (annualized)	3.89		%	64.83		%
Total return(4)	3.64		%	6.78		%

(1)Weighted average per share data—basic and diluted; per share data was derived by using the weighted average shares outstanding during the applicable period.

(3)Does not include expenses of underlying investment companies, including joint ventures and short-term investments.

9. SUBSEQUENT EVENTS

On August 9, 2022, the Board declared a quarterly dividend of $0.53 per share payable on September 14, 2022 to holders of record as of September 7, 2022.

Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Forward-Looking Statements

Overview of Our Business

We invest in predominately senior secured private debt investments in well-established middle-market businesses that operate across a wide range of industries, as well as syndicated senior secured loans, structured product investments, bonds and other fixed income securities. Syndicated senior secured loans are either (i) marketed by investment banks, which are mandated to bring lenders together and underwrite the deal, to institutional investors or (ii) bought and sold by institutional investors in individually negotiated private transactions that function in many respects like an over-the-counter secondary market. On the other hand, senior secured private debt investments are negotiated directly with the borrower, rather than marketed by a third party or bought and sold in the secondary market. We believe senior secured private debt investments may offer higher returns and certain more favorable protections than syndicated senior secured loans. 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. We currently intend to invest primarily in senior secured private debt investments that have terms of between five and seven years and bear interest between the London Interbank Offered Rate (“LIBOR”) (or an applicable successor rate) plus 450 basis points and LIBOR plus 650 basis points per annum. As of June 30, 2022 and December 31, 2021, the weighted average yield on the principal amount of our outstanding debt investments was approximately 7.8% and 7.0%, respectively.

COVID-19 Developments

The spread of the Coronavirus and the COVID-19 pandemic, and the related effect on the U.S. and global economies, has had adverse consequences for the business operations of some of our portfolio companies but no longer adversely affects our operations and the operations of Barings, including with respect to us. Barings continues to monitor the COVID-19 situation globally and is prepared to adapt office working patterns as required to ensure the safety of its employees and clients who visit Barings office locations. Barings’ cybersecurity policies are applied consistently when working remotely or in the office.

Relationship with Our Adviser, Barings

Our Adviser, Barings, a wholly-owned subsidiary of Massachusetts Mutual Life Insurance Company (“MassMutual”), is a leading global asset management firm and is registered with the SEC as an investment adviser under the Advisers Act. Barings’ primary investment capabilities include fixed income, private credit, real estate, equity, and alternative investments. Subject to the overall supervision of our board of directors (the “Board”), Barings’ Global Private Finance Group (“Barings GPFG”) manages our day-to-day operations, and provides investment advisory and management services to us. Barings GPFG is part of Barings’ $274.4 billion Global Fixed Income Platform that invests in liquid, private and structured credit. Barings GPFG manages private funds and separately managed accounts, along with multiple public vehicles. The Adviser has retained its indirect, wholly-owned subsidiary, Baring International Investment Limited (“BIIL”), as a sub-adviser to manage European investments for us. BIIL is an investment adviser registered with the SEC in the United States and the Financial Conduct Authority in the United Kingdom with its principal office located in London, England. As of June 30, 2022, BIIL had approximately £16.7 billion in assets under management.

Portfolio Investment Composition

As of June 30, 2022 and December 31, 2021, our investment portfolio consisted of the following investments:


($ in thousands)	Cost		Percentage of Total Portfolio		Fair Value		Percentage of Total Portfolio
June 30, 2022:
Senior debt and 1st lien notes	$	841,181	73	%	$	819,911	72	%
Subordinated debt and 2nd lien notes	123,513		11		120,916		11
Structured products	30,266		3		29,314		3
Equity shares	78,385		7		92,633		8
Equity warrants	68		—		38		—
Investments in joint ventures	65,889		6		62,289		6

	$	1,139,302	100	%	$	1,125,101	99	%


($ in thousands)	Cost		Percentage of Total Portfolio		Fair Value		Percentage of Total Portfolio
December 31, 2021:
Senior debt and 1st lien notes	$	618,911	72	%	$	620,928	72
Subordinated debt and 2nd lien notes	91,067		11		92,297		11
Structured products	29,477		3		30,900		3
Equity shares	56,431		7		59,601		7
Equity warrants	68		—		163		—
Investments in joint ventures	58,689		7		61,253		7

	$	854,643	100	%	$	865,142	100	%

Investment Activity

Total portfolio investment activity for the six months ended June 30, 2022 and 2021 was as follows:


Six Months Ended June 30, 2022: ($ in thousands)	Senior Debt and 1st Lien Notes		Subordinated Debt and 2nd Lien Notes		Structured Products		Equity Shares		Equity Warrants		Investments in Joint Ventures		Total
Fair value, beginning of period	$	620,928	$	92,297	$	30,900	$	59,601	$	163	$	61,253	$	865,142
New investments	249,271		32,276		4,520		21,954		—		10,831		318,852
Proceeds from sales of investments	784		—		(2,792)		—		—		(3,631)		(5,639)
Loan origination fees received	(4,938)		(607)		—		—		—		—		(5,545)
Principal repayments received	(25,130)		—		(945)		—		—		—		(26,075)
Payment-in-kind interest	1,299		608		—		—		—		—		1,907
Accretion of loan premium/discount	916		82		7		—		—		—		1,005
Accretion of deferred loan origination revenue	1,668		87		—		—		—		—		1,755
Realized loss	(1,599)		—		—		—		—		—		(1,599)
Unrealized appreciation (depreciation)	(23,288)		(3,827)		(2,376)		11,078		(125)		(6,164)		(24,702)
Fair value, end of period	$	819,911	$	120,916	$	29,314	$	92,633	$	38	$	62,289	$	1,125,101


Six Months Ended June 30, 2021: ($ in thousands)	Senior Debt and 1st Lien Notes		Subordinated Debt and 2nd Lien Notes		Structured Products		Equity Shares		Equity Warrants		Investments in Joint Ventures		Short-term Investments		Total
Fair value, beginning of period	$	164,239	$	9,022	$	10,383	$	207	$	112	$	—	$	31,100	$	215,063
New investments	288,527		57,876		2,700		5,125		—		48,171		82,907		485,306
Proceeds from sales of investments	(114,928)		(3,889)		—		—		—		—		(111,006)		(229,823)
Loan origination fees received	(7,174)		(1,408)		—		—		—		—		—		(8,582)
Principal repayments received	(5,071)		(5,742)		(1,334)		—		—		—		—		(12,147)
Payment-in-kind interest	852		—		—		—		—		—		—		852
Accretion of loan premium/ discount	880		127		—		—		—		—		—		1,007
Accretion of deferred loan origination revenue	553		18		—		—		—		—		—		571
Realized gain (loss)	1,300		(4)		—		—		—		—		(1)		1,295
Unrealized appreciation (depreciation)	1,281		556		592		383		124		(310)		—		2,626
Fair value, end of period	$	330,459	$	56,556	$	12,341	$	5,715	$	236	$	47,861	$	3,000	$	456,168

Non-Accrual Assets

Generally, when interest and/or principal payments on a loan become past due, or if we otherwise do not expect the borrower to be able to service its debt and other obligations, we will place the loan on non-accrual status and will generally cease recognizing interest income on that loan for financial reporting purposes until all principal and interest have been brought current through payment or due to a restructuring such that the interest income is deemed to be collectible. As of both June 30, 2022 and December 31, 2021, we had no non-accrual assets.

Results of Operations

Three and six months ended June 30, 2022 and 2021

Operating results for the three and six months ended June 30, 2022 and 2021 were as follows:


	Three Months Ended		Three Months Ended		Six Months Ended		Six Months Ended
($ in thousands)	June 30, 2022		June 30, 2021		June 30, 2022		June 30, 2021























Total investment income	$	23,076	$	8,459	$	42,396	$	13,510










Total operating expenses	6,820		3,498		14,124		6,189
Net investment income before taxes	16,256		4,961		28,272		7,321
Income taxes, including excise tax expense	—		—		—		8
Net investment income after taxes	16,256		4,961		28,272		7,313







Net realized gains (losses)	(465)		1,260		2,452		1,467






Net unrealized appreciation (depreciation)	(12,909)		392		(10,578)		3,943
Net realized gains (losses) and unrealized appreciation (depreciation) on investments and foreign currency borrowings	(13,374)		1,652		(8,126)		5,410
Loss on extinguishment of debt	—		—		(181)		—

Net increase in net assets resulting from operations	$	2,882	$	6,613	$	19,965	$	12,723

Net increases (decreases) in net assets resulting from operations can vary substantially from period to period due to various factors, including recognition of realized gains and losses and unrealized appreciation and depreciation. As a result, comparisons of net changes in net assets resulting from operations may not be meaningful.

Investment Income


	Three Months Ended		Three Months Ended		Six Months Ended		Six Months Ended
($ in thousands)	June 30, 2022		June 30, 2021		June 30, 2022		June 30, 2021
Investment income:





Interest income	$	17,749	$	7,076	$	31,129	$	11,523




Dividend income	2,874		$	367	6,664		367




Fee and other income	1,728		$	471	2,743		766




Payment-in-kind interest income	725		$	545	1,860		854

Total investment income	$	23,076	$	8,459	$	42,396	$	13,510

The change in investment income for the three and six months ended June 30, 2022, as compared to the three and six months ended June 30, 2021, was primarily due to an increase in the average size of our portfolio, increased dividends from portfolio companies and joint venture investments, an increase in acceleration of unamortized OID and unamortized loan origination fee income associated with repayments of loans and increased payment-in-kind (“PIK”) interest income. The increase in the average size of our portfolio was largely due to increased investment opportunities. The amount of our outstanding debt investments was $999.0 million as of June 30, 2022, as compared to $403.1 million as of June 30, 2021. The weighted average yield on the principal amount of our outstanding debt investments was 7.8% as of June 30, 2022, as compared to 7.2% as of June 30, 2021. For the three and six months ended June 30, 2022, dividends from portfolio companies and joint venture investments were $2.9 million and $6.7 million, respectively, compared to $0.4 million for both the three and six months ended June 30, 2021. For both the three and six months ended June 30, 2022, acceleration of unamortized OID income and unamortized loan origination fee totaled $0.8 million, as compared to $0.3 million for both the three and six months ended June 30, 2021. For the three and six months ended June 30, 2022, PIK interest income was $0.7 million and $1.9 million, respectively, as compared to $0.5 million and $0.9 million for the three and six months ended June 30, 2021.

Operating Expenses


	Three Months Ended		Three Months Ended		Six Months Ended		Six Months Ended
($ in thousands)	June 30, 2022		June 30, 2021		June 30, 2022		June 30, 2021
























Operating expenses:
Interest and other financing fees	$	5,055	$	1,721	$	8,806	$	2,744
Base management fee	409		138		764		226
Incentive fee	412		945		2,735		1,819
Offering costs	—		68		—		136

Professional fees	265		213		481		502
Directors fees	60		60		135		105

Custody and administrative fees	158		95		351		174
Other general and administrative expenses	461		258		852		483
Total operating expenses	$	6,820	$	3,498	$	14,124	$	6,189

Interest and Other Financing Fees

Interest and other financing fees during the three and six months ended June 30, 2022 were predominately attributable to borrowings under the February 2027 Notes and the ING Credit Facility (each as defined below under “Financial Condition, Liquidity and Capital Resources”). Interest and other financing fees during the six months ended June 30, 2021 were attributable to borrowings under the September 2020 Subscription Facility and the ING Credit Facility.

Base Management Fee

Under the Advisory Agreement, we pay Barings a base management fee quarterly in arrears on a calendar quarter basis. The base management fee is calculated based on the average value of our gross assets at the end of the two most recently completed calendar quarters (including the quarter for which such fees are being calculated) and appropriately adjusted for any share issuances or repurchases during the quarter. The base management fee for any partial quarter is appropriately pro-rated. See Note 2 to our Unaudited Consolidated Financial Statements for additional information regarding the Advisory Agreement and the fee arrangement thereunder. For the three and six months ended ~~March 31,~~June 30, 2022, ~~and 2021,~~ the amount of base management fee incurred was $0.4 million and $0.8 million, respectively. For the three and six months ended June 30, 2021, the amount of base management fee incurred was $0.1 million and $0.2 million, respectively.

Incentive Fees

Under the Advisory Agreement, we pay Barings an incentive fee. The incentive fee consists of two parts: (i) an incentive fee based on pre-incentive fee net investment income (the “Income-Based Fee”) and (ii) an incentive fee based on the net capital gains received on our portfolio of securities on a cumulative basis through the end of each calendar year, net of all realized capital losses and all unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid incentive fee on capital gains (the “Capital Gains Fee”). The Income-Based Fee is subject to a floating “hurdle rate” based on LIBOR (or an alternate “floating” benchmark rate), a “catch-up” feature and an incentive fee cap. See Note 2 to our Unaudited Consolidated Financial Statements for additional information regarding the Advisory Agreement and the fee arrangements thereunder. For the three and six months ended ~~March 31,~~June 30, 2022, the amount of Income-Based Fee incurred was ~~$1.8~~$2.1 million and $3.9 million, respectively, and we ~~accrued $0.5 million for~~reduced the Capital Gains ~~Fee.~~Fee accrual by $1.7 million and $1.1 million, respectively. For the three and six months ended ~~March 31,~~June 30, 2021, the amount of Income-Based Fee incurred was ~~$0.4~~$0.7 million and $1.1 million, respectively, and we accrued ~~$0.5~~$0.2 million and $0.7 million, respectively for the Capital Gains Fee. As required by U.S. GAAP, we accrue the Capital Gains Fee on unrealized gains. This accrual reflects the incentive fees that would be payable to the Adviser if our entire investment portfolio was liquidated at its fair value as of the balance sheet date even though the Adviser is not entitled to an incentive fee with respect to unrealized gains unless and until such gains are actually realized. There can be no assurance that such unrealized capital appreciation will be realized in the future.

Professional Fees

Professional fees generally include legal and accounting expenses.

Other General and Administrative Expenses

We have entered into the Administration Agreement with Barings. Under the terms of the Administration Agreement, Barings performs (or oversees, or arranges for, the performance of) the administrative services necessary for our operations. We reimburse Barings for the costs and expenses incurred by it in performing its obligations and providing personnel and facilities under the Administration Agreement in an amount negotiated and mutually agreed to by us and Barings quarterly in arrears; provided that the agreed-upon quarterly expense amount will not exceed the amount of expenses that would otherwise be reimbursable by us under the Administration Agreement for the applicable quarterly period, and Barings will not be entitled to the recoupment of any amounts in excess of the agreed-upon quarterly expense amount. For the three and six months ended ~~March 31,~~June 30, 2022, ~~and 2021,~~ the amount of administration expense incurred and invoiced by Barings for expenses was approximately $0.3 million and $0.7 million, respectively. For the three and six months ended June 30, 2021, the amount of administration expense incurred and invoiced by Barings for expenses was approximately $0.2 million and $0.4 million, respectively.

Net Realized Gains (Losses)

Net realized gains (losses) during the three and six months ended ~~March 31,~~June 30, 2022 and 2021 were as follows:


		Three Months Ended		Three Months Ended			Three Months Ended		Three Months Ended		Six Months Ended		Six Months Ended
($ in thousands)	($ in thousands)	March 31, 2022		March 31, 2021		($ in thousands)	June 30, 2022		June 30, 2021		June 30, 2022		June 30, 2021

Net realized gains:
Net realized gains (losses):						Net realized gains (losses):
Non-Control / Non-Affiliate investments	Non-Control / Non-Affiliate investments	$	190	$	546	Non-Control / Non-Affiliate investments	$	(1,828)	$	748	$	(1,638)	$	1,295
Affiliate investments	Affiliate investments	39		—		Affiliate investments	—		—		39		—

Net realized gains on investments		229		546
Net realized gains (losses) on investments						Net realized gains (losses) on investments	(1,828)		748		(1,599)		1,295
Foreign currency transactions	Foreign currency transactions	2,688		(339)		Foreign currency transactions	1,363		$	512	4,051		172
Net realized gains		$	2,917	$	207
Net realized gains (losses)						Net realized gains (losses)	$	(465)	$	1,260	$	2,452	$	1,467

For the three months ended ~~March 31,~~June 30, 2022, we recognized net realized losses totaling $0.5 million, which consisted primarily of a net loss on our loan portfolio of $1.8 million, partially offset by a net gain on foreign currency transactions of $1.4 million. For the six months ended June 30, 2022, we recognized net realized gains totaling ~~$2.9~~$2.5 million, which consisted primarily of a net gain on foreign currency transactions of $4.1 million, partially offset by a net loss on our loan portfolio of $1.6 million.

For the three months ended June 30, 2021, we recognized net realized gains totaling $1.3 million, which consisted primarily of a net gain on our loan portfolio of ~~$0.2~~$0.7 million and a net gain on foreign currency transactions of ~~$2.7~~$0.5 million. For the ~~three~~six months ended ~~March 31,~~June 30, 2021, we recognized net realized gains totaling ~~$0.2~~$1.5 million, which consisted primarily of a net gain on our loan portfolio of ~~$0.5~~$1.3 million ~~partially offset by~~and a net ~~loss~~gain on foreign currency transactions of ~~$0.3~~$0.2 million.

Net Unrealized Appreciation (Depreciation)

Net unrealized appreciation (depreciation) during the three and six months ended June 30, 2022 and 2021 was as follows:


	Three Months Ended		Three Months Ended		Six Months Ended		Six Months Ended
($ in thousands)	June 30, 2022		June 30, 2021		June 30, 2022		June 30, 2021











































Net unrealized appreciation (depreciation)
Non-Control / Non-Affiliate investments	$	(23,571)	$	953	$	(30,118)	$	2,935

Affiliate investments	(3,702)		(124)		5,211		(309)

Net unrealized appreciation (depreciation) on investments	(27,273)		829		(24,907)		2,626
Foreign currency transactions	14,364		(437)		14,329		1,317
Net unrealized appreciation (depreciation)	$	(12,909)	$	392	$	(10,578)	$	3,943

During the three months ended June 30, 2022, we recorded net unrealized depreciation totaling $12.9 million, consisting of net unrealized depreciation on our current portfolio of $26.5 million, net unrealized depreciation reclassification adjustments of $0.7 million related to realized gains and losses recognized during the year and deferred tax liability of $0.1 million, partially offset by net unrealized appreciation related to foreign currency transactions of $14.4 million. The net unrealized depreciation on our current portfolio of $26.5 million was driven primarily by the impact of foreign currency exchange rates on investments of $14.0 million and broad market moves for investments of $13.1 million, partially offset by the credit or fundamental performance of investments of $0.6 million.

7277

~~Net Unrealized Appreciation~~

~~Net~~During the six months ended June 30, 2022, we recorded net unrealized depreciation totaling $10.6 million, consisting of net unrealized depreciation on our current portfolio of $23.8 million, deferred tax liability of $0.2 million and net unrealized depreciation reclassification adjustments of $0.9 million related to realized gains and losses recognized during the year, partially offset by net unrealized appreciation ~~during~~related to foreign currency transactions of $14.3 million. The net unrealized depreciation on our current portfolio of $23.8 million was driven primarily by the ~~three months ended March 31, 2022~~impact of foreign currency exchange rates on investments of $16.7 million and ~~2021 was as follows:~~
Three Months
Ended Three Months
Ended
($ in thousands) March 31,
2022 March 31,
2021
Net unrealized appreciation
Non-Control / Non-Affiliate investments $ (6,546) $ 1,982
Affiliate investments 8,912 (185)
Net unrealized appreciation on investments 2,366 1,797
Foreign currency transactions (35) 1,754
Net unrealized appreciation $ 2,331 $ 3,551
broad market moves for investments of $20.2 million, partially offset by the credit or fundamental performance of investments of $13.1 million.

During the three months ended ~~March 31, 2022,~~June 30, 2021, we recorded net unrealized appreciation totaling ~~$2.3~~$0.4 million, consisting of net unrealized appreciation on our current portfolio of ~~$2.6~~$1.0 million, ~~partially offset by~~net unrealized depreciation related to foreign currency transactions of $0.4 million and net unrealized depreciation reclassification adjustments of $0.2 million related to realized gains and losses recognized during the year. The net unrealized appreciation on ~~our~~the current portfolio of ~~$2.6~~$1.0 million was driven primarily by ~~the credit or fundamental performance of~~broad market moves for investments of ~~$12.5~~$2.0 million, partially offset by the impact of foreign currency exchange rates on investments of ~~$2.8 million and broad market moves for investments of $7.1~~$1.0 million.

During the ~~three~~six months ended ~~March 31,~~June 30, 2021, we recorded net unrealized appreciation totaling ~~$3.6~~$3.9 million, consisting of net unrealized appreciation on our current portfolio of ~~$2.9~~$4.0 million, net unrealized appreciation related to foreign currency transactions of ~~$1.8~~$1.3 million and net unrealized depreciation reclassification adjustments of ~~$1.2~~$1.3 million related to realized gains and losses recognized during the year. The net unrealized appreciation on ~~our~~the current portfolio of ~~$2.9~~$4.0 million was driven primarily by broad market moves for investments of ~~$3.7~~$5.8 million, partially offset by the impact of foreign currency exchange rates on investments of ~~$0.8~~$1.8 million.

Financial Condition, Liquidity and Capital Resources

We believe that our current cash and foreign currencies on hand, our available borrowing capacity under the ING Credit Facility, and our anticipated cash flows from operations will be adequate to meet our cash needs for our daily operations for at least the next twelve months. This “Financial Condition, Liquidity and Capital Resources” section should be read in conjunction with “COVID-19 Developments” above, as well as with the notes to our Unaudited Consolidated Financial Statements.

Under the Investment Company Act of 1940, as amended (the “1940 Act”), we are required to meet an asset coverage ratio, defined under the 1940 Act as the ratio of our total assets (less all liabilities and indebtedness not represented by senior securities) to our outstanding senior securities, of at least 150% after each issuance of senior securities. Our asset coverage ratio was ~~204.3%~~187.1% as of ~~March 31,~~June 30, 2022.

~~Cash Flows~~February 2027 Notes

~~For~~On February 22, 2022, the ~~three months ended March 31,~~Company entered into a Note Purchase Agreement (the “February 2022 ~~we experienced a net increase~~NPA”) governing the issuance of $100.0 million in ~~cash in the~~aggregate principal amount of ~~$126.6 million. During~~senior unsecured notes due February 22, 2027 (the “February 2027 Notes”), in each case, to qualified institutional investors in a private placement. The February 2027 Notes were delivered and paid for on February 22, 2022.

The February 2027 Notes, for which the Company is required to obtain an initial rating by June 30, 2022, have a fixed interest rate of 4.75% per year, subject to a step up of (x) 1.25% per year, to the extent that period, our operating activities used $110.5 million in cash, consisting primarily of purchases of portfolio investments of $163.0 million, partially offset by proceeds from sales of portfolio investments totaling $42.9 million. In addition, our financing activities provided $237.1 million of cash, consisting primarily of net proceeds from the ~~issuance~~initial rating for the February 2027 Notes ~~of $99.9 million, borrowings under~~does not satisfy certain investment grade rating conditions, and (y) at any time after the ~~ING Credit Facility totaling $96.0 million and proceeds from~~Company has received an investment grade rating for the ~~issuance of common stock of $113.9 million, partially offset~~February 2027 Notes, 0.75% per year, to the extent the February 2027 Notes thereafter fail to satisfy certain investment grade rating conditions.

The February 2027 Notes will mature on February 22, 2027 unless redeemed, purchased or prepaid prior to such date by ~~repayment~~the Company in accordance with the terms of the ~~September 2020 Subscription Facility totaling $66.4 million~~February 2022 NPA. Interest on the February 2027 Notes will be due semiannually in February and ~~dividends paid~~August of each year, beginning in ~~the amount of $6.2 million. As of March 31, 2022, we had $171.6 million of cash on hand, including foreign currencies.~~

For the three months ended March 31, 2021, we experienced a net increase in cash in the amount of $10.1 million. During that period, our operating activities used $107.6 million in cash, consisting primarily of purchases of portfolio investments of $144.8 million and purchases of short-term investments of $49.9 million, partially offset by proceeds from sales of portfolio investments totaling $19.4 million and sales of short-term investments of $62.7 million.August 2022. In addition, ~~our financing activities provided $117.7 million~~the Company is obligated to offer to repay the February 2027 Notes at par (plus accrued and unpaid interest to, but not including, the date of ~~cash, consisting primarily~~prepayment) if certain change in control events occur. Subject to the terms of ~~borrowings under~~ the ~~September 2020 Subscription Facility and~~February 2022 NPA, the ~~ING Credit Facility totaling $59.3 million and proceeds from~~Company may redeem the ~~issuance of common stock of $59.0 million. As of March 31, 2021, we had $16.6 million of cash on hand, including foreign currencies.~~

~~Financing Transactions~~

~~September 2020 Subscription Facility~~

On September 21, 2020, we entered into a revolving credit agreement (as subsequently amended, the “September 2020 Subscription Facility”) with Société Générale, as administrative agent and a lender, and the other lendersFebruary 2027 Notes in whole or in part at any time or from time to time ~~party thereto. The September 2020 Subscription Facility initially allowed us~~at the Company’s option at par plus accrued interest to ~~borrow up to $160 million, reduced to $110 million in October 2021, at any one time outstanding, subject to certain restrictions, including availability under~~ the ~~borrowing base, which was based~~prepayment date and, if redeemed on ~~unused capital commitments from different categories of investors (with varying advance rates amongst the different categories of investors).~~or before August 22, 2026, a make-whole premium.

The amount of permissible borrowings under the September 2020 Subscription Facility could be increased to an agreed-upon amount with the consent of the administrative agent. The September 2020 Subscription Facility had a maturity date of September 21, 2022. On March 25,February 2022 following the repayment of all borrowings, interest, and fees payable thereunder, and at our the election, the September 2020 Subscription Facility was terminated, including all commitments and obligations with Société Générale to lend and make advances to us. In connection with the termination, the pro rata portion of the unamortized deferred financing costs related to the September 2020 Subscription Facility was written off and recognized as a loss on extinguishment of debt in our Unaudited Consolidated Statements of Operations.

Borrowings under the September 2020 Subscription Facility bore interest at a rate equal to, at our election, either (i) with respect to loans bearing interest at a rate based on LIBOR (as such term is defined in the September 2020 Subscription Facility which definition includes different LIBOR calculations based on the applicable currency), the rate per annum determined by the administrative agent to be equal to (a) the quotient obtained by dividing: (1) LIBOR for such loan for such one-month, three-months or other period requested by us or otherwise consented to by the administrative agent; by (2) one minus the maximum rate at which reserves (including, without limitation, any marginal, special, supplemental, or emergency reserves) are required to be maintained under regulations issued from time to time by the Board of Governors of the Federal Reserve System (or any successor) by member banks of the Federal Reserve System against “Eurocurrency liabilities” (as such term is used in Regulation D) for such loan for such one-month, three-months or other period requested by us, provided that if the calculation above results in a rate of less than zero (0), the rate shall be deemed to be zero (0) for all purposes, plus (b) 185 basis points per annum; or (ii) with respect to loans bearing interest at a rate based on the rate of interest per annum publicly announced from time to time by the administrative agent as its prime rate (the “Prime Rate”) or the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers (the “Federal Funds Rate”) the greater of (a) the Prime Rate plus 185 basis points and (b) the Federal Funds Rate plus fifty basis points plus 185 basis points. We were required to pay a commitment fee on the unused portion of the September 2020 Subscription Facility.

We and the administrative agent, for the benefit of the secured parties, entered into a borrower security agreement pursuant to which our obligations under the September 2020 Subscription Facility were secured by a first-priority security interest in our right, title and interest in the capital commitments of our investors. In addition, we and the administrative agent, for the benefit of the secured parties, entered into a borrower pledge of collateral account pursuant to which our obligations under the September 2020 Subscription Facility were secured by a first-priority security interest in our account held at State Street Bank and all of our right, title and interest in the amounts or property held in such account.

~~We made customary~~NPA contains certain representations and warranties, and ~~were required to comply with~~ various covenants and reporting requirements ~~and other~~ customary ~~requirements~~ for ~~similar credit facilities. Borrowings under~~agreements of this type, including, without limitation, information reporting, maintenance of the ~~September 2020 Subscription Facility were subject to~~Company’s status as a BDC within the ~~leverage restrictions applicable to us that are contained in~~meaning of the 1940 ~~Act.~~

~~ING Capital Credit Facility~~

~~On January 15, 2021, we entered into~~Act, and certain restrictions with respect to transactions with affiliates, fundamental changes, changes of line of business, liens, restricted payments, and investments. In addition, the February 2022 NPA contains the following financial covenants: (a) maintaining a senior secured revolving credit facility (as subsequently amended and restated, the “ING Credit Facility”) with ING Capital LLC (“ING”), as administrative agent, and the lenders party thereto. The initial commitments under the ING Credit Facility totaled $65.0 million.

On April 30, 2021, we amended and restated the credit agreement governing the ING Credit Facility to increase the total commitments under the facility to $325.0 million and include a $25.0 million letter of credit sub-facility. On July 22, 2021, we entered into an incremental commitment and assumption agreement to increase the aggregate commitments under the ING Credit Facility to $500.0 million. As amendedminimum obligors’ net worth, measured as of ~~March 31, 2022, we had aggregate commitments from lenders~~each fiscal quarter-end; (b) not permitting the Company’s asset coverage ratio, as of ~~$500.0 million under~~ the ING Credit Facility, the maximum commitment then allowed under the ING Credit Facility. Subsequent to quarter-end, on April 25, 2022, we amended the ING Credit Facility to, among other things, (i) increase total commitments from lenders to $625.0 million from $500.0 million and (ii) upsize the accordion feature under the ING Credit Facility to allow

for an increase in aggregate commitments thereunder from new and existing lenders on the same terms and conditions as the existing commitments up to a total of $800.0 million, subject to certain conditions and the satisfaction of specified financial covenants.

We can borrow foreign currencies directly under the ING Credit Facility. The ING Credit Facility is secured primarily by a material portion of our present and future property and assets and is guaranteed by certain of our subsidiaries. The revolving period under the ING Credit Facility terminates on April 30, 2025, and the final maturity date of the ~~ING Credit Facility is scheduled~~incurrence of any debt for ~~April 30, 2026.~~

~~Borrowings under the ING Credit Facility bear interest on a per annum basis equal to (i) for borrowings denominated in U.S. Dollars, subject to our election, the alternate base rate plus 1.15%~~borrowed money or the ~~adjusted eurocurrency rate plus 2.15%, (ii) for borrowings denominated in Pounds Sterling, Swiss Francs, Euros, Canadian Dollars, Danish Krone, Norwegian Krone or Swedish Krona,~~making of any cash dividend to shareholders, to be less than the adjusted eurocurrency rate plus 2.15%, (iii) for borrowings denominated in Australian Dollars, the adjusted eurocurrency rate plus 2.35%, or (iv) for borrowings denominated in New Zealand Dollars, the adjusted eurocurrency rate plus 2.45%. The alternate base rate is equalstatutory minimum then applicable to the greatest of (i) the prime rate, (ii) the federal funds rate plus 0.50%, (iii) the overnight bank funding rate plus 0.50%, (iv) the adjusted three-month LIBOR plus 1.00% and (v) 1.00%. The adjusted eurocurrency rate is equal to the eurocurrency rate for the applicable interest period plus any applicable statutory reserve rate for such interest period, subject to a 0.00% floor. We pay a commitment fee on undrawn amounts under the ING Credit Facility. In connection with the amendment to the ING Credit Facility on April 25, 2022, we replaced the LIBOR benchmark provisions under the ING Credit Facility with SOFR benchmark provisions.

The ~~ING Credit Facility~~February 2022 NPA also contains customary events of default with customary cure and notice ~~provisions,~~periods, including, without limitation, nonpayment, ~~misrepresentation of representations and warranties~~incorrect representation in aany material respect, breach of covenant, cross-default tounder other indebtedness ~~bankruptcy,~~or that of the Company’s subsidiary guarantors, if any, certain ~~change~~judgements and orders, and certain events of ~~control events, and~~bankruptcy. Upon the occurrence of ~~a material adverse effect.~~ certain events of default, the holders of at least 66-2/3% in principal amount of the February 2027 Notes at the time outstanding may declare all February 2027 Notes then outstanding to be immediately due and payable.

The ING Credit Facility also permits the administrative agent to select an independent third-party valuation firm to determine valuations of certain portfolio investments for purposes of borrowing base provisions.

~~ING and other lenders~~Company’s obligations under the ~~ING Credit Facility,~~February 2022 NPA are general unsecured obligations that rank pari passu with all outstanding and ~~their respective affiliates, may from time to time receive customary fees and expenses in~~future unsecured unsubordinated indebtedness issued by the ~~performance of investment banking, financial advisory or other services for us.~~Company. As of ~~March 31,~~June 30, 2022, ~~we were~~the Company was in compliance with all covenants under the February 2022 NPA.

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)

The February 2027 Notes were offered in reliance on Section 4(a)(2) of the ~~ING Credit Facility.~~

~~We, one~~Securities Act of ~~our subsidiaries, BCIC Holdings, Inc., ING,~~1933, as ~~administrative agent,~~amended (the “Securities Act”). The February 2027 Notes have not and will not be registered under the ~~financing agents~~Securities Act or any state securities laws and, ~~designated indebtedness holders that become parties thereto and ING, as collateral agent, also entered into a guarantee, pledge and security agreement, dated as of January 15, 2021,~~unless so registered, may not be offered or sold in the United States except pursuant to ~~which our obligations under~~an exemption from, or in a transaction not subject to, the ~~ING Credit Facility are secured by a first-priority security interest (subject to certain exceptions) in substantially all~~registration requirements of ~~our and our subsidiary guarantors’ present and future property and assets.~~the Securities Act, as applicable.

As of ~~March 31,~~June 30, 2022, ~~we had U.S. dollar borrowings~~the fair value of ~~$370.0 million under~~ the ~~ING Credit Facility with~~February 2027 Notes was $89.5 million. The fair value determinations of the February 2027 Notes were based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.

6. DERIVATIVE INSTRUMENTS

The Company enters into forward currency contracts from time to time to primarily help mitigate the impact that an adverse change in foreign exchange rates would have on net interest rate of 2.528% (one month LIBOR of 0.378%), borrowings denominated in British pounds sterling of £33.2 million ($43.7 million U.S. dollars) with an interest rate of 2.627% (one month GBP LIBOR of 0.477%)income from the Company’s investments and ~~borrowings denominated in Euros of €63.5 million ($70.7 million U.S. dollars) with an interest rate of 2.150% (one month EURIBOR of 0.000%). The~~related borrowings denominated in foreign ~~currencies~~currencies. Net unrealized appreciation or depreciation on foreign currency contracts are included in “Net unrealized appreciation (depreciation) - foreign currency transactions” and net realized gains or losses on forward currency contracts are included in “Net realized gains (losses) - foreign currency transactions” in the Unaudited Consolidated Statement of Operations. Forward currency contracts are considered undesignated derivative instruments.

The following tables present the Company's foreign currency forward contracts as of June 30, 2022 and December 31, 2021:

As of June 30, 2022

Description

($ in thousands)

Notional Amount to be Purchased

Notional Amount to be Sold

Maturity Date

Gross Amount of Recognized Assets (Liabilities)

Balance Sheet Location of Net Amounts

Foreign currency forward contract (AUD)

$29,465

A$39,283

07/07/22

2,340

Prepaid expense and other assets

Foreign currency forward contract (AUD)

A$39,283

$27,149

07/07/22

(24)

Derivative liability

Foreign currency forward contract (AUD)

$27,704

A$40,052

10/06/22

Prepaid expense and other assets

Foreign currency forward contract (CAD)

$4,606

C$5,765

07/07/22

127

Prepaid expense and other assets

Foreign currency forward contract (CAD)

C$5,765

$4,483

07/07/22

(5)

Derivative liability

Foreign currency forward contract (CAD)

$4,496

C$5,780

10/06/22

Prepaid expense and other assets

Foreign currency forward contract (DKK)

3,552kr.

$503

07/07/22

(3)

Derivative liability

Foreign currency forward contract (DKK)

$531

3,552kr.

07/07/22

Prepaid expense and other assets

Foreign currency forward contract (DKK)

$511

3,585kr.

10/06/22

Prepaid expense and other assets

Foreign currency forward contract (EUR)

€68,233

$71,845

07/07/22

(406)

Derivative liability

Foreign currency forward contract (EUR)

$43,848

€39,433

07/07/22

2,562

Prepaid expense and other assets

Foreign currency forward contract (EUR)

$30,869

€28,800

07/07/22

716

Prepaid expense and other assets

Foreign currency forward contract (EUR)

$2,119

€2,000

10/06/22

Prepaid expense and other assets

Foreign currency forward contract (EUR)

$66,208

€62,479

10/06/22

361

Prepaid expense and other assets

Foreign currency forward contract (GBP)

£9,030

$11,013

07/07/22

(29)

Derivative liability

Foreign currency forward contract (GBP)

$11,181

£8,800

07/07/22

477

Prepaid expense and other assets

Foreign currency forward contract (GBP)

$300

£230

07/07/22

Prepaid expense and other assets

Foreign currency forward contract (GBP)

$11,234

£9,195

10/06/22

Prepaid expense and other assets

Foreign currency forward contract (NZD)

$4,852

NZ$7,023

07/07/22

466

Prepaid expense and other assets

Foreign currency forward contract (NZD)

NZ$7,023

$4,392

07/07/22

(7)

Derivative liability

Foreign currency forward contract (NZD)

$4,384

NZ$7,019

10/06/22

Prepaid expense and other assets

Foreign currency forward contract (CHF)

1,200Fr.

$1,255

07/07/22

Prepaid expense and other assets

Foreign currency forward contract (CHF)

$1,253

1,200Fr.

07/07/22

(4)

Derivative liability

Foreign currency forward contract (CHF)

$1,263

1,200Fr.

10/06/22

(2)

Derivative liability

Total

6,706

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)


As of December 31, 2021 Description ($ in thousands)	Notional Amount to be Purchased	Notional Amount to be Sold	Maturity Date	Gross Amount of Recognized Assets (Liabilities)		Balance Sheet Location of Net Amounts
Foreign currency forward contract (AUD)	$12,250	A$8,906	01/06/22	$	(1)	Derivative liability
Foreign currency forward contract (AUD)	A$8,834	$12,250	01/06/22	(71)		Derivative liability
Foreign currency forward contract (AUD)	$5,503	€7,659	04/08/22	(66)		Derivative liability

Foreign currency forward contract (CAD)	€5,580	$4,366	01/06/22	44		Prepaid expense and other assets
Foreign currency forward contract (CAD)	€4,373	$5,580	01/06/22	(36)		Derivative liability
Foreign currency forward contract (CAD)	$270	£349	04/08/22	(6)		Derivative liability
Foreign currency forward contract (CAD)	$4,439	£5,675	04/08/22	(44)		Derivative liability

Foreign currency forward contract (DKK)	£3,526	$537	01/06/22	2		Prepaid expense and other assets
Foreign currency forward contract (DKK)	£551	$3,526	01/06/22	12		Prepaid expense and other assets
Foreign currency forward contract (DKK)	£531	$3,481	04/08/22	(2)		Derivative liability

Foreign currency forward contract (EUR)	£20,807	$23,557	01/06/22	119		Prepaid expense and other assets
Foreign currency forward contract (EUR)	£5,181	$4,500	01/06/22	61		Prepaid expense and other assets
Foreign currency forward contract (EUR)	£18,704	$16,307	01/06/22	149		Prepaid expense and other assets
Foreign currency forward contract (EUR)	£10,436	$9,200	04/08/22	(54)		Derivative liability
Foreign currency forward contract (EUR)	£25,362	$22,357	04/08/22	(129)		Derivative liability

Foreign currency forward contract (GBP)	£8,566	$11,504	01/06/22	96		Prepaid expense and other assets
Foreign currency forward contract (GBP)	£4,068	$5,418	04/08/22	88		Prepaid expense and other assets
Foreign currency forward contract (GBP)	£11,472	$8,566	01/06/22	(129)		Derivative liability
Total				$	33

7. COMMITMENTS AND CONTINGENCIES

In the normal course of business, the Company is party to financial instruments with off-balance sheet risk, consisting primarily of unused commitments to extend financing to the Company’s portfolio companies. Since commitments may expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements. As of June 30, 2022, the Company believed that it had adequate financial resources to satisfy its unfunded commitments. The balances of unused commitments to extend financing as of June 30, 2022 and December 31, 2021 were as follows:


Portfolio Company ($ in thousands)	Investment Type	June 30, 2022		December 31, 2021
Acclime Holdings HK Limited(1)	Delayed Draw Term Loan	$	—	$	141
Acclime Holdings HK Limited(1)	Delayed Draw Term Loan	—		776
Accurus Aerospace Corporation(1)(2)	Revolver	922		—
Air Comm Corporation, LLC(1)	Delayed Draw Term Loan	108		108
Air Comm Corporation, LLC(1)	Delayed Draw Term Loan	1,150		1,150
Amtech LLC(1)	Delayed Draw Term Loan	909		909
Amtech LLC(1)	Revolver	227		227
AnalytiChem Holding GmbH(1)(2)(3)	Delayed Draw Term Loan	—		2,582
AnalytiChem Holding GmbH(1)(2)(3)	Incremental Term Loan	428		—
AnalytiChem Holding GmbH(1)(2)(3)	Bridge Revolver	168		—
Aquavista Watersides 2 LTD(1)(2)(4)	Bridge Revolver	135		151

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)


Portfolio Company ($ in thousands)	Investment Type	June 30, 2022	December 31, 2021
Aquavista Watersides 2 LTD(1)(2)(4)	Acquisition Facility	844	941
Astra Bidco Limited(1)(2)(4)	Delayed Draw Term Loan	690	769
Avance Clinical Bidco Pty Ltd(1)(2)(5)	Delayed Draw Term Loan	990	1,046
Azalea Buyer, Inc.(1)	Delayed Draw Term Loan	641	641
Azalea Buyer, Inc.(1)	Revolver	282	321
Bariacum S.A(1)(2)(3)	Acquisition Facility	627	682
Beyond Risk Management, Inc.(1)(2)	Delayed Draw Term Loan	2,423	2,573
BigHand UK Bidco Limited(1)(2)(4)	Acquisition Facility	—	99
Bounteous, Inc.(1)	Delayed Draw Term Loan	2,580	2,580
Brightpay Limited(1)(2)(3)	Delayed Draw Term Loan	178	389
Brightpay Limited(1)(2)(3)	Delayed Draw Term Loan	119	130
BrightSign LLC(1)(2)	Revolver	715	715
British Engineering Services Holdco Limited(1)(2)(4)	Bridge Revolver	—	86
CAi Software, LLC(1)(2)	Revolver	707	707
Canadian Orthodontic Partners Corp.(1)(2)(6)	Delayed Draw Term Loan	112	160
Ceres Pharma NV(1)(2)(3)	Delayed Draw Term Loan	916	996
CGI Parent, LLC(1)	Revolver	1,653	—
Coastal Marina Holdings, LLC(1)(2)	PIK Tranche B Term Loan	656	656
Coastal Marina Holdings, LLC(1)(2)	Tranche A Term Loan	1,788	1,788
Comply365, LLC(1)(2)	Revolver	556	—
Coyo Uprising GmbH(1)(2)(3)	Delayed Draw Term Loan	989	1,076
Crash Champions, LLC(1)(2)	Delayed Draw Term Loan	237	2,712
CSL DualCom(1)(2)(4)	Acquisition Term Loan	1,114	1,242
DecksDirect, LLC(1)(2)	Revolver	153	218
Dune Group(1)(2)(3)	Delayed Draw Term Loan	960	1,044
Dwyer Instruments, Inc.(1)(2)	Delayed Draw Term Loan	1,094	1,094
Eclipse Business Capital, LLC(1)	Revolver	3,234	5,840
EMI Porta Holdco LLC(1)	Delayed Draw Term Loan	4,475	5,339
EMI Porta Holdco LLC(1)	Revolver	859	1,271
EPS NASS Parent, Inc.(1)	Delayed Draw Term Loan	187	425
eShipping, LLC(1)	Delayed Draw Term Loan	1,923	1,923
eShipping, LLC(1)	Revolver	1,122	930
Events Software BidCo Pty Ltd(1)(2)(5)	Delayed Draw Term Loan	440	—
Fineline Technologies, Inc.(1)	Delayed Draw Term Loan	240	240
Finexvet(1)(2)(3)	Acquisition Facility	230	—
Footco 40 Limited(1)(2)(4)	Delayed Draw Term Loan	773	—
FragilePak LLC(1)(2)	Delayed Draw Term Loan	3,779	3,779
GPZN II GmbH(1)(2)(3)	Term Loan	549	—
Heartland Veterinary Partners, LLC(1)(2)	Delayed Draw Term Loan	95	235
IGL Holdings III Corp.(1)	Delayed Draw Term Loan	—	360
Innovad Group II BV(1)(2)(3)	Delayed Draw Term Loan	817	1,206
INOS 19-090 GmbH(1)(2)(3)	Acquisition Facility	807	878
ITI Intermodal, Inc.(1)(2)	Delayed Draw Term Loan	103	103
ITI Intermodal, Inc.(1)(2)	Revolver	124	124
Jaguar Merger Sub Inc.(1)(2)	Delayed Draw Term Loan	711	1,961
Jaguar Merger Sub Inc.(1)(2)	Revolver	490	490
Jon Bidco Limited(1)(2)(7)	Capex & Acquisition Facility	856	—

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)


Portfolio Company ($ in thousands)	Investment Type	June 30, 2022	December 31, 2021
Jones Fish Hatcheries & Distributors LLC(1)	Revolver	418	—
Kano Laboratories LLC(1)(2)	Delayed Draw Term Loan	1,574	1,903
Kano Laboratories LLC(1)(2)	Delayed Draw Term Loan	1,903	1,574
Lambir Bidco Limited(1)(2)(3)	Bridge Revolver	—	666
Lambir Bidco Limited(1)(2)(3)	Delayed Draw Term Loan	1,224	1,332
LeadsOnline, LLC(1)	Revolver	1,692	—
LivTech Purchaser, Inc.(1)	Delayed Draw Term Loan	130	316
Marmoutier Holding B.V.(1)(2)(3)	Delayed Draw Term Loan	372	405
Marmoutier Holding B.V.(1)(2)(3)	Revolver	149	162
Marshall Excelsior Co.(1)(2)	Revolver	416	—
MC Group Ventures Corporation(1)	Delayed Draw Term Loan	861	861
Modern Star Holdings Bidco Pty Limited(1)(2)(5)	CapEx Term Loan	340	360
Murphy Midco Limited(1)(2)(4)	Delayed Draw Term Loan	813	906
Narda Acquisitionco., Inc.(1)(2)	Revolver	684	684
Navia Benefit Solutions, Inc.(1)	Delayed Draw Term Loan	4,338	4,338
Nexus Underwriting Management Limited(1)(2)(4)	Revolver	—	53
Nexus Underwriting Management Limited(1)(2)(4)	Acquisition Facility	817	989
Novotech Aus Bidco Pty Ltd(1)(2)	Capex & Acquisition Facility C	1,042	—
OA Buyer, Inc.(1)(2)	Revolver	1,331	1,331
OAC Holdings I Corp(1)	Revolver	147	—
OG III B.V.(1)(2)(3)	Acquisition CapEx Facility	—	1,087
Omni Intermediate Holdings, LLC(1)(2)	Delayed Draw Term Loan	—	683
Omni Intermediate Holdings, LLC(1)(2)	Delayed Draw Term Loan	2,505	3,643
OSP Hamilton Purchaser, LLC(1)	Revolver	131	187
Pacific Health Supplies Bidco Pty Limited(1)(5)	CapEx Term Loan	—	343
PDQ.Com Corporation(1)	Delayed Draw Term Loan	—	868
Perimeter Master Note Business Trust(1)(2)	Secured Note - Class A	55	—
Perimeter Master Note Business Trust (1)(2)	Secured Note - Class B	55	—
Perimeter Master Note Business Trust (1)(2)	Secured Note - Class C	55	—
Perimeter Master Note Business Trust (1)(2)	Secured Note - Class D	55	—
Perimeter Master Note Business Trust (1)(2)	Secured Note - Class E	2,794	—
Polara Enterprises, L.L.C.(1)(2)	Revolver	237	273
Policy Services Company, LLC(1)(2)	Delayed Draw Term Loan	—	2,632
Premium Invest(1)(2)(3)	Acquisition Facility	732	834
ProfitOptics, LLC(1)(2)	Revolver	194	—
Protego Bidco B.V.(1)(2)(3)	Delayed Draw Term Loan	206	224
PSP Intermediate 4, LLC(1)(2)(3)	Delayed Draw Term Loan	712	—
QPE7 SPV1 BidCo Pty Ltd(1)(2)(5)	Acquisition Term loan	—	461
Questel Unite(1)(2)(3)	Incremental Term Loan	2,707	2,944
REP SEKO MERGER SUB LLC(1)(2)	Delayed Draw Term Loan	465	727
Reward Gateway (UK) Ltd(1)(2)(4)	Acquisition Facility	742	1,301
Riedel Beheer B.V.(1)(2)(3)	Revolver	—	230
Riedel Beheer B.V.(1)(2)(3)	Delayed Draw Term Loan	141	153
Safety Products Holdings, LLC(1)	Delayed Draw Term Loan	2,594	2,594
Sanoptis S.A.R.L.(1)(3)	Acquisition Facility	2,806	—
Scaled Agile, Inc.(1)	Delayed Draw Term Loan	416	416
Scaled Agile, Inc.(1)	Revolver	336	336

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)


Portfolio Company ($ in thousands)	Investment Type	June 30, 2022		December 31, 2021
Scout Bidco B.V.(1)(2)(3)	Delayed Draw Term Loan	1,112		—
Scout Bidco B.V.(1)(2)(3)	Revolver	504		—
Sereni Capital NV(1)(2)(3)	Term Loan	376		—
Sereni Capital NV(1)(2)(3)	Revolver	53		—
Smartling, Inc.(1)	Delayed Draw Term Loan	1,176		1,177
Smartling, Inc.(1)	Revolver	588		588
SSCP Pegasus Midco Limited(1)(2)(4)	Delayed Draw Term Loan	1,699		1,895
Superjet Buyer, LLC(1)	Revolver	1,460		1,460
Syntax Systems Ltd(1)	Revolver	264		336
Syntax Systems Ltd(1)	Delayed Draw Term Loan	1,142		1,142
Tank Holding Corp(1)	Revolver	382		—
Techone B.V.(1)(2)(3)	Delayed Draw Term Loan	—		485
Techone B.V.(1)(2)(3)	Revolver	65		129
Tencarva Machinery Company, LLC(1)	Delayed Draw Term Loan	591		591
Tencarva Machinery Company, LLC(1)	Revolver	752		752
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)(1)	Delayed Draw Term Loan	2,707		2,707
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)(1)	Revolver	796		796
Turbo Buyer, Inc.(1)	Delayed Draw Term Loan	—		1,494
Turbo Buyer, Inc.(1)	Delayed Draw Term Loan	1,537		—
Union Bidco Limited(1)(4)	Acquisition Facility	151		—
United Therapy Holding III GmbH(1)(2)(3)	Acquisition Facility	1,588		—
Victoria Bidco Limited(1)(2)(4)	Delayed Draw Term Loan	729		—
W2O Holdings, Inc.(1)	Delayed Draw Term Loan	1,060		1,549
Waccamaw River(2)	Joint Venture	2,480		11,280
Woodland Foods, LLC(1)	Revolver	684		967
Xeinadin Bidco Limited(1)(2)(4)	Term Loan	2,394		—
ZB Holdco LLC(1)	Delayed Draw Term Loan	676		—
ZB Holdco LLC(1)	Revolver	423		—
Zeppelin Bidco Limited(1)(2)(4)	Capex / Acquisition Facility	1,270		—
Zeppelin Bidco Limited(1)(2)(4)	Revolver	267		—
Total unused commitments to extend financing		$	110,000	$	116,977

(1)The Company’s estimate of the fair value of the current investments in this portfolio company includes an analysis of the fair value of any unfunded commitments.

(2)Represents a commitment to extend financing to a portfolio company where one or more of the Company’s current investments in the portfolio company are carried at less than cost.

(3)Actual commitment amount is denominated in Euros. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.

(4)Actual commitment amount is denominated in British pounds sterling. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.

(5)Actual commitment amount is denominated in Australian dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.

(6)Actual commitment amount is denominated in Canadian dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.

(7)Actual commitment amount is denominated in New Zealand dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.

COVID-19 Developments

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)

8. FINANCIAL HIGHLIGHTS

The following is a schedule of financial highlights for the six months ended June 30, 2022 and 2021:


	Six Months Ended June 30,
($ in thousands, except share and per share amounts)	2022			2021
Per share data:
Net asset value at beginning of period	$	22.43		$	21.58
Net investment income(1)	1.15			0.88
Net realized gain on investments / foreign currency transactions(1)	0.10			0.18
Net unrealized appreciation on investments / foreign currency transactions(1)	(0.43)			0.47
Total increase from investment operations(1)	0.82			1.53
Dividends declared from net investment income	(0.96)			(0.63)
Dividends declared from realized gains	(0.07)			(0.20)
Total dividends declared	(1.03)			(0.83)





Loss on extinguishment of debt(1)	(0.01)			—

Other(2)	0.01			(0.09)
Net asset value at end of period	$	22.22		$	22.19
Shares outstanding at end of period	27,209,484			10,185,518
Net assets at end of period	$	604,587		$	226,046
Average net assets	$	548,900		$	178,019
Ratio of total expenses to average net assets (annualized)(3)	5.21		%	6.96		%
Ratio of net investment income to average net assets (annualized)(3)	10.23		%	8.22		%
Portfolio turnover ratio (annualized)	3.89		%	64.83		%
Total return(4)	3.64		%	6.78		%

(1)Weighted average per share data—basic and diluted; per share data was derived by using the weighted average shares outstanding during the applicable period.

(3)Does not include expenses of underlying investment companies, including joint ventures and short-term investments.

9. SUBSEQUENT EVENTS

On August 9, 2022, the Board declared a quarterly dividend of $0.53 per share payable on September 14, 2022 to holders of record as of September 7, 2022.

Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Forward-Looking Statements

Overview of Our Business

We invest in predominately senior secured private debt investments in well-established middle-market businesses that operate across a wide range of industries, as well as syndicated senior secured loans, structured product investments, bonds and other fixed income securities. Syndicated senior secured loans are either (i) marketed by investment banks, which are mandated to bring lenders together and underwrite the deal, to institutional investors or (ii) bought and sold by institutional investors in individually negotiated private transactions that function in many respects like an over-the-counter secondary market. On the other hand, senior secured private debt investments are negotiated directly with the borrower, rather than marketed by a third party or bought and sold in the secondary market. We believe senior secured private debt investments may offer higher returns and certain more favorable protections than syndicated senior secured loans. 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. We currently intend to invest primarily in senior secured private debt investments that have terms of between five and seven years and bear interest between the London Interbank Offered Rate (“LIBOR”) (or an applicable successor rate) plus 450 basis points and LIBOR plus 650 basis points per annum. As of June 30, 2022 and December 31, 2021, the weighted average yield on the principal amount of our outstanding debt investments was approximately 7.8% and 7.0%, respectively.

COVID-19 Developments

The spread of the Coronavirus and the COVID-19 pandemic, and the related effect on the U.S. and global economies, has had adverse consequences for the business operations of some of our portfolio companies but no longer adversely affects our operations and the operations of Barings, including with respect to us. Barings continues to monitor the COVID-19 situation globally and is prepared to adapt office working patterns as required to ensure the safety of its employees and clients who visit Barings office locations. Barings’ cybersecurity policies are applied consistently when working remotely or in the office.

Relationship with Our Adviser, Barings

Our Adviser, Barings, a wholly-owned subsidiary of Massachusetts Mutual Life Insurance Company (“MassMutual”), is a leading global asset management firm and is registered with the SEC as an investment adviser under the Advisers Act. Barings’ primary investment capabilities include fixed income, private credit, real estate, equity, and alternative investments. Subject to the overall supervision of our board of directors (the “Board”), Barings’ Global Private Finance Group (“Barings GPFG”) manages our day-to-day operations, and provides investment advisory and management services to us. Barings GPFG is part of Barings’ $274.4 billion Global Fixed Income Platform that invests in liquid, private and structured credit. Barings GPFG manages private funds and separately managed accounts, along with multiple public vehicles. The Adviser has retained its indirect, wholly-owned subsidiary, Baring International Investment Limited (“BIIL”), as a sub-adviser to manage European investments for us. BIIL is an investment adviser registered with the SEC in the United States and the Financial Conduct Authority in the United Kingdom with its principal office located in London, England. As of June 30, 2022, BIIL had approximately £16.7 billion in assets under management.

Portfolio Investment Composition

As of June 30, 2022 and December 31, 2021, our investment portfolio consisted of the following investments:


($ in thousands)	Cost		Percentage of Total Portfolio		Fair Value		Percentage of Total Portfolio
June 30, 2022:
Senior debt and 1st lien notes	$	841,181	73	%	$	819,911	72	%
Subordinated debt and 2nd lien notes	123,513		11		120,916		11
Structured products	30,266		3		29,314		3
Equity shares	78,385		7		92,633		8
Equity warrants	68		—		38		—
Investments in joint ventures	65,889		6		62,289		6

	$	1,139,302	100	%	$	1,125,101	99	%


($ in thousands)	Cost		Percentage of Total Portfolio		Fair Value		Percentage of Total Portfolio
December 31, 2021:
Senior debt and 1st lien notes	$	618,911	72	%	$	620,928	72
Subordinated debt and 2nd lien notes	91,067		11		92,297		11
Structured products	29,477		3		30,900		3
Equity shares	56,431		7		59,601		7
Equity warrants	68		—		163		—
Investments in joint ventures	58,689		7		61,253		7

	$	854,643	100	%	$	865,142	100	%

Investment Activity

Total portfolio investment activity for the six months ended June 30, 2022 and 2021 was as follows:


Six Months Ended June 30, 2022: ($ in thousands)	Senior Debt and 1st Lien Notes		Subordinated Debt and 2nd Lien Notes		Structured Products		Equity Shares		Equity Warrants		Investments in Joint Ventures		Total
Fair value, beginning of period	$	620,928	$	92,297	$	30,900	$	59,601	$	163	$	61,253	$	865,142
New investments	249,271		32,276		4,520		21,954		—		10,831		318,852
Proceeds from sales of investments	784		—		(2,792)		—		—		(3,631)		(5,639)
Loan origination fees received	(4,938)		(607)		—		—		—		—		(5,545)
Principal repayments received	(25,130)		—		(945)		—		—		—		(26,075)
Payment-in-kind interest	1,299		608		—		—		—		—		1,907
Accretion of loan premium/discount	916		82		7		—		—		—		1,005
Accretion of deferred loan origination revenue	1,668		87		—		—		—		—		1,755
Realized loss	(1,599)		—		—		—		—		—		(1,599)
Unrealized appreciation (depreciation)	(23,288)		(3,827)		(2,376)		11,078		(125)		(6,164)		(24,702)
Fair value, end of period	$	819,911	$	120,916	$	29,314	$	92,633	$	38	$	62,289	$	1,125,101


Six Months Ended June 30, 2021: ($ in thousands)	Senior Debt and 1st Lien Notes		Subordinated Debt and 2nd Lien Notes		Structured Products		Equity Shares		Equity Warrants		Investments in Joint Ventures		Short-term Investments		Total
Fair value, beginning of period	$	164,239	$	9,022	$	10,383	$	207	$	112	$	—	$	31,100	$	215,063
New investments	288,527		57,876		2,700		5,125		—		48,171		82,907		485,306
Proceeds from sales of investments	(114,928)		(3,889)		—		—		—		—		(111,006)		(229,823)
Loan origination fees received	(7,174)		(1,408)		—		—		—		—		—		(8,582)
Principal repayments received	(5,071)		(5,742)		(1,334)		—		—		—		—		(12,147)
Payment-in-kind interest	852		—		—		—		—		—		—		852
Accretion of loan premium/ discount	880		127		—		—		—		—		—		1,007
Accretion of deferred loan origination revenue	553		18		—		—		—		—		—		571
Realized gain (loss)	1,300		(4)		—		—		—		—		(1)		1,295
Unrealized appreciation (depreciation)	1,281		556		592		383		124		(310)		—		2,626
Fair value, end of period	$	330,459	$	56,556	$	12,341	$	5,715	$	236	$	47,861	$	3,000	$	456,168

Non-Accrual Assets

Generally, when interest and/or principal payments on a loan become past due, or if we otherwise do not expect the borrower to be able to service its debt and other obligations, we will place the loan on non-accrual status and will generally cease recognizing interest income on that loan for financial reporting purposes until all principal and interest have been brought current through payment or due to a restructuring such that the interest income is deemed to be collectible. As of both June 30, 2022 and December 31, 2021, we had no non-accrual assets.

Results of Operations

Three and six months ended June 30, 2022 and 2021

Operating results for the three and six months ended June 30, 2022 and 2021 were as follows:


	Three Months Ended		Three Months Ended		Six Months Ended		Six Months Ended
($ in thousands)	June 30, 2022		June 30, 2021		June 30, 2022		June 30, 2021























Total investment income	$	23,076	$	8,459	$	42,396	$	13,510










Total operating expenses	6,820		3,498		14,124		6,189
Net investment income before taxes	16,256		4,961		28,272		7,321
Income taxes, including excise tax expense	—		—		—		8
Net investment income after taxes	16,256		4,961		28,272		7,313







Net realized gains (losses)	(465)		1,260		2,452		1,467






Net unrealized appreciation (depreciation)	(12,909)		392		(10,578)		3,943
Net realized gains (losses) and unrealized appreciation (depreciation) on investments and foreign currency borrowings	(13,374)		1,652		(8,126)		5,410
Loss on extinguishment of debt	—		—		(181)		—

Net increase in net assets resulting from operations	$	2,882	$	6,613	$	19,965	$	12,723

Net increases (decreases) in net assets resulting from operations can vary substantially from period to period due to various factors, including recognition of realized gains and losses and unrealized appreciation and depreciation. As a result, comparisons of net changes in ~~foreign exchange rates~~net assets resulting from operations may not be meaningful.

Investment Income


	Three Months Ended		Three Months Ended		Six Months Ended		Six Months Ended
($ in thousands)	June 30, 2022		June 30, 2021		June 30, 2022		June 30, 2021
Investment income:





Interest income	$	17,749	$	7,076	$	31,129	$	11,523




Dividend income	2,874		$	367	6,664		367




Fee and other income	1,728		$	471	2,743		766




Payment-in-kind interest income	725		$	545	1,860		854

Total investment income	$	23,076	$	8,459	$	42,396	$	13,510

Operating Expenses


	Three Months Ended		Three Months Ended		Six Months Ended		Six Months Ended
($ in thousands)	June 30, 2022		June 30, 2021		June 30, 2022		June 30, 2021
























Operating expenses:
Interest and other financing fees	$	5,055	$	1,721	$	8,806	$	2,744
Base management fee	409		138		764		226
Incentive fee	412		945		2,735		1,819
Offering costs	—		68		—		136

Professional fees	265		213		481		502
Directors fees	60		60		135		105

Custody and administrative fees	158		95		351		174
Other general and administrative expenses	461		258		852		483
Total operating expenses	$	6,820	$	3,498	$	14,124	$	6,189

Interest and Other Financing Fees

Base Management Fee

Under the Advisory Agreement, we pay Barings a base management fee quarterly in arrears on a calendar quarter basis. The base management fee is ~~included in “unrealized appreciation (depreciation) - foreign currency transactions” in~~calculated based on the average value of our gross assets at the end of the two most recently completed calendar quarters (including the quarter for which such fees are being calculated) and appropriately adjusted for any share issuances or repurchases during the quarter. The base management fee for any partial quarter is appropriately pro-rated. See Note 2 to our Unaudited Consolidated ~~Statement~~Financial Statements for additional information regarding the Advisory Agreement and the fee arrangement thereunder. For the three and six months ended June 30, 2022, the amount of ~~Operations.~~base management fee incurred was $0.4 million and $0.8 million, respectively. For the three and six months ended June 30, 2021, the amount of base management fee incurred was $0.1 million and $0.2 million, respectively.

Incentive Fees

Under the Advisory Agreement, we pay Barings an incentive fee. The incentive fee consists of two parts: (i) an incentive fee based on pre-incentive fee net investment income (the “Income-Based Fee”) and (ii) an incentive fee based on the net capital gains received on our portfolio of securities on a cumulative basis through the end of each calendar year, net of all realized capital losses and all unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid incentive fee on capital gains (the “Capital Gains Fee”). The Income-Based Fee is subject to a floating “hurdle rate” based on LIBOR (or an alternate “floating” benchmark rate), a “catch-up” feature and an incentive fee cap. See Note 2 to our Unaudited Consolidated Financial Statements for additional information regarding the Advisory Agreement and the fee arrangements thereunder. For the three and six months ended June 30, 2022, the amount of Income-Based Fee incurred was $2.1 million and $3.9 million, respectively, and we reduced the Capital Gains Fee accrual by $1.7 million and $1.1 million, respectively. For the three and six months ended June 30, 2021, the amount of Income-Based Fee incurred was $0.7 million and $1.1 million, respectively, and we accrued $0.2 million and $0.7 million, respectively for the Capital Gains Fee. As required by U.S. GAAP, we accrue the Capital Gains Fee on unrealized gains. This accrual reflects the incentive fees that would be payable to the Adviser if our entire investment portfolio was liquidated at its fair value as of the balance sheet date even though the Adviser is not entitled to an incentive fee with respect to unrealized gains unless and until such gains are actually realized. There can be no assurance that such unrealized capital appreciation will be realized in the future.

Professional Fees

Professional fees generally include legal and accounting expenses.

Other General and Administrative Expenses

We have entered into the Administration Agreement with Barings. Under the terms of the Administration Agreement, Barings performs (or oversees, or arranges for, the performance of) the administrative services necessary for our operations. We reimburse Barings for the costs and expenses incurred by it in performing its obligations and providing personnel and facilities under the Administration Agreement in an amount negotiated and mutually agreed to by us and Barings quarterly in arrears; provided that the agreed-upon quarterly expense amount will not exceed the amount of expenses that would otherwise be reimbursable by us under the Administration Agreement for the applicable quarterly period, and Barings will not be entitled to the recoupment of any amounts in excess of the agreed-upon quarterly expense amount. For the three and six months ended June 30, 2022, the amount of administration expense incurred and invoiced by Barings for expenses was approximately $0.3 million and $0.7 million, respectively. For the three and six months ended June 30, 2021, the amount of administration expense incurred and invoiced by Barings for expenses was approximately $0.2 million and $0.4 million, respectively.

Net Realized Gains (Losses)

Net realized gains (losses) during the three and six months ended June 30, 2022 and 2021 were as follows:


	Three Months Ended		Three Months Ended		Six Months Ended		Six Months Ended
($ in thousands)	June 30, 2022		June 30, 2021		June 30, 2022		June 30, 2021




































Net realized gains (losses):
Non-Control / Non-Affiliate investments	$	(1,828)	$	748	$	(1,638)	$	1,295
Affiliate investments	—		—		39		—

Net realized gains (losses) on investments	(1,828)		748		(1,599)		1,295
Foreign currency transactions	1,363		$	512	4,051		172
Net realized gains (losses)	$	(465)	$	1,260	$	2,452	$	1,467

For the three months ended June 30, 2022, we recognized net realized losses totaling $0.5 million, which consisted primarily of a net loss on our loan portfolio of $1.8 million, partially offset by a net gain on foreign currency transactions of $1.4 million. For the six months ended June 30, 2022, we recognized net realized gains totaling $2.5 million, which consisted primarily of a net gain on foreign currency transactions of $4.1 million, partially offset by a net loss on our loan portfolio of $1.6 million.

For the three months ended June 30, 2021, we recognized net realized gains totaling $1.3 million, which consisted primarily of a net gain on our loan portfolio of $0.7 million and a net gain on foreign currency transactions of $0.5 million. For the six months ended June 30, 2021, we recognized net realized gains totaling $1.5 million, which consisted primarily of a net gain on our loan portfolio of $1.3 million and a net gain on foreign currency transactions of $0.2 million.

Net Unrealized Appreciation (Depreciation)

Net unrealized appreciation (depreciation) during the three and six months ended June 30, 2022 and 2021 was as follows:


	Three Months Ended		Three Months Ended		Six Months Ended		Six Months Ended
($ in thousands)	June 30, 2022		June 30, 2021		June 30, 2022		June 30, 2021











































Net unrealized appreciation (depreciation)
Non-Control / Non-Affiliate investments	$	(23,571)	$	953	$	(30,118)	$	2,935

Affiliate investments	(3,702)		(124)		5,211		(309)

Net unrealized appreciation (depreciation) on investments	(27,273)		829		(24,907)		2,626
Foreign currency transactions	14,364		(437)		14,329		1,317
Net unrealized appreciation (depreciation)	$	(12,909)	$	392	$	(10,578)	$	3,943

During the six months ended June 30, 2022, we recorded net unrealized depreciation totaling $10.6 million, consisting of net unrealized depreciation on our current portfolio of $23.8 million, deferred tax liability of $0.2 million and net unrealized depreciation reclassification adjustments of $0.9 million related to realized gains and losses recognized during the year, partially offset by net unrealized appreciation related to foreign currency transactions of $14.3 million. The net unrealized depreciation on our current portfolio of $23.8 million was driven primarily by the impact of foreign currency exchange rates on investments of $16.7 million and broad market moves for investments of $20.2 million, partially offset by the credit or fundamental performance of investments of $13.1 million.

During the three months ended June 30, 2021, we recorded net unrealized appreciation totaling $0.4 million, consisting of net unrealized appreciation on our current portfolio of $1.0 million, net unrealized depreciation related to foreign currency transactions of $0.4 million and net unrealized depreciation reclassification adjustments of $0.2 million related to realized gains and losses recognized during the year. The net unrealized appreciation on the current portfolio of $1.0 million was driven primarily by broad market moves for investments of $2.0 million, partially offset by the impact of foreign currency exchange rates on investments of $1.0 million.

During the six months ended June 30, 2021, we recorded net unrealized appreciation totaling $3.9 million, consisting of net unrealized appreciation on our current portfolio of $4.0 million, net unrealized appreciation related to foreign currency transactions of $1.3 million and net unrealized depreciation reclassification adjustments of $1.3 million related to realized gains and losses recognized during the year. The net unrealized appreciation on the current portfolio of $4.0 million was driven primarily by broad market moves for investments of $5.8 million, partially offset by the impact of foreign currency exchange rates on investments of $1.8 million.

Financial Condition, Liquidity and Capital Resources

February 2027 Notes

The February 2027 Notes, for which the Company is required to obtain an initial rating by June 30, 2022, have a fixed interest rate of 4.75% per year, subject to a step up of (x) 1.25% per year, to the extent that the initial rating for the February 2027 Notes does not satisfy certain investment grade rating conditions, and (y) at any time after the Company has received an investment grade rating for the February 2027 Notes, 0.75% per year, to the extent the February 2027 Notes thereafter fail to satisfy certain investment grade rating conditions.

The Company’s obligations under the February 2022 NPA are general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company. As of June 30, 2022, the Company was in compliance with all covenants under the February 2022 NPA.

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)

The February 2027 Notes were offered in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The February 2027 Notes have not and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, as applicable.

6. DERIVATIVE INSTRUMENTS

The Company enters into forward currency contracts from time to time to primarily help mitigate the impact that an adverse change in foreign exchange rates would have on net interest income from the Company’s investments and related borrowings denominated in foreign currencies. Net unrealized appreciation or depreciation on foreign currency contracts are included in “Net unrealized appreciation (depreciation) - foreign currency transactions” and net realized gains or losses on forward currency contracts are included in “Net realized gains (losses) - foreign currency transactions” in the Unaudited Consolidated Statement of Operations. Forward currency contracts are considered undesignated derivative instruments.

The following tables present the Company's foreign currency forward contracts as of June 30, 2022 and December 31, 2021:

As of June 30, 2022

Description

($ in thousands)

Notional Amount to be Purchased

Notional Amount to be Sold

Maturity Date

Gross Amount of Recognized Assets (Liabilities)

Balance Sheet Location of Net Amounts

Foreign currency forward contract (AUD)

$29,465

A$39,283

07/07/22

2,340

Prepaid expense and other assets

Foreign currency forward contract (AUD)

A$39,283

$27,149

07/07/22

(24)

Derivative liability

Foreign currency forward contract (AUD)

$27,704

A$40,052

10/06/22

Prepaid expense and other assets

Foreign currency forward contract (CAD)

$4,606

C$5,765

07/07/22

127

Prepaid expense and other assets

Foreign currency forward contract (CAD)

C$5,765

$4,483

07/07/22

(5)

Derivative liability

Foreign currency forward contract (CAD)

$4,496

C$5,780

10/06/22

Prepaid expense and other assets

Foreign currency forward contract (DKK)

3,552kr.

$503

07/07/22

(3)

Derivative liability

Foreign currency forward contract (DKK)

$531

3,552kr.

07/07/22

Prepaid expense and other assets

Foreign currency forward contract (DKK)

$511

3,585kr.

10/06/22

Prepaid expense and other assets

Foreign currency forward contract (EUR)

€68,233

$71,845

07/07/22

(406)

Derivative liability

Foreign currency forward contract (EUR)

$43,848

€39,433

07/07/22

2,562

Prepaid expense and other assets

Foreign currency forward contract (EUR)

$30,869

€28,800

07/07/22

716

Prepaid expense and other assets

Foreign currency forward contract (EUR)

$2,119

€2,000

10/06/22

Prepaid expense and other assets

Foreign currency forward contract (EUR)

$66,208

€62,479

10/06/22

361

Prepaid expense and other assets

Foreign currency forward contract (GBP)

£9,030

$11,013

07/07/22

(29)

Derivative liability

Foreign currency forward contract (GBP)

$11,181

£8,800

07/07/22

477

Prepaid expense and other assets

Foreign currency forward contract (GBP)

$300

£230

07/07/22

Prepaid expense and other assets

Foreign currency forward contract (GBP)

$11,234

£9,195

10/06/22

Prepaid expense and other assets

Foreign currency forward contract (NZD)

$4,852

NZ$7,023

07/07/22

466

Prepaid expense and other assets

Foreign currency forward contract (NZD)

NZ$7,023

$4,392

07/07/22

(7)

Derivative liability

Foreign currency forward contract (NZD)

$4,384

NZ$7,019

10/06/22

Prepaid expense and other assets

Foreign currency forward contract (CHF)

1,200Fr.

$1,255

07/07/22

Prepaid expense and other assets

Foreign currency forward contract (CHF)

$1,253

1,200Fr.

07/07/22

(4)

Derivative liability

Foreign currency forward contract (CHF)

$1,263

1,200Fr.

10/06/22

(2)

Derivative liability

Total

6,706

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)


As of December 31, 2021 Description ($ in thousands)	Notional Amount to be Purchased	Notional Amount to be Sold	Maturity Date	Gross Amount of Recognized Assets (Liabilities)		Balance Sheet Location of Net Amounts
Foreign currency forward contract (AUD)	$12,250	A$8,906	01/06/22	$	(1)	Derivative liability
Foreign currency forward contract (AUD)	A$8,834	$12,250	01/06/22	(71)		Derivative liability
Foreign currency forward contract (AUD)	$5,503	€7,659	04/08/22	(66)		Derivative liability

Foreign currency forward contract (CAD)	€5,580	$4,366	01/06/22	44		Prepaid expense and other assets
Foreign currency forward contract (CAD)	€4,373	$5,580	01/06/22	(36)		Derivative liability
Foreign currency forward contract (CAD)	$270	£349	04/08/22	(6)		Derivative liability
Foreign currency forward contract (CAD)	$4,439	£5,675	04/08/22	(44)		Derivative liability

Foreign currency forward contract (DKK)	£3,526	$537	01/06/22	2		Prepaid expense and other assets
Foreign currency forward contract (DKK)	£551	$3,526	01/06/22	12		Prepaid expense and other assets
Foreign currency forward contract (DKK)	£531	$3,481	04/08/22	(2)		Derivative liability

Foreign currency forward contract (EUR)	£20,807	$23,557	01/06/22	119		Prepaid expense and other assets
Foreign currency forward contract (EUR)	£5,181	$4,500	01/06/22	61		Prepaid expense and other assets
Foreign currency forward contract (EUR)	£18,704	$16,307	01/06/22	149		Prepaid expense and other assets
Foreign currency forward contract (EUR)	£10,436	$9,200	04/08/22	(54)		Derivative liability
Foreign currency forward contract (EUR)	£25,362	$22,357	04/08/22	(129)		Derivative liability

Foreign currency forward contract (GBP)	£8,566	$11,504	01/06/22	96		Prepaid expense and other assets
Foreign currency forward contract (GBP)	£4,068	$5,418	04/08/22	88		Prepaid expense and other assets
Foreign currency forward contract (GBP)	£11,472	$8,566	01/06/22	(129)		Derivative liability
Total				$	33

7. COMMITMENTS AND CONTINGENCIES

In the normal course of business, the Company is party to financial instruments with off-balance sheet risk, consisting primarily of unused commitments to extend financing to the Company’s portfolio companies. Since commitments may expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements. As of June 30, 2022, the Company believed that it had adequate financial resources to satisfy its unfunded commitments. The balances of unused commitments to extend financing as of June 30, 2022 and December 31, 2021 were as follows:


Portfolio Company ($ in thousands)	Investment Type	June 30, 2022		December 31, 2021
Acclime Holdings HK Limited(1)	Delayed Draw Term Loan	$	—	$	141
Acclime Holdings HK Limited(1)	Delayed Draw Term Loan	—		776
Accurus Aerospace Corporation(1)(2)	Revolver	922		—
Air Comm Corporation, LLC(1)	Delayed Draw Term Loan	108		108
Air Comm Corporation, LLC(1)	Delayed Draw Term Loan	1,150		1,150
Amtech LLC(1)	Delayed Draw Term Loan	909		909
Amtech LLC(1)	Revolver	227		227
AnalytiChem Holding GmbH(1)(2)(3)	Delayed Draw Term Loan	—		2,582
AnalytiChem Holding GmbH(1)(2)(3)	Incremental Term Loan	428		—
AnalytiChem Holding GmbH(1)(2)(3)	Bridge Revolver	168		—
Aquavista Watersides 2 LTD(1)(2)(4)	Bridge Revolver	135		151

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)


Portfolio Company ($ in thousands)	Investment Type	June 30, 2022	December 31, 2021
Aquavista Watersides 2 LTD(1)(2)(4)	Acquisition Facility	844	941
Astra Bidco Limited(1)(2)(4)	Delayed Draw Term Loan	690	769
Avance Clinical Bidco Pty Ltd(1)(2)(5)	Delayed Draw Term Loan	990	1,046
Azalea Buyer, Inc.(1)	Delayed Draw Term Loan	641	641
Azalea Buyer, Inc.(1)	Revolver	282	321
Bariacum S.A(1)(2)(3)	Acquisition Facility	627	682
Beyond Risk Management, Inc.(1)(2)	Delayed Draw Term Loan	2,423	2,573
BigHand UK Bidco Limited(1)(2)(4)	Acquisition Facility	—	99
Bounteous, Inc.(1)	Delayed Draw Term Loan	2,580	2,580
Brightpay Limited(1)(2)(3)	Delayed Draw Term Loan	178	389
Brightpay Limited(1)(2)(3)	Delayed Draw Term Loan	119	130
BrightSign LLC(1)(2)	Revolver	715	715
British Engineering Services Holdco Limited(1)(2)(4)	Bridge Revolver	—	86
CAi Software, LLC(1)(2)	Revolver	707	707
Canadian Orthodontic Partners Corp.(1)(2)(6)	Delayed Draw Term Loan	112	160
Ceres Pharma NV(1)(2)(3)	Delayed Draw Term Loan	916	996
CGI Parent, LLC(1)	Revolver	1,653	—
Coastal Marina Holdings, LLC(1)(2)	PIK Tranche B Term Loan	656	656
Coastal Marina Holdings, LLC(1)(2)	Tranche A Term Loan	1,788	1,788
Comply365, LLC(1)(2)	Revolver	556	—
Coyo Uprising GmbH(1)(2)(3)	Delayed Draw Term Loan	989	1,076
Crash Champions, LLC(1)(2)	Delayed Draw Term Loan	237	2,712
CSL DualCom(1)(2)(4)	Acquisition Term Loan	1,114	1,242
DecksDirect, LLC(1)(2)	Revolver	153	218
Dune Group(1)(2)(3)	Delayed Draw Term Loan	960	1,044
Dwyer Instruments, Inc.(1)(2)	Delayed Draw Term Loan	1,094	1,094
Eclipse Business Capital, LLC(1)	Revolver	3,234	5,840
EMI Porta Holdco LLC(1)	Delayed Draw Term Loan	4,475	5,339
EMI Porta Holdco LLC(1)	Revolver	859	1,271
EPS NASS Parent, Inc.(1)	Delayed Draw Term Loan	187	425
eShipping, LLC(1)	Delayed Draw Term Loan	1,923	1,923
eShipping, LLC(1)	Revolver	1,122	930
Events Software BidCo Pty Ltd(1)(2)(5)	Delayed Draw Term Loan	440	—
Fineline Technologies, Inc.(1)	Delayed Draw Term Loan	240	240
Finexvet(1)(2)(3)	Acquisition Facility	230	—
Footco 40 Limited(1)(2)(4)	Delayed Draw Term Loan	773	—
FragilePak LLC(1)(2)	Delayed Draw Term Loan	3,779	3,779
GPZN II GmbH(1)(2)(3)	Term Loan	549	—
Heartland Veterinary Partners, LLC(1)(2)	Delayed Draw Term Loan	95	235
IGL Holdings III Corp.(1)	Delayed Draw Term Loan	—	360
Innovad Group II BV(1)(2)(3)	Delayed Draw Term Loan	817	1,206
INOS 19-090 GmbH(1)(2)(3)	Acquisition Facility	807	878
ITI Intermodal, Inc.(1)(2)	Delayed Draw Term Loan	103	103
ITI Intermodal, Inc.(1)(2)	Revolver	124	124
Jaguar Merger Sub Inc.(1)(2)	Delayed Draw Term Loan	711	1,961
Jaguar Merger Sub Inc.(1)(2)	Revolver	490	490
Jon Bidco Limited(1)(2)(7)	Capex & Acquisition Facility	856	—

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)


Portfolio Company ($ in thousands)	Investment Type	June 30, 2022	December 31, 2021
Jones Fish Hatcheries & Distributors LLC(1)	Revolver	418	—
Kano Laboratories LLC(1)(2)	Delayed Draw Term Loan	1,574	1,903
Kano Laboratories LLC(1)(2)	Delayed Draw Term Loan	1,903	1,574
Lambir Bidco Limited(1)(2)(3)	Bridge Revolver	—	666
Lambir Bidco Limited(1)(2)(3)	Delayed Draw Term Loan	1,224	1,332
LeadsOnline, LLC(1)	Revolver	1,692	—
LivTech Purchaser, Inc.(1)	Delayed Draw Term Loan	130	316
Marmoutier Holding B.V.(1)(2)(3)	Delayed Draw Term Loan	372	405
Marmoutier Holding B.V.(1)(2)(3)	Revolver	149	162
Marshall Excelsior Co.(1)(2)	Revolver	416	—
MC Group Ventures Corporation(1)	Delayed Draw Term Loan	861	861
Modern Star Holdings Bidco Pty Limited(1)(2)(5)	CapEx Term Loan	340	360
Murphy Midco Limited(1)(2)(4)	Delayed Draw Term Loan	813	906
Narda Acquisitionco., Inc.(1)(2)	Revolver	684	684
Navia Benefit Solutions, Inc.(1)	Delayed Draw Term Loan	4,338	4,338
Nexus Underwriting Management Limited(1)(2)(4)	Revolver	—	53
Nexus Underwriting Management Limited(1)(2)(4)	Acquisition Facility	817	989
Novotech Aus Bidco Pty Ltd(1)(2)	Capex & Acquisition Facility C	1,042	—
OA Buyer, Inc.(1)(2)	Revolver	1,331	1,331
OAC Holdings I Corp(1)	Revolver	147	—
OG III B.V.(1)(2)(3)	Acquisition CapEx Facility	—	1,087
Omni Intermediate Holdings, LLC(1)(2)	Delayed Draw Term Loan	—	683
Omni Intermediate Holdings, LLC(1)(2)	Delayed Draw Term Loan	2,505	3,643
OSP Hamilton Purchaser, LLC(1)	Revolver	131	187
Pacific Health Supplies Bidco Pty Limited(1)(5)	CapEx Term Loan	—	343
PDQ.Com Corporation(1)	Delayed Draw Term Loan	—	868
Perimeter Master Note Business Trust(1)(2)	Secured Note - Class A	55	—
Perimeter Master Note Business Trust (1)(2)	Secured Note - Class B	55	—
Perimeter Master Note Business Trust (1)(2)	Secured Note - Class C	55	—
Perimeter Master Note Business Trust (1)(2)	Secured Note - Class D	55	—
Perimeter Master Note Business Trust (1)(2)	Secured Note - Class E	2,794	—
Polara Enterprises, L.L.C.(1)(2)	Revolver	237	273
Policy Services Company, LLC(1)(2)	Delayed Draw Term Loan	—	2,632
Premium Invest(1)(2)(3)	Acquisition Facility	732	834
ProfitOptics, LLC(1)(2)	Revolver	194	—
Protego Bidco B.V.(1)(2)(3)	Delayed Draw Term Loan	206	224
PSP Intermediate 4, LLC(1)(2)(3)	Delayed Draw Term Loan	712	—
QPE7 SPV1 BidCo Pty Ltd(1)(2)(5)	Acquisition Term loan	—	461
Questel Unite(1)(2)(3)	Incremental Term Loan	2,707	2,944
REP SEKO MERGER SUB LLC(1)(2)	Delayed Draw Term Loan	465	727
Reward Gateway (UK) Ltd(1)(2)(4)	Acquisition Facility	742	1,301
Riedel Beheer B.V.(1)(2)(3)	Revolver	—	230
Riedel Beheer B.V.(1)(2)(3)	Delayed Draw Term Loan	141	153
Safety Products Holdings, LLC(1)	Delayed Draw Term Loan	2,594	2,594
Sanoptis S.A.R.L.(1)(3)	Acquisition Facility	2,806	—
Scaled Agile, Inc.(1)	Delayed Draw Term Loan	416	416
Scaled Agile, Inc.(1)	Revolver	336	336

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)


Portfolio Company ($ in thousands)	Investment Type	June 30, 2022		December 31, 2021
Scout Bidco B.V.(1)(2)(3)	Delayed Draw Term Loan	1,112		—
Scout Bidco B.V.(1)(2)(3)	Revolver	504		—
Sereni Capital NV(1)(2)(3)	Term Loan	376		—
Sereni Capital NV(1)(2)(3)	Revolver	53		—
Smartling, Inc.(1)	Delayed Draw Term Loan	1,176		1,177
Smartling, Inc.(1)	Revolver	588		588
SSCP Pegasus Midco Limited(1)(2)(4)	Delayed Draw Term Loan	1,699		1,895
Superjet Buyer, LLC(1)	Revolver	1,460		1,460
Syntax Systems Ltd(1)	Revolver	264		336
Syntax Systems Ltd(1)	Delayed Draw Term Loan	1,142		1,142
Tank Holding Corp(1)	Revolver	382		—
Techone B.V.(1)(2)(3)	Delayed Draw Term Loan	—		485
Techone B.V.(1)(2)(3)	Revolver	65		129
Tencarva Machinery Company, LLC(1)	Delayed Draw Term Loan	591		591
Tencarva Machinery Company, LLC(1)	Revolver	752		752
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)(1)	Delayed Draw Term Loan	2,707		2,707
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)(1)	Revolver	796		796
Turbo Buyer, Inc.(1)	Delayed Draw Term Loan	—		1,494
Turbo Buyer, Inc.(1)	Delayed Draw Term Loan	1,537		—
Union Bidco Limited(1)(4)	Acquisition Facility	151		—
United Therapy Holding III GmbH(1)(2)(3)	Acquisition Facility	1,588		—
Victoria Bidco Limited(1)(2)(4)	Delayed Draw Term Loan	729		—
W2O Holdings, Inc.(1)	Delayed Draw Term Loan	1,060		1,549
Waccamaw River(2)	Joint Venture	2,480		11,280
Woodland Foods, LLC(1)	Revolver	684		967
Xeinadin Bidco Limited(1)(2)(4)	Term Loan	2,394		—
ZB Holdco LLC(1)	Delayed Draw Term Loan	676		—
ZB Holdco LLC(1)	Revolver	423		—
Zeppelin Bidco Limited(1)(2)(4)	Capex / Acquisition Facility	1,270		—
Zeppelin Bidco Limited(1)(2)(4)	Revolver	267		—
Total unused commitments to extend financing		$	110,000	$	116,977

(1)The Company’s estimate of the fair value of the current investments in this portfolio company includes an analysis of the fair value of any unfunded commitments.

(2)Represents a commitment to extend financing to a portfolio company where one or more of the Company’s current investments in the portfolio company are carried at less than cost.

(3)Actual commitment amount is denominated in Euros. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.

(4)Actual commitment amount is denominated in British pounds sterling. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.

(5)Actual commitment amount is denominated in Australian dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.

(6)Actual commitment amount is denominated in Canadian dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.

(7)Actual commitment amount is denominated in New Zealand dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.

COVID-19 Developments

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)

8. FINANCIAL HIGHLIGHTS

The following is a schedule of financial highlights for the six months ended June 30, 2022 and 2021:


	Six Months Ended June 30,
($ in thousands, except share and per share amounts)	2022			2021
Per share data:
Net asset value at beginning of period	$	22.43		$	21.58
Net investment income(1)	1.15			0.88
Net realized gain on investments / foreign currency transactions(1)	0.10			0.18
Net unrealized appreciation on investments / foreign currency transactions(1)	(0.43)			0.47
Total increase from investment operations(1)	0.82			1.53
Dividends declared from net investment income	(0.96)			(0.63)
Dividends declared from realized gains	(0.07)			(0.20)
Total dividends declared	(1.03)			(0.83)





Loss on extinguishment of debt(1)	(0.01)			—

Other(2)	0.01			(0.09)
Net asset value at end of period	$	22.22		$	22.19
Shares outstanding at end of period	27,209,484			10,185,518
Net assets at end of period	$	604,587		$	226,046
Average net assets	$	548,900		$	178,019
Ratio of total expenses to average net assets (annualized)(3)	5.21		%	6.96		%
Ratio of net investment income to average net assets (annualized)(3)	10.23		%	8.22		%
Portfolio turnover ratio (annualized)	3.89		%	64.83		%
Total return(4)	3.64		%	6.78		%

(1)Weighted average per share data—basic and diluted; per share data was derived by using the weighted average shares outstanding during the applicable period.

(3)Does not include expenses of underlying investment companies, including joint ventures and short-term investments.

9. SUBSEQUENT EVENTS

On August 9, 2022, the Board declared a quarterly dividend of $0.53 per share payable on September 14, 2022 to holders of record as of September 7, 2022.

Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Forward-Looking Statements

Overview of Our Business

We invest in predominately senior secured private debt investments in well-established middle-market businesses that operate across a wide range of industries, as well as syndicated senior secured loans, structured product investments, bonds and other fixed income securities. Syndicated senior secured loans are either (i) marketed by investment banks, which are mandated to bring lenders together and underwrite the deal, to institutional investors or (ii) bought and sold by institutional investors in individually negotiated private transactions that function in many respects like an over-the-counter secondary market. On the other hand, senior secured private debt investments are negotiated directly with the borrower, rather than marketed by a third party or bought and sold in the secondary market. We believe senior secured private debt investments may offer higher returns and certain more favorable protections than syndicated senior secured loans. 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. We currently intend to invest primarily in senior secured private debt investments that have terms of between five and seven years and bear interest between the London Interbank Offered Rate (“LIBOR”) (or an applicable successor rate) plus 450 basis points and LIBOR plus 650 basis points per annum. As of June 30, 2022 and December 31, 2021, the weighted average yield on the principal amount of our outstanding debt investments was approximately 7.8% and 7.0%, respectively.

COVID-19 Developments

The spread of the Coronavirus and the COVID-19 pandemic, and the related effect on the U.S. and global economies, has had adverse consequences for the business operations of some of our portfolio companies but no longer adversely affects our operations and the operations of Barings, including with respect to us. Barings continues to monitor the COVID-19 situation globally and is prepared to adapt office working patterns as required to ensure the safety of its employees and clients who visit Barings office locations. Barings’ cybersecurity policies are applied consistently when working remotely or in the office.

Relationship with Our Adviser, Barings

Our Adviser, Barings, a wholly-owned subsidiary of Massachusetts Mutual Life Insurance Company (“MassMutual”), is a leading global asset management firm and is registered with the SEC as an investment adviser under the Advisers Act. Barings’ primary investment capabilities include fixed income, private credit, real estate, equity, and alternative investments. Subject to the overall supervision of our board of directors (the “Board”), Barings’ Global Private Finance Group (“Barings GPFG”) manages our day-to-day operations, and provides investment advisory and management services to us. Barings GPFG is part of Barings’ $274.4 billion Global Fixed Income Platform that invests in liquid, private and structured credit. Barings GPFG manages private funds and separately managed accounts, along with multiple public vehicles. The Adviser has retained its indirect, wholly-owned subsidiary, Baring International Investment Limited (“BIIL”), as a sub-adviser to manage European investments for us. BIIL is an investment adviser registered with the SEC in the United States and the Financial Conduct Authority in the United Kingdom with its principal office located in London, England. As of June 30, 2022, BIIL had approximately £16.7 billion in assets under management.

Portfolio Investment Composition

As of June 30, 2022 and December 31, 2021, our investment portfolio consisted of the following investments:


($ in thousands)	Cost		Percentage of Total Portfolio		Fair Value		Percentage of Total Portfolio
June 30, 2022:
Senior debt and 1st lien notes	$	841,181	73	%	$	819,911	72	%
Subordinated debt and 2nd lien notes	123,513		11		120,916		11
Structured products	30,266		3		29,314		3
Equity shares	78,385		7		92,633		8
Equity warrants	68		—		38		—
Investments in joint ventures	65,889		6		62,289		6

	$	1,139,302	100	%	$	1,125,101	99	%


($ in thousands)	Cost		Percentage of Total Portfolio		Fair Value		Percentage of Total Portfolio
December 31, 2021:
Senior debt and 1st lien notes	$	618,911	72	%	$	620,928	72
Subordinated debt and 2nd lien notes	91,067		11		92,297		11
Structured products	29,477		3		30,900		3
Equity shares	56,431		7		59,601		7
Equity warrants	68		—		163		—
Investments in joint ventures	58,689		7		61,253		7

	$	854,643	100	%	$	865,142	100	%

Investment Activity

Total portfolio investment activity for the six months ended June 30, 2022 and 2021 was as follows:


Six Months Ended June 30, 2022: ($ in thousands)	Senior Debt and 1st Lien Notes		Subordinated Debt and 2nd Lien Notes		Structured Products		Equity Shares		Equity Warrants		Investments in Joint Ventures		Total
Fair value, beginning of period	$	620,928	$	92,297	$	30,900	$	59,601	$	163	$	61,253	$	865,142
New investments	249,271		32,276		4,520		21,954		—		10,831		318,852
Proceeds from sales of investments	784		—		(2,792)		—		—		(3,631)		(5,639)
Loan origination fees received	(4,938)		(607)		—		—		—		—		(5,545)
Principal repayments received	(25,130)		—		(945)		—		—		—		(26,075)
Payment-in-kind interest	1,299		608		—		—		—		—		1,907
Accretion of loan premium/discount	916		82		7		—		—		—		1,005
Accretion of deferred loan origination revenue	1,668		87		—		—		—		—		1,755
Realized loss	(1,599)		—		—		—		—		—		(1,599)
Unrealized appreciation (depreciation)	(23,288)		(3,827)		(2,376)		11,078		(125)		(6,164)		(24,702)
Fair value, end of period	$	819,911	$	120,916	$	29,314	$	92,633	$	38	$	62,289	$	1,125,101


Six Months Ended June 30, 2021: ($ in thousands)	Senior Debt and 1st Lien Notes		Subordinated Debt and 2nd Lien Notes		Structured Products		Equity Shares		Equity Warrants		Investments in Joint Ventures		Short-term Investments		Total
Fair value, beginning of period	$	164,239	$	9,022	$	10,383	$	207	$	112	$	—	$	31,100	$	215,063
New investments	288,527		57,876		2,700		5,125		—		48,171		82,907		485,306
Proceeds from sales of investments	(114,928)		(3,889)		—		—		—		—		(111,006)		(229,823)
Loan origination fees received	(7,174)		(1,408)		—		—		—		—		—		(8,582)
Principal repayments received	(5,071)		(5,742)		(1,334)		—		—		—		—		(12,147)
Payment-in-kind interest	852		—		—		—		—		—		—		852
Accretion of loan premium/ discount	880		127		—		—		—		—		—		1,007
Accretion of deferred loan origination revenue	553		18		—		—		—		—		—		571
Realized gain (loss)	1,300		(4)		—		—		—		—		(1)		1,295
Unrealized appreciation (depreciation)	1,281		556		592		383		124		(310)		—		2,626
Fair value, end of period	$	330,459	$	56,556	$	12,341	$	5,715	$	236	$	47,861	$	3,000	$	456,168

Non-Accrual Assets

Generally, when interest and/or principal payments on a loan become past due, or if we otherwise do not expect the borrower to be able to service its debt and other obligations, we will place the loan on non-accrual status and will generally cease recognizing interest income on that loan for financial reporting purposes until all principal and interest have been brought current through payment or due to a restructuring such that the interest income is deemed to be collectible. As of both June 30, 2022 and December 31, 2021, we had no non-accrual assets.

Results of Operations

Three and six months ended June 30, 2022 and 2021

Operating results for the three and six months ended June 30, 2022 and 2021 were as follows:


	Three Months Ended		Three Months Ended		Six Months Ended		Six Months Ended
($ in thousands)	June 30, 2022		June 30, 2021		June 30, 2022		June 30, 2021























Total investment income	$	23,076	$	8,459	$	42,396	$	13,510










Total operating expenses	6,820		3,498		14,124		6,189
Net investment income before taxes	16,256		4,961		28,272		7,321
Income taxes, including excise tax expense	—		—		—		8
Net investment income after taxes	16,256		4,961		28,272		7,313







Net realized gains (losses)	(465)		1,260		2,452		1,467






Net unrealized appreciation (depreciation)	(12,909)		392		(10,578)		3,943
Net realized gains (losses) and unrealized appreciation (depreciation) on investments and foreign currency borrowings	(13,374)		1,652		(8,126)		5,410
Loss on extinguishment of debt	—		—		(181)		—

Net increase in net assets resulting from operations	$	2,882	$	6,613	$	19,965	$	12,723

Investment Income


	Three Months Ended		Three Months Ended		Six Months Ended		Six Months Ended
($ in thousands)	June 30, 2022		June 30, 2021		June 30, 2022		June 30, 2021
Investment income:





Interest income	$	17,749	$	7,076	$	31,129	$	11,523




Dividend income	2,874		$	367	6,664		367




Fee and other income	1,728		$	471	2,743		766




Payment-in-kind interest income	725		$	545	1,860		854

Total investment income	$	23,076	$	8,459	$	42,396	$	13,510

Operating Expenses


	Three Months Ended		Three Months Ended		Six Months Ended		Six Months Ended
($ in thousands)	June 30, 2022		June 30, 2021		June 30, 2022		June 30, 2021
























Operating expenses:
Interest and other financing fees	$	5,055	$	1,721	$	8,806	$	2,744
Base management fee	409		138		764		226
Incentive fee	412		945		2,735		1,819
Offering costs	—		68		—		136

Professional fees	265		213		481		502
Directors fees	60		60		135		105

Custody and administrative fees	158		95		351		174
Other general and administrative expenses	461		258		852		483
Total operating expenses	$	6,820	$	3,498	$	14,124	$	6,189

Interest and Other Financing Fees

Base Management Fee

Under the Advisory Agreement, we pay Barings a base management fee quarterly in arrears on a calendar quarter basis. The base management fee is calculated based on the average value of our gross assets at the end of the two most recently completed calendar quarters (including the quarter for which such fees are being calculated) and appropriately adjusted for any share issuances or repurchases during the quarter. The base management fee for any partial quarter is appropriately pro-rated. See Note 2 to our Unaudited Consolidated Financial Statements for additional information regarding the Advisory Agreement and the fee arrangement thereunder. For the three and six months ended June 30, 2022, the amount of base management fee incurred was $0.4 million and $0.8 million, respectively. For the three and six months ended June 30, 2021, the amount of base management fee incurred was $0.1 million and $0.2 million, respectively.

Incentive Fees

Under the Advisory Agreement, we pay Barings an incentive fee. The incentive fee consists of two parts: (i) an incentive fee based on pre-incentive fee net investment income (the “Income-Based Fee”) and (ii) an incentive fee based on the net capital gains received on our portfolio of securities on a cumulative basis through the end of each calendar year, net of all realized capital losses and all unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid incentive fee on capital gains (the “Capital Gains Fee”). The Income-Based Fee is subject to a floating “hurdle rate” based on LIBOR (or an alternate “floating” benchmark rate), a “catch-up” feature and an incentive fee cap. See Note 2 to our Unaudited Consolidated Financial Statements for additional information regarding the Advisory Agreement and the fee arrangements thereunder. For the three and six months ended June 30, 2022, the amount of Income-Based Fee incurred was $2.1 million and $3.9 million, respectively, and we reduced the Capital Gains Fee accrual by $1.7 million and $1.1 million, respectively. For the three and six months ended June 30, 2021, the amount of Income-Based Fee incurred was $0.7 million and $1.1 million, respectively, and we accrued $0.2 million and $0.7 million, respectively for the Capital Gains Fee. As required by U.S. GAAP, we accrue the Capital Gains Fee on unrealized gains. This accrual reflects the incentive fees that would be payable to the Adviser if our entire investment portfolio was liquidated at its fair value as of the balance sheet date even though the Adviser is not entitled to an incentive fee with respect to unrealized gains unless and until such gains are actually realized. There can be no assurance that such unrealized capital appreciation will be realized in the future.

Professional Fees

Professional fees generally include legal and accounting expenses.

Other General and Administrative Expenses

We have entered into the Administration Agreement with Barings. Under the terms of the Administration Agreement, Barings performs (or oversees, or arranges for, the performance of) the administrative services necessary for our operations. We reimburse Barings for the costs and expenses incurred by it in performing its obligations and providing personnel and facilities under the Administration Agreement in an amount negotiated and mutually agreed to by us and Barings quarterly in arrears; provided that the agreed-upon quarterly expense amount will not exceed the amount of expenses that would otherwise be reimbursable by us under the Administration Agreement for the applicable quarterly period, and Barings will not be entitled to the recoupment of any amounts in excess of the agreed-upon quarterly expense amount. For the three and six months ended June 30, 2022, the amount of administration expense incurred and invoiced by Barings for expenses was approximately $0.3 million and $0.7 million, respectively. For the three and six months ended June 30, 2021, the amount of administration expense incurred and invoiced by Barings for expenses was approximately $0.2 million and $0.4 million, respectively.

Net Realized Gains (Losses)

Net realized gains (losses) during the three and six months ended June 30, 2022 and 2021 were as follows:


	Three Months Ended		Three Months Ended		Six Months Ended		Six Months Ended
($ in thousands)	June 30, 2022		June 30, 2021		June 30, 2022		June 30, 2021




































Net realized gains (losses):
Non-Control / Non-Affiliate investments	$	(1,828)	$	748	$	(1,638)	$	1,295
Affiliate investments	—		—		39		—

Net realized gains (losses) on investments	(1,828)		748		(1,599)		1,295
Foreign currency transactions	1,363		$	512	4,051		172
Net realized gains (losses)	$	(465)	$	1,260	$	2,452	$	1,467

Net Unrealized Appreciation (Depreciation)

Net unrealized appreciation (depreciation) during the three and six months ended June 30, 2022 and 2021 was as follows:


	Three Months Ended		Three Months Ended		Six Months Ended		Six Months Ended
($ in thousands)	June 30, 2022		June 30, 2021		June 30, 2022		June 30, 2021











































Net unrealized appreciation (depreciation)
Non-Control / Non-Affiliate investments	$	(23,571)	$	953	$	(30,118)	$	2,935

Affiliate investments	(3,702)		(124)		5,211		(309)

Net unrealized appreciation (depreciation) on investments	(27,273)		829		(24,907)		2,626
Foreign currency transactions	14,364		(437)		14,329		1,317
Net unrealized appreciation (depreciation)	$	(12,909)	$	392	$	(10,578)	$	3,943

Financial Condition, Liquidity and Capital Resources

Cash Flows

For the six months ended June 30, 2022, we experienced a net increase in cash in the amount of $108.9 million. During that period, our operating activities used $237.2 million in cash, consisting primarily of purchases of portfolio investments of $331.2 million, partially offset by proceeds from sales of portfolio investments totaling $71.0 million. In addition, our financing activities provided $346.1 million of cash, consisting primarily of net proceeds from the issuance the February 2027 Notes of $99.9 million, borrowings under the ING Credit Facility totaling $213.6 million and proceeds from the issuance of common stock of $113.9 million, partially offset by repayment of the September 2020 Subscription Facility totaling $66.4 million and dividends paid in the amount of $14.1 million. As of June 30, 2022, we had $153.9 million of cash on hand, including foreign currencies.

For the six months ended June 30, 2021, we experienced a net increase in cash in the amount of $23.0 million. During that period, our operating activities used $296.4 million in cash, consisting primarily of purchases of portfolio investments of $390.7 million and purchases of short-term investments of $82.9 million, partially offset by proceeds from sales of portfolio investments totaling $55.5 million and sales of short-term investments of $111.0 million. In addition, our financing activities provided $319.5 million of cash, consisting primarily of net borrowings under the September 2020 Subscription Facility and the ING Credit Facility totaling $213.5 million and proceeds from the issuance of common stock of $109.0 million, partially offset by dividends paid in the amount of $3.0 million. As of June 30, 2021, we had $29.5 million of cash on hand, including foreign currencies.

Financing Transactions

September 2020 Subscription Facility

party thereto. The September 2020 Subscription Facility initially allowed us to borrow up to $160 million, reduced to $110 million in October 2021, at any one time outstanding, subject to certain restrictions, including availability under the borrowing base, which was based on unused capital commitments from different categories of investors (with varying advance rates amongst the different categories of investors).

The amount of permissible borrowings under the September 2020 Subscription Facility could be increased to an agreed-upon amount with the consent of the administrative agent. The September 2020 Subscription Facility had a maturity date of September 21, 2022. On March 25, 2022, following the repayment of all borrowings, interest, and fees payable thereunder, and at our the election, the September 2020 Subscription Facility was terminated, including all commitments and obligations with Société Générale to lend and make advances to us. In connection with the termination, the pro rata portion of the unamortized deferred financing costs related to the September 2020 Subscription Facility was written off and recognized as a loss on extinguishment of debt in our Unaudited Consolidated Statements of Operations.

We made customary representations and warranties and were required to comply with various covenants, reporting requirements and other customary requirements for similar credit facilities. Borrowings under the September 2020 Subscription Facility were subject to the leverage restrictions applicable to us that are contained in the 1940 Act.

ING Capital Credit Facility

On January 15, 2021, we entered into a senior secured revolving credit facility (as subsequently amended and restated, the “ING Credit Facility”) with ING Capital LLC (“ING”), as administrative agent, and the lenders party thereto. The initial commitments under the ING Credit Facility totaled $65.0 million.

On April 30, 2021, we amended and restated the credit agreement governing the ING Credit Facility to increase the total commitments under the facility to $325.0 million and include a $25.0 million letter of credit sub-facility. On July 22, 2021, we entered into an incremental commitment and assumption agreement to increase the aggregate commitments under the ING Credit Facility to $500.0 million. As amended as of March 31, 2022, we had aggregate commitments from lenders of $500.0 million under the ING Credit Facility, the maximum commitment then allowed under the ING Credit Facility. On April 25, 2022, we amended the ING Credit Facility to, among other things, (i) increase total commitments from lenders to $625.0 million from $500.0 million, (ii) upsize the accordion feature under the ING Credit Facility to allow for an increase in aggregate commitments thereunder from new and existing lenders on the same terms and conditions as the existing commitments up to a total of $800.0 million, subject to certain conditions and the satisfaction of specified financial covenants, and (iii) replace the LIBOR benchmark provisions under the ING Credit Facility with SOFR benchmark provisions.

period under the ING Credit Facility terminates on April 30, 2025, and the final maturity date of the ING Credit Facility is scheduled for April 30, 2026.

Borrowings under the ING Credit Facility bear interest on a per annum basis equal to (i) for borrowings denominated in U.S. Dollars, subject to our election, the alternate base rate plus 1.15% or the adjusted eurocurrency rate plus 2.15%, (ii) for borrowings denominated in Pounds Sterling, Swiss Francs, Euros, Canadian Dollars, Danish Krone, Norwegian Krone or Swedish Krona, the adjusted eurocurrency rate plus 2.15%, (iii) for borrowings denominated in Australian Dollars, the adjusted eurocurrency rate plus 2.35%, or (iv) for borrowings denominated in New Zealand Dollars, the adjusted eurocurrency rate plus 2.45%. The alternate base rate is equal to the greatest of (i) the prime rate, (ii) the federal funds rate plus 0.50%, (iii) the overnight bank funding rate plus 0.50%, (iv) the adjusted three-month LIBOR plus 1.00% and (v) 1.00%. The adjusted eurocurrency rate is equal to the eurocurrency rate for the applicable interest period plus any applicable statutory reserve rate for such interest period, subject to a 0.00% floor. We pay a commitment fee on undrawn amounts under the ING Credit Facility. In connection with the amendment to the ING Credit Facility on April 25, 2022, we replaced the LIBOR benchmark provisions under the ING Credit Facility with SOFR benchmark provisions.

ING and other lenders under the ING Credit Facility, and their respective affiliates, may from time to time receive customary fees and expenses in the performance of investment banking, financial advisory or other services for us. As of June 30, 2022, we were in compliance with all covenants of the ING Credit Facility.

We, one of our subsidiaries, BCIC Holdings, Inc., ING, as administrative agent, the financing agents and designated indebtedness holders that become parties thereto and ING, as collateral agent, also entered into a guarantee, pledge and security agreement, dated as of January 15, 2021, pursuant to which our obligations under the ING Credit Facility are secured by a first-priority security interest (subject to certain exceptions) in substantially all of our and our subsidiary guarantors’ present and future property and assets.

As of June 30, 2022, we had U.S. dollar borrowings of $470.0 million under the ING Credit Facility with an interest rate of 4.211% (with Term SOFR borrowings subject to one month SOFR of 1.505% and ABR borrowings subject to the Prime Rate of 4.75%), borrowings denominated in British pounds sterling of £33.2 million ($40.3 million U.S. dollars) with an interest rate of 3.122% (one month GBP LIBOR of 0.972%), borrowings denominated in Euros of €63.5 million ($66.4 million U.S. dollars) with an interest rate of 2.150% (one month EURIBOR of 0.000%) and borrowings denominated in Australian Dollars of A$25.5 million ($17.5 million U.S. dollars) with an interest rate of 3.275% (one month AUD Screen Rate of 1.125%). The borrowings denominated in foreign currencies were translated into U.S. dollars based on the spot rate at the relevant balance sheet date. The impact resulting from changes in foreign exchange rates on the ING Credit Facility borrowings is included in “unrealized appreciation (depreciation) - foreign currency transactions” in our Unaudited Consolidated Statement of Operations.

February 2027 Notes

On February 22, 2022, we entered into a Note Purchase Agreement (the “February 2022 NPA”) governing the issuance of $100.0 million in aggregate principal amount of senior unsecured notes due February 22, 2027 (the “February 2027 Notes”), in each case, to qualified institutional investors in a private placement. The February 2027 Notes were delivered and paid for on February 22, 2022.

does not satisfy certain investment grade rating conditions, and (y) at any time after we have received an investment grade rating for the February 2027 Notes, 0.75% per year, to the extent the February 2027 Notes thereafter fail to satisfy certain investment grade rating conditions.

The February 2027 Notes will mature on February 22, 2027 unless redeemed, purchased or prepaid prior to such date by us in accordance with the terms of the February 2022 NPA. Interest on the February 2027 Notes will be due semiannually in February and August of each year, beginning in August 2022. In addition, we are obligated to offer to repay the February 2027 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 2022 NPA, we may redeem the February 2027 Notes in whole or in part at any time or from time to time at our option at par plus accrued interest to the prepayment date and, if redeemed on or before August 22, 2026, a make-whole premium.

The February 2022 NPA contains certain representations and warranties, and various covenants and reporting requirements customary for agreements of this type, including, without limitation, information reporting, maintenance of our status as a BDC within the meaning of the 1940 Act, and certain restrictions with respect to transactions with affiliates, fundamental changes, changes of line of business, liens, restricted payments, and investments. In addition, the February 2022 NPA contains the following financial covenants: (a) maintaining a minimum obligors’ net worth, measured as of each fiscal quarter-end; (b) not permitting our asset coverage ratio, as of the date of the incurrence of any debt for borrowed money or the making of any cash dividend to shareholders, to be less than the statutory minimum then applicable to us under the 1940 Act; and (c) not permitting our net debt to equity ratio to exceed 2.0x, measured as of each fiscal quarter-end.

The February 2022 NPA also contains customary events of default with customary cure and notice periods, including, without limitation, nonpayment, incorrect representation in any material respect, breach of covenant, cross-default under other indebtedness or that of our subsidiary guarantors, if any, certain judgements and orders, and certain events of bankruptcy. Upon the occurrence of certain events of default, the holders of at least 66-2/3% in principal amount of the February 2027 Notes at the time outstanding may declare all February 2027 Notes then outstanding to be immediately due and payable.

Our obligations under the February 2022 NPA are general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by us. As of ~~March 31,~~June 30, 2022, we were in compliance with all covenants under the February 2022 NPA.

The February 2027 Notes were offered in reliance on Section 4(a)(2) of the Securities ~~Act of 1933, as amended (the “Securities Act”).~~Act. The February 2027 Notes have not and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, as applicable.

As of March 31, 2022, the fair value of the February 2027 Notes was $94.9 million. The fair value determinations of the February 2027 Notes were based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.

Distributions to Stockholders

We intend to pay quarterly distributions to our stockholders out of assets legally available for distribution. We have adopted a dividend reinvestment plan (“DRIP”) that provides for reinvestment of dividends on behalf of our stockholders, unless a stockholder elects to receive cash. As a result, when we declare a dividend, stockholders who have not opted out of the DRIP will have their dividends automatically reinvested in shares of our common stock, rather than receiving cash dividends.

We have elected for federal income tax purposes to be treated, and intend to qualify annually, as a RIC under the Code, and intend to make the required distributions to our stockholders as specified therein. In order to maintain our tax treatment as a RIC and to obtain RIC tax benefits, we must meet certain minimum distribution, source-of-income and asset diversification requirements. If such requirements are met, then we are generally required to pay income taxes only on the portion of our taxable income and gains we do not distribute (actually or constructively) and certain built-in gains. We monitor our distribution requirements with the goal of ensuring compliance with the Code. We can offer no assurance that we will achieve results that will permit the payment of any level of cash distributions and our ability to make distributions will be limited by the asset coverage requirement and related provisions under the 1940 Act and contained in any applicable indenture or financing agreement and related supplements. In addition, in order to satisfy the annual distribution requirement applicable to RICs, we may declare a significant portion of our dividends in shares of our common stock instead of in cash. A stockholder generally would be subject to tax on 100% of the fair market value of the dividend on the date the dividend is received by the stockholder in the same manner as a cash dividend, even though a portion of the dividend was paid in shares of our common stock.

The minimum distribution requirements applicable to RICs require us to distribute to our stockholders each year at least 90% of our investment company taxable income (“ICTI”), as defined by the Code. Depending on the level of ICTI and net capital gain, if any, earned in a tax year, we may choose to carry forward income in excess of current year distributions into the next tax year and pay a 4% U.S. federal excise tax on such excess. Any such carryover income must be distributed before the end of the next tax year through a dividend declared prior to filing the final tax return related to the year which generated such income.

ICTI generally differs from net investment income for financial reporting purposes due to temporary and permanent differences in the recognition of income and expenses. We may be required to recognize ICTI in certain circumstances in which we do not receive cash. For example, if we hold debt obligations that are treated under applicable tax rules as having original issue discount (“OID”) (such as debt instruments issued with warrants), we must include in ICTI each year a portion of the OID that accrues over the life of the obligation, regardless of whether cash representing such income is received by us in the same taxable year. We may also have to include in ICTI other amounts that we have not yet received in cash, such as (i) PIK interest income and (ii) interest income from investments that have been classified as non-accrual for financial reporting purposes. Interest income on non-accrual investments is not recognized for financial reporting purposes, but generally is recognized in ICTI. Because any OID or other amounts accrued will be included in our ICTI for the year of accrual, we may be required to make a distribution to our stockholders in order to satisfy the minimum distribution requirements, even though we will not have received and may not ever receive any corresponding cash amount. ICTI also excludes net unrealized appreciation or depreciation, as investment gains or losses are not included in taxable income until they are realized.

Recent Developments

Subsequent to ~~March 31,~~June 30, 2022, we made ~~approximately $101.1~~ approximately $110.6 million of new commitments, of which ~~$76.~~3 $85.5 million closed and funded. The ~~$76.~~3$85.5 million of investments consists ~~of $64.1~~of $79.6 million of first lien senior secured debt investments, ~~$9.2~~$5.3 million of second lien senior secured and subordinated debt investments and ~~$2.9~~$0.6 million of equity investments. The weighted average yield of the debt investments was ~~7.3%~~8.1%. In addition, ~~the Company~~we funded ~~$8.2~~$8.1 million of previously committed delayed draw term loans.

On April 25, 2022, we amended the ING Credit Facility to, among other things, (i) increase total commitments from lenders to $625.0 million from $500.0 million, (ii) upsize the accordion feature under the ING Credit Facility to allow for an increase in aggregate commitments thereunder from new and existing lenders on the same terms and conditions as the existing commitments up to a total of $800.0 million, subject to certain conditions and the satisfaction of specified financial covenants, and (iii) replace the LIBOR benchmark provisions under the ING Credit Facility with SOFR benchmark provisions.

~~On May 5,~~August 9, 2022, the Board declared a quarterly dividend of ~~$0.52~~$0.53 per share payable on ~~June 15,~~September 14, 2022 to holders of record as of ~~June 8,~~September 7, 2022.

~~Critical Accounting Policies and Use of Estimates~~Valuation Techniques

The ~~preparation~~Company’s valuation techniques are based upon both observable and unobservable pricing inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. The Company’s assessment of ~~our unaudited~~the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the financial ~~statements~~instrument. An independent pricing service provider is the preferred source of pricing a loan, however, to the extent the independent pricing service provider price is unavailable or not relevant and reliable, the Company will utilize alternative approaches such as broker quotes or manual prices. The Company attempts to maximize the use of observable inputs and minimize the use of unobservable inputs. The availability of observable inputs can vary from investment to investment and is affected by a wide variety of factors, including the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets and other characteristics particular to the security.

Valuation of Investments in Banff, Thompson Rivers and Waccamaw River

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)

Level 3 Unobservable Inputs

June 30, 2022

($ in thousands)

Fair Value

Valuation
Model

Level 3
Input

Range of
Inputs

Weighted
Average

Impact to Valuation from an Increase in Input

Senior debt and 1st lien notes(1)

537,324

Yield Analysis

Market Yield

6.8% – 19.2%

10.1%

Decrease

1,895

Discounted Cash Flow Analysis

Discount Rate

9.2%

Decrease

216,526

Recent Transaction

Transaction Price

96.0% – 100.0%

97.7%

Increase

Subordinated debt and 2nd lien notes(2)

52,663

Yield Analysis

Market Yield

8.2% – 13.6%

11.6%

Decrease

5,750

Market Approach

Adjusted EBITDA Multiple

10.3x

Increase

31,590

Recent Transaction

Transaction Price

92.7% – 98.0%

96.2%

Increase

Structured products

13,890

Discounted Cash Flow Analysis

Discount Rate

5.5% – 13.0%

9.0%

Decrease

Equity shares(3)

74,308

Market Approach

Adjusted EBITDA Multiple

5.9x – 49.5x

12.0x

Increase

13,292

Recent Transaction

Transaction Price

$0.98 – $7,876

$82.55

Increase

Warrants

—

Market Approach

Adjusted EBITDA Multiple

6.7x – 19.5x

N/A

Increase

December 31, 2021

($ in thousands)

Fair Value

Valuation
Model

Level 3
Input

Range of
Inputs

Weighted
Average

Impact to Valuation from an Increase in Input

Senior debt and 1st lien notes(1)

320,216

Yield Analysis

Market Yield

5.2% – 16.2%

7.4%

Decrease

243,352

Recent Transaction

Transaction Price

97.0% – 99.0%

97.8%

Increase

Subordinated debt and 2nd lien notes(2)

39,802

Yield Analysis

Market Yield

5.3% – 9.9%

9.1%

Decrease

19,049

Recent Transaction

Transaction Price

97.0% – 98.3%

98.0%

Increase

Equity shares(3)

51,487

Market Approach

Adjusted EBITDA Multiple

6.5x – 54.0x

15.3x

Increase

2,893

Recent Transaction

Transaction Price

$1 – $1000

$119

Increase

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)


	Fair Value as of June 30, 2022
($ in thousands)	Level 1		Level 2		Level 3		Total
Senior debt and 1st lien notes	$	—	$	56,570	$	763,341	$	819,911
Subordinated debt and 2nd lien notes	—		4,989		115,927		120,916
Structured products	—		15,424		13,890		29,314
Equity shares	21		2,357		90,255		92,633
Equity warrants	—		38		—		38

Investments subject to leveling	$	21	$	79,378	$	983,413	$	1,062,812
Investments in joint ventures(1)							62,289
							$	1,125,101


	Fair Value as of December 31, 2021
($ in thousands)	Level 1		Level 2		Level 3		Total
Senior debt and 1st lien notes	$	—	$	36,640	$	584,289	$	620,929
Subordinated debt and 2nd lien notes	—		15,471		76,826		92,297
Structured products	—		30,900		—		30,900
Equity shares	19		2,056		57,526		59,601
Equity warrants	—		163		—		163

Investments subject to leveling	$	19	$	85,230	$	718,641	$	803,890
Investment in joint ventures (1)							$	61,253
							$	865,143

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)


Six Months Ended June 30, 2022: ($ in thousands)	Senior Debt and 1st Lien Notes		Subordinated Debt and 2nd Lien Notes		Structured Products		Equity Shares		Total
Fair value, beginning of period	$	584,289	$	76,826	$	—	$	57,526	$	718,641
New investments	226,168		32,275		4,520		17,179		280,142
Transfers into (out of) Level 3	(6,834)		10,292		9,811		3,518		16,787
Proceeds from sales of investments	823		—		—		—		823
Loan origination fees received	(4,938)		(607)		—		—		(5,545)
Principal repayments received	(19,405)		—		—		—		(19,405)
Payment in kind interest	614		608		—		—		1,222
Accretion of loan premium/discount	109		37		—		—		146
Accretion of deferred loan origination revenue	1,598		87		—		—		1,685
Realized loss	(1,620)		—		—		—		(1,620)
Unrealized appreciation (depreciation)	(17,463)		(3,591)		(441)		12,032		(9,463)
Fair value, end of period	$	763,341	$	115,927	$	13,890	$	90,255	$	983,413


Six Months Ended June 30, 2021: ($ in thousands)	Senior Debt and 1st Lien Notes		Subordinated Debt and 2nd Lien Notes		Equity Shares		Total
Fair value, beginning of period	$	125,325	$	1,236	$	122	$	126,683
New investments	275,485		57,876		2,326		335,687
Transfers into Level 3	—		—		2,884		2,884
Proceeds from sales of investments	(114,517)		(3,889)		—		(118,406)
Loan origination fees received	(6,848)		(1,408)		—		(8,256)
Principal repayments received	(1,816)		(742)		—		(2,558)
Payment in kind interest	211		—		—		211
Accretion of loan premium/discount	13		29		—		42
Accretion of deferred loan origination revenue	496		18		—		514
Realized gain (loss)	1,270		(4)		—		1,266
Unrealized appreciation (depreciation)	(892)		565		383		56
Fair value, end of period	$	278,727	$	53,681	$	5,715	$	338,123

All realized gains and losses and unrealized appreciation and depreciation are included in earnings (changes in net assets) and are reported on separate line items within the Company’s Unaudited Consolidated Statement of Operations. Pre-tax net unrealized depreciation on Level 3 investments of $18.0 million and $9.3 million during the three and six months ended June 30, 2022, respectively, were related to portfolio company investments that were still held by the Company as of June 30, 2022. Pre-tax net unrealized appreciation on Level 3 investments of $0.6 million and $1.0 million during the three and six months ended June 30, 2021, respectively, were related to portfolio company investments that were still held by the Company as of June 30, 2021.

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)

Unsettled Purchases and Sales of Investments

Realized Gain or Loss and Unrealized Appreciation or Depreciation of Portfolio Investments

Investment Classification

In accordance with the provisions of the 1940 Act, the Company classifies investments by level of control. As defined in the 1940 Act, “Control Investments” are investments in those companies that the Company is deemed to “Control.” “Affiliate Investments” are investments in those companies that are “Affiliated Persons” of the Company, as defined in the 1940 Act, other than Control Investments. “Non-Control / Non-Affiliate Investments” are those that are neither Control Investments nor Affiliate Investments. Generally, under the 1940 Act, the Company is deemed to control a company in which it has invested if the Company owns more than 25.0% of the voting securities (i.e., securities with the right to elect directors) and/or has the power to exercise control over the management or policies of such portfolio company. As of June 30, 2022, the Company does not “Control” any of its portfolio companies for the purposes of the 1940 Act. Under the 1940 Act, the Company is deemed to be an Affiliated Person of a company in which the Company has invested if it owns at least 5.0%, but no more than 25.0%, of the outstanding voting securities of such company.

Short-Term Investments

Short-term investments represent investments in money market funds.

Investment Income

Interest income, including amortization of premium and accretion of discount, is recorded on the accrual basis to the extent that such amounts are expected to be collected. Generally, when interest and/or principal payments on a loan become past due, or if the Company otherwise does not expect the borrower to be able to service its debt and other obligations, the Company will place the loan on non-accrual status and will generally cease recognizing interest income on that loan for financial reporting purposes until all principal and interest have been brought current through payment or due to a restructuring such that the interest income is deemed to be collectible. The Company writes off any previously accrued and uncollected interest when it is determined that interest is no longer considered collectible. As of June 30, 2022, the Company had no non-accrual assets. Dividend income is recorded on the ex-dividend date.

Payment-in-Kind Interest

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)

Fee Income

Fee income for the three and six months ended June 30, 2022 and 2021 was as follows:


	Three Months Ended		Three Months Ended		Six Months Ended		Six Months Ended
($ in thousands)	June 30, 2022		June 30, 2021		June 30, 2022		June 30, 2021
Recurring Fee Income:
Amortization of loan origination fees	$	800	$	327	$	1,488	$	528
Management, valuation and other fees	274		105		544		180
Total Recurring Fee Income	1,074		432		2,032		708
Non-Recurring Fee Income:

Acceleration of unamortized loan origination fees	244		23		265		44
Advisory, loan amendment and other fees	410		16		446		14
Total Non-Recurring Fee Income	654		39		711		58
Total Fee Income	$	1,728	$	471	$	2,743	$	766

Offering Costs

Other General and Administrative Expenses

Concentration of Credit Risk

As of June 30, 2022, all of the Company's assets were or will be pledged as collateral for the ING Credit Facility.

The Company places its cash with financial institutions and, at times, cash may exceed insured limits under applicable law.

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)

Investments Denominated in Foreign Currency

In addition, during both the six months ended June 30, 2022 and June 30, 2021, the Company entered into forward currency contracts primarily to help mitigate the impact that an adverse change in foreign exchange rates would have on the Company's investments denominated in foreign currencies. Net unrealized appreciation or depreciation on foreign currency contracts are included in “Net unrealized appreciation (depreciation) - foreign currency transactions” and net realized gains or losses on forward currency contracts are included in “Net realized gains (losses) - foreign currency transactions” in the Company’s Unaudited Consolidated Statement of Operations.

4. INCOME TAXES

The Company has elected for federal income tax purposes to be treated, and intends to qualify annually, as a RIC under the Code and intends to make the required distributions to its stockholders as specified therein. In order to maintain its tax treatment as a RIC, the Company must meet certain ~~estimates~~minimum distribution, source-of-income and ~~assumptions~~asset diversification requirements. If such requirements are met, then the Company is generally required to pay taxes only on the portion of its taxable income and gains it does not distribute (actually or constructively) and certain built-in gains. The Company has historically met its minimum distribution requirements and continually monitors its distribution requirements with the goal of ensuring compliance with the Code.

Depending on the level of investment company taxable income (“ICTI”) and net capital gains, if any, or taxable income, the Company may choose to carry forward undistributed taxable income and pay a 4% nondeductible U.S. federal excise tax on certain undistributed income unless the Company distributes, in a timely manner, an amount at least equal to the sum of (i) 98% of net ordinary income for each calendar year, (ii) 98.2% of the amount by which capital gains exceed capital losses (adjusted for certain ordinary losses) for the one-year period ending October 31 in that ~~affect~~calendar year and (iii) certain undistributed amounts from previous years on which the ~~reported amounts~~Company paid no U.S. federal income tax. Any such carryover of taxable income must be distributed before the end of that next tax year through a dividend declared prior to filing of the tax return related to the year which generated such taxable income not to be subject to U.S. federal income tax.

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)

For federal income tax purposes, the cost of investments owned as of June 30, 2022 and December 31, 2021 was approximately $1,139.3 million and $854.7 million, respectively. As of June 30, 2022, net unrealized appreciation on the Company's investments (tax basis) was approximately $5.3 million, consisting of gross unrealized appreciation, where the fair value of the Company's investments exceeds their tax cost, of approximately $38.9 million and gross unrealized depreciation, where the tax cost of the Company's investments exceeds their fair value, of approximately $33.7 million. As of December 31, 2021, net unrealized appreciation on the Company’s investments (tax basis) was approximately $15.8 million, consisting of gross unrealized appreciation, where the fair value of the Company’s investments exceeds their tax cost, of approximately $20.5 million and gross unrealized depreciation, where the tax cost of the Company’s investments exceeds their fair value, of approximately $4.7 million.

In addition, the Company has a wholly-owned taxable subsidiary (the "Taxable Subsidiary"), which holds certain portfolio investments. The Taxable Subsidiary is consolidated for financial reporting purposes, such that the Company's consolidated financial statements reflects the Company’s investments in the portfolio companies owned by the Taxable Subsidiary. The purpose of the Taxable Subsidiary is to permit the Company to hold certain portfolio companies that are organized as LLCs (or other forms of pass-through entities) and still satisfy the RIC tax requirement that at least 90% of the RIC’s gross revenue for income tax purposes must consist of qualifying investment income. Absent the Taxable Subsidiary, a proportionate amount of any gross income of an LLC (or other pass-through entity) portfolio investment would flow through directly to the RIC. To the extent that such income did not consist of qualifying investment income, it could jeopardize the Company's ability to qualify as a RIC and therefore cause the Company to incur significant amounts of federal income taxes. When LLCs (or other pass-through entities) are owned by the Taxable Subsidiary, their income is taxed to the Taxable Subsidiary and does not flow through to the RIC, thereby helping the Company preserve its RIC tax treatment and resultant tax advantages. The Taxable Subsidiary is not consolidated for income tax purposes and may generate income tax expense or benefit as a result of their ownership of the portfolio companies. This income tax expense or benefit, if any, is reflected in the Company's Unaudited and Audited Consolidated Statement of Operations. Additionally, any unrealized appreciation related to portfolio investments held by the Taxable Subsidiary (net of unrealized depreciation related to portfolio investments held by the Taxable Subsidiary), if any, will be reflected net of applicable federal and state income taxes, if any, in the Company's Unaudited Consolidated Statement of Operations, with the related deferred tax assets or liabilities, if any, included in "Accounts payable and accrued liabilities" in the Company’s Unaudited and Audited Consolidated Balance Sheet. As of June 30, 2022, the Company recorded a net deferred tax liability of $0.2 million pertaining to tax basis differences in the Taxable Subsidiary's investment in certain partnership interests.

5. BORROWINGS

The Company had the following borrowings outstanding as of June 30, 2022 and December 31, 2021:


Issuance Date ($ in thousands)	Maturity Date	Interest Rate as of June 30, 2022	June 30, 2022		December 31, 2021
Subscription Facility:
September 21, 2020	NA	NA	$	—	$	67,954
Total Subscription Facility			$	—	$	67,954
Credit Facility:
January 15, 2021	April 30, 2026	3.879%	$	594,241	$	390,155
Total Credit Facility			$	594,241	$	390,155
Notes:
February 22, 2022	February 22, 2027	4.750%	$	100,000	$	—
(Less: Deferred financing fees)			$	(331)	$	—
Total Notes			$	99,669	$	—

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)

September 2020 Subscription Facility

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)

ING Capital Credit Facility

On April 30, 2021, the Company amended and restated the credit agreement governing the ING Credit Facility to increase the total commitments under the facility to $325.0 million and include a $25.0 million letter of credit sub-facility. On July 22, 2021, the Company entered into an incremental commitment and assumption agreement to increase the aggregate commitments under the ING Credit Facility to $500.0 million. As amended as of March 31, 2022, the Company had aggregate commitments from lenders of $500.0 million under the ING Credit Facility, the maximum commitment then allowed under the ING Credit Facility. On April 25, 2022, the Company amended the ING Credit Facility to, among other things, (i) increase total commitments from lenders to $625.0 million from $500.0 million, (ii) upsize the accordion feature under the ING Credit Facility to allow for an increase in aggregate commitments thereunder from new and existing lenders on the same terms and conditions as the existing commitments up to a total of $800.0 million, subject to certain conditions and the satisfaction of specified financial covenants, and (iii) replace the LIBOR benchmark provisions under the ING Credit Facility with SOFR benchmark provisions.

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)

February 2027 Notes

The February 2027 Notes, for which the Company is required to obtain an initial rating by June 30, 2022, have a fixed interest rate of 4.75% per year, subject to a step up of (x) 1.25% per year, to the extent that the initial rating for the February 2027 Notes does not satisfy certain investment grade rating conditions, and (y) at any time after the Company has received an investment grade rating for the February 2027 Notes, 0.75% per year, to the extent the February 2027 Notes thereafter fail to satisfy certain investment grade rating conditions.

The February 2022 NPA contains certain representations and warranties, and various covenants and reporting requirements customary for agreements of this type, including, without limitation, information reporting, maintenance of the Company’s status as a BDC within the meaning of the 1940 Act, and certain restrictions with respect to transactions with affiliates, fundamental changes, changes of line of business, liens, restricted payments, and investments. In addition, the February 2022 NPA contains the following financial covenants: (a) maintaining a minimum obligors’ net worth, measured as of each fiscal quarter-end; (b) not permitting the Company’s asset coverage ratio, as of the date of the ~~financial statements and~~incurrence of any debt for borrowed money or the ~~reported amounts~~making of ~~revenues and expenses for~~any cash dividend to shareholders, to be less than the periods covered by such financial statements. We have identified investment valuation and revenue recognition as our most critical accounting estimates. On an ongoing basis, we evaluate our estimates, including those relatedstatutory minimum then applicable to the ~~matters described below. These estimates~~Company under the 1940 Act; and (c) not permitting the Company’s net debt to equity ratio to exceed 2.0x, measured as of each fiscal quarter-end.

The Company’s obligations under the February 2022 NPA are general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company. As of June 30, 2022, the Company was in compliance with all covenants under the February 2022 NPA.

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)

The February 2027 Notes were offered in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The February 2027 Notes have not and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, as applicable.

6. DERIVATIVE INSTRUMENTS

The Company enters into forward currency contracts from time to time to primarily help mitigate the impact that an adverse change in foreign exchange rates would have on net interest income from the Company’s investments and related borrowings denominated in foreign currencies. Net unrealized appreciation or depreciation on foreign currency contracts are included in “Net unrealized appreciation (depreciation) - foreign currency transactions” and net realized gains or losses on forward currency contracts are included in “Net realized gains (losses) - foreign currency transactions” in the Unaudited Consolidated Statement of Operations. Forward currency contracts are considered undesignated derivative instruments.

The following tables present the Company's foreign currency forward contracts as of June 30, 2022 and December 31, 2021:

As of June 30, 2022

Description

($ in thousands)

Notional Amount to be Purchased

Notional Amount to be Sold

Maturity Date

Gross Amount of Recognized Assets (Liabilities)

Balance Sheet Location of Net Amounts

Foreign currency forward contract (AUD)

$29,465

A$39,283

07/07/22

2,340

Prepaid expense and other assets

Foreign currency forward contract (AUD)

A$39,283

$27,149

07/07/22

(24)

Derivative liability

Foreign currency forward contract (AUD)

$27,704

A$40,052

10/06/22

Prepaid expense and other assets

Foreign currency forward contract (CAD)

$4,606

C$5,765

07/07/22

127

Prepaid expense and other assets

Foreign currency forward contract (CAD)

C$5,765

$4,483

07/07/22

(5)

Derivative liability

Foreign currency forward contract (CAD)

$4,496

C$5,780

10/06/22

Prepaid expense and other assets

Foreign currency forward contract (DKK)

3,552kr.

$503

07/07/22

(3)

Derivative liability

Foreign currency forward contract (DKK)

$531

3,552kr.

07/07/22

Prepaid expense and other assets

Foreign currency forward contract (DKK)

$511

3,585kr.

10/06/22

Prepaid expense and other assets

Foreign currency forward contract (EUR)

€68,233

$71,845

07/07/22

(406)

Derivative liability

Foreign currency forward contract (EUR)

$43,848

€39,433

07/07/22

2,562

Prepaid expense and other assets

Foreign currency forward contract (EUR)

$30,869

€28,800

07/07/22

716

Prepaid expense and other assets

Foreign currency forward contract (EUR)

$2,119

€2,000

10/06/22

Prepaid expense and other assets

Foreign currency forward contract (EUR)

$66,208

€62,479

10/06/22

361

Prepaid expense and other assets

Foreign currency forward contract (GBP)

£9,030

$11,013

07/07/22

(29)

Derivative liability

Foreign currency forward contract (GBP)

$11,181

£8,800

07/07/22

477

Prepaid expense and other assets

Foreign currency forward contract (GBP)

$300

£230

07/07/22

Prepaid expense and other assets

Foreign currency forward contract (GBP)

$11,234

£9,195

10/06/22

Prepaid expense and other assets

Foreign currency forward contract (NZD)

$4,852

NZ$7,023

07/07/22

466

Prepaid expense and other assets

Foreign currency forward contract (NZD)

NZ$7,023

$4,392

07/07/22

(7)

Derivative liability

Foreign currency forward contract (NZD)

$4,384

NZ$7,019

10/06/22

Prepaid expense and other assets

Foreign currency forward contract (CHF)

1,200Fr.

$1,255

07/07/22

Prepaid expense and other assets

Foreign currency forward contract (CHF)

$1,253

1,200Fr.

07/07/22

(4)

Derivative liability

Foreign currency forward contract (CHF)

$1,263

1,200Fr.

10/06/22

(2)

Derivative liability

Total

6,706

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)


As of December 31, 2021 Description ($ in thousands)	Notional Amount to be Purchased	Notional Amount to be Sold	Maturity Date	Gross Amount of Recognized Assets (Liabilities)		Balance Sheet Location of Net Amounts
Foreign currency forward contract (AUD)	$12,250	A$8,906	01/06/22	$	(1)	Derivative liability
Foreign currency forward contract (AUD)	A$8,834	$12,250	01/06/22	(71)		Derivative liability
Foreign currency forward contract (AUD)	$5,503	€7,659	04/08/22	(66)		Derivative liability

Foreign currency forward contract (CAD)	€5,580	$4,366	01/06/22	44		Prepaid expense and other assets
Foreign currency forward contract (CAD)	€4,373	$5,580	01/06/22	(36)		Derivative liability
Foreign currency forward contract (CAD)	$270	£349	04/08/22	(6)		Derivative liability
Foreign currency forward contract (CAD)	$4,439	£5,675	04/08/22	(44)		Derivative liability

Foreign currency forward contract (DKK)	£3,526	$537	01/06/22	2		Prepaid expense and other assets
Foreign currency forward contract (DKK)	£551	$3,526	01/06/22	12		Prepaid expense and other assets
Foreign currency forward contract (DKK)	£531	$3,481	04/08/22	(2)		Derivative liability

Foreign currency forward contract (EUR)	£20,807	$23,557	01/06/22	119		Prepaid expense and other assets
Foreign currency forward contract (EUR)	£5,181	$4,500	01/06/22	61		Prepaid expense and other assets
Foreign currency forward contract (EUR)	£18,704	$16,307	01/06/22	149		Prepaid expense and other assets
Foreign currency forward contract (EUR)	£10,436	$9,200	04/08/22	(54)		Derivative liability
Foreign currency forward contract (EUR)	£25,362	$22,357	04/08/22	(129)		Derivative liability

Foreign currency forward contract (GBP)	£8,566	$11,504	01/06/22	96		Prepaid expense and other assets
Foreign currency forward contract (GBP)	£4,068	$5,418	04/08/22	88		Prepaid expense and other assets
Foreign currency forward contract (GBP)	£11,472	$8,566	01/06/22	(129)		Derivative liability
Total				$	33

7. COMMITMENTS AND CONTINGENCIES

As of June 30, 2022, the ~~information~~Company had $568.7 million in total capital commitments from investors of which $5.0 million was from C.M. Life Insurance Company, an affiliate of MassMutual and the Adviser, and $95.0 million was from MassMutual. As of June 30, 2022, all commitments have been funded.

In the normal course of business, the Company is party to financial instruments with off-balance sheet risk, consisting primarily of unused commitments to extend financing to the Company’s portfolio companies. Since commitments may expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements. As of June 30, 2022, the Company believed that it had adequate financial resources to satisfy its unfunded commitments. The balances of unused commitments to extend financing as of June 30, 2022 and December 31, 2021 were as follows:


Portfolio Company ($ in thousands)	Investment Type	June 30, 2022		December 31, 2021
Acclime Holdings HK Limited(1)	Delayed Draw Term Loan	$	—	$	141
Acclime Holdings HK Limited(1)	Delayed Draw Term Loan	—		776
Accurus Aerospace Corporation(1)(2)	Revolver	922		—
Air Comm Corporation, LLC(1)	Delayed Draw Term Loan	108		108
Air Comm Corporation, LLC(1)	Delayed Draw Term Loan	1,150		1,150
Amtech LLC(1)	Delayed Draw Term Loan	909		909
Amtech LLC(1)	Revolver	227		227
AnalytiChem Holding GmbH(1)(2)(3)	Delayed Draw Term Loan	—		2,582
AnalytiChem Holding GmbH(1)(2)(3)	Incremental Term Loan	428		—
AnalytiChem Holding GmbH(1)(2)(3)	Bridge Revolver	168		—
Aquavista Watersides 2 LTD(1)(2)(4)	Bridge Revolver	135		151

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)


Portfolio Company ($ in thousands)	Investment Type	June 30, 2022	December 31, 2021
Aquavista Watersides 2 LTD(1)(2)(4)	Acquisition Facility	844	941
Astra Bidco Limited(1)(2)(4)	Delayed Draw Term Loan	690	769
Avance Clinical Bidco Pty Ltd(1)(2)(5)	Delayed Draw Term Loan	990	1,046
Azalea Buyer, Inc.(1)	Delayed Draw Term Loan	641	641
Azalea Buyer, Inc.(1)	Revolver	282	321
Bariacum S.A(1)(2)(3)	Acquisition Facility	627	682
Beyond Risk Management, Inc.(1)(2)	Delayed Draw Term Loan	2,423	2,573
BigHand UK Bidco Limited(1)(2)(4)	Acquisition Facility	—	99
Bounteous, Inc.(1)	Delayed Draw Term Loan	2,580	2,580
Brightpay Limited(1)(2)(3)	Delayed Draw Term Loan	178	389
Brightpay Limited(1)(2)(3)	Delayed Draw Term Loan	119	130
BrightSign LLC(1)(2)	Revolver	715	715
British Engineering Services Holdco Limited(1)(2)(4)	Bridge Revolver	—	86
CAi Software, LLC(1)(2)	Revolver	707	707
Canadian Orthodontic Partners Corp.(1)(2)(6)	Delayed Draw Term Loan	112	160
Ceres Pharma NV(1)(2)(3)	Delayed Draw Term Loan	916	996
CGI Parent, LLC(1)	Revolver	1,653	—
Coastal Marina Holdings, LLC(1)(2)	PIK Tranche B Term Loan	656	656
Coastal Marina Holdings, LLC(1)(2)	Tranche A Term Loan	1,788	1,788
Comply365, LLC(1)(2)	Revolver	556	—
Coyo Uprising GmbH(1)(2)(3)	Delayed Draw Term Loan	989	1,076
Crash Champions, LLC(1)(2)	Delayed Draw Term Loan	237	2,712
CSL DualCom(1)(2)(4)	Acquisition Term Loan	1,114	1,242
DecksDirect, LLC(1)(2)	Revolver	153	218
Dune Group(1)(2)(3)	Delayed Draw Term Loan	960	1,044
Dwyer Instruments, Inc.(1)(2)	Delayed Draw Term Loan	1,094	1,094
Eclipse Business Capital, LLC(1)	Revolver	3,234	5,840
EMI Porta Holdco LLC(1)	Delayed Draw Term Loan	4,475	5,339
EMI Porta Holdco LLC(1)	Revolver	859	1,271
EPS NASS Parent, Inc.(1)	Delayed Draw Term Loan	187	425
eShipping, LLC(1)	Delayed Draw Term Loan	1,923	1,923
eShipping, LLC(1)	Revolver	1,122	930
Events Software BidCo Pty Ltd(1)(2)(5)	Delayed Draw Term Loan	440	—
Fineline Technologies, Inc.(1)	Delayed Draw Term Loan	240	240
Finexvet(1)(2)(3)	Acquisition Facility	230	—
Footco 40 Limited(1)(2)(4)	Delayed Draw Term Loan	773	—
FragilePak LLC(1)(2)	Delayed Draw Term Loan	3,779	3,779
GPZN II GmbH(1)(2)(3)	Term Loan	549	—
Heartland Veterinary Partners, LLC(1)(2)	Delayed Draw Term Loan	95	235
IGL Holdings III Corp.(1)	Delayed Draw Term Loan	—	360
Innovad Group II BV(1)(2)(3)	Delayed Draw Term Loan	817	1,206
INOS 19-090 GmbH(1)(2)(3)	Acquisition Facility	807	878
ITI Intermodal, Inc.(1)(2)	Delayed Draw Term Loan	103	103
ITI Intermodal, Inc.(1)(2)	Revolver	124	124
Jaguar Merger Sub Inc.(1)(2)	Delayed Draw Term Loan	711	1,961
Jaguar Merger Sub Inc.(1)(2)	Revolver	490	490
Jon Bidco Limited(1)(2)(7)	Capex & Acquisition Facility	856	—

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)


Portfolio Company ($ in thousands)	Investment Type	June 30, 2022	December 31, 2021
Jones Fish Hatcheries & Distributors LLC(1)	Revolver	418	—
Kano Laboratories LLC(1)(2)	Delayed Draw Term Loan	1,574	1,903
Kano Laboratories LLC(1)(2)	Delayed Draw Term Loan	1,903	1,574
Lambir Bidco Limited(1)(2)(3)	Bridge Revolver	—	666
Lambir Bidco Limited(1)(2)(3)	Delayed Draw Term Loan	1,224	1,332
LeadsOnline, LLC(1)	Revolver	1,692	—
LivTech Purchaser, Inc.(1)	Delayed Draw Term Loan	130	316
Marmoutier Holding B.V.(1)(2)(3)	Delayed Draw Term Loan	372	405
Marmoutier Holding B.V.(1)(2)(3)	Revolver	149	162
Marshall Excelsior Co.(1)(2)	Revolver	416	—
MC Group Ventures Corporation(1)	Delayed Draw Term Loan	861	861
Modern Star Holdings Bidco Pty Limited(1)(2)(5)	CapEx Term Loan	340	360
Murphy Midco Limited(1)(2)(4)	Delayed Draw Term Loan	813	906
Narda Acquisitionco., Inc.(1)(2)	Revolver	684	684
Navia Benefit Solutions, Inc.(1)	Delayed Draw Term Loan	4,338	4,338
Nexus Underwriting Management Limited(1)(2)(4)	Revolver	—	53
Nexus Underwriting Management Limited(1)(2)(4)	Acquisition Facility	817	989
Novotech Aus Bidco Pty Ltd(1)(2)	Capex & Acquisition Facility C	1,042	—
OA Buyer, Inc.(1)(2)	Revolver	1,331	1,331
OAC Holdings I Corp(1)	Revolver	147	—
OG III B.V.(1)(2)(3)	Acquisition CapEx Facility	—	1,087
Omni Intermediate Holdings, LLC(1)(2)	Delayed Draw Term Loan	—	683
Omni Intermediate Holdings, LLC(1)(2)	Delayed Draw Term Loan	2,505	3,643
OSP Hamilton Purchaser, LLC(1)	Revolver	131	187
Pacific Health Supplies Bidco Pty Limited(1)(5)	CapEx Term Loan	—	343
PDQ.Com Corporation(1)	Delayed Draw Term Loan	—	868
Perimeter Master Note Business Trust(1)(2)	Secured Note - Class A	55	—
Perimeter Master Note Business Trust (1)(2)	Secured Note - Class B	55	—
Perimeter Master Note Business Trust (1)(2)	Secured Note - Class C	55	—
Perimeter Master Note Business Trust (1)(2)	Secured Note - Class D	55	—
Perimeter Master Note Business Trust (1)(2)	Secured Note - Class E	2,794	—
Polara Enterprises, L.L.C.(1)(2)	Revolver	237	273
Policy Services Company, LLC(1)(2)	Delayed Draw Term Loan	—	2,632
Premium Invest(1)(2)(3)	Acquisition Facility	732	834
ProfitOptics, LLC(1)(2)	Revolver	194	—
Protego Bidco B.V.(1)(2)(3)	Delayed Draw Term Loan	206	224
PSP Intermediate 4, LLC(1)(2)(3)	Delayed Draw Term Loan	712	—
QPE7 SPV1 BidCo Pty Ltd(1)(2)(5)	Acquisition Term loan	—	461
Questel Unite(1)(2)(3)	Incremental Term Loan	2,707	2,944
REP SEKO MERGER SUB LLC(1)(2)	Delayed Draw Term Loan	465	727
Reward Gateway (UK) Ltd(1)(2)(4)	Acquisition Facility	742	1,301
Riedel Beheer B.V.(1)(2)(3)	Revolver	—	230
Riedel Beheer B.V.(1)(2)(3)	Delayed Draw Term Loan	141	153
Safety Products Holdings, LLC(1)	Delayed Draw Term Loan	2,594	2,594
Sanoptis S.A.R.L.(1)(3)	Acquisition Facility	2,806	—
Scaled Agile, Inc.(1)	Delayed Draw Term Loan	416	416
Scaled Agile, Inc.(1)	Revolver	336	336

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)


Portfolio Company ($ in thousands)	Investment Type	June 30, 2022		December 31, 2021
Scout Bidco B.V.(1)(2)(3)	Delayed Draw Term Loan	1,112		—
Scout Bidco B.V.(1)(2)(3)	Revolver	504		—
Sereni Capital NV(1)(2)(3)	Term Loan	376		—
Sereni Capital NV(1)(2)(3)	Revolver	53		—
Smartling, Inc.(1)	Delayed Draw Term Loan	1,176		1,177
Smartling, Inc.(1)	Revolver	588		588
SSCP Pegasus Midco Limited(1)(2)(4)	Delayed Draw Term Loan	1,699		1,895
Superjet Buyer, LLC(1)	Revolver	1,460		1,460
Syntax Systems Ltd(1)	Revolver	264		336
Syntax Systems Ltd(1)	Delayed Draw Term Loan	1,142		1,142
Tank Holding Corp(1)	Revolver	382		—
Techone B.V.(1)(2)(3)	Delayed Draw Term Loan	—		485
Techone B.V.(1)(2)(3)	Revolver	65		129
Tencarva Machinery Company, LLC(1)	Delayed Draw Term Loan	591		591
Tencarva Machinery Company, LLC(1)	Revolver	752		752
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)(1)	Delayed Draw Term Loan	2,707		2,707
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)(1)	Revolver	796		796
Turbo Buyer, Inc.(1)	Delayed Draw Term Loan	—		1,494
Turbo Buyer, Inc.(1)	Delayed Draw Term Loan	1,537		—
Union Bidco Limited(1)(4)	Acquisition Facility	151		—
United Therapy Holding III GmbH(1)(2)(3)	Acquisition Facility	1,588		—
Victoria Bidco Limited(1)(2)(4)	Delayed Draw Term Loan	729		—
W2O Holdings, Inc.(1)	Delayed Draw Term Loan	1,060		1,549
Waccamaw River(2)	Joint Venture	2,480		11,280
Woodland Foods, LLC(1)	Revolver	684		967
Xeinadin Bidco Limited(1)(2)(4)	Term Loan	2,394		—
ZB Holdco LLC(1)	Delayed Draw Term Loan	676		—
ZB Holdco LLC(1)	Revolver	423		—
Zeppelin Bidco Limited(1)(2)(4)	Capex / Acquisition Facility	1,270		—
Zeppelin Bidco Limited(1)(2)(4)	Revolver	267		—
Total unused commitments to extend financing		$	110,000	$	116,977

(1)The Company’s estimate of the fair value of the current investments in this portfolio company includes an analysis of the fair value of any unfunded commitments.

(2)Represents a commitment to extend financing to a portfolio company where one or more of the Company’s current investments in the portfolio company are carried at less than cost.

(3)Actual commitment amount is ~~currently available~~denominated in Euros. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.

(4)Actual commitment amount is denominated in British pounds sterling. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.

(5)Actual commitment amount is denominated in Australian dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.

(6)Actual commitment amount is denominated in Canadian dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.

(7)Actual commitment amount is denominated in New Zealand dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.

COVID-19 Developments

During the six months ended June 30, 2022, the COVID-19 pandemic continued to ushave an impact on the U.S and global economies. To the extent the Company’s portfolio companies are adversely impacted by the effects of the COVID-19 pandemic, it may have a material adverse impact on ~~various~~the Company’s future net investment income, the fair value of its portfolio investments, its financial condition and the results of operations and financial condition of the Company’s portfolio companies.

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)

8. FINANCIAL HIGHLIGHTS

The following is a schedule of financial highlights for the six months ended June 30, 2022 and 2021:


	Six Months Ended June 30,
($ in thousands, except share and per share amounts)	2022			2021
Per share data:
Net asset value at beginning of period	$	22.43		$	21.58
Net investment income(1)	1.15			0.88
Net realized gain on investments / foreign currency transactions(1)	0.10			0.18
Net unrealized appreciation on investments / foreign currency transactions(1)	(0.43)			0.47
Total increase from investment operations(1)	0.82			1.53
Dividends declared from net investment income	(0.96)			(0.63)
Dividends declared from realized gains	(0.07)			(0.20)
Total dividends declared	(1.03)			(0.83)





Loss on extinguishment of debt(1)	(0.01)			—

Other(2)	0.01			(0.09)
Net asset value at end of period	$	22.22		$	22.19
Shares outstanding at end of period	27,209,484			10,185,518
Net assets at end of period	$	604,587		$	226,046
Average net assets	$	548,900		$	178,019
Ratio of total expenses to average net assets (annualized)(3)	5.21		%	6.96		%
Ratio of net investment income to average net assets (annualized)(3)	10.23		%	8.22		%
Portfolio turnover ratio (annualized)	3.89		%	64.83		%
Total return(4)	3.64		%	6.78		%

(1)Weighted average per share data—basic and diluted; per share data was derived by using the weighted average shares outstanding during the applicable period.

(3)Does not include expenses of underlying investment companies, including joint ventures and short-term investments.

9. SUBSEQUENT EVENTS

On August 9, 2022, the Board declared a quarterly dividend of $0.53 per share payable on September 14, 2022 to holders of record as of September 7, 2022.

Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Forward-Looking Statements

~~Investment Valuation~~

~~The most significant estimate inherent~~Annual Report on Form 10-K for the year ended December 31, 2021 and in Item 1A entitled "Risk Factors" in Part II of our subsequently filed Quarterly Reports on Form 10-Q. Other factors that could cause our actual results and financial condition to differ materially include, but are not limited to, changes in political, economic or industry conditions, the interest rate environment or conditions affecting the financial and capital markets, including with respect to changes from the impact of the COVID-19 pandemic; the length and duration of the COVID-19 outbreak in the ~~preparation~~United States as well as worldwide and the magnitude of the economic impact of that outbreak; the effect of the COVID-19 pandemic on our business prospects and the prospects of our ~~financial~~portfolio companies, including our and their ability to achieve our respective objectives; the effect of the disruptions caused by the COVID-19 pandemic on our ability to continue to effectively manage our business and on the availability of equity and debt capital and our use of borrowed money to finance a portion of our investments; risks associated with possible disruption due to terrorism in our operations or the economy generally; and future changes in laws or regulations and conditions in our operating areas. These statements are based on our current expectations, estimates, forecasts, information and projections about the industry in which we operate and the beliefs and assumptions of our management as of the date of filing of this Quarterly Report. We assume no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless we are required to do so by law. Although we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that we may make directly to you or through reports that we in the future may file with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.

Overview of Our Business

We were formed on February 20, 2020 as a Maryland limited liability company and converted to a Maryland corporation on April 28, 2020. On July 13, 2020, we commenced operations and made our first portfolio company investment. We are externally managed by Barings LLC ("Barings"), an investment adviser that is registered with the ~~valuation~~SEC under the Investment Advisers Act of 1940, as amended (the "Advisers Act"). An externally-managed business development company (“BDC”) generally does not have any employees, and its investment and management functions are provided by an outside investment adviser and administrator under an investment advisory agreement and an administration agreement. Instead of directly compensating employees, we pay Barings for investment management and administrative services pursuant to the terms of an investment advisory agreement (the "Advisory Agreement") and an administration agreement (the "Administration Agreement").

We invest in predominately senior secured private debt investments in well-established middle-market businesses that operate across a wide range of industries, as well as syndicated senior secured loans, structured product investments, bonds and other fixed income securities. Syndicated senior secured loans are either (i) marketed by investment banks, which are mandated to bring lenders together and underwrite the deal, to institutional investors or (ii) bought and sold by institutional investors in individually negotiated private transactions that function in many respects like an over-the-counter secondary market. On the other hand, senior secured private debt investments are negotiated directly with the borrower, rather than marketed by a third party or bought and sold in the secondary market. We believe senior secured private debt investments may offer higher returns and certain more favorable protections than syndicated senior secured loans. 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. We currently intend to invest primarily in senior secured private debt investments that have terms of between five and seven years and bear interest between the London Interbank Offered Rate (“LIBOR”) (or an applicable successor rate) plus 450 basis points and LIBOR plus 650 basis points per annum. As of June 30, 2022 and December 31, 2021, the weighted average yield on the principal amount of our outstanding debt investments was approximately 7.8% and 7.0%, respectively.

COVID-19 Developments

The spread of the Coronavirus and the COVID-19 pandemic, and the related ~~amounts~~effect on the U.S. and global economies, has had adverse consequences for the business operations of ~~unrealized appreciation~~some of our portfolio companies but no longer adversely affects our operations and ~~depreciation~~the operations of ~~investments recorded.~~ Barings, including with respect to us. Barings continues to monitor the COVID-19 situation globally and is prepared to adapt office working patterns as required to ensure the safety of its employees and clients who visit Barings office locations. Barings’ cybersecurity policies are applied consistently when working remotely or in the office.

We will continue to monitor the situation relating to the COVID-19 pandemic and guidance from U.S. and international authorities, including federal, state and local public health authorities and may take additional actions based on their recommendations. In these circumstances, there may be developments outside our control requiring us to adjust our plan of operation. As such, given the dynamic nature of this situation, we cannot reasonably estimate the impacts of COVID-19 on our financial condition, results of operations or cash flows in the future. However, to the extent our portfolio companies are adversely impacted by the effects of the COVID-19 pandemic, it may have a ~~valuation policy, as well as established and documented processes and methodologies for determining~~material adverse impact on our future net investment income, the fair ~~values~~value of our portfolio ~~company~~ investments, onour financial condition and the results of operations and financial condition of our portfolio companies.

Relationship with Our Adviser, Barings

Our Adviser, Barings, a ~~recurring (at least quarterly) basis in accordance~~wholly-owned subsidiary of Massachusetts Mutual Life Insurance Company (“MassMutual”), is a leading global asset management firm and is registered with the ~~1940 Act~~SEC as an investment adviser under the Advisers Act. Barings’ primary investment capabilities include fixed income, private credit, real estate, equity, and ~~FASB ASC Topic 820,~~ ~~Fair Value Measurements~~alternative investments. Subject to the overall supervision of our board of directors (the “Board”), Barings’ Global Private Finance Group (“Barings GPFG”) manages our day-to-day operations, and ~~Disclosures,~~provides investment advisory and management services to us. Barings GPFG is part of Barings’ $274.4 billion Global Fixed Income Platform that invests in liquid, private and structured credit. Barings GPFG manages private funds and separately managed accounts, along with multiple public vehicles. The Adviser has retained its indirect, wholly-owned subsidiary, Baring International Investment Limited (“BIIL”), as a sub-adviser to manage European investments for us. BIIL is an investment adviser registered with the SEC in the United States and the Financial Conduct Authority in the United Kingdom with its principal office located in London, England. As of June 30, 2022, BIIL had approximately £16.7 billion in assets under management.

Among other things, Barings (i) determines the composition of our portfolio, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identifies, evaluates and negotiates the structure of the investments made by us; (iii) executes, closes, services and monitors the investments that we make; (iv) determines the securities and other assets that we will purchase, retain or ~~ASC Topic 820. Our current valuation policy~~sell; (v) performs due diligence on prospective portfolio companies and ~~processes were established by~~(vi) provides us with such other investment advisory, research and related services as we may, from time to time, reasonably require for the investment of our funds.

Under the terms of the Administration Agreement, Barings performs (or oversees, or arranges for, the performance of) the administrative services necessary for our operation, including, but not limited to, office facilities, equipment, clerical, bookkeeping and ~~were approved~~record keeping services at such office facilities and such other services as Barings, subject to review by the ~~Board.~~Board, will from time to time determine to be necessary or useful to perform its obligations under the Administration Agreement. Barings also, on our behalf and subject to the Board’s oversight, arranges for the services of, and oversees, custodians, depositories, transfer agents, dividend disbursing agents, other stockholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable. Barings is responsible for the financial and other records that we are required to maintain and will prepare all reports and other materials required to be filed with the SEC or any other regulatory authority.

AsPortfolio Investment Composition

The total value of ~~March 31, 2022,~~ our investment portfolio ~~valued at fair value in accordance with the Board-approved valuation policies, represented approximately 167%~~was $1,125.1 million as of ~~our total net assets,~~June 30, 2022, as compared to ~~approximately 178% of our total net assets~~$865.1 million as of December 31, 2021. As of June 30, 2022, we had investments in 188 portfolio companies with an aggregate cost of $1,139.3 million. As of December 31, 2021, we had investments in 151 portfolio companies with an aggregate cost of $854.6 million. As of both June 30, 2022 and December 31, 2021, none of our portfolio investments represented greater than 10% of the total fair value of our investment portfolio.

As of June 30, 2022 and December 31, 2021, our investment portfolio consisted of the following investments:


($ in thousands)	Cost		Percentage of Total Portfolio		Fair Value		Percentage of Total Portfolio
June 30, 2022:
Senior debt and 1st lien notes	$	841,181	73	%	$	819,911	72	%
Subordinated debt and 2nd lien notes	123,513		11		120,916		11
Structured products	30,266		3		29,314		3
Equity shares	78,385		7		92,633		8
Equity warrants	68		—		38		—
Investments in joint ventures	65,889		6		62,289		6

	$	1,139,302	100	%	$	1,125,101	99	%


($ in thousands)	Cost		Percentage of Total Portfolio		Fair Value		Percentage of Total Portfolio
December 31, 2021:
Senior debt and 1st lien notes	$	618,911	72	%	$	620,928	72
Subordinated debt and 2nd lien notes	91,067		11		92,297		11
Structured products	29,477		3		30,900		3
Equity shares	56,431		7		59,601		7
Equity warrants	68		—		163		—
Investments in joint ventures	58,689		7		61,253		7

	$	854,643	100	%	$	865,142	100	%

Investment Activity

Total portfolio investment activity for the six months ended June 30, 2022 and 2021 was as follows:


Six Months Ended June 30, 2022: ($ in thousands)	Senior Debt and 1st Lien Notes		Subordinated Debt and 2nd Lien Notes		Structured Products		Equity Shares		Equity Warrants		Investments in Joint Ventures		Total
Fair value, beginning of period	$	620,928	$	92,297	$	30,900	$	59,601	$	163	$	61,253	$	865,142
New investments	249,271		32,276		4,520		21,954		—		10,831		318,852
Proceeds from sales of investments	784		—		(2,792)		—		—		(3,631)		(5,639)
Loan origination fees received	(4,938)		(607)		—		—		—		—		(5,545)
Principal repayments received	(25,130)		—		(945)		—		—		—		(26,075)
Payment-in-kind interest	1,299		608		—		—		—		—		1,907
Accretion of loan premium/discount	916		82		7		—		—		—		1,005
Accretion of deferred loan origination revenue	1,668		87		—		—		—		—		1,755
Realized loss	(1,599)		—		—		—		—		—		(1,599)
Unrealized appreciation (depreciation)	(23,288)		(3,827)		(2,376)		11,078		(125)		(6,164)		(24,702)
Fair value, end of period	$	819,911	$	120,916	$	29,314	$	92,633	$	38	$	62,289	$	1,125,101


Six Months Ended June 30, 2021: ($ in thousands)	Senior Debt and 1st Lien Notes		Subordinated Debt and 2nd Lien Notes		Structured Products		Equity Shares		Equity Warrants		Investments in Joint Ventures		Short-term Investments		Total
Fair value, beginning of period	$	164,239	$	9,022	$	10,383	$	207	$	112	$	—	$	31,100	$	215,063
New investments	288,527		57,876		2,700		5,125		—		48,171		82,907		485,306
Proceeds from sales of investments	(114,928)		(3,889)		—		—		—		—		(111,006)		(229,823)
Loan origination fees received	(7,174)		(1,408)		—		—		—		—		—		(8,582)
Principal repayments received	(5,071)		(5,742)		(1,334)		—		—		—		—		(12,147)
Payment-in-kind interest	852		—		—		—		—		—		—		852
Accretion of loan premium/ discount	880		127		—		—		—		—		—		1,007
Accretion of deferred loan origination revenue	553		18		—		—		—		—		—		571
Realized gain (loss)	1,300		(4)		—		—		—		—		(1)		1,295
Unrealized appreciation (depreciation)	1,281		556		592		383		124		(310)		—		2,626
Fair value, end of period	$	330,459	$	56,556	$	12,341	$	5,715	$	236	$	47,861	$	3,000	$	456,168

Non-Accrual Assets

Generally, when interest and/or principal payments on a loan become past due, or if we otherwise do not expect the borrower to be able to service its debt and other obligations, we will place the loan on non-accrual status and will generally cease recognizing interest income on that loan for financial reporting purposes until all principal and interest have been brought current through payment or due to a restructuring such that the interest income is deemed to be collectible. As of both June 30, 2022 and December 31, 2021, we had no non-accrual assets.

Results of Operations

Three and six months ended June 30, 2022 and 2021

Operating results for the three and six months ended June 30, 2022 and 2021 were as follows:


	Three Months Ended		Three Months Ended		Six Months Ended		Six Months Ended
($ in thousands)	June 30, 2022		June 30, 2021		June 30, 2022		June 30, 2021























Total investment income	$	23,076	$	8,459	$	42,396	$	13,510










Total operating expenses	6,820		3,498		14,124		6,189
Net investment income before taxes	16,256		4,961		28,272		7,321
Income taxes, including excise tax expense	—		—		—		8
Net investment income after taxes	16,256		4,961		28,272		7,313







Net realized gains (losses)	(465)		1,260		2,452		1,467






Net unrealized appreciation (depreciation)	(12,909)		392		(10,578)		3,943
Net realized gains (losses) and unrealized appreciation (depreciation) on investments and foreign currency borrowings	(13,374)		1,652		(8,126)		5,410
Loss on extinguishment of debt	—		—		(181)		—

Net increase in net assets resulting from operations	$	2,882	$	6,613	$	19,965	$	12,723

Investment Income


	Three Months Ended		Three Months Ended		Six Months Ended		Six Months Ended
($ in thousands)	June 30, 2022		June 30, 2021		June 30, 2022		June 30, 2021
Investment income:





Interest income	$	17,749	$	7,076	$	31,129	$	11,523




Dividend income	2,874		$	367	6,664		367




Fee and other income	1,728		$	471	2,743		766




Payment-in-kind interest income	725		$	545	1,860		854

Total investment income	$	23,076	$	8,459	$	42,396	$	13,510

Operating Expenses


	Three Months Ended		Three Months Ended		Six Months Ended		Six Months Ended
($ in thousands)	June 30, 2022		June 30, 2021		June 30, 2022		June 30, 2021
























Operating expenses:
Interest and other financing fees	$	5,055	$	1,721	$	8,806	$	2,744
Base management fee	409		138		764		226
Incentive fee	412		945		2,735		1,819
Offering costs	—		68		—		136

Professional fees	265		213		481		502
Directors fees	60		60		135		105

Custody and administrative fees	158		95		351		174
Other general and administrative expenses	461		258		852		483
Total operating expenses	$	6,820	$	3,498	$	14,124	$	6,189

Interest and Other Financing Fees

Base Management Fee

Under the Advisory Agreement, we pay Barings a base management fee quarterly in arrears on a calendar quarter basis. The base management fee is calculated based on the average value of our gross assets at the end of the two most recently completed calendar quarters (including the quarter for which such fees are being calculated) and appropriately adjusted for any share issuances or repurchases during the quarter. The base management fee for any partial quarter is appropriately pro-rated. See Note 2 to our Unaudited Consolidated Financial Statements for additional information regarding the Advisory Agreement and the fee arrangement thereunder. For the three and six months ended June 30, 2022, the amount of base management fee incurred was $0.4 million and $0.8 million, respectively. For the three and six months ended June 30, 2021, the amount of base management fee incurred was $0.1 million and $0.2 million, respectively.

Incentive Fees

Under the Advisory Agreement, we pay Barings an incentive fee. The incentive fee consists of two parts: (i) an incentive fee based on pre-incentive fee net investment income (the “Income-Based Fee”) and (ii) an incentive fee based on the net capital gains received on our portfolio of securities on a cumulative basis through the end of each calendar year, net of all realized capital losses and all unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid incentive fee on capital gains (the “Capital Gains Fee”). The Income-Based Fee is subject to a floating “hurdle rate” based on LIBOR (or an alternate “floating” benchmark rate), a “catch-up” feature and an incentive fee cap. See Note 2 to our Unaudited Consolidated Financial Statements for additional information regarding the Advisory Agreement and the fee arrangements thereunder. For the three and six months ended June 30, 2022, the amount of Income-Based Fee incurred was $2.1 million and $3.9 million, respectively, and we reduced the Capital Gains Fee accrual by $1.7 million and $1.1 million, respectively. For the three and six months ended June 30, 2021, the amount of Income-Based Fee incurred was $0.7 million and $1.1 million, respectively, and we accrued $0.2 million and $0.7 million, respectively for the Capital Gains Fee. As required by U.S. GAAP, we accrue the Capital Gains Fee on unrealized gains. This accrual reflects the incentive fees that would be payable to the Adviser if our entire investment portfolio was liquidated at its fair value as of the balance sheet date even though the Adviser is not entitled to an incentive fee with respect to unrealized gains unless and until such gains are actually realized. There can be no assurance that such unrealized capital appreciation will be realized in the future.

Professional Fees

Professional fees generally include legal and accounting expenses.

Other General and Administrative Expenses

We have entered into the Administration Agreement with Barings. Under the terms of the Administration Agreement, Barings performs (or oversees, or arranges for, the performance of) the administrative services necessary for our operations. We reimburse Barings for the costs and expenses incurred by it in performing its obligations and providing personnel and facilities under the Administration Agreement in an amount negotiated and mutually agreed to by us and Barings quarterly in arrears; provided that the agreed-upon quarterly expense amount will not exceed the amount of expenses that would otherwise be reimbursable by us under the Administration Agreement for the applicable quarterly period, and Barings will not be entitled to the recoupment of any amounts in excess of the agreed-upon quarterly expense amount. For the three and six months ended June 30, 2022, the amount of administration expense incurred and invoiced by Barings for expenses was approximately $0.3 million and $0.7 million, respectively. For the three and six months ended June 30, 2021, the amount of administration expense incurred and invoiced by Barings for expenses was approximately $0.2 million and $0.4 million, respectively.

Net Realized Gains (Losses)

Net realized gains (losses) during the three and six months ended June 30, 2022 and 2021 were as follows:


	Three Months Ended		Three Months Ended		Six Months Ended		Six Months Ended
($ in thousands)	June 30, 2022		June 30, 2021		June 30, 2022		June 30, 2021




































Net realized gains (losses):
Non-Control / Non-Affiliate investments	$	(1,828)	$	748	$	(1,638)	$	1,295
Affiliate investments	—		—		39		—

Net realized gains (losses) on investments	(1,828)		748		(1,599)		1,295
Foreign currency transactions	1,363		$	512	4,051		172
Net realized gains (losses)	$	(465)	$	1,260	$	2,452	$	1,467

Net Unrealized Appreciation (Depreciation)

Net unrealized appreciation (depreciation) during the three and six months ended June 30, 2022 and 2021 was as follows:


	Three Months Ended		Three Months Ended		Six Months Ended		Six Months Ended
($ in thousands)	June 30, 2022		June 30, 2021		June 30, 2022		June 30, 2021











































Net unrealized appreciation (depreciation)
Non-Control / Non-Affiliate investments	$	(23,571)	$	953	$	(30,118)	$	2,935

Affiliate investments	(3,702)		(124)		5,211		(309)

Net unrealized appreciation (depreciation) on investments	(27,273)		829		(24,907)		2,626
Foreign currency transactions	14,364		(437)		14,329		1,317
Net unrealized appreciation (depreciation)	$	(12,909)	$	392	$	(10,578)	$	3,943

~~Under ASC Topic 820, fair value is~~During the ~~price that would be received~~six months ended June 30, 2022, we recorded net unrealized depreciation totaling $10.6 million, consisting of net unrealized depreciation on our current portfolio of $23.8 million, deferred tax liability of $0.2 million and net unrealized depreciation reclassification adjustments of $0.9 million related to ~~sell an asset or paid to transfer a liability in an orderly transaction between a willing buyer~~realized gains and ~~a willing seller at~~losses recognized during the measurement date. For our portfolio securities, fair value is generally the amount that we might reasonably expect to receive upon the current sale of the security. The fair value measurement assumes that the sale occurs in the principal market for the security, or in the absence of a principal market, in the most advantageous market for the security. If no market for the security exists or if we do not have access to the principal market, the security should be valued based on the sale occurring in a hypothetical market.

~~Under ASC Topic 820, there are three levels of valuation inputs, as follows:~~

~~Level 1 Inputs~~ ~~– include quoted prices (unadjusted) in active markets for identical assets or liabilities.~~

~~Level 2 Inputs~~ – include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

~~Level 3 Inputs~~ ~~– include inputs that are unobservable and significant to the fair value measurement.~~

A financial instrument is categorized within the ASC Topic 820 valuation hierarchy based upon the lowest level of input to the valuation process that is significant to the fair value measurement. For example, a Level 3 fair value measurement may include inputs that are observable (Levels 1 and 2) and unobservable (Level 3). Therefore,year, partially offset by net unrealized appreciation related to foreign currency transactions of $14.3 million. The net unrealized depreciation on our current portfolio of $23.8 million was driven primarily by the impact of foreign currency exchange rates on investments of $16.7 million and broad market moves for investments of $20.2 million, partially offset by the credit or fundamental performance of investments of $13.1 million.

During the three months ended June 30, 2021, we recorded net unrealized appreciation totaling $0.4 million, consisting of net unrealized appreciation on our current portfolio of $1.0 million, net unrealized depreciation related to ~~such~~foreign currency transactions of $0.4 million and net unrealized depreciation reclassification adjustments of $0.2 million related to realized gains and losses recognized during the year. The net unrealized appreciation on the current portfolio of $1.0 million was driven primarily by broad market moves for investments ~~categorized~~of $2.0 million, partially offset by the impact of foreign currency exchange rates on investments of $1.0 million.

Financial Condition, Liquidity and Capital Resources

We believe that our current cash and foreign currencies on hand, our available borrowing capacity under the ING Credit Facility, and our anticipated cash flows from operations will be adequate to meet our cash needs for our daily operations for at least the next twelve months. This “Financial Condition, Liquidity and Capital Resources” section should be read in conjunction with “COVID-19 Developments” above, as ~~Level 3 investments within the tables in~~well as with the notes to our Unaudited Consolidated ~~financial statements may include changes in fair value that~~Financial Statements.

Under the Investment Company Act of 1940, as amended (the “1940 Act”), we are ~~attributable~~required to ~~both observable inputs (Levels 1 and 2) and unobservable inputs (Level 3).~~

~~Our investment portfolio includes certain debt and equity instruments of privately held companies for which quoted prices or other observable inputs falling within~~meet an asset coverage ratio, defined under the ~~categories of Level 1 and Level 2 are generally not available. In such cases, we determine~~1940 Act as the ~~fair value~~ratio of our total assets (less all liabilities and indebtedness not represented by senior securities) to our outstanding senior securities, of at least 150% after each issuance of senior securities. Our asset coverage ratio was 187.1% as of June 30, 2022.

Cash Flows

For the six months ended June 30, 2022, we experienced a net increase in cash in the amount of $108.9 million. During that period, our operating activities used $237.2 million in cash, consisting primarily of purchases of portfolio investments ~~in good faith~~of $331.2 million, partially offset by proceeds from sales of portfolio investments totaling $71.0 million. In addition, our financing activities provided $346.1 million of cash, consisting primarily ~~using Level 3 inputs. In certain cases, quoted prices or other observable inputs exist,~~of net proceeds from the issuance the February 2027 Notes of $99.9 million, borrowings under the ING Credit Facility totaling $213.6 million and ~~if so, we assess~~proceeds from the ~~appropriateness~~issuance of common stock of $113.9 million, partially offset by repayment of the ~~use~~September 2020 Subscription Facility totaling $66.4 million and dividends paid in the amount of ~~these third-party quotes~~$14.1 million. As of June 30, 2022, we had $153.9 million of cash on hand, including foreign currencies.

For the six months ended June 30, 2021, we experienced a net increase in ~~determining fair value based on (i)~~cash in the amount of $23.0 million. During that period, our ~~understanding~~operating activities used $296.4 million in cash, consisting primarily of purchases of portfolio investments of $390.7 million and purchases of short-term investments of $82.9 million, partially offset by proceeds from sales of portfolio investments totaling $55.5 million and sales of short-term investments of $111.0 million. In addition, our financing activities provided $319.5 million of cash, consisting primarily of net borrowings under the ~~level of actual transactions used by the broker to develop the quote and whether the quote was an indicative price or binding offer and (ii) the depth and consistency of broker quotes~~September 2020 Subscription Facility and the ~~correlation~~ING Credit Facility totaling $213.5 million and proceeds from the issuance of ~~changes in broker quotes with underlying performance~~common stock of ~~the portfolio company.~~

There is no single standard for determining fair value in good faith, as fair value depends upon the specific circumstances of each individual investment. The recorded fair values of our Level 3 investments may differ significantly from fair values that would have been used had an active market for the securities existed. In addition, changes$109.0 million, partially offset by dividends paid in the ~~market environment~~amount of $3.0 million. As of June 30, 2021, we had $29.5 million of cash on hand, including foreign currencies.

Financing Transactions

September 2020 Subscription Facility

On September 21, 2020, we entered into a revolving credit agreement (as subsequently amended, the “September 2020 Subscription Facility”) with Société Générale, as administrative agent and a lender, and the other ~~events that may occur over the life of the investments may cause the gains or losses ultimately realized on these investments~~lenders from time to ~~be different than the valuations currently assigned.~~

~~Investment Valuation Process~~

Barings has established a pricing committee that is, subject to the oversight of the Board, responsible for the approval, implementation and oversight of the processes and methodologies that relate to the pricing and valuation of assets we hold. Barings uses independent third-party providers to price the portfolio, but in the event an acceptable price cannot be obtained from an approved external source, Barings will utilize alternative methods in accordance with internal pricing procedures established by Barings’ pricing committee.

At least annually, Barings conducts reviews of the primary pricing vendors to validate that the inputs used in the vendors’ pricing process are deemed to be market observable. While Barings is not provided access to proprietary models of the vendors, the reviews have included on-site walkthroughs of the pricing process, methodologies and control procedures for each asset class and level for which prices are provided. The review also includes an examination of the underlying inputs and assumptions for a sample of individual securities across asset classes, credit rating levels and various durations, a process Barings continues to perform annually. In addition, the pricing vendors have an established challenge process in place for all security valuations, which facilitates identification and resolution of prices that fall outside expected ranges. Barings believes that the prices received from the pricing vendors are representative of prices that would be received to sell the assets at the measurement date (i.e., exit prices).

Our money market fund investments are generally valued using Level 1 inputs and our equity investments listed on an exchange or on the NASDAQ National Market System are valued using Level 1 inputs, using the last quoted sale price of that day. Our syndicated senior secured loans and structured product investments are generally valued using Level 2 inputs, which are generally valued at the bid quotation obtained from dealers in loans by an independent pricing service.~~Our middle-market, private debt and equity investments are generally valued using Level 3 inputs.~~time

~~Independent Valuation~~party thereto. The September 2020 Subscription Facility initially allowed us to borrow up to $160 million, reduced to $110 million in October 2021, at any one time outstanding, subject to certain restrictions, including availability under the borrowing base, which was based on unused capital commitments from different categories of investors (with varying advance rates amongst the different categories of investors).

The amount of permissible borrowings under the September 2020 Subscription Facility could be increased to an agreed-upon amount with the consent of the administrative agent. The September 2020 Subscription Facility had a maturity date of September 21, 2022. On March 25, 2022, following the repayment of all borrowings, interest, and fees payable thereunder, and at our the election, the September 2020 Subscription Facility was terminated, including all commitments and obligations with Société Générale to lend and make advances to us. In connection with the termination, the pro rata portion of the unamortized deferred financing costs related to the September 2020 Subscription Facility was written off and recognized as a loss on extinguishment of debt in our Unaudited Consolidated Statements of Operations.

ING Capital Credit Facility

On April 30, 2021, we amended and restated the credit agreement governing the ING Credit Facility to increase the total commitments under the facility to $325.0 million and include a $25.0 million letter of credit sub-facility. On July 22, 2021, we entered into an incremental commitment and assumption agreement to increase the aggregate commitments under the ING Credit Facility to $500.0 million. As amended as of March 31, 2022, we had aggregate commitments from lenders of $500.0 million under the ING Credit Facility, the maximum commitment then allowed under the ING Credit Facility. On April 25, 2022, we amended the ING Credit Facility to, among other things, (i) increase total commitments from lenders to $625.0 million from $500.0 million, (ii) upsize the accordion feature under the ING Credit Facility to allow for an increase in aggregate commitments thereunder from new and existing lenders on the same terms and conditions as the existing commitments up to a total of $800.0 million, subject to certain conditions and the satisfaction of specified financial covenants, and (iii) replace the LIBOR benchmark provisions under the ING Credit Facility with SOFR benchmark provisions.

period under the ING Credit Facility terminates on April 30, 2025, and the final maturity date of the ING Credit Facility is scheduled for April 30, 2026.

The ING Credit Facility contains certain affirmative and negative covenants, including but not limited to (i) maintaining minimum stockholders’ equity, (ii) maintaining a minimum asset coverage ratio of (a) 150% at any time that more than 70% of the total fair value of our portfolio comprises cash, cash equivalents, long-term U.S. government securities or first lien loans ~~and equity investments that are not syndicated~~to portfolio companies, or ~~for which market quotations are not readily available, including middle-market loans, are generally submitted~~(b) 167% or 200% at specified concentrations of such assets at amounts less than or equal to ~~an independent provider to perform an independent valuation on those loans and equity investments as~~70% of the end of each quarter. Such loans and equity investments are initially held at cost, as that is a reasonable approximation of fair value on the acquisition date, and monitored for material changes that could affect their valuation (for example, changes in interest rates or the credit quality of the borrower). At the quarter end following the initial acquisition, such loans and equity investments are sent to a valuation provider which will determine thetotal fair value of ~~each investment. The independent valuation provider applies various methods (synthetic rating analysis, discounting cash flows,~~our portfolio, (iii) meeting a minimum liquidity test, (iv) meeting a minimum net worth test, and re-underwriting analysis) to establish the rate of return a market participant would require (the “discount rate”) as of the valuation date, given market conditions, prevailing lending standards and the perceived credit quality of the issuer. Future expected cash flows for each investment are discounted back to present value using these discount rates in the discounted cash flow analysis. A range of values will be provided by the valuation provider and Barings will determine the point within that range that it will use in making valuation recommendations to the Board, and will report to the Board on its rationale for each such determination. Barings uses its internal valuation model(v) maintaining our status as a ~~comparison point to validate~~regulated investment company (“RIC”) under the price range provided by the valuation provider and, where applicable, in determining the point within that range that it will use in making valuation recommendations to the Board. If Barings’ pricing committee disagrees with the price range provided, it may make a fair value recommendation to the Board that is outsideInternal Revenue Code of the range provided by the independent valuation provider, and will notify the Board of any such override and the reasons therefore. In certain instances, we may determine that it is not cost-effective,1986, as amended (the “Code”), and as a result is not in the stockholders’ best interests, to request the independent valuation firm to perform an independent valuation on certain investments. Such instances include, but are not limited to, situations where the fair value of the investment in the portfolio company is determined to be insignificant relative to the total investment portfolio. Pursuant to these procedures, the Board determines in good faith whether our investments were valued at fair value in accordance with our valuation policies and procedures and the 1940 Act based on, among other things, the input of Barings, our Audit Committee and the independent valuation firm.

~~The SEC has adopted new Rule 2a-5~~BDC under the 1940 Act. ~~This rule establishes requirements for determining fair value~~The ING Credit Facility also contains customary events of default with customary cure and notice provisions, including, without limitation, nonpayment, misrepresentation of representations and warranties in ~~good faith~~a material respect, breach of covenant, cross-default to other indebtedness, bankruptcy, certain change of control events, and the occurrence of a material adverse effect. The ING Credit Facility also permits the administrative agent to select an independent third-party valuation firm to determine valuations of certain portfolio investments for purposes of borrowing base provisions.

ING and other lenders under the ~~1940 Act.~~ ING Credit Facility, and their respective affiliates, may from time to time receive customary fees and expenses in the performance of investment banking, financial advisory or other services for us. As of June 30, 2022, we were in compliance with all covenants of the ING Credit Facility.

February 2027 Notes

The February 2027 Notes, for which we are required to obtain an initial rating by June 30, 2022, have a fixed interest rate of 4.75% per year, subject to a step up of (x) 1.25% per year, to the extent that the initial rating for the February 2027 Notes does not satisfy certain investment grade rating conditions, and (y) at any time after we have received an investment grade rating for the February 2027 Notes, 0.75% per year, to the extent the February 2027 Notes thereafter fail to satisfy certain investment grade rating conditions.

The February 2027 Notes will ~~comply~~mature on February 22, 2027 unless redeemed, purchased or prepaid prior to such date by us in accordance with the ~~new rule’s valuation requirements~~terms of the February 2022 NPA. Interest on the February 2027 Notes will be due semiannually in February and August of each year, beginning in August 2022. In addition, we are obligated to offer to repay the February 2027 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 2022 NPA, we may redeem the February 2027 Notes in whole or in part at any time or from time to time at our option at par plus accrued interest to the prepayment date and, if redeemed on or before August 22, 2026, a make-whole premium.

The February 2022 NPA contains certain representations and warranties, and various covenants and reporting requirements customary for agreements of this type, including, without limitation, information reporting, maintenance of our status as a BDC within the ~~SEC’s~~meaning of the 1940 Act, and certain restrictions with respect to transactions with affiliates, fundamental changes, changes of line of business, liens, restricted payments, and investments. In addition, the February 2022 NPA contains the following financial covenants: (a) maintaining a minimum obligors’ net worth, measured as of each fiscal quarter-end; (b) not permitting our asset coverage ratio, as of the date of the incurrence of any debt for borrowed money or the making of any cash dividend to shareholders, to be less than the statutory minimum then applicable to us under the 1940 Act; and (c) not permitting our net debt to equity ratio to exceed 2.0x, measured as of each fiscal quarter-end.

The February 2022 NPA also contains customary events of default with customary cure and notice periods, including, without limitation, nonpayment, incorrect representation in any material respect, breach of covenant, cross-default under other indebtedness or that of our subsidiary guarantors, if any, certain judgements and orders, and certain events of bankruptcy. Upon the occurrence of certain events of default, the holders of at least 66-2/3% in principal amount of the February 2027 Notes at the time outstanding may declare all February 2027 Notes then outstanding to be immediately due and payable.

Our obligations under the February 2022 NPA are general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by us. As of June 30, 2022, we were in compliance with all covenants under the February 2022 NPA.

The February 2027 Notes were offered in reliance on Section 4(a)(2) of the Securities Act. The February 2027 Notes have not and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, as applicable.

Distributions to Stockholders

Recent Developments

Subsequent to June 30, 2022, we made approximately $110.6 million of new commitments, of which $85.5 million closed and funded. The $85.5 million of investments consists of $79.6 million of first lien senior secured debt investments, $5.3 million of second lien senior secured and subordinated debt investments and $0.6 million of equity investments. The weighted average yield of the debt investments was 8.1%. In addition, we funded $8.1 million of previously committed delayed draw term loans.

On August 9, 2022, the Board declared a quarterly dividend of $0.53 per share payable on September 8,14, 2022 ~~compliance date.~~to holders of record as of September 7, 2022.

Valuation Techniques

Valuation of Investments in Banff, Thompson Rivers and Waccamaw River

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)

Level 3 Unobservable Inputs

June 30, 2022

($ in thousands)

Fair Value

Valuation
Model

Level 3
Input

Range of
Inputs

Weighted
Average

Impact to Valuation from an Increase in Input

Senior debt and 1st lien notes(1)

537,324

Yield Analysis

Market Yield

6.8% – 19.2%

10.1%

Decrease

1,895

Discounted Cash Flow Analysis

Discount Rate

9.2%

Decrease

216,526

Recent Transaction

Transaction Price

96.0% – 100.0%

97.7%

Increase

Subordinated debt and 2nd lien notes(2)

52,663

Yield Analysis

Market Yield

8.2% – 13.6%

11.6%

Decrease

5,750

Market Approach

Adjusted EBITDA Multiple

10.3x

Increase

31,590

Recent Transaction

Transaction Price

92.7% – 98.0%

96.2%

Increase

Structured products

13,890

Discounted Cash Flow Analysis

Discount Rate

5.5% – 13.0%

9.0%

Decrease

Equity shares(3)

74,308

Market Approach

Adjusted EBITDA Multiple

5.9x – 49.5x

12.0x

Increase

13,292

Recent Transaction

Transaction Price

$0.98 – $7,876

$82.55

Increase

Warrants

—

Market Approach

Adjusted EBITDA Multiple

6.7x – 19.5x

N/A

Increase

December 31, 2021

($ in thousands)

Fair Value

Valuation
Model

Level 3
Input

Range of
Inputs

Weighted
Average

Impact to Valuation from an Increase in Input

Senior debt and 1st lien notes(1)

320,216

Yield Analysis

Market Yield

5.2% – 16.2%

7.4%

Decrease

243,352

Recent Transaction

Transaction Price

97.0% – 99.0%

97.8%

Increase

Subordinated debt and 2nd lien notes(2)

39,802

Yield Analysis

Market Yield

5.3% – 9.9%

9.1%

Decrease

19,049

Recent Transaction

Transaction Price

97.0% – 98.3%

98.0%

Increase

Equity shares(3)

51,487

Market Approach

Adjusted EBITDA Multiple

6.5x – 54.0x

15.3x

Increase

2,893

Recent Transaction

Transaction Price

$1 – $1000

$119

Increase

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)


	Fair Value as of June 30, 2022
($ in thousands)	Level 1		Level 2		Level 3		Total
Senior debt and 1st lien notes	$	—	$	56,570	$	763,341	$	819,911
Subordinated debt and 2nd lien notes	—		4,989		115,927		120,916
Structured products	—		15,424		13,890		29,314
Equity shares	21		2,357		90,255		92,633
Equity warrants	—		38		—		38

Investments subject to leveling	$	21	$	79,378	$	983,413	$	1,062,812
Investments in joint ventures(1)							62,289
							$	1,125,101


	Fair Value as of December 31, 2021
($ in thousands)	Level 1		Level 2		Level 3		Total
Senior debt and 1st lien notes	$	—	$	36,640	$	584,289	$	620,929
Subordinated debt and 2nd lien notes	—		15,471		76,826		92,297
Structured products	—		30,900		—		30,900
Equity shares	19		2,056		57,526		59,601
Equity warrants	—		163		—		163

Investments subject to leveling	$	19	$	85,230	$	718,641	$	803,890
Investment in joint ventures (1)							$	61,253
							$	865,143

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)


Six Months Ended June 30, 2022: ($ in thousands)	Senior Debt and 1st Lien Notes		Subordinated Debt and 2nd Lien Notes		Structured Products		Equity Shares		Total
Fair value, beginning of period	$	584,289	$	76,826	$	—	$	57,526	$	718,641
New investments	226,168		32,275		4,520		17,179		280,142
Transfers into (out of) Level 3	(6,834)		10,292		9,811		3,518		16,787
Proceeds from sales of investments	823		—		—		—		823
Loan origination fees received	(4,938)		(607)		—		—		(5,545)
Principal repayments received	(19,405)		—		—		—		(19,405)
Payment in kind interest	614		608		—		—		1,222
Accretion of loan premium/discount	109		37		—		—		146
Accretion of deferred loan origination revenue	1,598		87		—		—		1,685
Realized loss	(1,620)		—		—		—		(1,620)
Unrealized appreciation (depreciation)	(17,463)		(3,591)		(441)		12,032		(9,463)
Fair value, end of period	$	763,341	$	115,927	$	13,890	$	90,255	$	983,413


Six Months Ended June 30, 2021: ($ in thousands)	Senior Debt and 1st Lien Notes		Subordinated Debt and 2nd Lien Notes		Equity Shares		Total
Fair value, beginning of period	$	125,325	$	1,236	$	122	$	126,683
New investments	275,485		57,876		2,326		335,687
Transfers into Level 3	—		—		2,884		2,884
Proceeds from sales of investments	(114,517)		(3,889)		—		(118,406)
Loan origination fees received	(6,848)		(1,408)		—		(8,256)
Principal repayments received	(1,816)		(742)		—		(2,558)
Payment in kind interest	211		—		—		211
Accretion of loan premium/discount	13		29		—		42
Accretion of deferred loan origination revenue	496		18		—		514
Realized gain (loss)	1,270		(4)		—		1,266
Unrealized appreciation (depreciation)	(892)		565		383		56
Fair value, end of period	$	278,727	$	53,681	$	5,715	$	338,123

All realized gains and losses and unrealized appreciation and depreciation are included in earnings (changes in net assets) and are reported on separate line items within the Company’s Unaudited Consolidated Statement of Operations. Pre-tax net unrealized depreciation on Level 3 investments of $18.0 million and $9.3 million during the three and six months ended June 30, 2022, respectively, were related to portfolio company investments that were still held by the Company as of June 30, 2022. Pre-tax net unrealized appreciation on Level 3 investments of $0.6 million and $1.0 million during the three and six months ended June 30, 2021, respectively, were related to portfolio company investments that were still held by the Company as of June 30, 2021.

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)

Unsettled Purchases and Sales of Investments

Realized Gain or Loss and Unrealized Appreciation or Depreciation of Portfolio Investments

Investment Classification

In accordance with the provisions of the 1940 Act, the Company classifies investments by level of control. As defined in the 1940 Act, “Control Investments” are investments in those companies that the Company is deemed to “Control.” “Affiliate Investments” are investments in those companies that are “Affiliated Persons” of the Company, as defined in the 1940 Act, other than Control Investments. “Non-Control / Non-Affiliate Investments” are those that are neither Control Investments nor Affiliate Investments. Generally, under the 1940 Act, the Company is deemed to control a company in which it has invested if the Company owns more than 25.0% of the voting securities (i.e., securities with the right to elect directors) and/or has the power to exercise control over the management or policies of such portfolio company. As of June 30, 2022, the Company does not “Control” any of its portfolio companies for the purposes of the 1940 Act. Under the 1940 Act, the Company is deemed to be an Affiliated Person of a company in which the Company has invested if it owns at least 5.0%, but no more than 25.0%, of the outstanding voting securities of such company.

Short-Term Investments

Short-term investments represent investments in money market funds.

Investment Income

Interest income, including amortization of premium and accretion of discount, is recorded on the accrual basis to the extent that such amounts are expected to be collected. Generally, when interest and/or principal payments on a loan become past due, or if the Company otherwise does not expect the borrower to be able to service its debt and other obligations, the Company will place the loan on non-accrual status and will generally cease recognizing interest income on that loan for financial reporting purposes until all principal and interest have been brought current through payment or due to a restructuring such that the interest income is deemed to be collectible. The Company writes off any previously accrued and uncollected interest when it is determined that interest is no longer considered collectible. As of June 30, 2022, the Company had no non-accrual assets. Dividend income is recorded on the ex-dividend date.

Payment-in-Kind Interest

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)

Fee Income

Fee income for the three and six months ended June 30, 2022 and 2021 was as follows:


	Three Months Ended		Three Months Ended		Six Months Ended		Six Months Ended
($ in thousands)	June 30, 2022		June 30, 2021		June 30, 2022		June 30, 2021
Recurring Fee Income:
Amortization of loan origination fees	$	800	$	327	$	1,488	$	528
Management, valuation and other fees	274		105		544		180
Total Recurring Fee Income	1,074		432		2,032		708
Non-Recurring Fee Income:

Acceleration of unamortized loan origination fees	244		23		265		44
Advisory, loan amendment and other fees	410		16		446		14
Total Non-Recurring Fee Income	654		39		711		58
Total Fee Income	$	1,728	$	471	$	2,743	$	766

Offering Costs

Other General and Administrative Expenses

Concentration of Credit Risk

As of June 30, 2022, all of the Company's assets were or will be pledged as collateral for the ING Credit Facility.

The Company places its cash with financial institutions and, at times, cash may exceed insured limits under applicable law.

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)

Investments Denominated in Foreign Currency

In addition, during both the six months ended June 30, 2022 and June 30, 2021, the Company entered into forward currency contracts primarily to help mitigate the impact that an adverse change in foreign exchange rates would have on the Company's investments denominated in foreign currencies. Net unrealized appreciation or depreciation on foreign currency contracts are included in “Net unrealized appreciation (depreciation) - foreign currency transactions” and net realized gains or losses on forward currency contracts are included in “Net realized gains (losses) - foreign currency transactions” in the Company’s Unaudited Consolidated Statement of Operations.

4. INCOME TAXES

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)

For federal income tax purposes, the cost of investments owned as of June 30, 2022 and December 31, 2021 was approximately $1,139.3 million and $854.7 million, respectively. As of June 30, 2022, net unrealized appreciation on the Company's investments (tax basis) was approximately $5.3 million, consisting of gross unrealized appreciation, where the fair value of the Company's investments exceeds their tax cost, of approximately $38.9 million and gross unrealized depreciation, where the tax cost of the Company's investments exceeds their fair value, of approximately $33.7 million. As of December 31, 2021, net unrealized appreciation on the Company’s investments (tax basis) was approximately $15.8 million, consisting of gross unrealized appreciation, where the fair value of the Company’s investments exceeds their tax cost, of approximately $20.5 million and gross unrealized depreciation, where the tax cost of the Company’s investments exceeds their fair value, of approximately $4.7 million.

In addition, the Company has a wholly-owned taxable subsidiary (the "Taxable Subsidiary"), which holds certain portfolio investments. The Taxable Subsidiary is consolidated for financial reporting purposes, such that the Company's consolidated financial statements reflects the Company’s investments in the portfolio companies owned by the Taxable Subsidiary. The purpose of the Taxable Subsidiary is to permit the Company to hold certain portfolio companies that are organized as LLCs (or other forms of pass-through entities) and still satisfy the RIC tax requirement that at least 90% of the RIC’s gross revenue for income tax purposes must consist of qualifying investment income. Absent the Taxable Subsidiary, a proportionate amount of any gross income of an LLC (or other pass-through entity) portfolio investment would flow through directly to the RIC. To the extent that such income did not consist of qualifying investment income, it could jeopardize the Company's ability to qualify as a RIC and therefore cause the Company to incur significant amounts of federal income taxes. When LLCs (or other pass-through entities) are owned by the Taxable Subsidiary, their income is taxed to the Taxable Subsidiary and does not flow through to the RIC, thereby helping the Company preserve its RIC tax treatment and resultant tax advantages. The Taxable Subsidiary is not consolidated for income tax purposes and may generate income tax expense or benefit as a result of their ownership of the portfolio companies. This income tax expense or benefit, if any, is reflected in the Company's Unaudited and Audited Consolidated Statement of Operations. Additionally, any unrealized appreciation related to portfolio investments held by the Taxable Subsidiary (net of unrealized depreciation related to portfolio investments held by the Taxable Subsidiary), if any, will be reflected net of applicable federal and state income taxes, if any, in the Company's Unaudited Consolidated Statement of Operations, with the related deferred tax assets or liabilities, if any, included in "Accounts payable and accrued liabilities" in the Company’s Unaudited and Audited Consolidated Balance Sheet. As of June 30, 2022, the Company recorded a net deferred tax liability of $0.2 million pertaining to tax basis differences in the Taxable Subsidiary's investment in certain partnership interests.

5. BORROWINGS

The Company had the following borrowings outstanding as of June 30, 2022 and December 31, 2021:


Issuance Date ($ in thousands)	Maturity Date	Interest Rate as of June 30, 2022	June 30, 2022		December 31, 2021
Subscription Facility:
September 21, 2020	NA	NA	$	—	$	67,954
Total Subscription Facility			$	—	$	67,954
Credit Facility:
January 15, 2021	April 30, 2026	3.879%	$	594,241	$	390,155
Total Credit Facility			$	594,241	$	390,155
Notes:
February 22, 2022	February 22, 2027	4.750%	$	100,000	$	—
(Less: Deferred financing fees)			$	(331)	$	—
Total Notes			$	99,669	$	—

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)

September 2020 Subscription Facility

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)

ING Capital Credit Facility

On April 30, 2021, the Company amended and restated the credit agreement governing the ING Credit Facility to increase the total commitments under the facility to $325.0 million and include a $25.0 million letter of credit sub-facility. On July 22, 2021, the Company entered into an incremental commitment and assumption agreement to increase the aggregate commitments under the ING Credit Facility to $500.0 million. As amended as of March 31, 2022, the Company had aggregate commitments from lenders of $500.0 million under the ING Credit Facility, the maximum commitment then allowed under the ING Credit Facility. On April 25, 2022, the Company amended the ING Credit Facility to, among other things, (i) increase total commitments from lenders to $625.0 million from $500.0 million, (ii) upsize the accordion feature under the ING Credit Facility to allow for an increase in aggregate commitments thereunder from new and existing lenders on the same terms and conditions as the existing commitments up to a total of $800.0 million, subject to certain conditions and the satisfaction of specified financial covenants, and (iii) replace the LIBOR benchmark provisions under the ING Credit Facility with SOFR benchmark provisions.

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)

February 2027 Notes

The February 2027 Notes, for which the Company is required to obtain an initial rating by June 30, 2022, have a fixed interest rate of 4.75% per year, subject to a step up of (x) 1.25% per year, to the extent that the initial rating for the February 2027 Notes does not satisfy certain investment grade rating conditions, and (y) at any time after the Company has received an investment grade rating for the February 2027 Notes, 0.75% per year, to the extent the February 2027 Notes thereafter fail to satisfy certain investment grade rating conditions.

The Company’s obligations under the February 2022 NPA are general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company. As of June 30, 2022, the Company was in compliance with all covenants under the February 2022 NPA.

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)

The February 2027 Notes were offered in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The February 2027 Notes have not and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, as applicable.

6. DERIVATIVE INSTRUMENTS

The Company enters into forward currency contracts from time to time to primarily help mitigate the impact that an adverse change in foreign exchange rates would have on net interest income from the Company’s investments and related borrowings denominated in foreign currencies. Net unrealized appreciation or depreciation on foreign currency contracts are included in “Net unrealized appreciation (depreciation) - foreign currency transactions” and net realized gains or losses on forward currency contracts are included in “Net realized gains (losses) - foreign currency transactions” in the Unaudited Consolidated Statement of Operations. Forward currency contracts are considered undesignated derivative instruments.

The following tables present the Company's foreign currency forward contracts as of June 30, 2022 and December 31, 2021:

As of June 30, 2022

Description

($ in thousands)

Notional Amount to be Purchased

Notional Amount to be Sold

Maturity Date

Gross Amount of Recognized Assets (Liabilities)

Balance Sheet Location of Net Amounts

Foreign currency forward contract (AUD)

$29,465

A$39,283

07/07/22

2,340

Prepaid expense and other assets

Foreign currency forward contract (AUD)

A$39,283

$27,149

07/07/22

(24)

Derivative liability

Foreign currency forward contract (AUD)

$27,704

A$40,052

10/06/22

Prepaid expense and other assets

Foreign currency forward contract (CAD)

$4,606

C$5,765

07/07/22

127

Prepaid expense and other assets

Foreign currency forward contract (CAD)

C$5,765

$4,483

07/07/22

(5)

Derivative liability

Foreign currency forward contract (CAD)

$4,496

C$5,780

10/06/22

Prepaid expense and other assets

Foreign currency forward contract (DKK)

3,552kr.

$503

07/07/22

(3)

Derivative liability

Foreign currency forward contract (DKK)

$531

3,552kr.

07/07/22

Prepaid expense and other assets

Foreign currency forward contract (DKK)

$511

3,585kr.

10/06/22

Prepaid expense and other assets

Foreign currency forward contract (EUR)

€68,233

$71,845

07/07/22

(406)

Derivative liability

Foreign currency forward contract (EUR)

$43,848

€39,433

07/07/22

2,562

Prepaid expense and other assets

Foreign currency forward contract (EUR)

$30,869

€28,800

07/07/22

716

Prepaid expense and other assets

Foreign currency forward contract (EUR)

$2,119

€2,000

10/06/22

Prepaid expense and other assets

Foreign currency forward contract (EUR)

$66,208

€62,479

10/06/22

361

Prepaid expense and other assets

Foreign currency forward contract (GBP)

£9,030

$11,013

07/07/22

(29)

Derivative liability

Foreign currency forward contract (GBP)

$11,181

£8,800

07/07/22

477

Prepaid expense and other assets

Foreign currency forward contract (GBP)

$300

£230

07/07/22

Prepaid expense and other assets

Foreign currency forward contract (GBP)

$11,234

£9,195

10/06/22

Prepaid expense and other assets

Foreign currency forward contract (NZD)

$4,852

NZ$7,023

07/07/22

466

Prepaid expense and other assets

Foreign currency forward contract (NZD)

NZ$7,023

$4,392

07/07/22

(7)

Derivative liability

Foreign currency forward contract (NZD)

$4,384

NZ$7,019

10/06/22

Prepaid expense and other assets

Foreign currency forward contract (CHF)

1,200Fr.

$1,255

07/07/22

Prepaid expense and other assets

Foreign currency forward contract (CHF)

$1,253

1,200Fr.

07/07/22

(4)

Derivative liability

Foreign currency forward contract (CHF)

$1,263

1,200Fr.

10/06/22

(2)

Derivative liability

Total

6,706

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)


As of December 31, 2021 Description ($ in thousands)	Notional Amount to be Purchased	Notional Amount to be Sold	Maturity Date	Gross Amount of Recognized Assets (Liabilities)		Balance Sheet Location of Net Amounts
Foreign currency forward contract (AUD)	$12,250	A$8,906	01/06/22	$	(1)	Derivative liability
Foreign currency forward contract (AUD)	A$8,834	$12,250	01/06/22	(71)		Derivative liability
Foreign currency forward contract (AUD)	$5,503	€7,659	04/08/22	(66)		Derivative liability

Foreign currency forward contract (CAD)	€5,580	$4,366	01/06/22	44		Prepaid expense and other assets
Foreign currency forward contract (CAD)	€4,373	$5,580	01/06/22	(36)		Derivative liability
Foreign currency forward contract (CAD)	$270	£349	04/08/22	(6)		Derivative liability
Foreign currency forward contract (CAD)	$4,439	£5,675	04/08/22	(44)		Derivative liability

Foreign currency forward contract (DKK)	£3,526	$537	01/06/22	2		Prepaid expense and other assets
Foreign currency forward contract (DKK)	£551	$3,526	01/06/22	12		Prepaid expense and other assets
Foreign currency forward contract (DKK)	£531	$3,481	04/08/22	(2)		Derivative liability

Foreign currency forward contract (EUR)	£20,807	$23,557	01/06/22	119		Prepaid expense and other assets
Foreign currency forward contract (EUR)	£5,181	$4,500	01/06/22	61		Prepaid expense and other assets
Foreign currency forward contract (EUR)	£18,704	$16,307	01/06/22	149		Prepaid expense and other assets
Foreign currency forward contract (EUR)	£10,436	$9,200	04/08/22	(54)		Derivative liability
Foreign currency forward contract (EUR)	£25,362	$22,357	04/08/22	(129)		Derivative liability

Foreign currency forward contract (GBP)	£8,566	$11,504	01/06/22	96		Prepaid expense and other assets
Foreign currency forward contract (GBP)	£4,068	$5,418	04/08/22	88		Prepaid expense and other assets
Foreign currency forward contract (GBP)	£11,472	$8,566	01/06/22	(129)		Derivative liability
Total				$	33

7. COMMITMENTS AND CONTINGENCIES

In the normal course of business, the Company is party to financial instruments with off-balance sheet risk, consisting primarily of unused commitments to extend financing to the Company’s portfolio companies. Since commitments may expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements. As of June 30, 2022, the Company believed that it had adequate financial resources to satisfy its unfunded commitments. The balances of unused commitments to extend financing as of June 30, 2022 and December 31, 2021 were as follows:


Portfolio Company ($ in thousands)	Investment Type	June 30, 2022		December 31, 2021
Acclime Holdings HK Limited(1)	Delayed Draw Term Loan	$	—	$	141
Acclime Holdings HK Limited(1)	Delayed Draw Term Loan	—		776
Accurus Aerospace Corporation(1)(2)	Revolver	922		—
Air Comm Corporation, LLC(1)	Delayed Draw Term Loan	108		108
Air Comm Corporation, LLC(1)	Delayed Draw Term Loan	1,150		1,150
Amtech LLC(1)	Delayed Draw Term Loan	909		909
Amtech LLC(1)	Revolver	227		227
AnalytiChem Holding GmbH(1)(2)(3)	Delayed Draw Term Loan	—		2,582
AnalytiChem Holding GmbH(1)(2)(3)	Incremental Term Loan	428		—
AnalytiChem Holding GmbH(1)(2)(3)	Bridge Revolver	168		—
Aquavista Watersides 2 LTD(1)(2)(4)	Bridge Revolver	135		151

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)


Portfolio Company ($ in thousands)	Investment Type	June 30, 2022	December 31, 2021
Aquavista Watersides 2 LTD(1)(2)(4)	Acquisition Facility	844	941
Astra Bidco Limited(1)(2)(4)	Delayed Draw Term Loan	690	769
Avance Clinical Bidco Pty Ltd(1)(2)(5)	Delayed Draw Term Loan	990	1,046
Azalea Buyer, Inc.(1)	Delayed Draw Term Loan	641	641
Azalea Buyer, Inc.(1)	Revolver	282	321
Bariacum S.A(1)(2)(3)	Acquisition Facility	627	682
Beyond Risk Management, Inc.(1)(2)	Delayed Draw Term Loan	2,423	2,573
BigHand UK Bidco Limited(1)(2)(4)	Acquisition Facility	—	99
Bounteous, Inc.(1)	Delayed Draw Term Loan	2,580	2,580
Brightpay Limited(1)(2)(3)	Delayed Draw Term Loan	178	389
Brightpay Limited(1)(2)(3)	Delayed Draw Term Loan	119	130
BrightSign LLC(1)(2)	Revolver	715	715
British Engineering Services Holdco Limited(1)(2)(4)	Bridge Revolver	—	86
CAi Software, LLC(1)(2)	Revolver	707	707
Canadian Orthodontic Partners Corp.(1)(2)(6)	Delayed Draw Term Loan	112	160
Ceres Pharma NV(1)(2)(3)	Delayed Draw Term Loan	916	996
CGI Parent, LLC(1)	Revolver	1,653	—
Coastal Marina Holdings, LLC(1)(2)	PIK Tranche B Term Loan	656	656
Coastal Marina Holdings, LLC(1)(2)	Tranche A Term Loan	1,788	1,788
Comply365, LLC(1)(2)	Revolver	556	—
Coyo Uprising GmbH(1)(2)(3)	Delayed Draw Term Loan	989	1,076
Crash Champions, LLC(1)(2)	Delayed Draw Term Loan	237	2,712
CSL DualCom(1)(2)(4)	Acquisition Term Loan	1,114	1,242
DecksDirect, LLC(1)(2)	Revolver	153	218
Dune Group(1)(2)(3)	Delayed Draw Term Loan	960	1,044
Dwyer Instruments, Inc.(1)(2)	Delayed Draw Term Loan	1,094	1,094
Eclipse Business Capital, LLC(1)	Revolver	3,234	5,840
EMI Porta Holdco LLC(1)	Delayed Draw Term Loan	4,475	5,339
EMI Porta Holdco LLC(1)	Revolver	859	1,271
EPS NASS Parent, Inc.(1)	Delayed Draw Term Loan	187	425
eShipping, LLC(1)	Delayed Draw Term Loan	1,923	1,923
eShipping, LLC(1)	Revolver	1,122	930
Events Software BidCo Pty Ltd(1)(2)(5)	Delayed Draw Term Loan	440	—
Fineline Technologies, Inc.(1)	Delayed Draw Term Loan	240	240
Finexvet(1)(2)(3)	Acquisition Facility	230	—
Footco 40 Limited(1)(2)(4)	Delayed Draw Term Loan	773	—
FragilePak LLC(1)(2)	Delayed Draw Term Loan	3,779	3,779
GPZN II GmbH(1)(2)(3)	Term Loan	549	—
Heartland Veterinary Partners, LLC(1)(2)	Delayed Draw Term Loan	95	235
IGL Holdings III Corp.(1)	Delayed Draw Term Loan	—	360
Innovad Group II BV(1)(2)(3)	Delayed Draw Term Loan	817	1,206
INOS 19-090 GmbH(1)(2)(3)	Acquisition Facility	807	878
ITI Intermodal, Inc.(1)(2)	Delayed Draw Term Loan	103	103
ITI Intermodal, Inc.(1)(2)	Revolver	124	124
Jaguar Merger Sub Inc.(1)(2)	Delayed Draw Term Loan	711	1,961
Jaguar Merger Sub Inc.(1)(2)	Revolver	490	490
Jon Bidco Limited(1)(2)(7)	Capex & Acquisition Facility	856	—

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)


Portfolio Company ($ in thousands)	Investment Type	June 30, 2022	December 31, 2021
Jones Fish Hatcheries & Distributors LLC(1)	Revolver	418	—
Kano Laboratories LLC(1)(2)	Delayed Draw Term Loan	1,574	1,903
Kano Laboratories LLC(1)(2)	Delayed Draw Term Loan	1,903	1,574
Lambir Bidco Limited(1)(2)(3)	Bridge Revolver	—	666
Lambir Bidco Limited(1)(2)(3)	Delayed Draw Term Loan	1,224	1,332
LeadsOnline, LLC(1)	Revolver	1,692	—
LivTech Purchaser, Inc.(1)	Delayed Draw Term Loan	130	316
Marmoutier Holding B.V.(1)(2)(3)	Delayed Draw Term Loan	372	405
Marmoutier Holding B.V.(1)(2)(3)	Revolver	149	162
Marshall Excelsior Co.(1)(2)	Revolver	416	—
MC Group Ventures Corporation(1)	Delayed Draw Term Loan	861	861
Modern Star Holdings Bidco Pty Limited(1)(2)(5)	CapEx Term Loan	340	360
Murphy Midco Limited(1)(2)(4)	Delayed Draw Term Loan	813	906
Narda Acquisitionco., Inc.(1)(2)	Revolver	684	684
Navia Benefit Solutions, Inc.(1)	Delayed Draw Term Loan	4,338	4,338
Nexus Underwriting Management Limited(1)(2)(4)	Revolver	—	53
Nexus Underwriting Management Limited(1)(2)(4)	Acquisition Facility	817	989
Novotech Aus Bidco Pty Ltd(1)(2)	Capex & Acquisition Facility C	1,042	—
OA Buyer, Inc.(1)(2)	Revolver	1,331	1,331
OAC Holdings I Corp(1)	Revolver	147	—
OG III B.V.(1)(2)(3)	Acquisition CapEx Facility	—	1,087
Omni Intermediate Holdings, LLC(1)(2)	Delayed Draw Term Loan	—	683
Omni Intermediate Holdings, LLC(1)(2)	Delayed Draw Term Loan	2,505	3,643
OSP Hamilton Purchaser, LLC(1)	Revolver	131	187
Pacific Health Supplies Bidco Pty Limited(1)(5)	CapEx Term Loan	—	343
PDQ.Com Corporation(1)	Delayed Draw Term Loan	—	868
Perimeter Master Note Business Trust(1)(2)	Secured Note - Class A	55	—
Perimeter Master Note Business Trust (1)(2)	Secured Note - Class B	55	—
Perimeter Master Note Business Trust (1)(2)	Secured Note - Class C	55	—
Perimeter Master Note Business Trust (1)(2)	Secured Note - Class D	55	—
Perimeter Master Note Business Trust (1)(2)	Secured Note - Class E	2,794	—
Polara Enterprises, L.L.C.(1)(2)	Revolver	237	273
Policy Services Company, LLC(1)(2)	Delayed Draw Term Loan	—	2,632
Premium Invest(1)(2)(3)	Acquisition Facility	732	834
ProfitOptics, LLC(1)(2)	Revolver	194	—
Protego Bidco B.V.(1)(2)(3)	Delayed Draw Term Loan	206	224
PSP Intermediate 4, LLC(1)(2)(3)	Delayed Draw Term Loan	712	—
QPE7 SPV1 BidCo Pty Ltd(1)(2)(5)	Acquisition Term loan	—	461
Questel Unite(1)(2)(3)	Incremental Term Loan	2,707	2,944
REP SEKO MERGER SUB LLC(1)(2)	Delayed Draw Term Loan	465	727
Reward Gateway (UK) Ltd(1)(2)(4)	Acquisition Facility	742	1,301
Riedel Beheer B.V.(1)(2)(3)	Revolver	—	230
Riedel Beheer B.V.(1)(2)(3)	Delayed Draw Term Loan	141	153
Safety Products Holdings, LLC(1)	Delayed Draw Term Loan	2,594	2,594
Sanoptis S.A.R.L.(1)(3)	Acquisition Facility	2,806	—
Scaled Agile, Inc.(1)	Delayed Draw Term Loan	416	416
Scaled Agile, Inc.(1)	Revolver	336	336

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)


Portfolio Company ($ in thousands)	Investment Type	June 30, 2022		December 31, 2021
Scout Bidco B.V.(1)(2)(3)	Delayed Draw Term Loan	1,112		—
Scout Bidco B.V.(1)(2)(3)	Revolver	504		—
Sereni Capital NV(1)(2)(3)	Term Loan	376		—
Sereni Capital NV(1)(2)(3)	Revolver	53		—
Smartling, Inc.(1)	Delayed Draw Term Loan	1,176		1,177
Smartling, Inc.(1)	Revolver	588		588
SSCP Pegasus Midco Limited(1)(2)(4)	Delayed Draw Term Loan	1,699		1,895
Superjet Buyer, LLC(1)	Revolver	1,460		1,460
Syntax Systems Ltd(1)	Revolver	264		336
Syntax Systems Ltd(1)	Delayed Draw Term Loan	1,142		1,142
Tank Holding Corp(1)	Revolver	382		—
Techone B.V.(1)(2)(3)	Delayed Draw Term Loan	—		485
Techone B.V.(1)(2)(3)	Revolver	65		129
Tencarva Machinery Company, LLC(1)	Delayed Draw Term Loan	591		591
Tencarva Machinery Company, LLC(1)	Revolver	752		752
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)(1)	Delayed Draw Term Loan	2,707		2,707
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)(1)	Revolver	796		796
Turbo Buyer, Inc.(1)	Delayed Draw Term Loan	—		1,494
Turbo Buyer, Inc.(1)	Delayed Draw Term Loan	1,537		—
Union Bidco Limited(1)(4)	Acquisition Facility	151		—
United Therapy Holding III GmbH(1)(2)(3)	Acquisition Facility	1,588		—
Victoria Bidco Limited(1)(2)(4)	Delayed Draw Term Loan	729		—
W2O Holdings, Inc.(1)	Delayed Draw Term Loan	1,060		1,549
Waccamaw River(2)	Joint Venture	2,480		11,280
Woodland Foods, LLC(1)	Revolver	684		967
Xeinadin Bidco Limited(1)(2)(4)	Term Loan	2,394		—
ZB Holdco LLC(1)	Delayed Draw Term Loan	676		—
ZB Holdco LLC(1)	Revolver	423		—
Zeppelin Bidco Limited(1)(2)(4)	Capex / Acquisition Facility	1,270		—
Zeppelin Bidco Limited(1)(2)(4)	Revolver	267		—
Total unused commitments to extend financing		$	110,000	$	116,977

(1)The Company’s estimate of the fair value of the current investments in this portfolio company includes an analysis of the fair value of any unfunded commitments.

(2)Represents a commitment to extend financing to a portfolio company where one or more of the Company’s current investments in the portfolio company are carried at less than cost.

(3)Actual commitment amount is denominated in Euros. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.

(4)Actual commitment amount is denominated in British pounds sterling. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.

(5)Actual commitment amount is denominated in Australian dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.

(6)Actual commitment amount is denominated in Canadian dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.

(7)Actual commitment amount is denominated in New Zealand dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.

COVID-19 Developments

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)

8. FINANCIAL HIGHLIGHTS

The following is a schedule of financial highlights for the six months ended June 30, 2022 and 2021:


	Six Months Ended June 30,
($ in thousands, except share and per share amounts)	2022			2021
Per share data:
Net asset value at beginning of period	$	22.43		$	21.58
Net investment income(1)	1.15			0.88
Net realized gain on investments / foreign currency transactions(1)	0.10			0.18
Net unrealized appreciation on investments / foreign currency transactions(1)	(0.43)			0.47
Total increase from investment operations(1)	0.82			1.53
Dividends declared from net investment income	(0.96)			(0.63)
Dividends declared from realized gains	(0.07)			(0.20)
Total dividends declared	(1.03)			(0.83)





Loss on extinguishment of debt(1)	(0.01)			—

Other(2)	0.01			(0.09)
Net asset value at end of period	$	22.22		$	22.19
Shares outstanding at end of period	27,209,484			10,185,518
Net assets at end of period	$	604,587		$	226,046
Average net assets	$	548,900		$	178,019
Ratio of total expenses to average net assets (annualized)(3)	5.21		%	6.96		%
Ratio of net investment income to average net assets (annualized)(3)	10.23		%	8.22		%
Portfolio turnover ratio (annualized)	3.89		%	64.83		%
Total return(4)	3.64		%	6.78		%

(1)Weighted average per share data—basic and diluted; per share data was derived by using the weighted average shares outstanding during the applicable period.

(3)Does not include expenses of underlying investment companies, including joint ventures and short-term investments.

9. SUBSEQUENT EVENTS

On August 9, 2022, the Board declared a quarterly dividend of $0.53 per share payable on September 14, 2022 to holders of record as of September 7, 2022.

Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Forward-Looking Statements

Overview of Our Business

We invest in predominately senior secured private debt investments in well-established middle-market businesses that operate across a wide range of industries, as well as syndicated senior secured loans, structured product investments, bonds and other fixed income securities. Syndicated senior secured loans are either (i) marketed by investment banks, which are mandated to bring lenders together and underwrite the deal, to institutional investors or (ii) bought and sold by institutional investors in individually negotiated private transactions that function in many respects like an over-the-counter secondary market. On the other hand, senior secured private debt investments are negotiated directly with the borrower, rather than marketed by a third party or bought and sold in the secondary market. We believe senior secured private debt investments may offer higher returns and certain more favorable protections than syndicated senior secured loans. 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. We currently intend to invest primarily in senior secured private debt investments that have terms of between five and seven years and bear interest between the London Interbank Offered Rate (“LIBOR”) (or an applicable successor rate) plus 450 basis points and LIBOR plus 650 basis points per annum. As of June 30, 2022 and December 31, 2021, the weighted average yield on the principal amount of our outstanding debt investments was approximately 7.8% and 7.0%, respectively.

COVID-19 Developments

The spread of the Coronavirus and the COVID-19 pandemic, and the related effect on the U.S. and global economies, has had adverse consequences for the business operations of some of our portfolio companies but no longer adversely affects our operations and the operations of Barings, including with respect to us. Barings continues to monitor the COVID-19 situation globally and is prepared to adapt office working patterns as required to ensure the safety of its employees and clients who visit Barings office locations. Barings’ cybersecurity policies are applied consistently when working remotely or in the office.

Relationship with Our Adviser, Barings

Our Adviser, Barings, a wholly-owned subsidiary of Massachusetts Mutual Life Insurance Company (“MassMutual”), is a leading global asset management firm and is registered with the SEC as an investment adviser under the Advisers Act. Barings’ primary investment capabilities include fixed income, private credit, real estate, equity, and alternative investments. Subject to the overall supervision of our board of directors (the “Board”), Barings’ Global Private Finance Group (“Barings GPFG”) manages our day-to-day operations, and provides investment advisory and management services to us. Barings GPFG is part of Barings’ $274.4 billion Global Fixed Income Platform that invests in liquid, private and structured credit. Barings GPFG manages private funds and separately managed accounts, along with multiple public vehicles. The Adviser has retained its indirect, wholly-owned subsidiary, Baring International Investment Limited (“BIIL”), as a sub-adviser to manage European investments for us. BIIL is an investment adviser registered with the SEC in the United States and the Financial Conduct Authority in the United Kingdom with its principal office located in London, England. As of June 30, 2022, BIIL had approximately £16.7 billion in assets under management.

Portfolio Investment Composition

As of June 30, 2022 and December 31, 2021, our investment portfolio consisted of the following investments:


($ in thousands)	Cost		Percentage of Total Portfolio		Fair Value		Percentage of Total Portfolio
June 30, 2022:
Senior debt and 1st lien notes	$	841,181	73	%	$	819,911	72	%
Subordinated debt and 2nd lien notes	123,513		11		120,916		11
Structured products	30,266		3		29,314		3
Equity shares	78,385		7		92,633		8
Equity warrants	68		—		38		—
Investments in joint ventures	65,889		6		62,289		6

	$	1,139,302	100	%	$	1,125,101	99	%


($ in thousands)	Cost		Percentage of Total Portfolio		Fair Value		Percentage of Total Portfolio
December 31, 2021:
Senior debt and 1st lien notes	$	618,911	72	%	$	620,928	72
Subordinated debt and 2nd lien notes	91,067		11		92,297		11
Structured products	29,477		3		30,900		3
Equity shares	56,431		7		59,601		7
Equity warrants	68		—		163		—
Investments in joint ventures	58,689		7		61,253		7

	$	854,643	100	%	$	865,142	100	%

Investment Activity

Total portfolio investment activity for the six months ended June 30, 2022 and 2021 was as follows:


Six Months Ended June 30, 2022: ($ in thousands)	Senior Debt and 1st Lien Notes		Subordinated Debt and 2nd Lien Notes		Structured Products		Equity Shares		Equity Warrants		Investments in Joint Ventures		Total
Fair value, beginning of period	$	620,928	$	92,297	$	30,900	$	59,601	$	163	$	61,253	$	865,142
New investments	249,271		32,276		4,520		21,954		—		10,831		318,852
Proceeds from sales of investments	784		—		(2,792)		—		—		(3,631)		(5,639)
Loan origination fees received	(4,938)		(607)		—		—		—		—		(5,545)
Principal repayments received	(25,130)		—		(945)		—		—		—		(26,075)
Payment-in-kind interest	1,299		608		—		—		—		—		1,907
Accretion of loan premium/discount	916		82		7		—		—		—		1,005
Accretion of deferred loan origination revenue	1,668		87		—		—		—		—		1,755
Realized loss	(1,599)		—		—		—		—		—		(1,599)
Unrealized appreciation (depreciation)	(23,288)		(3,827)		(2,376)		11,078		(125)		(6,164)		(24,702)
Fair value, end of period	$	819,911	$	120,916	$	29,314	$	92,633	$	38	$	62,289	$	1,125,101


Six Months Ended June 30, 2021: ($ in thousands)	Senior Debt and 1st Lien Notes		Subordinated Debt and 2nd Lien Notes		Structured Products		Equity Shares		Equity Warrants		Investments in Joint Ventures		Short-term Investments		Total
Fair value, beginning of period	$	164,239	$	9,022	$	10,383	$	207	$	112	$	—	$	31,100	$	215,063
New investments	288,527		57,876		2,700		5,125		—		48,171		82,907		485,306
Proceeds from sales of investments	(114,928)		(3,889)		—		—		—		—		(111,006)		(229,823)
Loan origination fees received	(7,174)		(1,408)		—		—		—		—		—		(8,582)
Principal repayments received	(5,071)		(5,742)		(1,334)		—		—		—		—		(12,147)
Payment-in-kind interest	852		—		—		—		—		—		—		852
Accretion of loan premium/ discount	880		127		—		—		—		—		—		1,007
Accretion of deferred loan origination revenue	553		18		—		—		—		—		—		571
Realized gain (loss)	1,300		(4)		—		—		—		—		(1)		1,295
Unrealized appreciation (depreciation)	1,281		556		592		383		124		(310)		—		2,626
Fair value, end of period	$	330,459	$	56,556	$	12,341	$	5,715	$	236	$	47,861	$	3,000	$	456,168

Non-Accrual Assets

Generally, when interest and/or principal payments on a loan become past due, or if we otherwise do not expect the borrower to be able to service its debt and other obligations, we will place the loan on non-accrual status and will generally cease recognizing interest income on that loan for financial reporting purposes until all principal and interest have been brought current through payment or due to a restructuring such that the interest income is deemed to be collectible. As of both June 30, 2022 and December 31, 2021, we had no non-accrual assets.

Results of Operations

Three and six months ended June 30, 2022 and 2021

Operating results for the three and six months ended June 30, 2022 and 2021 were as follows:


	Three Months Ended		Three Months Ended		Six Months Ended		Six Months Ended
($ in thousands)	June 30, 2022		June 30, 2021		June 30, 2022		June 30, 2021























Total investment income	$	23,076	$	8,459	$	42,396	$	13,510










Total operating expenses	6,820		3,498		14,124		6,189
Net investment income before taxes	16,256		4,961		28,272		7,321
Income taxes, including excise tax expense	—		—		—		8
Net investment income after taxes	16,256		4,961		28,272		7,313







Net realized gains (losses)	(465)		1,260		2,452		1,467






Net unrealized appreciation (depreciation)	(12,909)		392		(10,578)		3,943
Net realized gains (losses) and unrealized appreciation (depreciation) on investments and foreign currency borrowings	(13,374)		1,652		(8,126)		5,410
Loss on extinguishment of debt	—		—		(181)		—

Net increase in net assets resulting from operations	$	2,882	$	6,613	$	19,965	$	12,723

Investment Income


	Three Months Ended		Three Months Ended		Six Months Ended		Six Months Ended
($ in thousands)	June 30, 2022		June 30, 2021		June 30, 2022		June 30, 2021
Investment income:





Interest income	$	17,749	$	7,076	$	31,129	$	11,523




Dividend income	2,874		$	367	6,664		367




Fee and other income	1,728		$	471	2,743		766




Payment-in-kind interest income	725		$	545	1,860		854

Total investment income	$	23,076	$	8,459	$	42,396	$	13,510

Operating Expenses


	Three Months Ended		Three Months Ended		Six Months Ended		Six Months Ended
($ in thousands)	June 30, 2022		June 30, 2021		June 30, 2022		June 30, 2021
























Operating expenses:
Interest and other financing fees	$	5,055	$	1,721	$	8,806	$	2,744
Base management fee	409		138		764		226
Incentive fee	412		945		2,735		1,819
Offering costs	—		68		—		136

Professional fees	265		213		481		502
Directors fees	60		60		135		105

Custody and administrative fees	158		95		351		174
Other general and administrative expenses	461		258		852		483
Total operating expenses	$	6,820	$	3,498	$	14,124	$	6,189

Interest and Other Financing Fees

Base Management Fee

Under the Advisory Agreement, we pay Barings a base management fee quarterly in arrears on a calendar quarter basis. The base management fee is calculated based on the average value of our gross assets at the end of the two most recently completed calendar quarters (including the quarter for which such fees are being calculated) and appropriately adjusted for any share issuances or repurchases during the quarter. The base management fee for any partial quarter is appropriately pro-rated. See Note 2 to our Unaudited Consolidated Financial Statements for additional information regarding the Advisory Agreement and the fee arrangement thereunder. For the three and six months ended June 30, 2022, the amount of base management fee incurred was $0.4 million and $0.8 million, respectively. For the three and six months ended June 30, 2021, the amount of base management fee incurred was $0.1 million and $0.2 million, respectively.

Incentive Fees

Under the Advisory Agreement, we pay Barings an incentive fee. The incentive fee consists of two parts: (i) an incentive fee based on pre-incentive fee net investment income (the “Income-Based Fee”) and (ii) an incentive fee based on the net capital gains received on our portfolio of securities on a cumulative basis through the end of each calendar year, net of all realized capital losses and all unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid incentive fee on capital gains (the “Capital Gains Fee”). The Income-Based Fee is subject to a floating “hurdle rate” based on LIBOR (or an alternate “floating” benchmark rate), a “catch-up” feature and an incentive fee cap. See Note 2 to our Unaudited Consolidated Financial Statements for additional information regarding the Advisory Agreement and the fee arrangements thereunder. For the three and six months ended June 30, 2022, the amount of Income-Based Fee incurred was $2.1 million and $3.9 million, respectively, and we reduced the Capital Gains Fee accrual by $1.7 million and $1.1 million, respectively. For the three and six months ended June 30, 2021, the amount of Income-Based Fee incurred was $0.7 million and $1.1 million, respectively, and we accrued $0.2 million and $0.7 million, respectively for the Capital Gains Fee. As required by U.S. GAAP, we accrue the Capital Gains Fee on unrealized gains. This accrual reflects the incentive fees that would be payable to the Adviser if our entire investment portfolio was liquidated at its fair value as of the balance sheet date even though the Adviser is not entitled to an incentive fee with respect to unrealized gains unless and until such gains are actually realized. There can be no assurance that such unrealized capital appreciation will be realized in the future.

Professional Fees

Professional fees generally include legal and accounting expenses.

Other General and Administrative Expenses

We have entered into the Administration Agreement with Barings. Under the terms of the Administration Agreement, Barings performs (or oversees, or arranges for, the performance of) the administrative services necessary for our operations. We reimburse Barings for the costs and expenses incurred by it in performing its obligations and providing personnel and facilities under the Administration Agreement in an amount negotiated and mutually agreed to by us and Barings quarterly in arrears; provided that the agreed-upon quarterly expense amount will not exceed the amount of expenses that would otherwise be reimbursable by us under the Administration Agreement for the applicable quarterly period, and Barings will not be entitled to the recoupment of any amounts in excess of the agreed-upon quarterly expense amount. For the three and six months ended June 30, 2022, the amount of administration expense incurred and invoiced by Barings for expenses was approximately $0.3 million and $0.7 million, respectively. For the three and six months ended June 30, 2021, the amount of administration expense incurred and invoiced by Barings for expenses was approximately $0.2 million and $0.4 million, respectively.

Net Realized Gains (Losses)

Net realized gains (losses) during the three and six months ended June 30, 2022 and 2021 were as follows:


	Three Months Ended		Three Months Ended		Six Months Ended		Six Months Ended
($ in thousands)	June 30, 2022		June 30, 2021		June 30, 2022		June 30, 2021




































Net realized gains (losses):
Non-Control / Non-Affiliate investments	$	(1,828)	$	748	$	(1,638)	$	1,295
Affiliate investments	—		—		39		—

Net realized gains (losses) on investments	(1,828)		748		(1,599)		1,295
Foreign currency transactions	1,363		$	512	4,051		172
Net realized gains (losses)	$	(465)	$	1,260	$	2,452	$	1,467

Net Unrealized Appreciation (Depreciation)

Net unrealized appreciation (depreciation) during the three and six months ended June 30, 2022 and 2021 was as follows:


	Three Months Ended		Three Months Ended		Six Months Ended		Six Months Ended
($ in thousands)	June 30, 2022		June 30, 2021		June 30, 2022		June 30, 2021











































Net unrealized appreciation (depreciation)
Non-Control / Non-Affiliate investments	$	(23,571)	$	953	$	(30,118)	$	2,935

Affiliate investments	(3,702)		(124)		5,211		(309)

Net unrealized appreciation (depreciation) on investments	(27,273)		829		(24,907)		2,626
Foreign currency transactions	14,364		(437)		14,329		1,317
Net unrealized appreciation (depreciation)	$	(12,909)	$	392	$	(10,578)	$	3,943

Financial Condition, Liquidity and Capital Resources

Cash Flows

Financing Transactions

September 2020 Subscription Facility

The amount of permissible borrowings under the September 2020 Subscription Facility could be increased to an agreed-upon amount with the consent of the administrative agent. The September 2020 Subscription Facility had a maturity date of September 21, 2022. On March 25, 2022, following the repayment of all borrowings, interest, and fees payable thereunder, and at our the election, the September 2020 Subscription Facility was terminated, including all commitments and obligations with Société Générale to lend and make advances to us. In connection with the termination, the pro rata portion of the unamortized deferred financing costs related to the September 2020 Subscription Facility was written off and recognized as a loss on extinguishment of debt in our Unaudited Consolidated Statements of Operations.

ING Capital Credit Facility

On April 30, 2021, we amended and restated the credit agreement governing the ING Credit Facility to increase the total commitments under the facility to $325.0 million and include a $25.0 million letter of credit sub-facility. On July 22, 2021, we entered into an incremental commitment and assumption agreement to increase the aggregate commitments under the ING Credit Facility to $500.0 million. As amended as of March 31, 2022, we had aggregate commitments from lenders of $500.0 million under the ING Credit Facility, the maximum commitment then allowed under the ING Credit Facility. On April 25, 2022, we amended the ING Credit Facility to, among other things, (i) increase total commitments from lenders to $625.0 million from $500.0 million, (ii) upsize the accordion feature under the ING Credit Facility to allow for an increase in aggregate commitments thereunder from new and existing lenders on the same terms and conditions as the existing commitments up to a total of $800.0 million, subject to certain conditions and the satisfaction of specified financial covenants, and (iii) replace the LIBOR benchmark provisions under the ING Credit Facility with SOFR benchmark provisions.

period under the ING Credit Facility terminates on April 30, 2025, and the final maturity date of the ING Credit Facility is scheduled for April 30, 2026.

February 2027 Notes

The February 2022 NPA contains certain representations and warranties, and various covenants and reporting requirements customary for agreements of this type, including, without limitation, information reporting, maintenance of our status as a BDC within the meaning of the 1940 Act, and certain restrictions with respect to transactions with affiliates, fundamental changes, changes of line of business, liens, restricted payments, and investments. In addition, the February 2022 NPA contains the following financial covenants: (a) maintaining a minimum obligors’ net worth, measured as of each fiscal quarter-end; (b) not permitting our asset coverage ratio, as of the date of the incurrence of any debt for borrowed money or the making of any cash dividend to shareholders, to be less than the statutory minimum then applicable to us under the 1940 Act; and (c) not permitting our net debt to equity ratio to exceed 2.0x, measured as of each fiscal quarter-end.

The February 2022 NPA also contains customary events of default with customary cure and notice periods, including, without limitation, nonpayment, incorrect representation in any material respect, breach of covenant, cross-default under other indebtedness or that of our subsidiary guarantors, if any, certain judgements and orders, and certain events of bankruptcy. Upon the occurrence of certain events of default, the holders of at least 66-2/3% in principal amount of the February 2027 Notes at the time outstanding may declare all February 2027 Notes then outstanding to be immediately due and payable.

Our obligations under the February 2022 NPA are general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by us. As of June 30, 2022, we were in compliance with all covenants under the February 2022 NPA.

Distributions to Stockholders

Recent Developments

On August 9, 2022, the Board declared a quarterly dividend of $0.53 per share payable on September 14, 2022 to holders of record as of September 7, 2022.

Critical Accounting Policies and Use of Estimates

The preparation of our unaudited financial statements in accordance with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses for the periods covered by such financial statements. We have identified investment valuation and revenue recognition as our most critical accounting estimates. On an ongoing basis, we evaluate our estimates, including those related to the matters described below. These estimates are based on the information that is currently available to us and on various other assumptions that we believe to be reasonable under the circumstances. Actual results could differ materially from those estimates under different assumptions or conditions. A discussion of our critical accounting policies follows.

Investment Valuation

The most significant estimate inherent in the preparation of our financial statements is the valuation of investments and the related amounts of unrealized appreciation and depreciation of investments recorded. We have a valuation policy, as well as established and documented processes and methodologies for determining the fair values of portfolio company investments on a recurring (at least quarterly) basis in accordance with the 1940 Act and FASB ASC Topic 820, Fair Value Measurements and Disclosures, or ASC Topic 820. Our current valuation policy and processes were established by Barings and were approved by the Board.

As of June 30, 2022, our investment portfolio, valued at fair value in accordance with the Board-approved valuation policies, represented approximately 186% of our total net assets, as compared to approximately 178% of our total net assets as of December 31, 2021.

Under ASC Topic 820, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between a willing buyer and a willing seller at the measurement date. For our portfolio securities, fair value is generally the amount that we might reasonably expect to receive upon the current sale of the security. The fair value measurement assumes that the sale occurs in the principal market for the security, or in the absence of a principal market, in the most advantageous market for the security. If no market for the security exists or if we do not have access to the principal market, the security should be valued based on the sale occurring in a hypothetical market.

Under ASC Topic 820, there are three levels of valuation inputs, as follows:

Level 1 Inputs – include quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 3 Inputs – include inputs that are unobservable and significant to the fair value measurement.

A financial instrument is categorized within the ASC Topic 820 valuation hierarchy based upon the lowest level of input to the valuation process that is significant to the fair value measurement. For example, a Level 3 fair value measurement may include inputs that are observable (Levels 1 and 2) and unobservable (Level 3). Therefore, unrealized appreciation and depreciation related to such investments categorized as Level 3 investments within the tables in the notes to our Unaudited Consolidated financial statements may include changes in fair value that are attributable to both observable inputs (Levels 1 and 2) and unobservable inputs (Level 3).

Our investment portfolio includes certain debt and equity instruments of privately held companies for which quoted prices or other observable inputs falling within the categories of Level 1 and Level 2 are generally not available. In such cases, we determine the fair value of our investments in good faith primarily using Level 3 inputs. In certain cases, quoted prices or other observable inputs exist, and if so, we assess the appropriateness of the use of these third-party quotes in determining fair value based on (i) our understanding of the level of actual transactions used by the broker to develop the quote and whether the quote was an indicative price or binding offer and (ii) the depth and consistency of broker quotes and the correlation of changes in broker quotes with underlying performance of the portfolio company.

There is no single standard for determining fair value in good faith, as fair value depends upon the specific circumstances of each individual investment. The recorded fair values of our Level 3 investments may differ significantly from fair values that would have been used had an active market for the securities existed. In addition, changes in the market environment and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on these investments to be different than the valuations currently assigned.

Investment Valuation Process

Our money market fund investments are generally valued using Level 1 inputs and our equity investments listed on an exchange or on the NASDAQ National Market System are valued using Level 1 inputs, using the last quoted sale price of that day. Our syndicated senior secured loans and structured product investments are generally valued using Level 2 inputs, which are generally valued at the bid quotation obtained from dealers in loans by an independent pricing service.Our middle-market, private debt and equity investments are generally valued using Level 3 inputs.

Independent Valuation

as of the valuation date, given market conditions, prevailing lending standards and the perceived credit quality of the issuer. Future expected cash flows for each investment are discounted back to present value using these discount rates in the discounted cash flow analysis. A range of values will be provided by the valuation provider and Barings will determine the point within that range that it will use in making valuation recommendations to the Board, and will report to the Board on its rationale for each such determination. Barings uses its internal valuation model as a comparison point to validate the price range provided by the valuation provider and, where applicable, in determining the point within that range that it will use in making valuation recommendations to the Board. If Barings’ pricing committee disagrees with the price range provided, it may make a fair value recommendation to the Board that is outside of the range provided by the independent valuation provider, and will notify the Board of any such override and the reasons therefore. In certain instances, we may determine that it is not cost-effective, and as a result is not in the stockholders’ best interests, to request the independent valuation firm to perform an independent valuation on certain investments. Such instances include, but are not limited to, situations where the fair value of the investment in the portfolio company is determined to be insignificant relative to the total investment portfolio. Pursuant to these procedures, the Board determines in good faith whether our investments were valued at fair value in accordance with our valuation policies and procedures and the 1940 Act based on, among other things, the input of Barings, our Audit Committee and the independent valuation firm.

The SEC has adopted new Rule 2a-5 under the 1940 Act. This rule establishes requirements for determining fair value in good faith for purposes of the 1940 Act. We will comply with the new rule’s valuation requirements on or before the SEC’s September 8, 2022 compliance date.

Valuation Techniques

Our valuation techniques are based upon both observable and unobservable pricing inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our market assumptions. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the financial instrument. An independent pricing service provider is the preferred source of pricing a loan, however, to the extent the independent pricing service provider price is unavailable or not relevant and reliable, we will utilize alternative approaches such as broker quotes or manual prices. We attempt to maximize the use of observable inputs and minimize the use of unobservable inputs. The availability of observable inputs can vary from investment to investment and is affected by a wide variety of factors, including the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets and other characteristics particular to the security.

Valuation of Investments in Banff Partners LP, Thompson Rivers LLC and Waccamaw River LLC

As Banff Partners LP, Thompson Rivers LLC and Waccamaw River LLC are investment companies with no readily determinable fair values, we estimate the fair value of our investments in these entities using net asset value of each company and our ownership percentage as a practical expedient. The net asset value is determined in accordance with the specialized accounting guidance for investment companies.

Revenue Recognition

Interest and Dividend Income

Interest income, including amortization of premium and accretion of discount, is recorded on the accrual basis to the extent that such amounts are expected to be collected. Generally, when interest and/or principal payments on a loan become past due, or if we otherwise do not expect the borrower to be able to service its debt and other obligations, we will place the loan on non-accrual status and will generally cease recognizing interest income on that loan for financial reporting purposes until all principal and interest have been brought current through payment or due to a restructuring such that the interest income is deemed to be collectible. The cessation of recognition of such interest will negatively impact the reported fair value of the

investment. We write off any previously accrued and uncollected interest when it is determined that interest is no longer considered collectible. Dividend income is recorded on the ex-dividend date.

We may have to include interest income in our ICTI, including OID income, from investments that have been classified as non-accrual for financial reporting purposes. Interest income on non-accrual investments is not recognized for financial reporting purposes, but generally is recognized in ICTI. As a result, we may be required to make a distribution to our stockholders in order to satisfy the minimum distribution requirements to maintain our RIC tax treatment, even though we will not have received and may not ever receive any corresponding cash amount. Additionally, any loss recognized by us for U.S. federal income tax purposes on previously accrued interest income will be treated as a capital loss.

Fee Income

Origination, facility, commitment, consent and other advance fees received in connection with the origination of a loan (“Loan Origination Fees”) are recorded as deferred income and recognized as investment income over the term of the loan. Upon prepayment of a loan, any unamortized Loan Origination Fees are recorded as investment income. In the general course of our business, we receive certain fees from portfolio companies, which are non-recurring in nature. Such fees include loan prepayment penalties, advisory, loan amendment and other fees, and are recorded as investment income when earned.

Fee income for the three and six months ended ~~March 31,~~June 30, 2022 and 2021 was as follows:


		Three Months Ended		Three Months Ended			Three Months Ended		Three Months Ended		Six Months Ended		Six Months Ended
($ in thousands)	($ in thousands)	March 31, 2022		March 31, 2021		($ in thousands)	June 30, 2022		June 30, 2021		June 30, 2022		June 30, 2021
Recurring Fee Income:	Recurring Fee Income:					Recurring Fee Income:
Amortization of loan origination fees	Amortization of loan origination fees	$	688	$	200	Amortization of loan origination fees	$	800	$	327	$	1,488	$	528
Management, valuation and other fees	Management, valuation and other fees	270		74		Management, valuation and other fees	274		105		544		180
Total Recurring Fee Income	Total Recurring Fee Income	958		274		Total Recurring Fee Income	1,074		432		2,032		708
Non-Recurring Fee Income:	Non-Recurring Fee Income:					Non-Recurring Fee Income:

Acceleration of unamortized loan origination fees	Acceleration of unamortized loan origination fees	22		21		Acceleration of unamortized loan origination fees	244		23		265		44
Advisory, loan amendment and other fees	Advisory, loan amendment and other fees	36		—		Advisory, loan amendment and other fees	410		16		446		14
Total Non-Recurring Fee Income	Total Non-Recurring Fee Income	58		21		Total Non-Recurring Fee Income	654		39		711		58
Total Fee Income	Total Fee Income	$	1,016	$	295	Total Fee Income	$	1,728	$	471	$	2,743	$	766

Payment-in-Kind (PIK) Interest Income

We currently hold, and expect to hold in the future, some loans in our portfolio that contain PIK interest provisions. PIK interest, computed at the contractual rate specified in each loan agreement, is periodically added to the principal balance of the loan, rather than being paid to us in cash, and is recorded as interest income. Thus, the actual collection of PIK interest may be deferred until the time of debt principal repayment.

PIK interest, which is a non-cash source of income at the time of recognition, is included in our taxable income and therefore affects the amount we are required to distribute to our stockholders to maintain our tax treatment as a RIC for U.S. federal income tax purposes, even though we have not yet collected the cash. Generally, when current cash interest and/or principal payments on a loan become past due, or if we otherwise do not expect the borrower to be able to service its debt and other obligations, we will place the loan on non-accrual status and will generally cease recognizing PIK interest income on that loan for financial reporting purposes until all principal and interest have been brought current through payment or due to a restructuring such that the interest income is deemed to be collectible. We write off any previously accrued and uncollected PIK interest when it is determined that the PIK interest is no longer collectible.

We may have to include in our ICTI, PIK interest income from investments that have been classified as non-accrual for financial reporting purposes. Interest income on non-accrual investments is not recognized for financial reporting purposes, but generally is recognized in ICTI. As a result, we may be required to make a distribution to our stockholders in order to satisfy the minimum distribution requirements, even though we will not have received and may not ever receive any corresponding cash amount.

Unused Commitments

In the normal course of business, we are party to financial instruments with off-balance sheet risk, consisting primarily of unused commitments to extend financing to our portfolio companies. Since commitments may expire without being drawn

upon, the total commitment amount does not necessarily represent future cash requirements. As of ~~March 31,~~June 30, 2022, we believe we have adequate financial resources to satisfy our unfunded commitments. The balances of unused commitments to extend financing as of ~~March 31,~~June 30, 2022 and December 31, 2021 were as follows:

Portfolio Company
($ in thousands) Investment Type March 31, 2022 December 31, 2021
Acclime Holdings HK Limited(1) Delayed Draw Term Loan $ 141 $ 141
Acclime Holdings HK Limited(1) Delayed Draw Term Loan 776 776
Air Comm Corporation, LLC(1) Delayed Draw Term Loan 108 108
Air Comm Corporation, LLC(1) Delayed Draw Term Loan 1,150 1,150
Amtech LLC(1) Delayed Draw Term Loan 909 909
Amtech LLC(1) Revolver 227 227
AnalytiChem Holding GmbH(1)(2)(3) Delayed Draw Term Loan 2,526 2,582
Aquavista Watersides 2 LTD(1)(2)(4) Bridge Revolver 146 151
Aquavista Watersides 2 LTD(1)(2)(4) Acquisition Facility 915 941
Astra Bidco Limited(1)(2)(4) Delayed Draw Term Loan 748 769
Avance Clinical Bidco Pty Ltd(1)(5) Delayed Draw Term Loan 1,081 1,046
Azalea Buyer, Inc.(1) Delayed Draw Term Loan 641 641
Azalea Buyer, Inc.(1) Revolver 321 321
Bariacum S.A(1)(2)(3) Acquisition Facility 668 682
Beyond Risk Management, Inc.(1)(2) Delayed Draw Term Loan 2,573 2,573
BigHand UK Bidco Limited(1)(2)(4) Acquisition Facility — 99
Bounteous, Inc.(1) Delayed Draw Term Loan 2,580 2,580
Brightpay Limited(1)(2)(3) Delayed Draw Term Loan 217 389
Brightpay Limited(1)(2)(3) Delayed Draw Term Loan 127 130
BrightSign LLC(1)(2) Revolver 715 715
British Engineering Services Holdco Limited(1)(4) Bridge Revolver — 86
CAi Software, LLC(1) Revolver 707 707
Canadian Orthodontic Partners Corp.(1)(2)(6) Delayed Draw Term Loan 115 160
Ceres Pharma NV(1)(2)(3) Delayed Draw Term Loan 975 996
CGI Parent, LLC(1)(2) Revolver 1,212 —
Coastal Marina Holdings, LLC(1)(2) PIK Tranche B Term Loan 656 656
Coastal Marina Holdings, LLC(1)(2) Tranche A Term Loan 1,788 1,788
Coyo Uprising GmbH(1)(2)(3) Delayed Draw Term Loan 1,053 1,076
Crash Champions, LLC(1)(2) Delayed Draw Term Loan 237 2,712
CSL DualCom(1)(4) Acquisition Term Loan 1,208 1,242
DecksDirect, LLC(1) Revolver 58 218
Dune Group(1)(3) Delayed Draw Term Loan 1,022 1,044
Dwyer Instruments, Inc.(1) Delayed Draw Term Loan 1,094 1,094
Eclipse Business Capital, LLC(1) Revolver 5,390 5,840
EMI Porta Holdco LLC(1) Delayed Draw Term Loan 4,805 5,339
EMI Porta Holdco LLC(1) Revolver 1,012 1,271
EPS NASS Parent, Inc.(1) Delayed Draw Term Loan 425 425
eShipping, LLC(1) Delayed Draw Term Loan 1,923 1,923
eShipping, LLC(1) Revolver 622 930
Events Software BidCo Pty Ltd(1)(5) Delayed Draw Term Loan 481 —
Fineline Technologies, Inc.(1) Delayed Draw Term Loan 240 240
Finexvet(1)(2)(3) Acquisition Facility 967 —
FragilePak LLC(1)(2) Delayed Draw Term Loan 3,779 3,779
Heartland Veterinary Partners, LLC(1) Delayed Draw Term Loan 235 235


Portfolio Company ($ in thousands)	Investment Type	June 30, 2022		December 31, 2021
Acclime Holdings HK Limited(1)	Delayed Draw Term Loan	$	—	$	141
Acclime Holdings HK Limited(1)	Delayed Draw Term Loan	—		776
Accurus Aerospace Corporation(1)(2)	Revolver	922		—

8185

Portfolio Company
($ in thousands) Investment Type March 31, 2022 December 31, 2021
IGL Holdings III Corp.(1) Delayed Draw Term Loan 360 360
Innovad Group II BV(1)(2)(3) Delayed Draw Term Loan 1,180 1,206
INOS 19-090 GmbH(1)(2)(3) Acquisition Facility 859 878
ITI Intermodal, Inc.(1) Delayed Draw Term Loan 103 103
ITI Intermodal, Inc.(1) Revolver 124 124
Jaguar Merger Sub Inc.(1)(2) Delayed Draw Term Loan 1,781 1,961
Jaguar Merger Sub Inc.(1)(2) Revolver 490 490
Jon Bidco Limited(1)(2)(7) Capex & Acquisition Facility 958 —
Jones Fish Hatcheries & Distributors LLC(1)(2) Revolver 418 —
Kano Laboratories LLC(1)(2) Delayed Draw Term Loan 1,574 1,903
Kano Laboratories LLC(1)(2) Delayed Draw Term Loan 1,903 1,574
Lambir Bidco Limited(1)(2)(3) Bridge Revolver 651 666
Lambir Bidco Limited(1)(2)(3) Delayed Draw Term Loan 1,303 1,332
LeadsOnline, LLC(1)(2) Revolver 1,952 —
LivTech Purchaser, Inc.(1)(2) Delayed Draw Term Loan 130 316
Marmoutier Holding B.V.(1)(2)(3) Delayed Draw Term Loan 396 405
Marmoutier Holding B.V.(1)(2)(3) Revolver 159 162
Marshall Excelsior Co.(1)(2) Revolver 633 —
MC Group Ventures Corporation(1)(2) Delayed Draw Term Loan 861 861
Modern Star Holdings Bidco Pty Limited(1)(5) CapEx Term Loan 371 360
Murphy Midco Limited(1)(4) Delayed Draw Term Loan 881 906
Narda Acquisitionco., Inc.(1) Revolver 684 684
Navia Benefit Solutions, Inc.(1) Delayed Draw Term Loan 4,338 4,338
Nexus Underwriting Management Limited(1)(2)(4) Revolver 52 53
Nexus Underwriting Management Limited(1)(2)(4) Acquisition Facility 962 989
Novotech Aus Bidco Pty Ltd(1)(2) Capex & Acquisition Facility C 1,042 —
OA Buyer, Inc.(1) Revolver 1,331 1,331
OAC Holdings I Corp(1) Revolver 343 —
OG III B.V.(1)(2)(3) Acquisition CapEx Facility 1,217 1,087
Omni Intermediate Holdings, LLC(1)(2) Delayed Draw Term Loan — 683
Omni Intermediate Holdings, LLC(1)(2) Delayed Draw Term Loan 2,505 3,643
OSP Hamilton Purchaser, LLC(1) Revolver 187 187
Pacific Health Supplies Bidco Pty Limited(1)(5) CapEx Term Loan 355 343
PDQ.Com Corporation(1)(2) Delayed Draw Term Loan — 868
Polara Enterprises, L.L.C.(1)(2) Revolver 273 273
Policy Services Company, LLC(1)(2) Delayed Draw Term Loan 1,579 2,632
Premium Invest(1)(2)(3) Acquisition Facility 779 834
ProfitOptics, LLC(1)(2) Revolver 194 —
Protego Bidco B.V.(1)(2)(3) Delayed Draw Term Loan 219 224
QPE7 SPV1 BidCo Pty Ltd(1)(5) Acquisition Term loan — 461
Questel Unite(1)(2)(3) Incremental Term Loan 2,881 2,944
REP SEKO MERGER SUB LLC(1)(2) Delayed Draw Term Loan 653 727
Reward Gateway (UK) Ltd(1)(2)(4) Acquisition Facility 804 1,301
Riedel Beheer B.V.(1)(3) Revolver — 230
Riedel Beheer B.V.(1)(2)(3) Delayed Draw Term Loan 150 153
Safety Products Holdings, LLC(1) Delayed Draw Term Loan 2,594 2,594
Scaled Agile, Inc.(1) Delayed Draw Term Loan 416 416


Portfolio Company ($ in thousands)	Investment Type	June 30, 2022	December 31, 2021
Air Comm Corporation, LLC(1)	Delayed Draw Term Loan	108	108
Air Comm Corporation, LLC(1)	Delayed Draw Term Loan	1,150	1,150
Amtech LLC(1)	Delayed Draw Term Loan	909	909
Amtech LLC(1)	Revolver	227	227
AnalytiChem Holding GmbH(1)(2)(3)	Delayed Draw Term Loan	—	2,582
AnalytiChem Holding GmbH(1)(2)(3)	Incremental Term Loan	428	—
AnalytiChem Holding GmbH(1)(2)(3)	Bridge Revolver	168	—
Aquavista Watersides 2 LTD(1)(2)(4)	Bridge Revolver	135	151
Aquavista Watersides 2 LTD(1)(2)(4)	Acquisition Facility	844	941
Astra Bidco Limited(1)(2)(4)	Delayed Draw Term Loan	690	769
Avance Clinical Bidco Pty Ltd(1)(2)(5)	Delayed Draw Term Loan	990	1,046
Azalea Buyer, Inc.(1)	Delayed Draw Term Loan	641	641
Azalea Buyer, Inc.(1)	Revolver	282	321
Bariacum S.A(1)(2)(3)	Acquisition Facility	627	682
Beyond Risk Management, Inc.(1)(2)	Delayed Draw Term Loan	2,423	2,573
BigHand UK Bidco Limited(1)(2)(4)	Acquisition Facility	—	99
Bounteous, Inc.(1)	Delayed Draw Term Loan	2,580	2,580
Brightpay Limited(1)(2)(3)	Delayed Draw Term Loan	178	389
Brightpay Limited(1)(2)(3)	Delayed Draw Term Loan	119	130
BrightSign LLC(1)(2)	Revolver	715	715
British Engineering Services Holdco Limited(1)(2)(4)	Bridge Revolver	—	86
CAi Software, LLC(1)(2)	Revolver	707	707
Canadian Orthodontic Partners Corp.(1)(2)(6)	Delayed Draw Term Loan	112	160
Ceres Pharma NV(1)(2)(3)	Delayed Draw Term Loan	916	996
CGI Parent, LLC(1)	Revolver	1,653	—
Coastal Marina Holdings, LLC(1)(2)	PIK Tranche B Term Loan	656	656
Coastal Marina Holdings, LLC(1)(2)	Tranche A Term Loan	1,788	1,788
Comply365, LLC(1)(2)	Revolver	556	—
Coyo Uprising GmbH(1)(2)(3)	Delayed Draw Term Loan	989	1,076
Crash Champions, LLC(1)(2)	Delayed Draw Term Loan	237	2,712
CSL DualCom(1)(2)(4)	Acquisition Term Loan	1,114	1,242
DecksDirect, LLC(1)(2)	Revolver	153	218
Dune Group(1)(2)(3)	Delayed Draw Term Loan	960	1,044
Dwyer Instruments, Inc.(1)(2)	Delayed Draw Term Loan	1,094	1,094
Eclipse Business Capital, LLC(1)	Revolver	3,234	5,840
EMI Porta Holdco LLC(1)	Delayed Draw Term Loan	4,475	5,339
EMI Porta Holdco LLC(1)	Revolver	859	1,271
EPS NASS Parent, Inc.(1)	Delayed Draw Term Loan	187	425
eShipping, LLC(1)	Delayed Draw Term Loan	1,923	1,923
eShipping, LLC(1)	Revolver	1,122	930
Events Software BidCo Pty Ltd(1)(2)(5)	Delayed Draw Term Loan	440	—
Fineline Technologies, Inc.(1)	Delayed Draw Term Loan	240	240
Finexvet(1)(2)(3)	Acquisition Facility	230	—
Footco 40 Limited(1)(2)(4)	Delayed Draw Term Loan	773	—
FragilePak LLC(1)(2)	Delayed Draw Term Loan	3,779	3,779
GPZN II GmbH(1)(2)(3)	Term Loan	549	—
Heartland Veterinary Partners, LLC(1)(2)	Delayed Draw Term Loan	95	235

8286

Portfolio Company
($ in thousands) Investment Type March 31, 2022 December 31, 2021
Scaled Agile, Inc.(1) Revolver 336 336
Smartling, Inc.(1) Delayed Draw Term Loan 1,176 1,177
Smartling, Inc.(1) Revolver 588 588
SSCP Pegasus Midco Limited(1)(4) Delayed Draw Term Loan 1,842 1,895
Superjet Buyer, LLC(1) Revolver 1,460 1,460
Syntax Systems Ltd(1)(2) Revolver 264 336
Syntax Systems Ltd(1)(2) Delayed Draw Term Loan 1,142 1,142
Tank Holding Corp(1) Revolver 655 —
Techone B.V.(1)(2)(3) Delayed Draw Term Loan 475 485
Techone B.V.(1)(2)(3) Revolver 127 129
Tencarva Machinery Company, LLC(1) Delayed Draw Term Loan 591 591
Tencarva Machinery Company, LLC(1) Revolver 752 752
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)(1) Delayed Draw Term Loan 2,707 2,707
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)(1) Revolver 796 796
Turbo Buyer, Inc.(1) Delayed Draw Term Loan 1,493 1,494
Turbo Buyer, Inc.(1) Delayed Draw Term Loan 1,623 —
Victoria Bidco Limited(1)(2)(4) Delayed Draw Term Loan 790 —
W2O Holdings, Inc.(1) Delayed Draw Term Loan 1,549 1,549
Waccamaw River(2) Joint Venture 4,580 11,280
Woodland Foods, LLC(1) Revolver 810 967
ZB Holdco LLC(1)(2) Delayed Draw Term Loan 676 —
ZB Holdco LLC(1)(2) Revolver 423 —
Zeppelin Bidco Limited(1)(2)(4) Capex / Acquisition Facility 1,736 —
Zeppelin Bidco Limited(1)(2)(4) Revolver 289 —
Total unused commitments to extend financing $ 114,098 $ 116,977


Portfolio Company ($ in thousands)	Investment Type	June 30, 2022	December 31, 2021
IGL Holdings III Corp.(1)	Delayed Draw Term Loan	—	360
Innovad Group II BV(1)(2)(3)	Delayed Draw Term Loan	817	1,206
INOS 19-090 GmbH(1)(2)(3)	Acquisition Facility	807	878
ITI Intermodal, Inc.(1)(2)	Delayed Draw Term Loan	103	103
ITI Intermodal, Inc.(1)(2)	Revolver	124	124
Jaguar Merger Sub Inc.(1)(2)	Delayed Draw Term Loan	711	1,961
Jaguar Merger Sub Inc.(1)(2)	Revolver	490	490
Jon Bidco Limited(1)(2)(7)	Capex & Acquisition Facility	856	—
Jones Fish Hatcheries & Distributors LLC(1)	Revolver	418	—
Kano Laboratories LLC(1)(2)	Delayed Draw Term Loan	1,574	1,903
Kano Laboratories LLC(1)(2)	Delayed Draw Term Loan	1,903	1,574
Lambir Bidco Limited(1)(2)(3)	Bridge Revolver	—	666
Lambir Bidco Limited(1)(2)(3)	Delayed Draw Term Loan	1,224	1,332
LeadsOnline, LLC(1)	Revolver	1,692	—
LivTech Purchaser, Inc.(1)	Delayed Draw Term Loan	130	316
Marmoutier Holding B.V.(1)(2)(3)	Delayed Draw Term Loan	372	405
Marmoutier Holding B.V.(1)(2)(3)	Revolver	149	162
Marshall Excelsior Co.(1)(2)	Revolver	416	—
MC Group Ventures Corporation(1)	Delayed Draw Term Loan	861	861
Modern Star Holdings Bidco Pty Limited(1)(2)(5)	CapEx Term Loan	340	360
Murphy Midco Limited(1)(2)(4)	Delayed Draw Term Loan	813	906
Narda Acquisitionco., Inc.(1)(2)	Revolver	684	684
Navia Benefit Solutions, Inc.(1)	Delayed Draw Term Loan	4,338	4,338
Nexus Underwriting Management Limited(1)(2)(4)	Revolver	—	53
Nexus Underwriting Management Limited(1)(2)(4)	Acquisition Facility	817	989
Novotech Aus Bidco Pty Ltd(1)(2)	Capex & Acquisition Facility C	1,042	—
OA Buyer, Inc.(1)(2)	Revolver	1,331	1,331
OAC Holdings I Corp(1)	Revolver	147	—
OG III B.V.(1)(2)(3)	Acquisition CapEx Facility	—	1,087
Omni Intermediate Holdings, LLC(1)(2)	Delayed Draw Term Loan	—	683
Omni Intermediate Holdings, LLC(1)(2)	Delayed Draw Term Loan	2,505	3,643
OSP Hamilton Purchaser, LLC(1)	Revolver	131	187
Pacific Health Supplies Bidco Pty Limited(1)(5)	CapEx Term Loan	—	343
PDQ.Com Corporation(1)	Delayed Draw Term Loan	—	868
Perimeter Master Note Business Trust(1)(2)	Secured Note - Class A	55	—
Perimeter Master Note Business Trust (1)(2)	Secured Note - Class B	55	—
Perimeter Master Note Business Trust (1)(2)	Secured Note - Class C	55	—
Perimeter Master Note Business Trust (1)(2)	Secured Note - Class D	55	—
Perimeter Master Note Business Trust (1)(2)	Secured Note - Class E	2,794	—
Polara Enterprises, L.L.C.(1)(2)	Revolver	237	273
Policy Services Company, LLC(1)(2)	Delayed Draw Term Loan	—	2,632
Premium Invest(1)(2)(3)	Acquisition Facility	732	834
ProfitOptics, LLC(1)(2)	Revolver	194	—
Protego Bidco B.V.(1)(2)(3)	Delayed Draw Term Loan	206	224
PSP Intermediate 4, LLC(1)(2)(3)	Delayed Draw Term Loan	712	—
QPE7 SPV1 BidCo Pty Ltd(1)(2)(5)	Acquisition Term loan	—	461
Questel Unite(1)(2)(3)	Incremental Term Loan	2,707	2,944


Portfolio Company ($ in thousands)	Investment Type	June 30, 2022		December 31, 2021
REP SEKO MERGER SUB LLC(1)(2)	Delayed Draw Term Loan	465		727
Reward Gateway (UK) Ltd(1)(2)(4)	Acquisition Facility	742		1,301
Riedel Beheer B.V.(1)(2)(3)	Revolver	—		230
Riedel Beheer B.V.(1)(2)(3)	Delayed Draw Term Loan	141		153
Safety Products Holdings, LLC(1)	Delayed Draw Term Loan	2,594		2,594
Sanoptis S.A.R.L.(1)(3)	Acquisition Facility	2,806		—
Scaled Agile, Inc.(1)	Delayed Draw Term Loan	416		416
Scaled Agile, Inc.(1)	Revolver	336		336
Scout Bidco B.V.(1)(2)(3)	Delayed Draw Term Loan	1,112		—
Scout Bidco B.V.(1)(2)(3)	Revolver	504		—
Sereni Capital NV(1)(2)(3)	Term Loan	376		—
Sereni Capital NV(1)(2)(3)	Revolver	53		—
Smartling, Inc.(1)	Delayed Draw Term Loan	1,176		1,177
Smartling, Inc.(1)	Revolver	588		588
SSCP Pegasus Midco Limited(1)(2)(4)	Delayed Draw Term Loan	1,699		1,895
Superjet Buyer, LLC(1)	Revolver	1,460		1,460
Syntax Systems Ltd(1)	Revolver	264		336
Syntax Systems Ltd(1)	Delayed Draw Term Loan	1,142		1,142
Tank Holding Corp(1)	Revolver	382		—
Techone B.V.(1)(2)(3)	Delayed Draw Term Loan	—		485
Techone B.V.(1)(2)(3)	Revolver	65		129
Tencarva Machinery Company, LLC(1)	Delayed Draw Term Loan	591		591
Tencarva Machinery Company, LLC(1)	Revolver	752		752
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)(1)	Delayed Draw Term Loan	2,707		2,707
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)(1)	Revolver	796		796
Turbo Buyer, Inc.(1)	Delayed Draw Term Loan	—		1,494
Turbo Buyer, Inc.(1)	Delayed Draw Term Loan	1,537		—
Union Bidco Limited(1)(4)	Acquisition Facility	151		—
United Therapy Holding III GmbH(1)(2)(3)	Acquisition Facility	1,588		—
Victoria Bidco Limited(1)(2)(4)	Delayed Draw Term Loan	729		—
W2O Holdings, Inc.(1)	Delayed Draw Term Loan	1,060		1,549
Waccamaw River(2)	Joint Venture	2,480		11,280
Woodland Foods, LLC(1)	Revolver	684		967
Xeinadin Bidco Limited(1)(2)(4)	Term Loan	2,394		—
ZB Holdco LLC(1)	Delayed Draw Term Loan	676		—
ZB Holdco LLC(1)	Revolver	423		—
Zeppelin Bidco Limited(1)(2)(4)	Capex / Acquisition Facility	1,270		—
Zeppelin Bidco Limited(1)(2)(4)	Revolver	267		—
Total unused commitments to extend financing		$	110,000	$	116,977

(1)Our estimate of the fair value of the current investments in these portfolio companies includes an analysis of the fair value of any unfunded commitments.

(2)Represents a commitment to extend financing to a portfolio company where one or more of our current investments in the portfolio company are carried at less than cost.

(3)Actual commitment amount is denominated in Euros. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.

(4)Actual commitment amount is denominated in British pounds sterling. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.

(5)Actual commitment amount is denominated in Australian dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.

(6)Actual commitment amount is denominated in Canadian dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.

(7)Actual commitment amount is denominated in New Zealand dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We are subject to market risk. Market risk includes risks that arise from changes in interest rates, commodity prices, equity prices and other market changes that affect market sensitive instruments. The prices of securities held by us may decline in response to certain events, including those directly involving the companies we invest in; conditions affecting the general economy; overall market changes; global pandemics; legislative reform; local, regional, national or global political, social or economic instability; and interest rate fluctuations.

In addition, we are subject to interest rate risk. Interest rate risk is defined as the sensitivity of our current and future earnings to interest rate volatility, variability of spread relationships, the difference in re-pricing intervals between our assets and liabilities and the effect that interest rates may have on our cash flows. Changes in the general level of interest rates can affect our net interest income, which is the difference between the interest income earned on interest earning assets and our interest expense incurred in connection with our interest bearing debt and liabilities. Changes in interest rates can also affect,

among other things, our ability to acquire and originate loans and securities and the value of our investment portfolio. Our net investment income is affected by fluctuations in various interest rates, including LIBOR, EURIBOR, GBP LIBOR, BBSY, ~~EURIBOR~~CDOR, SONIA, BKBM, SARON and ~~GBP LIBOR.~~SOFR. Our risk management systems and procedures are designed to identify and analyze our risk, to set appropriate policies and limits and to continually monitor these risks. We regularly measure exposure to interest rate risk and determine whether or not any hedging transactions are necessary to mitigate exposure to changes in interest rates. As of ~~March 31,~~June 30, 2022, we were not a party to any interest rate hedging arrangements.

As of March 31, 2022, approximately $810.8 million (principal amount) of our debt portfolio investments bore interest at variable rates, which generally are LIBOR-based (or based on an equivalent applicable currency rate), and many of which are subject to certain floors. A hypothetical 200 basis point increase or decrease in the interest rates on our variable-rate debt investments could increase or decrease, as applicable, our investment income by a maximum of $16.2 million on an annual basis.

Borrowings under the ING Credit Facility bear interest on a per annum basis equal to (i) for borrowings denominated in U.S. Dollars, subject to our election, the alternate base rate plus 1.15% or the adjusted eurocurrency rate plus 2.15%, (ii) for borrowings denominated in Pounds Sterling, Swiss Francs, Euros, Canadian Dollars, Danish Krone, Norwegian Krone or Swedish Krona, the adjusted eurocurrency rate plus 2.15%, (iii) for borrowings denominated in Australian Dollars, the adjusted eurocurrency rate plus 2.35%, or (iv) for borrowings denominated in New Zealand Dollars, the adjusted eurocurrency rate plus 2.45%. As of March 31, 2022, the alternate base rate was equal to the greatest of (i) the prime rate, (ii) the federal funds rate plus 0.50%, (iii) the overnight bank funding rate plus 0.50%, (iv) the adjusted three-month LIBOR plus 1.00% and (v) 1.00%. The adjusted eurocurrency rate is equal to the eurocurrency rate for the applicable interest period plus any applicable statutory reserve rate for such interest period, subject to a 0.00% floor. A hypothetical 200 basis point increase or decrease in the interest rates on the ING Credit Facility could increase or decrease, as applicable, our interest expense by a maximum of $9.7 million on an annual basis (based on the amount of outstanding borrowings under the ING Credit Facility as of March 31, 2022). On April 25, 2022, the Company amended the ING Credit Facility to, among other things, replace the LIBOR benchmark provisions with SOFR benchmark provisions.

In July 2017, the head of the U.K. Financial Conduct Authority (the “FCA”), announced that the FCA will no longer persuade or compel banks to submit rates for the calculation of LIBOR after 2021. In March 2021, the FCA confirmed that all LIBOR settings will either cease to be provided by any administrator or no longer be representative: (a) immediately after December 31, 2021, in the case of sterling, euro, Swiss franc, and Japanese yen, and the one week and two month U.S. dollar settings; and (b) immediately after June 30, 2023, in the case of the remaining U.S. dollar settings. In addition, as a result of supervisory guidance from U.S. regulators, some U.S. regulated entities ceased to enter into new LIBOR contracts after January 1, 2022. At this time, no consensus exists as to what rate or rates will become accepted alternatives to LIBOR, although the Alternative Reference Rates Committee, a steering committee convened by the Board of Governors of the Federal Reserve System and the Federal Reserve Bank of New York and comprised of large U.S. financial institutions, has recommended the use of the Secured Overnight Financing Rate, SOFR. There are many uncertainties regarding a transition from LIBOR to SOFR or any other alternative benchmark rate that may be established, including, but not limited to, the timing of any such transition, the need to amend all contracts with LIBOR as the referenced rate and, given the inherent differences between LIBOR and SOFR or any other alternative benchmark rate, how any transition may impact the cost and performance of impacted securities, variable rate debt and derivative financial instruments. In addition, SOFR or another alternative benchmark rate may fail to gain market acceptance, which could adversely affect the return on, value of and market for securities, variable rate debt and derivative financial instruments linked to such rates. The effects of a transition from LIBOR to SOFR or any other alternative benchmark rate on our cost of capital and net investment income cannot yet be determined definitively. All of our loan agreements with our portfolio companies include fallback language in the event that LIBOR becomes unavailable. This language generally either includes a clearly defined alternative reference rate after LIBOR’s discontinuation or provides that the administrative agent may identify a replacement reference rate, typically with the consent of (or prior consultation with) the borrower. In certain cases, the administrative agent will be required to obtain the consent of either a majority of the lenders under the facility, or the consent of each lender, prior to identifying a replacement reference rate. In addition, any further changes or reforms to the determination or supervision of LIBOR may result in a sudden or prolonged increase or decrease in reported LIBOR, which could have an adverse impact on the market value for or value of any LIBOR-linked securities, loans, and other financial obligations or extensions of credit held by or due to us and could have a material adverse effect on our business, financial condition and results of operations.

The U.S. Federal Reserve is currently embarking on an aggressive campaign of raising interest rates to address significant and persistent inflation. The goal of these interest rate increases is to slow economic growth and reduce price pressure. There is a significant chance that this central bank tightening cycle could force the U.S. into a recession, as which point interest rates and base rates would likely decrease. A prolonged reduction in interest rates will reduce our gross investment income and could result in a decrease in our net investment income if such decreases in SOFR are not offset by a corresponding increase in the spread over SOFR that we earn on any portfolio investments, a decrease in in our operating expenses, including with respect to our income incentive fee, or a decrease in the interest rate of our floating interest rate liabilities tied to SOFR.

As of June 30, 2022, approximately $903.4 million (principal amount) of our debt portfolio investments bore interest at variable rates, which generally are LIBOR-based (or based on an equivalent applicable currency rate), and many of which are subject to certain floors. A hypothetical 200 basis point increase or decrease in the interest rates on our variable-rate debt investments could increase or decrease, as applicable, our investment income by a maximum of $18.1 million on an annual basis.

Borrowings under the ING Credit Facility bear interest on a per annum basis equal to (i) for borrowings denominated in U.S. Dollars, subject to our election, the alternate base rate plus 1.15% or the adjusted eurocurrency rate plus 2.15%, (ii) for borrowings denominated in Pounds Sterling, Swiss Francs, Euros, Canadian Dollars, Danish Krone, Norwegian Krone or Swedish Krona, the adjusted eurocurrency rate plus 2.15%, (iii) for borrowings denominated in Australian Dollars, the adjusted eurocurrency rate plus 2.35%, or (iv) for borrowings denominated in New Zealand Dollars, the adjusted eurocurrency rate plus 2.45%. As of June 30, 2022, the alternate base rate was equal to the greatest of (i) the prime rate, (ii) the federal funds rate plus 0.50%, (iii) the overnight bank funding rate plus 0.50%, (iv) the adjusted three-month LIBOR plus 1.00% and (v) 1.00%. The adjusted eurocurrency rate is equal to the eurocurrency rate for the applicable interest period plus any applicable statutory reserve rate for such interest period, subject to a 0.00% floor. A hypothetical 200 basis point increase or decrease in the interest rates on the ING Credit Facility could increase or decrease, as applicable, our interest expense by a maximum of $11.9 million on an annual basis (based on the amount of outstanding borrowings under the ING Credit Facility as of June 30, 2022). On April 25, 2022, the Company amended the ING Credit Facility to, among other things, replace the LIBOR benchmark provisions with SOFR benchmark provisions.

Because we have previously borrowed, and plan to borrow in the future, money to make investments, our net investment income will be dependent upon the difference between the rate at which we borrow funds and the rate at which we invest the funds borrowed. Accordingly, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income. In periods of rising interest rates, our cost of funds would increase, which

could reduce our net investment income if there is not a corresponding increase in interest income generated by our investment portfolio.

We may also have exposure to foreign currencies related to certain investments. Such investments are translated into U.S. dollars based on the spot rate at the relevant balance sheet date, exposing us to movements in the exchange rate. In order to reduce our exposure to fluctuations in exchange rates, we generally borrow in local foreign currencies under the ING Credit Facility to finance such investments. As of ~~March 31,~~June 30, 2022, we had U.S. dollar borrowings of ~~$370.0~~$470.0 million under the ING Credit Facility with an interest rate of ~~2.528% (one~~4.211% (with Term SOFR borrowings subject to one month ~~LIBOR~~SOFR of ~~0.378%~~1.505% and ABR borrowings subject to the Prime Rate of 4.75%), borrowings denominated in British pounds sterling of £33.2 million ($~~43.7~~40.3 million U.S. dollars) with ~~a weighted average~~an interest rate of ~~2.627%~~3.122% (one month GBP LIBOR of ~~0.477%~~0.972%) ~~and~~, borrowings denominated in Euros of €63.5 million ($~~70.7~~66.4 million U.S. dollars) with an interest rate of 2.150% (one month EURIBOR of 0.000%) and borrowings denominated in Australian Dollars of A$25.5 million ($17.5 million U.S. dollars) with an interest rate of 3.275% (one month AUD Screen Rate of 1.125%).

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on the evaluation of these disclosure controls and procedures, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of ~~March 31,~~June 30, 2022. It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Because of these and other inherent limitations of control systems, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the ~~first~~second quarter of 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

8590

PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

Neither we, the Adviser, nor our subsidiaries are currently subject to any material pending legal proceedings, other than ordinary routine litigation incidental to our respective businesses. We, the Adviser, and our subsidiaries may from time to time, however, be involved in litigation arising out of our operations in the normal course of business or otherwise. Furthermore, third parties may seek to impose liability on us in connection with the activities of our portfolio companies. While the outcome of any current legal proceedings cannot at this time be predicted with certainty, we do not expect any current matters will materially affect our financial condition or results of operations; however, there can be no assurance whether any pending legal proceedings will have a material adverse effect on our financial condition or results of operations in any future reporting period.

Item 1A. Risk Factors.

You should carefully consider the risks described in Item 1A entitled "Risk Factors" in Part 1 of our Annual Report on Form 10-K for the year ended December 31, 2021, which was filed with the SEC on February 23, 2022, and all other information contained in this Quarterly Report on Form 10-Q, including our interim financial statements and the related notes thereto, before making a decision to purchase our securities. The risks and uncertainties referenced herein and in our most recent Annual Report on Form 10-K are not the only ones facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may have a material adverse effect on our business, financial condition and/or operating results, as well as the value of our securities.

There have been no material changes during the three months ended ~~March 31,~~June 30, 2022 to the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2021. If any of such risks actually occur, our business, financial condition or results of operations could be materially adversely affected. If that happens, the value of our securities could decline, and you may lose all or part of your investment.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Sales of Unregistered Securities

Except as previously reported by us on our current reports on Form 8-K, we did not sell any equity securities during the period covered by this Quarterly Report on Form 10-Q that were not registered under the Securities Act.

We entered into Subscription Agreements with a number of investors for the private placement of our common stock. Under the terms of the Subscription Agreements, investors are required to make capital contributions to purchase our common stock up to the amount of their respective capital commitments on an as-needed basis with a minimum of 10 calendar days’ prior notice, at a per share price that is at least equal to the net asset value per share of the common stock to be acquired.

The below table sets forth the total shares of our common stock issued and aggregate purchase price related to drawdown notices delivered pursuant to the Subscription Agreements during the three months ended March 31, 2022:

For the Three Months Ended March 31, 2022
Share Issue Date Shares Issued Aggregate Offering Price
($ in thousands)
March 24, 2022 5,109,543 $ 113,892 (1)
Total 5,109,543 $ 113,892

~~(1)~~Includes 44,863.18 shares issued at an aggregate offering price of $1.0 million to C.M. Life Insurance Company, an affiliate of MassMutual and the Adviser, and includes 852,400.18 shares issued at an aggregate offering price of $19.0 million to MassMutual.None.

Issuer Purchases of Equity Securities

We did not repurchase any of our equity securities during the three months ended ~~March 31,~~June 30, 2022.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.


Number			Exhibit

3.1			Articles of Amendment and Restatement of the Registrant (Filed as Exhibit 3.1 to the Company's Registration Statement on Form 10 (File No. 000-56180) filed with the Securities and Exchange Commission on June 26, 2020 and incorporated herein by reference).

3.2			Bylaws of the Registrant (Filed as Exhibit 3.2 to the Company's Registration Statement on Form 10 (File No. 000-56180) filed with the Securities and Exchange Commission on June 26, 2020 and incorporated herein by reference).

~~10.1~~			Note Purchase Agreement by and between the Company and the purchasers party thereto, dated February 22, 2022 (Filed as Exhibit 10.1 to the Company's Current Report on Form 8-K (File No. 814-01348) filed with the Securities and Exchange Commission on March 1, 2022 and incorporated herein by reference).^







~~10.2~~10.1			Amendment No. 2 to Amended and Restated Senior Secured Revolving Credit Agreement, by and among the Company, ING Capital LLC, as administrative agent, the lenders party thereto and, solely with respect to Section 2.9 of Amendment No. 2, the subsidiary guarantors party thereto, dated April 25, 2022 ~~(Filed~~(Filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 814-01348) filed with the Securities and Exchange Commission on April 29, 2022 and incorporated herein by reference).^

31.1			Chief Executive Officer Certification Pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

31.2			Chief Financial Officer Certification Pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

32.1			Chief Executive Officer Certification pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

32.2			Chief Financial Officer Certification pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

* Filed Herewith.

** Furnished Herewith.

^ Exhibits and/or schedules to this Exhibit have been omitted in accordance with Item 601 of Regulation S-K. The ~~registrant~~Company agrees to furnish supplementally a copy of all omitted exhibits and/or schedules to the SEC upon its request.

8792

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


		BARINGS CAPITAL INVESTMENT CORPORATION

Date:	~~May 5,~~August 9, 2022	/s/ Ian Fowler
		Ian Fowler
		Chief Executive Officer
		(Principal Executive Officer)

Date:	~~May 5,~~August 9, 2022	/s/ Jonathan Bock
		Jonathan Bock
		Chief Financial Officer
		(Principal Financial Officer)

Date:	~~May 5,~~August 9, 2022	/s/ Elizabeth A. Murray
		Elizabeth A. Murray
		Principal Accounting Officer

8893


Portfolio Company (5)	Industry	Type of Investment(1) (2)	Principal Amount		Cost		Fair Value
Non–Control / Non–Affiliate Investments:

Accelerant Holdings (0.4%)*(6)	Banking, Finance, Insurance & Real Estate	Class A Convertible Preferred Equity (2,500 shares, Acquired 01/22)			$	2,500	$	2,552
					2,500		2,552

Acclime Holdings HK Limited (0.6%)*(3) (6) (7) (10)	Business Services	First Lien Senior Secured Term Loan (LIBOR + 6.5%, 7.0% Cash, Acquired 08/21, Due 07/27)	$	4,023	3,894		3,907
			4,023		3,894		3,907

Acogroup (1.2%)*(3) (6) (7) (14)	Business Services	First Lien Senior Secured Term Loan (EURIBOR + 6.25%, 6.3% Cash, Acquired 03/22, Due 10/26)	7,488		7,215		7,301
			7,488		7,215		7,301

ADB Safegate (0.8%)*(3) (7) (9)	Aerospace & Defense	Second Lien Senior Secured Term Loan (LIBOR + 7.75%, 8.8% Cash, Acquired 08/21, Due 10/25)	5,500		5,113		5,118
			5,500		5,113		5,118

Advantage Software Company (The), LLC (0.1%)*(6)	Advertising, Printing & Publishing	Class A1 Partnership Units (3,012.94 units, Acquired 12/21)			97		312
		Class A2 Partnership Units (777.09 units, Acquired 12/21)			25		80
		Class B1 Partnership Units (3,012.94 units, Acquired 12/21)			3		2
		Class B2 Partnership Units (777.09 units, Acquired 12/21)			1		1
					126		395

Air Canada 2020-2 Class B Pass Through Trust (0.4%)*	Airlines	Structured Secured Note - Class B (9.0% Cash, Acquired 09/20, Due 10/25)	2,057		2,057		2,195
			2,057		2,057		2,195

Air Comm Corporation, LLC (2.7%)* (6) (7) (9)	Aerospace & Defense	First Lien Senior Secured Term Loan (LIBOR + 5.5%, 6.3% Cash, Acquired 06/21, Due 07/27)	16,707		16,382		16,404
			16,707		16,382		16,404

AIT Worldwide Logistics Holdings, Inc. (0.8%)*(6)	Transportation Services	Second Lien Senior Secured Term Loan (LIBOR + 7.75%, 8.5% Cash, Acquired 04/21, Due 04/29)(7) (9)	4,849		4,750		4,744
		Partnership Units (161.64 units, Acquired 04/21)			162		318
			4,849		4,912		5,062

Alpine US Bidco LLC (2.9%)*(6) (7) (8)	Agricultural Products	Second Lien Senior Secured Term Loan (LIBOR + 9.0%, 9.8% Cash, Acquired 05/21, Due 05/29)	18,156		17,654		17,612
			18,156		17,654		17,612

Amtech LLC (0.2%)*(6) (7)	Technology	First Lien Senior Secured Term Loan (LIBOR + 5.5%, 6.3% Cash, Acquired 11/21, Due 11/27)(8)	1,363		1,321		1,324
		Revolver (LIBOR + 5.5%, 6.3% Cash, Acquired 11/21, Due 11/27)(9)	—		(4)		(4)
			1,363		1,317		1,320

Anagram Holdings, LLC (1.0%)*(3)	Chemicals, Plastics, & Rubber	First Lien Senior Secured Note (10.0% Cash, 5.0% PIK, Acquired 08/20, Due 08/25)	5,902		5,547		6,286
			5,902		5,547		6,286

AnalytiChem Holding Gmbh (0.6%)* (3) (6) (7)	Chemicals	First Lien Senior Secured Term Loan (BBSY + 6.25%, 6.3% Cash, Acquired 11/21, Due 12/28)(22)	968		919		947
		First Lien Senior Secured Term Loan (EURIBOR + 6.25%, 6.3% Cash, Acquired 11/21, Due 12/28)(14)	1,967		1,926		1,871
		First Lien Senior Secured Term Loan (LIBOR + 6.25%, 6.3% Cash, Acquired 11/21, Due 12/28)(9)	614		614		601
			3,549		3,459		3,419

Aptus 1829. GmbH (0.6%)*(3) (6)	Chemicals, Plastics, & Rubber	First Lien Senior Secured Term Loan (EURIBOR + 6.5%, 6.5% Cash, Acquired 09/21, Due 09/27)(7) (14)	3,477		3,578		3,404
		Preferred Stock (9 Units, Acquired 09/21)			79		77
		Common Stock (32 Units, Acquired 09/21)			8		8
			3,477		3,665		3,489


	For the Three Months Ended March 31, 2022
Share Issue Date	Shares Issued	Aggregate Offering Price ($ in thousands)
March 24, 2022	5,109,543	$	113,892	(1)

Total	5,109,543	$	113,892