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Table of Contents


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-Q

(Mark One)
ýQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2022March 31, 2023
OR
¨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)

Maryland85-0654007
(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.

Title of Each ClassTrading SymbolName of Each Exchange on Which Registered
NoneNoneNone

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  ¨ý    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 filerýSmaller reporting company¨
Emerging growth companyý
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 November 10, 2022May 4, 2023 was 27,496,359.28,142,612.




BARINGS CAPITAL INVESTMENT CORPORATION
TABLE OF CONTENTS
QUARTERLY REPORT ON FORM 10-Q
Page
PART I – FINANCIAL INFORMATION
Item 1.
Unaudited Consolidated Balance Sheet as of September 30, 2022March 31, 2023 and Consolidated Balance Sheet as of December 31, 20212022
3
Unaudited Consolidated StatementsStatements of Operations for thethe Three and Nine Months Ended September 30,March 31, 2023 and 2022 and 2021
4
Unaudited Consolidated Statements of Changes in Net Assets for thethe Three and Nine Months Ended September 30,March 31, 2023 and 2022 and 2021
6
Unaudited Consolidated Statements of Cash Flows for the NineThree Months Ended September 30,March 31, 2023 and 2022 and 2021
87
Unaudited Consolidated Schedule of Investments as of September 30, 2022March 31, 2023
98
Consolidated Schedule of Investments as of December 31, 20212022
2830
4251
Item 2.
7484
Item 3.
92102
Item 4.
94104
PART II – OTHER INFORMATION
Item 1.
95105
Item 1A.
95105
Item 2.
95106
Item 3.
95106
Item 4.
95106
Item 5.
95106
Item 6.
96107
97108
2


PART I – FINANCIAL INFORMATION


Item 1.Financial Statements.
Barings Capital Investment Corporation
Consolidated Balance SheetsBarings Capital Investment Corporation
(Exact name of registrant as specified in thousands, except shareits charter)

Maryland85-0654007
(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 per share data)Former Fiscal Year, if Changed Since Last Report: N/A
September 30, 2022December 31, 2021
(Unaudited)
Assets:
Investments at fair value:
Non-Control / Non-Affiliate investments (cost of $1,022,258 and $748,498 as of September 30, 2022 and December 31, 2021, respectively)$983,197 $754,861 
Affiliate investments (cost of $110,544 and $106,145 as of September 30, 2022 and December 31, 2021, respectively)122,754 110,281 
Total investments at fair value1,105,951 865,142 
Cash107,341 41,951 
Foreign currencies (cost of $18,133 and $3,072 as of September 30, 2022 and December 31, 2021, respectively)17,678 3,098 
Interest and fees receivable25,907 11,876 
Prepaid expenses and other assets205 69 
Derivative asset10,557 571 
Deferred financing fees3,100 3,338 
Receivable from unsettled transactions37,815 40,994 
Total assets$1,308,554 $967,039 
Liabilities:
Accounts payable and accrued liabilities$1,010 $854 
Interest payable1,412 515 
Administrative fees payable317 200 
Base management fees payable428 285 
Incentive management fees payable3,073 3,570 
Derivative liability602 537 
Payable from unsettled transactions17,524 18,141 
Borrowings under subscription and credit facilities572,805 458,109 
Notes payable (net of deferred financing fees)99,699 — 
Total liabilities696,870 482,211 
Commitments and contingencies (Note 7)
Net Assets:
Common stock, $0.001 par value per share (500,000,000 shares authorized, 27,496,359 and 21,614,871 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively)28 22 
Additional paid-in capital596,825 465,631 
Total distributable earnings14,831 19,175 
Total net assets611,684 484,828 
Total liabilities and net assets$1,308,554 $967,039 
Net asset value per share$22.25 $22.43 
Securities registered pursuant to Section 12(b) of the Act:

Title of Each ClassTrading SymbolName of Each Exchange on Which Registered
NoneNoneNone

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  ý    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 accompanying notes.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 filerýSmaller reporting company¨
Emerging growth companyý
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 4, 2023 was 28,142,612.
3


BARINGS CAPITAL INVESTMENT CORPORATION
TABLE OF CONTENTS
QUARTERLY REPORT ON FORM 10-Q
Page
PART I – FINANCIAL INFORMATION
Item 1.
Unaudited Consolidated Balance Sheet as of March 31, 2023 and Consolidated Balance Sheet as of December 31, 2022
3
Unaudited Consolidated Statements of Operations for the Three Months EndedMarch 31, 2023 and 2022
4
6
Unaudited Consolidated Statements of Cash Flows for the Three Months EndedMarch 31, 2023 and 2022
7
Unaudited Consolidated Schedule of Investments as of March 31, 2023
8
Consolidated Schedule of Investments as of December 31, 2022
30
51
Item 2.
84
Item 3.
102
Item 4.
104
PART II – OTHER INFORMATION
Item 1.
105
Item 1A.
105
Item 2.
106
Item 3.
106
Item 4.
106
Item 5.
106
Item 6.
107
108
2

PART I – FINANCIAL INFORMATION

Item 1.Financial Statements.
Barings Capital Investment Corporation
Unaudited Consolidated Statements of Operations
(in thousands, except share and per share data)
Three Months EndedThree Months EndedNine Months EndedNine Months Ended
September 30, 2022September 30, 2021September 30, 2022September 30, 2021
Investment income:
Interest income:
Non-Control / Non-Affiliate investments$20,020 $8,338 $50,994 $19,856 
Affiliate investments118 39 272 39 
Short-term investments— 1 — 7 
Total interest income20,138 8,378 51,266 19,902 
Dividend income:
Non-Control / Non-Affiliate investments759 65 945 98 
Affiliate investments2,639 1,870 9,116 2,204 
Total dividend income3,398 1,935 10,061 2,302 
Fee and other income:
Non-Control / Non-Affiliate investments1,815 852 4,554 1,618 
Affiliate investments5 7 11 7 
Total fee and other income1,820 859 4,565 1,625 
Payment-in-kind interest income:
Non-Control / Non-Affiliate investments1,071 545 2,931 1,399 
Total payment-in-kind interest income1,071 545 2,931 1,399 
Interest income from cash4 — 4 — 
Total investment income26,431 11,717 68,827 25,228 
Operating expenses:
Interest and other financing fees7,630 2,415 16,435 5,159 
Base management fee (Note 2)428 208 1,192 434 
Incentive management fees (Note 2)2,154 1,1484,889 2,967 
Offering costs— 1 — 136 
Professional fees239 262 721 764 
Directors fees60 75 195 180 
Custody and administrative fees177 105 528 279 
Other general and administrative expenses (Note 2)407 250 1,259 735 
Total operating expenses11,095 4,464 25,219 10,654 
Net investment income before taxes15,336 7,253 43,608 14,574 
Income taxes, including excise tax expense(62)— (62)8 
Net investment income after taxes15,398 7,253 43,670 14,566 
4

Barings Capital Investment Corporation
Unaudited Consolidated Statements of Operations — (Continued)
(in thousands, except share and per share data)
Three Months EndedThree Months EndedNine Months EndedNine Months Ended
September 30, 2022September 30, 2021September 30, 2022September 30, 2021
Realized gains (losses) and unrealized appreciation (depreciation) on investments and foreign currency transactions:
Net realized gains (losses):
Non-Control / Non-Affiliate investments(3,591)(431)(5,228)864 
Affiliate investments— — 39 — 
Net realized gains (losses) on investments(3,591)(431)(5,189)864 
Foreign currency transactions5,852 (1,401)9,902 (1,228)
Net realized gains (losses)2,261 (1,832)4,713 (364)
Net unrealized appreciation (depreciation):
Non-Control / Non-Affiliate investments(15,518)(2,167)(45,636)768 
Affiliate investments2,863 549 8,075 240 
Net unrealized appreciation (depreciation) on investments(12,655)(1,618)(37,561)1,008 
Foreign currency transactions10,139 4,232 24,468 5,549 
Net unrealized appreciation (depreciation)(2,516)2,614 (13,093)6,557 
Net realized gains (losses) and unrealized appreciation (depreciation) on investments and foreign currency transactions(255)782 (8,380)6,193 
Loss on extinguishment of debt— — (181)— 
Net increase in net assets resulting from operations$15,143 $8,035 $35,109 $20,759 
Net investment income per share—basic and diluted$0.56 $0.54 $1.72 $1.45 
Net increase in net assets resulting from operations per share—basic and diluted$0.56 $0.60 $1.38 $2.07 
Dividends/distributions per share:
Total dividends/distributions$0.53 $0.50 $1.56 $1.33 
Weighted average shares outstanding—basic and diluted27,259,375 13,313,188 25,449,534 10,012,047 
See accompanying notes.

5

Barings Capital Investment Corporation
Unaudited Consolidated Statements of Changes in Net Assets
(in thousands, except share amounts)
 
Three Months Ended September 30, 2021Common StockAdditional
Paid-In
Capital		Total Distributable EarningsTotal
Net
Assets
Number
of Shares		Par
Value
Balance, June 30, 202110,185,518 $10 $213,041 $12,994 $226,045 
Net investment income— — — 7,253 7,253 
Net realized loss on investments / foreign currency transactions— — — (1,832)(1,832)
Net unrealized appreciation on investments / foreign currency transactions— — — 2,614 2,614 
Dividends/distributions152,028 — 3,374 (6,524)(3,150)
Issuance of common stock5,028,400 5 110,839 — 110,844 
Balance, September 30, 202115,365,946 $15 $327,254 $14,505 $341,774 
Three Months Ended September 30, 2022Common StockAdditional
Paid-In
Capital		Total Distributable EarningsTotal
Net
Assets
Number
of Shares		Par
Value
Balance, June 30, 202227,209,484 $27 $590,451 $14,109 $604,587 
Net investment income— — — 15,398 15,398 
Net realized gain on investments / foreign currency transactions— — — 2,261 2,261 
Net unrealized depreciation on investments / foreign currency transactions— — — (2,516)(2,516)
Dividends/distributions286,875 1 6,374 (14,421)(8,046)
Balance, September 30, 202227,496,359 $28 $596,825 $14,831 $611,684 
See accompanying notes.












6

Barings Capital Investment Corporation
Unaudited Consolidated Statements(Exact name of Changesregistrant as specified in Net Assets — (Continued)its charter)

Maryland85-0654007
(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:

Title of Each ClassTrading SymbolName of Each Exchange on Which Registered
NoneNoneNone

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  ý    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 thousands, except share amounts)
Nine Months Ended September 30, 2021Common StockAdditional
Paid-In
Capital		Total Distributable EarningsTotal
Net
Assets
Number
of Shares		Par
Value
Balance, December 31, 20204,976,474 $5 $99,655 $7,731 $107,391 
Net investment income— — — 14,566 14,566 
Net realized loss on investments / foreign currency transactions— — — (364)(364)
Net unrealized appreciation on investments / foreign currency transactions— — — 6,557 6,557 
Dividends/distributions354,435 — 7,790 (13,985)(6,195)
Issuance of common stock10,035,037 10 219,809 — 219,819 
Balance, September 30, 202115,365,946 $15 $327,254 $14,505 $341,774 
Nine Months Ended September 30, 2022Common StockAdditional
Paid-In
Capital		Total Distributable EarningsTotal
Net
Assets
Number
of Shares		Par
Value
Balance, December 31, 202121,614,871 $22 $465,631 $19,175 $484,828 
Net investment income— — — 43,670 43,670 
Net realized gain on investments / foreign currency transactions— — — 4,713 4,713 
Loss on extinguishment of debt— — — (181)(181)
Net unrealized depreciation on investments / foreign currency transactions— — — (13,093)(13,093)
Dividends/distributions771,944 1 17,308 (39,453)(22,144)
Issuance of common stock5,109,544 5 113,886 — 113,891 
Balance, September 30, 202227,496,359 $28 $596,825 $14,831 $611,684 
See accompanying notes.

Rule 12b-2 of the Exchange Act.
Large accelerated filer¨Accelerated filer¨
Non-accelerated filerýSmaller reporting company¨
Emerging growth companyý
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 4, 2023 was 28,142,612.


BARINGS CAPITAL INVESTMENT CORPORATION
TABLE OF CONTENTS
QUARTERLY REPORT ON FORM 10-Q
Page
PART I – FINANCIAL INFORMATION
Item 1.
Unaudited Consolidated Balance Sheet as of March 31, 2023 and Consolidated Balance Sheet as of December 31, 2022
3
Unaudited Consolidated Statements of Operations for the Three Months EndedMarch 31, 2023 and 2022
4
6
Unaudited Consolidated Statements of Cash Flows for the Three Months EndedMarch 31, 2023 and 2022
7
Unaudited Consolidated Schedule of Investments as of March 31, 2023
8
Consolidated Schedule of Investments as of December 31, 2022
30
51
Item 2.
84
Item 3.
102
Item 4.
104
PART II – OTHER INFORMATION
Item 1.
105
Item 1A.
105
Item 2.
106
Item 3.
106
Item 4.
106
Item 5.
106
Item 6.
107
108


72


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, 2023December 31, 2022
(Unaudited)
Assets:
Investments at fair value:
Non-Control / Non-Affiliate investments (cost of $1,195,806 and $1,154,788 as of March 31, 2023 and December 31, 2022, respectively)$1,161,596 $1,114,337 
Affiliate investments (cost of $147,606 and $106,815 as of March 31, 2023 and December 31, 2022, respectively)163,311 119,068 
Total investments at fair value1,324,907 1,233,405 
Cash10,953 43,671 
Foreign currencies (cost of $7,331 and $16,897 as of March 31, 2023 and December 31, 2022, respectively)7,269 17,180 
Interest and fees receivable23,400 19,338 
Prepaid expenses and other assets59 93 
Derivative assets290 1,202 
Deferred financing fees2,956 3,191 
Receivable from unsettled transactions868 1,188 
Total assets$1,370,702 $1,319,268 
Liabilities:
Accounts payable and accrued liabilities$1,377 $1,463 
Interest payable1,759 2,884 
Administrative fees payable250 255 
Base management fees payable486 445 
Incentive management fees payable2,699 764 
Derivative liabilities2,099 12,622 
Payable from unsettled transactions137 17,584 
Borrowings under subscription and credit facilities643,723 581,436 
Notes payable (net of deferred financing fees)99,733 99,716 
Total liabilities752,263 717,169 
Commitments and contingencies (Note 7)
Net Assets:
Common stock, $0.001 par value per share (500,000,000 shares authorized, 28,142,612 and 27,795,215 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively)28 28 
Additional paid-in capital610,527 603,002 
Total distributable earnings7,884 (931)
Total net assets618,439 602,099 
Total liabilities and net assets$1,370,702 $1,319,268 
Net asset value per share$21.98 $21.66 
See accompanying notes.

3

Barings Capital Investment Corporation
Unaudited Consolidated Statements of Operations
(in thousands, except share and per share data)
Three Months EndedThree Months Ended
March 31, 2023March 31, 2022
Investment income:
Interest income:
Non-Control / Non-Affiliate investments$27,207 $13,321 
Affiliate investments113 58 
Total interest income27,320 13,379 
Dividend income:
Non-Control / Non-Affiliate investments562 123 
Affiliate investments2,917 3,667 
Total dividend income3,479 3,790 
Fee and other income:
Non-Control / Non-Affiliate investments1,676 1,016 
Affiliate investments10 — 
Total fee and other income1,686 1,016 
Payment-in-kind interest income:
Non-Control / Non-Affiliate investments1,743 1,135 
Total payment-in-kind interest income1,743 1,135 
Interest income from cash11 — 
Total investment income34,239 19,320 
Operating expenses:
Interest and other financing fees11,293 3,751 
Base management fee (Note 2)486 355 
Incentive management fees (Note 2)2,699 2,323 
Professional fees232 216 
Directors fees60 75 
Custody and administrative fees182 193 
Other general and administrative expenses (Note 2)392 391 
Total operating expenses15,344 7,304 
Net investment income before taxes18,895 12,016 
Income taxes, including excise tax expense24 — 
Net investment income after taxes18,871 12,016 
4

Barings Capital Investment Corporation
Unaudited Consolidated Statements of Operations — (Continued)
(in thousands, except share and per share data)
Three Months EndedThree Months Ended
March 31, 2023March 31, 2022
Realized gains (losses) and unrealized appreciation (depreciation) on investments and foreign currency transactions:
Net realized gains (losses):
Non-Control / Non-Affiliate investments$(224)$190 
Affiliate investments— 39 
Net realized gains (losses) on investments(224)229 
Foreign currency transactions(9,708)2,688 
Net realized gains (losses)(9,932)2,917 
Net unrealized appreciation (depreciation):
Non-Control / Non-Affiliate investments6,125 (6,546)
Affiliate investments3,452 8,912 
Net unrealized appreciation (depreciation) on investments9,577 2,366 
Foreign currency transactions6,977 (35)
Net unrealized appreciation (depreciation)16,554 2,331 
Net realized gains (losses) and unrealized appreciation (depreciation) on investments and foreign currency transactions6,622 5,248 
Loss on extinguishment of debt— (181)
Net increase in net assets resulting from operations$25,493 $17,083 
Net investment income per share—basic and diluted$0.68 $0.54 
Net increase in net assets resulting from operations per share—basic and diluted$0.92 $0.77 
Dividends/distributions per share:
Total dividends/distributions$0.60 $0.51 
Weighted average shares outstanding—basic and diluted27,856,974 22,048,100 
See accompanying notes.

5

Barings Capital Investment Corporation
Unaudited Consolidated Statements of Changes in Net Assets
(in thousands, except share amounts)
Three Months Ended March 31, 2022Common StockAdditional
Paid-In
Capital		Total Distributable EarningsTotal
Net
Assets
Number
of Shares		Par
Value
Balance, December 31, 202121,614,871 $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 reinvested214,914 — 4,820 (11,024)(6,204)
Issuance of common stock5,109,543 5 113,887 — 113,892 
Balance, March 31, 202226,939,328 $27 $584,338 $25,234 $609,599 
Three Months Ended March 31, 2023Common StockAdditional
Paid-In
Capital		Total Distributable EarningsTotal
Net
Assets
Number
of Shares		Par
Value
Balance, December 31, 202227,795,215 $28 $603,002 $(931)$602,099 
Net investment income— — — 18,871 18,871 
Net realized loss on investments / foreign currency transactions— — — (9,932)(9,932)
Net unrealized appreciation on investments / foreign currency transactions— — — 16,554 16,554 
Distributions declared from earnings and dividends reinvested347,397 — 7,525 (16,678)(9,153)
Balance, March 31, 202328,142,612 $28 $610,527 $7,884 $618,439 
See accompanying notes.








6

Barings Capital Investment Corporation
Unaudited Consolidated Statement of Cash Flows
(in thousands)
Nine Months EndedNine Months EndedThree Months EndedThree Months Ended
September 30, 2022September 30, 2021March 31, 2023March 31, 2022
Cash flows from operating activities:Cash flows from operating activities:Cash flows from operating activities:
Net increase in net assets resulting from operationsNet increase in net assets resulting from operations$35,109 $20,759 Net increase in net assets resulting from operations$25,493 $17,083 
Adjustments to reconcile net increase in net assets resulting from operations to net cash used in operating activities:
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities:Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities:
Purchases of portfolio investmentsPurchases of portfolio investments(442,082)(619,996)Purchases of portfolio investments(118,902)(163,045)
Repayments received / sales of portfolio investmentsRepayments received / sales of portfolio investments160,222 151,221 Repayments received / sales of portfolio investments21,554 42,857 
Purchases of short-term investments— (187,907)
Sales of short-term investments— 154,007 
Loan origination and other fees receivedLoan origination and other fees received7,784 12,315 Loan origination and other fees received1,515 2,693 
Net realized (gain) loss on investmentsNet realized (gain) loss on investments5,189 (864)Net realized (gain) loss on investments224 (229)
Net realized (gain) loss on foreign currency transactionsNet realized (gain) loss on foreign currency transactions(9,902)1,228 Net realized (gain) loss on foreign currency transactions9,708 (2,688)
Net unrealized (appreciation) depreciation of investmentsNet unrealized (appreciation) depreciation of investments37,561 (1,008)Net unrealized (appreciation) depreciation of investments(9,577)(2,366)
Net unrealized appreciation of foreign currency transactions(24,468)(5,549)
Net unrealized (appreciation) depreciation of foreign currency transactionsNet unrealized (appreciation) depreciation of foreign currency transactions(6,977)35 
Payment-in-kind interest / dividendsPayment-in-kind interest / dividends(3,628)(1,399)Payment-in-kind interest / dividends(2,972)(1,135)
Amortization of deferred financing feesAmortization of deferred financing fees717 825 Amortization of deferred financing fees253 260 
Amortization of offering costs— 136 
Loss on extinguishment of debtLoss on extinguishment of debt181 — Loss on extinguishment of debt— 181 
Accretion of loan origination and other feesAccretion of loan origination and other fees(3,137)(1,065)Accretion of loan origination and other fees(1,129)(710)
Amortization / accretion of purchased loan premium / discountAmortization / accretion of purchased loan premium / discount(1,192)(1,333)Amortization / accretion of purchased loan premium / discount(334)(258)
Payments for derivative contractsPayments for derivative contracts(1,794)(1,461)Payments for derivative contracts(11,377)(236)
Proceeds from derivative contractsProceeds from derivative contracts8,242 1,388 Proceeds from derivative contracts1,202 483 
Changes in operating assets and liabilities:Changes in operating assets and liabilities:Changes in operating assets and liabilities:
Interest and fees receivables(13,313)(8,397)
Interest and fees receivableInterest and fees receivable(2,831)(5,263)
Prepaid expenses and other assetsPrepaid expenses and other assets(136)(34)Prepaid expenses and other assets33 29 
Accounts payable and accrued liabilitiesAccounts payable and accrued liabilities(292)2,432 Accounts payable and accrued liabilities1,771 1,066 
Interest payableInterest payable897 300 Interest payable(1,129)704 
Net cash used in operating activities(244,042)(484,402)
Net cash provided by (used in) operating activitiesNet cash provided by (used in) operating activities(93,475)(110,539)
Cash flows from financing activities:Cash flows from financing activities:Cash flows from financing activities:
Borrowings under subscription and credit facilitiesBorrowings under subscription and credit facilities213,607 356,878 Borrowings under subscription and credit facilities60,000 95,957 
Repayments of subscription and credit facilitiesRepayments of subscription and credit facilities(80,381)(70,231)Repayments of subscription and credit facilities— (66,373)
Proceeds from notesProceeds from notes100,000 — Proceeds from notes— 100,000 
Financing fees paidFinancing fees paid(961)(3,682)Financing fees paid(1)(133)
Issuance of common stockIssuance of common stock113,891 219,819 Issuance of common stock— 113,892 
Cash dividends / distributions paidCash dividends / distributions paid(22,144)(6,195)Cash dividends / distributions paid(9,153)(6,204)
Net cash provided by financing activities324,012 496,589 
Net increase in cash and foreign currencies79,970 12,187 
Net cash provided by (used in) financing activitiesNet cash provided by (used in) financing activities50,846 237,139 
Net increase (decrease) in cash and foreign currenciesNet increase (decrease) in cash and foreign currencies(42,629)126,600 
Cash and foreign currencies, beginning of periodCash and foreign currencies, beginning of period45,049 6,506 Cash and foreign currencies, beginning of period60,851 45,049 
Cash and foreign currencies, end of periodCash and foreign currencies, end of period$125,019 $18,693 Cash and foreign currencies, end of period$18,222 $171,649 
Supplemental disclosure of cash flow information:Supplemental disclosure of cash flow information:Supplemental disclosure of cash flow information:
Cash paid for interestCash paid for interest$14,504 $3,433 Cash paid for interest$12,037 $2,673 
Excise taxes paid during the periodExcise taxes paid during the period$500 $210 
Summary of non-cash financing transactions:Summary of non-cash financing transactions:Summary of non-cash financing transactions:
Dividends/distributions paid through DRIP share issuancesDividends/distributions paid through DRIP share issuances$17,308 $7,790 Dividends/distributions paid through DRIP share issuances$7,525 $4,820 
See accompanying notes.
87
Barings Capital Investment Corporation
Unaudited Consolidated Schedule of Investments
September 30, 2022March 31, 2023
(Amounts in thousands, except share amounts)
Portfolio Company (5)
Portfolio Company (5)
Industry
Investment Type (1)(2)
InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
Portfolio Company (5)
Industry
Investment Type (1)(2)
InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
Non–Control / Non–Affiliate Investments:Non–Control / Non–Affiliate Investments:Non–Control / Non–Affiliate Investments:
A.T. Holdings II LTDA.T. Holdings II LTDOther FinancialFirst Lien Senior Secured Term Loan14.3% Cash11/2209/29$7,500 $7,500 $7,500 1.2 %(3) (6)
7,500 7,500 7,500 
Accelerant HoldingsAccelerant HoldingsBanking, Finance, Insurance & Real EstateClass A Convertible Preferred Equity (2,500 shares)N/A01/22N/A2,500 2,761 0.4 %(6) (31)
Accelerant HoldingsBanking, Finance, Insurance & Real EstateClass A Convertible Preferred Equity (2,500 shares)N/A01/22N/A$— $2,500 $2,651 0.4 %(6) (27)Class B Convertible Preferred Equity (1,666 shares)N/A12/22N/A1,666 1,734 0.3 %(6) (31)
2,500 2,651 4,166 4,495 
Acclime Holdings HK LimitedAcclime Holdings HK LimitedBusiness ServicesFirst Lien Senior Secured Term LoanLIBOR + 6.50%, 9.6% Cash08/2107/271,941 1,893 1,882 0.3 %(3) (6) (7) (10)Acclime Holdings HK LimitedBusiness ServicesFirst Lien Senior Secured Term LoanLIBOR + 6.75%, 11.6% Cash08/2107/271,941 1,900 1,896 0.3 %(3) (6) (7) (10)
1,941 1,893 1,882 1,941 1,900 1,896 
Accurus Aerospace CorporationAccurus Aerospace CorporationAerospace & DefenseFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 7.7% Cash04/2203/288,921 8,796 8,809 1.4 %(6) (7) (9)Accurus Aerospace CorporationAerospace & DefenseFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 10.8% Cash04/2203/288,860 8,744 8,487 1.4 %(6) (7) (9)
RevolverLIBOR + 5.75%, 7.7% Cash04/2203/28— (13)(12)— %(6) (7) (9)RevolverLIBOR + 5.75%, 10.5% Cash04/2203/28553 542 514 0.1 %(6) (7) (8)
Common Stock (175,049.3 shares)N/A04/22N/A175 176 — %(6) (27)Common Stock (175,049.3 shares)N/A04/22N/A175 131 — %(6) (31)
8,921 8,958 8,973 9,413 9,461 9,132 
AcogroupAcogroupBusiness ServicesFirst Lien Senior Secured Term LoanEURIBOR + 6.25%, 6.8% Cash03/2210/262,841 3,099 2,767 0.5 %(3) (6) (7) (13)AcogroupBusiness ServicesFirst Lien Senior Secured Term LoanEURIBOR + 4.75%, 7.5% Cash03/2210/263,151 3,124 2,908 0.5 %(3) (6) (7) (13)
2,841 3,099 2,767 3,151 3,124 2,908 
ADB SafegateADB SafegateAerospace & DefenseSecond Lien Senior Secured Term LoanLIBOR + 7.75%, 10.9% Cash08/2110/255,500 5,160 4,620 0.8 %(3) (6) (7) (9)ADB SafegateAerospace & DefenseSecond Lien Senior Secured Term LoanLIBOR + 9.25%, 14.0% Cash08/2110/275,688 5,396 4,721 0.8 %(3) (6) (7) (9)
5,500 5,160 4,620 5,688 5,396 4,721 
Advantage Software Company (The), LLCAdvantage Software Company (The), LLCAdvertising, Printing & PublishingClass A1 Partnership Units (3,012.9 units)N/A12/21N/A97 274 — %(6) (27)Advantage Software Company (The), LLCAdvertising, Printing & PublishingClass A1 Partnership Units (3,012.9 units)N/A12/21N/A97 232 — %(6) (31)
Class A2 Partnership Units (777.1 units)N/A12/21N/A25 71 — %(6) (27)Class A2 Partnership Units (777.1 units)N/A12/21N/A25 60 — %(6) (31)
Class B1 Partnership Units (3,012.9 units)N/A12/21N/A3 — — %(6) (27)Class B1 Partnership Units (3,012.9 units)N/A12/21N/A3 — — %(6) (31)
Class B2 Partnership Units (777.1 units)N/A12/21N/A1 — — %(6) (27)Class B2 Partnership Units (777.1 units)N/A12/21N/A1 — — %(6) (31)
126 345 126 292 
Air Canada 2020-2 Class B Pass Through TrustAir Canada 2020-2 Class B Pass Through TrustAirlinesStructured Secured Note - Class B9.0% Cash09/2010/251,835 1,835 1,798 0.3 %Air Canada 2020-2 Class B Pass Through TrustAirlinesStructured Secured Note - Class B9.0% Cash09/2010/251,614 1,614 1,640 0.3 %
1,835 1,835 1,798 1,614 1,614 1,640 
Air Comm Corporation, LLCAir Comm Corporation, LLCAerospace & DefenseFirst Lien Senior Secured Term LoanLIBOR + 5.50%, 8.4% Cash06/2107/2717,837 17,543 17,569 2.9 %(6) (7) (9)Air Comm Corporation, LLCAerospace & DefenseFirst Lien Senior Secured Term LoanLIBOR + 5.50%, 10.5% Cash06/2107/2717,747 17,482 17,566 2.8 %(6) (7) (10)
17,837 17,543 17,569 17,747 17,482 17,566 
AIT Worldwide Logistics Holdings, Inc.AIT Worldwide Logistics Holdings, Inc.Transportation ServicesSecond Lien Senior Secured Term LoanLIBOR + 7.50%, 11.2% Cash04/2104/294,849 4,755 4,767 0.8 %(6) (7) (9)AIT Worldwide Logistics Holdings, Inc.Transportation ServicesSecond Lien Senior Secured Term LoanLIBOR + 7.50%, 12.7% Cash04/2104/294,849 4,761 4,699 0.8 %(6) (7) (9)
Partnership Units (161.64 units)N/A04/21N/A162 365 0.1 %(6) (27)Partnership Units (161.64 units)N/A04/21N/A162 258 — %(6) (31)
4,849 4,917 5,132 4,849 4,923 4,957 
AlliA Insurance Brokers NVAlliA Insurance Brokers NVInsuranceFirst Lien Senior Secured Term LoanEURIBOR + 6.25%, 9.3% Cash03/2303/303,041 2,864 2,901 0.5 %(3) (6) (7) (12)
3,041 2,864 2,901 
Alpine US Bidco LLCAlpine US Bidco LLCAgricultural ProductsSecond Lien Senior Secured Term LoanLIBOR + 9.00%, 11.7% Cash05/2105/2918,157 17,679 16,704 2.7 %(6) (7) (8)Alpine US Bidco LLCAgricultural ProductsSecond Lien Senior Secured Term LoanLIBOR + 9.00%, 13.7% Cash05/2105/2918,157 17,705 16,704 2.7 %(7) (8)
18,157 17,679 16,704 18,157 17,705 16,704 
Amalfi MidcoHealthcareSubordinated Loan Notes2.0% Cash, 9.0% PIK09/2209/282,220 2,226 2,222 0.4 %(3) (6)
Class B Common Stock (46,582,594 shares)N/A09/22N/A520 520 0.1 %(3) (6) (27)
Warrants (190,193 units)N/A09/22N/A2 — — %(3) (6) (27)
2,220 2,748 2,742 
Amtech LLCTechnologyFirst Lien Senior Secured Term LoanLIBOR + 5.50%, 8.1% Cash11/2111/271,353 1,314 1,322 0.2 %(6) (7) (8)
RevolverLIBOR + 5.50%, 8.0% Cash11/2111/2745 42 42 — %(6) (7) (8)
1,398 1,356 1,364 


8
Barings Capital Investment Corporation
Unaudited Consolidated Schedule of Investments — (Continued)
March 31, 2023
(Amounts in thousands, except share amounts)
Portfolio Company (5)
Industry
Investment Type (1)(2)
InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
Amalfi MidcoHealthcareSubordinated Loan NotesLIBOR + 2.00%, 7.0% Cash, 9.0% PIK09/2209/28$2,458 $2,225 $2,161 0.3 %(3) (6) (9)
Class B Common Stock (46,582,594 shares)N/A09/22N/A520 576 0.1 %(3) (6) (31)
Warrants (190,193 units)N/A09/22N/A2 310 0.1 %(3) (6) (31)
2,458 2,747 3,047 
Amtech LLCTechnologyFirst Lien Senior Secured Term LoanLIBOR + 5.25%, 9.9% Cash11/2111/271,347 1,311 1,323 0.2 %(6) (7) (8)
RevolverLIBOR + 5.25%, 9.9% Cash11/2111/27— (3)(2)— %(6) (7) (8)
1,347 1,308 1,321 
Anagram Holdings, LLCChemicals, Plastics, & RubberFirst Lien Senior Secured Bond10.0% Cash, 5.0% PIK08/2008/256,201 5,931 6,015 1.0 %
6,201 5,931 6,015 
AnalytiChem Holding GmbhChemicalsFirst Lien Senior Secured Term LoanBBSY + 6.00%, 9.6% Cash11/2110/28863 919 832 0.1 %(3) (6) (7) (21)
First Lien Senior Secured Term LoanEURIBOR + 6.00%, 8.2% Cash11/2110/284,387 4,420 4,229 0.7 %(3) (6) (7) (12)
First Lien Senior Secured Term LoanEURIBOR + 6.00%, 8.2% Cash04/2210/282,730 2,685 2,632 0.4 %(3) (6) (7) (12)
First Lien Senior Secured Term LoanEURIBOR + 7.00%, 9.2% Cash01/2310/28983 932 954 0.2 %(3) (6) (7) (12)
First Lien Senior Secured Term LoanLIBOR + 6.00%, 10.9% Cash11/2110/28614 614 592 0.1 %(3) (6) (7) (9)
First Lien Senior Secured Term LoanLIBOR + 6.00%, 10.9% Cash06/2210/28476 476 459 0.1 %(3) (6) (7) (9)
RevolverEURIBOR + 6.00%, 8.2% Cash04/2210/23— (2)(6)— %(3) (6) (7) (12)
10,053 10,044 9,692 
APC1 HoldingDiversified ManufacturingFirst Lien Senior Secured Term LoanEURIBOR + 6.00%, 9.0% Cash07/2207/292,499 2,306 2,446 0.4 %(3) (6) (7) (12)
2,499 2,306 2,446 
APOG Bidco Pty LtdHealthcareSecond Lien Senior Secured Term LoanBBSY + 7.25%, 10.9% Cash04/2203/30932 1,022 906 0.1 %(3) (6) (7) (20)
932 1,022 906 
Aptus 1829. GmbHChemicals, Plastics, and RubberFirst Lien Senior Secured Term LoanEURIBOR + 6.50%, 9.3% Cash09/2109/271,618 1,710 1,380 0.2 %(3) (6) (7) (13)
Preferred Stock (9 shares)N/A09/21N/A79 14 — %(3) (6) (31)
Common Stock (32 shares)N/A09/21N/A8 — — %(3) (6) (31)
1,618 1,797 1,394 
Apus Bidco LimitedBanking, Finance, Insurance & Real EstateFirst Lien Senior Secured Term LoanSONIA + 5.50%, 9.7% Cash02/2103/282,547 2,781 2,488 0.4 %(3) (6) (7) (19)
2,547 2,781 2,488 
AQA Acquisition Holding, Inc.High Tech IndustriesSecond Lien Senior Secured Term LoanLIBOR + 7.50%, 12.5% Cash03/2103/2921,000 20,571 20,370 3.3 %(6) (7) (9)
21,000 20,571 20,370 
Aquavista Watersides 2 LTDTransportation ServicesFirst Lien Senior Secured Term LoanSONIA + 6.00%, 8.9% Cash12/2112/281,865 1,930 1,772 0.3 %(3) (6) (7) (19)
Second Lien Senior Secured Term LoanSONIA + 10.5% PIK12/2112/28462 484 442 0.1 %(3) (6) (7) (19)
2,327 2,414 2,214 
Arc EducationConsumer CyclicalFirst Lien Senior Secured Term LoanEURIBOR + 5.75%, 8.8% Cash07/2207/293,129 2,797 3,033 0.5 %(3) (6) (7) (12)
3,129 2,797 3,033 
9
Barings Capital Investment Corporation
Unaudited Consolidated Schedule of Investments — (Continued)
September 30, 2022March 31, 2023
(Amounts in thousands, except share amounts)
Portfolio Company (5)
Industry
Investment Type (1)(2)
InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
Anagram Holdings, LLCChemicals, Plastics, & RubberFirst Lien Senior Secured Note10.0% Cash, 5.0% PIK08/2008/25$6,050 $5,735 $6,110 1.0 %
6,050 5,735 6,110 
AnalytiChem Holding GmbhChemicalsFirst Lien Senior Secured Term LoanBBSY + 6.50%, 9.0% Cash11/2112/28829 919 810 0.1 %(3) (6) (7) (21)
First Lien Senior Secured Term LoanEURIBOR + 6.50%, 6.5% Cash11/2112/281,010 1,177 988 0.2 %(3) (6) (7) (12)
First Lien Senior Secured Term LoanEURIBOR + 6.50%, 6.5% Cash11/2111/282,946 3,237 2,879 0.5 %(3) (6) (7) (12)
First Lien Senior Secured Term LoanLIBOR + 6.50%, 9.7% Cash11/2112/28614 614 600 0.1 %(3) (6) (7) (9)
First Lien Senior Secured Term LoanEURIBOR + 6.50%, 6.5% Cash04/2210/282,462 2,670 2,397 0.4 %(3) (6) (7) (12)
First Lien Senior Secured Term LoanLIBOR + 6.50%, 9.8% Cash06/2210/28476 476 465 0.1 %(3) (6) (7) (9)
RevolverEURIBOR + 6.50%, 6.5% Cash04/2210/23— (4)(4)— %(3) (6) (7) (12)
8,337 9,089 8,135 
APC1 HoldingDiversified ManufacturingFirst Lien Senior Secured Term LoanEURIBOR + 6.00%, 6.1% Cash07/2207/291,763 1,773 1,701 0.3 %(3) (6) (7) (12)
1,763 1,773 1,701 
APOG Bidco Pty LtdHealthcareSecond Lien Senior Secured Term LoanBBSY + 7.25%, 9.9% Cash04/2203/30894 1,021 879 0.1 %(3) (6) (7) (20)
894 1,021 879 
Aptus 1829. GmbHChemicals, Plastics, & RubberFirst Lien Senior Secured Term LoanEURIBOR + 7.00%, 7.0% Cash09/2109/273,061 3,583 2,991 0.5 %(3) (6) (7) (12)
Preferred Stock (9 shares)N/A09/21N/A79 70 — %(3) (6) (27)
Common Stock (32 shares)N/A09/21N/A8 9 — %(3) (6) (27)
3,061 3,670 3,070 
Apus Bidco LimitedBanking, Finance, Insurance & Real EstateFirst Lien Senior Secured Term LoanSONIA + 5.50%, 7.2% Cash02/2103/282,299 2,776 2,246 0.4 %(3) (6) (7) (19)
2,299 2,776 2,246 
AQA Acquisition Holding, Inc.High Tech IndustriesSecond Lien Senior Secured Term LoanLIBOR + 7.50%, 10.6% Cash03/2103/2921,000 20,543 20,716 3.4 %(6) (7) (9)
21,000 20,543 20,716 
Aquavista Watersides 2 LTDTransportation ServicesFirst Lien Senior Secured Term LoanSONIA + 6.00%, 6.9% Cash12/2112/281,490 1,736 1,457 0.2 %(3) (6) (7) (19)
First Lien Senior Secured Term LoanSONIA + 6.00%, 6.9% Cash12/2112/24— (21)(17)— %(3) (6) (7) (19)
Second Lien Senior Secured Term LoanSONIA + 10.5% PIK12/2112/28393 457 385 0.1 %(3) (6) (7) (19)
1,883 2,172 1,825 
Arc EducationConsumer CyclicalFirst Lien Senior Secured Term LoanEURIBOR + 5.75%, 5.8% Cash07/2207/292,821 2,790 2,707 0.4 %(3) (6) (7) (12)
2,821 2,790 2,707 
ArchimedeConsumer ServicesFirst Lien Senior Secured Term LoanEURIBOR + 5.25%, 5.5% Cash10/2010/277,053 8,508 6,877 1.1 %(3) (6) (7) (13)
7,053 8,508 6,877 
Portfolio Company (5)
Industry
Investment Type (1)(2)
InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
ArchimedeConsumer ServicesFirst Lien Senior Secured Term LoanEURIBOR + 5.75%, 8.3% Cash10/2010/27$7,822 $8,532 $7,674 1.2 %(3) (6) (7) (12)
7,822 8,532 7,674 
Argus Bidco LimitedHigh Tech IndustriesFirst Lien Senior Secured Term LoanEURIBOR + 6.50%, 9.5% Cash07/2207/29876 818 854 0.1 %(3) (6) (7) (12)
First Lien Senior Secured Term LoanSOFR+ 6.50%, 11.3% Cash07/2207/2965 63 63 — %(3) (6) (7) (15)
First Lien Senior Secured Term LoanSONIA + 6.50%, 10.7% Cash07/2207/29822 760 791 0.1 %(3) (6) (7) (18)
Subordinated Term Loan10.5% PIK07/2207/29273 256 268 — %(3) (6)
Preferred Stock (20,780 shares)10.0% PIK07/22N/A26 26 — %(3) (6)
Equity Loan Notes (20,780 units)10.0% PIK07/22N/A26 26 — %(3) (6)
Common Stock (232 shares)N/A07/22N/A— — — %(3) (6) (31)
2,036 1,949 2,028 
ASC Communications, LLCMedia & EntertainmentFirst Lien Senior Secured Term LoanSOFR + 5.00%, 9.9% Cash07/2207/2712,334 12,151 12,175 2.0 %(6) (7) (14)
Class A Units (15,545.8 units)N/A07/22N/A326 414 0.1 %(6)
12,334 12,477 12,589 
Ascensus, IncBrokerage, Asset Managers & ExchangesSecond Lien Senior Secured Term LoanLIBOR + 6.50%, 11.3% Cash05/2108/297,511 7,451 6,710 1.1 %(7) (9)
7,511 7,451 6,710 
Astra Bidco LimitedHealthcareFirst Lien Senior Secured Term LoanSONIA + 5.75%, 9.9% Cash11/2111/281,580 1,650 1,544 0.2 %(3) (6) (7) (18)
1,580 1,650 1,544 
ATL II MRO Holdings Inc.TransportationFirst Lien Senior Secured Term LoanSOFR + 5.50%, 9.9% Cash11/2211/286,234 6,086 6,110 1.0 %(6) (7) (15)
RevolverSOFR + 5.50%, 9.9% Cash11/2211/28— (29)(25)— %(6) (7) (15)
6,234 6,057 6,085 
Avance Clinical Bidco Pty LtdHealthcareFirst Lien Senior Secured Term LoanBBSY + 4.50%, 8.3% Cash11/2111/271,780 1,823 1,725 0.3 %(3) (6) (7) (22)
1,780 1,823 1,725 
AVSC Holding Corp.AdvertisingFirst Lien Senior Secured Term Loan5.0% Cash, 10.0% PIK11/2010/263,984 3,925 4,153 0.7 %
First Lien Senior Secured Term LoanLIBOR + 4.50%, 9.3% Cash, 1.0% PIK08/2010/26249 235 241 — %(7) (8)
4,233 4,160 4,394 
Azalea Buyer, Inc.TechnologyFirst Lien Senior Secured Term LoanLIBOR + 5.25%, 10.1% Cash11/2111/273,032 2,973 2,992 0.5 %(6) (7) (9)
RevolverLIBOR + 5.25%, 10.1% Cash11/2111/27— (5)(4)— %(6) (7) (9)
Subordinated Term Loan12.0% PIK11/2105/28983 969 965 0.2 %(6)
Common Stock (128,205.1 shares)N/A11/21N/A128 115 — %(6) (31)
4,015 4,065 4,068 
Bariacum S.A.Consumer ProductsFirst Lien Senior Secured Term LoanEURIBOR + 5.00%, 7.8% Cash11/2111/281,847 1,869 1,827 0.3 %(3) (6) (7) (13)
1,847 1,869 1,827 
Beyond Risk Management, Inc.Other FinancialFirst Lien Senior Secured Term LoanLIBOR + 4.50%, 9.3% Cash10/2110/272,545 2,502 2,495 0.4 %(6) (7) (8)
2,545 2,502 2,495 
BidwaxNon-durable Consumer GoodsFirst Lien Senior Secured Term LoanEURIBOR + 6.50%, 8.6% Cash02/2102/282,282 2,428 2,234 0.4 %(3) (6) (7) (13)
2,282 2,428 2,234 
10
Barings Capital Investment Corporation
Unaudited Consolidated Schedule of Investments — (Continued)
September 30, 2022March 31, 2023
(Amounts in thousands, except share amounts)
Portfolio Company (5)
Industry
Investment Type (1)(2)
InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
Argus Bidco LimitedHigh Tech IndustriesFirst Lien Senior Secured Term LoanSONIA + 5.75%, 7.9% Cash07/2207/29$742 $756 $709 0.1 %(3) (6) (7) (18)
First Lien Senior Secured Term LoanLIBOR+ 5.75%, 9.4% Cash07/2207/2965 63 63 — %(3) (6) (7) (9)
First Lien Senior Secured Term LoanEURIBOR + 5.75%, 6.9% Cash07/2207/29728 751 708 0.1 %(3) (6) (7) (12)
Subordinated Term Loan10.5% PIK07/2207/29227 235 221 — %(3) (6)
Preferred Stock (20,780 shares)10.0% PIK07/22N/A24 23 — %(3) (6)
Equity Loan Notes (20,780 units)10.0% PIK07/22N/A24 23 — %(3) (6)
Common Stock (232 shares)N/A07/22N/A— — — %(3) (6) (27)
1,762 1,853 1,747 
ASC Communications, LLCMedia & EntertainmentFirst Lien Senior Secured Term LoanSOFR + 5.00%, 8.0% Cash07/2207/2713,187 12,972 12,964 2.1 %(6) (7) (14)
Class A Units (15,545.8 units)N/A07/22N/A326 326 0.1 %(6) (27)
13,187 13,298 13,290 
Ascensus, IncBrokerage, Asset Managers & ExchangesSecond Lien Senior Secured Term LoanLIBOR + 6.50%, 8.8% Cash05/2108/297,511 7,446 6,722 1.1 %(7) (9)
7,511 7,446 6,722 
Astra Bidco LimitedHealthcareFirst Lien Senior Secured Term LoanSONIA + 5.75%, 8.2% Cash11/2111/281,427 1,646 1,373 0.2 %(3) (6) (7) (18)
1,427 1,646 1,373 
Avance Clinical Bidco Pty LtdHealthcareFirst Lien Senior Secured Term LoanBBSY + 5.50%, 9.1% Cash11/2111/271,708 1,817 1,652 0.3 %(3) (6) (7) (22)
1,708 1,817 1,652 
AVSC Holding Corp.AdvertisingFirst Lien Senior Secured Term LoanLIBOR + 4.50%, 7.6% Cash, 1.0% PIK08/2010/26249 234 220 — %(7) (9)
First Lien Senior Secured Term Loan5.0% Cash, 10.0% PIK11/2010/264,086 4,018 4,134 0.7 %
4,335 4,252 4,354 
Azalea Buyer, Inc.TechnologyFirst Lien Senior Secured Term LoanLIBOR + 5.25%, 8.9% Cash11/2111/273,047 2,983 2,988 0.5 %(6) (7) (9)
RevolverLIBOR + 5.25%, 8.9% Cash11/2111/27— (6)(5)— %(6) (7) (9)
Subordinated Term Loan12.0% PIK11/2105/28900 884 887 0.1 %(6)
Common Stock (128,205.1 shares)N/A11/21N/A128 96 — %(6) (27)
3,947 3,989 3,966 
Bariacum S.A.Consumer ProductsFirst Lien Senior Secured Term LoanEURIBOR + 5.50%, 6.7% Cash11/2111/281,665 1,865 1,621 0.3 %(3) (6) (7) (12)
1,665 1,865 1,621 
Beyond Risk Management, Inc.Other FinancialFirst Lien Senior Secured Term LoanLIBOR + 4.50%, 8.2% Cash10/2110/272,560 2,498 2,493 0.4 %(6) (7) (9)
2,560 2,498 2,493 
BidwaxNon-durable Consumer GoodsFirst Lien Senior Secured Term LoanEURIBOR + 6.45%, 6.5% Cash02/2102/282,057 2,424 1,998 0.3 %(3) (6) (7) (13)
2,057 2,424 1,998 
BigHand UK Bidco LimitedHigh Tech IndustriesFirst Lien Senior Secured Term LoanSONIA + 5.50%, 7.7% Cash01/2101/28181 216 178 — %(3) (6) (7) (18)
First Lien Senior Secured Term LoanSOFR + 5.50%, 8.7% Cash01/2101/28846 825 832 0.1 %(3) (6) (7) (15)
1,027 1,041 1,010 
Portfolio Company (5)
Industry
Investment Type (1)(2)
InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
BigHand UK Bidco LimitedHigh Tech IndustriesFirst Lien Senior Secured Term LoanSOFR + 5.75%, 10.3% Cash01/2101/28$846 $827 $836 0.1 %(3) (6) (7) (15)
First Lien Senior Secured Term LoanSONIA + 5.75%, 9.9% Cash01/2101/28200 216 198 — %(3) (6) (7) (18)
1,046 1,043 1,034 
Biolam GroupConsumer Non-cyclicalFirst Lien Senior Secured Term LoanEURIBOR + 6.25%, 9.1% Cash12/2212/292,620 2,440 2,488 0.4 %(3) (6) (7) (12)
2,620 2,440 2,488 
Blue Ribbon, LLCBrewersFirst Lien Senior Secured Term LoanLIBOR + 6.00%, 10.7% Cash05/2105/2812,065 11,831 8,868 1.4 %(7) (8)
12,065 11,831 8,868 
Bounteous, Inc.TechnologyFirst Lien Senior Secured Term LoanLIBOR + 5.25%, 10.2% Cash08/2108/276,022 5,891 5,368 0.9 %(6) (7) (9)
6,022 5,891 5,368 
BPG Holdings IV CorpDiversified ManufacturingFirst Lien Senior Secured Term LoanSOFR + 6.00%, 10.9% Cash03/2307/299,600 9,026 9,024 1.5 %(6) (7) (15)
9,600 9,026 9,024 
Bridger Aerospace Group Holdings, LLCEnvironmental IndustriesMunicipal Revenue Bond11.5% Cash07/2209/2713,600 13,600 14,262 2.3 %
Preferred Stock- Series C (7,309 shares)7.0% PIK07/22N/A7,230 7,427 1.2 %(6)
13,600 20,830 21,689 
Brightline Trains Florida LLCTransportationSenior Secured Note8.0% Cash08/2101/282,000 2,000 1,760 0.3 %(6)
2,000 2,000 1,760 
Brightpay LimitedTechnologyFirst Lien Senior Secured Term LoanEURIBOR + 5.25%, 7.3% Cash10/2110/282,281 2,310 2,196 0.4 %(3) (6) (7) (12)
2,281 2,310 2,196 
BrightSign LLCMedia & EntertainmentFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 10.9% Cash10/2110/273,833 3,802 3,800 0.6 %(6) (7) (9)
RevolverLIBOR + 5.75%, 10.7% Cash10/2110/27715 710 709 0.1 %(6) (7) (9)
LLC units (596,181.5 units)N/A10/21N/A596 817 0.1 %(6) (31)
4,548 5,108 5,326 
British Airways 2020-1 Class B Pass Through TrustAirlinesStructured Secured Note - Class B8.4% Cash11/2011/28676 676 691 0.1 %
676 676 691 
British Engineering Services Holdco LimitedCommercial Services & SuppliesFirst Lien Senior Secured Term LoanSONIA + 7.00%, 10.7% Cash12/2012/272,228 2,377 2,179 0.4 %(3) (6) (7) (19)
2,228 2,377 2,179 
Burgess Point Purchaser CorporationAuto Parts & EquipmentSecond Lien Senior Secured Term LoanSOFR + 9.00%, 13.9% Cash07/2207/302,273 2,187 2,202 0.4 %(6) (7) (14)
LP Units (227 units)N/A07/22N/A227 239 — %(6) (31)
2,273 2,414 2,441 
BVI Medical, Inc.HealthcareSecond Lien Senior Secured Term LoanEURIBOR + 9.50%, 12.5% Cash06/2206/266,093 5,697 5,911 1.0 %(6) (7) (12)
6,093 5,697 5,911 
CAi Software, LLCTechnologyFirst Lien Senior Secured Term LoanLIBOR + 6.25%, 11.4% Cash12/2112/283,747 3,684 3,627 0.6 %(6) (7) (9)
First Lien Senior Secured Term LoanLIBOR + 6.25%, 11.4% Cash07/2212/281,030 1,012 997 0.2 %(6) (7) (9)
RevolverLIBOR + 6.25%, 11.4% Cash12/2112/28— (12)(23)— %(6) (7) (9)
4,777 4,684 4,601 

11
Barings Capital Investment Corporation
Unaudited Consolidated Schedule of Investments — (Continued)
September 30, 2022March 31, 2023
(Amounts in thousands, except share amounts)
Portfolio Company (5)
Industry
Investment Type (1)(2)
InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
Blue Ribbon, LLCBrewersFirst Lien Senior Secured Term LoanLIBOR + 6.00%, 8.6% Cash05/2105/28$12,391 $12,131 $10,548 1.7 %(7) (8)
12,391 12,131 10,548 
Bounteous, Inc.TechnologyFirst Lien Senior Secured Term LoanLIBOR + 5.25%, 7.5% Cash08/2108/276,052 5,907 5,914 1.0 %(6) (7) (9)
6,052 5,907 5,914 
Bridger Aerospace Group Holdings, LLCEnvironmental IndustriesMunicipal Revenue Bond11.5% Cash07/2209/2713,600 13,600 14,148 2.3 %
Preferred Stock- Series C (7,309 shares)7.0% PIK07/22N/A6,969 6,969 1.1 %(6)
13,600 20,569 21,117 
Brightline Trains Florida LLCTransportationSenior Secured Note8.0% Cash08/2101/282,000 2,000 1,875 0.3 %(6)
2,000 2,000 1,875 
Brightpay LimitedTechnologyFirst Lien Senior Secured Term LoanEURIBOR + 5.00%, 5.1% Cash10/2110/281,657 1,901 1,627 0.3 %(3) (6) (7) (12)
1,657 1,901 1,627 
BrightSign LLCMedia & EntertainmentFirst Lien Senior Secured Term LoanLIBOR + 5.50%, 9.1% Cash10/2110/273,852 3,819 3,826 0.6 %(6) (7) (9)
RevolverLIBOR + 5.50%, 9.1% Cash10/2110/27— (6)(5)— %(6) (7) (9)
LLC units (596,181.5 units)N/A10/21N/A596 671 0.1 %(6) (27)
3,852 4,409 4,492 
British Airways 2020-1 Class B Pass Through TrustAirlinesStructured Secured Note - Class B8.4% Cash11/2011/28729 729 741 0.1 %
729 729 741 
British Engineering Services Holdco LimitedCommercial Services & SuppliesFirst Lien Senior Secured Term LoanSONIA + 7.00%, 9.2% Cash12/2012/272,012 2,373 1,957 0.3 %(3) (6) (7) (17)
2,012 2,373 1,957 
Burgess Point Purchaser CorporationAuto Parts & EquipmentSecond Lien Senior Secured Term LoanSOFR + 9.00%, 12.2% Cash07/2207/302,273 2,183 2,182 0.4 %(6) (7) (14)
LP Units (227 units)N/A07/22N/A227 204 — %(6) (27)
2,273 2,410 2,386 
BVI Medical, Inc.HealthcareSecond Lien Senior Secured Term LoanEURIBOR + 9.50%, 10.7% Cash06/2206/265,494 5,672 5,293 0.9 %(6) (7) (12)
5,494 5,672 5,293 
CAi Software, LLCTechnologyFirst Lien Senior Secured Term LoanLIBOR + 6.25%, 9.9% Cash12/2112/283,766 3,698 3,691 0.6 %(6) (7) (9)
First Lien Senior Secured Term LoanLIBOR + 6.25%, 8.7% Cash07/2212/281,035 1,015 1,015 0.2 %(6) (7) (9)
RevolverLIBOR + 6.25%, 9.9% Cash12/2112/28— (13)(14)— %(6) (7) (9)
4,801 4,700 4,692 
Canadian Orthodontic Partners Corp.HealthcareFirst Lien Senior Secured Term LoanCDOR + 7.00%, 9.7% Cash, 0.50% PIK06/2103/261,476 1,657 1,417 0.2 %(3) (6) (7) (23)
Class A Equity (500,000 units)N/A05/22N/A389 364 0.1 %(3) (6) (27)
Class C - Warrants (74,712.64 units)N/A05/22N/A— — — %(3) (6) (27)
1,476 2,046 1,781 
Caribou Holding Company, LLCTechnologyFirst Lien Senior Secured Term LoanSOFR + 7.64%, 10.1% Cash04/2204/272,159 2,129 2,132 0.3 %(3) (6) (7) (15)
LLC Units (340,909 units)N/A04/22N/A341 329 0.1 %(3) (6) (27)
2,159 2,470 2,461 
Portfolio Company (5)
Industry
Investment Type (1)(2)
InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
Canadian Orthodontic Partners Corp.HealthcareFirst Lien Senior Secured Term LoanCDOR + 7.00%, 3.5% Cash, 8.5% PIK06/2103/26$1,498 $1,659 $1,347 0.2 %(3) (6) (7) (24)
Class A Equity (500,000 units)N/A05/22N/A389 — — %(3) (6) (31)
Class C - Warrants (74,712.64 units)N/A05/22N/A— — — %(3) (6) (31)
1,498 2,048 1,347 
Caribou Holding Company, LLCTechnologyFirst Lien Senior Secured Term LoanSOFR + 7.64%, 12.5% Cash04/2204/272,159 2,132 2,137 0.3 %(3) (6) (7) (15)
LLC Units (340,909 units)N/A04/22N/A341 327 0.1 %(3) (6) (31)
2,159 2,473 2,464 
Carlson Travel, Inc.Business Travel ManagementFirst Lien Senior Secured Bond8.5% Cash11/2111/262,898 2,707 2,261 0.4 %
Series A Convertible Preferred Units (6,205 units)15.0% PIK01/23N/A540 517 0.1 %(31)
Common Stock (124,051 shares)N/A11/21N/A2,345 1,039 0.2 %(31)
2,898 5,592 3,817 
Ceres Pharma NVPharmaceuticalsFirst Lien Senior Secured Term LoanEURIBOR + 5.50%, 7.1% Cash10/2110/284,079 3,983 3,931 0.6 %(3) (6) (7) (13)
4,079 3,983 3,931 
CGI Parent, LLCBusiness Equipment & ServicesFirst Lien Senior Secured Term LoanLIBOR + 4.75%, 9.5% Cash02/2202/2810,270 10,098 9,988 1.6 %(6) (7) (8)
First Lien Senior Secured Term LoanSOFR + 4.75%, 9.7% Cash12/2202/281,595 1,549 1,551 0.3 %(6) (7) (15)
RevolverLIBOR + 4.75%, 9.5% Cash02/2202/28— (28)(45)— %(6) (7) (8)
Preferred Stock (551 shares)N/A02/22N/A551 1,030 0.2 %(6) (31)
11,865 12,170 12,524 
Cineworld Group PLCLeisure ProductsWarrants (371,024 units)N/A07/22N/A68 — — %(3) (31)
68 — 
Coastal Marina Holdings, LLCOther FinancialSubordinated Term Loan8.0% Cash11/2111/318,310 7,765 7,779 1.3 %(6)
Subordinated Term Loan10.0% PIK11/2111/313,308 3,109 3,097 0.5 %(6)
LLC Units (1,018,869 units)N/A11/21N/A4,547 5,359 0.9 %(6) (31)
11,618 15,421 16,235 
Cobham Slip Rings SASDiversified ManufacturingFirst Lien Senior Secured Term LoanLIBOR + 6.25%, 11.4% Cash11/2111/281,995 1,955 1,967 0.3 %(3) (6) (7) (9)
1,995 1,955 1,967 
Compass Precision, LLCAerospace & DefenseSenior Subordinated Term Loan11.0% Cash, 1.0% PIK04/2204/28379 373 371 0.1 %(6)
LLC Units (46,085.6 units)N/A04/22N/A125 164 — %(6) (31)
379 498 535 
Comply365, LLCTechnologyFirst Lien Senior Secured Term LoanSOFR + 5.75%, 10.6% Cash04/2204/286,875 6,756 6,782 1.1 %(6) (7) (16)
RevolverSOFR + 5.75%, 10.6% Cash04/2204/28— (9)(8)— %(6) (7) (16)
6,875 6,747 6,774 
Contabo Finco
S.À R.L		Internet Software & ServicesFirst Lien Senior Secured Term LoanEURIBOR + 6.00%, 8.5% Cash10/2210/291,012 905 990 0.2 %(3) (6) (7) (12)
1,012 905 990 

12
Barings Capital Investment Corporation
Unaudited Consolidated Schedule of Investments — (Continued)
September 30, 2022March 31, 2023
(Amounts in thousands, except share amounts)
Portfolio Company (5)
Industry
Investment Type (1)(2)
InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
Carlson Travel, Inc.Business Travel ManagementFirst Lien Senior Secured Note8.5% Cash11/2111/26$2,898 $2,686 $2,492 0.4 %
Common Stock (124,051 shares)N/A11/21NA2,345 1,054 0.2 %(27)
2,898 5,031 3,546 
Ceres Pharma NVPharmaceuticalsFirst Lien Senior Secured Term LoanEURIBOR + 5.50%, 5.5% Cash10/2110/281,819 2,068 1,764 0.3 %(3) (6) (7) (12)
1,819 2,068 1,764 
CGI Parent, LLCBusiness Equipment & ServicesFirst Lien Senior Secured Term LoanLIBOR + 5.50%, 7.8% Cash02/2202/2810,751 10,556 10,581 1.7 %(6) (7) (9)
RevolverLIBOR + 5.50%, 7.8% Cash02/2202/28— (30)(26)— %(6) (7) (9)
Preferred Stock (551 shares)N/A02/22N/A551 955 0.2 %(6) (27)
10,751 11,077 11,510 
Cineworld Group PLCLeisure ProductsSuper Senior Secured Term Loan7.0% Cash, 8.3% PIK11/2005/241,274 1,166 1,510 0.2 %(3)
Super Senior Secured Term LoanLIBOR + 8.25%, 10.1% Cash07/2102/25666 651 711 0.1 %(3) (7) (10)
Warrants (371,024 units)N/A07/22N/A68 28 — %(3) (27)
1,940 1,885 2,249 
Coastal Marina Holdings, LLCOther FinancialSubordinated Term Loan10.0% PIK11/2111/312,575 2,368 2,339 0.4 %(6)
Subordinated Term Loan8.0% Cash11/2111/316,522 5,956 5,915 1.0 %(6)
LLC Units (1,018,869 units)N/A11/21N/A4,547 5,094 0.8 %(6) (27)
9,097 12,871 13,348 
Cobham Slip Rings SASDiversified ManufacturingFirst Lien Senior Secured Term LoanLIBOR + 6.25%, 9.9% Cash11/2111/281,995 1,952 1,939 0.3 %(3) (6) (7) (9)
1,995 1,952 1,939 
Compass Precision, LLCAerospace & DefenseSenior Subordinated Term Loan11.0% Cash, 1.0% PIK04/2210/25377 370 370 0.1 %(6)
LLC Units (46,085.6 units)N/A04/22N/A125 129 — %(6) (27)
377 495 499 
Comply365, LLCTechnologyFirst Lien Senior Secured Term LoanSOFR + 5.50%, 8.4% Cash04/2204/286,910 6,780 6,793 1.1 %(6) (7) (15)
RevolverSOFR + 5.50%, 8.4% Cash04/2204/28— (10)(9)— %(6) (7) (15)
6,910 6,770 6,784 
Core Scientific, Inc.TechnologyFirst Lien Senior Secured Term Loan13.0% Cash03/2203/2517,399 17,383 17,329 2.8 %(3) (6)
Common Stock (53,700 shares)N/A09/22N/A174 70 — %(3) (27)
17,399 17,557 17,399 
Coyo Uprising GmbHTechnologyFirst Lien Senior Secured Term LoanEURIBOR + 3.25%, 3.3% Cash, 3.5% PIK09/2109/288,573 9,979 8,401 1.4 %(3) (6) (7) (13)
Class A Units (531 units)N/A09/21N/A248 215 — %(3) (6) (27)
Class B Units (231 units)N/A09/21N/A538 516 0.1 %(3) (6) (27)
8,573 10,765 9,132 
CSL DualComTele-communicationsFirst Lien Senior Secured Term LoanSONIA + 5.25%, 7.4% Cash09/2009/271,000 1,088 980 0.2 %(3) (6) (7) (17)
1,000 1,088 980 
Portfolio Company (5)
Industry
Investment Type (1)(2)
InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
Core Scientific, Inc.TechnologyFirst Lien Senior Secured Term Loan13.0% Cash03/2203/25$17,399 $17,383 $8,821 1.4 %(6) (30)
Common Stock (53,700 shares)N/A09/22N/A174 16 — % (31)
17,399 17,557 8,837 
Coyo Uprising GmbHTechnologyFirst Lien Senior Secured Term LoanEURIBOR + 6.50%, 9.3% Cash, 3.5% PIK09/2109/2810,196 10,670 10,051 1.6 %(3) (6) (7) (13)
Class A Units (531 units)N/A09/21N/A248 244 — %(3) (6) (31)
Class B Units (231 units)N/A09/21N/A538 622 0.1 %(3) (6) (31)
10,196 11,456 10,917 
CSL DualComTele-communicationsFirst Lien Senior Secured Term LoanSONIA + 5.50%, 9.7% Cash09/2009/272,061 1,955 2,050 0.3 %(3) (6) (7) (17)
2,061 1,955 2,050 
CVL 3Capital EquipmentFirst Lien Senior Secured Term LoanEURIBOR + 5.50%, 8.3% Cash12/2112/285,650 5,745 5,558 0.9 %(3) (6) (7) (12)
First Lien Senior Secured Term LoanSOFR + 5.50%, 10.5% Cash12/2112/283,382 3,310 3,327 0.5 %(3) (6) (7) (15)
9,032 9,055 8,885 
CW Group Holdings, LLCHigh Tech IndustriesFirst Lien Senior Secured Term LoanLIBOR + 6.00%, 10.9% Cash01/2101/277,941 7,819 7,892 1.3 %(6) (7) (8)
LLC Units (403,441 units)N/A01/21N/A403 607 0.1 %(6) (31)
7,941 8,222 8,499 
DataServ Integrations, LLCTechnologyFirst Lien Senior Secured Term LoanSOFR + 6.00%, 10.8% Cash11/2211/281,913 1,873 1,876 0.3 %(6) (7) (15)
RevolverSOFR + 6.00%, 10.8% Cash11/2211/28— (10)(9)— %(6) (7) (15)
Partnership Units (96,153.9 units)N/A11/22N/A96 100 — %(6) (31)
1,913 1,959 1,967 
DecksDirect, LLCBuilding MaterialsFirst Lien Senior Secured Term LoanLIBOR + 6.00%, 10.9% Cash12/2112/26682 671 674 0.1 %(6) (7) (8)
RevolverLIBOR + 6.00%, 10.9% Cash12/2112/26— (3)(3)— %(6) (7) (8)
Common Stock (1,280.8 shares)N/A12/21N/A55 51 — %(6) (31)
682 723 722 
DISA Holdings Corp.Other IndustrialFirst Lien Senior Secured Term LoanSOFR + 5.50%, 10.2% Cash11/2209/283,794 3,661 3,672 0.6 %(6) (7) (14)
RevolverSOFR + 5.50%, 10.2% Cash11/2209/28— (8)(7)— %(6) (7) (14)
3,794 3,653 3,665 
Dragon BidcoTechnologyFirst Lien Senior Secured Term LoanEURIBOR + 6.50%, 9.4% Cash04/2104/282,933 3,183 2,886 0.5 %(3) (6) (7) (13)
First Lien Senior Secured Term LoanEURIBOR + 6.75%, 9.7% Cash04/2104/283,803 3,724 3,741 0.6 %(3) (6) (7) (13)
6,736 6,907 6,627 
Dune GroupHealth Care EquipmentFirst Lien Senior Secured Term LoanEURIBOR + 6.00%, 9.0% Cash09/2109/28197 178 158 — %(3) (6) (7) (12)
First Lien Senior Secured Term LoanLIBOR + 6.00%, 11.2% Cash09/2109/283,177 3,132 3,072 0.5 %(3) (6) (7) (9)
3,374 3,310 3,230 
Dunlipharder B.V.TechnologyFirst Lien Senior Secured Term LoanSOFR + 6.50%, 11.2% Cash06/2206/281,000 987 989 0.2 %(3) (6) (7) (15)
1,000 987 989 
Dwyer Instruments, Inc.ElectricFirst Lien Senior Secured Term LoanSOFR + 6.00%, 11.2% Cash07/2107/2713,596 13,356 13,364 2.2 %(6) (7) (15)
13,596 13,356 13,364 
13
Barings Capital Investment Corporation
Unaudited Consolidated Schedule of Investments — (Continued)
September 30, 2022March 31, 2023
(Amounts in thousands, except share amounts)
Portfolio Company (5)
Portfolio Company (5)
Industry
Investment Type (1)(2)
InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
Portfolio Company (5)
Industry
Investment Type (1)(2)
InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
CVL 3Capital EquipmentFirst Lien Senior Secured Term LoanEURIBOR + 5.50%, 5.5% Cash12/2112/28$5,094 $5,737 $4,992 0.8 %(3) (6) (7) (12)
First Lien Senior Secured Term LoanSOFR + 5.50%, 9.1% Cash12/2112/283,382 3,305 3,315 0.5 %(3) (6) (7) (15)
8,476 9,042 8,307 
CW Group Holdings, LLCHigh Tech IndustriesFirst Lien Senior Secured Term LoanLIBOR + 6.00%, 8.5% Cash01/2101/278,002 7,865 7,770 1.3 %(6) (7) (8)
LLC Units (403,441 units)N/A01/21N/A403 254 — %(6) (27)
8,002 8,268 8,024 
DecksDirect, LLCBuilding MaterialsFirst Lien Senior Secured Term LoanLIBOR + 6.00%, 9.1% Cash12/2112/26700 688 690 0.1 %(6) (7) (8)
RevolverLIBOR + 6.00%, 9.1% Cash12/2112/26— (4)(3)— %(6) (7) (8)
Common Stock (1,280.8 shares)N/A12/21N/A55 51 — %(6) (27)
700 739 738 
Dragon BidcoTechnologyFirst Lien Senior Secured Term LoanEURIBOR + 6.75%, 6.8% Cash04/2104/286,074 6,897 5,951 1.0 %(3) (6) (7) (13)
6,074 6,897 5,951 
Dune GroupHealth Care EquipmentFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 9.4% Cash09/2109/283,177 3,128 3,140 0.5 %(3) (6) (7) (9)
First Lien Senior Secured Term LoanEURIBOR + 5.75%, 6.9% Cash09/2109/28178 176 165 — %(3) (6) (7) (12)
3,355 3,304 3,305 
Dunlipharder B.V.TechnologyFirst Lien Senior Secured Term LoanSOFR + 6.50%, 8.8% Cash06/2206/281,000 986 987 0.2 %(3) (6) (7) (14)
1,000 986 987 
Dwyer Instruments, Inc.ElectricFirst Lien Senior Secured Term LoanLIBOR + 5.50%, 8.4% Cash07/2107/2712,553 12,291 12,265 2.0 %(6) (7) (10)
First Lien Senior Secured Term LoanLIBOR + 5.50%, 7.8% Cash07/2107/271,094 1,085 1,072 0.2 %(6) (7) (9)
13,647 13,376 13,337 
Echo Global Logistics, Inc.Echo Global Logistics, Inc.Air TransportationSecond Lien Senior Secured Term LoanLIBOR + 7.00%, 9.8% Cash11/2111/297,605 7,482 7,293 1.2 %(6) (7) (9)Echo Global Logistics, Inc.Air TransportationSecond Lien Senior Secured Term LoanLIBOR + 7.00%, 11.9% Cash11/2111/29$7,605 $7,488 $7,460 1.2 %(6) (7) (8)
Partnership Equity (289.2 units)N/A11/21N/A289 414 0.1 %(6) (27)Partnership Equity (289.2 units)N/A11/21N/A289 354 0.1 %(6) (31)
7,605 7,771 7,707 7,605 7,777 7,814 
EFC InternationalEFC InternationalAutomotiveSenior Unsecured Term Loan11.0% Cash, 2.5% PIK03/2305/28683 663 663 0.1 %(6)
Common Stock (145.5 shares)N/A03/23N/A205 205 — %(6) (31)
683 868 868 
Ellkay, LLCEllkay, LLCHealthcare & PharmaceuticalsFirst Lien Senior Secured Term LoanLIBOR + 6.25%, 9.5% Cash09/2109/273,734 3,670 3,685 0.6 %(6) (7) (9)Ellkay, LLCHealthcare & PharmaceuticalsFirst Lien Senior Secured Term LoanLIBOR + 6.25%, 11.4% Cash09/2109/273,715 3,657 3,679 0.6 %(6) (7) (9)
3,734 3,670 3,685 3,715 3,657 3,679 
EMI Porta Holdco LLCEMI Porta Holdco LLCDiversified ManufacturingFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 9.5% Cash12/2112/277,890 7,683 7,586 1.2 %(6) (7) (9)EMI Porta Holdco LLCDiversified ManufacturingFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 11.1% Cash12/2112/278,091 7,901 7,742 1.3 %(6) (7) (9)
RevolverLIBOR + 5.75%, 9.5% Cash12/2112/27386 364 353 0.1 %(6) (7) (9)RevolverLIBOR + 5.75%, 11.1% Cash12/2112/27803 783 765 0.1 %(6) (7) (9)
8,276 8,047 7,939 8,894 8,684 8,507 
Entact Environmental Services, Inc.Entact Environmental Services, Inc.Environmental IndustriesFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 9.4% Cash02/2112/253,957 3,929 3,874 0.6 %(6) (7) (9)Entact Environmental Services, Inc.Environmental IndustriesFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 10.9% Cash02/2112/253,906 3,883 3,897 0.6 %(6) (7) (9)
3,957 3,929 3,874 3,906 3,883 3,897 
EPS NASS Parent, Inc.EPS NASS Parent, Inc.Electrical Components & EquipmentFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 9.4% Cash04/2104/284,445 4,368 4,397 0.7 %(6) (7) (9)EPS NASS Parent, Inc.Electrical Components & EquipmentFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 10.9% Cash04/2104/284,422 4,352 4,390 0.7 %(6) (7) (9)
4,445 4,368 4,397 4,422 4,352 4,390 
eShipping, LLCeShipping, LLCTransportation ServicesFirst Lien Senior Secured Term LoanLIBOR + 5.00%, 8.1% Cash11/2111/277,573 7,407 7,554 1.2 %(6) (7) (8)eShipping, LLCTransportation ServicesFirst Lien Senior Secured Term LoanLIBOR + 5.00%, 9.8% Cash11/2111/276,739 6,602 6,757 1.1 %(6) (7) (8)
RevolverLIBOR + 5.00%, 8.1% Cash11/2111/27— (19)(2)— %(6) (7) (8)RevolverLIBOR + 5.00%, 9.8% Cash11/2111/27— (17)— — %(6) (7) (8)
7,573 7,388 7,552 6,739 6,585 6,757 
Eurofins Digital Testing International LUX Holding SARLEurofins Digital Testing International LUX Holding SARLTechnologyFirst Lien Senior Secured Term LoanEURIBOR + 6.75%, 9.7% Cash12/2212/291,004 899 927 0.1 %(3) (6) (7) (12)
First Lien Senior Secured Term LoanSOFR + 7.00%, 12.1% Cash12/2212/29511 497 498 0.1 %(3) (6) (7) (15)
First Lien Senior Secured Term LoanSONIA + 6.75%, 10.8% Cash12/2212/291,488 1,440 1,451 0.2 %(3) (6) (7) (18)
Second Lien Senior Secured Term Loan11.5% PIK12/2212/30370 350 361 0.1 %(3) (6)
3,373 3,186 3,237 
Events Software BidCo Pty LtdEvents Software BidCo Pty LtdTechnologyFirst Lien Senior Secured Term LoanBBSY + 6.50%, 10.3% Cash03/2203/281,716 1,856 1,523 0.2 %(3) (6) (7) (22)
1,716 1,856 1,523 
Express Wash Acquisition Company, LLCExpress Wash Acquisition Company, LLCConsumer CyclicalFirst Lien Senior Secured Term LoanSOFR + 6.50%, 11.4% Cash07/2207/284,806 4,720 4,542 0.7 % (6) (7) (14)
RevolverSOFR + 6.50%, 11.4% Cash07/2207/2894 91 85 — % (6) (7) (14)
4,900 4,811 4,627 
FaradayFaradayHealthcareFirst Lien Senior Secured Term LoanEURIBOR + 6.50%, 9.6% Cash01/2301/301,655 1,585 1,583 0.3 %(3) (6) (7) (12)
1,655 1,585 1,583 
Ferrellgas L.P.Ferrellgas L.P.Oil & Gas Equipment & ServicesOpco Preferred Units (2,886 units)N/A03/21N/A2,799 2,597 0.4 %(6)
2,799 2,597 
Fineline Technologies, Inc.Fineline Technologies, Inc.Consumer ServicesFirst Lien Senior Secured Term LoanLIBOR + 4.75%, 9.9% Cash02/2102/281,718 1,698 1,693 0.3 %(6) (7) (9)
1,718 1,698 1,693 
FinexvetFinexvetConsumer CyclicalFirst Lien Senior Secured Term LoanEURIBOR + 6.25%, 9.5% Cash03/2203/292,444 2,389 2,383 0.4 %(3) (6) (7) (13)
2,444 2,389 2,383 

14
Barings Capital Investment Corporation
Unaudited Consolidated Schedule of Investments — (Continued)
September 30, 2022March 31, 2023
(Amounts in thousands, except share amounts)
Portfolio Company (5)
Portfolio Company (5)
Industry
Investment Type (1)(2)
InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
Portfolio Company (5)
Industry
Investment Type (1)(2)
InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
Events Software BidCo Pty LtdTechnologyFirst Lien Senior Secured Term LoanBBSY + 5.50%, 8.3% Cash03/2203/28$1,647 $1,851 $1,549 0.3 %(3) (6) (7) (21)
1,647 1,851 1,549 
Express Wash Acquisition Company, LLCConsumer CyclicalFirst Lien Senior Secured Term LoanSOFR + 6.50%, 9.1% Cash07/2207/284,438 4,344 4,341 0.7 % (6) (7) (14)
RevolverSOFR + 6.50%, 9.1% Cash07/2207/28171 168 168 — % (6) (7) (14)
4,609 4,512 4,509 
Ferrellgas L.P.Oil & Gas Equipment & ServicesOpco Preferred Units (2,886 units)N/A03/21N/A2,799 2,742 0.4 %(6)
2,799 2,742 
Fineline Technologies, Inc.Consumer ServicesFirst Lien Senior Secured Term LoanLIBOR + 4.75%, 8.4% Cash02/2102/281,727 1,704 1,713 0.3 %(6) (7) (9)
First Lien Senior Secured Term LoanLIBOR + 4.75%, 8.4% Cash02/2102/27— (3)(2)— %(6) (7) (9)
1,727 1,701 1,711 
FinexvetConsumer CyclicalFirst Lien Senior Secured Term LoanEURIBOR + 5.50%, 5.5% Cash03/2203/292,204 2,385 2,138 0.3 %(3) (6) (7) (12)
2,204 2,385 2,138 
FinThrive Software Intermediate Holdings Inc.FinThrive Software Intermediate Holdings Inc.Business Equipment & ServicesPreferred Stock (3,188.5 shares)11.0% PIK03/22N/A3,618 3,652 0.6 %(6)FinThrive Software Intermediate Holdings Inc.Business Equipment & ServicesPreferred Stock (3,188.5 shares)11.0% PIK03/22N/A$3,823 $3,239 0.5 %(6)
3,618 3,652 3,823 3,239 
FitzMark Buyer, LLCFitzMark Buyer, LLCCargo & TransportationFirst Lien Senior Secured Term LoanLIBOR + 4.50%, 7.3% Cash12/2012/262,460 2,424 2,422 0.4 %(6) (7) (9)FitzMark Buyer, LLCCargo & TransportationFirst Lien Senior Secured Term LoanLIBOR + 4.50%, 9.5% Cash12/2012/26$2,447 2,415 2,418 0.4 %(6) (7) (9)
2,460 2,424 2,422 2,447 2,415 2,418 
Five Star Holding LLCFive Star Holding LLCPackagingSecond Lien Senior Secured Term LoanSOFR + 7.25%, 10.4% Cash05/2205/307,143 7,005 6,943 1.1 %(6) (7) (14)Five Star Holding LLCPackagingSecond Lien Senior Secured Term LoanSOFR + 7.25%, 12.4% Cash05/2205/307,143 7,012 7,043 1.1 %(6) (7) (15)
LLC Units (504.5 units)N/A05/22N/A504 504 0.1 %(6) (27)LLC Units (504.5 units)N/A05/22N/A504 502 0.1 %(6) (31)
7,143 7,509 7,447 7,143 7,516 7,545 
Flexential Issuer, LLCFlexential Issuer, LLCInformation TechnologyStructured Secured Note - Class C6.9% Cash11/2111/5110,000 9,271 8,608 1.4 %Flexential Issuer, LLCInformation TechnologyStructured Secured Note - Class C6.9% Cash11/2111/5110,000 9,278 8,363 1.4 %
10,000 9,271 8,608 10,000 9,278 8,363 
Flywheel Re Segregated Portfolio 2022-4Flywheel Re Segregated Portfolio 2022-4Investment FundsPreferred Stock (1,281,099 units)N/A08/22N/A1,281 1,281 0.2 %(3) (6) (27)Flywheel Re Segregated Portfolio 2022-4Investment FundsPreferred Stock (1,281,099 units)N/A08/22N/A1,281 1,294 0.2 %(3) (6) (31)
— 1,281 1,281 1,281 1,294 
Footco 40 LimitedFootco 40 LimitedMedia & EntertainmentFirst Lien Senior Secured Term LoanSONIA + 5.75%, 9.3% Cash04/2204/291,382 1,556 1,334 0.2 %(3) (6) (7) (18)Footco 40 LimitedMedia & EntertainmentFirst Lien Senior Secured Term LoanSONIA + 5.75%, 10.4% Cash04/2204/291,759 1,789 1,694 0.3 %(3) (6) (7) (18)
1,382 1,556 1,334 1,759 1,789 1,694 
Fortis Payment Systems, LLCFortis Payment Systems, LLCOther FinancialFirst Lien Senior Secured Term LoanSOFR + 5.25%, 10.2% Cash10/2202/261,571 1,518 1,517 0.2 %(6) (7) (14)
1,571 1,518 1,517 
FragilePak LLCFragilePak LLCTransportation ServicesFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 8.9% Cash05/2105/277,463 7,215 7,441 1.2 %(6) (7) (9)FragilePak LLCTransportation ServicesFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 10.9% Cash05/2105/277,426 7,202 7,426 1.2 %(6) (7) (9)
Partnership Units (889.3 units)N/A05/21N/A889 1,004 0.2 %(6) (27)Partnership Units (889.3 units)N/A05/21N/A889 1,119 0.2 %(6) (31)
7,463 8,104 8,445 7,426 8,091 8,545 
Front Line Power Construction LLCFront Line Power Construction LLCConstruction MachineryFirst Lien Senior Secured Term LoanLIBOR + 12.50%, 15.5% Cash11/2111/28698 664 668 0.1 %(6) (7) (9)Front Line Power Construction LLCConstruction MachineryFirst Lien Senior Secured Term LoanLIBOR + 12.50%, 17.4% Cash11/2111/28765 709 845 0.1 %(6) (7) (9)
Common Stock (33,601 shares)N/A11/21N/A38 16 — %(27)Common Stock (140,005 shares)N/A11/21NA65 20 — %(31)
698 702 684 765 774 865 
FSS Buyer LLCFSS Buyer LLCTechnologyFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 8.9% Cash08/2108/2814,740 14,483 14,551 2.4 %(6) (7) (8)FSS Buyer LLCTechnologyFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 10.6% Cash08/2108/2814,665 14,428 14,527 2.3 %(6) (7) (8)
LP Interest (1,973.6 units)N/A08/21N/A107 119 — %(6) (27)LP Interest (1,973.6 units)N/A08/21N/A20 30 — %(6) (31)
14,740 14,590 14,670 LP Units (8,677.3 units)N/A08/21N/A87 131 — %(6) (31)
FSS Buyer LLC14,665 14,535 14,688 
GB Eagle Buyer, Inc.Capital GoodsFirst Lien Senior Secured Term LoanSOFR + 6.50%, 11.2% Cash12/2212/2812,549 12,188 12,193 2.0 %(6) (7) (15)
RevolverSOFR + 6.50%, 11.2% Cash12/2212/28— (55)(55)— %(6) (7) (15)
GB Eagle Buyer, Inc.Partnership Units (515 units)N/A12/22N/A515 514 0.1 %(6) (31)
12,549 12,648 12,652 
Global Academic Group LimitedIndustrial OtherFirst Lien Senior Secured Term LoanBBSY + 6.00%, 9.4% Cash07/2207/271,647 1,670 1,609 0.3 %(3) (6) (7) (21)
Global Academic Group LimitedFirst Lien Senior Secured Term LoanBKBM + 6.00%, 10.2% Cash07/2207/272,879 2,806 2,805 0.5 %(3) (6) (7) (25)
4,526 4,476 4,414 
GPNZ II GmbHGPNZ II GmbHHealthcareFirst Lien Senior Secured Term LoanEURIBOR + 6.00%, 7.9% Cash, 1.0% PIK06/2206/29468 445 426 0.1 %(3) (6) (7) (11)
468 445 426 
Greenhill II BVGreenhill II BVTechnologyFirst Lien Senior Secured Term LoanEURIBOR + 5.75%, 8.4% Cash07/2207/29752 672 731 0.1 %(3) (6) (7) (12)
752 672 731 

15
Barings Capital Investment Corporation
Unaudited Consolidated Schedule of Investments — (Continued)
September 30, 2022March 31, 2023
(Amounts in thousands, except share amounts)
Portfolio Company (5)
Portfolio Company (5)
Industry
Investment Type (1)(2)
InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
Portfolio Company (5)
Industry
Investment Type (1)(2)
InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
Global Academic Group LimitedIndustrial OtherFirst Lien Senior Secured Term LoanBBSY + 6.00%, 8.3% Cash07/2207/27$1,581 $1,666 $1,534 0.3 %(3) (6) (7) (21)
First Lien Senior Secured Term LoanBKBM + 6.00%, 8.3% Cash07/2207/272,603 2,797 2,517 0.4 %(3) (6) (7) (24)
4,184 4,463 4,051 
Groupe Product LifeGroupe Product LifeConsumer Non-cyclicalFirst Lien Senior Secured Term LoanEURIBOR + 6.25%, 9.3% Cash10/2210/29$636 $554 $613 0.1 %(3) (6) (7) (12)
636 554 613 
GPZN II GmbHHealthcareFirst Lien Senior Secured Term LoanEURIBOR + 5.50%, 6.2% Cash06/2206/29421 428 397 0.1 %(3) (6) (7) (11)
421 428 397 
Greenhill II BVTechnologyFirst Lien Senior Secured Term LoanEURIBOR + 5.75%, 5.8% Cash07/2207/29678 671 653 0.1 %(3) (6) (7) (12)
678 671 653 
Gusto Aus BidCo Pty LtdGusto Aus BidCo Pty LtdConsumer Non-cyclicalFirst Lien Senior Secured Term LoanBBSY + 6.50%, 10.2% Cash10/2210/282,181 2,018 2,119 0.3 %(3) (6) (7) (22)
2,181 2,018 2,119 
HeartHealth Bidco Pty LtdHeartHealth Bidco Pty LtdHealthcareFirst Lien Senior Secured Term LoanBBSY + 5.25%, 8.3% Cash09/2207/28594 568 565 0.1 %(3) (6) (7) (21)HeartHealth Bidco Pty LtdHealthcareFirst Lien Senior Secured Term LoanBBSY + 4.75%, 8.5% Cash09/2209/28619 570 593 0.1 %(3) (6) (7) (21)
594 568 565 619 570 593 
Heartland Veterinary Partners, LLCHeartland Veterinary Partners, LLCHealthcareSubordinated Term Loan11.0% PIK11/2111/283,370 3,300 3,310 0.5 %
(6)*
Heartland Veterinary Partners, LLCHealthcareSubordinated Term Loan11.0% PIK11/2111/23425 421 418 0.1 %
(6)*
Subordinated Term Loan11.0% PIK11/2111/23425 418 416 0.1 %
(6)*
Subordinated Term Loan11.0% PIK11/2112/283,560 3,494 3,512 0.6 %
(6)*
3,795 3,718 3,726 3,985 3,915 3,930 
Hoffmaster Group Inc.PackagingFirst Lien Senior Secured Term LoanLIBOR + 4.00%, 7.7% Cash07/2011/232,494 2,337 2,247 0.4 %(7) (9)
2,494 2,337 2,247 
HEKA InvestHEKA InvestTechnologyFirst Lien Senior Secured Term LoanEURIBOR + 6.50%, 9.5% Cash10/2210/295,089 4,465 4,957 0.8 %(3) (6) (7) (12)
5,089 4,465 4,957 
Home Care Assistance, LLCHome Care Assistance, LLCHealthcare & PharmaceuticalsFirst Lien Senior Secured Term LoanSOFR + 5.00%, 8.1% Cash03/2103/274,513 4,443 4,436 0.7 %(6) (7) (14)Home Care Assistance, LLCHealthcare & PharmaceuticalsFirst Lien Senior Secured Term LoanSOFR + 5.00%, 9.9% Cash03/2103/274,479 4,416 4,107 0.7 %(6) (7) (14)
4,513 4,443 4,436 4,479 4,416 4,107 
Honour Lane Logistics Holdings LimitedHonour Lane Logistics Holdings LimitedTransportation ServicesFirst Lien Senior Secured Term LoanSOFR + 5.25%, 6.7% Cash04/2211/288,500 8,244 8,084 1.3 %(3) (6) (7) (16)Honour Lane Logistics Holdings LimitedTransportation ServicesFirst Lien Senior Secured Term LoanSOFR + 5.25%, 9.5% Cash04/2211/288,500 8,276 8,324 1.3 %(3) (6) (7) (16)
8,500 8,244 8,084 8,500 8,276 8,324 
HTI Technology & IndustriesHTI Technology & IndustriesElectronic Component ManufacturingFirst Lien Senior Secured Term LoanSOFR + 8.50%, 11.4% Cash07/2207/255,795 5,699 5,693 0.9 %(6) (7) (15)HTI Technology & IndustriesElectronic Component ManufacturingFirst Lien Senior Secured Term LoanSOFR + 8.50%, 13.6% Cash07/2207/255,757 5,677 5,554 0.9 %(6) (7) (16)
RevolverSOFR + 8.50%, 11.4% Cash07/2207/25— (10)(10)— %(6) (7) (15)RevolverSOFR + 8.50%, 13.6% Cash07/2207/25— (8)(20)— %(6) (7) (16)
5,795 5,689 5,683 5,757 5,669 5,534 
Hygie 31 HoldingHygie 31 HoldingPharmaceuticalsFirst Lien Senior Secured Term LoanEURIBOR + 6.25%, 7.4% Cash09/2209/29294 281 286 — %(3) (6) (7) (12)Hygie 31 HoldingPharmaceuticalsFirst Lien Senior Secured Term LoanEURIBOR + 6.25%, 7.4% Cash09/2209/29326 281 318 0.1 %(3) (6) (7) (29)
294 281 286 326 281 318 
IM SquareIM SquareBanking, Finance, Insurance & Real EstateFirst Lien Senior Secured Term LoanEURIBOR + 5.25%, 5.5% Cash05/2104/283,135 3,752 3,093 0.5 %(3) (6) (7) (13)IM SquareBanking, Finance, Insurance & Real EstateFirst Lien Senior Secured Term LoanEURIBOR + 5.25%, 8.5% Cash05/2104/283,477 3,758 3,391 0.5 %(3) (6) (7) (12)
3,135 3,752 3,093 3,477 3,758 3,391 
Infoblox, Inc.Infoblox, Inc.TechnologySecond Lien Senior Secured Term LoanLIBOR + 7.25%, 10.3% Cash09/2012/282,843 2,831 2,487 0.4 %(7) (9)Infoblox, Inc.TechnologySecond Lien Senior Secured Term LoanLIBOR + 7.25%, 12.2% Cash09/2012/282,843 2,832 2,409 0.4 %(7) (9)
2,843 2,831 2,487 2,843 2,832 2,409 
Infoniqa Holdings GmbHInfoniqa Holdings GmbHTechnologyFirst Lien Senior Secured Term LoanEURIBOR + 5.25%, 6.2% Cash11/2111/282,382 2,683 2,316 0.4 %(3) (6) (7) (13)Infoniqa Holdings GmbHTechnologyFirst Lien Senior Secured Term LoanEURIBOR + 5.00%, 8.2% Cash11/2111/282,642 2,688 2,602 0.4 %(3) (6) (7) (13)
2,382 2,683 2,316 2,642 2,688 2,602 
Innovad Group II BVInnovad Group II BVBeverage, Food & TobaccoFirst Lien Senior Secured Term LoanEURIBOR + 5.75%, 6.0% Cash04/2104/283,835 4,484 3,425 0.6 %(3) (6) (7) (13)Innovad Group II BVBeverage, Food & TobaccoFirst Lien Senior Secured Term LoanEURIBOR + 6.50%, 9.3% Cash04/2104/284,253 4,492 3,732 0.6 %(3) (6) (7) (13)
3,835 4,484 3,425 4,253 4,492 3,732 
INOS 19-090 GmbHINOS 19-090 GmbHAerospace & DefenseFirst Lien Senior Secured Term LoanEURIBOR + 5.40%, 6.4% Cash12/2012/27752 908 749 0.1 %(3) (6) (7) (12)INOS 19-090 GmbHAerospace & DefenseFirst Lien Senior Secured Term LoanEURIBOR + 5.40%, 8.1% Cash12/2012/27834 902 834 0.1 %(3) (6) (7) (12)
752 908 749 834 902 834 
Interstellar Group B.V.Interstellar Group B.V.TechnologyFirst Lien Senior Secured Term LoanEURIBOR + 5.25%, 6.4% Cash08/2208/291,121 1,129 1,086 0.2 %(3) (6) (7) (12)Interstellar Group B.V.TechnologyFirst Lien Senior Secured Term LoanEURIBOR + 5.25%, 8.3% Cash08/2208/291,308 1,193 1,276 0.2 %(3) (6) (7) (12)
Super Senior Secured Term LoanEURIBOR + 5.25%, 6.4% Cash08/2202/29— (2)(2)— %(3) (6) (7) (12)
1,121 1,127 1,084 1,308 1,193 1,276 
Isolstar Holding NV (IPCOM)Isolstar Holding NV (IPCOM)Trading Companies & DistributorsFirst Lien Senior Secured Term LoanEURIBOR + 6.50%, 8.8% Cash10/2210/294,665 4,048 4,539 0.7 %(3) (6) (7) (11)
4,665 4,048 4,539 
16
Barings Capital Investment Corporation
Unaudited Consolidated Schedule of Investments — (Continued)
September 30, 2022March 31, 2023
(Amounts in thousands, except share amounts)
Portfolio Company (5)
Portfolio Company (5)
Industry
Investment Type (1)(2)
InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
Portfolio Company (5)
Industry
Investment Type (1)(2)
InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
ITI Intermodal, Inc.ITI Intermodal, Inc.Transportation ServicesFirst Lien Senior Secured Term LoanLIBOR + 4.75%, 7.9% Cash12/2112/27$716 $701 $704 0.1 %(6) (7) (8)ITI Intermodal, Inc.Transportation ServicesFirst Lien Senior Secured Term LoanSOFR + 6.50%, 11.5% Cash12/2112/27$4,524 $4,341 $4,330 0.7 %(6) (7) (15)
RevolverLIBOR + 4.75%, 7.9% Cash12/2112/276 4 4 — %(6) (7) (8)RevolverSOFR + 6.50%, 11.5% Cash12/2112/2712 (1)(2)— %(6) (7) (15)
Common Stock (1,433.37 shares)N/A01/22N/A144 143 — %(6) (27)Common Stock (1,433.37 shares)N/A01/22N/A375 375 0.1 %(6) (31)
722 849 851 4,536 4,715 4,703 
Jaguar Merger Sub Inc.Other FinancialFirst Lien Senior Secured Term LoanSOFR + 5.25%, 8.2% Cash12/2109/244,865 4,768 4,736 0.8 %(6) (7) (15)
RevolverSOFR + 5.25%, 8.2% Cash12/2109/24— (4)(7)— %(6) (7) (15)
4,865 4,764 4,729 
JetBlue 2019-1 Class B Pass Through TrustJetBlue 2019-1 Class B Pass Through TrustAirlinesStructured Secured Note - Class B8.0% Cash08/2011/271,555 1,555 1,526 0.2 %JetBlue 2019-1 Class B Pass Through TrustAirlinesStructured Secured Note - Class B8.0% Cash08/2011/271,443 1,443 1,443 0.2 %
1,555 1,555 1,526 1,443 1,443 1,443 
JF Acquisition, LLCJF Acquisition, LLCAutomotiveFirst Lien Senior Secured Term LoanLIBOR + 6.00%, 9.1% Cash05/2107/243,623 3,542 3,388 0.6 %(6) (7) (8)JF Acquisition, LLCAutomotiveFirst Lien Senior Secured Term LoanLIBOR + 5.50%, 10.3% Cash05/2107/243,587 3,516 3,400 0.5 %(6) (7) (8)
3,623 3,542 3,388 3,587 3,516 3,400 
Jon Bidco LimitedJon Bidco LimitedHealthcareFirst Lien Senior Secured Term LoanBKBM + 5.50%, 9.4% Cash03/2203/271,827 2,183 1,777 0.3 %(3) (6) (7) (24)Jon Bidco LimitedHealthcareFirst Lien Senior Secured Term LoanBKBM + 4.75%, 10.0% Cash03/2203/272,021 2,189 1,976 0.3 %(3) (6) (7) (25)
1,827 2,183 1,777 2,021 2,189 1,976 
Jones Fish Hatcheries & Distributors LLCJones Fish Hatcheries & Distributors LLCConsumer ProductsFirst Lien Senior Secured Term LoanLIBOR + 5.50%, 10.5% Cash02/2202/282,785 2,738 2,680 0.4 %(6) (7) (9)
Jones Fish Hatcheries & Distributors LLCConsumer ProductsFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 8.9% Cash02/2202/282,785 2,734 2,740 0.4 %(6) (7) (8)First Lien Senior Secured Term LoanSOFR + 5.75%, 10.6% Cash02/2202/28696 675 675 0.1 %(6) (7) (16)
RevolverLIBOR + 5.75%, 8.9% Cash02/2202/28— (8)(7)— %(6) (7) (8)RevolverLIBOR + 5.50%, 10.5% Cash02/2202/28— (7)(16)— %(6) (7) (9)
LLC Units (974.68 units)N/A02/22N/A97 97 — %(6) (27)LLC Units (974.68 units)N/A02/22N/A97 162 — %(6) (31)
2,785 2,823 2,830 3,481 3,503 3,501 
Kano Laboratories LLCKano Laboratories LLCChemicals, Plastics & RubberFirst Lien Senior Secured Term LoanLIBOR + 5.00%, 7.0% Cash11/2011/265,015 4,891 4,905 0.8 %(6) (7) (9)Kano Laboratories LLCChemicals, Plastics & RubberFirst Lien Senior Secured Term LoanLIBOR + 5.00%, 10.1% Cash11/2011/264,968 4,858 4,886 0.8 %(6) (7) (10)
Partnership Equity (78.7 units)N/A11/20N/A79 74 — %(6) (27)Partnership Equity (78.7 units)N/A11/20N/A79 74 — %(6) (31)
5,015 4,970 4,979 4,968 4,937 4,960 
Kid Distro Holdings, LLCKid Distro Holdings, LLCMedia & EntertainmentFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 8.6% Cash10/2110/2718,957 18,631 18,704 3.1 %(6) (7) (9)Kid Distro Holdings, LLCMedia & EntertainmentFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 10.9% Cash10/2110/2718,862 18,564 18,673 3.0 %(6) (7) (9)
LLC Units (850,236.1 units)N/A10/21N/A851 799 0.1 %(6) (27)LLC Units (850,236.1 units)N/A10/21N/A851 799 0.1 %(6) (31)
18,957 19,482 19,503 18,862 19,415 19,472 
Kona Buyer, LLCKona Buyer, LLCHigh Tech IndustriesFirst Lien Senior Secured Term LoanLIBOR + 4.75%, 8.3% Cash12/2012/275,619 5,516 5,518 0.9 %(6) (7) (9)Kona Buyer, LLCHigh Tech IndustriesFirst Lien Senior Secured Term LoanSOFR + 4.75%, 9.6% Cash12/2012/275,460 5,371 5,379 0.9 %(6) (7) (15)
5,619 5,516 5,518 5,460 5,371 5,379 
Lambir Bidco LimitedLambir Bidco LimitedHealthcareFirst Lien Senior Secured Term LoanEURIBOR + 6.00%, 7.2% Cash12/2112/283,059 3,389 2,933 0.5 %(3) (6) (7) (12)Lambir Bidco LimitedHealthcareFirst Lien Senior Secured Term LoanEURIBOR + 6.25%, 9.3% Cash12/2112/283,393 3,398 3,229 0.5 %(3) (6) (7) (12)
Second Lien Senior Secured Term Loan12.0% PIK12/2106/29917 1,023 882 0.1 %(3) (6)Second Lien Senior Secured Term Loan12.0% PIK12/2106/291,079 1,086 1,001 0.2 %(3) (6)
3,976 4,412 3,815 4,472 4,484 4,230 
LeadsOnline, LLCLeadsOnline, LLCBusiness Equipment & ServicesFirst Lien Senior Secured Term LoanLIBOR + 5.00%, 8.7% Cash02/2202/2810,955 10,781 10,805 1.8 %(6) (7) (9)LeadsOnline, LLCBusiness Equipment & ServicesFirst Lien Senior Secured Term LoanLIBOR + 4.75%, 9.5% Cash02/2202/2810,900 10,741 10,782 1.7 %(6) (7) (9)
RevolverLIBOR + 5.00%, 8.7% Cash02/2202/28— (30)(27)— %(6) (7) (9)RevolverLIBOR + 4.75%, 9.5% Cash02/2202/28— (28)(21)— %(6) (7) (9)
LLC Units (39,370.1 units)N/A02/22N/A39 43 — %(6)LLC Units (39,370.1 units)N/A02/22N/A39 54 — %
(6)*
10,955 10,790 10,821 10,900 10,752 10,815 
Learfield Communications, LLCLearfield Communications, LLCBroadcastingFirst Lien Senior Secured Term LoanLIBOR + 3.25%, 6.4% Cash08/2012/2367 47 55 — %(7) (8)Learfield Communications, LLCBroadcastingFirst Lien Senior Secured Term Loan3.0% Cash, LIBOR + 10.0% PIK08/2012/236,591 6,579 5,932 1.0 %(9)
First Lien Senior Secured Term Loan3.0% Cash, LIBOR + 10.0% PIK08/2012/236,131 6,111 6,070 1.0 %(6) (9)First Lien Senior Secured Term LoanLIBOR + 3.25%, 8.1% Cash08/2012/2367 47 47 — %(7) (8)
6,198 6,158 6,125 6,658 6,626 5,979 
Liberty Steel Holdings USA Inc.Liberty Steel Holdings USA Inc.Industrial
Other		RevolverSOFR + 4.50%, 9.3% Cash04/2204/2510,000 9,932 9,931 1.6 %(6) (7) (15)
10,000 9,932 9,931 



17
Barings Capital Investment Corporation
Unaudited Consolidated Schedule of Investments — (Continued)
September 30, 2022March 31, 2023
(Amounts in thousands, except share amounts)
Portfolio Company (5)
Portfolio Company (5)
Industry
Investment Type (1)(2)
InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
Portfolio Company (5)
Industry
Investment Type (1)(2)
InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
Liberty Steel Holdings USA Inc.Industrial OtherRevolverSOFR + 5.00%, 7.5% Cash04/2204/25$10,000 $9,915 $9,900 1.6 %(6) (7) (14)
10,000 9,915 9,900 
LivTech Purchaser, Inc.LivTech Purchaser, Inc.Business ServicesFirst Lien Senior Secured Term LoanLIBOR + 5.00%, 6.0% Cash01/2112/253,319 3,290 3,291 0.5 %(6) (7) (9)LivTech Purchaser, Inc.Business ServicesFirst Lien Senior Secured Term LoanLIBOR + 5.00%, 9.9% Cash01/2112/25$3,319 $3,294 $3,265 0.5 %(6) (7) (9)
3,319 3,290 3,291 3,319 3,294 3,265 
Long Term Care Group, Inc.Long Term Care Group, Inc.HealthcareFirst Lien Senior Secured Term LoanLIBOR + 6.00%, 8.8% Cash04/2209/274,873 4,782 4,791 0.8 %(6) (7) (8)Long Term Care Group, Inc.HealthcareFirst Lien Senior Secured Term LoanLIBOR + 6.00%, 11.2% Cash04/2209/274,836 4,753 3,932 0.6 %(6) (7) (8)
4,873 4,782 4,791 4,836 4,753 3,932 
Marmoutier Holding B.V.Marmoutier Holding B.V.Consumer ProductsFirst Lien Senior Secured Term LoanEURIBOR + 5.75%, 6.9% Cash12/2112/281,675 1,887 1,641 0.3 %(3) (6) (7) (12)Marmoutier Holding B.V.Consumer ProductsFirst Lien Senior Secured Term LoanEURIBOR + 6.00%, 8.8% Cash12/2112/282,220 2,221 1,913 0.3 %(3) (6) (7) (13)
First Lien Senior Secured Term LoanEURIBOR + 5.75%, 6.9% Cash12/2112/24327 329 320 0.1 %(3) (6) (7) (12)RevolverEURIBOR + 5.00%, 7.8% Cash12/2106/2746 42 25 — %(3) (6) (7) (12)
RevolverEURIBOR + 5.00%, 5.0% Cash12/2106/27— (4)(3)— %(3) (6) (7) (12)
2,002 2,212 1,958 2,266 2,263 1,938 
Marshall Excelsior Co.Marshall Excelsior Co.Capital GoodsFirst Lien Senior Secured Term LoanSOFR + 5.50%, 9.2% Cash02/2202/286,633 6,532 6,531 1.1 %(6) (7) (15)Marshall Excelsior Co.Capital GoodsFirst Lien Senior Secured Term LoanSOFR + 5.50%, 10.5% Cash02/2202/286,583 6,491 6,502 1.1 %(6) (7) (15)
RevolverSOFR + 5.50%, 9.2% Cash02/2202/28749 734 734 0.1 %(6) (7) (15)RevolverPrime + 5.50%, 13.5% Cash02/2202/28966 951 953 0.2 %(6) (7) (28)
7,382 7,266 7,265 7,549 7,442 7,455 
MC Group Ventures CorporationMC Group Ventures CorporationBusiness ServicesFirst Lien Senior Secured Term LoanLIBOR + 5.50%, 8.4% Cash07/2106/273,854 3,771 3,795 0.6 %(6) (7) (9)MC Group Ventures CorporationBusiness ServicesFirst Lien Senior Secured Term LoanLIBOR + 5.50%, 10.3% Cash07/2106/274,381 4,306 4,339 0.7 %(6) (7) (9)
Partnership Units (373.3 Units)N/A06/21N/A373 373 0.1 %(6) (27)Partnership Units (373.3 Units)N/A06/21N/A373 453 0.1 %(6) (31)
3,854 4,144 4,168 4,381 4,679 4,792 
Median B.V.Median B.V.HealthcareFirst Lien Senior Secured Term LoanSONIA + 6.00%, 7.5% Cash02/2210/273,461 4,072 3,114 0.5 %(3) (6) (7) (19)Median B.V.HealthcareFirst Lien Senior Secured Term LoanSONIA + 6.00%, 9.4% Cash02/2210/273,833 4,082 3,190 0.5 %(3) (7) (19)
3,461 4,072 3,114 3,833 4,082 3,190 
Mercell Holding ASMercell Holding ASTechnologyFirst Lien Senior Secured Term LoanNIBOR + 6.00%, 8.1% Cash08/2208/291,699 1,838 1,643 0.3 %(3) (6) (7) (26)Mercell Holding ASTechnologyFirst Lien Senior Secured Term LoanNIBOR + 6.00%, 9.0% Cash08/2208/291,499 1,565 1,463 0.2 %(3) (6) (7) (27)
Class A Units (57.2 units)N/A08/22N/A56 52 — %(3) (6) (27)Class A Units (57.2 units)N/A08/22N/A56 58 — %(3) (6) (31)
Class B Units (14,471.9 units)N/A08/22N/A— — — %(3) (6)Class B Units (14,471.9 units)N/A08/22N/A— 27 — %(3) (6) (31)
1,699 1,894 1,695 1,499 1,621 1,548 
MNS Buyer, Inc.MNS Buyer, Inc.Construction and BuildingFirst Lien Senior Secured Term LoanLIBOR + 5.50%, 8.6% Cash08/2108/27914 898 899 0.1 %(6) (7) (8)MNS Buyer, Inc.Construction and BuildingFirst Lien Senior Secured Term LoanLIBOR + 5.50%, 10.5% Cash08/2108/27909 895 792 0.1 %(6) (7) (8)
Partnership Units (76.92 units)N/A08/21NA77 70 — %(6) (27)Partnership Units (76.92 Units)N/A08/21N/A77 25 — %(6) (31)
914 975 969 909 972 817 
Modern Star Holdings Bidco Pty LimitedModern Star Holdings Bidco Pty LimitedNon-durable Consumer GoodsFirst Lien Senior Secured Term LoanBBSY + 6.25%, 8.8% Cash12/2012/261,868 2,073 1,820 0.3 %(3) (6) (7) (20)Modern Star Holdings Bidco Pty LimitedNon-durable Consumer GoodsFirst Lien Senior Secured Term LoanBBSY + 6.25%, 9.7% Cash12/2012/261,946 2,078 1,913 0.3 %(3) (6) (7) (20)
1,868 2,073 1,820 1,946 2,078 1,913 
Murphy Midco LimitedMurphy Midco LimitedMedia, Diversified & ProductionFirst Lien Senior Secured Term LoanSONIA + 5.00%, 5.9% Cash11/2011/27703 816 695 0.1 %(3) (6) (7) (19)Murphy Midco LimitedMedia, Diversified & ProductionFirst Lien Senior Secured Term LoanSONIA + 5.00%, 8.2% Cash11/2011/271,322 1,349 1,284 0.2 %(3) (6) (7) (19)
First Lien Senior Secured Term LoanSONIA + 5.00%, 6.2% Cash11/2011/27187 200 176 — %(3) (6) (7) (19)1,322 1,349 1,284 
890 1,016 871 
Music Reports, Inc.Music Reports, Inc.Media & EntertainmentFirst Lien Senior Secured Term LoanLIBOR + 6.00%, 8.7% Cash08/2008/265,147 5,060 5,057 0.8 %(6) (7) (8)Music Reports, Inc.Media & EntertainmentFirst Lien Senior Secured Term LoanLIBOR + 5.50%, 10.2% Cash08/2008/265,031 4,955 4,978 0.8 %(6) (7) (8)
5,147 5,060 5,057 5,031 4,955 4,978 
Napa Bidco Pty LtdNapa Bidco Pty LtdHealthcareFirst Lien Senior Secured Term LoanBBSY + 6.00%, 8.5% Cash03/2203/286,709 7,314 6,393 1.0 %(3) (6) (7) (21)Napa Bidco Pty LtdHealthcareFirst Lien Senior Secured Term LoanBBSY + 6.00%, 9.6% Cash03/2203/286,988 7,331 6,401 1.0 %(3) (6) (7) (22)
6,709 7,314 6,393 6,988 7,331 6,401 

18
Barings Capital Investment Corporation
Unaudited Consolidated Schedule of Investments — (Continued)
September 30, 2022March 31, 2023
(Amounts in thousands, except share amounts)
Portfolio Company (5)
Portfolio Company (5)
Industry
Investment Type (1)(2)
InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
Portfolio Company (5)
Industry
Investment Type (1)(2)
InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
Narda Acquisitionco., Inc.Narda Acquisitionco., Inc.Aerospace & DefenseFirst Lien Senior Secured Term LoanLIBOR + 5.25%, 8.9% Cash12/2112/27$2,955 $2,910 $2,728 0.4 %(6) (7) (9)Narda Acquisitionco., Inc.Aerospace & DefenseFirst Lien Senior Secured Term LoanLIBOR + 5.50%, 10.7% Cash12/2112/27$2,933 $2,891 $2,801 0.5 %(6) (7) (8)
RevolverLIBOR + 5.25%, 8.9% Cash12/2112/2734 24 (18)— %(6) (7) (9)RevolverLIBOR + 5.50%, 10.3% Cash12/2112/2768 59 38 — %(6) (7) (9)
Class A Preferred Stock (2,392.9 shares)N/A12/21N/A239 193 — %(6) (27)Class A Preferred Stock (2,392.9 shares)N/A12/21N/A239 243 — %(6) (31)
Class B Common Stock (265.9 shares)N/A12/21N/A27 — — %(6) (27)Class B Common Stock (265.9 shares)N/A12/21N/A27 3 — %(6) (31)
2,989 3,200 2,903 3,001 3,216 3,085 
Navia Benefit Solutions, Inc.Navia Benefit Solutions, Inc.Healthcare & PharmaceuticalsFirst Lien Senior Secured Term LoanLIBOR + 5.25%, 8.2% Cash02/2102/279,282 9,167 9,208 1.5 %(6) (7) (8)Navia Benefit Solutions, Inc.Healthcare & PharmaceuticalsFirst Lien Senior Secured Term LoanSOFR + 5.75%, 10.5% Cash02/2102/278,083 7,997 7,946 1.3 %(6) (7) (14)
9,282 9,167 9,208 First Lien Senior Secured Term LoanSOFR + 6.00%, 10.7% Cash02/2102/271,152 1,139 1,133 0.2 %(6) (7) (15)
Navia Benefit Solutions, Inc.First Lien Senior Secured Term LoanSOFR + 6.50%, 11.2% Cash11/2202/275,923 5,786 5,793 0.9 %(6) (7) (15)
15,158 14,922 14,872 
NeoxCoInternet Software & ServicesFirst Lien Senior Secured Term LoanEURIBOR + 6.50%, 9.4% Cash01/2301/302,109 2,035 2,031 0.3 %(3) (6) (7) (13)
NeoxCo2,109 2,035 2,031 
Nexus Underwriting Management LimitedNexus Underwriting Management LimitedOther FinancialFirst Lien Senior Secured Term LoanSONIA + 5.25%, 5.9% Cash10/2110/282,307 2,712 2,251 0.4 %(3) (6) (7) (19)Nexus Underwriting Management LimitedOther FinancialFirst Lien Senior Secured Term LoanSONIA + 5.25%, 7.4% Cash10/2110/282,703 2,864 2,649 0.4 %(3) (6) (7) (19)
RevolverSONIA + 5.25%, 5.9% Cash10/2104/2387 104 87 — %(3) (6) (7) (19)RevolverSONIA + 5.25%, 7.4% Cash10/2104/2397 104 97 — %(3) (6) (7) (19)
2,394 2,816 2,338 2,800 2,968 2,746 
NF Holdco, LLCNF Holdco, LLCTechnologyFirst Lien Senior Secured Term LoanSOFR + 6.50%, 11.4%03/2302/294,263 4,136 4,135 0.7 %(6) (7) (15)
RevolverSOFR + 6.50%, 11.4%03/2302/29— (22)(22)— %(6) (7) (15)
4,263 4,114 4,113 
Northstar Recycling, LLCNorthstar Recycling, LLCEnvironmental IndustriesFirst Lien Senior Secured Term LoanLIBOR + 4.75%, 8.4% Cash10/2109/273,965 3,897 3,896 0.6 %(6) (7) (9)Northstar Recycling, LLCEnvironmental IndustriesFirst Lien Senior Secured Term LoanSOFR + 4.75%, 9.9% Cash10/2109/273,945 3,883 3,903 0.6 %(6) (7) (15)
3,965 3,897 3,896 3,945 3,883 3,903 
Novotech Aus Bidco Pty LtdNovotech Aus Bidco Pty LtdHealthcareFirst Lien Senior Secured Term LoanBBSY + 5.75%, 7.6% Cash01/2201/283,055 3,383 2,930 0.5 %(3) (6) (7) (22)Novotech Aus Bidco Pty LtdHealthcareFirst Lien Senior Secured Term LoanBBSY + 5.25%, 8.8% Cash01/2201/283,182 3,388 3,061 0.5 %(3) (6) (7) (22)
First Lien Senior Secured Term LoanSOFR + 5.25%, 7.6% Cash01/2201/283,479 3,388 3,294 0.5 %(3) (6) (7) (16)First Lien Senior Secured Term LoanSOFR + 5.25%, 10.2% Cash01/2201/283,479 3,395 3,307 0.5 %(3) (6) (7) (16)
6,534 6,771 6,224 6,661 6,783 6,368 
NPM Investments 28 B.V.NPM Investments 28 B.V.HealthcareFirst Lien Senior Secured Term LoanEURIBOR + 6.25%, 7.4% Cash09/2209/291,968 1,902 1,902 0.3 %(3) (6) (7) (12)NPM Investments 28 B.V.HealthcareFirst Lien Senior Secured Term LoanEURIBOR + 6.25%, 9.3% Cash09/2210/292,182 1,906 2,121 0.3 %(3) (6) (7) (12)
1,968 1,902 1,902 2,182 1,906 2,121 
OA Buyer, Inc.OA Buyer, Inc.HealthcareFirst Lien Senior Secured Term LoanLIBOR + 6.00%, 9.1% Cash12/2112/286,599 6,478 6,486 1.1 %(6) (7) (8)OA Buyer, Inc.HealthcareFirst Lien Senior Secured Term LoanSOFR + 5.75%, 10.6% Cash12/2112/286,566 6,453 6,475 1.0 %(6) (7) (15)
RevolverLIBOR + 6.00%, 9.1% Cash12/2112/28— (24)(23)— %(6) (7) (8)RevolverSOFR + 5.75%, 10.6% Cash12/2112/28— (22)(18)— %(6) (7) (15)
Partnership Units (210,920.11 units)N/A12/21N/A211 211 — %(6) (27)Partnership Units (210,920.11 units)N/A12/21N/A211 226 — %(6) (31)
6,599 6,665 6,674 6,566 6,642 6,683 
OAC Holdings I CorpOAC Holdings I CorpAutomotiveFirst Lien Senior Secured Term LoanSOFR + 5.00%, 8.0% Cash03/2203/291,810 1,777 1,780 0.3 %(6) (7) (15)OAC Holdings I CorpAutomotiveFirst Lien Senior Secured Term LoanSOFR + 5.00%, 9.8% Cash03/2203/291,801 1,770 1,777 0.3 %(6) (7) (15)
RevolverSOFR + 5.00%, 8.0% Cash03/2203/28284 271 272 — %(6) (7) (15)RevolverSOFR + 5.00%, 9.8% Cash03/2203/28558 546 549 0.1 %(6) (7) (15)
2,094 2,048 2,052 2,359 2,316 2,326 
Odeon Cinemas Group LimitedHotel, Gaming, & LeisureFirst Lien Senior Secured Term Loan11.3% Cash02/2108/236,706 8,167 6,538 1.1 %(3)
6,706 8,167 6,538 
OG III B.V.OG III B.V.Containers & Glass ProductsFirst Lien Senior Secured Term LoanEURIBOR + 5.75%, 6.8% Cash06/2106/286,071 7,234 6,041 1.0 %(3) (6) (7) (12)OG III B.V.Containers & Glass ProductsFirst Lien Senior Secured Term LoanEURIBOR + 5.50%, 8.7% Cash06/2106/286,732 7,243 6,345 1.0 %(3) (6) (7) (12)
6,071 7,234 6,041 6,732 7,243 6,345 
Omni Intermediate Holdings, LLCOmni Intermediate Holdings, LLCTransportationFirst Lien Senior Secured Term LoanSOFR + 5.00%, 8.7% Cash12/2012/268,315 8,246 8,118 1.3 %(6) (7) (15)Omni Intermediate Holdings, LLCTransportationFirst Lien Senior Secured Term LoanSOFR + 5.00%, 9.9% Cash12/2012/2610,778 10,716 10,487 1.7 %(6) (7) (15)
8,315 8,246 8,118 10,778 10,716 10,487 
Oracle Vision Bidco LimitedHealthcareFirst Lien Senior Secured Term LoanSONIA + 4.75%, 5.7% Cash06/2105/281,184 1,460 1,166 0.2 %(3) (6) (7) (19)
1,184 1,460 1,166 
Origin Bidco LimitedTechnologyFirst Lien Senior Secured Term LoanLIBOR + 5.50%, 8.7% Cash06/2106/28597 583 584 0.1 %(3) (6) (7) (9)
First Lien Senior Secured Term LoanEURIBOR + 5.50%, 6.3% Cash06/2106/28325 395 318 0.1 %(3) (6) (7) (12)
922 978 902 

19
Barings Capital Investment Corporation
Unaudited Consolidated Schedule of Investments — (Continued)
September 30, 2022March 31, 2023
(Amounts in thousands, except share amounts)
Portfolio Company (5)
Portfolio Company (5)
Industry
Investment Type (1)(2)
InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
Portfolio Company (5)
Industry
Investment Type (1)(2)
InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
Oracle Vision Bidco LimitedOracle Vision Bidco LimitedHealthcareFirst Lien Senior Secured Term LoanSONIA + 4.75%, 7.7% Cash06/2105/28$1,312 $1,462 $1,312 0.2 %(3) (6) (7) (19)
1,312 1,462 1,312 
Origin Bidco LimitedOrigin Bidco LimitedTechnologyFirst Lien Senior Secured Term LoanEURIBOR + 5.75%, 8.4% Cash06/2106/28360 395 351 0.1 %(3) (6) (7) (12)
First Lien Senior Secured Term LoanLIBOR + 5.75%, 10.7% Cash06/2106/28597 584 582 0.1 %(3) (6) (7) (9)
957 979 933 
OSP Hamilton Purchaser, LLCOSP Hamilton Purchaser, LLCTechnologyFirst Lien Senior Secured Term LoanLIBOR + 6.00%, 11.0% Cash12/2112/272,258 2,221 2,190 0.4 %(6) (7) (9)
First Lien Senior Secured Term LoanSOFR + 6.00%, 10.9% Cash12/2212/272,274 2,209 2,206 0.4 %(6) (7) (15)
OSP Hamilton Purchaser, LLCTechnologyFirst Lien Senior Secured Term LoanLIBOR + 5.25%, 8.9% Cash12/2112/27$2,264 $2,223 $2,230 0.4 %(6) (7) (9)First Lien Senior Secured Term LoanSOFR + 6.25%, 11.1% Cash03/2312/272,385 2,313 2,313 0.4 %(6) (7) (15)
RevolverLIBOR + 5.25%, 8.9% Cash12/2112/27— (3)(3)— %(6) (7) (9)RevolverLIBOR + 6.00%, 11.0% Cash12/2112/2756 49 47 — %(6) (7) (9)
LP Units (60,040 units)N/A07/22N/A63 67 — %(6) (27)LP Units (277 units)N/A07/22N/A280 286 — %(6) (31)
2,264 2,283 2,294 6,973 7,072 7,042 
Panoche Energy Center LLCPanoche Energy Center LLCElectricFirst Lien Senior Secured Bond6.9% Cash07/2207/294,924 4,407 4,530 0.7 %(6)Panoche Energy Center LLCElectricFirst Lien Senior Secured Bond6.9% Cash07/2207/294,636 4,185 4,312 0.7 %(6)
4,924 4,407 4,530 4,636 4,185 4,312 
PDQ.Com CorporationPDQ.Com CorporationBusiness Equipment & ServicesFirst Lien Senior Secured Term LoanLIBOR + 4.75%, 8.4% Cash08/2108/2712,793 12,600 12,625 2.1 %(6) (7) (9)PDQ.Com CorporationBusiness Equipment & ServicesFirst Lien Senior Secured Term LoanLIBOR + 4.75%, 9.7% Cash08/2108/2712,745 12,565 12,615 2.0 %(6) (7) (9)
Class A-2 Partnership Units (286.4 units)N/A08/21N/A86 114 — %(6) (27)Class A-2 Partnership Units (86.4 units)N/A08/21N/A86 136 — %(6) (31)
12,793 12,686 12,739 12,745 12,651 12,751 
Perimeter Master Note Business TrustPerimeter Master Note Business TrustCredit Card ABSStructured Secured Note - Class A4.7% Cash05/2205/2782 82 75 — %(3) (6)Perimeter Master Note Business TrustCredit Card ABSStructured Secured Note - Class A4.7% Cash05/2205/27137 137 133 — %(3) (6)
Structured Secured Note - Class B5.4% Cash05/2205/2782 82 74 — %(3) (6)Structured Secured Note - Class B5.4% Cash05/2205/27137 137 129 — %(3) (6)
Structured Secured Note - Class C5.9% Cash05/2205/2782 82 71 — %(3) (6)Structured Secured Note - Class C5.9% Cash05/2205/27137 137 125 — %(3) (6)
Structured Secured Note - Class D8.5% Cash05/2205/2782 82 71 — %(3) (6)Structured Secured Note - Class D8.5% Cash05/2205/27137 137 122 — %(3) (6)
Structured Secured Note - Class E11.4% Cash05/2205/274,192 4,192 3,633 0.6 %(3) (6)Structured Secured Note - Class E11.4% Cash05/2205/276,986 6,986 6,166 1.0 %(3) (6)
4,520 4,520 3,924 7,534 7,534 6,675 
Permaconn BidCo Pty LtdPermaconn BidCo Pty LtdTele-communicationsFirst Lien Senior Secured Term LoanBBSY + 6.50%, 9.1% Cash12/2112/274,631 5,032 4,535 0.7 %(3) (6) (7) (21)Permaconn BidCo Pty LtdTele-communicationsFirst Lien Senior Secured Term LoanBBSY + 6.00%, 9.7% Cash12/2112/274,824 5,042 4,746 0.8 %(3) (6) (7) (21)
4,631 5,032 4,535 4,824 5,042 4,746 
Polara Enterprises, L.L.C.Polara Enterprises, L.L.C.Capital EquipmentFirst Lien Senior Secured Term LoanLIBOR + 4.75%, 7.3% Cash12/2112/272,105 2,068 2,067 0.3 %(6) (7) (9)Polara Enterprises, L.L.C.Capital EquipmentFirst Lien Senior Secured Term LoanSOFR + 4.75%, 9.8% Cash12/2112/272,100 2,066 2,069 0.3 %(6) (7) (16)
RevolverLIBOR + 4.75%, 7.3% Cash12/2112/27— (5)(5)— %(6) (7) (9)RevolverSOFR + 4.75%, 9.8% Cash12/2112/27— (4)(4)— %(6) (7) (16)
Partnership Units (3,704.3 units)N/A12/21N/A370 370 0.1 %(6) (27)Partnership Units (3,704.3 units)N/A12/21N/A370 466 0.1 %(6) (31)
2,105 2,433 2,432 2,100 2,432 2,531 
Policy Services Company, LLCPolicy Services Company, LLCProperty & Casualty InsuranceFirst Lien Senior Secured Term LoanLIBOR + 6.00%, 8.8% Cash, 4.0% PIK12/2106/2620,571 20,060 19,954 3.3 %(6) (7) (9)Policy Services Company, LLCProperty & Casualty InsuranceFirst Lien Senior Secured Term LoanLIBOR + 6.00%, 10.8% Cash, 4.0% PIK12/2106/2620,987 20,536 20,536 3.3 %(6) (7) (8)
Warrants Class A (10,710 units)N/A12/21N/A— — — %(6) (27)Warrants - Class A (1.0710 units)N/A12/21N/A— 126 — %(6) (31)
Warrants Class B (3,614 units)N/A12/21N/A— — — %(6) (27)Warrants - Class B (0.3614 units)N/A12/21N/A— 43 — %(6) (31)
Warrants Class C (372 units)N/A12/21N/A— — — %(6) (27)Warrants - Class CC (0.0372 units)N/A12/21N/A— — — %(6) (31)
Warrants Class D (955 units)N/A12/21N/A— — — %(6) (27)Warrants - Class D (0.1035 units)N/A12/21N/A— 12 — %(6) (31)
20,571 20,060 19,954 20,987 20,536 20,717 
Premium Franchise Brands, LLCPremium Franchise Brands, LLCResearch & Consulting ServicesFirst Lien Senior Secured Term LoanLIBOR + 6.25%, 9.9% Cash12/2012/2611,845 11,652 11,670 1.9 %(6) (7) (9)Premium Franchise Brands, LLCResearch & Consulting ServicesFirst Lien Senior Secured Term LoanLIBOR + 6.25%, 11.1% Cash12/2012/2611,785 11,612 11,651 1.9 %(6) (7) (9)
11,845 11,652 11,670 11,785 11,612 11,651 
Premium InvestBrokerage, Asset Managers & ExchangesFirst Lien Senior Secured Term LoanEURIBOR + 5.75%, 6.5% Cash06/2106/285,094 6,008 5,094 0.8 %(3) (6) (7) (13)
5,094 6,008 5,094 
Preqin MC LimitedBanking, Finance, Insurance & Real EstateFirst Lien Senior Secured Term LoanLIBOR + 5.25%, 8.6% Cash08/2107/283,147 3,066 3,089 0.5 %(3) (6) (7) (10)
3,147 3,066 3,089 
20
Barings Capital Investment Corporation
Unaudited Consolidated Schedule of Investments — (Continued)
September 30, 2022March 31, 2023
(Amounts in thousands, except share amounts)
Portfolio Company (5)
Portfolio Company (5)
Industry
Investment Type (1)(2)
InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
Portfolio Company (5)
Industry
Investment Type (1)(2)
InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
Premium InvestPremium InvestBrokerage, Asset Managers & ExchangesFirst Lien Senior Secured Term LoanEURIBOR + 5.25%, 8.0% Cash06/2106/28$5,650 $6,025 $5,650 0.9 %(3) (6) (7) (13)
5,650 6,025 5,650 
Preqin MC LimitedPreqin MC LimitedBanking, Finance, Insurance & Real EstateFirst Lien Senior Secured Term LoanSOFR + 5.25%, 10.0% Cash08/2107/283,147 3,071 3,065 0.5 %(3) (6) (7) (16)
3,147 3,071 3,065 
ProfitOptics, LLCProfitOptics, LLCTechnologyFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 9.6% Cash03/2203/28$708 $695 $691 0.1 %(6) (7) (10)ProfitOptics, LLCTechnologyFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 10.8% Cash03/2203/28659 648 655 0.1 %(6) (7) (10)
RevolverLIBOR + 5.75%, 9.6% Cash03/2203/28— (4)(5)— %(6) (7) (10)RevolverLIBOR + 5.75%, 10.8% Cash03/2203/2871 68 70 — %(6) (7) (10)
Second Lien Senior Subordinated Term Loan8.0% Cash03/2203/2932 32 32 — %(6)Second Lien Senior Subordinated Term Loan8.0% Cash03/2203/2932 32 30 — %(6)
LLC Units (96,774.2 units)N/A03/22N/A65 65 — %(6) (27)LLC Units (96,774.2 units)N/A03/22N/A65 75 — %(6) (31)
740 788 783 762 813 830 
Protego Bidco B.V.Protego Bidco B.V.Aerospace & DefenseFirst Lien Senior Secured Term LoanEURIBOR + 6.00%, 7.7% Cash03/2103/28319 374 311 0.1 %(3) (6) (7) (13)Protego Bidco B.V.Aerospace & DefenseFirst Lien Senior Secured Term LoanEURIBOR + 6.25%, 9.3% Cash03/2103/28354 375 335 0.1 %(3) (6) (7) (13)
RevolverEURIBOR + 5.25%, 6.9% Cash03/2103/27665 788 658 0.1 %(3) (6) (7) (12)RevolverEURIBOR + 5.25%, 8.3% Cash03/2103/27737 789 710 0.1 %(3) (6) (7) (13)
984 1,162 969 1,091 1,164 1,045 
PSP Intermediate 4, LLCPSP Intermediate 4, LLCTechnologyFirst Lien Senior Secured Term LoanEURIBOR + 5.25%, 6.1% Cash05/2205/29801 823 766 0.1 %(3) (6) (7) (12)PSP Intermediate 4, LLCTechnologyFirst Lien Senior Secured Term LoanEURIBOR + 5.25%, 8.2% Cash05/2205/29888 826 825 0.1 %(3) (6) (7) (12)
First Lien Senior Secured Term LoanLIBOR + 5.25%, 8.4% Cash05/2205/29866 843 845 0.1 %(3) (6) (7) (9)First Lien Senior Secured Term LoanLIBOR + 5.25%, 10.3% Cash05/2205/29866 844 832 0.1 %(3) (6) (7) (9)
1,667 1,666 1,611 1,754 1,670 1,657 
QPE7 SPV1 BidCo Pty LtdQPE7 SPV1 BidCo Pty LtdConsumer CyclicalFirst Lien Senior Secured Term LoanBBSY + 5.50%, 8.0% Cash09/2109/262,718 3,002 2,637 0.4 %(3) (6) (7) (21)QPE7 SPV1 BidCo Pty LtdConsumer CyclicalFirst Lien Senior Secured Term LoanBBSY + 3.75%, 7.4% Cash09/2109/262,831 3,005 2,712 0.4 %(3) (6) (7) (20)
2,718 3,002 2,637 2,831 3,005 2,712 
Qualified Industries, LLCQualified Industries, LLCConsumer CyclicalFirst Lien Senior Secured Term LoanSOFR + 5.75%, 10.4% Cash03/2303/29606 588 588 0.1 %(6) (7) (15)
RevolverSOFR + 5.75%, 10.4% Cash03/2303/29— (7)(7)— %(6) (7) (15)
Preferred Stock (148 shares)N/A03/23N/A144 144 — %(6) (31)
Common Stock (242,424.24 shares)N/A03/23N/A3 3 — %(6) (31)
606 728 728 
Questel UniteQuestel UniteBusiness ServicesFirst Lien Senior Secured Term LoanEURIBOR + 6.25%, 7.4% Cash12/2012/272,113 2,452 2,047 0.3 %(3) (6) (7) (12)Questel UniteBusiness ServicesFirst Lien Senior Secured Term LoanEURIBOR + 6.25%, 9.3% Cash12/2012/272,344 2,456 2,220 0.4 %(3) (6) (7) (12)
First Lien Senior Secured Term LoanLIBOR + 6.25%, 9.9% Cash12/2012/27367 363 362 0.1 %(3) (6) (7) (9)First Lien Senior Secured Term LoanLIBOR + 6.25%, 11.3% Cash12/2012/27367 363 358 0.1 %(3) (6) (7) (9)
2,480 2,815 2,409 2,711 2,819 2,578 
R1 Holdings, LLCR1 Holdings, LLCTransportationFirst Lien Senior Secured Term LoanSOFR + 6.25%, 11.1% Cash12/2212/285,541 5,333 5,344 0.9 %(6) (7) (16)
RevolverSOFR + 6.25%, 11.1% Cash12/2212/28236 202 204 — %(6) (7) (16)
5,777 5,535 5,548 
Randys Holdings, Inc.Randys Holdings, Inc.Automobile ManufacturersFirst Lien Senior Secured Term LoanSOFR + 6.50%, 11.4% Cash11/2211/289,903 9,542 9,562 1.5 %(6) (7) (15)
RevolverSOFR + 6.50%, 11.4% Cash11/2211/28264 225 228 — %(6) (7) (15)
Partnership Units (4,000 units)N/A11/22N/A400 399 0.1 %(6) (31)
10,167 10,167 10,189 
Recovery Point Systems, Inc.Recovery Point Systems, Inc.TechnologyFirst Lien Senior Secured Term LoanLIBOR + 6.50%, 9.4% Cash08/2007/265,033 4,963 5,023 0.8 %(6) (7) (9)Recovery Point Systems, Inc.TechnologyFirst Lien Senior Secured Term LoanSOFR + 6.50%, 11.3% Cash08/2007/264,995 4,933 4,995 0.8 %(6) (7) (15)
Partnership Equity (81,313 units)N/A03/21N/A81 54 — %(6) (27)Partnership Equity (81,313 units)N/A03/21N/A81 65 — %(6) (31)
5,033 5,044 5,077 4,995 5,014 5,060 
Renovation Parent Holdings, LLCHome FurnishingsFirst Lien Senior Secured Term LoanLIBOR + 5.50%, 7.5% Cash11/2111/277,641 7,474 7,506 1.2 %(6) (7) (9)
Partnership Equity (394,736.8 units)N/A11/21N/A395 395 0.1 %(6) (27)
7,641 7,869 7,901 
REP SEKO MERGER SUB LLCAir Freight & LogisticsFirst Lien Senior Secured Term LoanEURIBOR + 5.00%, 6.0% Cash12/2012/268,283 9,455 8,169 1.3 %(6) (7) (13)
First Lien Senior Secured Term LoanLIBOR + 5.00%, 8.1% Cash12/2012/261,467 1,431 1,440 0.2 %(6) (7) (9)
9,750 10,886 9,609 
Resonetics, LLCHealth Care EquipmentSecond Lien Senior Secured Term LoanLIBOR + 7.00%, 10.2% Cash04/2104/291,859 1,826 1,833 0.3 %(6) (7) (9)
1,859 1,826 1,833 
Reward Gateway (UK) LtdPrecious Metals & MineralsFirst Lien Senior Secured Term LoanSONIA + 6.50%, 7.7% Cash08/2106/285,652 6,818 5,546 0.9 %(3) (6) (7) (18)
5,652 6,818 5,546 
Riedel Beheer B.V.Food & BeverageFirst Lien Senior Secured Term LoanEURIBOR + 5.50%, 7.2% Cash12/2112/282,032 2,247 1,976 0.3 %(3) (6) (7) (12)
2,032 2,247 1,976 
Royal Buyer, LLCIndustrial OtherFirst Lien Senior Secured Term LoanSOFR + 6.00%, 8.9% Cash08/2208/285,522 5,391 5,389 0.9 %(6) (7) (15)
RevolverSOFR + 6.00%, 8.9% Cash08/2208/28204 187 186 — %(6) (7) (15)
5,726 5,578 5,575 
21
Barings Capital Investment Corporation
Unaudited Consolidated Schedule of Investments — (Continued)
September 30, 2022March 31, 2023
(Amounts in thousands, except share amounts)
Portfolio Company (5)
Portfolio Company (5)
Industry
Investment Type (1)(2)
InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
Portfolio Company (5)
Industry
Investment Type (1)(2)
InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
Renovation Parent Holdings, LLCRenovation Parent Holdings, LLCHome FurnishingsFirst Lien Senior Secured Term LoanLIBOR + 5.50%, 10.4% Cash11/2111/27$7,602 $7,451 $6,667 1.1 %(6) (7) (9)
Partnership Equity (394,736.8 units)N/A11/21N/A395 130 — %(6) (31)
7,602 7,846 6,797 
REP SEKO MERGER SUB LLCREP SEKO MERGER SUB LLCAir Freight & LogisticsFirst Lien Senior Secured Term LoanEURIBOR + 4.75%, 8.0% Cash12/2012/267,015 7,397 6,910 1.1 %(6) (7) (13)
First Lien Senior Secured Term LoanEURIBOR + 4.75%, 8.0% Cash06/2212/262,107 2,005 2,076 0.3 %(6) (7) (13)
First Lien Senior Secured Term LoanLIBOR + 4.75%, 9.9% Cash12/2012/261,634 1,602 1,605 0.3 %(6) (7) (8)
10,756 11,004 10,591 
Resonetics, LLCResonetics, LLCHealth Care EquipmentSecond Lien Senior Secured Term LoanLIBOR + 7.00%, 12.3% Cash04/2104/291,859 1,828 1,839 0.3 %(6) (7) (9)
1,859 1,828 1,839 
Reward Gateway (UK) LtdReward Gateway (UK) LtdPrecious Metals & MineralsFirst Lien Senior Secured Term LoanSONIA + 6.25%, 8.4% Cash08/2106/286,261 6,840 6,175 1.0 %(3) (6) (7) (19)
6,261 6,840 6,175 
Riedel Beheer B.V.Riedel Beheer B.V.Food & BeverageFirst Lien Senior Secured Term LoanEURIBOR + 6.25%, 9.3% Cash12/2112/282,253 2,250 2,107 0.3 %(3) (6) (7) (12)
2,253 2,250 2,107 
Royal Buyer, LLCRoyal Buyer, LLCIndustrial OtherFirst Lien Senior Secured Term LoanSOFR + 6.00%, 10.6% Cash08/2208/285,571 5,450 5,465 0.9 %(6) (7) (15)
RevolverSOFR + 6.00%, 10.6% Cash08/2208/28204 188 190 — %(6) (7) (15)
5,775 5,638 5,655 
RPX CorporationRPX CorporationResearch & Consulting ServicesFirst Lien Senior Secured Term LoanLIBOR + 5.50%, 8.6% Cash10/2010/25$15,113 $14,861 $14,887 2.4 %(6) (7) (8)RPX CorporationResearch & Consulting ServicesFirst Lien Senior Secured Term LoanLIBOR + 5.50%, 10.3% Cash10/2010/2514,911 14,699 14,744 2.4 %(6) (7) (8)
15,113 14,861 14,887 14,911 14,699 14,744 
Safety Products Holdings, LLCSafety Products Holdings, LLCNon-durable Consumer GoodsFirst Lien Senior Secured Term LoanLIBOR + 6.00%, 9.1% Cash12/2012/264,841 4,760 4,768 0.8 %(6) (7) (8)Safety Products Holdings, LLCNon-durable Consumer GoodsFirst Lien Senior Secured Term LoanLIBOR + 6.00%, 11.2% Cash12/2012/264,814 4,742 4,760 0.8 %(6) (7) (9)
First Lien Senior Secured Term LoanLIBOR + 6.00%, 9.1% Cash12/2009/23143 114 104 — %(6) (7) (8)First Lien Senior Secured Term LoanLIBOR + 6.00%, 11.2% Cash12/2009/23142 129 113 — %(6) (7) (9)
Preferred Stock (84.8 shares)N/A12/20N/A85 116 — %(6) (27)Preferred Stock (84.8 shares)N/A12/20N/A85 112 — %(6) (31)
4,984 4,959 4,988 4,956 4,956 4,985 
Sanoptis S.A.R.L.Sanoptis S.A.R.L.Healthcare & PharmaceuticalsFirst Lien Senior Secured Term LoanEURIBOR + 5.50%, 7.4% Cash06/2207/29889 820 812 0.1 %(3) (6) (7) (13)Sanoptis S.A.R.L.Healthcare & PharmaceuticalsFirst Lien Senior Secured Term LoanEURIBOR + 5.50%, 8.5% Cash06/2207/291,554 1,401 1,492 0.2 %(3) (6) (7) (13)
First Lien Senior Secured Term LoanSARON + 5.50%, 7.8% Cash06/2207/29166 162 161 — %(3) (6) (7) (25)First Lien Senior Secured Term LoanSARON + 5.50%, 5.9% Cash06/2207/29423 391 403 0.1 %(3) (6) (7) (26)
1,055 982 973 1,977 1,792 1,895 
Scaled Agile, Inc.Research & Consulting ServicesFirst Lien Senior Secured Term LoanSOFR + 5.50%, 9.2% Cash12/2112/281,739 1,708 1,739 0.3 %(6) (7) (15)
SBP Holdings LPIndustrial OtherFirst Lien Senior Secured Term LoanSOFR + 6.75%, 11.6% Cash03/2303/286,233 5,990 5,989 1.0 %(6) (7) (15)
RevolverSOFR + 6.75%, 11.6% Cash03/2303/2889 70 70 — %(6) (7) (15)
6,322 6,060 6,059 
Scaled Agile, Inc.Scaled Agile, Inc.Research & Consulting ServicesFirst Lien Senior Secured Term LoanSOFR + 5.50%, 9.2% Cash12/2112/23— (5)— — %(6) (7) (15)Scaled Agile, Inc.Research & Consulting ServicesFirst Lien Senior Secured Term LoanSOFR + 5.50%, 10.5% Cash12/2112/281,731 1,699 1,706 0.3 %(6) (7) (15)
RevolverSOFR + 5.50%, 9.2% Cash12/2112/28— (6)— — %(6) (7) (15)RevolverSOFR + 5.50%, 10.5% Cash12/2112/28— (5)(4)— %(6) (7) (15)
1,739 1,697 1,739 1,731 1,694 1,702 
Scout Bidco B.V.Scout Bidco B.V.Diversified ManufacturingFirst Lien Senior Secured Term LoanEURIBOR + 6.00%, 6.6% Cash05/2203/292,976 3,140 2,888 0.5 %(3) (6) (7) (12)Scout Bidco B.V.Diversified ManufacturingFirst Lien Senior Secured Term LoanEURIBOR + 6.00%, 9.2% Cash05/2203/293,301 3,146 3,239 0.5 %(3) (6) (7) (13)
RevolverEURIBOR + 6.00%, 6.6% Cash05/2203/29— (12)(10)— %(3) (6) (7) (12)RevolverEURIBOR + 6.00%, 9.2% Cash05/2203/29— (11)(7)— %(3) (6) (7) (13)
2,976 3,128 2,878 3,301 3,135 3,232 
Sereni Capital NVSereni Capital NVConsumer CyclicalFirst Lien Senior Secured Term LoanEURIBOR + 5.75%, 5.8% Cash05/2205/29450 479 439 0.1 %(3) (6) (7) (13)Sereni Capital NVConsumer CyclicalFirst Lien Senior Secured Term LoanEURIBOR + 5.75%, 8.2% Cash05/2211/28475 395 406 0.1 %(3) (6) (7) (13)
First Lien Senior Secured Term LoanEURIBOR + 5.75%, 5.8% Cash05/2211/28208 200 198 — %(3) (6) (7) (13)First Lien Senior Secured Term LoanEURIBOR + 5.75%, 8.2% Cash05/2205/29499 479 476 0.1 %(3) (6) (7) (13)
658 679 637 974 874 882 
Serta Simmons Bedding LLC
Home FurnishingsSuper Priority Second OutLIBOR + 7.50%, 10.8% Cash09/2008/231,960 1,842 1,022 0.2 %(7) (9)
1,960 1,842 1,022 
SISU ACQUISITIONCO., INC.Aerospace & DefenseFirst Lien Senior Secured Term LoanLIBOR + 5.25%, 8.9% Cash12/2012/264,923 4,849 4,517 0.7 %(6) (7) (9)
4,923 4,849 4,517 
Smartling, Inc.TechnologyFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 9.4% Cash11/2110/278,174 8,010 8,015 1.3 %(6) (7) (9)
RevolverLIBOR + 5.75%, 9.4% Cash11/2110/27— (10)(10)— %(6) (7) (9)
8,174 8,000 8,005 
SN BUYER, LLCHealth Care ServicesFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 8.8% Cash12/2012/264,567 4,499 4,567 0.7 %(6) (7) (8)
4,567 4,499 4,567 
SSCP Pegasus Midco LimitedHealthcare & PharmaceuticalsFirst Lien Senior Secured Term LoanSONIA + 6.75%, 8.4% Cash12/2011/27428 462 405 0.1 %(3) (6) (7) (18)
428 462 405 
Starnmeer B.V.TechnologyFirst Lien Senior Secured Term LoanLIBOR + 6.40%, 9.2% Cash10/2104/274,640 4,580 4,551 0.7 %(3) (6) (7) (9)
4,640 4,580 4,551 
Superjet Buyer, LLCTechnologyFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 9.4% Cash12/2112/2716,406 16,112 16,160 2.6 %(6) (7) (9)
RevolverLIBOR + 5.75%, 9.4% Cash12/2112/27— (26)(22)— %(6) (7) (9)
16,406 16,086 16,138 
22
Barings Capital Investment Corporation
Unaudited Consolidated Schedule of Investments — (Continued)
September 30, 2022March 31, 2023
(Amounts in thousands, except share amounts)
Portfolio Company (5)
Industry
Investment Type (1)(2)
InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
Syniverse Holdings, Inc.Technology DistributorsSeries A Preferred Equity (7,575,758 units)12.5% PIK05/22N/A$— $7,424 $7,045 1.1 %(6)
— 7,424 7,045 
Syntax Systems LtdTechnologyFirst Lien Senior Secured Term LoanLIBOR + 5.50%, 8.0% Cash11/2110/284,127 4,090 4,011 0.7 %(3) (6) (7) (8)
First Lien Senior Secured Term LoanLIBOR + 5.50%, 8.0% Cash11/2110/23— (6)(32)— %(3) (6) (7) (8)
RevolverLIBOR + 5.50%, 8.0% Cash11/2110/26398 393 382 0.1 %(3) (6) (7) (8)
4,525 4,477 4,361 
TA SL Cayman Aggregator Corp.
TechnologySubordinated Term Loan7.8% PIK07/2107/281,008 993 996 0.2 %(6)
Common Stock (736 shares)N/A07/21N/A23 39 — %(6) (27)
1,008 1,016 1,035 
Tank Holding CorpMetal & Glass ContainersFirst Lien Senior Secured Term LoanSOFR + 6.00%, 8.9% Cash03/2203/287,345 7,191 7,208 1.2 %(6) (7) (14)
RevolverSOFR + 6.00%, 8.9% Cash03/2203/28— (14)(12)— %(6) (7) (14)
7,345 7,177 7,196 
Techone B.V.TechnologyFirst Lien Senior Secured Term LoanEURIBOR + 5.50%, 6.7% Cash11/2111/282,667 2,981 2,601 0.4 %(3) (6) (7) (12)
RevolverEURIBOR + 5.50%, 6.7% Cash11/2105/2878 82 75 — %(3) (6) (7) (12)
2,745 3,063 2,676 
Tencarva Machinery Company, LLCCapital EquipmentFirst Lien Senior Secured Term LoanLIBOR + 5.25%, 8.9% Cash12/2112/274,220 4,155 4,165 0.7 %(6) (7) (9)
RevolverLIBOR + 5.25%, 8.9% Cash12/2112/27— (11)(10)— %(6) (7) (9)
4,220 4,144 4,155 
Terrybear, Inc.Consumer ProductsSubordinated Term Loan10.0% Cash, 4.0% PIK04/2204/28261 256 256 — %(6)
Partnership Equity (24,358.97 units)N/A04/22N/A239 239 — %(6) (27)
261 495 495 
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)Brokerage, Asset Managers & ExchangesFirst Lien Senior Secured Term LoanLIBOR + 4.25%, 7.9% Cash10/2112/27811 752 762 0.1 %(6) (7) (9)
RevolverLIBOR + 4.25%, 7.9% Cash10/2112/27— (12)(11)— %(6) (7) (9)
Subordinated Term LoanLIBOR + 7.00%, 9.6% Cash10/2110/283,245 3,187 3,200 0.5 %(6) (7) (9)
4,056 3,927 3,951 
The Cleaver-Brooks Company, Inc.Industrial EquipmentFirst Lien Senior Secured Term LoanSOFR + 5.75%, 8.9% Cash07/2207/2813,442 13,155 13,147 2.1 %(6) (7) (14)
Subordinated Term Loan11.0% PIK07/2207/292,828 2,767 2,764 0.5 %(6)
16,270 15,922 15,911 
The Octave Music Group, Inc.Media: Diversified & ProductionSecond Lien Senior Secured Term LoanSOFR + 7.50%, 9.6% Cash04/2203/307,569 7,425 7,443 1.2 %(6) (7) (15)
Partnership Equity (409,153.1 units)N/A04/22N/A409 587 0.1 %(6) (27)
7,569 7,834 8,030 
Trident Maritime Systems, Inc.Aerospace & DefenseFirst Lien Senior Secured Term LoanLIBOR + 5.00%, 8.7% Cash02/2102/2716,780 16,570 16,528 2.7 %(6) (7) (9)
16,780 16,570 16,528 
TSM II Luxco 10 SARLChemical & PlasticsSubordinated Term Loan9.3% PIK03/2203/274,898 5,346 4,702 0.8 %(3) (6) (7)
4,898 5,346 4,702 
Portfolio Company (5)
Industry
Investment Type (1)(2)
InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
Serta Simmons Bedding LLCHome FurnishingsSuper Priority Second OutLIBOR + 7.50%09/2008/23$1,950 $1,899 $1,104 0.2 %(7) (9) (30)
1,950 1,899 1,104 
Shelf Bidco LtdOther FinancialFirst Lien Senior Secured Term LoanSOFR + 6.00%, 10.7% Cash12/2201/3017,400 16,875 16,880 2.7 %(3) (6) (7) (15)
Common Stock (600,000 shares)N/A12/22N/A600 600 0.1 %(3) (6) (31)
17,400 17,475 17,480 
SISU ACQUISITIONCO., INC.Aerospace & DefenseFirst Lien Senior Secured Term LoanLIBOR + 5.25%, 10.4% Cash12/2012/264,888 4,822 4,677 0.8 %(6) (7) (9)
4,888 4,822 4,677 
Smartling, Inc.TechnologyFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 10.6% Cash11/2110/278,132 7,984 7,909 1.3 %(6) (7) (8)
RevolverLIBOR + 5.75%, 10.6% Cash11/2110/27— (9)(14)— %(6) (7) (9)
8,132 7,975 7,895 
SN BUYER, LLCHealth Care ServicesFirst Lien Senior Secured Term LoanSOFR + 5.75%, 10.5% Cash12/2012/264,567 4,506 4,488 0.7 %(6) (7) (15)
First Lien Senior Secured Term LoanSOFR + 5.75%, 10.5% Cash11/2212/261,880 1,846 1,848 0.3 %(6) (7) (15)
6,447 6,352 6,336 
Soho Square III Debtco II SARLDiversified Capital MarketsFirst Lien Senior Secured Term Loan9.5% PIK10/2210/273,864 3,452 3,852 0.6 %(3) (6)
3,864 3,452 3,852 
Solo Buyer, L.P.TechnologyFirst Lien Senior Secured Term LoanSOFR + 6.25%, 11.4% Cash12/2212/2913,564 13,236 13,243 2.1 %(6) (7) (15)
RevolverSOFR + 6.25%, 11.4% Cash12/2212/28— (28)(28)— %(6) (7) (15)
Partnership Units (309,839 units)N/A12/22N/A310 311 0.1 %(6) (31)
13,564 13,518 13,526 
Sparus Holdings, LLC (f/k/a Sparus Holdings, Inc.)Other UtilityFirst Lien Senior Secured Term LoanSOFR + 5.00%, 9.9% Cash11/2203/271,935 1,887 1,889 0.3 %(6) (7) (15)
RevolverPrime + 4.00%, 12.0% Cash11/2203/2716 12 13 — %(6) (7) (28)
1,951 1,899 1,902 
Spatial Business Systems LLCElectricFirst Lien Senior Secured Term LoanSOFR + 5.00%, 9.8% Cash10/2210/283,047 2,889 2,905 0.5 %(6) (7) (14)
RevolverSOFR + 5.00%, 9.8% Cash10/2210/28— (16)(15)— %(6) (7) (14)
3,047 2,873 2,890 
SSCP Pegasus Midco LimitedHealthcare & PharmaceuticalsFirst Lien Senior Secured Term LoanSONIA + 6.25%, 10.2% Cash12/2011/27474 466 460 0.1 %(3) (6) (7) (18)
474 466 460 
Starnmeer B.V.TechnologyFirst Lien Senior Secured Term LoanSOFR + 6.40%, 11.2% Cash10/2104/274,640 4,585 4,603 0.7 %(3) (6) (7) (15)
4,640 4,585 4,603 
Superjet Buyer, LLCTechnologyFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 10.7% Cash12/2112/2716,323 16,053 16,133 2.6 %(6) (7) (9)
RevolverLIBOR + 5.75%, 10.7% Cash12/2112/27— (23)(17)— %(6) (7) (9)
16,323 16,030 16,116 
Syniverse Holdings, Inc.Technology DistributorsSeries A Preferred Equity (7,575,758 units)12.5% PIK05/22N/A7,945 7,197 1.2 %(6)
7,945 7,197 
Syntax Systems LtdTechnologyFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 10.6% Cash11/2110/284,106 4,069 3,849 0.6 %(3) (6) (7) (8)
RevolverLIBOR + 5.75%, 10.6% Cash11/2110/26478 474 449 0.1 %(3) (6) (7) (8)
4,584 4,543 4,298 
23
Barings Capital Investment Corporation
Unaudited Consolidated Schedule of Investments — (Continued)
September 30, 2022March 31, 2023
(Amounts in thousands, except share amounts)
Portfolio Company (5)
Industry
Investment Type (1)(2)
InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
Turbo Buyer, Inc.Finance CompaniesFirst Lien Senior Secured Term LoanLIBOR + 6.00%, 10.2% Cash11/2112/25$7,621 $7,473 $7,365 1.2 %(6) (7) (9)
7,621 7,473 7,365 
Turnberry Solutions, Inc.Consumer CyclicalFirst Lien Senior Secured Term LoanSOFR + 6.25%, 9.2% Cash07/2109/267,957 7,831 7,829 1.3 %(6) (7) (16)
7,957 7,831 7,829 
UKFast Leaders LimitedTechnologyFirst Lien Senior Secured Term LoanSONIA + 7.25%, 9.4% Cash09/2009/27931 1,048 892 0.1 %(3) (6) (7) (18)
931 1,048 892 
Union Bidco LimitedHealthcareFirst Lien Senior Secured Term LoanSONIA + 5.50%, 7.0% Cash06/2206/29802 852 784 0.1 %(3) (6) (7) (18)
802 852 784 
United Therapy Holding III GmbHHealthcareFirst Lien Senior Secured Term LoanEURIBOR + 5.50%, 5.7% Cash04/2203/29716 731 665 0.1 %(3) (6) (7) (13)
716 731 665 
Utac CeramBusiness ServicesFirst Lien Senior Secured Term LoanEURIBOR + 5.25%, 6.4% Cash09/2009/27686 824 677 0.1 %(3) (6) (7) (12)
First Lien Senior Secured Term LoanLIBOR + 5.25%, 8.9% Cash02/2109/27364 364 359 0.1 %(3) (6) (7) (9)
1,050 1,188 1,036 
Victoria Bidco LimitedIndustrial MachineryFirst Lien Senior Secured Term LoanSONIA + 6.50%, 8.7% Cash03/2201/297,204 8,396 7,030 1.1 %(3) (6) (7) (17)
7,204 8,396 7,030 
VistaJet Pass Through Trust 2021-1BAirlinesStructured Secured Note - Class B6.3% Cash11/212/299,286 9,286 8,548 1.4 %(6)
9,286 9,286 8,548 
Vital Buyer, LLCTechnologyFirst Lien Senior Secured Term LoanLIBOR + 5.50%, 8.6% Cash06/2106/2812,613 12,400 12,613 2.1 %(6) (7) (9)
Partnership Units (16,442.9 units)N/A06/21N/A165 329 0.1 %(6) (27)
12,613 12,565 12,942 
W2O Holdings, Inc.Healthcare TechnologyFirst Lien Senior Secured Term LoanLIBOR + 4.75%, 7.6% Cash10/2006/251,351 1,351 1,343 0.2 %(6) (7) (10)
First Lien Senior Secured Term LoanLIBOR + 4.75%, 7.1% Cash10/2006/25— (15)(6)— %(6) (7) (9)
1,351 1,336 1,337 
Wheels Up Experience IncTransportation Services
First Lien Senior Secured Term Loan12.0% Cash09/2210/2910,000 9,600 9,737 1.6 %(6)
10,000 9,600 9,737 
Willis Engine Structured Trust VIStructured FinanceStructured Secured Note - Series 2021-1 Class C7.4% Cash05/215/462,248 2,248 1,731 0.3 %
2,248 2,248 1,731 
Woodland Foods, LLCFood & BeverageFirst Lien Senior Secured Term LoanLIBOR + 5.50%, 8.6% Cash12/2112/273,344 3,285 3,221 0.5 %(6) (7) (9)
RevolverLIBOR + 5.50%, 8.6% Cash12/2112/27678 659 639 0.1 %(6) (7) (9)
Common Stock (777.3 shares)N/A12/21N/A777 677 0.1 %(6) (27)
4,022 4,721 4,537 
Xeinadin Bidco LimitedFinancial OtherFirst Lien Senior Secured Term LoanSONIA + 5.25%, 6.9% Cash05/2205/294,979 5,332 4,798 0.8 %(3) (6) (7) (18)
Subordinated Term Loan11.0% PIK05/2205/291,758 1,888 1,706 0.3 %(3) (6)
Common Stock (177,141 shares)N/A05/22N/A226 204 — %(3) (6) (27)
6,737 7,446 6,708 
Portfolio Company (5)
Industry
Investment Type (1)(2)
InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
TA SL Cayman Aggregator Corp.TechnologySubordinated Term Loan7.8% PIK07/2107/28$1,067 $1,053 $1,035 0.2 %(6)
Common Stock (736 shares)N/A07/21N/A23 28 — %(6) (31)
1,067 1,076 1,063 
Tank Holding CorpMetal & Glass ContainersFirst Lien Senior Secured Term LoanSOFR + 5.75%, 10.7% Cash03/2203/287,309 7,167 7,199 1.2 %(6) (7) (14)
RevolverSOFR + 5.75%, 10.7% Cash03/2203/28185 173 176 — %(6) (7) (14)
7,494 7,340 7,375 
Tanqueray Bidco LimitedTechnologyFirst Lien Senior Secured Term LoanSONIA + 6.25%, 9.7% Cash11/2211/291,678 1,490 1,611 0.3 %(3) (6) (7) (18)
1,678 1,490 1,611 
Techone B.V.TechnologyFirst Lien Senior Secured Term LoanEURIBOR + 5.50%, 8.7% Cash11/2111/282,948 2,977 2,877 0.5 %(3) (6) (7) (12)
RevolverEURIBOR + 5.50%, 8.7% Cash11/2105/2862 56 58 — %(3) (6) (7) (12)
3,010 3,033 2,935 
Tencarva Machinery Company, LLCCapital EquipmentFirst Lien Senior Secured Term LoanLIBOR + 5.50%, 10.2% Cash12/2112/23586 578 580 0.1 %(6) (7) (9)
First Lien Senior Secured Term LoanLIBOR + 5.50%, 10.2% Cash12/2112/273,611 3,559 3,575 0.6 %(6) (7) (9)
RevolverLIBOR + 5.50%, 10.2% Cash12/2112/27— (10)(8)— %(6) (7) (9)
4,197 4,127 4,147 
Terrybear, Inc.Consumer ProductsSubordinated Term Loan10.0% Cash, 4.0% PIK04/2204/28266 262 262 — %(6)
Partnership Equity (24,358.97 units)N/A04/22N/A239 230 — %(6) (31)
266 501 492 
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)Brokerage, Asset Managers & ExchangesFirst Lien Senior Secured Term LoanLIBOR + 4.25%, 9.2% Cash10/2112/27805 751 765 0.1 %(6) (7) (9)
RevolverLIBOR + 4.25%, 9.2% Cash10/2112/27— (11)(9)— %(6) (7) (9)
Subordinated Term LoanLIBOR + 7.75%, 12.7% Cash10/2110/283,297 3,243 3,263 0.5 %(6) (7) (10)
4,102 3,983 4,019 
The Cleaver-Brooks Company, Inc.Industrial EquipmentFirst Lien Senior Secured Term LoanSOFR + 5.50%, 10.4% Cash07/2207/2812,955 12,691 12,731 2.1 %(6) (7) (14)
Subordinated Term Loan11.0% PIK07/2207/292,989 2,931 2,937 0.5 %(6)
15,944 15,622 15,668 
The Octave Music Group, Inc.Media: Diversified & ProductionSecond Lien Senior Secured Term LoanSOFR + 7.50%, 12.4% Cash04/2204/307,569 7,432 7,468 1.2 %(6) (7) (15)
Partnership Equity (409,153.1 units)N/A04/22N/A409 575 0.1 %(6) (31)
7,569 7,841 8,043 
Trader CorporationTechnologyFirst Lien Senior Secured Term LoanCDOR + 6.75%, 11.7% Cash12/2212/292,303 2,226 2,251 0.4 %(3) (6) (7) (23)
RevolverCDOR + 6.75%, 11.7% Cash12/2212/28— (4)(4)— %(3) (6) (7) (23)
2,303 2,222 2,247 
Trident Maritime Systems, Inc.Aerospace & DefenseFirst Lien Senior Secured Term LoanLIBOR + 4.75%, 9.9% Cash02/2102/2716,689 16,508 16,487 2.7 %(6) (7) (9)
16,689 16,508 16,487 
TSM II Luxco 10 SARLChemical & PlasticsSubordinated Term Loan9.3% PIK03/2203/275,958 5,862 5,850 0.9 %(3) (6) (7)
5,958 5,862 5,850 

24
Barings Capital Investment Corporation
Unaudited Consolidated Schedule of Investments — (Continued)
September 30, 2022March 31, 2023
(Amounts in thousands, except share amounts)
Portfolio Company (5)
Industry
Investment Type (1)(2)
InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
ZB Holdco LLCFood & BeverageFirst Lien Senior Secured Term LoanLIBOR + 4.75%, 8.4% Cash02/2202/28$1,349 $1,315 $1,318 0.2 %(6) (7) (9)
RevolverLIBOR + 4.75%, 8.4% Cash02/2202/28— (8)(7)— %(6) (7) (9)
LLC Units (76.3 units)N/A02/22N/A76 90 — %(6) (27)
1,349 1,383 1,401 
Zeppelin Bidco LimitedServices: BusinessFirst Lien Senior Secured Term LoanSONIA + 6.25%, 8.4% Cash03/2203/292,701 3,069 2,615 0.4 %(3) (6) (7) (18)
RevolverSONIA + 6.25%, 8.4% Cash03/2205/22— (1)(5)— %(3) (6) (7) (18)
2,701 3,068 2,610 
Subtotal Non–Control / Non–Affiliate Investments (160.7%)968,656 1,022,258 983,197 
Affiliate Investments: (4)
Banff Partners LPInvestment Funds & Vehicles10% Partnership InterestN/A03/21N/A14,646 15,473 2.5 %(3) (27)
14,646 15,473 
Eclipse Business Capital, LLCBanking, Finance, Insurance & Real Estate
RevolverLIBOR + 7.25%07/2107/283,054 2,999 3,054 0.5 %(6) (8)
Second Lien Senior Secured Term Loan7.5% Cash07/2107/282,246 2,227 2,246 0.4 %(6)
LLC Units (44,197,541 units)N/A07/21N/A44,396 62,540 10.2 %(6)
5,300 49,622 67,840 
Thompson Rivers LLCInvestment Funds & Vehicles6.6% Member InterestN/A06/20N/A23,720 18,070 3.0 %(3)
23,720 18,070 
Waccamaw River LLCInvestment Funds & Vehicles20% Member InterestN/A02/21N/A22,556 21,371 3.5 %(3)
22,556 21,371 
Subtotal Affiliate Investments (20.1%)5,300 110,544 122,754 
Total Investments, September 30, 2022 (180.8%)*$973,956 $1,132,802 $1,105,951 
        

Portfolio Company (5)
Industry
Investment Type (1)(2)
InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
TSYL Corporate Buyer, Inc.TechnologyFirst Lien Senior Secured Term LoanSOFR + 4.75%, 10.4% Cash12/2212/28$637 $593 $595 0.1 %(6) (7) (15)
RevolverSOFR + 4.75%, 10.4% Cash12/2212/28— (3)(3)— %(6) (7) (15)
Partnership Units (4,673 units)N/A12/22N/A5 5 — %(6) (31)
637 595 597 
Turbo Buyer, Inc.Finance CompaniesFirst Lien Senior Secured Term LoanLIBOR + 6.00%, 11.2% Cash11/2112/258,136 8,010 7,999 1.3 %(6) (7) (9)
8,136 8,010 7,999 
Turnberry Solutions, Inc.Consumer CyclicalFirst Lien Senior Secured Term LoanSOFR + 5.75%, 10.6% Cash07/2109/267,917 7,806 7,816 1.3 %(6) (7) (15)
7,917 7,806 7,816 
UKFast Leaders LimitedTechnologyFirst Lien Senior Secured Term LoanSONIA + 4.50%, 4.5% Cash, 3.4% PIK09/2009/271,031 1,050 913 0.1 %(3) (6) (7) (18)
1,031 1,050 913 
Union Bidco LimitedHealthcareFirst Lien Senior Secured Term LoanSONIA + 5.75%, 10.0% Cash06/2206/29906 871 853 0.1 %(3) (6) (7) (18)
906 871 853 
United Therapy Holding III GmbHHealthcareFirst Lien Senior Secured Term LoanEURIBOR + 5.50%, 8.2% Cash04/2203/291,772 1,698 1,687 0.3 %(3) (6) (7) (13)
1,772 1,698 1,687 
Unither (Uniholding)PharmaceuticalsFirst Lien Senior Secured Term LoanEURIBOR + 6.25%, 9.2% Cash03/2303/302,059 1,950 1,983 0.3 %(3) (6) (7) (12)
2,059 1,950 1,983 
Utac CeramBusiness ServicesFirst Lien Senior Secured Term LoanEURIBOR + 4.50%, 7.5% Cash09/2009/27761 825 739 0.1 %(3) (6) (7) (12)
First Lien Senior Secured Term LoanLIBOR + 5.25%, 10.4% Cash02/2109/27364 364 354 0.1 %(3) (6) (7) (9)
1,125 1,189 1,093 
Victoria Bidco LimitedIndustrial MachineryFirst Lien Senior Secured Term LoanSONIA + 6.50%, 9.9% Cash03/2201/297,980 8,410 7,549 1.2 %(3) (6) (7) (19)
7,980 8,410 7,549 
VistaJet Pass Through Trust 2021-1BAirlinesStructured Secured Note - Class B6.3% Cash11/2102/298,571 8,571 7,203 1.2 %(6)
8,571 8,571 7,203 
Vital Buyer, LLCTechnologyFirst Lien Senior Secured Term LoanLIBOR + 5.50%, 10.5% Cash06/2106/2812,420 12,226 12,048 1.9 %(6) (7) (9)
Partnership Units (16,442.9 units)N/A06/21N/A164 310 0.1 %(6) (31)
12,420 12,390 12,358 
W2O Holdings, Inc.Healthcare TechnologyFirst Lien Senior Secured Term LoanLIBOR + 5.25%, 10.2% Cash10/2006/252,404 2,398 2,332 0.4 %(6) (10)
First Lien Senior Secured Term LoanSOFR + 5.75%, 11.0% Cash10/2006/251,052 01,015 01,014 0.2 %(6) (7) (16)
3,456 3,413 3,346 
Wheels Up Experience IncTransportation ServicesFirst Lien Senior Secured Term Loan12.0% Cash09/2210/238,775 8,440 8,645 1.4 %(6)
8,775 8,440 8,645 
Whitcraft Holdings, Inc.Aerospace & DefenseFirst Lien Senior Secured Term LoanSOFR + 7.00%, 11.9% Cash02/2302/296,339 6,089 6,085 1.0 %(6) (7) (15)
RevolverSOFR + 7.00%, 11.9% Cash02/2302/29— (37)(38)— %(6) (7) (15)
LP Units (31,543.6 units)N/A02/23N/A315 315 0.1 %(6) (31)
6,339 6,367 6,362 
Willis Engine Structured Trust VIStructured FinanceStructured Secured Note - Series 2021-1 Class C7.4% Cash05/2105/462,070 2,070 1,672 0.3 %(6)
2,070 2,070 1,672 
25
Barings Capital Investment Corporation
Unaudited Consolidated Schedule of Investments — (Continued)
September 30, 2022March 31, 2023
(Amounts in thousands, except share amounts)
Foreign Currency Forward Contracts:
DescriptionNotional Amount to be PurchasedNotional Amount to be SoldCounterpartySettlement DateUnrealized Appreciation (Depreciation)
Foreign currency forward contract (AUD)A$40,975$26,578HSBC Bank USA10/06/22$(222)
Foreign currency forward contract (AUD)$658A$923BNP Paribas SA10/06/2264 
Foreign currency forward contract (AUD)$27,704A$40,052HSBC Bank USA10/06/221,942 
Foreign currency forward contract (AUD)$26,835A$41,294HSBC Bank USA01/09/23224 
Foreign currency forward contract (CAD)C$2,780$2,029HSBC Bank USA10/06/22(7)
Foreign currency forward contract (CAD)C$3,000$2,248BNP Paribas SA10/06/22(66)
Foreign currency forward contract (CAD)$4,496C$5,780HSBC Bank USA10/06/22293 
Foreign currency forward contract (CAD)$2,055C$2,813HSBC Bank USA01/09/237 
Foreign currency forward contract (DKK)3,683kr.$485HSBC Bank USA10/06/22(1)
Foreign currency forward contract (DKK)$1498kr.BNP Paribas SA10/06/221 
Foreign currency forward contract (DKK)$5113,585kr.HSBC Bank USA10/06/2239 
Foreign currency forward contract (DKK)$4943,720kr.HSBC Bank USA01/09/231 
Foreign currency forward contract (EUR)€72,429$70,937HSBC Bank USA10/06/22(81)
Foreign currency forward contract (EUR)$7,136€6,950BNP Paribas SA10/06/22337 
Foreign currency forward contract (EUR)$69,273€65,479HSBC Bank USA10/06/225,216 
Foreign currency forward contract (EUR)$74,792€75,782HSBC Bank USA01/09/2371 
Foreign currency forward contract (GBP)£15,845$17,542HSBC Bank USA10/06/2294 
Foreign currency forward contract (GBP)$7,615£6,650BNP Paribas SA10/06/22213 
Foreign currency forward contract (GBP)$11,234£9,195HSBC Bank USA10/06/22999 
Foreign currency forward contract (GBP)$17,984£16,224HSBC Bank USA01/09/23(99)
Foreign currency forward contract (NZD)NZ$11,678$6,663BNP Paribas SA10/06/22(77)
Foreign currency forward contract (NZD)$4,482NZ$7,178HSBC Bank USA10/06/22434 
Foreign currency forward contract (NZD)$2,800NZ$4,500BNP Paribas SA10/06/22262 
Foreign currency forward contract (NZD)$6,701NZ$11,738BNP Paribas SA01/09/2376 
Foreign currency forward contract (NOK)kr20,013$1,880BNP Paribas SA10/06/22(41)
Foreign currency forward contract (NOK)$2,045kr20,013BNP Paribas SA10/06/22205 
Foreign currency forward contract (NOK)$1,767kr18,890BNP Paribas SA01/09/2327 
Foreign currency forward contract (CHF)200Fr.$204HSBC Bank USA10/03/22(1)
Foreign currency forward contract (CHF)1,220Fr.$1,247BNP Paribas SA10/06/22(7)
Foreign currency forward contract (CHF)$2120Fr.BNP Paribas SA10/06/22— 
Foreign currency forward contract (CHF)$1,2631,200Fr.HSBC Bank USA10/06/2244 
Foreign currency forward contract (CHF)$206200Fr.HSBC Bank USA01/09/231 
Foreign currency forward contract (CHF)$1,2621,223Fr.BNP Paribas SA01/09/237 
Total Foreign Currency Forward Contracts, September 30, 2022$9,955 
Portfolio Company (5)
Industry
Investment Type (1)(2)
InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
Woodland Foods, LLCFood & BeverageFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 10.9% Cash12/2112/27$3,327 $3,273 $2,991 0.5 %(6) (7) (9)
RevolverLIBOR + 5.75%, 10.9% Cash12/2112/27835 818 729 0.1 %(6) (7) (9)
Common Stock (777.3 shares)N/A12/21N/A777 464 0.1 %(6) (31)
4,162 4,868 4,184 
WWEC Holdings III CorpCapital GoodsFirst Lien Senior Secured Term LoanSOFR + 6.00%, 10.8% Cash10/2210/285,377 5,227 5,240 0.8 %(6) (7) (15)
RevolverSOFR + 6.00%, 10.8% Cash10/2210/28419 398 400 0.1 %(6) (7) (15)
5,796 5,625 5,640 
Xeinadin Bidco LimitedFinancial OtherFirst Lien Senior Secured Term LoanSONIA + 5.25%, 9.2% Cash05/2205/295,515 5,345 5,351 0.9 %(3) (6) (7) (18)
Subordinated Term Loan11.0% PIK05/2205/292,081 2,022 2,031 0.3 %(3) (6)
Common Stock (18,266,390 shares)N/A05/22N/A226 226 — %(3) (6) (31)
7,596 7,593 7,608 
ZB Holdco LLCFood & BeverageFirst Lien Senior Secured Term LoanLIBOR + 4.75%, 9.9% Cash02/2202/282,015 1,987 1,990 0.3 %(6) (7) (9)
RevolverLIBOR + 4.75%, 9.9% Cash02/2202/28— (7)(5)— %(6) (7) (9)
LLC Units (76.3 units)N/A02/2202/2876 99 — %(6) (31)
2,015 2,056 2,084 
Zeppelin Bidco LimitedServices: BusinessFirst Lien Senior Secured Term LoanSONIA + 6.25%, 10.4% Cash03/2203/292,991 3,080 2,807 0.5 %(3) (6) (7) (18)
2,991 3,080 2,807 
Subtotal Non–Control / Non–Affiliate Investments (187.8%)1,162,935 1,195,806 1,161,596 
Affiliate Investments: (4)
Banff Partners LPInvestment Funds & Vehicles10% Partnership InterestN/A03/21N/A14,646 15,071 2.4 %(3)(31)
14,646 15,071 
Eclipse Business Capital, LLCBanking, Finance, Insurance & Real EstateRevolverLIBOR + 7.25%07/2107/282,156 2,105 2,156 0.3 %(6) (8)
Second Lien Senior Secured Term Loan7.5% Cash07/2107/282,246 2,228 2,246 0.4 %(6)
LLC Units (44,197,541 units)N/A07/21N/A46,065 70,716 11.4 %(6)
4,402 50,398 75,118 
Rocade Holdings LLCOther FinancialPreferred LP Units (45,000 units)SOFR + 6.0% PIK02/23N/A45,000 45,000 7.3 %(6)
LP Units (15.4 units)N/A02/23N/A— — — %(6) (31)
45,000 45,000 
Thompson Rivers LLCInvestment Funds & Vehicles6.6% Member InterestN/A06/20N/A15,006 9,101 1.5 %(31)
15,006 9,101 
Waccamaw River LLCInvestment Funds & Vehicles20% Member InterestN/A02/21N/A22,556 19,021 3.1 %(3)
22,556 19,021 
Subtotal Affiliate Investments (26.4%)4,402 147,606 163,311 
Total Investments, March 31, 2023 (214.2%)*$1,167,337 $1,343,412 $1,324,907 
26
Barings Capital Investment Corporation
Unaudited Consolidated Schedule of Investments — (Continued)
March 31, 2023
(Amounts in thousands, except share amounts)
Foreign Currency Forward Contracts:
DescriptionNotional Amount to be PurchasedNotional Amount to be SoldCounterpartySettlement DateUnrealized Appreciation (Depreciation)
Foreign currency forward contract (AUD)$26,797A$39,836BNP Paribas SA04/11/23$88 
Foreign currency forward contract (CAD)C$168$123HSBC Bank USA04/11/231 
Foreign currency forward contract (CAD)$4,389C$5,962HSBC Bank USA04/11/23(19)
Foreign currency forward contract (DKK)104kr.$15HSBC Bank USA04/11/23— 
Foreign currency forward contract (DKK)$5423,770kr.Fifth Third Bank04/11/23(8)
Foreign currency forward contract (DKK)$1175kr.HSBC Bank USA04/11/23— 
Foreign currency forward contract (EUR)€2,000$2,142HSBC Bank USA04/11/2333 
Foreign currency forward contract (EUR)$91,411€85,552BNP Paribas SA04/11/23(1,632)
Foreign currency forward contract (GBP)£1,200$1,470HSBC Bank USA04/11/2314 
Foreign currency forward contract (GBP)$19,375£16,013HSBC Bank USA04/11/23(431)
Foreign currency forward contract (NZD)$5,747NZ$9,139Fifth Third Bank04/11/2318 
Foreign currency forward contract (NZD)$115NZ$184HSBC Bank USA04/11/23(1)
Foreign currency forward contract (NOK)kr410$38HSBC Bank USA04/11/231 
Foreign currency forward contract (NOK)$1,970kr19,301Fifth Third Bank04/11/23122 
Foreign currency forward contract (NOK)$74kr725HSBC Bank USA04/11/234 
Foreign currency forward contract (CHF)900Fr.$977HSBC Bank USA04/11/239 
Foreign currency forward contract (CHF)$1,9891,822Fr.HSBC Bank USA04/11/23(8)
Total Foreign Currency Forward Contracts, March 31, 2023
$(1,809)
*    Fair value as a percentage of net assets.
(1)All debt investments are income producing, unless otherwise noted. Barings Capital Investment Corporation’s (the “Company”) external investment adviser, Barings LLC (“Barings” or the “Adviser”), determines in good faith whetherthe fair value of the Company’s investments were valued at fair value in accordance with a valuation policy and processes established by the Adviser, which have been approved by the Company’s board of directors (the “Board”), and the Investment Company Act of 1940, as amended (the “1940 Act”). 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 variableVariable rate loans into the Company’s investment portfolio companies bear interest at a rate that may be determined by reference to LIBOR, EURIBOR, NIBOR, BBSY, CDOR, SONIA, BKBM, SARON, SOFRthe London Interbank Offered Rate (“LIBOR”), the Secured Overnight Financing Rate (“SOFR”), the Euro Interbank Offered Rate (“EURIBOR”), the Bank Bill Swap Bid Rate (“BBSY”), the Canadian Dollar Offered Rate (“CDOR”), the Sterling Overnight Index Average (“SONIA”), the Swiss Average Rate Overnight (“SARON”), the Norwegian Interbank Offered Rate (“NIBOR”), the Bank Bill Market rate (“BKBM”) or an alternate Base Ratebase rate (commonly based on the Federal Funds Rate or the Prime Rate), at the borrower’s option, which typically reset annually, semi-annually, quarterly or monthly atmonthly. For each such loan, the borrower’s option.Company has provided the interest rate in effect on the date presented. SOFR based contracts may include a credit spread adjustment that is charged in addition to the base rate and the stated spread. 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 September 30, 2022March 31, 2023 represented 180.8%214.2% of the Company’s net assets, are subject to legal restrictions on sales. The acquisition date represents the date of the Company'sCompany’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 24.2%25.8% of total investments at fair value as of September 30, 2022.March 31, 2023. 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'sCompany’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'scompany’s voting securities (“non-controlled affiliate”). Transactions related to investments in non-controlled "Affiliate Investments"“Affiliate Investments” for the ninethree months ended September 30, 2022March 31, 2023 were as follows:
2627
Barings Capital Investment Corporation
Unaudited Consolidated Schedule of Investments — (Continued)
September 30, 2022March 31, 2023
(Amounts in thousands, except share amounts)
December 31, 2021
Value		Gross Additions
(a)		Gross Reductions (b)Amount of Realized Gain (Loss)Amount of Unrealized Gain (Loss)
September 30, 2022
Value
Amount of Interest or Dividends Credited to Income(c)December 31, 2022
Value		Gross Additions
(a)		Gross Reductions (b)Amount of Realized Gain (Loss)Amount of Unrealized Gain (Loss)March 31, 2023
Value		Amount of Interest or Dividends Credited to Income(c)
Portfolio CompanyPortfolio CompanyType of InvestmentPortfolio CompanyType of Investment
Banff Partners LPBanff Partners LP10% Partnership Interest$12,859 $2,000 $— $— $614 $15,473 $— Banff Partners LP10% Partnership Interest$14,730 $— $— $— $341 $15,071 $— 
12,859 2,000 — — 614 15,473 — 14,730 — — — 341 15,071 — 
Eclipse Business Capital, LLC (d)
Eclipse Business Capital, LLC (d)
Revolver (LIBOR + 7.25%)898 2,612 (449)— (7)3,054 156 
Eclipse Business Capital, LLC (d)
Revolver (LIBOR + 7.25%)2,605 2 (449)— (2)2,156 81 
Second Lien Senior Secured Term Loan (7.5% Cash)2,341 2 — — (97)2,246 126 Second Lien Senior Secured Term Loan (7.5% Cash)2,246 1 — — (1)2,246 42 
LLC Units (44,197,541 units)45,789 — — — 16,751 62,540 4,585 LLC Units (44,197,541 units)66,738 — — — 3,978 70,716 1,463 
49,028 2,614 (449)— 16,647 67,840 4,867 71,589 3 (449)— 3,975 75,118 1,586 
Rocade Holdings LLC(d)Rocade Holdings LLC(d)Preferred LP Units (45,000 units)— 45,000 — — — 45,000 734 
LP Units (15.4 units)— — — — — — — 
— 45,000 — — — 45,000 734 
Thompson Rivers LLCThompson Rivers LLC6.6% Member Interest34,893 31 (8,598)— (8,256)18,070 3,218 Thompson Rivers LLC6.6% Member Interest12,537 — (3,763)— 327 9,101 — 
34,893 31 (8,598)— (8,256)18,070 3,218 12,537 — (3,763)— 327 9,101 — 
Waccamaw River LLCWaccamaw River LLC20% Member Interest13,501 8,800 (39)39 (930)21,371 1,314 Waccamaw River LLC20% Member Interest20,212 — — — (1,191)19,021 720 
13,501 8,800 (39)39 (930)21,371 1,314 20,212 — — — (1,191)19,021 720 
Total Affiliate InvestmentsTotal Affiliate Investments$110,281 $13,445 $(9,086)$39 $8,075 $122,754 $9,399 Total Affiliate Investments$119,068 $45,003 $(4,212)$— $3,452 $163,311 $3,040 
(a) Gross additions include increases in the cost basis of investments resulting from new investments and follow-on investments.
(b)     Gross reductions include decreases in the total cost basis of investments resulting from principal repayments, sales and return of capital.
(c)    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.
(d) 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'sCompany’s senior secured revolving credit facility with ING Capital LLC (as amended, the "ING“ING Credit Facility"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 September 30, 2022March 31, 2023 was 3.14271%4.85771%.
(9)The interest rate on these loans is subject to 3 Month LIBOR, which as of September 30, 2022March 31, 2023 was 3.75471%5.19271%.
(10)The interest rate on these loans is subject to 6 Month LIBOR, which as of September 30, 2022March 31, 2023 was 4.23200%5.31300%.
(11)The interest rate on these loans is subject to 1 Month EURIBOR, which as of September 30, 2022March 31, 2023 was 0.67900%2.91500%.
(12)The interest rate on these loans is subject to 3 Month EURIBOR, which as of September 30, 2022March 31, 2023 was 1.17300%3.03800%.
(13)The interest rate on these loans is subject to 6 Month EURIBOR, which as of September 30, 2022March 31, 2023 was 1.80900%3.34100%.
(14)The interest rate on these loans is subject to 1 Month SOFR, which as of September 30, 2022March 31, 2023 was 3.04205%4.80247%.
(15)The interest rate on these loans is subject to 3 Month SOFR, which as of September 30, 2022March 31, 2023 was 3.59329%4.90855%.
(16)The interest rate on these loans is subject to 6 Month SOFR, which as of September 30, 2022March 31, 2023 was 3.99102%4.89968%.
(17)The interest rate on these loans is subject to 1 Month SONIA, which as of September 30, 2022March 31, 2023 was 2.25330%4.16870%.
(18)The interest rate on these loans is subject to 3 Month SONIA, which as of September 30, 2022March 31, 2023 was 3.22510%4.29870%.
(19)The interest rate on these loans is subject to 6 Month SONIA, which as of September 30, 2022March 31, 2023 was 4.12810%4.46810%.
(20)The interest rate on these loans is subject to 1 Month BBSY, which as of September 30, 2022March 31, 2023 was 2.70750%3.63340%.
(21)The interest rate on these loans is subject to 3 Month BBSY, which as of September 30, 2022March 31, 2023 was 3.06310%3.71500%.
(22)The interest rate on these loans is subject to 6 Month BBSY, which as of September 30, 2022March 31, 2023 was 3.56880%3.78750%.
(23)The interest rate on these loans is subject to 1Month CDOR, which as of March 31, 2023 was 4.95000%.
(24)The interest rate on these loans is subject to 3 Month CDOR, which as of September 30, 2022March 31, 2023 was 4.20000%5.02750%.
(24)(25)The interest rate on these loans is subject to 3 Month BKBM, which as of September 30, 2022March 31, 2023 was 3.64000%5.15000%.
(25)(26)The interest rate on these loans is subject to 36 Month SARON, which as of September 30, 2022March 31, 2023 was 0.436530%1.41862%.
(26)(27)The interest rate on these loans is subject to 1 Month NIBOR, which as of September 30, 2022March 31, 2023 was 2.70000%3.38000%.
(27)
28
Barings Capital Investment Corporation
Unaudited Consolidated Schedule of Investments — (Continued)
March 31, 2023
(Amounts in thousands, except share amounts)
(28)The interest rate on these loans is subject to Prime, which as of March 31, 2023 was 8.00000%.
(29)The interest rate on these loans is subject to 12 Month EURIBOR, which as of March 31, 2023 was 3.62200%.
(30)Non-accrual investment.
(31)Investment is non-income producing.
See accompanying notes.
2729
Barings Capital Investment Corporation
Consolidated Schedule of Investments
December 31, 20212022
(Amounts in thousands, except share amounts)

Portfolio Company (5)
Industry
Investment Type (1)(2)
InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
Non–Control / Non–Affiliate Investments:
Acclime Holdings HK LimitedBusiness ServicesFirst Lien Senior Secured Term LoanLIBOR + 6.5%, 7.0% Cash08/2107/21$4,023 $3,888 $3,895 0.8 %(3) (6) (7) (9)
4,023 3,888 3,895 
ADB SafegateAerospace & DefenseSecond Lien Senior Secured Term LoanLIBOR + 7.75%, 8.8% Cash08/2107/255,500 5,091 5,106 1.1 %(3) (7) (9)
5,500 5,091 5,106 
Advantage Software Company (The), LLCAdvertising, Printing & PublishingClass A1 Partnership Units (3,012.94 Units)N/A12/21N/A97 97 — %
(6)*
Class Partnership A2 Units (777.09 Units)N/A12/21N/A25 25 — %
(6)*
Class B1 Partnership Units (3,012.94 Units)N/A12/21N/A3 3 — %
(6)*
Class B2 Partnership Units (777.09 Units)N/A12/21N/A1 1 — %
(6)*
126 126 
Air Canada 2020-2 Class B Pass Through TrustAirlinesStructured Secured Note - Class B9.0% Cash09/2010/252,057 2,057 2,274 0.5 %
2,057 2,057 2,274 
Air Comm Corporation, LLCAerospace & DefenseFirst Lien Senior Secured Term LoanLIBOR + 5.5%, 6.3% Cash06/2107/2716,717 16,372 16,358 3.4 %(6) (7) (9)
16,717 16,372 16,358 
AIT Worldwide Logistics Holdings, Inc.Transportation ServicesSecond Lien Senior Secured Term LoanLIBOR + 7.75%, 8.5% Cash04/2104/294,849 4,747 4,849 1.1 %(6) (7) (9)
Partnership Units (161.64 Units)N/A04/21N/A162 319 — %
(6)*
4,849 4,909 5,168 
Alpine US Bidco LLCAgricultural ProductsSecond Lien Senior Secured Term LoanLIBOR + 9.0%, 9.8% Cash05/2105/2918,157 17,642 17,975 3.7 %(6) (7) (9)
18,157 17,642 17,975 
Amtech LLCTechnologyFirst Lien Senior Secured Term LoanLIBOR + 5.5%, 6.3% Cash11/2111/271,364 1,319 1,318 0.3 %(6) (7) (8)
RevolverLIBOR + 5.5%, 6.3% Cash11/2111/27— (4)(5)— %(6) (7) (9)
1,364 1,315 1,313 
Anagram Holdings, LLCChemicals, Plastics, & RubberFirst Lien Senior Secured Note10.0% Cash, 5.0% PIK08/2008/255,758 5,384 6,420 1.3 %
(3)*
5,758 5,384 6,420 
AnalytiChem Holding GmbhChemicalsFirst Lien Senior Secured Term LoanBBSY + 6.25%, 6.3% Cash11/2111/28937 919 914 0.2 %(3) (6) (7) (18)
First Lien Senior Secured Term LoanEURIBOR + 6.25%, 6.3% Cash11/2111/282,010 1,922 1,896 0.4 %(3) (6) (7) (13)
First Lien Senior Secured Term LoanLIBOR + 6.25%, 6.3% Cash11/2111/28614 614 599 0.1 %(3) (6) (7) (9)
3,561 3,455 3,409 
Aptus 1829. GmbHChemicals, Plastics, & RubberFirst Lien Senior Secured Term LoanEURIBOR + 6.5%, 6.5% Cash09/2109/273,054 3,094 2,986 0.6 %(3) (6) (7) (13)
Preferred Stock (9 Units)N/A09/21N/A79 77 — %(3) (6)
Common Stock (32 Units)N/A09/21N/A8 8 — %(3) (6)
3,054 3,181 3,071 
Apus Bidco LimitedBanking, Finance, Insurance & Real EstateFirst Lien Senior Secured Term LoanSONIA + 5.5%, 5.5% Cash02/2103/282,790 2,770 2,733 0.6 %(3) (6) (7) (16)
2,790 2,770 2,733 
28
Barings Capital Investment Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 2021
(Amounts in thousands, except share amounts)
Portfolio Company (5)
Industry
Investment Type (1)(2)
InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
AQA Acquisition Holding, Inc. (f/k/a SmartBear)High Tech IndustriesSecond Lien Senior Secured Term LoanLIBOR + 7.5%, 8.0% Cash03/2103/29$21,000 $20,504 $21,000 4.3 %(6) (7) (9)
21,000 20,504 21,000 
Aquavista Watersides 2 LTDTransportation ServicesFirst Lien Senior Secured Term LoanSONIA + 6.0%, 6.1% Cash12/2112/281,808 1,704 1,725 0.4 %(3) (6) (7) (16)
Second Lien Senior Secured Term LoanSONIA + 10.5% PIK12/2112/28452 433 438 0.1 %(3) (6) (7) (16)
RevolverSONIA + 6.0%, 6.1% Cash12/2112/28— (1)(2)— %(3) (6) (7) (16)
2,260 2,136 2,161 
ArchimedeConsumer ServicesFirst Lien Senior Secured Term LoanEURIBOR + 6.0%, 6.0% Cash10/2010/2711,486 11,938 11,267 2.3 %(3) (6) (7) (13)
11,486 11,938 11,267 
Argus Bidco LimitedHigh Tech IndustriesFirst Lien Senior Secured Term LoanSONIA + 5.5%, 5.8% Cash12/2012/27518 495 518 0.1 %(3) (6) (7) (15)
First Lien Senior Secured Term LoanLIBOR + 5.5%, 5.8% Cash05/2112/27119 116 119 — %(3) (6) (7) (9)
637 611 637 
Ascensus, IncBrokerage, Asset Managers & ExchangesSecond Lien Senior Secured Term LoanLIBOR + 6.5%, 7.0% Cash05/2108/297,511 7,439 7,511 1.5 %(7) (9)
7,511 7,439 7,511 
Astra Bidco LimitedHealthcareFirst Lien Senior Secured Term LoanSONIA + 5.75%, 5.8% Cash11/2111/281,731 1,639 1,656 0.3 %(3) (6) (7) (15)
1,731 1,639 1,656 
Avance Clinical Bidco Pty LtdHealthcareFirst Lien Senior Secured Term LoanBBSY + 5.5%, 6.0% Cash11/2111/271,932 1,807 1,842 0.4 %(3) (6) (7) (18)
1,932 1,807 1,842 
AVSC Holding Corp.AdvertisingFirst Lien Senior Secured Term LoanLIBOR + 4.5%, 5.5% Cash, 1.0% PIK8/2010/26249 231 231 — %(7) (9)
First Lien Senior Secured Term Loan5.0% Cash, 10.0% PIK11/2010/263,791 3,711 4,403 0.9 %
4,040 3,942 4,634 
Azalea Buyer, Inc.TechnologyFirst Lien Senior Secured Term LoanLIBOR + 5.25%, 6.3% Cash11/2111/273,070 2,997 2,996 0.6 %(6) (9)
Subordinated Term Loan12.0% PIK11/2105/28840 823 823 0.2 %
(6)*
Common Stock (108,205.13 Shares)N/A11/21N/A128 128 — %
(6)*
RevolverLIBOR + 5.25%, 6.3% Cash11/2111/27— (6)(6)— %(6) (9)
3,910 3,942 3,941 
Bariacum S.A.Consumer ProductsFirst Lien Senior Secured Term LoanEURIBOR + 5.5%, 5.5% Cash11/2111/281,933 1,859 1,861 0.4 %(3) (6) (7) (13)
1,933 1,859 1,861 
Beyond Risk Management, Inc.
Other FinancialFirst Lien Senior Secured Term LoanLIBOR + 4.5%, 5.3% Cash10/2109/272,427 2,336 2,327 0.5 %(6) (7) (9)
2,427 2,336 2,327 
BidwaxNon-durable Consumer GoodsFirst Lien Senior Secured Term LoanEURIBOR + 6.5%, 6.5% Cash2/2102/282,388 2,418 2,322 0.5 %(3) (6) (7) (13)
2,388 2,418 2,322 
BigHand UK Bidco LimitedHigh Tech IndustriesFirst Lien Senior Secured Term LoanGBP LIBOR + 5.25%, 5.4% Cash01/2101/28220 212 212 — %(3) (6) (7) (12)
220 212 212 
Blue Ribbon, LLCBrewersFirst Lien Senior Secured Term LoanLIBOR + 6.0%, 6.8% Cash05/2105/2812,799 12,502 12,767 2.6 %(6) (7) (9)
12,799 12,502 12,767 
29
Barings Capital Investment Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 2021
(Amounts in thousands, except share amounts)
Portfolio Company (5)
Industry
Investment Type (1)(2)
InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
Bounteous, Inc.TechnologyFirst Lien Senior Secured Term LoanLIBOR + 5.0%, 6.0% Cash08/2108/27$6,091 $5,919 $5,917 1.2 %(6) (7) (9)
6,091 5,919 5,917 
Brightline Trains Florida LLCTransportationSenior Secured Note8.0% Cash08/2101/282,000 2,000 2,002 0.4 %
(6)*
2,000 2,000 2,002 
Brightpay LimitedTechnologyFirst Lien Senior Secured Term LoanEURIBOR + 5.25%, 5.3% Cash10/2110/281,728 1,708 1,677 0.3 %(3) (6) (7) (13)
1,728 1,708 1,677 
BrightSign LLCMedia & EntertainmentFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 6.8% Cash11/2110/276,896 6,829 6,827 1.4 %(6) (7) (9)
LLC units (596,181.48 Units)N/A10/21N/A596 611 0.1 %
(6)*
RevolverLIBOR + 5.75%, 6.8% Cash11/2110/27— (7)(7)— %(6) (7) (9)
6,896 7,418 7,431 
British Airways 2020-1 Class B Pass Through TrustAirlinesStructured Secured Note - Class B8.4% Cash11/2011/28810 810 916 0.2 %
810 810 916 
British Engineering Services Holdco LimitedCommercial Services & SuppliesFirst Lien Senior Secured Term LoanSONIA + 6.75%, 7.0% Cash12/2012/272,441 2,367 2,421 0.5 %(3) (6) (7) (16)
RevolverSONIA + 6.75%, 7.0% Cash12/2006/22— — (1)— %(3) (6) (7) (16)
2,441 2,367 2,420 
CAi Software, LLCTechnologyFirst Lien Senior Secured Term LoanLIBOR + 6.25%, 7.3% Cash12/2112/286,793 6,658 6,657 1.4 %(6) (7) (9)
RevolverLIBOR + 6.25%, 7.3% Cash12/2112/28— (14)(14)— %(6) (7) (9)
6,793 6,644 6,643 
Canadian Orthodontic Partners Corp.HealthcareFirst Lien Senior Secured Term LoanCDOR + 6.5%, 7.5% Cash06/2103/261,575 1,624 1,561 0.3 %(3) (6) (7) (19)
1,575 1,624 1,561 
Carlson Travel, Inc.Business Equipment & ServicesFirst Lien Senior Secured Note8.5% Cash11/2111/262,898 2,657 2,951 0.6 %
Common Stock (62,770 Shares)N/A11/21N/A1,104 2,056 0.4 %
2,898 3,761 5,007 
Ceres Pharma NVPharmaceuticalsFirst Lien Senior Secured Term LoanEURIBOR + 5.5%, 5.5% Cash10/2110/282,112 2,060 2,019 0.4 %(3) (6) (7) (14)
2,112 2,060 2,019 
Cineworld Group PLC
Leisure ProductsSuper Senior Secured Term Loan7.0% Cash, 8.3% PIK11/2005/241,198 1,067 1,426 0.3 %
(3)*
Super Senior Secured Term LoanLIBOR + 8.25%, 9.3% Cash07/2105/24666 644 707 0.1 %(3) (7) (10)
Warrants (371,024 Units)N/A12/20N/A68 163 — %
(3)*
1,864 1,779 2,296 
Coastal Marina Holdings, LLCOther FinancialSubordinated Term Loan10.0% PIK11/2111/318,804 7,983 7,983 1.6 %
(6)*
LLC Units (273,796 Units)N/A11/21N/A821 821 0.2 %
(6)*
8,804 8,804 8,804 
Cobham Slip Rings SASDiversified ManufacturingFirst Lien Senior Secured Term LoanLIBOR + 6.25%, 6.4% Cash11/2111/281,995 1,946 1,945 0.4 %(3) (6) (7) (9)
1,995 1,946 1,945 
Portfolio Company (5)
Industry
Investment Type (1)(2)
InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
Non–Control / Non–Affiliate Investments:
A.T. Holdings II LTDOther FinancialFirst Lien Senior Secured Term Loan14.3% Cash11/2209/29$7,500 $7,500 $7,500 1.2 %(3) (6)
7,500 7,500 7,500 
Accelerant HoldingsBanking, Finance, Insurance & Real EstateClass A Convertible Preferred Equity (2,500 shares)N/A01/22N/A2,500 2,702 0.4 %(6) (30)
Class B Convertible Preferred Equity (1,666 shares)N/A12/22N/A1,666 1,666 0.3 %(6) (30)
4,166 4,368 
Acclime Holdings HK LimitedBusiness ServicesFirst Lien Senior Secured Term LoanLIBOR + 6.50%, 9.6% Cash08/2107/271,941 1,898 1,891 0.3 %(3) (6) (7) (10)
1,941 1,898 1,891 
Accurus Aerospace CorporationAerospace & DefenseFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 10.8% Cash04/2203/288,888 8,768 8,746 1.5 %(6) (7) (9)
RevolverLIBOR + 5.75%, 10.8% Cash04/2203/28461 449 446 0.1 %(6) (7) (9)
Common Stock (175,049.3 shares)N/A04/22N/A175 174 — %(6) (30)
9,349 9,392 9,366 
AcogroupBusiness ServicesFirst Lien Senior Secured Term LoanEURIBOR + 6.25%, 6.8% Cash03/2210/263,095 3,120 2,919 0.5 %(3) (6) (7) (13)
3,095 3,120 2,919 
ADB SafegateAerospace & DefenseSecond Lien Senior Secured Term LoanLIBOR + 9.25%, 14.0% Cash08/2110/275,500 5,184 4,180 0.7 %(3) (6) (7) (9)
5,500 5,184 4,180 
Advantage Software Company (The), LLCAdvertising, Printing & PublishingClass A1 Partnership Units (3,012.9 units)N/A12/21N/A97 232 — %(6) (30)
Class A2 Partnership Units (777.1 units)N/A12/21N/A25 60 — %(6) (30)
Class B1 Partnership Units (3,012.9 units)N/A12/21N/A3 — — %(6) (30)
Class B2 Partnership Units (777.1 units)N/A12/21N/A1 — — %(6) (30)
126 292 
Air Canada 2020-2 Class B Pass Through TrustAirlinesStructured Secured Note - Class B9.0% Cash09/2010/251,613 1,613 1,606 0.3 %
1,613 1,613 1,606 
Air Comm Corporation, LLCAerospace & DefenseFirst Lien Senior Secured Term LoanLIBOR + 5.50%, 10.2% Cash06/2107/2717,792 17,512 17,581 2.9 %(6) (7) (9)
17,792 17,512 17,581 
AIT Worldwide Logistics Holdings, Inc.Transportation ServicesSecond Lien Senior Secured Term LoanLIBOR + 7.50%, 12.2% Cash04/2104/294,849 4,758 4,665 0.8 %(6) (7) (9)
Partnership Units (161.64 units)N/A04/21N/A162 370 0.1 %(6) (30)
4,849 4,920 5,035 
Alpine US Bidco LLCAgricultural ProductsSecond Lien Senior Secured Term LoanLIBOR + 9.00%, 13.3% Cash05/2105/2918,156 17,692 16,704 2.8 %(7) (8)
18,156 17,692 16,704 
Amalfi MidcoHealthcareSubordinated Loan NotesLIBOR + 2.00%, 6.8% Cash, 9.0% PIK09/2209/282,392 2,225 2,145 0.4 %(3) (6) (9)
Class B Common Stock (46,582,594 shares)N/A09/22N/A520 560 0.1 %(3) (6) (30)
Warrants (190,193 units)N/A09/22N/A2 213 — %(3) (6) (30)
2,392 2,747 2,918 
30
Barings Capital Investment Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 20212022
(Amounts in thousands, except share amounts)
Portfolio Company (5)
Industry
Investment Type (1)(2)
InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
Coyo Uprising GmbHTechnologyFirst Lien Senior Secured Term LoanEURIBOR + 6.5%, 6.5% Cash09/2109/28$9,686 $9,705 $9,418 1.9 %(3) (6) (7) (13)
Class A Units (531 Units)N/A09/21N/A248 708 0.1 %(3) (6)
Class B Units (231 Units)N/A09/21N/A538 305 0.1 %(3) (6)
9,686 10,491 10,431 
Crash ChampionsAutomotiveFirst Lien Senior Secured Term LoanLIBOR + 5.0%, 6.0% Cash05/2108/2512,276 11,925 11,826 2.4 %(6) (7) (9)
12,276 11,925 11,826 
CSL DualComTele-communicationsFirst Lien Senior Secured Term LoanGBP LIBOR + 5.5%, 5.5% Cash09/2009/271,214 1,081 1,171 0.2 %(3) (6) (7) (12)
1,214 1,081 1,171 
Cvent, Inc.Internet Software & ServicesFirst Lien Senior Secured Term LoanLIBOR + 3.75%, 3.8% Cash07/2011/24679 602 677 0.1 %(7) (8)
679 602 677 
CVL 3Capital EquipmentFirst Lien Senior Secured Term LoanEURIBOR + 5.5%, 5.5% Cash12/2112/285,912 5,724 5,766 1.2 %(3) (6) (7) (13)
First Lien Senior Secured Term LoanSOFR + 5.5%, 5.5% Cash12/2112/283,382 3,298 3,298 0.7 %(3) (6) (7) (20)
6-Month Bridge Term LoanEURIBOR + 5.5%, 5.5% Cash12/2106/22796 772 788 0.2 %(3) (6) (7) (13)
10,090 9,794 9,852 
CW Group Holdings, LLCHigh Tech IndustriesFirst Lien Senior Secured Term LoanLIBOR + 6.0%, 7.0% Cash01/2101/278,042 7,885 7,917 1.6 %(6) (7) (9)
LLC Units (403,441.04 Units)N/A01/21N/A403 280 0.1 %
(6)*
8,042 8,288 8,197 
DecksDirect, LLCBuilding MaterialsFirst Lien Senior Secured Term LoanLIBOR + 6.0%, 7.0% Cash12/2112/26727 713 713 0.1 %(6) (7) (8)
RevolverLIBOR + 6.0%, 7.0% Cash12/2112/26— (4)(4)— %(6) (7) (9)
LLC Units (1,280.8 Units)N/A12/21N/A55 55 — %
(6)*
727 764 764 
Discovery Education, Inc.PublishingFirst Lien Senior Secured Term LoanLIBOR + 4.75%, 5.8% Cash10/2010/263,951 3,894 3,951 0.8 %(6) (7) (9)
3,951 3,894 3,951 
Dragon BidcoTechnologyFirst Lien Senior Secured Term LoanEURIBOR + 6.75%, 6.8% Cash04/2104/283,070 3,173 3,011 0.6 %(3) (6) (7) (14)
3,070 3,173 3,011 
Dune GroupHealth Care EquipmentFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 6.0% Cash09/2109/283,177 3,123 3,104 0.6 %(3) (6) (7) (9)
First Lien Senior Secured Term LoanEURIBOR + 5.75%, 5.8% Cash09/2109/28207 173 178 — %(3) (6) (7) (13)
3,384 3,296 3,282 
Dwyer Instruments, Inc.ElectricFirst Lien Senior Secured Term LoanLIBOR + 5.5%, 6.3% Cash07/2107/275,220 5,099 5,163 1.1 %(6) (7) (9)
5,220 5,099 5,163 
Echo Global Logistics, Inc.Air TransportationSecond Lien Senior Secured Term LoanLIBOR + 7.25%, 8.0% Cash11/2111/2910,605 10,421 10,419 2.1 %(6) (7) (9)
Partnership Units (289.22 units)N/A11/21N/A289 289 0.1 %
(6)*
10,605 10,710 10,708 
Ellkay, LLCHealthcare & PharmaceuticalsFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 6.8% Cash09/2109/273,762 3,689 3,694 0.8 %(6) (7) (9)
3,762 3,689 3,694 
Portfolio Company (5)
Industry
Investment Type (1)(2)
InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
Amtech LLCTechnologyFirst Lien Senior Secured Term LoanLIBOR + 5.50%, 9.6% Cash11/2111/27$1,350 $1,313 $1,322 0.2 %(6) (7) (8)
RevolverLIBOR + 5.50%, 9.6% Cash11/2111/2745 42 43 — %(6) (7) (8)
1,395 1,355 1,365 
Anagram Holdings, LLCChemicals, Plastics, & RubberFirst Lien Senior Secured Bond10.0% Cash, 5.0% PIK08/2008/256,050 5,757 5,747 1.0 %
6,050 5,757 5,747 
AnalytiChem Holding GmbhChemicalsFirst Lien Senior Secured Term LoanBBSY + 6.00%, 9.1% Cash11/2112/28874 919 856 0.1 %(3) (6) (7) (21)
First Lien Senior Secured Term LoanEURIBOR + 6.00%, 7.7% Cash11/2111/283,209 3,239 3,142 0.5 %(3) (6) (7) (12)
First Lien Senior Secured Term LoanEURIBOR + 6.00%, 7.7% Cash11/2112/281,101 1,178 1,078 0.2 %(3) (6) (7) (12)
First Lien Senior Secured Term LoanEURIBOR + 6.00%, 7.7% Cash04/2210/282,682 2,682 2,626 0.4 %(3) (6) (7) (12)
First Lien Senior Secured Term LoanLIBOR + 6.00%, 10.8% Cash11/2112/28614 614 601 0.1 %(3) (6) (7) (9)
First Lien Senior Secured Term LoanLIBOR + 6.00%, 10.8% Cash06/2210/28476 476 466 0.1 %(3) (6) (7) (9)
RevolverEURIBOR + 6.00%, 7.7% Cash04/2210/23— (2)(3)— %(3) (6) (7) (12)
8,956 9,106 8,766 
APC1 HoldingDiversified ManufacturingFirst Lien Senior Secured Term LoanEURIBOR + 6.00%, 8.2% Cash07/2207/292,101 1,952 2,044 0.3 %(3) (6) (7) (12)
2,101 1,952 2,044 
APOG Bidco Pty LtdHealthcareSecond Lien Senior Secured Term LoanBBSY + 7.25%, 10.3% Cash04/2203/30943 1,022 929 0.2 %(3) (6) (7) (20)
943 1,022 929 
Aptus 1829. GmbHChemicals, Plastics, & RubberFirst Lien Senior Secured Term LoanEURIBOR + 7.00%, 8.9% Cash09/2109/273,335 3,585 3,335 0.6 %(3) (6) (7) (11)
Preferred Stock (9 shares)N/A09/21N/A79 76 — %(3) (6) (30)
Common Stock (32 shares)N/A09/21N/A8 5 — %(3) (6) (30)
3,335 3,672 3,416 
Apus Bidco LimitedBanking, Finance, Insurance & Real EstateFirst Lien Senior Secured Term LoanSONIA + 5.50%, 7.2% Cash02/2103/282,478 2,778 2,391 0.4 %(3) (6) (7) (19)
2,478 2,778 2,391 
AQA Acquisition Holding, Inc.High Tech IndustriesSecond Lien Senior Secured Term LoanLIBOR + 7.50%, 12.2% Cash03/2103/2921,000 20,557 20,097 3.3 %(6) (7) (9)
21,000 20,557 20,097 
Aquavista Watersides 2 LTDTransportation ServicesFirst Lien Senior Secured Term LoanSONIA + 6.00%, 8.9% Cash12/2112/281,605 1,737 1,575 0.3 %(3) (6) (7) (19)
First Lien Senior Secured Term LoanSONIA + 6.00%, 8.9% Cash12/2112/2475 52 59 — %(3) (6) (7) (19)
Second Lien Senior Secured Term LoanSONIA + 10.5% PIK12/2112/28450 484 441 0.1 %(3) (6) (7) (19)
2,130 2,273 2,075 
Arc EducationConsumer CyclicalFirst Lien Senior Secured Term LoanEURIBOR + 5.75%, 8.0% Cash07/2207/293,074 2,793 2,969 0.5 %(3) (6) (7) (12)
3,074 2,793 2,969 
ArchimedeConsumer ServicesFirst Lien Senior Secured Term LoanEURIBOR + 5.75%, 7.5% Cash10/2010/277,684 8,525 7,522 1.2 %(3) (6) (7) (12)
7,684 8,525 7,522 
31
Barings Capital Investment Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 20212022
(Amounts in thousands, except share amounts)
Portfolio Company (5)
Industry
Investment Type (1)(2)
InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
EMI Porta Holdco LLCDiversified ManufacturingFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 6.5% Cash12/2112/27$8,390 $8,118 $8,115 1.7 %(6) (7) (9)
RevolverLIBOR + 5.75%, 6.5% Cash12/2112/27— (25)(25)— %(6) (7) (9)
8,390 8,093 8,090 
Entact Environmental Services, Inc.Environmental IndustriesFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 6.8% Cash02/2112/254,044 4,010 3,991 0.8 %(6) (7) (9)
4,044 4,010 3,991 
EPS NASS Parent, Inc.Electrical Components & EquipmentFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 6.8% Cash04/2104/284,244 4,154 4,173 0.9 %(6) (7) (9)
4,244 4,154 4,173 
eShipping, LLCTransportation ServicesFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 6.8% Cash11/2111/278,276 8,076 8,072 1.7 %(6) (7) (8)
RevolverLIBOR + 5.75%, 6.8% Cash11/2111/27192 170 170 — %(6) (7) (9)
8,468 8,246 8,242 
Ferrellgas L.P.Oil & Gas Equipment & ServicesOpCo Preferred Units (2,886 Units)N/A03/21N/A2,799 3,146 0.6 %(3) (6)
2,799 3,146 
Fineline Technologies, Inc.Consumer ServicesFirst Lien Senior Secured Term LoanLIBOR + 4.75%, 5.8% Cash02/2102/281,745 1,714 1,745 0.4 %(6) (7) (9)
1,745 1,714 1,745 
FitzMark Buyer, LLCCargo & TransportationFirst Lien Senior Secured Term LoanLIBOR + 4.5%, 5.5% Cash12/2012/262,485 2,443 2,435 0.5 %(6) (7) (9)
2,485 2,443 2,435 
Flexential Issuer, LLCInformation TechnologyStructured Secured Note - Class C6.9% Cash11/2111/5110,000 9,261 9,755 2.0 %
10,000 9,261 9,755 
FragilePak LLCTransportation ServicesFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 6.8% Cash05/2105/277,539 7,247 7,289 1.5 %(6) (7) (8)
Partnership Units (889.3 Units)N/A05/21N/A889 878 0.2 %
(6)*
7,539 8,136 8,167 
Front Line Power Construction LLCConstruction MachineryFirst Lien Senior Secured Term LoanLIBOR + 12.5%, 13.5% Cash11/2111/28700 678 679 0.1 %(6) (7) (9)
Common Stock (8,898 shares)N/A11/21N/A23 19 — %
700 701 698 
FSS Buyer LLCTechnologyFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 6.5% Cash08/2108/2814,851 14,561 14,587 3.0 %(6) (7) (9)
LP Interest (1,973.6 Units)N/A08/21N/A20 51 — %
(6)*
LP Units (8,677.3 Units)N/A08/21N/A87 224 — %
(6)*
14,851 14,668 14,862 
Hawaiian Airlines 2020-1 Class B Pass Through CertificatesAirlinesStructured Secured Note - Class B11.3% Cash08/2009/253,157 3,157 3,737 0.8 %
3,157 3,157 3,737 
Heartland Veterinary Partners, LLCHealthcareSubordinated Term Loan11.0% PIK11/2111/283,339 3,252 3,250 0.7 %
(6)*
3,339 3,252 3,250 
Hoffmaster Group Inc.PackagingFirst Lien Senior Secured Term LoanLIBOR + 4.0%, 5.0% Cash07/2011/232,514 2,260 2,333 0.5 %(7) (9)
2,514 2,260 2,333 
Home Care Assistance, LLCHealthcare & PharmaceuticalsFirst Lien Senior Secured Term LoanLIBOR + 4.75%, 5.8% Cash03/2103/274,546 4,466 4,455 0.9 %(6) (7) (9)
4,546 4,466 4,455 
Portfolio Company (5)
Industry
Investment Type (1)(2)
InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
Argus Bidco LimitedHigh Tech IndustriesFirst Lien Senior Secured Term LoanEURIBOR + 5.75%, 8.0% Cash07/2207/29$793 $751 $774 0.1 %(3) (6) (7) (12)
First Lien Senior Secured Term LoanSOFR+ 5.75%, 10.3% Cash07/2207/2965 63 63 — %(3) (6) (7) (15)
First Lien Senior Secured Term LoanSONIA + 5.75%, 9.2% Cash07/2207/29799 757 768 0.1 %(3) (6) (7) (18)
Subordinated Term Loan10.5% PIK07/2207/29250 240 244 0.1 %(3) (6)
Preferred Stock (20,780 shares)10.0% PIK07/22N/A26 25 — %(3) (6)
Equity Loan Notes (20,780 units)10.0% PIK07/22N/A26 25 — %(3) (6)
Common Stock (232 shares)N/A07/22N/A— — — %(3) (6) (30)
1,907 1,863 1,899 
ASC Communications, LLCMedia & EntertainmentFirst Lien Senior Secured Term LoanSOFR + 5.00%, 9.3% Cash07/2207/2712,846 12,645 12,646 2.1 %(6) (7) (14)
Class A Units (15,545.8 units)N/A07/22N/A326 375 0.1 %(6) (30)
12,846 12,971 13,021 
Ascensus, IncBrokerage, Asset Managers & ExchangesSecond Lien Senior Secured Term LoanLIBOR + 6.50%, 10.3% Cash05/2108/297,511 7,449 6,522 1.1 %(7) (9)
7,511 7,449 6,522 
Astra Bidco LimitedHealthcareFirst Lien Senior Secured Term LoanSONIA + 5.00%, 9.4% Cash11/2111/281,537 1,648 1,477 0.2 %(3) (6) (7) (18)
1,537 1,648 1,477 
ATL II MRO Holdings Inc.TransportationFirst Lien Senior Secured Term LoanSOFR + 6.00%, 10.4% Cash11/2211/286,250 6,097 6,094 1.0 %(6) (7) (16)
RevolverSOFR + 6.00%, 10.4% Cash11/2211/28— (31)(31)— %(6) (7) (16)
6,250 6,066 6,063 
Avance Clinical Bidco Pty LtdHealthcareFirst Lien Senior Secured Term LoanBBSY + 4.50%, 7.7% Cash11/2111/271,802 1,820 1,730 0.3 %(3) (6) (7) (22)
1,802 1,820 1,730 
AVSC Holding Corp.AdvertisingFirst Lien Senior Secured Term Loan5.00% Cash, 10.0% PIK11/2010/263,984 3,921 4,070 0.7 %
First Lien Senior Secured Term LoanLIBOR + 4.50%, 8.7% Cash, 1.0% PIK08/2010/26248 233 228 — %(7) (8)
4,232 4,154 4,298 
Azalea Buyer, Inc.TechnologyFirst Lien Senior Secured Term LoanLIBOR + 5.25%, 10.0% Cash11/2111/273,040 2,978 2,993 0.5 %(6) (7) (9)
RevolverLIBOR + 5.25%, 10.0% Cash11/2111/27— (5)(4)— %(6) (7) (9)
Subordinated Term Loan12.0% PIK11/2105/28954 940 935 0.2 %(6)
Common Stock (128,205.1 shares)N/A11/21N/A128 122 — %(6) (30)
3,994 4,041 4,046 
Bariacum S.A.Consumer ProductsFirst Lien Senior Secured Term LoanEURIBOR + 5.50%, 6.7% Cash11/2111/281,814 1,867 1,772 0.3 %(3) (6) (7) (13)
1,814 1,867 1,772 
Beyond Risk Management, Inc.Other FinancialFirst Lien Senior Secured Term LoanLIBOR + 4.50%, 8.9% Cash10/2110/272,551 2,499 2,493 0.4 %(6) (7) (8)
2,551 2,499 2,493 
BidwaxNon-durable Consumer GoodsFirst Lien Senior Secured Term LoanEURIBOR + 6.50%, 8.6% Cash02/2102/282,241 2,425 2,176 0.4 %(3) (6) (7) (13)
2,241 2,425 2,176 


32
Barings Capital Investment Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 20212022
(Amounts in thousands, except share amounts)
Portfolio Company (5)
Industry
Investment Type (1)(2)
InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
Houghton Mifflin Harcourt Publishers Inc.Paper ProductsFirst Lien Senior Secured Term LoanLIBOR + 6.25%, 7.3% Cash07/2011/24$148 $141 $148 — %(7) (8)
148 141 148 
IGL Holdings III Corp.Commercial PrintingFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 6.8% Cash11/2011/263,625 3,557 3,585 0.7 %(6) (7) (9)
3,625 3,557 3,585 
IM SquareBanking, Finance, Insurance & Real EstateFirst Lien Senior Secured Term LoanEURIBOR + 5.25%, 5.3% Cash05/2104/283,639 3,724 3,581 0.7 %(3) (6) (7) (14)
3,639 3,724 3,581 
Infoblox, Inc.TechnologySecond Lien Senior Secured Term LoanLIBOR + 7.25%, 8.0% Cash09/2012/282,843 2,830 2,854 0.6 %(7) (9)
2,843 2,830 2,854 
Infoniqa Holdings GmbHTechnologyFirst Lien Senior Secured Term LoanEURIBOR + 5.25%, 5.3% Cash11/2111/282,766 2,677 2,689 0.6 %(3) (6) (7) (13)
2,766 2,677 2,689 
Innovad Group II BVBeverage, Food & TobaccoFirst Lien Senior Secured Term LoanEURIBOR + 5.75%, 5.8% Cash04/2104/284,134 4,177 3,883 0.8 %(3) (6) (7) (13)
4,134 4,177 3,883 
INOS 19-090 GmbHAerospace & DefenseFirst Lien Senior Secured Term LoanEURIBOR + 6.13%, 6.1% Cash12/2012/27873 905 872 0.2 %(3) (6) (7) (13)
873 905 872 
ITI Intermodal, Inc.Transportation ServicesFirst Lien Senior Secured Term LoanLIBOR + 4.75%, 5.8% Cash12/2112/27721 705 705 0.1 %(6) (7) (8)
RevolverLIBOR + 4.75%, 5.8% Cash12/2112/27— (2)(2)— %(6) (7) (9)
721 703 703 
Jaguar Merger Sub Inc. (d/b/a National Auto Care)Other FinancialFirst Lien Senior Secured Term LoanLIBOR + 5.25%, 6.3% Cash12/2109/242,543 2,487 2,486 0.5 %(6) (7) (9)
RevolverLIBOR + 5.25%, 6.3% Cash12/2109/24— (6)(6)— %(6) (7) (9)
2,543 2,481 2,480 
JetBlue 2019-1 Class B Pass Through TrustAirlinesStructured Secured Note - Class B8.0% Cash08/2011/271,666 1,666 1,922 0.4 %
1,666 1,666 1,922 
JF Acquisition, LLCAutomotiveFirst Lien Senior Secured Term LoanLIBOR + 5.5%, 6.5% Cash05/2107/243,642 3,545 3,496 0.7 %(6) (7) (9)
3,642 3,545 3,496 
Kano Laboratories LLC
Chemicals, Plastics & RubberFirst Lien Senior Secured Term LoanLIBOR + 5.0%, 6.0% Cash11/2011/266,422 6,243 6,224 1.3 %(6) (7) (10)
Partnership Equity (78.7 Units)N/A11/20N/A79 79 — %
(6)*
6,422 6,322 6,303 
Kid Distro Holdings, LLCMedia & EntertainmentFirst Lien Senior Secured Term LoanLIBOR + 6.0%, 7.0% Cash10/2110/2719,149 18,779 18,766 3.9 %(6) (7) (9)
Partnership Units (850,236.1 Units)N/A10/21N/A851 850 0.2 %
(6)*
19,149 19,630 19,616 
Kona Buyer, LLCHigh Tech IndustriesFirst Lien Senior Secured Term LoanLIBOR + 5.5%, 6.3% Cash12/2012/275,707 5,586 5,707 1.2 %(6) (7) (9)
5,707 5,586 5,707 
LAF InternationalHealthcare & PharmaceuticalsFirst Lien Senior Secured Term LoanEURIBOR + 6.0%, 6.0% Cash03/2103/28341 356 334 0.1 %(3) (6) (7) (14)
341 356 334 
Portfolio Company (5)
Industry
Investment Type (1)(2)
InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
BigHand UK Bidco LimitedHigh Tech IndustriesFirst Lien Senior Secured Term LoanSOFR + 5.50%, 9.8% Cash01/2101/28$846 $826 $830 0.1 %(3) (6) (7) (15)
First Lien Senior Secured Term LoanSONIA + 5.50%, 9.0% Cash01/2101/28195 216 191 — %(3) (6) (7) (18)
1,041 1,042 1,021 
Biolam GroupConsumer Non-cyclicalFirst Lien Senior Secured Term LoanEURIBOR + 6.25%, 8.2% Cash12/2211/292,105 1,971 1,959 0.3 %(3) (6) (7) (12)
2,105 1,971 1,959 
Blue Ribbon, LLCBrewersFirst Lien Senior Secured Term LoanLIBOR + 6.00%, 10.1% Cash05/2105/2812,228 11,981 9,064 1.5 %(7) (8)
12,228 11,981 9,064 
Bounteous, Inc.TechnologyFirst Lien Senior Secured Term LoanLIBOR + 5.25%, 10.0% Cash08/2108/276,037 5,899 5,613 0.9 %(6) (7) (8)
6,037 5,899 5,613 
Bridger Aerospace Group Holdings, LLCEnvironmental IndustriesMunicipal Revenue Bond11.5% Cash07/2209/2713,600 13,600 14,150 2.4 %
Preferred Stock- Series C (7,309 shares)7.0% PIK07/22N/A7,230 7,365 1.2 %(6)
13,600 20,830 21,515 
Brightline Trains Florida LLCTransportationSenior Secured Note8.0% Cash08/2101/282,000 2,000 1,740 0.3 %(6)
2,000 2,000 1,740 
Brightpay LimitedTechnologyFirst Lien Senior Secured Term LoanEURIBOR + 5.00%, 6.5% Cash10/2110/282,241 2,308 2,190 0.4 %(3) (6) (7) (12)
2,241 2,308 2,190 
BrightSign LLCMedia & EntertainmentFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 10.5% Cash10/2110/273,843 3,811 3,807 0.6 %(6) (7) (9)
RevolverLIBOR + 5.75%, 10.5% Cash10/2110/27— (6)(7)— %(6) (7) (9)
LLC units (596,181.5 units)N/A10/21N/A596 620 0.1 %(6) (30)
3,843 4,401 4,420 
British Airways 2020-1 Class B Pass Through TrustAirlinesStructured Secured Note - Class B8.4% Cash11/2011/28703 703 692 0.1 %
703 703 692 
British Engineering Services Holdco LimitedCommercial Services & SuppliesFirst Lien Senior Secured Term LoanSONIA + 7.00%, 9.3% Cash12/2012/272,168 2,375 2,115 0.3 %(3) (6) (7) (18)
2,168 2,375 2,115 
Burgess Point Purchaser CorporationAuto Parts & EquipmentSecond Lien Senior Secured Term LoanSOFR + 9.00%, 13.3% Cash07/2207/302,273 2,185 2,195 0.4 %(6) (7) (14)
LP Units (227 units)N/A07/22N/A227 222 — %(6) (30)
2,273 2,412 2,417 
BVI Medical, Inc.HealthcareSecond Lien Senior Secured Term LoanEURIBOR + 9.50%, 11.6% Cash06/2206/265,985 5,684 5,740 1.0 %(6) (7) (12)
5,985 5,684 5,740 
CAi Software, LLCTechnologyFirst Lien Senior Secured Term LoanLIBOR + 6.25%, 11.0% Cash12/2112/283,757 3,691 3,659 0.6 %(6) (7) (9)
First Lien Senior Secured Term LoanLIBOR + 6.25%, 10.2% Cash07/2212/281,033 1,014 1,006 0.2 %(6) (7) (9)
RevolverLIBOR + 6.25%, 11.0% Cash12/2112/28— (12)(18)— %(6) (7) (9)
4,790 4,693 4,647 
33
Barings Capital Investment Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 20212022
(Amounts in thousands, except share amounts)
Portfolio Company (5)
Industry
Investment Type (1)(2)
InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
Lambir Bidco LimitedHealthcareFirst Lien Senior Secured Term LoanEURIBOR + 6.0%, 6.0% Cash12/2112/28$3,551 $3,377 $3,405 0.7 %(3) (6) (7) (13)
Second Lien Senior Secured Term Loan12.0% PIK12/2106/291,003 965 973 0.2 %(3) (6)
RevolverEURIBOR + 6.0%, 6.0% Cash12/2112/24222 207 209 — %(3) (6) (7) (13)
4,776 4,549 4,587 
Learfield Communications, LLCBroadcastingFirst Lien Senior Secured Term LoanLIBOR + 3.25%, 4.3% Cash08/2012/2368 48 64 — %(7) (8)
First Lien Senior Secured Term LoanLIBOR + 3.0%, 3.0% Cash, 10.2% PIK08/2012/235,680 5,648 5,683 1.2 %
(9)*
5,748 5,696 5,747 
LivTech Purchaser, Inc.Business ServicesFirst Lien Senior Secured Term LoanLIBOR + 4.75%, 5.8% Cash01/2112/253,533 3,494 3,502 0.7 %(6) (7) (9)
3,533 3,494 3,502 
Marmoutier Holding B.V.Consumer ProductsFirst Lien Senior Secured Term LoanEURIBOR + 5.75%, 5.8% Cash12/2112/281,944 1,872 1,880 0.4 %(3) (6) (7) (13)
RevolverEURIBOR + 5.0%, 5.0% Cash12/2106/27— (4)(4)— %(3) (6) (7) (13)
1,944 1,868 1,876 
MC Group Ventures CorporationBusiness ServicesFirst Lien Senior Secured Term LoanLIBOR + 5.5%, 6.5% Cash07/2106/273,883 3,789 3,850 0.8 %(6) (7) (9)
Partnership Equity (373.33 units)N/A06/21N/A373 381 0.1 %
(6)*
3,883 4,162 4,231 
MNS Buyer, Inc.Construction & BuildingFirst Lien Senior Secured Term LoanLIBOR + 5.5%, 6.5% Cash08/2108/27921 903 905 0.2 %(6) (7) (8)
Partnership Units (76.92 Units)N/A08/21N/A77 78 — %
(6)*
921 980 983 
Modern Star Holdings Bidco Pty LimitedNon-durable Consumer GoodsFirst Lien Senior Secured Term LoanBBSY + 6.25%, 6.8% Cash12/2012/262,112 2,064 2,088 0.4 %(3) (6) (7) (17)
2,112 2,064 2,088 
MSG National PropertiesHotel, Gaming, & LeisureFirst Lien Senior Secured Term LoanLIBOR + 6.25%, 7.0% Cash11/2011/254,950 4,830 5,049 1.0 %(3) (6) (7) (9)
4,950 4,830 5,049 
Murphy Midco LimitedMedia, Diversified & ProductionFirst Lien Senior Secured Term LoanGBP LIBOR + 4.75%, 4.8% Cash11/2011/271,080 1,010 1,043 0.2 %(3) (6) (7) (12)
1,080 1,010 1,043 
Music Reports, Inc.Media & EntertainmentFirst Lien Senior Secured Term LoanLIBOR + 6.0%, 7.0% Cash08/2008/265,355 5,249 5,248 1.1 %(6) (7) (9)
5,355 5,249 5,248 
Narda Acquisitionco., Inc.Aerospace & DefenseFirst Lien Senior Secured Term LoanLIBOR + 5.25%, 6.3% Cash12/2112/272,963 2,911 2,911 0.6 %(6) (7) (9)
RevolverLIBOR + 5.25%, 6.3% Cash12/2112/27— (12)(12)— %(6) (7) (9)
Class B Common Stock (265.88 Shares)N/A12/21N/A27 27 — %
(6)*
Class A Preferred Stock (2,392.92 Shares)N/A12/21N/A239 239 — %
(6)*
2,963 3,165 3,165 
Navia Benefit Solutions, Inc.Healthcare & PharmaceuticalsFirst Lien Senior Secured Term LoanLIBOR + 5.25%, 6.3% Cash02/2102/279,382 9,179 9,300 1.9 %(6) (7) (9)
9,382 9,179 9,300 
Portfolio Company (5)
Industry
Investment Type (1)(2)
InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
Canadian Orthodontic Partners Corp.HealthcareFirst Lien Senior Secured Term LoanCDOR + 7.00%, 11.9% Cash06/2103/26$1,495 $1,655 $1,410 0.2 %(3) (6) (7) (24)
Class A Equity (500,000 units)N/A05/22N/A389 292 — %(3) (6) (30)
Class C - Warrants (74,712.64 units)N/A05/22N/A— — — %(3) (6) (30)
1,495 2,044 1,702 
Caribou Holding Company, LLCTechnologyFirst Lien Senior Secured Term LoanSOFR + 7.64%, 12.5% Cash04/2204/272,159 2,130 2,134 0.3 %(3) (6) (7) (15)
LLC Units (340,909 units)N/A04/22N/A341 314 0.1 %(3) (6) (30)
2,159 2,471 2,448 
Carlson Travel, Inc.Business Travel ManagementFirst Lien Senior Secured Bond8.5% Cash11/2111/262,898 2,696 2,449 0.4 %
Common Stock (124,051 shares)N/A11/21N/A2,345 757 0.1 %(30)
2,898 5,041 3,206 
Ceres Pharma NVPharmaceuticalsFirst Lien Senior Secured Term LoanEURIBOR + 5.50%, 7.1% Cash10/2110/283,843 3,814 3,621 0.6 %(3) (6) (7) (12)
3,843 3,814 3,621 
CGI Parent, LLCBusiness Equipment & ServicesFirst Lien Senior Secured Term LoanLIBOR + 4.50%, 8.8% Cash02/2202/2810,698 10,510 10,377 1.7 %(6) (7) (8)
First Lien Senior Secured Term LoanSOFR + 4.75%, 9.3% Cash12/2202/281,599 1,551 1,551 0.3 %(6) (7) (15)
RevolverLIBOR + 4.50%, 8.8% Cash02/2202/28— (29)(49)— %(6) (7) (8)
Preferred Stock (551 shares)N/A02/22N/A551 1,028 0.2 %(6) (30)
12,297 12,583 12,907 
Cineworld Group PLCLeisure ProductsWarrants (371,024 units)N/A07/22N/A68 — — %(3) (6) (30)
68 — 
Coastal Marina Holdings, LLCOther FinancialSubordinated Term Loan8.0% Cash11/2111/318,310 7,754 7,764 1.3 %(6)
Subordinated Term Loan10.0% PIK11/2111/313,230 3,027 3,018 0.5 %(6)
LLC Units (1,018,869 units)N/A11/21N/A4,547 5,364 0.9 %(6) (30)
11,540 15,328 16,146 
Cobham Slip Rings SASDiversified ManufacturingFirst Lien Senior Secured Term LoanLIBOR + 6.25%, 11.0% Cash11/2111/281,995 1,953 1,943 0.3 %(3) (6) (7) (9)
1,995 1,953 1,943 
Compass Precision, LLCAerospace & DefenseSenior Subordinated Term Loan11.0% Cash, 1.0% PIK04/2204/28378 371 369 0.1 %(6)
LLC Units (46,085.6 units)N/A04/22N/A125 159 — %(6) (30)
378 496 528 
Comply365, LLCTechnologyFirst Lien Senior Secured Term LoanSOFR + 5.75%, 10.6% Cash04/2204/286,892 6,768 6,787 1.1 %(6) (7) (16)
RevolverSOFR + 5.75%, 10.6% Cash04/2204/2883 73 75 — %(6) (7) (16)
6,975 6,841 6,862 
Contabo Finco
S.À.R.L.		Internet Software & ServicesFirst Lien Senior Secured Term LoanEURIBOR + 6.00%, 7.6% Cash10/2210/29994 905 969 0.2 %(3) (6) (7) (12)
994 905 969 
34
Barings Capital Investment Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 20212022
(Amounts in thousands, except share amounts)
Portfolio Company (5)
Industry
Investment Type (1)(2)
InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
Nexus Underwriting Management LimitedOther FinancialFirst Lien Senior Secured Term LoanSONIA + 5.25%, 5.3% Cash10/2110/28$2,722 $2,628 $2,620 0.5 %(3) (6) (7) (16)
RevolverSONIA + 5.25%, 5.3% Cash10/2104/2253 52 52 — %(3) (6) (7) (16)
2,775 2,680 2,672 
Northstar Recycling, LLCEnvironmental IndustriesFirst Lien Senior Secured Term LoanLIBOR + 4.75%, 5.8% Cash10/2109/273,994 3,917 3,915 0.8 %(6) (7) (9)
3,994 3,917 3,915 
OA Buyer, Inc.HealthcareFirst Lien Senior Secured Term LoanLIBOR + 6.0%, 6.8% Cash12/2112/288,501 8,331 8,331 1.7 %(6) (7) (9)
RevolverLIBOR + 6.0%, 6.8% Cash12/2112/28— (27)(27)— %(6) (7) (9)
Partnership Units (210,920.1 units)N/A12/21N/A211 211 — %
(6)*
8,501 8,515 8,515 
Odeon Cinemas Group LimitedHotel, Gaming, & LeisureFirst Lien Senior Secured Term Loan10.8% Cash02/2108/237,908 8,101 8,066 1.7 %
(3)*
7,908 8,101 8,066 
OG III B.V.Containers & Glass ProductsFirst Lien Senior Secured Term LoanEURIBOR + 5.75%, 5.8% Cash06/2106/285,960 6,096 5,817 1.2 %(3) (6) (7) (13)
5,960 6,096 5,817 
Omni Intermediate Holdings, LLCTransportationFirst Lien Senior Secured Term LoanLIBOR + 5.0%, 6.0% Cash12/2012/2610,578 10,287 10,279 2.1 %(6) (7) (8)
10,578 10,287 10,279 
Oracle Vision Bidco LimitedHealthcareFirst Lien Senior Secured Term LoanSONIA + 5.25%, 5.3% Cash06/2105/281,437 1,456 1,404 0.3 %(3) (6) (7) (16)
1,437 1,456 1,404 
Origin Bidco LimitedTechnologyFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 6.8% Cash06/2106/28597 582 584 0.1 %(3) (6) (7) (9)
First Lien Senior Secured Term LoanEURIBOR + 5.75%, 5.8% Cash06/2106/28377 394 369 0.1 %(3) (6) (7) (13)
974 976 953 
OSP Hamilton Purchaser, LLCTechnologyFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 6.8% Cash12/2112/272,281 2,235 2,235 0.5 %(6) (7) (8)
RevolverLIBOR + 5.75%, 6.8% Cash12/2112/27— (4)(4)— %(6) (7) (9)
2,281 2,231 2,231 
Pacific Health Supplies Bidco Pty LimitedHealthcare & PharmaceuticalsFirst Lien Senior Secured Term LoanBBSY + 6.0%, 6.5% Cash12/2012/25847 838 817 0.2 %(3) (6) (7) (18)
847 838 817 
PDQ.Com CorporationBusiness Equipment & ServicesFirst Lien Senior Secured Term LoanLIBOR + 5.0%, 6.0% Cash08/2108/2714,048 13,798 13,787 2.7 %(6) (7) (9)
Class A-2 Partnership Units (86.39 Units)N/A08/21N/A86 87 — %
(6)*
14,048 13,884 13,874 
Permaconn BidCo Pty LtdTele-communicationsFirst Lien Senior Secured Term LoanBBSY + 6.5%, 6.5% Cash12/2112/275,236 5,018 5,092 1.0 %(3) (6) (7) (17)
5,236 5,018 5,092 
Polara Enterprises, L.L.C.Capital EquipmentFirst Lien Senior Secured Term LoanLIBOR + 4.75%, 5.8% Cash12/2112/272,121 2,079 2,079 0.4 %(6) (7) (9)
RevolverLIBOR + 4.75%, 5.8% Cash12/2112/27— (5)(6)— %(6) (7) (9)
Partnership Units (1,910.22 Units)N/A12/21N/A191 191 — %
(6)*
2,121 2,265 2,264 
Portfolio Company (5)
Industry
Investment Type (1)(2)
InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
Core Scientific, Inc.TechnologyFirst Lien Senior Secured Term Loan13.0% Cash03/2203/25$17,399 $17,383 $6,525 1.1 %(6) (29)
Common Stock (53,700 shares)N/A09/22N/A174 4 — %(30)
17,399 17,557 6,529 
Coyo Uprising GmbHTechnologyFirst Lien Senior Secured Term LoanEURIBOR + 3.25%, 3.3% Cash, 3.5% PIK09/2109/289,845 10,490 9,545 1.6 %(3) (6) (7) (13)
Class A Units (531 units)N/A09/21N/A248 237 — %(3) (6) (30)
Class B Units (231 units)N/A09/21N/A538 601 0.1 %(3) (6) (30)
9,845 11,276 10,383 
CSL DualComTele-communicationsFirst Lien Senior Secured Term LoanSONIA + 5.25%, 8.7% Cash09/2009/272,005 1,953 1,989 0.3 %(3) (6) (7) (17)
2,005 1,953 1,989 
CVL 3Capital EquipmentFirst Lien Senior Secured Term LoanEURIBOR + 5.50%, 7.6% Cash12/2112/285,550 5,741 5,450 0.9 %(3) (6) (7) (12)
First Lien Senior Secured Term LoanSOFR + 5.50%, 10.2% Cash12/2112/283,382 3,308 3,322 0.6 %(3) (6) (7) (15)
8,932 9,049 8,772 
CW Group Holdings, LLCHigh Tech IndustriesFirst Lien Senior Secured Term LoanLIBOR + 6.00%, 10.4% Cash01/2101/277,961 7,832 7,897 1.3 %(6) (7) (8)
LLC Units (403,441 units)N/A01/21N/A403 510 0.1 %(6) (30)
7,961 8,235 8,407 
DataServ Integrations, LLCTechnologyFirst Lien Senior Secured Term LoanSOFR + 6.00%, 10.3% Cash11/2211/281,918 1,876 1,875 0.3 %(6) (7) (15)
RevolverSOFR + 6.00%, 10.3% Cash11/2211/28— (10)(11)— %(6) (7) (15)
Partnership Units (96,153.9 units)N/A11/22N/A96 96 — %(6) (30)
1,918 1,962 1,960 
DecksDirect, LLCBuilding MaterialsFirst Lien Senior Secured Term LoanLIBOR + 6.00%, 10.4% Cash12/2112/26700 688 690 0.1 %(6) (7) (8)
RevolverLIBOR + 6.00%, 10.4% Cash12/2112/26— (3)(3)— %(6) (7) (8)
Common Stock (1,280.8 shares)N/A12/21N/A54 49 — %(6) (30)
700 739 736 
DISA Holdings Corp.Other IndustrialFirst Lien Senior Secured Term LoanSOFR + 5.50%, 9.8% Cash11/2209/283,802 3,664 3,661 0.6 %(6) (7) (14)
RevolverSOFR + 5.50%, 9.8% Cash11/2209/289 — — — %(6) (7) (14)
3,811 3,664 3,661 
Dragon BidcoTechnologyFirst Lien Senior Secured Term LoanEURIBOR + 6.75%, 8.9% Cash04/2104/283,735 3,721 3,667 0.6 %(3) (6) (7) (13)
First Lien Senior Secured Term LoanEURIBOR + 6.50%, 8.1% Cash04/2104/282,882 3,181 2,829 0.5 %(3) (6) (7) (12)
6,617 6,902 6,496 
Dune GroupHealth Care EquipmentFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 10.5% Cash09/2109/283,177 3,130 3,123 0.5 %(3) (6) (7) (9)
First Lien Senior Secured Term LoanEURIBOR + 5.75%, 8.0% Cash09/2109/28194 177 174 — %(3) (6) (7) (12)
3,371 3,307 3,297 
Dunlipharder B.V.TechnologyFirst Lien Senior Secured Term LoanSOFR + 6.50%, 10.7% Cash06/2206/281,000 986 988 0.2 %(3) (6) (7) (15)
1,000 986 988 
35
Barings Capital Investment Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 20212022
(Amounts in thousands, except share amounts)
Portfolio Company (5)
Industry
Investment Type (1)(2)
InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
Policy Services Company, LLCProperty & Casualty InsuranceFirst Lien Senior Secured Term LoanLIBOR + 6.0%, 7.0% Cash, 4.0% PIK12/2106/26$17,368 $16,681 $16,678 3.4 %(6) (7) (9)
Warrants - Class A (10,710 units)N/A12/21N/A— — — %
(6)*
Warrants - Class B (3,614 units)N/A12/21N/A— — — %
(6)*
Warrants - Class CC (372 units)N/A12/21N/A— — — %
(6)*
Warrants - Class D (955 units)N/A12/21N/A— — — %
(6)*
17,368 16,681 16,678 
Premium Franchise Brands, LLCResearch & Consulting ServicesFirst Lien Senior Secured Term LoanLIBOR + 6.25%, 7.3% Cash12/2012/2614,988 14,712 14,688 3.0 %(6) (7) (9)
14,988 14,712 14,688 
Premium InvestBrokerage, Asset Managers & ExchangesFirst Lien Senior Secured Term LoanEURIBOR + 6.0%, 6.0% Cash06/2106/285,079 5,173 4,997 1.0 %(3) (6) (7) (13)
5,079 5,173 4,997 
Preqin MC LimitedBanking, Finance, Insurance & Real EstateFirst Lien Senior Secured Term LoanSOFR + 5.5%, 5.5% Cash08/2107/283,147 3,057 3,119 0.6 %(3) (6) (7) (21)
3,147 3,057 3,119 
Protego Bidco B.V.Aerospace & DefenseFirst Lien Senior Secured Term LoanEURIBOR + 5.25%, 5.3% Cash03/2103/27771 786 760 0.2 %(3) (6) (7) (13)
First Lien Senior Secured Term LoanEURIBOR + 6.0%, 6.0% Cash03/2103/28370 373 357 0.1 %(3) (6) (7) (13)
1,141 1,159 1,117 
QPE7 SPV1 BidCo Pty LtdConsumer CyclicalFirst Lien Senior Secured Term LoanBBSY + 5.5%, 6.0% Cash09/2109/262,613 2,518 2,572 0.5 %(3) (6) (7) (18)
2,613 2,518 2,572 
Questel UniteBusiness ServicesFirst Lien Senior Secured Term LoanEURIBOR + 6.25%, 6.3% Cash12/2012/272,453 2,441 2,421 0.5 %(3) (6) (7) (13)
First Lien Senior Secured Term LoanLIBOR + 6.25%, 6.8% Cash12/2012/27367 362 365 0.1 %(3) (6) (7) (9)
2,820 2,803 2,786 
Recovery Point Systems, Inc.TechnologyFirst Lien Senior Secured Term LoanLIBOR + 6.5%, 7.5% Cash08/2008/265,059 4,977 5,059 1.0 %(6) (7) (9)
Partnership Equity (81,313 Units)N/A03/21N/A81 65 — %
(6)*
5,059 5,058 5,124 
Renovation Parent Holdings, LLCHome FurnishingsFirst Lien Senior Secured Term LoanLIBOR + 5.5%, 6.5% Cash11/2111/279,709 9,470 9,466 2.0 %(6) (7) (10)
Partnership Units (394,736.8 Units)N/A11/21N/A395 407 0.1 %
(6)*
9,709 9,865 9,873 
REP SEKO MERGER SUB LLC
Air Freight & LogisticsFirst Lien Senior Secured Term LoanEURIBOR + 5.0%, 6.0% Cash12/2012/269,687 9,730 9,541 2.0 %(6) (7) (13)
First Lien Senior Secured Term LoanLIBOR + 5.0%, 6.0% Cash12/2012/264,230 4,122 4,156 0.9 %(6) (7) (9)
13,917 13,852 13,697 
Resonetics, LLCHealth Care EquipmentSecond Lien Senior Secured Term LoanLIBOR + 7.0%, 7.8% Cash04/2104/291,859 1,824 1,822 0.4 %(6) (7) (9)
1,859 1,824 1,822 
Reward Gateway (UK) LtdPrecious Metals & MineralsFirst Lien Senior Secured Term LoanSONIA + 6.75%, 6.8% Cash08/2106/289,772 9,702 9,509 2.0 %(3) (6) (7) (16)
9,772 9,702 9,509 
Portfolio Company (5)
Industry
Investment Type (1)(2)
InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
Dwyer Instruments, Inc.ElectricFirst Lien Senior Secured Term LoanLIBOR + 6.00%, 10.7% Cash07/2107/27$13,630 $13,374 $13,372 2.2 %(6) (7) (9)
13,630 13,374 13,372 
Echo Global Logistics, Inc.Air TransportationSecond Lien Senior Secured Term LoanLIBOR + 7.00%, 11.7% Cash11/2111/297,605 7,485 7,308 1.2 %(6) (7) (9)
Partnership Equity (289.2 units)N/A11/21N/A289 508 0.1 %(6) (30)
7,605 7,774 7,816 
Ellkay, LLCHealthcare & PharmaceuticalsFirst Lien Senior Secured Term LoanLIBOR + 6.25%, 11.0% Cash09/2109/273,733 3,672 3,691 0.6 %(6) (7) (9)
3,733 3,672 3,691 
EMI Porta Holdco LLCDiversified ManufacturingFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 10.5% Cash12/2112/278,111 7,913 7,773 1.3 %(6) (7) (9)
RevolverLIBOR + 5.75%, 10.5% Cash12/2112/27641 620 604 0.1 %(6) (7) (9)
8,752 8,533 8,377 
Entact Environmental Services, Inc.Environmental IndustriesFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 11.7% Cash02/2112/253,932 3,906 3,919 0.6 %(6) (7) (9)
3,932 3,906 3,919 
EPS NASS Parent, Inc.Electrical Components & EquipmentFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 10.5% Cash04/2104/284,434 4,360 4,394 0.7 %(6) (7) (9)
4,434 4,360 4,394 
eShipping, LLCTransportation ServicesFirst Lien Senior Secured Term LoanLIBOR + 5.00%, 9.4% Cash11/2111/277,060 6,910 7,006 1.2 %(6) (7) (8)
RevolverLIBOR + 5.00%, 9.4% Cash11/2111/27— (18)(7)— %(6) (7) (8)
7,060 6,892 6,999 
Eurofins Digital Testing International LUX Holding SARLTechnologyFirst Lien Senior Secured Term LoanEURIBOR + 6.75%, 8.9% Cash12/2212/29987 892 901 0.1 %(3) (6) (7) (12)
First Lien Senior Secured Term LoanSOFR + 6.75%, 11.5% Cash12/2212/29511 497 497 0.1 %(3) (6) (7) (15)
First Lien Senior Secured Term LoanSONIA + 6.75%, 10.0% Cash12/2212/291,447 1,439 1,407 0.2 %(3) (6) (7) (18)
Second Lien Senior Secured Term Loan11.5% PIK12/2212/30352 338 342 0.1 %(3) (6)
3,297 3,166 3,147 
Events Software BidCo Pty LtdTechnologyFirst Lien Senior Secured Term LoanBBSY + 6.00%, 9.3% Cash03/2203/281,737 1,853 1,573 0.3 %(3) (6) (7) (21)
1,737 1,853 1,573 
Express Wash Acquisition Company, LLCConsumer CyclicalFirst Lien Senior Secured Term LoanSOFR + 6.50%, 10.3% Cash07/2207/284,818 4,728 4,737 0.8 % (6) (7) (14)
RevolverSOFR + 6.50%, 10.3% Cash07/2207/2894 91 91 — % (6) (7) (14)
4,912 4,819 4,828 
Ferrellgas L.P.Oil & Gas Equipment & ServicesOpco Preferred Units (2,886 units)N/A03/21N/A2,799 2,742 0.5 %(6)
2,799 2,742 
Fineline Technologies, Inc.Consumer ServicesFirst Lien Senior Secured Term LoanLIBOR + 4.75%, 9.5% Cash02/2102/281,727 1,702 1,698 0.3 %(6) (7) (9)
1,727 1,702 1,698 
FinexvetConsumer CyclicalFirst Lien Senior Secured Term LoanEURIBOR + 6.25%, 8.1% Cash03/2203/292,401 2,387 2,329 0.4 %(3) (6) (7) (13)
2,401 2,387 2,329 
FinThrive Software Intermediate Holdings Inc.Business Equipment & ServicesPreferred Stock (3,188.5 shares)11.0% PIK03/22N/A3,823 2,947 0.6 %(6)
3,823 2,947 
36
Barings Capital Investment Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 20212022
(Amounts in thousands, except share amounts)
Portfolio Company (5)
Industry
Investment Type (1)(2)
InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
Riedel Beheer B.V.Food & BeverageFirst Lien Senior Secured Term LoanEURIBOR + 5.5%, 5.5% Cash12/2112/28$1,899 $1,835 $1,843 0.4 %(3) (6) (7) (13)
Super Senior Senior Secured Term LoanEURIBOR + 5.5%, 5.5% Cash12/2106/28230 222 223 — %(3) (6) (7) (13)
RevolverEURIBOR + 5.5%, 5.5% Cash12/2112/28— (6)(5)— %(3) (6) (7) (13)
2,129 2,051 2,061 
RPX CorporationResearch & Consulting ServicesFirst Lien Senior Secured Term LoanLIBOR + 6.0%, 7.0% Cash10/2010/2515,644 15,328 15,323 3.2 %(6) (7) (9)
15,644 15,328 15,323 
Safety Products Holdings, LLCNon-durable Consumer GoodsFirst Lien Senior Secured Term LoanLIBOR + 6.0%, 7.0% Cash12/2012/264,847 4,704 4,680 1.0 %(6) (7) (8)
Common Stock (84.8 Units)N/A12/20N/A85 116 — %
(6)*
4,847 4,789 4,796 
Scaled Agile, Inc.Research & Consulting ServicesFirst Lien Senior Secured Term LoanLIBOR + 5.5%, 6.3% Cash12/2112/281,748 1,705 1,705 0.4 %(6) (7) (9)
RevolverLIBOR + 5.5%, 6.3% Cash12/2112/28— (7)(7)— %(6) (7) (9)
1,748 1,698 1,698 
Serta Simmons Bedding LLC
Home FurnishingsSuper Priority Second OutLIBOR + 7.5%, 8.5% Cash09/2008/231,975 1,763 1,842 0.4 %(7) (8)
1,975 1,763 1,842 
SISU ACQUISITIONCO., INC.Aerospace & DefenseFirst Lien Senior Secured Term LoanLIBOR + 5.25%, 6.3% Cash12/2012/264,950 4,865 4,782 1.0 %(6) (7) (9)
4,950 4,865 4,782 
Smartling, Inc.TechnologyFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 6.8% Cash11/2111/278,235 8,051 8,047 1.7 %(6) (7) (9)
RevolverLIBOR + 5.75%, 6.8% Cash11/2111/27— (12)(12)— %(6) (7) (9)
8,235 8,039 8,035 
SN BUYER, LLCHealth Care ServicesFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 6.8% Cash12/2012/264,633 4,554 4,633 1.0 %(6) (7) (8)
4,633 4,554 4,633 
SPT Acquico LimitedHigh Tech IndustriesFirst Lien Senior Secured Term LoanLIBOR + 4.75%, 5.8% Cash01/2112/27921 900 921 0.2 %(3) (6) (7) (9)
921 900 921 
SSCP Pegasus Midco LimitedHealthcare & PharmaceuticalsFirst Lien Senior Secured Term LoanGBP LIBOR + 6.75%, 6.8% Cash12/2011/27519 455 509 0.1 %(3) (6) (7) (11)
519 455 509 
Starnmeer B.V.TechnologyFirst Lien Senior Secured Term LoanLIBOR + 6.4%, 6.9% Cash10/2104/278,640 8,514 8,510 1.8 %(3) (6) (7) (9)
8,640 8,514 8,510 
Superjet Buyer, LLCTechnologyFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 6.5% Cash12/2112/2718,540 18,169 18,169 3.7 %(6) (7) (9)
RevolverLIBOR + 5.75%, 6.5% Cash12/2112/27— (29)(29)— %(6) (7) (9)
18,540 18,140 18,140 
Syniverse Holdings, Inc.Technology DistributorsFirst Lien Senior Secured Term LoanLIBOR + 5.0%, 6.0% Cash08/2003/234,625 4,109 4,592 0.9 %(7) (9)
4,625 4,109 4,592 
Syntax Systems LtdTechnologyFirst Lien Senior Secured Term LoanLIBOR + 5.5%, 6.3% Cash11/2110/284,168 4,117 4,115 0.8 %(3) (6) (7) (8)
RevolverLIBOR + 5.5%, 6.3% Cash11/2110/26261 255 255 0.1 %(3) (6) (7) (8)
4,429 4,372 4,370 
Portfolio Company (5)
Industry
Investment Type (1)(2)
InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
FitzMark Buyer, LLCCargo & TransportationFirst Lien Senior Secured Term LoanLIBOR + 4.50%, 8.9% Cash12/2012/26$2,458 $2,424 $2,424 0.4 %(6) (7) (9)
2,458 2,424 2,424 
Five Star Holding LLCPackagingSecond Lien Senior Secured Term LoanSOFR + 7.25%, 12.0% Cash05/2205/307,143 7,009 6,936 1.1 %(6) (7) (15)
LLC Units (504.5 units)N/A05/22N/A504 502 0.1 %(6) (30)
7,143 7,513 7,438 
Flexential Issuer, LLCInformation TechnologyStructured Secured Note - Class C6.9% Cash11/2111/5110,000 9,274 8,642 1.4 %
10,000 9,274 8,642 
Flywheel Re Segregated Portfolio 2022-4Investment FundsPreferred Stock (1,281,099 units)N/A08/22N/A1,281 1,288 0.2 %(3) (6) (30)
1,281 1,288 
Footco 40 LimitedMedia & EntertainmentFirst Lien Senior Secured Term LoanSONIA + 5.75%, 9.2% Cash04/2204/291,489 1,559 1,437 0.2 %(3) (6) (7) (18)
1,489 1,559 1,437 
Fortis Payment Systems, LLCOther FinancialFirst Lien Senior Secured Term LoanSOFR + 5.25%, 9.9% Cash10/2202/261,575 1,516 1,513 0.3 %(6) (7) (14)
1,575 1,516 1,513 
FragilePak LLCTransportation ServicesFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 10.5% Cash05/2105/277,444 7,209 7,444 1.2 %(6) (7) (9)
Partnership Units (889.3 units)N/A05/21N/A889 1,119 0.2 %(6) (30)
7,444 8,098 8,563 
Front Line Power Construction LLCConstruction MachineryFirst Lien Senior Secured Term LoanLIBOR + 12.50%, 17.2% Cash11/2111/28765 716 852 0.1 %(6) (7) (9)
Common Stock (33,601 shares)N/A11/21N/A56 28 — %(30)
765 772 880 
FSS Buyer LLCTechnologyFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 10.1% Cash08/2108/2814,702 14,456 14,539 2.4 %(6) (7) (8)
LP Interest (1,973.6 units)N/A08/21N/A20 29 — %(6) (30)
LP Units (8,677.3 units)N/A08/21N/A87 127 — %(6) (30)
14,702 14,563 14,695 
GB Eagle Buyer, Inc.Capital GoodsFirst Lien Senior Secured Term LoanSOFR + 6.50%, 10.5% Cash12/2211/2812,581 12,207 12,203 2.0 %(6) (7) (15)
RevolverSOFR + 6.50%, 10.5% Cash12/2211/28— (57)(58)— %(6) (7) (15)
Partnership Units (515 units)N/A12/22N/A515 515 0.1 %(6) (30)
12,581 12,665 12,660 
Global Academic Group LimitedIndustrial OtherFirst Lien Senior Secured Term LoanBBSY + 6.00%, 9.1% Cash07/2207/271,668 1,668 1,625 0.3 %(3) (6) (7) (21)
First Lien Senior Secured Term LoanBKBM + 6.00%, 9.1% Cash07/2207/272,910 2,801 2,828 0.5 %(3) (6) (7) (25)
4,578 4,469 4,453 
GPZN II GmbHHealthcareFirst Lien Senior Secured Term LoanEURIBOR + 5.50%, 7.4% Cash06/2206/29458 429 375 0.1 %(3) (6) (7) (11)
458 429 375 
Greenhill II BVTechnologyFirst Lien Senior Secured Term LoanEURIBOR + 5.75%, 7.1% Cash07/2207/29739 672 716 0.1 %(3) (6) (7) (12)
739 672 716 
Groupe Product LifeConsumer Non-cyclicalFirst Lien Senior Secured Term LoanEURIBOR + 6.25%, 8.5% Cash10/2210/29625 553 598 0.1 %(3) (6) (7) (12)
625 553 598 
37
Barings Capital Investment Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 20212022
(Amounts in thousands, except share amounts)
Portfolio Company (5)
Industry
Investment Type (1)(2)
InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
TA SL Cayman Aggregator Corp.
TechnologySubordinated Term Loan8.8% PIK07/2107/28$925 $907 $909 0.2 %
(6)*
Common Stock (736 Shares)N/A07/21N/A23 30 — %
(6)*
925 930 939 
Techone B.V.TechnologyFirst Lien Senior Secured Term LoanEURIBOR + 5.5%, 5.5% Cash11/2111/282,611 2,521 2,526 0.5 %(3) (6) (7) (13)
RevolverEURIBOR + 5.5%, 5.5% Cash11/2105/2832 29 29 — %(3) (6) (7) (13)
2,643 2,550 2,555 
Tencarva Machinery Company, LLCCapital EquipmentFirst Lien Senior Secured Term LoanLIBOR + 5.5%, 6.5% Cash12/2112/273,657 3,593 3,593 0.7 %(6) (7) (9)
First Lien Senior Secured Term LoanLIBOR + 5.5%, 6.5% Cash12/2112/23— (10)(10)— %(6) (7) (9)
RevolverLIBOR + 5.5%, 6.5% Cash12/2112/27— (13)(13)— %(6) (7) (9)
3,657 3,570 3,570 
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)Brokerage, Asset Managers & ExchangesFirst Lien Senior Secured Term LoanLIBOR + 4.25%, 5.3% Cash10/2112/27815 747 747 0.2 %(6) (7) (9)
RevolverLIBOR + 4.25%, 5.3% Cash10/2112/27— (14)(14)— %(6) (7) (9)
Subordinated Term Loan7.75% PIK10/2110/283,210 3,147 3,145 0.6 %
(6)*
4,025 3,880 3,878 
Trident Maritime Systems, Inc.Aerospace & DefenseFirst Lien Senior Secured Term LoanLIBOR + 5.5%, 6.5% Cash02/2102/2716,873 16,621 16,873 3.5 %(6) (7) (9)
16,873 16,621 16,873 
Turbo Buyer, Inc.Finance CompaniesFirst Lien Senior Secured Term LoanLIBOR + 6.0%, 7.0% Cash11/2112/256,082 5,935 5,931 1.2 %(6) (7) (9)
6,082 5,935 5,931 
Turnberry Solutions, Inc.Consumer CyclicalFirst Lien Senior Secured Term LoanLIBOR + 6.0%, 7.0% Cash07/2109/267,500 7,362 7,371 1.5 %(6) (7) (9)
7,500 7,362 7,371 
UKFast Leaders LimitedTechnologyFirst Lien Senior Secured Term LoanSONIA + 7.0%, 7.1% Cash09/2009/271,129 1,045 1,109 0.2 %(3) (6) (7) (15)
1,129 1,045 1,109 
Utac CeramBusiness ServicesFirst Lien Senior Secured Term LoanEURIBOR + 5.25%, 5.3% Cash09/2009/27796 822 781 0.2 %(3) (6) (7) (13)
First Lien Senior Secured Term LoanLIBOR + 5.25%, 5.5% Cash02/2109/27364 364 357 0.1 %(3) (6) (7) (9)
1,160 1,186 1,138 
VistaJet Pass Through Trust 2021-1BAirlinesStructured Secured Note - Class B6.3% Cash11/2102/2910,000 10,000 9,811 2.0 %
10,000 10,000 9,811 
Vital Buyer, LLCTechnologyFirst Lien Senior Secured Term LoanLIBOR + 5.5%, 6.3% Cash06/2106/2812,742 12,500 12,537 2.6 %(6) (7) (9)
Partnership Equity (16,442.9 Units)N/A06/21N/A164 171 — %
(6)*
12,742 12,664 12,708 
W2O Holdings, Inc.Healthcare TechnologyFirst Lien Senior Secured Term LoanLIBOR + 4.75%, 5.8% Cash10/2006/25870 845 870 0.2 %(6) (7) (9)
870 845 870 
Willis Engine Structured Trust VIStructured FinanceStructured Secured Note - Series 2021-1 Class C7.4% Cash05/2105/462,527 2,527 2,484 0.5 %
2,527 2,527 2,484 
Portfolio Company (5)
Industry
Investment Type (1)(2)
InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
Gusto Aus BidCo Pty LtdConsumer Non-cyclicalFirst Lien Senior Secured Term LoanBBSY + 6.50%, 10.2% Cash10/2210/28$2,208 $2,016 $2,135 0.4 %(3) (6) (7) (22)
2,208 2,016 2,135 
HeartHealth Bidco Pty LtdHealthcareFirst Lien Senior Secured Term LoanBBSY + 5.25%, 8.6% Cash09/2209/28626 569 598 0.1 %(3) (6) (7) (21)
626 569 598 
Heartland Veterinary Partners, LLCHealthcareSubordinated Term Loan11.0% PIK11/2111/23425 419 412 0.1 %
(6)*
Subordinated Term Loan11.0% PIK11/2112/283,370 3,302 3,282 0.5 %
(6)*
3,795 3,721 3,694 
HEKA InvestTechnologyFirst Lien Senior Secured Term LoanEURIBOR + 6.50%, 8.7% Cash10/2210/294,999 4,461 4,846 0.8 %(3) (6) (7) (12)
4,999 4,461 4,846 
Hoffmaster Group Inc.PackagingFirst Lien Senior Secured Term LoanLIBOR + 4.00%, 8.7% Cash07/2011/232,488 2,364 2,241 0.4 %(7) (9)
2,488 2,364 2,241 
Home Care Assistance, LLCHealthcare & PharmaceuticalsFirst Lien Senior Secured Term LoanSOFR + 5.00%, 9.4% Cash03/2103/274,502 4,435 4,299 0.7 %(6) (7) (14)
4,502 4,435 4,299 
Honour Lane Logistics Holdings LimitedTransportation ServicesFirst Lien Senior Secured Term LoanSOFR + 5.25%, 9.5% Cash04/2211/288,500 8,268 8,302 1.4 %(3) (6) (7) (16)
8,500 8,268 8,302 
HTI Technology & IndustriesElectronic Component ManufacturingFirst Lien Senior Secured Term LoanSOFR + 8.50%, 11.7% Cash07/2207/255,769 5,680 5,682 0.9 %(6) (7) (15)
RevolverSOFR + 8.50%, 11.7% Cash07/2207/25— (9)(9)— %(6) (7) (15)
5,769 5,671 5,673 
Hygie 31 HoldingPharmaceuticalsFirst Lien Senior Secured Term LoanEURIBOR + 6.25%, 8.4% Cash09/2209/29320 281 312 0.1 %(3) (6) (7) (12)
320 281 312 
IM SquareBanking, Finance, Insurance & Real EstateFirst Lien Senior Secured Term LoanEURIBOR + 5.25%, 7.5% Cash05/2104/283,415 3,755 3,306 0.5 %(3) (6) (7) (12)
3,415 3,755 3,306 
Infoblox, Inc.TechnologySecond Lien Senior Secured Term LoanLIBOR + 7.25%, 11.7% Cash09/2012/282,843 2,831 2,214 0.4 %(7) (9)
2,843 2,831 2,214 
Infoniqa Holdings GmbHTechnologyFirst Lien Senior Secured Term LoanEURIBOR + 5.25%, 6.2% Cash11/2111/282,595 2,686 2,525 0.4 %(3) (6) (7) (13)
2,595 2,686 2,525 
Innovad Group II BVBeverage, Food & TobaccoFirst Lien Senior Secured Term LoanEURIBOR + 6.50%, 9.3% Cash04/2104/284,178 4,488 3,631 0.6 %(3) (6) (7) (13)
4,178 4,488 3,631 
INOS 19-090 GmbHAerospace & DefenseFirst Lien Senior Secured Term LoanEURIBOR + 5.40%, 7.4% Cash12/2012/27820 901 804 0.1 %(3) (6) (7) (12)
820 901 804 
Interstellar Group B.V.TechnologyFirst Lien Senior Secured Term LoanEURIBOR + 5.25%, 7.5% Cash08/2208/291,221 1,131 1,177 0.2 %(3) (6) (7) (12)
Super Senior Secured Term LoanEURIBOR + 5.25%, 7.5% Cash08/2202/2964 60 62 — %(3) (6) (7) (12)
1,285 1,191 1,239 
Isolstar Holding NV (IPCOM)Trading Companies & DistributorsFirst Lien Senior Secured Term LoanEURIBOR + 6.50%, 8.1% Cash10/2210/294,583 4,044 4,436 0.7 %(3) (6) (7) (11)
4,583 4,044 4,436 
38
Barings Capital Investment Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 20212022
(Amounts in thousands, except share amounts)
Portfolio Company (5)
Industry
Investment Type (1)(2)
InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
Woodland Foods, LLCFood & BeverageFirst Lien Senior Secured Term LoanLIBOR + 5.5%, 6.5% Cash12/2112/27$5,380 $5,273 $5,272 1.1 %(6) (7) (9)
RevolverLIBOR + 5.5%, 6.5% Cash12/2112/2780 60 60 — %(6) (7) (9)
Common Stock (777,260.13 shares)N/A12/21N/A777 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 LPInvestment Funds & Vehicles10% Partnership InterestN/A03/21N/A12,646 12,859 2.6 %
(3)*
12,646 12,859 
Eclipse Business Capital, LLCBanking, Finance, Insurance & Real Estate
Second Lien Senior Secured Term Loan7.5% Cash07/2107/282,246 2,225 2,341 0.5 %
(6)*
RevolverLIBOR + 7.25%07/2107/28898 836 898 0.2 %(6) (9)
LLC Units (44,197,541 units)N/A07/21N/A44,396 45,789 9.4 %
(6)*
3,144 47,457 49,028 
Thompson Rivers LLCInvestment Funds & Vehicles6.5% Member InterestN/A06/21N/A32,287 34,893 7.2 %
(3)*
32,287 34,893 
Waccamaw River LLCInvestment Funds & Vehicles20% Member InterestN/A04/21N/A13,756 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:
DescriptionNotional Amount to be PurchasedNotional Amount to be SoldCounterpartySettlement DateUnrealized Appreciation (Depreciation)
Foreign currency forward contract (AUD)A$12,250$8,906HSBC Bank USA01/06/22$(1)
Foreign currency forward contract (AUD)$8,834A$12,250HSBC Bank USA01/06/22(71)
Foreign currency forward contract (AUD)$5,503A$7,659HSBC Bank USA04/08/22(66)
Foreign currency forward contract (CAD)C$5,580$4,366HSBC Bank USA01/06/2244 
Foreign currency forward contract (CAD)$4,373C$5,580HSBC Bank USA01/06/22(36)
Foreign currency forward contract (CAD)$270C$349BNP Paribas SA04/08/22(6)
Foreign currency forward contract (CAD)$4,439C$5,675HSBC Bank USA04/08/22(44)
Foreign currency forward contract (DKK)3,526kr.$537HSBC Bank USA01/06/222 
Foreign currency forward contract (DKK)$5513,526kr.HSBC Bank USA01/06/2212 
Foreign currency forward contract (DKK)$5313,481kr.HSBC Bank USA04/08/22(2)
Foreign currency forward contract (EUR)€20,807$23,557HSBC Bank USA01/06/22119 
Foreign currency forward contract (EUR)$5,181€4,500BNP Paribas SA01/06/2261 
Foreign currency forward contract (EUR)$18,704€16,307HSBC Bank USA01/06/22149 
Foreign currency forward contract (EUR)$10,436€9,200BNP Paribas SA04/08/22(54)
Foreign currency forward contract (EUR)$25,362€22,357HSBC Bank USA04/08/22(129)
Foreign currency forward contract (GBP)£8,566$11,504HSBC Bank USA01/06/2296 
Foreign currency forward contract (GBP)$11,472£8,566HSBC Bank USA01/06/22(128)
Foreign currency forward contract (GBP)£4,068$5,418HSBC Bank USA04/08/2288 
Total Foreign Currency Forward Contracts, December 31, 2021$34 
*    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
Portfolio Company (5)
Industry
Investment Type (1)(2)
InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
ITI Intermodal, Inc.Transportation ServicesFirst Lien Senior Secured Term LoanLIBOR + 4.75%, 9.1% Cash12/2112/27$714 $700 $703 0.1 %(6) (7) (8)
RevolverLIBOR + 4.75%, 9.1% Cash12/2112/276 4 5 — %(6) (7) (8)
Common Stock (1,433.37 shares)N/A01/22N/A144 127 — %(6) (30)
720 848 835 
Jaguar Merger Sub Inc.Other FinancialFirst Lien Senior Secured Term LoanSOFR + 5.00%, 9.5% Cash12/2109/247,652 7,571 7,617 1.3 %(6) (7) (15)
RevolverSOFR + 5.00%, 9.5% Cash12/2109/24— (4)(2)— %(6) (7) (15)
7,652 7,567 7,615 
JetBlue 2019-1 Class B Pass Through TrustAirlinesStructured Secured Note - Class B8.0% Cash08/2011/271,443 1,443 1,404 0.2 %
1,443 1,443 1,404 
JF Acquisition, LLCAutomotiveFirst Lien Senior Secured Term LoanLIBOR + 5.50%, 9.9% Cash05/2107/243,605 3,529 3,367 0.6 %(6) (7) (8)
3,605 3,529 3,367 
Jon Bidco LimitedHealthcareFirst Lien Senior Secured Term LoanBKBM + 5.50%, 10.2% Cash03/2203/272,043 2,186 1,992 0.3 %(3) (6) (7) (25)
2,043 2,186 1,992 
Jones Fish Hatcheries & Distributors LLCConsumer ProductsFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 10.2% Cash02/2202/282,785 2,736 2,745 0.5 %(6) (7) (9)
RevolverLIBOR + 5.75%, 10.2% Cash02/2202/28— (7)(6)— %(6) (7) (8)
LLC Units (974.68 units)N/A02/22N/A97 115 — %(6) (30)
2,785 2,826 2,854 
Kano Laboratories LLCChemicals, Plastics & RubberFirst Lien Senior Secured Term LoanLIBOR + 5.00%, 10.1% Cash11/2011/264,981 4,864 4,885 0.8 %(6) (7) (10)
Partnership Equity (78.7 units)N/A11/20N/A79 74 — %(6) (30)
4,981 4,943 4,959 
Kid Distro Holdings, LLCMedia & EntertainmentFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 10.5% Cash10/2110/2718,910 18,598 18,689 3.1 %(6) (7) (9)
LLC Units (850,236.1 units)N/A10/21N/A851 769 0.1 %(6) (30)
18,910 19,449 19,458 
Kona Buyer, LLCHigh Tech IndustriesFirst Lien Senior Secured Term LoanSOFR + 4.75%, 9.3% Cash12/2012/275,509 5,413 5,419 0.9 %(6) (7) (15)
5,509 5,413 5,419 
Lambir Bidco LimitedHealthcareFirst Lien Senior Secured Term LoanEURIBOR + 6.00%, 8.5% Cash12/2112/283,333 3,393 3,113 0.5 %(3) (6) (7) (12)
Second Lien Senior Secured Term Loan12.0% PIK12/2106/291,060 1,085 997 0.2 %(3) (6)
4,393 4,478 4,110 
LeadsOnline, LLCBusiness Equipment & ServicesFirst Lien Senior Secured Term LoanLIBOR + 4.75%, 9.5% Cash02/2202/2810,928 10,761 10,794 1.8 %(6) (7) (9)
RevolverLIBOR + 4.75%, 9.5% Cash02/2202/28— (29)(24)— %(6) (7) (9)
LLC Units (39,370.1 units)N/A02/22N/A39 49 — %(6) (30)
10,928 10,771 10,819 
Learfield Communications, LLCBroadcastingFirst Lien Senior Secured Term Loan3.0% Cash, LIBOR + 10.0% PIK08/2012/236,289 6,273 6,037 1.0 %(9)
First Lien Senior Secured Term LoanLIBOR + 3.25%, 7.6% Cash08/2012/2367 47 50 — %(7) (8)
6,356 6,320 6,087 
39
Barings Capital Investment Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 20212022
(Amounts in thousands, except share amounts)
non-income producing.
Portfolio Company (5)
Industry
Investment Type (1)(2)
InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
Liberty Steel Holdings USA Inc.Industrial
Other		RevolverSOFR + 4.50%, 8.8% Cash04/2204/25$10,000 $9,924 $9,923 1.6 %(6) (7) (14)
10,000 9,924 9,923 
LivTech Purchaser, Inc.Business ServicesFirst Lien Senior Secured Term LoanLIBOR + 5.00%, 9.7% Cash01/2112/253,319 3,292 3,223 0.5 %(6) (7) (9)
3,319 3,292 3,223 
Long Term Care Group, Inc.HealthcareFirst Lien Senior Secured Term LoanLIBOR + 6.00%, 10.3% Cash04/2209/274,861 4,774 4,725 0.8 %(6) (7) (8)
4,861 4,774 4,725 
Marmoutier Holding B.V.Consumer ProductsFirst Lien Senior Secured Term LoanEURIBOR + 6.00%, 8.8% Cash12/2112/24356 330 341 0.1 %(3) (6) (7) (13)
First Lien Senior Secured Term LoanEURIBOR + 6.00%, 8.8% Cash12/2112/281,825 1,889 1,752 0.3 %(3) (6) (7) (13)
RevolverEURIBOR + 5.00%, 7.8% Cash12/2106/2746 42 40 — %(3) (6) (7) (12)
2,227 2,261 2,133 
Marshall Excelsior Co.Capital GoodsFirst Lien Senior Secured Term LoanSOFR + 5.50%, 9.8% Cash02/2202/286,616 6,520 6,525 1.1 %(6) (7) (15)
RevolverPrime + 4.50%, 11.5% Cash02/2202/28749 734 735 0.1 %(6) (7) (28)
7,365 7,254 7,260 
MC Group Ventures CorporationBusiness ServicesFirst Lien Senior Secured Term LoanLIBOR + 5.50%, 9.9% Cash07/2106/274,392 4,313 4,342 0.7 %(6) (7) (8)
Partnership Units (373.3 Units)N/A06/21N/A373 390 0.1 %(6) (30)
4,392 4,686 4,732 
Median B.V.HealthcareFirst Lien Senior Secured Term LoanSONIA + 6.00%, 9.4% Cash02/2210/273,729 4,077 3,100 0.5 %(3) (7) (18)
3,729 4,077 3,100 
Mercell Holding ASTechnologyFirst Lien Senior Secured Term LoanNIBOR + 6.00%, 9.1% Cash08/2208/291,594 1,563 1,551 0.3 %(3) (6) (7) (27)
Class A Units (57.2 units)N/A08/22N/A56 58 — %(3) (6) (30)
Class B Units (14,471.9 units)N/A08/22N/A— — — %(3) (6) (30)
1,594 1,619 1,609 
MNS Buyer, Inc.Construction and BuildingFirst Lien Senior Secured Term LoanLIBOR + 5.50%, 9.9% Cash08/2108/27912 897 835 0.1 %(6) (7) (8)
Partnership Units (76.9 Units)N/A08/21N/A77 54 — %(6) (30)
912 974 889 
Modern Star Holdings Bidco Pty LimitedNon-durable Consumer GoodsFirst Lien Senior Secured Term LoanBBSY + 6.25%, 9.1% Cash12/2012/261,970 2,075 1,925 0.3 %(3) (6) (7) (20)
1,970 2,075 1,925 
Murphy Midco LimitedMedia, Diversified & ProductionFirst Lien Senior Secured Term LoanSONIA + 5.00%, 8.2% Cash11/2011/271,211 1,270 1,189 0.2 %(3) (6) (7) (19)
1,211 1,270 1,189 
Music Reports, Inc.Media & EntertainmentFirst Lien Senior Secured Term LoanLIBOR + 5.50%, 9.8% Cash08/2008/265,031 4,950 4,954 0.8 %(6) (7) (8)
5,031 4,950 4,954 
Napa Bidco Pty LtdHealthcareFirst Lien Senior Secured Term LoanBBSY + 6.00%, 9.6% Cash03/2203/287,076 7,323 6,361 1.1 %(3) (6) (7) (22)
7,076 7,323 6,361 

40
Barings Capital Investment Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 2022
(Amounts in thousands, except share amounts)
Portfolio Company (5)
Industry
Investment Type (1)(2)
InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
Narda Acquisitionco., Inc.Aerospace & DefenseFirst Lien Senior Secured Term LoanLIBOR + 5.50%, 10.2% Cash12/2112/27$2,940 $2,897 $2,658 0.4 %(6) (7) (9)
RevolverLIBOR + 5.50%, 10.2% Cash12/2112/2768 59 3 — %(6) (7) (9)
Class A Preferred Stock (2,392.9 shares)N/A12/21N/A239 156 — %(6) (30)
Class B Common Stock (265.9 shares)N/A12/21N/A27 — — %(6) (30)
3,008 3,222 2,817 
Navia Benefit Solutions, Inc.Healthcare & PharmaceuticalsFirst Lien Senior Secured Term LoanLIBOR + 5.25%, 9.6% Cash02/2102/279,259 9,152 9,104 1.5 %(6) (7) (8)
First Lien Senior Secured Term LoanSOFR + 5.25%, 9.6% Cash11/2202/275,914 5,769 5,766 1.0 %(6) (7) (14)
15,173 14,921 14,870 
Nexus Underwriting Management LimitedOther FinancialFirst Lien Senior Secured Term LoanSONIA + 5.25%, 7.4% Cash10/2110/282,486 2,715 2,433 0.4 %(3) (6) (7) (19)
RevolverSONIA + 5.25%, 7.4% Cash10/2104/2394 104 94 — %(3) (6) (7) (19)
2,580 2,819 2,527 
Northstar Recycling, LLCEnvironmental IndustriesFirst Lien Senior Secured Term LoanLIBOR + 4.75%, 9.5% Cash10/2109/273,955 3,890 3,908 0.6 %(6) (7) (9)
3,955 3,890 3,908 
Novotech Aus Bidco Pty LtdHealthcareFirst Lien Senior Secured Term LoanBBSY + 5.25%, 8.8% Cash01/2201/283,222 3,386 3,145 0.5 %(3) (6) (7) (22)
First Lien Senior Secured Term LoanSOFR + 5.75%, 9.6% Cash01/2201/283,479 3,392 3,371 0.6 %(3) (6) (7) (16)
6,701 6,778 6,516 
NPM Investments 28 B.V.HealthcareFirst Lien Senior Secured Term LoanEURIBOR + 6.25%, 8.5% Cash09/2210/292,143 1,904 2,084 0.3 %(3) (6) (7) (12)
2,143 1,904 2,084 
OA Buyer, Inc.HealthcareFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 10.1% Cash12/2112/286,583 6,466 6,481 1.1 %(6) (7) (8)
RevolverLIBOR + 5.75%, 10.1% Cash12/2112/28— (23)(21)— %(6) (7) (8)
Partnership Units (210,920.11 units)N/A12/21N/A211 226 — %(6) (30)
6,583 6,654 6,686 
OAC Holdings I CorpAutomotiveFirst Lien Senior Secured Term LoanSOFR + 5.00%, 10.0% Cash03/2203/291,810 1,778 1,783 0.3 %(6) (7) (16)
RevolverSOFR + 5.00%, 10.0% Cash03/2203/28382 370 371 0.1 %(6) (7) (15)
2,192 2,148 2,154 
OG III B.V.Containers & Glass ProductsFirst Lien Senior Secured Term LoanEURIBOR + 5.75%, 7.9% Cash06/2106/286,614 7,239 6,475 1.1 %(3) (6) (7) (12)
6,614 7,239 6,475 
Omni Intermediate Holdings, LLCTransportationFirst Lien Senior Secured Term LoanSOFR + 5.00%, 9.7% Cash12/2012/268,294 8,229 8,116 1.3 %(6) (7) (15)
8,294 8,229 8,116 
Oracle Vision Bidco LimitedHealthcareFirst Lien Senior Secured Term LoanSONIA + 4.75%, 7.7% Cash06/2105/281,276 1,461 1,276 0.2 %(3) (6) (7) (19)
1,276 1,461 1,276 
Origin Bidco LimitedTechnologyFirst Lien Senior Secured Term LoanEURIBOR + 5.75%, 7.7% Cash06/2106/28354 395 342 0.1 %(3) (6) (7) (12)
First Lien Senior Secured Term LoanLIBOR + 5.75%, 10.5% Cash06/2106/28597 584 577 0.1 %(3) (6) (7) (9)
951 979 919 

41
Barings Capital Investment Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 2022
(Amounts in thousands, except share amounts)
Portfolio Company (5)
Industry
Investment Type (1)(2)
InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
OSP Hamilton Purchaser, LLCTechnologyFirst Lien Senior Secured Term LoanLIBOR + 6.00%, 10.2% Cash12/2112/27$2,258 $2,219 $2,190 0.4 %(6) (7) (9)
First Lien Senior Secured Term LoanSOFR + 6.00%, 10.5% Cash12/2212/272,274 2,206 2,206 0.4 %(6) (7) (15)
RevolverLIBOR + 6.00%, 10.2% Cash12/2112/27— (3)(6)— %(6) (7) (9)
LP Units (60,040 units)N/A07/22N/A208 221 — %(6) (30)
4,532 4,630 4,611 
Panoche Energy Center LLCElectricFirst Lien Senior Secured Bond6.9% Cash07/2207/294,924 4,430 4,628 0.8 %(6)
4,924 4,430 4,628 
PDQ.Com CorporationBusiness Equipment & ServicesFirst Lien Senior Secured Term LoanLIBOR + 4.75%, 9.4% Cash08/2108/2712,792 12,606 12,643 2.1 %(6) (7) (9)
Class A-2 Partnership Units (286.4 units)N/A08/21N/A86 124 — %(6) (30)
12,792 12,692 12,767 
Perimeter Master Note Business TrustCredit Card ABSStructured Secured Note - Class A4.7% Cash05/2205/27137 137 124 — %(3) (6)
Structured Secured Note - Class B5.4% Cash05/2205/27137 137 122 — %(3) (6)
Structured Secured Note - Class C5.9% Cash05/2205/27137 137 118 — %(3) (6)
Structured Secured Note - Class D8.5% Cash05/2205/27137 137 119 — %(3) (6)
Structured Secured Note - Class E11.4% Cash05/2205/276,986 6,986 6,143 1.0 %(3) (6)
7,534 7,534 6,626 
Permaconn BidCo Pty LtdTele-
communications		First Lien Senior Secured Term LoanBBSY + 6.00%, 9.1% Cash12/2112/274,884 5,037 4,795 0.8 %(3) (6) (7) (21)
4,884 5,037 4,795 
Polara Enterprises, L.L.C.Capital EquipmentFirst Lien Senior Secured Term LoanLIBOR + 4.75%, 9.6% Cash12/2112/272,100 2,065 2,066 0.3 %(6) (7) (9)
RevolverLIBOR + 4.75%, 9.6% Cash12/2112/27— (4)(4)— %(6) (7) (9)
Partnership Units (3,704.3 units)N/A12/21N/A370 412 0.1 %(6) (30)
2,100 2,431 2,474 
Policy Services Company, LLCProperty & Casualty InsuranceFirst Lien Senior Secured Term LoanLIBOR + 6.00%, 8.8% Cash, 4.0% PIK12/2106/2620,779 20,298 20,299 3.4 %(6) (7) (9)
Warrants - Class A (1.0710 units)N/A12/21N/A— 183 — %(6) (30)
Warrants - Class B (0.3614 units)N/A12/21N/A— 62 — %(6) (30)
Warrants - Class CC (0.0372 units)N/A12/21N/A— — — %(6) (30)
Warrants - Class D (0.1035 units)N/A12/21N/A— 18 — %(6) (30)
20,779 20,298 20,562 
Premium Franchise Brands, LLCResearch & Consulting ServicesFirst Lien Senior Secured Term LoanLIBOR + 6.25%, 9.9% Cash12/2012/2611,815 11,632 11,661 1.9 %(6) (7) (9)
11,815 11,632 11,661 
Premium InvestBrokerage, Asset Managers & ExchangesFirst Lien Senior Secured Term LoanEURIBOR + 5.75%, 8.5% Cash06/2106/285,550 6,017 5,550 0.9 %(3) (6) (7) (13)
5,550 6,017 5,550 
Preqin MC LimitedBanking, Finance, Insurance & Real EstateFirst Lien Senior Secured Term LoanLIBOR + 5.25%, 8.6% Cash08/2107/283,147 3,068 3,068 0.5 %(3) (6) (7) (10)
3,147 3,068 3,068 

42
Barings Capital Investment Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 2022
(Amounts in thousands, except share amounts)
Portfolio Company (5)
Industry
Investment Type (1)(2)
InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
ProfitOptics, LLCTechnologyFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 9.6% Cash03/2203/28$659 $648 $650 0.1 %(6) (7) (10)
RevolverLIBOR + 5.75%, 9.6% Cash03/2203/28— (3)(3)— %(6) (7) (10)
Second Lien Senior Subordinated Term Loan8.0% Cash03/2203/2932 32 30 — %(6)
LLC Units (96,774.2 units)N/A03/22N/A65 69 — %(6) (30)
691 742 746 
Protego Bidco B.V.Aerospace & DefenseFirst Lien Senior Secured Term LoanEURIBOR + 6.00%, 7.7% Cash03/2103/28347 375 326 0.1 %(3) (6) (7) (13)
RevolverEURIBOR + 5.25%, 7.1% Cash03/2103/27724 788 699 0.1 %(3) (6) (7) (13)
1,071 1,163 1,025 
PSP Intermediate 4, LLCTechnologyFirst Lien Senior Secured Term LoanEURIBOR + 5.25%, 7.3% Cash05/2205/29872 825 829 0.1 %(3) (6) (7) (12)
First Lien Senior Secured Term LoanLIBOR + 5.25%, 10.0% Cash05/2205/29866 844 842 0.1 %(3) (6) (7) (9)
1,738 1,669 1,671 
QPE7 SPV1 BidCo Pty LtdConsumer CyclicalFirst Lien Senior Secured Term LoanBBSY + 5.50%, 8.6% Cash09/2109/262,867 3,004 2,792 0.5 %(3) (6) (7) (20)
2,867 3,004 2,792 
Questel UniteBusiness ServicesFirst Lien Senior Secured Term LoanEURIBOR + 6.25%, 8.5% Cash12/2012/272,302 2,452 2,155 0.4 %(3) (6) (7) (12)
First Lien Senior Secured Term LoanLIBOR + 6.25%, 11.0% Cash12/2012/27367 363 357 0.1 %(3) (6) (7) (9)
2,669 2,815 2,512 
R1 Holdings, LLCTransportationFirst Lien Senior Secured Term LoanSOFR + 6.25%, 10.8% Cash12/2212/285,152 4,937 4,937 0.8 %(6) (7) (15)
RevolverSOFR + 6.25%, 10.8% Cash12/2212/28236 201 201 — %(6) (7) (15)
5,388 5,138 5,138 
Randys Holdings, Inc.Automobile ManufacturersFirst Lien Senior Secured Term LoanSOFR + 6.50%, 10.6% Cash11/2210/289,928 9,545 9,531 1.6 %(6) (7) (15)
RevolverSOFR + 6.50%, 10.6% Cash11/2210/28220 179 178 — %(6) (7) (15)
Partnership Units (4,000 units)N/A11/22N/A400 400 0.1 %(6) (30)
10,148 10,124 10,109 
Recovery Point Systems, Inc.TechnologyFirst Lien Senior Secured Term LoanLIBOR + 6.50%, 10.3% Cash08/2007/265,007 4,942 4,947 0.8 %(6) (7) (9)
Partnership Equity (81,313 units)N/A03/21N/A81 54 — %(6) (30)
5,007 5,023 5,001 
Renovation Parent Holdings, LLCHome FurnishingsFirst Lien Senior Secured Term LoanLIBOR + 5.50%, 10.1% Cash11/2111/277,622 7,463 7,225 1.2 %(6) (7) (9)
Partnership Equity (394,736.8 units)N/A11/21N/A395 304 — %(6) (30)
7,622 7,858 7,529 
REP SEKO MERGER SUB LLCAir Freight & LogisticsFirst Lien Senior Secured Term LoanEURIBOR + 4.75%, 6.6% Cash12/2012/266,926 7,430 6,839 1.1 %(6) (7) (11)
First Lien Senior Secured Term LoanEURIBOR + 4.75%, 6.6% Cash06/2212/262,070 2,003 2,044 0.3 %(6) (7) (11)
First Lien Senior Secured Term LoanLIBOR + 4.75%, 9.5% Cash12/2012/261,566 1,532 1,542 0.3 %(6) (7) (9)
10,562 10,965 10,425 
Resonetics, LLCHealth Care EquipmentSecond Lien Senior Secured Term LoanLIBOR + 7.00%, 11.7% Cash04/2104/291,859 1,827 1,820 0.3 %(6) (7) (9)
1,859 1,827 1,820 
43
Barings Capital Investment Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 2022
(Amounts in thousands, except share amounts)
Portfolio Company (5)
Industry
Investment Type (1)(2)
InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
Reward Gateway (UK) LtdPrecious Metals & MineralsFirst Lien Senior Secured Term LoanSONIA + 6.25%, 8.4% Cash08/2106/28$6,091 $6,834 $5,992 1.0 %(3) (6) (7) (19)
6,091 6,834 5,992 
Riedel Beheer B.V.Food & BeverageFirst Lien Senior Secured Term LoanEURIBOR + 6.25%, 8.5% Cash12/2112/282,213 2,248 2,162 0.4 %(3) (6) (7) (12)
2,213 2,248 2,162 
Royal Buyer, LLCIndustrial OtherFirst Lien Senior Secured Term LoanSOFR + 6.00%, 10.4% Cash08/2208/285,522 5,395 5,404 0.9 %(6) (7) (15)
RevolverSOFR + 6.00%, 10.4% Cash08/2208/28204 187 188 — %(6) (7) (15)
5,726 5,582 5,592 
RPX CorporationResearch & Consulting ServicesFirst Lien Senior Secured Term LoanLIBOR + 5.50%, 9.9% Cash10/2010/2515,012 14,781 14,712 2.4 %(6) (7) (9)
15,012 14,781 14,712 
Safety Products Holdings, LLCNon-durable Consumer GoodsFirst Lien Senior Secured Term LoanLIBOR + 6.00%, 11.2% Cash12/2012/264,827 4,750 4,763 0.8 %(6) (7) (9)
First Lien Senior Secured Term LoanLIBOR + 6.00%, 11.2% Cash12/2009/23143 122 109 — %(6) (7) (9)
Preferred Stock (84.8 shares)N/A12/20N/A85 105 — %(6) (30)
4,970 4,957 4,977 
Sanoptis S.A.R.L.Healthcare & PharmaceuticalsFirst Lien Senior Secured Term LoanEURIBOR + 5.50%, 8.2% Cash06/2207/291,001 868 917 0.1 %(3) (6) (7) (13)
First Lien Senior Secured Term LoanSARON + 5.50%, 5.9% Cash06/2207/29417 390 406 0.1 %(3) (6) (7) (26)
1,418 1,258 1,323 
Scaled Agile, Inc.Research & Consulting ServicesFirst Lien Senior Secured Term LoanSOFR + 5.50%, 10.2% Cash12/2112/281,735 1,701 1,716 0.3 %(6) (7) (15)
RevolverSOFR + 5.50%, 10.2% Cash12/2112/28— (6)(3)— %(6) (7) (15)
1,735 1,695 1,713 
Scout Bidco B.V.Diversified ManufacturingFirst Lien Senior Secured Term LoanEURIBOR + 6.00%, 8.0% Cash05/2203/293,243 3,143 3,155 0.5 %(3) (6) (7) (12)
RevolverEURIBOR + 6.00%, 8.0% Cash05/2203/29— (12)(10)— %(3) (6) (7) (12)
3,243 3,131 3,145 
Sereni Capital NVConsumer CyclicalFirst Lien Senior Secured Term LoanEURIBOR + 5.75%, 8.2% Cash05/2211/28358 331 348 0.1 %(3) (6) (7) (13)
First Lien Senior Secured Term LoanEURIBOR + 5.75%, 8.2% Cash05/2205/29490 479 479 0.1 %(3) (6) (7) (13)
848 810 827 
Serta Simmons Bedding LLCHome FurnishingsSuper Priority Second OutLIBOR + 7.50%, 12.3% Cash09/2008/231,955 1,870 890 0.1 %(7) (9)
1,955 1,870 890 
Shelf Bidco LtdOther FinancialFirst Lien Senior Secured Term LoanSOFR + 6.00%, 10.7% Cash12/2201/3017,400 16,860 16,860 2.8 %(3) (6) (7) (15)
Common Stock (600,000 shares)N/A12/22N/A600 600 0.1 %(3) (6) (30)
17,400 17,460 17,460 
SISU ACQUISITIONCO., INC.Aerospace & DefenseFirst Lien Senior Secured Term LoanLIBOR + 5.50%, 10.2% Cash12/2012/264,900 4,831 4,503 0.7 %(6) (7) (9)
4,900 4,831 4,503 
Smartling, Inc.TechnologyFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 10.1% Cash11/2110/278,153 7,997 7,966 1.3 %(6) (7) (8)
RevolverLIBOR + 5.75%, 10.1% Cash11/2110/27— (10)(12)— %(6) (7) (9)
8,153 7,987 7,954 

44
Barings Capital Investment Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 2022
(Amounts in thousands, except share amounts)
Portfolio Company (5)
Industry
Investment Type (1)(2)
InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
SN BUYER, LLCHealth Care ServicesFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 10.0% Cash12/2012/26$4,567 $4,502 $4,494 0.7 %(6) (7) (9)
First Lien Senior Secured Term LoanSOFR + 5.75%, 10.3% Cash11/2212/261,932 1,894 1,893 0.3 %(6) (7) (15)
6,499 6,396 6,387 
Soho Square III Debtco II SARLDiversified Capital MarketsFirst Lien Senior Secured Term Loan9.5% PIK10/2210/273,759 3,451 3,744 0.6 %(3) (6)
3,759 3,451 3,744 
Solo Buyer, L.P.TechnologyFirst Lien Senior Secured Term LoanSOFR + 6.25%, 10.4% Cash12/2212/2913,564 13,228 13,225 2.2 %(6) (7) (15)
RevolverSOFR + 6.25%, 10.4% Cash12/2212/28— (30)(30)— %(6) (7) (15)
Partnership Units (309,839 units)N/A12/22N/A310 310 0.1 %(6) (30)
13,564 13,508 13,505 
Sparus Holdings, LLC (f/k/a Sparus Holdings, Inc.)Other UtilityFirst Lien Senior Secured Term LoanSOFR + 5.00%, 9.6% Cash11/2203/271,674 1,623 1,621 0.3 %(6) (7) (15)
RevolverSOFR + 5.00%, 9.6% Cash11/2203/27— (3)(4)— %(6) (7) (15)
1,674 1,620 1,617 
Spatial Business Systems LLCElectricFirst Lien Senior Secured Term LoanSOFR + 5.50%, 9.7% Cash10/2210/283,047 2,883 2,877 0.5 %(6) (7) (14)
RevolverSOFR + 5.50%, 9.7% Cash10/2210/28— (17)(18)— %(6) (7) (14)
3,047 2,866 2,859 
SSCP Pegasus Midco LimitedHealthcare & PharmaceuticalsFirst Lien Senior Secured Term LoanSONIA + 6.50%, 9.4% Cash12/2011/27461 464 442 0.1 %(3) (6) (7) (18)
461 464 442 
Starnmeer B.V.TechnologyFirst Lien Senior Secured Term LoanLIBOR + 6.30%, 10.7% Cash10/2104/274,640 4,583 4,597 0.8 %(3) (6) (7) (9)
4,640 4,583 4,597 
Superjet Buyer, LLCTechnologyFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 10.5% Cash12/2112/2716,364 16,082 16,135 2.7 %(6) (7) (9)
RevolverLIBOR + 5.75%, 10.5% Cash12/2112/27— (24)(20)— %(6) (7) (9)
16,364 16,058 16,115 
Syniverse Holdings, Inc.Technology DistributorsSeries A Preferred Equity (7,575,758 units)12.5% PIK05/22N/A7,945 6,515 1.1 %(6)
7,945 6,515 
Syntax Systems LtdTechnologyFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 10.1% Cash11/2110/284,116 4,076 3,843 0.6 %(3) (6) (7) (8)
RevolverLIBOR + 5.75%, 10.1% Cash11/2110/26398 394 367 0.1 %(3) (6) (7) (8)
4,514 4,470 4,210 
TA SL Cayman Aggregator Corp.TechnologySubordinated Term Loan7.8% PIK07/2107/281,008 993 978 0.2 %(6)
Common Stock (736 shares)N/A07/21N/A23 28 — %(6) (30)
1,008 1,016 1,006 
Tank Holding CorpMetal & Glass ContainersFirst Lien Senior Secured Term LoanSOFR + 5.75%, 10.2% Cash03/2203/287,327 7,179 7,181 1.2 %(6) (7) (14)
RevolverSOFR + 5.75%, 10.2% Cash03/2203/28109 96 96 — %(6) (7) (14)
7,436 7,275 7,277 
Tanqueray Bidco LimitedTechnologyFirst Lien Senior Secured Term LoanSONIA + 6.25%, 8.4% Cash11/2211/291,632 1,486 1,557 0.3 %(3) (6) (7) (18)
1,632 1,486 1,557 

45
Barings Capital Investment Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 2022
(Amounts in thousands, except share amounts)
Portfolio Company (5)
Industry
Investment Type (1)(2)
InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
Techone B.V.TechnologyFirst Lien Senior Secured Term LoanEURIBOR + 5.50%,7.9% Cash11/2111/28$2,905 $2,984 $2,772 0.5 %(3) (6) (7) (12)
RevolverEURIBOR + 5.50%, 7.9% Cash11/2105/2891 89 84 — %(3) (6) (7) (12)
2,996 3,073 2,856 
Tencarva Machinery Company, LLCCapital EquipmentFirst Lien Senior Secured Term LoanLIBOR + 5.00%, 9.7% Cash12/2112/23588 579 581 0.1 %(6) (7) (9)
First Lien Senior Secured Term LoanLIBOR + 5.00%, 9.7% Cash12/2112/273,620 3,566 3,579 0.6 %(6) (7) (9)
RevolverLIBOR + 5.00%, 9.7% Cash12/2112/27— (11)(9)— %(6) (7) (9)
4,208 4,134 4,151 
Terrybear, Inc.Consumer ProductsSubordinated Term Loan10.0% Cash, 4.0% PIK04/2204/28263 259 259 — %(6)
Partnership Equity (24,358.97 units)N/A04/22N/A239 255 — %(6) (30)
263 498 514 
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)Brokerage, Asset Managers & ExchangesFirst Lien Senior Secured Term LoanLIBOR + 4.25%, 9.0% Cash10/2112/27807 750 769 0.1 %(6) (7) (9)
RevolverLIBOR + 4.25%, 9.0% Cash10/2112/27— (12)(9)— %(6) (7) (9)
Subordinated Term LoanLIBOR + 7.75%, 12.7% Cash10/2110/283,297 3,242 3,254 0.5 %(6) (7) (10)
4,104 3,980 4,014 
The Cleaver-Brooks Company, Inc.Industrial EquipmentFirst Lien Senior Secured Term LoanSOFR + 5.75%, 10.1% Cash07/2207/2813,238 12,963 12,990 2.1 %(6) (7) (14)
Subordinated Term Loan11.0% PIK07/2207/292,828 2,768 2,774 0.5 %(6)
16,066 15,731 15,764 
The Octave Music Group, Inc.Media: Diversified & ProductionSecond Lien Senior Secured Term LoanSOFR + 7.50%, 12.1% Cash04/2204/307,569 7,428 7,448 1.2 %(6) (7) (15)
Partnership Equity (409,153.1 units)N/A04/22N/A409 616 0.1 %(6) (30)
7,569 7,837 8,064 
Trader CorporationTechnologyFirst Lien Senior Secured Term LoanCDOR + 6.75%, 11.6% Cash12/2212/292,300 2,225 2,243 0.4 %(3) (6) (7) (23)
RevolverCDOR + 6.75%, 11.6% Cash12/2212/28— (4)(4)— %(3) (6) (7) (23)
2,300 2,221 2,239 
Trident Maritime Systems, Inc.Aerospace & DefenseFirst Lien Senior Secured Term LoanLIBOR + 4.75%, 9.5% Cash02/2102/2716,739 16,544 16,512 2.7 %(6) (7) (9)
16,739 16,544 16,512 
TSM II Luxco 10 SARLChemical & PlasticsSubordinated Term Loan9.3% PIK03/2203/275,719 5,717 5,559 0.9 %(3) (6) (7)
5,719 5,717 5,559 
TSYL Corporate Buyer, Inc.TechnologyFirst Lien Senior Secured Term LoanSOFR + 4.75%, 9.2% Cash12/2212/28637 591 591 0.1 %(6) (7) (15)
RevolverSOFR + 4.75%, 9.2% Cash12/2212/28— (4)(4)— %(6) (7) (15)
Partnership Units (4,673 units)N/A12/22N/A5 5 — %(6) (30)
637 592 592 
Turbo Buyer, Inc.Finance CompaniesFirst Lien Senior Secured Term LoanLIBOR + 6.00%, 10.7% Cash11/2112/258,156 8,020 7,901 1.3 %(6) (7) (9)
8,156 8,020 7,901 
Turnberry Solutions, Inc.Consumer CyclicalFirst Lien Senior Secured Term LoanSOFR + 6.25%, 9.2% Cash07/2109/267,937 7,818 7,818 1.3 %(6) (7) (15)
7,937 7,818 7,818 
46
Barings Capital Investment Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 2022
(Amounts in thousands, except share amounts)
Portfolio Company (5)
Industry
Investment Type (1)(2)
InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
UKFast Leaders LimitedTechnologyFirst Lien Senior Secured Term LoanSONIA + 7.25%, 10.8% Cash09/2009/27$1,003 $1,049 $887 0.1 %(3) (6) (7) (18)
1,003 1,049 887 
Union Bidco LimitedHealthcareFirst Lien Senior Secured Term LoanSONIA + 5.75%, 9.2% Cash06/2206/29882 870 847 0.1 %(3) (6) (7) (18)
882 870 847 
United Therapy Holding III GmbHHealthcareFirst Lien Senior Secured Term LoanEURIBOR + 5.50%, 8.3% Cash04/2203/291,230 1,184 1,180 0.2 %(3) (6) (7) (13)
1,230 1,184 1,180 
Utac CeramBusiness ServicesFirst Lien Senior Secured Term LoanEURIBOR + 6.00%, 8.2% Cash09/2009/27747 825 740 0.1 %(3) (6) (7) (12)
First Lien Senior Secured Term LoanLIBOR + 5.25%, 8.9% Cash02/2109/27364 364 360 0.1 %(3) (6) (7) (9)
1,111 1,189 1,100 
Victoria Bidco LimitedIndustrial MachineryFirst Lien Senior Secured Term LoanSONIA + 6.50%, 7.7% Cash03/2201/297,041 7,694 6,844 1.1 %(3) (6) (7) (19)
First Lien Senior Secured Term LoanSONIA + 6.50%, 8.7% Cash03/2201/29722 709 702 0.1 %(3) (6) (7) (18)
7,763 8,403 7,546 
VistaJet Pass Through Trust 2021-1BAirlinesStructured Secured Note - Class B6.3% Cash11/212/299,286 9,286 7,584 1.3 %(6)
9,286 9,286 7,584 
Vital Buyer, LLCTechnologyFirst Lien Senior Secured Term LoanLIBOR + 5.50%, 10.2% Cash06/2106/2812,485 12,281 12,485 2.1 %(6) (7) (9)
Partnership Units (16,442.9 units)N/A06/21N/A164 293 — %(6) (30)
12,485 12,445 12,778 
W2O Holdings, Inc.Healthcare TechnologyFirst Lien Senior Secured Term LoanLIBOR + 4.75%, 9.5% Cash10/2006/251,348 1,334 1,335 0.2 %(6) (7) (9)
1,348 1,334 1,335 
Wheels Up Experience IncTransportation ServicesFirst Lien Senior Secured Term Loan12.0% Cash10/2204/319,000 8,648 8,768 1.5 %(6)
9,000 8,648 8,768 
Willis Engine Structured Trust VIStructured FinanceStructured Secured Note - Series 2021-1 Class C7.4% Cash05/2105/462,163 2,163 1,767 0.3 %
2,163 2,163 1,767 
Woodland Foods, LLCFood & BeverageFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 10.5% Cash12/2112/273,336 3,279 2,992 0.5 %(6) (7) (9)
RevolverLIBOR + 5.75%, 10.5% Cash12/2112/27835 817 727 0.1 %(6) (7) (9)
Common Stock (777.3 shares)N/A12/21N/A777 473 0.1 %(6) (30)
4,171 4,873 4,192 
WWEC Holdings III CorpCapital GoodsFirst Lien Senior Secured Term LoanSOFR + 6.00%, 10.6% Cash10/2209/285,390 5,233 5,226 0.9 %(6) (7) (15)
RevolverSOFR + 6.00%, 10.6% Cash10/2209/28419 397 396 0.1 %(6) (15)
5,809 5,630 5,622 
Xeinadin Bidco LimitedFinancial OtherFirst Lien Senior Secured Term LoanSONIA + 5.25%, 8.2% Cash05/2205/295,365 5,339 5,188 0.9 %(3) (6) (7) (18)
Subordinated Term Loan11.0% PIK05/2205/291,895 1,889 1,844 0.3 %(3) (6)
Common Stock (177,141 shares)N/A05/22N/A226 220 — %(3) (6) (30)
7,260 7,454 7,252 
47
Barings Capital Investment Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 2022
(Amounts in thousands, except share amounts)
Portfolio Company (5)
Industry
Investment Type (1)(2)
InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
ZB Holdco LLCFood & BeverageFirst Lien Senior Secured Term LoanLIBOR + 4.75%, 9.5% Cash02/2202/28$1,342 $1,311 $1,314 0.2 %(6) (7) (9)
RevolverLIBOR + 4.75%, 9.5% Cash02/2202/28— (7)(6)— %(6) (7) (9)
LLC Units (76.3 unitsN/A02/2202/2876 95 — %(6) (30)
1,342 1,380 1,403 
Zeppelin Bidco LimitedServices: BusinessFirst Lien Senior Secured Term LoanSONIA + 6.25%, 9.2% Cash03/2203/292,910 3,074 2,581 0.4 %(3) (6) (7) (17)
2,910 3,074 2,581 
Subtotal Non–Control / Non–Affiliate Investments (185.1%)1,118,748 1,154,788 1,114,337 
Affiliate Investments: (4)
Banff Partners LPInvestment Funds & Vehicles10% Partnership InterestN/A03/21N/A14,646 14,730 2.4 %(3)
14,646 14,730 
Eclipse Business Capital, LLCBanking, Finance, Insurance & Real EstateSecond Lien Senior Secured Term Loan7.5% Cash07/2107/282,246 2,227 2,246 0.4 %(6)
RevolverLIBOR + 7.25%07/2107/282,605 2,552 2,605 0.4 %(6) (8)
LLC Units (44,197,541 units)N/A07/21N/A46,065 66,738 11.1 %(6)
4,851 50,844 71,589 
Thompson Rivers LLCInvestment Funds & Vehicles6.6% Member InterestN/A06/20N/A18,769 12,537 2.1 %
18,769 12,537 
Waccamaw River LLCInvestment Funds & Vehicles20% Member InterestN/A02/21N/A22,556 20,212 3.4 %(3)
22,556 20,212 
Subtotal Affiliate Investments (19.8%)4,851 106,815 119,068 
Total Investments, December 31, 2022 (204.9%)*$1,123,599 $1,261,603 $1,233,405 
48
Barings Capital Investment Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 2022
(Amounts in thousands, except share amounts)
Foreign Currency Forward Contracts:
DescriptionNotional Amount to be PurchasedNotional Amount to be SoldCounterpartySettlement DateUnrealized Appreciation (Depreciation)
Foreign currency forward contract (AUD)A$39,294$26,337BNP Paribas SA01/09/23$408 
Foreign currency forward contract (AUD)A$2,000$1,374HSBC Bank USA01/09/23(12)
Foreign currency forward contract (AUD)$26,835A$41,294HSBC Bank USA01/09/23(1,272)
Foreign currency forward contract (AUD)$26,797A$39,836BNP Paribas SA04/11/23(420)
Foreign currency forward contract (CAD)$6,033$4,435HSBC Bank USA01/09/2323 
Foreign currency forward contract (CAD)$4,428$6,033HSBC Bank USA01/09/23(29)
Foreign currency forward contract (CAD)$4,301$5,844HSBC Bank USA04/11/23(22)
Foreign currency forward contract (DKK)3,720kr.$531Fifth Third Bank01/09/234 
Foreign currency forward contract (DKK)$4943,720kr.HSBC Bank USA01/09/23(42)
Foreign currency forward contract (DKK)$5423,770kr.Fifth Third Bank04/11/23(4)
Foreign currency forward contract (EUR)€83,782$88,963BNP Paribas SA01/09/23711 
Foreign currency forward contract (EUR)$82,670€83,782HSBC Bank USA01/09/23(7,005)
Foreign currency forward contract (EUR)$91,411€85,552BNP Paribas SA04/11/23(734)
Foreign currency forward contract (GBP)£19,224$23,352HSBC Bank USA01/09/23(132)
Foreign currency forward contract (GBP)$21,343£19,224HSBC Bank USA01/09/23(1,878)
Foreign currency forward contract (GBP)$19,375£16,013HSBC Bank USA04/11/23(9)
Foreign currency forward contract (NZD)NZ$9,080$5,707Fifth Third Bank01/09/2353 
Foreign currency forward contract (NZD)NZ$3,000$1,936HSBC Bank USA01/09/23(33)
Foreign currency forward contract (NZD)$6,701NZ$11,738BNP Paribas SA01/09/23(745)
Foreign currency forward contract (NZD)$213NZ$342HSBC Bank USA01/09/23(4)
Foreign currency forward contract (NZD)$5,747NZ$9,139Fifth Third Bank04/11/23(54)
Foreign currency forward contract (NOK)kr19,278$1,960Fifth Third Bank01/09/23— 
Foreign currency forward contract (NOK)$1,767kr18,890BNP Paribas SA01/09/23(153)
Foreign currency forward contract (NOK)$39kr388HSBC Bank USA01/09/23— 
Foreign currency forward contract (NOK)$1,970kr19,301Fifth Third Bank04/11/23— 
Foreign currency forward contract (NOK)$74kr725HSBC Bank USA04/11/23— 
Foreign currency forward contract (CHF)1,423Fr.$1,537HSBC Bank USA01/09/233 
Foreign currency forward contract (CHF)$1,2621,223Fr.BNP Paribas SA01/09/23(62)
Foreign currency forward contract (CHF)$206200Fr.HSBC Bank USA01/09/23(10)
Foreign currency forward contract (CHF)$1,5521,422Fr.HSBC Bank USA04/11/23(2)
Total Foreign Currency Forward Contracts, December 31, 2022$(11,420)
*    Fair value as a percentage of net assets.
(1)All debt investments are income producing, unless otherwise noted. The Board the Company determinedAdviser determines in good faith that all investments were valued atthe fair value of the Company’s investments in accordance with a valuation policy and processes established by the Company’s valuation policies and proceduresAdviser, which have been approved by the Board, 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.Act. 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,NIBOR, 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 December 31, 20212022 represented 178.1%204.9% 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%25.8% of total investments at fair value as of December 31, 2021.2022. 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'sCompany’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"“Affiliate Investments” for the year ended December 31, 20212022 were as follows:
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 CompanyType of Investment(a)
Banff Partners LP10% 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 LLC6.5% Member Interest— 32,287 — — 2,606 $34,893 2,621 
— 32,287 — — 2,606 34,893 2,621 
Waccamaw River LLC20% 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 
49
Barings Capital Investment Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 2022
(Amounts in thousands, except share amounts)
December 31, 2021
Value		Gross Additions
(a)		Gross Reductions (b)Amount of Realized Gain (Loss)Amount of Unrealized Gain (Loss)December 31, 2022
Value		Amount of Interest or Dividends Credited to Income(c)
Portfolio CompanyType of Investment
Banff Partners LP10% Partnership Interest$12,859 $2,000 $— $— $(129)$14,730 $940 
12,859 2,000 — — (129)14,730 940 
Eclipse Business Capital, LLC (d)Second Lien Senior Secured Term Loan (7.5% Cash)2,341 3 — — (98)2,246 169 
Revolver (LIBOR + 7.25%)898 2,615 (899)— (9)2,605 239 
LLC Units (44,197,541 units)45,789 1,669 — — 19,280 66,738 5,546 
49,028 4,287 (899)— 19,173 71,589 5,954 
Thompson Rivers LLC6.6% Member Interest34,893 31 (13,549)— (8,838)12,537 3,775 
34,893 31 (13,549)— (8,838)12,537 3,775 
Waccamaw River LLC20% Member Interest13,501 8,800 (39)39 (2,089)20,212 1,850 
13,501 8,800 (39)39 (2,089)20,212 1,850 
Total Affiliate Investments$110,281 $15,118 $(14,487)$39 $8,117 $119,068 $12,519 
(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)(b)     Gross reductions include decreases in the total cost basis of investments resulting from principal repayments, or sales.sales and return of capital.
(d)(c)    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)(d) 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").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, 20212022 was 0.10125%4.39157%.
(9)The interest rate on these loans is subject to 3 Month LIBOR, which as of December 31, 20212022 was 0.20913%4.76729%.
(10)The interest rate on these loans is subject to 6 Month LIBOR, which as of December 31, 20212022 was 0.33875%5.13886%.
(11)The interest rate on these loans is subject to 31 Month GBP LIBOR,EURIBOR, which as of December 31, 20212022 was 0.26225%1.88400%.
(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, 20212022 was -0.58300%2.13200%.
(14)(13)The interest rate on these loans is subject to 6 Month EURIBOR, which as of December 31, 20212022 was -0.54600%2.69300%.
40
Barings Capital Investment Corporation
Consolidated Schedule(14)The interest rate on these loans is subject to 1 Month SOFR, which as of Investments — (Continued)
December 31, 20212022 was 4.35806%.
(Amounts in thousands, except share amounts)
(15)The interest rate on these loans is subject to 3 Month SOFR, which as of December 31, 2022 was 4.58745%.
(15)(16)The interest rate on these loans is subject to 6 Month SOFR, which as of December 31, 2022 was 4.78131%.
(17)The interest rate on these loans is subject to 1 Month SONIA, which as of December 31, 2022 was 3.43570%.
(18)The interest rate on these loans is subject to 3 Month SONIA, which as of December 31, 20212022 was 0.33830%3.75470%.
(16)(19)The interest rate on these loans is subject to 6 Month SONIA, which as of December 31, 20212022 was 0.49870%4.09490%.
(17)(20)The interest rate on these loans is subject to 1 Month BBSY, which as of December 31, 20212022 was 0.01500%3.01500%.
(18)(21)The interest rate on these loans is subject to 3 Month BBSY, which as of December 31, 20212022 was 0.06770%3.26470%.
(19)(22)The interest rate on these loans is subject to 6 Month BBSY, which as of December 31, 2022 was 3.76500%.
(23)The interest rate on these loans is subject to 1 Month CDOR, which as of December 31, 2022 was 4.73750%.
(24)The interest rate on these loans is subject to 3 Month CDOR, which as of December 31, 20212022 was 0.51750%4.93500%.
(20)(25)The interest rate on these loans is subject to 3 Month SOFR,BKBM, which as of December 31, 20212022 was 0.09125%4.53000%.
(21)(26)The interest rate on these loans is subject to 6 Month SOFR,SARON, which as of December 31, 20212022 was 0.19947%0.942120%.

(27)The interest rate on these loans is subject to 1 Month NIBOR, which as of December 31, 2022 was 3.04000%.
(28)The interest on these loans is subject to Prime, which as of December 31, 2022 was 7.50000%.
(29)Non-accrual investment.
(30)Investment is non-income producing.
See accompanying notes.
4150
Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements


1. ORGANIZATION, BUSINESS, AND 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 $338.4$362.2 billion in assets under management as of September 30, 2022.March 31, 2023.
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"(“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 StatementStatements of Operations.
The accompanying unaudited consolidated financial statementsUnaudited Consolidated Financial Statements are presented in conformity with accounting principles generally accepted in the United States ("(“U.S. GAAP"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.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 statementsUnaudited 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, 2021.2022. 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 statementsUnaudited 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. In
December 2022, the FASB issued Accounting Standards Update 2022-06, Reference Rate Reform (Topic 848): Deferral of the
Sunset Date of Topic 848, which deferred the sunset day of this guidance to December 31, 2024. The Company is currently evaluating the impact of adopting ASU 2020-04this guidance on its consolidated financial statements.
4251
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"“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 September 30, 2022,March 31, 2023, BIIL had approximately £16.5£15.9 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 nine months ended September 30,March 31, 2023 and 2022, the Base Management Fee determined in accordance with the terms of the Advisory Agreement was approximately $0.4 million and $1.2 million, respectively. For the three and nine months ended September 30, 2021, the Base Management Fee determined in accordance with the terms of the Advisory Agreement was approximately $0.2$0.5 million and $0.4 million, respectively. As of September 30, 2022,March 31, 2023, the Base Management Fee of $0.4$0.5 million for the three months ended September 30, 2022March 31, 2023 was unpaid and included in “Base management fees payable” in the accompanying Unaudited Consolidated Balance Sheet. As of December 31, 2021,2022, the Base Management Fee of $0.3$0.4 million for the three months ended December 31, 20212022 was unpaid and included in “Base management fees payable” in the accompanying Consolidated Balance Sheet.
43
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.
52
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
44
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.
53
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.
45
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
54
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 nine months ended September 30,March 31, 2023 and 2022, the Income-Based Fee determined in accordance with the terms of the Advisory Agreement was $2.2$2.7 million and $6.1 million, respectively. For the three and nine months ended September 30, 2021, the Income-Based Fee determined in accordance with the terms of the Advisory Agreement was $1.1 million and $2.2$1.8 million, respectively. As of September 30, 2022,March 31, 2023, the Income-Based Fee of $2.2$2.7 million for the three months ended September 30, 2022March 31, 2023 was unpaid and included in “Incentive management fees payable” in the accompanying Unaudited Consolidated Balance Sheet. As of December 31, 2021,2022, the Incentive-Based Fee of $1.5$0.8 million for the three months ended December 31, 20212022 was unpaid and included in “Incentive management fees payable” in the accompanying Consolidated Balance Sheet.
For the three and nine months ended September 30,March 31, 2023, the Company did not accrue any Capital Gains Fee. For the three months ended March 31, 2022, the Company reduced the Capital Gains Fee accrual by $31,904 and $1.2accrued $0.5 million respectively. For the three and nine months ended September 30, 2021, the Company accrued $0.1 million and $0.8 million, respectively, of Capital Gains Fee. As of September 30, 2022, the Capital Gains Fee of $0.9 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 continues 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"“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'days’ written
46
Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
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).
55
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 SECregistration statements and amendments thereto, prospectus supplements, 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 both the three and nine months ended September 30,March 31, 2023 and 2022, the Company incurred and was invoiced by the Administrator expenses of approximately $0.3 million and $1.0 million, respectively, which amounts are included in “General and administrative expenses” in the accompanying Unaudited Consolidated Statements of Operations. For the three and nine months ended September 30, 2021, the Company incurred and was invoiced by the Administrator expenses of approximately $0.2 million and $0.6 million, respectively, which amounts are included in “General and administrative expenses” in the accompanying Unaudited Consolidated Statements of Operations.million. As of September 30, 2022,March 31, 2023, the administrative expenses of $0.3 million incurred during the three months ended September 30, 2022March 31, 2023 were unpaid and included in “Administrative fees payable” in the accompanying Unaudited Consolidated Balance Sheet. As of December 31, 2021,2022, the administrative expenses of $0.2$0.3 million incurred during the three months ended December 31, 20212022 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 continues 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
47
Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
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.
56
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,products, bonds and other fixed income securities. Structured product investmentsproducts 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)CostPercentage of
Total Portfolio		Fair ValuePercentage of
Total Portfolio		Percentage of
Total
Net Assets		($ in thousands)CostPercentage of
Total Portfolio		Fair ValuePercentage of
Total Portfolio		Percentage of
Total
Net Assets
September 30, 2022:
March 31, 2023:March 31, 2023:
Senior debt and 1st lien notes
Senior debt and 1st lien notes
$829,227 73 %$797,135 72 %130 %
Senior debt and 1st lien notes
$989,709 74 %$962,148 73 %156 %
Subordinated debt and 2nd lien notes
Subordinated debt and 2nd lien notes
124,959 11 120,799 11 20 
Subordinated debt and 2nd lien notes
129,128 10 126,084 10 20 
Structured productsStructured products29,444 3 26,876 2 5 Structured products31,186 2 27,687 2 4 
Equity sharesEquity shares88,180 8 106,199 10 17 Equity shares141,111 10 165,304 12 27 
Equity warrantsEquity warrants70 — 28 — — Equity warrants70 — 491 — — 
Investments in joint venturesInvestments in joint ventures60,922 5 54,914 5 9 Investments in joint ventures52,208 4 43,193 3 7 
$1,132,802 100 %$1,105,951 100 %181 %$1,343,412 100 %$1,324,907 100 %214 %
($ in thousands)($ in thousands)CostPercentage of
Total Portfolio		Fair ValuePercentage of
Total Portfolio		Percentage of
Total
Net Assets		($ in thousands)CostPercentage of
Total Portfolio		Fair ValuePercentage of
Total Portfolio		Percentage of
Total
Net Assets
December 31, 2021:
December 31, 2022:December 31, 2022:
Senior debt and 1st lien notes
Senior debt and 1st lien notes
$618,911 72 %$620,928 72 %128 %
Senior debt and 1st lien notes
$950,985 75 %$920,219 75 %153 %
Subordinated debt and 2nd lien notes
Subordinated debt and 2nd lien notes
91,067 11 92,297 11 19 
Subordinated debt and 2nd lien notes
127,970 10 123,244 10 20 
Structured productsStructured products29,477 3 30,900 3 6 Structured products32,015 3 28,321 2 5 
Equity sharesEquity shares56,431 7 59,601 7 12 Equity shares94,592 8 113,666 9 19 
Equity warrantsEquity warrants68 — 163 — — Equity warrants70 — 476 — — 
Investments in joint venturesInvestments in joint ventures58,689 7 61,253 7 13 Investments in joint ventures55,971 4 47,479 4 8 
$854,643 100 %$865,142 100 %178 %$1,261,603 100 %$1,233,405 100 %205 %
During the three months ended September 30,March 31, 2023, the Company made 10 new investments totaling $36.7 million, made investments in existing portfolio companies totaling $19.8 million and made a $45.0 million equity co-investment alongside certain affiliates in a portfolio company that specializes in providing financing to plaintiff law firms engaged in mass tort and other civil litigation.
During the three months ended March 31, 2022, the Company made 21 new investments totaling $105.5 million and made investments in existing portfolio companies totaling $17.1 million. During the nine months ended September 30, 2022, the Company made 66 new investments totaling $344.5$127.8 million, made investments in existing portfolio companies totaling $86.2$15.9 million and made additional investments in joint venture equity portfolio companies totaling $10.8$8.7 million.
During the three months ended September 30, 2021, the Company made 21 new investments totaling $140.0 million, made investments in existing portfolio companies totaling $27.6 million, made additional investments in a joint venture equity portfolio company totaling $3.8 million and made a $44.4 million equity co-investment alongside certain affiliates in a portfolio company focused on directly originated, senior-secured asset-based loans to middle-market companies. During the nine months ended September 30, 2021, the Company made 64 new investments totaling $486.7 million, made investments in existing portfolio companies totaling $35.2 million, made new joint venture equity investments totaling $52.0 million and made a $44.4 million equity co-investment alongside certain affiliates in a portfolio company focused on directly originated, senior-secured asset-based loans to middle-market companies.
4857
Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Industry Composition
The industry composition of investments at fair value at September 30, 2022March 31, 2023 and December 31, 2021, excluding short-term investments,2022 was as follows:
($ in thousands)($ in thousands)September 30, 2022December 31, 2021($ in thousands)March 31, 2023December 31, 2022
Aerospace and DefenseAerospace and Defense$57,327 5.2 %$48,271 5.6 %Aerospace and Defense$83,183 6.3 %$69,976 5.7 %
AutomotiveAutomotive4,439 0.4 11,826 1.4 Automotive17,203 1.3 16,920 1.4 
Banking, Finance, Insurance and Real EstateBanking, Finance, Insurance and Real Estate128,124 11.6 99,003 11.5 Banking, Finance, Insurance and Real Estate206,517 15.6 164,399 13.3 
Beverage, Food and TobaccoBeverage, Food and Tobacco38,590 3.5 42,795 4.9 Beverage, Food and Tobacco37,680 2.8 37,156 3.0 
Capital EquipmentCapital Equipment28,679 2.6 17,630 2.0 Capital Equipment52,126 3.9 42,407 3.4 
Chemicals, Plastics, and RubberChemicals, Plastics, and Rubber26,997 2.4 19,202 2.2 Chemicals, Plastics, and Rubber27,910 2.1 28,445 2.3 
Construction and BuildingConstruction and Building8,909 0.8 9,073 1.1 Construction and Building10,189 0.8 10,146 0.8 
Consumer Goods: DurableConsumer Goods: Durable22,869 2.0 12,478 1.4 Consumer Goods: Durable22,198 1.7 22,888 1.9 
Consumer Goods: Non-durableConsumer Goods: Non-durable8,805 0.8 9,207 1.1 Consumer Goods: Non-durable9,132 0.7 9,078 0.7 
Containers, Packaging and GlassContainers, Packaging and Glass22,930 2.1 8,150 0.9 Containers, Packaging and Glass21,265 1.6 23,430 1.9 
Energy: Oil and GasEnergy: Oil and Gas2,742 0.2 3,146 0.4 Energy: Oil and Gas2,597 0.2 2,742 0.2 
Environmental IndustriesEnvironmental Industries28,886 2.6 7,906 0.9 Environmental Industries29,489 2.2 29,343 2.4 
Healthcare and PharmaceuticalsHealthcare and Pharmaceuticals86,174 7.8 53,681 6.2 Healthcare and Pharmaceuticals111,201 8.4 105,574 8.6 
High Tech IndustriesHigh Tech Industries124,691 11.3 63,862 7.4 High Tech Industries137,597 10.4 129,594 10.5 
Hotel, Gaming and LeisureHotel, Gaming and Leisure22,135 2.0 24,216 2.8 Hotel, Gaming and Leisure18,449 1.4 18,221 1.5 
Investment Funds and VehiclesInvestment Funds and Vehicles56,195 5.1 61,253 7.1 Investment Funds and Vehicles43,193 3.3 47,479 3.8 
Media: Advertising, Printing and PublishingMedia: Advertising, Printing and Publishing17,988 1.6 8,860 1.0 Media: Advertising, Printing and Publishing33,391 2.5 33,725 2.7 
Media: Broadcasting and SubscriptionMedia: Broadcasting and Subscription6,446 0.6 5,312 0.6 Media: Broadcasting and Subscription13,068 1.0 13,068 1.1 
Media: Diversified and ProductionMedia: Diversified and Production19,463 1.8 14,157 1.6 Media: Diversified and Production26,594 2.0 25,862 2.1 
Metals and MiningMetals and Mining9,900 0.9 — — Metals and Mining9,931 0.8 9,923 0.8 
Services: BusinessServices: Business217,581 19.7 194,120 22.4 Services: Business217,797 16.4 204,822 16.6 
Services: ConsumerServices: Consumer60,020 5.4 53,624 6.2 Services: Consumer62,307 4.7 62,441 5.1 
Structured ProductsStructured Products14,344 1.3 21,144 2.4 Structured Products32,557 2.5 33,387 2.7 
TelecommunicationsTelecommunications15,148 1.4 11,965 1.4 Telecommunications16,454 1.2 15,795 1.3 
Transportation: CargoTransportation: Cargo57,919 5.2 59,400 6.9 Transportation: Cargo70,142 5.3 63,654 5.2 
Transportation: ConsumerTransportation: Consumer13,437 1.2 4,164 0.5 Transportation: Consumer5,535 0.4 5,442 0.4 
Utilities: ElectricUtilities: Electric5,213 0.5 697 0.1 Utilities: Electric7,202 0.5 7,488 0.6 
TotalTotal$1,105,951 100.0 %$865,142 100.0 %Total$1,324,907 100.0 %$1,233,405 100.0 %
Banff Partners LP
On February 18, 2021, the Company established a joint venture, Banff Partners LP ("Banff"(“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 ninethree months ended September 30, 2022,March 31, 2023, the Company contributed $2.0 million of capital and held a 10.0% partnership interest in Banff. As of September 30,March 31, 2023, the cost and fair value of the Company’s investment in Banff was $14.6 million and $15.1 million, respectively. As of December 31, 2022, the cost and fair value of the Company's investment in Banff was $14.6 million and $15.5$14.7 million, respectively.
4958
Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
The total value of Banff’s investment portfolio was $153.3$160.7 million as of September 30, 2022,March 31, 2023, as compared to $132.2$159.5 million as of December 31, 2021.2022. As of September 30, 2022,March 31, 2023, Banff’s investments had an aggregate cost of $167.9$167.7 million, as compared to $133.7$167.8 million as of December 31, 2021.2022. As of September 30, 2022March 31, 2023 and December 31, 2021,2022, the Banff investment portfolio consisted of the following investments:
($ in thousands)($ in thousands)CostPercentage of
Total Portfolio		Fair ValuePercentage of
Total Portfolio		($ in thousands)CostPercentage of
Total Portfolio		Fair ValuePercentage of
Total Portfolio
September 30, 2022:
March 31, 2023:March 31, 2023:
Senior debt and 1st lien notes
Senior debt and 1st lien notes
$163,974 98 %$149,335 97 %
Senior debt and 1st lien notes
$163,832 98 %$156,860 98 %
Subordinated debt and 2nd lien notes
Subordinated debt and 2nd lien notes
3,902 2 3,946 3 
Subordinated debt and 2nd lien notes
3,908 2 3,880 2 
$167,876 100 %$153,281 100 %$167,740 100 %$160,740 100 %
December 31, 2021:
December 31, 2022:December 31, 2022:
Senior debt and 1st lien notesSenior debt and 1st lien notes$129,777 97 %$128,231 97 %Senior debt and 1st lien notes$163,928 98 %$155,695 98 %
Subordinated debt and 2nd lien notesSubordinated debt and 2nd lien notes3,894 3 %4,000 3 %Subordinated debt and 2nd lien notes3,905 2 %3,828 2 %
$133,671 100 %$132,231 100 %$167,833 100 %$159,523 100 %
As of September 30, 2022March 31, 2023 and December 31, 2021,2022, the weighted average yield on the principal amount of Banff’s outstanding debt investments was approximately 7.6%9.5% and 6.7%8.9%, respectively.
The industry composition of Banff’s investments at fair value at September 30, 2022March 31, 2023 and December 31, 2021,2022, was as follows:
($ in thousands)($ in thousands)September 30, 2022December 31, 2021($ in thousands)March 31, 2023December 31, 2022
Aerospace and DefenseAerospace and Defense$14,445 9.4 %$15,346 11.6 %Aerospace and Defense$14,883 9.3 %$14,758 9.3 %
Banking, Finance, Insurance and Real EstateBanking, Finance, Insurance and Real Estate20,270 13.3 23,178 17.5 Banking, Finance, Insurance and Real Estate22,404 13.9 21,747 13.6 
Beverage, Food and TobaccoBeverage, Food and Tobacco5,393 3.5 6,114 4.6 Beverage, Food and Tobacco5,877 3.6 5,718 3.6 
Chemicals, Plastics, and RubberChemicals, Plastics, and Rubber1,269 0.8 — — Chemicals, Plastics, and Rubber1,269 0.8 1,269 0.8 
Construction and BuildingConstruction and Building1,472 1.0 — — Construction and Building1,487 0.9 1,490 0.9 
Consumer Goods: DurableConsumer Goods: Durable1,959 1.3 — — Consumer Goods: Durable1,741 1.1 1,886 1.2 
Consumer Goods: Non-durableConsumer Goods: Non-durable5,567 3.6 6,422 4.9 Consumer Goods: Non-durable6,034 3.7 5,958 3.7 
Containers, Packaging and GlassContainers, Packaging and Glass6,016 3.9 5,705 4.3 Containers, Packaging and Glass6,290 3.9 6,450 4.0 
Healthcare and PharmaceuticalsHealthcare and Pharmaceuticals16,255 10.7 15,760 11.9 Healthcare and Pharmaceuticals16,973 10.6 17,003 10.7 
High Tech IndustriesHigh Tech Industries17,114 11.1 17,511 13.2 High Tech Industries17,155 10.7 17,086 10.7 
Media: Advertising, Printing and Publishing2,074 1.3 3,474 2.6 
Media: Diversified and ProductionMedia: Diversified and Production— — 2,498 1.9 Media: Diversified and Production2,275 1.4 2,234 1.4 
Services: BusinessServices: Business38,166 24.9 21,776 16.5 Services: Business39,502 24.6 39,363 24.7 
Services: ConsumerServices: Consumer11,483 7.5 9,773 7.4 Services: Consumer12,467 7.8 12,272 7.7 
TelecommunicationsTelecommunications2,812 1.8 3,386 2.6 Telecommunications3,130 1.9 3,038 1.9 
Transportation: CargoTransportation: Cargo8,986 5.9 1,288 1.0 Transportation: Cargo9,253 5.8 9,251 5.8 
TotalTotal$153,281 100 %$132,231 100 %Total$160,740 100 %$159,523 100 %
5059
Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
The geographic composition of Banff’s investments at fair value at September 30, 2022March 31, 2023 and December 31, 2021,2022, was as follows:
($ in thousands)($ in thousands)September 30, 2022December 31, 2021($ in thousands)March 31, 2023December 31, 2022
AustraliaAustralia$4,143 2.7 %$6,426 4.9 %Australia$4,301 2.7 %$4,357 2.7 %
BelgiumBelgium5,393 3.5 6,114 4.6 Belgium5,877 3.6 5,718 3.6 
CanadaCanada2,479 1.6 2,729 2.1 Canada2,355 1.5 2,466 1.5 
FranceFrance31,877 20.8 31,521 23.9 France35,019 21.8 34,467 21.6 
GermanyGermany6,454 4.2 3,075 2.3 Germany7,142 4.4 6,980 4.4 
Hong KongHong Kong6,744 4.4 — — Hong Kong6,847 4.3 6,830 4.3 
NetherlandsNetherlands8,087 5.3 8,080 6.1 Netherlands8,524 5.3 8,619 5.4 
New ZealandNew Zealand2,202 1.4 — — New Zealand2,449 1.5 2,469 1.5 
SingaporeSingapore3,924 2.6 — — Singapore3,969 2.5 3,964 2.5 
United KingdomUnited Kingdom26,696 17.4 28,496 21.5 United Kingdom29,577 18.4 28,634 18.0 
USAUSA55,282 36.1 45,790 34.6 USA54,680 34.0 55,019 34.5 
TotalTotal$153,281 100.0 %$132,231 100 %Total$160,740 100.0 %$159,523 100 %
Banff’s credit facility with Wells Fargo Bank, N.A., which is non-recourse to the Company, initially closed on August 26, 2022 and had approximately $19.0 million outstanding as of both March 31, 2023 and December 31, 2022.
The Company may sell portions of its investments via assignment to Banff. Since inception, as of both September 30, 2022March 31, 2023 and December 31, 2021,2022, the Company had sold $187.9 million and $143.0 million of its investments to Banff, respectively. For both the three and nine months ended September 30, 2022, the Company realized a loss on the sales of its investments to Banff of $2.4 million. For the three and nine months ended September 30, 2021, the Company realized a gain on the sales of its investments to Banff of zero and $0.8 million, respectively.Banff. As of September 30,both March 31, 2023 and December 31, 2022, the Company had $19.8 millionnil in unsettled receivables due from Banff that were included in "Receivable“Receivable from unsettled transactions"transactions” in the accompanying Unaudited Consolidated Balance Sheet. 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: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 September 30, 2022.March 31, 2023. As of September 30, 2022,March 31, 2023, 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 months ended March 31, 2023 and 2022, Thompson Rivers declared $57.0 million and $20.0 million in dividends, respectively, of which nil and $1.4 million, respectively, was recognized as dividend income in the Company’s Unaudited Consolidated Statements of Operations. In addition, for the three months ended March 31, 2023, the Company recognized $3.8 million of the dividends as a return of capital.
51
60
Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
For the three and nine months ended September 30, 2022, Thompson Rivers declared $89.1 million and $178.5 million in dividends, respectively, of which $0.9 million and $3.2 million, respectively, was recognized as dividend income in the Company’s Unaudited Consolidated Statement of Operations. In addition, for the three and nine months ended September 30, 2022, the Company recognized $5.0 million and $8.6 million, respectively, of the dividends as a return of capital.
As of September 30, 2022,March 31, 2023, Thompson Rivers had $1.2 billion$664.1 million in Ginnie Mae early buyout loans and $203.5$29.8 million in cash. As of December 31, 2021,2022, Thompson Rivers had $3.1 billion$890.9 million in Ginnie Mae early buyout loans and $220.6$65.1 million in cash. As of September 30, 2022,March 31, 2023, Thompson Rivers had 6,9134,028 outstanding loans with an average unpaid balance of $0.2 million and weighted average coupon of 4.0%. As of December 31, 2021,2022, Thompson Rivers had 15,6175,414 outstanding loans with an average unpaid balance of $0.2 million and weighted average coupon of 4.0%.
As of September 30, 2022March 31, 2023 and December 31, 2021,2022, the Thompson Rivers investment portfolio consisted of the following investments:
($ in thousands)($ in thousands)CostPercentage of
Total Portfolio		Fair ValuePercentage of
Total Portfolio		($ in thousands)CostPercentage of
Total Portfolio		Fair ValuePercentage of
Total Portfolio
September 30, 2022:
March 31, 2023:March 31, 2023:
Federal Housing Administration (“FHA”) loansFederal Housing Administration (“FHA”) loans$1,119,118 91 %$1,046,632 91 %Federal Housing Administration (“FHA”) loans$634,664 91 %$605,542 91 %
Veterans Affairs (“VA”) loansVeterans Affairs (“VA”) loans112,609 9 105,378 9 Veterans Affairs (“VA”) loans61,344 9 58,569 9 
$1,231,727 100 %$1,152,010 100 %$696,008 100 %$664,111 100 %
December 31, 2021:
December 31, 2022:December 31, 2022:
Federal Housing Administration (“FHA”) loansFederal Housing Administration (“FHA”) loans$2,799,869 93 $2,839,495 93 Federal Housing Administration (“FHA”) loans$864,625 91 $811,358 91 
Veterans Affairs (“VA”) loansVeterans Affairs (“VA”) loans224,660 7 223,540 7 Veterans Affairs (“VA”) loans84,654 9 79,553 9 
$3,024,529 100 %$3,063,035 100 %$949,279 100 %$890,911 100 %
Thompson Rivers’ repurchase agreement with JPMorgan Chase Bank, which is non-recourse to the Company, had approximately $284.8$171.3 million and $694.8$224.2 million outstanding as of September 30, 2022March 31, 2023 and December 31, 2021,2022, respectively. Thompson Rivers’ repurchase agreement with Bank of America N.A., which is non-recourse to the Company, had approximately $546.3$311.6 million and $1,245.2$428.0 million outstanding as of September 30, 2022March 31, 2023 and December 31, 2021,2022, respectively. Thompson Rivers’ repurchase agreement with Barclays Bank, which is non-recourse to the Company, had approximately $241.5$104.4 million and $933.1$184.2 million outstanding as of September 30, 2022March 31, 2023 and December 31, 2021,2022, respectively.
The Company has determined that Thompson Rivers is an investment company under ASC Topic 946, Financial Services - Investment Companies, however, in accordance with such guidance, the Company will generally not consolidate its investment in a company other than a substantially wholly owned investment company subsidiary, which is an extension of the operations of the Company, or a controlled operating company whose business consists of providing services to the Company. The Company does not consolidate its interest in Thompson Rivers as it is not a substantially wholly owned investment company subsidiary. In addition, Thompson Rivers is not an operating company and the Company does not control Thompson Rivers due to the allocation of voting rights among Thompson Rivers members.
5261
Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
As of September 30, 2022March 31, 2023 and December 31, 2021,2022, Thompson Rivers had the following contributed capital and unfunded commitments from its members:
($ in thousands)($ in thousands)
As of
 September 30, 2022
As of December 31, 2021($ in thousands)
As of
 March 31, 2023
As of December 31, 2022
Total contributed capital by Barings Capital Investment Corporation(1)$32,318 $32,287 
Total contributed capital by Barings Capital Investment Corporation (1)Total contributed capital by Barings Capital Investment Corporation (1)$32,318 $32,318 
Total contributed capital by all members(2)Total contributed capital by all members(2)$482,083 (2)$482,120 (3)Total contributed capital by all members(2)$482,083 $482,083 
Total unfunded commitments by Barings Capital Investment CorporationTotal unfunded commitments by Barings Capital Investment Corporation$— $— Total unfunded commitments by Barings Capital Investment Corporation$— $— 
Total unfunded commitments by all membersTotal unfunded commitments by all members$— $— Total unfunded commitments by all members$— $— 
(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 $22.5 million (including approximately $1.7 million of recallable return of capital) has been funded as of September 30, 2022.March 31, 2023. As of September 30, 2022,March 31, 2023, 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 nine months ended September 30,March 31, 2023 and 2022, Waccamaw River declared $2.7$3.6 million and $6.6$1.5 million in dividends, respectively, of which $0.5$0.7 million and $1.3$0.3 million, respectively, was recognized as dividend income in the Company’s Unaudited Consolidated StatementStatements of Operations.
As of September 30, 2022,March 31, 2023, Waccamaw River had $169.1$220.2 million in unsecured consumer loans and $11.5$9.7 million in cash. As of December 31, 2021,2022, Waccamaw River had $60.8$200.5 million in unsecured consumer loans and $4.9$8.0 million in cash. As of September 30, 2022,March 31, 2023, Waccamaw River had 15,01720,755 outstanding loans with an average loan size of $11,649,$11,329, remaining average life to maturity of 44.743.3 months and weighted average interest rate of 11.6%12.3%. As of December 31, 2021,2022, Waccamaw River had 5,50018,335 outstanding loans with an average loan size of $11,280,$11,542, remaining average life to maturity of 46.544.0 months and weighted average interest rate of 10.9%12.0%.
Waccamaw River'sRiver’s secured loan borrowing with JPMorgan Chase Bank, N.A., which is non-recourse to the Company, had approximately $56.7$76.5 million in principal amountand $72.3 million outstanding as of September 30, 2022.March 31, 2023 and December 31, 2022, respectively. Waccamaw River'sRiver’s secured loan borrowing with Barclays Bank PLC.,PLC, which is non-recourse to the Company, had approximately $24.1$71.3 million in principal amountand $44.8 million outstanding as of September 30, 2022.March 31, 2023 and December 31, 2022, respectively.
The Company has determined that Waccamaw River is an investment company under ASC Topic 946, Financial Services - Investment Companies, however, in accordance with such guidance, the Company will generally not consolidate its investment in a company other than a substantially wholly owned investment company subsidiary, which is an extension of the operations of the Company, or a controlled operating company whose business consists of providing services to the Company. The Company does not consolidate its interest in Waccamaw River as it is not a substantially wholly owned investment company subsidiary. In addition, Waccamaw River is not an operating company and the Company does not control Waccamaw River due to the allocation of voting rights among Waccamaw River members.
5362
Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
As of September 30, 2022March 31, 2023 and December 31, 2021,2022, Waccamaw River had the following contributed capital and unfunded commitments from its members:
($ in thousands)($ in thousands)
As of
September 30, 2022
As of December 31, 2021($ in thousands)
As of
March 31, 2023
As of December 31, 2022
Total contributed capital by Barings Capital Investment CorporationTotal contributed capital by Barings Capital Investment Corporation$24,250 $15,450 Total contributed capital by Barings Capital Investment Corporation$24,250 $24,250 
Total contributed capital by all members(1)Total contributed capital by all members(1)$126,620 (1)$82,620 (4)Total contributed capital by all members(1)$126,620 $126,620 
Total return of capital (recallable) by Barings Capital Investment CorporationTotal return of capital (recallable) by Barings Capital Investment Corporation$(1,730)$(1,730)Total return of capital (recallable) by Barings Capital Investment Corporation$(1,730)$(1,730)
Total return of capital (recallable) by all members(2)$(14,020)$(14,020)
Total return of capital (recallable) by all members (2)Total return of capital (recallable) by all members (2)$(14,020)$(14,020)
Total unfunded commitments by Barings Capital Investment CorporationTotal unfunded commitments by Barings Capital Investment Corporation$2,480 $11,280 Total unfunded commitments by Barings Capital Investment Corporation$2,480 $2,480 
Total unfunded commitments by all members(3)Total unfunded commitments by all members(3)$12,400 (3)$56,400 (5)Total unfunded commitments by all members(3)$12,400 $12,400 
(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. On August 12, 2022, the Company increased the unfunded revolver to $11.2 million. As of September 30, 2022March 31, 2023 and December 31, 2021, $3.12022, $2.2 million and $0.9$2.6 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 equity investment in Eclipse in accordance with ASC 946-320, presented as a single investment measured at fair value.
Rocade Holdings LLC
On February 1, 2023, the Company made an equity investment in Rocade Holdings LLC (“Rocade”) of $45.0 million, alongside other related party affiliates. Rocade conducts its business through Rocade LLC and operates as Rocade Capital. Rocade is one of the country’s leading litigation finance platforms that specializes in providing financing to plaintiff law firms engaged in mass tort and other civil litigation. Rocade typically provides loans to law firms that are secured by the borrowing firm’s interests in award settlements, including contingency fees expected to be earned from successful litigation. The loans generally bear floating rate PIK interest with an overall expected annualized return between 10% and 25% and collect debt service upon receipt of settlement awards and/or contingency fees. The addition of Rocade to the portfolio allows the Company to participate in an uncorrelated asset class that offer differentiated income returns as compared to directly originated loans. Rocade is led by a seasoned team of litigation finance experts.
The Company has determined that Rocade 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 Rocade because it does not provide services to the Company. Instead the Company accounts for its equity investment in Rocade in accordance with ASC 946-320, presented as a single investment measured at fair value.
63
Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Valuation of Investments
The Adviser conducts the valuation of the Company’s investments, upon which the Company’s 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'sCompany’s current valuation policy and processes were established by the Adviser and have beenwere 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, theThe 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, ifIf 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.
54
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 Adviser determines the fair value of the Company’s investments in good faith primarily using Level 3 inputs. In certain cases, quoted prices or other observable inputs exist, and if so, the Adviser 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.
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 Board must determine fair value in good faith for any or all Company investments for which market quotations are not readily available. The Board may choose to designate the Company’s investment adviser to perform the fair value determination relating to such investments. The Board has designated the Adviser as valuation designee to perform the fair value determinations relating to the value of the assets held by the Company for which market quotations are not readily available. 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'sAdviser’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
64
Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
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 productsproduct 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.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 independent providers 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 the valuation (for example, changes in interest rates or the credit quality of the borrower). At the quarter end following that of
55
Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
the initial acquisition, such loans and equity investments are generally sent to a valuation provider which will determine the fair value of each investment. The independent valuation providers apply 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. 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. If the Adviser’s pricing committee disagrees with the price range provided, it may make a fair value recommendation to the Adviser that is outside of the range provided by the independent valuation provider 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'stockholders’ best interests, to request an 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 Adviser 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 Company’s Audit Committee and the independent valuation firm.
Valuation TechniquesInputs
The Adviser’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 Adviser’s market assumptions. The Adviser’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 Adviser will utilize alternative approaches such as broker quotes or manual prices. The Adviser 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 Adviser 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.
5665
Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Level 3 Unobservable Inputs
The following tables summarize the significant unobservable inputs the Adviser used in the valuation of the Company’s Level 3 debt and equity securities as of September 30, 2022March 31, 2023 and December 31, 2021.2022. The weighted average range of unobservable inputs is based on fair value of investments.
September 30, 2022
($ in thousands)
Fair ValueValuation
Model		Level 3
Input		Range of
Inputs		Weighted
Average		Impact to Valuation from an Increase in Input
Senior debt and 1st lien notes(1)
$613,783 Yield AnalysisMarket Yield6.9% – 19.8%10.5%Decrease
16,142 Discounted Cash Flow AnalysisDiscount Rate9.5% – 12.9%11.6%Decrease
108,292 Recent TransactionTransaction Price96.8% – 98.5%97.9%Increase
Subordinated debt and 2nd lien notes(2)
85,862 Yield AnalysisMarket Yield8.6% – 16.6%12.1%Decrease
4,404 Recent TransactionTransaction Price96.0% – 100.0%98.0%Increase
Structured products(3)
8,548 Discounted Cash Flow AnalysisDiscount Rate9.3%9.3%Decrease
Equity shares(4)
81,729 Market ApproachAdjusted EBITDA Multiple6.5x – 43.0x10.6xIncrease
9,103 Market ApproachRevenue Multiple6.3x – 29.8x16.1xIncrease
11,485 Recent TransactionTransaction Price$0.00 – $1,000$648.79Increase
Warrants— Market ApproachAdjusted EBITDA Multiple7.0x – 18.5xN/AIncrease
March 31, 2023
($ in thousands)(4)
Fair ValueValuation
Model		Level 3
Input		Range of
Inputs		Weighted
Average		Impact to Valuation from an Increase in Input
Senior debt and 1st lien notes(1)
$831,511 Yield AnalysisMarket Yield7.6% – 21.5%11.0%Decrease
8,645 Discounted Cash Flow AnalysisDiscount Rate12.6%12.6%Decrease
60,823 Recent TransactionTransaction Price96.0% – 98.6%96.9%Increase
Subordinated debt and 2nd lien notes(2)
90,475 Yield AnalysisMarket Yield9.0% – 16.9%12.7%Decrease
4,402 Market ApproachAdjusted EBITDA Multiple11.0x11.0xIncrease
663 Recent TransactionTransaction Price97.0%97.0%Increase
Equity shares(3)
7,197 Yield AnalysisMarket Yield15.4% – 16.7%16.1%Decrease
105,736 Market ApproachAdjusted EBITDA Multiple6.5x – 40.0x12.1xIncrease
1,221 Market ApproachRevenue Multiple6.3x – 9.5x6.7xIncrease
1,294 Net Asset ApproachLiabilities$(20,598.4)$(20,598.4)Decrease
45,667 Recent TransactionTransaction Price$0.01 – $1,408.64$994.84Increase
Equity Warrants491 Market ApproachAdjusted EBITDA Multiple7.0x – 16.5x7.6xIncrease
(1) Excludes investments with an aggregate fair value amounting to $9,184,$15,096, which the Adviser 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 $21,324,$4,721, which the Adviser 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 $3,924,$2,597, which the Adviser valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs were not readily available.
(4) For structured products, investments with an aggregate fair value amounting to $15,550, were valued by the Adviser using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs were not readily available.
66
Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
December 31, 2022
($ in thousands)
Fair ValueValuation
Model		Level 3
Input		Range of
Inputs		Weighted
Average		Impact to Valuation from an Increase in Input
Senior debt and 1st lien notes(1)
$727,410 Yield AnalysisMarket Yield7.7% – 30.6%11.0%Decrease
8,768 Discounted Cash Flow AnalysisDiscount Rate13.0%13.0%Decrease
129,646 Recent TransactionTransaction Price96.7% – 100.0%97.5%Increase
Subordinated debt and 2nd lien notes(2)
88,432 Yield AnalysisMarket Yield9.3% – 16.6%12.8%Decrease
4,851 Market ApproachAdjusted EBITDA Multiple9.0x9.0xIncrease
342 Recent TransactionTransaction Price97.3%97.3%Increase
Structured products(3)
7,584 Discounted Cash Flow AnalysisDiscount Rate10.4%10.4%Decrease
Equity shares(4)
9,462 Yield AnalysisMarket Yield15.7% – 17.8%16.6%Decrease
94,314 Market ApproachAdjusted EBITDA Multiple6.5x – 43.0x10.5xIncrease
1,152 Market ApproachRevenue Multiple6.5x – 7.0x6.8xIncrease
220 Market ApproachAdjusted EBITDA /Revenue Multiple Blend5.8x5.8xIncrease
1,288 Net Asset ApproachLiabilities$(8,941.8)$(8,941.8)Decrease
3,700 Recent TransactionTransaction Price$0.00 – $1,015.13$620.80Increase
Equity Warrants476 Market ApproachAdjusted EBITDA Multiple6.5x – 17.5x7.4xIncrease
(1) Excludes investments with an aggregate fair value amounting to $6,369, which the Adviser 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 $4,180, which the Adviser 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 $6,626, which the Adviser valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs were not readily available.
(4) Excludes investments with an aggregate fair value amounting to $2,742, which the Adviser valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs were not readily available.

5767
Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
December 31, 2021
($ in thousands)
Fair ValueValuation
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 AnalysisMarket Yield5.2% – 16.2%7.4%Decrease
243,352 Recent TransactionTransaction Price97.0% – 99.0%97.8%Increase
Subordinated debt and 2nd lien notes(2)
39,802 Yield AnalysisMarket Yield5.3% – 9.9%9.1%Decrease
19,049 Recent TransactionTransaction Price97.0% – 98.3%98.0%Increase
Equity shares(3)
51,487 Market ApproachAdjusted EBITDA Multiple6.5x – 54.0x15.3xIncrease
2,893 Recent TransactionTransaction Price$1 – $1000$119Increase
(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.
(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 $3,146, which the Company valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs were not readily available.
The following tables present the Company’s investment portfolio at fair value as of September 30, 2022March 31, 2023 and December 31, 2021,2022, categorized by the ASC Topic 820 valuation hierarchy, as previously described:
Fair Value as of September 30, 2022 Fair Value as of March 31, 2023
($ in thousands)($ in thousands)Level 1Level 2Level 3Total($ in thousands)Level 1Level 2Level 3Total
Senior debt and 1st lien notes
Senior debt and 1st lien notes
$— $49,734 $747,401 $797,135 
Senior debt and 1st lien notes
$— $46,073 $916,075 $962,148 
Subordinated debt and 2nd lien notes
Subordinated debt and 2nd lien notes
— 9,209 111,590 120,799 
Subordinated debt and 2nd lien notes
— 25,823 100,261 126,084 
Structured productsStructured products— 14,404 12,472 26,876 Structured products— 12,137 15,550 27,687 
Equity sharesEquity shares85 1,055 105,059 106,199 Equity shares37 1,555 163,712 165,304 
Equity warrantsEquity warrants— 28 — 28 Equity warrants— — 491 491 
Investments subject to levelingInvestments subject to leveling$85 $74,430 $976,522 $1,051,037 Investments subject to leveling$37 $85,588 $1,196,089 $1,281,714 
Investments in joint ventures(1)
Investments in joint ventures(1)
54,914 Investments in joint ventures (1)43,193 
$1,105,951 $1,324,907 
 Fair Value as of December 31, 2022
($ in thousands)Level 1Level 2Level 3Total
Senior debt and 1st lien notes
$— $48,026 $872,193 $920,219 
Subordinated debt and 2nd lien notes
— 25,439 97,805 123,244 
Structured products— 14,111 14,210 28,321 
Equity shares32 756 112,878 113,666 
Equity warrants— — 476 476 
Investments subject to leveling$32 $88,332 $1,097,562 $1,185,926 
Investment in joint ventures (1)$47,479 
$1,233,405 
(1)The Company's investments in Banff, Thompson Rivers and Waccamaw River are measured at fair value using net asset value and have not been categorized in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Unaudited Consolidated Balance Sheet.
 Fair Value as of December 31, 2021
($ in thousands)Level 1Level 2Level 3Total
Senior debt and 1st lien notes
$— $36,639 $584,289 $620,928 
Subordinated debt and 2nd lien notes
— 15,471 76,826 92,297 
Structured products— 30,900 — 30,900 
Equity shares19 2,056 57,526 59,601 
Equity warrants— 163 — 163 
Investments subject to leveling$19 $85,229 $718,641 $803,889 
Investment in joint ventures (1)$61,253 
$865,142 
(1)The Company'sCompany’s investments in Banff, Thompson Rivers and Waccamaw River are measured at fair value using NAV and have not been categorized in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Unaudited Consolidated Balance Sheet and Consolidated Balance Sheet.
5868
Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
The following tables reconcile the beginning and ending balances of the Company’s investment portfolio measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the ninethree months ended September 30, 2022March 31, 2023 and 2021:2022:
Nine Months Ended
September 30, 2022:
($ in thousands)
Senior Debt
and 1st Lien
Notes
Subordinated Debt and 2nd Lien Notes
Structured ProductsEquity SharesWarrantsTotal
Three Months Ended
March 31, 2023:
($ in thousands)
Three Months Ended
March 31, 2023:
($ in thousands)
Senior Debt
and 1st Lien
Notes
Subordinated Debt and 2nd Lien Notes
Structured ProductsEquity SharesEquity WarrantsTotal
Fair value, beginning of periodFair value, beginning of period$584,289 $76,826 $— $57,526 $— $718,641 Fair value, beginning of period$872,193 $97,805 $14,210 $112,878 $476 $1,097,562 
New investmentsNew investments320,987 36,774 4,520 26,701 2 388,984 New investments54,252 683 — 45,971 — 100,906 
Transfers into (out of) Level 3Transfers into (out of) Level 3(5,087)5,879 9,811 3,518 — 14,121 Transfers into (out of) Level 3— — 1,767 — — 1,767 
Proceeds from sales of investmentsProceeds from sales of investments(74,425)(2,958)— — — (77,383)Proceeds from sales of investments— — — — — — 
Loan origination fees receivedLoan origination fees received(7,086)(698)— — — (7,784)Loan origination fees received(1,495)(20)— — — (1,515)
Principal repayments receivedPrincipal repayments received(42,729)(449)(714)— — (43,892)Principal repayments received(13,531)(449)(806)— — (14,786)
Payment in kind interest/dividendsPayment in kind interest/dividends1,039 931 — 99 — 2,069 Payment in kind interest/dividends583 826 — — — 1,409 
Accretion of loan premium/discountAccretion of loan premium/discount141 81 — — — 222 Accretion of loan premium/discount95 33 — — — 128 
Accretion of deferred loan origination revenueAccretion of deferred loan origination revenue2,860 154 — — — 3,014 Accretion of deferred loan origination revenue1,028 70 — — — 1,098 
Realized loss(4,189)7 — — — (4,182)
Realized gain (loss)Realized gain (loss)(224)— — — — (224)
Unrealized appreciation (depreciation)Unrealized appreciation (depreciation)(28,399)(4,957)(1,145)17,215 (2)(17,288)Unrealized appreciation (depreciation)3,174 1,313 379 4,863 15 9,744 
Fair value, end of periodFair value, end of period$747,401 $111,590 $12,472 $105,059 $— $976,522 Fair value, end of period$916,075 $100,261 $15,550 $163,712 $491 $1,196,089 
Nine Months Ended
September 30, 2021:
($ in thousands)
Senior Debt
and 1st Lien
Notes
Subordinated Debt and 2nd Lien Notes
Equity SharesTotal
Three Months Ended
March 31, 2022:
($ in thousands)
Three Months Ended
March 31, 2022:
($ in thousands)
Senior Debt
and 1st Lien
Notes
Subordinated Debt and 2nd Lien Notes
Structured ProductsEquity SharesTotal
Fair value, beginning of periodFair value, beginning of period$125,325 $1,236 $122 $126,683 Fair value, beginning of period$584,289 $76,826 $— $57,526 $718,641 
New investmentsNew investments432,079 61,046 47,880 541,005 New investments126,891 5,811 — 3,472 136,174 
Transfers into Level 3— — 2,884 2,884 
Transfers into (out of) Level 3Transfers into (out of) Level 3(7,606)7,511 9,811 — 9,716 
Proceeds from sales of investmentsProceeds from sales of investments(128,966)(3,889)— (132,855)Proceeds from sales of investments(237)— — — (237)
Loan origination fees receivedLoan origination fees received(10,473)(1,516)— (11,989)Loan origination fees received(2,711)18 — — (2,693)
Principal repayments receivedPrincipal repayments received(7,217)(742)— (7,959)Principal repayments received(1,499)— — — (1,499)
Payment in kind interest426 — — 426 
Payment in kind interest/dividendsPayment in kind interest/dividends259 210 — — 469 
Accretion of loan premium/discountAccretion of loan premium/discount20 41 — 61 Accretion of loan premium/discount7 14 — — 21 
Accretion of deferred loan origination revenueAccretion of deferred loan origination revenue936 40 — 976 Accretion of deferred loan origination revenue642 34 — — 676 
Realized gain (loss)Realized gain (loss)839 (4)— 835 Realized gain (loss)208 — — — 208 
Unrealized appreciation (depreciation)Unrealized appreciation (depreciation)(2,750)873 619 (1,258)Unrealized appreciation (depreciation)(3,243)(1,054)162 12,807 8,672 
Fair value, end of periodFair value, end of period$410,219 $57,085 $51,505 $518,809 Fair value, end of period$697,000 $89,370 $9,973 $73,805 $870,148 
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 StatementStatements of Operations. Pre-tax net unrealized depreciationappreciation on Level 3 investments of $19.8$9.5 million during the ninethree months ended September 30, 2022, wereMarch 31, 2023 was related to portfolio company investments that were still held by the Company as of September 30, 2022.March 31, 2023. Pre-tax net unrealized depreciationappreciation on Level 3 investments of $0.5$8.8 million during the ninethree months ended September 30, 2021 wereMarch 31, 2022 was related to portfolio company investments that were still held by the Company as of September 30, 2021.March 31, 2022.
Exclusive of short-term investments, duringDuring the ninethree months ended September 30, 2022,March 31, 2023, the Company made investments of approximately $399.7$91.6 million in portfolio companies to which it was not previously contractually committed to provide such financing. During the ninethree months ended September 30, 2022,March 31, 2023, the Company made investments of $41.7$9.8 million in portfolio companies to which it was previously committed to provide such financing.
5969
Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Exclusive of short-term investments, duringDuring the ninethree months ended September 30, 2021,March 31, 2022, the Company made investments of approximately $610.1$134.9 million in portfolio companies to which it was not previously contractually committed to provide such financing. During the ninethree months ended September 30, 2021,March 31, 2022, the Company made investments of $8.1$17.6 million in portfolio companies to which it was previously committed to provide such financing.
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"(“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 September 30, 2022,March 31, 2023, 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 InvestmentsCash and Foreign Currencies
Short-term investments represent investments in money market funds.Cash consists of deposits held at a custodian bank. Cash is carried at cost, which approximates fair value. The Company places its cash with financial institutions and, at times, cash may exceed insured limits under applicable law.
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 September 30,March 31, 2023 and December 31, 2022, the Company had no non-accrual assets.two investments and one investment, respectively, that were on non-accrual. Dividend income on preferred equity securities is recorded on the accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity 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 PIKpayment-in kind (“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
70
Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
as a RIC for federal income tax purposes, even though the Company has not yet collected the cash. Generally, when current
60
Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
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.
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 nine months ended September 30,March 31, 2023 and 2022 and 2021 was as follows:
Three Months EndedThree Months EndedNine Months EndedNine Months EndedThree Months EndedThree Months Ended
($ in thousands)($ in thousands)September 30, 2022September 30, 2021September 30, 2022September 30, 2021($ in thousands)March 31, 2023March 31, 2022
Recurring Fee Income:Recurring Fee Income:Recurring Fee Income:
Amortization of loan origination feesAmortization of loan origination fees$845 $386 $2,333 $913 Amortization of loan origination fees$928 $688 
Management, valuation and other feesManagement, valuation and other fees304 143 848 324 Management, valuation and other fees336 270 
Total Recurring Fee IncomeTotal Recurring Fee Income1,149 529 3,181 1,237 Total Recurring Fee Income1,264 958 
Non-Recurring Fee Income:Non-Recurring Fee Income:Non-Recurring Fee Income:
Prepayment fees— 10 108 10 
Acceleration of unamortized loan origination feesAcceleration of unamortized loan origination fees538 108 804 152 Acceleration of unamortized loan origination fees201 22 
Advisory, loan amendment and other feesAdvisory, loan amendment and other fees133 212 472 226 Advisory, loan amendment and other fees221 36 
Total Non-Recurring Fee IncomeTotal Non-Recurring Fee Income671 330 1,384 388 Total Non-Recurring Fee Income422 58 
Total Fee IncomeTotal Fee Income$1,820 $859 $4,565 $1,625 Total Fee Income$1,686 $1,016 
Offering CostsGeneral 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.
Deferred Financing Fees
Costs incurred to issue debt are capitalized and are amortized over the term of the debt agreements using the effective interest method.
Segments
The Company lends to and invests in customers in various industries. The Company separately evaluates the performance of each of its lending and investment relationships. However, because each of these loan and investment relationships has similar business and economic characteristics, they have been aggregated into a single lending and investment segment. All applicable segment disclosures are included in or can be derived from the Company’s financial statements.
Concentration of Credit Risk
As of both March 31, 2023 and December 31, 2022, there were no individual investments representing greater than 10% of the fair value of the Company’s portfolio. As of March 31, 2023 and December 31, 2022, the Company’s largest single portfolio company investment, excluding short-term investments, represented approximately 5.7% and 5.8%, 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, 2023, all of the Company’s assets were or will be pledged as collateral for the ING Credit Facility.
71
Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Investments Denominated in Foreign Currency
As of March 31, 2023 the Company held 12 investments that were denominated in Australian dollars, two investments that were denominated in Canadian dollars, one investment that was denominated in Danish kroner, two investments that were denominated in New Zealand dollars, one investment that was denominated in Norwegian krone, 54 investments that were denominated in Euros, one investment that was denominated in Swiss francs and 24 investments that were denominated in British pounds sterling. As of December 31, 2022, the Company held 12 investments that were denominated in Australian dollars, two investments that were denominated in Canadian dollars, one investment that was denominated in Danish kroner, two investments that were denominated in New Zealand dollars, one investment that was denominated in Norwegian krone, 49 investments that were denominated in Euros, one investment that was denominated in Swiss francs and 24 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 Statements of Operations.
In addition, during both the three months ended March 31, 2023 and March 31, 2022, 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 Statements 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 offeringvalue of common stockthe 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). 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. For the three months ended March 31, 2023, the Company recorded a net expense of $23.5 thousand for U.S. federal excise 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 years 2020-2021), and has concluded that the provision for uncertain tax positions in the Company’s financial statements is appropriate.
72
Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
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 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 March 31, 2023 and December 31, 2022 was approximately $1,330.9 million and $1,249.1 million, respectively. As of March 31, 2023, net unrealized appreciation on the Company’s investments (tax basis) was approximately $1.4 million, consisting of gross unrealized appreciation, where the fair value of the Company’s investments exceeds their tax cost, of approximately $59.5 million and gross unrealized depreciation, where the tax cost of the Company’s investments exceeds their fair value, of approximately $58.1 million. As of December 31, 2022, net unrealized depreciation on the Company’s investments (tax basis) was approximately $15.1 million, consisting of gross unrealized appreciation, where the fair value of the Company’s investments exceeds their tax cost, of approximately $56.1 million and gross unrealized depreciation, where the tax cost of the Company’s investments exceeds their fair value, of approximately $71.3 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 Statements 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 Statements 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 Sheets. As of March 31, 2023 and December 31, 2022, the Company recorded a net deferred tax liability of $0.5 million and $0.4 million, respectively, pertaining to tax basis differences in the Taxable Subsidiary’s investment in certain partnership interests.
5. BORROWINGS
The Company had the following borrowings outstanding as of March 31, 2023 and December 31, 2022:
Issuance Date
($ in thousands)		Maturity DateInterest Rate as of March 31, 2023March 31, 2023December 31, 2022
Credit Facility:
January 15, 2021April 30, 20266.706%$643,723 $581,436 
Total Credit Facility$643,723 $581,436 
Notes:
February 22, 2022February 22, 20274.750%$100,000 $100,000 
(Less: Deferred financing fees)$(267)$(284)
Total Notes$99,733 $99,716 
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 183.4% as of March 31, 2023.
73
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, are capitalizedthe 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 deferred offering expenses and includeda 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.
Borrowings under the September 2020 Subscription Facility were subject to the leverage restrictions applicable to the Company that are contained in the 1940 Act.
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. 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
74
Barings Capital Investment Corporation
Notes to Unaudited Consolidated Balance SheetFinancial Statements — (Continued)
benchmark provisions. On October 13, 2022, the Company amended the ING Credit Facility to increase total commitments from lenders to $710.0 million from $625.0 million.
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 “Prepaid expensesU.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 SOFR 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.
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 the Company’s portfolio comprises cash, cash equivalents, long-term U.S. government securities or first lien loans to portfolio companies, or (b) 167% or 200% at specified concentrations of such assets at amounts less than or equal to 70% of the total fair value of the Company’s portfolio, (iii) meeting a minimum liquidity test, (iv) meeting a minimum net worth test, and (v) maintaining the Company’s status as a RIC under the Code and as a BDC under the 1940 Act. 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 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 assets”lenders under the ING Credit Facility, and amortized overtheir respective affiliates, may from time to time receive customary fees and expenses in the performance of investment banking, financial advisory or other services for the Company. As of March 31, 2023, the Company was in compliance with all covenants of the ING Credit Facility.
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 twelve-month periodguarantee, 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, 2023, the Company had U.S. dollar borrowings of $530.0 million under the ING Credit Facility with an interest rate of 7.009% (with Term SOFR borrowings subject to one month SOFR of 4.759%), borrowings denominated in British pounds sterling of £33.2 million ($41.1 million U.S. dollars) with an interest rate of 6.110% (one month SONIA of 3.960%), borrowings denominated in Euros of €63.5 million ($69.0 million U.S. dollars) with an interest rate of 4.775% (one month EURIBOR of 2.625%) and borrowings denominated in Australian Dollars of A$5.5 million ($3.7 million U.S. dollars) with an interest rate of 5.900% (one month AUD Screen Rate of 3.750%). 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 incurrence. These expenses consistchanges 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 Statements of Operations.
As of December 31, 2022, the Company had U.S. dollar borrowings of $470.0 million under the ING Credit Facility with an interest rate of 6.571% (with Term SOFR borrowings subject to one month SOFR of 4.321%), borrowings denominated in British pounds sterling of £33.2 million ($39.9 million U.S. dollars) with an interest rate of 5.110% (one month SONIA of 2.960%), borrowings denominated in Euros of €63.5 million ($67.8 million U.S. dollars) with an interest rate of 3.772% (one month EURIBOR of 1.622%) and borrowings denominated in Australian Dollars of A$5.5 million ($3.7 million U.S. dollars) with an interest rate of 5.400% (one month AUD Screen Rate of 3.250%). 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 Consolidated Statements of Operations.
75
Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
As of March 31, 2023, the fair value of the borrowings outstanding under the ING Credit Facility was $643.7 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 was 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 0.75% per year, to the extent the February 2027 Notes 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 stockholders, 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, 2023, the Company was 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”). 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, 2023, the fair value of the February 2027 Notes was $87.3 million. The fair value determinations of the February 2027 Notes were based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.
76
Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
6. DERIVATIVE INSTRUMENTS
The Company enters into forward currency contracts from time to time to primarily help mitigate the impact that an adverse change in foreign exchange rates would have on net interest income from the Company’s investments and related borrowings denominated in foreign currencies. Forward currency contracts are considered undesignated derivative instruments.
The following tables present the Company’s foreign currency forward contracts as of March 31, 2023 and December 31, 2022:
As of March 31, 2023
Description
($ in thousands)
Notional Amount to be PurchasedNotional Amount to be SoldMaturity DateGross Amount of Recognized Assets (Liabilities)Balance Sheet Location of Net Amounts
Foreign currency forward contract (AUD)$26,797A$39,83604/11/23$88 Derivative assets
Foreign currency forward contract (CAD)C$168$12304/11/231 Derivative assets
Foreign currency forward contract (CAD)$4,389C$5,96204/11/23(19)Derivative liabilities
Foreign currency forward contract (DKK)104kr.$1504/11/23— Derivative assets
Foreign currency forward contract (DKK)$5423,770kr.04/11/23(8)Derivative liabilities
Foreign currency forward contract (DKK)$1175kr.04/11/23— Derivative assets
Foreign currency forward contract (EUR)€2,000$2,14204/11/2333 Derivative assets
Foreign currency forward contract (EUR)$91,411€85,55204/11/23(1,632)Derivative liabilities
Foreign currency forward contract (GBP)£1,200$1,47004/11/2314 Derivative assets
Foreign currency forward contract (GBP)$19,375£16,01304/11/23(431)Derivative liabilities
Foreign currency forward contract (NZD)$5,747NZ$9,13904/11/2318 Derivative assets
Foreign currency forward contract (NZD)$115NZ$18404/11/23(1)Derivative liabilities
Foreign currency forward contract (NOK)kr410$3804/11/231 Derivative assets
Foreign currency forward contract (NOK)$1,970kr19,30104/11/23122 Derivative assets
Foreign currency forward contract (NOK)$74kr72504/11/234 Derivative assets
Foreign currency forward contract (CHF)900Fr.$97704/11/239 Derivative assets
Foreign currency forward contract (CHF)$1,9891,822Fr.04/11/23(8)Derivative liabilities
Total$(1,809)
77
Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
As of December 31, 2022
Description
($ in thousands)
Notional Amount to be PurchasedNotional Amount to be SoldMaturity DateGross Amount of Recognized Assets (Liabilities)Balance Sheet Location of Net Amounts
Foreign currency forward contract (AUD)A$39,294$26,33701/09/23$408 Derivative assets
Foreign currency forward contract (AUD)A$2,000$1,37401/09/23(12)Derivative liabilities
Foreign currency forward contract (AUD)$26,835A$41,29401/09/23(1,272)Derivative liabilities
Foreign currency forward contract (AUD)$26,797A$39,83604/11/23(420)Derivative liabilities
Foreign currency forward contract (CAD)C$6,033$4,43501/09/2323 Derivative assets
Foreign currency forward contract (CAD)$4,428C$6,03301/09/23(29)Derivative liabilities
Foreign currency forward contract (CAD)$4,301C$5,84404/11/23(22)Derivative liabilities
Foreign currency forward contract (DKK)3,720kr.$53101/09/234 Derivative assets
Foreign currency forward contract (DKK)$4943,720kr.01/09/23(42)Derivative liabilities
Foreign currency forward contract (DKK)$5423,770kr.04/11/23(4)Derivative liabilities
Foreign currency forward contract (EUR)€83,782$88,96301/09/23711 Derivative assets
Foreign currency forward contract (EUR)$82,670€83,78201/09/23(7,005)Derivative liabilities
Foreign currency forward contract (EUR)$91,411€85,55204/11/23(734)Derivative liabilities
Foreign currency forward contract (GBP)£19,224$23,35201/09/23(132)Derivative liabilities
Foreign currency forward contract (GBP)$21,343£19,22401/09/23(1,878)Derivative liabilities
Foreign currency forward contract (GBP)$19,375£16,01304/11/23(9)Derivative liabilities
Foreign currency forward contract (NZD)NZ$9,080$5,70701/09/2353 Derivative assets
Foreign currency forward contract (NZD)NZ$3,000$1,93601/09/23(33)Derivative liabilities
Foreign currency forward contract (NZD)$6,701NZ$11,73801/09/23(745)Derivative liabilities
Foreign currency forward contract (NZD)$213NZ$34201/09/23(4)Derivative liabilities
Foreign currency forward contract (NZD)$5,747NZ$9,13904/11/23(54)Derivative liabilities
Foreign currency forward contract (NOK)kr19,278$1,96001/09/23— Derivative liabilities
Foreign currency forward contract (NOK)$1,767kr18,89001/09/23(153)Derivative liabilities
Foreign currency forward contract (NOK)$39kr38801/09/23— Derivative liabilities
Foreign currency forward contract (NOK)$1,970kr19,30104/11/23— Derivative liabilities
Foreign currency forward contract (NOK)$74kr72504/11/23— Derivative liabilities
Foreign currency forward contract (CHF)1,423Fr.$1,53701/09/233 Derivative assets
Foreign currency forward contract (CHF)$1,2621,223Fr.01/09/23(62)Derivative liabilities
Foreign currency forward contract (CHF)$206200Fr.01/09/23(10)Derivative liabilities
Foreign currency forward contract (CHF)$1,5521,422Fr.04/11/23(2)Derivative liabilities
Total$(11,420)
As of March 31, 2023 and December 31, 2022, the total fair value of the Company’s foreign currency forward contracts was $(1.8) million and $(11.4) million, respectively. The fair values of the Company’s foreign currency forward contracts are based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
Net realized gains or losses on forward currency contracts are included in “Net realized gains (losses) - foreign currency transactions” in the Company’s Unaudited Consolidated Statements of Operations. Net realized gains or losses on forward contracts recognized by the Company for the three months ended March 31, 2023 and 2022 are shown in the following table:
Three Months EndedThree Months Ended
($ in thousands)March 31, 2023March 31, 2022
Forward currency contracts$(10,175)$246 
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Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Net unrealized appreciation or depreciation on forward currency contracts are included in “Net unrealized appreciation (depreciation) - foreign currency transactions” in the Company’s Unaudited Consolidated Statements of Operations. Net unrealized appreciation or depreciation on forward contracts recognized by the Company for the three months ended March 31, 2023 and 2022 are shown in the following table:
Three Months EndedThree Months Ended
($ in thousands)March 31, 2023March 31, 2022
Forward currency contracts$9,611 $(218)
7. COMMITMENTS AND CONTINGENCIES
As of both March 31, 2023 and December 31, 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 $95.0 million was from MassMutual. As of both March 31, 2023 and December 31, 2022, all commitments have been funded.
In the normal course of business, the Company is party to financial instruments with off-balance sheet risk, consisting primarily of legal feesunused commitments to extend financing to the Company’s portfolio companies. Since commitments may expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements. As of March 31, 2023, the Company believed that it had adequate financial resources to satisfy its unfunded commitments. The balances of unused commitments to extend financing as of March 31, 2023 and December 31, 2022 were as follows:
Portfolio Company
($ in thousands)		Investment TypeMarch 31, 2023December 31, 2022
Accurus Aerospace Corporation(1)(2)Revolver$369 $461 
AlliA Insurance Brokers NV(1)(2)(3)Delayed Draw Term Loan2,055 — 
Amtech LLC(1)Delayed Draw Term Loan909 909 
Amtech LLC(1)Revolver227 182 
AnalytiChem Holding GmbH(1)(2)(3)Bridge Revolver174 171 
APC1 Holding(1)(3)Delayed Draw Term Loan— 354 
Aquavista Watersides 2 LTD(1)(2)(4)Capex / Acquisition Facility645 761 
Arc Education(1)(3)Delayed Draw Term Loan1,934 1,900 
Argus Bidco Limited(1)(2)(4)CAF Term Loan337 395 
Argus Bidco Limited(1)(2)(4)RCF Bridge Term Loan86 84 
ASC Communications, LLCRevolver659 659 
Astra Bidco Limited(1)(4)Delayed Draw Term Loan702 683 
ATL II MRO Holdings Inc.(1)Revolver1,250 1,250 
Avance Clinical Bidco Pty Ltd(1)(5)Delayed Draw Term Loan964 976 
Azalea Buyer, Inc.(1)Delayed Draw Term Loan641 641 
Azalea Buyer, Inc.(1)Revolver321 321 
Bariacum S.A(1)(3)Acquisition Facility652 640 
Beyond Risk Management, Inc.(1)(2)Delayed Draw Term Loan2,423 2,423 
Biolam Group(1)(2)(3)Delayed Draw Term Loan2,768 3,189 
Bounteous, Inc.(1)(2)Delayed Draw Term Loan2,580 2,580 
Brightpay Limited(1)(2)(3)Delayed Draw Term Loan124 122 
BrightSign LLC(1)Revolver— 715 
CAi Software, LLC(1)(2)Revolver707 707 
Canadian Orthodontic Partners Corp.(1)(2)(6)Delayed Draw Term Loan— 106 
Ceres Pharma NV(1)(3)Delayed Draw Term Loan1,472 1,610 
CGI Parent, LLC(1)(2)Revolver1,653 1,653 
Comply365, LLC(1)Revolver556 472 
Coyo Uprising GmbH(1)(3)Delayed Draw Term Loan514 505 
CSL DualCom(1)(4)Capex / Acquisition Term Loan181 177 
79
Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Portfolio Company
($ in thousands)		Investment TypeMarch 31, 2023December 31, 2022
DataServ Integrations, LLC(1)Revolver481 481 
DecksDirect, LLC(1)Revolver218 218 
DISA Holdings Corp.(1)Delayed Draw Term Loan912 912 
DISA Holdings Corp.(1)Revolver286 277 
Dune Group(1)(2)(3)Delayed Draw Term Loan998 980 
Dwyer Instruments, Inc.(1)Delayed Draw Term Loan1,845 1,845 
Eclipse Business Capital, LLC(1)Revolver9,074 8,625 
EMI Porta Holdco LLC(1)(2)Delayed Draw Term Loan3,532 3,532 
EMI Porta Holdco LLC(1)(2)Revolver468 631 
EPS NASS Parent, Inc.(1)Delayed Draw Term Loan187 187 
eShipping, LLC(1)Delayed Draw Term Loan1,923 1,923 
eShipping, LLC(1)Revolver1,122 1,122 
Eurofins Digital Testing International LUX Holding SARL(1)(2)(3)Delayed Draw Term Loan358 352 
Eurofins Digital Testing International LUX Holding SARL(1)(2)(3)Delayed Draw Term Loan1,791 1,759 
Events Software BidCo Pty Ltd(1)(2)Delayed Draw Term Loan640 640 
Express Wash Acquisition Company, LLC(1)(2)Revolver77 77 
Faraday(1)(2)(3)Delayed Draw Term Loan973 
Fineline Technologies, Inc.(1)(2)Delayed Draw Term Loan— 240 
Footco 40 Limited(1)(2)(4)Delayed Draw Term Loan556 766 
Fortis Payment Systems, LLC(1)(2)Delayed Draw Term Loan925 925 
FragilePak LLC(1)Delayed Draw Term Loan3,779 3,779 
GB Eagle Buyer, Inc.(1)(2)Revolver1,936 1,935 
Global Academic Group Limited(1)(7)Term Loan297 301 
GPZN II GmbH(1)(2)(3)CAF Term Loan— 560 
Greenhill II BV(1)(3)Capex Acquisition Facility260 255 
Groupe Product Life(1)(3)Delayed Draw Term Loan449 441 
Gusto Aus BidCo Pty Ltd(1)(5)Delayed Draw Term Loan220 223 
HeartHealth Bidco Pty Ltd(1)(5)Delayed Draw Term Loan309 313 
Heartland Veterinary Partners, LLC(1)(2)Delayed Draw Term Loan95 95 
HEKA Invest(1)(2)(3)Delayed Draw Term Loan565 555 
HTI Technology & Industries(1)(2)Delayed Draw Term Loan1,023 1,023 
HTI Technology & Industries(1)(2)Revolver682 682 
Innovad Group II BV(1)(2)(3)Delayed Draw Term Loan849 834 
INOS 19-090 GmbH(1)(3)Acquisition Facility1,257 1,235 
Interstellar Group B.V.(1)(3)Delayed Draw Term Loan1,334 1,310 
Interstellar Group B.V.(1)(3)Delayed Draw Term Loan56 55 
Isolstar Holding NV (IPCOM)(1)(3)Delayed Draw Term Loan757 744 
ITI Intermodal, Inc.(1)(2)Delayed Draw Term Loan— 103 
ITI Intermodal, Inc.(1)(2)Delayed Draw Term Loan1,959 — 
ITI Intermodal, Inc.(1)(2)Revolver461 118 
Jaguar Merger Sub Inc.(1)Delayed Draw Term Loan— 422 
Jaguar Merger Sub Inc.(1)Revolver— 490 
Jon Bidco Limited(1)(7)Capex & Acquisition Facility424 428 
Jones Fish Hatcheries & Distributors LLC(1)(2)Revolver418 418 
Kano Laboratories LLC(1)Delayed Draw Term Loan1,574 1,574 
Kano Laboratories LLC(1)Delayed Draw Term Loan1,203 1,203 
80
Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Portfolio Company
($ in thousands)		Investment TypeMarch 31, 2023December 31, 2022
Lambir Bidco Limited(1)(2)(3)Delayed Draw Term Loan1,272 1,250 
LeadsOnline, LLC(1)Revolver1,952 1,952 
LivTech Purchaser, Inc.(1)(2)Delayed Draw Term Loan530 530 
Marmoutier Holding B.V.(1)(2)(3)Delayed Draw Term Loan24 24 
Marmoutier Holding B.V.(1)(2)(3)Revolver108 106 
Marshall Excelsior Co.(1)Revolver33 250 
MC Group Ventures Corporation(1)Delayed Draw Term Loan311 311 
Mercell Holding AS(1)(8)Capex Acquisition Facility375 398 
Modern Star Holdings Bidco Pty Limited(1)(2)(5)Term Loan331 335 
Murphy Midco Limited(1)(2)(4)Delayed Draw Term Loan491 553 
Narda Acquisitionco., Inc.(1)(2)Revolver615 615 
NeoxCo(1)(2)(3)Delayed Draw Term Loan489 — 
Nexus Underwriting Management Limited(1)(2)(4)Acquisition Facility685 810 
NF Holdco, LLC(1)(2)Revolver737 — 
Novotech Aus Bidco Pty Ltd(1)(2)Capex & Acquisition Facility1,042 1,042 
NPM Investments 28 BV(1)(3)Delayed Draw Term Loan471 463 
OA Buyer, Inc.(1)Revolver1,331 1,331 
OAC Holdings I Corp(1)Revolver127 303 
Omni Intermediate Holdings, LLC(1)(2)Delayed Draw Term Loan— 2,505 
OSP Hamilton Purchaser, LLC(1)(2)Revolver259 187 
Polara Enterprises, L.L.C.(1)Revolver273 273 
Premium Invest(1)(3)Delayed Draw Term Loan3,694 3,629 
ProfitOptics, LLC(1)Revolver123 194 
Protego Bidco B.V.(1)(2)(3)Delayed Draw Term Loan214 210 
PSP Intermediate 4, LLC(1)(2)(3)Delayed Draw Term Loan740 727 
Qualified Industries, LLC(1)(2)Revolver242 — 
Questel Unite(1)(2)(3)Incremental Term Loan2,813 2,763 
R1 Holdings, LLC(1)Delayed Draw Term Loan910 1,311 
R1 Holdings, LLC(1)Revolver801 801 
Randys Holdings, Inc.(1)(2)Delayed Draw Term Loan3,309 3,309 
Randys Holdings, Inc.(1)(2)Revolver1,135 1,178 
Rep Seko Merger Sub LLC(1)Delayed Draw Term Loan289 362 
Reward Gateway (UK) Ltd(1)(2)(4)Acquisition Facility756 735 
Rocade Holdings LLCPreferred Equity10,000 — 
Royal Buyer, LLC(1)Delayed Draw Term Loan1,041 1,104 
Royal Buyer, LLC(1)Revolver670 670 
Safety Products Holdings, LLC(1)(2)Delayed Draw Term Loan2,451 2,451 
Sanoptis S.A.R.L.(1)(2)(3)Acquisition Capex Facility1,134 2,076 
Sanoptis S.A.R.L.(1)(2)(9)CAF Delayed Draw Term Loan450 — 
SBP Holdings LP(1)(2)Delayed Draw Term Loan735 — 
SBP Holdings LP(1)(2)Revolver444 — 
Scaled Agile, Inc.(1)(2)Delayed Draw Term Loan416 416 
Scaled Agile, Inc.(1)(2)Revolver336 336 
Scout Bidco B.V.(1)(3)Delayed Draw Term Loan1,155 1,135 
Scout Bidco B.V.(1)(3)Revolver524 515 
Sereni Capital NV(1)(2)(3)Delayed Draw Term Loan1,599 — 
Sereni Capital NV(1)(2)(3)Term Loan— 109 
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Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Portfolio Company
($ in thousands)		Investment TypeMarch 31, 2023December 31, 2022
Smartling, Inc.(1)(2)Delayed Draw Term Loan1,176 1,176 
Smartling, Inc.(1)(2)Revolver588 588 
Soho Square III Debtco II SARL(1)(4)Delayed Draw Term Loan2,318 2,255 
Solo Buyer, L.P.(1)(2)Revolver1,197 1,197 
Sparus Holdings, LLC (f/k/a Sparus Holdings, Inc.)(1)Delayed Draw Term Loan399 666 
Sparus Holdings, LLC (f/k/a Sparus Holdings, Inc.)(1)Revolver141 156 
Spatial Business Systems LLC(1)Delayed Draw Term Loan3,750 3,750 
Spatial Business Systems LLC(1)Revolver703 703 
SSCP Pegasus Midco Limited(1)(4)Delayed Draw Term Loan1,730 1,683 
Superjet Buyer, LLC(1)Revolver1,460 1,460 
Syntax Systems Ltd(1)(2)Delayed Draw Term Loan1,142 1,142 
Syntax Systems Ltd(1)(2)Revolver119 199 
Tank Holding Corp(1)Revolver469 545 
Tanqueray Bidco Limited(1)(2)(4)Capex Facility1,118 1,088 
Techone B.V.(1)(3)Revolver93 61 
Tencarva Machinery Company, LLC(1)Revolver752 752 
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)(1)Delayed Draw Term Loan2,707 2,707 
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)(1)Revolver796 796 
The Cleaver-Brooks Company, Inc.(1)Revolver1,615 1,413 
Trader Corporation(1)(6)Revolver173 173 
TSYL Corporate Buyer, Inc.(1)Delayed Draw Term Loan1,681 1,681 
TSYL Corporate Buyer, Inc.(1)Revolver177 177 
Turbo Buyer, Inc.(1)(2)Delayed Draw Term Loan974 974 
Union Bidco Limited(1)(2)(4)Acquisition Facility80 78 
United Therapy Holding III GmbH(1)(2)(3)Acquisition Facility672 1,170 
Unither (Uniholding)(1)(2)(3)Delayed Draw Term Loan471 — 
W2O Holdings, Inc.(1)(2)Delayed Draw Term Loan234 — 
W2O Holdings, Inc.(1)(2)Delayed Draw Term Loan— 1,060 
Waccamaw River(2)Joint Venture2,480 2,480 
Whitcraft Holdings, Inc.(1)(2)Revolver943 — 
Woodland Foods, LLC(1)(2)Line of Credit213 213 
WWEC Holdings III Corp(1)(2)Delayed Draw Term Loan1,165 1,165 
WWEC Holdings III Corp(1)(2)Revolver512 512 
Xeinadin Bidco Limited(1)(4)CAF Term Loan2,438 2,372 
ZB Holdco LLC(1)Delayed Draw Term Loan— 676 
ZB Holdco LLC(1)Revolver423 423 
Zeppelin Bidco Limited(1)(2)(4)Capex / Acquisition Facility1,293 1,258 
Total unused commitments to extend financing$154,815 $143,252 
(1)The Adviser’s estimate of the fair value of the current investments in these portfolio companies includes an analysis of the fair value of any unfunded commitments.
(2)Represents a commitment to extend financing to a portfolio company where one or more of the Company’s current investments in the portfolio company are carried at less than cost.
(3)Actual commitment amount is denominated in Euros. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(4)Actual commitment amount is denominated in British pounds sterling. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(5)Actual commitment amount is denominated in Australian dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(6)Actual commitment amount is denominated in Canadian dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
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Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
(7)Actual commitment amount is denominated in New Zealand dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(8)Actual commitment amount is denominated in Norwegian Kroner. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(9)Actual commitment amount is denominated in Swiss francs. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
8. FINANCIAL HIGHLIGHTS
The following is a schedule of financial highlights for the three months ended March 31, 2023 and 2022:
Three Months Ended March 31,
($ in thousands, except share and per share amounts)20232022
Per share data:
Net asset value at beginning of period$21.66 $22.43 
Net investment income (1)0.68 0.48 
Net realized gain (loss) on investments / foreign currency transactions (1)(0.35)0.13 
Net unrealized appreciation (depreciation) on investments / foreign currency transactions (1)0.59 0.11 
Total increase from investment operations (1)0.92 0.72 
Dividends paid to stockholders from net investment income(0.57)(0.44)
Dividends paid to stockholders from short-term realized gains(0.03)(0.07)
Total dividends declared(0.60)(0.51)
Loss on extinguishment of debt (1)— (0.01)
Net asset value at end of period$21.98 $22.63 
Shares outstanding at end of period28,142,612 26,939,328
Net assets at end of period$618,439 $609,599
Average net assets$609,288 $487,448
Ratio of total expenses to average net assets (annualized) (2)10.09 %6.14 %
Ratio of net investment income to average net assets (annualized) (2)12.39 %9.71 %
Portfolio turnover ratio (annualized)1.83 %0.36 %
Total return (3)4.29 %3.19 %
(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)Does not include expenses of underlying investment companies, including joint ventures.
(3)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
On May 4, 2023, the Board declared a quarterly dividend of $0.62 per share payable on June 14, 2023 to holders of record as of May 31, 2023.

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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 months ended March 31, 2023, 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, 2022. 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 costs incurredthings, 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, 2022 and in Item 1A entitled “Risk Factors” in Part II of our subsequently filed Quarterly Reports on Form 10-Q or in other reports that we may file with the Securities and Exchange Commission (the “SEC”) from time to time. 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, including the risks of a slowing economy, rising inflation and risk of recession, and volatility in the financial services sector, including bank failures; the interest rate environment or conditions affecting the financial and capital markets; the impact of global health crises, on our or our portfolio companies’ business and the U.S. and global economy; our, or our portfolio companies’, future business, operations, operating results or prospects; 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 or our portfolio companies’ 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, or 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 and management services pursuant to the terms of an investment advisory agreement (the “Advisory Agreement”) and an administration agreement (the “Administration Agreement”).
Our primary 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 hold 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 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
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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 focus on investing primarily in senior secured private debt instruments in well-established middle-market businesses that operate across a wide range of industries. To a lesser extent, we will invest in equity, special situations, structured credit (e.g., private asset-backed securities), syndicated loan opportunities and/or mortgage 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 Company’slife 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 offeringdebt investments that have terms of common stockbetween five and seven years and bear interest between the Secured Overnight Financing Rate (“SOFR”) (or the applicable currency rate for investments in foreign currencies) plus 475 basis points and SOFR plus 675 basis points per annum.
As of March 31, 2023 and December 31, 2022, the weighted average yield on the principal amount of our outstanding debt investments other than non-accrual debt investments was approximately 10.3% and 10.0%, respectively. The weighted average yield on the principal amount of all of our outstanding debt investments (including non-accrual debt investments) was approximately 10.1% and 9.8% as of March 31, 2023 and December 31, 2022, respectively.
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’ $281.6 billion Global Fixed Income Platform (as of March 31, 2023) 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 preparationFinancial Conduct Authority in the United Kingdom with its principal office located in London, England. As of March 31, 2023, BIIL had approximately £15.9 billion in assets under management.
Among other things, Barings (i) determines the composition of our portfolio, the nature and timing of the Company’s amended registration statementchanges 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 Form 10,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 (in its capacity as our Administrator) 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.
Included in Barings GPFG is Barings North American Private Finance Team (the “U.S. Investment Team”), which consists of 51 investment professionals (as of March 31, 2023) located in three offices in the U.S. The U.S. Investment Team provides a full set of solutions to the North American middle market, including revolvers, first and second lien senior secured loans, unitranche structures, mezzanine debt and equity co-investments. The U.S. Investment Team averages over 20 years of
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industry experience at the Managing Director and Director level. In addition, Barings believes that it has best-in-class support personnel, including expertise in risk management, legal, accounting, tax, information technology and compliance, among others. We expect to benefit from the support provided by these personnel in our operations.
Portfolio Composition
The total value of our investment portfolio was $1,324.9 million as of March 31, 2023, as compared to $1,233.4 million as of December 31, 2022. As of March 31, 2023, we had investments in 237 portfolio companies with an aggregate cost of $1,343.4 million. As of December 31, 2022, we had investments in 228 portfolio companies with an aggregate cost of $1,261.6 million. As of both March 31, 2023 and December 31, 2022, none of our portfolio investments represented greater than 10% of the total fair value of our investment portfolio.
As of March 31, 2023 and December 31, 2022, our investment portfolio consisted of the following investments:
($ in thousands)CostPercentage of
Total
Portfolio		Fair ValuePercentage of
Total
Portfolio
March 31, 2023:
Senior debt and 1st lien notes
$989,709 74 %$962,148 73 %
Subordinated debt and 2nd lien notes
129,128 10 126,084 10 
Structured products31,186 2 27,687 2 
Equity shares141,111 10 165,304 12 
Equity warrants70 — 491 — 
Investments in joint ventures52,208 4 43,193 3 
$1,343,412 100 %$1,324,907 100 %
($ in thousands)CostPercentage of
Total Portfolio		Fair ValuePercentage of
Total Portfolio
December 31, 2022:
Senior debt and 1st lien notes
$950,985 75 %$920,219 75 
Subordinated debt and 2nd lien notes
127,970 10 123,244 10 
Structured products32,015 3 28,321 2 
Equity shares94,592 8 113,666 9 
Equity warrants70 — 476 — 
Investments in joint ventures55,971 4 47,479 4 
$1,261,603 100 %$1,233,405 100 %
Investment Activity
During the three months ended March 31, 2023, we made 10 new investments totaling $36.7 million, made investments in existing portfolio companies totaling $19.8 million and made a $45.0 million equity co-investment alongside certain affiliates in a portfolio company that specializes in providing financing to plaintiff law firms engaged in mass tort and other civil litigation. We had two loans repaid at par totaling $10.1 million and received $7.3 million of portfolio company principal payments and sales proceeds, recognizing a net realized loss on August 5,these transactions of $0.2 million. Finally, we received $3.8 million of return of capital from one of our joint ventures.
During the three months ended March 31, 2022, we made 21 new investments totaling $127.8 million, made investments in existing portfolio companies totaling $15.9 million and made additional investments in joint venture equity portfolio companies totaling $8.7 million. We received $2.0 million of portfolio company principal payments and sold $0.2 million of loans, recognizing a net realized gain on these transactions of $0.2 million.
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Total portfolio investment activity for the three months ended March 31, 2023 and 2022 was as follows:
Three Months Ended
March 31, 2023:
($ in thousands)
Senior Debt
and 1st Lien
Notes
Subordinated Debt and 2nd Lien Notes
Structured ProductsEquity
Shares		Equity
Warrants		Investments in Joint VenturesTotal
Fair value, beginning of period$920,219 $123,244 $28,321 $113,666 $476 $47,479 $1,233,405 
New investments54,252 683 — 46,519 — — 101,454 
Proceeds from sales of investments / return of capital— — — — — (3,763)(3,763)
Loan origination fees received(1,495)(20)— — — — (1,515)
Principal repayments received(16,187)(449)(833)— — — (17,469)
Payment-in-kind interest/dividends1,038 826 — — — — 1,864 
Accretion of loan premium/discount282 49 3 — — — 334 
Accretion of deferred loan origination revenue1,059 70 — — — — 1,129 
Realized gain (loss)(224)— — — — — (224)
Unrealized appreciation (depreciation)3,204 1,681 196 5,119 15 (523)9,692 
Fair value, end of period$962,148 $126,084 $27,687 $165,304 $491 $43,193 $1,324,907 
Three Months Ended
March 31, 2022:
($ in thousands)
Senior Debt
and 1st Lien
Notes
Subordinated Debt and 2nd Lien Notes
Structured ProductsEquity
Shares		Equity
Warrants		Investments in Joint VenturesTotal
Fair value, beginning of period$620,928 $92,297 $30,900 $59,601 $163 $61,253 $865,142 
New investments130,953 5,811 — 6,990 — 8,731 152,485 
Proceeds from sales of investments(276)— — — — — (276)
Loan origination fees received(2,711)18 — — — — (2,693)
Principal repayments received(1,532)— (478)— — — (2,010)
Payment-in-kind interest/dividends668 210 — — — — 878 
Accretion of loan premium/ discount219 36 3 — — — 258 
Accretion of deferred loan origination revenue675 35 — — — — 710 
Realized gain (loss)229 — — — — — 229 
Unrealized appreciation (depreciation)(4,262)(1,138)(970)12,606 (107)(3,687)2,442 
Fair value, end of period$744,891 $97,269 $29,455 $79,197 $56 $66,297 $1,017,165 
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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 March 31, 2023, we had two portfolio companies with investments on non-accrual, the fair value of which was $9.9 million, which comprised 0.7% of the total fair value our portfolio, and the cost of which was $19.3 million, which comprised of 1.4% of the total cost of our portfolio. As of December 31, 2022, we had one portfolio company with investments on non-accrual, the fair value of which was $6.5 million, which comprised 0.5% of the total fair value of our portfolio, and the cost of which was $17.4 million, which comprised 1.4% of the total cost of our portfolio.
A summary of our non-accrual assets as of March 31, 2023 is provided below.
Core Scientific, Inc.
During the quarter ended December 31, 2022, we placed our debt investment in Core Scientific, Inc., or Core Scientific, on non-accrual status effective with the monthly payment due October 31, 2022. As a result, under U.S. GAAP, we will not recognize interest income on our debt investment in Core Scientific for financial reporting purposes. As of March 31, 2023, the cost of our debt investment in Core Scientific was $17.4 million and the fair value of such investment was $8.8 million.
Serta Simmons Bedding LLC
During the quarter ended March 31, 2023, we placed our debt investment in Serta Simmons Bedding LLC, or Serta Simmons on non-accrual status effective with the quarterly payment due on March 31, 2023. As a result, under U.S. GAAP, we will not recognize interest income on our debt investment in Serta Simmons for financial reporting purposes. As of March 31, 2023, the cost of our debt investment in Serta Simmons was $1.9 million and the fair value of such investment was $1.1 million.
Results of Operations
Comparison of the three months ended March 31, 2023 and 2022
Operating results for the three months ended March 31, 2023 and 2022 were as follows:
Three Months EndedThree Months Ended
($ in thousands)March 31,
2023		March 31,
2022
Total investment income$34,239 $19,320 
Total operating expenses15,344 7,304 
Net investment income before taxes18,895 12,016 
Income taxes, including excise tax expense24 — 
Net investment income after taxes18,871 12,016 
Net realized gains (losses)(9,932)2,917 
Net unrealized appreciation (depreciation)16,554 2,331 
Net realized gains (losses) and unrealized appreciation (depreciation) on investments and foreign currency borrowings6,622 5,248 
Loss on extinguishment of debt— (181)
Net increase in net assets resulting from operations$25,493 $17,083 
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.
88

Investment Income
Three Months EndedThree Months Ended
($ in thousands)March 31,
2023		March 31,
2022
Investment income:
Interest income$27,320 $13,379 
Dividend income3,479 3,790 
Fee and other income1,686 1,016 
Payment-in-kind interest income1,743 1,135 
Interest income from cash11 — 
Total investment income$34,239 $19,320 
The change in total investment income for the three months ended March 31, 2023, as compared to the three months ended March 31, 2022, was primarily due to an increase in the weighted average yield on the portfolio from higher base rates, an increase in the average size of our portfolio, 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 weighted average yield on the principal amount of our outstanding debt investments, other than non-accrual debt investments, was 10.3% as of March 31, 2023, as compared to 7.0% as of March 31, 2022. The amount of our outstanding debt investments was $1,167.3 million as of March 31, 2023, as compared to $889.9 million as of March 31, 2022. The increase in the average size of our portfolio was largely due to increased middle-market investment and special situation investment opportunities. For the three months ended March 31, 2023, dividends from portfolio companies and joint venture investments were $3.5 million, compared to $3.8 million for the three months ended March 31, 2022. For the three months ended March 31, 2023, acceleration of unamortized OID income and unamortized loan origination fee totaled $0.3 million, as compared to nil for the three months ended March 31, 2022. For the three months ended March 31, 2023, PIK interest income was $1.7 million, as compared to $1.1 million for the three months ended March 31, 2022.
Operating Expenses
Three Months EndedThree Months Ended
($ in thousands)March 31,
2023		March 31,
2022
Operating expenses:
Interest and other financing fees$11,293 $3,751 
Base management fee486 355 
Incentive fee2,699 2,323 
Professional fees232 216 
Directors fees60 75 
Custody and administrative fees182 193 
Other general and administrative expenses392 391 
Total operating expenses$15,344 $7,304 
Interest and Other Financing Fees
Interest and other financing fees during the three months ended March 31, 2023 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 three months ended March 31, 2022 were attributable to borrowings under the February 2027 Notes, the September 2020 (the “Form 10”Subscription Facility (as defined below under “Financial Condition, Liquidity and Capital Resources”). and the ING Credit Facility. The increase in interest and other financing fees for the three months ended March 31, 2023 as compared to the three months ended March 31, 2022, was primarily attributable to increased borrowings under the ING Credit Facility and an increase in the weighted average interest rate on the ING Credit Facility. The weighted average interest on the ING Credit Facility was 6.7% as of March 31, 2023, as compared to 2.5% as of March 31, 2022.
89

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 months ended March 31, 2023 and 2022, the amount of base management fee incurred was $0.5 million and $0.4 million, respectively.
Incentive Fees
Under the Advisory Agreement, we pay Barings an incentive fee. The incentive fee consists of two parts: (i) an Income-Based Fee based on pre-incentive fee net investment income and (ii) a Capital Gains 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 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 months ended March 31, 2023, the amount of Income-Based Fee incurred was $2.7 million, and we did not accrue any Capital Gains Fee. For the three months ended March 31, 2022, the amount of Income-Based Fee incurred was $1.8 million, and we accrued $0.5 million 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 GeneralSeptember 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 Administrative Expensesa 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).
Other generalThe 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 administrative expenses include bank service fees payable thereunder, and expenses reimbursableat 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 Adviser underCompany. In connection with the termstermination, the pro rata portion of the Administration Agreement and otherunamortized deferred financing costs related to operating the Company.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.
Concentration of Credit Risk
As of bothBorrowings under the September 30, 2022 and December 31, 2021, there were no individual investments representing greater than 10%2020 Subscription Facility bore interest at a rate equal to, at the election of the fair valueCompany, 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 portfolio. Asinvestors. In addition, the Company and the administrative agent, for the benefit of September 30, 2022 and December 31, 2021,the secured parties, entered into a borrower pledge of collateral account pursuant to which the Company’s largest single portfolio company investment, excluding short-term investments, represented approximately 6.1%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 5.7%, respectively, of the fair valueall of the Company’s portfolio. Income, consisting ofright, title and interest dividends, fees, other investment income and realization of gainsin the amounts or losses, can fluctuate dramatically upon repayment of an investment or sale of an equity interest andproperty held in any given year can be highly concentrated among several portfolio companies.such account.
As ofBorrowings under the September 30, 2022, all of2020 Subscription Facility were subject to the Company's assets were or will be pledged as collateral forleverage restrictions applicable to the Company that are contained in the 1940 Act.
ING Capital Credit Facility
On January 15, 2021, the Company entered into the ING Credit Facility.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.
TheOn April 30, 2021, the Company places its cashamended 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 financial institutions and, at times, cash may exceed insured limits under applicable law.SOFR
6174
Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Investments Denominated in Foreign Currency
As of September 30,benchmark provisions. On October 13, 2022, the Company held 11 investments that wereamended the ING Credit Facility to increase total commitments from lenders to $710.0 million from $625.0 million.
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, one investment that was denominated in Canadian dollars, one investment that was denominated in Danish kroner, two investments that wereDollars, the adjusted eurocurrency rate plus 2.35%, or (iv) for borrowings denominated in New Zealand dollars,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 SOFR 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.
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 the Company’s portfolio comprises cash, cash equivalents, long-term U.S. government securities or first lien loans to portfolio companies, or (b) 167% or 200% at specified concentrations of such assets at amounts less than or equal to 70% of the total fair value of the Company’s portfolio, (iii) meeting a minimum liquidity test, (iv) meeting a minimum net worth test, and (v) maintaining the Company’s status as a RIC under the Code and as a BDC under the 1940 Act. 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 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 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 the Company. As of March 31, 2023, the Company was in compliance with all covenants of the ING Credit Facility.
The Company, one investmentof its subsidiaries, BCIC Holdings, Inc., ING, as administrative agent, the financing agents and designated indebtedness holders that was denominatedbecome 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 Norwegian krone, 44 investments that were denominated in Euros,substantially all of the Company’s and its subsidiary guarantors’ present and future property and assets.
As of March 31, 2023, the Company had U.S. dollar borrowings of $530.0 million under the ING Credit Facility with an interest rate of 7.009% (with Term SOFR borrowings subject to one investment that was denominated in Swiss francs and 22 investments that weremonth SOFR of 4.759%), borrowings denominated in British pounds sterling. Assterling of December 31, 2021, the Company held six investments that were£33.2 million ($41.1 million U.S. dollars) with an interest rate of 6.110% (one month SONIA of 3.960%), borrowings denominated in Euros of €63.5 million ($69.0 million U.S. dollars) with an interest rate of 4.775% (one month EURIBOR of 2.625%) and borrowings 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 investmentsDollars of A$5.5 million ($3.7 million U.S. dollars) with an interest rate of 5.900% (one month AUD Screen Rate of 3.750%). The borrowings denominated in foreign currencies arewere translated into United StatesU.S. dollars usingbased on the spot exchange rate onat the last business day of the period. Purchases and sales of foreign portfolio company investments, and any incomerelevant balance sheet date. The impact resulting 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 fluctuationchanges in such fair values are translated into United States dollars using the applicable foreign exchange rates described above,on the Company does not separately report that portion of the changeING Credit Facility borrowings is included in fair values resulting from“unrealized appreciation (depreciation) - 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 investmentstransactions” in the Company’s Unaudited Consolidated StatementStatements of Operations.
In addition, during bothAs of December 31, 2022, the nine months ended September 30,Company had U.S. dollar borrowings of $470.0 million under the ING Credit Facility with an interest rate of 6.571% (with Term SOFR borrowings subject to one month SOFR of 4.321%), borrowings denominated in British pounds sterling of £33.2 million ($39.9 million U.S. dollars) with an interest rate of 5.110% (one month SONIA of 2.960%), borrowings denominated in Euros of €63.5 million ($67.8 million U.S. dollars) with an interest rate of 3.772% (one month EURIBOR of 1.622%) and borrowings denominated in Australian Dollars of A$5.5 million ($3.7 million U.S. dollars) with an interest rate of 5.400% (one month AUD Screen Rate of 3.250%). 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 Consolidated Statements of Operations.
75
Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
As of March 31, 2023, the fair value of the borrowings outstanding under the ING Credit Facility was $643.7 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, and September 30, 2021, 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 was 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 0.75% per year, to the extent the February 2027 Notes 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 stockholders, 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, 2023, the Company was 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”). 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, 2023, the fair value of the February 2027 Notes was $87.3 million. The fair value determinations of the February 2027 Notes were based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.
76
Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
6. DERIVATIVE INSTRUMENTS
The Company enters into forward currency contracts from time to time to primarily to help mitigate the impact that an adverse change in foreign exchange rates would have on net interest income from the Company'sCompany’s investments and related borrowings denominated in foreign currencies. Net unrealized appreciation or depreciation on foreignForward currency contracts are included in “Net unrealized appreciation (depreciation) -considered undesignated derivative instruments.
The following tables present the Company’s foreign currency transactions”forward contracts as of March 31, 2023 and netDecember 31, 2022:
As of March 31, 2023
Description
($ in thousands)
Notional Amount to be PurchasedNotional Amount to be SoldMaturity DateGross Amount of Recognized Assets (Liabilities)Balance Sheet Location of Net Amounts
Foreign currency forward contract (AUD)$26,797A$39,83604/11/23$88 Derivative assets
Foreign currency forward contract (CAD)C$168$12304/11/231 Derivative assets
Foreign currency forward contract (CAD)$4,389C$5,96204/11/23(19)Derivative liabilities
Foreign currency forward contract (DKK)104kr.$1504/11/23— Derivative assets
Foreign currency forward contract (DKK)$5423,770kr.04/11/23(8)Derivative liabilities
Foreign currency forward contract (DKK)$1175kr.04/11/23— Derivative assets
Foreign currency forward contract (EUR)€2,000$2,14204/11/2333 Derivative assets
Foreign currency forward contract (EUR)$91,411€85,55204/11/23(1,632)Derivative liabilities
Foreign currency forward contract (GBP)£1,200$1,47004/11/2314 Derivative assets
Foreign currency forward contract (GBP)$19,375£16,01304/11/23(431)Derivative liabilities
Foreign currency forward contract (NZD)$5,747NZ$9,13904/11/2318 Derivative assets
Foreign currency forward contract (NZD)$115NZ$18404/11/23(1)Derivative liabilities
Foreign currency forward contract (NOK)kr410$3804/11/231 Derivative assets
Foreign currency forward contract (NOK)$1,970kr19,30104/11/23122 Derivative assets
Foreign currency forward contract (NOK)$74kr72504/11/234 Derivative assets
Foreign currency forward contract (CHF)900Fr.$97704/11/239 Derivative assets
Foreign currency forward contract (CHF)$1,9891,822Fr.04/11/23(8)Derivative liabilities
Total$(1,809)
77
Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
As of December 31, 2022
Description
($ in thousands)
Notional Amount to be PurchasedNotional Amount to be SoldMaturity DateGross Amount of Recognized Assets (Liabilities)Balance Sheet Location of Net Amounts
Foreign currency forward contract (AUD)A$39,294$26,33701/09/23$408 Derivative assets
Foreign currency forward contract (AUD)A$2,000$1,37401/09/23(12)Derivative liabilities
Foreign currency forward contract (AUD)$26,835A$41,29401/09/23(1,272)Derivative liabilities
Foreign currency forward contract (AUD)$26,797A$39,83604/11/23(420)Derivative liabilities
Foreign currency forward contract (CAD)C$6,033$4,43501/09/2323 Derivative assets
Foreign currency forward contract (CAD)$4,428C$6,03301/09/23(29)Derivative liabilities
Foreign currency forward contract (CAD)$4,301C$5,84404/11/23(22)Derivative liabilities
Foreign currency forward contract (DKK)3,720kr.$53101/09/234 Derivative assets
Foreign currency forward contract (DKK)$4943,720kr.01/09/23(42)Derivative liabilities
Foreign currency forward contract (DKK)$5423,770kr.04/11/23(4)Derivative liabilities
Foreign currency forward contract (EUR)€83,782$88,96301/09/23711 Derivative assets
Foreign currency forward contract (EUR)$82,670€83,78201/09/23(7,005)Derivative liabilities
Foreign currency forward contract (EUR)$91,411€85,55204/11/23(734)Derivative liabilities
Foreign currency forward contract (GBP)£19,224$23,35201/09/23(132)Derivative liabilities
Foreign currency forward contract (GBP)$21,343£19,22401/09/23(1,878)Derivative liabilities
Foreign currency forward contract (GBP)$19,375£16,01304/11/23(9)Derivative liabilities
Foreign currency forward contract (NZD)NZ$9,080$5,70701/09/2353 Derivative assets
Foreign currency forward contract (NZD)NZ$3,000$1,93601/09/23(33)Derivative liabilities
Foreign currency forward contract (NZD)$6,701NZ$11,73801/09/23(745)Derivative liabilities
Foreign currency forward contract (NZD)$213NZ$34201/09/23(4)Derivative liabilities
Foreign currency forward contract (NZD)$5,747NZ$9,13904/11/23(54)Derivative liabilities
Foreign currency forward contract (NOK)kr19,278$1,96001/09/23— Derivative liabilities
Foreign currency forward contract (NOK)$1,767kr18,89001/09/23(153)Derivative liabilities
Foreign currency forward contract (NOK)$39kr38801/09/23— Derivative liabilities
Foreign currency forward contract (NOK)$1,970kr19,30104/11/23— Derivative liabilities
Foreign currency forward contract (NOK)$74kr72504/11/23— Derivative liabilities
Foreign currency forward contract (CHF)1,423Fr.$1,53701/09/233 Derivative assets
Foreign currency forward contract (CHF)$1,2621,223Fr.01/09/23(62)Derivative liabilities
Foreign currency forward contract (CHF)$206200Fr.01/09/23(10)Derivative liabilities
Foreign currency forward contract (CHF)$1,5521,422Fr.04/11/23(2)Derivative liabilities
Total$(11,420)
As of March 31, 2023 and December 31, 2022, the total fair value of the Company’s foreign currency forward contracts was $(1.8) million and $(11.4) million, 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.
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 StatementStatements 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 Net realized gains or losses as unrealized gains or losseson forward contracts recognized by the Company for the three months ended March 31, 2023 and 2022 are generally not includedshown in taxable income until they are realized. The Company makes certain adjustments to the following table:
Three Months EndedThree Months Ended
($ in thousands)March 31, 2023March 31, 2022
Forward currency contracts$(10,175)$246 
6278
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 September 30, 2022 and December 31, 2021 was approximately $1,132.8 million and $854.7 million, respectively. As of September 30, 2022, netNet unrealized appreciation or depreciation on the Company's investments (tax basis) was approximately $2.7 million, consisting of grossforward currency contracts are included in “Net unrealized appreciation where the fair value of the Company's investments exceeds their tax cost, of approximately $56.3 million and gross unrealized depreciation, where the tax cost of the Company's investments exceeds their fair value, of approximately $53.6 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"(depreciation) - foreign currency transactions” in the Company’s Unaudited Consolidated Statements of Operations. Net unrealized appreciation or depreciation on forward contracts recognized by the Company for the three months ended March 31, 2023 and Audited Consolidated Balance Sheet. 2022 are shown in the following table:
Three Months EndedThree Months Ended
($ in thousands)March 31, 2023March 31, 2022
Forward currency contracts$9,611 $(218)
7. COMMITMENTS AND CONTINGENCIES
As of September 30,both March 31, 2023 and December 31, 2022, the Company recorded a net deferred tax liabilityhad $568.7 million in total capital commitments from investors of $0.2which $5.0 million pertaining to tax basis differences inwas from C.M. Life Insurance Company, an affiliate of MassMutual and the Taxable Subsidiary's investment in certain partnership interests.
5. BORROWINGS
The Company had the following borrowings outstanding asAdviser, and $95.0 million was from MassMutual. As of September 30, 2022both March 31, 2023 and December 31, 2021:2022, all commitments have been funded.
Issuance Date
($ in thousands)		Maturity DateInterest Rate as of September 30, 2022September 30, 2022December 31, 2021
Subscription Facility:
September 21, 2020NANA$— $67,954 
Total Subscription Facility$— $67,954 
Credit Facility:
January 15, 2021April 30, 20264.923%$572,805 $390,155 
Total Credit Facility$572,805 $390,155 
Notes:
February 22, 2022February 22, 20274.750%$100,000 $— 
(Less: Deferred financing fees)$(301)$— 
Total Notes$99,699 $— 
TheIn the normal course of business, the Company is requiredparty to meet an asset coverage ratio, defined underfinancial instruments with off-balance sheet risk, consisting primarily of unused commitments to extend financing to the 1940 Act asCompany’s portfolio companies. Since commitments may expire without being drawn upon, the ratiototal commitment amount does not necessarily represent future cash requirements. As of March 31, 2023, the Company's total assets (less all liabilities and indebtedness not represented by senior securities)Company believed that it had adequate financial resources to satisfy its outstanding senior securities,unfunded commitments. The balances of at least 150% after each issuance of senior securities. The Company’s asset coverage ratio was 190.9%unused commitments to extend financing as of September 30, 2022.March 31, 2023 and December 31, 2022 were as follows:
Portfolio Company
($ in thousands)		Investment TypeMarch 31, 2023December 31, 2022
Accurus Aerospace Corporation(1)(2)Revolver$369 $461 
AlliA Insurance Brokers NV(1)(2)(3)Delayed Draw Term Loan2,055 — 
Amtech LLC(1)Delayed Draw Term Loan909 909 
Amtech LLC(1)Revolver227 182 
AnalytiChem Holding GmbH(1)(2)(3)Bridge Revolver174 171 
APC1 Holding(1)(3)Delayed Draw Term Loan— 354 
Aquavista Watersides 2 LTD(1)(2)(4)Capex / Acquisition Facility645 761 
Arc Education(1)(3)Delayed Draw Term Loan1,934 1,900 
Argus Bidco Limited(1)(2)(4)CAF Term Loan337 395 
Argus Bidco Limited(1)(2)(4)RCF Bridge Term Loan86 84 
ASC Communications, LLCRevolver659 659 
Astra Bidco Limited(1)(4)Delayed Draw Term Loan702 683 
ATL II MRO Holdings Inc.(1)Revolver1,250 1,250 
Avance Clinical Bidco Pty Ltd(1)(5)Delayed Draw Term Loan964 976 
Azalea Buyer, Inc.(1)Delayed Draw Term Loan641 641 
Azalea Buyer, Inc.(1)Revolver321 321 
Bariacum S.A(1)(3)Acquisition Facility652 640 
Beyond Risk Management, Inc.(1)(2)Delayed Draw Term Loan2,423 2,423 
Biolam Group(1)(2)(3)Delayed Draw Term Loan2,768 3,189 
Bounteous, Inc.(1)(2)Delayed Draw Term Loan2,580 2,580 
Brightpay Limited(1)(2)(3)Delayed Draw Term Loan124 122 
BrightSign LLC(1)Revolver— 715 
CAi Software, LLC(1)(2)Revolver707 707 
Canadian Orthodontic Partners Corp.(1)(2)(6)Delayed Draw Term Loan— 106 
Ceres Pharma NV(1)(3)Delayed Draw Term Loan1,472 1,610 
CGI Parent, LLC(1)(2)Revolver1,653 1,653 
Comply365, LLC(1)Revolver556 472 
Coyo Uprising GmbH(1)(3)Delayed Draw Term Loan514 505 
CSL DualCom(1)(4)Capex / Acquisition Term Loan181 177 
6379
Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Portfolio Company
($ in thousands)		Investment TypeMarch 31, 2023December 31, 2022
DataServ Integrations, LLC(1)Revolver481 481 
DecksDirect, LLC(1)Revolver218 218 
DISA Holdings Corp.(1)Delayed Draw Term Loan912 912 
DISA Holdings Corp.(1)Revolver286 277 
Dune Group(1)(2)(3)Delayed Draw Term Loan998 980 
Dwyer Instruments, Inc.(1)Delayed Draw Term Loan1,845 1,845 
Eclipse Business Capital, LLC(1)Revolver9,074 8,625 
EMI Porta Holdco LLC(1)(2)Delayed Draw Term Loan3,532 3,532 
EMI Porta Holdco LLC(1)(2)Revolver468 631 
EPS NASS Parent, Inc.(1)Delayed Draw Term Loan187 187 
eShipping, LLC(1)Delayed Draw Term Loan1,923 1,923 
eShipping, LLC(1)Revolver1,122 1,122 
Eurofins Digital Testing International LUX Holding SARL(1)(2)(3)Delayed Draw Term Loan358 352 
Eurofins Digital Testing International LUX Holding SARL(1)(2)(3)Delayed Draw Term Loan1,791 1,759 
Events Software BidCo Pty Ltd(1)(2)Delayed Draw Term Loan640 640 
Express Wash Acquisition Company, LLC(1)(2)Revolver77 77 
Faraday(1)(2)(3)Delayed Draw Term Loan973 
Fineline Technologies, Inc.(1)(2)Delayed Draw Term Loan— 240 
Footco 40 Limited(1)(2)(4)Delayed Draw Term Loan556 766 
Fortis Payment Systems, LLC(1)(2)Delayed Draw Term Loan925 925 
FragilePak LLC(1)Delayed Draw Term Loan3,779 3,779 
GB Eagle Buyer, Inc.(1)(2)Revolver1,936 1,935 
Global Academic Group Limited(1)(7)Term Loan297 301 
GPZN II GmbH(1)(2)(3)CAF Term Loan— 560 
Greenhill II BV(1)(3)Capex Acquisition Facility260 255 
Groupe Product Life(1)(3)Delayed Draw Term Loan449 441 
Gusto Aus BidCo Pty Ltd(1)(5)Delayed Draw Term Loan220 223 
HeartHealth Bidco Pty Ltd(1)(5)Delayed Draw Term Loan309 313 
Heartland Veterinary Partners, LLC(1)(2)Delayed Draw Term Loan95 95 
HEKA Invest(1)(2)(3)Delayed Draw Term Loan565 555 
HTI Technology & Industries(1)(2)Delayed Draw Term Loan1,023 1,023 
HTI Technology & Industries(1)(2)Revolver682 682 
Innovad Group II BV(1)(2)(3)Delayed Draw Term Loan849 834 
INOS 19-090 GmbH(1)(3)Acquisition Facility1,257 1,235 
Interstellar Group B.V.(1)(3)Delayed Draw Term Loan1,334 1,310 
Interstellar Group B.V.(1)(3)Delayed Draw Term Loan56 55 
Isolstar Holding NV (IPCOM)(1)(3)Delayed Draw Term Loan757 744 
ITI Intermodal, Inc.(1)(2)Delayed Draw Term Loan— 103 
ITI Intermodal, Inc.(1)(2)Delayed Draw Term Loan1,959 — 
ITI Intermodal, Inc.(1)(2)Revolver461 118 
Jaguar Merger Sub Inc.(1)Delayed Draw Term Loan— 422 
Jaguar Merger Sub Inc.(1)Revolver— 490 
Jon Bidco Limited(1)(7)Capex & Acquisition Facility424 428 
Jones Fish Hatcheries & Distributors LLC(1)(2)Revolver418 418 
Kano Laboratories LLC(1)Delayed Draw Term Loan1,574 1,574 
Kano Laboratories LLC(1)Delayed Draw Term Loan1,203 1,203 
80
Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Portfolio Company
($ in thousands)		Investment TypeMarch 31, 2023December 31, 2022
Lambir Bidco Limited(1)(2)(3)Delayed Draw Term Loan1,272 1,250 
LeadsOnline, LLC(1)Revolver1,952 1,952 
LivTech Purchaser, Inc.(1)(2)Delayed Draw Term Loan530 530 
Marmoutier Holding B.V.(1)(2)(3)Delayed Draw Term Loan24 24 
Marmoutier Holding B.V.(1)(2)(3)Revolver108 106 
Marshall Excelsior Co.(1)Revolver33 250 
MC Group Ventures Corporation(1)Delayed Draw Term Loan311 311 
Mercell Holding AS(1)(8)Capex Acquisition Facility375 398 
Modern Star Holdings Bidco Pty Limited(1)(2)(5)Term Loan331 335 
Murphy Midco Limited(1)(2)(4)Delayed Draw Term Loan491 553 
Narda Acquisitionco., Inc.(1)(2)Revolver615 615 
NeoxCo(1)(2)(3)Delayed Draw Term Loan489 — 
Nexus Underwriting Management Limited(1)(2)(4)Acquisition Facility685 810 
NF Holdco, LLC(1)(2)Revolver737 — 
Novotech Aus Bidco Pty Ltd(1)(2)Capex & Acquisition Facility1,042 1,042 
NPM Investments 28 BV(1)(3)Delayed Draw Term Loan471 463 
OA Buyer, Inc.(1)Revolver1,331 1,331 
OAC Holdings I Corp(1)Revolver127 303 
Omni Intermediate Holdings, LLC(1)(2)Delayed Draw Term Loan— 2,505 
OSP Hamilton Purchaser, LLC(1)(2)Revolver259 187 
Polara Enterprises, L.L.C.(1)Revolver273 273 
Premium Invest(1)(3)Delayed Draw Term Loan3,694 3,629 
ProfitOptics, LLC(1)Revolver123 194 
Protego Bidco B.V.(1)(2)(3)Delayed Draw Term Loan214 210 
PSP Intermediate 4, LLC(1)(2)(3)Delayed Draw Term Loan740 727 
Qualified Industries, LLC(1)(2)Revolver242 — 
Questel Unite(1)(2)(3)Incremental Term Loan2,813 2,763 
R1 Holdings, LLC(1)Delayed Draw Term Loan910 1,311 
R1 Holdings, LLC(1)Revolver801 801 
Randys Holdings, Inc.(1)(2)Delayed Draw Term Loan3,309 3,309 
Randys Holdings, Inc.(1)(2)Revolver1,135 1,178 
Rep Seko Merger Sub LLC(1)Delayed Draw Term Loan289 362 
Reward Gateway (UK) Ltd(1)(2)(4)Acquisition Facility756 735 
Rocade Holdings LLCPreferred Equity10,000 — 
Royal Buyer, LLC(1)Delayed Draw Term Loan1,041 1,104 
Royal Buyer, LLC(1)Revolver670 670 
Safety Products Holdings, LLC(1)(2)Delayed Draw Term Loan2,451 2,451 
Sanoptis S.A.R.L.(1)(2)(3)Acquisition Capex Facility1,134 2,076 
Sanoptis S.A.R.L.(1)(2)(9)CAF Delayed Draw Term Loan450 — 
SBP Holdings LP(1)(2)Delayed Draw Term Loan735 — 
SBP Holdings LP(1)(2)Revolver444 — 
Scaled Agile, Inc.(1)(2)Delayed Draw Term Loan416 416 
Scaled Agile, Inc.(1)(2)Revolver336 336 
Scout Bidco B.V.(1)(3)Delayed Draw Term Loan1,155 1,135 
Scout Bidco B.V.(1)(3)Revolver524 515 
Sereni Capital NV(1)(2)(3)Delayed Draw Term Loan1,599 — 
Sereni Capital NV(1)(2)(3)Term Loan— 109 
81
Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Portfolio Company
($ in thousands)		Investment TypeMarch 31, 2023December 31, 2022
Smartling, Inc.(1)(2)Delayed Draw Term Loan1,176 1,176 
Smartling, Inc.(1)(2)Revolver588 588 
Soho Square III Debtco II SARL(1)(4)Delayed Draw Term Loan2,318 2,255 
Solo Buyer, L.P.(1)(2)Revolver1,197 1,197 
Sparus Holdings, LLC (f/k/a Sparus Holdings, Inc.)(1)Delayed Draw Term Loan399 666 
Sparus Holdings, LLC (f/k/a Sparus Holdings, Inc.)(1)Revolver141 156 
Spatial Business Systems LLC(1)Delayed Draw Term Loan3,750 3,750 
Spatial Business Systems LLC(1)Revolver703 703 
SSCP Pegasus Midco Limited(1)(4)Delayed Draw Term Loan1,730 1,683 
Superjet Buyer, LLC(1)Revolver1,460 1,460 
Syntax Systems Ltd(1)(2)Delayed Draw Term Loan1,142 1,142 
Syntax Systems Ltd(1)(2)Revolver119 199 
Tank Holding Corp(1)Revolver469 545 
Tanqueray Bidco Limited(1)(2)(4)Capex Facility1,118 1,088 
Techone B.V.(1)(3)Revolver93 61 
Tencarva Machinery Company, LLC(1)Revolver752 752 
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)(1)Delayed Draw Term Loan2,707 2,707 
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)(1)Revolver796 796 
The Cleaver-Brooks Company, Inc.(1)Revolver1,615 1,413 
Trader Corporation(1)(6)Revolver173 173 
TSYL Corporate Buyer, Inc.(1)Delayed Draw Term Loan1,681 1,681 
TSYL Corporate Buyer, Inc.(1)Revolver177 177 
Turbo Buyer, Inc.(1)(2)Delayed Draw Term Loan974 974 
Union Bidco Limited(1)(2)(4)Acquisition Facility80 78 
United Therapy Holding III GmbH(1)(2)(3)Acquisition Facility672 1,170 
Unither (Uniholding)(1)(2)(3)Delayed Draw Term Loan471 — 
W2O Holdings, Inc.(1)(2)Delayed Draw Term Loan234 — 
W2O Holdings, Inc.(1)(2)Delayed Draw Term Loan— 1,060 
Waccamaw River(2)Joint Venture2,480 2,480 
Whitcraft Holdings, Inc.(1)(2)Revolver943 — 
Woodland Foods, LLC(1)(2)Line of Credit213 213 
WWEC Holdings III Corp(1)(2)Delayed Draw Term Loan1,165 1,165 
WWEC Holdings III Corp(1)(2)Revolver512 512 
Xeinadin Bidco Limited(1)(4)CAF Term Loan2,438 2,372 
ZB Holdco LLC(1)Delayed Draw Term Loan— 676 
ZB Holdco LLC(1)Revolver423 423 
Zeppelin Bidco Limited(1)(2)(4)Capex / Acquisition Facility1,293 1,258 
Total unused commitments to extend financing$154,815 $143,252 
(1)The Adviser’s estimate of the fair value of the current investments in these portfolio companies includes an analysis of the fair value of any unfunded commitments.
(2)Represents a commitment to extend financing to a portfolio company where one or more of the Company’s current investments in the portfolio company are carried at less than cost.
(3)Actual commitment amount is denominated in Euros. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(4)Actual commitment amount is denominated in British pounds sterling. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(5)Actual commitment amount is denominated in Australian dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(6)Actual commitment amount is denominated in Canadian dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
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Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
(7)Actual commitment amount is denominated in New Zealand dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(8)Actual commitment amount is denominated in Norwegian Kroner. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(9)Actual commitment amount is denominated in Swiss francs. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
8. FINANCIAL HIGHLIGHTS
The following is a schedule of financial highlights for the three months ended March 31, 2023 and 2022:
Three Months Ended March 31,
($ in thousands, except share and per share amounts)20232022
Per share data:
Net asset value at beginning of period$21.66 $22.43 
Net investment income (1)0.68 0.48 
Net realized gain (loss) on investments / foreign currency transactions (1)(0.35)0.13 
Net unrealized appreciation (depreciation) on investments / foreign currency transactions (1)0.59 0.11 
Total increase from investment operations (1)0.92 0.72 
Dividends paid to stockholders from net investment income(0.57)(0.44)
Dividends paid to stockholders from short-term realized gains(0.03)(0.07)
Total dividends declared(0.60)(0.51)
Loss on extinguishment of debt (1)— (0.01)
Net asset value at end of period$21.98 $22.63 
Shares outstanding at end of period28,142,612 26,939,328
Net assets at end of period$618,439 $609,599
Average net assets$609,288 $487,448
Ratio of total expenses to average net assets (annualized) (2)10.09 %6.14 %
Ratio of net investment income to average net assets (annualized) (2)12.39 %9.71 %
Portfolio turnover ratio (annualized)1.83 %0.36 %
Total return (3)4.29 %3.19 %
(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)Does not include expenses of underlying investment companies, including joint ventures.
(3)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
On May 4, 2023, the Board declared a quarterly dividend of $0.62 per share payable on June 14, 2023 to holders of record as of May 31, 2023.

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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 months ended March 31, 2023, 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, 2022. 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, 2022 and in Item 1A entitled “Risk Factors” in Part II of our subsequently filed Quarterly Reports on Form 10-Q or in other reports that we may file with the Securities and Exchange Commission (the “SEC”) from time to time. 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, including the risks of a slowing economy, rising inflation and risk of recession, and volatility in the financial services sector, including bank failures; the interest rate environment or conditions affecting the financial and capital markets; the impact of global health crises, on our or our portfolio companies’ business and the U.S. and global economy; our, or our portfolio companies’, future business, operations, operating results or prospects; 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 or our portfolio companies’ 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, or 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 and management services pursuant to the terms of an investment advisory agreement (the “Advisory Agreement”) and an administration agreement (the “Administration Agreement”).
Our primary 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 hold 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 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
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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 focus on investing primarily in senior secured private debt instruments in well-established middle-market businesses that operate across a wide range of industries. To a lesser extent, we will invest in equity, special situations, structured credit (e.g., private asset-backed securities), syndicated loan opportunities and/or mortgage 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 Secured Overnight Financing Rate (“SOFR”) (or the applicable currency rate for investments in foreign currencies) plus 475 basis points and SOFR plus 675 basis points per annum.
As of March 31, 2023 and December 31, 2022, the weighted average yield on the principal amount of our outstanding debt investments other than non-accrual debt investments was approximately 10.3% and 10.0%, respectively. The weighted average yield on the principal amount of all of our outstanding debt investments (including non-accrual debt investments) was approximately 10.1% and 9.8% as of March 31, 2023 and December 31, 2022, respectively.
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’ $281.6 billion Global Fixed Income Platform (as of March 31, 2023) 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, 2023, BIIL had approximately £15.9 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 (in its capacity as our Administrator) 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.
Included in Barings GPFG is Barings North American Private Finance Team (the “U.S. Investment Team”), which consists of 51 investment professionals (as of March 31, 2023) located in three offices in the U.S. The U.S. Investment Team provides a full set of solutions to the North American middle market, including revolvers, first and second lien senior secured loans, unitranche structures, mezzanine debt and equity co-investments. The U.S. Investment Team averages over 20 years of
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industry experience at the Managing Director and Director level. In addition, Barings believes that it has best-in-class support personnel, including expertise in risk management, legal, accounting, tax, information technology and compliance, among others. We expect to benefit from the support provided by these personnel in our operations.
Portfolio Composition
The total value of our investment portfolio was $1,324.9 million as of March 31, 2023, as compared to $1,233.4 million as of December 31, 2022. As of March 31, 2023, we had investments in 237 portfolio companies with an aggregate cost of $1,343.4 million. As of December 31, 2022, we had investments in 228 portfolio companies with an aggregate cost of $1,261.6 million. As of both March 31, 2023 and December 31, 2022, none of our portfolio investments represented greater than 10% of the total fair value of our investment portfolio.
As of March 31, 2023 and December 31, 2022, our investment portfolio consisted of the following investments:
($ in thousands)CostPercentage of
Total
Portfolio		Fair ValuePercentage of
Total
Portfolio
March 31, 2023:
Senior debt and 1st lien notes
$989,709 74 %$962,148 73 %
Subordinated debt and 2nd lien notes
129,128 10 126,084 10 
Structured products31,186 2 27,687 2 
Equity shares141,111 10 165,304 12 
Equity warrants70 — 491 — 
Investments in joint ventures52,208 4 43,193 3 
$1,343,412 100 %$1,324,907 100 %
($ in thousands)CostPercentage of
Total Portfolio		Fair ValuePercentage of
Total Portfolio
December 31, 2022:
Senior debt and 1st lien notes
$950,985 75 %$920,219 75 
Subordinated debt and 2nd lien notes
127,970 10 123,244 10 
Structured products32,015 3 28,321 2 
Equity shares94,592 8 113,666 9 
Equity warrants70 — 476 — 
Investments in joint ventures55,971 4 47,479 4 
$1,261,603 100 %$1,233,405 100 %
Investment Activity
During the three months ended March 31, 2023, we made 10 new investments totaling $36.7 million, made investments in existing portfolio companies totaling $19.8 million and made a $45.0 million equity co-investment alongside certain affiliates in a portfolio company that specializes in providing financing to plaintiff law firms engaged in mass tort and other civil litigation. We had two loans repaid at par totaling $10.1 million and received $7.3 million of portfolio company principal payments and sales proceeds, recognizing a net realized loss on these transactions of $0.2 million. Finally, we received $3.8 million of return of capital from one of our joint ventures.
During the three months ended March 31, 2022, we made 21 new investments totaling $127.8 million, made investments in existing portfolio companies totaling $15.9 million and made additional investments in joint venture equity portfolio companies totaling $8.7 million. We received $2.0 million of portfolio company principal payments and sold $0.2 million of loans, recognizing a net realized gain on these transactions of $0.2 million.
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Total portfolio investment activity for the three months ended March 31, 2023 and 2022 was as follows:
Three Months Ended
March 31, 2023:
($ in thousands)
Senior Debt
and 1st Lien
Notes
Subordinated Debt and 2nd Lien Notes
Structured ProductsEquity
Shares		Equity
Warrants		Investments in Joint VenturesTotal
Fair value, beginning of period$920,219 $123,244 $28,321 $113,666 $476 $47,479 $1,233,405 
New investments54,252 683 — 46,519 — — 101,454 
Proceeds from sales of investments / return of capital— — — — — (3,763)(3,763)
Loan origination fees received(1,495)(20)— — — — (1,515)
Principal repayments received(16,187)(449)(833)— — — (17,469)
Payment-in-kind interest/dividends1,038 826 — — — — 1,864 
Accretion of loan premium/discount282 49 3 — — — 334 
Accretion of deferred loan origination revenue1,059 70 — — — — 1,129 
Realized gain (loss)(224)— — — — — (224)
Unrealized appreciation (depreciation)3,204 1,681 196 5,119 15 (523)9,692 
Fair value, end of period$962,148 $126,084 $27,687 $165,304 $491 $43,193 $1,324,907 
Three Months Ended
March 31, 2022:
($ in thousands)
Senior Debt
and 1st Lien
Notes
Subordinated Debt and 2nd Lien Notes
Structured ProductsEquity
Shares		Equity
Warrants		Investments in Joint VenturesTotal
Fair value, beginning of period$620,928 $92,297 $30,900 $59,601 $163 $61,253 $865,142 
New investments130,953 5,811 — 6,990 — 8,731 152,485 
Proceeds from sales of investments(276)— — — — — (276)
Loan origination fees received(2,711)18 — — — — (2,693)
Principal repayments received(1,532)— (478)— — — (2,010)
Payment-in-kind interest/dividends668 210 — — — — 878 
Accretion of loan premium/ discount219 36 3 — — — 258 
Accretion of deferred loan origination revenue675 35 — — — — 710 
Realized gain (loss)229 — — — — — 229 
Unrealized appreciation (depreciation)(4,262)(1,138)(970)12,606 (107)(3,687)2,442 
Fair value, end of period$744,891 $97,269 $29,455 $79,197 $56 $66,297 $1,017,165 
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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 March 31, 2023, we had two portfolio companies with investments on non-accrual, the fair value of which was $9.9 million, which comprised 0.7% of the total fair value our portfolio, and the cost of which was $19.3 million, which comprised of 1.4% of the total cost of our portfolio. As of December 31, 2022, we had one portfolio company with investments on non-accrual, the fair value of which was $6.5 million, which comprised 0.5% of the total fair value of our portfolio, and the cost of which was $17.4 million, which comprised 1.4% of the total cost of our portfolio.
A summary of our non-accrual assets as of March 31, 2023 is provided below.
Core Scientific, Inc.
During the quarter ended December 31, 2022, we placed our debt investment in Core Scientific, Inc., or Core Scientific, on non-accrual status effective with the monthly payment due October 31, 2022. As a result, under U.S. GAAP, we will not recognize interest income on our debt investment in Core Scientific for financial reporting purposes. As of March 31, 2023, the cost of our debt investment in Core Scientific was $17.4 million and the fair value of such investment was $8.8 million.
Serta Simmons Bedding LLC
During the quarter ended March 31, 2023, we placed our debt investment in Serta Simmons Bedding LLC, or Serta Simmons on non-accrual status effective with the quarterly payment due on March 31, 2023. As a result, under U.S. GAAP, we will not recognize interest income on our debt investment in Serta Simmons for financial reporting purposes. As of March 31, 2023, the cost of our debt investment in Serta Simmons was $1.9 million and the fair value of such investment was $1.1 million.
Results of Operations
Comparison of the three months ended March 31, 2023 and 2022
Operating results for the three months ended March 31, 2023 and 2022 were as follows:
Three Months EndedThree Months Ended
($ in thousands)March 31,
2023		March 31,
2022
Total investment income$34,239 $19,320 
Total operating expenses15,344 7,304 
Net investment income before taxes18,895 12,016 
Income taxes, including excise tax expense24 — 
Net investment income after taxes18,871 12,016 
Net realized gains (losses)(9,932)2,917 
Net unrealized appreciation (depreciation)16,554 2,331 
Net realized gains (losses) and unrealized appreciation (depreciation) on investments and foreign currency borrowings6,622 5,248 
Loss on extinguishment of debt— (181)
Net increase in net assets resulting from operations$25,493 $17,083 
Net increases (decreases) in net assets resulting from operations can vary substantially from period to period due to various factors, including recognition of realized gains and losses and unrealized appreciation and depreciation. As a result, comparisons of net changes in net assets resulting from operations may not be meaningful.
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Investment Income
Three Months EndedThree Months Ended
($ in thousands)March 31,
2023		March 31,
2022
Investment income:
Interest income$27,320 $13,379 
Dividend income3,479 3,790 
Fee and other income1,686 1,016 
Payment-in-kind interest income1,743 1,135 
Interest income from cash11 — 
Total investment income$34,239 $19,320 
The change in total investment income for the three months ended March 31, 2023, as compared to the three months ended March 31, 2022, was primarily due to an increase in the weighted average yield on the portfolio from higher base rates, an increase in the average size of our portfolio, 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 weighted average yield on the principal amount of our outstanding debt investments, other than non-accrual debt investments, was 10.3% as of March 31, 2023, as compared to 7.0% as of March 31, 2022. The amount of our outstanding debt investments was $1,167.3 million as of March 31, 2023, as compared to $889.9 million as of March 31, 2022. The increase in the average size of our portfolio was largely due to increased middle-market investment and special situation investment opportunities. For the three months ended March 31, 2023, dividends from portfolio companies and joint venture investments were $3.5 million, compared to $3.8 million for the three months ended March 31, 2022. For the three months ended March 31, 2023, acceleration of unamortized OID income and unamortized loan origination fee totaled $0.3 million, as compared to nil for the three months ended March 31, 2022. For the three months ended March 31, 2023, PIK interest income was $1.7 million, as compared to $1.1 million for the three months ended March 31, 2022.
Operating Expenses
Three Months EndedThree Months Ended
($ in thousands)March 31,
2023		March 31,
2022
Operating expenses:
Interest and other financing fees$11,293 $3,751 
Base management fee486 355 
Incentive fee2,699 2,323 
Professional fees232 216 
Directors fees60 75 
Custody and administrative fees182 193 
Other general and administrative expenses392 391 
Total operating expenses$15,344 $7,304 
Interest and Other Financing Fees
Interest and other financing fees during the three months ended March 31, 2023 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 three months ended March 31, 2022 were attributable to borrowings under the February 2027 Notes, the September 2020 Subscription Facility (as defined below under “Financial Condition, Liquidity and Capital Resources”) and the ING Credit Facility. The increase in interest and other financing fees for the three months ended March 31, 2023 as compared to the three months ended March 31, 2022, was primarily attributable to increased borrowings under the ING Credit Facility and an increase in the weighted average interest rate on the ING Credit Facility. The weighted average interest on the ING Credit Facility was 6.7% as of March 31, 2023, as compared to 2.5% as of March 31, 2022.
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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 months ended March 31, 2023 and 2022, the amount of base management fee incurred was $0.5 million and $0.4 million, respectively.
Incentive Fees
Under the Advisory Agreement, we pay Barings an incentive fee. The incentive fee consists of two parts: (i) an Income-Based Fee based on pre-incentive fee net investment income and (ii) a Capital Gains 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 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 months ended March 31, 2023, the amount of Income-Based Fee incurred was $2.7 million, and we did not accrue any Capital Gains Fee. For the three months ended March 31, 2022, the amount of Income-Based Fee incurred was $1.8 million, and we accrued $0.5 million 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.
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.
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.
64
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. 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
74
Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
benchmark provisions. Subsequent to quarter-end,On October 13, 2022, the Company amended the ING Credit Facility to increase total commitments from lenders to $710.0 million from $625.0 million.
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 SOFR 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.
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 the Company’s portfolio comprises cash, cash equivalents, long-term U.S. government securities or first lien loans to portfolio companies, or (b) 167% or 200% at specified concentrations of such assets at amounts less than or equal to 70% of the total fair value of the Company’s portfolio, (iii) meeting a minimum liquidity test, (iv) meeting a minimum net worth test, and (v) maintaining the Company’s status as a RIC under the Code and as a BDC under the 1940 Act. 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 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 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 the Company. As of September 30, 2022,March 31, 2023, the Company was in compliance with all covenants of the ING Credit Facility.
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 September 30, 2022,March 31, 2023, the Company had U.S. dollar borrowings of $470.0$530.0 million under the ING Credit Facility with an interest rate of 5.326%7.009% (with Term SOFR borrowings subject to one month SOFR of 3.076%4.759%), borrowings denominated in British pounds sterling of £33.2 million ($37.141.1 million U.S. dollars) with an interest rate of 3.873%6.110% (one month SONIA of 1.723%3.960%), borrowings denominated in Euros of €63.5 million ($62.269.0 million U.S. dollars) with an interest rate of 2.518%4.775% (one month EURIBOR of 0.368%2.625%) and borrowings denominated in Australian Dollars of A$5.5 million ($3.53.7 million U.S. dollars)
65
Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
with an interest rate of 4.713%5.900% (one month AUD Screen Rate of 2.563%3.750%). 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 StatementStatements of Operations.
As of December 31, 2021,2022, the Company had U.S. dollar borrowings of $325.0$470.0 million under the ING Credit Facility with an interest rate of 2.275% (one6.571% (with Term SOFR borrowings subject to one month LIBORSOFR of 0.125%4.321%), borrowings denominated in British pounds sterling of £14.1£33.2 million ($19.139.9 million U.S. dollars) with an interest rate of 2.213%5.110% (one month GBP LIBORSONIA of 0.063%2.960%) and, borrowings denominated in Euros of €40.5€63.5 million ($46.167.8 million U.S. dollars) with an interest rate of 2.150%3.772% (one month EURIBOR of 0.000%1.622%) and borrowings denominated in Australian Dollars of A$5.5 million ($3.7 million U.S. dollars) with an interest rate of 5.400% (one month AUD Screen Rate of 3.250%). 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 StatementStatements of Operations.
75
Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
As of September 30, 2022,March 31, 2023, the fair value of the borrowings outstanding under the ING Credit Facility was $572.8$643.7 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 was 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 0.75% per year, to the extent the February 2027 Notes 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 stockholders, 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 September 30, 2022,March 31, 2023, the Company was 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”). The February 2027 Notes have not and will not be registered under the Securities Act or any state securities
66
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 September 30, 2022,March 31, 2023, the fair value of the February 2027 Notes was $84.5$87.3 million. The fair value determinations of the February 2027 Notes were based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.
76
Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
6. DERIVATIVE INSTRUMENTS
The Company enters into forward currency contracts from time to time to primarily help mitigate the impact that an adverse change in foreign exchange rates would have on net interest income from the Company’s investments and related borrowings denominated in foreign currencies. Forward currency contracts are considered undesignated derivative instruments.
The following tables present the Company'sCompany’s foreign currency forward contracts as of September 30, 2022March 31, 2023 and December 31, 2021:2022:
As of September 30, 2022
Description
($ in thousands)
Notional Amount to be PurchasedNotional Amount to be SoldMaturity DateGross Amount of Recognized Assets (Liabilities)Balance Sheet Location of Net Amounts
Foreign currency forward contract (AUD)A$40,975$26,57810/06/22$(222)Derivative liability
Foreign currency forward contract (AUD)$658A$92310/06/2264 Derivative asset
Foreign currency forward contract (AUD)$27,704A$40,05210/06/221,942 Derivative asset
As of March 31, 2023
Description
($ in thousands)
As of March 31, 2023
Description
($ in thousands)
Notional Amount to be PurchasedNotional Amount to be SoldMaturity DateGross Amount of Recognized Assets (Liabilities)Balance Sheet Location of Net Amounts
Foreign currency forward contract (AUD)Foreign currency forward contract (AUD)$26,835A$41,29401/09/23224 Derivative assetForeign currency forward contract (AUD)$26,797A$39,83604/11/23$88 Derivative assets
Foreign currency forward contract (CAD)C$2,780$2,02910/06/22(7)Derivative liability
Foreign currency forward contract (CAD)C$3,000$2,24810/06/22(66)Derivative liability
Foreign currency forward contract (CAD)Foreign currency forward contract (CAD)$4,496C$5,78010/06/22293 Derivative assetForeign currency forward contract (CAD)C$168$12304/11/231 Derivative assets
Foreign currency forward contract (CAD)Foreign currency forward contract (CAD)$2,055C$2,81301/09/237 Derivative assetForeign currency forward contract (CAD)$4,389C$5,96204/11/23(19)Derivative liabilities
Foreign currency forward contract (DKK)Foreign currency forward contract (DKK)3,683kr.$48510/06/22(1)Derivative LiabilityForeign currency forward contract (DKK)104kr.$1504/11/23— Derivative assets
Foreign currency forward contract (DKK)Foreign currency forward contract (DKK)$1498kr.10/06/221 Derivative assetForeign currency forward contract (DKK)$5423,770kr.04/11/23(8)Derivative liabilities
Foreign currency forward contract (DKK)Foreign currency forward contract (DKK)$5113,585kr.10/06/2239 Derivative assetForeign currency forward contract (DKK)$1175kr.04/11/23— Derivative assets
Foreign currency forward contract (DKK)$4943,720kr.01/09/231 Derivative asset
Foreign currency forward contract (EUR)€72,429$70,93710/06/22(81)Derivative liability
Foreign currency forward contract (EUR)$7,136€6,95010/06/22337 Derivative asset
Foreign currency forward contract (EUR)Foreign currency forward contract (EUR)$69,273€65,47910/06/225,216 Derivative assetForeign currency forward contract (EUR)€2,000$2,14204/11/2333 Derivative assets
Foreign currency forward contract (EUR)Foreign currency forward contract (EUR)$74,792€75,78201/09/2371 Derivative assetForeign currency forward contract (EUR)$91,411€85,55204/11/23(1,632)Derivative liabilities
Foreign currency forward contract (GBP)Foreign currency forward contract (GBP)£15,845$17,54210/06/2294 Derivative assetForeign currency forward contract (GBP)£1,200$1,47004/11/2314 Derivative assets
Foreign currency forward contract (GBP)Foreign currency forward contract (GBP)$7,615£6,65010/06/22213 Derivative assetForeign currency forward contract (GBP)$19,375£16,01304/11/23(431)Derivative liabilities
Foreign currency forward contract (GBP)$11,234£9,19510/06/22999 Derivative asset
Foreign currency forward contract (GBP)$17,984£16,22401/09/23(99)Derivative liability
Foreign currency forward contract (NZD)NZ$11,678$6,66310/06/22(77)Derivative liability
Foreign currency forward contract (NZD)$4,482NZ$7,17810/06/22434 Derivative asset
Foreign currency forward contract (NZD)Foreign currency forward contract (NZD)$2,800NZ$4,50010/06/22262 Derivative assetForeign currency forward contract (NZD)$5,747NZ$9,13904/11/2318 Derivative assets
Foreign currency forward contract (NZD)Foreign currency forward contract (NZD)$6,701NZ$11,73801/09/2376 Derivative assetForeign currency forward contract (NZD)$115NZ$18404/11/23(1)Derivative liabilities
Foreign currency forward contract (NOK)Foreign currency forward contract (NOK)kr20,013$1,88010/06/22(41)Derivative liabilityForeign currency forward contract (NOK)kr410$3804/11/231 Derivative assets
Foreign currency forward contract (NOK)Foreign currency forward contract (NOK)$2,045kr20,01310/06/22205 Derivative assetForeign currency forward contract (NOK)$1,970kr19,30104/11/23122 Derivative assets
Foreign currency forward contract (NOK)Foreign currency forward contract (NOK)$1,767kr18,89001/09/2327 Derivative assetForeign currency forward contract (NOK)$74kr72504/11/234 Derivative assets
Foreign currency forward contract (CHF)Foreign currency forward contract (CHF)200Fr.$20410/03/22(1)Derivative liabilityForeign currency forward contract (CHF)900Fr.$97704/11/239 Derivative assets
Foreign currency forward contract (CHF)Foreign currency forward contract (CHF)1,220Fr.$1,24710/06/22(7)Derivative liabilityForeign currency forward contract (CHF)$1,9891,822Fr.04/11/23(8)Derivative liabilities
Foreign currency forward contract (CHF)$2120Fr.10/06/22— Derivative asset
Foreign currency forward contract (CHF)$1,2631,200Fr.10/06/2244 Derivative asset
Foreign currency forward contract (CHF)$206200Fr.01/09/231 Derivative asset
Foreign currency forward contract (CHF)$1,2621,223Fr.01/09/237 Derivative asset
TotalTotal$9,955 Total$(1,809)
6777
Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
As of December 31, 2021
Description
($ in thousands)
Notional Amount to be PurchasedNotional Amount to be SoldMaturity DateGross Amount of Recognized Assets (Liabilities)Balance Sheet Location of Net Amounts
As of December 31, 2022
Description
($ in thousands)
As of December 31, 2022
Description
($ in thousands)
Notional Amount to be PurchasedNotional Amount to be SoldMaturity DateGross Amount of Recognized Assets (Liabilities)Balance Sheet Location of Net Amounts
Foreign currency forward contract (AUD)Foreign currency forward contract (AUD)A$39,294$26,33701/09/23$408 Derivative assets
Foreign currency forward contract (AUD)Foreign currency forward contract (AUD)A$12,250$8,90601/06/22$(1)Derivative liabilityForeign currency forward contract (AUD)A$2,000$1,37401/09/23(12)Derivative liabilities
Foreign currency forward contract (AUD)Foreign currency forward contract (AUD)$8,834A$12,25001/06/22(71)Derivative liabilityForeign currency forward contract (AUD)$26,835A$41,29401/09/23(1,272)Derivative liabilities
Foreign currency forward contract (AUD)Foreign currency forward contract (AUD)$5,503A$7,65904/08/22(66)Derivative liabilityForeign currency forward contract (AUD)$26,797A$39,83604/11/23(420)Derivative liabilities
Foreign currency forward contract (CAD)C$5,580$4,36601/06/2244 Derivative asset
Foreign currency forward contract (CAD)Foreign currency forward contract (CAD)$4,373C$5,58001/06/22(36)Derivative liabilityForeign currency forward contract (CAD)C$6,033$4,43501/09/2323 Derivative assets
Foreign currency forward contract (CAD)Foreign currency forward contract (CAD)$270C$34904/08/22(6)Derivative liabilityForeign currency forward contract (CAD)$4,428C$6,03301/09/23(29)Derivative liabilities
Foreign currency forward contract (CAD)Foreign currency forward contract (CAD)$4,439C$5,67504/08/22(44)Derivative liabilityForeign currency forward contract (CAD)$4,301C$5,84404/11/23(22)Derivative liabilities
Foreign currency forward contract (DKK)Foreign currency forward contract (DKK)3,526kr.$53701/06/222 Derivative assetForeign currency forward contract (DKK)3,720kr.$53101/09/234 Derivative assets
Foreign currency forward contract (DKK)Foreign currency forward contract (DKK)$5513,526kr.01/06/2212 Derivative assetForeign currency forward contract (DKK)$4943,720kr.01/09/23(42)Derivative liabilities
Foreign currency forward contract (DKK)Foreign currency forward contract (DKK)$5313,481kr.04/08/22(2)Derivative liabilityForeign currency forward contract (DKK)$5423,770kr.04/11/23(4)Derivative liabilities
Foreign currency forward contract (EUR)Foreign currency forward contract (EUR)€20,807$23,55701/06/22119 Derivative assetForeign currency forward contract (EUR)€83,782$88,96301/09/23711 Derivative assets
Foreign currency forward contract (EUR)Foreign currency forward contract (EUR)$5,181€4,50001/06/2261 Derivative assetForeign currency forward contract (EUR)$82,670€83,78201/09/23(7,005)Derivative liabilities
Foreign currency forward contract (EUR)Foreign currency forward contract (EUR)$18,704€16,30701/06/22149 Derivative assetForeign currency forward contract (EUR)$91,411€85,55204/11/23(734)Derivative liabilities
Foreign currency forward contract (EUR)$10,436€9,20004/08/22(54)Derivative liability
Foreign currency forward contract (EUR)$25,362€22,35704/08/22(129)Derivative liability
Foreign currency forward contract (GBP)Foreign currency forward contract (GBP)£8,566$11,50401/06/2296 Derivative assetForeign currency forward contract (GBP)£19,224$23,35201/09/23(132)Derivative liabilities
Foreign currency forward contract (GBP)Foreign currency forward contract (GBP)$11,472£8,56601/06/22(128)Derivative liabilityForeign currency forward contract (GBP)$21,343£19,22401/09/23(1,878)Derivative liabilities
Foreign currency forward contract (GBP)Foreign currency forward contract (GBP)£4,068$5,41804/08/2288 Derivative assetForeign currency forward contract (GBP)$19,375£16,01304/11/23(9)Derivative liabilities
Foreign currency forward contract (NZD)Foreign currency forward contract (NZD)NZ$9,080$5,70701/09/2353 Derivative assets
Foreign currency forward contract (NZD)Foreign currency forward contract (NZD)NZ$3,000$1,93601/09/23(33)Derivative liabilities
Foreign currency forward contract (NZD)Foreign currency forward contract (NZD)$6,701NZ$11,73801/09/23(745)Derivative liabilities
Foreign currency forward contract (NZD)Foreign currency forward contract (NZD)$213NZ$34201/09/23(4)Derivative liabilities
Foreign currency forward contract (NZD)Foreign currency forward contract (NZD)$5,747NZ$9,13904/11/23(54)Derivative liabilities
Foreign currency forward contract (NOK)Foreign currency forward contract (NOK)kr19,278$1,96001/09/23— Derivative liabilities
Foreign currency forward contract (NOK)Foreign currency forward contract (NOK)$1,767kr18,89001/09/23(153)Derivative liabilities
Foreign currency forward contract (NOK)Foreign currency forward contract (NOK)$39kr38801/09/23— Derivative liabilities
Foreign currency forward contract (NOK)Foreign currency forward contract (NOK)$1,970kr19,30104/11/23— Derivative liabilities
Foreign currency forward contract (NOK)Foreign currency forward contract (NOK)$74kr72504/11/23— Derivative liabilities
Foreign currency forward contract (CHF)Foreign currency forward contract (CHF)1,423Fr.$1,53701/09/233 Derivative assets
Foreign currency forward contract (CHF)Foreign currency forward contract (CHF)$1,2621,223Fr.01/09/23(62)Derivative liabilities
Foreign currency forward contract (CHF)Foreign currency forward contract (CHF)$206200Fr.01/09/23(10)Derivative liabilities
Foreign currency forward contract (CHF)Foreign currency forward contract (CHF)$1,5521,422Fr.04/11/23(2)Derivative liabilities
TotalTotal$34 Total$(11,420)
As of September 30, 2022March 31, 2023 and December 31, 2021,2022, the total fair value of the Company'sCompany’s foreign currency forward contracts was $10.0$(1.8) million and $33,665,$(11.4) million, 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.
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 Statements of Operations. Net realized gains or losses on forward contracts recognized by the Company for the three and nine months ended September 30,March 31, 2023 and 2022 and 2021 are shown in the following table:
Three Months EndedThree Months EndedNine Months EndedNine Months EndedThree Months EndedThree Months Ended
($ in thousands)($ in thousands)September 30, 2022September 30, 2021September 30, 2022September 30, 2021($ in thousands)March 31, 2023March 31, 2022
Forward currency contractsForward currency contracts$6,264 $64 $6,448 $(73)Forward currency contracts$(10,175)$246 
78
Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Net unrealized appreciation or depreciation on forward currency contracts are included in “Net unrealized appreciation (depreciation) - foreign currency transactions” in the Company’s Unaudited Consolidated Statements of Operations. Net unrealized appreciation or depreciation on forward contracts recognized by the Company for the three and nine months ended September 30,March 31, 2023 and 2022 and 2021 are shown in the following table:
Three Months EndedThree Months EndedNine Months EndedNine Months EndedThree Months EndedThree Months Ended
($ in thousands)($ in thousands)September 30, 2022September 30, 2021September 30, 2022September 30, 2021($ in thousands)March 31, 2023March 31, 2022
Forward currency contractsForward currency contracts$3,249 $(11)$9,921 $199 Forward currency contracts$9,611 $(218)
68
Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
7. COMMITMENTS AND CONTINGENCIES
As of September 30,both March 31, 2023 and December 31, 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 September 30,both March 31, 2023 and December 31, 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 ($28.6 million unfunded).
In the normal course of business, the Company is party to financial instruments with off-balance sheet risk, consisting primarily of unused commitments to extend financing to the Company’s portfolio companies. Since commitments may expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements. As of September 30, 2022,March 31, 2023, the Company believed that it had adequate financial resources to satisfy its unfunded commitments. The balances of unused commitments to extend financing as of September 30, 2022March 31, 2023 and December 31, 20212022 were as follows:
Portfolio Company
($ in thousands)		Portfolio Company
($ in thousands)		Investment TypeSeptember 30, 2022December 31, 2021Portfolio Company
($ in thousands)		Investment TypeMarch 31, 2023December 31, 2022
Acclime Holdings HK Limited(1)(2)Delayed Draw Term Loan$— $141 
Acclime Holdings HK Limited(1)(2)Delayed Draw Term Loan— 776 
Accurus Aerospace Corporation(1)Revolver922 — 
Air Comm Corporation, LLC(1)Delayed Draw Term Loan— 108 
Air Comm Corporation, LLC(1)Delayed Draw Term Loan— 1,150 
Accurus Aerospace Corporation(1)(2)Accurus Aerospace Corporation(1)(2)Revolver$369 $461 
AlliA Insurance Brokers NV(1)(2)(3)AlliA Insurance Brokers NV(1)(2)(3)Delayed Draw Term Loan2,055 — 
Amtech LLC(1)Amtech LLC(1)Delayed Draw Term Loan909 909 Amtech LLC(1)Delayed Draw Term Loan909 909 
Amtech LLC(1)Amtech LLC(1)Revolver182 227 Amtech LLC(1)Revolver227 182 
AnalytiChem Holding GmbH(1)(2)(3)AnalytiChem Holding GmbH(1)(2)(3)Delayed Draw Term Loan— 2,582 AnalytiChem Holding GmbH(1)(2)(3)Bridge Revolver174 171 
AnalytiChem Holding GmbH(1)(2)(3)Incremental Term Loan401 — 
AnalytiChem Holding GmbH(1)(2)(3)Bridge Revolver157 — 
APC1 Holding(1)(2)(3)Delayed Draw Term Loan490 — 
Aquavista Watersides 2 LTD(1)(2)(4)Bridge Revolver— 151 
APC1 Holding(1)(3)APC1 Holding(1)(3)Delayed Draw Term Loan— 354 
Aquavista Watersides 2 LTD(1)(2)(4)Aquavista Watersides 2 LTD(1)(2)(4)Capex / Acquisition Facility776 941 Aquavista Watersides 2 LTD(1)(2)(4)Capex / Acquisition Facility645 761 
Arc Education(1)(3)Arc Education(1)(3)Delayed Draw Term Loan1,744 — Arc Education(1)(3)Delayed Draw Term Loan1,934 1,900 
Argus Bidco Limited(1)(2)(4)Argus Bidco Limited(1)(2)(4)CAF Term Loan366 — Argus Bidco Limited(1)(2)(4)CAF Term Loan337 395 
Argus Bidco Limited(1)(2)(4)Argus Bidco Limited(1)(2)(4)Bridge Term Loan78 — Argus Bidco Limited(1)(2)(4)RCF Bridge Term Loan86 84 
ASC Communications, LLC(1)(2)Revolver658 — 
Astra Bidco Limited(1)(2)(4)Delayed Draw Term Loan634 769 
ASC Communications, LLCASC Communications, LLCRevolver659 659 
Astra Bidco Limited(1)(4)Astra Bidco Limited(1)(4)Delayed Draw Term Loan702 683 
ATL II MRO Holdings Inc.(1)ATL II MRO Holdings Inc.(1)Revolver1,250 1,250 
Avance Clinical Bidco Pty Ltd(1)(5)Avance Clinical Bidco Pty Ltd(1)(5)Delayed Draw Term Loan925 1,046 Avance Clinical Bidco Pty Ltd(1)(5)Delayed Draw Term Loan964 976 
Azalea Buyer, Inc.(1)(2)Delayed Draw Term Loan641 641 
Azalea Buyer, Inc.(1)(2)Revolver321 321 
Bariacum S.A(1)(2)(3)Acquisition Facility588 682 
Azalea Buyer, Inc.(1)Azalea Buyer, Inc.(1)Delayed Draw Term Loan641 641 
Azalea Buyer, Inc.(1)Azalea Buyer, Inc.(1)Revolver321 321 
Bariacum S.A(1)(3)Bariacum S.A(1)(3)Acquisition Facility652 640 
Beyond Risk Management, Inc.(1)(2)Beyond Risk Management, Inc.(1)(2)Delayed Draw Term Loan2,423 2,573 Beyond Risk Management, Inc.(1)(2)Delayed Draw Term Loan2,423 2,423 
BigHand UK Bidco Limited(1)(2)(4)Acquisition Facility— 99 
Biolam Group(1)(2)(3)Biolam Group(1)(2)(3)Delayed Draw Term Loan2,768 3,189 
Bounteous, Inc.(1)(2)Bounteous, Inc.(1)(2)Delayed Draw Term Loan2,580 2,580 Bounteous, Inc.(1)(2)Delayed Draw Term Loan2,580 2,580 
Brightpay Limited(1)(2)(3)Brightpay Limited(1)(2)(3)Delayed Draw Term Loan167 389 Brightpay Limited(1)(2)(3)Delayed Draw Term Loan124 122 
Brightpay Limited(1)(2)(3)Delayed Draw Term Loan112 130 
BrightSign LLC(1)(2)Revolver715 715 
British Engineering Services Holdco Limited(1)(2)(4)Bridge Revolver— 86 
CAi Software, LLC(1)Revolver707 707 
BrightSign LLC(1)BrightSign LLC(1)Revolver— 715 
CAi Software, LLC(1)(2)CAi Software, LLC(1)(2)Revolver707 707 
Canadian Orthodontic Partners Corp.(1)(2)(6)Canadian Orthodontic Partners Corp.(1)(2)(6)Delayed Draw Term Loan105 160 Canadian Orthodontic Partners Corp.(1)(2)(6)Delayed Draw Term Loan— 106 
Ceres Pharma NV(1)(3)Ceres Pharma NV(1)(3)Delayed Draw Term Loan858 996 Ceres Pharma NV(1)(3)Delayed Draw Term Loan1,472 1,610 
CGI Parent, LLC(1)(2)CGI Parent, LLC(1)(2)Revolver1,653 — CGI Parent, LLC(1)(2)Revolver1,653 1,653 
Coastal Marina Holdings, LLC(1)(2)PIK Tranche B Term Loan656 656 
Comply365, LLC(1)Comply365, LLC(1)Revolver556 472 
Coyo Uprising GmbH(1)(3)Coyo Uprising GmbH(1)(3)Delayed Draw Term Loan514 505 
CSL DualCom(1)(4)CSL DualCom(1)(4)Capex / Acquisition Term Loan181 177 
6979
Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Portfolio Company
($ in thousands)		Investment TypeSeptember 30, 2022December 31, 2021
Coastal Marina Holdings, LLC(1)(2)Tranche A Term Loan1,788 1,788 
Comply365, LLC(1)(2)Revolver555 — 
Coyo Uprising GmbH(1)(2)(3)Delayed Draw Term Loan927 1,076 
Crash Champions, LLC(1)Delayed Draw Term Loan— 2,712 
CSL DualCom(1)(2)(4)Acquisition Term Loan1,024 1,242 
DecksDirect, LLC(1)(2)Revolver218 218 
Dune Group(1)(2)(3)Delayed Draw Term Loan900 1,044 
Dwyer Instruments, Inc.(1)(2)Delayed Draw Term Loan1,845 1,094 
Eclipse Business Capital, LLC(1)(2)Revolver8,175 5,840 
EMI Porta Holdco LLC(1)(2)Delayed Draw Term Loan3,774 5,339 
EMI Porta Holdco LLC(1)(2)Revolver885 1,271 
EPS NASS Parent, Inc.(1)(2)Delayed Draw Term Loan187 425 
eShipping, LLC(1)(2)Delayed Draw Term Loan1,923 1,923 
eShipping, LLC(1)(2)Revolver1,122 930 
Events Software BidCo Pty Ltd(1)Delayed Draw Term Loan640 — 
Express Wash Acquisition Company, LLC(1)Delayed Draw Term Loan391 — 
Fineline Technologies, Inc.(1)(2)Delayed Draw Term Loan240 240 
Footco 40 Limited(1)(2)(4)Delayed Draw Term Loan711 — 
FragilePak LLC(1)(2)Delayed Draw Term Loan3,779 3,779 
Global Academic Group Limited(1)(7)Term Loan269 — 
GPZN II GmbH(1)(2)(3)CAF Term Loan514 — 
Greenhill II BV(1)(2)(3)Capex Acquisition Facility234 — 
HeartHealth Bidco Pty Ltd(1)(2)(5)Delayed Draw Term Loan297 — 
Heartland Veterinary Partners, LLC(1)(2)Delayed Draw Term Loan95 235 
HTI Technology & Industries(1)(2)Delayed Draw Term Loan1,023 — 
HTI Technology & Industries(1)(2)Revolver682 — 
IGL Holdings III Corp.(1)Delayed Draw Term Loan— 360 
Innovad Group II BV(1)(2)(3)Delayed Draw Term Loan765 1,206 
INOS 19-090 GmbH(1)(2)(3)Acquisition Facility756 878 
Interstellar Group B.V.(1)(2)(3)Delayed Draw Term Loan1,203 — 
Interstellar Group B.V.(1)(2)(3)Delayed Draw Term Loan109 — 
ITI Intermodal, Inc.(1)(2)Delayed Draw Term Loan103 103 
ITI Intermodal, Inc.(1)(2)Revolver118 124 
Jaguar Merger Sub Inc.(1)(2)Delayed Draw Term Loan3,763 1,961 
Jaguar Merger Sub Inc.(1)(2)Revolver490 490 
Jon Bidco Limited(1)(2)(7)Capex & Acquisition Facility383 — 
Jones Fish Hatcheries & Distributors LLC(1)(2)Revolver418 — 
Kano Laboratories LLC(1)(2)Delayed Draw Term Loan1,574 1,903 
Kano Laboratories LLC(1)(2)Delayed Draw Term Loan1,203 1,574 
Lambir Bidco Limited(1)(2)(3)Bridge Revolver— 666 
Lambir Bidco Limited(1)(2)(3)Delayed Draw Term Loan1,147 1,332 
LeadsOnline, LLC(1)(2)Revolver1,952 — 
LivTech Purchaser, Inc.(1)(2)Delayed Draw Term Loan130 316 
Marmoutier Holding B.V.(1)(3)Delayed Draw Term Loan22 405 
Marmoutier Holding B.V.(1)(3)Revolver139 162 
Marshall Excelsior Co.(1)(2)Revolver250 — 
MC Group Ventures Corporation(1)(2)Delayed Draw Term Loan861 861 
Portfolio Company
($ in thousands)		Investment TypeMarch 31, 2023December 31, 2022
DataServ Integrations, LLC(1)Revolver481 481 
DecksDirect, LLC(1)Revolver218 218 
DISA Holdings Corp.(1)Delayed Draw Term Loan912 912 
DISA Holdings Corp.(1)Revolver286 277 
Dune Group(1)(2)(3)Delayed Draw Term Loan998 980 
Dwyer Instruments, Inc.(1)Delayed Draw Term Loan1,845 1,845 
Eclipse Business Capital, LLC(1)Revolver9,074 8,625 
EMI Porta Holdco LLC(1)(2)Delayed Draw Term Loan3,532 3,532 
EMI Porta Holdco LLC(1)(2)Revolver468 631 
EPS NASS Parent, Inc.(1)Delayed Draw Term Loan187 187 
eShipping, LLC(1)Delayed Draw Term Loan1,923 1,923 
eShipping, LLC(1)Revolver1,122 1,122 
Eurofins Digital Testing International LUX Holding SARL(1)(2)(3)Delayed Draw Term Loan358 352 
Eurofins Digital Testing International LUX Holding SARL(1)(2)(3)Delayed Draw Term Loan1,791 1,759 
Events Software BidCo Pty Ltd(1)(2)Delayed Draw Term Loan640 640 
Express Wash Acquisition Company, LLC(1)(2)Revolver77 77 
Faraday(1)(2)(3)Delayed Draw Term Loan973 
Fineline Technologies, Inc.(1)(2)Delayed Draw Term Loan— 240 
Footco 40 Limited(1)(2)(4)Delayed Draw Term Loan556 766 
Fortis Payment Systems, LLC(1)(2)Delayed Draw Term Loan925 925 
FragilePak LLC(1)Delayed Draw Term Loan3,779 3,779 
GB Eagle Buyer, Inc.(1)(2)Revolver1,936 1,935 
Global Academic Group Limited(1)(7)Term Loan297 301 
GPZN II GmbH(1)(2)(3)CAF Term Loan— 560 
Greenhill II BV(1)(3)Capex Acquisition Facility260 255 
Groupe Product Life(1)(3)Delayed Draw Term Loan449 441 
Gusto Aus BidCo Pty Ltd(1)(5)Delayed Draw Term Loan220 223 
HeartHealth Bidco Pty Ltd(1)(5)Delayed Draw Term Loan309 313 
Heartland Veterinary Partners, LLC(1)(2)Delayed Draw Term Loan95 95 
HEKA Invest(1)(2)(3)Delayed Draw Term Loan565 555 
HTI Technology & Industries(1)(2)Delayed Draw Term Loan1,023 1,023 
HTI Technology & Industries(1)(2)Revolver682 682 
Innovad Group II BV(1)(2)(3)Delayed Draw Term Loan849 834 
INOS 19-090 GmbH(1)(3)Acquisition Facility1,257 1,235 
Interstellar Group B.V.(1)(3)Delayed Draw Term Loan1,334 1,310 
Interstellar Group B.V.(1)(3)Delayed Draw Term Loan56 55 
Isolstar Holding NV (IPCOM)(1)(3)Delayed Draw Term Loan757 744 
ITI Intermodal, Inc.(1)(2)Delayed Draw Term Loan— 103 
ITI Intermodal, Inc.(1)(2)Delayed Draw Term Loan1,959 — 
ITI Intermodal, Inc.(1)(2)Revolver461 118 
Jaguar Merger Sub Inc.(1)Delayed Draw Term Loan— 422 
Jaguar Merger Sub Inc.(1)Revolver— 490 
Jon Bidco Limited(1)(7)Capex & Acquisition Facility424 428 
Jones Fish Hatcheries & Distributors LLC(1)(2)Revolver418 418 
Kano Laboratories LLC(1)Delayed Draw Term Loan1,574 1,574 
Kano Laboratories LLC(1)Delayed Draw Term Loan1,203 1,203 
7080
Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Portfolio Company
($ in thousands)		Investment TypeSeptember 30, 2022December 31, 2021
Mercell Holding AS(1)(2)(8)Bridge Term Loan127 — 
Mercell Holding AS(1)(2)(8)Capex Acquisition Facility425 — 
Modern Star Holdings Bidco Pty Limited(1)(2)(5)Capex Term Loan318 360 
Murphy Midco Limited(1)(2)(4)Delayed Draw Term Loan747 906 
Narda Acquisitionco., Inc.(1)(2)Revolver649 684 
Navia Benefit Solutions, Inc.(1)Delayed Draw Term Loan— 4,338 
Nexus Underwriting Management Limited(1)(2)(4)Revolver— 53 
Nexus Underwriting Management Limited(1)(2)(4)Acquisition Facility751 989 
Novotech Aus Bidco Pty Ltd(1)(2)Capex & Acquisition Facility1,042 — 
NPM Investments 28 BV(1)(3)Delayed Draw Term Loan425 — 
OA Buyer, Inc.(1)(2)Revolver1,331 1,331 
OAC Holdings I Corp(1)(2)Revolver401 — 
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 Loan2,505 3,643 
OSP Hamilton Purchaser, LLC(1)(2)Revolver187 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)Series 2022-One Class A55 — 
Perimeter Master Note Business Trust (1)(2)Series 2022-One Class B55 — 
Perimeter Master Note Business Trust (1)(2)Series 2022-One Class C55 — 
Perimeter Master Note Business Trust (1)(2)Series 2022-One Class D55 — 
Perimeter Master Note Business Trust (1)(2)Series 2022-One Class E2,794 — 
Polara Enterprises, L.L.C.(1)(2)Revolver273 273 
Policy Services Company, LLC(1)(2)Delayed Draw Term Loan— 2,632 
Premium Invest(1)(2)(3)Delayed Draw Term Loan3,331 834 
ProfitOptics, LLC(1)(2)Revolver194 — 
Protego Bidco B.V.(1)(2)(3)Delayed Draw Term Loan193 224 
PSP Intermediate 4, LLC(1)(2)(3)Delayed Draw Term Loan667 — 
QPE7 SPV1 BidCo Pty Ltd(1)(2)(5)Acquisition Term loan— 461 
Questel Unite(1)(3)Incremental Term Loan2,536 2,944 
Rep Seko Merger Sub LLC(1)(2)Delayed Draw Term Loan465 727 
Reward Gateway (UK) Ltd(1)(2)(4)Acquisition Facility682 1,301 
Riedel Beheer B.V.(1)(2)(3)Delayed Draw Term Loan— 153 
Riedel Beheer B.V.(1)(2)(3)Revolver— 230 
Royal Buyer, LLC(1)(2)Delayed Draw Term Loan1,104 — 
Royal Buyer, LLC(1)(2)Revolver670 — 
Safety Products Holdings, LLC(1)(2)Delayed Draw Term Loan2,451 2,594 
Sanoptis S.A.R.L.(1)(2)(3)Acquisition Capex Facility2,147 — 
Scaled Agile, Inc.(1)Delayed Draw Term Loan416 416 
Scaled Agile, Inc.(1)Revolver336 336 
Scout Bidco B.V.(1)(2)(3)Delayed Draw Term Loan1,042 — 
Scout Bidco B.V.(1)(2)(3)Revolver473 — 
Sereni Capital NV(1)(3)Term Loan220 — 
Smartling, Inc.(1)(2)Delayed Draw Term Loan1,176 1,177 
Smartling, Inc.(1)(2)Revolver588 588 
SSCP Pegasus Midco Limited(1)(2)(4)Delayed Draw Term Loan1,562 1,895 
Portfolio Company
($ in thousands)		Investment TypeMarch 31, 2023December 31, 2022
Lambir Bidco Limited(1)(2)(3)Delayed Draw Term Loan1,272 1,250 
LeadsOnline, LLC(1)Revolver1,952 1,952 
LivTech Purchaser, Inc.(1)(2)Delayed Draw Term Loan530 530 
Marmoutier Holding B.V.(1)(2)(3)Delayed Draw Term Loan24 24 
Marmoutier Holding B.V.(1)(2)(3)Revolver108 106 
Marshall Excelsior Co.(1)Revolver33 250 
MC Group Ventures Corporation(1)Delayed Draw Term Loan311 311 
Mercell Holding AS(1)(8)Capex Acquisition Facility375 398 
Modern Star Holdings Bidco Pty Limited(1)(2)(5)Term Loan331 335 
Murphy Midco Limited(1)(2)(4)Delayed Draw Term Loan491 553 
Narda Acquisitionco., Inc.(1)(2)Revolver615 615 
NeoxCo(1)(2)(3)Delayed Draw Term Loan489 — 
Nexus Underwriting Management Limited(1)(2)(4)Acquisition Facility685 810 
NF Holdco, LLC(1)(2)Revolver737 — 
Novotech Aus Bidco Pty Ltd(1)(2)Capex & Acquisition Facility1,042 1,042 
NPM Investments 28 BV(1)(3)Delayed Draw Term Loan471 463 
OA Buyer, Inc.(1)Revolver1,331 1,331 
OAC Holdings I Corp(1)Revolver127 303 
Omni Intermediate Holdings, LLC(1)(2)Delayed Draw Term Loan— 2,505 
OSP Hamilton Purchaser, LLC(1)(2)Revolver259 187 
Polara Enterprises, L.L.C.(1)Revolver273 273 
Premium Invest(1)(3)Delayed Draw Term Loan3,694 3,629 
ProfitOptics, LLC(1)Revolver123 194 
Protego Bidco B.V.(1)(2)(3)Delayed Draw Term Loan214 210 
PSP Intermediate 4, LLC(1)(2)(3)Delayed Draw Term Loan740 727 
Qualified Industries, LLC(1)(2)Revolver242 — 
Questel Unite(1)(2)(3)Incremental Term Loan2,813 2,763 
R1 Holdings, LLC(1)Delayed Draw Term Loan910 1,311 
R1 Holdings, LLC(1)Revolver801 801 
Randys Holdings, Inc.(1)(2)Delayed Draw Term Loan3,309 3,309 
Randys Holdings, Inc.(1)(2)Revolver1,135 1,178 
Rep Seko Merger Sub LLC(1)Delayed Draw Term Loan289 362 
Reward Gateway (UK) Ltd(1)(2)(4)Acquisition Facility756 735 
Rocade Holdings LLCPreferred Equity10,000 — 
Royal Buyer, LLC(1)Delayed Draw Term Loan1,041 1,104 
Royal Buyer, LLC(1)Revolver670 670 
Safety Products Holdings, LLC(1)(2)Delayed Draw Term Loan2,451 2,451 
Sanoptis S.A.R.L.(1)(2)(3)Acquisition Capex Facility1,134 2,076 
Sanoptis S.A.R.L.(1)(2)(9)CAF Delayed Draw Term Loan450 — 
SBP Holdings LP(1)(2)Delayed Draw Term Loan735 — 
SBP Holdings LP(1)(2)Revolver444 — 
Scaled Agile, Inc.(1)(2)Delayed Draw Term Loan416 416 
Scaled Agile, Inc.(1)(2)Revolver336 336 
Scout Bidco B.V.(1)(3)Delayed Draw Term Loan1,155 1,135 
Scout Bidco B.V.(1)(3)Revolver524 515 
Sereni Capital NV(1)(2)(3)Delayed Draw Term Loan1,599 — 
Sereni Capital NV(1)(2)(3)Term Loan— 109 
7181
Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Portfolio Company
($ in thousands)		Portfolio Company
($ in thousands)		Investment TypeSeptember 30, 2022December 31, 2021Portfolio Company
($ in thousands)		Investment TypeMarch 31, 2023December 31, 2022
Smartling, Inc.(1)(2)Smartling, Inc.(1)(2)Delayed Draw Term Loan1,176 1,176 
Smartling, Inc.(1)(2)Smartling, Inc.(1)(2)Revolver588 588 
Soho Square III Debtco II SARL(1)(4)Soho Square III Debtco II SARL(1)(4)Delayed Draw Term Loan2,318 2,255 
Solo Buyer, L.P.(1)(2)Solo Buyer, L.P.(1)(2)Revolver1,197 1,197 
Sparus Holdings, LLC (f/k/a Sparus Holdings, Inc.)(1)Sparus Holdings, LLC (f/k/a Sparus Holdings, Inc.)(1)Delayed Draw Term Loan399 666 
Sparus Holdings, LLC (f/k/a Sparus Holdings, Inc.)(1)Sparus Holdings, LLC (f/k/a Sparus Holdings, Inc.)(1)Revolver141 156 
Spatial Business Systems LLC(1)Spatial Business Systems LLC(1)Delayed Draw Term Loan3,750 3,750 
Spatial Business Systems LLC(1)Spatial Business Systems LLC(1)Revolver703 703 
SSCP Pegasus Midco Limited(1)(4)SSCP Pegasus Midco Limited(1)(4)Delayed Draw Term Loan1,730 1,683 
Superjet Buyer, LLC(1)Superjet Buyer, LLC(1)Revolver1,460 1,460 Superjet Buyer, LLC(1)Revolver1,460 1,460 
Syntax Systems Ltd(1)(2)Syntax Systems Ltd(1)(2)Delayed Draw Term Loan1,142 1,142 Syntax Systems Ltd(1)(2)Delayed Draw Term Loan1,142 1,142 
Syntax Systems Ltd(1)(2)Syntax Systems Ltd(1)(2)Revolver199 336 Syntax Systems Ltd(1)(2)Revolver119 199 
Tank Holding Corp(1)Tank Holding Corp(1)Revolver655 — Tank Holding Corp(1)Revolver469 545 
Techone B.V.(1)(2)(3)Delayed Draw Term Loan— 485 
Techone B.V.(1)(2)(3)Revolver61 129 
Tanqueray Bidco Limited(1)(2)(4)Tanqueray Bidco Limited(1)(2)(4)Capex Facility1,118 1,088 
Techone B.V.(1)(3)Techone B.V.(1)(3)Revolver93 61 
Tencarva Machinery Company, LLC(1)Tencarva Machinery Company, LLC(1)Delayed Draw Term Loan— 591 Tencarva Machinery Company, LLC(1)Revolver752 752 
Tencarva Machinery Company, LLC(1)Revolver752 752 
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)(1)(2)Delayed Draw Term Loan2,707 2,707 
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)(1)(2)Revolver796 796 
The Cleaver-Brooks Company, Inc.(1)(2)Revolver1,292 — 
Turbo Buyer, Inc.(1)Delayed Draw Term Loan1,537 1,494 
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)(1)The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)(1)Delayed Draw Term Loan2,707 2,707 
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)(1)The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)(1)Revolver796 796 
The Cleaver-Brooks Company, Inc.(1)The Cleaver-Brooks Company, Inc.(1)Revolver1,615 1,413 
Trader Corporation(1)(6)Trader Corporation(1)(6)Revolver173 173 
TSYL Corporate Buyer, Inc.(1)TSYL Corporate Buyer, Inc.(1)Delayed Draw Term Loan1,681 1,681 
TSYL Corporate Buyer, Inc.(1)TSYL Corporate Buyer, Inc.(1)Revolver177 177 
Turbo Buyer, Inc.(1)(2)Turbo Buyer, Inc.(1)(2)Delayed Draw Term Loan974 974 
Union Bidco Limited(1)(2)(4)Union Bidco Limited(1)(2)(4)Acquisition Facility89 — Union Bidco Limited(1)(2)(4)Acquisition Facility80 78 
United Therapy Holding III GmbH(1)(2)(3)United Therapy Holding III GmbH(1)(2)(3)Acquisition Facility1,488 — United Therapy Holding III GmbH(1)(2)(3)Acquisition Facility672 1,170 
Unither (Uniholding)(1)(2)(3)Unither (Uniholding)(1)(2)(3)Delayed Draw Term Loan471 — 
W2O Holdings, Inc.(1)(2)W2O Holdings, Inc.(1)(2)Delayed Draw Term Loan234 — 
W2O Holdings, Inc.(1)(2)W2O Holdings, Inc.(1)(2)Delayed Draw Term Loan1,060 1,549 W2O Holdings, Inc.(1)(2)Delayed Draw Term Loan— 1,060 
Waccamaw River(2)Waccamaw River(2)Joint Venture2,480 11,280 Waccamaw River(2)Joint Venture2,480 2,480 
Whitcraft Holdings, Inc.(1)(2)Whitcraft Holdings, Inc.(1)(2)Revolver943 — 
Woodland Foods, LLC(1)(2)Woodland Foods, LLC(1)(2)Line of Credit370 967 Woodland Foods, LLC(1)(2)Line of Credit213 213 
Xeinadin Bidco Limited(1)(2)(4)CAF Term Loan2,201 — 
WWEC Holdings III Corp(1)(2)WWEC Holdings III Corp(1)(2)Delayed Draw Term Loan1,165 1,165 
WWEC Holdings III Corp(1)(2)WWEC Holdings III Corp(1)(2)Revolver512 512 
Xeinadin Bidco Limited(1)(4)Xeinadin Bidco Limited(1)(4)CAF Term Loan2,438 2,372 
ZB Holdco LLC(1)ZB Holdco LLC(1)Delayed Draw Term Loan676 — ZB Holdco LLC(1)Delayed Draw Term Loan— 676 
ZB Holdco LLC(1)ZB Holdco LLC(1)Revolver423 — ZB Holdco LLC(1)Revolver423 423 
Zeppelin Bidco Limited(1)(2)(4)Zeppelin Bidco Limited(1)(2)(4)Capex / Acquisition Facility1,168 — Zeppelin Bidco Limited(1)(2)(4)Capex / Acquisition Facility1,293 1,258 
Zeppelin Bidco Limited(1)(2)(4)Revolver245 — 
Total unused commitments to extend financingTotal unused commitments to extend financing$120,601 $116,977 Total unused commitments to extend financing$154,815 $143,252 
(1)The Adviser’s estimate of the fair value of the current investments in these portfolio companies includes an analysis of the fair value of any unfunded commitments.
(2)Represents a commitment to extend financing to a portfolio company where one or more of the Company’s current investments in the portfolio company are carried at less than cost.
(3)Actual commitment amount is denominated in Euros. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(4)Actual commitment amount is denominated in British pounds sterling. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(5)Actual commitment amount is denominated in Australian dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(6)Actual commitment amount is denominated in Canadian dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
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Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
(7)Actual commitment amount is denominated in New Zealand dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(8)Actual commitment amount is denominated in Norwegian Kroner. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
72
(9)Actual commitment amount is denominated in Swiss francs. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
8. FINANCIAL HIGHLIGHTS
The following is a schedule of financial highlights for the ninethree months ended September 30, 2022March 31, 2023 and 2021:2022:
Nine Months Ended September 30,
($ in thousands, except share and per share amounts)20222021
Per share data:
Net asset value at beginning of period$22.43 $21.58 
Net investment income(1)1.72 1.45 
Net realized gain on investments / foreign currency transactions(1)0.18 (0.11)
Net unrealized appreciation on investments / foreign currency transactions(1)(0.51)0.65 
Total increase from investment operations(1)1.39 1.99 
Dividends declared from net investment income(1.49)(1.13)
Dividends declared from realized gains(0.07)(0.20)
Total dividends declared(1.56)(1.33)
Loss on extinguishment of debt(1)(0.01)— 
Net asset value at end of period$22.25 $22.24 
Shares outstanding at end of period27,496,359 15,365,946
Net assets at end of period$611,684 $341,774
Average net assets$569,537 $214,043
Ratio of total expenses to average net assets (annualized)(2)5.93 %6.64 %
Ratio of net investment income to average net assets (annualized)(2)10.18 %9.08 %
Portfolio turnover ratio (annualized)16.34 %47.52 %
Total return(3)6.26 %9.43 %
Three Months Ended March 31,
($ in thousands, except share and per share amounts)20232022
Per share data:
Net asset value at beginning of period$21.66 $22.43 
Net investment income (1)0.68 0.48 
Net realized gain (loss) on investments / foreign currency transactions (1)(0.35)0.13 
Net unrealized appreciation (depreciation) on investments / foreign currency transactions (1)0.59 0.11 
Total increase from investment operations (1)0.92 0.72 
Dividends paid to stockholders from net investment income(0.57)(0.44)
Dividends paid to stockholders from short-term realized gains(0.03)(0.07)
Total dividends declared(0.60)(0.51)
Loss on extinguishment of debt (1)— (0.01)
Net asset value at end of period$21.98 $22.63 
Shares outstanding at end of period28,142,612 26,939,328
Net assets at end of period$618,439 $609,599
Average net assets$609,288 $487,448
Ratio of total expenses to average net assets (annualized) (2)10.09 %6.14 %
Ratio of net investment income to average net assets (annualized) (2)12.39 %9.71 %
Portfolio turnover ratio (annualized)1.83 %0.36 %
Total return (3)4.29 %3.19 %
(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)Does not include expenses of underlying investment companies, including joint ventures and short-term investments.ventures.
(3)Total return is calculated as the change in net asset value ("NAV"(“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 September 30, 2022, the Company made approximately $81.8 million of new commitments, of which$63.7 million closed and funded. The $63.7 million of investments consists of $63.2 million of first lien senior secured debt investments and $0.5 million of equity investments. The weighted average yield of the debt investments was 9.9%. In addition, the Company funded $5.3 million of previously committed delayed draw term loans.
Subsequent to September 30, 2022, the Company placed its debt investment in Core Scientific Inc. (“Core Scientific”) on non-accrual status effective with the monthly payment due October 31, 2022. As a result, under U.S. GAAP, the Company will no longer recognize interest income on its debt investment in Core Scientific for financial reporting purposes.
On October 13, 2022, the Company amended the ING Credit Facility to increase total commitments from lenders to $710.0 million from $625.0 million. There were no other amendments to the terms of the ING Credit Facility.
On November 10, 2022,May 4, 2023, the Board declared a quarterly dividend of $0.54$0.62 per share payable on DecemberJune 14, 20222023 to holders of record as of December 7, 2022.May 31, 2023.


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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 statementsUnaudited Consolidated Financial Statements for the three and nine months ended September 30, 2022,March 31, 2023, 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, 2021.2022. 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,"“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"“Risk Factors” in Part I of our Annual Report on Form 10-K for the year ended December 31, 20212022 and in Item 1A entitled "Risk Factors"“Risk Factors” in Part II of our subsequently filed Quarterly Reports on Form 10-Q.10-Q or in other reports that we may file with the Securities and Exchange Commission (the “SEC”) from time to time. 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, including the risks of a slowing economy, rising inflation and risk of recession;recession, and volatility in the financial services sector, including bank failures; the interest rate environment or conditions affecting the financial and capital markets; the impact of global health crises, such as the ongoing COVID-19 pandemic, on our or our portfolio companies’ business and the U.S. and global economy; our, or our portfolio companies’, future business, operations, operating results or prospects; 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 or our portfolio companies’operatingcompanies’ 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"),or Barings, an investment adviser that is registered with the SEC under the Investment Advisers Act of 1940, as amended (the "Advisers Act"“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 administrativemanagement services pursuant to the terms of an investment advisory agreement (the "Advisory Agreement"“Advisory Agreement”) and an administration agreement (the "Administration Agreement"“Administration Agreement”).
Our primary 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 holdinghold 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 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/
7484


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 investfocus on investing primarily in predominately senior secured private debt investmentsinstruments in well-established middle-market businesses that operate across a wide range of industries, as well asindustries. To a lesser extent, we will invest in equity, special situations, structured credit (e.g., private asset-backed securities), syndicated senior secured loans, structured product investments, bonds and other fixed incomeloan opportunities and/or mortgage 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 OfferedSecured Overnight Financing Rate (“LIBOR”SOFR”) (or anthe applicable successor rate)currency rate for investments in foreign currencies) plus 450475 basis points and LIBORSOFR plus 650675 basis points per annum.
As of September 30, 2022March 31, 2023 and December 31, 2021,2022, the weighted average yield on the principal amount of our outstanding debt investments other than non-accrual debt investments was approximately 8.6%10.3% and 7.0%10.0%, respectively.
COVID-19 Developments
The spread of the Coronavirus and the COVID-19 pandemic, and the related effectweighted average yield on the U.S. and global economies, has had adverse consequences for the business operationsprincipal amount of someall of our portfolio companies but no longer adversely affects our operationsoutstanding debt investments (including non-accrual debt investments) was approximately 10.1% and the operations9.8% as of Barings, including with respect to us. Barings continues to monitor the COVID-19 situation globallyMarch 31, 2023 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.December 31, 2022, respectively.
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’ $264.0$281.6 billion Global Fixed Income Platform (as of March 31, 2023) 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 September 30, 2022,March 31, 2023, BIIL had approximately £16.5£15.9 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 (in its capacity as our Administrator) 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.
Included in Barings GPFG is Barings North American Private Finance Team (the “U.S. Investment Team”), which consists of 51 investment professionals (as of March 31, 2023) located in three offices in the U.S. The U.S. Investment Team provides a full set of solutions to the North American middle market, including revolvers, first and second lien senior secured loans, unitranche structures, mezzanine debt and equity co-investments. The U.S. Investment Team averages over 20 years of
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industry experience at the Managing Director and Director level. In addition, Barings believes that it has best-in-class support personnel, including expertise in risk management, legal, accounting, tax, information technology and compliance, among others. We expect to benefit from the support provided by these personnel in our operations.
Portfolio Investment Composition
The total value of our investment portfolio was $1,106.0$1,324.9 million as of September 30, 2022,March 31, 2023, as compared to $865.1$1,233.4 million as of December 31, 2021.2022. As of September 30, 2022,March 31, 2023, we had investments in 205237 portfolio companies with an aggregate cost of $1,132.8$1,343.4 million. As of December 31, 2021,2022, we had investments in 151228 portfolio companies with an aggregate cost of $854.6$1,261.6 million. As of both September 30, 2022March 31, 2023 and December 31, 2021,2022, none of our portfolio investments represented greater than 10% of the total fair value of our investment portfolio.
As of September 30, 2022March 31, 2023 and December 31, 2021,2022, our investment portfolio consisted of the following investments:
($ in thousands)($ in thousands)CostPercentage of
Total
Portfolio		Fair ValuePercentage of
Total
Portfolio		($ in thousands)CostPercentage of
Total
Portfolio		Fair ValuePercentage of
Total
Portfolio
September 30, 2022:
March 31, 2023:March 31, 2023:
Senior debt and 1st lien notes
Senior debt and 1st lien notes
$829,227 73 %$797,135 72 %
Senior debt and 1st lien notes
$989,709 74 %$962,148 73 %
Subordinated debt and 2nd lien notes
Subordinated debt and 2nd lien notes
124,959 11 120,799 11 
Subordinated debt and 2nd lien notes
129,128 10 126,084 10 
Structured productsStructured products29,444 3 26,876 2 Structured products31,186 2 27,687 2 
Equity sharesEquity shares88,180 8 106,199 10 Equity shares141,111 10 165,304 12 
Equity warrantsEquity warrants70 — 28 — Equity warrants70 — 491 — 
Investments in joint venturesInvestments in joint ventures60,922 5 54,914 5 Investments in joint ventures52,208 4 43,193 3 
$1,132,802 100 %$1,105,951 100 %$1,343,412 100 %$1,324,907 100 %
($ in thousands)($ in thousands)CostPercentage of
Total Portfolio		Fair ValuePercentage of
Total Portfolio		($ in thousands)CostPercentage of
Total Portfolio		Fair ValuePercentage of
Total Portfolio
December 31, 2021:
December 31, 2022:December 31, 2022:
Senior debt and 1st lien notes
Senior debt and 1st lien notes
$618,911 72 %$620,928 72 
Senior debt and 1st lien notes
$950,985 75 %$920,219 75 
Subordinated debt and 2nd lien notes
Subordinated debt and 2nd lien notes
91,067 11 92,297 11 
Subordinated debt and 2nd lien notes
127,970 10 123,244 10 
Structured productsStructured products29,477 3 30,900 3 Structured products32,015 3 28,321 2 
Equity sharesEquity shares56,431 7 59,601 7 Equity shares94,592 8 113,666 9 
Equity warrantsEquity warrants68 — 163 — Equity warrants70 — 476 — 
Investments in joint venturesInvestments in joint ventures58,689 7 61,253 7 Investments in joint ventures55,971 4 47,479 4 
$854,643 100 %$865,142 100 %$1,261,603 100 %$1,233,405 100 %
Investment Activity
During the ninethree months ended September 30, 2022,March 31, 2023, we made 6610 new investments totaling $344.5$36.7 million, made investments in existing portfolio companies totaling $86.2$19.8 million and made additional investmentsa $45.0 million equity co-investment alongside certain affiliates in joint venture equitya portfolio companies totaling $10.8 million.company that specializes in providing financing to plaintiff law firms engaged in mass tort and other civil litigation. We had 11two loans repaid at par totaling $37.8$10.1 million and received $66.4$7.3 million of portfolio company principal payments and sales proceeds, recognizing a net realized loss on these transactions of $2.8$0.2 million. In addition, we sold $44.9 million of middle-market portfolio company debt investments to one of our joint ventures and realized a loss on these transactions of $2.4 million. Lastly,Finally, we received $8.6$3.8 million of return of capital from one of our joint ventures.
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During the ninethree months ended September 30, 2021,March 31, 2022, we made 6421 new investments totaling $486.7$127.8 million, made investments in existing portfolio companies totaling $35.2$15.9 million and made newadditional investments in joint venture equity investmentsportfolio companies totaling $52.0 million and made a $44.4 million equity co-investment alongside certain affiliates in a portfolio company focused on directly originated, senior-secured asset-based loans to middle-market companies.$8.7 million. We had five loans repaid at par totaling $12.5 million, received $5.7$2.0 million of portfolio company principal payments and sold $29.9$0.2 million of loans. In addition, we sold $103.4 million of middle-market portfolio company debt investments to one of our joint ventures, realizingloans, recognizing a net realized gain on these transactions of $0.8$0.2 million.
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Total portfolio investment activity for the ninethree months ended September 30,March 31, 2023 and 2022 and 2021 was as follows:
Nine Months Ended
September 30, 2022:
($ in thousands)
Senior Debt
and 1st Lien
Notes
Subordinated Debt and 2nd Lien Notes
Structured ProductsEquity
Shares		Equity
Warrants		Investments in Joint VenturesTotal
Three Months Ended
March 31, 2023:
($ in thousands)
Three Months Ended
March 31, 2023:
($ in thousands)
Senior Debt
and 1st Lien
Notes
Subordinated Debt and 2nd Lien Notes
Structured ProductsEquity
Shares		Equity
Warrants		Investments in Joint VenturesTotal
Fair value, beginning of periodFair value, beginning of period$620,928 $92,297 $30,900 $59,601 $163 $61,253 $865,142 Fair value, beginning of period$920,219 $123,244 $28,321 $113,666 $476 $47,479 $1,233,405 
New investmentsNew investments357,690 36,774 4,520 31,648 2 10,832 441,466 New investments54,252 683 — 46,519 — — 101,454 
Proceeds from sales of investments(92,496)(2,958)(2,792)— — (8,598)(106,844)
Proceeds from sales of investments / return of capitalProceeds from sales of investments / return of capital— — — — — (3,763)(3,763)
Loan origination fees receivedLoan origination fees received(7,086)(698)— — — (7,784)Loan origination fees received(1,495)(20)— — — — (1,515)
Principal repayments receivedPrincipal repayments received(48,630)(449)(1,771)— — — (50,850)Principal repayments received(16,187)(449)(833)— — — (17,469)
Payment-in-kind interest2,000 931 100 — — 3,031 
Payment-in-kind interest/dividendsPayment-in-kind interest/dividends1,038 826 — — — — 1,864 
Accretion of loan premium/discountAccretion of loan premium/discount1,051 131 10 — — — 1,192 Accretion of loan premium/discount282 49 3 — — — 334 
Accretion of deferred loan origination revenueAccretion of deferred loan origination revenue2,983 154 — — — — 3,137 Accretion of deferred loan origination revenue1,059 70 — — — — 1,129 
Realized loss(5,196)7 — — — — (5,189)
Realized gain (loss)Realized gain (loss)(224)— — — — — (224)
Unrealized appreciation (depreciation)Unrealized appreciation (depreciation)(34,109)(5,390)(3,991)14,850 (137)(8,573)(37,350)Unrealized appreciation (depreciation)3,204 1,681 196 5,119 15 (523)9,692 
Fair value, end of periodFair value, end of period$797,135 $120,799 $26,876 $106,199 $28 $54,914 $1,105,951 Fair value, end of period$962,148 $126,084 $27,687 $165,304 $491 $43,193 $1,324,907 
Nine Months Ended
September 30, 2021:
($ in thousands)
Senior Debt
and 1st Lien
Notes
Subordinated Debt and 2nd Lien Notes
Structured ProductsEquity
Shares		Equity
Warrants		Investments in Joint VenturesShort-term
Investments		Total
Three Months Ended
March 31, 2022:
($ in thousands)
Three Months Ended
March 31, 2022:
($ in thousands)
Senior Debt
and 1st Lien
Notes
Subordinated Debt and 2nd Lien Notes
Structured ProductsEquity
Shares		Equity
Warrants		Investments in Joint VenturesTotal
Fair value, beginning of periodFair value, beginning of period$164,239 $9,022 $10,383 $207 $112 $— $31,100 $215,063 Fair value, beginning of period$620,928 $92,297 $30,900 $59,601 $163 $61,253 $865,142 
New investmentsNew investments446,815 66,106 2,700 50,679 — 52,002 187,907 806,209 New investments130,953 5,811 — 6,990 — 8,731 152,485 
Proceeds from sales of investmentsProceeds from sales of investments(129,378)(3,889)— — — — (154,006)(287,273)Proceeds from sales of investments(276)— — — — — (276)
Loan origination fees receivedLoan origination fees received(10,799)(1,516)— — — — — (12,315)Loan origination fees received(2,711)18 — — — — (2,693)
Principal repayments receivedPrincipal repayments received(10,679)(5,742)(1,812)— — — — (18,233)Principal repayments received(1,532)— (478)— — — (2,010)
Payment-in-kind interest1,507 — — — — — 1,507 
Payment-in-kind interest/dividendsPayment-in-kind interest/dividends668 210 — — — — 878 
Accretion of loan premium/ discountAccretion of loan premium/ discount1,184 149 — — — — — 1,333 Accretion of loan premium/ discount219 36 3 — — — 258 
Accretion of deferred loan origination revenueAccretion of deferred loan origination revenue1,025 40 — — — — — 1,065 Accretion of deferred loan origination revenue675 35 — — — — 710 
Realized gain (loss)Realized gain (loss)869 (4)— — — — (1)864 Realized gain (loss)229 — — — — — 229 
Unrealized appreciation (depreciation)Unrealized appreciation (depreciation)(1,274)963 574 619 73 152 — 1,107 Unrealized appreciation (depreciation)(4,262)(1,138)(970)12,606 (107)(3,687)2,442 
Fair value, end of periodFair value, end of period$463,509 $65,129 $11,845 $51,505 $185 $52,154 $65,000 $709,327 Fair value, end of period$744,891 $97,269 $29,455 $79,197 $56 $66,297 $1,017,165 
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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 September 30, 2022March 31, 2023, we had two portfolio companies with investments on non-accrual, the fair value of which was $9.9 million, which comprised 0.7% of the total fair value our portfolio, and the cost of which was $19.3 million, which comprised of 1.4% of the total cost of our portfolio. As of December 31, 2021,2022, we had noone portfolio company with investments on non-accrual, assets.the fair value of which was $6.5 million, which comprised 0.5% of the total fair value of our portfolio, and the cost of which was $17.4 million, which comprised 1.4% of the total cost of our portfolio.
A summary of our non-accrual assets as of March 31, 2023 is provided below.
Core Scientific, Inc.
77During the quarter ended December 31, 2022, we placed our debt investment in Core Scientific, Inc., or Core Scientific, on non-accrual status effective with the monthly payment due October 31, 2022. As a result, under U.S. GAAP, we will not recognize interest income on our debt investment in Core Scientific for financial reporting purposes. As of March 31, 2023, the cost of our debt investment in Core Scientific was $17.4 million and the fair value of such investment was $8.8 million.
Serta Simmons Bedding LLC
During the quarter ended March 31, 2023, we placed our debt investment in Serta Simmons Bedding LLC, or Serta Simmons on non-accrual status effective with the quarterly payment due on March 31, 2023. As a result, under U.S. GAAP, we will not recognize interest income on our debt investment in Serta Simmons for financial reporting purposes. As of March 31, 2023, the cost of our debt investment in Serta Simmons was $1.9 million and the fair value of such investment was $1.1 million.

Results of Operations
Three and nineComparison of the three months ended September 30,March 31, 2023 and 2022 and 2021
Operating results for the three and nine months ended September 30,March 31, 2023 and 2022 and 2021 were as follows:
Three Months EndedThree Months EndedNine Months EndedNine Months EndedThree Months EndedThree Months Ended
($ in thousands)($ in thousands)September 30,
2022		September 30,
2021		September 30,
2022		September 30,
2021		($ in thousands)March 31,
2023		March 31,
2022
Total investment incomeTotal investment income$26,431 $11,717 $68,827 $25,228 Total investment income$34,239 $19,320 
Total operating expensesTotal operating expenses11,095 4,464 25,219 10,654 Total operating expenses15,344 7,304 
Net investment income before taxesNet investment income before taxes15,336 7,253 43,608 14,574 Net investment income before taxes18,895 12,016 
Income taxes, including excise tax expenseIncome taxes, including excise tax expense(62)— (62)8 Income taxes, including excise tax expense24 — 
Net investment income after taxesNet investment income after taxes15,398 7,253 43,670 14,566 Net investment income after taxes18,871 12,016 
Net realized gains (losses)Net realized gains (losses)2,261 (1,832)4,713 (364)Net realized gains (losses)(9,932)2,917 
Net unrealized appreciation (depreciation)Net unrealized appreciation (depreciation)(2,516)2,614 (13,093)6,557 Net unrealized appreciation (depreciation)16,554 2,331 
Net realized gains (losses) and unrealized appreciation (depreciation) on investments and foreign currency borrowingsNet realized gains (losses) and unrealized appreciation (depreciation) on investments and foreign currency borrowings(255)782 (8,380)6,193 Net realized gains (losses) and unrealized appreciation (depreciation) on investments and foreign currency borrowings6,622 5,248 
Loss on extinguishment of debtLoss on extinguishment of debt— — (181)— Loss on extinguishment of debt— (181)
Net increase in net assets resulting from operationsNet increase in net assets resulting from operations$15,143 $8,035 $35,109 $20,759 Net increase in net assets resulting from operations$25,493 $17,083 
Net increases (decreases) in net assets resulting from operations can vary substantially from period to period due to various factors, including recognition of realized gains and losses and unrealized appreciation and depreciation. As a result, comparisons of net changes in net assets resulting from operations may not be meaningful.
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Investment Income
Three Months EndedThree Months EndedNine Months EndedNine Months EndedThree Months EndedThree Months Ended
($ in thousands)($ in thousands)September 30,
2022		September 30,
2021		September 30,
2022		September 30,
2021		($ in thousands)March 31,
2023		March 31,
2022
Investment income:Investment income:Investment income:
Interest incomeInterest income$20,138 $8,378 $51,266 $19,902 Interest income$27,320 $13,379 
Dividend incomeDividend income3,398 1,935 10,061 2,302 Dividend income3,479 3,790 
Fee and other incomeFee and other income1,820 859 4,565 1,625 Fee and other income1,686 1,016 
Payment-in-kind interest incomePayment-in-kind interest income1,071 545 2,931 1,399 Payment-in-kind interest income1,743 1,135 
Interest income from cashInterest income from cash4 — 4 — Interest income from cash11 — 
Total investment incomeTotal investment income$26,431 $11,717 $68,827 $25,228 Total investment income$34,239 $19,320 
The change in total investment income for the three and nine months ended September 30, 2022,March 31, 2023, as compared to the three and nine months ended September 30, 2021,March 31, 2022, was primarily due to an increase in the average size of our portfolio, an increase in the weighted average yield on the portfolio from higher base rates, increased dividends froman increase in the average size of our 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 weighted average yield on the principal amount of our outstanding debt investments, other than non-accrual debt investments, was 10.3% as of March 31, 2023, as compared to 7.0% as of March 31, 2022. The amount of our outstanding debt investments was $1,167.3 million as of March 31, 2023, as compared to $889.9 million as of March 31, 2022. The increase in the average size of our portfolio was largely due to increased middle-market investment and special situation investment opportunities. The amount of our outstanding debt investments was $974.0 million as of September 30, 2022, as compared to $546.9 million as of September 30, 2021. The weighted average yield on the principal amount of our outstanding debt investments was 8.6% as of September 30, 2022, as compared to 7.0% as of September 30, 2021. For the three and nine months ended September 30, 2022,March 31, 2023, dividends from portfolio companies and joint venture investments were $3.4$3.5 million, and $10.1 million, respectively, compared to $1.9 million and $2.3$3.8 million for the three and nine months ended September 30, 2021, respectively.March 31, 2022. For the three and nine months ended September 30, 2022,March 31, 2023, acceleration of unamortized OID income and unamortized loan origination fee totaled $0.6$0.3 million, and $1.4 million, respectively, as compared to $0.1nil for the three months ended March 31, 2022. For the three months ended March 31, 2023, PIK interest income was $1.7 million, and 0.4as compared to $1.1 million for the three and nine months ended September 30, 2021, respectively. For the three and nine months ended September 30, 2022, PIK interest income was $1.1 million and $2.9 million, respectively, as compared to $0.5 million and $1.4 million for the three and nine months ended September 30, 2021.March 31, 2022.
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Operating ExpensesBase Management Fee
Three Months EndedThree Months EndedNine Months EndedNine Months Ended
($ in thousands)September 30,
2022		September 30,
2021		September 30,
2022		September 30,
2021
Operating expenses:
Interest and other financing fees$7,630 $2,415 $16,435 $5,159 
Base management fee428 208 1,192 434 
Incentive fee2,154 1,148 4,889 2,967 
Offering costs— 1 — 136 
Professional fees239 262 721 764 
Directors fees60 75 195 180 
Custody and administrative fees177 105 528 279 
Other general and administrative expenses407 250 1,259 735 
Total operating expenses$11,095 $4,464 $25,219 $10,654 
InterestThe 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 Other Financing Fees
Interestcash 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 financingsimilar cash equivalent investments maturing within one year of purchase.
For the three months ended March 31, 2023 and 2022, the Base Management Fee determined in accordance with the terms of the Advisory Agreement was approximately $0.5 million and $0.4 million, respectively. As of March 31, 2023, the Base Management Fee of $0.5 million for the three months ended March 31, 2023 was unpaid and included in “Base management fees payable” in the accompanying Unaudited Consolidated Balance Sheet. As of December 31, 2022, the Base Management Fee of $0.4 million for the three months ended December 31, 2022 was unpaid and included in “Base management fees payable” in the accompanying Consolidated Balance Sheet.
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.
52
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 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.
53
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.
• “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
54
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 months ended March 31, 2023 and 2022, the Income-Based Fee determined in accordance with the terms of the Advisory Agreement was $2.7 million and $1.8 million, respectively. As of March 31, 2023, the Income-Based Fee of $2.7 million for the three months ended March 31, 2023 was unpaid and included in “Incentive management fees payable” in the accompanying Unaudited Consolidated Balance Sheet. As of December 31, 2022, the Incentive-Based Fee of $0.8 million for the three months ended December 31, 2022 was unpaid and included in “Incentive management fees payable” in the accompanying Consolidated Balance Sheet.
For the three months ended March 31, 2023, the Company did not accrue any Capital Gains Fee. For the three months ended March 31, 2022, the Company accrued $0.5 million of Capital Gains Fee.
The Advisory Agreement had an initial term of two years. Thereafter, it continues 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 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).
55
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 registration statements and amendments thereto, prospectus supplements, 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 both the three months ended March 31, 2023 and 2022, the Company incurred and was invoiced by the Administrator expenses of approximately $0.3 million. As of March 31, 2023, the administrative expenses of $0.3 million incurred during the three and nine months ended September 30,March 31, 2023 were unpaid and included in “Administrative fees payable” in the accompanying Unaudited Consolidated Balance Sheet. As of December 31, 2022, the administrative expenses of $0.3 million incurred during the three months ended December 31, 2022 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 continues 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 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.
56
Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
3. INVESTMENTS
Portfolio Composition
The Company predominately attributable to borrowingsinvests 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 products, bonds and other fixed income securities. Structured products include collateralized loan obligations and asset-backed securities. The Adviser’s existing SEC co-investment exemptive relief under the February 2027 Notes1940 Act permits the Company and the ING Credit Facility (eachAdviser’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 defined belowa percentage of total investments and net assets, are shown in the following tables:
($ in thousands)CostPercentage of
Total Portfolio		Fair ValuePercentage of
Total Portfolio		Percentage of
Total
Net Assets
March 31, 2023:
Senior debt and 1st lien notes
$989,709 74 %$962,148 73 %156 %
Subordinated debt and 2nd lien notes
129,128 10 126,084 10 20 
Structured products31,186 2 27,687 2 4 
Equity shares141,111 10 165,304 12 27 
Equity warrants70 — 491 — — 
Investments in joint ventures52,208 4 43,193 3 7 
$1,343,412 100 %$1,324,907 100 %214 %
($ in thousands)CostPercentage of
Total Portfolio		Fair ValuePercentage of
Total Portfolio		Percentage of
Total
Net Assets
December 31, 2022:
Senior debt and 1st lien notes
$950,985 75 %$920,219 75 %153 %
Subordinated debt and 2nd lien notes
127,970 10 123,244 10 20 
Structured products32,015 3 28,321 2 5 
Equity shares94,592 8 113,666 9 19 
Equity warrants70 — 476 — — 
Investments in joint ventures55,971 4 47,479 4 8 
$1,261,603 100 %$1,233,405 100 %205 %
During the three months ended March 31, 2023, the Company made 10 new investments totaling $36.7 million, made investments in existing portfolio companies totaling $19.8 million and made a $45.0 million equity co-investment alongside certain affiliates in a portfolio company that specializes in providing financing to plaintiff law firms engaged in mass tort and other civil litigation.
During the three months ended March 31, 2022, the Company made 21 new investments totaling $127.8 million, made investments in existing portfolio companies totaling $15.9 million and made additional investments in joint venture equity portfolio companies totaling $8.7 million.
57
Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Industry Composition
The industry composition of investments at fair value at March 31, 2023 and December 31, 2022 was as follows:
($ in thousands)March 31, 2023December 31, 2022
Aerospace and Defense$83,183 6.3 %$69,976 5.7 %
Automotive17,203 1.3 16,920 1.4 
Banking, Finance, Insurance and Real Estate206,517 15.6 164,399 13.3 
Beverage, Food and Tobacco37,680 2.8 37,156 3.0 
Capital Equipment52,126 3.9 42,407 3.4 
Chemicals, Plastics, and Rubber27,910 2.1 28,445 2.3 
Construction and Building10,189 0.8 10,146 0.8 
Consumer Goods: Durable22,198 1.7 22,888 1.9 
Consumer Goods: Non-durable9,132 0.7 9,078 0.7 
Containers, Packaging and Glass21,265 1.6 23,430 1.9 
Energy: Oil and Gas2,597 0.2 2,742 0.2 
Environmental Industries29,489 2.2 29,343 2.4 
Healthcare and Pharmaceuticals111,201 8.4 105,574 8.6 
High Tech Industries137,597 10.4 129,594 10.5 
Hotel, Gaming and Leisure18,449 1.4 18,221 1.5 
Investment Funds and Vehicles43,193 3.3 47,479 3.8 
Media: Advertising, Printing and Publishing33,391 2.5 33,725 2.7 
Media: Broadcasting and Subscription13,068 1.0 13,068 1.1 
Media: Diversified and Production26,594 2.0 25,862 2.1 
Metals and Mining9,931 0.8 9,923 0.8 
Services: Business217,797 16.4 204,822 16.6 
Services: Consumer62,307 4.7 62,441 5.1 
Structured Products32,557 2.5 33,387 2.7 
Telecommunications16,454 1.2 15,795 1.3 
Transportation: Cargo70,142 5.3 63,654 5.2 
Transportation: Consumer5,535 0.4 5,442 0.4 
Utilities: Electric7,202 0.5 7,488 0.6 
Total$1,324,907 100.0 %$1,233,405 100.0 %
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 months ended March 31, 2023, the Company held a 10.0% partnership interest in Banff. As of March 31, 2023, the cost and fair value of the Company’s investment in Banff was $14.6 million and $15.1 million, respectively. As of December 31, 2022, the cost and fair value of the Company's investment in Banff was $14.6 million and $14.7 million, respectively.
58
Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
The total value of Banff’s investment portfolio was $160.7 million as of March 31, 2023, as compared to $159.5 million as of December 31, 2022. As of March 31, 2023, Banff’s investments had an aggregate cost of $167.7 million, as compared to $167.8 million as of December 31, 2022. As of March 31, 2023 and December 31, 2022, the Banff investment portfolio consisted of the following investments:
($ in thousands)CostPercentage of
Total Portfolio		Fair ValuePercentage of
Total Portfolio
March 31, 2023:
Senior debt and 1st lien notes
$163,832 98 %$156,860 98 %
Subordinated debt and 2nd lien notes
3,908 2 3,880 2 
$167,740 100 %$160,740 100 %
December 31, 2022:
Senior debt and 1st lien notes$163,928 98 %$155,695 98 %
Subordinated debt and 2nd lien notes3,905 2 %3,828 2 %
$167,833 100 %$159,523 100 %
As of March 31, 2023 and December 31, 2022, the weighted average yield on the principal amount of Banff’s outstanding debt investments was approximately 9.5% and 8.9%, respectively.
The industry composition of Banff’s investments at fair value at March 31, 2023 and December 31, 2022, was as follows:
($ in thousands)March 31, 2023December 31, 2022
Aerospace and Defense$14,883 9.3 %$14,758 9.3 %
Banking, Finance, Insurance and Real Estate22,404 13.9 21,747 13.6 
Beverage, Food and Tobacco5,877 3.6 5,718 3.6 
Chemicals, Plastics, and Rubber1,269 0.8 1,269 0.8 
Construction and Building1,487 0.9 1,490 0.9 
Consumer Goods: Durable1,741 1.1 1,886 1.2 
Consumer Goods: Non-durable6,034 3.7 5,958 3.7 
Containers, Packaging and Glass6,290 3.9 6,450 4.0 
Healthcare and Pharmaceuticals16,973 10.6 17,003 10.7 
High Tech Industries17,155 10.7 17,086 10.7 
Media: Diversified and Production2,275 1.4 2,234 1.4 
Services: Business39,502 24.6 39,363 24.7 
Services: Consumer12,467 7.8 12,272 7.7 
Telecommunications3,130 1.9 3,038 1.9 
Transportation: Cargo9,253 5.8 9,251 5.8 
Total$160,740 100 %$159,523 100 %
59
Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
The geographic composition of Banff’s investments at fair value at March 31, 2023 and December 31, 2022, was as follows:
($ in thousands)March 31, 2023December 31, 2022
Australia$4,301 2.7 %$4,357 2.7 %
Belgium5,877 3.6 5,718 3.6 
Canada2,355 1.5 2,466 1.5 
France35,019 21.8 34,467 21.6 
Germany7,142 4.4 6,980 4.4 
Hong Kong6,847 4.3 6,830 4.3 
Netherlands8,524 5.3 8,619 5.4 
New Zealand2,449 1.5 2,469 1.5 
Singapore3,969 2.5 3,964 2.5 
United Kingdom29,577 18.4 28,634 18.0 
USA54,680 34.0 55,019 34.5 
Total$160,740 100.0 %$159,523 100 %
Banff’s credit facility with Wells Fargo Bank, N.A., which is non-recourse to the Company, initially closed on August 26, 2022 and had approximately $19.0 million outstanding as of both March 31, 2023 and December 31, 2022.
The Company may sell portions of its investments via assignment to Banff. Since inception, as of both March 31, 2023 and December 31, 2022, the Company had sold $187.9 million of its investments to Banff. As of both March 31, 2023 and December 31, 2022, the Company had nil in unsettled receivables due from Banff that were included in “Receivable from unsettled transactions” in the accompanying Unaudited 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 “Financial Condition, LiquidityASC 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 Capital Resources”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, 2023. As of March 31, 2023, aggregate commitments to Thompson Rivers by the Company and an increasethe other members under the current operating agreement total $450.0 million, all of which has been funded.
For the three months ended March 31, 2023 and 2022, Thompson Rivers declared $57.0 million and $20.0 million in dividends, respectively, of which nil and $1.4 million, respectively, was recognized as dividend income in the Company’s Unaudited Consolidated Statements of Operations. In addition, for the three months ended March 31, 2023, the Company recognized $3.8 million of the dividends as a return of capital.
60
Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
As of March 31, 2023, Thompson Rivers had $664.1 million in Ginnie Mae early buyout loans and $29.8 million in cash. As of December 31, 2022, Thompson Rivers had $890.9 million in Ginnie Mae early buyout loans and $65.1 million in cash. As of March 31, 2023, Thompson Rivers had 4,028 outstanding loans with an average unpaid balance of $0.2 million and weighted average coupon of 4.0%. As of December 31, 2022, Thompson Rivers had 5,414 outstanding loans with an average unpaid balance of $0.2 million and weighted average coupon of 4.0%.
As of March 31, 2023 and December 31, 2022, the Thompson Rivers investment portfolio consisted of the following investments:
($ in thousands)CostPercentage of
Total Portfolio		Fair ValuePercentage of
Total Portfolio
March 31, 2023:
Federal Housing Administration (“FHA”) loans$634,664 91 %$605,542 91 %
Veterans Affairs (“VA”) loans61,344 9 58,569 9 
$696,008 100 %$664,111 100 %
December 31, 2022:
Federal Housing Administration (“FHA”) loans$864,625 91 $811,358 91 
Veterans Affairs (“VA”) loans84,654 9 79,553 9 
$949,279 100 %$890,911 100 %
Thompson Rivers’ repurchase agreement with JPMorgan Chase Bank, which is non-recourse to the Company, had approximately $171.3 million and $224.2 million outstanding as of March 31, 2023 and December 31, 2022, respectively. Thompson Rivers’ repurchase agreement with Bank of America N.A., which is non-recourse to the Company, had approximately $311.6 million and $428.0 million outstanding as of March 31, 2023 and December 31, 2022, respectively. Thompson Rivers’ repurchase agreement with Barclays Bank, which is non-recourse to the Company, had approximately $104.4 million and $184.2 million outstanding as of March 31, 2023 and December 31, 2022, respectively.
The Company has determined that Thompson Rivers is an investment company under ASC Topic 946, Financial Services - Investment Companies, however, in accordance with such guidance, the Company will generally not consolidate its investment in a company other than a substantially wholly owned investment company subsidiary, which is an extension of the operations of the Company, or a controlled operating company whose business consists of providing services to the Company. The Company does not consolidate its interest in Thompson Rivers as it is not a substantially wholly owned investment company subsidiary. In addition, Thompson Rivers is not an operating company and the Company does not control Thompson Rivers due to the allocation of voting rights among Thompson Rivers members.
61
Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
As of March 31, 2023 and December 31, 2022, Thompson Rivers had the following contributed capital and unfunded commitments from its members:
($ in thousands)
As of
 March 31, 2023
As of December 31, 2022
Total contributed capital by Barings Capital Investment Corporation (1)$32,318 $32,318 
Total contributed capital by all members (2)$482,083 $482,083 
Total unfunded commitments by Barings Capital Investment Corporation$— $— 
Total unfunded commitments by all members$— $— 
(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.
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 March 31, 2023. As of March 31, 2023, 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 months ended March 31, 2023 and 2022, Waccamaw River declared $3.6 million and $1.5 million in dividends, respectively, of which $0.7 million and $0.3 million, respectively, was recognized as dividend income in the Company’s Unaudited Consolidated Statements of Operations.
As of March 31, 2023, Waccamaw River had $220.2 million in unsecured consumer loans and $9.7 million in cash. As of December 31, 2022, Waccamaw River had $200.5 million in unsecured consumer loans and $8.0 million in cash. As of March 31, 2023, Waccamaw River had 20,755 outstanding loans with an average loan size of $11,329, remaining average life to maturity of 43.3 months and weighted average interest rate of 12.3%. As of December 31, 2022, Waccamaw River had 18,335 outstanding loans with an average loan size of $11,542, remaining average life to maturity of 44.0 months and weighted average interest rate of 12.0%.
Waccamaw River’s secured loan borrowing with JPMorgan Chase Bank, N.A., which is non-recourse to the Company, had approximately $76.5 million and $72.3 million outstanding as of March 31, 2023 and December 31, 2022, respectively. Waccamaw River’s secured loan borrowing with Barclays Bank PLC, which is non-recourse to the Company, had approximately $71.3 million and $44.8 million outstanding as of March 31, 2023 and December 31, 2022, respectively.
The Company has determined that Waccamaw River is an investment company under ASC Topic 946, Financial Services - Investment Companies, however, in accordance with such guidance, the Company will generally not consolidate its investment in a company other than a substantially wholly owned investment company subsidiary, which is an extension of the operations of the Company, or a controlled operating company whose business consists of providing services to the Company. The Company does not consolidate its interest in Waccamaw River as it is not a substantially wholly owned investment company subsidiary. In addition, Waccamaw River is not an operating company and the Company does not control Waccamaw River due to the allocation of voting rights among Waccamaw River members.
62
Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
As of March 31, 2023 and December 31, 2022, Waccamaw River had the following contributed capital and unfunded commitments from its members:
($ in thousands)
As of
March 31, 2023
As of December 31, 2022
Total contributed capital by Barings Capital Investment Corporation$24,250 $24,250 
Total contributed capital by all members (1)$126,620 $126,620 
Total return of capital (recallable) by Barings Capital Investment Corporation$(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 $2,480 
Total unfunded commitments by all members (3)$12,400 $12,400 
(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.
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. On August 12, 2022, the Company increased the unfunded revolver to $11.2 million. As of March 31, 2023 and December 31, 2022, $2.2 million and $2.6 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 equity investment in Eclipse in accordance with ASC 946-320, presented as a single investment measured at fair value.
Rocade Holdings LLC
On February 1, 2023, the Company made an equity investment in Rocade Holdings LLC (“Rocade”) of $45.0 million, alongside other related party affiliates. Rocade conducts its business through Rocade LLC and operates as Rocade Capital. Rocade is one of the country’s leading litigation finance platforms that specializes in providing financing to plaintiff law firms engaged in mass tort and other civil litigation. Rocade typically provides loans to law firms that are secured by the borrowing firm’s interests in award settlements, including contingency fees expected to be earned from successful litigation. The loans generally bear floating rate PIK interest with an overall expected annualized return between 10% and 25% and collect debt service upon receipt of settlement awards and/or contingency fees. The addition of Rocade to the portfolio allows the Company to participate in an uncorrelated asset class that offer differentiated income returns as compared to directly originated loans. Rocade is led by a seasoned team of litigation finance experts.
The Company has determined that Rocade 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 Rocade because it does not provide services to the Company. Instead the Company accounts for its equity investment in Rocade in accordance with ASC 946-320, presented as a single investment measured at fair value.
63
Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Valuation of Investments
The Adviser conducts the valuation of the Company’s investments, upon which the Company’s 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 were 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. 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 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.
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 Adviser determines the fair value of the Company’s investments in good faith primarily using Level 3 inputs. In certain cases, quoted prices or other observable inputs exist, and if so, the Adviser 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.
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 Board must determine fair value in good faith for any or all Company investments for which market quotations are not readily available. The Board has designated the Adviser as valuation designee to perform the fair value determinations relating to the value of the assets held by the Company for which market quotations are not readily available. 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
64
Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
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 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.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 independent providers 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 the valuation (for example, changes in interest rates or the credit quality of the borrower). At the quarter end following that of the initial acquisition, such loans and equity investments are generally sent to a valuation provider which will determine the fair value of each investment. The independent valuation providers apply 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. 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. If the Adviser’s pricing committee disagrees with the price range provided, it may make a fair value recommendation to the Adviser that is outside of the range provided by the independent valuation provider 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 an 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.
Valuation Inputs
The Adviser’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 Adviser’s market assumptions. The Adviser’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 Adviser will utilize alternative approaches such as broker quotes or manual prices. The Adviser 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 Adviser 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.
65
Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Level 3 Unobservable Inputs
The following tables summarize the significant unobservable inputs the Adviser used in the valuation of the Company’s Level 3 debt and equity securities as of March 31, 2023 and December 31, 2022. The weighted average range of unobservable inputs is based on fair value of investments.
March 31, 2023
($ in thousands)(4)
Fair ValueValuation
Model		Level 3
Input		Range of
Inputs		Weighted
Average		Impact to Valuation from an Increase in Input
Senior debt and 1st lien notes(1)
$831,511 Yield AnalysisMarket Yield7.6% – 21.5%11.0%Decrease
8,645 Discounted Cash Flow AnalysisDiscount Rate12.6%12.6%Decrease
60,823 Recent TransactionTransaction Price96.0% – 98.6%96.9%Increase
Subordinated debt and 2nd lien notes(2)
90,475 Yield AnalysisMarket Yield9.0% – 16.9%12.7%Decrease
4,402 Market ApproachAdjusted EBITDA Multiple11.0x11.0xIncrease
663 Recent TransactionTransaction Price97.0%97.0%Increase
Equity shares(3)
7,197 Yield AnalysisMarket Yield15.4% – 16.7%16.1%Decrease
105,736 Market ApproachAdjusted EBITDA Multiple6.5x – 40.0x12.1xIncrease
1,221 Market ApproachRevenue Multiple6.3x – 9.5x6.7xIncrease
1,294 Net Asset ApproachLiabilities$(20,598.4)$(20,598.4)Decrease
45,667 Recent TransactionTransaction Price$0.01 – $1,408.64$994.84Increase
Equity Warrants491 Market ApproachAdjusted EBITDA Multiple7.0x – 16.5x7.6xIncrease
(1) Excludes investments with an aggregate fair value amounting to $15,096, which the Adviser 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 $4,721, which the Adviser 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 $2,597, which the Adviser valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs were not readily available.
(4) For structured products, investments with an aggregate fair value amounting to $15,550, were valued by the Adviser using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs were not readily available.
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Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
December 31, 2022
($ in thousands)
Fair ValueValuation
Model		Level 3
Input		Range of
Inputs		Weighted
Average		Impact to Valuation from an Increase in Input
Senior debt and 1st lien notes(1)
$727,410 Yield AnalysisMarket Yield7.7% – 30.6%11.0%Decrease
8,768 Discounted Cash Flow AnalysisDiscount Rate13.0%13.0%Decrease
129,646 Recent TransactionTransaction Price96.7% – 100.0%97.5%Increase
Subordinated debt and 2nd lien notes(2)
88,432 Yield AnalysisMarket Yield9.3% – 16.6%12.8%Decrease
4,851 Market ApproachAdjusted EBITDA Multiple9.0x9.0xIncrease
342 Recent TransactionTransaction Price97.3%97.3%Increase
Structured products(3)
7,584 Discounted Cash Flow AnalysisDiscount Rate10.4%10.4%Decrease
Equity shares(4)
9,462 Yield AnalysisMarket Yield15.7% – 17.8%16.6%Decrease
94,314 Market ApproachAdjusted EBITDA Multiple6.5x – 43.0x10.5xIncrease
1,152 Market ApproachRevenue Multiple6.5x – 7.0x6.8xIncrease
220 Market ApproachAdjusted EBITDA /Revenue Multiple Blend5.8x5.8xIncrease
1,288 Net Asset ApproachLiabilities$(8,941.8)$(8,941.8)Decrease
3,700 Recent TransactionTransaction Price$0.00 – $1,015.13$620.80Increase
Equity Warrants476 Market ApproachAdjusted EBITDA Multiple6.5x – 17.5x7.4xIncrease
(1) Excludes investments with an aggregate fair value amounting to $6,369, which the Adviser 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 $4,180, which the Adviser 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 $6,626, which the Adviser valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs were not readily available.
(4) Excludes investments with an aggregate fair value amounting to $2,742, which the Adviser valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs were not readily available.
67
Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
The following tables present the Company’s investment portfolio at fair value as of March 31, 2023 and December 31, 2022, categorized by the ASC Topic 820 valuation hierarchy, as previously described:
 Fair Value as of March 31, 2023
($ in thousands)Level 1Level 2Level 3Total
Senior debt and 1st lien notes
$— $46,073 $916,075 $962,148 
Subordinated debt and 2nd lien notes
— 25,823 100,261 126,084 
Structured products— 12,137 15,550 27,687 
Equity shares37 1,555 163,712 165,304 
Equity warrants— — 491 491 
Investments subject to leveling$37 $85,588 $1,196,089 $1,281,714 
Investments in joint ventures (1)43,193 
$1,324,907 
 Fair Value as of December 31, 2022
($ in thousands)Level 1Level 2Level 3Total
Senior debt and 1st lien notes
$— $48,026 $872,193 $920,219 
Subordinated debt and 2nd lien notes
— 25,439 97,805 123,244 
Structured products— 14,111 14,210 28,321 
Equity shares32 756 112,878 113,666 
Equity warrants— — 476 476 
Investments subject to leveling$32 $88,332 $1,097,562 $1,185,926 
Investment in joint ventures (1)$47,479 
$1,233,405 
(1)The Company’s investments in Banff, Thompson Rivers and Waccamaw River are measured at fair value using NAV and have not been categorized in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Unaudited Consolidated Balance Sheet and Consolidated Balance Sheet.
68
Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
The following tables reconcile the beginning and ending balances of the Company’s investment portfolio measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the three months ended March 31, 2023 and 2022:
Three Months Ended
March 31, 2023:
($ in thousands)
Senior Debt
and 1st Lien
Notes
Subordinated Debt and 2nd Lien Notes
Structured ProductsEquity SharesEquity WarrantsTotal
Fair value, beginning of period$872,193 $97,805 $14,210 $112,878 $476 $1,097,562 
New investments54,252 683 — 45,971 — 100,906 
Transfers into (out of) Level 3— — 1,767 — — 1,767 
Proceeds from sales of investments— — — — — — 
Loan origination fees received(1,495)(20)— — — (1,515)
Principal repayments received(13,531)(449)(806)— — (14,786)
Payment in kind interest/dividends583 826 — — — 1,409 
Accretion of loan premium/discount95 33 — — — 128 
Accretion of deferred loan origination revenue1,028 70 — — — 1,098 
Realized gain (loss)(224)— — — — (224)
Unrealized appreciation (depreciation)3,174 1,313 379 4,863 15 9,744 
Fair value, end of period$916,075 $100,261 $15,550 $163,712 $491 $1,196,089 
Three Months Ended
March 31, 2022:
($ in thousands)
Senior Debt
and 1st Lien
Notes
Subordinated Debt and 2nd Lien Notes
Structured ProductsEquity SharesTotal
Fair value, beginning of period$584,289 $76,826 $— $57,526 $718,641 
New investments126,891 5,811 — 3,472 136,174 
Transfers into (out of) Level 3(7,606)7,511 9,811 — 9,716 
Proceeds from sales of investments(237)— — — (237)
Loan origination fees received(2,711)18 — — (2,693)
Principal repayments received(1,499)— — — (1,499)
Payment in kind interest/dividends259 210 — — 469 
Accretion of loan premium/discount7 14 — — 21 
Accretion of deferred loan origination revenue642 34 — — 676 
Realized gain (loss)208 — — — 208 
Unrealized appreciation (depreciation)(3,243)(1,054)162 12,807 8,672 
Fair value, end of period$697,000 $89,370 $9,973 $73,805 $870,148 
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 Statements of Operations. Pre-tax net unrealized appreciation on Level 3 investments of $9.5 million during the three months ended March 31, 2023 was related to portfolio company investments that were still held by the Company as of March 31, 2023. Pre-tax net unrealized appreciation on Level 3 investments of $8.8 million during the three months ended March 31, 2022 was related to portfolio company investments that were still held by the Company as of March 31, 2022.
During the three months ended March 31, 2023, the Company made investments of approximately $91.6 million in portfolio companies to which it was not previously contractually committed to provide such financing. During the three months ended March 31, 2023, the Company made investments of $9.8 million in portfolio companies to which it was previously committed to provide such financing.
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Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
During the three months ended March 31, 2022, the Company made investments of approximately $134.9 million in portfolio companies to which it was not previously contractually committed to provide such financing. During the three months ended March 31, 2022, the Company made investments of $17.6 million in portfolio companies to which it was previously committed to provide such financing.
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, 2023, 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.
Cash and Foreign Currencies
Cash consists of deposits held at a custodian bank. Cash is carried at cost, which approximates fair value. The Company places its cash with financial institutions and, at times, cash may exceed insured limits under applicable law.
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, 2023 and December 31, 2022, the Company had two investments and one investment, respectively, that were on non-accrual. Dividend income on preferred equity securities is recorded on the accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity 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 payment-in kind (“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
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Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
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.
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 months ended March 31, 2023 and 2022 was as follows:
Three Months EndedThree Months Ended
($ in thousands)March 31, 2023March 31, 2022
Recurring Fee Income:
Amortization of loan origination fees$928 $688 
Management, valuation and other fees336 270 
Total Recurring Fee Income1,264 958 
Non-Recurring Fee Income:
Acceleration of unamortized loan origination fees201 22 
Advisory, loan amendment and other fees221 36 
Total Non-Recurring Fee Income422 58 
Total Fee Income$1,686 $1,016 
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.
Deferred Financing Fees
Costs incurred to issue debt are capitalized and are amortized over the term of the debt agreements using the effective interest method.
Segments
The Company lends to and invests in customers in various industries. The Company separately evaluates the performance of each of its lending and investment relationships. However, because each of these loan and investment relationships has similar business and economic characteristics, they have been aggregated into a single lending and investment segment. All applicable segment disclosures are included in or can be derived from the Company’s financial statements.
Concentration of Credit Risk
As of both March 31, 2023 and December 31, 2022, there were no individual investments representing greater than 10% of the fair value of the Company’s portfolio. As of March 31, 2023 and December 31, 2022, the Company’s largest single portfolio company investment, excluding short-term investments, represented approximately 5.7% and 5.8%, 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, 2023, all of the Company’s assets were or will be pledged as collateral for the ING Credit Facility. Interest
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Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Investments Denominated in Foreign Currency
As of March 31, 2023 the Company held 12 investments that were denominated in Australian dollars, two investments that were denominated in Canadian dollars, one investment that was denominated in Danish kroner, two investments that were denominated in New Zealand dollars, one investment that was denominated in Norwegian krone, 54 investments that were denominated in Euros, one investment that was denominated in Swiss francs and other financing fees24 investments that were denominated in British pounds sterling. As of December 31, 2022, the Company held 12 investments that were denominated in Australian dollars, two investments that were denominated in Canadian dollars, one investment that was denominated in Danish kroner, two investments that were denominated in New Zealand dollars, one investment that was denominated in Norwegian krone, 49 investments that were denominated in Euros, one investment that was denominated in Swiss francs and 24 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 Statements of Operations.
In addition, during both the ninethree months ended March 31, 2023 and March 31, 2022, 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 Statements 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). 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. For the three months ended March 31, 2023, the Company recorded a net expense of $23.5 thousand for U.S. federal excise 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 years 2020-2021), and has concluded that the provision for uncertain tax positions in the Company’s financial statements is appropriate.
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Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
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 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 March 31, 2023 and December 31, 2022 was approximately $1,330.9 million and $1,249.1 million, respectively. As of March 31, 2023, net unrealized appreciation on the Company’s investments (tax basis) was approximately $1.4 million, consisting of gross unrealized appreciation, where the fair value of the Company’s investments exceeds their tax cost, of approximately $59.5 million and gross unrealized depreciation, where the tax cost of the Company’s investments exceeds their fair value, of approximately $58.1 million. As of December 31, 2022, net unrealized depreciation on the Company’s investments (tax basis) was approximately $15.1 million, consisting of gross unrealized appreciation, where the fair value of the Company’s investments exceeds their tax cost, of approximately $56.1 million and gross unrealized depreciation, where the tax cost of the Company’s investments exceeds their fair value, of approximately $71.3 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 Statements 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 Statements 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 Sheets. As of March 31, 2023 and December 31, 2022, the Company recorded a net deferred tax liability of $0.5 million and $0.4 million, respectively, pertaining to tax basis differences in the Taxable Subsidiary’s investment in certain partnership interests.
5. BORROWINGS
The Company had the following borrowings outstanding as of March 31, 2023 and December 31, 2022:
Issuance Date
($ in thousands)		Maturity DateInterest Rate as of March 31, 2023March 31, 2023December 31, 2022
Credit Facility:
January 15, 2021April 30, 20266.706%$643,723 $581,436 
Total Credit Facility$643,723 $581,436 
Notes:
February 22, 2022February 22, 20274.750%$100,000 $100,000 
(Less: Deferred financing fees)$(267)$(284)
Total Notes$99,733 $99,716 
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 183.4% as of March 31, 2023.
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Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
September 30,2020 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, were attributableat 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 belowin 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 “Financial Condition, Liquidityregulations 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.
Borrowings under the September 2020 Subscription Facility were subject to the leverage restrictions applicable to the Company that are contained in the 1940 Act.
ING Capital Resources”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. 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
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Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
benchmark provisions. On October 13, 2022, the Company amended the ING Credit Facility to increase total commitments from lenders to $710.0 million from $625.0 million.
The Company can borrow foreign currencies directly under the ING Credit Facility. The weighted averageING 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 SOFR 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.
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 the Company’s portfolio comprises cash, cash equivalents, long-term U.S. government securities or first lien loans to portfolio companies, or (b) 167% or 200% at specified concentrations of such assets at amounts less than or equal to 70% of the total fair value of the Company’s portfolio, (iii) meeting a minimum liquidity test, (iv) meeting a minimum net worth test, and (v) maintaining the Company’s status as a RIC under the Code and as a BDC under the 1940 Act. 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 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 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 the Company. As of March 31, 2023, the Company was in compliance with all covenants of the ING Credit Facility.
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, 2023, the Company had U.S. dollar borrowings of $530.0 million under the ING Credit Facility with an interest rate of 7.009% (with Term SOFR borrowings subject to one month SOFR of 4.759%), borrowings denominated in British pounds sterling of £33.2 million ($41.1 million U.S. dollars) with an interest rate of 6.110% (one month SONIA of 3.960%), borrowings denominated in Euros of €63.5 million ($69.0 million U.S. dollars) with an interest rate of 4.775% (one month EURIBOR of 2.625%) and borrowings denominated in Australian Dollars of A$5.5 million ($3.7 million U.S. dollars) with an interest rate of 5.900% (one month AUD Screen Rate of 3.750%). 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 Statements of Operations.
As of December 31, 2022, the Company had U.S. dollar borrowings of $470.0 million under the ING Credit Facility with an interest rate of 6.571% (with Term SOFR borrowings subject to one month SOFR of 4.321%), borrowings denominated in British pounds sterling of £33.2 million ($39.9 million U.S. dollars) with an interest rate of 5.110% (one month SONIA of 2.960%), borrowings denominated in Euros of €63.5 million ($67.8 million U.S. dollars) with an interest rate of 3.772% (one month EURIBOR of 1.622%) and borrowings denominated in Australian Dollars of A$5.5 million ($3.7 million U.S. dollars) with an interest rate of 5.400% (one month AUD Screen Rate of 3.250%). 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 Consolidated Statements of Operations.
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Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
As of March 31, 2023, the fair value of the borrowings outstanding under the ING Credit Facility was 4.9%$643.7 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 was 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 0.75% per year, to the extent the February 2027 Notes 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 September 30,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 stockholders, 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, 2023, the Company was 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”). 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, 2023, the fair value of the February 2027 Notes was $87.3 million. The fair value determinations of the February 2027 Notes were based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.
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Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
6. DERIVATIVE INSTRUMENTS
The Company enters into forward currency contracts from time to time to primarily help mitigate the impact that an adverse change in foreign exchange rates would have on net interest income from the Company’s investments and related borrowings denominated in foreign currencies. Forward currency contracts are considered undesignated derivative instruments.
The following tables present the Company’s foreign currency forward contracts as of March 31, 2023 and December 31, 2022:
As of March 31, 2023
Description
($ in thousands)
Notional Amount to be PurchasedNotional Amount to be SoldMaturity DateGross Amount of Recognized Assets (Liabilities)Balance Sheet Location of Net Amounts
Foreign currency forward contract (AUD)$26,797A$39,83604/11/23$88 Derivative assets
Foreign currency forward contract (CAD)C$168$12304/11/231 Derivative assets
Foreign currency forward contract (CAD)$4,389C$5,96204/11/23(19)Derivative liabilities
Foreign currency forward contract (DKK)104kr.$1504/11/23— Derivative assets
Foreign currency forward contract (DKK)$5423,770kr.04/11/23(8)Derivative liabilities
Foreign currency forward contract (DKK)$1175kr.04/11/23— Derivative assets
Foreign currency forward contract (EUR)€2,000$2,14204/11/2333 Derivative assets
Foreign currency forward contract (EUR)$91,411€85,55204/11/23(1,632)Derivative liabilities
Foreign currency forward contract (GBP)£1,200$1,47004/11/2314 Derivative assets
Foreign currency forward contract (GBP)$19,375£16,01304/11/23(431)Derivative liabilities
Foreign currency forward contract (NZD)$5,747NZ$9,13904/11/2318 Derivative assets
Foreign currency forward contract (NZD)$115NZ$18404/11/23(1)Derivative liabilities
Foreign currency forward contract (NOK)kr410$3804/11/231 Derivative assets
Foreign currency forward contract (NOK)$1,970kr19,30104/11/23122 Derivative assets
Foreign currency forward contract (NOK)$74kr72504/11/234 Derivative assets
Foreign currency forward contract (CHF)900Fr.$97704/11/239 Derivative assets
Foreign currency forward contract (CHF)$1,9891,822Fr.04/11/23(8)Derivative liabilities
Total$(1,809)
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Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
As of December 31, 2022
Description
($ in thousands)
Notional Amount to be PurchasedNotional Amount to be SoldMaturity DateGross Amount of Recognized Assets (Liabilities)Balance Sheet Location of Net Amounts
Foreign currency forward contract (AUD)A$39,294$26,33701/09/23$408 Derivative assets
Foreign currency forward contract (AUD)A$2,000$1,37401/09/23(12)Derivative liabilities
Foreign currency forward contract (AUD)$26,835A$41,29401/09/23(1,272)Derivative liabilities
Foreign currency forward contract (AUD)$26,797A$39,83604/11/23(420)Derivative liabilities
Foreign currency forward contract (CAD)C$6,033$4,43501/09/2323 Derivative assets
Foreign currency forward contract (CAD)$4,428C$6,03301/09/23(29)Derivative liabilities
Foreign currency forward contract (CAD)$4,301C$5,84404/11/23(22)Derivative liabilities
Foreign currency forward contract (DKK)3,720kr.$53101/09/234 Derivative assets
Foreign currency forward contract (DKK)$4943,720kr.01/09/23(42)Derivative liabilities
Foreign currency forward contract (DKK)$5423,770kr.04/11/23(4)Derivative liabilities
Foreign currency forward contract (EUR)€83,782$88,96301/09/23711 Derivative assets
Foreign currency forward contract (EUR)$82,670€83,78201/09/23(7,005)Derivative liabilities
Foreign currency forward contract (EUR)$91,411€85,55204/11/23(734)Derivative liabilities
Foreign currency forward contract (GBP)£19,224$23,35201/09/23(132)Derivative liabilities
Foreign currency forward contract (GBP)$21,343£19,22401/09/23(1,878)Derivative liabilities
Foreign currency forward contract (GBP)$19,375£16,01304/11/23(9)Derivative liabilities
Foreign currency forward contract (NZD)NZ$9,080$5,70701/09/2353 Derivative assets
Foreign currency forward contract (NZD)NZ$3,000$1,93601/09/23(33)Derivative liabilities
Foreign currency forward contract (NZD)$6,701NZ$11,73801/09/23(745)Derivative liabilities
Foreign currency forward contract (NZD)$213NZ$34201/09/23(4)Derivative liabilities
Foreign currency forward contract (NZD)$5,747NZ$9,13904/11/23(54)Derivative liabilities
Foreign currency forward contract (NOK)kr19,278$1,96001/09/23— Derivative liabilities
Foreign currency forward contract (NOK)$1,767kr18,89001/09/23(153)Derivative liabilities
Foreign currency forward contract (NOK)$39kr38801/09/23— Derivative liabilities
Foreign currency forward contract (NOK)$1,970kr19,30104/11/23— Derivative liabilities
Foreign currency forward contract (NOK)$74kr72504/11/23— Derivative liabilities
Foreign currency forward contract (CHF)1,423Fr.$1,53701/09/233 Derivative assets
Foreign currency forward contract (CHF)$1,2621,223Fr.01/09/23(62)Derivative liabilities
Foreign currency forward contract (CHF)$206200Fr.01/09/23(10)Derivative liabilities
Foreign currency forward contract (CHF)$1,5521,422Fr.04/11/23(2)Derivative liabilities
Total$(11,420)
As of March 31, 2023 and December 31, 2022, the total fair value of the Company’s foreign currency forward contracts was $(1.8) million and $(11.4) million, respectively. The fair values of the Company’s foreign currency forward contracts are based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
Net realized gains or losses on forward currency contracts are included in “Net realized gains (losses) - foreign currency transactions” in the Company’s Unaudited Consolidated Statements of Operations. Net realized gains or losses on forward contracts recognized by the Company for the three months ended March 31, 2023 and 2022 are shown in the following table:
Three Months EndedThree Months Ended
($ in thousands)March 31, 2023March 31, 2022
Forward currency contracts$(10,175)$246 
78
Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Net unrealized appreciation or depreciation on forward currency contracts are included in “Net unrealized appreciation (depreciation) - foreign currency transactions” in the Company’s Unaudited Consolidated Statements of Operations. Net unrealized appreciation or depreciation on forward contracts recognized by the Company for the three months ended March 31, 2023 and 2022 are shown in the following table:
Three Months EndedThree Months Ended
($ in thousands)March 31, 2023March 31, 2022
Forward currency contracts$9,611 $(218)
7. COMMITMENTS AND CONTINGENCIES
As of both March 31, 2023 and December 31, 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 $95.0 million was from MassMutual. As of both March 31, 2023 and December 31, 2022, all commitments have been funded.
In the normal course of business, the Company is party to financial instruments with off-balance sheet risk, consisting primarily of unused commitments to extend financing to the Company’s portfolio companies. Since commitments may expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements. As of March 31, 2023, the Company believed that it had adequate financial resources to satisfy its unfunded commitments. The balances of unused commitments to extend financing as of March 31, 2023 and December 31, 2022 were as follows:
Portfolio Company
($ in thousands)		Investment TypeMarch 31, 2023December 31, 2022
Accurus Aerospace Corporation(1)(2)Revolver$369 $461 
AlliA Insurance Brokers NV(1)(2)(3)Delayed Draw Term Loan2,055 — 
Amtech LLC(1)Delayed Draw Term Loan909 909 
Amtech LLC(1)Revolver227 182 
AnalytiChem Holding GmbH(1)(2)(3)Bridge Revolver174 171 
APC1 Holding(1)(3)Delayed Draw Term Loan— 354 
Aquavista Watersides 2 LTD(1)(2)(4)Capex / Acquisition Facility645 761 
Arc Education(1)(3)Delayed Draw Term Loan1,934 1,900 
Argus Bidco Limited(1)(2)(4)CAF Term Loan337 395 
Argus Bidco Limited(1)(2)(4)RCF Bridge Term Loan86 84 
ASC Communications, LLCRevolver659 659 
Astra Bidco Limited(1)(4)Delayed Draw Term Loan702 683 
ATL II MRO Holdings Inc.(1)Revolver1,250 1,250 
Avance Clinical Bidco Pty Ltd(1)(5)Delayed Draw Term Loan964 976 
Azalea Buyer, Inc.(1)Delayed Draw Term Loan641 641 
Azalea Buyer, Inc.(1)Revolver321 321 
Bariacum S.A(1)(3)Acquisition Facility652 640 
Beyond Risk Management, Inc.(1)(2)Delayed Draw Term Loan2,423 2,423 
Biolam Group(1)(2)(3)Delayed Draw Term Loan2,768 3,189 
Bounteous, Inc.(1)(2)Delayed Draw Term Loan2,580 2,580 
Brightpay Limited(1)(2)(3)Delayed Draw Term Loan124 122 
BrightSign LLC(1)Revolver— 715 
CAi Software, LLC(1)(2)Revolver707 707 
Canadian Orthodontic Partners Corp.(1)(2)(6)Delayed Draw Term Loan— 106 
Ceres Pharma NV(1)(3)Delayed Draw Term Loan1,472 1,610 
CGI Parent, LLC(1)(2)Revolver1,653 1,653 
Comply365, LLC(1)Revolver556 472 
Coyo Uprising GmbH(1)(3)Delayed Draw Term Loan514 505 
CSL DualCom(1)(4)Capex / Acquisition Term Loan181 177 
79
Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Portfolio Company
($ in thousands)		Investment TypeMarch 31, 2023December 31, 2022
DataServ Integrations, LLC(1)Revolver481 481 
DecksDirect, LLC(1)Revolver218 218 
DISA Holdings Corp.(1)Delayed Draw Term Loan912 912 
DISA Holdings Corp.(1)Revolver286 277 
Dune Group(1)(2)(3)Delayed Draw Term Loan998 980 
Dwyer Instruments, Inc.(1)Delayed Draw Term Loan1,845 1,845 
Eclipse Business Capital, LLC(1)Revolver9,074 8,625 
EMI Porta Holdco LLC(1)(2)Delayed Draw Term Loan3,532 3,532 
EMI Porta Holdco LLC(1)(2)Revolver468 631 
EPS NASS Parent, Inc.(1)Delayed Draw Term Loan187 187 
eShipping, LLC(1)Delayed Draw Term Loan1,923 1,923 
eShipping, LLC(1)Revolver1,122 1,122 
Eurofins Digital Testing International LUX Holding SARL(1)(2)(3)Delayed Draw Term Loan358 352 
Eurofins Digital Testing International LUX Holding SARL(1)(2)(3)Delayed Draw Term Loan1,791 1,759 
Events Software BidCo Pty Ltd(1)(2)Delayed Draw Term Loan640 640 
Express Wash Acquisition Company, LLC(1)(2)Revolver77 77 
Faraday(1)(2)(3)Delayed Draw Term Loan973 
Fineline Technologies, Inc.(1)(2)Delayed Draw Term Loan— 240 
Footco 40 Limited(1)(2)(4)Delayed Draw Term Loan556 766 
Fortis Payment Systems, LLC(1)(2)Delayed Draw Term Loan925 925 
FragilePak LLC(1)Delayed Draw Term Loan3,779 3,779 
GB Eagle Buyer, Inc.(1)(2)Revolver1,936 1,935 
Global Academic Group Limited(1)(7)Term Loan297 301 
GPZN II GmbH(1)(2)(3)CAF Term Loan— 560 
Greenhill II BV(1)(3)Capex Acquisition Facility260 255 
Groupe Product Life(1)(3)Delayed Draw Term Loan449 441 
Gusto Aus BidCo Pty Ltd(1)(5)Delayed Draw Term Loan220 223 
HeartHealth Bidco Pty Ltd(1)(5)Delayed Draw Term Loan309 313 
Heartland Veterinary Partners, LLC(1)(2)Delayed Draw Term Loan95 95 
HEKA Invest(1)(2)(3)Delayed Draw Term Loan565 555 
HTI Technology & Industries(1)(2)Delayed Draw Term Loan1,023 1,023 
HTI Technology & Industries(1)(2)Revolver682 682 
Innovad Group II BV(1)(2)(3)Delayed Draw Term Loan849 834 
INOS 19-090 GmbH(1)(3)Acquisition Facility1,257 1,235 
Interstellar Group B.V.(1)(3)Delayed Draw Term Loan1,334 1,310 
Interstellar Group B.V.(1)(3)Delayed Draw Term Loan56 55 
Isolstar Holding NV (IPCOM)(1)(3)Delayed Draw Term Loan757 744 
ITI Intermodal, Inc.(1)(2)Delayed Draw Term Loan— 103 
ITI Intermodal, Inc.(1)(2)Delayed Draw Term Loan1,959 — 
ITI Intermodal, Inc.(1)(2)Revolver461 118 
Jaguar Merger Sub Inc.(1)Delayed Draw Term Loan— 422 
Jaguar Merger Sub Inc.(1)Revolver— 490 
Jon Bidco Limited(1)(7)Capex & Acquisition Facility424 428 
Jones Fish Hatcheries & Distributors LLC(1)(2)Revolver418 418 
Kano Laboratories LLC(1)Delayed Draw Term Loan1,574 1,574 
Kano Laboratories LLC(1)Delayed Draw Term Loan1,203 1,203 
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Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Portfolio Company
($ in thousands)		Investment TypeMarch 31, 2023December 31, 2022
Lambir Bidco Limited(1)(2)(3)Delayed Draw Term Loan1,272 1,250 
LeadsOnline, LLC(1)Revolver1,952 1,952 
LivTech Purchaser, Inc.(1)(2)Delayed Draw Term Loan530 530 
Marmoutier Holding B.V.(1)(2)(3)Delayed Draw Term Loan24 24 
Marmoutier Holding B.V.(1)(2)(3)Revolver108 106 
Marshall Excelsior Co.(1)Revolver33 250 
MC Group Ventures Corporation(1)Delayed Draw Term Loan311 311 
Mercell Holding AS(1)(8)Capex Acquisition Facility375 398 
Modern Star Holdings Bidco Pty Limited(1)(2)(5)Term Loan331 335 
Murphy Midco Limited(1)(2)(4)Delayed Draw Term Loan491 553 
Narda Acquisitionco., Inc.(1)(2)Revolver615 615 
NeoxCo(1)(2)(3)Delayed Draw Term Loan489 — 
Nexus Underwriting Management Limited(1)(2)(4)Acquisition Facility685 810 
NF Holdco, LLC(1)(2)Revolver737 — 
Novotech Aus Bidco Pty Ltd(1)(2)Capex & Acquisition Facility1,042 1,042 
NPM Investments 28 BV(1)(3)Delayed Draw Term Loan471 463 
OA Buyer, Inc.(1)Revolver1,331 1,331 
OAC Holdings I Corp(1)Revolver127 303 
Omni Intermediate Holdings, LLC(1)(2)Delayed Draw Term Loan— 2,505 
OSP Hamilton Purchaser, LLC(1)(2)Revolver259 187 
Polara Enterprises, L.L.C.(1)Revolver273 273 
Premium Invest(1)(3)Delayed Draw Term Loan3,694 3,629 
ProfitOptics, LLC(1)Revolver123 194 
Protego Bidco B.V.(1)(2)(3)Delayed Draw Term Loan214 210 
PSP Intermediate 4, LLC(1)(2)(3)Delayed Draw Term Loan740 727 
Qualified Industries, LLC(1)(2)Revolver242 — 
Questel Unite(1)(2)(3)Incremental Term Loan2,813 2,763 
R1 Holdings, LLC(1)Delayed Draw Term Loan910 1,311 
R1 Holdings, LLC(1)Revolver801 801 
Randys Holdings, Inc.(1)(2)Delayed Draw Term Loan3,309 3,309 
Randys Holdings, Inc.(1)(2)Revolver1,135 1,178 
Rep Seko Merger Sub LLC(1)Delayed Draw Term Loan289 362 
Reward Gateway (UK) Ltd(1)(2)(4)Acquisition Facility756 735 
Rocade Holdings LLCPreferred Equity10,000 — 
Royal Buyer, LLC(1)Delayed Draw Term Loan1,041 1,104 
Royal Buyer, LLC(1)Revolver670 670 
Safety Products Holdings, LLC(1)(2)Delayed Draw Term Loan2,451 2,451 
Sanoptis S.A.R.L.(1)(2)(3)Acquisition Capex Facility1,134 2,076 
Sanoptis S.A.R.L.(1)(2)(9)CAF Delayed Draw Term Loan450 — 
SBP Holdings LP(1)(2)Delayed Draw Term Loan735 — 
SBP Holdings LP(1)(2)Revolver444 — 
Scaled Agile, Inc.(1)(2)Delayed Draw Term Loan416 416 
Scaled Agile, Inc.(1)(2)Revolver336 336 
Scout Bidco B.V.(1)(3)Delayed Draw Term Loan1,155 1,135 
Scout Bidco B.V.(1)(3)Revolver524 515 
Sereni Capital NV(1)(2)(3)Delayed Draw Term Loan1,599 — 
Sereni Capital NV(1)(2)(3)Term Loan— 109 
81
Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Portfolio Company
($ in thousands)		Investment TypeMarch 31, 2023December 31, 2022
Smartling, Inc.(1)(2)Delayed Draw Term Loan1,176 1,176 
Smartling, Inc.(1)(2)Revolver588 588 
Soho Square III Debtco II SARL(1)(4)Delayed Draw Term Loan2,318 2,255 
Solo Buyer, L.P.(1)(2)Revolver1,197 1,197 
Sparus Holdings, LLC (f/k/a Sparus Holdings, Inc.)(1)Delayed Draw Term Loan399 666 
Sparus Holdings, LLC (f/k/a Sparus Holdings, Inc.)(1)Revolver141 156 
Spatial Business Systems LLC(1)Delayed Draw Term Loan3,750 3,750 
Spatial Business Systems LLC(1)Revolver703 703 
SSCP Pegasus Midco Limited(1)(4)Delayed Draw Term Loan1,730 1,683 
Superjet Buyer, LLC(1)Revolver1,460 1,460 
Syntax Systems Ltd(1)(2)Delayed Draw Term Loan1,142 1,142 
Syntax Systems Ltd(1)(2)Revolver119 199 
Tank Holding Corp(1)Revolver469 545 
Tanqueray Bidco Limited(1)(2)(4)Capex Facility1,118 1,088 
Techone B.V.(1)(3)Revolver93 61 
Tencarva Machinery Company, LLC(1)Revolver752 752 
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)(1)Delayed Draw Term Loan2,707 2,707 
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)(1)Revolver796 796 
The Cleaver-Brooks Company, Inc.(1)Revolver1,615 1,413 
Trader Corporation(1)(6)Revolver173 173 
TSYL Corporate Buyer, Inc.(1)Delayed Draw Term Loan1,681 1,681 
TSYL Corporate Buyer, Inc.(1)Revolver177 177 
Turbo Buyer, Inc.(1)(2)Delayed Draw Term Loan974 974 
Union Bidco Limited(1)(2)(4)Acquisition Facility80 78 
United Therapy Holding III GmbH(1)(2)(3)Acquisition Facility672 1,170 
Unither (Uniholding)(1)(2)(3)Delayed Draw Term Loan471 — 
W2O Holdings, Inc.(1)(2)Delayed Draw Term Loan234 — 
W2O Holdings, Inc.(1)(2)Delayed Draw Term Loan— 1,060 
Waccamaw River(2)Joint Venture2,480 2,480 
Whitcraft Holdings, Inc.(1)(2)Revolver943 — 
Woodland Foods, LLC(1)(2)Line of Credit213 213 
WWEC Holdings III Corp(1)(2)Delayed Draw Term Loan1,165 1,165 
WWEC Holdings III Corp(1)(2)Revolver512 512 
Xeinadin Bidco Limited(1)(4)CAF Term Loan2,438 2,372 
ZB Holdco LLC(1)Delayed Draw Term Loan— 676 
ZB Holdco LLC(1)Revolver423 423 
Zeppelin Bidco Limited(1)(2)(4)Capex / Acquisition Facility1,293 1,258 
Total unused commitments to extend financing$154,815 $143,252 
(1)The Adviser’s estimate of the fair value of the current investments in these portfolio companies includes an analysis of the fair value of any unfunded commitments.
(2)Represents a commitment to extend financing to a portfolio company where one or more of the Company’s current investments in the portfolio company are carried at less than cost.
(3)Actual commitment amount is denominated in Euros. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(4)Actual commitment amount is denominated in British pounds sterling. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(5)Actual commitment amount is denominated in Australian dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(6)Actual commitment amount is denominated in Canadian dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
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Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
(7)Actual commitment amount is denominated in New Zealand dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(8)Actual commitment amount is denominated in Norwegian Kroner. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(9)Actual commitment amount is denominated in Swiss francs. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
8. FINANCIAL HIGHLIGHTS
The following is a schedule of financial highlights for the three months ended March 31, 2023 and 2022:
Three Months Ended March 31,
($ in thousands, except share and per share amounts)20232022
Per share data:
Net asset value at beginning of period$21.66 $22.43 
Net investment income (1)0.68 0.48 
Net realized gain (loss) on investments / foreign currency transactions (1)(0.35)0.13 
Net unrealized appreciation (depreciation) on investments / foreign currency transactions (1)0.59 0.11 
Total increase from investment operations (1)0.92 0.72 
Dividends paid to stockholders from net investment income(0.57)(0.44)
Dividends paid to stockholders from short-term realized gains(0.03)(0.07)
Total dividends declared(0.60)(0.51)
Loss on extinguishment of debt (1)— (0.01)
Net asset value at end of period$21.98 $22.63 
Shares outstanding at end of period28,142,612 26,939,328
Net assets at end of period$618,439 $609,599
Average net assets$609,288 $487,448
Ratio of total expenses to average net assets (annualized) (2)10.09 %6.14 %
Ratio of net investment income to average net assets (annualized) (2)12.39 %9.71 %
Portfolio turnover ratio (annualized)1.83 %0.36 %
Total return (3)4.29 %3.19 %
(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)Does not include expenses of underlying investment companies, including joint ventures.
(3)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
On May 4, 2023, the Board declared a quarterly dividend of $0.62 per share payable on June 14, 2023 to holders of record as of May 31, 2023.

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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 months ended March 31, 2023, 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, 2022. 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, 2022 and in Item 1A entitled “Risk Factors” in Part II of our subsequently filed Quarterly Reports on Form 10-Q or in other reports that we may file with the Securities and Exchange Commission (the “SEC”) from time to time. 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, including the risks of a slowing economy, rising inflation and risk of recession, and volatility in the financial services sector, including bank failures; the interest rate environment or conditions affecting the financial and capital markets; the impact of global health crises, on our or our portfolio companies’ business and the U.S. and global economy; our, or our portfolio companies’, future business, operations, operating results or prospects; 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 or our portfolio companies’ 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, or 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 and management services pursuant to the terms of an investment advisory agreement (the “Advisory Agreement”) and an administration agreement (the “Administration Agreement”).
Our primary 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 hold 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 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
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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 focus on investing primarily in senior secured private debt instruments in well-established middle-market businesses that operate across a wide range of industries. To a lesser extent, we will invest in equity, special situations, structured credit (e.g., private asset-backed securities), syndicated loan opportunities and/or mortgage 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 Secured Overnight Financing Rate (“SOFR”) (or the applicable currency rate for investments in foreign currencies) plus 475 basis points and SOFR plus 675 basis points per annum.
As of March 31, 2023 and December 31, 2022, the weighted average yield on the principal amount of our outstanding debt investments other than non-accrual debt investments was approximately 10.3% and 10.0%, respectively. The weighted average yield on the principal amount of all of our outstanding debt investments (including non-accrual debt investments) was approximately 10.1% and 9.8% as of March 31, 2023 and December 31, 2022, respectively.
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’ $281.6 billion Global Fixed Income Platform (as of March 31, 2023) 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, 2023, BIIL had approximately £15.9 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 (in its capacity as our Administrator) 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.
Included in Barings GPFG is Barings North American Private Finance Team (the “U.S. Investment Team”), which consists of 51 investment professionals (as of March 31, 2023) located in three offices in the U.S. The U.S. Investment Team provides a full set of solutions to the North American middle market, including revolvers, first and second lien senior secured loans, unitranche structures, mezzanine debt and equity co-investments. The U.S. Investment Team averages over 20 years of
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industry experience at the Managing Director and Director level. In addition, Barings believes that it has best-in-class support personnel, including expertise in risk management, legal, accounting, tax, information technology and compliance, among others. We expect to benefit from the support provided by these personnel in our operations.
Portfolio Composition
The total value of our investment portfolio was $1,324.9 million as of March 31, 2023, as compared to 2.4%$1,233.4 million as of September 30, 2021.December 31, 2022. As of March 31, 2023, we had investments in 237 portfolio companies with an aggregate cost of $1,343.4 million. As of December 31, 2022, we had investments in 228 portfolio companies with an aggregate cost of $1,261.6 million. As of both March 31, 2023 and December 31, 2022, none of our portfolio investments represented greater than 10% of the total fair value of our investment portfolio.
As of March 31, 2023 and December 31, 2022, our investment portfolio consisted of the following investments:
($ in thousands)CostPercentage of
Total
Portfolio		Fair ValuePercentage of
Total
Portfolio
March 31, 2023:
Senior debt and 1st lien notes
$989,709 74 %$962,148 73 %
Subordinated debt and 2nd lien notes
129,128 10 126,084 10 
Structured products31,186 2 27,687 2 
Equity shares141,111 10 165,304 12 
Equity warrants70 — 491 — 
Investments in joint ventures52,208 4 43,193 3 
$1,343,412 100 %$1,324,907 100 %
($ in thousands)CostPercentage of
Total Portfolio		Fair ValuePercentage of
Total Portfolio
December 31, 2022:
Senior debt and 1st lien notes
$950,985 75 %$920,219 75 
Subordinated debt and 2nd lien notes
127,970 10 123,244 10 
Structured products32,015 3 28,321 2 
Equity shares94,592 8 113,666 9 
Equity warrants70 — 476 — 
Investments in joint ventures55,971 4 47,479 4 
$1,261,603 100 %$1,233,405 100 %
Investment Activity
During the three months ended March 31, 2023, we made 10 new investments totaling $36.7 million, made investments in existing portfolio companies totaling $19.8 million and made a $45.0 million equity co-investment alongside certain affiliates in a portfolio company that specializes in providing financing to plaintiff law firms engaged in mass tort and other civil litigation. We had two loans repaid at par totaling $10.1 million and received $7.3 million of portfolio company principal payments and sales proceeds, recognizing a net realized loss on these transactions of $0.2 million. Finally, we received $3.8 million of return of capital from one of our joint ventures.
During the three months ended March 31, 2022, we made 21 new investments totaling $127.8 million, made investments in existing portfolio companies totaling $15.9 million and made additional investments in joint venture equity portfolio companies totaling $8.7 million. We received $2.0 million of portfolio company principal payments and sold $0.2 million of loans, recognizing a net realized gain on these transactions of $0.2 million.
86

Total portfolio investment activity for the three months ended March 31, 2023 and 2022 was as follows:
Three Months Ended
March 31, 2023:
($ in thousands)
Senior Debt
and 1st Lien
Notes
Subordinated Debt and 2nd Lien Notes
Structured ProductsEquity
Shares		Equity
Warrants		Investments in Joint VenturesTotal
Fair value, beginning of period$920,219 $123,244 $28,321 $113,666 $476 $47,479 $1,233,405 
New investments54,252 683 — 46,519 — — 101,454 
Proceeds from sales of investments / return of capital— — — — — (3,763)(3,763)
Loan origination fees received(1,495)(20)— — — — (1,515)
Principal repayments received(16,187)(449)(833)— — — (17,469)
Payment-in-kind interest/dividends1,038 826 — — — — 1,864 
Accretion of loan premium/discount282 49 3 — — — 334 
Accretion of deferred loan origination revenue1,059 70 — — — — 1,129 
Realized gain (loss)(224)— — — — — (224)
Unrealized appreciation (depreciation)3,204 1,681 196 5,119 15 (523)9,692 
Fair value, end of period$962,148 $126,084 $27,687 $165,304 $491 $43,193 $1,324,907 
Three Months Ended
March 31, 2022:
($ in thousands)
Senior Debt
and 1st Lien
Notes
Subordinated Debt and 2nd Lien Notes
Structured ProductsEquity
Shares		Equity
Warrants		Investments in Joint VenturesTotal
Fair value, beginning of period$620,928 $92,297 $30,900 $59,601 $163 $61,253 $865,142 
New investments130,953 5,811 — 6,990 — 8,731 152,485 
Proceeds from sales of investments(276)— — — — — (276)
Loan origination fees received(2,711)18 — — — — (2,693)
Principal repayments received(1,532)— (478)— — — (2,010)
Payment-in-kind interest/dividends668 210 — — — — 878 
Accretion of loan premium/ discount219 36 3 — — — 258 
Accretion of deferred loan origination revenue675 35 — — — — 710 
Realized gain (loss)229 — — — — — 229 
Unrealized appreciation (depreciation)(4,262)(1,138)(970)12,606 (107)(3,687)2,442 
Fair value, end of period$744,891 $97,269 $29,455 $79,197 $56 $66,297 $1,017,165 
87

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 March 31, 2023, we had two portfolio companies with investments on non-accrual, the fair value of which was $9.9 million, which comprised 0.7% of the total fair value our portfolio, and the cost of which was $19.3 million, which comprised of 1.4% of the total cost of our portfolio. As of December 31, 2022, we had one portfolio company with investments on non-accrual, the fair value of which was $6.5 million, which comprised 0.5% of the total fair value of our portfolio, and the cost of which was $17.4 million, which comprised 1.4% of the total cost of our portfolio.
A summary of our non-accrual assets as of March 31, 2023 is provided below.
Core Scientific, Inc.
During the quarter ended December 31, 2022, we placed our debt investment in Core Scientific, Inc., or Core Scientific, on non-accrual status effective with the monthly payment due October 31, 2022. As a result, under U.S. GAAP, we will not recognize interest income on our debt investment in Core Scientific for financial reporting purposes. As of March 31, 2023, the cost of our debt investment in Core Scientific was $17.4 million and the fair value of such investment was $8.8 million.
Serta Simmons Bedding LLC
During the quarter ended March 31, 2023, we placed our debt investment in Serta Simmons Bedding LLC, or Serta Simmons on non-accrual status effective with the quarterly payment due on March 31, 2023. As a result, under U.S. GAAP, we will not recognize interest income on our debt investment in Serta Simmons for financial reporting purposes. As of March 31, 2023, the cost of our debt investment in Serta Simmons was $1.9 million and the fair value of such investment was $1.1 million.
Results of Operations
Comparison of the three months ended March 31, 2023 and 2022
Operating results for the three months ended March 31, 2023 and 2022 were as follows:
Three Months EndedThree Months Ended
($ in thousands)March 31,
2023		March 31,
2022
Total investment income$34,239 $19,320 
Total operating expenses15,344 7,304 
Net investment income before taxes18,895 12,016 
Income taxes, including excise tax expense24 — 
Net investment income after taxes18,871 12,016 
Net realized gains (losses)(9,932)2,917 
Net unrealized appreciation (depreciation)16,554 2,331 
Net realized gains (losses) and unrealized appreciation (depreciation) on investments and foreign currency borrowings6,622 5,248 
Loss on extinguishment of debt— (181)
Net increase in net assets resulting from operations$25,493 $17,083 
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.
88

Investment Income
Three Months EndedThree Months Ended
($ in thousands)March 31,
2023		March 31,
2022
Investment income:
Interest income$27,320 $13,379 
Dividend income3,479 3,790 
Fee and other income1,686 1,016 
Payment-in-kind interest income1,743 1,135 
Interest income from cash11 — 
Total investment income$34,239 $19,320 
The change in total investment income for the three months ended March 31, 2023, as compared to the three months ended March 31, 2022, was primarily due to an increase in the weighted average yield on the portfolio from higher base rates, an increase in the average size of our portfolio, 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 weighted average yield on the principal amount of our outstanding debt investments, other than non-accrual debt investments, was 10.3% as of March 31, 2023, as compared to 7.0% as of March 31, 2022. The amount of our outstanding debt investments was $1,167.3 million as of March 31, 2023, as compared to $889.9 million as of March 31, 2022. The increase in the average size of our portfolio was largely due to increased middle-market investment and special situation investment opportunities. For the three months ended March 31, 2023, dividends from portfolio companies and joint venture investments were $3.5 million, compared to $3.8 million for the three months ended March 31, 2022. For the three months ended March 31, 2023, acceleration of unamortized OID income and unamortized loan origination fee totaled $0.3 million, as compared to nil for the three months ended March 31, 2022. For the three months ended March 31, 2023, PIK interest income was $1.7 million, as compared to $1.1 million for the three months ended March 31, 2022.
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 months ended March 31, 2023 and 2022, the Base Management Fee determined in accordance with the terms of the Advisory Agreement was approximately $0.5 million and $0.4 million, respectively. As of March 31, 2023, the Base Management Fee of $0.5 million for the three months ended March 31, 2023 was unpaid and included in “Base management fees payable” in the accompanying Unaudited Consolidated Balance Sheet. As of December 31, 2022, the Base Management Fee of $0.4 million for the three months ended December 31, 2022 was unpaid and included in “Base management fees payable” in the accompanying Consolidated Balance Sheet.
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.
52
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 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.
53
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.
• “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
54
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 months ended March 31, 2023 and 2022, the Income-Based Fee determined in accordance with the terms of the Advisory Agreement was $2.7 million and $1.8 million, respectively. As of March 31, 2023, the Income-Based Fee of $2.7 million for the three months ended March 31, 2023 was unpaid and included in “Incentive management fees payable” in the accompanying Unaudited Consolidated Balance Sheet. As of December 31, 2022, the Incentive-Based Fee of $0.8 million for the three months ended December 31, 2022 was unpaid and included in “Incentive management fees payable” in the accompanying Consolidated Balance Sheet.
For the three months ended March 31, 2023, the Company did not accrue any Capital Gains Fee. For the three months ended March 31, 2022, the Company accrued $0.5 million of Capital Gains Fee.
The Advisory Agreement had an initial term of two years. Thereafter, it continues 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 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).
55
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 registration statements and amendments thereto, prospectus supplements, 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 both the three months ended March 31, 2023 and 2022, the Company incurred and was invoiced by the Administrator expenses of approximately $0.3 million. As of March 31, 2023, the administrative expenses of $0.3 million incurred during the three months ended March 31, 2023 were unpaid and included in “Administrative fees payable” in the accompanying Unaudited Consolidated Balance Sheet. As of December 31, 2022, the administrative expenses of $0.3 million incurred during the three months ended December 31, 2022 were unpaid and included in “Administrative fees payable” in the accompanying Consolidated Balance Sheet.
The Administration Agreement had an initial term of two years and thereafter continues automatically for successive one-year periods so long as such continuance is specifically approved at least annually by the Board, including a majority of the directors who are not “interested persons” as defined in Section 2(a)(19) of the 1940 Act. The Administration Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board, or by the Adviser, upon 90 days’ written notice to the other party. The Administration Agreement may not be assigned by a party without the consent of the other party.
56
Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
3. INVESTMENTS
Portfolio Composition
The Company predominately invests in senior secured private debt investments in well-established middle-market businesses that operate across a wide range of industries, as well as syndicated senior secured loans, structured products, bonds and other fixed income securities. Structured products include collateralized loan obligations and asset-backed securities. The Adviser’s existing SEC co-investment exemptive relief under the 1940 Act permits the Company and the Adviser’s affiliated private funds and SEC regulated funds to co-invest in loans originated by the Adviser, which allows the Adviser to efficiently implement its senior secured private debt investment strategy for the Company.
The cost basis of the Company’s debt investments includes any unamortized purchased premium or discount, unamortized loan origination fees and PIK interest, if any. Summaries of the composition of the Company’s investment portfolio at cost and fair value, and as a percentage of total investments and net assets, are shown in the following tables:
($ in thousands)CostPercentage of
Total Portfolio		Fair ValuePercentage of
Total Portfolio		Percentage of
Total
Net Assets
March 31, 2023:
Senior debt and 1st lien notes
$989,709 74 %$962,148 73 %156 %
Subordinated debt and 2nd lien notes
129,128 10 126,084 10 20 
Structured products31,186 2 27,687 2 4 
Equity shares141,111 10 165,304 12 27 
Equity warrants70 — 491 — — 
Investments in joint ventures52,208 4 43,193 3 7 
$1,343,412 100 %$1,324,907 100 %214 %
($ in thousands)CostPercentage of
Total Portfolio		Fair ValuePercentage of
Total Portfolio		Percentage of
Total
Net Assets
December 31, 2022:
Senior debt and 1st lien notes
$950,985 75 %$920,219 75 %153 %
Subordinated debt and 2nd lien notes
127,970 10 123,244 10 20 
Structured products32,015 3 28,321 2 5 
Equity shares94,592 8 113,666 9 19 
Equity warrants70 — 476 — — 
Investments in joint ventures55,971 4 47,479 4 8 
$1,261,603 100 %$1,233,405 100 %205 %
During the three months ended March 31, 2023, the Company made 10 new investments totaling $36.7 million, made investments in existing portfolio companies totaling $19.8 million and made a $45.0 million equity co-investment alongside certain affiliates in a portfolio company that specializes in providing financing to plaintiff law firms engaged in mass tort and other civil litigation.
During the three months ended March 31, 2022, the Company made 21 new investments totaling $127.8 million, made investments in existing portfolio companies totaling $15.9 million and made additional investments in joint venture equity portfolio companies totaling $8.7 million.
57
Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Industry Composition
The industry composition of investments at fair value at March 31, 2023 and December 31, 2022 was as follows:
($ in thousands)March 31, 2023December 31, 2022
Aerospace and Defense$83,183 6.3 %$69,976 5.7 %
Automotive17,203 1.3 16,920 1.4 
Banking, Finance, Insurance and Real Estate206,517 15.6 164,399 13.3 
Beverage, Food and Tobacco37,680 2.8 37,156 3.0 
Capital Equipment52,126 3.9 42,407 3.4 
Chemicals, Plastics, and Rubber27,910 2.1 28,445 2.3 
Construction and Building10,189 0.8 10,146 0.8 
Consumer Goods: Durable22,198 1.7 22,888 1.9 
Consumer Goods: Non-durable9,132 0.7 9,078 0.7 
Containers, Packaging and Glass21,265 1.6 23,430 1.9 
Energy: Oil and Gas2,597 0.2 2,742 0.2 
Environmental Industries29,489 2.2 29,343 2.4 
Healthcare and Pharmaceuticals111,201 8.4 105,574 8.6 
High Tech Industries137,597 10.4 129,594 10.5 
Hotel, Gaming and Leisure18,449 1.4 18,221 1.5 
Investment Funds and Vehicles43,193 3.3 47,479 3.8 
Media: Advertising, Printing and Publishing33,391 2.5 33,725 2.7 
Media: Broadcasting and Subscription13,068 1.0 13,068 1.1 
Media: Diversified and Production26,594 2.0 25,862 2.1 
Metals and Mining9,931 0.8 9,923 0.8 
Services: Business217,797 16.4 204,822 16.6 
Services: Consumer62,307 4.7 62,441 5.1 
Structured Products32,557 2.5 33,387 2.7 
Telecommunications16,454 1.2 15,795 1.3 
Transportation: Cargo70,142 5.3 63,654 5.2 
Transportation: Consumer5,535 0.4 5,442 0.4 
Utilities: Electric7,202 0.5 7,488 0.6 
Total$1,324,907 100.0 %$1,233,405 100.0 %
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 months ended March 31, 2023, the Company held a 10.0% partnership interest in Banff. As of March 31, 2023, the cost and fair value of the Company’s investment in Banff was $14.6 million and $15.1 million, respectively. As of December 31, 2022, the cost and fair value of the Company's investment in Banff was $14.6 million and $14.7 million, respectively.
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Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
The total value of Banff’s investment portfolio was $160.7 million as of March 31, 2023, as compared to $159.5 million as of December 31, 2022. As of March 31, 2023, Banff’s investments had an aggregate cost of $167.7 million, as compared to $167.8 million as of December 31, 2022. As of March 31, 2023 and December 31, 2022, the Banff investment portfolio consisted of the following investments:
($ in thousands)CostPercentage of
Total Portfolio		Fair ValuePercentage of
Total Portfolio
March 31, 2023:
Senior debt and 1st lien notes
$163,832 98 %$156,860 98 %
Subordinated debt and 2nd lien notes
3,908 2 3,880 2 
$167,740 100 %$160,740 100 %
December 31, 2022:
Senior debt and 1st lien notes$163,928 98 %$155,695 98 %
Subordinated debt and 2nd lien notes3,905 2 %3,828 2 %
$167,833 100 %$159,523 100 %
As of March 31, 2023 and December 31, 2022, the weighted average yield on the principal amount of Banff’s outstanding debt investments was approximately 9.5% and 8.9%, respectively.
The industry composition of Banff’s investments at fair value at March 31, 2023 and December 31, 2022, was as follows:
($ in thousands)March 31, 2023December 31, 2022
Aerospace and Defense$14,883 9.3 %$14,758 9.3 %
Banking, Finance, Insurance and Real Estate22,404 13.9 21,747 13.6 
Beverage, Food and Tobacco5,877 3.6 5,718 3.6 
Chemicals, Plastics, and Rubber1,269 0.8 1,269 0.8 
Construction and Building1,487 0.9 1,490 0.9 
Consumer Goods: Durable1,741 1.1 1,886 1.2 
Consumer Goods: Non-durable6,034 3.7 5,958 3.7 
Containers, Packaging and Glass6,290 3.9 6,450 4.0 
Healthcare and Pharmaceuticals16,973 10.6 17,003 10.7 
High Tech Industries17,155 10.7 17,086 10.7 
Media: Diversified and Production2,275 1.4 2,234 1.4 
Services: Business39,502 24.6 39,363 24.7 
Services: Consumer12,467 7.8 12,272 7.7 
Telecommunications3,130 1.9 3,038 1.9 
Transportation: Cargo9,253 5.8 9,251 5.8 
Total$160,740 100 %$159,523 100 %
59
Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
The geographic composition of Banff’s investments at fair value at March 31, 2023 and December 31, 2022, was as follows:
($ in thousands)March 31, 2023December 31, 2022
Australia$4,301 2.7 %$4,357 2.7 %
Belgium5,877 3.6 5,718 3.6 
Canada2,355 1.5 2,466 1.5 
France35,019 21.8 34,467 21.6 
Germany7,142 4.4 6,980 4.4 
Hong Kong6,847 4.3 6,830 4.3 
Netherlands8,524 5.3 8,619 5.4 
New Zealand2,449 1.5 2,469 1.5 
Singapore3,969 2.5 3,964 2.5 
United Kingdom29,577 18.4 28,634 18.0 
USA54,680 34.0 55,019 34.5 
Total$160,740 100.0 %$159,523 100 %
Banff’s credit facility with Wells Fargo Bank, N.A., which is non-recourse to the Company, initially closed on August 26, 2022 and had approximately $19.0 million outstanding as of both March 31, 2023 and December 31, 2022.
The Company may sell portions of its investments via assignment to Banff. Since inception, as of both March 31, 2023 and December 31, 2022, the Company had sold $187.9 million of its investments to Banff. As of both March 31, 2023 and December 31, 2022, the Company had nil in unsettled receivables due from Banff that were included in “Receivable from unsettled transactions” in the accompanying Unaudited 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, 2023. As of March 31, 2023, 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 months ended March 31, 2023 and 2022, Thompson Rivers declared $57.0 million and $20.0 million in dividends, respectively, of which nil and $1.4 million, respectively, was recognized as dividend income in the Company’s Unaudited Consolidated Statements of Operations. In addition, for the three months ended March 31, 2023, the Company recognized $3.8 million of the dividends as a return of capital.
60
Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
As of March 31, 2023, Thompson Rivers had $664.1 million in Ginnie Mae early buyout loans and $29.8 million in cash. As of December 31, 2022, Thompson Rivers had $890.9 million in Ginnie Mae early buyout loans and $65.1 million in cash. As of March 31, 2023, Thompson Rivers had 4,028 outstanding loans with an average unpaid balance of $0.2 million and weighted average coupon of 4.0%. As of December 31, 2022, Thompson Rivers had 5,414 outstanding loans with an average unpaid balance of $0.2 million and weighted average coupon of 4.0%.
As of March 31, 2023 and December 31, 2022, the Thompson Rivers investment portfolio consisted of the following investments:
($ in thousands)CostPercentage of
Total Portfolio		Fair ValuePercentage of
Total Portfolio
March 31, 2023:
Federal Housing Administration (“FHA”) loans$634,664 91 %$605,542 91 %
Veterans Affairs (“VA”) loans61,344 9 58,569 9 
$696,008 100 %$664,111 100 %
December 31, 2022:
Federal Housing Administration (“FHA”) loans$864,625 91 $811,358 91 
Veterans Affairs (“VA”) loans84,654 9 79,553 9 
$949,279 100 %$890,911 100 %
Thompson Rivers’ repurchase agreement with JPMorgan Chase Bank, which is non-recourse to the Company, had approximately $171.3 million and $224.2 million outstanding as of March 31, 2023 and December 31, 2022, respectively. Thompson Rivers’ repurchase agreement with Bank of America N.A., which is non-recourse to the Company, had approximately $311.6 million and $428.0 million outstanding as of March 31, 2023 and December 31, 2022, respectively. Thompson Rivers’ repurchase agreement with Barclays Bank, which is non-recourse to the Company, had approximately $104.4 million and $184.2 million outstanding as of March 31, 2023 and December 31, 2022, respectively.
The Company has determined that Thompson Rivers is an investment company under ASC Topic 946, Financial Services - Investment Companies, however, in accordance with such guidance, the Company will generally not consolidate its investment in a company other than a substantially wholly owned investment company subsidiary, which is an extension of the operations of the Company, or a controlled operating company whose business consists of providing services to the Company. The Company does not consolidate its interest in Thompson Rivers as it is not a substantially wholly owned investment company subsidiary. In addition, Thompson Rivers is not an operating company and the Company does not control Thompson Rivers due to the allocation of voting rights among Thompson Rivers members.
61
Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
As of March 31, 2023 and December 31, 2022, Thompson Rivers had the following contributed capital and unfunded commitments from its members:
($ in thousands)
As of
 March 31, 2023
As of December 31, 2022
Total contributed capital by Barings Capital Investment Corporation (1)$32,318 $32,318 
Total contributed capital by all members (2)$482,083 $482,083 
Total unfunded commitments by Barings Capital Investment Corporation$— $— 
Total unfunded commitments by all members$— $— 
(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.
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 March 31, 2023. As of March 31, 2023, 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 months ended March 31, 2023 and 2022, Waccamaw River declared $3.6 million and $1.5 million in dividends, respectively, of which $0.7 million and $0.3 million, respectively, was recognized as dividend income in the Company’s Unaudited Consolidated Statements of Operations.
As of March 31, 2023, Waccamaw River had $220.2 million in unsecured consumer loans and $9.7 million in cash. As of December 31, 2022, Waccamaw River had $200.5 million in unsecured consumer loans and $8.0 million in cash. As of March 31, 2023, Waccamaw River had 20,755 outstanding loans with an average loan size of $11,329, remaining average life to maturity of 43.3 months and weighted average interest rate of 12.3%. As of December 31, 2022, Waccamaw River had 18,335 outstanding loans with an average loan size of $11,542, remaining average life to maturity of 44.0 months and weighted average interest rate of 12.0%.
Waccamaw River’s secured loan borrowing with JPMorgan Chase Bank, N.A., which is non-recourse to the Company, had approximately $76.5 million and $72.3 million outstanding as of March 31, 2023 and December 31, 2022, respectively. Waccamaw River’s secured loan borrowing with Barclays Bank PLC, which is non-recourse to the Company, had approximately $71.3 million and $44.8 million outstanding as of March 31, 2023 and December 31, 2022, respectively.
The Company has determined that Waccamaw River is an investment company under ASC Topic 946, Financial Services - Investment Companies, however, in accordance with such guidance, the Company will generally not consolidate its investment in a company other than a substantially wholly owned investment company subsidiary, which is an extension of the operations of the Company, or a controlled operating company whose business consists of providing services to the Company. The Company does not consolidate its interest in Waccamaw River as it is not a substantially wholly owned investment company subsidiary. In addition, Waccamaw River is not an operating company and the Company does not control Waccamaw River due to the allocation of voting rights among Waccamaw River members.
62
Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
As of March 31, 2023 and December 31, 2022, Waccamaw River had the following contributed capital and unfunded commitments from its members:
($ in thousands)
As of
March 31, 2023
As of December 31, 2022
Total contributed capital by Barings Capital Investment Corporation$24,250 $24,250 
Total contributed capital by all members (1)$126,620 $126,620 
Total return of capital (recallable) by Barings Capital Investment Corporation$(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 $2,480 
Total unfunded commitments by all members (3)$12,400 $12,400 
(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.
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. On August 12, 2022, the Company increased the unfunded revolver to $11.2 million. As of March 31, 2023 and December 31, 2022, $2.2 million and $2.6 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 equity investment in Eclipse in accordance with ASC 946-320, presented as a single investment measured at fair value.
Rocade Holdings LLC
On February 1, 2023, the Company made an equity investment in Rocade Holdings LLC (“Rocade”) of $45.0 million, alongside other related party affiliates. Rocade conducts its business through Rocade LLC and operates as Rocade Capital. Rocade is one of the country’s leading litigation finance platforms that specializes in providing financing to plaintiff law firms engaged in mass tort and other civil litigation. Rocade typically provides loans to law firms that are secured by the borrowing firm’s interests in award settlements, including contingency fees expected to be earned from successful litigation. The loans generally bear floating rate PIK interest with an overall expected annualized return between 10% and 25% and collect debt service upon receipt of settlement awards and/or contingency fees. The addition of Rocade to the portfolio allows the Company to participate in an uncorrelated asset class that offer differentiated income returns as compared to directly originated loans. Rocade is led by a seasoned team of litigation finance experts.
The Company has determined that Rocade 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 Rocade because it does not provide services to the Company. Instead the Company accounts for its equity investment in Rocade in accordance with ASC 946-320, presented as a single investment measured at fair value.
63
Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Valuation of Investments
The Adviser conducts the valuation of the Company’s investments, upon which the Company’s 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 were 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. 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 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.
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 Adviser determines the fair value of the Company’s investments in good faith primarily using Level 3 inputs. In certain cases, quoted prices or other observable inputs exist, and if so, the Adviser 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.
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 Board must determine fair value in good faith for any or all Company investments for which market quotations are not readily available. The Board has designated the Adviser as valuation designee to perform the fair value determinations relating to the value of the assets held by the Company for which market quotations are not readily available. 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
64
Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
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 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.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 independent providers 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 the valuation (for example, changes in interest rates or the credit quality of the borrower). At the quarter end following that of the initial acquisition, such loans and equity investments are generally sent to a valuation provider which will determine the fair value of each investment. The independent valuation providers apply 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. 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. If the Adviser’s pricing committee disagrees with the price range provided, it may make a fair value recommendation to the Adviser that is outside of the range provided by the independent valuation provider 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 an 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.
Valuation Inputs
The Adviser’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 Adviser’s market assumptions. The Adviser’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 Adviser will utilize alternative approaches such as broker quotes or manual prices. The Adviser 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 Adviser 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.
65
Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Level 3 Unobservable Inputs
The following tables summarize the significant unobservable inputs the Adviser used in the valuation of the Company’s Level 3 debt and equity securities as of March 31, 2023 and December 31, 2022. The weighted average range of unobservable inputs is based on fair value of investments.
March 31, 2023
($ in thousands)(4)
Fair ValueValuation
Model		Level 3
Input		Range of
Inputs		Weighted
Average		Impact to Valuation from an Increase in Input
Senior debt and 1st lien notes(1)
$831,511 Yield AnalysisMarket Yield7.6% – 21.5%11.0%Decrease
8,645 Discounted Cash Flow AnalysisDiscount Rate12.6%12.6%Decrease
60,823 Recent TransactionTransaction Price96.0% – 98.6%96.9%Increase
Subordinated debt and 2nd lien notes(2)
90,475 Yield AnalysisMarket Yield9.0% – 16.9%12.7%Decrease
4,402 Market ApproachAdjusted EBITDA Multiple11.0x11.0xIncrease
663 Recent TransactionTransaction Price97.0%97.0%Increase
Equity shares(3)
7,197 Yield AnalysisMarket Yield15.4% – 16.7%16.1%Decrease
105,736 Market ApproachAdjusted EBITDA Multiple6.5x – 40.0x12.1xIncrease
1,221 Market ApproachRevenue Multiple6.3x – 9.5x6.7xIncrease
1,294 Net Asset ApproachLiabilities$(20,598.4)$(20,598.4)Decrease
45,667 Recent TransactionTransaction Price$0.01 – $1,408.64$994.84Increase
Equity Warrants491 Market ApproachAdjusted EBITDA Multiple7.0x – 16.5x7.6xIncrease
(1) Excludes investments with an aggregate fair value amounting to $15,096, which the Adviser 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 $4,721, which the Adviser 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 $2,597, which the Adviser valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs were not readily available.
(4) For structured products, investments with an aggregate fair value amounting to $15,550, were valued by the Adviser using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs were not readily available.
66
Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
December 31, 2022
($ in thousands)
Fair ValueValuation
Model		Level 3
Input		Range of
Inputs		Weighted
Average		Impact to Valuation from an Increase in Input
Senior debt and 1st lien notes(1)
$727,410 Yield AnalysisMarket Yield7.7% – 30.6%11.0%Decrease
8,768 Discounted Cash Flow AnalysisDiscount Rate13.0%13.0%Decrease
129,646 Recent TransactionTransaction Price96.7% – 100.0%97.5%Increase
Subordinated debt and 2nd lien notes(2)
88,432 Yield AnalysisMarket Yield9.3% – 16.6%12.8%Decrease
4,851 Market ApproachAdjusted EBITDA Multiple9.0x9.0xIncrease
342 Recent TransactionTransaction Price97.3%97.3%Increase
Structured products(3)
7,584 Discounted Cash Flow AnalysisDiscount Rate10.4%10.4%Decrease
Equity shares(4)
9,462 Yield AnalysisMarket Yield15.7% – 17.8%16.6%Decrease
94,314 Market ApproachAdjusted EBITDA Multiple6.5x – 43.0x10.5xIncrease
1,152 Market ApproachRevenue Multiple6.5x – 7.0x6.8xIncrease
220 Market ApproachAdjusted EBITDA /Revenue Multiple Blend5.8x5.8xIncrease
1,288 Net Asset ApproachLiabilities$(8,941.8)$(8,941.8)Decrease
3,700 Recent TransactionTransaction Price$0.00 – $1,015.13$620.80Increase
Equity Warrants476 Market ApproachAdjusted EBITDA Multiple6.5x – 17.5x7.4xIncrease
(1) Excludes investments with an aggregate fair value amounting to $6,369, which the Adviser 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 $4,180, which the Adviser 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 $6,626, which the Adviser valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs were not readily available.
(4) Excludes investments with an aggregate fair value amounting to $2,742, which the Adviser valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs were not readily available.
67
Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
The following tables present the Company’s investment portfolio at fair value as of March 31, 2023 and December 31, 2022, categorized by the ASC Topic 820 valuation hierarchy, as previously described:
 Fair Value as of March 31, 2023
($ in thousands)Level 1Level 2Level 3Total
Senior debt and 1st lien notes
$— $46,073 $916,075 $962,148 
Subordinated debt and 2nd lien notes
— 25,823 100,261 126,084 
Structured products— 12,137 15,550 27,687 
Equity shares37 1,555 163,712 165,304 
Equity warrants— — 491 491 
Investments subject to leveling$37 $85,588 $1,196,089 $1,281,714 
Investments in joint ventures (1)43,193 
$1,324,907 
 Fair Value as of December 31, 2022
($ in thousands)Level 1Level 2Level 3Total
Senior debt and 1st lien notes
$— $48,026 $872,193 $920,219 
Subordinated debt and 2nd lien notes
— 25,439 97,805 123,244 
Structured products— 14,111 14,210 28,321 
Equity shares32 756 112,878 113,666 
Equity warrants— — 476 476 
Investments subject to leveling$32 $88,332 $1,097,562 $1,185,926 
Investment in joint ventures (1)$47,479 
$1,233,405 
(1)The Company’s investments in Banff, Thompson Rivers and Waccamaw River are measured at fair value using NAV and have not been categorized in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Unaudited Consolidated Balance Sheet and Consolidated Balance Sheet.
68
Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
The following tables reconcile the beginning and ending balances of the Company’s investment portfolio measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the three months ended March 31, 2023 and 2022:
Three Months Ended
March 31, 2023:
($ in thousands)
Senior Debt
and 1st Lien
Notes
Subordinated Debt and 2nd Lien Notes
Structured ProductsEquity SharesEquity WarrantsTotal
Fair value, beginning of period$872,193 $97,805 $14,210 $112,878 $476 $1,097,562 
New investments54,252 683 — 45,971 — 100,906 
Transfers into (out of) Level 3— — 1,767 — — 1,767 
Proceeds from sales of investments— — — — — — 
Loan origination fees received(1,495)(20)— — — (1,515)
Principal repayments received(13,531)(449)(806)— — (14,786)
Payment in kind interest/dividends583 826 — — — 1,409 
Accretion of loan premium/discount95 33 — — — 128 
Accretion of deferred loan origination revenue1,028 70 — — — 1,098 
Realized gain (loss)(224)— — — — (224)
Unrealized appreciation (depreciation)3,174 1,313 379 4,863 15 9,744 
Fair value, end of period$916,075 $100,261 $15,550 $163,712 $491 $1,196,089 
Three Months Ended
March 31, 2022:
($ in thousands)
Senior Debt
and 1st Lien
Notes
Subordinated Debt and 2nd Lien Notes
Structured ProductsEquity SharesTotal
Fair value, beginning of period$584,289 $76,826 $— $57,526 $718,641 
New investments126,891 5,811 — 3,472 136,174 
Transfers into (out of) Level 3(7,606)7,511 9,811 — 9,716 
Proceeds from sales of investments(237)— — — (237)
Loan origination fees received(2,711)18 — — (2,693)
Principal repayments received(1,499)— — — (1,499)
Payment in kind interest/dividends259 210 — — 469 
Accretion of loan premium/discount7 14 — — 21 
Accretion of deferred loan origination revenue642 34 — — 676 
Realized gain (loss)208 — — — 208 
Unrealized appreciation (depreciation)(3,243)(1,054)162 12,807 8,672 
Fair value, end of period$697,000 $89,370 $9,973 $73,805 $870,148 
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 Statements of Operations. Pre-tax net unrealized appreciation on Level 3 investments of $9.5 million during the three months ended March 31, 2023 was related to portfolio company investments that were still held by the Company as of March 31, 2023. Pre-tax net unrealized appreciation on Level 3 investments of $8.8 million during the three months ended March 31, 2022 was related to portfolio company investments that were still held by the Company as of March 31, 2022.
During the three months ended March 31, 2023, the Company made investments of approximately $91.6 million in portfolio companies to which it was not previously contractually committed to provide such financing. During the three months ended March 31, 2023, the Company made investments of $9.8 million in portfolio companies to which it was previously committed to provide such financing.
69
Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
During the three months ended March 31, 2022, the Company made investments of approximately $134.9 million in portfolio companies to which it was not previously contractually committed to provide such financing. During the three months ended March 31, 2022, the Company made investments of $17.6 million in portfolio companies to which it was previously committed to provide such financing.
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, 2023, 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.
Cash and Foreign Currencies
Cash consists of deposits held at a custodian bank. Cash is carried at cost, which approximates fair value. The Company places its cash with financial institutions and, at times, cash may exceed insured limits under applicable law.
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, 2023 and December 31, 2022, the Company had two investments and one investment, respectively, that were on non-accrual. Dividend income on preferred equity securities is recorded on the accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity 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 payment-in kind (“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
70
Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
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.
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 months ended March 31, 2023 and 2022 was as follows:
Three Months EndedThree Months Ended
($ in thousands)March 31, 2023March 31, 2022
Recurring Fee Income:
Amortization of loan origination fees$928 $688 
Management, valuation and other fees336 270 
Total Recurring Fee Income1,264 958 
Non-Recurring Fee Income:
Acceleration of unamortized loan origination fees201 22 
Advisory, loan amendment and other fees221 36 
Total Non-Recurring Fee Income422 58 
Total Fee Income$1,686 $1,016 
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.
Deferred Financing Fees
Costs incurred to issue debt are capitalized and are amortized over the term of the debt agreements using the effective interest method.
Segments
The Company lends to and invests in customers in various industries. The Company separately evaluates the performance of each of its lending and investment relationships. However, because each of these loan and investment relationships has similar business and economic characteristics, they have been aggregated into a single lending and investment segment. All applicable segment disclosures are included in or can be derived from the Company’s financial statements.
Concentration of Credit Risk
As of both March 31, 2023 and December 31, 2022, there were no individual investments representing greater than 10% of the fair value of the Company’s portfolio. As of March 31, 2023 and December 31, 2022, the Company’s largest single portfolio company investment, excluding short-term investments, represented approximately 5.7% and 5.8%, 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, 2023, all of the Company’s assets were or will be pledged as collateral for the ING Credit Facility.
71
Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Investments Denominated in Foreign Currency
As of March 31, 2023 the Company held 12 investments that were denominated in Australian dollars, two investments that were denominated in Canadian dollars, one investment that was denominated in Danish kroner, two investments that were denominated in New Zealand dollars, one investment that was denominated in Norwegian krone, 54 investments that were denominated in Euros, one investment that was denominated in Swiss francs and 24 investments that were denominated in British pounds sterling. As of December 31, 2022, the Company held 12 investments that were denominated in Australian dollars, two investments that were denominated in Canadian dollars, one investment that was denominated in Danish kroner, two investments that were denominated in New Zealand dollars, one investment that was denominated in Norwegian krone, 49 investments that were denominated in Euros, one investment that was denominated in Swiss francs and 24 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 Statements of Operations.
In addition, during both the three months ended March 31, 2023 and March 31, 2022, 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 Statements 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). 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. For the three months ended March 31, 2023, the Company recorded a net expense of $23.5 thousand for U.S. federal excise 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 years 2020-2021), and has concluded that the provision for uncertain tax positions in the Company’s financial statements is appropriate.
72
Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
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 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 March 31, 2023 and December 31, 2022 was approximately $1,330.9 million and $1,249.1 million, respectively. As of March 31, 2023, net unrealized appreciation on the Company’s investments (tax basis) was approximately $1.4 million, consisting of gross unrealized appreciation, where the fair value of the Company’s investments exceeds their tax cost, of approximately $59.5 million and gross unrealized depreciation, where the tax cost of the Company’s investments exceeds their fair value, of approximately $58.1 million. As of December 31, 2022, net unrealized depreciation on the Company’s investments (tax basis) was approximately $15.1 million, consisting of gross unrealized appreciation, where the fair value of the Company’s investments exceeds their tax cost, of approximately $56.1 million and gross unrealized depreciation, where the tax cost of the Company’s investments exceeds their fair value, of approximately $71.3 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 Statements 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 Statements 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 Sheets. As of March 31, 2023 and December 31, 2022, the Company recorded a net deferred tax liability of $0.5 million and $0.4 million, respectively, pertaining to tax basis differences in the Taxable Subsidiary’s investment in certain partnership interests.
5. BORROWINGS
The Company had the following borrowings outstanding as of March 31, 2023 and December 31, 2022:
Issuance Date
($ in thousands)		Maturity DateInterest Rate as of March 31, 2023March 31, 2023December 31, 2022
Credit Facility:
January 15, 2021April 30, 20266.706%$643,723 $581,436 
Total Credit Facility$643,723 $581,436 
Notes:
February 22, 2022February 22, 20274.750%$100,000 $100,000 
(Less: Deferred financing fees)$(267)$(284)
Total Notes$99,733 $99,716 
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 183.4% as of March 31, 2023.
73
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.
Borrowings under the September 2020 Subscription Facility were subject to the leverage restrictions applicable to the Company that are contained in the 1940 Act.
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. 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
74
Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
benchmark provisions. On October 13, 2022, the Company amended the ING Credit Facility to increase total commitments from lenders to $710.0 million from $625.0 million.
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 SOFR 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.
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 the Company’s portfolio comprises cash, cash equivalents, long-term U.S. government securities or first lien loans to portfolio companies, or (b) 167% or 200% at specified concentrations of such assets at amounts less than or equal to 70% of the total fair value of the Company’s portfolio, (iii) meeting a minimum liquidity test, (iv) meeting a minimum net worth test, and (v) maintaining the Company’s status as a RIC under the Code and as a BDC under the 1940 Act. 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 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 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 the Company. As of March 31, 2023, the Company was in compliance with all covenants of the ING Credit Facility.
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, 2023, the Company had U.S. dollar borrowings of $530.0 million under the ING Credit Facility with an interest rate of 7.009% (with Term SOFR borrowings subject to one month SOFR of 4.759%), borrowings denominated in British pounds sterling of £33.2 million ($41.1 million U.S. dollars) with an interest rate of 6.110% (one month SONIA of 3.960%), borrowings denominated in Euros of €63.5 million ($69.0 million U.S. dollars) with an interest rate of 4.775% (one month EURIBOR of 2.625%) and borrowings denominated in Australian Dollars of A$5.5 million ($3.7 million U.S. dollars) with an interest rate of 5.900% (one month AUD Screen Rate of 3.750%). 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 Statements of Operations.
As of December 31, 2022, the Company had U.S. dollar borrowings of $470.0 million under the ING Credit Facility with an interest rate of 6.571% (with Term SOFR borrowings subject to one month SOFR of 4.321%), borrowings denominated in British pounds sterling of £33.2 million ($39.9 million U.S. dollars) with an interest rate of 5.110% (one month SONIA of 2.960%), borrowings denominated in Euros of €63.5 million ($67.8 million U.S. dollars) with an interest rate of 3.772% (one month EURIBOR of 1.622%) and borrowings denominated in Australian Dollars of A$5.5 million ($3.7 million U.S. dollars) with an interest rate of 5.400% (one month AUD Screen Rate of 3.250%). 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 Consolidated Statements of Operations.
75
Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
As of March 31, 2023, the fair value of the borrowings outstanding under the ING Credit Facility was $643.7 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 was 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 0.75% per year, to the extent the February 2027 Notes 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 stockholders, 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, 2023, the Company was 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”). 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, 2023, the fair value of the February 2027 Notes was $87.3 million. The fair value determinations of the February 2027 Notes were based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.
76
Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
6. DERIVATIVE INSTRUMENTS
The Company enters into forward currency contracts from time to time to primarily help mitigate the impact that an adverse change in foreign exchange rates would have on net interest income from the Company’s investments and related borrowings denominated in foreign currencies. Forward currency contracts are considered undesignated derivative instruments.
The following tables present the Company’s foreign currency forward contracts as of March 31, 2023 and December 31, 2022:
As of March 31, 2023
Description
($ in thousands)
Notional Amount to be PurchasedNotional Amount to be SoldMaturity DateGross Amount of Recognized Assets (Liabilities)Balance Sheet Location of Net Amounts
Foreign currency forward contract (AUD)$26,797A$39,83604/11/23$88 Derivative assets
Foreign currency forward contract (CAD)C$168$12304/11/231 Derivative assets
Foreign currency forward contract (CAD)$4,389C$5,96204/11/23(19)Derivative liabilities
Foreign currency forward contract (DKK)104kr.$1504/11/23— Derivative assets
Foreign currency forward contract (DKK)$5423,770kr.04/11/23(8)Derivative liabilities
Foreign currency forward contract (DKK)$1175kr.04/11/23— Derivative assets
Foreign currency forward contract (EUR)€2,000$2,14204/11/2333 Derivative assets
Foreign currency forward contract (EUR)$91,411€85,55204/11/23(1,632)Derivative liabilities
Foreign currency forward contract (GBP)£1,200$1,47004/11/2314 Derivative assets
Foreign currency forward contract (GBP)$19,375£16,01304/11/23(431)Derivative liabilities
Foreign currency forward contract (NZD)$5,747NZ$9,13904/11/2318 Derivative assets
Foreign currency forward contract (NZD)$115NZ$18404/11/23(1)Derivative liabilities
Foreign currency forward contract (NOK)kr410$3804/11/231 Derivative assets
Foreign currency forward contract (NOK)$1,970kr19,30104/11/23122 Derivative assets
Foreign currency forward contract (NOK)$74kr72504/11/234 Derivative assets
Foreign currency forward contract (CHF)900Fr.$97704/11/239 Derivative assets
Foreign currency forward contract (CHF)$1,9891,822Fr.04/11/23(8)Derivative liabilities
Total$(1,809)
77
Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
As of December 31, 2022
Description
($ in thousands)
Notional Amount to be PurchasedNotional Amount to be SoldMaturity DateGross Amount of Recognized Assets (Liabilities)Balance Sheet Location of Net Amounts
Foreign currency forward contract (AUD)A$39,294$26,33701/09/23$408 Derivative assets
Foreign currency forward contract (AUD)A$2,000$1,37401/09/23(12)Derivative liabilities
Foreign currency forward contract (AUD)$26,835A$41,29401/09/23(1,272)Derivative liabilities
Foreign currency forward contract (AUD)$26,797A$39,83604/11/23(420)Derivative liabilities
Foreign currency forward contract (CAD)C$6,033$4,43501/09/2323 Derivative assets
Foreign currency forward contract (CAD)$4,428C$6,03301/09/23(29)Derivative liabilities
Foreign currency forward contract (CAD)$4,301C$5,84404/11/23(22)Derivative liabilities
Foreign currency forward contract (DKK)3,720kr.$53101/09/234 Derivative assets
Foreign currency forward contract (DKK)$4943,720kr.01/09/23(42)Derivative liabilities
Foreign currency forward contract (DKK)$5423,770kr.04/11/23(4)Derivative liabilities
Foreign currency forward contract (EUR)€83,782$88,96301/09/23711 Derivative assets
Foreign currency forward contract (EUR)$82,670€83,78201/09/23(7,005)Derivative liabilities
Foreign currency forward contract (EUR)$91,411€85,55204/11/23(734)Derivative liabilities
Foreign currency forward contract (GBP)£19,224$23,35201/09/23(132)Derivative liabilities
Foreign currency forward contract (GBP)$21,343£19,22401/09/23(1,878)Derivative liabilities
Foreign currency forward contract (GBP)$19,375£16,01304/11/23(9)Derivative liabilities
Foreign currency forward contract (NZD)NZ$9,080$5,70701/09/2353 Derivative assets
Foreign currency forward contract (NZD)NZ$3,000$1,93601/09/23(33)Derivative liabilities
Foreign currency forward contract (NZD)$6,701NZ$11,73801/09/23(745)Derivative liabilities
Foreign currency forward contract (NZD)$213NZ$34201/09/23(4)Derivative liabilities
Foreign currency forward contract (NZD)$5,747NZ$9,13904/11/23(54)Derivative liabilities
Foreign currency forward contract (NOK)kr19,278$1,96001/09/23— Derivative liabilities
Foreign currency forward contract (NOK)$1,767kr18,89001/09/23(153)Derivative liabilities
Foreign currency forward contract (NOK)$39kr38801/09/23— Derivative liabilities
Foreign currency forward contract (NOK)$1,970kr19,30104/11/23— Derivative liabilities
Foreign currency forward contract (NOK)$74kr72504/11/23— Derivative liabilities
Foreign currency forward contract (CHF)1,423Fr.$1,53701/09/233 Derivative assets
Foreign currency forward contract (CHF)$1,2621,223Fr.01/09/23(62)Derivative liabilities
Foreign currency forward contract (CHF)$206200Fr.01/09/23(10)Derivative liabilities
Foreign currency forward contract (CHF)$1,5521,422Fr.04/11/23(2)Derivative liabilities
Total$(11,420)
As of March 31, 2023 and December 31, 2022, the total fair value of the Company’s foreign currency forward contracts was $(1.8) million and $(11.4) million, respectively. The fair values of the Company’s foreign currency forward contracts are based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
Net realized gains or losses on forward currency contracts are included in “Net realized gains (losses) - foreign currency transactions” in the Company’s Unaudited Consolidated Statements of Operations. Net realized gains or losses on forward contracts recognized by the Company for the three months ended March 31, 2023 and 2022 are shown in the following table:
Three Months EndedThree Months Ended
($ in thousands)March 31, 2023March 31, 2022
Forward currency contracts$(10,175)$246 
78
Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Net unrealized appreciation or depreciation on forward currency contracts are included in “Net unrealized appreciation (depreciation) - foreign currency transactions” in the Company’s Unaudited Consolidated Statements of Operations. Net unrealized appreciation or depreciation on forward contracts recognized by the Company for the three months ended March 31, 2023 and 2022 are shown in the following table:
Three Months EndedThree Months Ended
($ in thousands)March 31, 2023March 31, 2022
Forward currency contracts$9,611 $(218)
7. COMMITMENTS AND CONTINGENCIES
As of both March 31, 2023 and December 31, 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 $95.0 million was from MassMutual. As of both March 31, 2023 and December 31, 2022, all commitments have been funded.
In the normal course of business, the Company is party to financial instruments with off-balance sheet risk, consisting primarily of unused commitments to extend financing to the Company’s portfolio companies. Since commitments may expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements. As of March 31, 2023, the Company believed that it had adequate financial resources to satisfy its unfunded commitments. The balances of unused commitments to extend financing as of March 31, 2023 and December 31, 2022 were as follows:
Portfolio Company
($ in thousands)		Investment TypeMarch 31, 2023December 31, 2022
Accurus Aerospace Corporation(1)(2)Revolver$369 $461 
AlliA Insurance Brokers NV(1)(2)(3)Delayed Draw Term Loan2,055 — 
Amtech LLC(1)Delayed Draw Term Loan909 909 
Amtech LLC(1)Revolver227 182 
AnalytiChem Holding GmbH(1)(2)(3)Bridge Revolver174 171 
APC1 Holding(1)(3)Delayed Draw Term Loan— 354 
Aquavista Watersides 2 LTD(1)(2)(4)Capex / Acquisition Facility645 761 
Arc Education(1)(3)Delayed Draw Term Loan1,934 1,900 
Argus Bidco Limited(1)(2)(4)CAF Term Loan337 395 
Argus Bidco Limited(1)(2)(4)RCF Bridge Term Loan86 84 
ASC Communications, LLCRevolver659 659 
Astra Bidco Limited(1)(4)Delayed Draw Term Loan702 683 
ATL II MRO Holdings Inc.(1)Revolver1,250 1,250 
Avance Clinical Bidco Pty Ltd(1)(5)Delayed Draw Term Loan964 976 
Azalea Buyer, Inc.(1)Delayed Draw Term Loan641 641 
Azalea Buyer, Inc.(1)Revolver321 321 
Bariacum S.A(1)(3)Acquisition Facility652 640 
Beyond Risk Management, Inc.(1)(2)Delayed Draw Term Loan2,423 2,423 
Biolam Group(1)(2)(3)Delayed Draw Term Loan2,768 3,189 
Bounteous, Inc.(1)(2)Delayed Draw Term Loan2,580 2,580 
Brightpay Limited(1)(2)(3)Delayed Draw Term Loan124 122 
BrightSign LLC(1)Revolver— 715 
CAi Software, LLC(1)(2)Revolver707 707 
Canadian Orthodontic Partners Corp.(1)(2)(6)Delayed Draw Term Loan— 106 
Ceres Pharma NV(1)(3)Delayed Draw Term Loan1,472 1,610 
CGI Parent, LLC(1)(2)Revolver1,653 1,653 
Comply365, LLC(1)Revolver556 472 
Coyo Uprising GmbH(1)(3)Delayed Draw Term Loan514 505 
CSL DualCom(1)(4)Capex / Acquisition Term Loan181 177 
79
Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Portfolio Company
($ in thousands)		Investment TypeMarch 31, 2023December 31, 2022
DataServ Integrations, LLC(1)Revolver481 481 
DecksDirect, LLC(1)Revolver218 218 
DISA Holdings Corp.(1)Delayed Draw Term Loan912 912 
DISA Holdings Corp.(1)Revolver286 277 
Dune Group(1)(2)(3)Delayed Draw Term Loan998 980 
Dwyer Instruments, Inc.(1)Delayed Draw Term Loan1,845 1,845 
Eclipse Business Capital, LLC(1)Revolver9,074 8,625 
EMI Porta Holdco LLC(1)(2)Delayed Draw Term Loan3,532 3,532 
EMI Porta Holdco LLC(1)(2)Revolver468 631 
EPS NASS Parent, Inc.(1)Delayed Draw Term Loan187 187 
eShipping, LLC(1)Delayed Draw Term Loan1,923 1,923 
eShipping, LLC(1)Revolver1,122 1,122 
Eurofins Digital Testing International LUX Holding SARL(1)(2)(3)Delayed Draw Term Loan358 352 
Eurofins Digital Testing International LUX Holding SARL(1)(2)(3)Delayed Draw Term Loan1,791 1,759 
Events Software BidCo Pty Ltd(1)(2)Delayed Draw Term Loan640 640 
Express Wash Acquisition Company, LLC(1)(2)Revolver77 77 
Faraday(1)(2)(3)Delayed Draw Term Loan973 
Fineline Technologies, Inc.(1)(2)Delayed Draw Term Loan— 240 
Footco 40 Limited(1)(2)(4)Delayed Draw Term Loan556 766 
Fortis Payment Systems, LLC(1)(2)Delayed Draw Term Loan925 925 
FragilePak LLC(1)Delayed Draw Term Loan3,779 3,779 
GB Eagle Buyer, Inc.(1)(2)Revolver1,936 1,935 
Global Academic Group Limited(1)(7)Term Loan297 301 
GPZN II GmbH(1)(2)(3)CAF Term Loan— 560 
Greenhill II BV(1)(3)Capex Acquisition Facility260 255 
Groupe Product Life(1)(3)Delayed Draw Term Loan449 441 
Gusto Aus BidCo Pty Ltd(1)(5)Delayed Draw Term Loan220 223 
HeartHealth Bidco Pty Ltd(1)(5)Delayed Draw Term Loan309 313 
Heartland Veterinary Partners, LLC(1)(2)Delayed Draw Term Loan95 95 
HEKA Invest(1)(2)(3)Delayed Draw Term Loan565 555 
HTI Technology & Industries(1)(2)Delayed Draw Term Loan1,023 1,023 
HTI Technology & Industries(1)(2)Revolver682 682 
Innovad Group II BV(1)(2)(3)Delayed Draw Term Loan849 834 
INOS 19-090 GmbH(1)(3)Acquisition Facility1,257 1,235 
Interstellar Group B.V.(1)(3)Delayed Draw Term Loan1,334 1,310 
Interstellar Group B.V.(1)(3)Delayed Draw Term Loan56 55 
Isolstar Holding NV (IPCOM)(1)(3)Delayed Draw Term Loan757 744 
ITI Intermodal, Inc.(1)(2)Delayed Draw Term Loan— 103 
ITI Intermodal, Inc.(1)(2)Delayed Draw Term Loan1,959 — 
ITI Intermodal, Inc.(1)(2)Revolver461 118 
Jaguar Merger Sub Inc.(1)Delayed Draw Term Loan— 422 
Jaguar Merger Sub Inc.(1)Revolver— 490 
Jon Bidco Limited(1)(7)Capex & Acquisition Facility424 428 
Jones Fish Hatcheries & Distributors LLC(1)(2)Revolver418 418 
Kano Laboratories LLC(1)Delayed Draw Term Loan1,574 1,574 
Kano Laboratories LLC(1)Delayed Draw Term Loan1,203 1,203 
80
Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Portfolio Company
($ in thousands)		Investment TypeMarch 31, 2023December 31, 2022
Lambir Bidco Limited(1)(2)(3)Delayed Draw Term Loan1,272 1,250 
LeadsOnline, LLC(1)Revolver1,952 1,952 
LivTech Purchaser, Inc.(1)(2)Delayed Draw Term Loan530 530 
Marmoutier Holding B.V.(1)(2)(3)Delayed Draw Term Loan24 24 
Marmoutier Holding B.V.(1)(2)(3)Revolver108 106 
Marshall Excelsior Co.(1)Revolver33 250 
MC Group Ventures Corporation(1)Delayed Draw Term Loan311 311 
Mercell Holding AS(1)(8)Capex Acquisition Facility375 398 
Modern Star Holdings Bidco Pty Limited(1)(2)(5)Term Loan331 335 
Murphy Midco Limited(1)(2)(4)Delayed Draw Term Loan491 553 
Narda Acquisitionco., Inc.(1)(2)Revolver615 615 
NeoxCo(1)(2)(3)Delayed Draw Term Loan489 — 
Nexus Underwriting Management Limited(1)(2)(4)Acquisition Facility685 810 
NF Holdco, LLC(1)(2)Revolver737 — 
Novotech Aus Bidco Pty Ltd(1)(2)Capex & Acquisition Facility1,042 1,042 
NPM Investments 28 BV(1)(3)Delayed Draw Term Loan471 463 
OA Buyer, Inc.(1)Revolver1,331 1,331 
OAC Holdings I Corp(1)Revolver127 303 
Omni Intermediate Holdings, LLC(1)(2)Delayed Draw Term Loan— 2,505 
OSP Hamilton Purchaser, LLC(1)(2)Revolver259 187 
Polara Enterprises, L.L.C.(1)Revolver273 273 
Premium Invest(1)(3)Delayed Draw Term Loan3,694 3,629 
ProfitOptics, LLC(1)Revolver123 194 
Protego Bidco B.V.(1)(2)(3)Delayed Draw Term Loan214 210 
PSP Intermediate 4, LLC(1)(2)(3)Delayed Draw Term Loan740 727 
Qualified Industries, LLC(1)(2)Revolver242 — 
Questel Unite(1)(2)(3)Incremental Term Loan2,813 2,763 
R1 Holdings, LLC(1)Delayed Draw Term Loan910 1,311 
R1 Holdings, LLC(1)Revolver801 801 
Randys Holdings, Inc.(1)(2)Delayed Draw Term Loan3,309 3,309 
Randys Holdings, Inc.(1)(2)Revolver1,135 1,178 
Rep Seko Merger Sub LLC(1)Delayed Draw Term Loan289 362 
Reward Gateway (UK) Ltd(1)(2)(4)Acquisition Facility756 735 
Rocade Holdings LLCPreferred Equity10,000 — 
Royal Buyer, LLC(1)Delayed Draw Term Loan1,041 1,104 
Royal Buyer, LLC(1)Revolver670 670 
Safety Products Holdings, LLC(1)(2)Delayed Draw Term Loan2,451 2,451 
Sanoptis S.A.R.L.(1)(2)(3)Acquisition Capex Facility1,134 2,076 
Sanoptis S.A.R.L.(1)(2)(9)CAF Delayed Draw Term Loan450 — 
SBP Holdings LP(1)(2)Delayed Draw Term Loan735 — 
SBP Holdings LP(1)(2)Revolver444 — 
Scaled Agile, Inc.(1)(2)Delayed Draw Term Loan416 416 
Scaled Agile, Inc.(1)(2)Revolver336 336 
Scout Bidco B.V.(1)(3)Delayed Draw Term Loan1,155 1,135 
Scout Bidco B.V.(1)(3)Revolver524 515 
Sereni Capital NV(1)(2)(3)Delayed Draw Term Loan1,599 — 
Sereni Capital NV(1)(2)(3)Term Loan— 109 
81
Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Portfolio Company
($ in thousands)		Investment TypeMarch 31, 2023December 31, 2022
Smartling, Inc.(1)(2)Delayed Draw Term Loan1,176 1,176 
Smartling, Inc.(1)(2)Revolver588 588 
Soho Square III Debtco II SARL(1)(4)Delayed Draw Term Loan2,318 2,255 
Solo Buyer, L.P.(1)(2)Revolver1,197 1,197 
Sparus Holdings, LLC (f/k/a Sparus Holdings, Inc.)(1)Delayed Draw Term Loan399 666 
Sparus Holdings, LLC (f/k/a Sparus Holdings, Inc.)(1)Revolver141 156 
Spatial Business Systems LLC(1)Delayed Draw Term Loan3,750 3,750 
Spatial Business Systems LLC(1)Revolver703 703 
SSCP Pegasus Midco Limited(1)(4)Delayed Draw Term Loan1,730 1,683 
Superjet Buyer, LLC(1)Revolver1,460 1,460 
Syntax Systems Ltd(1)(2)Delayed Draw Term Loan1,142 1,142 
Syntax Systems Ltd(1)(2)Revolver119 199 
Tank Holding Corp(1)Revolver469 545 
Tanqueray Bidco Limited(1)(2)(4)Capex Facility1,118 1,088 
Techone B.V.(1)(3)Revolver93 61 
Tencarva Machinery Company, LLC(1)Revolver752 752 
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)(1)Delayed Draw Term Loan2,707 2,707 
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)(1)Revolver796 796 
The Cleaver-Brooks Company, Inc.(1)Revolver1,615 1,413 
Trader Corporation(1)(6)Revolver173 173 
TSYL Corporate Buyer, Inc.(1)Delayed Draw Term Loan1,681 1,681 
TSYL Corporate Buyer, Inc.(1)Revolver177 177 
Turbo Buyer, Inc.(1)(2)Delayed Draw Term Loan974 974 
Union Bidco Limited(1)(2)(4)Acquisition Facility80 78 
United Therapy Holding III GmbH(1)(2)(3)Acquisition Facility672 1,170 
Unither (Uniholding)(1)(2)(3)Delayed Draw Term Loan471 — 
W2O Holdings, Inc.(1)(2)Delayed Draw Term Loan234 — 
W2O Holdings, Inc.(1)(2)Delayed Draw Term Loan— 1,060 
Waccamaw River(2)Joint Venture2,480 2,480 
Whitcraft Holdings, Inc.(1)(2)Revolver943 — 
Woodland Foods, LLC(1)(2)Line of Credit213 213 
WWEC Holdings III Corp(1)(2)Delayed Draw Term Loan1,165 1,165 
WWEC Holdings III Corp(1)(2)Revolver512 512 
Xeinadin Bidco Limited(1)(4)CAF Term Loan2,438 2,372 
ZB Holdco LLC(1)Delayed Draw Term Loan— 676 
ZB Holdco LLC(1)Revolver423 423 
Zeppelin Bidco Limited(1)(2)(4)Capex / Acquisition Facility1,293 1,258 
Total unused commitments to extend financing$154,815 $143,252 
(1)The Adviser’s estimate of the fair value of the current investments in these portfolio companies includes an analysis of the fair value of any unfunded commitments.
(2)Represents a commitment to extend financing to a portfolio company where one or more of the Company’s current investments in the portfolio company are carried at less than cost.
(3)Actual commitment amount is denominated in Euros. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(4)Actual commitment amount is denominated in British pounds sterling. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(5)Actual commitment amount is denominated in Australian dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(6)Actual commitment amount is denominated in Canadian dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
82
Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
(7)Actual commitment amount is denominated in New Zealand dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(8)Actual commitment amount is denominated in Norwegian Kroner. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(9)Actual commitment amount is denominated in Swiss francs. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
8. FINANCIAL HIGHLIGHTS
The following is a schedule of financial highlights for the three months ended March 31, 2023 and 2022:
Three Months Ended March 31,
($ in thousands, except share and per share amounts)20232022
Per share data:
Net asset value at beginning of period$21.66 $22.43 
Net investment income (1)0.68 0.48 
Net realized gain (loss) on investments / foreign currency transactions (1)(0.35)0.13 
Net unrealized appreciation (depreciation) on investments / foreign currency transactions (1)0.59 0.11 
Total increase from investment operations (1)0.92 0.72 
Dividends paid to stockholders from net investment income(0.57)(0.44)
Dividends paid to stockholders from short-term realized gains(0.03)(0.07)
Total dividends declared(0.60)(0.51)
Loss on extinguishment of debt (1)— (0.01)
Net asset value at end of period$21.98 $22.63 
Shares outstanding at end of period28,142,612 26,939,328
Net assets at end of period$618,439 $609,599
Average net assets$609,288 $487,448
Ratio of total expenses to average net assets (annualized) (2)10.09 %6.14 %
Ratio of net investment income to average net assets (annualized) (2)12.39 %9.71 %
Portfolio turnover ratio (annualized)1.83 %0.36 %
Total return (3)4.29 %3.19 %
(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)Does not include expenses of underlying investment companies, including joint ventures.
(3)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
On May 4, 2023, the Board declared a quarterly dividend of $0.62 per share payable on June 14, 2023 to holders of record as of May 31, 2023.

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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 months ended March 31, 2023, 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, 2022. 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, 2022 and in Item 1A entitled “Risk Factors” in Part II of our subsequently filed Quarterly Reports on Form 10-Q or in other reports that we may file with the Securities and Exchange Commission (the “SEC”) from time to time. 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, including the risks of a slowing economy, rising inflation and risk of recession, and volatility in the financial services sector, including bank failures; the interest rate environment or conditions affecting the financial and capital markets; the impact of global health crises, on our or our portfolio companies’ business and the U.S. and global economy; our, or our portfolio companies’, future business, operations, operating results or prospects; 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 or our portfolio companies’ 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, or 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 and management services pursuant to the terms of an investment advisory agreement (the “Advisory Agreement”) and an administration agreement (the “Administration Agreement”).
Our primary 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 hold 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 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
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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 focus on investing primarily in senior secured private debt instruments in well-established middle-market businesses that operate across a wide range of industries. To a lesser extent, we will invest in equity, special situations, structured credit (e.g., private asset-backed securities), syndicated loan opportunities and/or mortgage 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 Secured Overnight Financing Rate (“SOFR”) (or the applicable currency rate for investments in foreign currencies) plus 475 basis points and SOFR plus 675 basis points per annum.
As of March 31, 2023 and December 31, 2022, the weighted average yield on the principal amount of our outstanding debt investments other than non-accrual debt investments was approximately 10.3% and 10.0%, respectively. The weighted average yield on the principal amount of all of our outstanding debt investments (including non-accrual debt investments) was approximately 10.1% and 9.8% as of March 31, 2023 and December 31, 2022, respectively.
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’ $281.6 billion Global Fixed Income Platform (as of March 31, 2023) 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, 2023, BIIL had approximately £15.9 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 (in its capacity as our Administrator) 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.
Included in Barings GPFG is Barings North American Private Finance Team (the “U.S. Investment Team”), which consists of 51 investment professionals (as of March 31, 2023) located in three offices in the U.S. The U.S. Investment Team provides a full set of solutions to the North American middle market, including revolvers, first and second lien senior secured loans, unitranche structures, mezzanine debt and equity co-investments. The U.S. Investment Team averages over 20 years of
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industry experience at the Managing Director and Director level. In addition, Barings believes that it has best-in-class support personnel, including expertise in risk management, legal, accounting, tax, information technology and compliance, among others. We expect to benefit from the support provided by these personnel in our operations.
Portfolio Composition
The total value of our investment portfolio was $1,324.9 million as of March 31, 2023, as compared to $1,233.4 million as of December 31, 2022. As of March 31, 2023, we had investments in 237 portfolio companies with an aggregate cost of $1,343.4 million. As of December 31, 2022, we had investments in 228 portfolio companies with an aggregate cost of $1,261.6 million. As of both March 31, 2023 and December 31, 2022, none of our portfolio investments represented greater than 10% of the total fair value of our investment portfolio.
As of March 31, 2023 and December 31, 2022, our investment portfolio consisted of the following investments:
($ in thousands)CostPercentage of
Total
Portfolio		Fair ValuePercentage of
Total
Portfolio
March 31, 2023:
Senior debt and 1st lien notes
$989,709 74 %$962,148 73 %
Subordinated debt and 2nd lien notes
129,128 10 126,084 10 
Structured products31,186 2 27,687 2 
Equity shares141,111 10 165,304 12 
Equity warrants70 — 491 — 
Investments in joint ventures52,208 4 43,193 3 
$1,343,412 100 %$1,324,907 100 %
($ in thousands)CostPercentage of
Total Portfolio		Fair ValuePercentage of
Total Portfolio
December 31, 2022:
Senior debt and 1st lien notes
$950,985 75 %$920,219 75 
Subordinated debt and 2nd lien notes
127,970 10 123,244 10 
Structured products32,015 3 28,321 2 
Equity shares94,592 8 113,666 9 
Equity warrants70 — 476 — 
Investments in joint ventures55,971 4 47,479 4 
$1,261,603 100 %$1,233,405 100 %
Investment Activity
During the three months ended March 31, 2023, we made 10 new investments totaling $36.7 million, made investments in existing portfolio companies totaling $19.8 million and made a $45.0 million equity co-investment alongside certain affiliates in a portfolio company that specializes in providing financing to plaintiff law firms engaged in mass tort and other civil litigation. We had two loans repaid at par totaling $10.1 million and received $7.3 million of portfolio company principal payments and sales proceeds, recognizing a net realized loss on these transactions of $0.2 million. Finally, we received $3.8 million of return of capital from one of our joint ventures.
During the three months ended March 31, 2022, we made 21 new investments totaling $127.8 million, made investments in existing portfolio companies totaling $15.9 million and made additional investments in joint venture equity portfolio companies totaling $8.7 million. We received $2.0 million of portfolio company principal payments and sold $0.2 million of loans, recognizing a net realized gain on these transactions of $0.2 million.
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Total portfolio investment activity for the three months ended March 31, 2023 and 2022 was as follows:
Three Months Ended
March 31, 2023:
($ in thousands)
Senior Debt
and 1st Lien
Notes
Subordinated Debt and 2nd Lien Notes
Structured ProductsEquity
Shares		Equity
Warrants		Investments in Joint VenturesTotal
Fair value, beginning of period$920,219 $123,244 $28,321 $113,666 $476 $47,479 $1,233,405 
New investments54,252 683 — 46,519 — — 101,454 
Proceeds from sales of investments / return of capital— — — — — (3,763)(3,763)
Loan origination fees received(1,495)(20)— — — — (1,515)
Principal repayments received(16,187)(449)(833)— — — (17,469)
Payment-in-kind interest/dividends1,038 826 — — — — 1,864 
Accretion of loan premium/discount282 49 3 — — — 334 
Accretion of deferred loan origination revenue1,059 70 — — — — 1,129 
Realized gain (loss)(224)— — — — — (224)
Unrealized appreciation (depreciation)3,204 1,681 196 5,119 15 (523)9,692 
Fair value, end of period$962,148 $126,084 $27,687 $165,304 $491 $43,193 $1,324,907 
Three Months Ended
March 31, 2022:
($ in thousands)
Senior Debt
and 1st Lien
Notes
Subordinated Debt and 2nd Lien Notes
Structured ProductsEquity
Shares		Equity
Warrants		Investments in Joint VenturesTotal
Fair value, beginning of period$620,928 $92,297 $30,900 $59,601 $163 $61,253 $865,142 
New investments130,953 5,811 — 6,990 — 8,731 152,485 
Proceeds from sales of investments(276)— — — — — (276)
Loan origination fees received(2,711)18 — — — — (2,693)
Principal repayments received(1,532)— (478)— — — (2,010)
Payment-in-kind interest/dividends668 210 — — — — 878 
Accretion of loan premium/ discount219 36 3 — — — 258 
Accretion of deferred loan origination revenue675 35 — — — — 710 
Realized gain (loss)229 — — — — — 229 
Unrealized appreciation (depreciation)(4,262)(1,138)(970)12,606 (107)(3,687)2,442 
Fair value, end of period$744,891 $97,269 $29,455 $79,197 $56 $66,297 $1,017,165 
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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 March 31, 2023, we had two portfolio companies with investments on non-accrual, the fair value of which was $9.9 million, which comprised 0.7% of the total fair value our portfolio, and the cost of which was $19.3 million, which comprised of 1.4% of the total cost of our portfolio. As of December 31, 2022, we had one portfolio company with investments on non-accrual, the fair value of which was $6.5 million, which comprised 0.5% of the total fair value of our portfolio, and the cost of which was $17.4 million, which comprised 1.4% of the total cost of our portfolio.
A summary of our non-accrual assets as of March 31, 2023 is provided below.
Core Scientific, Inc.
During the quarter ended December 31, 2022, we placed our debt investment in Core Scientific, Inc., or Core Scientific, on non-accrual status effective with the monthly payment due October 31, 2022. As a result, under U.S. GAAP, we will not recognize interest income on our debt investment in Core Scientific for financial reporting purposes. As of March 31, 2023, the cost of our debt investment in Core Scientific was $17.4 million and the fair value of such investment was $8.8 million.
Serta Simmons Bedding LLC
During the quarter ended March 31, 2023, we placed our debt investment in Serta Simmons Bedding LLC, or Serta Simmons on non-accrual status effective with the quarterly payment due on March 31, 2023. As a result, under U.S. GAAP, we will not recognize interest income on our debt investment in Serta Simmons for financial reporting purposes. As of March 31, 2023, the cost of our debt investment in Serta Simmons was $1.9 million and the fair value of such investment was $1.1 million.
Results of Operations
Comparison of the three months ended March 31, 2023 and 2022
Operating results for the three months ended March 31, 2023 and 2022 were as follows:
Three Months EndedThree Months Ended
($ in thousands)March 31,
2023		March 31,
2022
Total investment income$34,239 $19,320 
Total operating expenses15,344 7,304 
Net investment income before taxes18,895 12,016 
Income taxes, including excise tax expense24 — 
Net investment income after taxes18,871 12,016 
Net realized gains (losses)(9,932)2,917 
Net unrealized appreciation (depreciation)16,554 2,331 
Net realized gains (losses) and unrealized appreciation (depreciation) on investments and foreign currency borrowings6,622 5,248 
Loss on extinguishment of debt— (181)
Net increase in net assets resulting from operations$25,493 $17,083 
Net increases (decreases) in net assets resulting from operations can vary substantially from period to period due to various factors, including recognition of realized gains and losses and unrealized appreciation and depreciation. As a result, comparisons of net changes in net assets resulting from operations may not be meaningful.
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Investment Income
Three Months EndedThree Months Ended
($ in thousands)March 31,
2023		March 31,
2022
Investment income:
Interest income$27,320 $13,379 
Dividend income3,479 3,790 
Fee and other income1,686 1,016 
Payment-in-kind interest income1,743 1,135 
Interest income from cash11 — 
Total investment income$34,239 $19,320 
The change in total investment income for the three months ended March 31, 2023, as compared to the three months ended March 31, 2022, was primarily due to an increase in the weighted average yield on the portfolio from higher base rates, an increase in the average size of our portfolio, 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 weighted average yield on the principal amount of our outstanding debt investments, other than non-accrual debt investments, was 10.3% as of March 31, 2023, as compared to 7.0% as of March 31, 2022. The amount of our outstanding debt investments was $1,167.3 million as of March 31, 2023, as compared to $889.9 million as of March 31, 2022. The increase in the average size of our portfolio was largely due to increased middle-market investment and special situation investment opportunities. For the three months ended March 31, 2023, dividends from portfolio companies and joint venture investments were $3.5 million, compared to $3.8 million for the three months ended March 31, 2022. For the three months ended March 31, 2023, acceleration of unamortized OID income and unamortized loan origination fee totaled $0.3 million, as compared to nil for the three months ended March 31, 2022. For the three months ended March 31, 2023, PIK interest income was $1.7 million, as compared to $1.1 million for the three months ended March 31, 2022.
Operating Expenses
Three Months EndedThree Months Ended
($ in thousands)March 31,
2023		March 31,
2022
Operating expenses:
Interest and other financing fees$11,293 $3,751 
Base management fee486 355 
Incentive fee2,699 2,323 
Professional fees232 216 
Directors fees60 75 
Custody and administrative fees182 193 
Other general and administrative expenses392 391 
Total operating expenses$15,344 $7,304 
Interest and Other Financing Fees
Interest and other financing fees during the three months ended March 31, 2023 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 three months ended March 31, 2022 were attributable to borrowings under the February 2027 Notes, the September 2020 Subscription Facility (as defined below under “Financial Condition, Liquidity and Capital Resources”) and the ING Credit Facility. The increase in interest and other financing fees for the three months ended March 31, 2023 as compared to the three months ended March 31, 2022, was primarily attributable to increased borrowings under the ING Credit Facility and an increase in the weighted average interest rate on the ING Credit Facility. The weighted average interest on the ING Credit Facility was 6.7% as of March 31, 2023, as compared to 2.5% as of March 31, 2022.
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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 nine months ended September 30,March 31, 2023 and 2022, the amount of base management fee incurred was $0.4 million and $1.2 million, respectively. For the three and nine months ended September 30, 2021, the amount of base management fee incurred was $0.2$0.5 million and $0.4 million, respectively.
Incentive Fees
Under the Advisory Agreement, we pay Barings an incentive fee. The incentive fee consists of two parts: (i) an incentive feeIncome-Based Fee based on pre-incentive fee net investment income (the “Income-Based Fee”) and (ii) an incentive feea Capital Gains 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”).gains. 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 nine months ended September 30,March 31, 2023, the amount of Income-Based Fee incurred was $2.7 million, and we did not accrue any Capital Gains Fee. For the three months ended March 31, 2022, the amount of Income-Based Fee incurred was $2.2$1.8 million, and $6.1 million, respectively, and we reduced the Capital Gains Fee accrual by $31,904 and $1.2 million, respectively. For the three and nine months ended September 30, 2021, the amount of Income-Based Fee incurred was $1.1 million and $2.2 million, respectively, and we accrued $0.1$0.5 million and $0.8 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.
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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 both the three and nine months ended September 30,March 31, 2023 and 2022, the amount of administration expense incurred and invoiced by Barings for expenses was approximately $0.3 millionmillion. In addition to expenses incurred under the Administration Agreement, other general and $1.0 million, respectively. For the threeadministrative expenses include D&O insurance costs and nine months ended September 30, 2021, the amount of administration expense incurred and invoiced by Barings for expenses was approximately $0.2 million and $0.6 million, respectively.other costs related to our operations.
Net Realized Gains (Losses)
Net realized gains (losses) during the three and nine months ended September 30,March 31, 2023 and 2022 and 2021 were as follows:
Three Months EndedThree Months EndedNine Months EndedNine Months EndedThree Months EndedThree Months Ended
($ in thousands)($ in thousands)September 30,
2022		September 30,
2021		September 30,
2022		September 30,
2021		($ in thousands)March 31,
2023		March 31,
2022
Net realized gains (losses):Net realized gains (losses):Net realized gains (losses):
Non-Control / Non-Affiliate investmentsNon-Control / Non-Affiliate investments$(3,591)$(431)$(5,228)$864 Non-Control / Non-Affiliate investments$(224)$190 
Affiliate investmentsAffiliate investments— — 39 — Affiliate investments— 39 
Net realized gains (losses) on investmentsNet realized gains (losses) on investments(3,591)(431)(5,189)864 Net realized gains (losses) on investments(224)229 
Foreign currency transactionsForeign currency transactions5,852 $(1,401)9,902 (1,228)Foreign currency transactions(9,708)$2,688 
Net realized gains (losses)Net realized gains (losses)$2,261 $(1,832)$4,713 $(364)Net realized gains (losses)$(9,932)$2,917 
For the three months ended September 30,March 31, 2023, we recognized net realized losses totaling $9.9 million, which consisted primarily of a net loss on foreign currency transactions of $9.7 million and a net loss on our loan portfolio of $0.2 million. For
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the three months ended March 31, 2022, we recognized net realized gains totaling $2.3$2.9 million, which consisted primarily of a net gain on foreign currency transactions of $5.9 million, partially offset by a net loss on our loan portfolio of $3.6 million. For the nine months ended September 30, 2022, we recognized net realized gains totaling $4.7$0.2 million which consisted primarily ofand a net gain on foreign currency transactions of $9.9 million, partially offset by a net loss on our loan portfolio of $5.2 million.
For the three months ended September 30, 2021, we recognized net realized losses totaling $1.8 million, which consisted primarily of a net loss on our loan portfolio of $0.4 million and a net loss on foreign currency transactions of $1.4 million. For the nine months ended September 30, 2021, we recognized net realized losses totaling $0.4 million, which consisted of a net loss on foreign currency transactions of $1.2 million, partially offset by a net gain on our loan portfolio of $0.9$2.7 million.
Net Unrealized Appreciation (Depreciation)
Net unrealized appreciation (depreciation) during the three and ninethree months ended September 30,March 31, 2023 and 2022 and 2021 waswere as follows:
Three Months EndedThree Months EndedNine Months EndedNine Months Ended
($ in thousands)September 30,
2022		September 30,
2021		September 30,
2022		September 30,
2021
Net unrealized appreciation (depreciation)
Non-Control / Non-Affiliate investments$(15,518)$(2,167)$(45,636)$768 
Affiliate investments2,863 549 8,075 240 
Net unrealized appreciation (depreciation) on investments(12,655)(1,618)(37,561)1,008 
Foreign currency transactions10,139 4,232 24,468 5,549 
Net unrealized appreciation (depreciation)$(2,516)$2,614 $(13,093)$6,557 
Three Months EndedThree Months Ended
($ in thousands)March 31,
2023		March 31,
2022
Net unrealized appreciation (depreciation)
Non-Control / Non-Affiliate investments$6,125 $(6,546)
Affiliate investments3,452 8,912 
Net unrealized appreciation (depreciation) on investments9,577 2,366 
Foreign currency transactions6,977 (35)
Net unrealized appreciation (depreciation)$16,554 $2,331 
During the three months ended September 30, 2022,March 31, 2023, we recorded net unrealized depreciationappreciation totaling $2.5$16.6 million, consisting of net unrealized depreciationappreciation on our current portfolio of $16.9$9.3 million, partially offset by net unrealized appreciation related to foreign currency transactions of $10.1$7.0 million and net unrealized appreciation reclassification adjustments of $4.2 million related to realized gains and losses recognized during the year. The net unrealized depreciation on our current portfolio of $16.9 million was driven primarily by the impact of foreign currency exchange rates on investments of $14.3 million and
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broad market moves for investments of $8.0 million, partially offset by the credit or fundamental performance of investments of $5.4 million.
During the nine months ended September 30, 2022, we recorded net unrealized depreciation totaling $13.1 million, consisting of net unrealized depreciation on our current portfolio of $40.7 million and deferred tax liability of $0.2 million, partially offset by net unrealized appreciation related to foreign currency transactions of $24.5 million and net unrealized appreciation reclassification adjustments of $3.4 million related to realized gains and losses recognized during the year. The net unrealized depreciation on our current portfolio of $40.7 million was driven primarily by the impact of foreign currency exchange rates on investments of $31.0 million and broad market moves for investments of $28.2 million, partially offset by the credit or fundamental performance of investments of $18.5 million.
During the three months ended September 30, 2021, we recorded net unrealized appreciation totaling $2.6 million, consisting of net unrealized appreciation related to foreign currency transactions of $4.2 million and net unrealized appreciation reclassification adjustments of $0.1$0.4 million related to realized gains and losses recognized during the year, partially offset by deferred taxes of $0.1 million. The net unrealized depreciationappreciation on our current portfolio of $1.6 million. The net unrealized depreciation on our current portfolio of $1.6$9.3 million was driven primarily by the credit or fundamental performance of investments of $4.9 million, the impact of foreign currency exchange rates on investments of $3.0$3.8 million partially offset byand broad market moves for investments of $1.1 million and the credit or fundamental performance of investments of $0.2$0.6 million.
During the ninethree months ended September 30, 2021,March 31, 2022, we recorded net unrealized appreciation totaling $6.6$2.3 million, consisting of net unrealized appreciation on our current portfolio of $2.3 million and net unrealized appreciation related to foreign currency transactions of $5.5$2.6 million, partially offset by net unrealized depreciation reclassification adjustments of $1.2$0.2 million related to realized gains and losses recognized during the year. The net unrealized appreciation on our current portfolio of $2.3$2.6 million was driven primarily by broad market moves for investments of $6.8 million and the credit or fundamental performance of investments of $0.3$12.5 million, partially offset by the impact of foreign currency exchange rates on investments of $4.8$2.8 million and broad market moves for investments of $7.1 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 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 190.9%183.4% as of September 30, 2022.March 31, 2023.
Cash FlowsFebruary 2027 Notes
ForOn February 22, 2022, the nine months ended SeptemberCompany 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 was required to obtain an initial rating by June 30, 2022, we experiencedhave a net increase in cash infixed interest rate of 4.75% per year, subject to a step up of 0.75% per year, to the amount of $80.0 million. During that period, our operating activities used $244.0 million in cash, consisting primarily of purchases of portfolio investments of $442.1 million, partially offset by proceeds from sales of portfolio investments totaling $160.2 million. In addition, our financing activities provided $324.0 million of cash, consisting primarily of net proceeds from the issuanceextent the February 2027 Notes of $99.9 million, net borrowings underfail 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 ING Credit Facility totaling $199.6 million and proceeds fromCompany in accordance with the issuance of common stock of $113.9 million, partially offset by repaymentterms of the September 2020 Subscription Facility totaling $66.4 millionFebruary 2022 NPA. Interest on the February 2027 Notes will be due semiannually in February and dividends paidAugust of each year, beginning in the amount of $22.1 million. As of September 30, 2022, we had $125.0 million of cash on hand, including foreign currencies.
For the nine months ended September 30, 2021, we experienced a net increase in cash in the amount of $12.2 million. During that period, our operating activities used $484.4 million in cash, consisting primarily of purchases of portfolio investments of $620.0 million and purchases of short-term investments of $187.9 million, partially offset by proceeds from sales of portfolio investments totaling $151.2 million and sales of short-term investments of $154.0 million.August 2022. In addition, our financing activities provided $496.6 millionthe 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 primarilyprepayment) if certain change in control events occur. Subject to the terms of net borrowings under the September 2020 Subscription Facility andFebruary 2022 NPA, the ING Credit Facility totaling $283.0 million and proceeds fromCompany may redeem the issuance of common stock of $219.8 million, partially offset by dividends paidFebruary 2027 Notes in the amount of $6.2 million. As of September 30, 2021, we had $18.7 million of cash on hand, including foreign currencies.
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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 lenderswhole or in part at any time or from time to time party thereto. 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 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 toFebruary 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 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 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 membersaffiliates, fundamental changes, changes of the Federal Reserve System arranged by Federal funds brokers (the “Federal Funds Rate”) the greaterline of (a) the Prime Rate plus 185 basis pointsbusiness, liens, restricted payments, 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.investments. In addition, we and the administrative agent, forFebruary 2022 NPA contains the benefitfollowing 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 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.
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
82

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. Subsequent to quarter-end, we amended the ING Credit Facility to increase total commitments from lenders to $710.0 million from $625.0 million.
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 scheduledincurrence 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 stockholders, 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 SOFR 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.
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 to portfolio companies, or (b) 167% or 200% at specified concentrations of such assets at amounts less than or equal to 70% of the total fair value of our portfolio, (iii) meeting a minimum liquidity test, (iv) meeting a minimum net worth test, and (v) maintaining our status as a regulated investment company (“RIC”) under the Internal Revenue Code of 1986, as amended (the “Code”), and as a BDCCompany under the 1940 Act. 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 ING Credit FacilityFebruary 2022 NPA also contains customary events of default with customary cure and notice provisions,periods, including, without limitation, nonpayment, misrepresentation of representations and warrantiesincorrect 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 changejudgements and orders, and certain events of control events, andbankruptcy. 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 lendersCompany’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 infuture unsecured unsubordinated indebtedness issued by the performance of investment banking, financial advisory or other services for us.Company. As of September 30, 2022, we wereMarch 31, 2023, the Company was 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 ING Credit Facility.
We, oneSecurities 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 agentsSecurities 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 underan 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 allregistration requirements of our and our subsidiary guarantors’ present and future property and assets.the Securities Act, as applicable.
As of September 30, 2022, we had U.S. dollar borrowingsMarch 31, 2023, the fair value of $470.0 million under the ING Credit Facility withFebruary 2027 Notes was $87.3 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.
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Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
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 5.326% (with Term SOFR borrowings subject to one month SOFR of 3.076%), borrowings denominated in British pounds sterling of £33.2 million ($37.1 million U.S. dollars) with an interest rate of 3.873% (one month SONIA of 1.723%), borrowings denominated in Euros of €63.5 million ($62.2 million U.S. dollars) with an interest rate of 2.518% (one month EURIBOR of 0.368%)income from the Company’s investments and borrowings denominated in Australian Dollars of A$5.5 million ($3.5 million U.S. dollars) with an interest rate of 4.713% (one month AUD Screen Rate of 2.563%). Therelated borrowings denominated in foreign currenciescurrencies. Forward currency contracts are considered undesignated derivative instruments.
The following tables present the Company’s foreign currency forward contracts as of March 31, 2023 and December 31, 2022:
As of March 31, 2023
Description
($ in thousands)
Notional Amount to be PurchasedNotional Amount to be SoldMaturity DateGross Amount of Recognized Assets (Liabilities)Balance Sheet Location of Net Amounts
Foreign currency forward contract (AUD)$26,797A$39,83604/11/23$88 Derivative assets
Foreign currency forward contract (CAD)C$168$12304/11/231 Derivative assets
Foreign currency forward contract (CAD)$4,389C$5,96204/11/23(19)Derivative liabilities
Foreign currency forward contract (DKK)104kr.$1504/11/23— Derivative assets
Foreign currency forward contract (DKK)$5423,770kr.04/11/23(8)Derivative liabilities
Foreign currency forward contract (DKK)$1175kr.04/11/23— Derivative assets
Foreign currency forward contract (EUR)€2,000$2,14204/11/2333 Derivative assets
Foreign currency forward contract (EUR)$91,411€85,55204/11/23(1,632)Derivative liabilities
Foreign currency forward contract (GBP)£1,200$1,47004/11/2314 Derivative assets
Foreign currency forward contract (GBP)$19,375£16,01304/11/23(431)Derivative liabilities
Foreign currency forward contract (NZD)$5,747NZ$9,13904/11/2318 Derivative assets
Foreign currency forward contract (NZD)$115NZ$18404/11/23(1)Derivative liabilities
Foreign currency forward contract (NOK)kr410$3804/11/231 Derivative assets
Foreign currency forward contract (NOK)$1,970kr19,30104/11/23122 Derivative assets
Foreign currency forward contract (NOK)$74kr72504/11/234 Derivative assets
Foreign currency forward contract (CHF)900Fr.$97704/11/239 Derivative assets
Foreign currency forward contract (CHF)$1,9891,822Fr.04/11/23(8)Derivative liabilities
Total$(1,809)
77
Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
As of December 31, 2022
Description
($ in thousands)
Notional Amount to be PurchasedNotional Amount to be SoldMaturity DateGross Amount of Recognized Assets (Liabilities)Balance Sheet Location of Net Amounts
Foreign currency forward contract (AUD)A$39,294$26,33701/09/23$408 Derivative assets
Foreign currency forward contract (AUD)A$2,000$1,37401/09/23(12)Derivative liabilities
Foreign currency forward contract (AUD)$26,835A$41,29401/09/23(1,272)Derivative liabilities
Foreign currency forward contract (AUD)$26,797A$39,83604/11/23(420)Derivative liabilities
Foreign currency forward contract (CAD)C$6,033$4,43501/09/2323 Derivative assets
Foreign currency forward contract (CAD)$4,428C$6,03301/09/23(29)Derivative liabilities
Foreign currency forward contract (CAD)$4,301C$5,84404/11/23(22)Derivative liabilities
Foreign currency forward contract (DKK)3,720kr.$53101/09/234 Derivative assets
Foreign currency forward contract (DKK)$4943,720kr.01/09/23(42)Derivative liabilities
Foreign currency forward contract (DKK)$5423,770kr.04/11/23(4)Derivative liabilities
Foreign currency forward contract (EUR)€83,782$88,96301/09/23711 Derivative assets
Foreign currency forward contract (EUR)$82,670€83,78201/09/23(7,005)Derivative liabilities
Foreign currency forward contract (EUR)$91,411€85,55204/11/23(734)Derivative liabilities
Foreign currency forward contract (GBP)£19,224$23,35201/09/23(132)Derivative liabilities
Foreign currency forward contract (GBP)$21,343£19,22401/09/23(1,878)Derivative liabilities
Foreign currency forward contract (GBP)$19,375£16,01304/11/23(9)Derivative liabilities
Foreign currency forward contract (NZD)NZ$9,080$5,70701/09/2353 Derivative assets
Foreign currency forward contract (NZD)NZ$3,000$1,93601/09/23(33)Derivative liabilities
Foreign currency forward contract (NZD)$6,701NZ$11,73801/09/23(745)Derivative liabilities
Foreign currency forward contract (NZD)$213NZ$34201/09/23(4)Derivative liabilities
Foreign currency forward contract (NZD)$5,747NZ$9,13904/11/23(54)Derivative liabilities
Foreign currency forward contract (NOK)kr19,278$1,96001/09/23— Derivative liabilities
Foreign currency forward contract (NOK)$1,767kr18,89001/09/23(153)Derivative liabilities
Foreign currency forward contract (NOK)$39kr38801/09/23— Derivative liabilities
Foreign currency forward contract (NOK)$1,970kr19,30104/11/23— Derivative liabilities
Foreign currency forward contract (NOK)$74kr72504/11/23— Derivative liabilities
Foreign currency forward contract (CHF)1,423Fr.$1,53701/09/233 Derivative assets
Foreign currency forward contract (CHF)$1,2621,223Fr.01/09/23(62)Derivative liabilities
Foreign currency forward contract (CHF)$206200Fr.01/09/23(10)Derivative liabilities
Foreign currency forward contract (CHF)$1,5521,422Fr.04/11/23(2)Derivative liabilities
Total$(11,420)
As of March 31, 2023 and December 31, 2022, the total fair value of the Company’s foreign currency forward contracts was $(1.8) million and $(11.4) million, respectively. The fair values of the Company’s foreign currency forward contracts are based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
Net realized gains or losses on forward currency contracts are included in “Net realized gains (losses) - foreign currency transactions” in the Company’s Unaudited Consolidated Statements of Operations. Net realized gains or losses on forward contracts recognized by the Company for the three months ended March 31, 2023 and 2022 are shown in the following table:
Three Months EndedThree Months Ended
($ in thousands)March 31, 2023March 31, 2022
Forward currency contracts$(10,175)$246 
78
Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Net unrealized appreciation or depreciation on forward currency contracts are included in “Net unrealized appreciation (depreciation) - foreign currency transactions” in the Company’s Unaudited Consolidated Statements of Operations. Net unrealized appreciation or depreciation on forward contracts recognized by the Company for the three months ended March 31, 2023 and 2022 are shown in the following table:
Three Months EndedThree Months Ended
($ in thousands)March 31, 2023March 31, 2022
Forward currency contracts$9,611 $(218)
7. COMMITMENTS AND CONTINGENCIES
As of both March 31, 2023 and December 31, 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 $95.0 million was from MassMutual. As of both March 31, 2023 and December 31, 2022, all commitments have been funded.
In the normal course of business, the Company is party to financial instruments with off-balance sheet risk, consisting primarily of unused commitments to extend financing to the Company’s portfolio companies. Since commitments may expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements. As of March 31, 2023, the Company believed that it had adequate financial resources to satisfy its unfunded commitments. The balances of unused commitments to extend financing as of March 31, 2023 and December 31, 2022 were as follows:
Portfolio Company
($ in thousands)		Investment TypeMarch 31, 2023December 31, 2022
Accurus Aerospace Corporation(1)(2)Revolver$369 $461 
AlliA Insurance Brokers NV(1)(2)(3)Delayed Draw Term Loan2,055 — 
Amtech LLC(1)Delayed Draw Term Loan909 909 
Amtech LLC(1)Revolver227 182 
AnalytiChem Holding GmbH(1)(2)(3)Bridge Revolver174 171 
APC1 Holding(1)(3)Delayed Draw Term Loan— 354 
Aquavista Watersides 2 LTD(1)(2)(4)Capex / Acquisition Facility645 761 
Arc Education(1)(3)Delayed Draw Term Loan1,934 1,900 
Argus Bidco Limited(1)(2)(4)CAF Term Loan337 395 
Argus Bidco Limited(1)(2)(4)RCF Bridge Term Loan86 84 
ASC Communications, LLCRevolver659 659 
Astra Bidco Limited(1)(4)Delayed Draw Term Loan702 683 
ATL II MRO Holdings Inc.(1)Revolver1,250 1,250 
Avance Clinical Bidco Pty Ltd(1)(5)Delayed Draw Term Loan964 976 
Azalea Buyer, Inc.(1)Delayed Draw Term Loan641 641 
Azalea Buyer, Inc.(1)Revolver321 321 
Bariacum S.A(1)(3)Acquisition Facility652 640 
Beyond Risk Management, Inc.(1)(2)Delayed Draw Term Loan2,423 2,423 
Biolam Group(1)(2)(3)Delayed Draw Term Loan2,768 3,189 
Bounteous, Inc.(1)(2)Delayed Draw Term Loan2,580 2,580 
Brightpay Limited(1)(2)(3)Delayed Draw Term Loan124 122 
BrightSign LLC(1)Revolver— 715 
CAi Software, LLC(1)(2)Revolver707 707 
Canadian Orthodontic Partners Corp.(1)(2)(6)Delayed Draw Term Loan— 106 
Ceres Pharma NV(1)(3)Delayed Draw Term Loan1,472 1,610 
CGI Parent, LLC(1)(2)Revolver1,653 1,653 
Comply365, LLC(1)Revolver556 472 
Coyo Uprising GmbH(1)(3)Delayed Draw Term Loan514 505 
CSL DualCom(1)(4)Capex / Acquisition Term Loan181 177 
79
Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Portfolio Company
($ in thousands)		Investment TypeMarch 31, 2023December 31, 2022
DataServ Integrations, LLC(1)Revolver481 481 
DecksDirect, LLC(1)Revolver218 218 
DISA Holdings Corp.(1)Delayed Draw Term Loan912 912 
DISA Holdings Corp.(1)Revolver286 277 
Dune Group(1)(2)(3)Delayed Draw Term Loan998 980 
Dwyer Instruments, Inc.(1)Delayed Draw Term Loan1,845 1,845 
Eclipse Business Capital, LLC(1)Revolver9,074 8,625 
EMI Porta Holdco LLC(1)(2)Delayed Draw Term Loan3,532 3,532 
EMI Porta Holdco LLC(1)(2)Revolver468 631 
EPS NASS Parent, Inc.(1)Delayed Draw Term Loan187 187 
eShipping, LLC(1)Delayed Draw Term Loan1,923 1,923 
eShipping, LLC(1)Revolver1,122 1,122 
Eurofins Digital Testing International LUX Holding SARL(1)(2)(3)Delayed Draw Term Loan358 352 
Eurofins Digital Testing International LUX Holding SARL(1)(2)(3)Delayed Draw Term Loan1,791 1,759 
Events Software BidCo Pty Ltd(1)(2)Delayed Draw Term Loan640 640 
Express Wash Acquisition Company, LLC(1)(2)Revolver77 77 
Faraday(1)(2)(3)Delayed Draw Term Loan973 
Fineline Technologies, Inc.(1)(2)Delayed Draw Term Loan— 240 
Footco 40 Limited(1)(2)(4)Delayed Draw Term Loan556 766 
Fortis Payment Systems, LLC(1)(2)Delayed Draw Term Loan925 925 
FragilePak LLC(1)Delayed Draw Term Loan3,779 3,779 
GB Eagle Buyer, Inc.(1)(2)Revolver1,936 1,935 
Global Academic Group Limited(1)(7)Term Loan297 301 
GPZN II GmbH(1)(2)(3)CAF Term Loan— 560 
Greenhill II BV(1)(3)Capex Acquisition Facility260 255 
Groupe Product Life(1)(3)Delayed Draw Term Loan449 441 
Gusto Aus BidCo Pty Ltd(1)(5)Delayed Draw Term Loan220 223 
HeartHealth Bidco Pty Ltd(1)(5)Delayed Draw Term Loan309 313 
Heartland Veterinary Partners, LLC(1)(2)Delayed Draw Term Loan95 95 
HEKA Invest(1)(2)(3)Delayed Draw Term Loan565 555 
HTI Technology & Industries(1)(2)Delayed Draw Term Loan1,023 1,023 
HTI Technology & Industries(1)(2)Revolver682 682 
Innovad Group II BV(1)(2)(3)Delayed Draw Term Loan849 834 
INOS 19-090 GmbH(1)(3)Acquisition Facility1,257 1,235 
Interstellar Group B.V.(1)(3)Delayed Draw Term Loan1,334 1,310 
Interstellar Group B.V.(1)(3)Delayed Draw Term Loan56 55 
Isolstar Holding NV (IPCOM)(1)(3)Delayed Draw Term Loan757 744 
ITI Intermodal, Inc.(1)(2)Delayed Draw Term Loan— 103 
ITI Intermodal, Inc.(1)(2)Delayed Draw Term Loan1,959 — 
ITI Intermodal, Inc.(1)(2)Revolver461 118 
Jaguar Merger Sub Inc.(1)Delayed Draw Term Loan— 422 
Jaguar Merger Sub Inc.(1)Revolver— 490 
Jon Bidco Limited(1)(7)Capex & Acquisition Facility424 428 
Jones Fish Hatcheries & Distributors LLC(1)(2)Revolver418 418 
Kano Laboratories LLC(1)Delayed Draw Term Loan1,574 1,574 
Kano Laboratories LLC(1)Delayed Draw Term Loan1,203 1,203 
80
Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Portfolio Company
($ in thousands)		Investment TypeMarch 31, 2023December 31, 2022
Lambir Bidco Limited(1)(2)(3)Delayed Draw Term Loan1,272 1,250 
LeadsOnline, LLC(1)Revolver1,952 1,952 
LivTech Purchaser, Inc.(1)(2)Delayed Draw Term Loan530 530 
Marmoutier Holding B.V.(1)(2)(3)Delayed Draw Term Loan24 24 
Marmoutier Holding B.V.(1)(2)(3)Revolver108 106 
Marshall Excelsior Co.(1)Revolver33 250 
MC Group Ventures Corporation(1)Delayed Draw Term Loan311 311 
Mercell Holding AS(1)(8)Capex Acquisition Facility375 398 
Modern Star Holdings Bidco Pty Limited(1)(2)(5)Term Loan331 335 
Murphy Midco Limited(1)(2)(4)Delayed Draw Term Loan491 553 
Narda Acquisitionco., Inc.(1)(2)Revolver615 615 
NeoxCo(1)(2)(3)Delayed Draw Term Loan489 — 
Nexus Underwriting Management Limited(1)(2)(4)Acquisition Facility685 810 
NF Holdco, LLC(1)(2)Revolver737 — 
Novotech Aus Bidco Pty Ltd(1)(2)Capex & Acquisition Facility1,042 1,042 
NPM Investments 28 BV(1)(3)Delayed Draw Term Loan471 463 
OA Buyer, Inc.(1)Revolver1,331 1,331 
OAC Holdings I Corp(1)Revolver127 303 
Omni Intermediate Holdings, LLC(1)(2)Delayed Draw Term Loan— 2,505 
OSP Hamilton Purchaser, LLC(1)(2)Revolver259 187 
Polara Enterprises, L.L.C.(1)Revolver273 273 
Premium Invest(1)(3)Delayed Draw Term Loan3,694 3,629 
ProfitOptics, LLC(1)Revolver123 194 
Protego Bidco B.V.(1)(2)(3)Delayed Draw Term Loan214 210 
PSP Intermediate 4, LLC(1)(2)(3)Delayed Draw Term Loan740 727 
Qualified Industries, LLC(1)(2)Revolver242 — 
Questel Unite(1)(2)(3)Incremental Term Loan2,813 2,763 
R1 Holdings, LLC(1)Delayed Draw Term Loan910 1,311 
R1 Holdings, LLC(1)Revolver801 801 
Randys Holdings, Inc.(1)(2)Delayed Draw Term Loan3,309 3,309 
Randys Holdings, Inc.(1)(2)Revolver1,135 1,178 
Rep Seko Merger Sub LLC(1)Delayed Draw Term Loan289 362 
Reward Gateway (UK) Ltd(1)(2)(4)Acquisition Facility756 735 
Rocade Holdings LLCPreferred Equity10,000 — 
Royal Buyer, LLC(1)Delayed Draw Term Loan1,041 1,104 
Royal Buyer, LLC(1)Revolver670 670 
Safety Products Holdings, LLC(1)(2)Delayed Draw Term Loan2,451 2,451 
Sanoptis S.A.R.L.(1)(2)(3)Acquisition Capex Facility1,134 2,076 
Sanoptis S.A.R.L.(1)(2)(9)CAF Delayed Draw Term Loan450 — 
SBP Holdings LP(1)(2)Delayed Draw Term Loan735 — 
SBP Holdings LP(1)(2)Revolver444 — 
Scaled Agile, Inc.(1)(2)Delayed Draw Term Loan416 416 
Scaled Agile, Inc.(1)(2)Revolver336 336 
Scout Bidco B.V.(1)(3)Delayed Draw Term Loan1,155 1,135 
Scout Bidco B.V.(1)(3)Revolver524 515 
Sereni Capital NV(1)(2)(3)Delayed Draw Term Loan1,599 — 
Sereni Capital NV(1)(2)(3)Term Loan— 109 
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Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Portfolio Company
($ in thousands)		Investment TypeMarch 31, 2023December 31, 2022
Smartling, Inc.(1)(2)Delayed Draw Term Loan1,176 1,176 
Smartling, Inc.(1)(2)Revolver588 588 
Soho Square III Debtco II SARL(1)(4)Delayed Draw Term Loan2,318 2,255 
Solo Buyer, L.P.(1)(2)Revolver1,197 1,197 
Sparus Holdings, LLC (f/k/a Sparus Holdings, Inc.)(1)Delayed Draw Term Loan399 666 
Sparus Holdings, LLC (f/k/a Sparus Holdings, Inc.)(1)Revolver141 156 
Spatial Business Systems LLC(1)Delayed Draw Term Loan3,750 3,750 
Spatial Business Systems LLC(1)Revolver703 703 
SSCP Pegasus Midco Limited(1)(4)Delayed Draw Term Loan1,730 1,683 
Superjet Buyer, LLC(1)Revolver1,460 1,460 
Syntax Systems Ltd(1)(2)Delayed Draw Term Loan1,142 1,142 
Syntax Systems Ltd(1)(2)Revolver119 199 
Tank Holding Corp(1)Revolver469 545 
Tanqueray Bidco Limited(1)(2)(4)Capex Facility1,118 1,088 
Techone B.V.(1)(3)Revolver93 61 
Tencarva Machinery Company, LLC(1)Revolver752 752 
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)(1)Delayed Draw Term Loan2,707 2,707 
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)(1)Revolver796 796 
The Cleaver-Brooks Company, Inc.(1)Revolver1,615 1,413 
Trader Corporation(1)(6)Revolver173 173 
TSYL Corporate Buyer, Inc.(1)Delayed Draw Term Loan1,681 1,681 
TSYL Corporate Buyer, Inc.(1)Revolver177 177 
Turbo Buyer, Inc.(1)(2)Delayed Draw Term Loan974 974 
Union Bidco Limited(1)(2)(4)Acquisition Facility80 78 
United Therapy Holding III GmbH(1)(2)(3)Acquisition Facility672 1,170 
Unither (Uniholding)(1)(2)(3)Delayed Draw Term Loan471 — 
W2O Holdings, Inc.(1)(2)Delayed Draw Term Loan234 — 
W2O Holdings, Inc.(1)(2)Delayed Draw Term Loan— 1,060 
Waccamaw River(2)Joint Venture2,480 2,480 
Whitcraft Holdings, Inc.(1)(2)Revolver943 — 
Woodland Foods, LLC(1)(2)Line of Credit213 213 
WWEC Holdings III Corp(1)(2)Delayed Draw Term Loan1,165 1,165 
WWEC Holdings III Corp(1)(2)Revolver512 512 
Xeinadin Bidco Limited(1)(4)CAF Term Loan2,438 2,372 
ZB Holdco LLC(1)Delayed Draw Term Loan— 676 
ZB Holdco LLC(1)Revolver423 423 
Zeppelin Bidco Limited(1)(2)(4)Capex / Acquisition Facility1,293 1,258 
Total unused commitments to extend financing$154,815 $143,252 
(1)The Adviser’s estimate of the fair value of the current investments in these portfolio companies includes an analysis of the fair value of any unfunded commitments.
(2)Represents a commitment to extend financing to a portfolio company where one or more of the Company’s current investments in the portfolio company are carried at less than cost.
(3)Actual commitment amount is denominated in Euros. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(4)Actual commitment amount is denominated in British pounds sterling. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(5)Actual commitment amount is denominated in Australian dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(6)Actual commitment amount is denominated in Canadian dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
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Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
(7)Actual commitment amount is denominated in New Zealand dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(8)Actual commitment amount is denominated in Norwegian Kroner. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(9)Actual commitment amount is denominated in Swiss francs. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
8. FINANCIAL HIGHLIGHTS
The following is a schedule of financial highlights for the three months ended March 31, 2023 and 2022:
Three Months Ended March 31,
($ in thousands, except share and per share amounts)20232022
Per share data:
Net asset value at beginning of period$21.66 $22.43 
Net investment income (1)0.68 0.48 
Net realized gain (loss) on investments / foreign currency transactions (1)(0.35)0.13 
Net unrealized appreciation (depreciation) on investments / foreign currency transactions (1)0.59 0.11 
Total increase from investment operations (1)0.92 0.72 
Dividends paid to stockholders from net investment income(0.57)(0.44)
Dividends paid to stockholders from short-term realized gains(0.03)(0.07)
Total dividends declared(0.60)(0.51)
Loss on extinguishment of debt (1)— (0.01)
Net asset value at end of period$21.98 $22.63 
Shares outstanding at end of period28,142,612 26,939,328
Net assets at end of period$618,439 $609,599
Average net assets$609,288 $487,448
Ratio of total expenses to average net assets (annualized) (2)10.09 %6.14 %
Ratio of net investment income to average net assets (annualized) (2)12.39 %9.71 %
Portfolio turnover ratio (annualized)1.83 %0.36 %
Total return (3)4.29 %3.19 %
(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)Does not include expenses of underlying investment companies, including joint ventures.
(3)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
On May 4, 2023, the Board declared a quarterly dividend of $0.62 per share payable on June 14, 2023 to holders of record as of May 31, 2023.

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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 months ended March 31, 2023, 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, 2022. 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, 2022 and in Item 1A entitled “Risk Factors” in Part II of our subsequently filed Quarterly Reports on Form 10-Q or in other reports that we may file with the Securities and Exchange Commission (the “SEC”) from time to time. 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, including the risks of a slowing economy, rising inflation and risk of recession, and volatility in the financial services sector, including bank failures; the interest rate environment or conditions affecting the financial and capital markets; the impact of global health crises, on our or our portfolio companies’ business and the U.S. and global economy; our, or our portfolio companies’, future business, operations, operating results or prospects; 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 or our portfolio companies’ 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, or 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 and management services pursuant to the terms of an investment advisory agreement (the “Advisory Agreement”) and an administration agreement (the “Administration Agreement”).
Our primary 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 hold 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 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
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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 focus on investing primarily in senior secured private debt instruments in well-established middle-market businesses that operate across a wide range of industries. To a lesser extent, we will invest in equity, special situations, structured credit (e.g., private asset-backed securities), syndicated loan opportunities and/or mortgage 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 Secured Overnight Financing Rate (“SOFR”) (or the applicable currency rate for investments in foreign currencies) plus 475 basis points and SOFR plus 675 basis points per annum.
As of March 31, 2023 and December 31, 2022, the weighted average yield on the principal amount of our outstanding debt investments other than non-accrual debt investments was approximately 10.3% and 10.0%, respectively. The weighted average yield on the principal amount of all of our outstanding debt investments (including non-accrual debt investments) was approximately 10.1% and 9.8% as of March 31, 2023 and December 31, 2022, respectively.
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’ $281.6 billion Global Fixed Income Platform (as of March 31, 2023) 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, 2023, BIIL had approximately £15.9 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 (in its capacity as our Administrator) 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.
Included in Barings GPFG is Barings North American Private Finance Team (the “U.S. Investment Team”), which consists of 51 investment professionals (as of March 31, 2023) located in three offices in the U.S. The U.S. Investment Team provides a full set of solutions to the North American middle market, including revolvers, first and second lien senior secured loans, unitranche structures, mezzanine debt and equity co-investments. The U.S. Investment Team averages over 20 years of
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industry experience at the Managing Director and Director level. In addition, Barings believes that it has best-in-class support personnel, including expertise in risk management, legal, accounting, tax, information technology and compliance, among others. We expect to benefit from the support provided by these personnel in our operations.
Portfolio Composition
The total value of our investment portfolio was $1,324.9 million as of March 31, 2023, as compared to $1,233.4 million as of December 31, 2022. As of March 31, 2023, we had investments in 237 portfolio companies with an aggregate cost of $1,343.4 million. As of December 31, 2022, we had investments in 228 portfolio companies with an aggregate cost of $1,261.6 million. As of both March 31, 2023 and December 31, 2022, none of our portfolio investments represented greater than 10% of the total fair value of our investment portfolio.
As of March 31, 2023 and December 31, 2022, our investment portfolio consisted of the following investments:
($ in thousands)CostPercentage of
Total
Portfolio		Fair ValuePercentage of
Total
Portfolio
March 31, 2023:
Senior debt and 1st lien notes
$989,709 74 %$962,148 73 %
Subordinated debt and 2nd lien notes
129,128 10 126,084 10 
Structured products31,186 2 27,687 2 
Equity shares141,111 10 165,304 12 
Equity warrants70 — 491 — 
Investments in joint ventures52,208 4 43,193 3 
$1,343,412 100 %$1,324,907 100 %
($ in thousands)CostPercentage of
Total Portfolio		Fair ValuePercentage of
Total Portfolio
December 31, 2022:
Senior debt and 1st lien notes
$950,985 75 %$920,219 75 
Subordinated debt and 2nd lien notes
127,970 10 123,244 10 
Structured products32,015 3 28,321 2 
Equity shares94,592 8 113,666 9 
Equity warrants70 — 476 — 
Investments in joint ventures55,971 4 47,479 4 
$1,261,603 100 %$1,233,405 100 %
Investment Activity
During the three months ended March 31, 2023, we made 10 new investments totaling $36.7 million, made investments in existing portfolio companies totaling $19.8 million and made a $45.0 million equity co-investment alongside certain affiliates in a portfolio company that specializes in providing financing to plaintiff law firms engaged in mass tort and other civil litigation. We had two loans repaid at par totaling $10.1 million and received $7.3 million of portfolio company principal payments and sales proceeds, recognizing a net realized loss on these transactions of $0.2 million. Finally, we received $3.8 million of return of capital from one of our joint ventures.
During the three months ended March 31, 2022, we made 21 new investments totaling $127.8 million, made investments in existing portfolio companies totaling $15.9 million and made additional investments in joint venture equity portfolio companies totaling $8.7 million. We received $2.0 million of portfolio company principal payments and sold $0.2 million of loans, recognizing a net realized gain on these transactions of $0.2 million.
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Total portfolio investment activity for the three months ended March 31, 2023 and 2022 was as follows:
Three Months Ended
March 31, 2023:
($ in thousands)
Senior Debt
and 1st Lien
Notes
Subordinated Debt and 2nd Lien Notes
Structured ProductsEquity
Shares		Equity
Warrants		Investments in Joint VenturesTotal
Fair value, beginning of period$920,219 $123,244 $28,321 $113,666 $476 $47,479 $1,233,405 
New investments54,252 683 — 46,519 — — 101,454 
Proceeds from sales of investments / return of capital— — — — — (3,763)(3,763)
Loan origination fees received(1,495)(20)— — — — (1,515)
Principal repayments received(16,187)(449)(833)— — — (17,469)
Payment-in-kind interest/dividends1,038 826 — — — — 1,864 
Accretion of loan premium/discount282 49 3 — — — 334 
Accretion of deferred loan origination revenue1,059 70 — — — — 1,129 
Realized gain (loss)(224)— — — — — (224)
Unrealized appreciation (depreciation)3,204 1,681 196 5,119 15 (523)9,692 
Fair value, end of period$962,148 $126,084 $27,687 $165,304 $491 $43,193 $1,324,907 
Three Months Ended
March 31, 2022:
($ in thousands)
Senior Debt
and 1st Lien
Notes
Subordinated Debt and 2nd Lien Notes
Structured ProductsEquity
Shares		Equity
Warrants		Investments in Joint VenturesTotal
Fair value, beginning of period$620,928 $92,297 $30,900 $59,601 $163 $61,253 $865,142 
New investments130,953 5,811 — 6,990 — 8,731 152,485 
Proceeds from sales of investments(276)— — — — — (276)
Loan origination fees received(2,711)18 — — — — (2,693)
Principal repayments received(1,532)— (478)— — — (2,010)
Payment-in-kind interest/dividends668 210 — — — — 878 
Accretion of loan premium/ discount219 36 3 — — — 258 
Accretion of deferred loan origination revenue675 35 — — — — 710 
Realized gain (loss)229 — — — — — 229 
Unrealized appreciation (depreciation)(4,262)(1,138)(970)12,606 (107)(3,687)2,442 
Fair value, end of period$744,891 $97,269 $29,455 $79,197 $56 $66,297 $1,017,165 
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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 March 31, 2023, we had two portfolio companies with investments on non-accrual, the fair value of which was $9.9 million, which comprised 0.7% of the total fair value our portfolio, and the cost of which was $19.3 million, which comprised of 1.4% of the total cost of our portfolio. As of December 31, 2022, we had one portfolio company with investments on non-accrual, the fair value of which was $6.5 million, which comprised 0.5% of the total fair value of our portfolio, and the cost of which was $17.4 million, which comprised 1.4% of the total cost of our portfolio.
A summary of our non-accrual assets as of March 31, 2023 is provided below.
Core Scientific, Inc.
During the quarter ended December 31, 2022, we placed our debt investment in Core Scientific, Inc., or Core Scientific, on non-accrual status effective with the monthly payment due October 31, 2022. As a result, under U.S. GAAP, we will not recognize interest income on our debt investment in Core Scientific for financial reporting purposes. As of March 31, 2023, the cost of our debt investment in Core Scientific was $17.4 million and the fair value of such investment was $8.8 million.
Serta Simmons Bedding LLC
During the quarter ended March 31, 2023, we placed our debt investment in Serta Simmons Bedding LLC, or Serta Simmons on non-accrual status effective with the quarterly payment due on March 31, 2023. As a result, under U.S. GAAP, we will not recognize interest income on our debt investment in Serta Simmons for financial reporting purposes. As of March 31, 2023, the cost of our debt investment in Serta Simmons was $1.9 million and the fair value of such investment was $1.1 million.
Results of Operations
Comparison of the three months ended March 31, 2023 and 2022
Operating results for the three months ended March 31, 2023 and 2022 were as follows:
Three Months EndedThree Months Ended
($ in thousands)March 31,
2023		March 31,
2022
Total investment income$34,239 $19,320 
Total operating expenses15,344 7,304 
Net investment income before taxes18,895 12,016 
Income taxes, including excise tax expense24 — 
Net investment income after taxes18,871 12,016 
Net realized gains (losses)(9,932)2,917 
Net unrealized appreciation (depreciation)16,554 2,331 
Net realized gains (losses) and unrealized appreciation (depreciation) on investments and foreign currency borrowings6,622 5,248 
Loss on extinguishment of debt— (181)
Net increase in net assets resulting from operations$25,493 $17,083 
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 exchangenet assets resulting from operations may not be meaningful.
88

Investment Income
Three Months EndedThree Months Ended
($ in thousands)March 31,
2023		March 31,
2022
Investment income:
Interest income$27,320 $13,379 
Dividend income3,479 3,790 
Fee and other income1,686 1,016 
Payment-in-kind interest income1,743 1,135 
Interest income from cash11 — 
Total investment income$34,239 $19,320 
The change in total investment income for the three months ended March 31, 2023, as compared to the three months ended March 31, 2022, was primarily due to an increase in the weighted average yield on the portfolio from higher base rates, an increase in the average size of our portfolio, 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 weighted average yield on the principal amount of our outstanding debt investments, other than non-accrual debt investments, was 10.3% as of March 31, 2023, as compared to 7.0% as of March 31, 2022. The amount of our outstanding debt investments was $1,167.3 million as of March 31, 2023, as compared to $889.9 million as of March 31, 2022. The increase in the average size of our portfolio was largely due to increased middle-market investment and special situation investment opportunities. For the three months ended March 31, 2023, dividends from portfolio companies and joint venture investments were $3.5 million, compared to $3.8 million for the three months ended March 31, 2022. For the three months ended March 31, 2023, acceleration of unamortized OID income and unamortized loan origination fee totaled $0.3 million, as compared to nil for the three months ended March 31, 2022. For the three months ended March 31, 2023, PIK interest income was $1.7 million, as compared to $1.1 million for the three months ended March 31, 2022.
Operating Expenses
Three Months EndedThree Months Ended
($ in thousands)March 31,
2023		March 31,
2022
Operating expenses:
Interest and other financing fees$11,293 $3,751 
Base management fee486 355 
Incentive fee2,699 2,323 
Professional fees232 216 
Directors fees60 75 
Custody and administrative fees182 193 
Other general and administrative expenses392 391 
Total operating expenses$15,344 $7,304 
Interest and Other Financing Fees
Interest and other financing fees during the three months ended March 31, 2023 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 three months ended March 31, 2022 were attributable to borrowings under the February 2027 Notes, the September 2020 Subscription Facility (as defined below under “Financial Condition, Liquidity and Capital Resources”) and the ING Credit Facility. The increase in interest and other financing fees for the three months ended March 31, 2023 as compared to the three months ended March 31, 2022, was primarily attributable to increased borrowings under the ING Credit Facility and an increase in the weighted average interest rate on the ING Credit Facility. The weighted average interest on the ING Credit Facility borrowingswas 6.7% as of March 31, 2023, as compared to 2.5% as of March 31, 2022.
89

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” incalculated 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 StatementFinancial Statements for additional information regarding the Advisory Agreement and the fee arrangement thereunder. For the three months ended March 31, 2023 and 2022, the amount of Operations.base management fee incurred was $0.5 million and $0.4 million, respectively.
Incentive Fees
Under the Advisory Agreement, we pay Barings an incentive fee. The incentive fee consists of two parts: (i) an Income-Based Fee based on pre-incentive fee net investment income and (ii) a Capital Gains 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 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 months ended March 31, 2023, the amount of Income-Based Fee incurred was $2.7 million, and we did not accrue any Capital Gains Fee. For the three months ended March 31, 2022, the amount of Income-Based Fee incurred was $1.8 million, and we accrued $0.5 million 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 both the three months ended March 31, 2023 and 2022, the amount of administration expense incurred and invoiced by Barings for expenses was approximately $0.3 million. In addition to expenses incurred under the Administration Agreement, other general and administrative expenses include D&O insurance costs and other costs related to our operations.
Net Realized Gains (Losses)
Net realized gains (losses) during the three months ended March 31, 2023 and 2022 were as follows:
Three Months EndedThree Months Ended
($ in thousands)March 31,
2023		March 31,
2022
Net realized gains (losses):
Non-Control / Non-Affiliate investments$(224)$190 
Affiliate investments— 39 
Net realized gains (losses) on investments(224)229 
Foreign currency transactions(9,708)$2,688 
Net realized gains (losses)$(9,932)$2,917 
For the three months ended March 31, 2023, we recognized net realized losses totaling $9.9 million, which consisted primarily of a net loss on foreign currency transactions of $9.7 million and a net loss on our loan portfolio of $0.2 million. For
90

the three months ended March 31, 2022, we recognized net realized gains totaling $2.9 million, which consisted primarily of a net gain on our loan portfolio of $0.2 million and a net gain on foreign currency transactions of $2.7 million.
Net Unrealized Appreciation (Depreciation)
Net unrealized appreciation (depreciation) during the three and three months ended March 31, 2023 and 2022 were as follows:
Three Months EndedThree Months Ended
($ in thousands)March 31,
2023		March 31,
2022
Net unrealized appreciation (depreciation)
Non-Control / Non-Affiliate investments$6,125 $(6,546)
Affiliate investments3,452 8,912 
Net unrealized appreciation (depreciation) on investments9,577 2,366 
Foreign currency transactions6,977 (35)
Net unrealized appreciation (depreciation)$16,554 $2,331 
During the three months ended March 31, 2023, we recorded net unrealized appreciation totaling $16.6 million, consisting of net unrealized appreciation on our current portfolio of $9.3 million, net unrealized appreciation related to foreign currency transactions of $7.0 million and net unrealized appreciation reclassification adjustments of $0.4 million related to realized gains and losses recognized during the year, partially offset by deferred taxes of $0.1 million. The net unrealized appreciation on our current portfolio of $9.3 million was driven primarily by the credit or fundamental performance of investments of $4.9 million, the impact of foreign currency exchange rates on investments of $3.8 million and broad market moves for investments of $0.6 million.
During the three months ended March 31, 2022, we recorded net unrealized appreciation totaling $2.3 million, consisting of net unrealized appreciation on our current portfolio of $2.6 million, partially offset by 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 current portfolio of $2.6 million was driven primarily by the credit or fundamental performance of investments of $12.5 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 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 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 183.4% as of March 31, 2023.
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 was 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 0.75% per year, to the extent the February 2027 Notes 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 stockholders, 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, 2023, the Company was 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”). 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, 2023, the fair value of the February 2027 Notes was $87.3 million. The fair value determinations of the February 2027 Notes were based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.
76
Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
6. DERIVATIVE INSTRUMENTS
The Company enters into forward currency contracts from time to time to primarily help mitigate the impact that an adverse change in foreign exchange rates would have on net interest income from the Company’s investments and related borrowings denominated in foreign currencies. Forward currency contracts are considered undesignated derivative instruments.
The following tables present the Company’s foreign currency forward contracts as of March 31, 2023 and December 31, 2022:
As of March 31, 2023
Description
($ in thousands)
Notional Amount to be PurchasedNotional Amount to be SoldMaturity DateGross Amount of Recognized Assets (Liabilities)Balance Sheet Location of Net Amounts
Foreign currency forward contract (AUD)$26,797A$39,83604/11/23$88 Derivative assets
Foreign currency forward contract (CAD)C$168$12304/11/231 Derivative assets
Foreign currency forward contract (CAD)$4,389C$5,96204/11/23(19)Derivative liabilities
Foreign currency forward contract (DKK)104kr.$1504/11/23— Derivative assets
Foreign currency forward contract (DKK)$5423,770kr.04/11/23(8)Derivative liabilities
Foreign currency forward contract (DKK)$1175kr.04/11/23— Derivative assets
Foreign currency forward contract (EUR)€2,000$2,14204/11/2333 Derivative assets
Foreign currency forward contract (EUR)$91,411€85,55204/11/23(1,632)Derivative liabilities
Foreign currency forward contract (GBP)£1,200$1,47004/11/2314 Derivative assets
Foreign currency forward contract (GBP)$19,375£16,01304/11/23(431)Derivative liabilities
Foreign currency forward contract (NZD)$5,747NZ$9,13904/11/2318 Derivative assets
Foreign currency forward contract (NZD)$115NZ$18404/11/23(1)Derivative liabilities
Foreign currency forward contract (NOK)kr410$3804/11/231 Derivative assets
Foreign currency forward contract (NOK)$1,970kr19,30104/11/23122 Derivative assets
Foreign currency forward contract (NOK)$74kr72504/11/234 Derivative assets
Foreign currency forward contract (CHF)900Fr.$97704/11/239 Derivative assets
Foreign currency forward contract (CHF)$1,9891,822Fr.04/11/23(8)Derivative liabilities
Total$(1,809)
77
Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
As of December 31, 2022
Description
($ in thousands)
Notional Amount to be PurchasedNotional Amount to be SoldMaturity DateGross Amount of Recognized Assets (Liabilities)Balance Sheet Location of Net Amounts
Foreign currency forward contract (AUD)A$39,294$26,33701/09/23$408 Derivative assets
Foreign currency forward contract (AUD)A$2,000$1,37401/09/23(12)Derivative liabilities
Foreign currency forward contract (AUD)$26,835A$41,29401/09/23(1,272)Derivative liabilities
Foreign currency forward contract (AUD)$26,797A$39,83604/11/23(420)Derivative liabilities
Foreign currency forward contract (CAD)C$6,033$4,43501/09/2323 Derivative assets
Foreign currency forward contract (CAD)$4,428C$6,03301/09/23(29)Derivative liabilities
Foreign currency forward contract (CAD)$4,301C$5,84404/11/23(22)Derivative liabilities
Foreign currency forward contract (DKK)3,720kr.$53101/09/234 Derivative assets
Foreign currency forward contract (DKK)$4943,720kr.01/09/23(42)Derivative liabilities
Foreign currency forward contract (DKK)$5423,770kr.04/11/23(4)Derivative liabilities
Foreign currency forward contract (EUR)€83,782$88,96301/09/23711 Derivative assets
Foreign currency forward contract (EUR)$82,670€83,78201/09/23(7,005)Derivative liabilities
Foreign currency forward contract (EUR)$91,411€85,55204/11/23(734)Derivative liabilities
Foreign currency forward contract (GBP)£19,224$23,35201/09/23(132)Derivative liabilities
Foreign currency forward contract (GBP)$21,343£19,22401/09/23(1,878)Derivative liabilities
Foreign currency forward contract (GBP)$19,375£16,01304/11/23(9)Derivative liabilities
Foreign currency forward contract (NZD)NZ$9,080$5,70701/09/2353 Derivative assets
Foreign currency forward contract (NZD)NZ$3,000$1,93601/09/23(33)Derivative liabilities
Foreign currency forward contract (NZD)$6,701NZ$11,73801/09/23(745)Derivative liabilities
Foreign currency forward contract (NZD)$213NZ$34201/09/23(4)Derivative liabilities
Foreign currency forward contract (NZD)$5,747NZ$9,13904/11/23(54)Derivative liabilities
Foreign currency forward contract (NOK)kr19,278$1,96001/09/23— Derivative liabilities
Foreign currency forward contract (NOK)$1,767kr18,89001/09/23(153)Derivative liabilities
Foreign currency forward contract (NOK)$39kr38801/09/23— Derivative liabilities
Foreign currency forward contract (NOK)$1,970kr19,30104/11/23— Derivative liabilities
Foreign currency forward contract (NOK)$74kr72504/11/23— Derivative liabilities
Foreign currency forward contract (CHF)1,423Fr.$1,53701/09/233 Derivative assets
Foreign currency forward contract (CHF)$1,2621,223Fr.01/09/23(62)Derivative liabilities
Foreign currency forward contract (CHF)$206200Fr.01/09/23(10)Derivative liabilities
Foreign currency forward contract (CHF)$1,5521,422Fr.04/11/23(2)Derivative liabilities
Total$(11,420)
As of March 31, 2023 and December 31, 2022, the total fair value of the Company’s foreign currency forward contracts was $(1.8) million and $(11.4) million, respectively. The fair values of the Company’s foreign currency forward contracts are based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
Net realized gains or losses on forward currency contracts are included in “Net realized gains (losses) - foreign currency transactions” in the Company’s Unaudited Consolidated Statements of Operations. Net realized gains or losses on forward contracts recognized by the Company for the three months ended March 31, 2023 and 2022 are shown in the following table:
Three Months EndedThree Months Ended
($ in thousands)March 31, 2023March 31, 2022
Forward currency contracts$(10,175)$246 
78
Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Net unrealized appreciation or depreciation on forward currency contracts are included in “Net unrealized appreciation (depreciation) - foreign currency transactions” in the Company’s Unaudited Consolidated Statements of Operations. Net unrealized appreciation or depreciation on forward contracts recognized by the Company for the three months ended March 31, 2023 and 2022 are shown in the following table:
Three Months EndedThree Months Ended
($ in thousands)March 31, 2023March 31, 2022
Forward currency contracts$9,611 $(218)
7. COMMITMENTS AND CONTINGENCIES
As of both March 31, 2023 and December 31, 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 $95.0 million was from MassMutual. As of both March 31, 2023 and December 31, 2022, all commitments have been funded.
In the normal course of business, the Company is party to financial instruments with off-balance sheet risk, consisting primarily of unused commitments to extend financing to the Company’s portfolio companies. Since commitments may expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements. As of March 31, 2023, the Company believed that it had adequate financial resources to satisfy its unfunded commitments. The balances of unused commitments to extend financing as of March 31, 2023 and December 31, 2022 were as follows:
Portfolio Company
($ in thousands)		Investment TypeMarch 31, 2023December 31, 2022
Accurus Aerospace Corporation(1)(2)Revolver$369 $461 
AlliA Insurance Brokers NV(1)(2)(3)Delayed Draw Term Loan2,055 — 
Amtech LLC(1)Delayed Draw Term Loan909 909 
Amtech LLC(1)Revolver227 182 
AnalytiChem Holding GmbH(1)(2)(3)Bridge Revolver174 171 
APC1 Holding(1)(3)Delayed Draw Term Loan— 354 
Aquavista Watersides 2 LTD(1)(2)(4)Capex / Acquisition Facility645 761 
Arc Education(1)(3)Delayed Draw Term Loan1,934 1,900 
Argus Bidco Limited(1)(2)(4)CAF Term Loan337 395 
Argus Bidco Limited(1)(2)(4)RCF Bridge Term Loan86 84 
ASC Communications, LLCRevolver659 659 
Astra Bidco Limited(1)(4)Delayed Draw Term Loan702 683 
ATL II MRO Holdings Inc.(1)Revolver1,250 1,250 
Avance Clinical Bidco Pty Ltd(1)(5)Delayed Draw Term Loan964 976 
Azalea Buyer, Inc.(1)Delayed Draw Term Loan641 641 
Azalea Buyer, Inc.(1)Revolver321 321 
Bariacum S.A(1)(3)Acquisition Facility652 640 
Beyond Risk Management, Inc.(1)(2)Delayed Draw Term Loan2,423 2,423 
Biolam Group(1)(2)(3)Delayed Draw Term Loan2,768 3,189 
Bounteous, Inc.(1)(2)Delayed Draw Term Loan2,580 2,580 
Brightpay Limited(1)(2)(3)Delayed Draw Term Loan124 122 
BrightSign LLC(1)Revolver— 715 
CAi Software, LLC(1)(2)Revolver707 707 
Canadian Orthodontic Partners Corp.(1)(2)(6)Delayed Draw Term Loan— 106 
Ceres Pharma NV(1)(3)Delayed Draw Term Loan1,472 1,610 
CGI Parent, LLC(1)(2)Revolver1,653 1,653 
Comply365, LLC(1)Revolver556 472 
Coyo Uprising GmbH(1)(3)Delayed Draw Term Loan514 505 
CSL DualCom(1)(4)Capex / Acquisition Term Loan181 177 
79
Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Portfolio Company
($ in thousands)		Investment TypeMarch 31, 2023December 31, 2022
DataServ Integrations, LLC(1)Revolver481 481 
DecksDirect, LLC(1)Revolver218 218 
DISA Holdings Corp.(1)Delayed Draw Term Loan912 912 
DISA Holdings Corp.(1)Revolver286 277 
Dune Group(1)(2)(3)Delayed Draw Term Loan998 980 
Dwyer Instruments, Inc.(1)Delayed Draw Term Loan1,845 1,845 
Eclipse Business Capital, LLC(1)Revolver9,074 8,625 
EMI Porta Holdco LLC(1)(2)Delayed Draw Term Loan3,532 3,532 
EMI Porta Holdco LLC(1)(2)Revolver468 631 
EPS NASS Parent, Inc.(1)Delayed Draw Term Loan187 187 
eShipping, LLC(1)Delayed Draw Term Loan1,923 1,923 
eShipping, LLC(1)Revolver1,122 1,122 
Eurofins Digital Testing International LUX Holding SARL(1)(2)(3)Delayed Draw Term Loan358 352 
Eurofins Digital Testing International LUX Holding SARL(1)(2)(3)Delayed Draw Term Loan1,791 1,759 
Events Software BidCo Pty Ltd(1)(2)Delayed Draw Term Loan640 640 
Express Wash Acquisition Company, LLC(1)(2)Revolver77 77 
Faraday(1)(2)(3)Delayed Draw Term Loan973 
Fineline Technologies, Inc.(1)(2)Delayed Draw Term Loan— 240 
Footco 40 Limited(1)(2)(4)Delayed Draw Term Loan556 766 
Fortis Payment Systems, LLC(1)(2)Delayed Draw Term Loan925 925 
FragilePak LLC(1)Delayed Draw Term Loan3,779 3,779 
GB Eagle Buyer, Inc.(1)(2)Revolver1,936 1,935 
Global Academic Group Limited(1)(7)Term Loan297 301 
GPZN II GmbH(1)(2)(3)CAF Term Loan— 560 
Greenhill II BV(1)(3)Capex Acquisition Facility260 255 
Groupe Product Life(1)(3)Delayed Draw Term Loan449 441 
Gusto Aus BidCo Pty Ltd(1)(5)Delayed Draw Term Loan220 223 
HeartHealth Bidco Pty Ltd(1)(5)Delayed Draw Term Loan309 313 
Heartland Veterinary Partners, LLC(1)(2)Delayed Draw Term Loan95 95 
HEKA Invest(1)(2)(3)Delayed Draw Term Loan565 555 
HTI Technology & Industries(1)(2)Delayed Draw Term Loan1,023 1,023 
HTI Technology & Industries(1)(2)Revolver682 682 
Innovad Group II BV(1)(2)(3)Delayed Draw Term Loan849 834 
INOS 19-090 GmbH(1)(3)Acquisition Facility1,257 1,235 
Interstellar Group B.V.(1)(3)Delayed Draw Term Loan1,334 1,310 
Interstellar Group B.V.(1)(3)Delayed Draw Term Loan56 55 
Isolstar Holding NV (IPCOM)(1)(3)Delayed Draw Term Loan757 744 
ITI Intermodal, Inc.(1)(2)Delayed Draw Term Loan— 103 
ITI Intermodal, Inc.(1)(2)Delayed Draw Term Loan1,959 — 
ITI Intermodal, Inc.(1)(2)Revolver461 118 
Jaguar Merger Sub Inc.(1)Delayed Draw Term Loan— 422 
Jaguar Merger Sub Inc.(1)Revolver— 490 
Jon Bidco Limited(1)(7)Capex & Acquisition Facility424 428 
Jones Fish Hatcheries & Distributors LLC(1)(2)Revolver418 418 
Kano Laboratories LLC(1)Delayed Draw Term Loan1,574 1,574 
Kano Laboratories LLC(1)Delayed Draw Term Loan1,203 1,203 
80
Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Portfolio Company
($ in thousands)		Investment TypeMarch 31, 2023December 31, 2022
Lambir Bidco Limited(1)(2)(3)Delayed Draw Term Loan1,272 1,250 
LeadsOnline, LLC(1)Revolver1,952 1,952 
LivTech Purchaser, Inc.(1)(2)Delayed Draw Term Loan530 530 
Marmoutier Holding B.V.(1)(2)(3)Delayed Draw Term Loan24 24 
Marmoutier Holding B.V.(1)(2)(3)Revolver108 106 
Marshall Excelsior Co.(1)Revolver33 250 
MC Group Ventures Corporation(1)Delayed Draw Term Loan311 311 
Mercell Holding AS(1)(8)Capex Acquisition Facility375 398 
Modern Star Holdings Bidco Pty Limited(1)(2)(5)Term Loan331 335 
Murphy Midco Limited(1)(2)(4)Delayed Draw Term Loan491 553 
Narda Acquisitionco., Inc.(1)(2)Revolver615 615 
NeoxCo(1)(2)(3)Delayed Draw Term Loan489 — 
Nexus Underwriting Management Limited(1)(2)(4)Acquisition Facility685 810 
NF Holdco, LLC(1)(2)Revolver737 — 
Novotech Aus Bidco Pty Ltd(1)(2)Capex & Acquisition Facility1,042 1,042 
NPM Investments 28 BV(1)(3)Delayed Draw Term Loan471 463 
OA Buyer, Inc.(1)Revolver1,331 1,331 
OAC Holdings I Corp(1)Revolver127 303 
Omni Intermediate Holdings, LLC(1)(2)Delayed Draw Term Loan— 2,505 
OSP Hamilton Purchaser, LLC(1)(2)Revolver259 187 
Polara Enterprises, L.L.C.(1)Revolver273 273 
Premium Invest(1)(3)Delayed Draw Term Loan3,694 3,629 
ProfitOptics, LLC(1)Revolver123 194 
Protego Bidco B.V.(1)(2)(3)Delayed Draw Term Loan214 210 
PSP Intermediate 4, LLC(1)(2)(3)Delayed Draw Term Loan740 727 
Qualified Industries, LLC(1)(2)Revolver242 — 
Questel Unite(1)(2)(3)Incremental Term Loan2,813 2,763 
R1 Holdings, LLC(1)Delayed Draw Term Loan910 1,311 
R1 Holdings, LLC(1)Revolver801 801 
Randys Holdings, Inc.(1)(2)Delayed Draw Term Loan3,309 3,309 
Randys Holdings, Inc.(1)(2)Revolver1,135 1,178 
Rep Seko Merger Sub LLC(1)Delayed Draw Term Loan289 362 
Reward Gateway (UK) Ltd(1)(2)(4)Acquisition Facility756 735 
Rocade Holdings LLCPreferred Equity10,000 — 
Royal Buyer, LLC(1)Delayed Draw Term Loan1,041 1,104 
Royal Buyer, LLC(1)Revolver670 670 
Safety Products Holdings, LLC(1)(2)Delayed Draw Term Loan2,451 2,451 
Sanoptis S.A.R.L.(1)(2)(3)Acquisition Capex Facility1,134 2,076 
Sanoptis S.A.R.L.(1)(2)(9)CAF Delayed Draw Term Loan450 — 
SBP Holdings LP(1)(2)Delayed Draw Term Loan735 — 
SBP Holdings LP(1)(2)Revolver444 — 
Scaled Agile, Inc.(1)(2)Delayed Draw Term Loan416 416 
Scaled Agile, Inc.(1)(2)Revolver336 336 
Scout Bidco B.V.(1)(3)Delayed Draw Term Loan1,155 1,135 
Scout Bidco B.V.(1)(3)Revolver524 515 
Sereni Capital NV(1)(2)(3)Delayed Draw Term Loan1,599 — 
Sereni Capital NV(1)(2)(3)Term Loan— 109 
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Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Portfolio Company
($ in thousands)		Investment TypeMarch 31, 2023December 31, 2022
Smartling, Inc.(1)(2)Delayed Draw Term Loan1,176 1,176 
Smartling, Inc.(1)(2)Revolver588 588 
Soho Square III Debtco II SARL(1)(4)Delayed Draw Term Loan2,318 2,255 
Solo Buyer, L.P.(1)(2)Revolver1,197 1,197 
Sparus Holdings, LLC (f/k/a Sparus Holdings, Inc.)(1)Delayed Draw Term Loan399 666 
Sparus Holdings, LLC (f/k/a Sparus Holdings, Inc.)(1)Revolver141 156 
Spatial Business Systems LLC(1)Delayed Draw Term Loan3,750 3,750 
Spatial Business Systems LLC(1)Revolver703 703 
SSCP Pegasus Midco Limited(1)(4)Delayed Draw Term Loan1,730 1,683 
Superjet Buyer, LLC(1)Revolver1,460 1,460 
Syntax Systems Ltd(1)(2)Delayed Draw Term Loan1,142 1,142 
Syntax Systems Ltd(1)(2)Revolver119 199 
Tank Holding Corp(1)Revolver469 545 
Tanqueray Bidco Limited(1)(2)(4)Capex Facility1,118 1,088 
Techone B.V.(1)(3)Revolver93 61 
Tencarva Machinery Company, LLC(1)Revolver752 752 
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)(1)Delayed Draw Term Loan2,707 2,707 
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)(1)Revolver796 796 
The Cleaver-Brooks Company, Inc.(1)Revolver1,615 1,413 
Trader Corporation(1)(6)Revolver173 173 
TSYL Corporate Buyer, Inc.(1)Delayed Draw Term Loan1,681 1,681 
TSYL Corporate Buyer, Inc.(1)Revolver177 177 
Turbo Buyer, Inc.(1)(2)Delayed Draw Term Loan974 974 
Union Bidco Limited(1)(2)(4)Acquisition Facility80 78 
United Therapy Holding III GmbH(1)(2)(3)Acquisition Facility672 1,170 
Unither (Uniholding)(1)(2)(3)Delayed Draw Term Loan471 — 
W2O Holdings, Inc.(1)(2)Delayed Draw Term Loan234 — 
W2O Holdings, Inc.(1)(2)Delayed Draw Term Loan— 1,060 
Waccamaw River(2)Joint Venture2,480 2,480 
Whitcraft Holdings, Inc.(1)(2)Revolver943 — 
Woodland Foods, LLC(1)(2)Line of Credit213 213 
WWEC Holdings III Corp(1)(2)Delayed Draw Term Loan1,165 1,165 
WWEC Holdings III Corp(1)(2)Revolver512 512 
Xeinadin Bidco Limited(1)(4)CAF Term Loan2,438 2,372 
ZB Holdco LLC(1)Delayed Draw Term Loan— 676 
ZB Holdco LLC(1)Revolver423 423 
Zeppelin Bidco Limited(1)(2)(4)Capex / Acquisition Facility1,293 1,258 
Total unused commitments to extend financing$154,815 $143,252 
(1)The Adviser’s estimate of the fair value of the current investments in these portfolio companies includes an analysis of the fair value of any unfunded commitments.
(2)Represents a commitment to extend financing to a portfolio company where one or more of the Company’s current investments in the portfolio company are carried at less than cost.
(3)Actual commitment amount is denominated in Euros. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(4)Actual commitment amount is denominated in British pounds sterling. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(5)Actual commitment amount is denominated in Australian dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(6)Actual commitment amount is denominated in Canadian dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
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Barings Capital Investment Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
(7)Actual commitment amount is denominated in New Zealand dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(8)Actual commitment amount is denominated in Norwegian Kroner. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(9)Actual commitment amount is denominated in Swiss francs. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
8. FINANCIAL HIGHLIGHTS
The following is a schedule of financial highlights for the three months ended March 31, 2023 and 2022:
Three Months Ended March 31,
($ in thousands, except share and per share amounts)20232022
Per share data:
Net asset value at beginning of period$21.66 $22.43 
Net investment income (1)0.68 0.48 
Net realized gain (loss) on investments / foreign currency transactions (1)(0.35)0.13 
Net unrealized appreciation (depreciation) on investments / foreign currency transactions (1)0.59 0.11 
Total increase from investment operations (1)0.92 0.72 
Dividends paid to stockholders from net investment income(0.57)(0.44)
Dividends paid to stockholders from short-term realized gains(0.03)(0.07)
Total dividends declared(0.60)(0.51)
Loss on extinguishment of debt (1)— (0.01)
Net asset value at end of period$21.98 $22.63 
Shares outstanding at end of period28,142,612 26,939,328
Net assets at end of period$618,439 $609,599
Average net assets$609,288 $487,448
Ratio of total expenses to average net assets (annualized) (2)10.09 %6.14 %
Ratio of net investment income to average net assets (annualized) (2)12.39 %9.71 %
Portfolio turnover ratio (annualized)1.83 %0.36 %
Total return (3)4.29 %3.19 %
(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)Does not include expenses of underlying investment companies, including joint ventures.
(3)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
On May 4, 2023, the Board declared a quarterly dividend of $0.62 per share payable on June 14, 2023 to holders of record as of May 31, 2023.

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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 months ended March 31, 2023, 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, 2022. 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, 2022 and in Item 1A entitled “Risk Factors” in Part II of our subsequently filed Quarterly Reports on Form 10-Q or in other reports that we may file with the Securities and Exchange Commission (the “SEC”) from time to time. 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, including the risks of a slowing economy, rising inflation and risk of recession, and volatility in the financial services sector, including bank failures; the interest rate environment or conditions affecting the financial and capital markets; the impact of global health crises, on our or our portfolio companies’ business and the U.S. and global economy; our, or our portfolio companies’, future business, operations, operating results or prospects; 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 or our portfolio companies’ 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, or 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 and management services pursuant to the terms of an investment advisory agreement (the “Advisory Agreement”) and an administration agreement (the “Administration Agreement”).
Our primary 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 hold 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 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
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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 focus on investing primarily in senior secured private debt instruments in well-established middle-market businesses that operate across a wide range of industries. To a lesser extent, we will invest in equity, special situations, structured credit (e.g., private asset-backed securities), syndicated loan opportunities and/or mortgage 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 Secured Overnight Financing Rate (“SOFR”) (or the applicable currency rate for investments in foreign currencies) plus 475 basis points and SOFR plus 675 basis points per annum.
As of March 31, 2023 and December 31, 2022, the weighted average yield on the principal amount of our outstanding debt investments other than non-accrual debt investments was approximately 10.3% and 10.0%, respectively. The weighted average yield on the principal amount of all of our outstanding debt investments (including non-accrual debt investments) was approximately 10.1% and 9.8% as of March 31, 2023 and December 31, 2022, respectively.
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’ $281.6 billion Global Fixed Income Platform (as of March 31, 2023) 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, 2023, BIIL had approximately £15.9 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 (in its capacity as our Administrator) 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.
Included in Barings GPFG is Barings North American Private Finance Team (the “U.S. Investment Team”), which consists of 51 investment professionals (as of March 31, 2023) located in three offices in the U.S. The U.S. Investment Team provides a full set of solutions to the North American middle market, including revolvers, first and second lien senior secured loans, unitranche structures, mezzanine debt and equity co-investments. The U.S. Investment Team averages over 20 years of
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industry experience at the Managing Director and Director level. In addition, Barings believes that it has best-in-class support personnel, including expertise in risk management, legal, accounting, tax, information technology and compliance, among others. We expect to benefit from the support provided by these personnel in our operations.
Portfolio Composition
The total value of our investment portfolio was $1,324.9 million as of March 31, 2023, as compared to $1,233.4 million as of December 31, 2022. As of March 31, 2023, we had investments in 237 portfolio companies with an aggregate cost of $1,343.4 million. As of December 31, 2022, we had investments in 228 portfolio companies with an aggregate cost of $1,261.6 million. As of both March 31, 2023 and December 31, 2022, none of our portfolio investments represented greater than 10% of the total fair value of our investment portfolio.
As of March 31, 2023 and December 31, 2022, our investment portfolio consisted of the following investments:
($ in thousands)CostPercentage of
Total
Portfolio		Fair ValuePercentage of
Total
Portfolio
March 31, 2023:
Senior debt and 1st lien notes
$989,709 74 %$962,148 73 %
Subordinated debt and 2nd lien notes
129,128 10 126,084 10 
Structured products31,186 2 27,687 2 
Equity shares141,111 10 165,304 12 
Equity warrants70 — 491 — 
Investments in joint ventures52,208 4 43,193 3 
$1,343,412 100 %$1,324,907 100 %
($ in thousands)CostPercentage of
Total Portfolio		Fair ValuePercentage of
Total Portfolio
December 31, 2022:
Senior debt and 1st lien notes
$950,985 75 %$920,219 75 
Subordinated debt and 2nd lien notes
127,970 10 123,244 10 
Structured products32,015 3 28,321 2 
Equity shares94,592 8 113,666 9 
Equity warrants70 — 476 — 
Investments in joint ventures55,971 4 47,479 4 
$1,261,603 100 %$1,233,405 100 %
Investment Activity
During the three months ended March 31, 2023, we made 10 new investments totaling $36.7 million, made investments in existing portfolio companies totaling $19.8 million and made a $45.0 million equity co-investment alongside certain affiliates in a portfolio company that specializes in providing financing to plaintiff law firms engaged in mass tort and other civil litigation. We had two loans repaid at par totaling $10.1 million and received $7.3 million of portfolio company principal payments and sales proceeds, recognizing a net realized loss on these transactions of $0.2 million. Finally, we received $3.8 million of return of capital from one of our joint ventures.
During the three months ended March 31, 2022, we made 21 new investments totaling $127.8 million, made investments in existing portfolio companies totaling $15.9 million and made additional investments in joint venture equity portfolio companies totaling $8.7 million. We received $2.0 million of portfolio company principal payments and sold $0.2 million of loans, recognizing a net realized gain on these transactions of $0.2 million.
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Total portfolio investment activity for the three months ended March 31, 2023 and 2022 was as follows:
Three Months Ended
March 31, 2023:
($ in thousands)
Senior Debt
and 1st Lien
Notes
Subordinated Debt and 2nd Lien Notes
Structured ProductsEquity
Shares		Equity
Warrants		Investments in Joint VenturesTotal
Fair value, beginning of period$920,219 $123,244 $28,321 $113,666 $476 $47,479 $1,233,405 
New investments54,252 683 — 46,519 — — 101,454 
Proceeds from sales of investments / return of capital— — — — — (3,763)(3,763)
Loan origination fees received(1,495)(20)— — — — (1,515)
Principal repayments received(16,187)(449)(833)— — — (17,469)
Payment-in-kind interest/dividends1,038 826 — — — — 1,864 
Accretion of loan premium/discount282 49 3 — — — 334 
Accretion of deferred loan origination revenue1,059 70 — — — — 1,129 
Realized gain (loss)(224)— — — — — (224)
Unrealized appreciation (depreciation)3,204 1,681 196 5,119 15 (523)9,692 
Fair value, end of period$962,148 $126,084 $27,687 $165,304 $491 $43,193 $1,324,907 
Three Months Ended
March 31, 2022:
($ in thousands)
Senior Debt
and 1st Lien
Notes
Subordinated Debt and 2nd Lien Notes
Structured ProductsEquity
Shares		Equity
Warrants		Investments in Joint VenturesTotal
Fair value, beginning of period$620,928 $92,297 $30,900 $59,601 $163 $61,253 $865,142 
New investments130,953 5,811 — 6,990 — 8,731 152,485 
Proceeds from sales of investments(276)— — — — — (276)
Loan origination fees received(2,711)18 — — — — (2,693)
Principal repayments received(1,532)— (478)— — — (2,010)
Payment-in-kind interest/dividends668 210 — — — — 878 
Accretion of loan premium/ discount219 36 3 — — — 258 
Accretion of deferred loan origination revenue675 35 — — — — 710 
Realized gain (loss)229 — — — — — 229 
Unrealized appreciation (depreciation)(4,262)(1,138)(970)12,606 (107)(3,687)2,442 
Fair value, end of period$744,891 $97,269 $29,455 $79,197 $56 $66,297 $1,017,165 
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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 March 31, 2023, we had two portfolio companies with investments on non-accrual, the fair value of which was $9.9 million, which comprised 0.7% of the total fair value our portfolio, and the cost of which was $19.3 million, which comprised of 1.4% of the total cost of our portfolio. As of December 31, 2022, we had one portfolio company with investments on non-accrual, the fair value of which was $6.5 million, which comprised 0.5% of the total fair value of our portfolio, and the cost of which was $17.4 million, which comprised 1.4% of the total cost of our portfolio.
A summary of our non-accrual assets as of March 31, 2023 is provided below.
Core Scientific, Inc.
During the quarter ended December 31, 2022, we placed our debt investment in Core Scientific, Inc., or Core Scientific, on non-accrual status effective with the monthly payment due October 31, 2022. As a result, under U.S. GAAP, we will not recognize interest income on our debt investment in Core Scientific for financial reporting purposes. As of March 31, 2023, the cost of our debt investment in Core Scientific was $17.4 million and the fair value of such investment was $8.8 million.
Serta Simmons Bedding LLC
During the quarter ended March 31, 2023, we placed our debt investment in Serta Simmons Bedding LLC, or Serta Simmons on non-accrual status effective with the quarterly payment due on March 31, 2023. As a result, under U.S. GAAP, we will not recognize interest income on our debt investment in Serta Simmons for financial reporting purposes. As of March 31, 2023, the cost of our debt investment in Serta Simmons was $1.9 million and the fair value of such investment was $1.1 million.
Results of Operations
Comparison of the three months ended March 31, 2023 and 2022
Operating results for the three months ended March 31, 2023 and 2022 were as follows:
Three Months EndedThree Months Ended
($ in thousands)March 31,
2023		March 31,
2022
Total investment income$34,239 $19,320 
Total operating expenses15,344 7,304 
Net investment income before taxes18,895 12,016 
Income taxes, including excise tax expense24 — 
Net investment income after taxes18,871 12,016 
Net realized gains (losses)(9,932)2,917 
Net unrealized appreciation (depreciation)16,554 2,331 
Net realized gains (losses) and unrealized appreciation (depreciation) on investments and foreign currency borrowings6,622 5,248 
Loss on extinguishment of debt— (181)
Net increase in net assets resulting from operations$25,493 $17,083 
Net increases (decreases) in net assets resulting from operations can vary substantially from period to period due to various factors, including recognition of realized gains and losses and unrealized appreciation and depreciation. As a result, comparisons of net changes in net assets resulting from operations may not be meaningful.
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Investment Income
Three Months EndedThree Months Ended
($ in thousands)March 31,
2023		March 31,
2022
Investment income:
Interest income$27,320 $13,379 
Dividend income3,479 3,790 
Fee and other income1,686 1,016 
Payment-in-kind interest income1,743 1,135 
Interest income from cash11 — 
Total investment income$34,239 $19,320 
The change in total investment income for the three months ended March 31, 2023, as compared to the three months ended March 31, 2022, was primarily due to an increase in the weighted average yield on the portfolio from higher base rates, an increase in the average size of our portfolio, 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 weighted average yield on the principal amount of our outstanding debt investments, other than non-accrual debt investments, was 10.3% as of March 31, 2023, as compared to 7.0% as of March 31, 2022. The amount of our outstanding debt investments was $1,167.3 million as of March 31, 2023, as compared to $889.9 million as of March 31, 2022. The increase in the average size of our portfolio was largely due to increased middle-market investment and special situation investment opportunities. For the three months ended March 31, 2023, dividends from portfolio companies and joint venture investments were $3.5 million, compared to $3.8 million for the three months ended March 31, 2022. For the three months ended March 31, 2023, acceleration of unamortized OID income and unamortized loan origination fee totaled $0.3 million, as compared to nil for the three months ended March 31, 2022. For the three months ended March 31, 2023, PIK interest income was $1.7 million, as compared to $1.1 million for the three months ended March 31, 2022.
Operating Expenses
Three Months EndedThree Months Ended
($ in thousands)March 31,
2023		March 31,
2022
Operating expenses:
Interest and other financing fees$11,293 $3,751 
Base management fee486 355 
Incentive fee2,699 2,323 
Professional fees232 216 
Directors fees60 75 
Custody and administrative fees182 193 
Other general and administrative expenses392 391 
Total operating expenses$15,344 $7,304 
Interest and Other Financing Fees
Interest and other financing fees during the three months ended March 31, 2023 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 three months ended March 31, 2022 were attributable to borrowings under the February 2027 Notes, the September 2020 Subscription Facility (as defined below under “Financial Condition, Liquidity and Capital Resources”) and the ING Credit Facility. The increase in interest and other financing fees for the three months ended March 31, 2023 as compared to the three months ended March 31, 2022, was primarily attributable to increased borrowings under the ING Credit Facility and an increase in the weighted average interest rate on the ING Credit Facility. The weighted average interest on the ING Credit Facility was 6.7% as of March 31, 2023, as compared to 2.5% as of March 31, 2022.
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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 months ended March 31, 2023 and 2022, the amount of base management fee incurred was $0.5 million and $0.4 million, respectively.
Incentive Fees
Under the Advisory Agreement, we pay Barings an incentive fee. The incentive fee consists of two parts: (i) an Income-Based Fee based on pre-incentive fee net investment income and (ii) a Capital Gains 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 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 months ended March 31, 2023, the amount of Income-Based Fee incurred was $2.7 million, and we did not accrue any Capital Gains Fee. For the three months ended March 31, 2022, the amount of Income-Based Fee incurred was $1.8 million, and we accrued $0.5 million 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 both the three months ended March 31, 2023 and 2022, the amount of administration expense incurred and invoiced by Barings for expenses was approximately $0.3 million. In addition to expenses incurred under the Administration Agreement, other general and administrative expenses include D&O insurance costs and other costs related to our operations.
Net Realized Gains (Losses)
Net realized gains (losses) during the three months ended March 31, 2023 and 2022 were as follows:
Three Months EndedThree Months Ended
($ in thousands)March 31,
2023		March 31,
2022
Net realized gains (losses):
Non-Control / Non-Affiliate investments$(224)$190 
Affiliate investments— 39 
Net realized gains (losses) on investments(224)229 
Foreign currency transactions(9,708)$2,688 
Net realized gains (losses)$(9,932)$2,917 
For the three months ended March 31, 2023, we recognized net realized losses totaling $9.9 million, which consisted primarily of a net loss on foreign currency transactions of $9.7 million and a net loss on our loan portfolio of $0.2 million. For
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the three months ended March 31, 2022, we recognized net realized gains totaling $2.9 million, which consisted primarily of a net gain on our loan portfolio of $0.2 million and a net gain on foreign currency transactions of $2.7 million.
Net Unrealized Appreciation (Depreciation)
Net unrealized appreciation (depreciation) during the three and three months ended March 31, 2023 and 2022 were as follows:
Three Months EndedThree Months Ended
($ in thousands)March 31,
2023		March 31,
2022
Net unrealized appreciation (depreciation)
Non-Control / Non-Affiliate investments$6,125 $(6,546)
Affiliate investments3,452 8,912 
Net unrealized appreciation (depreciation) on investments9,577 2,366 
Foreign currency transactions6,977 (35)
Net unrealized appreciation (depreciation)$16,554 $2,331 
During the three months ended March 31, 2023, we recorded net unrealized appreciation totaling $16.6 million, consisting of net unrealized appreciation on our current portfolio of $9.3 million, net unrealized appreciation related to foreign currency transactions of $7.0 million and net unrealized appreciation reclassification adjustments of $0.4 million related to realized gains and losses recognized during the year, partially offset by deferred taxes of $0.1 million. The net unrealized appreciation on our current portfolio of $9.3 million was driven primarily by the credit or fundamental performance of investments of $4.9 million, the impact of foreign currency exchange rates on investments of $3.8 million and broad market moves for investments of $0.6 million.
During the three months ended March 31, 2022, we recorded net unrealized appreciation totaling $2.3 million, consisting of net unrealized appreciation on our current portfolio of $2.6 million, partially offset by 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 current portfolio of $2.6 million was driven primarily by the credit or fundamental performance of investments of $12.5 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 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 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 183.4% as of March 31, 2023.
Cash Flows
For the three months ended March 31, 2023, we experienced a net decrease in cash in the amount of $42.6 million. During that period, our operating activities used $93.5 million in cash, consisting primarily of purchases of portfolio investments of $118.9 million, partially offset by proceeds from sales or repayments of portfolio investments totaling $21.6 million. In addition, our financing activities provided $50.8 million of cash, consisting primarily of net borrowings under the ING Credit Facility totaling $60.0 million, partially offset by dividends paid in the amount of $9.2 million. As of March 31, 2023, we had $18.2 million of cash on hand, including foreign currencies.
For the three months ended March 31, 2022, we experienced a net increase in cash in the amount of $126.6 million. During 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 or repayments 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 of the February 2027 Notes of $99.9 million, borrowings under the ING Credit Facility totaling $96.0 million and proceeds from the issuance of common stock of $113.9 million, partially offset by repayment of the September 2020
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Subscription Facility totaling $66.4 million and dividends paid in the amount of $6.2 million. As of March 31, 2022, we had $171.6 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 lenders from time to time 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 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.
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,
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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 October 13, 2022, we amended the ING Credit Facility to increase total commitments from lenders to $710.0 million from $625.0 million.
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 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 SOFR 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.
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 to portfolio companies, or (b) 167% or 200% at specified concentrations of such assets at amounts less than or equal to 70% of the total fair value of our portfolio, (iii) meeting a minimum liquidity test, (iv) meeting a minimum net worth test, and (v) maintaining our status as a regulated investment company (“RIC”) under the Internal Revenue Code of 1986, as amended (the “Code”) and as a BDC under the 1940 Act. 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 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 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 March 31, 2023, 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 March 31, 2023, we had U.S. dollar borrowings of $530.0 million under the ING Credit Facility with an interest rate of 7.009% (with Term SOFR borrowings subject to one month SOFR of 4.759%), borrowings denominated in British pounds sterling of £33.2 million ($41.1 million U.S. dollars) with an interest rate of 6.110% (one month SONIA of 3.960%), borrowings denominated in Euros of €63.5 million ($69.0 million U.S. dollars) with an interest rate of 4.775% (one month EURIBOR of 2.625%) and borrowings denominated in Australian Dollars of A$5.5 million ($3.7 million U.S. dollars) with an interest rate of 5.900% (one month AUD Screen Rate of 3.750%). 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 Statements 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
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February 22, 2022.
The February 2027 Notes, for which we were 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 0.75% per year, to the extent the February 2027 Notes 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 stockholders, 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 September 30, 2022,March 31, 2023, 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
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
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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 September 30, 2022,March 31, 2023, we made approximately $81.8approximately $2.7 million of new commitments, of which $63.7 $2.2 million closed and funded. The $63.7$2.2 million of investments consists of $63.2of $1.9 million of first lien senior secured debt investments and $0.5$0.3 million of equitysubordinated debt investments. The weighted average yield of the debt investments was 9.9%11.2%. In addition, we funded $5.3$3.7 million of previously committed delayed draw term loans.
Subsequent to September 30, 2022, we placed our debt investment in Core Scientific Inc. (“Core Scientific”) on non-accrual status effective with the monthly payment due October 31, 2022. As a result, under U.S. GAAP, we will no longer recognize interest income on our debt investment in Core Scientific for financial reporting purposes.
On October 13, 2022, we amended the ING Credit Facility to increase total commitments from lenders to $710.0 million from $625.0 million. There were no other amendments to the terms of the ING Credit Facility.loans.
On November 10, 2022,May 4, 2023, the Board declared a quarterly dividend of $0.54$0.62 per share payable on DecemberJune 14, 20222023 to holders of record as of December 7, 2022.May 31, 2023.
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 of Investments
The most significant estimate inherent in the preparation of our financial statements isAdviser conducts the valuation of our investments, and the related amounts of unrealized appreciation and depreciation of investments recorded. We have aupon which our 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 or (“ASC Topic 820.820”). Our current valuation policy and processes were established by Baringsthe Adviser and were approved by the Board.
As of September 30, 2022,March 31, 2023, our investment portfolio, valued at fair value in accordance with the Board-approved valuation policies, represented approximately 181%214% of our total net assets, as compared to approximately 178%205% of our total net assets as of December 31, 2021.2022.
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
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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.
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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 in the notes to our Unaudited Consolidatedconsolidated 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, the Adviser determines 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, the Adviser 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 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
The Board must determine fair value in good faith for any or all of our investments for which market quotations are not readily available. The Board may choose to designate our investment adviser to perform the fair value determination relating to such investments. The Board has designated Baringsthe Adviser as valuation designee to perform the fair value determinations relating to the value of these assets. 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'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
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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
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 independent providers 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 the valuation (for example, changes in interest rates or the credit quality of the borrower). At the quarter end following that of the initial acquisition, such loans and equity investments are generally sent to a valuation provider which will determine the fair
96

value of each investment. The independent valuation providers apply 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. 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. If the Barings’ pricing committee disagrees with the price range provided, it may make a fair value recommendation to Barings that is outside of the range provided by the independent valuation provider 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'stockholders’ best interests, to request an 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, Barings 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, 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. Barings implemented enhanced processes to comply with the new rule’s valuation requirements before the SEC’s September 8, 2022 compliance date.
Valuation TechniquesInputs
The Adviser’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 Adviser’s market assumptions. The Adviser’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 Adviser will utilize alternative approaches such as broker quotes or manual prices. The Adviser 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 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, the Adviser estimates 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 on preferred equity securities is recorded on the accrual basis to the extent that such
87

amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity 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
97

prepayment penalties, advisory,structuring fees, covenant waiver fees and loan amendment and other fees, and are recorded as investment income when earned.
Fee income for the three and nine months ended September 30,March 31, 2023 and 2022 and 2021 was as follows:
Three Months EndedThree Months EndedNine Months EndedNine Months Ended
($ in thousands)September 30, 2022September 30, 2021September 30, 2022September 30, 2021
Recurring Fee Income:
Amortization of loan origination fees$845 $386 $2,333 $913 
Management, valuation and other fees304 143 848 324 
Total Recurring Fee Income1,149 529 3,181 1,237 
Non-Recurring Fee Income:
Prepayment fees— 10 108 10 
Acceleration of unamortized loan origination fees538 108 804 152 
Advisory, loan amendment and other fees133 212 472 226 
Total Non-Recurring Fee Income671 330 1,384 388 
Total Fee Income$1,820 $859 $4,565 $1,625 
Three Months EndedThree Months Ended
($ in thousands)March 31, 2023March 31, 2022
Recurring Fee Income:
Amortization of loan origination fees$928 $688 
Management, valuation and other fees336 270 
Total Recurring Fee Income1,264 958 
Non-Recurring Fee Income:
Acceleration of unamortized loan origination fees201 22 
Advisory, loan amendment and other fees221 36 
Total Non-Recurring Fee Income422 58 
Total Fee Income$1,686 $1,016 
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.
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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 September 30, 2022,March 31, 2023, we believe we have adequate financial resources to satisfy our unfunded commitments. The balances of unused commitments to extend financing as of September 30, 2022March 31, 2023 and December 31, 20212022 were as follows:
Portfolio Company
($ in thousands)		Investment TypeSeptember 30, 2022December 31, 2021
Acclime Holdings HK Limited(1)(2)Delayed Draw Term Loan$— $141 
Acclime Holdings HK Limited(1)(2)Delayed Draw Term Loan— 776 
Accurus Aerospace Corporation(1)Revolver922 — 
Air Comm Corporation, LLC(1)Delayed Draw Term Loan— 108 
Air Comm Corporation, LLC(1)Delayed Draw Term Loan— 1,150 
Amtech LLC(1)Delayed Draw Term Loan909 909 
Amtech LLC(1)Revolver182 227 
AnalytiChem Holding GmbH(1)(2)(3)Delayed Draw Term Loan— 2,582 
AnalytiChem Holding GmbH(1)(2)(3)Incremental Term Loan401 — 
AnalytiChem Holding GmbH(1)(2)(3)Bridge Revolver157 — 
APC1 Holding(1)(2)(3)Delayed Draw Term Loan490 — 
Aquavista Watersides 2 LTD(1)(2)(4)Bridge Revolver— 151 
Aquavista Watersides 2 LTD(1)(2)(4)Capex / Acquisition Facility776 941 
Arc Education(1)(3)Delayed Draw Term Loan1,744 — 
Argus Bidco Limited(1)(2)(4)CAF Term Loan366 — 
Argus Bidco Limited(1)(2)(4)Bridge Term Loan78 — 
ASC Communications, LLC(1)(2)Revolver658 — 
Astra Bidco Limited(1)(2)(4)Delayed Draw Term Loan634 769 
Avance Clinical Bidco Pty Ltd(1)(5)Delayed Draw Term Loan925 1,046 
Azalea Buyer, Inc.(1)(2)Delayed Draw Term Loan641 641 
Azalea Buyer, Inc.(1)(2)Revolver321 321 
Bariacum S.A(1)(2)(3)Acquisition Facility588 682 
Beyond Risk Management, Inc.(1)(2)Delayed Draw Term Loan2,423 2,573 
BigHand UK Bidco Limited(1)(2)(4)Acquisition Facility— 99 
Bounteous, Inc.(1)(2)Delayed Draw Term Loan2,580 2,580 
Brightpay Limited(1)(2)(3)Delayed Draw Term Loan167 389 
Brightpay Limited(1)(2)(3)Delayed Draw Term Loan112 130 
BrightSign LLC(1)(2)Revolver715 715 
British Engineering Services Holdco Limited(1)(2)(4)Bridge Revolver— 86 
CAi Software, LLC(1)Revolver707 707 
Canadian Orthodontic Partners Corp.(1)(2)(6)Delayed Draw Term Loan105 160 
Ceres Pharma NV(1)(3)Delayed Draw Term Loan858 996 
CGI Parent, LLC(1)(2)Revolver1,653 — 
Coastal Marina Holdings, LLC(1)(2)PIK Tranche B Term Loan656 656 
Coastal Marina Holdings, LLC(1)(2)Tranche A Term Loan1,788 1,788 
Comply365, LLC(1)(2)Revolver555 — 
Coyo Uprising GmbH(1)(2)(3)Delayed Draw Term Loan927 1,076 
Crash Champions, LLC(1)Delayed Draw Term Loan— 2,712 
CSL DualCom(1)(2)(4)Acquisition Term Loan1,024 1,242 
DecksDirect, LLC(1)(2)Revolver218 218 
Dune Group(1)(2)(3)Delayed Draw Term Loan900 1,044 
Portfolio Company
($ in thousands)		Investment TypeMarch 31, 2023December 31, 2022
Accurus Aerospace Corporation(1)(2)Revolver$369 $461 
AlliA Insurance Brokers NV(1)(2)(3)Delayed Draw Term Loan2,055 — 
Amtech LLC(1)Delayed Draw Term Loan909 909 
Amtech LLC(1)Revolver227 182 
AnalytiChem Holding GmbH(1)(2)(3)Bridge Revolver174 171 
APC1 Holding(1)(3)Delayed Draw Term Loan— 354 
Aquavista Watersides 2 LTD(1)(2)(4)Capex / Acquisition Facility645 761 
8998


Portfolio Company
($ in thousands)		Investment TypeSeptember 30, 2022December 31, 2021
Dwyer Instruments, Inc.(1)(2)Delayed Draw Term Loan1,845 1,094 
Eclipse Business Capital, LLC(1)(2)Revolver8,175 5,840 
EMI Porta Holdco LLC(1)(2)Delayed Draw Term Loan3,774 5,339 
EMI Porta Holdco LLC(1)(2)Revolver885 1,271 
EPS NASS Parent, Inc.(1)(2)Delayed Draw Term Loan187 425 
eShipping, LLC(1)(2)Delayed Draw Term Loan1,923 1,923 
eShipping, LLC(1)(2)Revolver1,122 930 
Events Software BidCo Pty Ltd(1)Delayed Draw Term Loan640 — 
Express Wash Acquisition Company, LLC(1)Delayed Draw Term Loan391 — 
Fineline Technologies, Inc.(1)(2)Delayed Draw Term Loan240 240 
Footco 40 Limited(1)(2)(4)Delayed Draw Term Loan711 — 
FragilePak LLC(1)(2)Delayed Draw Term Loan3,779 3,779 
Global Academic Group Limited(1)(7)Term Loan269 — 
GPZN II GmbH(1)(2)(3)CAF Term Loan514 — 
Greenhill II BV(1)(2)(3)Capex Acquisition Facility234 — 
HeartHealth Bidco Pty Ltd(1)(2)(5)Delayed Draw Term Loan297 — 
Heartland Veterinary Partners, LLC(1)(2)Delayed Draw Term Loan95 235 
HTI Technology & Industries(1)(2)Delayed Draw Term Loan1,023 — 
HTI Technology & Industries(1)(2)Revolver682 — 
IGL Holdings III Corp.(1)Delayed Draw Term Loan— 360 
Innovad Group II BV(1)(2)(3)Delayed Draw Term Loan765 1,206 
INOS 19-090 GmbH(1)(2)(3)Acquisition Facility756 878 
Interstellar Group B.V.(1)(2)(3)Delayed Draw Term Loan1,203 — 
Interstellar Group B.V.(1)(2)(3)Delayed Draw Term Loan109 — 
ITI Intermodal, Inc.(1)(2)Delayed Draw Term Loan103 103 
ITI Intermodal, Inc.(1)(2)Revolver118 124 
Jaguar Merger Sub Inc.(1)(2)Delayed Draw Term Loan3,763 1,961 
Jaguar Merger Sub Inc.(1)(2)Revolver490 490 
Jon Bidco Limited(1)(2)(7)Capex & Acquisition Facility383 — 
Jones Fish Hatcheries & Distributors LLC(1)(2)Revolver418 — 
Kano Laboratories LLC(1)(2)Delayed Draw Term Loan1,574 1,903 
Kano Laboratories LLC(1)(2)Delayed Draw Term Loan1,203 1,574 
Lambir Bidco Limited(1)(2)(3)Bridge Revolver— 666 
Lambir Bidco Limited(1)(2)(3)Delayed Draw Term Loan1,147 1,332 
LeadsOnline, LLC(1)(2)Revolver1,952 — 
LivTech Purchaser, Inc.(1)(2)Delayed Draw Term Loan130 316 
Marmoutier Holding B.V.(1)(3)Delayed Draw Term Loan22 405 
Marmoutier Holding B.V.(1)(3)Revolver139 162 
Marshall Excelsior Co.(1)(2)Revolver250 — 
MC Group Ventures Corporation(1)(2)Delayed Draw Term Loan861 861 
Mercell Holding AS(1)(2)(8)Bridge Term Loan127 — 
Mercell Holding AS(1)(2)(8)Capex Acquisition Facility425 — 
Modern Star Holdings Bidco Pty Limited(1)(2)(5)Capex Term Loan318 360 
Murphy Midco Limited(1)(2)(4)Delayed Draw Term Loan747 906 
Narda Acquisitionco., Inc.(1)(2)Revolver649 684 
Navia Benefit Solutions, Inc.(1)Delayed Draw Term Loan— 4,338 
Nexus Underwriting Management Limited(1)(2)(4)Revolver— 53 
Portfolio Company
($ in thousands)		Investment TypeMarch 31, 2023December 31, 2022
Arc Education(1)(3)Delayed Draw Term Loan1,934 1,900 
Argus Bidco Limited(1)(2)(4)CAF Term Loan337 395 
Argus Bidco Limited(1)(2)(4)RCF Bridge Term Loan86 84 
ASC Communications, LLCRevolver659 659 
Astra Bidco Limited(1)(4)Delayed Draw Term Loan702 683 
ATL II MRO Holdings Inc.(1)Revolver1,250 1,250 
Avance Clinical Bidco Pty Ltd(1)(5)Delayed Draw Term Loan964 976 
Azalea Buyer, Inc.(1)Delayed Draw Term Loan641 641 
Azalea Buyer, Inc.(1)Revolver321 321 
Bariacum S.A(1)(3)Acquisition Facility652 640 
Beyond Risk Management, Inc.(1)(2)Delayed Draw Term Loan2,423 2,423 
Biolam Group(1)(2)(3)Delayed Draw Term Loan2,768 3,189 
Bounteous, Inc.(1)(2)Delayed Draw Term Loan2,580 2,580 
Brightpay Limited(1)(2)(3)Delayed Draw Term Loan124 122 
BrightSign LLC(1)Revolver— 715 
CAi Software, LLC(1)(2)Revolver707 707 
Canadian Orthodontic Partners Corp.(1)(2)(6)Delayed Draw Term Loan— 106 
Ceres Pharma NV(1)(3)Delayed Draw Term Loan1,472 1,610 
CGI Parent, LLC(1)(2)Revolver1,653 1,653 
Comply365, LLC(1)Revolver556 472 
Coyo Uprising GmbH(1)(3)Delayed Draw Term Loan514 505 
CSL DualCom(1)(4)Capex / Acquisition Term Loan181 177 
DataServ Integrations, LLC(1)Revolver481 481 
DecksDirect, LLC(1)Revolver218 218 
DISA Holdings Corp.(1)Delayed Draw Term Loan912 912 
DISA Holdings Corp.(1)Revolver286 277 
Dune Group(1)(2)(3)Delayed Draw Term Loan998 980 
Dwyer Instruments, Inc.(1)Delayed Draw Term Loan1,845 1,845 
Eclipse Business Capital, LLC(1)Revolver9,074 8,625 
EMI Porta Holdco LLC(1)(2)Delayed Draw Term Loan3,532 3,532 
EMI Porta Holdco LLC(1)(2)Revolver468 631 
EPS NASS Parent, Inc.(1)Delayed Draw Term Loan187 187 
eShipping, LLC(1)Delayed Draw Term Loan1,923 1,923 
eShipping, LLC(1)Revolver1,122 1,122 
Eurofins Digital Testing International LUX Holding SARL(1)(2)(3)Delayed Draw Term Loan358 352 
Eurofins Digital Testing International LUX Holding SARL(1)(2)(3)Delayed Draw Term Loan1,791 1,759 
Events Software BidCo Pty Ltd(1)(2)Delayed Draw Term Loan640 640 
Express Wash Acquisition Company, LLC(1)(2)Revolver77 77 
Faraday(1)(2)(3)Delayed Draw Term Loan973 
Fineline Technologies, Inc.(1)(2)Delayed Draw Term Loan— 240 
Footco 40 Limited(1)(2)(4)Delayed Draw Term Loan556 766 
Fortis Payment Systems, LLC(1)(2)Delayed Draw Term Loan925 925 
FragilePak LLC(1)Delayed Draw Term Loan3,779 3,779 
GB Eagle Buyer, Inc.(1)(2)Revolver1,936 1,935 
Global Academic Group Limited(1)(7)Term Loan297 301 
GPZN II GmbH(1)(2)(3)CAF Term Loan— 560 
9099


Portfolio Company
($ in thousands)		Investment TypeSeptember 30, 2022December 31, 2021
Nexus Underwriting Management Limited(1)(2)(4)Acquisition Facility751 989 
Novotech Aus Bidco Pty Ltd(1)(2)Capex & Acquisition Facility1,042 — 
NPM Investments 28 BV(1)(3)Delayed Draw Term Loan425 — 
OA Buyer, Inc.(1)(2)Revolver1,331 1,331 
OAC Holdings I Corp(1)(2)Revolver401 — 
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 Loan2,505 3,643 
OSP Hamilton Purchaser, LLC(1)(2)Revolver187 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)Series 2022-One Class A55 — 
Perimeter Master Note Business Trust (1)(2)Series 2022-One Class B55 — 
Perimeter Master Note Business Trust (1)(2)Series 2022-One Class C55 — 
Perimeter Master Note Business Trust (1)(2)Series 2022-One Class D55 — 
Perimeter Master Note Business Trust (1)(2)Series 2022-One Class E2,794 — 
Polara Enterprises, L.L.C.(1)(2)Revolver273 273 
Policy Services Company, LLC(1)(2)Delayed Draw Term Loan— 2,632 
Premium Invest(1)(2)(3)Delayed Draw Term Loan3,331 834 
ProfitOptics, LLC(1)(2)Revolver194 — 
Protego Bidco B.V.(1)(2)(3)Delayed Draw Term Loan193 224 
PSP Intermediate 4, LLC(1)(2)(3)Delayed Draw Term Loan667 — 
QPE7 SPV1 BidCo Pty Ltd(1)(2)(5)Acquisition Term loan— 461 
Questel Unite(1)(3)Incremental Term Loan2,536 2,944 
Rep Seko Merger Sub LLC(1)(2)Delayed Draw Term Loan465 727 
Reward Gateway (UK) Ltd(1)(2)(4)Acquisition Facility682 1,301 
Riedel Beheer B.V.(1)(2)(3)Delayed Draw Term Loan— 153 
Riedel Beheer B.V.(1)(2)(3)Revolver— 230 
Royal Buyer, LLC(1)(2)Delayed Draw Term Loan1,104 — 
Royal Buyer, LLC(1)(2)Revolver670 — 
Safety Products Holdings, LLC(1)(2)Delayed Draw Term Loan2,451 2,594 
Sanoptis S.A.R.L.(1)(2)(3)Acquisition Capex Facility2,147 — 
Scaled Agile, Inc.(1)Delayed Draw Term Loan416 416 
Scaled Agile, Inc.(1)Revolver336 336 
Scout Bidco B.V.(1)(2)(3)Delayed Draw Term Loan1,042 — 
Scout Bidco B.V.(1)(2)(3)Revolver473 — 
Sereni Capital NV(1)(3)Term Loan220 — 
Smartling, Inc.(1)(2)Delayed Draw Term Loan1,176 1,177 
Smartling, Inc.(1)(2)Revolver588 588 
SSCP Pegasus Midco Limited(1)(2)(4)Delayed Draw Term Loan1,562 1,895 
Superjet Buyer, LLC(1)Revolver1,460 1,460 
Syntax Systems Ltd(1)(2)Delayed Draw Term Loan1,142 1,142 
Syntax Systems Ltd(1)(2)Revolver199 336 
Tank Holding Corp(1)Revolver655 — 
Techone B.V.(1)(2)(3)Delayed Draw Term Loan— 485 
Techone B.V.(1)(2)(3)Revolver61 129 
Tencarva Machinery Company, LLC(1)Delayed Draw Term Loan— 591 
Portfolio Company
($ in thousands)		Investment TypeMarch 31, 2023December 31, 2022
Greenhill II BV(1)(3)Capex Acquisition Facility260 255 
Groupe Product Life(1)(3)Delayed Draw Term Loan449 441 
Gusto Aus BidCo Pty Ltd(1)(5)Delayed Draw Term Loan220 223 
HeartHealth Bidco Pty Ltd(1)(5)Delayed Draw Term Loan309 313 
Heartland Veterinary Partners, LLC(1)(2)Delayed Draw Term Loan95 95 
HEKA Invest(1)(2)(3)Delayed Draw Term Loan565 555 
HTI Technology & Industries(1)(2)Delayed Draw Term Loan1,023 1,023 
HTI Technology & Industries(1)(2)Revolver682 682 
Innovad Group II BV(1)(2)(3)Delayed Draw Term Loan849 834 
INOS 19-090 GmbH(1)(3)Acquisition Facility1,257 1,235 
Interstellar Group B.V.(1)(3)Delayed Draw Term Loan1,334 1,310 
Interstellar Group B.V.(1)(3)Delayed Draw Term Loan56 55 
Isolstar Holding NV (IPCOM)(1)(3)Delayed Draw Term Loan757 744 
ITI Intermodal, Inc.(1)(2)Delayed Draw Term Loan— 103 
ITI Intermodal, Inc.(1)(2)Delayed Draw Term Loan1,959 — 
ITI Intermodal, Inc.(1)(2)Revolver461 118 
Jaguar Merger Sub Inc.(1)Delayed Draw Term Loan— 422 
Jaguar Merger Sub Inc.(1)Revolver— 490 
Jon Bidco Limited(1)(7)Capex & Acquisition Facility424 428 
Jones Fish Hatcheries & Distributors LLC(1)(2)Revolver418 418 
Kano Laboratories LLC(1)Delayed Draw Term Loan1,574 1,574 
Kano Laboratories LLC(1)Delayed Draw Term Loan1,203 1,203 
Lambir Bidco Limited(1)(2)(3)Delayed Draw Term Loan1,272 1,250 
LeadsOnline, LLC(1)Revolver1,952 1,952 
LivTech Purchaser, Inc.(1)(2)Delayed Draw Term Loan530 530 
Marmoutier Holding B.V.(1)(2)(3)Delayed Draw Term Loan24 24 
Marmoutier Holding B.V.(1)(2)(3)Revolver108 106 
Marshall Excelsior Co.(1)Revolver33 250 
MC Group Ventures Corporation(1)Delayed Draw Term Loan311 311 
Mercell Holding AS(1)(8)Capex Acquisition Facility375 398 
Modern Star Holdings Bidco Pty Limited(1)(2)(5)Term Loan331 335 
Murphy Midco Limited(1)(2)(4)Delayed Draw Term Loan491 553 
Narda Acquisitionco., Inc.(1)(2)Revolver615 615 
NeoxCo(1)(2)(3)Delayed Draw Term Loan489 — 
Nexus Underwriting Management Limited(1)(2)(4)Acquisition Facility685 810 
NF Holdco, LLC(1)(2)Revolver737 — 
Novotech Aus Bidco Pty Ltd(1)(2)Capex & Acquisition Facility1,042 1,042 
NPM Investments 28 BV(1)(3)Delayed Draw Term Loan471 463 
OA Buyer, Inc.(1)Revolver1,331 1,331 
OAC Holdings I Corp(1)Revolver127 303 
Omni Intermediate Holdings, LLC(1)(2)Delayed Draw Term Loan— 2,505 
OSP Hamilton Purchaser, LLC(1)(2)Revolver259 187 
Polara Enterprises, L.L.C.(1)Revolver273 273 
Premium Invest(1)(3)Delayed Draw Term Loan3,694 3,629 
ProfitOptics, LLC(1)Revolver123 194 
Protego Bidco B.V.(1)(2)(3)Delayed Draw Term Loan214 210 
PSP Intermediate 4, LLC(1)(2)(3)Delayed Draw Term Loan740 727 
91100


Portfolio Company
($ in thousands)		Investment TypeSeptember 30, 2022December 31, 2021
Tencarva Machinery Company, LLC(1)Revolver752 752 
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)(1)(2)Delayed Draw Term Loan2,707 2,707 
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)(1)(2)Revolver796 796 
The Cleaver-Brooks Company, Inc.(1)(2)Revolver1,292 — 
Turbo Buyer, Inc.(1)Delayed Draw Term Loan1,537 1,494 
Union Bidco Limited(1)(2)(4)Acquisition Facility89 — 
United Therapy Holding III GmbH(1)(2)(3)Acquisition Facility1,488 — 
W2O Holdings, Inc.(1)(2)Delayed Draw Term Loan1,060 1,549 
Waccamaw River(2)Joint Venture2,480 11,280 
Woodland Foods, LLC(1)(2)Line of Credit370 967 
Xeinadin Bidco Limited(1)(2)(4)CAF Term Loan2,201 — 
ZB Holdco LLC(1)Delayed Draw Term Loan676 — 
ZB Holdco LLC(1)Revolver423 — 
Zeppelin Bidco Limited(1)(2)(4)Capex / Acquisition Facility1,168 — 
Zeppelin Bidco Limited(1)(2)(4)Revolver245 — 
Total unused commitments to extend financing$120,601 $116,977 
Portfolio Company
($ in thousands)		Investment TypeMarch 31, 2023December 31, 2022
Qualified Industries, LLC(1)(2)Revolver242 — 
Questel Unite(1)(2)(3)Incremental Term Loan2,813 2,763 
R1 Holdings, LLC(1)Delayed Draw Term Loan910 1,311 
R1 Holdings, LLC(1)Revolver801 801 
Randys Holdings, Inc.(1)(2)Delayed Draw Term Loan3,309 3,309 
Randys Holdings, Inc.(1)(2)Revolver1,135 1,178 
Rep Seko Merger Sub LLC(1)Delayed Draw Term Loan289 362 
Reward Gateway (UK) Ltd(1)(2)(4)Acquisition Facility756 735 
Rocade Holdings LLCPreferred Equity10,000 — 
Royal Buyer, LLC(1)Delayed Draw Term Loan1,041 1,104 
Royal Buyer, LLC(1)Revolver670 670 
Safety Products Holdings, LLC(1)(2)Delayed Draw Term Loan2,451 2,451 
Sanoptis S.A.R.L.(1)(2)(3)Acquisition Capex Facility1,134 2,076 
Sanoptis S.A.R.L.(1)(2)(9)CAF Delayed Draw Term Loan450 — 
SBP Holdings LP(1)(2)Delayed Draw Term Loan735 — 
SBP Holdings LP(1)(2)Revolver444 — 
Scaled Agile, Inc.(1)(2)Delayed Draw Term Loan416 416 
Scaled Agile, Inc.(1)(2)Revolver336 336 
Scout Bidco B.V.(1)(3)Delayed Draw Term Loan1,155 1,135 
Scout Bidco B.V.(1)(3)Revolver524 515 
Sereni Capital NV(1)(2)(3)Delayed Draw Term Loan1,599 — 
Sereni Capital NV(1)(2)(3)Term Loan— 109 
Smartling, Inc.(1)(2)Delayed Draw Term Loan1,176 1,176 
Smartling, Inc.(1)(2)Revolver588 588 
Soho Square III Debtco II SARL(1)(4)Delayed Draw Term Loan2,318 2,255 
Solo Buyer, L.P.(1)(2)Revolver1,197 1,197 
Sparus Holdings, LLC (f/k/a Sparus Holdings, Inc.)(1)Delayed Draw Term Loan399 666 
Sparus Holdings, LLC (f/k/a Sparus Holdings, Inc.)(1)Revolver141 156 
Spatial Business Systems LLC(1)Delayed Draw Term Loan3,750 3,750 
Spatial Business Systems LLC(1)Revolver703 703 
SSCP Pegasus Midco Limited(1)(4)Delayed Draw Term Loan1,730 1,683 
Superjet Buyer, LLC(1)Revolver1,460 1,460 
Syntax Systems Ltd(1)(2)Delayed Draw Term Loan1,142 1,142 
Syntax Systems Ltd(1)(2)Revolver119 199 
Tank Holding Corp(1)Revolver469 545 
Tanqueray Bidco Limited(1)(2)(4)Capex Facility1,118 1,088 
Techone B.V.(1)(3)Revolver93 61 
Tencarva Machinery Company, LLC(1)Revolver752 752 
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)(1)Delayed Draw Term Loan2,707 2,707 
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)(1)Revolver796 796 
The Cleaver-Brooks Company, Inc.(1)Revolver1,615 1,413 
Trader Corporation(1)(6)Revolver173 173 
TSYL Corporate Buyer, Inc.(1)Delayed Draw Term Loan1,681 1,681 
TSYL Corporate Buyer, Inc.(1)Revolver177 177 
Turbo Buyer, Inc.(1)(2)Delayed Draw Term Loan974 974 
Union Bidco Limited(1)(2)(4)Acquisition Facility80 78 
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Portfolio Company
($ in thousands)		Investment TypeMarch 31, 2023December 31, 2022
United Therapy Holding III GmbH(1)(2)(3)Acquisition Facility672 1,170 
Unither (Uniholding)(1)(2)(3)Delayed Draw Term Loan471 — 
W2O Holdings, Inc.(1)(2)Delayed Draw Term Loan234 — 
W2O Holdings, Inc.(1)(2)Delayed Draw Term Loan— 1,060 
Waccamaw River(2)Joint Venture2,480 2,480 
Whitcraft Holdings, Inc.(1)(2)Revolver943 — 
Woodland Foods, LLC(1)(2)Line of Credit213 213 
WWEC Holdings III Corp(1)(2)Delayed Draw Term Loan1,165 1,165 
WWEC Holdings III Corp(1)(2)Revolver512 512 
Xeinadin Bidco Limited(1)(4)CAF Term Loan2,438 2,372 
ZB Holdco LLC(1)Delayed Draw Term Loan— 676 
ZB Holdco LLC(1)Revolver423 423 
Zeppelin Bidco Limited(1)(2)(4)Capex / Acquisition Facility1,293 1,258 
Total unused commitments to extend financing$154,815 $143,252 
(1)The Adviser’s 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 currentthe Company’s 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.
(8)Actual commitment amount is denominated in Norwegian Kroner. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(9)Actual commitment amount is denominated in Swiss francs. 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 pricesfair value 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, NIBOR, BBSY, CDOR, SONIA,STIBOR, SOFR, BKBM, SARONNIBOR and SOFR.SONIA. 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 September 30, 2022,March 31, 2023, we were not a party to any interest rate hedging arrangements.
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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 confirmedU.K.’s Financial Conduct Authority publicly announced that all U.S. Dollar LIBOR settings will either cease to be provided by any administrator or no longer be representative: (a)representative (i) immediately after December 31, 2021 in the case of sterling, euro, Swiss franc,for one-week and Japanese yen,two-month U.S. Dollar LIBOR settings and the one week and two month U.S. dollar settings; and (b)(ii) immediately after June 30, 2023 in the case offor the remaining U.S. Dollar
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LIBOR settings. Although most U.S. dollar settings. In addition,LIBOR rates will continue to be published through June 30, 2023, the Financial Conduct Authority no longer compels panel banks to continue to contribute to LIBOR and the Federal Reserve Board, the Office of the Comptroller of the Currency, and the Federal Deposit Insurance Corporation have encouraged banks to cease entering into new contracts that use U.S. dollar LIBOR as a resultreference rate. The U.S. Federal Reserve, in conjunction with the Alternative Reference Rates Committee, a steering committee comprised of supervisory guidance fromlarge U.S. financial institutions, supports replacing U.S.-dollar LIBOR with the Secured Overnight Financing Rate, or SOFR, a new index calculated by short-term repurchase agreements backed by Treasury securities. Some regulators some U.S.have prohibited the use of any LIBOR benchmarks in new contracts and have required that regulated entities ceasedtransition existing contracts to enter into newanother benchmark prior to June 30, 2023.
Although settings of such LIBOR contracts after January 1, 2022. Atbenchmarks may continue to be available, such prohibitions and requirements may adversely affect the value of floating-rate debt securities in our portfolio or issued by us. Moreover, 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 BoardLIBOR. Although there are an increasing number 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 toissuances utilizing SOFR or any otherthe Sterling Over Night Index Average, or SONIA, an alternative benchmarkreference rate that is based on transactions, these alternative reference rates 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 gainattain market acceptance which could adversely affect the return on, value of and marketas replacements 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.LIBOR. 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 transition away from LIBOR to alternative reference rates is complex and could have a material adverse effect on our business, financial condition and results of operations, including as a result of any changes in the pricing of our investments, changes to the documentation for certain of our investments and the pace of such changes, disputes and other actions regarding the interpretation of current and prospective loan documentation or modifications to processes and systems.
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, at 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 September 30, 2022,March 31, 2023, approximately $844.3$1,030.6 million (principal amount) of our debt portfolio investments bore interest at variable rates, which generally are LIBOR-based or SOFR-based (or based on an equivalent applicable currency rate), and many of which are subject to certain floors.
Based on our September 30, 2022March 31, 2023 Unaudited Consolidated Balance Sheet, the following table shows the annual impact on net income of hypothetical base rate changes in interest rates on our debt investments and borrowings (considering interest rate floors for variable rate instruments) assuming no changes in our investment and borrowing structure:
(in thousands)
Basis Point Change(1)
(in thousands)
Basis Point Change(1)
Interest IncomeInterest Expense
Net Income(2)
(in thousands)
Basis Point Change(1)
Interest IncomeInterest Expense
Net Income(2)
Up 300 basis pointsUp 300 basis points$25,329 $17,184 $8,145 Up 300 basis points$30,917 $19,312 $11,605 
Up 200 basis pointsUp 200 basis points16,886 11,456 5,430 Up 200 basis points20,611 12,874 7,737 
Up 100 basis pointsUp 100 basis points8,443 5,728 2,715 Up 100 basis points10,306 6,437 3,869 
Down 25 basis pointsDown 25 basis points(2,111)(1,432)(679)Down 25 basis points(2,576)(1,609)(967)
Down 50 basis pointsDown 50 basis points(4,221)(2,864)(1,357)Down 50 basis points(5,153)(3,219)(1,934)
(1) Excludes the impact of foreign currency exchangeexchange.
(2) Excludes the impact of income based fees. See Note 2 to our Unaudited Consolidated Financial Statements for more information on the income based feesfees.
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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
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Facility to finance such investments. As of September 30, 2022,March 31, 2023, we had U.S. dollar borrowings of $470.0$530.0 million under the ING Credit Facility with an interest rate of 5.326%7.009% (with Term SOFR borrowings subject to one month SOFR of 3.076%4.759%), borrowings denominated in British pounds sterling of £33.2 million ($37.141.1 million U.S. dollars) with an interest rate of 3.873%6.110% (one month SONIA of 1.723%3.960%), borrowings denominated in Euros of €63.5 million ($62.269.0 million U.S. dollars) with an interest rate of 2.518%4.775% (one month EURIBOR of 0.368%2.625%) and borrowings denominated in Australian Dollars of A$5.5 million ($3.53.7 million U.S. dollars) with an interest rate of 4.713%5.900% (one month AUD Screen Rate of 2.563%3.750%).
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 September 30, 2022.March 31, 2023. 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 thirdfirst quarter of 20222023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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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 below and in Item 1A entitled "Risk Factors"“Risk Factors” in Part 1 of our Annual Report on Form 10-K for the year ended December 31, 2021,2022, which was filed with the SEC on February 23, 2022,2023, 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.
ThereOther than as set forth below, there have been no material changes during the three months ended September 30, 2022March 31, 2023 to the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2021.2022. 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.
We, the Adviser, and our portfolio companies may maintain cash balances at financial institutions that exceed federally insured limits and may otherwise be materially affected by adverse developments affecting the financial services industry, such as actual events or concerns involving liquidity, defaults or non-performance by financial institutions or transactional counterparties.
Our cash and our Adviser’s cash is held in accounts at U.S. banking institutions that we believe are of high quality. Cash held by us, our Adviser and by our portfolio companies in non-interest-bearing and interest-bearing operating accounts may exceed the Federal Deposit Insurance Corporation (“FDIC”) insurance limits. If such banking institutions were to fail, we, our Adviser, or our portfolio companies could lose all or a portion of those amounts held in excess of such insurance limitations. In addition, actual events involving limited liquidity, defaults, non-performance or other adverse developments that affect financial institutions, transactional counterparties or other companies in the financial services industry or the financial services industry generally, or concerns or rumors about any events of these kinds or other similar risks, have in the past and may in the future lead to market-wide liquidity problems, which could adversely affect our, our Adviser’s and our portfolio companies’ business, financial condition, results of operations, or prospects.
Although we and our Adviser assess our and our portfolio companies’ banking relationships as we believe necessary or appropriate, our and our portfolio companies’ access to funding sources and other credit arrangements in amounts adequate to finance or capitalize our respective current and projected future business operations could be significantly impaired by factors that affect us, our Adviser or our portfolio companies, the financial institutions with which we, our Adviser or our portfolio companies have arrangements directly, or the financial services industry or economy in general. These factors could include, among others, events such as liquidity constraints or failures, the ability to perform obligations under various types of financial, credit or liquidity agreements or arrangements, disruptions or instability in the financial services industry or financial markets, or concerns or negative expectations about the prospects for companies in the financial services industry. These factors could involve financial institutions or financial services industry companies with which we, our Adviser or our portfolio companies have financial or business relationships, but could also include factors involving financial markets or the financial services industry generally.
In addition, investor concerns regarding the U.S. or international financial systems could result in less favorable commercial financing terms, including higher interest rates or costs and tighter financial and operating covenants, or systemic limitations on access to credit and liquidity sources, thereby making it more difficult for us, our Adviser, or our portfolio companies to acquire financing on acceptable terms or at all.
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Item 2.Unregistered Sales of Equity Securities and Use of Proceeds.
Sales of Unregistered Securities
None.
Issuer Purchases of Equity Securities
We did not repurchase any of our equity securities during the three months ended September 30, 2022.March 31, 2023.
Item 3.Defaults Upon Senior Securities.
None.
Item 4.Mine Safety Disclosures.
Not applicable.
Item 5.Other Information.
None.On May 4, 2023, the Company’s Board of Directors appointed Elizabeth Murray as Chief Operating Officer of the Company, effective immediately. Ms. Murray will continue to serve as the Company’s Chief Financial Officer.
Ms. Murray, 45, also serves as the Chief Financial Officer and Chief Operating Officer of each of Barings BDC, Inc. (“BBDC”) and Barings Private Credit Corporation. She is also the Treasurer of Barings Private Equity Opportunities and Commitments Fund. Ms. Murray previously was the Director of External Reporting for BBDC and previously served as the Vice President of Financial Reporting at Triangle Capital Corporation prior to the externalization of the investment management of BBDC to Barings LLC. Prior to joining Triangle Capital Corporation in 2012, she worked in Financial Planning and Analysis for RBC Bank, the U.S. retail banking division for Royal Bank of Canada. Prior to RBC Bank, Ms. Murray spent seven years at Progress Energy, Inc. and held various positions in finance, accounting, and tax, most recently in Strategy and Financial Planning. Ms. Murray began her career as a Tax Consultant with PricewaterhouseCoopers. Ms. Murray is a graduate of North Carolina State University where she obtained a B.S. degree in Accounting and a Master of Accounting degree. She is also a North Carolina Certified Public Accountant.
There is no arrangement or understanding between Ms. Murray and any other person pursuant to which she was appointed as Chief Operating Officer. Further, with regard to Ms. Murray, there are no transactions since the beginning of the Company’s last fiscal year, or any currently proposed transaction, in which the Company is a participant that would require disclosure under Item 404(a) of Regulation S-K promulgated by the Securities and Exchange Commission.
On May 4, 2023, the Board appointed Bryan High to serve as Chief Executive Officer of the Company, replacing Ian Fowler, effective as of the close of business on May 4, 2023. In addition, on May 4, 2023, the Board appointed Matthew Freund to serve as President of the Company, replacing Ian Fowler, effective as of the close of business on May 4, 2023. Mr. Fowler will remain at Barings LLC to serve as Co-Head of Barings LLC’s Global Private Finance Group, and his transition from Chief Executive Officer and President of the Company is not a result of any disagreement with the Company on any matter relating to its operations, policies, or practices, or to any issues regarding its accounting policies or practices.
Mr. High, 43, previously served as Vice President of the Company, from November 2020 until his appointment as Chief Executive Officer. Mr. High also serves as the Head of Capital Solutions and a co-Portfolio Manager for Capital Solutions funds. He joined the firm in 2007, and has extensive experience in public and private credit, distressed debt / special situations and private equity. Prior to joining Barings, Mr. High was an investment banker at a boutique M&A firm where he advised on middle market transactions. He also worked at Banc of America Securities LLC in the restructuring advisory group. Mr. High currently serves on the investment committees for Capital Solutions, U.S. High Yield and Global Private Structured Finance. He is an acting Vice President for Barings BDC, Inc., overseeing Cross Platform investments. Mr. High is a member of the Board of Directors for Eclipse Business Capital, LLC and Coastal Marina Holdings, LLC. He graduated with distinction from the University of North Carolina at Chapel Hill with a B.S. in Business Administration.
There is no arrangement or understanding between Mr. High and any other person pursuant to which he was appointed as Chief Executive Officer. Further, with regard to Mr. High, there are no transactions since the beginning of the Company’s last fiscal year, or any currently proposed transaction, in which the Company is a participant that would require disclosure under Item 404(a) of Regulation S-K promulgated by the Securities and Exchange Commission.
Mr. Freund, 34, also serves as a Senior Investment Manager within Barings’ Global Private Finance Group. He is responsible for structuring, underwriting, and monitoring North American private finance investments supporting Barings sponsor clients. He has worked in the industry since 2009. Prior to joining the firm in 2015, Mr. Freund worked for US Bank
95106


structuring secured loans to support leveraged buyouts for private equity sponsors. Prior to joining US Bank, Mr. Freund worked in underwriting and analytical roles at Bank of America as part of corporate and middle market coverage. He has a B.S. in Business Administration degree from Saint Louis University and is a member of the CFA Institute.
There is no arrangement or understanding between Mr. Freund and any other person pursuant to which he was appointed as President. Further, with regard to Mr. Freund, there are no transactions since the beginning of the Company’s last fiscal year, or any currently proposed transaction, in which the Company is a participant that would require disclosure under Item 404(a) of Regulation S-K promulgated by the Securities and Exchange Commission.

Item 6.Exhibits.
NumberExhibit
3.1
3.2
10.131.1
31.1
31.2
32.1
32.2
101.INSInline XBRL Instance Document - the instance document does not appear in the Interactive Data File because
XBRL tags are embedded within the Inline XBRL document.*
101.SCHInline XBRL Taxonomy Extension Schema Document*
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document*
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document*
101.LABInline XBRL Taxonomy Extension Label Linkbase Document*
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document*
104Cover Page Interactive Data File (embedded within the Inline XBRL document)*
*    Filed Herewith.
**    Furnished Herewith.




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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:November 10, 2022May 4, 2023/s/    Ian Fowler
Ian Fowler
Chief Executive Officer and President
(Principal Executive Officer)
Date:November 10, 2022May 4, 2023/s/    Jonathan BockElizabeth A. Murray
Jonathan BockElizabeth A. Murray
Chief Financial Officer and
(Principal Financial Officer)Chief Operating Officer
Date:November 10, 2022/s/    Elizabeth A. Murray
Elizabeth A. Murray
(Principal Accounting Officer& Financial Officer)
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