SEC Form SC 13G filed by Barings BDC Inc.

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. __)

Barings BDC, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

06759L103

(CUSIP Number)

April 9, 2021

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

* The calculation of the percentage of outstanding shares is based on 111,303,011 shares of Common Stock (as defined below) outstanding as of March 7, 2022, as disclosed by the Issuer (as defined below) in its Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission (“SEC”) on March 11, 2022 (“Proxy Statement”).

* The calculation of the percentage of outstanding shares is based on 111,303,011 shares of Common Stock outstanding as of March 7, 2022, as disclosed by the Issuer in its Proxy Statement.

* The calculation of the percentage of outstanding shares is based on 111,303,011 shares of Common Stock outstanding as of March 7, 2022, as disclosed by the Issuer in its Proxy Statement.

* The calculation of the percentage of outstanding shares is based on 111,303,011 shares of Common Stock outstanding as of March 7, 2022, as disclosed by the Issuer in its Proxy Statement.

* The calculation of the percentage of outstanding shares is based on 111,303,011 shares of Common Stock outstanding as of March 7, 2022, as disclosed by the Issuer in its Proxy Statement.

* The calculation of the percentage of outstanding shares is based on 111,303,011 shares of Common Stock outstanding as of March 7, 2022, as disclosed by the Issuer in its Proxy Statement.

* The calculation of the percentage of outstanding shares is based on 111,303,011 shares of Common Stock outstanding as of March 7, 2022, as disclosed by the Issuer in its Proxy Statement.

* The calculation of the percentage of outstanding shares is based on 111,303,011 shares of Common Stock outstanding as of March 7, 2022, as disclosed by the Issuer in its Proxy Statement.

* The calculation of the percentage of outstanding shares is based on 111,303,011 shares of Common Stock outstanding as of March 7, 2022, as disclosed by the Issuer in its Proxy Statement.

* The calculation of the percentage of outstanding shares is based on 111,303,011 shares of Common Stock outstanding as of March 7, 2022, as disclosed by the Issuer in its Proxy Statement.

* The calculation of the percentage of outstanding shares is based on 111,303,011 shares of Common Stock outstanding as of March 7, 2022, as disclosed by the Issuer in its Proxy Statement.

* The calculation of the percentage of outstanding shares is based on 111,303,011 shares of Common Stock outstanding as of March 7, 2022, as disclosed by the Issuer in its Proxy Statement.

* The calculation of the percentage of outstanding shares is based on 111,303,011 shares of Common Stock outstanding as of March 7, 2022, as disclosed by the Issuer in its Proxy Statement.

* The calculation of the percentage of outstanding shares is based on 111,303,011 shares of Common Stock outstanding as of March 7, 2022, as disclosed by the Issuer in its Proxy Statement.

Ownership (a-b)

The ownership information presented in this Schedule 13G is based upon 111,303,011 shares of Common Stock outstanding as of March 7, 2022, as reported by the Issuer in its Proxy Statement. As of the date that this Schedule 13G is filed: (i) AIOF may be deemed to directly beneficially own 1,024,687 shares of Common Stock; (ii) Ares Multi-Asset Credit may be deemed to directly beneficially own 550,196 shares of Common Stock; (iii) Ares Capital Management III may be deemed to directly beneficially own 495,676 shares of Common Stock pursuant to an Investment Management Agreement that grants Ares Capital Management III investment discretion with respect to 495,676 shares of Common Stock beneficially owned by an unaffiliated third party; (iv) Ares ECO may be deemed to directly beneficially own 943,038 shares of Common Stock; and (v) Ares Enhanced Loan may be deemed to directly beneficially own 2,320,255 shares of Common Stock pursuant to certain Investment Management Agreements that grant Ares Enhanced Loan investment discretion with respect to 2,320,255 shares of Common Stock beneficially owned by unaffiliated third parties. The Reporting Persons, as a result of the relationships described below, may be deemed to directly or indirectly beneficially own the shares of Common Stock held by AIOF, Ares Multi-Asset Credit, Ares Capital Management III, Ares ECO and Ares Enhanced Loan. See Items 9 and 11 of the cover pages to this Schedule 13G for the aggregate number of Common Stock and the percentage of Common Stock beneficially owned by each of the Reporting Persons.

The manager of AIOF and Ares Multi-Asset Credit is Ares Capital Management III. The sole member of Ares Capital Management III is Ares Management LLC. Ares ECO is managed by Ares ECO Management and the sole member of Ares ECO Management is Ares Management LLC. The general partner of Ares Enhanced Loan is Ares Enhanced Loan GP. The sole member of Ares Enhanced Loan GP is Ares Management LLC. The sole member of Ares Management LLC is Ares Management Holdings and the general partner of Ares Management Holdings is Ares Holdco. The sole member of Ares Holdco is Ares Management. Ares Management GP is the sole holder of the Class B common stock, $0.01 par value per share, of Ares Management (the “Ares Class B Common Stock”) and Ares Voting is the sole holder of the Class C common stock, $0.01 par value per share, of Ares Management (the “Ares Class C Common Stock”). Pursuant to Ares Management’s Certificate of Incorporation in effect as of the date of this Schedule 13G, the holders of the Ares Class B Common Stock and the Ares Class C Common Stock, collectively, will generally have the majority of the votes on any matter submitted to the stockholders of Ares Management if certain conditions are met. The sole member of both Ares Management GP and Ares Voting is Ares Partners. Ares Partners is managed by a board of managers, which is composed of Michael J Arougheti, Ryan Berry, R. Kipp deVeer, David B. Kaplan, Antony P. Ressler and Bennett Rosenthal (collectively, the “Board Members”). Mr. Ressler generally has veto authority over decisions by the Board Members.

Each of the Reporting Persons (other than AIOF, Ares Multi-Asset Credit, Ares Capital Management III, Ares ECO and Ares Enhanced Loan, in each case, solely with respect to the shares of Common Stock held directly by each such Reporting Person), the Board Members and the other directors, officers, partners, stockholders, members and managers of the Reporting Persons expressly disclaims beneficial ownership of the shares of Common Stock reported in this Schedule 13G for purposes of Section 13(d) of the Act and the rules under Section 13(d) of the Act.

(c) The information contained on the cover pages to this Schedule 13G is incorporated in this statement by reference.

As of February 25, 2022, the Reporting Persons have ceased to be the beneficial owner of more than five percent of the Issuer’s Common Stock.

Not applicable.

Not applicable.

Not applicable.

Not applicable.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date:  April 14, 2022

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