Barings Capital Investment 10Q 2022 Q3 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________________________________________

Form 10-Q

__________________________________________________________

(Mark One)


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

For the quarterly period ended September 30, 2022


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

For the transition period from to

Commission file number 814-01348

______________________________________________________________________

Barings Capital Investment Corporation

(Exact name of registrant as specified in its charter)

__________________________________________________________


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

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

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

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

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

________________________________________________________

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

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

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


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

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

The number of shares outstanding of the registrant’s common stock on November 10, 2022 was 27,496,359.

BARINGS CAPITAL INVESTMENT CORPORATION

TABLE OF CONTENTS

QUARTERLY REPORT ON FORM 10-Q


		Page
PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements
	Unaudited Consolidated Balance Sheet as of September 30, 2022 and Consolidated Balance Sheet as of December 31, 2021	3
	Unaudited Consolidated Statement s of Operations for the Three and Nine Months Ended September 30, 2022 and 2021	4
	Unaudited Consolidated Statement s of Changes in Net Assets for the Three and Nine Months Ended September 30, 2022 and 2021	6
	Unaudited Consolidated Statement s of Cash Flows for the Nine Months Ended September 30, 2022 and 2021	8
	Unaudited Consolidated Schedule of Investments as of September 30, 2022	9
	Consolidated Schedule of Investments as of December 31, 2021	28
	Notes to Unaudited Consolidated Financial Statements	42
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	74
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	92
Item 4.	Controls and Procedures	94

PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	95
Item 1A.	Risk Factors	95
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	95
Item 3.	Defaults Upon Senior Securities	95
Item 4.	Mine Safety Disclosures	95
Item 5.	Other Information	95
Item 6.	Exhibits	96
Signatures		97

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

Barings Capital Investment Corporation

Consolidated Balance Sheets

(in thousands, except share and per share data)


	September 30, 2022		December 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 value	1,105,951		865,142
Cash	107,341		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 receivable	25,907		11,876
Prepaid expenses and other assets	205		69
Derivative asset	10,557		571
Deferred financing fees	3,100		3,338
Receivable from unsettled transactions	37,815		40,994
Total assets	$	1,308,554	$	967,039
Liabilities:
Accounts payable and accrued liabilities	$	1,010	$	854
Interest payable	1,412		515
Administrative fees payable	317		200
Base management fees payable	428		285
Incentive management fees payable	3,073		3,570

Derivative liability	602		537
Payable from unsettled transactions	17,524		18,141
Borrowings under subscription and credit facilities	572,805		458,109

Notes payable (net of deferred financing fees)	99,699		—

Total liabilities	696,870		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 capital	596,825		465,631
Total distributable earnings	14,831		19,175
Total net assets	611,684		484,828
Total liabilities and net assets	$	1,308,554	$	967,039
Net asset value per share	$	22.25	$	22.43

See accompanying notes.

Barings Capital Investment Corporation

Unaudited Consolidated Statements of Operations

(in thousands, except share and per share data)


	Three Months Ended		Three Months Ended		Nine Months Ended		Nine Months Ended
	September 30, 2022		September 30, 2021		September 30, 2022		September 30, 2021
Investment income:
Interest income:
Non-Control / Non-Affiliate investments	$	20,020	$	8,338	$	50,994	$	19,856
Affiliate investments	118		39		272		39

Short-term investments	—		1		—		7
Total interest income	20,138		8,378		51,266		19,902
Dividend income:
Non-Control / Non-Affiliate investments	759		65		945		98
Affiliate investments	2,639		1,870		9,116		2,204

Total dividend income	3,398		1,935		10,061		2,302
Fee and other income:
Non-Control / Non-Affiliate investments	1,815		852		4,554		1,618
Affiliate investments	5		7		11		7

Total fee and other income	1,820		859		4,565		1,625
Payment-in-kind interest income:
Non-Control / Non-Affiliate investments	1,071		545		2,931		1,399


Total payment-in-kind interest income	1,071		545		2,931		1,399
Interest income from cash	4		—		4		—
Total investment income	26,431		11,717		68,827		25,228
Operating expenses:
Interest and other financing fees	7,630		2,415		16,435		5,159
Base management fee (Note 2)	428		208		1,192		434
Incentive management fees (Note 2)	2,154		1,148		4,889		2,967
Offering costs	—		1		—		136
Professional fees	239		262		721		764
Directors fees	60		75		195		180

Custody and administrative fees	177		105		528		279
Other general and administrative expenses (Note 2)	407		250		1,259		735
Total operating expenses	11,095		4,464		25,219		10,654
Net investment income before taxes	15,336		7,253		43,608		14,574
Income taxes, including excise tax expense	(62)		—		(62)		8
Net investment income after taxes	15,398		7,253		43,670		14,566


Barings Capital Investment Corporation Unaudited Consolidated Statements of Operations — (Continued) (in thousands, except share and per share data)
	Three Months Ended		Three Months Ended		Nine Months Ended		Nine Months Ended
	September 30, 2022		September 30, 2021		September 30, 2022		September 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 transactions	5,852		(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 investments	2,863		549		8,075		240

Net unrealized appreciation (depreciation) on investments	(12,655)		(1,618)		(37,561)		1,008
Foreign currency transactions	10,139		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 diluted	27,259,375		13,313,188		25,449,534		10,012,047

See accompanying notes.

Barings Capital Investment Corporation

Unaudited Consolidated Statements of Changes in Net Assets

(in thousands, except share amounts)


Three Months Ended September 30, 2021	Common Stock			Additional Paid-In Capital		Total Distributable Earnings		Total Net Assets
	Number of Shares	Par Value
Balance, June 30, 2021	10,185,518	$	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/distributions	152,028	—		3,374		(6,524)		(3,150)
Issuance of common stock	5,028,400	5		110,839		—		110,844
Balance, September 30, 2021	15,365,946	$	15	$	327,254	$	14,505	$	341,774


Three Months Ended September 30, 2022	Common Stock			Additional Paid-In Capital		Total Distributable Earnings		Total Net Assets
	Number of Shares	Par Value
Balance, June 30, 2022	27,209,484	$	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/distributions	286,875	1		6,374		(14,421)		(8,046)

Balance, September 30, 2022	27,496,359	$	28	$	596,825	$	14,831	$	611,684

See accompanying notes.

Barings Capital Investment Corporation

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

(in thousands, except share amounts)


Nine Months Ended September 30, 2021	Common Stock			Additional Paid-In Capital		Total Distributable Earnings		Total Net Assets
	Number of Shares	Par Value
Balance, December 31, 2020	4,976,474	$	5	$	99,655	$	7,731	$	107,391
Net investment income	—	—		—		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/distributions	354,435	—		7,790		(13,985)		(6,195)
Issuance of common stock	10,035,037	10		219,809		—		219,819
Balance, September 30, 2021	15,365,946	$	15	$	327,254	$	14,505	$	341,774


Nine Months Ended September 30, 2022	Common Stock			Additional Paid-In Capital		Total Distributable Earnings		Total Net Assets
	Number of Shares	Par Value
Balance, December 31, 2021	21,614,871	$	22	$	465,631	$	19,175	$	484,828
Net investment income	—	—		—		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/distributions	771,944	1		17,308		(39,453)		(22,144)
Issuance of common stock	5,109,544	5		113,886		—		113,891
Balance, September 30, 2022	27,496,359	$	28	$	596,825	$	14,831	$	611,684

See accompanying notes.

Barings Capital Investment Corporation

Unaudited Consolidated Statement of Cash Flows

(in thousands)


	Nine Months Ended		Nine Months Ended
	September 30, 2022		September 30, 2021
Cash flows from operating activities:
Net increase in net assets resulting from operations	$	35,109	$	20,759
Adjustments to reconcile net increase in net assets resulting from operations to net cash used in operating activities:
Purchases of portfolio investments	(442,082)		(619,996)
Repayments received / sales of portfolio investments	160,222		151,221
Purchases of short-term investments	—		(187,907)
Sales of short-term investments	—		154,007
Loan origination and other fees received	7,784		12,315
Net realized (gain) loss on investments	5,189		(864)
Net realized (gain) loss on foreign currency transactions	(9,902)		1,228
Net unrealized (appreciation) depreciation of investments	37,561		(1,008)
Net unrealized appreciation of foreign currency transactions	(24,468)		(5,549)

Payment-in-kind interest / dividends	(3,628)		(1,399)
Amortization of deferred financing fees	717		825
Amortization of offering costs	—		136
Loss on extinguishment of debt	181		—
Accretion of loan origination and other fees	(3,137)		(1,065)
Amortization / accretion of purchased loan premium / discount	(1,192)		(1,333)
Payments for derivative contracts	(1,794)		(1,461)
Proceeds from derivative contracts	8,242		1,388
Changes in operating assets and liabilities:
Interest and fees receivables	(13,313)		(8,397)
Prepaid expenses and other assets	(136)		(34)
Accounts payable and accrued liabilities	(292)		2,432

Interest payable	897		300

Net cash used in operating activities	(244,042)		(484,402)
Cash flows from financing activities:
Borrowings under subscription and credit facilities	213,607		356,878
Repayments of subscription and credit facilities	(80,381)		(70,231)
Proceeds from notes	100,000		—
Financing fees paid	(961)		(3,682)
Issuance of common stock	113,891		219,819
Cash dividends / distributions paid	(22,144)		(6,195)
Net cash provided by financing activities	324,012		496,589
Net increase in cash and foreign currencies	79,970		12,187
Cash and foreign currencies, beginning of period	45,049		6,506
Cash and foreign currencies, end of period	$	125,019	$	18,693
Supplemental disclosure of cash flow information:
Cash paid for interest	$	14,504	$	3,433
Summary of non-cash financing transactions:

Dividends/distributions paid through DRIP share issuances	$	17,308	$	7,790

See accompanying notes.

Barings Capital Investment Corporation

Unaudited Consolidated Schedule of Investments

September 30, 2022

(Amounts in thousands, except share amounts)


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

Accelerant Holdings	Banking, Finance, Insurance & Real Estate	Class A Convertible Preferred Equity (2,500 shares)	N/A	01/22	N/A	$	—	$	2,500	$	2,651	0.4	%	(6) (27)
								2,500		2,651

Acclime Holdings HK Limited	Business Services	First Lien Senior Secured Term Loan	LIBOR + 6.50%, 9.6% Cash	08/21	07/27	1,941		1,893		1,882		0.3	%	(3) (6) (7) (10)
						1,941		1,893		1,882

Accurus Aerospace Corporation	Aerospace & Defense	First Lien Senior Secured Term Loan	LIBOR + 5.75%, 7.7% Cash	04/22	03/28	8,921		8,796		8,809		1.4	%	(6) (7) (9)
		Revolver	LIBOR + 5.75%, 7.7% Cash	04/22	03/28	—		(13)		(12)		—	%	(6) (7) (9)
		Common Stock (175,049.3 shares)	N/A	04/22	N/A			175		176		—	%	(6) (27)
						8,921		8,958		8,973

Acogroup	Business Services	First Lien Senior Secured Term Loan	EURIBOR + 6.25%, 6.8% Cash	03/22	10/26	2,841		3,099		2,767		0.5	%	(3) (6) (7) (13)
						2,841		3,099		2,767

ADB Safegate	Aerospace & Defense	Second Lien Senior Secured Term Loan	LIBOR + 7.75%, 10.9% Cash	08/21	10/25	5,500		5,160		4,620		0.8	%	(3) (6) (7) (9)
						5,500		5,160		4,620

Advantage Software Company (The), LLC	Advertising, Printing & Publishing	Class A1 Partnership Units (3,012.9 units)	N/A	12/21	N/A			97		274		—	%	(6) (27)
		Class A2 Partnership Units (777.1 units)	N/A	12/21	N/A			25		71		—	%	(6) (27)
		Class B1 Partnership Units (3,012.9 units)	N/A	12/21	N/A			3		—		—	%	(6) (27)
		Class B2 Partnership Units (777.1 units)	N/A	12/21	N/A			1		—		—	%	(6) (27)
								126		345

Air Canada 2020-2 Class B Pass Through Trust	Airlines	Structured Secured Note - Class B	9.0% Cash	09/20	10/25	1,835		1,835		1,798		0.3	%
						1,835		1,835		1,798

Air Comm Corporation, LLC	Aerospace & Defense	First Lien Senior Secured Term Loan	LIBOR + 5.50%, 8.4% Cash	06/21	07/27	17,837		17,543		17,569		2.9	%	(6) (7) (9)
						17,837		17,543		17,569

AIT Worldwide Logistics Holdings, Inc.	Transportation Services	Second Lien Senior Secured Term Loan	LIBOR + 7.50%, 11.2% Cash	04/21	04/29	4,849		4,755		4,767		0.8	%	(6) (7) (9)
		Partnership Units (161.64 units)	N/A	04/21	N/A			162		365		0.1	%	(6) (27)
						4,849		4,917		5,132

Alpine US Bidco LLC	Agricultural Products	Second Lien Senior Secured Term Loan	LIBOR + 9.00%, 11.7% Cash	05/21	05/29	18,157		17,679		16,704		2.7	%	(6) (7) (8)
						18,157		17,679		16,704

Amalfi Midco	Healthcare	Subordinated Loan Notes	2.0% Cash, 9.0% PIK	09/22	09/28	2,220		2,226		2,222		0.4	%	(3) (6)
		Class B Common Stock (46,582,594 shares)	N/A	09/22	N/A			520		520		0.1	%	(3) (6) (27)
		Warrants (190,193 units)	N/A	09/22	N/A			2		—		—	%	(3) (6) (27)
						2,220		2,748		2,742

Amtech LLC	Technology	First Lien Senior Secured Term Loan	LIBOR + 5.50%, 8.1% Cash	11/21	11/27	1,353		1,314		1,322		0.2	%	(6) (7) (8)
		Revolver	LIBOR + 5.50%, 8.0% Cash	11/21	11/27	45		42		42		—	%	(6) (7) (8)
						1,398		1,356		1,364

Barings Capital Investment Corporation

Unaudited Consolidated Schedule of Investments — (Continued)

September 30, 2022

(Amounts in thousands, except share amounts)


Portfolio Company (5)	Industry	Investment Type (1)(2)	Interest	Acq. Date	Maturity Date	Principal Amount		Cost		Fair Value		% of Net Assets *		Notes
Anagram Holdings, LLC	Chemicals, Plastics, & Rubber	First Lien Senior Secured Note	10.0% Cash, 5.0% PIK	08/20	08/25	$	6,050	$	5,735	$	6,110	1.0	%
						6,050		5,735		6,110

AnalytiChem Holding Gmbh	Chemicals	First Lien Senior Secured Term Loan	BBSY + 6.50%, 9.0% Cash	11/21	12/28	829		919		810		0.1	%	(3) (6) (7) (21)
		First Lien Senior Secured Term Loan	EURIBOR + 6.50%, 6.5% Cash	11/21	12/28	1,010		1,177		988		0.2	%	(3) (6) (7) (12)
		First Lien Senior Secured Term Loan	EURIBOR + 6.50%, 6.5% Cash	11/21	11/28	2,946		3,237		2,879		0.5	%	(3) (6) (7) (12)
		First Lien Senior Secured Term Loan	LIBOR + 6.50%, 9.7% Cash	11/21	12/28	614		614		600		0.1	%	(3) (6) (7) (9)
		First Lien Senior Secured Term Loan	EURIBOR + 6.50%, 6.5% Cash	04/22	10/28	2,462		2,670		2,397		0.4	%	(3) (6) (7) (12)
		First Lien Senior Secured Term Loan	LIBOR + 6.50%, 9.8% Cash	06/22	10/28	476		476		465		0.1	%	(3) (6) (7) (9)
		Revolver	EURIBOR + 6.50%, 6.5% Cash	04/22	10/23	—		(4)		(4)		—	%	(3) (6) (7) (12)
						8,337		9,089		8,135

APC1 Holding	Diversified Manufacturing	First Lien Senior Secured Term Loan	EURIBOR + 6.00%, 6.1% Cash	07/22	07/29	1,763		1,773		1,701		0.3	%	(3) (6) (7) (12)
						1,763		1,773		1,701

APOG Bidco Pty Ltd	Healthcare	Second Lien Senior Secured Term Loan	BBSY + 7.25%, 9.9% Cash	04/22	03/30	894		1,021		879		0.1	%	(3) (6) (7) (20)
						894		1,021		879

Aptus 1829. GmbH	Chemicals, Plastics, & Rubber	First Lien Senior Secured Term Loan	EURIBOR + 7.00%, 7.0% Cash	09/21	09/27	3,061		3,583		2,991		0.5	%	(3) (6) (7) (12)
		Preferred Stock (9 shares)	N/A	09/21	N/A			79		70		—	%	(3) (6) (27)
		Common Stock (32 shares)	N/A	09/21	N/A			8		9		—	%	(3) (6) (27)
						3,061		3,670		3,070

Apus Bidco Limited	Banking, Finance, Insurance & Real Estate	First Lien Senior Secured Term Loan	SONIA + 5.50%, 7.2% Cash	02/21	03/28	2,299		2,776		2,246		0.4	%	(3) (6) (7) (19)
						2,299		2,776		2,246

AQA Acquisition Holding, Inc.	High Tech Industries	Second Lien Senior Secured Term Loan	LIBOR + 7.50%, 10.6% Cash	03/21	03/29	21,000		20,543		20,716		3.4	%	(6) (7) (9)
						21,000		20,543		20,716

Aquavista Watersides 2 LTD	Transportation Services	First Lien Senior Secured Term Loan	SONIA + 6.00%, 6.9% Cash	12/21	12/28	1,490		1,736		1,457		0.2	%	(3) (6) (7) (19)
		First Lien Senior Secured Term Loan	SONIA + 6.00%, 6.9% Cash	12/21	12/24	—		(21)		(17)		—	%	(3) (6) (7) (19)
		Second Lien Senior Secured Term Loan	SONIA + 10.5% PIK	12/21	12/28	393		457		385		0.1	%	(3) (6) (7) (19)
						1,883		2,172		1,825

Arc Education	Consumer Cyclical	First Lien Senior Secured Term Loan	EURIBOR + 5.75%, 5.8% Cash	07/22	07/29	2,821		2,790		2,707		0.4	%	(3) (6) (7) (12)
						2,821		2,790		2,707

Archimede	Consumer Services	First Lien Senior Secured Term Loan	EURIBOR + 5.25%, 5.5% Cash	10/20	10/27	7,053		8,508		6,877		1.1	%	(3) (6) (7) (13)
						7,053		8,508		6,877

Barings Capital Investment Corporation

Unaudited Consolidated Schedule of Investments — (Continued)

September 30, 2022

(Amounts in thousands, except share amounts)


Portfolio Company (5)	Industry	Investment Type (1)(2)	Interest	Acq. Date	Maturity Date	Principal Amount		Cost		Fair Value		% of Net Assets *		Notes
Argus Bidco Limited	High Tech Industries	First Lien Senior Secured Term Loan	SONIA + 5.75%, 7.9% Cash	07/22	07/29	$	742	$	756	$	709	0.1	%	(3) (6) (7) (18)
		First Lien Senior Secured Term Loan	LIBOR+ 5.75%, 9.4% Cash	07/22	07/29	65		63		63		—	%	(3) (6) (7) (9)
		First Lien Senior Secured Term Loan	EURIBOR + 5.75%, 6.9% Cash	07/22	07/29	728		751		708		0.1	%	(3) (6) (7) (12)
		Subordinated Term Loan	10.5% PIK	07/22	07/29	227		235		221		—	%	(3) (6)
		Preferred Stock (20,780 shares)	10.0% PIK	07/22	N/A			24		23		—	%	(3) (6)
		Equity Loan Notes (20,780 units)	10.0% PIK	07/22	N/A			24		23		—	%	(3) (6)
		Common Stock (232 shares)	N/A	07/22	N/A			—		—		—	%	(3) (6) (27)
						1,762		1,853		1,747

ASC Communications, LLC	Media & Entertainment	First Lien Senior Secured Term Loan	SOFR + 5.00%, 8.0% Cash	07/22	07/27	13,187		12,972		12,964		2.1	%	(6) (7) (14)
		Class A Units (15,545.8 units)	N/A	07/22	N/A			326		326		0.1	%	(6) (27)
						13,187		13,298		13,290

Ascensus, Inc	Brokerage, Asset Managers & Exchanges	Second Lien Senior Secured Term Loan	LIBOR + 6.50%, 8.8% Cash	05/21	08/29	7,511		7,446		6,722		1.1	%	(7) (9)
						7,511		7,446		6,722

Astra Bidco Limited	Healthcare	First Lien Senior Secured Term Loan	SONIA + 5.75%, 8.2% Cash	11/21	11/28	1,427		1,646		1,373		0.2	%	(3) (6) (7) (18)
						1,427		1,646		1,373

Avance Clinical Bidco Pty Ltd	Healthcare	First Lien Senior Secured Term Loan	BBSY + 5.50%, 9.1% Cash	11/21	11/27	1,708		1,817		1,652		0.3	%	(3) (6) (7) (22)
						1,708		1,817		1,652

AVSC Holding Corp.	Advertising	First Lien Senior Secured Term Loan	LIBOR + 4.50%, 7.6% Cash, 1.0% PIK	08/20	10/26	249		234		220		—	%	(7) (9)
		First Lien Senior Secured Term Loan	5.0% Cash, 10.0% PIK	11/20	10/26	4,086		4,018		4,134		0.7	%
						4,335		4,252		4,354

Azalea Buyer, Inc.	Technology	First Lien Senior Secured Term Loan	LIBOR + 5.25%, 8.9% Cash	11/21	11/27	3,047		2,983		2,988		0.5	%	(6) (7) (9)
		Revolver	LIBOR + 5.25%, 8.9% Cash	11/21	11/27	—		(6)		(5)		—	%	(6) (7) (9)
		Subordinated Term Loan	12.0% PIK	11/21	05/28	900		884		887		0.1	%	(6)
		Common Stock (128,205.1 shares)	N/A	11/21	N/A			128		96		—	%	(6) (27)
						3,947		3,989		3,966

Bariacum S.A.	Consumer Products	First Lien Senior Secured Term Loan	EURIBOR + 5.50%, 6.7% Cash	11/21	11/28	1,665		1,865		1,621		0.3	%	(3) (6) (7) (12)
						1,665		1,865		1,621

Beyond Risk Management, Inc.	Other Financial	First Lien Senior Secured Term Loan	LIBOR + 4.50%, 8.2% Cash	10/21	10/27	2,560		2,498		2,493		0.4	%	(6) (7) (9)
						2,560		2,498		2,493

Bidwax	Non-durable Consumer Goods	First Lien Senior Secured Term Loan	EURIBOR + 6.45%, 6.5% Cash	02/21	02/28	2,057		2,424		1,998		0.3	%	(3) (6) (7) (13)
						2,057		2,424		1,998

BigHand UK Bidco Limited	High Tech Industries	First Lien Senior Secured Term Loan	SONIA + 5.50%, 7.7% Cash	01/21	01/28	181		216		178		—	%	(3) (6) (7) (18)
		First Lien Senior Secured Term Loan	SOFR + 5.50%, 8.7% Cash	01/21	01/28	846		825		832		0.1	%	(3) (6) (7) (15)
						1,027		1,041		1,010

Barings Capital Investment Corporation

Unaudited Consolidated Schedule of Investments — (Continued)

September 30, 2022

(Amounts in thousands, except share amounts)


Portfolio Company (5)	Industry	Investment Type (1)(2)	Interest	Acq. Date	Maturity Date	Principal Amount		Cost		Fair Value		% of Net Assets *		Notes
Blue Ribbon, LLC	Brewers	First Lien Senior Secured Term Loan	LIBOR + 6.00%, 8.6% Cash	05/21	05/28	$	12,391	$	12,131	$	10,548	1.7	%	(7) (8)
						12,391		12,131		10,548

Bounteous, Inc.	Technology	First Lien Senior Secured Term Loan	LIBOR + 5.25%, 7.5% Cash	08/21	08/27	6,052		5,907		5,914		1.0	%	(6) (7) (9)
						6,052		5,907		5,914

Bridger Aerospace Group Holdings, LLC	Environmental Industries	Municipal Revenue Bond	11.5% Cash	07/22	09/27	13,600		13,600		14,148		2.3	%
		Preferred Stock- Series C (7,309 shares)	7.0% PIK	07/22	N/A			6,969		6,969		1.1	%	(6)
						13,600		20,569		21,117

Brightline Trains Florida LLC	Transportation	Senior Secured Note	8.0% Cash	08/21	01/28	2,000		2,000		1,875		0.3	%	(6)
						2,000		2,000		1,875

Brightpay Limited	Technology	First Lien Senior Secured Term Loan	EURIBOR + 5.00%, 5.1% Cash	10/21	10/28	1,657		1,901		1,627		0.3	%	(3) (6) (7) (12)
						1,657		1,901		1,627

BrightSign LLC	Media & Entertainment	First Lien Senior Secured Term Loan	LIBOR + 5.50%, 9.1% Cash	10/21	10/27	3,852		3,819		3,826		0.6	%	(6) (7) (9)
		Revolver	LIBOR + 5.50%, 9.1% Cash	10/21	10/27	—		(6)		(5)		—	%	(6) (7) (9)
		LLC units (596,181.5 units)	N/A	10/21	N/A			596		671		0.1	%	(6) (27)
						3,852		4,409		4,492

British Airways 2020-1 Class B Pass Through Trust	Airlines	Structured Secured Note - Class B	8.4% Cash	11/20	11/28	729		729		741		0.1	%
						729		729		741

British Engineering Services Holdco Limited	Commercial Services & Supplies	First Lien Senior Secured Term Loan	SONIA + 7.00%, 9.2% Cash	12/20	12/27	2,012		2,373		1,957		0.3	%	(3) (6) (7) (17)
						2,012		2,373		1,957

Burgess Point Purchaser Corporation	Auto Parts & Equipment	Second Lien Senior Secured Term Loan	SOFR + 9.00%, 12.2% Cash	07/22	07/30	2,273		2,183		2,182		0.4	%	(6) (7) (14)
		LP Units (227 units)	N/A	07/22	N/A			227		204		—	%	(6) (27)
						2,273		2,410		2,386

BVI Medical, Inc.	Healthcare	Second Lien Senior Secured Term Loan	EURIBOR + 9.50%, 10.7% Cash	06/22	06/26	5,494		5,672		5,293		0.9	%	(6) (7) (12)
						5,494		5,672		5,293

CAi Software, LLC	Technology	First Lien Senior Secured Term Loan	LIBOR + 6.25%, 9.9% Cash	12/21	12/28	3,766		3,698		3,691		0.6	%	(6) (7) (9)
		First Lien Senior Secured Term Loan	LIBOR + 6.25%, 8.7% Cash	07/22	12/28	1,035		1,015		1,015		0.2	%	(6) (7) (9)
		Revolver	LIBOR + 6.25%, 9.9% Cash	12/21	12/28	—		(13)		(14)		—	%	(6) (7) (9)
						4,801		4,700		4,692

Canadian Orthodontic Partners Corp.	Healthcare	First Lien Senior Secured Term Loan	CDOR + 7.00%, 9.7% Cash, 0.50% PIK	06/21	03/26	1,476		1,657		1,417		0.2	%	(3) (6) (7) (23)
		Class A Equity (500,000 units)	N/A	05/22	N/A			389		364		0.1	%	(3) (6) (27)
		Class C - Warrants (74,712.64 units)	N/A	05/22	N/A			—		—		—	%	(3) (6) (27)
						1,476		2,046		1,781

Caribou Holding Company, LLC	Technology	First Lien Senior Secured Term Loan	SOFR + 7.64%, 10.1% Cash	04/22	04/27	2,159		2,129		2,132		0.3	%	(3) (6) (7) (15)
		LLC Units (340,909 units)	N/A	04/22	N/A			341		329		0.1	%	(3) (6) (27)
						2,159		2,470		2,461

Barings Capital Investment Corporation

Unaudited Consolidated Schedule of Investments — (Continued)

September 30, 2022

(Amounts in thousands, except share amounts)


Portfolio Company (5)	Industry	Investment Type (1)(2)	Interest	Acq. Date	Maturity Date	Principal Amount		Cost		Fair Value		% of Net Assets *		Notes
Carlson Travel, Inc.	Business Travel Management	First Lien Senior Secured Note	8.5% Cash	11/21	11/26	$	2,898	$	2,686	$	2,492	0.4	%
		Common Stock (124,051 shares)	N/A	11/21	NA			2,345		1,054		0.2	%	(27)
						2,898		5,031		3,546

Ceres Pharma NV	Pharmaceuticals	First Lien Senior Secured Term Loan	EURIBOR + 5.50%, 5.5% Cash	10/21	10/28	1,819		2,068		1,764		0.3	%	(3) (6) (7) (12)
						1,819		2,068		1,764

CGI Parent, LLC	Business Equipment & Services	First Lien Senior Secured Term Loan	LIBOR + 5.50%, 7.8% Cash	02/22	02/28	10,751		10,556		10,581		1.7	%	(6) (7) (9)
		Revolver	LIBOR + 5.50%, 7.8% Cash	02/22	02/28	—		(30)		(26)		—	%	(6) (7) (9)
		Preferred Stock (551 shares)	N/A	02/22	N/A			551		955		0.2	%	(6) (27)
						10,751		11,077		11,510

Cineworld Group PLC	Leisure Products	Super Senior Secured Term Loan	7.0% Cash, 8.3% PIK	11/20	05/24	1,274		1,166		1,510		0.2	%	(3)
		Super Senior Secured Term Loan	LIBOR + 8.25%, 10.1% Cash	07/21	02/25	666		651		711		0.1	%	(3) (7) (10)
		Warrants (371,024 units)	N/A	07/22	N/A			68		28		—	%	(3) (27)
						1,940		1,885		2,249

Coastal Marina Holdings, LLC	Other Financial	Subordinated Term Loan	10.0% PIK	11/21	11/31	2,575		2,368		2,339		0.4	%	(6)
		Subordinated Term Loan	8.0% Cash	11/21	11/31	6,522		5,956		5,915		1.0	%	(6)
		LLC Units (1,018,869 units)	N/A	11/21	N/A			4,547		5,094		0.8	%	(6) (27)
						9,097		12,871		13,348

Cobham Slip Rings SAS	Diversified Manufacturing	First Lien Senior Secured Term Loan	LIBOR + 6.25%, 9.9% Cash	11/21	11/28	1,995		1,952		1,939		0.3	%	(3) (6) (7) (9)
						1,995		1,952		1,939

Compass Precision, LLC	Aerospace & Defense	Senior Subordinated Term Loan	11.0% Cash, 1.0% PIK	04/22	10/25	377		370		370		0.1	%	(6)
		LLC Units (46,085.6 units)	N/A	04/22	N/A			125		129		—	%	(6) (27)
						377		495		499

Comply365, LLC	Technology	First Lien Senior Secured Term Loan	SOFR + 5.50%, 8.4% Cash	04/22	04/28	6,910		6,780		6,793		1.1	%	(6) (7) (15)
		Revolver	SOFR + 5.50%, 8.4% Cash	04/22	04/28	—		(10)		(9)		—	%	(6) (7) (15)
						6,910		6,770		6,784

Core Scientific, Inc.	Technology	First Lien Senior Secured Term Loan	13.0% Cash	03/22	03/25	17,399		17,383		17,329		2.8	%	(3) (6)
		Common Stock (53,700 shares)	N/A	09/22	N/A			174		70		—	%	(3) (27)
						17,399		17,557		17,399

Coyo Uprising GmbH	Technology	First Lien Senior Secured Term Loan	EURIBOR + 3.25%, 3.3% Cash, 3.5% PIK	09/21	09/28	8,573		9,979		8,401		1.4	%	(3) (6) (7) (13)
		Class A Units (531 units)	N/A	09/21	N/A			248		215		—	%	(3) (6) (27)
		Class B Units (231 units)	N/A	09/21	N/A			538		516		0.1	%	(3) (6) (27)
						8,573		10,765		9,132

CSL DualCom	Tele-communications	First Lien Senior Secured Term Loan	SONIA + 5.25%, 7.4% Cash	09/20	09/27	1,000		1,088		980		0.2	%	(3) (6) (7) (17)
						1,000		1,088		980

Barings Capital Investment Corporation

Unaudited Consolidated Schedule of Investments — (Continued)

September 30, 2022

(Amounts in thousands, except share amounts)


Portfolio Company (5)	Industry	Investment Type (1)(2)	Interest	Acq. Date	Maturity Date	Principal Amount		Cost		Fair Value		% of Net Assets *		Notes
CVL 3	Capital Equipment	First Lien Senior Secured Term Loan	EURIBOR + 5.50%, 5.5% Cash	12/21	12/28	$	5,094	$	5,737	$	4,992	0.8	%	(3) (6) (7) (12)
		First Lien Senior Secured Term Loan	SOFR + 5.50%, 9.1% Cash	12/21	12/28	3,382		3,305		3,315		0.5	%	(3) (6) (7) (15)
						8,476		9,042		8,307

CW Group Holdings, LLC	High Tech Industries	First Lien Senior Secured Term Loan	LIBOR + 6.00%, 8.5% Cash	01/21	01/27	8,002		7,865		7,770		1.3	%	(6) (7) (8)
		LLC Units (403,441 units)	N/A	01/21	N/A			403		254		—	%	(6) (27)
						8,002		8,268		8,024

DecksDirect, LLC	Building Materials	First Lien Senior Secured Term Loan	LIBOR + 6.00%, 9.1% Cash	12/21	12/26	700		688		690		0.1	%	(6) (7) (8)
		Revolver	LIBOR + 6.00%, 9.1% Cash	12/21	12/26	—		(4)		(3)		—	%	(6) (7) (8)
		Common Stock (1,280.8 shares)	N/A	12/21	N/A			55		51		—	%	(6) (27)
						700		739		738

Dragon Bidco	Technology	First Lien Senior Secured Term Loan	EURIBOR + 6.75%, 6.8% Cash	04/21	04/28	6,074		6,897		5,951		1.0	%	(3) (6) (7) (13)
						6,074		6,897		5,951

Dune Group	Health Care Equipment	First Lien Senior Secured Term Loan	LIBOR + 5.75%, 9.4% Cash	09/21	09/28	3,177		3,128		3,140		0.5	%	(3) (6) (7) (9)
		First Lien Senior Secured Term Loan	EURIBOR + 5.75%, 6.9% Cash	09/21	09/28	178		176		165		—	%	(3) (6) (7) (12)
						3,355		3,304		3,305

Dunlipharder B.V.	Technology	First Lien Senior Secured Term Loan	SOFR + 6.50%, 8.8% Cash	06/22	06/28	1,000		986		987		0.2	%	(3) (6) (7) (14)
						1,000		986		987

Dwyer Instruments, Inc.	Electric	First Lien Senior Secured Term Loan	LIBOR + 5.50%, 8.4% Cash	07/21	07/27	12,553		12,291		12,265		2.0	%	(6) (7) (10)
		First Lien Senior Secured Term Loan	LIBOR + 5.50%, 7.8% Cash	07/21	07/27	1,094		1,085		1,072		0.2	%	(6) (7) (9)
						13,647		13,376		13,337

Echo Global Logistics, Inc.	Air Transportation	Second Lien Senior Secured Term Loan	LIBOR + 7.00%, 9.8% Cash	11/21	11/29	7,605		7,482		7,293		1.2	%	(6) (7) (9)
		Partnership Equity (289.2 units)	N/A	11/21	N/A			289		414		0.1	%	(6) (27)
						7,605		7,771		7,707

Ellkay, LLC	Healthcare & Pharmaceuticals	First Lien Senior Secured Term Loan	LIBOR + 6.25%, 9.5% Cash	09/21	09/27	3,734		3,670		3,685		0.6	%	(6) (7) (9)
						3,734		3,670		3,685

EMI Porta Holdco LLC	Diversified Manufacturing	First Lien Senior Secured Term Loan	LIBOR + 5.75%, 9.5% Cash	12/21	12/27	7,890		7,683		7,586		1.2	%	(6) (7) (9)
		Revolver	LIBOR + 5.75%, 9.5% Cash	12/21	12/27	386		364		353		0.1	%	(6) (7) (9)
						8,276		8,047		7,939

Entact Environmental Services, Inc.	Environmental Industries	First Lien Senior Secured Term Loan	LIBOR + 5.75%, 9.4% Cash	02/21	12/25	3,957		3,929		3,874		0.6	%	(6) (7) (9)
						3,957		3,929		3,874

EPS NASS Parent, Inc.	Electrical Components & Equipment	First Lien Senior Secured Term Loan	LIBOR + 5.75%, 9.4% Cash	04/21	04/28	4,445		4,368		4,397		0.7	%	(6) (7) (9)
						4,445		4,368		4,397

eShipping, LLC	Transportation Services	First Lien Senior Secured Term Loan	LIBOR + 5.00%, 8.1% Cash	11/21	11/27	7,573		7,407		7,554		1.2	%	(6) (7) (8)
		Revolver	LIBOR + 5.00%, 8.1% Cash	11/21	11/27	—		(19)		(2)		—	%	(6) (7) (8)
						7,573		7,388		7,552

Barings Capital Investment Corporation

Unaudited Consolidated Schedule of Investments — (Continued)

September 30, 2022

(Amounts in thousands, except share amounts)


Portfolio Company (5)	Industry	Investment Type (1)(2)	Interest	Acq. Date	Maturity Date	Principal Amount		Cost		Fair Value		% of Net Assets *		Notes
Events Software BidCo Pty Ltd	Technology	First Lien Senior Secured Term Loan	BBSY + 5.50%, 8.3% Cash	03/22	03/28	$	1,647	$	1,851	$	1,549	0.3	%	(3) (6) (7) (21)
						1,647		1,851		1,549

Express Wash Acquisition Company, LLC	Consumer Cyclical	First Lien Senior Secured Term Loan	SOFR + 6.50%, 9.1% Cash	07/22	07/28	4,438		4,344		4,341		0.7	%	(6) (7) (14)
		Revolver	SOFR + 6.50%, 9.1% Cash	07/22	07/28	171		168		168		—	%	(6) (7) (14)
						4,609		4,512		4,509

Ferrellgas L.P.	Oil & Gas Equipment & Services	Opco Preferred Units (2,886 units)	N/A	03/21	N/A			2,799		2,742		0.4	%	(6)
								2,799		2,742

Fineline Technologies, Inc.	Consumer Services	First Lien Senior Secured Term Loan	LIBOR + 4.75%, 8.4% Cash	02/21	02/28	1,727		1,704		1,713		0.3	%	(6) (7) (9)
		First Lien Senior Secured Term Loan	LIBOR + 4.75%, 8.4% Cash	02/21	02/27	—		(3)		(2)		—	%	(6) (7) (9)
						1,727		1,701		1,711

Finexvet	Consumer Cyclical	First Lien Senior Secured Term Loan	EURIBOR + 5.50%, 5.5% Cash	03/22	03/29	2,204		2,385		2,138		0.3	%	(3) (6) (7) (12)
						2,204		2,385		2,138

FinThrive Software Intermediate Holdings Inc.	Business Equipment & Services	Preferred Stock (3,188.5 shares)	11.0% PIK	03/22	N/A			3,618		3,652		0.6	%	(6)
								3,618		3,652

FitzMark Buyer, LLC	Cargo & Transportation	First Lien Senior Secured Term Loan	LIBOR + 4.50%, 7.3% Cash	12/20	12/26	2,460		2,424		2,422		0.4	%	(6) (7) (9)
						2,460		2,424		2,422

Five Star Holding LLC	Packaging	Second Lien Senior Secured Term Loan	SOFR + 7.25%, 10.4% Cash	05/22	05/30	7,143		7,005		6,943		1.1	%	(6) (7) (14)
		LLC Units (504.5 units)	N/A	05/22	N/A			504		504		0.1	%	(6) (27)
						7,143		7,509		7,447

Flexential Issuer, LLC	Information Technology	Structured Secured Note - Class C	6.9% Cash	11/21	11/51	10,000		9,271		8,608		1.4	%
						10,000		9,271		8,608

Flywheel Re Segregated Portfolio 2022-4	Investment Funds	Preferred Stock (1,281,099 units)	N/A	08/22	N/A			1,281		1,281		0.2	%	(3) (6) (27)
						—		1,281		1,281

Footco 40 Limited	Media & Entertainment	First Lien Senior Secured Term Loan	SONIA + 5.75%, 9.3% Cash	04/22	04/29	1,382		1,556		1,334		0.2	%	(3) (6) (7) (18)
						1,382		1,556		1,334

FragilePak LLC	Transportation Services	First Lien Senior Secured Term Loan	LIBOR + 5.75%, 8.9% Cash	05/21	05/27	7,463		7,215		7,441		1.2	%	(6) (7) (9)
		Partnership Units (889.3 units)	N/A	05/21	N/A			889		1,004		0.2	%	(6) (27)
						7,463		8,104		8,445

Front Line Power Construction LLC	Construction Machinery	First Lien Senior Secured Term Loan	LIBOR + 12.50%, 15.5% Cash	11/21	11/28	698		664		668		0.1	%	(6) (7) (9)
		Common Stock (33,601 shares)	N/A	11/21	N/A			38		16		—	%	(27)
						698		702		684

FSS Buyer LLC	Technology	First Lien Senior Secured Term Loan	LIBOR + 5.75%, 8.9% Cash	08/21	08/28	14,740		14,483		14,551		2.4	%	(6) (7) (8)
		LP Interest (1,973.6 units)	N/A	08/21	N/A			107		119		—	%	(6) (27)
						14,740		14,590		14,670

Barings Capital Investment Corporation

Unaudited Consolidated Schedule of Investments — (Continued)

September 30, 2022

(Amounts in thousands, except share amounts)


Portfolio Company (5)	Industry	Investment Type (1)(2)	Interest	Acq. Date	Maturity Date	Principal Amount		Cost		Fair Value		% of Net Assets *		Notes
Global Academic Group Limited	Industrial Other	First Lien Senior Secured Term Loan	BBSY + 6.00%, 8.3% Cash	07/22	07/27	$	1,581	$	1,666	$	1,534	0.3	%	(3) (6) (7) (21)
		First Lien Senior Secured Term Loan	BKBM + 6.00%, 8.3% Cash	07/22	07/27	2,603		2,797		2,517		0.4	%	(3) (6) (7) (24)
						4,184		4,463		4,051

GPZN II GmbH	Healthcare	First Lien Senior Secured Term Loan	EURIBOR + 5.50%, 6.2% Cash	06/22	06/29	421		428		397		0.1	%	(3) (6) (7) (11)
						421		428		397

Greenhill II BV	Technology	First Lien Senior Secured Term Loan	EURIBOR + 5.75%, 5.8% Cash	07/22	07/29	678		671		653		0.1	%	(3) (6) (7) (12)
						678		671		653

HeartHealth Bidco Pty Ltd	Healthcare	First Lien Senior Secured Term Loan	BBSY + 5.25%, 8.3% Cash	09/22	07/28	594		568		565		0.1	%	(3) (6) (7) (21)
						594		568		565

Heartland Veterinary Partners, LLC	Healthcare	Subordinated Term Loan	11.0% PIK	11/21	11/28	3,370		3,300		3,310		0.5	%	(6)*
		Subordinated Term Loan	11.0% PIK	11/21	11/23	425		418		416		0.1	%	(6)*
						3,795		3,718		3,726

Hoffmaster Group Inc.	Packaging	First Lien Senior Secured Term Loan	LIBOR + 4.00%, 7.7% Cash	07/20	11/23	2,494		2,337		2,247		0.4	%	(7) (9)
						2,494		2,337		2,247

Home Care Assistance, LLC	Healthcare & Pharmaceuticals	First Lien Senior Secured Term Loan	SOFR + 5.00%, 8.1% Cash	03/21	03/27	4,513		4,443		4,436		0.7	%	(6) (7) (14)
						4,513		4,443		4,436

Honour Lane Logistics Holdings Limited	Transportation Services	First Lien Senior Secured Term Loan	SOFR + 5.25%, 6.7% Cash	04/22	11/28	8,500		8,244		8,084		1.3	%	(3) (6) (7) (16)
						8,500		8,244		8,084

HTI Technology & Industries	Electronic Component Manufacturing	First Lien Senior Secured Term Loan	SOFR + 8.50%, 11.4% Cash	07/22	07/25	5,795		5,699		5,693		0.9	%	(6) (7) (15)
		Revolver	SOFR + 8.50%, 11.4% Cash	07/22	07/25	—		(10)		(10)		—	%	(6) (7) (15)
						5,795		5,689		5,683

Hygie 31 Holding	Pharmaceuticals	First Lien Senior Secured Term Loan	EURIBOR + 6.25%, 7.4% Cash	09/22	09/29	294		281		286		—	%	(3) (6) (7) (12)
						294		281		286

IM Square	Banking, Finance, Insurance & Real Estate	First Lien Senior Secured Term Loan	EURIBOR + 5.25%, 5.5% Cash	05/21	04/28	3,135		3,752		3,093		0.5	%	(3) (6) (7) (13)
						3,135		3,752		3,093

Infoblox, Inc.	Technology	Second Lien Senior Secured Term Loan	LIBOR + 7.25%, 10.3% Cash	09/20	12/28	2,843		2,831		2,487		0.4	%	(7) (9)
						2,843		2,831		2,487

Infoniqa Holdings GmbH	Technology	First Lien Senior Secured Term Loan	EURIBOR + 5.25%, 6.2% Cash	11/21	11/28	2,382		2,683		2,316		0.4	%	(3) (6) (7) (13)
						2,382		2,683		2,316

Innovad Group II BV	Beverage, Food & Tobacco	First Lien Senior Secured Term Loan	EURIBOR + 5.75%, 6.0% Cash	04/21	04/28	3,835		4,484		3,425		0.6	%	(3) (6) (7) (13)
						3,835		4,484		3,425

INOS 19-090 GmbH	Aerospace & Defense	First Lien Senior Secured Term Loan	EURIBOR + 5.40%, 6.4% Cash	12/20	12/27	752		908		749		0.1	%	(3) (6) (7) (12)
						752		908		749

Interstellar Group B.V.	Technology	First Lien Senior Secured Term Loan	EURIBOR + 5.25%, 6.4% Cash	08/22	08/29	1,121		1,129		1,086		0.2	%	(3) (6) (7) (12)
		Super Senior Secured Term Loan	EURIBOR + 5.25%, 6.4% Cash	08/22	02/29	—		(2)		(2)		—	%	(3) (6) (7) (12)
						1,121		1,127		1,084

Barings Capital Investment Corporation

Unaudited Consolidated Schedule of Investments — (Continued)

September 30, 2022

(Amounts in thousands, except share amounts)


Portfolio Company (5)	Industry	Investment Type (1)(2)	Interest	Acq. Date	Maturity Date	Principal Amount		Cost		Fair Value		% of Net Assets *		Notes
ITI Intermodal, Inc.	Transportation Services	First Lien Senior Secured Term Loan	LIBOR + 4.75%, 7.9% Cash	12/21	12/27	$	716	$	701	$	704	0.1	%	(6) (7) (8)
		Revolver	LIBOR + 4.75%, 7.9% Cash	12/21	12/27	6		4		4		—	%	(6) (7) (8)
		Common Stock (1,433.37 shares)	N/A	01/22	N/A			144		143		—	%	(6) (27)
						722		849		851

Jaguar Merger Sub Inc.	Other Financial	First Lien Senior Secured Term Loan	SOFR + 5.25%, 8.2% Cash	12/21	09/24	4,865		4,768		4,736		0.8	%	(6) (7) (15)
		Revolver	SOFR + 5.25%, 8.2% Cash	12/21	09/24	—		(4)		(7)		—	%	(6) (7) (15)
						4,865		4,764		4,729

JetBlue 2019-1 Class B Pass Through Trust	Airlines	Structured Secured Note - Class B	8.0% Cash	08/20	11/27	1,555		1,555		1,526		0.2	%
						1,555		1,555		1,526

JF Acquisition, LLC	Automotive	First Lien Senior Secured Term Loan	LIBOR + 6.00%, 9.1% Cash	05/21	07/24	3,623		3,542		3,388		0.6	%	(6) (7) (8)
						3,623		3,542		3,388

Jon Bidco Limited	Healthcare	First Lien Senior Secured Term Loan	BKBM + 5.50%, 9.4% Cash	03/22	03/27	1,827		2,183		1,777		0.3	%	(3) (6) (7) (24)
						1,827		2,183		1,777

Jones Fish Hatcheries & Distributors LLC	Consumer Products	First Lien Senior Secured Term Loan	LIBOR + 5.75%, 8.9% Cash	02/22	02/28	2,785		2,734		2,740		0.4	%	(6) (7) (8)
		Revolver	LIBOR + 5.75%, 8.9% Cash	02/22	02/28	—		(8)		(7)		—	%	(6) (7) (8)
		LLC Units (974.68 units)	N/A	02/22	N/A			97		97		—	%	(6) (27)
						2,785		2,823		2,830

Kano Laboratories LLC	Chemicals, Plastics & Rubber	First Lien Senior Secured Term Loan	LIBOR + 5.00%, 7.0% Cash	11/20	11/26	5,015		4,891		4,905		0.8	%	(6) (7) (9)
		Partnership Equity (78.7 units)	N/A	11/20	N/A			79		74		—	%	(6) (27)
						5,015		4,970		4,979

Kid Distro Holdings, LLC	Media & Entertainment	First Lien Senior Secured Term Loan	LIBOR + 5.75%, 8.6% Cash	10/21	10/27	18,957		18,631		18,704		3.1	%	(6) (7) (9)
		LLC Units (850,236.1 units)	N/A	10/21	N/A			851		799		0.1	%	(6) (27)
						18,957		19,482		19,503

Kona Buyer, LLC	High Tech Industries	First Lien Senior Secured Term Loan	LIBOR + 4.75%, 8.3% Cash	12/20	12/27	5,619		5,516		5,518		0.9	%	(6) (7) (9)
						5,619		5,516		5,518

Lambir Bidco Limited	Healthcare	First Lien Senior Secured Term Loan	EURIBOR + 6.00%, 7.2% Cash	12/21	12/28	3,059		3,389		2,933		0.5	%	(3) (6) (7) (12)
		Second Lien Senior Secured Term Loan	12.0% PIK	12/21	06/29	917		1,023		882		0.1	%	(3) (6)
						3,976		4,412		3,815

LeadsOnline, LLC	Business Equipment & Services	First Lien Senior Secured Term Loan	LIBOR + 5.00%, 8.7% Cash	02/22	02/28	10,955		10,781		10,805		1.8	%	(6) (7) (9)
		Revolver	LIBOR + 5.00%, 8.7% Cash	02/22	02/28	—		(30)		(27)		—	%	(6) (7) (9)
		LLC Units (39,370.1 units)	N/A	02/22	N/A			39		43		—	%	(6)
						10,955		10,790		10,821

Learfield Communications, LLC	Broadcasting	First Lien Senior Secured Term Loan	LIBOR + 3.25%, 6.4% Cash	08/20	12/23	67		47		55		—	%	(7) (8)
		First Lien Senior Secured Term Loan	3.0% Cash, LIBOR + 10.0% PIK	08/20	12/23	6,131		6,111		6,070		1.0	%	(6) (9)
						6,198		6,158		6,125

Barings Capital Investment Corporation

Unaudited Consolidated Schedule of Investments — (Continued)

September 30, 2022

(Amounts in thousands, except share amounts)


Portfolio Company (5)	Industry	Investment Type (1)(2)	Interest	Acq. Date	Maturity Date	Principal Amount		Cost		Fair Value		% of Net Assets *		Notes
Liberty Steel Holdings USA Inc.	Industrial Other	Revolver	SOFR + 5.00%, 7.5% Cash	04/22	04/25	$	10,000	$	9,915	$	9,900	1.6	%	(6) (7) (14)
						10,000		9,915		9,900

LivTech Purchaser, Inc.	Business Services	First Lien Senior Secured Term Loan	LIBOR + 5.00%, 6.0% Cash	01/21	12/25	3,319		3,290		3,291		0.5	%	(6) (7) (9)
						3,319		3,290		3,291

Long Term Care Group, Inc.	Healthcare	First Lien Senior Secured Term Loan	LIBOR + 6.00%, 8.8% Cash	04/22	09/27	4,873		4,782		4,791		0.8	%	(6) (7) (8)
						4,873		4,782		4,791

Marmoutier Holding B.V.	Consumer Products	First Lien Senior Secured Term Loan	EURIBOR + 5.75%, 6.9% Cash	12/21	12/28	1,675		1,887		1,641		0.3	%	(3) (6) (7) (12)
		First Lien Senior Secured Term Loan	EURIBOR + 5.75%, 6.9% Cash	12/21	12/24	327		329		320		0.1	%	(3) (6) (7) (12)
		Revolver	EURIBOR + 5.00%, 5.0% Cash	12/21	06/27	—		(4)		(3)		—	%	(3) (6) (7) (12)
						2,002		2,212		1,958

Marshall Excelsior Co.	Capital Goods	First Lien Senior Secured Term Loan	SOFR + 5.50%, 9.2% Cash	02/22	02/28	6,633		6,532		6,531		1.1	%	(6) (7) (15)
		Revolver	SOFR + 5.50%, 9.2% Cash	02/22	02/28	749		734		734		0.1	%	(6) (7) (15)
						7,382		7,266		7,265

MC Group Ventures Corporation	Business Services	First Lien Senior Secured Term Loan	LIBOR + 5.50%, 8.4% Cash	07/21	06/27	3,854		3,771		3,795		0.6	%	(6) (7) (9)
		Partnership Units (373.3 Units)	N/A	06/21	N/A			373		373		0.1	%	(6) (27)
						3,854		4,144		4,168

Median B.V.	Healthcare	First Lien Senior Secured Term Loan	SONIA + 6.00%, 7.5% Cash	02/22	10/27	3,461		4,072		3,114		0.5	%	(3) (6) (7) (19)
						3,461		4,072		3,114

Mercell Holding AS	Technology	First Lien Senior Secured Term Loan	NIBOR + 6.00%, 8.1% Cash	08/22	08/29	1,699		1,838		1,643		0.3	%	(3) (6) (7) (26)
		Class A Units (57.2 units)	N/A	08/22	N/A			56		52		—	%	(3) (6) (27)
		Class B Units (14,471.9 units)	N/A	08/22	N/A			—		—		—	%	(3) (6)
						1,699		1,894		1,695

MNS Buyer, Inc.	Construction and Building	First Lien Senior Secured Term Loan	LIBOR + 5.50%, 8.6% Cash	08/21	08/27	914		898		899		0.1	%	(6) (7) (8)
		Partnership Units (76.92 units)	N/A	08/21	NA			77		70		—	%	(6) (27)
						914		975		969

Modern Star Holdings Bidco Pty Limited	Non-durable Consumer Goods	First Lien Senior Secured Term Loan	BBSY + 6.25%, 8.8% Cash	12/20	12/26	1,868		2,073		1,820		0.3	%	(3) (6) (7) (20)
						1,868		2,073		1,820

Murphy Midco Limited	Media, Diversified & Production	First Lien Senior Secured Term Loan	SONIA + 5.00%, 5.9% Cash	11/20	11/27	703		816		695		0.1	%	(3) (6) (7) (19)
		First Lien Senior Secured Term Loan	SONIA + 5.00%, 6.2% Cash	11/20	11/27	187		200		176		—	%	(3) (6) (7) (19)
						890		1,016		871

Music Reports, Inc.	Media & Entertainment	First Lien Senior Secured Term Loan	LIBOR + 6.00%, 8.7% Cash	08/20	08/26	5,147		5,060		5,057		0.8	%	(6) (7) (8)
						5,147		5,060		5,057

Napa Bidco Pty Ltd	Healthcare	First Lien Senior Secured Term Loan	BBSY + 6.00%, 8.5% Cash	03/22	03/28	6,709		7,314		6,393		1.0	%	(3) (6) (7) (21)
						6,709		7,314		6,393

Barings Capital Investment Corporation

Unaudited Consolidated Schedule of Investments — (Continued)

September 30, 2022

(Amounts in thousands, except share amounts)


Portfolio Company (5)	Industry	Investment Type (1)(2)	Interest	Acq. Date	Maturity Date	Principal Amount		Cost		Fair Value		% of Net Assets *		Notes
Narda Acquisitionco., Inc.	Aerospace & Defense	First Lien Senior Secured Term Loan	LIBOR + 5.25%, 8.9% Cash	12/21	12/27	$	2,955	$	2,910	$	2,728	0.4	%	(6) (7) (9)
		Revolver	LIBOR + 5.25%, 8.9% Cash	12/21	12/27	34		24		(18)		—	%	(6) (7) (9)
		Class A Preferred Stock (2,392.9 shares)	N/A	12/21	N/A			239		193		—	%	(6) (27)
		Class B Common Stock (265.9 shares)	N/A	12/21	N/A			27		—		—	%	(6) (27)
						2,989		3,200		2,903

Navia Benefit Solutions, Inc.	Healthcare & Pharmaceuticals	First Lien Senior Secured Term Loan	LIBOR + 5.25%, 8.2% Cash	02/21	02/27	9,282		9,167		9,208		1.5	%	(6) (7) (8)
						9,282		9,167		9,208

Nexus Underwriting Management Limited	Other Financial	First Lien Senior Secured Term Loan	SONIA + 5.25%, 5.9% Cash	10/21	10/28	2,307		2,712		2,251		0.4	%	(3) (6) (7) (19)
		Revolver	SONIA + 5.25%, 5.9% Cash	10/21	04/23	87		104		87		—	%	(3) (6) (7) (19)
						2,394		2,816		2,338

Northstar Recycling, LLC	Environmental Industries	First Lien Senior Secured Term Loan	LIBOR + 4.75%, 8.4% Cash	10/21	09/27	3,965		3,897		3,896		0.6	%	(6) (7) (9)
						3,965		3,897		3,896

Novotech Aus Bidco Pty Ltd	Healthcare	First Lien Senior Secured Term Loan	BBSY + 5.75%, 7.6% Cash	01/22	01/28	3,055		3,383		2,930		0.5	%	(3) (6) (7) (22)
		First Lien Senior Secured Term Loan	SOFR + 5.25%, 7.6% Cash	01/22	01/28	3,479		3,388		3,294		0.5	%	(3) (6) (7) (16)
						6,534		6,771		6,224

NPM Investments 28 B.V.	Healthcare	First Lien Senior Secured Term Loan	EURIBOR + 6.25%, 7.4% Cash	09/22	09/29	1,968		1,902		1,902		0.3	%	(3) (6) (7) (12)
						1,968		1,902		1,902

OA Buyer, Inc.	Healthcare	First Lien Senior Secured Term Loan	LIBOR + 6.00%, 9.1% Cash	12/21	12/28	6,599		6,478		6,486		1.1	%	(6) (7) (8)
		Revolver	LIBOR + 6.00%, 9.1% Cash	12/21	12/28	—		(24)		(23)		—	%	(6) (7) (8)
		Partnership Units (210,920.11 units)	N/A	12/21	N/A			211		211		—	%	(6) (27)
						6,599		6,665		6,674

OAC Holdings I Corp	Automotive	First Lien Senior Secured Term Loan	SOFR + 5.00%, 8.0% Cash	03/22	03/29	1,810		1,777		1,780		0.3	%	(6) (7) (15)
		Revolver	SOFR + 5.00%, 8.0% Cash	03/22	03/28	284		271		272		—	%	(6) (7) (15)
						2,094		2,048		2,052

Odeon Cinemas Group Limited	Hotel, Gaming, & Leisure	First Lien Senior Secured Term Loan	11.3% Cash	02/21	08/23	6,706		8,167		6,538		1.1	%	(3)
						6,706		8,167		6,538

OG III B.V.	Containers & Glass Products	First Lien Senior Secured Term Loan	EURIBOR + 5.75%, 6.8% Cash	06/21	06/28	6,071		7,234		6,041		1.0	%	(3) (6) (7) (12)
						6,071		7,234		6,041

Omni Intermediate Holdings, LLC	Transportation	First Lien Senior Secured Term Loan	SOFR + 5.00%, 8.7% Cash	12/20	12/26	8,315		8,246		8,118		1.3	%	(6) (7) (15)
						8,315		8,246		8,118

Oracle Vision Bidco Limited	Healthcare	First Lien Senior Secured Term Loan	SONIA + 4.75%, 5.7% Cash	06/21	05/28	1,184		1,460		1,166		0.2	%	(3) (6) (7) (19)
						1,184		1,460		1,166

Origin Bidco Limited	Technology	First Lien Senior Secured Term Loan	LIBOR + 5.50%, 8.7% Cash	06/21	06/28	597		583		584		0.1	%	(3) (6) (7) (9)
		First Lien Senior Secured Term Loan	EURIBOR + 5.50%, 6.3% Cash	06/21	06/28	325		395		318		0.1	%	(3) (6) (7) (12)
						922		978		902

Barings Capital Investment Corporation

Unaudited Consolidated Schedule of Investments — (Continued)

September 30, 2022

(Amounts in thousands, except share amounts)


Portfolio Company (5)	Industry	Investment Type (1)(2)	Interest	Acq. Date	Maturity Date	Principal Amount		Cost		Fair Value		% of Net Assets *		Notes
OSP Hamilton Purchaser, LLC	Technology	First Lien Senior Secured Term Loan	LIBOR + 5.25%, 8.9% Cash	12/21	12/27	$	2,264	$	2,223	$	2,230	0.4	%	(6) (7) (9)
		Revolver	LIBOR + 5.25%, 8.9% Cash	12/21	12/27	—		(3)		(3)		—	%	(6) (7) (9)
		LP Units (60,040 units)	N/A	07/22	N/A			63		67		—	%	(6) (27)
						2,264		2,283		2,294

Panoche Energy Center LLC	Electric	First Lien Senior Secured Bond	6.9% Cash	07/22	07/29	4,924		4,407		4,530		0.7	%	(6)
						4,924		4,407		4,530

PDQ.Com Corporation	Business Equipment & Services	First Lien Senior Secured Term Loan	LIBOR + 4.75%, 8.4% Cash	08/21	08/27	12,793		12,600		12,625		2.1	%	(6) (7) (9)
		Class A-2 Partnership Units (286.4 units)	N/A	08/21	N/A			86		114		—	%	(6) (27)
						12,793		12,686		12,739

Perimeter Master Note Business Trust	Credit Card ABS	Structured Secured Note - Class A	4.7% Cash	05/22	05/27	82		82		75		—	%	(3) (6)
		Structured Secured Note - Class B	5.4% Cash	05/22	05/27	82		82		74		—	%	(3) (6)
		Structured Secured Note - Class C	5.9% Cash	05/22	05/27	82		82		71		—	%	(3) (6)
		Structured Secured Note - Class D	8.5% Cash	05/22	05/27	82		82		71		—	%	(3) (6)
		Structured Secured Note - Class E	11.4% Cash	05/22	05/27	4,192		4,192		3,633		0.6	%	(3) (6)
						4,520		4,520		3,924

Permaconn BidCo Pty Ltd	Tele-communications	First Lien Senior Secured Term Loan	BBSY + 6.50%, 9.1% Cash	12/21	12/27	4,631		5,032		4,535		0.7	%	(3) (6) (7) (21)
						4,631		5,032		4,535

Polara Enterprises, L.L.C.	Capital Equipment	First Lien Senior Secured Term Loan	LIBOR + 4.75%, 7.3% Cash	12/21	12/27	2,105		2,068		2,067		0.3	%	(6) (7) (9)
		Revolver	LIBOR + 4.75%, 7.3% Cash	12/21	12/27	—		(5)		(5)		—	%	(6) (7) (9)
		Partnership Units (3,704.3 units)	N/A	12/21	N/A			370		370		0.1	%	(6) (27)
						2,105		2,433		2,432

Policy Services Company, LLC	Property & Casualty Insurance	First Lien Senior Secured Term Loan	LIBOR + 6.00%, 8.8% Cash, 4.0% PIK	12/21	06/26	20,571		20,060		19,954		3.3	%	(6) (7) (9)
		Warrants Class A (10,710 units)	N/A	12/21	N/A			—		—		—	%	(6) (27)
		Warrants Class B (3,614 units)	N/A	12/21	N/A			—		—		—	%	(6) (27)
		Warrants Class C (372 units)	N/A	12/21	N/A			—		—		—	%	(6) (27)
		Warrants Class D (955 units)	N/A	12/21	N/A			—		—		—	%	(6) (27)
						20,571		20,060		19,954

Premium Franchise Brands, LLC	Research & Consulting Services	First Lien Senior Secured Term Loan	LIBOR + 6.25%, 9.9% Cash	12/20	12/26	11,845		11,652		11,670		1.9	%	(6) (7) (9)
						11,845		11,652		11,670

Premium Invest	Brokerage, Asset Managers & Exchanges	First Lien Senior Secured Term Loan	EURIBOR + 5.75%, 6.5% Cash	06/21	06/28	5,094		6,008		5,094		0.8	%	(3) (6) (7) (13)
						5,094		6,008		5,094

Preqin MC Limited	Banking, Finance, Insurance & Real Estate	First Lien Senior Secured Term Loan	LIBOR + 5.25%, 8.6% Cash	08/21	07/28	3,147		3,066		3,089		0.5	%	(3) (6) (7) (10)
						3,147		3,066		3,089

Barings Capital Investment Corporation

Unaudited Consolidated Schedule of Investments — (Continued)

September 30, 2022

(Amounts in thousands, except share amounts)


Portfolio Company (5)	Industry	Investment Type (1)(2)	Interest	Acq. Date	Maturity Date	Principal Amount		Cost		Fair Value		% of Net Assets *		Notes
ProfitOptics, LLC	Technology	First Lien Senior Secured Term Loan	LIBOR + 5.75%, 9.6% Cash	03/22	03/28	$	708	$	695	$	691	0.1	%	(6) (7) (10)
		Revolver	LIBOR + 5.75%, 9.6% Cash	03/22	03/28	—		(4)		(5)		—	%	(6) (7) (10)
		Second Lien Senior Subordinated Term Loan	8.0% Cash	03/22	03/29	32		32		32		—	%	(6)
		LLC Units (96,774.2 units)	N/A	03/22	N/A			65		65		—	%	(6) (27)
						740		788		783

Protego Bidco B.V.	Aerospace & Defense	First Lien Senior Secured Term Loan	EURIBOR + 6.00%, 7.7% Cash	03/21	03/28	319		374		311		0.1	%	(3) (6) (7) (13)
		Revolver	EURIBOR + 5.25%, 6.9% Cash	03/21	03/27	665		788		658		0.1	%	(3) (6) (7) (12)
						984		1,162		969

PSP Intermediate 4, LLC	Technology	First Lien Senior Secured Term Loan	EURIBOR + 5.25%, 6.1% Cash	05/22	05/29	801		823		766		0.1	%	(3) (6) (7) (12)
		First Lien Senior Secured Term Loan	LIBOR + 5.25%, 8.4% Cash	05/22	05/29	866		843		845		0.1	%	(3) (6) (7) (9)
						1,667		1,666		1,611

QPE7 SPV1 BidCo Pty Ltd	Consumer Cyclical	First Lien Senior Secured Term Loan	BBSY + 5.50%, 8.0% Cash	09/21	09/26	2,718		3,002		2,637		0.4	%	(3) (6) (7) (21)
						2,718		3,002		2,637

Questel Unite	Business Services	First Lien Senior Secured Term Loan	EURIBOR + 6.25%, 7.4% Cash	12/20	12/27	2,113		2,452		2,047		0.3	%	(3) (6) (7) (12)
		First Lien Senior Secured Term Loan	LIBOR + 6.25%, 9.9% Cash	12/20	12/27	367		363		362		0.1	%	(3) (6) (7) (9)
						2,480		2,815		2,409

Recovery Point Systems, Inc.	Technology	First Lien Senior Secured Term Loan	LIBOR + 6.50%, 9.4% Cash	08/20	07/26	5,033		4,963		5,023		0.8	%	(6) (7) (9)
		Partnership Equity (81,313 units)	N/A	03/21	N/A			81		54		—	%	(6) (27)
						5,033		5,044		5,077

Renovation Parent Holdings, LLC	Home Furnishings	First Lien Senior Secured Term Loan	LIBOR + 5.50%, 7.5% Cash	11/21	11/27	7,641		7,474		7,506		1.2	%	(6) (7) (9)
		Partnership Equity (394,736.8 units)	N/A	11/21	N/A			395		395		0.1	%	(6) (27)
						7,641		7,869		7,901

REP SEKO MERGER SUB LLC	Air Freight & Logistics	First Lien Senior Secured Term Loan	EURIBOR + 5.00%, 6.0% Cash	12/20	12/26	8,283		9,455		8,169		1.3	%	(6) (7) (13)
		First Lien Senior Secured Term Loan	LIBOR + 5.00%, 8.1% Cash	12/20	12/26	1,467		1,431		1,440		0.2	%	(6) (7) (9)
						9,750		10,886		9,609

Resonetics, LLC	Health Care Equipment	Second Lien Senior Secured Term Loan	LIBOR + 7.00%, 10.2% Cash	04/21	04/29	1,859		1,826		1,833		0.3	%	(6) (7) (9)
						1,859		1,826		1,833

Reward Gateway (UK) Ltd	Precious Metals & Minerals	First Lien Senior Secured Term Loan	SONIA + 6.50%, 7.7% Cash	08/21	06/28	5,652		6,818		5,546		0.9	%	(3) (6) (7) (18)
						5,652		6,818		5,546

Riedel Beheer B.V.	Food & Beverage	First Lien Senior Secured Term Loan	EURIBOR + 5.50%, 7.2% Cash	12/21	12/28	2,032		2,247		1,976		0.3	%	(3) (6) (7) (12)
						2,032		2,247		1,976

Royal Buyer, LLC	Industrial Other	First Lien Senior Secured Term Loan	SOFR + 6.00%, 8.9% Cash	08/22	08/28	5,522		5,391		5,389		0.9	%	(6) (7) (15)
		Revolver	SOFR + 6.00%, 8.9% Cash	08/22	08/28	204		187		186		—	%	(6) (7) (15)
						5,726		5,578		5,575

Barings Capital Investment Corporation

Unaudited Consolidated Schedule of Investments — (Continued)

September 30, 2022

(Amounts in thousands, except share amounts)


Portfolio Company (5)	Industry	Investment Type (1)(2)	Interest	Acq. Date	Maturity Date	Principal Amount		Cost		Fair Value		% of Net Assets *		Notes
RPX Corporation	Research & Consulting Services	First Lien Senior Secured Term Loan	LIBOR + 5.50%, 8.6% Cash	10/20	10/25	$	15,113	$	14,861	$	14,887	2.4	%	(6) (7) (8)
						15,113		14,861		14,887

Safety Products Holdings, LLC	Non-durable Consumer Goods	First Lien Senior Secured Term Loan	LIBOR + 6.00%, 9.1% Cash	12/20	12/26	4,841		4,760		4,768		0.8	%	(6) (7) (8)
		First Lien Senior Secured Term Loan	LIBOR + 6.00%, 9.1% Cash	12/20	09/23	143		114		104		—	%	(6) (7) (8)
		Preferred Stock (84.8 shares)	N/A	12/20	N/A			85		116		—	%	(6) (27)
						4,984		4,959		4,988

Sanoptis S.A.R.L.	Healthcare & Pharmaceuticals	First Lien Senior Secured Term Loan	EURIBOR + 5.50%, 7.4% Cash	06/22	07/29	889		820		812		0.1	%	(3) (6) (7) (13)
		First Lien Senior Secured Term Loan	SARON + 5.50%, 7.8% Cash	06/22	07/29	166		162		161		—	%	(3) (6) (7) (25)
						1,055		982		973

Scaled Agile, Inc.	Research & Consulting Services	First Lien Senior Secured Term Loan	SOFR + 5.50%, 9.2% Cash	12/21	12/28	1,739		1,708		1,739		0.3	%	(6) (7) (15)
		First Lien Senior Secured Term Loan	SOFR + 5.50%, 9.2% Cash	12/21	12/23	—		(5)		—		—	%	(6) (7) (15)
		Revolver	SOFR + 5.50%, 9.2% Cash	12/21	12/28	—		(6)		—		—	%	(6) (7) (15)
						1,739		1,697		1,739

Scout Bidco B.V.	Diversified Manufacturing	First Lien Senior Secured Term Loan	EURIBOR + 6.00%, 6.6% Cash	05/22	03/29	2,976		3,140		2,888		0.5	%	(3) (6) (7) (12)
		Revolver	EURIBOR + 6.00%, 6.6% Cash	05/22	03/29	—		(12)		(10)		—	%	(3) (6) (7) (12)
						2,976		3,128		2,878

Sereni Capital NV	Consumer Cyclical	First Lien Senior Secured Term Loan	EURIBOR + 5.75%, 5.8% Cash	05/22	05/29	450		479		439		0.1	%	(3) (6) (7) (13)
		First Lien Senior Secured Term Loan	EURIBOR + 5.75%, 5.8% Cash	05/22	11/28	208		200		198		—	%	(3) (6) (7) (13)
						658		679		637

Serta Simmons Bedding LLC	Home Furnishings	Super Priority Second Out	LIBOR + 7.50%, 10.8% Cash	09/20	08/23	1,960		1,842		1,022		0.2	%	(7) (9)
						1,960		1,842		1,022

SISU ACQUISITIONCO., INC.	Aerospace & Defense	First Lien Senior Secured Term Loan	LIBOR + 5.25%, 8.9% Cash	12/20	12/26	4,923		4,849		4,517		0.7	%	(6) (7) (9)
						4,923		4,849		4,517

Smartling, Inc.	Technology	First Lien Senior Secured Term Loan	LIBOR + 5.75%, 9.4% Cash	11/21	10/27	8,174		8,010		8,015		1.3	%	(6) (7) (9)
		Revolver	LIBOR + 5.75%, 9.4% Cash	11/21	10/27	—		(10)		(10)		—	%	(6) (7) (9)
						8,174		8,000		8,005

SN BUYER, LLC	Health Care Services	First Lien Senior Secured Term Loan	LIBOR + 5.75%, 8.8% Cash	12/20	12/26	4,567		4,499		4,567		0.7	%	(6) (7) (8)
						4,567		4,499		4,567

SSCP Pegasus Midco Limited	Healthcare & Pharmaceuticals	First Lien Senior Secured Term Loan	SONIA + 6.75%, 8.4% Cash	12/20	11/27	428		462		405		0.1	%	(3) (6) (7) (18)
						428		462		405

Starnmeer B.V.	Technology	First Lien Senior Secured Term Loan	LIBOR + 6.40%, 9.2% Cash	10/21	04/27	4,640		4,580		4,551		0.7	%	(3) (6) (7) (9)
						4,640		4,580		4,551

Superjet Buyer, LLC	Technology	First Lien Senior Secured Term Loan	LIBOR + 5.75%, 9.4% Cash	12/21	12/27	16,406		16,112		16,160		2.6	%	(6) (7) (9)
		Revolver	LIBOR + 5.75%, 9.4% Cash	12/21	12/27	—		(26)		(22)		—	%	(6) (7) (9)
						16,406		16,086		16,138

Barings Capital Investment Corporation

Unaudited Consolidated Schedule of Investments — (Continued)

September 30, 2022

(Amounts in thousands, except share amounts)


Portfolio Company (5)	Industry	Investment Type (1)(2)	Interest	Acq. Date	Maturity Date	Principal Amount		Cost		Fair Value		% of Net Assets *		Notes
Syniverse Holdings, Inc.	Technology Distributors	Series A Preferred Equity (7,575,758 units)	12.5% PIK	05/22	N/A	$	—	$	7,424	$	7,045	1.1	%	(6)
						—		7,424		7,045

Syntax Systems Ltd	Technology	First Lien Senior Secured Term Loan	LIBOR + 5.50%, 8.0% Cash	11/21	10/28	4,127		4,090		4,011		0.7	%	(3) (6) (7) (8)
		First Lien Senior Secured Term Loan	LIBOR + 5.50%, 8.0% Cash	11/21	10/23	—		(6)		(32)		—	%	(3) (6) (7) (8)
		Revolver	LIBOR + 5.50%, 8.0% Cash	11/21	10/26	398		393		382		0.1	%	(3) (6) (7) (8)
						4,525		4,477		4,361

TA SL Cayman Aggregator Corp.	Technology	Subordinated Term Loan	7.8% PIK	07/21	07/28	1,008		993		996		0.2	%	(6)
		Common Stock (736 shares)	N/A	07/21	N/A			23		39		—	%	(6) (27)
						1,008		1,016		1,035

Tank Holding Corp	Metal & Glass Containers	First Lien Senior Secured Term Loan	SOFR + 6.00%, 8.9% Cash	03/22	03/28	7,345		7,191		7,208		1.2	%	(6) (7) (14)
		Revolver	SOFR + 6.00%, 8.9% Cash	03/22	03/28	—		(14)		(12)		—	%	(6) (7) (14)
						7,345		7,177		7,196

Techone B.V.	Technology	First Lien Senior Secured Term Loan	EURIBOR + 5.50%, 6.7% Cash	11/21	11/28	2,667		2,981		2,601		0.4	%	(3) (6) (7) (12)
		Revolver	EURIBOR + 5.50%, 6.7% Cash	11/21	05/28	78		82		75		—	%	(3) (6) (7) (12)
						2,745		3,063		2,676

Tencarva Machinery Company, LLC	Capital Equipment	First Lien Senior Secured Term Loan	LIBOR + 5.25%, 8.9% Cash	12/21	12/27	4,220		4,155		4,165		0.7	%	(6) (7) (9)
		Revolver	LIBOR + 5.25%, 8.9% Cash	12/21	12/27	—		(11)		(10)		—	%	(6) (7) (9)
						4,220		4,144		4,155

Terrybear, Inc.	Consumer Products	Subordinated Term Loan	10.0% Cash, 4.0% PIK	04/22	04/28	261		256		256		—	%	(6)
		Partnership Equity (24,358.97 units)	N/A	04/22	N/A			239		239		—	%	(6) (27)
						261		495		495

The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)	Brokerage, Asset Managers & Exchanges	First Lien Senior Secured Term Loan	LIBOR + 4.25%, 7.9% Cash	10/21	12/27	811		752		762		0.1	%	(6) (7) (9)
		Revolver	LIBOR + 4.25%, 7.9% Cash	10/21	12/27	—		(12)		(11)		—	%	(6) (7) (9)
		Subordinated Term Loan	LIBOR + 7.00%, 9.6% Cash	10/21	10/28	3,245		3,187		3,200		0.5	%	(6) (7) (9)
						4,056		3,927		3,951

The Cleaver-Brooks Company, Inc.	Industrial Equipment	First Lien Senior Secured Term Loan	SOFR + 5.75%, 8.9% Cash	07/22	07/28	13,442		13,155		13,147		2.1	%	(6) (7) (14)
		Subordinated Term Loan	11.0% PIK	07/22	07/29	2,828		2,767		2,764		0.5	%	(6)
						16,270		15,922		15,911

The Octave Music Group, Inc.	Media: Diversified & Production	Second Lien Senior Secured Term Loan	SOFR + 7.50%, 9.6% Cash	04/22	03/30	7,569		7,425		7,443		1.2	%	(6) (7) (15)
		Partnership Equity (409,153.1 units)	N/A	04/22	N/A			409		587		0.1	%	(6) (27)
						7,569		7,834		8,030

Trident Maritime Systems, Inc.	Aerospace & Defense	First Lien Senior Secured Term Loan	LIBOR + 5.00%, 8.7% Cash	02/21	02/27	16,780		16,570		16,528		2.7	%	(6) (7) (9)
						16,780		16,570		16,528

TSM II Luxco 10 SARL	Chemical & Plastics	Subordinated Term Loan	9.3% PIK	03/22	03/27	4,898		5,346		4,702		0.8	%	(3) (6) (7)
						4,898		5,346		4,702

Barings Capital Investment Corporation

Unaudited Consolidated Schedule of Investments — (Continued)

September 30, 2022

(Amounts in thousands, except share amounts)


Portfolio Company (5)	Industry	Investment Type (1)(2)	Interest	Acq. Date	Maturity Date	Principal Amount		Cost		Fair Value		% of Net Assets *		Notes
Turbo Buyer, Inc.	Finance Companies	First Lien Senior Secured Term Loan	LIBOR + 6.00%, 10.2% Cash	11/21	12/25	$	7,621	$	7,473	$	7,365	1.2	%	(6) (7) (9)
						7,621		7,473		7,365

Turnberry Solutions, Inc.	Consumer Cyclical	First Lien Senior Secured Term Loan	SOFR + 6.25%, 9.2% Cash	07/21	09/26	7,957		7,831		7,829		1.3	%	(6) (7) (16)
						7,957		7,831		7,829

UKFast Leaders Limited	Technology	First Lien Senior Secured Term Loan	SONIA + 7.25%, 9.4% Cash	09/20	09/27	931		1,048		892		0.1	%	(3) (6) (7) (18)
						931		1,048		892

Union Bidco Limited	Healthcare	First Lien Senior Secured Term Loan	SONIA + 5.50%, 7.0% Cash	06/22	06/29	802		852		784		0.1	%	(3) (6) (7) (18)
						802		852		784

United Therapy Holding III GmbH	Healthcare	First Lien Senior Secured Term Loan	EURIBOR + 5.50%, 5.7% Cash	04/22	03/29	716		731		665		0.1	%	(3) (6) (7) (13)
						716		731		665

Utac Ceram	Business Services	First Lien Senior Secured Term Loan	EURIBOR + 5.25%, 6.4% Cash	09/20	09/27	686		824		677		0.1	%	(3) (6) (7) (12)
		First Lien Senior Secured Term Loan	LIBOR + 5.25%, 8.9% Cash	02/21	09/27	364		364		359		0.1	%	(3) (6) (7) (9)
						1,050		1,188		1,036

Victoria Bidco Limited	Industrial Machinery	First Lien Senior Secured Term Loan	SONIA + 6.50%, 8.7% Cash	03/22	01/29	7,204		8,396		7,030		1.1	%	(3) (6) (7) (17)
						7,204		8,396		7,030

VistaJet Pass Through Trust 2021-1B	Airlines	Structured Secured Note - Class B	6.3% Cash	11/21	2/29	9,286		9,286		8,548		1.4	%	(6)
						9,286		9,286		8,548

Vital Buyer, LLC	Technology	First Lien Senior Secured Term Loan	LIBOR + 5.50%, 8.6% Cash	06/21	06/28	12,613		12,400		12,613		2.1	%	(6) (7) (9)
		Partnership Units (16,442.9 units)	N/A	06/21	N/A			165		329		0.1	%	(6) (27)
						12,613		12,565		12,942

W2O Holdings, Inc.	Healthcare Technology	First Lien Senior Secured Term Loan	LIBOR + 4.75%, 7.6% Cash	10/20	06/25	1,351		1,351		1,343		0.2	%	(6) (7) (10)
		First Lien Senior Secured Term Loan	LIBOR + 4.75%, 7.1% Cash	10/20	06/25	—		(15)		(6)		—	%	(6) (7) (9)
						1,351		1,336		1,337

Wheels Up Experience Inc	Transportation Services	First Lien Senior Secured Term Loan	12.0% Cash	09/22	10/29	10,000		9,600		9,737		1.6	%	(6)
						10,000		9,600		9,737

Willis Engine Structured Trust VI	Structured Finance	Structured Secured Note - Series 2021-1 Class C	7.4% Cash	05/21	5/46	2,248		2,248		1,731		0.3	%
						2,248		2,248		1,731

Woodland Foods, LLC	Food & Beverage	First Lien Senior Secured Term Loan	LIBOR + 5.50%, 8.6% Cash	12/21	12/27	3,344		3,285		3,221		0.5	%	(6) (7) (9)
		Revolver	LIBOR + 5.50%, 8.6% Cash	12/21	12/27	678		659		639		0.1	%	(6) (7) (9)
		Common Stock (777.3 shares)	N/A	12/21	N/A			777		677		0.1	%	(6) (27)
						4,022		4,721		4,537

Xeinadin Bidco Limited	Financial Other	First Lien Senior Secured Term Loan	SONIA + 5.25%, 6.9% Cash	05/22	05/29	4,979		5,332		4,798		0.8	%	(3) (6) (7) (18)
		Subordinated Term Loan	11.0% PIK	05/22	05/29	1,758		1,888		1,706		0.3	%	(3) (6)
		Common Stock (177,141 shares)	N/A	05/22	N/A			226		204		—	%	(3) (6) (27)
						6,737		7,446		6,708

Barings Capital Investment Corporation

Unaudited Consolidated Schedule of Investments — (Continued)

September 30, 2022

(Amounts in thousands, except share amounts)


Portfolio Company (5)	Industry	Investment Type (1)(2)	Interest	Acq. Date	Maturity Date	Principal Amount		Cost		Fair Value		% of Net Assets *		Notes
ZB Holdco LLC	Food & Beverage	First Lien Senior Secured Term Loan	LIBOR + 4.75%, 8.4% Cash	02/22	02/28	$	1,349	$	1,315	$	1,318	0.2	%	(6) (7) (9)
		Revolver	LIBOR + 4.75%, 8.4% Cash	02/22	02/28	—		(8)		(7)		—	%	(6) (7) (9)
		LLC Units (76.3 units)	N/A	02/22	N/A			76		90		—	%	(6) (27)
						1,349		1,383		1,401

Zeppelin Bidco Limited	Services: Business	First Lien Senior Secured Term Loan	SONIA + 6.25%, 8.4% Cash	03/22	03/29	2,701		3,069		2,615		0.4	%	(3) (6) (7) (18)
		Revolver	SONIA + 6.25%, 8.4% Cash	03/22	05/22	—		(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 LP	Investment Funds & Vehicles	10% Partnership Interest	N/A	03/21	N/A			14,646		15,473		2.5	%	(3) (27)
								14,646		15,473

Eclipse Business Capital, LLC	Banking, Finance, Insurance & Real Estate	Revolver	LIBOR + 7.25%	07/21	07/28	3,054		2,999		3,054		0.5	%	(6) (8)
		Second Lien Senior Secured Term Loan	7.5% Cash	07/21	07/28	2,246		2,227		2,246		0.4	%	(6)
		LLC Units (44,197,541 units)	N/A	07/21	N/A			44,396		62,540		10.2	%	(6)
						5,300		49,622		67,840

Thompson Rivers LLC	Investment Funds & Vehicles	6.6% Member Interest	N/A	06/20	N/A			23,720		18,070		3.0	%	(3)
								23,720		18,070

Waccamaw River LLC	Investment Funds & Vehicles	20% Member Interest	N/A	02/21	N/A			22,556		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

Barings Capital Investment Corporation

Unaudited Consolidated Schedule of Investments — (Continued)

September 30, 2022

(Amounts in thousands, except share amounts)

Foreign Currency Forward Contracts:

Description

Notional Amount to be Purchased

Notional Amount to be Sold

Counterparty

Settlement Date

Unrealized Appreciation (Depreciation)

Foreign currency forward contract (AUD)

A$40,975

$26,578

HSBC Bank USA

10/06/22

(222)

Foreign currency forward contract (AUD)

$658

A$923

BNP Paribas SA

10/06/22

Foreign currency forward contract (AUD)

$27,704

A$40,052

HSBC Bank USA

10/06/22

1,942

Foreign currency forward contract (AUD)

$26,835

A$41,294

HSBC Bank USA

01/09/23

224

Foreign currency forward contract (CAD)

C$2,780

$2,029

HSBC Bank USA

10/06/22

(7)

Foreign currency forward contract (CAD)

C$3,000

$2,248

BNP Paribas SA

10/06/22

(66)

Foreign currency forward contract (CAD)

$4,496

C$5,780

HSBC Bank USA

10/06/22

293

Foreign currency forward contract (CAD)

$2,055

C$2,813

HSBC Bank USA

01/09/23

Foreign currency forward contract (DKK)

3,683kr.

$485

HSBC Bank USA

10/06/22

(1)

Foreign currency forward contract (DKK)

$14

98kr.

BNP Paribas SA

10/06/22

Foreign currency forward contract (DKK)

$511

3,585kr.

HSBC Bank USA

10/06/22

Foreign currency forward contract (DKK)

$494

3,720kr.

HSBC Bank USA

01/09/23

Foreign currency forward contract (EUR)

€72,429

$70,937

HSBC Bank USA

10/06/22

(81)

Foreign currency forward contract (EUR)

$7,136

€6,950

BNP Paribas SA

10/06/22

337

Foreign currency forward contract (EUR)

$69,273

€65,479

HSBC Bank USA

10/06/22

5,216

Foreign currency forward contract (EUR)

$74,792

€75,782

HSBC Bank USA

01/09/23

Foreign currency forward contract (GBP)

£15,845

$17,542

HSBC Bank USA

10/06/22

Foreign currency forward contract (GBP)

$7,615

£6,650

BNP Paribas SA

10/06/22

213

Foreign currency forward contract (GBP)

$11,234

£9,195

HSBC Bank USA

10/06/22

999

Foreign currency forward contract (GBP)

$17,984

£16,224

HSBC Bank USA

01/09/23

(99)

Foreign currency forward contract (NZD)

NZ$11,678

$6,663

BNP Paribas SA

10/06/22

(77)

Foreign currency forward contract (NZD)

$4,482

NZ$7,178

HSBC Bank USA

10/06/22

434

Foreign currency forward contract (NZD)

$2,800

NZ$4,500

BNP Paribas SA

10/06/22

262

Foreign currency forward contract (NZD)

$6,701

NZ$11,738

BNP Paribas SA

01/09/23

Foreign currency forward contract (NOK)

kr20,013

$1,880

BNP Paribas SA

10/06/22

(41)

Foreign currency forward contract (NOK)

$2,045

kr20,013

BNP Paribas SA

10/06/22

205

Foreign currency forward contract (NOK)

$1,767

kr18,890

BNP Paribas SA

01/09/23

Foreign currency forward contract (CHF)

200Fr.

$204

HSBC Bank USA

10/03/22

(1)

Foreign currency forward contract (CHF)

1,220Fr.

$1,247

BNP Paribas SA

10/06/22

(7)

Foreign currency forward contract (CHF)

$21

20Fr.

BNP Paribas SA

10/06/22

—

Foreign currency forward contract (CHF)

$1,263

1,200Fr.

HSBC Bank USA

10/06/22

Foreign currency forward contract (CHF)

$206

200Fr.

HSBC Bank USA

01/09/23

Foreign currency forward contract (CHF)

$1,262

1,223Fr.

BNP Paribas SA

01/09/23

Total Foreign Currency Forward Contracts, September 30, 2022

9,955

* 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 whether 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 variable rate loans in the Company’s investment portfolio bear interest at a rate that may be determined by reference to LIBOR, EURIBOR, 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 September 30, 2022 represented 180.8% 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 24.2% of total investments at fair value as of September 30, 2022. Qualifying assets must represent at least 70% of total assets at the time of acquisition of any additional non-qualifying assets. If at any time qualifying assets do not represent at least 70% of the Company's total assets, the Company will be precluded from acquiring any additional non-qualifying asset until such time as it complies with the requirements of Section 55(a).

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

Barings Capital Investment Corporation

Unaudited Consolidated Schedule of Investments — (Continued)

September 30, 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)		September 30, 2022 Value		Amount of Interest or Dividends Credited to Income(c)
Portfolio Company	Type of Investment
Banff Partners LP	10% Partnership Interest	$	12,859	$	2,000	$	—	$	—	$	614	$	15,473	$	—
		12,859		2,000		—		—		614		15,473		—

Eclipse Business Capital, LLC (d)	Revolver (LIBOR + 7.25%)	898		2,612		(449)		—		(7)		3,054		156
	Second Lien Senior Secured Term Loan (7.5% Cash)	2,341		2		—		—		(97)		2,246		126
	LLC Units (44,197,541 units)	45,789		—		—		—		16,751		62,540		4,585
		49,028		2,614		(449)		—		16,647		67,840		4,867

Thompson Rivers LLC	6.6% Member Interest	34,893		31		(8,598)		—		(8,256)		18,070		3,218
		34,893		31		(8,598)		—		(8,256)		18,070		3,218

Waccamaw River LLC	20% Member Interest	13,501		8,800		(39)		39		(930)		21,371		1,314
		13,501		8,800		(39)		39		(930)		21,371		1,314

Total Affiliate Investments		$	110,281	$	13,445	$	(9,086)	$	39	$	8,075	$	122,754	$	9,399

(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's senior secured revolving credit facility with ING Capital LLC (as amended, the "ING Credit Facility").

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

(7)Debt investment includes interest rate floor feature.

(8)The interest rate on these loans is subject to 1 Month LIBOR, which as of September 30, 2022 was 3.14271%.

(9)The interest rate on these loans is subject to 3 Month LIBOR, which as of September 30, 2022 was 3.75471%.

(10)The interest rate on these loans is subject to 6 Month LIBOR, which as of September 30, 2022 was 4.23200%.

(11)The interest rate on these loans is subject to 1 Month EURIBOR, which as of September 30, 2022 was 0.67900%.

(12)The interest rate on these loans is subject to 3 Month EURIBOR, which as of September 30, 2022 was 1.17300%.

(13)The interest rate on these loans is subject to 6 Month EURIBOR, which as of September 30, 2022 was 1.80900%.

(14)The interest rate on these loans is subject to 1 Month SOFR, which as of September 30, 2022 was 3.04205%.

(15)The interest rate on these loans is subject to 3 Month SOFR, which as of September 30, 2022 was 3.59329%.

(16)The interest rate on these loans is subject to 6 Month SOFR, which as of September 30, 2022 was 3.99102%.

(17)The interest rate on these loans is subject to 1 Month SONIA, which as of September 30, 2022 was 2.25330%.

(18)The interest rate on these loans is subject to 3 Month SONIA, which as of September 30, 2022 was 3.22510%.

(19)The interest rate on these loans is subject to 6 Month SONIA, which as of September 30, 2022 was 4.12810%.

(20)The interest rate on these loans is subject to 1 Month BBSY, which as of September 30, 2022 was 2.70750%.

(21)The interest rate on these loans is subject to 3 Month BBSY, which as of September 30, 2022 was 3.06310%.

(22)The interest rate on these loans is subject to 6 Month BBSY, which as of September 30, 2022 was 3.56880%.

(23)The interest rate on these loans is subject to 3 Month CDOR, which as of September 30, 2022 was 4.20000%.

(24)The interest rate on these loans is subject to 3 Month BKBM, which as of September 30, 2022 was 3.64000%.

(25)The interest rate on these loans is subject to 3 Month SARON, which as of September 30, 2022 was 0.436530%.

(26)The interest rate on these loans is subject to 1 Month NIBOR, which as of September 30, 2022 was 2.70000%.

(27)Investment is non-income producing.

See accompanying notes.

Barings Capital Investment Corporation

Consolidated Schedule of Investments

December 31, 2021

(Amounts in thousands, except share amounts)


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


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

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

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

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

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











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

Foreign Currency Forward Contracts:

Description

Notional Amount to be Purchased

Notional Amount to be Sold

Counterparty

Settlement Date

Unrealized Appreciation (Depreciation)

Foreign currency forward contract (AUD)

A$12,250

$8,906

HSBC Bank USA

01/06/22

(1)

Foreign currency forward contract (AUD)

$8,834

A$12,250

HSBC Bank USA

01/06/22

(71)

Foreign currency forward contract (AUD)

$5,503

A$7,659

HSBC Bank USA

04/08/22

(66)

Foreign currency forward contract (CAD)

C$5,580

$4,366

HSBC Bank USA

01/06/22

Foreign currency forward contract (CAD)

$4,373

C$5,580

HSBC Bank USA

01/06/22

(36)

Foreign currency forward contract (CAD)

$270

C$349

BNP Paribas SA

04/08/22

(6)

Foreign currency forward contract (CAD)

$4,439

C$5,675

HSBC Bank USA

04/08/22

(44)

Foreign currency forward contract (DKK)

3,526kr.

$537

HSBC Bank USA

01/06/22

Foreign currency forward contract (DKK)

$551

3,526kr.

HSBC Bank USA

01/06/22

Foreign currency forward contract (DKK)

$531

3,481kr.

HSBC Bank USA

04/08/22

(2)

Foreign currency forward contract (EUR)

€20,807

$23,557

HSBC Bank USA

01/06/22

119

Foreign currency forward contract (EUR)

$5,181

€4,500

BNP Paribas SA

01/06/22

Foreign currency forward contract (EUR)

$18,704

€16,307

HSBC Bank USA

01/06/22

149

Foreign currency forward contract (EUR)

$10,436

€9,200

BNP Paribas SA

04/08/22

(54)

Foreign currency forward contract (EUR)

$25,362

€22,357

HSBC Bank USA

04/08/22

(129)

Foreign currency forward contract (GBP)

£8,566

$11,504

HSBC Bank USA

01/06/22

Foreign currency forward contract (GBP)

$11,472

£8,566

HSBC Bank USA

01/06/22

(128)

Foreign currency forward contract (GBP)

£4,068

$5,418

HSBC Bank USA

04/08/22

Total Foreign Currency Forward Contracts, December 31, 2021

* 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

Barings Capital Investment Corporation

Consolidated Schedule of Investments — (Continued)

December 31, 2021

(Amounts in thousands, except share amounts)

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

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

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


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

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

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

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

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

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

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

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

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

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

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

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

(7)Debt investment includes interest rate floor feature.

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

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

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

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

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

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

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

Barings Capital Investment Corporation

Consolidated Schedule of Investments — (Continued)

December 31, 2021

(Amounts in thousands, except share amounts)

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

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

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

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

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

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

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

See accompanying notes.

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements

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

Organization and Business

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

Description of Business

The Company is a financial services company that primarily lends to and invests in senior secured private debt investments in well-established middle-market businesses that operate across a wide range of industries. The Company is externally managed by Barings, an investment adviser that is registered with the Securities and Exchange Commission (the “SEC”) under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). The Adviser, a wholly-owned subsidiary of Massachusetts Mutual Life Insurance Company (“MassMutual”), is a leading global asset management firm, with $338.4 billion in assets under management as of September 30, 2022.

Basis of Presentation

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

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

Recently Issued Accounting Standards

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

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)

2. AGREEMENTS AND RELATED PARTY TRANSACTIONS

Investment Advisory Agreement

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

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

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

The Adviser has retained its indirect, wholly-owned subsidiary, Baring International Investment Limited (“BIIL”), as a sub-adviser to manage European investments for the Company. BIIL is an investment adviser registered with the SEC in the United States and the Financial Conduct Authority in the United Kingdom with its principal office located in London, England. As of September 30, 2022, BIIL had approximately £16.5 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, 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 million and $0.4 million, respectively. As of September 30, 2022, the Base Management Fee of $0.4 million for the three months ended September 30, 2022 was unpaid and included in “Base management fees payable” in the accompanying Unaudited Consolidated Balance Sheet. As of December 31, 2021, the Base Management Fee of $0.3 million for the three months ended December 31, 2021 was unpaid and included in “Base management fees payable” in the accompanying Consolidated Balance Sheet.

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)

The Incentive Fee

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

Income-Based Fee

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)

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

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

• “Floating Rate Replacement Date” means:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)

• “Cumulative Net Return” means (x) the aggregate Pre-Incentive Fee Net Investment Income in respect of either (i) the trailing twelve calendar quarters ending with the calendar quarter in which the Income-Based Fee is calculated or (ii) prior to the end of the twelfth calendar quarter after the effective date of the Advisory Agreement, the period from the effective date of the Advisory Agreement through the last day of the calendar quarter for which the 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, 2022, the Income-Based Fee determined in accordance with the terms of the Advisory Agreement was $2.2 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 million, respectively. As of September 30, 2022, the Income-Based Fee of $2.2 million for the three months ended September 30, 2022 was unpaid and included in “Incentive management fees payable” in the accompanying Unaudited Consolidated Balance Sheet. As of December 31, 2021, the Incentive-Based Fee of $1.5 million for the three months ended December 31, 2021 was unpaid and included in “Incentive management fees payable” in the accompanying Consolidated Balance Sheet.

For the three and nine months ended September 30, 2022, the Company 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 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" as defined in Section 2(a)(19) of the 1940 Act. The Advisory Agreement’s continuance was approved for an additional annual term by a vote of the Board at its meeting held on May 5, 2022. The Advisory Agreement may be terminated at any time, without the payment of any penalty, upon 60 days’ written notice, (i) by the vote of a majority of the outstanding voting securities of the Company or (ii) by the vote of the Board, or (iii) by the Adviser upon 90 days' written

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).

Administration Agreement

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

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

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

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

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

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

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

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

For the three and nine months ended September 30, 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. As of September 30, 2022, the administrative expenses of $0.3 million incurred during the three months ended September 30, 2022 were unpaid and included in “Administrative fees payable” in the accompanying Unaudited Consolidated Balance Sheet. As of December 31, 2021, the administrative expenses of $0.2 million incurred during the three months ended December 31, 2021 were unpaid and included in “Administrative fees payable” in the accompanying Consolidated Balance Sheet.

The Administration Agreement 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

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.

3. INVESTMENTS

Portfolio Composition

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

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


($ in thousands)	Cost		Percentage of Total Portfolio		Fair Value		Percentage of Total Portfolio		Percentage of Total Net Assets
September 30, 2022:
Senior debt and 1st lien notes	$	829,227	73	%	$	797,135	72	%	130	%
Subordinated debt and 2nd lien notes	124,959		11		120,799		11		20
Structured products	29,444		3		26,876		2		5
Equity shares	88,180		8		106,199		10		17
Equity warrants	70		—		28		—		—
Investments in joint ventures	60,922		5		54,914		5		9

	$	1,132,802	100	%	$	1,105,951	100	%	181	%


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

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

During the three months ended September 30, 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 million, made investments in existing portfolio companies totaling $86.2 million and made additional investments in joint venture equity portfolio companies totaling $10.8 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.

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)

Industry Composition

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


($ in thousands)	September 30, 2022				December 31, 2021
Aerospace and Defense	$	57,327	5.2	%	$	48,271	5.6	%
Automotive	4,439		0.4		11,826		1.4
Banking, Finance, Insurance and Real Estate	128,124		11.6		99,003		11.5
Beverage, Food and Tobacco	38,590		3.5		42,795		4.9
Capital Equipment	28,679		2.6		17,630		2.0
Chemicals, Plastics, and Rubber	26,997		2.4		19,202		2.2
Construction and Building	8,909		0.8		9,073		1.1
Consumer Goods: Durable	22,869		2.0		12,478		1.4
Consumer Goods: Non-durable	8,805		0.8		9,207		1.1
Containers, Packaging and Glass	22,930		2.1		8,150		0.9


Energy: Oil and Gas	2,742		0.2		3,146		0.4
Environmental Industries	28,886		2.6		7,906		0.9
Healthcare and Pharmaceuticals	86,174		7.8		53,681		6.2
High Tech Industries	124,691		11.3		63,862		7.4
Hotel, Gaming and Leisure	22,135		2.0		24,216		2.8
Investment Funds and Vehicles	56,195		5.1		61,253		7.1
Media: Advertising, Printing and Publishing	17,988		1.6		8,860		1.0
Media: Broadcasting and Subscription	6,446		0.6		5,312		0.6
Media: Diversified and Production	19,463		1.8		14,157		1.6
Metals and Mining	9,900		0.9		—		—

Services: Business	217,581		19.7		194,120		22.4
Services: Consumer	60,020		5.4		53,624		6.2
Structured Products	14,344		1.3		21,144		2.4
Telecommunications	15,148		1.4		11,965		1.4
Transportation: Cargo	57,919		5.2		59,400		6.9
Transportation: Consumer	13,437		1.2		4,164		0.5
Utilities: Electric	5,213		0.5		697		0.1


Total	$	1,105,951	100.0	%	$	865,142	100.0	%

Banff Partners LP

On February 18, 2021, the Company established a joint venture, Banff Partners LP ("Banff"), with a controlled affiliate of Alberta Investment Management Corporation to invest in senior secured, middle-market, private debt investments, syndicated senior secured loans and structured product investments. During the nine months ended September 30, 2022, the Company contributed $2.0 million of capital and held a 10.0% partnership interest in Banff. As of September 30, 2022, the cost and fair value of the Company's investment in Banff was $14.6 million and $15.5 million, respectively.

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)

The total value of Banff’s investment portfolio was $153.3 million as of September 30, 2022, as compared to $132.2 million as of December 31, 2021. As of September 30, 2022, Banff’s investments had an aggregate cost of $167.9 million, as compared to $133.7 million as of December 31, 2021. As of September 30, 2022 and December 31, 2021, the Banff investment portfolio consisted of the following investments:


($ in thousands)	Cost		Percentage of Total Portfolio		Fair Value		Percentage of Total Portfolio
September 30, 2022:
Senior debt and 1st lien notes	$	163,974	98	%	$	149,335	97	%
Subordinated debt and 2nd lien notes	3,902		2		3,946		3





	$	167,876	100	%	$	153,281	100	%
December 31, 2021:
Senior debt and 1st lien notes	$	129,777	97	%	$	128,231	97	%
Subordinated debt and 2nd lien notes	3,894		3	%	4,000		3	%





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

As of September 30, 2022 and December 31, 2021, the weighted average yield on the principal amount of Banff’s outstanding debt investments was approximately 7.6% and 6.7%, respectively.

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


($ in thousands)	September 30, 2022				December 31, 2021
Aerospace and Defense	$	14,445	9.4	%	$	15,346	11.6	%

Banking, Finance, Insurance and Real Estate	20,270		13.3		23,178		17.5
Beverage, Food and Tobacco	5,393		3.5		6,114		4.6

Chemicals, Plastics, and Rubber	1,269		0.8		—		—
Construction and Building	1,472		1.0		—		—
Consumer Goods: Durable	1,959		1.3		—		—
Consumer Goods: Non-durable	5,567		3.6		6,422		4.9
Containers, Packaging and Glass	6,016		3.9		5,705		4.3




Healthcare and Pharmaceuticals	16,255		10.7		15,760		11.9
High Tech Industries	17,114		11.1		17,511		13.2


Media: Advertising, Printing and Publishing	2,074		1.3		3,474		2.6

Media: Diversified and Production	—		—		2,498		1.9


Services: Business	38,166		24.9		21,776		16.5
Services: Consumer	11,483		7.5		9,773		7.4

Telecommunications	2,812		1.8		3,386		2.6
Transportation: Cargo	8,986		5.9		1,288		1.0




Total	$	153,281	100	%	$	132,231	100	%

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)

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


($ in thousands)	September 30, 2022				December 31, 2021
Australia	$	4,143	2.7	%	$	6,426	4.9	%
Belgium	5,393		3.5		6,114		4.6
Canada	2,479		1.6		2,729		2.1
France	31,877		20.8		31,521		23.9
Germany	6,454		4.2		3,075		2.3
Hong Kong	6,744		4.4		—		—
Netherlands	8,087		5.3		8,080		6.1
New Zealand	2,202		1.4		—		—
Singapore	3,924		2.6		—		—
United Kingdom	26,696		17.4		28,496		21.5
USA	55,282		36.1		45,790		34.6
Total	$	153,281	100.0	%	$	132,231	100	%

The Company may sell portions of its investments via assignment to Banff. Since inception, as of both September 30, 2022 and December 31, 2021, 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. As of September 30, 2022, the Company had $19.8 million in unsettled receivables due from Banff that were included in "Receivable from unsettled 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:

•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. As of September 30, 2022, aggregate commitments to Thompson Rivers by the Company and the other members under the current operating agreement total $450.0 million, all of which has been funded.

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)

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, Thompson Rivers had $1.2 billion in Ginnie Mae early buyout loans and $203.5 million in cash. As of December 31, 2021, Thompson Rivers had $3.1 billion in Ginnie Mae early buyout loans and $220.6 million in cash. As of September 30, 2022, Thompson Rivers had 6,913 outstanding loans with an average unpaid balance of $0.2 million and weighted average coupon of 4.0%. As of December 31, 2021, Thompson Rivers had 15,617 outstanding loans with an average unpaid balance of $0.2 million and weighted average coupon of 4.0%.

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


($ in thousands)	Cost		Percentage of Total Portfolio		Fair Value		Percentage of Total Portfolio
September 30, 2022:
Federal Housing Administration (“FHA”) loans	$	1,119,118	91	%	$	1,046,632	91	%
Veterans Affairs (“VA”) loans	112,609		9		105,378		9
	$	1,231,727	100	%	$	1,152,010	100	%
December 31, 2021:
Federal Housing Administration (“FHA”) loans	$	2,799,869	93		$	2,839,495	93
Veterans Affairs (“VA”) loans	224,660		7		223,540		7
	$	3,024,529	100	%	$	3,063,035	100	%

Thompson Rivers’ repurchase agreement with JPMorgan Chase Bank, which is non-recourse to the Company, had approximately $284.8 million and $694.8 million outstanding as of September 30, 2022 and December 31, 2021, respectively. Thompson Rivers’ repurchase agreement with Bank of America N.A., which is non-recourse to the Company, had approximately $546.3 million and $1,245.2 million outstanding as of September 30, 2022 and December 31, 2021, respectively. Thompson Rivers’ repurchase agreement with Barclays Bank, which is non-recourse to the Company, had approximately $241.5 million and $933.1 million outstanding as of September 30, 2022 and December 31, 2021, respectively.

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

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)

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


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

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

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

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

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

Waccamaw River LLC

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

For the three and nine months ended September 30, 2022, Waccamaw River declared $2.7 million and $6.6 million in dividends, respectively, of which $0.5 million and $1.3 million, respectively, was recognized as dividend income in the Company’s Unaudited Consolidated Statement of Operations.

As of September 30, 2022, Waccamaw River had $169.1 million in unsecured consumer loans and $11.5 million in cash. As of December 31, 2021, Waccamaw River had $60.8 million in unsecured consumer loans and $4.9 million in cash. As of September 30, 2022, Waccamaw River had 15,017 outstanding loans with an average loan size of $11,649, remaining average life to maturity of 44.7 months and weighted average interest rate of 11.6%. As of December 31, 2021, Waccamaw River had 5,500 outstanding loans with an average loan size of $11,280, remaining average life to maturity of 46.5 months and weighted average interest rate of 10.9%.

Waccamaw River's secured loan borrowing with JPMorgan Chase Bank, N.A., which is non-recourse to the Company, had approximately $56.7 million in principal amount outstanding as of September 30, 2022. Waccamaw River's secured loan borrowing with Barclays Bank PLC., which is non-recourse to the Company, had approximately $24.1 million in principal amount outstanding as of September 30, 2022.

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

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)

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


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

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

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

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

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

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

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

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

Eclipse Business Capital Holdings LLC

On July 8, 2021, the Company made an equity investment in Eclipse Business Capital Holdings LLC (“Eclipse”) of $44.4 million, a second lien senior secured loan of $2.2 million and unfunded revolver of $6.7 million, alongside other related party affiliates. As of September 30, 2022 and December 31, 2021, $3.1 million and $0.9 million, respectively, of the revolver was funded. Eclipse conducts its business through Eclipse Business Capital LLC. Eclipse is one of the country’s leading independent asset-based lending (“ABL”) platforms that provides financing to middle-market borrowers in the U.S. and Canada. Eclipse provides revolving lines of credit and term loans ranging in size from $10 – $125 million that are secured by collateral such as accounts receivable, inventory, equipment, or real estate. Eclipse lends to both privately-owned and publicly-traded companies across a range of industries, including manufacturing, retail, automotive, oil & gas, services, distribution, and consumer products. The addition of Eclipse to the portfolio allows the Company to participate in an asset class and commercial finance operations that offer differentiated income returns as compared to directly originated loans. Eclipse is led by a seasoned team of ABL experts.

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

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 have been approved by the Board.

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

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

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

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)

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

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

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

The Company’s investment portfolio includes certain debt and equity instruments of privately held companies for which quoted prices or other observable inputs falling within the categories of Level 1 and Level 2 are generally not available. In such cases, the 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's pricing committee.

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

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

Independent Valuation

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' 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 Techniques

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.

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, 2022 and December 31, 2021. The weighted average range of unobservable inputs is based on fair value of investments.

September 30, 2022

($ in thousands)

Fair Value

Valuation
Model

Level 3
Input

Range of
Inputs

Weighted
Average

Impact to Valuation from an Increase in Input

Senior debt and 1st lien notes(1)

613,783

Yield Analysis

Market Yield

6.9% – 19.8%

10.5%

Decrease

16,142

Discounted Cash Flow Analysis

Discount Rate

9.5% – 12.9%

11.6%

Decrease

108,292

Recent Transaction

Transaction Price

96.8% – 98.5%

97.9%

Increase

Subordinated debt and 2nd lien notes(2)

85,862

Yield Analysis

Market Yield

8.6% – 16.6%

12.1%

Decrease

4,404

Recent Transaction

Transaction Price

96.0% – 100.0%

98.0%

Increase

Structured products(3)

8,548

Discounted Cash Flow Analysis

Discount Rate

9.3%

Decrease

Equity shares(4)

81,729

Market Approach

Adjusted EBITDA Multiple

6.5x – 43.0x

10.6x

Increase

9,103

Market Approach

Revenue Multiple

6.3x – 29.8x

16.1x

Increase

11,485

Recent Transaction

Transaction Price

$0.00 – $1,000

$648.79

Increase

Warrants

—

Market Approach

Adjusted EBITDA Multiple

7.0x – 18.5x

N/A

Increase

(1) Excludes investments with an aggregate fair value amounting to $9,184, 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, 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, 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.

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)

December 31, 2021

($ in thousands)

Fair Value

Valuation
Model

Level 3
Input

Range of
Inputs

Weighted
Average

Impact to Valuation from an Increase in Input

Senior debt and 1st lien notes(1)

320,216

Yield Analysis

Market Yield

5.2% – 16.2%

7.4%

Decrease

243,352

Recent Transaction

Transaction Price

97.0% – 99.0%

97.8%

Increase

Subordinated debt and 2nd lien notes(2)

39,802

Yield Analysis

Market Yield

5.3% – 9.9%

9.1%

Decrease

19,049

Recent Transaction

Transaction Price

97.0% – 98.3%

98.0%

Increase

Equity shares(3)

51,487

Market Approach

Adjusted EBITDA Multiple

6.5x – 54.0x

15.3x

Increase

2,893

Recent Transaction

Transaction Price

$1 – $1000

$119

Increase

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

(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, 2022 and December 31, 2021, categorized by the ASC Topic 820 valuation hierarchy, as previously described:


	Fair Value as of September 30, 2022
($ in thousands)	Level 1		Level 2		Level 3		Total
Senior debt and 1st lien notes	$	—	$	49,734	$	747,401	$	797,135
Subordinated debt and 2nd lien notes	—		9,209		111,590		120,799
Structured products	—		14,404		12,472		26,876
Equity shares	85		1,055		105,059		106,199
Equity warrants	—		28		—		28

Investments subject to leveling	$	85	$	74,430	$	976,522	$	1,051,037
Investments in joint ventures(1)							54,914
							$	1,105,951

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


	Fair Value as of December 31, 2021
($ in thousands)	Level 1		Level 2		Level 3		Total
Senior debt and 1st lien notes	$	—	$	36,639	$	584,289	$	620,928
Subordinated debt and 2nd lien notes	—		15,471		76,826		92,297
Structured products	—		30,900		—		30,900
Equity shares	19		2,056		57,526		59,601
Equity warrants	—		163		—		163

Investments subject to leveling	$	19	$	85,229	$	718,641	$	803,889
Investment in joint ventures (1)							$	61,253
							$	865,142

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

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)

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


Nine Months Ended September 30, 2022: ($ in thousands)	Senior Debt and 1st Lien Notes		Subordinated Debt and 2nd Lien Notes		Structured Products		Equity Shares		Warrants		Total
Fair value, beginning of period	$	584,289	$	76,826	$	—	$	57,526	$	—	$	718,641
New investments	320,987		36,774		4,520		26,701		2		388,984
Transfers into (out of) Level 3	(5,087)		5,879		9,811		3,518		—		14,121
Proceeds from sales of investments	(74,425)		(2,958)		—		—		—		(77,383)
Loan origination fees received	(7,086)		(698)		—		—		—		(7,784)
Principal repayments received	(42,729)		(449)		(714)		—		—		(43,892)
Payment in kind interest/dividends	1,039		931		—		99		—		2,069
Accretion of loan premium/discount	141		81		—		—		—		222
Accretion of deferred loan origination revenue	2,860		154		—		—		—		3,014
Realized loss	(4,189)		7		—		—		—		(4,182)
Unrealized appreciation (depreciation)	(28,399)		(4,957)		(1,145)		17,215		(2)		(17,288)
Fair value, end of period	$	747,401	$	111,590	$	12,472	$	105,059	$	—	$	976,522


Nine Months Ended September 30, 2021: ($ in thousands)	Senior Debt and 1st Lien Notes		Subordinated Debt and 2nd Lien Notes		Equity Shares		Total
Fair value, beginning of period	$	125,325	$	1,236	$	122	$	126,683
New investments	432,079		61,046		47,880		541,005
Transfers into Level 3	—		—		2,884		2,884
Proceeds from sales of investments	(128,966)		(3,889)		—		(132,855)
Loan origination fees received	(10,473)		(1,516)		—		(11,989)
Principal repayments received	(7,217)		(742)		—		(7,959)
Payment in kind interest	426		—		—		426
Accretion of loan premium/discount	20		41		—		61
Accretion of deferred loan origination revenue	936		40		—		976
Realized gain (loss)	839		(4)		—		835
Unrealized appreciation (depreciation)	(2,750)		873		619		(1,258)
Fair value, end of period	$	410,219	$	57,085	$	51,505	$	518,809

All realized gains and losses and unrealized appreciation and depreciation are included in earnings (changes in net assets) and are reported on separate line items within the Company’s Unaudited Consolidated Statement of Operations. Pre-tax net unrealized depreciation on Level 3 investments of $19.8 million during the nine months ended September 30, 2022, were related to portfolio company investments that were still held by the Company as of September 30, 2022. Pre-tax net unrealized depreciation on Level 3 investments of $0.5 million during the nine months ended September 30, 2021 were related to portfolio company investments that were still held by the Company as of September 30, 2021.

Exclusive of short-term investments, during the nine months ended September 30, 2022, the Company made investments of approximately $399.7 million in portfolio companies to which it was not previously contractually committed to provide such financing. During the nine months ended September 30, 2022, the Company made investments of $41.7 million in portfolio companies to which it was previously committed to provide such financing.

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)

Exclusive of short-term investments, during the nine months ended September 30, 2021, the Company made investments of approximately $610.1 million in portfolio companies to which it was not previously contractually committed to provide such financing. During the nine months ended September 30, 2021, the Company made investments of $8.1 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 September 30, 2022, the Company does not “Control” any of its portfolio companies for the purposes of the 1940 Act. Under the 1940 Act, the Company is deemed to be an Affiliated Person of a company in which the Company has invested if it owns at least 5.0%, but no more than 25.0%, of the outstanding voting securities of such company.

Short-Term Investments

Short-term investments represent investments in money market funds.

Investment Income

Interest income, including amortization of premium and accretion of discount, is recorded on the accrual basis to the extent that such amounts are expected to be collected. Generally, when interest and/or principal payments on a loan become past due, or if the Company otherwise does not expect the borrower to be able to service its debt and other obligations, the Company will place the loan on non-accrual status and will generally cease recognizing interest income on that loan for financial reporting purposes until all principal and interest have been brought current through payment or due to a restructuring such that the interest income is deemed to be collectible. The Company writes off any previously accrued and uncollected interest when it is determined that interest is no longer considered collectible. As of September 30, 2022, the Company had no non-accrual assets. 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 PIK interest provisions. PIK interest, computed at the contractual rate specified in each loan agreement, is periodically added to the principal balance of the loan, rather than being paid to the Company in cash, and is recorded as interest income. Thus, the actual collection of PIK interest may be deferred until the time of debt principal repayment.

PIK interest, which is a non-cash source of income at the time of recognition, is included in the Company’s taxable income and therefore affects the amount the Company is required to distribute to its stockholders to maintain its tax treatment as a RIC for federal income tax purposes, even though the Company has not yet collected the cash. Generally, when current

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, 2022 and 2021 was as follows:


	Three Months Ended		Three Months Ended		Nine Months Ended		Nine Months Ended
($ in thousands)	September 30, 2022		September 30, 2021		September 30, 2022		September 30, 2021
Recurring Fee Income:
Amortization of loan origination fees	$	845	$	386	$	2,333	$	913
Management, valuation and other fees	304		143		848		324
Total Recurring Fee Income	1,149		529		3,181		1,237
Non-Recurring Fee Income:
Prepayment fees	—		10		108		10
Acceleration of unamortized loan origination fees	538		108		804		152
Advisory, loan amendment and other fees	133		212		472		226
Total Non-Recurring Fee Income	671		330		1,384		388
Total Fee Income	$	1,820	$	859	$	4,565	$	1,625

Offering Costs

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

Other General and Administrative Expenses

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

Concentration of Credit Risk

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

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

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

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)

Investments Denominated in Foreign Currency

As of September 30, 2022 the Company held 11 investments that were denominated in Australian dollars, one investment that was 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, 44 investments that were denominated in Euros, one investment that was denominated in Swiss francs and 22 investments that were denominated in British pounds sterling. As of December 31, 2021, the Company held six investments that were denominated in Australian dollars, one investment that was denominated in Canadian dollars, one investment that was denominated in Danish kroner, 28 investments that were denominated in Euros and 15 investments that were denominated in British pounds sterling.

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

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

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

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

4. INCOME TAXES

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

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

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

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

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)

classification of net assets as a result of permanent book-to-tax differences, which include differences in the book and tax basis 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, net unrealized appreciation on the Company's investments (tax basis) was approximately $2.7 million, consisting of gross 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" in the Company’s Unaudited and Audited Consolidated Balance Sheet. As of September 30, 2022, the Company recorded a net deferred tax liability of $0.2 million pertaining to tax basis differences in the Taxable Subsidiary's investment in certain partnership interests.

5. BORROWINGS

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


Issuance Date ($ in thousands)	Maturity Date	Interest Rate as of September 30, 2022	September 30, 2022		December 31, 2021
Subscription Facility:
September 21, 2020	NA	NA	$	—	$	67,954
Total Subscription Facility			$	—	$	67,954
Credit Facility:
January 15, 2021	April 30, 2026	4.923%	$	572,805	$	390,155
Total Credit Facility			$	572,805	$	390,155
Notes:
February 22, 2022	February 22, 2027	4.750%	$	100,000	$	—
(Less: Deferred financing fees)			$	(301)	$	—
Total Notes			$	99,699	$	—

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 190.9% as of September 30, 2022.

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.

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.

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 benchmark provisions. Subsequent to quarter-end, 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, 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, the Company had U.S. dollar borrowings of $470.0 million under the ING Credit Facility with an 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%) and borrowings denominated in Australian Dollars of A$5.5 million ($3.5 million U.S. dollars)

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)

with an interest rate of 4.713% (one month AUD Screen Rate of 2.563%). The borrowings denominated in foreign currencies were translated into U.S. dollars based on the spot rate at the relevant balance sheet date. The impact resulting from changes in foreign exchange rates on the ING Credit Facility borrowings is included in “unrealized appreciation (depreciation) - foreign currency transactions” in the Company’s Unaudited Consolidated Statement of Operations.

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

As of September 30, 2022, the fair value of the borrowings outstanding under the ING Credit Facility was $572.8 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, 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

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, the fair value of the February 2027 Notes was $84.5 million. The fair value determinations of the February 2027 Notes were based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.

6. DERIVATIVE INSTRUMENTS

The Company enters into forward currency contracts from time to time to primarily help mitigate the impact that an adverse change in foreign exchange rates would have on net interest income from the Company’s investments and related borrowings denominated in foreign currencies. Forward currency contracts are considered undesignated derivative instruments.

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

As of September 30, 2022

Description

($ in thousands)

Notional Amount to be Purchased

Notional Amount to be Sold

Maturity Date

Gross Amount of Recognized Assets (Liabilities)

Balance Sheet Location of Net Amounts

Foreign currency forward contract (AUD)

A$40,975

$26,578

10/06/22

(222)

Derivative liability

Foreign currency forward contract (AUD)

$658

A$923

10/06/22

Derivative asset

Foreign currency forward contract (AUD)

$27,704

A$40,052

10/06/22

1,942

Derivative asset

Foreign currency forward contract (AUD)

$26,835

A$41,294

01/09/23

224

Derivative asset

Foreign currency forward contract (CAD)

C$2,780

$2,029

10/06/22

(7)

Derivative liability

Foreign currency forward contract (CAD)

C$3,000

$2,248

10/06/22

(66)

Derivative liability

Foreign currency forward contract (CAD)

$4,496

C$5,780

10/06/22

293

Derivative asset

Foreign currency forward contract (CAD)

$2,055

C$2,813

01/09/23

Derivative asset

Foreign currency forward contract (DKK)

3,683kr.

$485

10/06/22

(1)

Derivative Liability

Foreign currency forward contract (DKK)

$14

98kr.

10/06/22

Derivative asset

Foreign currency forward contract (DKK)

$511

3,585kr.

10/06/22

Derivative asset

Foreign currency forward contract (DKK)

$494

3,720kr.

01/09/23

Derivative asset

Foreign currency forward contract (EUR)

€72,429

$70,937

10/06/22

(81)

Derivative liability

Foreign currency forward contract (EUR)

$7,136

€6,950

10/06/22

337

Derivative asset

Foreign currency forward contract (EUR)

$69,273

€65,479

10/06/22

5,216

Derivative asset

Foreign currency forward contract (EUR)

$74,792

€75,782

01/09/23

Derivative asset

Foreign currency forward contract (GBP)

£15,845

$17,542

10/06/22

Derivative asset

Foreign currency forward contract (GBP)

$7,615

£6,650

10/06/22

213

Derivative asset

Foreign currency forward contract (GBP)

$11,234

£9,195

10/06/22

999

Derivative asset

Foreign currency forward contract (GBP)

$17,984

£16,224

01/09/23

(99)

Derivative liability

Foreign currency forward contract (NZD)

NZ$11,678

$6,663

10/06/22

(77)

Derivative liability

Foreign currency forward contract (NZD)

$4,482

NZ$7,178

10/06/22

434

Derivative asset

Foreign currency forward contract (NZD)

$2,800

NZ$4,500

10/06/22

262

Derivative asset

Foreign currency forward contract (NZD)

$6,701

NZ$11,738

01/09/23

Derivative asset

Foreign currency forward contract (NOK)

kr20,013

$1,880

10/06/22

(41)

Derivative liability

Foreign currency forward contract (NOK)

$2,045

kr20,013

10/06/22

205

Derivative asset

Foreign currency forward contract (NOK)

$1,767

kr18,890

01/09/23

Derivative asset

Foreign currency forward contract (CHF)

200Fr.

$204

10/03/22

(1)

Derivative liability

Foreign currency forward contract (CHF)

1,220Fr.

$1,247

10/06/22

(7)

Derivative liability

Foreign currency forward contract (CHF)

$21

20Fr.

10/06/22

—

Derivative asset

Foreign currency forward contract (CHF)

$1,263

1,200Fr.

10/06/22

Derivative asset

Foreign currency forward contract (CHF)

$206

200Fr.

01/09/23

Derivative asset

Foreign currency forward contract (CHF)

$1,262

1,223Fr.

01/09/23

Derivative asset

Total

9,955

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)

As of December 31, 2021

Description

($ in thousands)

Notional Amount to be Purchased

Notional Amount to be Sold

Maturity Date

Gross Amount of Recognized Assets (Liabilities)

Balance Sheet Location of Net Amounts

Foreign currency forward contract (AUD)

A$12,250

$8,906

01/06/22

(1)

Derivative liability

Foreign currency forward contract (AUD)

$8,834

A$12,250

01/06/22

(71)

Derivative liability

Foreign currency forward contract (AUD)

$5,503

A$7,659

04/08/22

(66)

Derivative liability

Foreign currency forward contract (CAD)

C$5,580

$4,366

01/06/22

Derivative asset

Foreign currency forward contract (CAD)

$4,373

C$5,580

01/06/22

(36)

Derivative liability

Foreign currency forward contract (CAD)

$270

C$349

04/08/22

(6)

Derivative liability

Foreign currency forward contract (CAD)

$4,439

C$5,675

04/08/22

(44)

Derivative liability

Foreign currency forward contract (DKK)

3,526kr.

$537

01/06/22

Derivative asset

Foreign currency forward contract (DKK)

$551

3,526kr.

01/06/22

Derivative asset

Foreign currency forward contract (DKK)

$531

3,481kr.

04/08/22

(2)

Derivative liability

Foreign currency forward contract (EUR)

€20,807

$23,557

01/06/22

119

Derivative asset

Foreign currency forward contract (EUR)

$5,181

€4,500

01/06/22

Derivative asset

Foreign currency forward contract (EUR)

$18,704

€16,307

01/06/22

149

Derivative asset

Foreign currency forward contract (EUR)

$10,436

€9,200

04/08/22

(54)

Derivative liability

Foreign currency forward contract (EUR)

$25,362

€22,357

04/08/22

(129)

Derivative liability

Foreign currency forward contract (GBP)

£8,566

$11,504

01/06/22

Derivative asset

Foreign currency forward contract (GBP)

$11,472

£8,566

01/06/22

(128)

Derivative liability

Foreign currency forward contract (GBP)

£4,068

$5,418

04/08/22

Derivative asset

Total

As of September 30, 2022 and December 31, 2021, the total fair value of the Company's foreign currency forward contracts was $10.0 million and $33,665, respectively. The fair values of the Company’s foreign currency forward contracts are based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.

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, 2022 and 2021 are shown in the following table:


	Three Months Ended		Three Months Ended		Nine Months Ended		Nine Months Ended
($ in thousands)	September 30, 2022		September 30, 2021		September 30, 2022		September 30, 2021
Forward currency contracts	$	6,264	$	64	$	6,448	$	(73)

Net unrealized appreciation or depreciation on forward 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, 2022 and 2021 are shown in the following table:


	Three Months Ended		Three Months Ended		Nine Months Ended		Nine Months Ended
($ in thousands)	September 30, 2022		September 30, 2021		September 30, 2022		September 30, 2021
Forward currency contracts	$	3,249	$	(11)	$	9,921	$	199

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)

7. COMMITMENTS AND CONTINGENCIES

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

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

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


Portfolio Company ($ in thousands)	Investment Type	September 30, 2022		December 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)	Revolver	922		—
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 Loan	909		909
Amtech LLC(1)	Revolver	182		227
AnalytiChem Holding GmbH(1)(2)(3)	Delayed Draw Term Loan	—		2,582
AnalytiChem Holding GmbH(1)(2)(3)	Incremental Term Loan	401		—
AnalytiChem Holding GmbH(1)(2)(3)	Bridge Revolver	157		—
APC1 Holding(1)(2)(3)	Delayed Draw Term Loan	490		—
Aquavista Watersides 2 LTD(1)(2)(4)	Bridge Revolver	—		151
Aquavista Watersides 2 LTD(1)(2)(4)	Capex / Acquisition Facility	776		941
Arc Education(1)(3)	Delayed Draw Term Loan	1,744		—
Argus Bidco Limited(1)(2)(4)	CAF Term Loan	366		—
Argus Bidco Limited(1)(2)(4)	Bridge Term Loan	78		—
ASC Communications, LLC(1)(2)	Revolver	658		—
Astra Bidco Limited(1)(2)(4)	Delayed Draw Term Loan	634		769
Avance Clinical Bidco Pty Ltd(1)(5)	Delayed Draw Term Loan	925		1,046
Azalea Buyer, Inc.(1)(2)	Delayed Draw Term Loan	641		641
Azalea Buyer, Inc.(1)(2)	Revolver	321		321
Bariacum S.A(1)(2)(3)	Acquisition Facility	588		682
Beyond Risk Management, Inc.(1)(2)	Delayed Draw Term Loan	2,423		2,573
BigHand UK Bidco Limited(1)(2)(4)	Acquisition Facility	—		99
Bounteous, Inc.(1)(2)	Delayed Draw Term Loan	2,580		2,580
Brightpay Limited(1)(2)(3)	Delayed Draw Term Loan	167		389
Brightpay Limited(1)(2)(3)	Delayed Draw Term Loan	112		130
BrightSign LLC(1)(2)	Revolver	715		715
British Engineering Services Holdco Limited(1)(2)(4)	Bridge Revolver	—		86
CAi Software, LLC(1)	Revolver	707		707
Canadian Orthodontic Partners Corp.(1)(2)(6)	Delayed Draw Term Loan	105		160
Ceres Pharma NV(1)(3)	Delayed Draw Term Loan	858		996
CGI Parent, LLC(1)(2)	Revolver	1,653		—
Coastal Marina Holdings, LLC(1)(2)	PIK Tranche B Term Loan	656		656

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)


Portfolio Company ($ in thousands)	Investment Type	September 30, 2022	December 31, 2021
Coastal Marina Holdings, LLC(1)(2)	Tranche A Term Loan	1,788	1,788
Comply365, LLC(1)(2)	Revolver	555	—
Coyo Uprising GmbH(1)(2)(3)	Delayed Draw Term Loan	927	1,076
Crash Champions, LLC(1)	Delayed Draw Term Loan	—	2,712
CSL DualCom(1)(2)(4)	Acquisition Term Loan	1,024	1,242
DecksDirect, LLC(1)(2)	Revolver	218	218
Dune Group(1)(2)(3)	Delayed Draw Term Loan	900	1,044
Dwyer Instruments, Inc.(1)(2)	Delayed Draw Term Loan	1,845	1,094
Eclipse Business Capital, LLC(1)(2)	Revolver	8,175	5,840
EMI Porta Holdco LLC(1)(2)	Delayed Draw Term Loan	3,774	5,339
EMI Porta Holdco LLC(1)(2)	Revolver	885	1,271
EPS NASS Parent, Inc.(1)(2)	Delayed Draw Term Loan	187	425
eShipping, LLC(1)(2)	Delayed Draw Term Loan	1,923	1,923
eShipping, LLC(1)(2)	Revolver	1,122	930
Events Software BidCo Pty Ltd(1)	Delayed Draw Term Loan	640	—
Express Wash Acquisition Company, LLC(1)	Delayed Draw Term Loan	391	—
Fineline Technologies, Inc.(1)(2)	Delayed Draw Term Loan	240	240
Footco 40 Limited(1)(2)(4)	Delayed Draw Term Loan	711	—
FragilePak LLC(1)(2)	Delayed Draw Term Loan	3,779	3,779
Global Academic Group Limited(1)(7)	Term Loan	269	—
GPZN II GmbH(1)(2)(3)	CAF Term Loan	514	—
Greenhill II BV(1)(2)(3)	Capex Acquisition Facility	234	—
HeartHealth Bidco Pty Ltd(1)(2)(5)	Delayed Draw Term Loan	297	—
Heartland Veterinary Partners, LLC(1)(2)	Delayed Draw Term Loan	95	235
HTI Technology & Industries(1)(2)	Delayed Draw Term Loan	1,023	—
HTI Technology & Industries(1)(2)	Revolver	682	—
IGL Holdings III Corp.(1)	Delayed Draw Term Loan	—	360
Innovad Group II BV(1)(2)(3)	Delayed Draw Term Loan	765	1,206
INOS 19-090 GmbH(1)(2)(3)	Acquisition Facility	756	878
Interstellar Group B.V.(1)(2)(3)	Delayed Draw Term Loan	1,203	—
Interstellar Group B.V.(1)(2)(3)	Delayed Draw Term Loan	109	—
ITI Intermodal, Inc.(1)(2)	Delayed Draw Term Loan	103	103
ITI Intermodal, Inc.(1)(2)	Revolver	118	124
Jaguar Merger Sub Inc.(1)(2)	Delayed Draw Term Loan	3,763	1,961
Jaguar Merger Sub Inc.(1)(2)	Revolver	490	490
Jon Bidco Limited(1)(2)(7)	Capex & Acquisition Facility	383	—
Jones Fish Hatcheries & Distributors LLC(1)(2)	Revolver	418	—
Kano Laboratories LLC(1)(2)	Delayed Draw Term Loan	1,574	1,903
Kano Laboratories LLC(1)(2)	Delayed Draw Term Loan	1,203	1,574
Lambir Bidco Limited(1)(2)(3)	Bridge Revolver	—	666
Lambir Bidco Limited(1)(2)(3)	Delayed Draw Term Loan	1,147	1,332
LeadsOnline, LLC(1)(2)	Revolver	1,952	—
LivTech Purchaser, Inc.(1)(2)	Delayed Draw Term Loan	130	316
Marmoutier Holding B.V.(1)(3)	Delayed Draw Term Loan	22	405
Marmoutier Holding B.V.(1)(3)	Revolver	139	162
Marshall Excelsior Co.(1)(2)	Revolver	250	—
MC Group Ventures Corporation(1)(2)	Delayed Draw Term Loan	861	861

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)


Portfolio Company ($ in thousands)	Investment Type	September 30, 2022	December 31, 2021
Mercell Holding AS(1)(2)(8)	Bridge Term Loan	127	—
Mercell Holding AS(1)(2)(8)	Capex Acquisition Facility	425	—
Modern Star Holdings Bidco Pty Limited(1)(2)(5)	Capex Term Loan	318	360
Murphy Midco Limited(1)(2)(4)	Delayed Draw Term Loan	747	906
Narda Acquisitionco., Inc.(1)(2)	Revolver	649	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 Facility	751	989
Novotech Aus Bidco Pty Ltd(1)(2)	Capex & Acquisition Facility	1,042	—
NPM Investments 28 BV(1)(3)	Delayed Draw Term Loan	425	—
OA Buyer, Inc.(1)(2)	Revolver	1,331	1,331
OAC Holdings I Corp(1)(2)	Revolver	401	—
OG III B.V.(1)(2)(3)	Acquisition CapEx Facility	—	1,087
Omni Intermediate Holdings, LLC(1)(2)	Delayed Draw Term Loan	—	683
Omni Intermediate Holdings, LLC(1)(2)	Delayed Draw Term Loan	2,505	3,643
OSP Hamilton Purchaser, LLC(1)(2)	Revolver	187	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 A	55	—
Perimeter Master Note Business Trust (1)(2)	Series 2022-One Class B	55	—
Perimeter Master Note Business Trust (1)(2)	Series 2022-One Class C	55	—
Perimeter Master Note Business Trust (1)(2)	Series 2022-One Class D	55	—
Perimeter Master Note Business Trust (1)(2)	Series 2022-One Class E	2,794	—
Polara Enterprises, L.L.C.(1)(2)	Revolver	273	273
Policy Services Company, LLC(1)(2)	Delayed Draw Term Loan	—	2,632
Premium Invest(1)(2)(3)	Delayed Draw Term Loan	3,331	834
ProfitOptics, LLC(1)(2)	Revolver	194	—
Protego Bidco B.V.(1)(2)(3)	Delayed Draw Term Loan	193	224
PSP Intermediate 4, LLC(1)(2)(3)	Delayed Draw Term Loan	667	—
QPE7 SPV1 BidCo Pty Ltd(1)(2)(5)	Acquisition Term loan	—	461
Questel Unite(1)(3)	Incremental Term Loan	2,536	2,944
Rep Seko Merger Sub LLC(1)(2)	Delayed Draw Term Loan	465	727
Reward Gateway (UK) Ltd(1)(2)(4)	Acquisition Facility	682	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 Loan	1,104	—
Royal Buyer, LLC(1)(2)	Revolver	670	—
Safety Products Holdings, LLC(1)(2)	Delayed Draw Term Loan	2,451	2,594
Sanoptis S.A.R.L.(1)(2)(3)	Acquisition Capex Facility	2,147	—
Scaled Agile, Inc.(1)	Delayed Draw Term Loan	416	416
Scaled Agile, Inc.(1)	Revolver	336	336
Scout Bidco B.V.(1)(2)(3)	Delayed Draw Term Loan	1,042	—
Scout Bidco B.V.(1)(2)(3)	Revolver	473	—
Sereni Capital NV(1)(3)	Term Loan	220	—
Smartling, Inc.(1)(2)	Delayed Draw Term Loan	1,176	1,177
Smartling, Inc.(1)(2)	Revolver	588	588
SSCP Pegasus Midco Limited(1)(2)(4)	Delayed Draw Term Loan	1,562	1,895

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)


Portfolio Company ($ in thousands)	Investment Type	September 30, 2022		December 31, 2021
Superjet Buyer, LLC(1)	Revolver	1,460		1,460
Syntax Systems Ltd(1)(2)	Delayed Draw Term Loan	1,142		1,142
Syntax Systems Ltd(1)(2)	Revolver	199		336
Tank Holding Corp(1)	Revolver	655		—
Techone B.V.(1)(2)(3)	Delayed Draw Term Loan	—		485
Techone B.V.(1)(2)(3)	Revolver	61		129
Tencarva Machinery Company, LLC(1)	Delayed Draw Term Loan	—		591
Tencarva Machinery Company, LLC(1)	Revolver	752		752
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)(1)(2)	Delayed Draw Term Loan	2,707		2,707
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)(1)(2)	Revolver	796		796
The Cleaver-Brooks Company, Inc.(1)(2)	Revolver	1,292		—
Turbo Buyer, Inc.(1)	Delayed Draw Term Loan	1,537		1,494
Union Bidco Limited(1)(2)(4)	Acquisition Facility	89		—
United Therapy Holding III GmbH(1)(2)(3)	Acquisition Facility	1,488		—
W2O Holdings, Inc.(1)(2)	Delayed Draw Term Loan	1,060		1,549
Waccamaw River(2)	Joint Venture	2,480		11,280
Woodland Foods, LLC(1)(2)	Line of Credit	370		967
Xeinadin Bidco Limited(1)(2)(4)	CAF Term Loan	2,201		—
ZB Holdco LLC(1)	Delayed Draw Term Loan	676		—
ZB Holdco LLC(1)	Revolver	423		—
Zeppelin Bidco Limited(1)(2)(4)	Capex / Acquisition Facility	1,168		—
Zeppelin Bidco Limited(1)(2)(4)	Revolver	245		—
Total unused commitments to extend financing		$	120,601	$	116,977

(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.

(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.

Barings Capital Investment Corporation

Notes to Unaudited Consolidated Financial Statements — (Continued)

8. FINANCIAL HIGHLIGHTS

The following is a schedule of financial highlights for the nine months ended September 30, 2022 and 2021:


	Nine Months Ended September 30,
($ in thousands, except share and per share amounts)	2022			2021
Per share data:
Net asset value at beginning of period	$	22.43		$	21.58
Net investment income(1)	1.72			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 period	27,496,359			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		%

(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.

(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

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, the Board declared a quarterly dividend of $0.54 per share payable on December 14, 2022 to holders of record as of December 7, 2022.

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

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

Forward-Looking Statements

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

Overview of Our Business

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

Our investment objective is to provide consistently attractive returns. Barings employs fundamental credit analysis, and targets investments in businesses with relatively low levels of cyclicality (i.e., the risk of business cycles or other economic cycles adversely affecting them) and operating risk. The holding size of each position will generally be dependent upon a number of factors including total facility size, pricing and structure, and the number of other lenders in the facility. Barings has experience managing levered vehicles, both public and private, and seeks to enhance our returns through the use of leverage with a prudent approach that prioritizes capital preservation. Barings believes this strategy and approach offers attractive risk/

return with lower volatility given the potential for fewer defaults and greater resilience through market cycles. A significant portion of our investments are expected to be rated below investment grade by rating agencies or, if unrated would be rated below investment grade if they were rated. Below investment grade securities, which are often referred to as “junk,” have predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal.

We invest in predominately senior secured private debt investments in well-established middle-market businesses that operate across a wide range of industries, as well as syndicated senior secured loans, structured product investments, bonds and other fixed income securities. Syndicated senior secured loans are either (i) marketed by investment banks, which are mandated to bring lenders together and underwrite the deal, to institutional investors or (ii) bought and sold by institutional investors in individually negotiated private transactions that function in many respects like an over-the-counter secondary market. On the other hand, senior secured private debt investments are negotiated directly with the borrower, rather than marketed by a third party or bought and sold in the secondary market. We believe senior secured private debt investments may offer higher returns and certain more favorable protections than syndicated senior secured loans. Fees generated in connection with our debt investments are recognized over the life of the loan using the effective interest method or, in some cases, recognized as earned. We currently intend to invest primarily in senior secured private debt investments that have terms of between five and seven years and bear interest between the London Interbank Offered Rate (“LIBOR”) (or an applicable successor rate) plus 450 basis points and LIBOR plus 650 basis points per annum. As of September 30, 2022 and December 31, 2021, the weighted average yield on the principal amount of our outstanding debt investments was approximately 8.6% and 7.0%, respectively.

COVID-19 Developments

The spread of the Coronavirus and the COVID-19 pandemic, and the related effect on the U.S. and global economies, has had adverse consequences for the business operations of some of our portfolio companies but no longer adversely affects our operations and the operations of Barings, including with respect to us. Barings continues to monitor the COVID-19 situation globally and is prepared to adapt office working patterns as required to ensure the safety of its employees and clients who visit Barings office locations. Barings’ cybersecurity policies are applied consistently when working remotely or in the office.

Relationship with Our Adviser, Barings

Our Adviser, Barings, a wholly-owned subsidiary of Massachusetts Mutual Life Insurance Company (“MassMutual”), is a leading global asset management firm and is registered with the SEC as an investment adviser under the Advisers Act. Barings’ primary investment capabilities include fixed income, private credit, real estate, equity, and alternative investments. Subject to the overall supervision of our board of directors (the “Board”), Barings’ Global Private Finance Group (“Barings GPFG”) manages our day-to-day operations, and provides investment advisory and management services to us. Barings GPFG is part of Barings’ $264.0 billion Global Fixed Income Platform that invests in liquid, private and structured credit. Barings GPFG manages private funds and separately managed accounts, along with multiple public vehicles. The Adviser has retained its indirect, wholly-owned subsidiary, Baring International Investment Limited (“BIIL”), as a sub-adviser to manage European investments for us. BIIL is an investment adviser registered with the SEC in the United States and the Financial Conduct Authority in the United Kingdom with its principal office located in London, England. As of September 30, 2022, BIIL had approximately £16.5 billion in assets under management.

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

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

Portfolio Investment Composition

The total value of our investment portfolio was $1,106.0 million as of September 30, 2022, as compared to $865.1 million as of December 31, 2021. As of September 30, 2022, we had investments in 205 portfolio companies with an aggregate cost of $1,132.8 million. As of December 31, 2021, we had investments in 151 portfolio companies with an aggregate cost of $854.6 million. As of both September 30, 2022 and December 31, 2021, none of our portfolio investments represented greater than 10% of the total fair value of our investment portfolio.

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


($ in thousands)	Cost		Percentage of Total Portfolio		Fair Value		Percentage of Total Portfolio
September 30, 2022:
Senior debt and 1st lien notes	$	829,227	73	%	$	797,135	72	%
Subordinated debt and 2nd lien notes	124,959		11		120,799		11
Structured products	29,444		3		26,876		2
Equity shares	88,180		8		106,199		10
Equity warrants	70		—		28		—
Investments in joint ventures	60,922		5		54,914		5

	$	1,132,802	100	%	$	1,105,951	100	%


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

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

Investment Activity

During the nine months ended September 30, 2022, we made 66 new investments totaling $344.5 million, made investments in existing portfolio companies totaling $86.2 million and made additional investments in joint venture equity portfolio companies totaling $10.8 million. We had 11 loans repaid at par totaling $37.8 million and received $66.4 million of portfolio company principal payments and sales proceeds, recognizing a net realized loss on these transactions of $2.8 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, we received $8.6 million of return of capital from one of our joint ventures.

During the nine months ended September 30, 2021, we 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. We had five loans repaid at par totaling $12.5 million, received $5.7 million of portfolio company principal payments and sold $29.9 million of loans. In addition, we sold $103.4 million of middle-market portfolio company debt investments to one of our joint ventures, realizing a gain on these transactions of $0.8 million.

Total portfolio investment activity for the nine months ended September 30, 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 Products		Equity Shares		Equity Warrants		Investments in Joint Ventures		Total
Fair value, beginning of period	$	620,928	$	92,297	$	30,900	$	59,601	$	163	$	61,253	$	865,142
New investments	357,690		36,774		4,520		31,648		2		10,832		441,466
Proceeds from sales of investments	(92,496)		(2,958)		(2,792)		—		—		(8,598)		(106,844)
Loan origination fees received	(7,086)		(698)				—		—		—		(7,784)
Principal repayments received	(48,630)		(449)		(1,771)		—		—		—		(50,850)
Payment-in-kind interest	2,000		931				100		—		—		3,031
Accretion of loan premium/discount	1,051		131		10		—		—		—		1,192
Accretion of deferred loan origination revenue	2,983		154		—		—		—		—		3,137
Realized loss	(5,196)		7		—		—		—		—		(5,189)
Unrealized appreciation (depreciation)	(34,109)		(5,390)		(3,991)		14,850		(137)		(8,573)		(37,350)
Fair value, end of period	$	797,135	$	120,799	$	26,876	$	106,199	$	28	$	54,914	$	1,105,951


Nine Months Ended September 30, 2021: ($ in thousands)	Senior Debt and 1st Lien Notes		Subordinated Debt and 2nd Lien Notes		Structured Products		Equity Shares		Equity Warrants		Investments in Joint Ventures		Short-term Investments		Total
Fair value, beginning of period	$	164,239	$	9,022	$	10,383	$	207	$	112	$	—	$	31,100	$	215,063
New investments	446,815		66,106		2,700		50,679		—		52,002		187,907		806,209
Proceeds from sales of investments	(129,378)		(3,889)		—		—		—		—		(154,006)		(287,273)
Loan origination fees received	(10,799)		(1,516)		—		—		—		—		—		(12,315)
Principal repayments received	(10,679)		(5,742)		(1,812)		—		—		—		—		(18,233)
Payment-in-kind interest	1,507				—		—		—		—		—		1,507
Accretion of loan premium/ discount	1,184		149		—		—		—		—		—		1,333
Accretion of deferred loan origination revenue	1,025		40		—		—		—		—		—		1,065
Realized gain (loss)	869		(4)		—		—		—		—		(1)		864
Unrealized appreciation (depreciation)	(1,274)		963		574		619		73		152		—		1,107
Fair value, end of period	$	463,509	$	65,129	$	11,845	$	51,505	$	185	$	52,154	$	65,000	$	709,327

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, 2022 and December 31, 2021, we had no non-accrual assets.

Results of Operations

Three and nine months ended September 30, 2022 and 2021

Operating results for the three and nine months ended September 30, 2022 and 2021 were as follows:


	Three Months Ended		Three Months Ended		Nine Months Ended		Nine Months Ended
($ in thousands)	September 30, 2022		September 30, 2021		September 30, 2022		September 30, 2021























Total investment income	$	26,431	$	11,717	$	68,827	$	25,228










Total operating expenses	11,095		4,464		25,219		10,654
Net investment income before taxes	15,336		7,253		43,608		14,574
Income taxes, including excise tax expense	(62)		—		(62)		8
Net investment income after taxes	15,398		7,253		43,670		14,566







Net realized gains (losses)	2,261		(1,832)		4,713		(364)






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 borrowings	(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 increases (decreases) in net assets resulting from operations can vary substantially from period to period due to various factors, including recognition of realized gains and losses and unrealized appreciation and depreciation. As a result, comparisons of net changes in net assets resulting from operations may not be meaningful.

Investment Income


	Three Months Ended		Three Months Ended		Nine Months Ended		Nine Months Ended
($ in thousands)	September 30, 2022		September 30, 2021		September 30, 2022		September 30, 2021
Investment income:





Interest income	$	20,138	$	8,378	$	51,266	$	19,902




Dividend income	3,398		1,935		10,061		2,302




Fee and other income	1,820		859		4,565		1,625




Payment-in-kind interest income	1,071		545		2,931		1,399
Interest income from cash	4		—		4		—
Total investment income	$	26,431	$	11,717	$	68,827	$	25,228

The change in investment income for the three and nine months ended September 30, 2022, as compared to the three and nine months ended September 30, 2021, 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 from portfolio companies and joint venture investments, an increase in acceleration of unamortized OID and unamortized loan origination fee income associated with repayments of loans and increased payment-in-kind (“PIK”) interest income. The increase in the average size of our portfolio was largely due to increased investment opportunities. The amount of our outstanding debt investments was $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, dividends from portfolio companies and joint venture investments were $3.4 million and $10.1 million, respectively, compared to $1.9 million and $2.3 million for the three and nine months ended September 30, 2021, respectively. For the three and nine months ended September 30, 2022, acceleration of unamortized OID income and unamortized loan origination fee totaled $0.6 million and $1.4 million, respectively, as compared to $0.1 million and 0.4 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.

Operating Expenses


	Three Months Ended		Three Months Ended		Nine Months Ended		Nine 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 fee	428		208		1,192		434
Incentive fee	2,154		1,148		4,889		2,967
Offering costs	—		1		—		136

Professional fees	239		262		721		764
Directors fees	60		75		195		180

Custody and administrative fees	177		105		528		279
Other general and administrative expenses	407		250		1,259		735
Total operating expenses	$	11,095	$	4,464	$	25,219	$	10,654

Interest and Other Financing Fees

Interest and other financing fees during the three and nine months ended September 30, 2022 were predominately attributable to borrowings under the February 2027 Notes and the ING Credit Facility (each as defined below under “Financial Condition, Liquidity and Capital Resources”) and an increase in the weighted average interest rate on the ING Credit Facility. Interest and other financing fees during the nine months ended September 30, 2021 were attributable to borrowings under the September 2020 Subscription Facility (as defined below under “Financial Condition, Liquidity and Capital Resources”) and the ING Credit Facility. The weighted average interest on the ING Credit Facility was 4.9% as of September 30, 2022, as compared to 2.4% as of September 30, 2021.

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, 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 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 fee based on pre-incentive fee net investment income (the “Income-Based Fee”) and (ii) an incentive fee based on the net capital gains received on our portfolio of securities on a cumulative basis through the end of each calendar year, net of all realized capital losses and all unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid incentive fee on capital gains (the “Capital Gains Fee”). The Income-Based Fee is subject to a floating “hurdle rate” based on LIBOR (or an alternate “floating” benchmark rate), a “catch-up” feature and an incentive fee cap. See Note 2 to our Unaudited Consolidated Financial Statements for additional information regarding the Advisory Agreement and the fee arrangements thereunder. For the three and nine months ended September 30, 2022, the amount of Income-Based Fee incurred was $2.2 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 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.

Other General and Administrative Expenses

We have entered into the Administration Agreement with Barings. Under the terms of the Administration Agreement, Barings performs (or oversees, or arranges for, the performance of) the administrative services necessary for our operations. We reimburse Barings for the costs and expenses incurred by it in performing its obligations and providing personnel and facilities under the Administration Agreement in an amount negotiated and mutually agreed to by us and Barings quarterly in arrears; provided that the agreed-upon quarterly expense amount will not exceed the amount of expenses that would otherwise be reimbursable by us under the Administration Agreement for the applicable quarterly period, and Barings will not be entitled to the recoupment of any amounts in excess of the agreed-upon quarterly expense amount. For the three and nine months ended September 30, 2022, the amount of administration expense incurred and invoiced by Barings for expenses was approximately $0.3 million and $1.0 million, respectively. For the three 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.

Net Realized Gains (Losses)

Net realized gains (losses) during the three and nine months ended September 30, 2022 and 2021 were as follows:


	Three Months Ended		Three Months Ended		Nine Months Ended		Nine Months Ended
($ in thousands)	September 30, 2022		September 30, 2021		September 30, 2022		September 30, 2021




































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 transactions	5,852		$	(1,401)	9,902		(1,228)
Net realized gains (losses)	$	2,261	$	(1,832)	$	4,713	$	(364)

For the three months ended September 30, 2022, we recognized net realized gains totaling $2.3 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 million, which consisted primarily of 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 million.

Net Unrealized Appreciation (Depreciation)

Net unrealized appreciation (depreciation) during the three and nine months ended September 30, 2022 and 2021 was as follows:


	Three Months Ended		Three Months Ended		Nine Months Ended		Nine 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 investments	2,863		549		8,075		240

Net unrealized appreciation (depreciation) on investments	(12,655)		(1,618)		(37,561)		1,008
Foreign currency transactions	10,139		4,232		24,468		5,549
Net unrealized appreciation (depreciation)	$	(2,516)	$	2,614	$	(13,093)	$	6,557

During the three months ended September 30, 2022, we recorded net unrealized depreciation totaling $2.5 million, consisting of net unrealized depreciation on our current portfolio of $16.9 million, partially offset by net unrealized appreciation related to foreign currency transactions of $10.1 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

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 million related to realized gains and losses recognized during the year, partially offset by net unrealized depreciation on our current portfolio of $1.6 million. The net unrealized depreciation on our current portfolio of $1.6 million was driven primarily by the impact of foreign currency exchange rates on investments of $3.0 million, partially offset by broad market moves for investments of $1.1 million and the credit or fundamental performance of investments of $0.2 million.

During the nine months ended September 30, 2021, we recorded net unrealized appreciation totaling $6.6 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 million, partially offset by net unrealized depreciation reclassification adjustments of $1.2 million related to realized gains and losses recognized during the year. The net unrealized appreciation on our current portfolio of $2.3 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 million, partially offset by the impact of foreign currency exchange rates on investments of $4.8 million.

Financial Condition, Liquidity and Capital Resources

We believe that our current cash and foreign currencies on hand, our available borrowing capacity under the ING Credit Facility, and our anticipated cash flows from operations will be adequate to meet our cash needs for our daily operations for at least the next twelve months. This “Financial Condition, Liquidity and Capital Resources” section should be read in conjunction with 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% as of September 30, 2022.

Cash Flows

For the nine months ended September 30, 2022, we experienced a net increase in cash in 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 issuance the February 2027 Notes of $99.9 million, net borrowings under the ING Credit Facility totaling $199.6 million and proceeds from the issuance of common stock of $113.9 million, partially offset by repayment of the September 2020 Subscription Facility totaling $66.4 million and dividends paid in the amount of $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. In addition, our financing activities provided $496.6 million of cash, consisting primarily of net borrowings under the September 2020 Subscription Facility and the ING Credit Facility totaling $283.0 million and proceeds from the issuance of common stock of $219.8 million, partially offset by dividends paid in the amount of $6.2 million. As of September 30, 2021, we had $18.7 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, 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. 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 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 September 30, 2022, we were in compliance with all covenants of the ING Credit Facility.

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

As of September 30, 2022, we had U.S. dollar borrowings of $470.0 million under the ING Credit Facility with an 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%) 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%). The borrowings denominated in foreign currencies were translated into U.S. dollars based on the spot rate at the relevant balance sheet date. The impact resulting from changes in foreign exchange rates on the ING Credit Facility borrowings is included in “unrealized appreciation (depreciation) - foreign currency transactions” in our Unaudited Consolidated Statement of Operations.

February 2027 Notes

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

February 22, 2022.

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, 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

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, we 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, we funded $5.3 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.

On November 10, 2022, the Board declared a quarterly dividend of $0.54 per share payable on December 14, 2022 to holders of record as of December 7, 2022.

Critical Accounting Policies and Use of Estimates

The preparation of our unaudited financial statements in accordance with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses for the periods covered by such financial statements. We have identified investment valuation and revenue recognition as our most critical accounting estimates. On an ongoing basis, we evaluate our estimates, including those related to the matters described below. These estimates are based on the information that is currently available to us and on various other assumptions that we believe to be reasonable under the circumstances. Actual results could differ materially from those estimates under different assumptions or conditions. A discussion of our critical accounting policies follows.

Investment Valuation

The most significant estimate inherent in the preparation of our financial statements is the valuation of investments and the related amounts of unrealized appreciation and depreciation of investments recorded. We have a valuation policy, as well as established and documented processes and methodologies for determining the fair values of portfolio company investments on a recurring (at least quarterly) basis in accordance with the 1940 Act and FASB ASC Topic 820, Fair Value Measurements and Disclosures, or ASC Topic 820. Our current valuation policy and processes were established by Barings and were approved by the Board.

As of September 30, 2022, our investment portfolio, valued at fair value in accordance with the Board-approved valuation policies, represented approximately 181% of our total net assets, as compared to approximately 178% of our total net assets as of December 31, 2021.

is generally the amount that we might reasonably expect to receive upon the current sale of the security. The fair value measurement assumes that the sale occurs in the principal market for the security, or in the absence of a principal market, in the most advantageous market for the security. If no market for the security exists or if we do not have access to the principal market, the security should be valued based on the sale occurring in a hypothetical market.

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

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

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

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

Our investment portfolio includes certain debt and equity instruments of privately held companies for which quoted prices or other observable inputs falling within the categories of Level 1 and Level 2 are generally not available. In such cases, 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 Barings 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' pricing committee.

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

Our money market fund investments are generally valued using Level 1 inputs and our equity investments listed on an exchange or on the NASDAQ National Market System are valued using Level 1 inputs, using the last quoted sale price of that day. Our syndicated senior secured loans and structured product investments are generally valued using Level 2 inputs, which

are generally valued at the bid quotation obtained from dealers in loans by an independent pricing service. Our middle-market, private debt and equity investments are generally valued using Level 3 inputs.

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 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' 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 Techniques

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

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 prepayment penalties, advisory, loan amendment and other fees, and are recorded as investment income when earned.

Fee income for the three and nine months ended September 30, 2022 and 2021 was as follows:


	Three Months Ended		Three Months Ended		Nine Months Ended		Nine Months Ended
($ in thousands)	September 30, 2022		September 30, 2021		September 30, 2022		September 30, 2021
Recurring Fee Income:
Amortization of loan origination fees	$	845	$	386	$	2,333	$	913
Management, valuation and other fees	304		143		848		324
Total Recurring Fee Income	1,149		529		3,181		1,237
Non-Recurring Fee Income:
Prepayment fees	—		10		108		10
Acceleration of unamortized loan origination fees	538		108		804		152
Advisory, loan amendment and other fees	133		212		472		226
Total Non-Recurring Fee Income	671		330		1,384		388
Total Fee Income	$	1,820	$	859	$	4,565	$	1,625

Payment-in-Kind (PIK) Interest Income

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

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

We may have to include in our ICTI, PIK interest income from investments that have been classified as non-accrual for financial reporting purposes. Interest income on non-accrual investments is not recognized for financial reporting purposes, but generally is recognized in ICTI. As a result, we may be required to make a distribution to our stockholders in order to satisfy the minimum distribution requirements, even though we will not have received and may not ever receive any corresponding cash amount.

Unused Commitments

In the normal course of business, we are party to financial instruments with off-balance sheet risk, consisting primarily of unused commitments to extend financing to our portfolio companies. Since commitments may expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements. As of September 30, 2022, we believe we have adequate financial resources to satisfy our unfunded commitments. The balances of unused commitments to extend financing as of September 30, 2022 and December 31, 2021 were as follows:


Portfolio Company ($ in thousands)	Investment Type	September 30, 2022		December 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)	Revolver	922		—
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 Loan	909		909
Amtech LLC(1)	Revolver	182		227
AnalytiChem Holding GmbH(1)(2)(3)	Delayed Draw Term Loan	—		2,582
AnalytiChem Holding GmbH(1)(2)(3)	Incremental Term Loan	401		—
AnalytiChem Holding GmbH(1)(2)(3)	Bridge Revolver	157		—
APC1 Holding(1)(2)(3)	Delayed Draw Term Loan	490		—
Aquavista Watersides 2 LTD(1)(2)(4)	Bridge Revolver	—		151
Aquavista Watersides 2 LTD(1)(2)(4)	Capex / Acquisition Facility	776		941
Arc Education(1)(3)	Delayed Draw Term Loan	1,744		—
Argus Bidco Limited(1)(2)(4)	CAF Term Loan	366		—
Argus Bidco Limited(1)(2)(4)	Bridge Term Loan	78		—
ASC Communications, LLC(1)(2)	Revolver	658		—
Astra Bidco Limited(1)(2)(4)	Delayed Draw Term Loan	634		769
Avance Clinical Bidco Pty Ltd(1)(5)	Delayed Draw Term Loan	925		1,046
Azalea Buyer, Inc.(1)(2)	Delayed Draw Term Loan	641		641
Azalea Buyer, Inc.(1)(2)	Revolver	321		321
Bariacum S.A(1)(2)(3)	Acquisition Facility	588		682
Beyond Risk Management, Inc.(1)(2)	Delayed Draw Term Loan	2,423		2,573
BigHand UK Bidco Limited(1)(2)(4)	Acquisition Facility	—		99
Bounteous, Inc.(1)(2)	Delayed Draw Term Loan	2,580		2,580
Brightpay Limited(1)(2)(3)	Delayed Draw Term Loan	167		389
Brightpay Limited(1)(2)(3)	Delayed Draw Term Loan	112		130
BrightSign LLC(1)(2)	Revolver	715		715
British Engineering Services Holdco Limited(1)(2)(4)	Bridge Revolver	—		86
CAi Software, LLC(1)	Revolver	707		707
Canadian Orthodontic Partners Corp.(1)(2)(6)	Delayed Draw Term Loan	105		160
Ceres Pharma NV(1)(3)	Delayed Draw Term Loan	858		996
CGI Parent, LLC(1)(2)	Revolver	1,653		—
Coastal Marina Holdings, LLC(1)(2)	PIK Tranche B Term Loan	656		656
Coastal Marina Holdings, LLC(1)(2)	Tranche A Term Loan	1,788		1,788
Comply365, LLC(1)(2)	Revolver	555		—
Coyo Uprising GmbH(1)(2)(3)	Delayed Draw Term Loan	927		1,076
Crash Champions, LLC(1)	Delayed Draw Term Loan	—		2,712
CSL DualCom(1)(2)(4)	Acquisition Term Loan	1,024		1,242
DecksDirect, LLC(1)(2)	Revolver	218		218
Dune Group(1)(2)(3)	Delayed Draw Term Loan	900		1,044


Portfolio Company ($ in thousands)	Investment Type	September 30, 2022	December 31, 2021
Dwyer Instruments, Inc.(1)(2)	Delayed Draw Term Loan	1,845	1,094
Eclipse Business Capital, LLC(1)(2)	Revolver	8,175	5,840
EMI Porta Holdco LLC(1)(2)	Delayed Draw Term Loan	3,774	5,339
EMI Porta Holdco LLC(1)(2)	Revolver	885	1,271
EPS NASS Parent, Inc.(1)(2)	Delayed Draw Term Loan	187	425
eShipping, LLC(1)(2)	Delayed Draw Term Loan	1,923	1,923
eShipping, LLC(1)(2)	Revolver	1,122	930
Events Software BidCo Pty Ltd(1)	Delayed Draw Term Loan	640	—
Express Wash Acquisition Company, LLC(1)	Delayed Draw Term Loan	391	—
Fineline Technologies, Inc.(1)(2)	Delayed Draw Term Loan	240	240
Footco 40 Limited(1)(2)(4)	Delayed Draw Term Loan	711	—
FragilePak LLC(1)(2)	Delayed Draw Term Loan	3,779	3,779
Global Academic Group Limited(1)(7)	Term Loan	269	—
GPZN II GmbH(1)(2)(3)	CAF Term Loan	514	—
Greenhill II BV(1)(2)(3)	Capex Acquisition Facility	234	—
HeartHealth Bidco Pty Ltd(1)(2)(5)	Delayed Draw Term Loan	297	—
Heartland Veterinary Partners, LLC(1)(2)	Delayed Draw Term Loan	95	235
HTI Technology & Industries(1)(2)	Delayed Draw Term Loan	1,023	—
HTI Technology & Industries(1)(2)	Revolver	682	—
IGL Holdings III Corp.(1)	Delayed Draw Term Loan	—	360
Innovad Group II BV(1)(2)(3)	Delayed Draw Term Loan	765	1,206
INOS 19-090 GmbH(1)(2)(3)	Acquisition Facility	756	878
Interstellar Group B.V.(1)(2)(3)	Delayed Draw Term Loan	1,203	—
Interstellar Group B.V.(1)(2)(3)	Delayed Draw Term Loan	109	—
ITI Intermodal, Inc.(1)(2)	Delayed Draw Term Loan	103	103
ITI Intermodal, Inc.(1)(2)	Revolver	118	124
Jaguar Merger Sub Inc.(1)(2)	Delayed Draw Term Loan	3,763	1,961
Jaguar Merger Sub Inc.(1)(2)	Revolver	490	490
Jon Bidco Limited(1)(2)(7)	Capex & Acquisition Facility	383	—
Jones Fish Hatcheries & Distributors LLC(1)(2)	Revolver	418	—
Kano Laboratories LLC(1)(2)	Delayed Draw Term Loan	1,574	1,903
Kano Laboratories LLC(1)(2)	Delayed Draw Term Loan	1,203	1,574
Lambir Bidco Limited(1)(2)(3)	Bridge Revolver	—	666
Lambir Bidco Limited(1)(2)(3)	Delayed Draw Term Loan	1,147	1,332
LeadsOnline, LLC(1)(2)	Revolver	1,952	—
LivTech Purchaser, Inc.(1)(2)	Delayed Draw Term Loan	130	316
Marmoutier Holding B.V.(1)(3)	Delayed Draw Term Loan	22	405
Marmoutier Holding B.V.(1)(3)	Revolver	139	162
Marshall Excelsior Co.(1)(2)	Revolver	250	—
MC Group Ventures Corporation(1)(2)	Delayed Draw Term Loan	861	861
Mercell Holding AS(1)(2)(8)	Bridge Term Loan	127	—
Mercell Holding AS(1)(2)(8)	Capex Acquisition Facility	425	—
Modern Star Holdings Bidco Pty Limited(1)(2)(5)	Capex Term Loan	318	360
Murphy Midco Limited(1)(2)(4)	Delayed Draw Term Loan	747	906
Narda Acquisitionco., Inc.(1)(2)	Revolver	649	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 Type	September 30, 2022	December 31, 2021
Nexus Underwriting Management Limited(1)(2)(4)	Acquisition Facility	751	989
Novotech Aus Bidco Pty Ltd(1)(2)	Capex & Acquisition Facility	1,042	—
NPM Investments 28 BV(1)(3)	Delayed Draw Term Loan	425	—
OA Buyer, Inc.(1)(2)	Revolver	1,331	1,331
OAC Holdings I Corp(1)(2)	Revolver	401	—
OG III B.V.(1)(2)(3)	Acquisition CapEx Facility	—	1,087
Omni Intermediate Holdings, LLC(1)(2)	Delayed Draw Term Loan	—	683
Omni Intermediate Holdings, LLC(1)(2)	Delayed Draw Term Loan	2,505	3,643
OSP Hamilton Purchaser, LLC(1)(2)	Revolver	187	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 A	55	—
Perimeter Master Note Business Trust (1)(2)	Series 2022-One Class B	55	—
Perimeter Master Note Business Trust (1)(2)	Series 2022-One Class C	55	—
Perimeter Master Note Business Trust (1)(2)	Series 2022-One Class D	55	—
Perimeter Master Note Business Trust (1)(2)	Series 2022-One Class E	2,794	—
Polara Enterprises, L.L.C.(1)(2)	Revolver	273	273
Policy Services Company, LLC(1)(2)	Delayed Draw Term Loan	—	2,632
Premium Invest(1)(2)(3)	Delayed Draw Term Loan	3,331	834
ProfitOptics, LLC(1)(2)	Revolver	194	—
Protego Bidco B.V.(1)(2)(3)	Delayed Draw Term Loan	193	224
PSP Intermediate 4, LLC(1)(2)(3)	Delayed Draw Term Loan	667	—
QPE7 SPV1 BidCo Pty Ltd(1)(2)(5)	Acquisition Term loan	—	461
Questel Unite(1)(3)	Incremental Term Loan	2,536	2,944
Rep Seko Merger Sub LLC(1)(2)	Delayed Draw Term Loan	465	727
Reward Gateway (UK) Ltd(1)(2)(4)	Acquisition Facility	682	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 Loan	1,104	—
Royal Buyer, LLC(1)(2)	Revolver	670	—
Safety Products Holdings, LLC(1)(2)	Delayed Draw Term Loan	2,451	2,594
Sanoptis S.A.R.L.(1)(2)(3)	Acquisition Capex Facility	2,147	—
Scaled Agile, Inc.(1)	Delayed Draw Term Loan	416	416
Scaled Agile, Inc.(1)	Revolver	336	336
Scout Bidco B.V.(1)(2)(3)	Delayed Draw Term Loan	1,042	—
Scout Bidco B.V.(1)(2)(3)	Revolver	473	—
Sereni Capital NV(1)(3)	Term Loan	220	—
Smartling, Inc.(1)(2)	Delayed Draw Term Loan	1,176	1,177
Smartling, Inc.(1)(2)	Revolver	588	588
SSCP Pegasus Midco Limited(1)(2)(4)	Delayed Draw Term Loan	1,562	1,895
Superjet Buyer, LLC(1)	Revolver	1,460	1,460
Syntax Systems Ltd(1)(2)	Delayed Draw Term Loan	1,142	1,142
Syntax Systems Ltd(1)(2)	Revolver	199	336
Tank Holding Corp(1)	Revolver	655	—
Techone B.V.(1)(2)(3)	Delayed Draw Term Loan	—	485
Techone B.V.(1)(2)(3)	Revolver	61	129
Tencarva Machinery Company, LLC(1)	Delayed Draw Term Loan	—	591


Portfolio Company ($ in thousands)	Investment Type	September 30, 2022		December 31, 2021
Tencarva Machinery Company, LLC(1)	Revolver	752		752
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)(1)(2)	Delayed Draw Term Loan	2,707		2,707
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)(1)(2)	Revolver	796		796
The Cleaver-Brooks Company, Inc.(1)(2)	Revolver	1,292		—
Turbo Buyer, Inc.(1)	Delayed Draw Term Loan	1,537		1,494
Union Bidco Limited(1)(2)(4)	Acquisition Facility	89		—
United Therapy Holding III GmbH(1)(2)(3)	Acquisition Facility	1,488		—
W2O Holdings, Inc.(1)(2)	Delayed Draw Term Loan	1,060		1,549
Waccamaw River(2)	Joint Venture	2,480		11,280
Woodland Foods, LLC(1)(2)	Line of Credit	370		967
Xeinadin Bidco Limited(1)(2)(4)	CAF Term Loan	2,201		—
ZB Holdco LLC(1)	Delayed Draw Term Loan	676		—
ZB Holdco LLC(1)	Revolver	423		—
Zeppelin Bidco Limited(1)(2)(4)	Capex / Acquisition Facility	1,168		—
Zeppelin Bidco Limited(1)(2)(4)	Revolver	245		—
Total unused commitments to extend financing		$	120,601	$	116,977

(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 current investments in the portfolio company are carried at less than cost.

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

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

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

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

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

(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.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We are subject to market risk. Market risk includes risks that arise from changes in interest rates, commodity prices, equity prices and other market changes that affect market sensitive instruments. The prices of securities held by us may decline in response to certain events, including those directly involving the companies we invest in; conditions affecting the general economy; overall market changes; global pandemics; legislative reform; local, regional, national or global political, social or economic instability; and interest rate fluctuations.

In addition, we are subject to interest rate risk. Interest rate risk is defined as the sensitivity of our current and future earnings to interest rate volatility, variability of spread relationships, the difference in re-pricing intervals between our assets and liabilities and the effect that interest rates may have on our cash flows. Changes in the general level of interest rates can affect our net interest income, which is the difference between the interest income earned on interest earning assets and our interest expense incurred in connection with our interest bearing debt and liabilities. Changes in interest rates can also affect, among other things, our ability to acquire and originate loans and securities and the value of our investment portfolio. Our net investment income is affected by fluctuations in various interest rates, including LIBOR, EURIBOR, NIBOR, BBSY, CDOR, SONIA, BKBM, SARON and SOFR. Our risk management systems and procedures are designed to identify and analyze our risk, to set appropriate policies and limits and to continually monitor these risks. We regularly measure exposure to interest rate risk and determine whether or not any hedging transactions are necessary to mitigate exposure to changes in interest rates. As of September 30, 2022, we were not a party to any interest rate hedging arrangements.

In July 2017, the head of the U.K. Financial Conduct Authority (the “FCA”), announced that the FCA will no longer persuade or compel banks to submit rates for the calculation of LIBOR after 2021. In March 2021, the FCA confirmed that all LIBOR settings will either cease to be provided by any administrator or no longer be representative: (a) immediately after December 31, 2021, in the case of sterling, euro, Swiss franc, and Japanese yen, and the one week and two month U.S. dollar settings; and (b) immediately after June 30, 2023, in the case of the remaining U.S. dollar settings. In addition, as a result of supervisory guidance from U.S. regulators, some U.S. regulated entities ceased to enter into new LIBOR contracts after January 1, 2022. At this time, no consensus exists as to what rate or rates will become accepted alternatives to LIBOR, although the Alternative Reference Rates Committee, a steering committee convened by the Board of Governors of the Federal Reserve System and the Federal Reserve Bank of New York and comprised of large U.S. financial institutions, has recommended the use of the Secured Overnight Financing Rate, SOFR. There are many uncertainties regarding a transition from LIBOR to SOFR or any other alternative benchmark rate that may be established, including, but not limited to, the timing of any such transition, the need to amend all contracts with LIBOR as the referenced rate and, given the inherent differences between LIBOR and SOFR or any other alternative benchmark rate, how any transition may impact the cost and performance of impacted securities, variable rate debt and derivative financial instruments. In addition, SOFR or another alternative benchmark rate may fail to gain market acceptance, which could adversely affect the return on, value of and market for securities, variable rate debt and derivative financial instruments linked to such rates. The effects of a transition from LIBOR to SOFR or any other alternative benchmark rate on our cost of capital and net investment income cannot yet be determined definitively. All of our loan agreements with our portfolio companies include fallback language in the event that LIBOR becomes unavailable. This language generally either includes a clearly defined alternative reference rate after LIBOR’s discontinuation or provides that the administrative agent may identify a replacement reference rate, typically with the consent of (or prior consultation with) the borrower. In certain cases, the administrative agent will be required to obtain the consent of either a majority of the lenders under the facility, or the consent of each lender, prior to identifying a replacement reference rate. In addition, any further changes or reforms to the determination or supervision of LIBOR may result in a sudden or prolonged increase or decrease in reported LIBOR, which could have an adverse impact on the market value for or value of any LIBOR-linked securities, loans, and other financial obligations or extensions of credit held by or due to us and could have a material adverse effect on our business, financial condition and results of operations.

The U.S. Federal Reserve is currently embarking on an aggressive campaign of raising interest rates to address significant and persistent inflation. The goal of these interest rate increases is to slow economic growth and reduce price pressure. There is a significant chance that this central bank tightening cycle could force the U.S. into a recession, 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, approximately $844.3 million (principal amount) of our debt portfolio investments bore interest at variable rates, which generally are LIBOR-based (or based on an equivalent applicable currency rate), and many of which are subject to certain floors.

Based on our September 30, 2022 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)	Interest Income		Interest Expense		Net Income(2)
Up 300 basis points	$	25,329	$	17,184	$	8,145
Up 200 basis points	16,886		11,456		5,430
Up 100 basis points	8,443		5,728		2,715
Down 25 basis points	(2,111)		(1,432)		(679)
Down 50 basis points	(4,221)		(2,864)		(1,357)

(1) Excludes the impact of foreign currency exchange

(2) Excludes the impact of income based fees. See Note 2 to our Unaudited Consolidated Financial Statements for more information on the income based fees

We may also have exposure to foreign currencies related to certain investments. Such investments are translated into U.S. dollars based on the spot rate at the relevant balance sheet date, exposing us to movements in the exchange rate. In order to reduce our exposure to fluctuations in exchange rates, we generally borrow in local foreign currencies under the ING Credit

Facility to finance such investments. As of September 30, 2022, we had U.S. dollar borrowings of $470.0 million under the ING Credit Facility with an 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%) 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%).

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. 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 third quarter of 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

Neither we, the Adviser, nor our subsidiaries are currently subject to any material pending legal proceedings, other than ordinary routine litigation incidental to our respective businesses. We, the Adviser, and our subsidiaries may from time to time, however, be involved in litigation arising out of our operations in the normal course of business or otherwise. Furthermore, third parties may seek to impose liability on us in connection with the activities of our portfolio companies. While the outcome of any current legal proceedings cannot at this time be predicted with certainty, we do not expect any current matters will materially affect our financial condition or results of operations; however, there can be no assurance whether any pending legal proceedings will have a material adverse effect on our financial condition or results of operations in any future reporting period.

Item 1A. Risk Factors.

You should carefully consider the risks described in Item 1A entitled "Risk Factors" in Part 1 of our Annual Report on Form 10-K for the year ended December 31, 2021, which was filed with the SEC on February 23, 2022, and all other information contained in this Quarterly Report on Form 10-Q, including our interim financial statements and the related notes thereto, before making a decision to purchase our securities. The risks and uncertainties referenced herein and in our most recent Annual Report on Form 10-K are not the only ones facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may have a material adverse effect on our business, financial condition and/or operating results, as well as the value of our securities.

There have been no material changes during the three months ended September 30, 2022 to the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2021. If any of such risks actually occur, our business, financial condition or results of operations could be materially adversely affected. If that happens, the value of our securities could decline, and you may lose all or part of your investment.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Sales of Unregistered Securities

None.

Issuer Purchases of Equity Securities

We did not repurchase any of our equity securities during the three months ended September 30, 2022.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.


Number			Exhibit

3.1			Articles of Amendment and Restatement of the Registrant (Filed as Exhibit 3.1 to the Company's Registration Statement on Form 10 (File No. 000-56180) filed with the Securities and Exchange Commission on June 26, 2020 and incorporated herein by reference).

3.2			Bylaws of the Registrant (Filed as Exhibit 3.2 to the Company's Registration Statement on Form 10 (File No. 000-56180) filed with the Securities and Exchange Commission on June 26, 2020 and incorporated herein by reference).







10.1			Incremental Commitment Agreement, dated as of October 13, 2022, among the Company, the subsidiary guarantor party thereto, the lenders party thereto, and ING Capital LLC, as administrative agent and issuing bank (Filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 814-01348) filed with the Securities and Exchange Commission on October 17, 2022 and incorporated herein by reference).

31.1			Chief Executive Officer Certification Pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

31.2			Chief Financial Officer Certification Pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

32.1			Chief Executive Officer Certification pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

32.2			Chief Financial Officer Certification pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

* Filed Herewith.

** Furnished Herewith.

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, 2022	/s/ Ian Fowler
		Ian Fowler
		Chief Executive Officer
		(Principal Executive Officer)

Date:	November 10, 2022	/s/ Jonathan Bock
		Jonathan Bock
		Chief Financial Officer
		(Principal Financial Officer)

Date:	November 10, 2022	/s/ Elizabeth A. Murray
		Elizabeth A. Murray
		Principal Accounting Officer

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Barings Capital Investment 10-Q2022 Q3 Quarterly report

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