UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended March 31, 2024

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

Commission File Number: 814-01363

Kayne Anderson BDC, Inc.

Delaware		83-0531326
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

717 Texas Avenue, Suite 2200, Houston, TX		77002
(Address of principal executive offices)		(Zip Code)

(713) 493-2020

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None		None		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 ☐ 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 (§232.405 of this chapter) 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	☒	Smaller reporting company	☐
Emerging growth company	☒

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

As of May 7, 2024, the registrant had 65,116,459 shares of common stock, $0.001 par value per share, issued and outstanding and there was no public market for the registrant’s shares.

Table of Contents

		Page
PART I.	FINANCIAL INFORMATION	1
Item 1.	Consolidated Financial Statements	1
	Consolidated Statements of Assets and Liabilities as of March 31, 2024 (Unaudited) and December 31, 2023	1
	Consolidated Statements of Operations for the three months ended March 31, 2024 and 2023 (Unaudited)	2
	Consolidated Statement of Changes in Net Assets for the three months ended March 31, 2024 and 2023 (Unaudited)	3
	Consolidated Statement of Cash Flows for the three months ended March 31, 2024 and 2023 (Unaudited)	4
	Consolidated Schedule of Investments as of March 31, 2024 (Unaudited) and December 31, 2023	5
	Notes to Consolidated Financial Statements (Unaudited)	23
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	43
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	54
Item 4.	Controls and Procedures	54

PART II.	OTHER INFORMATION	55
Item 1.	Legal Proceedings	55
Item 1A.	Risk Factors	55
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	55
Item 3.	Defaults Upon Senior Securities	55
Item 4.	Mine Safety Disclosures	55
Item 5.	Other Information	55
Item 6.	Exhibits	56

Signatures		58

Forward-Looking Statements

This quarterly report on Form 10-Q contains forward-looking statements that involve substantial known and unknown risks, uncertainties and other factors. Undue reliance should not be placed on such statements. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about the company, current and prospective portfolio investments, the industry, beliefs and assumptions. Words such as “anticipates,” “expects,” “intends,” “plans,” “will,” “may,” “continue,” “believes,” “seeks,” “estimates,” “would,” “could,” “should,” “targets,” “projects,” and variations of these words and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond control of Kayne Anderson BDC, Inc. (“the Company”) and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including:

●

future operating results;

●

business prospects and the prospects of portfolio companies in which we invest;

●

the ability of our portfolio companies to achieve their objectives;

●

changes in political, economic or industry conditions, the interest rate environment or conditions affecting the financial and capital markets;

●

the ability of KA Credit Advisors, LLC (our “Advisor”) to locate suitable investments and to monitor and administer investments;

●

the ability of the Advisor and its affiliates to attract and retain highly talented professionals;

●

risk associated with possible disruptions in operations or the economy generally;

●

the adequacy of our cash resources, financing sources and working capital;

●

the timing of cash flows, distributions and dividends, if any, from the operations of the companies in which the Company invests;

●

the ability to maintain qualification as a business development company (“BDC”) and as a regulated investment company (“RIC”) under the Internal Revenue Code of 1986, as amended (the “Code”);

●

the use of borrowed money to finance a portion of the Company’s investments;

●

the adequacy, availability and pricing of financing sources and working capital for the Company;

●

actual or potential conflicts of interest with the Advisor and its affiliates;

●

contractual arrangements and relationships with third parties;

●

the risk associated with an economic downturn, increased inflation, political instability, interest rate volatility, loss of key personnel, and the illiquid nature of investments of the Company; and

●

the risks, uncertainties and other factors the Company identifies under “Item 1A. Risk Factors” and elsewhere in this quarterly report on Form 10-Q, as well as in the Company’s annual report on Form 10-K for the year ended December 31, 2023.

We have based the forward-looking statements included in this report on information available to us on the date of this report. We assume no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Although we undertake no obligation to revise or update any forward-looking statements, you are advised to consult any additional disclosures that we may make directly to you or through reports that we have filed or in the future may file with the United States Securities and Exchange Commission (the “SEC”), including annual reports on Form 10-K, registration statements on Form 10, quarterly reports on Form 10-Q and current reports on Form 8-K.

PART I — FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements.

Kayne Anderson BDC, Inc.

Consolidated Statements of Assets and Liabilities

(amounts in 000’s, except share and per share amounts)

	March 31, 2024 (Unaudited)			December 31, 2023
Assets:
Investments, at fair value:
Long-term investments (amortized cost of $1,759,819 and $1,343,223)	$	1,784,045		$	1,363,498
Short-term investments (amortized cost of $10,868 and $12,802)		10,868			12,802
Cash and cash equivalents		33,418			34,069
Receivable for principal payments on investments		293			104
Interest receivable		15,551			12,874
Prepaid expenses and other assets		266			319
Total Assets	$	1,844,441		$	1,423,666

Liabilities:
Corporate Credit Facility (Note 6)	$	198,000		$	234,000
Unamortized Corporate Credit Facility issuance costs		(1,522	)		(1,715	)
Revolving Funding Facility (Note 6)		319,000			306,000
Unamortized Revolving Funding Facility issuance costs		(1,589	)		(2,019	)
Revolving Funding Facility II (Note 6)		67,000			70,000
Unamortized Revolving Funding Facility II issuance costs		(1,729	)		(1,805	)
Subscription Credit Agreement (Note 6)		-			10,750
Unamortized Subscription Credit Facility issuance costs		-			(41	)
Notes (Note 6)		75,000			75,000
Unamortized notes issuance costs		(799	)		(851	)
Payable for investments purchased		299,692			-
Capital payable (Note 11)		29,025			-
Distributions payable		19,516			22,050
Management fee payable		3,522			2,996
Incentive fee payable		16,826			14,195
Accrued expenses and other liabilities		10,942			11,949
Accrued excise tax expense		-			101
Total Liabilities	$	1,032,884		$	740,610

Commitments and contingencies (Note 8)

Net Assets:
Common Shares, $0.001 par value; 100,000,000 shares authorized; 48,789,228 and 41,603,666 as of March 31, 2024 and December 31, 2023, respectively, issued and outstanding	$	49		$	42
Additional paid-in capital		790,245			669,990
Total distributable earnings (deficit)		21,263			13,024
Total Net Assets	$	811,557		$	683,056
Total Liabilities and Net Assets	$	1,844,441		$	1,423,666
Net Asset Value Per Common Share	$	16.63		$	16.42

See accompanying notes to consolidated financial statements.

Kayne Anderson BDC, Inc.

Consolidated Statements of Operations

(amounts in 000’s, except share and per share amounts)

(Unaudited)

	For the three months ended March 31,
	2024		2023
Income:
Investment income from investments:
Interest income	$	46,237	$	36,366
Dividend income		257		-
Total Investment Income		46,494		36,366

Expenses:
Management fees		3,522		2,685
Incentive fees		2,631		2,138
Interest expense		15,656		11,523
Professional fees		264		150
Directors fees		147		139
Other general and administrative expenses		471		449
Total Expenses		22,691		17,084
Net Investment Income (Loss)		23,803		19,282

Realized and unrealized gains (losses) on investments
Net realized gains (losses):
Investments		-		-
Total net realized gains (losses)		-		-
Net change in unrealized gains (losses):
Investments		3,952		125
Total net change in unrealized gains (losses)		3,952		125
Total realized and unrealized gains (losses)		3,952		125

Net Increase (Decrease) in Net Assets Resulting from Operations	$	27,755	$	19,407

Per Common Share Data:
Basic and diluted net investment income per common share	$	0.52	$	0.54
Basic and diluted net increase in net assets resulting from operations	$	0.61	$	0.54
Weighted Average Common Shares Outstanding - Basic and Diluted		45,345,417		35,929,436

See accompanying notes to consolidated financial statements.

Kayne Anderson BDC, Inc.

Consolidated Statements of Changes in Net Assets

(amounts in 000’s)

(Unaudited)

	For the three months ended March 31,
	2024			2023
Increase (Decrease) in Net Assets Resulting from Operations:
Net investment income (loss)	$	23,803		$	19,282
Net realized gains (losses) on investments		-			-
Net change in unrealized gains (losses) on investments		3,952			125
Net Increase (Decrease) in Net Assets Resulting from Operations		27,755			19,407

Decrease in Net Assets Resulting from Stockholder Dividends
Dividends to stockholders		(19,516	)		(16,890	)
Net Decrease in Net Assets Resulting from Stockholder Dividends		(19,516	)		(16,890	)

Increase in Net Assets Resulting from Capital Share Transactions
Issuance of common shares		118,689			-
Reinvestment of dividends		1,573			955
Net Increase in Net Assets Resulting from Capital Share Transactions		120,262			955
Total Increase (Decrease) in Net Assets		128,501			3,472
Net Assets, Beginning of Period		683,056			592,041
Net Assets, End of Period	$	811,557		$	595,513

See accompanying notes to consolidated financial statements.

Kayne Anderson BDC, Inc.

Consolidated Statements of Cash Flows

(amounts in 000’s)

(Unaudited)

	For the three months ended March 31,
	2024			2023

Cash Flows from Operating Activities:
Net increase (decrease) in net assets resulting from operations	$	27,755		$	19,407
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash used in operating activities:
Net realized (gains)/losses on investments		-			-
Net change in unrealized (gains)/losses on investments		(3,952	)		(125	)
Net accretion of discount on investments		(2,621	)		(2,115	)
Sales (purchases) of short-term investments, net		1,934			(5,345	)
Purchases of portfolio investments		(446,080	)		(104,080	)
Proceeds from sales of investments and principal repayments		32,390			17,245
Paid-in-kind interest from portfolio investments		(284	)		(165	)
Amortization of deferred financing cost		897			591
Increase/(decrease) in operating assets and liabilities:
(Increase)/decrease in interest and dividends receivable		(2,677	)		(3,153	)
(Increase)/decrease in receivable for principal payments on investments		(189	)		(79	)
Increase/(decrease) in excise tax payable		(101	)		-
(Increase)/decrease in prepaid expenses and other assets		53			64
Increase/(decrease) in payable for investments purchased		299,692			(956	)
Increase/(decrease) in management fees payable		526			270
Increase/(decrease) in incentive fee payable		2,631			2,138
Increase/(decrease) in accrued other general and administrative expenses		(1,007	)		(587	)
Net cash used in operating activities		(91,033	)		(76,890	)
Cash Flows from Financing Activities:
Borrowings/(payments) on Corporate Credit Facility, net		(36,000	)		28,000
Borrowings on Revolving Funding Facility, net		13,000			75,000
Borrowings/(payments) on Revolving Funding Facility II, net		(3,000	)		-
Payments on Subscription and Credit Agreement, net		(10,750	)		(16,000	)
Payments of debt issuance costs		(105	)		(67	)
Deposits for issuance of common shares		29,025			7,110
Dividends paid in cash		(20,477	)		(14,473	)
Proceeds from issuance of common shares		118,689			-
Net cash provided by financing activities		90,382			79,570
Net increase (decrease) in cash and cash equivalents		(651	)		2,680
Cash and cash equivalents, beginning of period		34,069			8,526
Cash and cash equivalents, end of period	$	33,418		$	11,206

Supplemental and Non-Cash Information:
Interest paid during the period	$	15,783		$	11,213
Non-cash financing activities not included herein consisted of reinvestment of dividends	$	1,573		$	955

See accompanying notes to consolidated financial statements.

Kayne Anderson BDC, Inc.

Consolidated Schedule of Investments

As of March 31, 2024

(amounts in 000's, except number of shares, units)

(Unaudited)

				Maturity	Principal /		Amortized		Fair		Percentage
Portfolio Company⁽¹⁾	Footnotes	Investment ⁽²⁾	Interest Rate	Date	Par		Cost⁽³⁾⁽⁴⁾		Value		of Net Assets
Debt and Equity Investments
Debt Investments
Aerospace & defense
Basel U.S. Acquisition Co., Inc. (IAC)	(5)(6)	First lien senior secured revolving loan	11.47% (S + 6.00%)	12/5/2028	$	-	$	-	$	-		0.0	%
		First lien senior secured loan	11.47% (S + 6.00%)	12/5/2028		18,448		18,036		18,724		2.3	%
Fastener Distribution Holdings, LLC	(5)	First lien senior secured loan	11.95% (S + 6.50%)	10/1/2025		20,443		20,096		20,443		2.5	%
		First lien senior secured delayed draw loan	11.95% (S + 6.50%)	10/1/2025		9,075		8,998		9,075		1.1	%
Precinmac (US) Holdings, Inc.	(5)	First lien senior secured loan	11.43% (S + 6.00%)	8/31/2027		5,339		5,273		5,312		0.7	%
		First lien senior secured delayed draw loan	11.43% (S + 6.00%)	8/31/2027		1,099		1,085		1,094		0.1	%
TransDigm Inc	(5)	First lien senior secured loan	8.06% (S + 2.75%)	8/24/2028		10,060		10,114		10,091		1.3	%
Vitesse Systems Parent, LLC	(5)	First lien senior secured loan	12.44% (S + 7.00%)	12/22/2028		31,130		30,388		31,130		3.8	%
						95,594		93,990		95,869		11.8	%
Automobile components
Clarios Global LP	(5)(6)	First lien senior secured loan	8.33% (S + 3.00%)	5/6/2030		10,060		10,102		10,076		1.3	%
Speedstar Holding LLC	(5)	First lien senior secured loan	12.74% (S + 7.25%)	1/22/2027		4,846		4,791		4,820		0.6	%
		First lien senior secured loan	12.71% (S + 7.25%)	1/22/2027		1,152		1,126		1,147		0.1	%
		First lien senior secured delayed draw loan	12.74% (S + 7.25%)	1/22/2027		271		265		269		0.0	%
Vehicle Accessories, Inc.	(5)	First lien senior secured loan	10.94% (S + 5.50%)	11/30/2026		26,626		26,341		26,626		3.3	%
		First lien senior secured revolving loan	10.94% (S + 5.50%)	11/30/2026		688		666		688		0.1	%
						43,643		43,291		43,626		5.4	%
Biotechnology
Alcami Corporation (Alcami)	(5)	First lien senior secured delayed draw loan	12.47% (S + 7.00%)	12/21/2028		853		804		870		0.1	%
		First lien senior secured revolving loan	12.49% (S + 7.00%)	12/21/2028		-		-		-		0.0	%
		First lien senior secured loan	12.49% (S + 7.00%)	12/21/2028		11,618		11,284		11,850		1.5	%
						12,471		12,088		12,720		1.6	%
Building products
Eastern Wholesale Fence	(5)	First lien senior secured loan	13.45% (S + 8.00%)	10/30/2025		18,624		18,176		18,624		2.3	%
		First lien senior secured revolving loan	13.47% (S + 8.00%)	10/30/2025		1,134		1,128		1,134		0.1	%
Ruff Roofers Buyer, LLC	(5)	First lien senior secured loan	11.08% (S + 5.75%)	11/19/2029		7,168		6,902		7,240		0.9	%
		First lien senior secured delayed draw loan	11.08% (S + 5.75%)	11/18/2024		-		-		-		0.0	%
		First lien senior secured delayed draw loan	11.08% (S + 5.75%)	11/17/2025		-		-		-		0.0	%
		First lien senior secured revolving loan	11.08% (S + 5.75%)	11/19/2029				-		-		0.0	%
						26,926		26,206		26,998		3.3	%
Capital markets
Atria Wealth Solutions, Inc.	(5)	First lien senior secured loan	12.07% (S + 6.50%)	5/31/2024		5,074		5,070		5,074		0.6	%
		First lien senior secured delayed draw loan	12.07% (S + 6.50%)	5/31/2024		3,210		3,206		3,210		0.4	%
						8,284		8,276		8,284		1.0	%
Chemicals
AkzoNobel Specialty Chemicals	(5)	First lien senior secured loan	9.42% (S + 4.00%)	4/3/2028		10,035		10,097		10,050		1.2	%
FAR Technologies Holdings, Inc.(f/k/a Cyalume Technologies Holdings, Inc.)	(5)	First lien senior secured loan	10.56% (S + 5.00%)	8/30/2024		1,274		1,272		1,274		0.2	%
Fralock Buyer LLC	(5)	First lien senior secured loan	11.56% (S + 6.00%)	3/31/2025		11,648		11,644		11,561		1.4	%
		First lien senior secured revolving loan	11.56% (S + 6.00%)	3/31/2025		449		449		446		0.1	%
Shrieve Chemical Company, LLC	(5)	First lien senior secured loan	11.80% (S + 6.38%)	12/2/2024		8,680		8,606		8,680		1.1	%
USALCO, LLC	(5)	First lien senior secured loan	11.56% (S + 6.00%)	10/19/2027		18,939		18,655		19,081		2.3	%
		First lien senior secured revolving loan	11.44% (S + 6.00%)	10/19/2026		1,494		1,468		1,505		0.2	%
						52,519		52,191		52,597		6.5	%

See accompanying notes to consolidated financial statements.

Kayne Anderson BDC, Inc.

Consolidated Schedule of Investments

As of March 31, 2024

(amounts in 000's, except number of shares, units)

(Unaudited)

				Maturity	Principal /		Amortized		Fair		Percentage
Portfolio Company⁽¹⁾	Footnotes	Investment ⁽²⁾	Interest Rate	Date	Par		Cost⁽³⁾⁽⁴⁾		Value		of Net Assets
Commercial services & supplies
Advanced Environmental Monitoring	(5)(7)	First lien senior secured loan	11.96% (S + 6.50%)	1/29/2026		10,158		10,014		10,158		1.3	%
Alight Solutions (Tempo Acquisition LLC)	(5)	First lien senior secured loan	8.08% (S + 2.75%)	8/31/2028		10,035		10,076		10,060		1.2	%
Allentown, LLC	(5)	First lien senior secured loan	11.43% (S + 6.00%)	4/22/2027		7,566		7,519		7,604		0.9	%
		First lien senior secured delayed draw loan	11.43% (S + 6.00%)	4/22/2027		1,367		1,352		1,374		0.2	%
		First lien senior secured revolving loan	11.43% (S + 6.00%)	4/22/2027		-		-		-		0.0	%
American Equipment Holdings LLC	(5)	First lien senior secured loan	11.86% (S + 6.00%)	11/5/2026		19,994		19,733		19,994		2.5	%
		First lien senior secured loan	11.59% (S + 6.00%)	11/5/2026		2,639		2,586		2,639		0.3	%
		First lien senior secured delayed draw loan	11.86% (S + 6.00%)	11/5/2026		6,223		6,089		6,223		0.8	%
		First lien senior secured delayed draw loan	11.51% (S + 6.00%)	11/5/2026		4,956		4,898		4,956		0.6	%
		First lien senior secured revolving loan	11.86% (S + 6.00%)	11/5/2026		-		-		-		0.0	%
Arborworks Acquisition LLC	(5)(8)(9)(10)	First lien senior secured loan		11/9/2028		4,688		4,688		4,688		0.6	%
		First lien senior secured revolving loan		11/9/2028		2,345		2,345		2,345		0.3	%
BLP Buyer, Inc. (Bishop Lifting Products)	(5)	First lien senior secured loan	11.08% (S + 5.75%)	12/22/2029		26,099		25,601		26,360		3.2	%
		First lien senior secured delayed draw loan	11.08% (S + 5.75%)	12/22/2029		637		601		644		0.1	%
		First lien senior secured revolving loan	11.08% (S + 5.75%)	12/22/2029		273		202		275		0.0	%
Gusmer Enterprises, Inc.	(5)	First lien senior secured loan	11.94% (S + 6.50%)	5/7/2027		4,735		4,675		4,735		0.5	%
		First lien senior secured delayed draw loan	11.94% (S + 6.50%)	5/7/2027		7,931		7,789		7,931		1.0	%
		First lien senior secured revolving loan	11.94% (S + 6.50%)	5/7/2027		-		-		-		0.0	%
PMFC Holding, LLC	(5)	First lien senior secured loan	12.98% (S + 7.50%)	7/31/2025		5,547		5,434		5,547		0.7	%
		First lien senior secured delayed draw loan	12.96% (S + 7.50%)	7/31/2025		2,782		2,780		2,782		0.3	%
		First lien senior secured revolving loan	12.97% (S + 7.50%)	7/31/2025		547		547		547		0.1	%
Regiment Security Partners LLC	(5)	First lien senior secured loan	15.48% (S + 8.00%)	9/15/2026		6,364		6,297		6,364		0.8	%
		First lien senior secured delayed draw loan	15.48% (S + 8.00%)	9/15/2026		2,602		2,583		2,602		0.3	%
		First lien senior secured revolving loan	15.48% (S + 8.00%)	9/15/2026		1,448		1,429		1,448		0.2	%
						128,936		127,238		129,276		15.9	%
Construction materials
Quikrete Holdings Inc	(5)	First lien senior secured loan	8.19% (S + 2.25%)	3/19/2029		14,962		14,962		14,962		1.8	%

Containers & packaging
Carton Packaging Buyer, Inc. (Century Box)	(5)	First lien senior secured loan	11.31% (S + 6.00%)	10/30/2028		24,200		23,572		24,201		3.0	%
		First lien senior secured revolving loan	11.31% (S + 6.00%)	10/30/2028		-		-		-		0.0	%
Drew Foam Companies, Inc.	(5)	First lien senior secured loan	12.70% (S + 7.25%)	11/5/2025		7,034		6,986		6,981		0.9	%
		First lien senior secured loan	12.72% (S + 7.25%)	11/5/2025		19,993		19,768		19,843		2.4	%
FCA, LLC (FCA Packaging)	(5)	First lien senior secured loan	11.59% (S + 6.50%)	7/18/2028		18,673		18,460		18,860		2.3	%
		First lien senior secured revolving loan	14.00% (P + 5.50%)	7/18/2028		1,780		1,751		1,798		0.2	%
Innopak Industries, Inc.	(5)	First lien senior secured loan	11.68% (S + 6.25%)	3/5/2027		28,154		27,538		28,154		3.5	%
						99,834		98,075		99,837		12.3	%

See accompanying notes to consolidated financial statements.

Kayne Anderson BDC, Inc.

Consolidated Schedule of Investments

As of March 31, 2024

(amounts in 000's, except number of shares, units)

(Unaudited)

				Maturity	Principal /		Amortized		Fair		Percentage
Portfolio Company⁽¹⁾	Footnotes	Investment ⁽²⁾	Interest Rate	Date	Par		Cost⁽³⁾⁽⁴⁾		Value		of Net Assets
Diversified consumer services
Fugue Finance B.V.	(5)(6)	First lien senior secured loan	9.07% (S + 3.75%)	2/26/2031		3,000		3,000		3,005		0.4	%

Diversified telecommunication services
Liberty Global/Vodafone Ziggo	(5)(6)	First lien senior secured loan	7.94% (S + 2.50%)	4/30/2028		10,060		9,951		9,907		1.2	%
Network Connex (f/k/a NTI Connect, LLC)	(5)	First lien senior secured loan	10.95% (S + 5.50%)	1/31/2026		5,182		5,130		5,182		0.6	%
Virgin Media Bristor LLC	(5)	First lien senior secured loan	7.94% (S + 2.50%)	1/31/2028		17,500		17,312		17,222		2.2	%
						32,742		32,393		32,311		4.0	%
Electrical equipment
Westinghouse (Wec US Holdings LTD)	(5)	First lien senior secured loan	8.08% (S + 2.75%)	1/25/2031		10,060		10,073		10,045		1.2	%

Entertainment
UFC Holdings LLC	(5)	First lien senior secured loan	8.34% (S + 2.75%)	4/29/2026		17,450		17,494		17,472		2.2	%

Food products
BC CS 2, L.P. (Cuisine Solutions)	(5)(6)(11)		13.55% (S + 8.00%)	7/8/2028		21,555		21,090		21,986		2.7	%
BR PJK Produce, LLC (Keany)	(5)	First lien senior secured loan	11.45% (S + 6.00%)	11/14/2027		29,490		28,932		29,711		3.7	%
		First lien senior secured delayed draw loan	11.48% (S + 6.00%)	11/14/2027		2,930		2,812		2,952		0.4	%
CCFF Buyer, LLC (California Custom Fruits & Flavors, LLC)	(5)	First lien senior secured loan	11.00% (S +5.75%)	2/26/2030		13,966		13,469		13,966		1.7	%
		First lien senior secured delayed draw loan	11.00% (S +5.75%)	2/26/2026		-		-		-		0.0	%
		First lien senior secured revolving loan	11.00% (S +5.75%)	2/26/2030		-		-		-		0.0	%
City Line Distributors, LLC	(5)	First lien senior secured loan	11.42% (S + 6.00%)	8/31/2028		8,873		8,673		8,962		1.1	%
		First lien senior secured delayed draw loan	11.43% (S + 6.00%)	8/31/2028		3,636		3,522		3,672		0.5	%
		First lien senior secured revolving loan	11.42% (S + 6.00%)	8/31/2028		-		-		-		0.0	%
Gulf Pacific Holdings, LLC	(5)	First lien senior secured loan	11.45% (S + 6.00%)	9/30/2028		20,129		19,811		20,028		2.5	%
		First lien senior secured delayed draw loan	11.48% (S + 6.00%)	9/30/2028		1,697		1,618		1,689		0.2	%
		First lien senior secured revolving loan	11.49% (S + 6.00%)	9/30/2028		2,697		2,607		2,683		0.3	%
IF&P Foods, LLC (FreshEdge)	(5)	First lien senior secured loan	10.88% (S + 5.63%)	10/3/2028		27,176		26,640		26,836		3.3	%
		First lien senior secured loan	11.26% (S + 6.00%)	10/3/2028		216		211		216		0.0	%
		First lien senior secured delayed draw loan	10.88% (S + 5.63%)	10/3/2028		4,035		3,963		3,984		0.5	%
		First lien senior secured revolving loan	10.95% (S + 5.63%)	10/3/2028		2,851		2,786		2,816		0.3	%
J&K Ingredients, LLC	(5)	First lien senior secured loan	11.58% (S + 6.25%)	11/16/2028		11,552		11,280		11,609		1.4	%
Siegel Egg Co., LLC	(5)	First lien senior secured loan	11.93% (S + 6.50%)	12/29/2026		14,532		14,380		13,588		1.7	%
		First lien senior secured revolving loan	11.93% (S + 6.50%)	12/29/2026		2,594		2,561		2,425		0.3	%
Worldwide Produce Acquisition, LLC	(5)	First lien senior secured delayed draw loan	11.56% (S + 6.25%)	1/18/2029		559		545		554		0.1	%
		First lien senior secured delayed draw loan	11.56% (S + 6.25%)	1/18/2029		464		437		460		0.1	%
		First lien senior secured revolving loan	11.56% (S + 6.25%)	1/18/2029		-		-		-		0.0	%
		First lien senior secured loan	11.56% (S + 6.25%)	1/18/2029		2,853		2,781		2,825		0.3	%
						171,805		168,118		170,962		21.1	%

See accompanying notes to consolidated financial statements.

Kayne Anderson BDC, Inc.

Consolidated Schedule of Investments

As of March 31, 2024

(amounts in 000's, except number of shares, units)

(Unaudited)

				Maturity	Principal /		Amortized		Fair		Percentage
Portfolio Company⁽¹⁾	Footnotes	Investment ⁽²⁾	Interest Rate	Date	Par		Cost⁽³⁾⁽⁴⁾		Value		of Net Assets
Health care providers & services
Brightview, LLC	(5)	First lien senior secured loan	11.44% (S + 6.00%)	12/14/2026		12,837		12,825		12,709		1.6	%
		First lien senior secured delayed draw loan	11.44% (S + 6.00%)	12/14/2026		1,714		1,711		1,697		0.2	%
		First lien senior secured revolving loan	11.44% (S + 6.00%)	12/14/2026		194		189		192		0.0	%
Guardian Dentistry Partners	(5)	First lien senior secured loan	11.94% (S + 6.50%)	8/20/2026		8,037		7,921		8,037		1.0	%
		First lien senior secured delayed draw loan	11.94% (S + 6.50%)	8/20/2026		15,643		15,445		15,643		1.9	%
		First lien senior secured delayed draw loan	11.94% (S + 6.50%)	8/20/2026		5,794		5,794		5,794		0.7	%
Guided Practice Solutions: Dental, LLC (GPS)	(5)	First lien senior secured delayed draw loan	11.69% (S + 6.25%)	12/28/2028		8,153		7,764		8,214		1.0	%
Light Wave Dental Management LLC	(5)	First lien senior secured revolving loan	12.30% (S + 7.00%)	6/30/2029		3,009		2,930		3,031		0.4	%
		First lien senior secured loan	12.30% (S + 7.00%)	6/30/2029		22,367		21,798		22,534		2.8	%
MVP VIP Borrower, LLC	(5)	First lien senior secured loan	11.80% (S + 6.50%)	1/3/2029		19,627		19,167		19,627		2.4	%
		First lien senior secured delayed draw loan	11.81% (S + 6.50%)	1/3/2029		1,583		1,546		1,583		0.2	%
Refocus Management Services, LLC	(5)	First lien senior secured loan	11.66% (S + 6.25%)	2/14/2029		18,359		17,693		18,359		2.3	%
		First lien senior secured delayed draw loan	11.66% (S + 6.25%)	8/14/2025		-		-		-		0.0	%
		First lien senior secured revolving loan	11.66% (S + 6.25%)	2/14/2029		-		-		-		0.0	%
SGA Dental Partners Holdings, LLC	(5)	First lien senior secured loan	11.59% (S + 6.00%)	12/30/2026		11,797		11,646		11,797		1.4	%
		First lien senior secured loan	11.56% (S + 6.00%)	12/30/2026		1,677		1,567		1,677		0.2	%
		First lien senior secured delayed draw loan	11.59% (S + 6.00%)	12/30/2026		10,996		10,861		10,996		1.4	%
		First lien senior secured delayed draw loan	11.59% (S + 6.00%)	12/31/2024		-		-		-		0.0	%
		First lien senior secured revolving loan	11.59% (S + 6.00%)	12/30/2026		-		-		-		0.0	%
						141,787		138,857		141,890		17.5	%
Health care equipment & supplies
LSL Industries, LLC (LSL Healthcare)	(5)	First lien senior secured loan	12.44% (S + 7.00%)	11/3/2027		19,479		18,910		19,285		2.4	%
		First lien senior secured delayed draw loan	12.44% (S + 7.00%)	11/3/2024		-		-		-		0.0	%
		First lien senior secured revolving loan	12.44% (S + 7.00%)	11/3/2027		-		-		-		0.0	%
Medline Borrower LP	(5)	First lien senior secured loan	8.20% (S + 2.75%)	10/23/2028		10,060		10,106		10,081		1.2	%
						29,539		29,016		29,366		3.6	%

See accompanying notes to consolidated financial statements.

Kayne Anderson BDC, Inc.

Consolidated Schedule of Investments

As of March 31, 2024

(amounts in 000's, except number of shares, units)

(Unaudited)

				Maturity	Principal /		Amortized		Fair		Percentage
Portfolio Company⁽¹⁾	Footnotes	Investment ⁽²⁾	Interest Rate	Date	Par		Cost⁽³⁾⁽⁴⁾		Value		of Net Assets
Hotels, restaurants & leisure
Inspire Brands	(5)	First lien senior secured loan	8.18% (S+ 2.75%)	12/15/2027		10,060		10,085		10,059		1.3	%
Restaurant Brands (1011778 BC ULC)	(5)(6)	First lien senior secured loan	7.58% (S+ 2.25%)	9/23/2030		17,456		17,476		17,439		2.1	%
						27,516		27,561		27,498		3.4	%
Household durables
Curio Brands, LLC	(5)	First lien senior secured loan	10.68% (S + 5.25%)	12/21/2027		17,128		16,833		17,000		2.1	%
		First lien senior secured revolving loan	10.68% (S + 5.25%)	12/21/2027		-		-		-		0.0	%
		First lien senior secured delayed draw loan	10.68% (S + 5.25%)	12/21/2027		4,111		4,111		4,080		0.5	%
						21,239		20,944		21,080		2.6	%
Household products
Home Brands Group Holdings, Inc. (ReBath)	(5)	First lien senior secured loan	10.20% (S + 4.75%)	11/8/2026		16,738		16,534		16,738		2.1	%
		First lien senior secured revolving loan	10.20% (S + 4.75%)	11/8/2026		-		-		-		0.0	%
						16,738		16,534		16,738		2.1	%
Insurance
Allcat Claims Service, LLC	(5)	First lien senior secured loan	11.43% (S + 6.00%)	7/7/2027		7,697		7,586		7,697		0.9	%
		First lien senior secured delayed draw loan	11.43% (S + 6.00%)	7/7/2027		21,550		21,190		21,550		2.7	%
		First lien senior secured revolving loan	11.43% (S + 6.00%)	7/7/2027		-		-		-		0.0	%
AmWINS Group Inc	(5)	First lien senior secured loan	7.69% (S + 2.25%)	2/19/2028		10,034		10,051		10,032		1.2	%
						39,281		38,827		39,279		4.8	%
IT services
Asurion	(5)	First lien senior secured loan	8.69% (S+ 3.25%)	12/23/2026		6,782		6,782		6,635		0.8	%
Domain Information Services Inc. (Integris)	(5)	First lien senior secured loan	11.23% (S + 5.75%)	6/30/2026		20,392		20,114		20,392		2.5	%
Improving Acquisition LLC	(5)	First lien senior secured loan	12.19% (S + 6.50%)	7/26/2027		31,571		31,099		31,413		3.9	%
		First lien senior secured revolving loan	12.19% (S + 6.50%)	7/26/2027		-		-		-		0.0	%
						58,745		57,995		58,440		7.2	%
Leisure products
BCI Burke Holding Corp.	(5)	First lien senior secured loan	11.06% (S + 5.50%)	12/14/2027		14,432		14,296		14,720		1.8	%
		First lien senior secured delayed draw loan	11.06% (S + 5.50%)	12/14/2027		542		514		553		0.1	%
		First lien senior secured revolving loan	11.06% (S + 5.50%)	6/14/2027		-		-		-		0.0	%
MacNeill Pride Group	(5)	First lien senior secured loan	11.81% (S + 6.25%)	4/22/2026		8,233		8,182		8,109		1.0	%
		First lien senior secured delayed draw loan	11.81% (S + 6.25%)	4/22/2026		3,269		3,234		3,220		0.4	%
		First lien senior secured revolving loan	11.81% (S + 6.25%)	4/22/2026		599		584		590		0.1	%
Pixel Intermediate, LLC	(5)(6)	First lien senior secured loan	11.56% (S + 6.25%)	2/1/2029		20,880		20,369		20,880		2.6	%
		First lien senior secured revolving loan	11.59% (S + 6.25%)	2/1/2029		3,766		3,613		3,766		0.5	%
Trademark Global LLC	(5)	First lien senior secured loan	12.93% (S +5.75%, 1.50% is PIK)	7/30/2024		11,850		11,838		10,606		1.3	%
		First lien senior secured revolving loan	12.93% (S +5.75%, 1.50% is PIK)	7/30/2024		2,642		2,636		2,364		0.3	%
VENUplus, Inc. (f/k/a CTM Group, Inc.)	(5)	First lien senior secured loan	12.24% (S + 6.75%)	11/30/2026		4,409		4,325		4,365		0.4	%
						70,622		69,591		69,173		8.5	%

See accompanying notes to consolidated financial statements.

Kayne Anderson BDC, Inc.

Consolidated Schedule of Investments

As of March 31, 2024

(amounts in 000's, except number of shares, units)

(Unaudited)

				Maturity	Principal /		Amortized		Fair		Percentage
Portfolio Company⁽¹⁾	Footnotes	Investment ⁽²⁾	Interest Rate	Date	Par		Cost⁽³⁾⁽⁴⁾		Value		of Net Assets
Machinery
PVI Holdings, Inc	(5)	First lien senior secured loan	11.79% (S + 6.39%)	1/18/2028		23,835		23,556		24,252		3.0	%
Techniks Holdings, LLC / Eppinger Holdings Germany GMBH	(5)(6)	First lien senior secured loan	12.70% (S + 7.25%)	2/4/2025		24,750		24,481		24,688		3.1	%
		First lien senior secured revolving loan	11.71% (S + 6.25%)	2/4/2025		1,050		1,024		1,047		0.1	%
						49,635		49,061		49,987		6.2	%
Media
Authentic Brands	(5)	First lien senior secured loan	8.93% (S + 3.50%)	12/21/2028		10,034		10,089		10,066		1.2	%
Directv Financing LLC	(5)	First lien senior secured loan	10.44% (S + 5.00%)	8/2/2027		16,923		17,045		16,930		2.1	%
						26,957		27,134		26,996		3.3	%
Personal care products
DRS Holdings III, Inc. (Dr. Scholl’s)	(5)	First lien senior secured loan	11.71% (S + 6.25%)	11/1/2025		10,973		10,930		10,946		1.4	%
		First lien senior secured revolving loan	11.68% (S + 6.25%)	11/1/2025		-		-		-		0.0	%
PH Beauty Holdings III, Inc.	(5)	First lien senior secured loan	10.72% (S + 5.00%)	9/28/2025		9,417		9,277		9,205		1.1	%
Silk Holdings III Corp. (Suave)	(5)	First lien senior secured loan	13.06% (S + 7.75%)	5/1/2029		19,850		19,320		20,247		2.5	%
						40,240		39,527		40,398		5.0	%
Pharmaceuticals
Foundation Consumer Brands	(5)	First lien senior secured loan	11.73% (S + 6.25%)	2/12/2027		6,754		6,720		6,821		0.8	%
		First lien senior secured revolving loan	11.73% (S + 6.25%)	2/12/2027		-		-		-		0.0	%
Jazz Pharmaceuticals	(5)(6)	First lien senior secured loan	8.44% (S + 3.00%)	5/5/2028		17,450		17,581		17,537		2.2	%
Organon & Co	(5)(6)	First lien senior secured loan	8.43% (S + 3.00%)	6/2/2028		17,500		17,579		17,544		2.2	%
						41,704		41,880		41,902		5.2	%
Professional services
4 Over International, LLC	(5)	First lien senior secured loan	12.43% (S + 7.00%)	12/7/2026		19,291		18,660		19,244		2.4	%
DISA Holdings Corp. (DISA)	(5)	First lien senior secured delayed draw loan	10.84% (S + 5.50%)	9/9/2028		8,372		8,124		8,372		1.0	%
		First lien senior secured revolving loan	10.84% (S + 5.50%)	9/9/2028		-		-		-		0.0	%
		First lien senior secured loan	10.34% (S + 5.50%)	9/9/2028		1,317		1,298		1,317		0.2	%
		First lien senior secured loan	10.34% (S + 5.50%)	9/9/2028		22,121		21,594		22,121		2.7	%
Dun & Bradstreet Corp	(5)	First lien senior secured loan	8.08% (S + 2.75%)	1/18/2029		10,060		10,073		10,057		1.2	%
Envirotech Services, LLC	(5)	First lien senior secured loan	11.32% (S + 6.00%)	1/18/2029		33,296		32,425		33,296		4.1	%
		First lien senior secured revolving loan	11.32% (S + 6.00%)	1/18/2029		-		-		-		0.0	%
						94,457		92,174		94,407		11.6	%

See accompanying notes to consolidated financial statements.

Kayne Anderson BDC, Inc.

Consolidated Schedule of Investments

As of March 31, 2024

(amounts in 000's, except number of shares, units)

(Unaudited)

				Maturity	Principal /		Amortized		Fair		Percentage
Portfolio Company⁽¹⁾	Footnotes	Investment ⁽²⁾	Interest Rate	Date	Par		Cost⁽³⁾⁽⁴⁾		Value		of Net Assets
Semiconductors & semiconductor equipment
MKS Instruments	(5)(6)	First lien senior secured loan	7.82% (S + 2.50%)	8/17/2029		17,455		17,521		17,444		2.1	%

Software
AIDC Intermediate Co 2, LLC (Peak Technologies)	(5)	First lien senior secured loan	11.72% (S + 6.25%)	7/22/2027		34,563		33,710		34,908		4.3	%

Specialty retail
Great Outdoors Group, LLC	(5)	First lien senior secured loan	9.19% (S + 3.75%)	3/6/2028		17,455		17,505		17,453		2.2	%
Harbor Freight Tools USA Inc	(5)	First lien senior secured loan	8.19% (S + 2.75%)	10/19/2027		17,500		17,513		17,482		2.1	%
Sundance Holdings Group, LLC	(5)(7)	First lien senior secured loan	14.98% (S + 8.00%), 1.50% is PIK	5/1/2024		9,367		9,319		9,063		1.1	%
		First lien senior secured delayed draw loan	14.98% (S + 8.00%), 1.50% is PIK	5/1/2024		3		3		4		0.0	%
						44,325		44,340		44,002		5.4	%
Textiles, apparel & luxury goods
American Soccer Company, Incorporated (SCORE)	(5)	First lien senior secured loan	12.70% (S + 7.25%)	7/20/2027		29,741		29,275		28,923		3.6	%
		First lien senior secured revolving loan	12.72% (S + 7.25%)	7/20/2027		2,838		2,781		2,760		0.3	%
BEL USA, LLC	(5)	First lien senior secured loan	12.48% (S + 7.00%)	6/2/2026		5,786		5,760		5,786		0.7	%
		First lien senior secured loan	12.48% (S + 7.00%)	6/2/2026		95		95		95		0.0	%
YS Garments, LLC	(5)	First lien senior secured loan	12.92% (S + 7.50%)	8/9/2026		6,792		6,712		6,673		0.8	%
						45,252		44,623		44,237		5.4	%
Trading companies & distributors
BCDI Meteor Acquisition, LLC (Meteor)	(5)	First lien senior secured loan	12.40% (S + 7.00%)	6/29/2028		16,256		15,931		16,418		2.0	%
Broder Bros., Co.	(5)	First lien senior secured loan	11.56% (S+ 6.00%)	12/4/2025		4,583		4,410		4,583		0.6	%
CGI Automated Manufacturing, LLC	(5)	First lien senior secured loan	12.56% (S + 7.00%)	12/17/2026		20,377		19,775		20,377		2.5	%
		First lien senior secured loan	12.56% (S + 7.00%)	12/17/2026		6,637		6,526		6,637		0.8	%
		First lien senior secured delayed draw loan	12.56% (S + 7.00%)	12/17/2026		3,592		3,496		3,592		0.4	%
		First lien senior secured revolving loan	12.57% (S + 7.00%)	12/17/2026		1,007		930		1,008		0.1	%
EIS Legacy, LLC	(5)	First lien senior secured loan	11.19% (S + 5.75%)	11/1/2027		18,018		17,685		18,018		2.2	%
		First lien senior secured loan	11.17% (S + 5.75%)	11/1/2027		9,642		9,467		9,642		1.2	%
		First lien senior secured delayed draw loan	11.19% (S + 5.75%)	4/20/2025		-		-		-		0.0	%
		First lien senior secured revolving loan	11.19% (S + 5.75%)	11/1/2027		-		-		-		0.0	%
Engineered Fastener Company, LLC (EFC International)	(5)	First lien senior secured loan	11.95% (S + 6.50%)	11/1/2027		23,545		23,080		24,133		3.0	%
Genuine Cable Group, LLC	(5)	First lien senior secured loan	11.18% (S + 5.75%)	11/1/2026		28,983		28,322		28,911		3.6	%
		First lien senior secured loan	11.18% (S + 5.75%)	11/1/2026		5,492		5,347		5,478		0.7	%
I.D. Images Acquisition, LLC	(5)	First lien senior secured loan	11.70% (S + 6.25%)	7/30/2026		13,615		13,512		13,615		1.7	%
		First lien senior secured delayed draw loan	11.70% (S + 6.25%)	7/30/2026		2,479		2,447		2,479		0.3	%
		First lien senior secured loan	11.68% (S + 6.25%)	7/30/2026		4,510		4,451		4,510		0.6	%
		First lien senior secured loan	11.70% (S + 6.25%)	7/30/2026		1,041		1,031		1,041		0.1	%
		First lien senior secured revolving loan	11.70% (S + 6.25%)	7/30/2026		-		-		-		0.0	%

See accompanying notes to consolidated financial statements.

Kayne Anderson BDC, Inc.

Consolidated Schedule of Investments

As of March 31, 2024

(amounts in 000's, except number of shares, units)

(Unaudited)

				Maturity	Principal /		Amortized		Fair		Percentage
Portfolio Company⁽¹⁾	Footnotes	Investment ⁽²⁾	Interest Rate	Date	Par		Cost⁽³⁾⁽⁴⁾		Value		of Net Assets
Krayden Holdings, Inc.	(5)	First lien senior secured delayed draw loan	11.15% (S + 5.75%)	3/1/2025		-		-		-		0.0	%
		First lien senior secured delayed draw loan	11.15% (S + 5.75%)	3/1/2025		-		-		-		0.0	%
		First lien senior secured revolving loan	11.15% (S + 5.75%)	3/1/2029		-		-		-		0.0	%
		First lien senior secured loan	11.15% (S + 5.75%)	3/1/2029		9,467		9,131		9,467		1.2	%
OAO Acquisitions, Inc. (BearCom)	(5)	First lien senior secured loan	11.58% (S + 6.25%)	12/27/2029		21,370		20,995		21,584		2.7	%
		First lien senior secured delayed draw loan	11.58% (S + 6.25%)	12/27/2025		-		-		-		0.0	%
		First lien senior secured revolving loan	11.58% (S + 6.25%)	12/27/2029		-		-		-		0.0	%
United Safety & Survivability Corporation (USSC)	(5)	First lien senior secured loan	11.96% (S + 6.50%)	9/30/2027		12,404		12,135		12,404		1.4	%
		First lien senior secured loan	11.98% (S + 6.50%)	9/28/2027		1,603		1,492		1,603		0.2	%
		First lien senior secured delayed draw loan	11.98% (S + 6.50%)	9/30/2027		3,153		3,106		3,153		0.4	%
		First lien senior secured revolving loan	11.98% (S + 6.50%)	9/30/2027		1,339		1,329		1,339		0.2	%
Univar (Windsor Holdings LLC)	(5)	First lien senior secured loan	9.33% (S + 4.00%)	8/1/2030		10,035		10,102		10,054		1.2	%
						219,148		214,700		220,046		27.1	%
Wireless telecommunication services
Centerline Communications, LLC	(5)	First lien senior secured loan	12.48% (S + 6.00%), 1.00% is PIK	8/10/2027		14,945		14,726		13,936		1.8	%
		First lien senior secured loan	13.48% (S + 8.00%)	8/10/2027		852		831		795		0.1	%
		First lien senior secured delayed draw loan	12.48% (S + 6.00%), 1.00% is PIK	8/10/2027		7,044		6,942		6,568		0.8	%
		First lien senior secured delayed draw loan	12.48% (S + 6.00%), 1.00% is PIK	8/10/2027		6,202		6,103		5,783		0.7	%
		First lien senior secured revolving loan	12.48% (S + 6.00%), 1.00% is PIK	8/10/2027		1,805		1,780		1,805		0.2	%
		First lien senior secured loan	12.48% (S + 6.00%), 1.00% is PIK	8/10/2027		1,020		995		952		0.1	%
						31,868		31,377		29,839		3.7	%
Total Debt Investments						1,769,297		1,742,767		1,765,594		217.5	%

See accompanying notes to consolidated financial statements.

Kayne Anderson BDC, Inc.

Consolidated Schedule of Investments

As of March 31, 2024

(amounts in 000's, except number of shares, units)

(Unaudited)

		Number of				Fair		Percentage
	Footnotes	Shares/Units		Cost		Value		of Net Assets
Equity Investments(10)
Automobile components
Vehicle Accessories, Inc. - Class A common	(12)		128,250		-		355		0.1	%
Vehicle Accessories, Inc. - preferred	(12)		250,000		250		298		0.0	%
					250		653		0.1	%
Commercial services & supplies
American Equipment Holdings LLC - Class A units	(13)		426		284		639		0.1	%
BLP Buyer, Inc. (Bishop Lifting Products) - Class A common	(14)		582,469		652		1,200		0.1	%
Arborworks Acquisition LLC - Class A preferred units	(10)		21,716		9,179		9,166		1.1	%
Arborworks Acquisition LLC - Class B preferred units	(10)		21,716		-		-		0.0	%
Arborworks Acquisition LLC - Class A common units	(10)		2,604		-		-		0.0	%
					10,115		11,005		1.3	%
Food products
BC CS 2, L.P. (Cuisine Solutions)	(6)(11)		2,000,000		2,000		2,834		0.4	%
CCFF Parent, LLC (California Custom Fruits & Flavors, LLC) – Class A-1 units	(15)		750		750		750		0.1	%
City Line Distributors, LLC - Class A units	(15)		669,866		670		777		0.1	%
Gulf Pacific Holdings, LLC - Class A common	(13)		250		250		137		0.0	%
Gulf Pacific Holdings, LLC - Class C common	(13)		250		-		-		0.0	%
IF&P Foods, LLC (FreshEdge) - Class A preferred	(13)		750		750		905		0.1	%
IF&P Foods, LLC (FreshEdge) - Class B common	(13)		750		-		-		0.0	%
Siegel Parent, LLC – common	(16)		250		250		72		0.0	%
Siegel Parent, LLC - Convertible note	(16)		17		17		17		0.0	%
					4,687		5,492		0.7	%
Healthcare equipment & supplies
LSL Industries, LLC (LSL Healthcare) – common	(13)		7,500		750		516		0.1	%
IT services
Domain Information Services Inc. (Integris) – common			250,000		250		344		0.0	%
Specialty retail
Sundance Direct Holdings, Inc. - common			21,479		-		-		0.0	%
Textiles, apparel & luxury goods
American Soccer Company, Incorporated (SCORE) – common	(16)		1,000,000		1,000		441		0.1	%
Total Equity Investments					17,052		18,451		2.3	%

Total Debt and Equity Investments					1,759,819		1,784,045		219.8	%

		Number of				Fair			Percentage
	Footnotes	Shares		Cost		Value			of Net Assets
Short-Term Investments
Morgan Stanley Institutional Liquidity Fund, Institutional Class, 5.16%	(17)		10,868,089		10,868		10,868			1.3	%
Total Short-Term Investments			10,868,089		10,868		10,868			1.3	%

Total Investments				$	1,770,687	$	1,794,913			221.1	%

Liabilities in Excess of Other Assets							(983,356	)		(121.1	)%
Net Assets						$	811,557			100.0	%

(1)

As of March 31, 2024, all investments are non-controlled, non-affiliated investments. Non-controlled, non-affiliated investments are defined as investments in which the Company owns less than 5% of the portfolio company’s outstanding voting securities and does not have the power to exercise control over the management or policies of such portfolio company.

(2)	Debt investments are pledged to the Company’s credit facilities, and a single debt investment may be divided into parts that are individually pledged to separate credit facilities.

(3)	The amortized cost represents the original cost adjusted for the amortization of discounts and premiums, as applicable, on debt investments using the effective interest method.

See accompanying notes to consolidated financial statements.

Kayne Anderson BDC, Inc.

Consolidated Schedule of Investments

As of March 31, 2024

(amounts in 000's, except number of shares, units)

(Unaudited)

(4)

As of March 31, 2024, the tax cost of the Company’s investments approximates their amortized cost.

(5)

Loan contains a variable rate structure, that may be subject to an interest rate floor. Variable rate loans bear interest at a rate that may be determined by reference to either the Secured Overnight Funding Rate (“SOFR” or “S”) (which can include one-, three- or six-month SOFR), or an alternate base rate (which can include the Federal Funds Effective Rate or the Prime Rate or “P”).

(6)

Non-qualifying investment as defined by Section 55(a) of the Investment Company Act of 1940. The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total assets. As of March 31, 2024, 10.1% of the Company’s total assets were in non-qualifying investments.

(7)

The Company may be entitled to receive additional interest as a result of an arrangement with other lenders in the syndication. In exchange for the higher interest rate, the “last-out” portion is at a greater risk of loss. Certain lenders represent a “first out” portion of the investment and have priority to the “last-out” portion with respect to payments of principal and interest.

(8)

Debt investment on non-accrual status as of March 31, 2024.

(9)

Non-income producing investment.

(10)

In November 2023, the Company completed a restructure of the investment in Arborworks Acquisition LLC whereby the existing term loan and revolver were restructured to a new term loan and preferred and common equity. KABDC Corp II, LLC, a wholly owned subsidiary of the Company, holds the preferred and common equity of Arborworks Acquisition LLC that the Company owns following this restructure.

(11)

The Company has a senior secured loan in an investment vehicle (BC CS 2, L.P.) that is collateralized by a preferred stock investment in Cuisine Solutions, Inc..

(12)

The Company owns 0.19% of the common equity and 0.43% of the preferred equity of Vehicle Accessories, Inc.

(13)

The Company owns 26.81% of a pass-through, taxable limited liability company, KSCF IV Equity Aggregator Blocker, LLC (the “Aggregator Blocker”), which holds the Company’s equity investments in American Equipment Holdings LLC, Gulf Pacific Holdings, LLC, IF&P Foods, LLC (FreshEdge) and LSL Industries, LLC (LSL Healthcare). Through the Company’s ownership of the Aggregator Blocker, the Company owns the respective units of each company listed above in the Schedule of Investments.

(14)

The Company owns 0.53% of the common equity BLP Buyer, Inc. (Bishop Lifting Products).

(15)	KABDC Corp, LLC, a wholly owned subsidiary of the Company, owns 0.62% of the common equity of City Line Distributors, LLC and 0.75% of the common equity of CCFF Parent, LLC (California Custom Fruits & Flavors, LLC).

(16)

The Company owns 25.31% of a pass-through limited liability company, KSCF IV Equity Aggregator, LLC (the “Aggregator”), which holds the Company’s equity investments in Siegel Parent, LLC and American Soccer Company, Incorporated (SCORE). The Aggregator’s ownership of Siegel Parent, LLC is 1.1442%. Through the Company’s ownership of the Aggregator, the Company owns the respective units of each company listed above in the Schedule of Investments.

(17)

The indicated rate is the yield as of March 31, 2024.

See accompanying notes to consolidated financial statements.

Kayne Anderson BDC, Inc.

Consolidated Schedule of Investments

As of December 31, 2023

(amounts in 000’s, except number of shares, units)

				Maturity	Principal /		Amortized		Fair		Percentage
Portfolio Company⁽¹⁾	Footnotes	Investment⁽²⁾	Interest Rate	Date	Par		Cost⁽³⁾⁽⁴⁾		Value		of Net Assets
Debt and Equity Investments
Private Credit Investments⁽⁵⁾
Aerospace & defense
Basel U.S. Acquisition Co., Inc. (IAC)	(6)	First lien senior secured revolving loan	11.51% (S + 6.00%)	12/5/2028	$	-	$	-	$	-		0.0	%
		First lien senior secured loan	11.51% (S + 6.00%)	12/5/2028		18,494		18,066		18,679		2.7	%
Fastener Distribution Holdings, LLC		First lien senior secured loan	12.00% (S + 6.50%)	10/1/2025		20,494		20,090		20,494		3.0	%
		First lien senior secured delayed draw loan	12.00% (S + 6.50%)	10/1/2025		9,098		9,009		9,098		1.3	%
Precinmac (US) Holdings, Inc.		First lien senior secured loan	11.46% (S + 6.00%)	8/31/2027		5,352		5,281		5,272		0.8	%
		First lien senior secured delayed draw loan	11.46% (S + 6.00%)	8/31/2027		1,102		1,087		1,086		0.2	%
Vitesse Systems Parent, LLC		First lien senior secured loan	12.63% (S + 7.00%)	12/22/2028		31,208		30,430		31,208		4.6	%
						85,748		83,963		85,837		12.6	%
Automobile components
Speedstar Holding LLC		First lien senior secured loan	12.79% (S + 7.25%)	1/22/2027		6,012		5,925		5,982		0.9	%
		First lien senior secured delayed draw loan	12.78% (S + 7.25%)	1/22/2027		271		265		270		0.0	%
Vehicle Accessories, Inc.		First lien senior secured loan	10.72% (S + 5.25%)	11/30/2026		21,011		20,770		21,011		3.1	%
		First lien senior secured revolving loan	10.72% (S + 5.25%)	11/30/2026		-		-		-		0.0	%
						27,294		26,960		27,263		4.0	%
Biotechnology
Alcami Corporation (Alcami)		First lien senior secured delayed draw loan	12.46% (S + 7.00%)	6/30/2024		-		-		-		0.0	%
		First lien senior secured revolving loan	12.46% (S + 7.00%)	12/21/2028		-		-		-		0.0	%
		First lien senior secured loan	12.46% (S + 7.00%)	12/21/2028		11,618		11,197		11,850		1.7	%
						11,618		11,197		11,850		1.7	%
Building products
Ruff Roofers Buyer, LLC		First lien senior secured loan	11.08% (S + 5.75%)	11/19/2029		7,186		6,910		7,186		1.1	%
		First lien senior secured delayed draw loan	11.08% (S + 5.75%)	11/17/2024		-		-		-		0.0	%
		First lien senior secured delayed draw loan	11.08% (S + 5.75%)	11/17/2025		-		-		-		0.0	%
		First lien senior secured revolving loan	11.08% (S + 5.75%)	11/19/2029		-		-		-		0.0	%
Eastern Wholesale Fence		First lien senior secured loan	13.50% (S + 8.00%)	10/30/2025		20,271		19,875		20,069		2.9	%
		First lien senior secured revolving loan	13.50% (S + 8.00%)	10/30/2025		368		364		365		0.0	%
						27,825		27,149		27,620		4.0	%
Capital markets
Atria Wealth Solutions, Inc.		First lien senior secured loan	11.97% (S + 6.50%)	5/31/2024		5,087		5,080		5,087		0.7	%
		First lien senior secured delayed draw loan	11.97% (S + 6.50%)	5/31/2024		3,218		3,211		3,218		0.5	%
						8,305		8,291		8,305		1.2	%
Chemicals
FAR Technologies Holdings, Inc.(f/k/a Cyalume Technologies Holdings, Inc.)		First lien senior secured loan	10.61% (S + 5.00%)	8/30/2024		1,274		1,271		1,274		0.2	%
Fralock Buyer LLC		First lien senior secured loan	11.61% (S + 6.00%)	4/17/2024		11,654		11,628		11,567		1.7	%
		First lien senior secured revolving loan	11.61% (S + 6.00%)	4/17/2024		449		449		446		0.1	%
Shrieve Chemical Company, LLC		First lien senior secured loan	11.90% (S + 6.38%)	12/2/2024		8,720		8,628		8,720		1.3	%
USALCO, LLC		First lien senior secured loan	11.61% (S + 6.00%)	10/19/2027		18,989		18,684		18,989		2.8	%
		First lien senior secured revolving loan	11.47% (S + 6.00%)	10/19/2026		1,049		1,021		1,049		0.1	%
						42,135		41,681		42,045		6.2	%
Commercial services & supplies
Advanced Environmental Monitoring	(7)	First lien senior secured loan	12.01% (S + 6.50%)	1/29/2026		10,158		9,994		10,158		1.5	%
Allentown, LLC		First lien senior secured loan	11.46% (S + 6.00%)	4/22/2027		7,586		7,535		7,586		1.1	%
		First lien senior secured delayed draw loan	11.46% (S + 6.00%)	4/22/2027		1,370		1,354		1,370		0.2	%
		First lien senior secured revolving loan	13.50% (P + 5.00%)	4/22/2027		235		234		235		0.0	%

See accompanying notes to consolidated financial statements.

Kayne Anderson BDC, Inc.

Consolidated Schedule of Investments

As of December 31, 2023

(amounts in 000’s, except number of shares, units)

				Maturity	Principal /		Amortized		Fair		Percentage
Portfolio Company⁽¹⁾	Footnotes	Investment⁽²⁾	Interest Rate	Date	Par		Cost⁽³⁾⁽⁴⁾		Value		of Net Assets
American Equipment Holdings LLC		First lien senior secured loan	11.86% (S + 6.00%)	11/5/2026		20,045		19,812		19,945		2.9	%
		First lien senior secured delayed draw loan	11.88% (S + 6.00%)	11/5/2026		6,239		6,167		6,208		0.9	%
		First lien senior secured delayed draw loan	11.81% (S + 6.00%)	11/5/2026		4,969		4,905		4,944		0.7	%
		First lien senior secured revolving loan	11.74% (S + 6.00%)	11/5/2026		2,736		2,672		2,723		0.4	%
Arborworks Acquisition LLC	(8)(9)(10)	First lien senior secured loan		11/6/2028		4,688		4,688		4,688		0.7	%
		First lien senior secured revolving loan		11/6/2028		1,253		1,253		1,253		0.2	%
BLP Buyer, Inc. (Bishop Lifting Products)		First lien senior secured loan	11.11% (S + 5.75%)	12/22/2029		26,099		25,549		26,099		3.8	%
		First lien senior secured delayed draw loan	11.11% (S + 5.75%)	12/22/2025		-		-		-		0.0	%
		First lien senior secured revolving loan	11.11% (S + 5.75%)	12/22/2029		273		196		273		0.0	%
Gusmer Enterprises, Inc.		First lien senior secured loan	12.47% (S + 7.00%)	5/7/2027		4,747		4,682		4,735		0.7	%
		First lien senior secured delayed draw loan	12.47% (S + 7.00%)	5/7/2027		7,951		7,798		7,931		1.2	%
		First lien senior secured revolving loan	12.47% (S + 7.00%)	5/7/2027		-		-		-		0.0	%
PMFC Holding, LLC		First lien senior secured loan	13.02% (S + 7.50%)	7/31/2025		5,561		5,427		5,561		0.8	%
		First lien senior secured delayed draw loan	13.03% (S + 7.50%)	7/31/2025		2,789		2,787		2,789		0.4	%
		First lien senior secured revolving loan	13.03% (S + 7.50%)	7/31/2025		547		547		547		0.1	%
Regiment Security Partners LLC		First lien senior secured loan	13.52% (S + 8.00%)	9/15/2026		6,383		6,309		6,383		1.0	%
		First lien senior secured delayed draw loan	13.52% (S + 8.00%)	9/15/2026		2,609		2,588		2,609		0.4	%
		First lien senior secured revolving loan	13.52% (S + 8.00%)	9/15/2026		1,448		1,427		1,448		0.2	%
						117,686		115,924		117,485		17.2	%
Containers & packaging
Carton Packaging Buyer, Inc. (Century Box)		First lien senior secured loan	11.39% (S + 6.00%)	10/30/2028		24,261		23,605		24,262		3.6	%
		First lien senior secured revolving loan	11.39% (S + 6.00%)	10/30/2028		-		-		-		0.0	%
Drew Foam Companies, Inc.		First lien senior secured loan	12.75% (S + 7.25%)	11/5/2025		7,052		6,997		6,999		1.0	%
		First lien senior secured loan	12.80% (S + 7.25%)	11/5/2025		20,045		19,789		19,895		2.9	%
FCA, LLC (FCA Packaging)		First lien senior secured loan	11.90% (S + 6.50%)	7/18/2028		18,673		18,419		19,047		2.8	%

See accompanying notes to consolidated financial statements.

Kayne Anderson BDC, Inc.

Consolidated Schedule of Investments

As of December 31, 2023

(amounts in 000’s, except number of shares, units)

				Maturity	Principal /		Amortized		Fair		Percentage
Portfolio Company⁽¹⁾	Footnotes	Investment⁽²⁾	Interest Rate	Date	Par		Cost⁽³⁾⁽⁴⁾		Value		of Net Assets
		First lien senior secured revolving loan	11.90% (S + 6.50%)	7/18/2028		-		-		-		0.0	%
Innopak Industries, Inc.		First lien senior secured loan	11.71% (S + 6.25%)	3/5/2027		28,224		27,564		28,224		4.1	%
						98,255		96,374		98,427		14.4	%
Diversified telecommunication services
Network Connex (f/k/a NTI Connect, LLC)		First lien senior secured loan	11.00% (S + 5.50%)	1/31/2026		5,195		5,140		5,196		0.8	%
						5,195		5,140		5,196		0.8	%
Food products
BC CS 2, L.P. (Cuisine Solutions)	(6)(11)		13.55% (S + 8.00%)	7/8/2028		21,555		21,063		21,555		3.2	%
BR PJK Produce, LLC (Keany)		First lien senior secured loan	11.50% (S + 6.00%)	11/14/2027		29,564		28,973		29,564		4.3	%
		First lien senior secured delayed draw loan	11.46% (S + 6.00%)	11/14/2027		2,938		2,812		2,938		0.4	%
City Line Distributors, LLC		First lien senior secured loan	11.47% (S + 6.00%)	8/31/2028		8,895		8,576		8,895		1.3	%
		First lien senior secured delayed draw loan	11.47% (S + 6.00%)	3/3/2025		-		-		-		0.0	%
		First lien senior secured revolving loan	11.47% (S + 6.00%)	8/31/2028		-		-		-		0.0	%
Gulf Pacific Holdings, LLC		First lien senior secured loan	11.25% (S + 5.75%)	9/30/2028		20,180		19,847		20,079		2.9	%
		First lien senior secured delayed draw loan	11.38% (S + 5.75%)	9/30/2028		1,701		1,618		1,693		0.2	%
		First lien senior secured revolving loan	11.29% (S + 5.75%)	9/30/2028		2,697		2,602		2,683		0.4	%
IF&P Foods, LLC (FreshEdge)		First lien senior secured loan	11.07% (S + 5.63%)	10/3/2028		27,245		26,684		26,904		4.0	%
		First lien senior secured loan	11.48% (S + 6.00%)	10/3/2028		216		211		213		0.0	%
		First lien senior secured delayed draw loan	11.07% (S + 5.63%)	10/3/2028		4,045		3,969		3,994		0.6	%
		First lien senior secured revolving loan	10.91% (S + 5.63%)	10/3/2028		1,759		1,690		1,737		0.3	%
J&K Ingredients, LLC		First lien senior secured loan	11.63% (S + 6.25%)	11/16/2028		11,581		11,295		11,581		1.7	%
Siegel Egg Co., LLC		First lien senior secured loan	11.99% (S + 6.50%)	12/29/2026		15,466		15,290		14,616		2.1	%
		First lien senior secured revolving loan	11.99% (S + 6.50%)	12/29/2026		2,594		2,557		2,451		0.4	%
Worldwide Produce Acquisition, LLC		First lien senior secured delayed draw loan	11.60% (S + 6.25%)	1/18/2029		631		587		625		0.1	%
		First lien senior secured delayed draw loan	11.60% (S + 6.25%)	4/18/2024		-		-		-		0.0	%
		First lien senior secured revolving loan	11.60% (S + 6.25%)	1/18/2029		198		190		196		0.0	%
		First lien senior secured loan	11.60% (S + 6.25%)	1/18/2029		2,860		2,786		2,832		0.4	%
						154,125		150,750		152,556		22.3	%
Health care providers & services
Brightview, LLC		First lien senior secured loan	11.47% (S + 6.00%)	12/14/2026		12,870		12,855		12,645		1.9	%
		First lien senior secured delayed draw loan	11.47% (S + 6.00%)	12/14/2026		1,719		1,714		1,689		0.3	%
		First lien senior secured revolving loan	11.47% (S + 6.00%)	12/14/2026		774		774		761		0.1	%
Guardian Dentistry Partners		First lien senior secured loan	11.97% (S + 6.50%)	8/20/2026		8,057		7,929		8,057		1.2	%
		First lien senior secured delayed draw loan	11.97% (S + 6.50%)	8/20/2026		15,682		15,464		15,682		2.3	%
		First lien senior secured delayed draw loan	11.97% (S + 6.50%)	8/20/2026		5,808		5,808		5,808		0.9	%
Guided Practice Solutions: Dental, LLC (GPS)		First lien senior secured delayed draw loan	11.72% (S + 6.25%)	12/29/2025		6,475		6,056		6,475		0.9	%
Light Wave Dental Management LLC		First lien senior secured revolving loan	12.35% (S + 7.00%)	6/30/2029		2,181		2,099		2,181		0.3	%
		First lien senior secured loan	12.35% (S + 7.00%)	6/30/2029		22,423		21,834		22,423		3.3	%
SGA Dental Partners Holdings, LLC		First lien senior secured loan	11.67% (S + 6.00%)	12/30/2026		11,828		11,683		11,828		1.7	%
		First lien senior secured loan	11.61% (S + 6.00%)	12/30/2026		1,681		1,563		1,681		0.2	%
		First lien senior secured delayed draw loan	11.67% (S + 6.00%)	12/30/2026		11,024		10,856		11,024		1.6	%
		First lien senior secured delayed draw loan	11.67% (S + 6.00%)	4/19/2024		-		-		-		0.0	%
		First lien senior secured revolving loan	11.67% (S + 6.00%)	12/30/2026		-		-		-		0.0	%
						100,522		98,635		100,254		14.7	%

See accompanying notes to consolidated financial statements.

Kayne Anderson BDC, Inc.

Consolidated Schedule of Investments

As of December 31, 2023

(amounts in 000’s, except number of shares, units)

				Maturity	Principal /		Amortized		Fair		Percentage
Portfolio Company⁽¹⁾	Footnotes	Investment ⁽²⁾	Interest Rate	Date	Par		Cost⁽³⁾⁽⁴⁾		Value		of Net Assets
Health care equipment & supplies
LSL Industries, LLC (LSL Healthcare)		First lien senior secured loan	12.15% (S + 6.50%)	11/3/2027		19,529		18,911		19,334		2.8	%
		First lien senior secured delayed draw loan	12.15% (S + 6.50%)	11/3/2024		-		-		-		0.0	%
		First lien senior secured revolving loan	12.15% (S + 6.50%)	11/3/2027		-		-		-		0.0	%
						19,529		18,911		19,334		2.8	%
Household durables
Curio Brands, LLC		First lien senior secured loan	10.96% (S + 5.50%)	12/21/2027		17,173		16,859		16,830		2.5	%
		First lien senior secured revolving loan	10.96% (S + 5.50%)	12/21/2027		-		-		-		0.0	%
		First lien senior secured delayed draw loan	10.96% (S + 5.50%)	12/21/2027		4,121		4,121		4,039		0.6	%
						21,294		20,980		20,869		3.1	%
Household products
Home Brands Group Holdings, Inc. (ReBath)		First lien senior secured loan	10.29% (S + 4.75%)	11/8/2026		17,052		16,826		16,967		2.5	%
		First lien senior secured revolving loan	10.29% (S + 4.75%)	11/8/2026		-		-		-		0.0	%
						17,052		16,826		16,967		2.5	%
Insurance
Allcat Claims Service, LLC		First lien senior secured loan	11.53% (S + 6.00%)	7/7/2027		7,717		7,551		7,717		1.1	%
		First lien senior secured delayed draw loan	11.53% (S + 6.00%)	7/7/2027		21,605		21,266		21,605		3.2	%
		First lien senior secured revolving loan	11.53% (S + 6.00%)	7/7/2027		-		-		-		0.0	%
						29,322		28,817		29,322		4.3	%
IT services
Domain Information Services Inc. (Integris)		First lien senior secured loan	11.29% (S + 5.75%)	9/30/2025		20,444		20,122		20,342		3.0	%
Improving Acquisition LLC		First lien senior secured loan	12.22% (S + 6.50%)	7/26/2027		31,650		31,140		31,492		4.6	%
		First lien senior secured revolving loan	12.22% (S + 6.50%)	7/26/2027		-		-		-		0.0	%
						52,094		51,262		51,834		7.6	%
Leisure products
BCI Burke Holding Corp.		First lien senior secured loan	11.11% (S + 5.50%)	12/14/2027		15,373		15,219		15,603		2.3	%
		First lien senior secured delayed draw loan	11.11% (S + 5.50%)	12/14/2027		578		545		586		0.1	%
		First lien senior secured revolving loan	11.11% (S + 5.50%)	6/14/2027		-		-		-		0.0	%
VENUplus, Inc. (f/k/a CTM Group, Inc.)		First lien senior secured loan	12.29% (S + 6.75%)	11/30/2026		4,420		4,325		4,398		0.6	%
MacNeill Pride Group		First lien senior secured loan	11.86% (S + 6.25%)	4/22/2026		8,254		8,198		8,151		1.2	%
		First lien senior secured delayed draw loan	11.86% (S + 6.25%)	4/22/2026		3,277		3,221		3,236		0.5	%
		First lien senior secured revolving loan	11.86% (S + 6.25%)	4/22/2026		-		-		-		0.0	%
Trademark Global LLC		First lien senior secured loan	12.97% (S +7.50%, 1.50% is PIK)	7/30/2024		11,798		11,776		10,736		1.6	%
		First lien senior secured revolving loan	12.97% (S +7.50%, 1.50% is PIK)	7/30/2024		2,630		2,627		2,393		0.3	%
						46,330		45,911		45,103		6.6	%
Machinery
Pennsylvania Machine Works, LLC		First lien senior secured loan	11.61% (S + 6.00%)	3/6/2027		1,908		1,896		1,908		0.3	%
PVI Holdings, Inc		First lien senior secured loan	12.16% (S + 6.77%)	1/18/2028		23,895		23,602		24,074		3.5	%
Techniks Holdings, LLC / Eppinger Holdings Germany GMBH	(6)	First lien senior secured loan	12.75% (S + 7.25%)	2/4/2025		24,812		24,468		24,688		3.6	%
		First lien senior secured revolving loan	11.80% (S + 6.25%)	2/4/2025		1,050		1,003		1,045		0.2	%
						51,665		50,969		51,715		7.6	%
Personal care products
DRS Holdings III, Inc. (Dr. Scholl’s)		First lien senior secured loan	11.71% (S + 6.25%)	11/1/2025		11,004		10,954		11,004		1.6	%
		First lien senior secured revolving loan	11.71% (S + 6.25%)	11/1/2025		-		-		-		0.0	%
PH Beauty Holdings III, Inc.		First lien senior secured loan	10.65% (S + 5.00%)	9/28/2025		9,442		9,278		9,183		1.3	%
Silk Holdings III Corp. (Suave)		First lien senior secured loan	13.10% (S + 7.75%)	5/1/2029		19,900		19,351		20,298		3.0	%
						40,346		39,583		40,485		5.9	%
Pharmaceuticals
Foundation Consumer Brands		First lien senior secured loan	11.79% (S + 6.25%)	2/12/2027		6,781		6,744		6,832		1.0	%
		First lien senior secured revolving loan	11.79% (S + 6.25%)	2/12/2027		-		-		-		0.0	%
						6,781		6,744		6,832		1.0	%

See accompanying notes to consolidated financial statements.

Kayne Anderson BDC, Inc.

Consolidated Schedule of Investments

As of December 31, 2023

(amounts in 000’s, except number of shares, units)

				Maturity	Principal /		Amortized		Fair		Percentage
Portfolio Company⁽¹⁾	Footnotes	Investment⁽²⁾	Interest Rate	Date	Par		Cost⁽³⁾⁽⁴⁾		Value		of Net Assets
Professional services
4 Over International, LLC		First lien senior secured loan	12.46% (S + 7.00%)	12/7/2026		19,438		18,757		19,438		2.8	%
DISA Holdings Corp. (DISA)		First lien senior secured delayed draw loan	10.84% (S + 5.50%)	9/9/2028		3,714		3,578		3,714		0.5	%
		First lien senior secured revolving loan	10.84% (S + 5.50%)	9/9/2028		392		347		392		0.1	%
		First lien senior secured loan	10.84% (S + 5.50%)	9/9/2028		22,177		21,625		22,177		3.2	%
Universal Marine Medical Supply International, LLC (Unimed)		First lien senior secured loan	13.01% (S + 7.50%)	12/5/2027		13,527		13,253		13,527		2.0	%
		First lien senior secured revolving loan	13.00% (S + 7.50%)	12/5/2027		2,544		2,494		2,544		0.4	%
						61,792		60,054		61,792		9.0	%
Software
AIDC Intermediate Co 2, LLC (Peak Technologies)		First lien senior secured loan	11.80% (S + 6.25%)	7/22/2027		34,650		33,736		34,650		5.1	%
Specialty retail
Sundance Holdings Group, LLC	(7)	First lien senior secured loan	15.03% (S + 9.50%, 1.50% is PIK)	5/1/2024		9,210		9,022		8,911		1.3	%
		First lien senior secured delayed draw loan	15.03% (S + 9.50%, 1.50% is PIK)	5/1/2024		-		-		-		0.0	%
						9,210		9,022		8,911		1.3	%
Textiles, apparel & luxury goods
American Soccer Company, Incorporated (SCORE)		First lien senior secured loan	12.75% (S + 7.25%)	7/20/2027		29,816		29,317		29,145		4.3	%
		First lien senior secured revolving loan	12.75% (S + 7.25%)	7/20/2027		2,128		2,067		2,080		0.3	%
BEL USA, LLC		First lien senior secured loan	12.53% (S + 7.00%)	6/2/2026		5,804		5,774		5,804		0.8	%
		First lien senior secured loan	12.53% (S + 7.00%)	6/2/2026		96		95		96		0.0	%
YS Garments, LLC		First lien senior secured loan	13.00% (S + 7.50%)	8/9/2026		6,849		6,758		6,729		1.0	%
						44,693		44,011		43,854		6.4	%
Trading companies & distributors
BCDI Meteor Acquisition, LLC (Meteor)		First lien senior secured loan	12.45% (S + 7.00%)	6/29/2028		16,297		15,955		16,297		2.4	%
Broder Bros., Co.		First lien senior secured loan	11.61% (S+ 6.00%)	12/4/2025		4,640		4,439		4,640		0.7	%
CGI Automated Manufacturing, LLC		First lien senior secured loan	12.61% (S + 7.00%)	12/17/2026		20,510		19,849		20,459		3.0	%
		First lien senior secured loan	12.61% (S + 7.00%)	12/17/2026		6,681		6,559		6,664		1.0	%
		First lien senior secured delayed draw loan	12.61% (S + 7.00%)	12/17/2026		3,616		3,510		3,607		0.5	%

See accompanying notes to consolidated financial statements.

Kayne Anderson BDC, Inc.

Consolidated Schedule of Investments

As of December 31, 2023

(amounts in 000’s, except number of shares, units)

				Maturity	Principal /		Amortized		Fair		Percentage
Portfolio Company⁽¹⁾	Footnotes	Investment⁽²⁾	Interest Rate	Date	Par		Cost⁽³⁾⁽⁴⁾		Value		of Net Assets
		First lien senior secured revolving loan	12.61% (S + 7.00%)	12/17/2026		327		244		327		0.0	%
EIS Legacy, LLC		First lien senior secured loan	11.24% (S + 5.75%)	11/1/2027		18,079		17,838		18,079		2.6	%
		First lien senior secured loan	11.27% (S + 5.75%)	11/1/2027		9,666		9,356		9,666		1.4	%
		First lien senior secured delayed draw loan	11.24% (S + 5.75%)	4/20/2025		-		-		-		0.0	%
		First lien senior secured revolving loan	11.24% (S + 5.75%)	11/1/2027		-		-		-		0.0	%
Engineered Fastener Company, LLC (EFC International)		First lien senior secured loan	12.00% (S + 6.50%)	11/1/2027		23,604		23,113		23,899		3.5	%
Genuine Cable Group, LLC		First lien senior secured loan	10.96% (S + 5.50%)	11/1/2026		29,057		28,336		28,984		4.2	%
		First lien senior secured loan	10.96% (S + 5.50%)	11/1/2026		5,506		5,347		5,492		0.8	%
I.D. Images Acquisition, LLC		First lien senior secured loan	11.75% (S + 6.25%)	7/30/2026		13,651		13,538		13,651		2.0	%
		First lien senior secured delayed draw loan	11.75% (S + 6.25%)	7/30/2026		2,486		2,450		2,486		0.4	%
		First lien senior secured loan	11.70% (S + 6.25%)	7/30/2026		4,522		4,457		4,522		0.7	%
		First lien senior secured loan	11.75% (S + 6.25%)	7/30/2026		1,043		1,033		1,043		0.2	%
		First lien senior secured revolving loan	11.75% (S + 6.25%)	7/30/2026		-		-		-		0.0	%
Krayden Holdings, Inc.		First lien senior secured delayed draw loan	11.20% (S + 5.75%)	3/1/2025		-		-		-		0.0	%
		First lien senior secured delayed draw loan	11.20% (S + 5.75%)	3/1/2025		-		-		-		0.0	%
		First lien senior secured revolving loan	11.20% (S + 5.75%)	3/1/2029		-		-		-		0.0	%
		First lien senior secured loan	11.20% (S + 5.75%)	3/1/2029		9,491		9,099		9,491		1.4	%
OAO Acquisitions, Inc. (BearCom)		First lien senior secured loan	11.61% (S + 6.25%)	12/27/2029		21,370		20,979		21,370		3.1	%
		First lien senior secured delayed draw loan	11.61% (S + 6.25%)	12/27/2025		-		-		-		0.0	%
		First lien senior secured revolving loan	11.61% (S + 6.25%)	12/27/2029		-		-		-		0.0	%
United Safety & Survivability Corporation (USSC)		First lien senior secured loan	11.79% (S + 6.25%)	9/30/2027		12,436		12,147		12,436		1.8	%
		First lien senior secured loan	11.79% (S + 6.25%)	9/28/2027		1,607		1,490		1,607		0.3	%
		First lien senior secured delayed draw loan	11.79% (S + 6.25%)	9/30/2027		3,160		3,110		3,160		0.5	%
		First lien senior secured revolving loan	11.79% (S + 6.25%)	9/30/2027		870		860		870		0.1	%
						208,619		203,709		208,750		30.6	%
Wireless telecommunication services
Centerline Communications, LLC		First lien senior secured loan	11.53% (S + 6.00%)	8/10/2027		14,945		14,751		13,936		2.0	%
		First lien senior secured delayed draw loan	11.53% (S + 6.00%)	8/10/2027		7,044		6,954		6,568		1.0	%
		First lien senior secured delayed draw loan	11.53% (S + 6.00%)	8/10/2027		6,202		6,112		5,783		0.9	%
		First lien senior secured revolving loan	11.53% (S + 6.00%)	8/10/2027		1,800		1,778		1,679		0.2	%
		First lien senior secured loan	11.53% (S + 6.00%)	8/10/2027		1,020		996		952		0.1	%
						31,011		30,591		28,918		4.2	%
Total Private Credit Debt Investments						1,353,096		1,327,190		1,346,174		197.1	%

See accompanying notes to consolidated financial statements.

Kayne Anderson BDC, Inc.

Consolidated Schedule of Investments

As of December 31, 2023

(amounts in 000’s, except number of shares, units)

	Footnotes	Number of Shares/Units		Cost		Fair Value		Percentage of Net Assets
Equity Investments(9)
Automobile components
Vehicle Accessories, Inc. - Class A common	(12)		128,250		-		326		0.0	%
Vehicle Accessories, Inc. - preferred	(12)		250,000		250		292		0.1	%
			378,250		250		618		0.1	%
Commercial services & supplies
American Equipment Holdings LLC- Class A units	(13)		426		284		508		0.1	%
BLP Buyer, Inc. (Bishop Lifting Products) - Class A common	(14)		582,469		652		1,200		0.1	%
Arborworks Acquisition LLC – Class A preferred units	(10)		21,716		9,179		9,287		1.4	%
Arborworks Acquisition LLC – Class B preferred units	(10)		21,716		-		-		0.0	%
Arborworks Acquisition LLC – Class A common units	(10)		2,604		-		-		0.0	%
			628,931		10,115		10,995		1.6	%
Food products
BC CS 2, L.P. (Cuisine Solutions)	(6)(11)		2,000,000		2,000		2,611		0.4	%
City Line Distributors, LLC - Class A units	(15)		418,416		418		418		0.1	%
Gulf Pacific Holdings, LLC - Class A common	(13)		250		250		189		0.0	%
Gulf Pacific Holdings, LLC - Class C common	(13)		250		-		-		0.0	%
IF&P Foods, LLC (FreshEdge) - Class A preferred	(13)		750		750		905		0.1	%
IF&P Foods, LLC (FreshEdge) - Class B common	(13)		750		-		-		0.0	%
Siegel Parent, LLC	(16)		250		250		72		0.0	%
			2,420,666		3,668		4,195		0.6	%
Healthcare equipment & supplies
LSL Industries, LLC (LSL Healthcare)	(13)		7,500		750		552		0.1	%
IT services
Domain Information Services Inc. (Integris)			250,000		250		344		0.0	%
Specialty retail
Sundance Direct Holdings, Inc. - common			21,479		-		-		0.0	%
Textiles, apparel & luxury goods
American Soccer Company, Incorporated (SCORE)	(16)		1,000,000		1,000		620		0.1	%
Total Private Equity Investments					16,033		17,324		2.5	%

Total Private Investments					1,343,223		1,363,498		199.6	%

		Number of				Fair			Percentage
	Footnotes	Shares		Cost		Value			of Net Assets
Short-Term Investments
First American Treasury Obligations Fund - Institutional Class Z, 5.21%	(17)		12,802,362		12,802		12,802			1.9	%
Total Short-Term Investments			12,802,362		12,802		12,802			1.9	%

Total Investments				$	1,356,025	$	1,376,300			201.5	%
Liabilities in Excess of Other Assets							(693,244	)		(101.5	)%
Net Assets						$	683,056			100.0	%

(1)	As of December 31, 2023, all investments are non-controlled, non-affiliated investments. Non-controlled, non-affiliated investments are defined as investments in which the Company owns less than 5% of the portfolio company’s outstanding voting securities and does not have the power to exercise control over the management or policies of such portfolio company.

(2)	Debt investments are pledged to the Company’s credit facilities, and a single debt investment may be divided into parts that are individually pledged to separate credit facilities.

(3)	The amortized cost represents the original cost adjusted for the amortization of discounts and premiums, as applicable, on debt investments using the effective interest method.

(4)	As of December 31, 2023, the tax cost of the Company’s investments approximates their amortized cost.

See accompanying notes to consolidated financial statements.

Kayne Anderson BDC, Inc.

Consolidated Schedule of Investments

As of December 31, 2023

(amounts in 000’s, except number of shares, units)

(5)

(6)

Non-qualifying investment as defined by Section 55(a) of the Investment Company Act of 1940. The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total assets. As of December 31, 2023, 4.8% of the Company’s total assets were in non-qualifying investments.

(7)

(8)

Debt investment on non-accrual status as of December 31, 2023.

(9)

Non-income producing investment.

(10)

(11)	The Company has a senior secured loan in an investment vehicle (BC CS 2, L.P.) that is collateralized by a preferred stock investment in Cuisine Solutions, Inc..

(12)	The Company owns 0.19% of the common equity and 0.43% of the preferred equity of Vehicle Accessories, Inc.

(13)

The Company owns 27.15% of a pass-through, taxable limited liability company, KSCF IV Equity Aggregator Blocker, LLC (the “Aggregator Blocker”), which holds the Company’s equity investments in American Equipment Holdings LLC, Gulf Pacific Holdings, LLC, IF&P Foods, LLC (FreshEdge) and LSL Industries, LLC (LSL Healthcare). Through the Company’s ownership of the Aggregator Blocker, the Company owns the respective units of each company listed above in the Schedule of Investments.

(14)	The Company owns 0.53% of the common equity BLP Buyer, Inc. (Bishop Lifting Products).

(15)	KABDC Corp, LLC, a wholly owned subsidiary of the Company, owns 0.62% of the common equity of City Line Distributors, LLC.

(16)

The Company owns 33.95% of a pass-through limited liability company, KSCF IV Equity Aggregator, LLC (the “Aggregator”), which holds the Company’s equity investments in Siegel Parent, LLC and American Soccer Company, Incorporated (SCORE). The Aggregator’s ownership of Siegel Parent, LLC is 1.1442%. Through the Company’s ownership of the Aggregator, the Company owns the respective units of each company listed above in the Schedule of Investments.

(17)

The indicated rate is the yield as of December 31, 2023.

See accompanying notes to consolidated financial statements.

Kayne Anderson BDC, Inc.

Notes to Consolidated Financial Statements

(amounts in 000’s, except share and per share amounts)

(Unaudited)

Note 1. Organization

Organization

Kayne Anderson BDC, Inc. (the “Company”) is an externally managed, closed-end, non-diversified management investment company that has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). In addition, for U.S. federal income tax purposes, the Company intends to qualify as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”).

The Company was formed as a Delaware corporation to make investments in middle-market companies and commenced operations on February 5, 2021.

The Company is managed by KA Credit Advisors, LLC (the “Advisor”), an indirect controlled subsidiary of Kayne Anderson Capital Advisors, L.P. (“Kayne Anderson”), a prominent alternative investment management firm. The Advisor is registered with the United States Securities and Exchange Commission (the “SEC”) under the Investment Advisers Act of 1940, as amended. Subject to the overall supervision of the Company’s board of directors (the “Board”), the Advisor is responsible for originating prospective investments, conducting research and due diligence investigations on potential investments, analyzing investment opportunities, negotiating and structuring investments, determining the value of the investments and monitoring its investments and portfolio companies on an ongoing basis. The Board consists of seven directors, four of whom are independent.

The Company’s investment objective is to generate current income and, to a lesser extent, capital appreciation primarily through debt investments in middle-market companies.

As of March 31, 2024, the Company has entered into subscription agreements with investors for an aggregate capital commitment of $1,046,928 to purchase shares of the Company’s common stock and has completed its final close of subscription agreements with investors. See Note 11 – Subsequent Events.

The Company conducts private offerings of its Common Stock to investors in reliance on exemptions from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). At the closing of any private offering, each investor will make a capital commitment (a “Capital Commitment”) to purchase shares of its common stock pursuant to a subscription agreement entered into with the Company. Investors will be required to fund drawdowns to purchase shares of common stock up to the amount of their respective Capital Commitments each time the Company delivers a notice to the investors. Following the initial closing of the private offering (the “Initial Closing”) on February 5, 2021 and prior to any Liquidity Event (as defined below), the Advisor may, in its sole discretion, permit additional closings of the private offering. A “Liquidity Event” is defined as (a) an initial public offering of shares of common stock (the “Initial Public Offering”) or the listing of shares of common stock on an exchange (together with the Initial Public Offering, an “Exchange Listing”), (b) the sale of the Company or (c) a disposition of the Company’s investments and distribution of the net proceeds (after repayment of borrowed funds or other forms of leverage) to the Company’s investors.

Kayne Anderson BDC, Inc.

Notes to Consolidated Financial Statements

(amounts in 000’s, except share and per share amounts)

(Unaudited)

Note 2. Significant Accounting Policies

A. Basis of Presentation—the accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The Company is an investment company and follows accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 946 — “Financial Services — Investment Companies.” In the opinion of management, all adjustments, which are of a normal recurring nature, considered necessary for the fair statement of the consolidated financial statements for the periods presented, have been included.

B. Consolidation—As provided under Regulation S-X and ASC Topic 946 – “Financial Services – Investment Companies”, the Company will generally not consolidate its investment in a company other than a wholly-owned investment company or controlled operating company whose business consists of providing services to the Company.

Accordingly, the Company consolidated the accounts of the Company’s wholly-owned subsidiaries, Kayne Anderson BDC Financing, LLC, (“KABDCF”); Kayne Anderson BDC Financing II, LLC (“KABDCF II”); KABDC Corp, LLC and KABDC Corp II, LLC in its consolidated financial statements. All significant intercompany balances and transactions have been eliminated in consolidation. KABDC Corp, LLC and KABDC Corp II, LLC are Delaware LLCs that have elected to be treated as corporations for U.S. tax purposes and were formed to facilitate compliance with the requirements to be treated as a RIC under the Code by holding (directly or indirectly through a subsidiary) equity or equity related investments in portfolio companies organized as limited liability companies or limited partnerships.

C. Use of Estimates—the preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of income and expenses during the period. Actual results could differ materially from those estimates.

D. Cash and Cash Equivalents—cash and cash equivalents include short-term, liquid investments with an original maturity of three months or less and include money market fund accounts. Cash equivalents, which are the Company’s investments in money market fund accounts, are presented on the Company’s consolidated schedule of investments, and within investments on the Company’s consolidated statement of assets and liabilities.

E. Investment Valuation, Fair Value—the Company conducts the valuation of its investments consistent with GAAP and the 1940 Act. The Company’s investments will be valued no less frequently than quarterly, in accordance with the terms of Topic 820 of the Financial Accounting Standards Board’s Accounting Standards Codification, Fair Value Measurement and Disclosures (“ASC 820”).

Pursuant to Rule 2a-5 under the 1940 Act, the Board of Directors has designated the Advisor as the “valuation designee” to perform fair value determinations of the Company’s portfolio holdings, subject to oversight by and periodic reporting to the Board. The valuation designee performs fair valuation of the Company’s portfolio holdings in accordance with the Advisor’s Valuation Program, as approved by the Board.

Traded Investments (Level 1 or Level 2)

Investments for which market quotations are readily available will typically be valued at those market quotations. Traded investments such as corporate bonds, preferred stock, bank notes, broadly syndicated loans or loan participations are valued by using the bid price provided by an independent pricing service, by an independent broker, the agent bank, syndicate bank or principal market maker. When price quotes for investments are not available, or such prices are stale or do not represent fair value in the judgment of the Company’s Advisor, fair market value will be determined using the Advisor’s valuation process for investments that are privately issued or otherwise restricted as to resale.

The Company may also invest, to a lesser extent, in equity securities purchased in conjunction with debt investments. While the Company anticipates these equity securities to be issued by privately held companies, the Company may hold equity securities that are publicly traded. Equity securities listed on any exchange other than the NASDAQ Stock Market, Inc. (“NASDAQ”) are valued, except as indicated below, at the last sale price on the business day as of which such value is being determined. If there has been no sale on such day, the securities are valued at the mean of the most recent bid and ask prices on such day. Securities admitted to trade on the NASDAQ are valued at the NASDAQ official closing price. Equity securities traded on more than one securities exchange are valued at the last sale price on the business day as of which such value is being determined at the close of the exchange representing the principal market for such securities. Equity securities traded in the over-the-counter market, but excluding securities admitted to trading on the NASDAQ, are valued at the closing bid prices.

Kayne Anderson BDC, Inc.

Notes to Consolidated Financial Statements

(amounts in 000’s, except share and per share amounts)

(Unaudited)

Non-Traded Investments (Level 3)

Investments that are privately issued or otherwise restricted as to resale, as well as any security for which (a) reliable market quotations are not available in the judgment of the Company’s Advisor, or (b) the independent pricing service or independent broker does not provide prices or provides a price that in the judgment of the Company’s Advisor is stale or does not represent fair value, shall each be valued in a manner that most fairly reflects fair value of the security on the valuation date. The Company expects that a significant majority of its investments will be Level 3 investments. Unless otherwise determined by the Advisor, the following valuation process is used for the Company’s Level 3 investments:

●

Valuation Designee. The applicable investments will be valued no less frequently than quarterly by the Advisor, with new investments valued at the time such investment was made. The value of each Level 3 investment will be initially reviewed by the persons responsible for such portfolio company or investment. The Advisor will use a standardized template designed to approximate fair market value based on observable market inputs, updated credit statistics and unobservable inputs to determine a preliminary value. The Advisor will specify the titles of the persons responsible for determining the fair value of Company investments, including by specifying the particular functions for which they are responsible, and will reasonably segregate fair value determinations from the portfolio management of the Company such that the portfolio manager(s) may not determine, or effectively determine by exerting substantial influence on, the fair values ascribed to portfolio investments.

●

Valuation Firm. Quarterly, a third-party valuation firm engaged by the Advisor reviews the valuation methodologies and calculations employed for each of the Company’s investments that the Advisor has placed on the “watch list” and approximately 25% of the Company’s remaining investments. The third-party valuation firm will review and independently value all of the Level 3 investments at least once per year, on a rolling twelve-month basis. The quarterly report issued by the third-party valuation firm will provide positive assurance on the fair values of the investments reviewed.

●

Oversight. The Board has appointed the Advisor as the valuation designee for the Company for purposes of making determinations of fair value as permitted by Rule 2a-5 under the 1940 Act. The Audit Committee shall aid the Board in overseeing the Advisor’s fair valuation of securities that are not publicly traded or for which current market values are not readily available. The Audit Committee shall meet quarterly to review the fair value determinations, processes and written reports of the Advisor as part of the Board’s oversight responsibilities.

Kayne Anderson BDC, Inc.

Notes to Consolidated Financial Statements

(amounts in 000’s, except share and per share amounts)

(Unaudited)

Determination of fair value involves subjective judgments and estimates. Accordingly, the notes to the Company’s financial statements will express the uncertainty with respect to the possible effect of such valuations, and any change in such valuations, on the Company’s financial statements.

F. Interest Income Recognition— Interest income is recorded on an accrual basis and includes the accretion of discounts, amortization of premiums and payment-in-kind (“PIK”) interest. Discounts from and premiums to par value on investments purchased are accreted/amortized into interest income over the life of the respective security using the effective yield method. To the extent loans contain PIK provisions, PIK interest, computed at the contractual rate specified in each applicable agreement, is accrued and recorded as interest income and added to the principal balance of the loan. PIK interest income added to the principal balance is generally collected upon repayment of the outstanding principal. The Company does not accrue PIK interest if, in the opinion of the Advisor, the portfolio company valuation indicates that the PIK interest is not likely to be collectible. If the Company believes PIK is not expected to be realized, the investment generating PIK will be placed on non-accrual status. When a PIK investment is placed on non-accrual status, the accrued, uncapitalized interest is generally reversed through PIK interest income. Previously capitalized PIK interest is not reversed when an investment is placed on non-accrual status. To maintain the Company’s status as a RIC, this non-cash source of income must be paid out to stockholders in the form of dividends for the year the income was earned, even though the Company has not yet collected the cash. The amortized cost of investments represents the original cost adjusted for any accretion of discounts, amortization of premiums and PIK interest. For the three months ended March 31, 2024 and 2023, the Company had $284 and $165, respectively, of PIK interest included in interest income, which represents 0.6% and 0.5%, respectively, of aggregate interest income.

Loans are generally placed on non-accrual status when it has been determined that a significant impairment in the financial condition and ability of the borrower to repay principal and interest has occurred and is expected to continue such that it is probable the collectability of full amount of the loan (principal and interest) is doubtful. Accrued and unpaid interest is generally reversed when a loan is placed on non-accrual status. If cash payments are received subsequent to a loan being placed on non-accrual status, these payments will first be applied to previously accrued but uncollected interest, then to recover the principal. Additionally, any original issue discount and market discount are no longer accreted to interest income as of the date the loan is placed on non-accrual status. Non-accrual loans are restored to accrual status when past due principal and interest are paid or there is no longer a reasonable doubt that such principal or interest will be collected in full and, in the Company’s judgment, principal and interest are likely to remain current. The Company may make exceptions to this policy if the loan has sufficient collateral value (i.e., typically measured as enterprise value of the portfolio company) or is in the process of collection. As of March 31, 2024, the Company had one debt investment on non-accrual status, which comprised 0.4% and 0.4%, respectively, of total debt investments at cost and fair value. As of March 31, 2023, the Company did not have any debt investments in portfolio companies on non-accrual status.

G. Debt Issuance Costs—Costs incurred by the Company related to the issuance of its debt (credit facilities) are capitalized and amortized over the period the debt is outstanding. The Company has classified the costs incurred to issue its credit facilities as a deduction from the carrying value of the credit facilities on the Statement of Assets and Liabilities. For the purpose of calculating the Company’s asset coverage ratios pursuant to the 1940 Act, deferred issuance costs are not deducted from the carrying value of debt or preferred stock.

H. Dividends to Common Stockholders—Dividends to common stockholders are recorded on the record date. The amount to be paid out as a dividend is determined by the Company’s board of directors each quarter and is generally based upon the earnings estimated by management and considers the level of undistributed taxable income carried forward from the prior year for distribution in the current year. Net realized capital gains, if any, are generally distributed, although the Company may decide to retain such capital gains for investment.

Kayne Anderson BDC, Inc.

Notes to Consolidated Financial Statements

(amounts in 000’s, except share and per share amounts)

(Unaudited)

I. Income Taxes—it is the Company’s intention to continue to be treated as and to qualify each year for special tax treatment afforded a RIC under the Code. As long as the Company meets certain requirements that govern its sources of income, diversification of assets and timely distribution of earnings to stockholders, the Company will not be subject to U.S. federal income tax.

The Company must pay distributions equal to 90% of its investment company taxable income (ordinary income and short-term capital gains) to qualify as a RIC and it must distribute all of its taxable income (ordinary income, short-term capital gains and long-term capital gains) to avoid federal income taxes. The Company will be subject to federal income tax on any undistributed portion of income. For purposes of the distribution test, the Company may elect to treat as paid on the last day of its taxable year all or part of any distributions that are declared after the end of its taxable year if such distributions are declared before the due date of its tax return, including any extensions.

All RICs are subject to a non-deductible 4% excise tax on income that is not distributed on a timely basis in accordance with the calendar year distribution requirements. To avoid the tax, the Company must distribute during each calendar year an amount at least equal to the sum of (i) 98% of its ordinary income for the calendar year, (ii) 98.2% of its net capital gains for the one-year period ending on December 31, the last day of our taxable year, and (iii) undistributed amounts from previous years on which the Company paid no U.S. federal income tax. A distribution will be treated as paid during the calendar year if it is paid during the calendar year or declared by the Company in October, November or December of such year, payable to stockholders of record on a date during such months and paid by the Company no later than January of the following year. Any such distributions paid during January of the following year will be deemed to be received by stockholders on December 31 of the year the distributions are declared, rather than when the distributions are actually received.

The Company evaluates tax positions taken or expected to be taken in the course of preparing its financial statements to determine whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority. Tax positions not deemed to meet the “more-likely-than-not” threshold are reserved and recorded as a tax benefit or expense in the current year. All penalties and interest associated with income taxes are included in income tax expense. Conclusions regarding tax positions are subject to review and may be adjusted at a later date based on factors including, but not limited to, on-going analyses of tax laws, regulations and interpretations thereof.

J. Commitments and Contingencies—in the normal course of business, the Company may enter into contracts that provide a variety of general indemnifications. Any exposure to the Company under these arrangements could involve future claims that may be made against the Company. Currently, no such claims exist or are expected to arise and, accordingly, the Company has not accrued any liability in connection with such indemnifications.

Kayne Anderson BDC, Inc.

Notes to Consolidated Financial Statements

(amounts in 000’s, except share and per share amounts)

(Unaudited)

Note 3. Agreements and Related Party Transactions

A. Administration Agreement—on February 5, 2021, the Company entered into an Administration Agreement with its Advisor, which serves as its Administrator and will provide or oversee the performance of its required administrative services and professional services rendered by others, which will include (but are not limited to), accounting, payment of our expenses, legal, compliance, operations, technology and investor relations, preparation and filing of its tax returns, and preparation of financial reports provided to its stockholders and filed with the SEC. On March 6, 2024, the Board approved an additional one-year term of the Administration Agreement through March 15, 2025.

The Company will reimburse the Administrator for its costs and expenses incurred in performing its obligations under the Administration Agreement, which may include, after completion of our Exchange Listing, its allocable portion of office facilities, overhead, and compensation paid to or compensatory distributions received by its officers (including our Chief Compliance Officer and Chief Financial Officer) and its respective staff who provide services to the Company. As the Company reimburses the Administrator for its expenses, the Company will indirectly bear such cost. The Administration Agreement may be terminated by either party with 60 days’ written notice.

B. Investment Advisory Agreement—on February 5, 2021, the Company entered into an Investment Advisory Agreement with its Advisor. Pursuant to the Investment Advisory Agreement with its Advisor, the Company will pay its Advisor a fee for investment advisory and management services consisting of two components—a base management fee and an incentive fee. The Advisor may, from time-to-time, grant waivers on the Company’s obligations, including waivers of the base management fee and/or incentive fee, under the Investment Advisory Agreement. The Investment Advisory Agreement may be terminated by either party with 60 days’ written notice. On March 6, 2024, the Board approved an additional one-year term of the Investment Advisory Agreement from March 16, 2024 to March 15, 2025. In addition, on March 6, 2024, the Board approved an amended and restated investment advisory agreement between the Company and the Advisor, which will be effective upon an initial public offering of shares of common stock.

Base Management Fee

Prior to an Exchange Listing, the base management fee will be calculated at an annual rate of 0.90% of the fair market value of the Company’s investments including, in each case, assets purchased with borrowings under credit facilities and issuances of senior unsecured notes, but excluding cash, U.S. government securities and commercial paper instruments maturing within one year of purchase.

The base management fee is payable quarterly in arrears and calculated based on the average of the Company’s fair market value of investments, at the end of the two most recently completed calendar quarters, including, in each case, assets purchased with borrowings under credit facilities and issuances of senior unsecured notes, but excluding cash, U.S. government securities and commercial paper instruments maturing within one year of purchase. Base management fees for any partial quarter will be appropriately pro-rated.

For the three months ended March 31, 2024 and 2023, the Company incurred base management fees of $3,522 and $2,685, respectively.

Incentive Fee

The Company will also pay the Advisor an incentive fee. The incentive fee will consist of two parts—an incentive fee on income and an incentive fee on capital gains. Described in more detail below, these components of the incentive fee will be largely independent of each other with the result that one component may be payable even if the other is not.

Kayne Anderson BDC, Inc.

Notes to Consolidated Financial Statements

(amounts in 000’s, except share and per share amounts)

(Unaudited)

Incentive Fee on Income

The incentive fee based on income (the “income incentive fee”) is determined and paid quarterly in arrears in cash (subject to the limitations described in “Payment of Incentive Fees” below). The Company’s quarterly pre-incentive fee net investment income must exceed a preferred return of 1.50% of the Company’s net asset value (“NAV”) at the end of the immediately preceding calendar quarter (6.0% annualized but not compounded) (the “Hurdle Amount”) in order for the Company to receive an income incentive fee. Prior to an Exchange Listing, the income incentive fee is calculated as 100% of our pre-incentive fee net investment income for the immediately preceding calendar quarter in excess of 1.50% of the Company’s NAV at the end of the immediately preceding calendar quarter until the Advisor has received 10% of the total pre-incentive fee net income for that calendar quarter and, for pre-incentive fee net investment income in excess of 1.6667%, 10% of all remaining pre-incentive fee net investment income for that quarter.

Incentive Fee on Capital Gains

Prior to an Exchange Listing, the incentive fee on capital gains (the “capital gains incentive fee”) will be calculated and payable in arrears in cash as 10% of the Company’s realized capital gains, if any, on a cumulative basis from formation through (a) the day before an Exchange Listing, (b) upon consummation of a Liquidity Event or (c) upon the termination of the Investment Advisory Agreement, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis. For the purpose of computing the capital gain incentive fee, the calculation methodology will look through derivative financial instruments or swaps as if the Company owned the reference assets directly.

Payment of Incentive Fees

Prior to an Exchange Listing, any incentive fees earned by the Advisor shall accrue as earned but only become payable in cash to the Advisor upon consummation of an Exchange Listing. To the extent the Company does not complete an Exchange Listing, the incentive fees will be payable to the Advisor (a) upon consummation of a sale of the Company or (b) once substantially all the proceeds from a Company Liquidation payable to the Company’s stockholders have been distributed to such stockholders. As of March 31, 2024, the incentive fee payable to the Advisor was $16,826.

For the three months ended March 31, 2024, the Company incurred incentive fees on income of $2,631 and no incentive fees on capital gains. For the three months ended March 31, 2023, the Company incurred incentive fees on income of $2,138 and no incentive fees on capital gains.

Kayne Anderson BDC, Inc.

Notes to Consolidated Financial Statements

(amounts in 000’s, except share and per share amounts)

(Unaudited)

Note 4. Investments

The following table presents the composition of the Company’s investment portfolio at amortized cost and fair value as of March 31, 2024 and December 31, 2023.

	March 31, 2024				December 31, 2023
	Amortized		Fair		Amortized		Fair
	Cost		Value		Cost		Value
First-lien senior secured debt investments	$	1,742,767	$	1,765,594	$	1,327,190	$	1,346,174
Equity investments		17,052		18,451		16,033		17,324
Short-term investments		10,868		10,868		12,802		12,802
Total Investments	$	1,770,687	$	1,794,913	$	1,356,025	$	1,376,300

As of March 31, 2024 and December 31, 2023, $186,877 and $68,578, respectively, of the Company’s total assets were non-qualifying assets, as defined by Section 55(a) of the 1940 Act.

The Company uses Global Industry Classification Standards (GICS), Level 3 – Industry, for classifying the industry groupings of its portfolio companies.

The industry composition of long-term investments based on fair value as of March 31, 2024 and December 31, 2023 was as follows:

	March 31, 2024			December 31, 2023

Trading companies & distributors		12.3	%		15.3	%
Food products		9.9	%		11.5	%
Health care providers & services		7.9	%		7.4	%
Commercial services & supplies		7.9	%		9.4	%
Containers & packaging		5.6	%		7.2	%
Aerospace & defense		5.4	%		6.3	%
Professional services		5.3	%		4.5	%
Leisure products		3.9	%		3.3	%
IT services		3.3	%		3.8	%
Chemicals		2.9	%		3.1	%
Machinery		2.8	%		3.8	%
Textiles, apparel & luxury goods		2.5	%		3.3	%
Automobile components		2.5	%		2.0	%
Specialty retail		2.5	%		0.7	%
Pharmaceuticals		2.3	%		0.5	%
Personal care products		2.3	%		3.0	%
Insurance		2.2	%		2.2	%
Software		2.0	%		2.5	%
Diversified telecommunication services		1.8	%		0.4	%
Health care equipment & supplies		1.7	%		1.5	%
Wireless telecommunication services		1.7	%		2.1	%
Hotels, restaurants & leisure		1.5	%		-	%
Building products		1.5	%		2.0	%
Media		1.5	%		-	%
Household durables		1.2	%		1.5	%
Entertainment		1.0	%		-	%
Semiconductors & semiconductor equipment		1.0	%		-	%
Household products		0.9	%		1.2	%
Construction materials		0.8	%		-	%
Biotechnology		0.7	%		0.9	%
Electrical equipment		0.5	%		-	%
Capital markets		0.5	%		0.6	%
Diversified consumer services		0.2	%		-	%
Total		100.0	%		100.0	%

Kayne Anderson BDC, Inc.

Notes to Consolidated Financial Statements

(amounts in 000’s, except share and per share amounts)

(Unaudited)

Note 5. Fair Value

The Fair Value Measurement Topic of the FASB Accounting Standards Codification (ASC 820) defines fair value as the price at which an orderly transaction to sell an asset or to transfer a liability would take place between market participants under current market conditions at the measurement date. As required by ASC 820, the Company has performed an analysis of all investments measured at fair value to determine the significance and character of all inputs to their fair value determination. Inputs are the assumptions, along with considerations of risk, that a market participant would use to value an asset or a liability. In general, observable inputs are based on market data that is readily available, regularly distributed and verifiable that the Company obtains from independent, third-party sources. Unobservable inputs are developed by the Company based on its own assumptions of how market participants would value an asset or a liability.

The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value into the following three broad categories.

Level 1 — Valuations based on quoted unadjusted prices for identical instruments in active markets traded on a national exchange to which the Company has access at the date of measurement.

Level 2 — Valuations based on quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets. Level 2 inputs are those in markets for which there are few transactions, the prices are not current, little public information exists or instances where prices vary substantially over time or among brokered market makers.

Level 3 — Model derived valuations in which one or more significant inputs or significant value drivers are unobservable. Unobservable inputs are those inputs that reflect the Company’s own assumptions that market participants would use to price the asset or liability based on the best available information.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the determination of which category within the fair value hierarchy is appropriate for any given financial instrument is based on the lowest level of input that is significant to the fair value measurement. 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.

The following tables present the fair value hierarchy of investments as of March 31, 2024 and December 31, 2023. Note that the valuation levels below are not necessarily an indication of the risk or liquidity associated with the underlying investment.

	Fair Value Hierarchy as of March 31, 2024
Investments:	Level 1		Level 2		Level 3		Total
First-lien senior secured debt investments	$	-	$	301,703	$	1,463,891	$	1,765,594
Equity investments		-		-		18,451		18,451
Short-term investments		10,868		-		-		10,868
Total Investments	$	10,868	$	301,703	$	1,482,342	$	1,794,913

	Fair Value Hierarchy as of December 31, 2023
Investments:	Level 1		Level 2		Level 3		Total
First-lien senior secured debt investments	$	-	$	-	$	1,346,174	$	1,346,174
Equity investments		-		-		17,324		17,324
Short-term investments		12,802		-		-		12,802
Total Investments	$	12,802	$	-	$	1,363,498	$	1,376,300

Kayne Anderson BDC, Inc.

Notes to Consolidated Financial Statements

(amounts in 000’s, except share and per share amounts)

(Unaudited)

The following tables present changes in the fair value of investments for which Level 3 inputs were used to determine the fair value as of and for the three months ended March 31, 2024 and 2023.

	First-lien			Private
	senior secured			equity
For the three months ended March 31, 2024	debt investments			investments		Total
Fair value, beginning of period	$	1,346,174		$	17,324	$	1,363,498
Purchases of investments, including PIK, if any		142,661			1,019		143,680
Proceeds from sales of investments and principal repayments		(32,390	)		-		(32,390	)
Net change in unrealized gain (loss)		4,830			108		4,938
Net realized gain (loss)		-			-		-
Net accretion of discount on investments		2,616			-		2,616
Transfers into (out of) Level 3		-			-		-
Fair value, end of period	$	1,463,891		$	18,451	$	1,482,342

	First-lien			Private
	senior secured			equity
For the three months ended March 31, 2023	debt investments			investments		Total
Fair value, beginning of period	$	1,157,971		$	7,148	$	1,165,119
Purchases of investments, including PIK, if any		104,245			-		104,245
Proceeds from sales of investments and principal repayments		(17,245	)		-		(17,245	)
Net change in unrealized gain (loss)		(66	)		191		125
Net realized gain (loss)		-			-		-
Net accretion of discount on investments		2,115			-		2,115
Transfers into (out of) Level 3		-			-		-
Fair value, end of period	$	1,247,020		$	7,339	$	1,254,359

For the three months ended March 31, 2024 and 2023, the Company did not recognize any transfers to or from Level 3. The increase in unrealized gain (loss) relates to investments that were held during the period. The Company includes these unrealized gains and losses on the Statement of Operations – Net Change in Unrealized Gains (Losses).

Valuation Techniques and Unobservable Inputs

Non-traded debt investments are typically valued using either a market yield analysis or an enterprise value analysis. For debt investments that are not considered to be credit impaired, the Advisor uses a market yield analysis to determine fair value. If the debt investment is considered to be credit impaired (which is determined by performing an enterprise value analysis), the Advisor will use the enterprise value analysis or a liquidation basis analysis to determine fair value.

To determine fair value using a market yield analysis, the Advisor discounts the contractual cash flows of each investment at an appropriate discount rate (the market yield). To determine the estimated market yield for its debt investments, the Advisor analyzes changes in the risk/reward (measured by yields and leverage) of middle market indices as compared to changes in risk/reward for the underlying investment and estimates the appropriate discount rate for such debt investment. In this context, the discount rate and the fair market value of the investment is impacted by the structure and pricing of the security relative to current market yields for similar investments in similar businesses as well as the financial performance of such business. In performing this analysis, the Advisor considers data sources including, but not limited to: (i) industry publications, such as S&P Global’s High-End Middle Market Lending Review; Thomson Reuter’s Refinitiv Middle Market Monthly Stats; CapitalIQ; Pitchbook News; The Lead Left, and other data sources; (ii) comparable investments reviewed or completed by affiliates of the Advisor, and (iii) information obtained and provided by the Advisor’s independent valuation managers.

To determine if a debt investment is credit impaired, the Advisor estimates the enterprise value of the business and compares such estimate to the outstanding indebtedness of such business. The Advisor utilizes the following valuation methodologies to determine the estimated enterprise value of the company: (i) analysis of valuations of publicly traded companies in a similar line of business (“public company comparable analysis”), (ii) analysis of valuations of M&A transaction valuations for companies in a similar line of business (“precedent transaction analysis”), (iii) discounted cash flows (“DCF analysis”) and (iv) other valuation methodologies.

Kayne Anderson BDC, Inc.

Notes to Consolidated Financial Statements

(amounts in 000’s, except share and per share amounts)

(Unaudited)

In determining the non-traded debt investment valuations, the following factors are considered, where relevant: the nature and realizable value of any collateral; the company’s ability to make interest payments, amortization payments (if any) and other fixed charges; call features, put features and other relevant terms of the debt security; the company’s historical and projected financial results; the markets in which the company does business; changes in the interest rate environment and the credit markets generally that may affect the price at which similar investments may be valued; and other relevant factors.

Equity investments in private companies are typically valued using one of or a combination of the following valuation techniques: (i) public company comparable analysis, (ii) precedent transaction analysis and (iii) DCF analysis.

Under all of these valuation techniques, the Advisor estimates operating results of the companies in which it invests, including earnings before interest expense, income tax expense, depreciation and amortization (“EBITDA”) and free cash flow. These estimates utilize unobservable inputs such as historical operating results, which may be unaudited, and projected operating results, which will be based on operating assumptions for such company. Investment performance data utilized will be the most recently available as of the measurement date which in many cases may reflect up to a one quarter lag in information. These estimates will be sensitive to changes in assumptions specific to such company as well as general assumptions for the industry. Other unobservable inputs utilized in the valuation techniques outlined above include: discounts for lack of marketability, selection of publicly traded companies, selection of similar precedent transactions, selected ranges for valuation multiples and expected required rates of return (discount rates).

Quantitative Table for Valuation Techniques

The following tables present quantitative information about the significant unobservable inputs of the Company’s Level 3 investments as of March 31, 2024 and December 31, 2023. The tables are not intended to be all-inclusive but instead capture the significant unobservable inputs relevant to the Advisor’s determination of fair value. The Company calculates weighted average, based on the value of the unobservable input of each investment relative to the fair value of the investment compared to the total fair value of all investments.

	As of March 31, 2024
			Valuation	Unobservable			Weighted
	Fair Value		Technique	Input	Range		Average
First-lien senior secured debt investments	$	1,463,891	Discounted cash flow analysis	Discount rate	8.4% - 15.0	%		10.3	%
Preferred equity investment		9,166	Discounted cash flow analysis	Discount rate	15.0	%		15.0	%
Other equity investments		750	Precedent Transaction Analysis	Original cost	1.0			1.0
		8,535	Comparable Multiples	EV / EBITDA	7.1 - 17.2			11.4
	$	1,482,342

	As of December 31, 2023
			Valuation	Unobservable			Weighted
	Fair Value		Technique	Input	Range		Average
First-lien senior secured debt investments	$	1,346,174	Discounted cash flow analysis	Discount rate	8.3% - 15.0	%		10.2	%
Preferred equity investment		9,287	Discounted cash flow analysis	Original Cost	15.0	%		15.0	%
Other equity investments		8,037	Comparable Multiples	EV/ EBITDA	7.1 - 17.2			11.5
	$	1,363,498

Kayne Anderson BDC, Inc.

Notes to Consolidated Financial Statements

(amounts in 000’s, except share and per share amounts)

(Unaudited)

Note 6. Debt

Subscription Credit Agreement

As of March 31, 2024, the Company had a $50,000 credit agreement (the “Subscription Credit Agreement”) with certain lenders party thereto. The Subscription Credit Agreement permits the Company to elect the commitment amount each quarter to borrow up to $50,000, subject to availability under the borrowing base which is calculated based on the unused capital commitments of the investors meeting various eligibility requirements. The interest rate under the Subscription Credit Agreement is equal to the Secured Overnight Funding Rate (“SOFR”) plus 2.25% (subject to a 0.275% SOFR floor). The Company is also required to pay a commitment fee of 0.25% per annum on any unused portion of the Subscription Credit Agreement. The Company also pays an extension fee of 0.075% per quarter on the elected commitment amount on the first day of each calendar quarter. See Note 11 – Subsequent Events.

For the three months ended March 31, 2024 and 2023, the average amount of borrowings outstanding under the Subscription Credit Agreement were $13,297 and $89,311, respectively, with a weighted average interest rate of 7.63% and 6.52%, respectively. As of March 31, 2024, the Company did not have any amounts outstanding under the Subscription Credit Agreement.

Corporate Credit Facility

As of March 31, 2024, the Company had a senior secured revolving credit facility (the “Corporate Credit Facility”), that has a total commitment of $400,000. The Company entered into the Corporate Credit Facility on February 18, 2022. The Corporate Credit Facility’s commitment termination date and the final maturity date are February 18, 2026 and February 18, 2027, respectively. The Corporate Credit Facility also provides for a feature that allows the Company, under certain circumstances, to increase the overall size of the Corporate Credit Facility to a maximum of $550,000. The interest rate on the Corporate Credit Facility is equal to Term SOFR (a forward-looking rate based on SOFR futures) plus an applicable spread of 2.35% per annum or an “alternate base rate” (as defined in the agreements governing the Corporate Credit Facility) plus an applicable spread of 1.25%. The Company is also required to pay a commitment fee of 0.375% per annum on any unused portion of the Corporate Credit Facility.

Under the Corporate Credit Facility, the Company is required to comply with various covenants, reporting requirements and other customary requirements for similar revolving credit facilities, including, without limitation, covenants related to: (a) limitations on the incurrence of additional indebtedness and liens, (b) limitations on certain investments, (c) limitations on certain restricted payments, (d) maintaining a certain minimum stockholders’ equity, and (e) maintaining a ratio of total assets (less total liabilities not representing indebtedness) to total indebtedness of the Company and its consolidated subsidiaries of not less than 1.5:1.0. These covenants are subject to important limitations and exceptions that are described in the agreements governing the Corporate Credit Facility. Amounts available to borrow under the Corporate Credit Facility are subject to compliance with a borrowing base that applies different advance rates to different types of assets (based on their value as determined pursuant to the Corporate Credit Facility) that are pledged as collateral. The Corporate Credit Facility is secured by certain assets in the Company’s portfolio and excludes investments held by Kayne Anderson BDC Financing LLC (“KABDCF”) under the Revolving Funding Facility (as defined below).

For the three months ended March 31, 2024 and 2023, the average amount of borrowings outstanding under the Corporate Credit Facility was $229,484 and $289,711, respectively, with a weighted average interest rate of 7.69% and 6.81%, respectively. As of March 31, 2024, the Company had $198,000 outstanding under the Corporate Credit Facility at a weighted average interest rate of 7.68%.

Revolving Funding Facility

As of March 31, 2024, the Company had a senior secured revolving funding facility (the “Revolving Funding Facility”), that has a total commitment of $455,000. The Revolving Funding Facility is secured by all of the assets held by KABDCF and the Company has agreed that it will not grant or allow a lien on the membership interest of KABDCF. The end of the reinvestment period and the stated maturity date for the Revolving Funding Facility are February 18, 2025 and February 18, 2027, respectively. The interest rate on the Revolving Funding Facility is equal to daily SOFR plus 2.75% per annum. KABDCF is also required to pay a commitment fee of between 0.50% and 1.50% per annum depending on the size of the unused portion of the Revolving Funding Facility. Amounts available to borrow under the Revolving Funding Facility are subject to a borrowing base that applies different advance rates to different types of assets held by KABDCF and is subject to limitations with respect to the loans securing the Revolving Funding Facility, including restrictions on, loan size, industry concentration, payment frequency and status, as well as restrictions on portfolio company leverage, all of which may also affect the borrowing base and therefore amounts available to borrow. The Company and KABDCF are also required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. These covenants are subject to important limitations and exceptions that are described in the agreements governing the Revolving Funding Facility. See Note 11 – Subsequent Events.

Kayne Anderson BDC, Inc.

Notes to Consolidated Financial Statements

(amounts in 000’s, except share and per share amounts)

(Unaudited)

For the three months ended March 31, 2024 and 2023, the average amount of borrowings outstanding under the Revolving Funding Facility was $316,231 and $235,833, respectively, with a weighted average interest rate of 8.07% and 7.20%, respectively. As of March 31, 2024, the Company had $319,000 outstanding under the Revolving Funding Facility at a weighted average interest rate of 8.06%.

Revolving Funding Facility II

As of March 31, 2024, the Company and Kayne Anderson BDC Financing II, LLC (“KABDCF II”), a wholly-owned, special purpose financing subsidiary, had a senior secured revolving credit facility (the “Revolving Funding Facility II”). The Revolving Funding Facility II has an initial commitment of $150,000 which, under certain circumstances, can be increased up to $500,000. The Revolving Funding Facility II is secured by all of the assets held by KABDCF II and the Company has agreed that it will not grant or allow a lien on the membership interest of KABDCF II. The end of the reinvestment period and the stated maturity date for the Revolving Funding Facility II are December 22, 2026, and December 22, 2028, respectively. The interest rate on the Revolving Funding Facility II is equal to 3-month term SOFR plus 2.70% per annum. KABDCF II is also required to pay a commitment fee of 0.50% between December 22, 2023 and September 22, 2024 and 0.75% thereafter on the unused portion of the Revolving Funding Facility II.

Amounts available to borrow under the Revolving Funding Facility II are subject to a borrowing base that has limitations with respect to the loans securing the Revolving Funding Facility II, including limitations on, loan size, payment frequency and status, sector concentrations, as well as restrictions on portfolio company leverage, all of which may also affect the borrowing base and therefore amounts available to borrow. The Company and KABDCF II are also required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. These covenants are subject to important limitations and exceptions that are described in the agreements governing the Revolving Funding Facility II.

For the three months ended March 31, 2024, the average amount of borrowings outstanding under the Revolving Funding Facility II was $69,341, with a weighted average interest rate of 8.03%. As of March 31, 2024, the Company had $67,000 outstanding under the Revolving Funding Facility II at a weighted average interest rate of 8.03%.

Senior Unsecured Notes

As of March 31, 2024, the Company had $75,000 aggregate principal amount of senior unsecured notes (the “Notes”).

The table below sets forth a summary of the key terms of each series of Notes outstanding at March 31, 2024.

	Principal				Estimated		Fixed
	Outstanding		Unamortized		Fair Value		Interest
Series	March 31, 2024		Issuance Costs		March 31, 2024		Rate			Maturity
A	$	25,000	$	256	$	26,372		8.65	%	6/30/2027
B		50,000		543		53,250		8.74	%	6/30/2028
	$	75,000	$	799	$	79,622

Holders of the Notes are entitled to receive cash interest payments semi-annually (on January 30 and July 30) at the fixed rate. As of March 31, 2024, the weighted average interest rate on the outstanding Notes was 8.71%.

As of March 31, 2024, the Notes were rated “BBB” by Kroll Bond Rating Agency (“KBRA”). The Company is required to maintain a current rating from one rating agency with respect to the Notes. In the event the Company does not maintain a current rating from a rating agency for a specified period of time or the credit rating on the Notes falls below “BBB-” (a “Below Investment Grade Event”), the interest rate per annum on the Notes will increase by 1.0% during the period the Notes are rated below “BBB-”. In the event the Company’s Secured Debt Ratio exceeds 60% (until June 29, 2024) or 55% (on or after June 29, 2024) (a “Secured Debt Ratio Event”), the interest rate per annum on the Notes will increase by 1.5% during the period the ratio is above stated percentage. If a Below Investment Grade Event and a Secured Debt Ratio Event is continuing at the same time the aggregate increase in interest rate per annum will not exceed 2.0%.

The Notes were issued in private placement offerings to institutional investors and are not listed on any exchange or automated quotation system. The Notes contain various covenants related to other indebtedness, liens and limits on the Company’s overall leverage. The Company must maintain a minimum amount of shareholder equity and the Company’s asset coverage ratio must be greater than 150% as of the last business day of each fiscal quarter. The Notes are redeemable in certain circumstances at the option of the Company and may be redeemed under certain circumstances to cure the asset coverage ratio covenant.

The Notes are unsecured obligations of the Company and, upon liquidation, dissolution or winding up of the Company, will rank: (1) senior to all of the Company’s outstanding common shares; (2) on parity with any unsecured creditors of the Company and any unsecured senior securities representing indebtedness of the Company; and (3) junior to any secured creditors of the Company.

At March 31, 2024, the Company was in compliance with all covenants under the Notes agreements.

Kayne Anderson BDC, Inc.

Notes to Consolidated Financial Statements

(amounts in 000’s, except share and per share amounts)

(Unaudited)

Debt obligations consisted of the following as of March 31, 2024 and December 31, 2023.

	March 31, 2024
	Aggregate Principal Committed		Outstanding Principal		Amount Available⁽¹⁾		Net Carrying Value⁽²⁾
Notes	$	75,000	$	75,000	$	-	$	74,201
Corporate Credit Facility		400,000		198,000		202,000		196,478
Revolving Funding Facility		455,000		319,000		136,000		317,411
Revolving Funding Facility II		150,000		67,000		10,114		65,271
Subscription Credit Agreement		50,000		-		50,000		-
Total debt	$	1,130,000	$	659,000	$	398,114	$	653,361

(1)	The amount available under the Company’s credit facilities reflects the assets held at KABDCF and KABDCF II and any limitations related to each borrowing base as of March 31, 2024.

(2)	The carrying value of the Notes, Corporate Credit Facility, Revolving Funding Facility, Revolving Funding Facility II, and Subscription Credit Agreement are presented net of deferred financing costs totaling $5,639.

	December 31, 2023
	Aggregate Principal Committed		Outstanding Principal		Amount Available⁽¹⁾		Net Carrying Value⁽²⁾
Notes	$	75,000	$	75,000	$	-	$	74,149
Corporate Credit Facility		400,000		234,000		166,000		232,285
Revolving Funding Facility		455,000		306,000		18,536		303,981
Revolving Funding Facility II		150,000		70,000		9,716		68,195
Subscription Credit Agreement		50,000		10,750		39,250		10,709
Total debt	$	1,130,000	$	695,750	$	233,502	$	689,319

(1)	The amount available under the Company’s credit facilities reflects the assets held at KABDCF and KABDCF II and any limitations related to each borrowing base as of December 31, 2023.

(2)	The carrying value of the Notes, Corporate Credit Facility, Revolving Funding Facility, Revolving Funding Facility II, and Subscription Credit Agreement are presented net of deferred financing costs totaling $6,431.

For the three months ended March 31, 2024 and 2023, the components of interest expense were as follows:

	For the three months ended
	March 31, 2024			March 31, 2023
Interest expense	$	14,759		$	10,932
Amortization of debt issuance costs		897			591
Total interest expense	$	15,656		$	11,523
Average interest rate		8.9	%		7.6	%
Average borrowings	$	703,352		$	614,856

Kayne Anderson BDC, Inc.

Notes to Consolidated Financial Statements

(amounts in 000’s, except share and per share amounts)

(Unaudited)

Note 7. Share Transactions

Common Stock Issuances

The following table summarizes the number of common stock shares issued and aggregate proceeds received from such issuances related to the Company’s capital call notices pursuant to subscription agreements with investors for the three months ended March 31, 2024. There were no common stock shares issued during the three months ended March 31, 2023 related to the Company’s subscription agreements with investors. See Note 11 – Subsequent Events.

For the three months ended March 31, 2024
	Offering				Aggregate
	price per		Common stock		offering
Common stock issue date	share		shares issued		amount
February 14, 2024	$	16.74		7,089,771	$	118,689
Total common stock issued				7,089,771	$	118,689

As of March 31, 2024, the Company had subscription agreements with investors for an aggregate capital commitment of $1,046,928 to purchase shares of common stock. Of this amount, the Company had $269,945 of undrawn commitments at March 31, 2024. See Note 11 – Subsequent Events.

Kayne Anderson BDC, Inc.

Notes to Consolidated Financial Statements

(amounts in 000’s, except share and per share amounts)

(Unaudited)

Dividends and Dividend Reinvestment

The following tables summarize the dividends declared and payable by the Company for the three months ended March 31, 2024 and 2023. See Note 11 – Subsequent Events.

For the three months ended March 31, 2024
	Dividend	Dividend	Dividend
	record	payment	per
Dividend declaration date	date	date	share
March 6, 2024	March 29, 2024	April 17, 2024	$	0.40
Total dividends declared			$	0.40

The dividend declared on March 6, 2024 is considered a regular dividend.

For the three months ended March 31, 2023
	Dividend	Dividend	Dividend
	record	payment	per
Dividend declaration date	date	date	share
March 7, 2023	March 31, 2023	April 14, 2023	$	0.47
Total dividends declared			$	0.47

The following tables summarize the amounts received and shares of common stock issued to shareholders pursuant to the Company’s dividend reinvestment plan (“DRIP”) for the three months ended March 31, 2024 and 2023. See Note 11 – Subsequent Events.

For the three months ended March 31, 2024
	Dividend	DRIP
	payment	shares		DRIP
Dividend record date	date	issued		value
December 29, 2023	January 16, 2024		95,791	$	1,573
			95,791	$	1,573

For the three months ended March 31, 2023
	Dividend	DRIP
	payment	shares		DRIP
Dividend record date	date	issued		value
December 29, 2022	January 13, 2023		57,860	$	955
			57,860	$	955

For the dividend declared on March 6, 2024 and paid on April 17, 2024, there were 94,816 shares issued with a DRIP value of $1,577. These shares are excluded from the table above, as the DRIP shares were issued after March 31, 2024.

Kayne Anderson BDC, Inc.

Notes to Consolidated Financial Statements

(amounts in 000’s, except share and per share amounts)

(Unaudited)

Note 8. Commitments and Contingencies

The Company had an aggregate of $169,063 and $147,928, respectively, of unfunded commitments to provide debt financing to its portfolio companies as of March 31, 2024 and December 31, 2023. Such commitments are generally subject to the satisfaction of certain financial and nonfinancial covenants and certain operational metrics. The commitment period for these amounts may be shorter than the maturity date if drawn or funded. These commitments are not reflected in the Company’s consolidated statement of assets and liabilities. Consequently, such commitments result in an element of credit risk in excess of the amount recognized in the Company’s consolidated statement of assets and liabilities.

A summary of the composition of the unfunded commitments as of March 31, 2024 and December 31, 2023 is shown in the table below.

	As of		As of
	March 31, 2024		December 31, 2023
Alcami Corporation (Alcami)	$	1,565	$	2,543
Allcat Claims Service, LLC		5,370		5,370
Allentown, LLC		1,020		785
American Equipment Holdings LLC		3,219		483
American Soccer Company, Incorporated (SCORE)		1,892		2,601
Arborworks Acquisition LLC		780		1,872
Basel U.S. Acquisition Co., Inc. (IAC)		1,622		1,622
BCI Burke Holding Corp.		4,658		4,659
OAO Acquisitions, Inc. (BearCom)		6,982		6,982
BLP Buyer, Inc. (Bishop Lifting Products)		5,911		6,548
BR PJK Produce, LLC (Keany)		2,870		2,870
Brightview, LLC		581		-
Carton Packaging Buyer, Inc.		2,848		2,848
CCFF Buyer, Inc		17,738		-
CGI Automated Manufacturing, LLC		1,711		2,390
City Line Distributors, LLC		2,530		5,322
Curio Brands, LLC		1,719		1,719
DISA Holdings Corp. (DISA)		3,456		6,142
DRS Holdings III, Inc. (Dr. Scholl’s)		310		310
Eastern Wholesale Fence		142		1,332
EIS Legacy, LLC		6,922		6,922
Envirotech Services, LLC		6,704		-
FCA, LLC (FCA Packaging)		890		2,670
Foundation Consumer Brands		577		577
Fralock Buyer LLC		299		300
Guided Practice Solutions		8,605		10,299
Gulf Pacific Holdings, LLC		10,153		10,153
Gusmer Enterprises, Inc.		3,676		3,676
Home Brands Group Holdings, Inc. (ReBath)		2,099		2,099
I.D. Images Acquisition, LLC		2,020		2,020
IF&P Foods, LLC (FreshEdge)		563		1,656
Improving Acquisition LLC		1,671		1,672
Krayden Holdings, Inc.		5,437		5,438
Light Wave Dental Management LLC		-		827
LSL Industries, LLC (LSL Healthcare)		15,224		15,224
MacNeill Pride Group		3,278		3,877
Pixel Intermediate, LLC		2,511		-
PMFC Holding, LLC		137		137
Refocus Management Services, LLC		8,799		-
Regiment Security Partners LLC		103		104
Ruff Roofers Buyer, LLC		10,966		10,966
SGA Dental Partners Holdings, LLC		5,087		5,087
Siegel Egg Co., LLC		537		537
Sundance Holdings Group, LLC		438		439
Techniks Holdings, LLC / Eppinger Holdings Germany GMBH		1,450		1,450
Trademark Global LLC		480		480
United Safety & Survivability Corporation (USSC)		-		469
USALCO, LLC		1,049		1,494
Vehicle Accessories, Inc.		1,376		1,671
Worldwide Produce Acquisition, LLC		1,088		1,286
Total unfunded commitments	$	169,063	$	147,928

Kayne Anderson BDC, Inc.

Notes to Consolidated Financial Statements

(amounts in 000’s, except share and per share amounts)

(Unaudited)

From time to time, the Company may become a party to certain legal proceedings incidental to the normal course of its business. As of March 31, 2024 and December 31, 2023, management was not aware of any material pending or threatened litigation that would require accounting recognition or financial statement disclosure.

Note 9. Earnings Per Share

In accordance with the provisions of ASC Topic 260, Earnings per Share (“ASC 260”), basic earnings per share is computed by dividing earnings available to common stockholders by the weighted average number of shares outstanding during the period. Other potentially dilutive common shares, and the related impact to earnings, are considered when calculating earnings per share on a diluted basis. As of March 31, 2024 and 2023, there were no dilutive shares.

The following table sets forth the computation of basic and diluted earnings per share of common stock for the three months ended March 31, 2024 and 2023.

	For the three months ended
	March 31, 2024		March 31, 2023

Net increase (decrease) in net assets resulting from operations	$	27,755	$	19,407
Weighted average shares of common stock outstanding - basic and diluted		45,345,417		35,929,436
Earnings (loss) per share of common stock - basic and diluted	$	0.61	$	0.54

Kayne Anderson BDC, Inc.

Notes to Consolidated Financial Statements

(amounts in 000’s, except share and per share amounts)

(Unaudited)

Note 10. Financial Highlights

The following per share of common stock data has been derived from information provided in the unaudited financial statements. The following is a schedule of financial highlights for the three months ended March 31, 2024 and 2023.

	For the three months ended March 31,
Per Common Share Operating Performance ⁽¹⁾	2024 (amounts in thousands, except share and per share amounts)			2023 (amounts in thousands, except share and per share amounts)
Net Asset Value, Beginning of Period	$	16.42		$	16.50

Results of Operations:
Net Investment Income		0.52			0.54
Net Realized and Unrealized Gain (Loss) on Investments⁽²⁾		0.09			-
Net Increase (Decrease) in Net Assets Resulting from Operations		0.61			0.54

Dividends to Common Stockholders
Dividends		(0.40	)		(0.47	)
Net Decrease in Net Assets Resulting from Dividends		(0.40	)		(0.47	)

Net Asset Value, End of Period	$	16.63		$	16.57

Shares Outstanding, End of Period		48,789,228			35,937,151

Ratio/Supplemental Data
Net assets, end of period	$	811,557		$	595,513
Weighted-average shares outstanding		45,345,417			35,929,436
Total Return⁽³⁾		3.7	%		3.3	%
Portfolio turnover		2.1	%		1.4	%
Ratio of operating expenses to average net assets⁽⁴⁾		12.2	%		11.7	%
Ratio of net investment income (loss) to average net assets⁽⁴⁾		12.8	%		13.2	%

(1)

The per common share data was derived by using weighted average shares outstanding.

Kayne Anderson BDC, Inc.

Notes to Consolidated Financial Statements

(amounts in 000’s, except share and per share amounts)

(Unaudited)

(2)

Realized and unrealized gains and losses per share in this caption are balancing amounts necessary to reconcile the change in net asset value per share for the period and may not reconcile with the aggregate gains and losses in the Consolidated Statement of Operations due to share transactions during the period.

For the three months ended March 31, 2024, such share transactions include the effect of share issuances of $0.01 per share. During the period, shares were issued at prices that reflect the aggregate amount of the Company’s initial organizational and offering expenses. As a result, investors subscribing after the initial capital call are allocated organizational expenses consistently with all stockholders. During the three months ended March 31, 2023, there were no such share transactions including the effect of share issuances.

(3)

Total return is calculated as the change in net asset value (“NAV”) per share during the period, plus distributions per share (if any), divided by the beginning NAV per share. The calculation also assumes reinvestment of dividends at actual prices pursuant to the Company’s dividend reinvestment plan. Total return is not annualized.

(4)

Ratio is annualized.

Note 11. Subsequent Events

The Company’s management has evaluated subsequent events through the date of issuance of the financial statements included herein. There have been no subsequent events that require recognition or disclosure in these financial statements except as described below.

On April 1, 2024, the Company fully repaid all amounts outstanding and terminated the remaining commitment of $50,000 under its Subscription Credit Agreement that was scheduled to mature on December 31, 2024.

On April 2, 2024, the Company sold 16,232,415 shares of its common stock in the private placement at a price per share of $16.63, for an aggregate offering price of $269,945. The sale of such shares of common stock relates to existing subscription agreements that the Company had entered into with investors for an aggregate capital commitment of $1,046,928 to purchase shares of common stock. Following this final capital call and issuance of shares of the Company’s common stock, the investors’ obligations to purchase additional shares of common stock will be exhausted in the final closing that occurred on April 2, 2024, and the Company will not have any remaining undrawn capital commitments. The capital payable of $29,025 on the Company’s Consolidated Statement of Assets and Liabilities as of March 31, 2024 represents cash received early from investors as of March 31, 2024, which was prior to the capital call funding date and issuance of the shares on April 2, 2024.

On April 3, 2024, the Company and KABDCF amended their existing Revolving Funding Facility. Under the terms of the third amendment, the Company and KABDCF increased the commitment amount from $455,000 to $600,000. The end of the reinvestment period was extended to April 2, 2027 and the maturity date was extended to April 3, 2029. The interest rate on the Revolving Funding Facility was reduced from daily SOFR plus 2.75% per annum to SOFR plus 2.375% - 2.50% per annum depending on the mix of loans securing the Revolving Funding Facility. All other terms of the Revolving Funding Facility remain substantially the same.

On April 17, 2024, the Company paid a regular dividend of $0.40 per share to each common stockholder of record as of March 29, 2024. The total dividend was $19,516 and $1,577 was reinvested into the Company through the issuance of 94,816 shares of common stock.

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

The following discussion and analysis should be read in conjunction with our financial statements and related notes and other financial information appearing elsewhere in this Quarterly Report on Form 10-Q. Except as otherwise specified, references to “we,” “us,” “our,” or the “Company” refer to Kayne Anderson BDC, Inc.

Investment Objective, Principal Strategy and Investment Structure

Kayne Anderson BDC, Inc. was formed as a Delaware corporation that commenced operations on February 5, 2021. We are an externally managed, closed-end, non-diversified management investment company that has elected to be regulated as a BDC under the 1940 Act, as amended. In addition, for U.S. federal income tax purposes, we intend to qualify, annually, as a RIC under Subchapter M of the Code.

Our investment activities are managed by KA Credit Advisors, LLC (the “Advisor”), an indirect controlled subsidiary of Kayne Anderson Capital Advisors, L.P. (“Kayne Anderson”), and the Advisor operates within Kayne Anderson’s middle market private credit platform (“KAPC” or “Kayne Anderson Private Credit”). The Advisor is an investment advisor registered with the United States Securities and Exchange Commission (the “SEC”) under the Investment Advisory Act of 1940, as amended. In accordance with the Investment Advisers Act of 1940, as amended, our Advisor is responsible for originating prospective investments, conducting research and due diligence investigations on potential investments, analyzing investment opportunities, negotiating and structuring investments, and monitoring our investments and portfolio companies on an ongoing basis. The Advisor benefits from the scale and resources of Kayne Anderson and specifically KAPC.

Our investment objective is to generate current income and, to a lesser extent, capital appreciation. We intend to have nearly all of our debt investments in private middle market companies. We use “private” to refer to companies that are not traded on a securities exchange and define “middle market companies” as companies that, in general, generate between $10 million and $150 million of annual earnings before interest, taxes, depreciation and amortization, or EBITDA. Further, we refer to companies that generate between $10 million and $50 million of annual EBITDA as “core middle market companies” and companies that generate between $50 million and $150 million of annual EBITDA as “upper middle market companies.” We typically adjust EBITDA for non-recurring and/or normalizing items to assess the financial performance of our borrowers over time.

We intend to achieve our investment objective by investing primarily in first lien senior secured loans, with a secondary focus on unitranche and split-lien loans to middle market companies. Under normal market conditions, we expect at least 90% of our portfolio (including investments purchased with proceeds from borrowings under credit facilities and issuances of senior unsecured notes) to be invested in first lien senior secured, unitranche and split-lien loans. Our investment decisions are made on a case-by-case basis. We expect that a majority of these debt investments will be made in core middle market companies and will generally have stated maturities of three to six years. We expect that the loans in which we principally invest will be to companies that have principal business activities in the United States. We determine the location of a company as being in the United States by (i) such company being organized under the laws of one of the states in the United States; or (ii) during its most recent fiscal year, such company derived at least 50% of its revenues or profits from goods produced or sold, investments made, or services performed in the United States or has at least 50% of its assets in the United States.

The Advisor executes on our investment objective by (1) accessing the established loan sourcing channels developed by KAPC, which includes an extensive network of private equity firms, other middle market lenders, financial advisors, intermediaries and management teams, (2) selecting investments within our middle market company focus, (3) implementing KAPC’s underwriting process and (4) drawing upon its experience and resources and the broader Kayne Anderson network. KAPC was established in 2011 and manages (directly and through affiliates) assets under management (“AUM”) of approximately $6.7 billion related to middle market private credit as of December 31, 2023.

Recent Developments

On April 17, 2024, we paid a regular dividend of $0.40 per share to each common stockholder of record as of March 29, 2024. The total dividend was $19.5 million and $1.6 million was reinvested into the Company through the purchase of 94,816 shares of common stock.

On April 2, 2024, we sold 16,232,415 shares of common stock in the private placement at a price per share of $16.63 for an aggregate offering price of approximately $269.9 million. Following this capital call, we do not have any remaining undrawn capital commitments.

Portfolio and Investment Activity

Our portfolio is currently comprised of a broad mix of loans, with diversity among investment size and industry focus. The Advisor’s team of professionals conducts due diligence on prospective investments during the underwriting process and is involved in structuring the credit terms of our private middle market investments. Once an investment has been made, our Advisor closely monitors that portfolio investment and takes a proactive approach to identify and address sector or company specific risks. The Advisor seeks to maintain a regular dialogue with portfolio company management teams (as well as their owners, the majority of whom are private equity firms, where applicable), reviews detailed operating and financial results on a regular basis (typically monthly or quarterly) and monitors current and projected liquidity needs, in addition to other portfolio management activities. There are no assurances that we will achieve our investment objectives.

As of March 31, 2024, we had investments in 103 portfolio companies with an aggregate fair value of approximately $1,784 million, and unfunded commitments to these portfolio companies of $169.1 million, and our portfolio consisted of 97.7% first lien senior secured loans, 1.2% junior debt and 1.1% equity investments.

During the three months ended March 31, 2024, and included in the totals above, KBDC purchased $449 million (par value) of debt investments in 34 portfolio companies; of these, $302 million (par value) in 24 portfolio companies were investments in broadly syndicated loans. These investments in broadly syndicated loans were made in anticipation of the receipt of proceeds from our final capital call which closed on April 2, 2024. Prior to these investments, we had not held broadly syndicated loans since 2022. Consistent with our strategy at that time, we expect to rotate out of these investments over coming quarters to invest in private middle market loans consistent with our principal strategy. We have presented certain portfolio-related information below for our private middle market loans and broadly syndicated loans separately and on a combined basis for ease of reference.

As of March 31, 2024, 100% of our debt investments had floating interest rates. Our weighted average yields for debt investments were as follows:

●

private middle market loans at fair value and amortized cost weighted average yields were 12.4% and 12.6%, respectively

●

broadly syndicated loans at fair value and amortized cost weighted average yields were 8.4% and 8.3%, respectively; and

●

total debt and income producing investments at fair value and amortized cost weighted average yields were 11.7% and 11.8%, respectively

As of March 31, 2024, our portfolio was invested across 33 different industries (Global Industry Classification “GICS”, Level 3 – Industry). The largest industries in our portfolio as of March 31, 2024 were Trading Companies & Distributors, Food Products, Health Care Providers & Services and Commercial Services & Supplies, which represented, as a percentage of our portfolio of long-term investments, 12.3%, 9.9%, 7.9% and 7.9%, respectively, based on fair value. We are generalist investors and the mix of industries represented by our portfolio companies will vary over time.

As of March 31, 2024, our average position size based on commitment (at the portfolio company level) was $19.1 million.

As of March 31, 2024, the weighted average and median last twelve months (“LTM”) EBITDA of our portfolio companies were as follows:

●

private middle market loans were $53.3 million and $37.0 million, respectively, based on fair value¹

●

broadly syndicated loans were $2,013.9 million and $1,491.0 million, respectively, based on fair value; and

●

total investments were $403.2 million and $52.3 million, respectively, based on fair value¹

As of March 31, 2024, the weighted average loan-to-enterprise-value (“LTEV”) of our debt investments at the time of our initial investment was as follows:

●

private middle market loans was 43.3%, based on par¹

●

broadly syndicated loans was 35.0%, based on par

●

total investments was 41.8%, based on par; and¹

●

LTEV represents the total par value of our debt investment relative to our estimate of the enterprise value of the underlying borrower

As of March 31, 2024, we had one debt investment on non-accrual status, which represented 0.4% and 0.4% of total debt investments at cost and fair value, respectively.

As of March 31, 2024, our portfolio companies’ weighted average leverage ratios and weighted average interest coverage ratios (the calculations of which are based on the most recent quarter end or latest available information from the portfolio companies) were as follows:

●

private middle market loans were 4.2x and 2.8x, respectively, based on fair value¹

●

broadly syndicated loans were 3.4x and 4.2x, respectively, based on fair value; and

●

total investments were 4.0x and 3.0x, respectively, based on fair value¹

As of March 31, 2024, the percentage of our debt investments including at least one financial maintenance covenant was as follows:

●

private middle market loans was 100% based on fair value

●

broadly syndicated loans was 0%, based on fair value; and

●

total investments was 82.9%, based on fair value

Excludes investments on watch list, which represent 4.2% of the total fair value of debt investments as of March 31, 2024.

Our investment activity for the three months ended March 31, 2024 and 2023 is presented below (information presented herein is at par value unless otherwise indicated).

	For the three months ended March 31,
	2024 ($ in millions)			2023 ($ in millions)

New investments:
Gross new investments commitments	$	463.8		$	88.5
Less: investment commitments sold down, exited or repaid⁽¹⁾		(25.4	)		(12.4	)
Net investment commitments		438.4			76.1

Principal amount of investments funded⁽²⁾:
Private credit investments	$	146.6		$	105.0
Broadly Syndicated Loans		302.0			-
Preferred and common equity investments		1.0			-
Total principal amount of investments funded		449.6			105.0

Principal amount of investments sold / repaid ⁽²⁾:
Private credit investments		(32.4	)		(15.2	)
Broadly Syndicated Loans		-			-
Total principal amount of investments sold or repaid		(32.4	)		(15.2	)

Number of new private credit investment commitments		10			9
Average new private credit investment commitment amount	$	16.0		$	9.8
Number of new broadly syndicated loan commitments		24			-
Average new broadly syndicated loan commitment amount	$	12.6		$	-
Weighted average maturity for new investment commitments⁽³⁾		4.4 years			3.6 years
Percentage of new debt investment commitments at floating rates		100.0	%		100.0	%
Percentage of new debt investment commitments at fixed rates		0.0	%		0.0	%
Weighted average interest rate of new private credit investment commitments⁽⁴⁾		11.4	%		11.4	%
Weighted average interest rate of new broadly syndicated loan commitments⁽⁴⁾		8.4	%		-
Weighted average interest rate on investments sold or paid down⁽⁵⁾		12.7	%		11.1	%

(1)

Does not include repayments on revolving loans, which may be redrawn.

(2)	Does not include restructured activity.

(3)

For undrawn delayed draw term loans, the maturity date used is that of the associated term loan.

(4)

Based on the rate in effect at March 31, 2024 per our Consolidated Schedule of Investments for new commitments entered into during the quarter.

(5)

Based on the underlying rate if still held at March 31, 2024. For those investments sold or paid down in full during the year, based on the rate in effect at the time of sale or paid down.

Portfolio Internal Performance Ratings

In general, we employ a strategy designed to ensure early detection of potential issues at underlying borrowers, including monthly financial reviews internal tracking memoranda, weekly “watch list” discussions and other like activities. We have designed a risk rating system to aid in our portfolio management efforts where each investment is rated level 1-9, where Level 1 is the “least risky” and Level 9 is the “most risky.” This risk-rating system is quantitative in nature and aggregates criteria such as LTEV, leverage levels and fixed charge coverage ratios (“FCCR”) (each measured at point-in-time and as relates to levels at the close of the investment).

The table below sets forth our fair value of debt investments and number of portfolio companies, including percentage of each total, that are on watch list as of March 31, 2024 and December 31, 2023. This table excludes equity investments.

As of March 31, 2024

As of December 31, 2023

Fair Value
($ in millions)

Number of
Companies

Fair Value
($ in millions)

Number of
Companies

74.9

4.2

4.9

74.0

5.5

6.6

We use Global Industry Classification Standards (GICS), Level 3 – Industry, for classifying the industry groupings of our portfolio companies. The table below describes long-term investments by industry composition based on fair value as of March 31, 2024 and December 31, 2023.

	March 31, 2024			December 31, 2023

Trading companies & distributors		12.3	%		15.3	%
Food products		9.9	%		11.5	%
Health care providers & services		7.9	%		7.4	%
Commercial services & supplies		7.9	%		9.4	%
Containers & packaging		5.6	%		7.2	%
Aerospace & defense		5.4	%		6.3	%
Professional services		5.3	%		4.5	%
Leisure products		3.9	%		3.3	%
IT services		3.3	%		3.8	%
Chemicals		2.9	%		3.1	%
Machinery		2.8	%		3.8	%
Textiles, apparel & luxury goods		2.5	%		3.3	%
Automobile components		2.5	%		2.0	%
Specialty retail		2.5	%		0.7	%
Pharmaceuticals		2.3	%		0.5	%
Personal care products		2.3	%		3.0	%
Insurance		2.2	%		2.2	%
Software		2.0	%		2.5	%
Diversified telecommunication services		1.8	%		0.4	%
Health care equipment & supplies		1.7	%		1.5	%
Wireless telecommunication services		1.7	%		2.1	%
Hotels, restaurants & leisure		1.5	%		-	%
Building products		1.5	%		2.0	%
Media		1.5	%		-	%
Household durables		1.2	%		1.5	%
Entertainment		1.0	%		-	%
Semiconductors & semiconductor equipment		1.0	%		-	%
Household products		0.9	%		1.2	%
Construction materials		0.8	%		-	%
Biotechnology		0.7	%		0.9	%
Electrical equipment		0.5	%		-	%
Capital markets		0.5	%		0.6	%
Diversified consumer services		0.2	%		-	%
Total		100.0	%		100.0	%

Results of Operations

For the three months ended March 31, 2024 and 2023, our total investment income was derived from our portfolio of investments.

The following table represents the operating results for the three months ended March 31, 2024 and 2023.

	For the three months ended March 31,
	2024			2023
	($ in millions)			($ in millions)
Total investment income	$	46.5		$	36.4
Less: Net expenses		(22.7	)		(17.1	)
Net investment income		23.8			19.3
Net realized gains (losses) on investments		-			-
Net change in unrealized gains (losses) on investments		4.0			0.1
Net increase (decrease) in net assets resulting from operations	$	27.8		$	19.4

Investment Income

Investment income for the three months ended March 31, 2024 and 2023 totaled $46.5 million and $36.4 million, respectively, and consisted primarily of interest income on our debt investments. For the three months ended March 31, 2024, and 2023 we had $0.3 million and $0.2 million, respectively, of PIK interest included in interest income. As of March 31, 2024, we had one debt investment on non-accrual status. As of March 31, 2023, all debt investments were income producing, and there were no loans on non-accrual status.

Expenses

Operating expenses for the three months ended March 31, 2024 and 2023 were as follows:

	For the three months ended March 31,
	2024		2023
	($ in millions)		($ in millions)
Interest and debt financing expenses	$	15.7	$	11.5
Management fees		3.5		2.7
Incentive fees		2.6		2.1
Directors fees		0.1		0.2
Other operating expenses		0.8		0.6
Total expenses	$	22.7	$	17.1

Net Unrealized Gains (Losses) on Investments

We fair value our portfolio investments quarterly and any changes in fair value are recorded as unrealized gains or losses. During the three months ended March 31, 2024 and 2023, net unrealized gains (losses) on our investment portfolio were comprised of the following:

	For the three months ended March 31,
	2024			2023
	($ in millions)			($ in millions)
Unrealized gains on investments	$	7.7		$	3.6
Unrealized (losses) on investments		(3.7	)		(3.5	)
Net change in unrealized gains (losses) on investments	$	4.0		$	0.1

For these three-month periods ended March 31, 2024 and 2023, the top five largest contributors to the change in unrealized gains and change in unrealized losses on investments are presented in the following tables.

	For the three months ended
	March 31, 2024
	($ in millions)
Portfolio Company
Envirotech Services, LLC	$	0.9
Refocus Management Services, LLC		0.7
Pixel Intermediate, LLC		0.6
BC CS 2, L.P. (Cuisine Solutions)		0.6
CCFF Buyer, LLC (California Custom Fruits & Flavors, LLC)		0.5
Other portfolio companies unrealized gains		4.4
Other portfolio companies unrealized (losses)		(2.5	)
Siegel Egg Co., LLC		(0.1	)
FCA, LLC (FCA Packaging)		(0.2	)
Trademark Global LLC		(0.2	)
Universal Marine Medical Supply International, LLC (Unimed)		(0.3	)
American Soccer Company, Incorporated (SCORE)		(0.4	)
Total Change in Unrealized Gain (Loss), net	$	4.0

	For the three months ended
	March 31, 2023
	($ in millions)
Portfolio Company
Techniks Holdings, LLC / Eppinger Holdings Germany GMBH	$	0.6
Engineered Fastener Company, LLC (EFC International)		0.6
Krayden Holdings, Inc.		0.5
Pavion Corp.(f/k/a Corbett Technology Solutions, Inc.)		0.4
BLP Buyer, Inc. (Bishop Lifting Products)		0.2
Other portfolio companies unrealized gains		1.3
Other portfolio companies unrealized (losses)		(2.1	)
Gusmer Enterprises, Inc.		(0.2	)
LSL Industries, LLC (LSL Healthcare)		(0.3	)
Genuine Cable Group, LLC		(0.3	)
Drew Foam Companies, Inc.		(0.3	)
AIDC Intermediate Co 2, LLC (Peak Technologies)		(0.3	)
Total Change in Unrealized Gain (Loss), net	$	0.1

Financial Condition, Liquidity and Capital Resources

Our liquidity and capital resources are generated primarily from the net proceeds of any offering of our shares of common stock, proceeds from borrowing on our credit facilities, proceeds from the issuance of senior unsecured notes and from cash flows from interest and fees earned from our investments and principal repayments and proceeds from sales of our investments. Our primary use of cash will be investments in portfolio companies, payments of our expenses, repayments of borrowings under credit facilities and senior unsecured notes, and payment of cash distributions to our stockholders.

We finance our investments with leverage in the form of borrowings under credit facilities and issuances of senior unsecured notes. We also intend to further borrow under credit facilities and/or issue senior unsecured notes in the future in order to finance our investments. In accordance with the 1940 Act, we are required to meet a coverage ratio of total assets (less total liabilities other than indebtedness) to total borrowings and other senior securities (and any preferred stock that we may issue in the future) of at least 150%. If this ratio declines below 150%, we cannot incur additional leverage and could be required to sell a portion of our investments to repay some leverage when it is disadvantageous to do so. As of March 31, 2024 and December 31, 2023, our asset coverage ratios were 223% and 198%, respectively. We currently intend to target asset coverage of 200% to 180% (which equates to a debt-to-equity ratio of 1.0x to 1.25x) but may alter this target based on market conditions.

Over the next twelve months, we expect that cash and cash equivalents, taken together with our available capacity under our credit facilities, will be sufficient to conduct anticipated investment activities. Beyond twelve months, we expect that our cash and liquidity needs will continue to be met by cash generated from our ongoing operations as well as financing activities.

As of March 31, 2024, we had $75 million Notes outstanding, $584 million borrowed under our credit facilities and cash and cash equivalents of $44.3 million (including short-term investments). As of May 7, 2024, we had $75 million Notes outstanding, $537 million borrowed under our credit facilities and cash and cash equivalents of $82.0 million (including short-term investments).

Capital Contributions

On February 14, 2024, we issued 7,089,771 shares of our common stock related to capital called at an aggregate purchase price of $118.7 million. On April 2, 2024, we issued 16,232,415 shares of our common stock related to capital called at an aggregate purchase price of $269.9 million. During the three months ended March 31, 2023, we did not issue any shares of our common stock related to capital called. As of May 3, 2024, we had called all of our capital relating to our $1,046.9 million in existing subscription agreements that we had entered into with investors through a private offering, and we do not have any remaining undrawn capital commitments.

Senior Unsecured Notes

As of March 31, 2024, we have $75 million of senior unsecured notes outstanding, with $25 million of 8.65% Series A Notes due June 2027 (the “Series A Notes”) and $50 million of 8.74% Series B Notes due June 2028 (the “Series B Notes”, and collectively with the Series A Notes, the “Notes”).

Credit Facilities

Corporate Credit Facility: As of March 31, 2024, we are party to a senior secured revolving credit facility (the “Corporate Credit Facility”), that has a total commitment of $400 million. The facility’s commitment termination date and the final maturity date are February 18, 2026 and February 18, 2027, respectively. The Corporate Credit Facility also provides for a feature that allows us, under certain circumstances, to increase the overall size of the Corporate Credit Facility to a maximum of $550 million. The interest rate on the Corporate Credit Facility is equal to Term SOFR (a forward-looking rate based on SOFR futures) plus an applicable spread of 2.35% per annum or an “alternate base rate” (as defined in the agreements governing the Corporate Credit Facility) plus an applicable spread of 1.25%. We are also required to pay a commitment fee of 0.375% per annum on any unused portion of the Corporate Credit Facility.

Revolving Funding Facility: On April 3, 2024, we and our wholly owned, special purpose financing subsidiary, Kayne Anderson BDC Financing, LLC (“KABDCF”), amended our senior secured revolving funding facility (the “Revolving Funding Facility”). Under the terms of the third amendment, we and KABDCF increased the commitment amount from $455 million to $600 million. The Revolving Funding Facility is secured by all of the assets held by, and the membership interest in, KABDCF. The end of the reinvestment period was extended to April 2, 2027 and the maturity date was extended to April 3, 2029. The interest rate on the Revolving Funding Facility was reduced from daily SOFR plus 2.75% per annum to SOFR plus 2.375% - 2.50% per annum depending on the mix of loans securing the Revolving Funding Facility.

KABDCF is also required to pay a commitment fee of between 0.50% and 1.50% per annum depending on the size of the unused portion of the Revolving Funding Facility.

Revolving Funding Facility II: As of March 31, 2024, we and our wholly owned, special purpose financing subsidiary, Kayne Anderson BDC Financing II, LLC (“KABDCF II”), are party to a senior secured revolving credit facility (the “Revolving Funding Facility II”). The Revolving Funding Facility II has an initial commitment of $150 million which, under certain circumstances, can be increased up to $500 million. The Revolving Funding Facility II is secured by all of the assets held by KABDCF II and the Company has agreed that it will not grant or allow a lien on the membership interest of KABDCF II. The end of the reinvestment period and the stated maturity date for the Revolving Funding Facility II are December 22, 2026, and December 22, 2028, respectively. The interest rate on the Revolving Funding Facility II is equal to 3-month term SOFR plus 2.70% per annum. KABDCF II is also required to pay a commitment fee of 0.50% between December 22, 2023 and September 22, 2024 and 0.75% thereafter on the unused portion of the Revolving Funding Facility II.

Subscription Credit Agreement: As of March 31, 2024, we are party to a senior secured revolving credit agreement that includes a capital call facility (the “Subscription Credit Agreement”). The Subscription Credit Agreement permits us to elect the commitment amount each quarter to borrow up to $50 million, subject to availability under the borrowing base which is calculated based on the unused capital commitments of the investors meeting various eligibility requirements. The Subscription Credit Agreement has a maximum commitment of $50 million and the interest rate under the facility is equal to Term SOFR plus 2.25% (subject to a 0.275% floor). We are also required to pay a commitment fee of 0.25% per annum on the unused portion of the Subscription Credit Agreement. We also pay an extension fee of 0.075% per quarter on the elected commitment amount on the first day of each calendar quarter. On April 1, 2024, we repaid all amounts outstanding and terminated the remaining commitment of $50 million under the Subscription Credit Agreement that was scheduled to mature on December 31, 2024.

Contractual Obligations

A summary of our significant contractual principal payment obligations related to the repayment of our outstanding indebtedness at March 31, 2024 is as follows:

	Payments Due by Period ($ in millions)
	Total		Less than 1 year		1-3 years		3-5 years		After 5 years
Senior Unsecured Notes	$	75.0	$	-	$	-	$	75.0	$	-
Corporate Credit Facility		198.0		-		198.0		-		-
Revolving Funding Facility		319.0		-		319.0		-		-
Revolving Funding Facility II		67.0		-		-		67.0		-
Subscription Credit Agreement		-		-		-		-		-
Total contractual obligations	$	659.0	$	-	$	517.0	$	142.0	$	-

Off-Balance Sheet Arrangements

As of March 31, 2024 and December 31, 2023, we had an aggregate $169.1 million and $147.9 million, respectively, of unfunded commitments to provide debt financing to our portfolio companies. Such commitments are generally subject to the satisfaction of certain financial and nonfinancial covenants and involve, to varying degrees, elements of credit risk in excess of the amount recognized in our financial statements. Other than contractual commitments and other legal contingencies incurred in the normal course of our business, we do not have any other off-balance sheet financings or liabilities.

Critical Accounting Estimates

The preparation of our consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses. Changes in the economic environment, financial markets, and any other parameters used in determining such estimates could cause actual results to differ. Our critical accounting policies, including those relating to the valuation of our investment portfolio, are described below. The critical accounting policies should be read in conjunction with our risk factors in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and in this Quarterly Report. See Note 2 to our consolidated financial statements for the three months ended March 31, 2024, for more information on our critical accounting policies.

Investment Valuation

Traded Investments (Level 1 or Level 2)

Investments for which market quotations are readily available will typically be valued at those market quotations. Traded investments such as corporate bonds, preferred stock, bank notes, broadly syndicated loans or loan participations are valued by using the bid price provided by an independent pricing service, by an independent broker, the agent bank, syndicate bank or principal market maker. When price quotes for investments are not available, or such prices are stale or do not represent fair value in the judgment of our Advisor, fair market value will be determined using our Advisor’s valuation process for investments that are privately issued or otherwise restricted as to resale.

We may also invest, to a lesser extent, in equity securities purchased in conjunction with debt investments. While we anticipate these equity securities to be issued by privately held companies, we may hold equity securities that are publicly traded. Equity securities listed on any exchange other than the NASDAQ Stock Market, Inc. (“NASDAQ”) are valued, except as indicated below, at the last sale price on the business day as of which such value is being determined. If there has been no sale on such day, the securities are valued at the mean of the most recent bid and ask prices on such day. Securities admitted to trade on the NASDAQ are valued at the NASDAQ official closing price. Equity securities traded on more than one securities exchange are valued at the last sale price on the business day as of which such value is being determined at the close of the exchange representing the principal market for such securities. Equity securities traded in the over-the-counter market, but excluding securities admitted to trading on the NASDAQ, are valued at the closing bid prices.

Non-Traded Investments (Level 3)

Investments that are privately issued or otherwise restricted as to resale, as well as any security for which (a) reliable market quotations are not available in the judgment of our Advisor, or (b) the independent pricing service or independent broker does not provide prices or provides a price that in the judgment of our Advisor is stale or does not represent fair value, shall each be valued in a manner that most fairly reflects fair value of the security on the valuation date. We expect that a significant majority of our investments will be Level 3 investments. Unless otherwise determined by the Advisor, the following valuation process is used for our Level 3 investments:

●

Refer to Note 5 – Fair Value – for more information on the Company’s valuation process.

Revenue Recognition

We record interest income on an accrual basis to the extent that we expect to collect such amounts. For loans and debt securities with contractual PIK interest, which represents contractual interest accrued and added to the principal balance, we generally will not accrue PIK interest for accounting purposes if the portfolio company valuation indicates that such PIK interest is not collectible. We do not accrue as a receivable interest on loans and debt securities for accounting purposes if we have reason to doubt our ability to collect such interest. OIDs, market discounts or premiums are accreted or amortized using the effective interest method as interest income. We record prepayment premiums on loans and debt securities as interest income.

Related Party Transactions

Investment Advisory Agreement. On February 5, 2021, we entered into the Investment Advisory Agreement with our Advisor. On March 6, 2024, the Board approved an additional one-year term of the Investment Advisory Agreement from March 16, 2024 to March 15, 2025. In addition, on March 6, 2024, the Board approved an amended and restated investment advisory agreement between the Company and the Advisor, which will be effective upon an initial public offering of shares of common stock. Our Advisor will agree to serve as our investment advisor in accordance with the terms of our Investment Advisory Agreement. Payments under our Investment Advisory Agreement in each reporting period will consist of the base management fee equal to a percentage of the fair market value of investments, including, in each case, assets purchased with borrowed funds or other forms of leverage, but excluding cash, U.S. government securities and commercial paper instruments maturing within one year of purchase as well as an incentive fee based on our performance.

For services rendered under the Investment Advisory Agreement, we will pay a base management fee quarterly in arrears to our Advisor based on the of the fair market value of our investments including, in each case, assets purchased with borrowed funds or other forms of leverage, but excluding cash, U.S. government securities and commercial paper instruments maturing within one year of purchase. We will also pay an incentive fee on income and an incentive fee on capital gains to our Advisor.

Prior to an initial public offering or listing on an exchange of our common stock (an “exchange listing”), any incentive fees earned by the Advisor shall accrue as earned but only become payable in cash to the Advisor upon consummation of an exchange listing. To the extent the Company does not complete an exchange listing, the incentive fees will be payable to the Advisor (a) upon consummation of a sale of the Company or (b) once substantially all proceeds from a Company liquidation payable to the Company’s common stockholders have been distributed to such stockholders.

Administration Agreement. On February 5, 2021, we entered into the Administration Agreement with our Advisor, which serves as our Administrator and will provide or oversee the performance of its required administrative services and professional services rendered by others, which will include (but are not limited to), accounting, payment of our expenses, legal, compliance, operations, technology and investor relations, preparation and filing of its tax returns, and preparation of financial reports provided to its stockholders and filed with the SEC. On March 6, 2024, the Board approved an additional one-year term of the Administration Agreement through March 15, 2025.

We will reimburse the Administrator for its costs and expenses incurred in performing its obligations under the Administration Agreement, which may include its allocable portion of office facilities, overhead, and compensation paid to or compensatory distributions received by its officers (including our Chief Compliance Officer and Chief Financial Officer) and its respective staff who provide services to the Company. As the Company reimburses the Administrator for its expenses, such costs (including the costs of sub-administrators) will be ultimately borne by common stockholders. The Administrator does not receive compensation from us other than reimbursement of its expenses. The Administration Agreement may be terminated by either party with 60 days’ written notice.

Since the inception of the Company, the Administrator has engaged sub-administrators to assist the Administrator in performing certain of its administrative duties. During this period, the Administrator has not sought reimbursement of its expenses other than expenses incurred by the sub-administrators. On March 28, 2023, the Administrator engaged Ultimus Fund Solutions, LLC under a sub-administration agreement. Under the terms of the sub-administration agreement, Ultimus Fund Solutions, LLC will provide fund administration and fund accounting services. The Company pays fees to Ultimus Fund Solutions, LLC, which constitute reimbursable expenses under the Administration Agreement. The Administrator may enter into additional sub-administration agreements with third-parties to perform other administrative and professional services on behalf of the Administrator.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We are subject to financial market risks, including changes in interest rates. Interest rate sensitivity refers to the change in our earnings that may result from changes in the level of interest rates. Because we fund a portion of our investments with borrowings, our net investment income will be affected by the difference between the rate at which we invest and the rate at which we borrow. As a result, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income.

Assuming that the consolidated statement of assets and liabilities as of March 31, 2024 were to remain constant and that we took no actions to alter our existing interest rate sensitivity, the following table shows the annualized impact ($ in millions) of hypothetical base rate changes in interest rate (considering interest rate floors for floating rate instruments). We do not include our investments on non-accrual status and non-incoming producing as of March 31, 2024 in this calculation.

Change in Interest Rates	Increase (Decrease) in Interest Income			Increase (Decrease) in Interest Expense			Net Increase (Decrease) in Net Investment Income
Down 200 basis points	$	(35.2	)	$	(11.7	)	$	(23.5	)
Down 100 basis points	$	(17.6	)	$	(5.8	)	$	(11.8	)
Up 100 basis points	$	17.6		$	5.8		$	11.8
Up 200 basis points	$	35.2		$	11.7		$	23.5

The data in the table is based on the Company’s current statement of assets and liabilities.

We may hedge against interest rate fluctuations by using standard hedging instruments such as futures, options and forward contracts subject to the requirements of the 1940 Act. While hedging activities may insulate us against adverse changes in interest rates, they may also limit our ability to participate in benefits of lower interest rates with respect to our portfolio of investments with fixed interest rates.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

As of March 31, 2024 (the end of the period covered by this report), we, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended). Based on that evaluation, our management, including the Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were effective and provided reasonable assurance that information required to be disclosed in our periodic United States Securities and Exchange Commission (the “SEC”) filings 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. However, in evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of such possible controls and procedures.

Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during our most recently completed fiscal quarter 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 nor our Advisor is currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us, or against our Advisor.

From time to time, we, or our Advisor, may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights under contracts with our portfolio companies. While the outcome of these legal proceedings cannot be predicted with certainty, we do not expect that these proceedings will have a material effect upon our financial condition or results of operations.

From time to time we are involved in various legal proceedings, lawsuits and claims incidental to the conduct of our business. Our businesses are also subject to extensive regulation, which may result in regulatory proceedings against us.

Item 1A. Risk Factors.

In addition to the other information set forth in this report, you should carefully consider the risk factors described in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, which could materially affect our business, financial condition and/or operating results. The risks described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affect our business, financial condition and/or operating results.

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

As set forth in the table below (dollars in thousands, except per share and share amounts), during the three months ended March 31, 2024, we issued and sold 7,089,771 shares of common stock at an aggregate offering amount of approximately $118.7 million. The issuance of the shares of common stock was exempt from the registration requirements of the Securities Act, pursuant to Section 4(a)(2) and Rule 506(b) of Regulation D thereof and previously reported by us on our current reports on Form 8-K. The Company relied, in part, upon representations from the investors in the subscription agreements that each investor was an accredited investor as defined in Regulation D under the Securities Act. We did not engage in general solicitation or advertising, and did not offer securities to the public in connection with such issuances and sales.

Offering

Aggregate

price per

Common stock

offering

Common stock issue date

shares issued

amount

February 14, 2024

16.74

7,089,771

118,689

Item 3. Default Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.

The exhibits required by this item are set forth in the Exhibit Index attached hereto and are filed or incorporated as part of this Report.

Exhibit Index

3.1		Certificate of Formation (3)
3.2		Initial Limited Liability Company Agreement (1)
3.3		Certificate of Conversion (2)
3.4		Certificate of Incorporation (2)
3.5		Amended and Restated Bylaws (5)
4.1		Description of Securities (3)
10.1		Investment Advisory Agreement (1)
10.2		Amendment to Investment Advisory Agreement (3)
10.3		Administration Agreement (1)
10.4		License Agreement (1)
10.5		Indemnification Agreement (1)
10.6		Custody Agreement (1)
10.7		Subscription Agreement (1)
10.8		Credit Agreement, dated February 5, 2021, by and between Kayne Anderson BDC, Inc., as borrower, lenders signatories thereto, and agent and the lead arranger (2)
10.9		Second Amendment to Credit Agreement, dated December 3, 2021, by and between Kayne Anderson BDC, Inc., as borrower, lender signatories thereto, and agent and lead arranger (5)
10.10		Third Amendment to the Credit Agreement, dated December 30, 2022, by and between Kayne Anderson BDC, Inc., as borrower, lenders, and City National Bank as administrative agent for the lenders (7)
10.11		Fourth Amendment to the Credit Agreement, dated December 31, 2023, by and between Kayne Anderson BDC, Inc., as borrower, lenders, and City National Bank as administrative agent for the lenders (10)
10.12		Senior Secured Revolving Credit Agreement (4)
10.13		Loan and Security Agreement (4)
10.14		First Amendment to Loan and Security Agreement, dated November 17, 2022, by and between KA Credit Advisors, LLC, as collateral manager, Kayne Anderson BDC Financing, LLC, as borrower, certain lenders thereto, administrative agent for the lenders, and collateral agent for the lenders (6)
10.15		Second Amendment to Loan and Security Agreement, dated June 29, 2023, by and between KA Credit Advisors, LLC, as collateral manager, Kayne Anderson BDC Financing, LLC, as borrower, certain lenders thereto, administrative agent for the lenders, and collateral agent for the lenders (8)
10.16		Third Amendment to Loan and Security Agreement, dated April 3, 2024, by and between KA Credit Advisors, LLC, as collateral manager, Kayne Anderson BDC Financing, LLC, as borrower, certain lenders thereto, administrative agent for the lenders, and collateral agent for the lenders (11)
10.17		Loan and Security Agreement, dated December 22, 2023, by and between KA Credit Advisors, LLC, as portfolio manager, Kayne Anderson BDC Financing II, LLC, as borrower, certain lenders thereto, collateral administrator for the lenders, collateral agent for the lenders, securities intermediary party, and administrative agent for the lenders (9)
10.18		Notes Purchase Agreement, dated June 29, 2023, by and among the Company and the Purchasers party thereto (8)
21.1		Subsidiaries of Kayne Anderson BDC, Inc. (3)
31.1*		Certification of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		Inline XBRL Instance Document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

(1)	Incorporated by reference from the Company’s Amendment No. 2 to Form 10, as filed with the Securities and Exchange Commission on November 9, 2020.

(2)	Incorporated by reference from the Company’s Form 8-K, as filed with the Securities and Exchange Commission on February 9, 2021.

(3)	Incorporated by reference from the Company’s Form 10-K, as filed with the Securities and Exchange Commission on March 10, 2023.

(4)	Incorporated by reference from the Company’s Form 8-K, as filed with the Securities and Exchange Commission on February 25, 2022.

(5)	Incorporated by reference from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022, as filed with the Securities and Exchange Commission on August 15, 2022.

(6)	Incorporated by reference from the Company’s Form 8-K, as filed with the Securities and Exchange Commission on November 22, 2022.

(7)	Incorporated by reference from the Company’s Form 8-K, as filed with the Securities and Exchange Commission on January 6, 2023.

(8)	Incorporated by reference from the Company’s Form 8-K, as filed with the Securities and Exchange Commission on July 5, 2023.

(9)	Incorporated by reference from the Company’s Form 8-K, as filed with the Securities and Exchange Commission on December 29, 2023.

(10)	Incorporated by reference from the Company’s Form 8-K, as filed with the Securities and Exchange Commission on January 5, 2024.

(11)	Incorporated by reference from the Company’s Form 8-K, as filed with the Securities and Exchange Commission on April 8, 2024.

Filed 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.

	Kayne Anderson BDC, Inc.

Date: May 8, 2024
		/s/ Douglas L. Goodwillie
	Name:	Douglas L. Goodwillie
	Title:	Co-Chief Executive Officer
		(Co-Principal Executive Officer)

Date: May 8, 2024
		/s/ Kenneth B. Leonard
	Name:	Kenneth B. Leonard
	Title:	Co-Chief Executive Officer
		(Co-Principal Executive Officer)

Date: May 8, 2024
		/s/ Terry A. Hart
	Name:	Terry A. Hart
	Title:	Chief Financial Officer and Treasurer
		(Principal Financial and Accounting Officer)