Barings BDC, Inc.

Greetings. At this time, I would like to welcome everyone to the Barings BDC, Inc. conference call for the quarter ended March 31, 2019. All participants are on a listen-only mode. A question-and-answer session will follow the company's formal remarks. If you would like to ask a question today, you may do so by pressing star 1 on your telephone keypad. Today's call is being recorded, and a replay will be available approximately two hours after the conclusion of the call on the company's website at www.bdc.gov. Please note that this call may contain forward-looking statements that include statements regarding the company's goals, beliefs, strategies, future operating results, and cash flows. Although the company believes these statements are reasonable, actual results could differ materially from those projected in forward-looking statements. These statements are based on various underlying assumptions and are subject to numerous uncertainties and risks. including those disclosed under the sections titled Risk Factors and Forward-Looking Statements in the company's annual report on Form 10-K for the fiscal year ended December 31, 2018, and quarterly report on Form 10-Q for the quarter ended March 31, 2019. Each is filed with the Securities and Exchange Commission. Barings BDC undertakes no obligation to update or revise any forward-looking statements unless required by law. At this time, I will turn the call over to Eric Boyd, Chief Executive Officer of Barings BDC.

Thank you, Donna, and good morning, everyone. We appreciate you joining us for today's call, and please note that throughout this call, we'll be referring to our first quarter 2019 earnings presentation that is posted on the Investor Relations section of our website. On the call today, I'm joined by Barings BDC's President and Barings Co-Head of North America Private Finance, Ian Fowler. Tom McDonald, Managing Director and Portfolio Manager in Global High Yield, and the BDC's Chief Financial Officer, Jonathan Bach. Ian and John will review our first quarter results and market trends in a few moments, but I'd like to begin our call today with a few high-level comments about the quarter. Please turn to slide five of the presentation. This is an update to a slide we shared last quarter highlighting the volatility of liquid credit spreads and their correlation to BDC stock prices. In the fourth quarter, the liquid credit markets experienced their worst quarter since the financial crisis, with prices falling roughly 4.5%. Loan spreads recovered by approximately 100 basis points in January and February of 2019, although the market weakened modestly in March. The first quarter saw a corresponding increase in BDC stock prices that reflected the increase in spreads, with BDC total returns outpacing the broader market. This spread recovery drove improved marks for our broadly syndicated loan portfolio, as underlying performance at our portfolio companies has remained strong. Now turning to slide six, here you'll see our first quarter highlights. You can see our NAV increased 4.9% to $11.52 per share. This was primarily driven by the spread movements I just discussed, resulting in a higher fair value for a Raleigh syndicated loan portfolio. Once again, this movement in portfolio values is not the result of changes in underlying company fundamentals, but rather was driven by a partial reversal of the technically driven sell-off in global credit spreads in the fourth quarter of 2018. Moreover, with continued tightening in liquid credit spreads in the second quarter of 2019, approximately half of the remaining unrealized loss has already been recovered so far in this quarter. From an operating standpoint, our middle market portfolio ramp continued, though it was seasonally down given the deal activity is often slow at the beginning of the year. During the quarter we made investments totaling $65 million and the total value of our middle market portfolio increased to $289 million at quarter end. Net investment income of 16 cents a share was consistent with the fourth quarter and in excess of our first quarter dividend of 12 cents per share. While quarter over quarter investment income increased due to the larger investment portfolio, net investment income was flat due in part to late investment fundings and higher financing costs associated with our new $800 million corporate credit facility that closed in mid-February. I would also note that we will experience the full quarter effect of unused fees in the second quarter of 2019. However, we expect that earnings pressure to be temporary as we continue to leverage our credit line, and we believe the additional liquidity provided by our facility is well worth the cost. On slide seven, we summarized some further financial highlights for the first quarter compared to the previous two quarters. In the middle of the slide, you can see the $25.4 million of net unrealized appreciation that drove the net income and NAV increases in Q1, recovering a large portion of the $52.3 million of unrealized appreciation recorded in the fourth quarter. Leverage was up slightly from last quarter, and our $1.2 billion investment portfolio was partially supported by $580 million of borrowings under our broadly syndicated loan facility, and 40 million of borrowings under our new $800 million corporate revolver. Subsequent to quarter end, we issued an on-balance sheet CLO structure for a portion of our broadly syndicated loan holdings. This allows for very attractive, match-funded financing, and an all-in cost that was lower than our broadly syndicated loan facility. I'll let Jonathan further outline these benefits in his remarks. Before I turn the call over to Ian, I'd like to provide a quick update on our share repurchase program. As our chairman, Mike Reno, outlined on our earnings call last quarter, we believe share repurchases are an important part of any long-term capital allocation philosophy. The share repurchase plan we announced for 2019 aims to repurchase up to 2.5% of the outstanding shares of Barings BDC stock when it trades at prices below NAV and purchase up to 5% of the outstanding shares in the event the stock trades at prices below 0.9 of NAV, subject to liquidity and regulatory constraints. Through a combination of purchases under Rule 10b-5-1 and Rule 10b-18 plans, the company has already purchased approximately 1.5% of its outstanding shares. Overall, this year's repurchase program, our underlying capital allocation philosophy, and substantial ownership by our parent further differentiate our commitment to market-leading alignment with our shareholders. With that, Ian will now provide an update on our investment portfolio and trends we're seeing in the middle market.

Thank you, Eric, and good morning, everyone. Jumping to slide 10, you can see a summary of our new investments and repayments for the last three quarters. Following a very active fourth quarter, the first quarter was slower for both Barings BDC and the market as a whole, as we had 59 million of net middle market loan fundings. While quarters will fluctuate, you can see that our average level of middle market fundings for the last three quarters is roughly 100 million, consistent with the expected average Additionally, we had net sales of BSL portfolio investments of $33 million, continuing our strategy to opportunistically exit certain BSL investments in order to fund middle market portfolio growth. Turning to slide 11, you can see that as of March 31st, the BDC was invested in roughly $838 million of liquid, broadly syndicated loans and $317 million in private middle market loans, including delayed draw term loans. Overall, our portfolio consists of 99% senior secured first lien assets. The BSLs continue to be a diversified portfolio of 111 investments across multiple industries with a weighted average spread of 329 basis points and a yield at fair value of 6%. Senior leverage for this portfolio remained consistent with last quarter, with a weighted average of 4.9 times senior debt EBITDA. Now shifting to the middle market portfolio stats on slide 11, as of March 31st, our 317 million middle market portfolio was spread across 25 portfolio companies, as compared to 249 million across 19 portfolio companies at the end of 2018. Underlying portfolio company fundamentals remains strong with weighted average senior leverage of 4.5 times and a median EBITDA size of our first lien middle market exposure of approximately 34 million. Of the 25 middle market investments, 22 are first lien investments and three are second lien term loans selectively made after considering their leverage levels, structure, credit profiles, and absolute returns. Average spreads and yields are also consistent with last quarter at 501 basis points and 7.8% respectively. We will always evaluate yield structures for the best risk-adjusted returns. But I also want to be clear that we will continue to focus on a predominantly first lean senior secured strategy. Our middle market portfolio remains well diversified as the 25 investments are spread across 13 industries and no investment exceeds 2.1 percent of the total portfolio. Our top 10 investments are shown on slide 12. Now turning to slide 14, here you will see the start of the three slides that outline middle market spread and leverage trends with third-party data from Refinitiv. I think it's valuable to use these same slides each quarter in order to consistently highlight trends in the market. As you can see on slide 14, which illustrates middle market spreads from first lean to mezzanine, there was modest spread widening across much of the middle market in the first quarter. The exception was second lean spreads, which decreased slightly after an increase in the fourth quarter, continuing a trend of tracking more closely with the liquid market. Overall, spreads in the middle market have remained relatively stable and are generally slightly above 2018 averages. Slide 15 shows a slight uptick in leverage during the first quarter for the all-senior and traditional first lien, second lien categories, continuing the increasing leverage trend of recent years. A breakdown of leverage trends by industry is shown on slide 16. While we have the capability and focus to search for the most attractive relative value in a capital structure, our general preference is to structure very deep first lien senior debt into a bifurcated traditional first lien, second lien structure, where the risk-return profile is more clear. Importantly, this allows us to consider where true value really sits. In this competitive environment, we believe the focus, discipline, and capabilities of the Barings platform will lead to high-quality investment opportunities. With that, I'll turn the call over to John to provide more color on our first quarter financial results.

Thanks, Ian. On slide 18, you'll see a bridge of the company's net asset value per share from December 31st to March 31st. Now, the primary components of the NAB increase to $1,152 were unrealized depreciation on our investment portfolio of $0.50 per share due to a meaningful swing in market yields. Our net investment income for the first quarter exceeding our quarterly dividend by $0.04 a share and a $0.02 increase to accretion from the share repurchase plan. Slides 19 and 20 show our income statement and balance sheets for the last three quarters. A couple of key items to remember for the first quarter. First, pursuant to our advisory agreement, the base management prepaid bearings increased from one point last year to 1.125% this quarter, what will remain for the rest of this calendar year. Second, as Eric mentioned, we incurred higher interest and other financing fees due in part to commitment fees associated with our new $800 million corporate credit facility. Our $1.2 billion investment portfolio was supported by borrowings of $580 million under the BSL facility and $40 million under the new corporate revolver, and that resulted in quarter-end leverage of 1.06 times or 0.94 times debt-to-equity after adjusting for cash, short-term investments, and net unsettled transactions. As we discussed on the call last quarter, our BSL funding facility was reduced to a commitment size of $600 million following the closing of the new $800 million Senior Secured Middle Market credit facility in February. Details regarding both credit facilities are shown on slide 21. Now, subsequent to quarter end, the BSL funding facility was reduced further to a total commitment size of $300 million in conjunction with an on-balance sheet static CLO issuance. This transaction effectively allowed us to shift the financing for more than half of our BSL portfolio from a short-term revolver to a long-term securitized debt offering. The all-in spread on the CLO is approximately 121 basis points, which is actually lower than the all-in spread of our BSL facility, while simultaneously extending the duration by roughly seven years. The effective advance rate of the CLO structure also matches the BSL facility but reduces the borrowing-based risk inherent in these types of facilities due to the daily valuation fluctuation. Now, it's important to know a few high-level concepts regarding the financing. First, it creates additional diversity in our capital structure. And as we now have a mix of permanent equity, long-term securitization, and two rebaros. Second point is it matches the duration of our liabilities with assets for a significant portion of our BSL portfolio while also lowering financing costs. And finally, this is another example of the structuring and management expertise that the Barings platform brings as the advisor to the BDC. Now slide 22 shows our paid and announced dividends since Barings took over as the advisor to the BDC. Now we announced yesterday that our second quarter dividend of 13 cents will be paid on June 19th, and that's another increase to also align our dividend with the earnings power of our portfolio. Now looking ahead, slide 24 summarizes our investment activity since March 31st. In the second quarter, we made $66 million of new middle market investment commitments at an average three-year discount margin of 5.8%, of which $55 million have already funded. Now after a relatively slower first quarter, this is a good start to the second quarter and in line with a general historic trend. Now, as I mentioned on our last quarter call, our intention is to drive shareholder returns not just through middle market investments, but also through the effective use of our non-qualified asset bucket via a joint venture with a very respected institutional partner. As announced last night, Barron's BDC entered into a joint venture with the state of South Carolina retirement system. This joint venture will have approximately $550 million in in underlying equity and will be leveraged commensurate with its underlying asset mix. That asset mix will be highly diversified across multiple asset classes including U.S. and European liquid credit, U.S. and European illiquid credit, structured products, and real estate debt. Now, a few benefits to point out here. The first is diversification. This wide investment mandate of the program allows Barings BDC to gain exposure to a diversified pool of investments, asset classes, yield profiles, and geographies. The second benefit ties to scale. This JV provides meaningful investment capacity in a wide range of asset classes for both Barings and the private finance platform overall. And finally, there's an element of affirmation of Barings BDC's strong platform and charitable focus. As many of the investment community are aware, South Carolina Retirement System remains a leading investor in the private credit and alternatives category with a number of respected managers, and we greatly appreciate their partnership with Barron GDC and look forward to deriving attractive risk-adjusted returns to shareholders in the future. Turning to our probability weighted pipeline on slide 25, Investors can see that our North American private finance pipeline, or expected closings, is approximately $440 million and remains heavily first lien and senior secured focus across a wide variety of diversified industries. Now remember, this pipeline is an estimate just based on expected closing rates for all deals in our investment pipeline and should just be looked at it as such. And with that, operator, we'd like to open the line for questions.

Thank you. At this time, we will be conducting a question and answer session. If you would like to ask a question, please press star 1 on your telephone keypad. A confirmation tone will indicate your line is in the question queue. You may press star 2 if you would like to remove your question from the queue. For participants using speaker equipment, it may be necessary to pick up your handset before pressing the star keys. In the interest of time, we do ask that you limit yourself to one question and one follow-up. Once again, that is star one to register questions at this time. Our first question today is coming from Mickey Chalene of Leidenberg Bauman. Please go ahead.

Yes. Good morning, everyone. Jonathan, I just want to follow up on your comments on the JV. As we all know, in the past, these JVs were used to form senior loan funds, which would allow BDCs to tap into, you know, synthetically higher leverage. That's obviously no longer an issue with the new regulatory regime. So I want to make sure I understand your rationale. Are you saying that you are primarily going to invest in non-qualified assets and therefore you can gain more scale into those assets by only counting the equity in the JV as non-qualified as opposed to all of those assets?

I kind of characterize it differently. So, you know, Mickey, I think you've had a chance, you've had an opportunity to see the entirety of the Barings platform and a capability across a number of different asset classes. So, you know, Barings in totality manages over $300 billion across liquid credit, illiquid credit, structured products, real estate, et cetera. And so what this joint venture program allows one to do is not only invest in specific asset classes that are non-qualified, which you could, in a sense, you know, see in the non-qualified buckets, It also allows you to do qualified investments, but do them at different yield profiles to drive return. So really, the focus is looking at it from a relative value perspective. One thing you always find is in the middle market, in some cases, if all you focus on is one specific sliver of market, you lose a wide frame of reference that could help you price those assets better. And so having an opportunity to benefit from Barron's platform and management in all these asset classes is allows the BDC to take a diversified point of JT equity to drive return, as well as provide some diversification benefits to some assets that may sit on the BDC balance sheet and be shared between the two. Does that make sense, Mickey?

Yeah, that's helpful. And just one follow-up question, if I may. With the forward LIBOR curve now negatively sloped, I'd like to ask how you're managing the downside risk to the portfolio's yield in terms of the trends you're getting in LIBOR floors and whether you're starting to think about doing more fixed rate deals if you can, or potentially hedging this risk instead.

So this is Eric. Maybe bring up a great point on LIBOR, right? It's the uncontrollable in some ways from the yield from our portfolio. I'd say we look at it a couple of ways. One, we continue to put 1% LIBOR floors in our deals. And so that floor, if you want to think of it that way, exists. But obviously, that's 100-ish basis points lower than where we are today. Two, we have not focused on fixed rate deals within this portfolio. And really, in general, we still think the floating rate approach is the better approach to go over the long term. The second point I'd make on that is, We haven't done any real hedging of the portfolio to try and play out the interest rate risk. We don't think that ultimately that's a core competency that we think applies to the BDC. And then the third thing I'd say is what we do focus on, however, is the credit spread within our assets. And so when we look at transactions, we do believe there's an absolute floor to credit spread, which then ties into yield. But that credit spread is ultimately what we believe people really pay us for. and therefore we make sure that we keep an attractive credit spread in that, not just kind of chasing yield. Another way of saying it, if LIBOR would go to 4%, that doesn't mean we're going to start doing LIBOR plus 300 deals just because it makes a 7% return. So we don't want to kind of chase LIBOR up or down.

I understand. That's really helpful and appreciate your time this morning. Thank you. Thank you.

Thank you. Our next question is coming from Kyle Joseph of Jefferies. Please go ahead.

Hey, good morning, guys, and thanks very much for taking my questions. From a modeling perspective, it sounds like you guys have a pretty attractive pipeline of middle market deals to deploy capital into. Just thinking about that, how do you plan on funding that? Is it more BSL sales? Obviously, you guys have plenty of debt capacity, given what you've done on the right side of your balance sheet recently, or is it going to be more of a balance between those two?

So this is Eric. I'd say we really monitor it as kind of what's the best available option at a given time. One of the things we want to do is make sure we're protecting NAV in that scenario. So I'll give you an example. If you think back to November, December of last quarter when the Broly syndicated loans were selling off and if we had a pipeline then that we needed to fund, and leverage were at a certain level, we may take leverage up a little bit versus selling a loan at a price that we think is unattractive and realizes a loss that we think is not justified. So we may take leverage up a little bit there. As we sit today, as John referenced, from the $50 million or so unrealized mark down in the fourth quarter, about $25 million of that was recovered in the first quarter. It's continued to improve from there. So as we sit today, We feel like there's opportunities to sell liquid Raleigh syndicated loan collateral in order to fund middle market assets and not do so at a loss that would impact NAV.

That makes a lot of sense. Thanks. Just one follow-up for me. Given industry leverage changes, you've seen some of your competitors start to increase leverage as well. And I'm just wondering what sort of competitive impacts you're seeing in the market. Are there pockets where you're seeing more competition? Are there pockets of the market where you're seeing less competition?

Yeah, this is Eric. And Ella, you can jump in here too. But I think in general, I'd say it's pretty consistent. I wouldn't say there's one place where there's more or less competition. The practical reality of where we are today and the stage in the market and within direct lending is it is really competitive, and I'd say it's just competitive in all places in the market. I wouldn't say the leverage changes have – we haven't seen that really impact any part of the market, but I'll let Ian answer that.

And if you look at the market data that Refinitiv is putting out, I mean, essentially you're seeing leverage fairly stable. You're seeing yields fairly stable. And, you know, I would point out in a quarter where volume was low, to see that stability is actually a pretty good sign. And so I think as you look at the market today and you look at the players that are out there, you know, we really don't see any changes in the market. The key is really having the ability, I think, to, you know, write the big checks if you can and also be that capital solution provider that can move up and down the, in every single transaction.

That's very helpful. Thank you for answering my questions.

You got it. Thank you. Our next question is coming from Casey Alexander of Compass Point. Please go ahead.

Hey, good morning. Forgive me, my questions won't be as sophisticated as these other guys. Eric, you made mention, and I'm just not quite sure how you characterize it, that Half of the realized loss has been recovered thus far this quarter and I'm not sure exactly what you meant because you had $25 million unrealized gain in this quarter and a $55 million unrealized loss the previous quarter. Are you saying that you've regained half of the difference between those two in the second quarter or you're up to 50% of the original $55 million?

Yep. Let me make sure I clarify this. And if I don't, keep asking because I want to make sure this is clear. So we obviously believe in marking our assets true to the absolute price at every quarter like everybody does. The liquid collateral is frankly obviously the easiest on that, right? So if we went to the fourth quarter when the Brawley syndicated loan market sold off, we had a $50 million or so unrealized loss on that collateral. We had marked it down from where it was purchased because of the sell-off in the market. We recovered in the first quarter about $25 million of that $50 million. So now the unrealized loss was about $25 million. Since the end of the first quarter, that $25 million has been recovered. About half of that here in the second quarter, call it approximately $10 to $12 million, of that $25 of unrealized loss has been recovered. So as we sit here today, that means we have about a $10 to $12 million unrealized loss in our broadly syndicated loan portfolio primarily relative to where the purchase price was. Does that clarify?

Yes, it does. That's perfect. And we understand that could always change between now and the end of the quarter, but we certainly appreciate the update on that. So that's very, very helpful. Thank you. Absolutely. Secondly, the definition of the CLO securitization is that of a static pool, and you use broadly syndicated loans to collateralize that. Essentially, I guess, does that mean that there's no reinvestment period, so as soon as you either get repaid on a broadly syndicated loan or sell it to fund a traditional middle market loan, that that will then pay down the balance on the CLO as opposed to some other type of mechanism?

So I'm going to start with this, Casey, and I'll turn it over to Tom, who really runs that part for us. So importantly, we didn't take all of the broadly syndicated collateral and put it into the static CLO. We just took a portion of it and put it in the static CLO. We kept a portion of it outside of that for exactly the reasons you're picking up on, which is the flexibility to sell that collateral that's not in the static CLO whenever we want to to fund the middle market originations. As it gets to the static CLO, then I'll let Tom address that part. Right, yeah.

So we have a one-year no-call period. We can't sell assets for a year with a small bucket to do so and for credit purposes. But, yeah, it's static for a year. And then all paydowns come in and repay the notes on the CLO.

So that's correct. So one of the trades, Casey, this is Bob, that you get between a reinvestment period versus static one is that, one, when you bring that to the market, you have the ability to drive your cost of interest or spread of interest quite low. And really the reason you do that, if you look, the BDC has a significant amount of available liquidity on its other credit line, particularly the middle market revolver. You can always make sure that even though you can protect yourself by lowering your interest costs, but always have the ability to make investments at the right time to the extent spreads widen.

Okay, that's fine. And lastly, on the JV, I realize it's $50 million, you guys $500 million by South Carolina, but we're obviously not putting that into models. We do have to kind of model something here. Do you have sort of a thought process on potential ramp of the JV?

Yeah, you'd likely see that ramp over a general 10-quarter process or 10-quarter period, depending on where the investments sit and whether liquid or illiquid spreads, depending on the market environment, was giving you more attractive to rent than one versus the other. But a really more slow and steady and methodical will win the race. So expect that just a gradual growth over time.

And when you say a 10-quarter process, that would include using leverage versus your equity capital right off the bat, right? You're going to use a blend of leverage plus your equity capital as you do that ramp through 10 quarters.

I think that would be a fair assumption, yeah.

Terrific. Thank you very much for answering my questions.

Thank you. Our next question is coming from Robert Dodd of Raymond James. Please go ahead.

Hi, guys, and congrats on the quarter. Just two questions. One, I'll do the easy one first. Jonathan, on the base management fee, as you noted, right, I mean, it goes up to 1.8, or it went up to 1.8 at the beginning of the year. I mean, when I look at it, maybe I'm doing my math wrong, but it's down sequentially versus Q4 before the waivers. Obviously, the fee should have gone up. Average assets moved around a little bit, but can you reconcile that for me? It looks like it's lower than it should have been this quarter.

Yeah, sure. So, Robert, the way you want to think about it from a modeling perspective, the reason we had those waivers the first two quarters is those were inclusive of TCAP's prior results. And so the way the management fee, base management fee looks is it looks at the two prior quarters and makes those averages, and it backs out unsettled trades. So we're still looking back to those two quarters because it's a two quarter look back. But now those are strictly bearings, overall bearings reported quarters. And you just have to look at the unsettled trades because it was our view not to charge a management fee on something that wasn't earning its full economics. And so if you back out those unsettled trades from that average, you get exactly the fee that was calculated.

Got it. Got it. Thank you. On the JV... A question, I guess, what's the goal, the target, if you will, ROE for that vehicle? Either ROE to you or, you know, kind of returns within the vehicle? Because obviously, you know, in the past, a lot of BDCs have used JVs to goose up their ROE by applying double leverage, etc. Is the goal of this JV to kind of augment ROE for the BDC or diversification? You mentioned diversification. Diversity of earning streams has a lot of value even if it doesn't increase the ROE per se. Can you give us a little bit of color on that? Is it primary purpose diversification of income flows or would you expect it to, depending on the assets that go in obviously, to be accretive to to the numbers of ROE or accretive to the value of ROE through diversification, so to speak.

Yeah, I appreciate that, Robert. And this gets to a philosophical focus for us where we look at risk-adjusted return and we want to generate risk-adjusted return really where it sits. And if you try to back into a number and effectively solve for X, you can see managers really end up creating mistakes trying to find high-yield product that might not exist. So think of it as a great return diversifier, right, first. And if you think of the investment opportunities that exist, you've got investment opportunities that are commensurate with the BDC kind of ROE and hurdle target rates over time. But it always kind of carries a focus on underlying risk management. And really, when you think of Baring's platform overall and the ability to generate similar returns but do it across a number of uncorrelated asset classes, that was what was very attractive to us in order to enter into this joint venture with a trusted partner.

Got it. Thank you.

Thank you. Our next question is coming from Christopher Testa of National Securities Corporation. Please go ahead.

Hi. Good morning, guys. Thanks for taking my questions. Just on the BSL composition of the portfolio, obviously it didn't move down that much, even though the prices rebounded significantly. Was this purely a function of needing to do the securitization?

Yeah, I think that's right. So, it didn't move down a lot. I think the pipeline, there wasn't a significant pipeline, I think, on the middle market side. So, that's why it didn't move down a lot. I also think, obviously, the price recovered on the underlying assets. So, I think that's what you see there. And we did move, obviously, a portion of those over into the CLOL. We did retain some of them in larger positions on balance sheet.

Got it. So, and going forward, I know you guys had said that You have the one-year non-call on the static pool, and you can't sell any of the BSL in that. So should we expect the pace of sales of BSL to slow because you're basically only able to sell what's outside of that to then rotate into middle market? Is that a fair way to look at that?

Chris, this is Bach. I wouldn't look at it that way. I think of it about, number one, there's still the ability to sell some of the collateral within the BSL CLO. But remember, we have another $400 million that sits outside in BSL that you can also utilize. The second point is that's not affected by prepayments. And what you'll find is that the natural turnover that's occurring in that BSL book heavily matches our ability to fund middle market investment. So you term out, you match fund, you have no mark-to-market issue as it relates to the CLO, but you're still able to get the prepayments, you're still able to sell some, and you have additional bucket that sits across to the right of $400 million in BSL that can also be used as a part to fund middle market assets along with our additional leverage liquidity.

Got it. That's helpful. And I know you guys touched on this a little bit with Casey's question, but Why the choice of static over one that's not where you could take advantage of dislocation and not have that marked market risk and reinvest?

Sure. It purely gets to just the math and when you think of the available liquidity the underlying entity has. So if you think of a difference between a static versus a reinvestment deal, you might find that that could be anywhere between 30 to 40 basis points more. So if you end up locking in that financing cost at a higher spread, you may end up finding yourself worse off if you had available liquidity to make investments over time on an attractive revolver. So our view was with a significant amount of liquidity available already through the middle market line, right, and with a portion of the BAML line still outstanding, you really actually are able to drive ROE with a static choice and at the same time preserve your ability to make investments in the event spreads widened.

Hey, Chris, this is Eric. Let me try and jump in to make sure we're tying this all together, which I think we are. So the reason we didn't put all the liquid collateral into the static is obviously we don't want to tie our hands that way, right? The reason we did it, however, is the cheaper cost of financing and, importantly, the match funding of that financing, determining out that financing. So big picture numbers, as John said, $400-ish million of Raleigh syndicated loans are not in the static CLO. That allows us basically using $100 million per quarter of directly originated deals, about a year's worth of pipeline that we could sell broadly syndicated loans to fund middle market collateral. In addition, within the static CLO, we do have the ability to sell some of the collateral within that one-year period of time that could benefit if our originations were higher than $100 million per quarter. And repayments that would come in provide cash that comes out of the static CLO into the BDC that also would provide incremental liquidity. Then ultimately, you could have your other pools of leverage if you wanted to. If you had a really robust year, you can move it up. But we believe that the liquid collateral outside of the static gives us the financing that we need in order to sell those assets, in order to ramp the pool consistent with what we represented to you and others.

Got it. That's extremely helpful. Thank you. And touching on the JV a bit more, obviously you guys are able to use a bunch of different sort of investments. Are you going to have multiple different credit lines within that structure for the different investments, or is there going to be just one single line to fund everything?

I think you'll find that there will be a diverse liability structure inside the joint venture, just the same way as we look at diverse sources of funding inside the BDC. Okay.

Got it. And, you know, given that this is obviously off balance sheet and go to higher leverage and you guys have the reduced asset coverage, just philosophically, how do you kind of look at the total economic leverage of the JV combined with your total balance sheet leverage? What I'm getting at is if the mix of the assets in the JV, say, takes you to one and a half times and becomes a larger part of the book, does that make you maybe want to not take a balance sheet leverage as much because you're looking at the total economic leverage? or is that something that you're not really concerned with?

I'm going to start now, turn it over to John. I want to be really clear about the JV, which I think John was, but no part of this was about some of these terms, goosing leverage or double leverage. That was not and is not in any way, shape, or form the reason why we did it or the intention of it. It really was around the diversification of the asset pool and access to what we believe could be non-correlated assets consistent versus what's in the BDC. So that's kind of where it starts. And that was the reason we went into it. Obviously, we wanted to be ROE accretive, which means we're going to put leverage on it and some diversified pool, which we're working through right now. Where that leverage comes out and how we finance that, we do not believe would impact our philosophy on how we'll do the BDC. because the whole premise of going into the JV was not about getting double leverage or anything like that. But John, all the time.

I'd also say sometimes when you think about the BDC space and JVs, there can be the situation where the tail whacks the dog. And so when you think about our deliberate design for this in collaboration with a trusted partner, our view was a $50 million investment of equity for the BDC really, one, fits the point where you're able to offer a good diversified return, but also prevent some of the issues that you see in certain circumstances where the returns end up kind of forcing the BDC either to pay out an uneconomic dividend or have shareholders look at something that's less than sustainable over time.

Got it. Yeah, no, and I fully appreciate you guys aren't trying to just, you know, lever this up. I was just kind of asking in the context of, If, for example, you know, liquid credit presented itself the best opportunity relative to more diverse things and that made the JV leverage go up, how do you look at it in that way? But I fully appreciate what you guys are trying to do with the JV. But those are all my questions and really appreciate your time today.

Absolutely.

Thank you. Our next question is coming from Paul Johnson of KBW. Please go ahead.

Good morning, guys. I just had a question on basically the earnings. You guys have had a pretty good progress with your middle market deployment. So I'm sort of wondering how should we view the progress that you guys have made commensurate with your earnings growth? I know you mentioned on the call earlier just some late fundings and higher financing costs. or the reasons that earnings were sort of flat quarter over quarter. But I was wondering if you could just talk a little bit more about some of the factors that you would expect to increase your sort of run rate earnings.

This is Eric. I'll start and I'll turn it over to John to provide more detail. You know, the unused fee that we closed in mid-February through this quarter, and as I highlighted in my comments, will impact the second quarter from a full quarter perspective. you know, on $800 million. That was a decision that we made and I made around really locking in liquidity at a time where we are in the marketplace. So that $800 million, given the unused fee, does have a drag. I believe it's in the best interest of shareholders to have that size facility and have that liquidity over the next five years as we continue to build our liability structure because we believe strongly that term financing and liquidity are a foundational part of a strong BDC. How that ties into the earnings with the assets, I'll turn it over to John to walk through any specifics.

I'd say that if you're looking at the per share impact, I mean, to the extent that you have an unused fee of 37.5 basis points on kind of the outstandings, that can range between a penny or two of potential earnings direct until one is in effect through looking at utilization for the facility. One, just know that it's temporary. If you think about the general $100 million a quarter pace, and that pace is not set in stone. It's tied to relative value. It's just what history would tell us. That kind of puts the earnings growth profile just on track as slow and steady growth. Here is the point where we always want to make sure that slow and steady wins the race. And that's kind of what you can expect for how we're building the portfolio, and more importantly, how we're deploying the capital.

Sure, great. That's a very good color on that. I appreciate that. My last question was just sort of a modeling question on your G&A. It was just a little bit higher than we had expected this quarter. I think it was about like 66 basis points or so annually. We're just wondering, is that sort of a good run rate from here, or were there any sort of one-time items in there, and you'd expect that to be a little bit lower going forward?

You know, no real kind of expectations. You put on kind of that number. You just kind of look at overall, you know, the expenses that come in in the quarter as it relates to financings or using legal expenses as a portion of setting up those financings. So as you say, you can kind of expect over time some level of consistency, but really it's not something we can easily forecast because it is just tied to what we're doing as it relates to all the ways we're trying to drive value.

Great. Thanks. Those were all my questions.

Thank you. Our next question is coming from Finoche of Wells Fargo. Please go ahead. Finn, your line is live. Please make sure your line is not muted. Once again, Finn, your line is live. Can you please go ahead with your question? We'll move on to our next question from James Dowd of Stout Capital. Please go ahead. James, your line is live. Please go ahead with your question and make sure your phone is not muted.

Hello. Hi. Yeah, I just had a question relating to the shared buyback that you put out in February. I'm obviously really pleased to see you standing by that. You announced in this that you bought some in the first quarter and continued buying in the second quarter. Is there any way of us seeing those buybacks? Do you have to announce them at all, or is it just that you'll mention them in the quarterlies going forward?

We don't have an obligation to announce those. What we've communicated to shareholders and to research analysts and everybody out there is one of our foundational principles and bearings is transparency. And so we communicated that we are going to give you a quarterly update every single quarter on where we stand versus that share buyback. We're not going to be making an announcement and then not share that for a year or two. We'll continue to give you a quarterly update on that, both through our queue, earnings release, obviously, and then through these kind of presentations. So you should expect to get an update at the end of the second quarter on this also.

Brilliant. And now, Ryan, this is operated as sort of an arm's-length buyback by, you know, you've given specific instructions to the broker, and they just transact as per those instructions.

So there's really two components to it. And so, remember, this is the buyback from within the BDC, so the shareholders benefit from these purchases. There's an automated process if you want to think of it that way. that basically says buy X amount as given NAVs. Then there's a supplemental part that's in there, too, that can supplement that automatic programmatic plan.

And that supplemental bit, that's overseen by the board, is that?

Really, management is overseeing that. But the share buyback was approved by the board that was announced in February.

Brilliant. That's great. Thank you very much.

Yes, sir.

Thank you. Our next question is coming from Finn O'Shea of Wells Fargo. Please go ahead.

Hi, guys. Good morning. Thanks for taking my question. A lot was asked and answered today, so I'll try to continue a little bit on the joint venture side. You kind of outlined these strategies here and talked about – I think about 10 quarters of ramp, which I think will be 100 million or so net origination a quarter. So can you talk about, you know, the hold sizes you may have? Will this be a chunkier portfolio? And otherwise, you know, what's the sort of, you know – origination versus financial capital supply and demand from these lines and your, you know, do you receive sort of pro rata allocation as you wish that would enable you to, you know, ramp this seemingly more quickly than your core BDC portfolio in the direct lending line? I know I asked a lot there, but if you... Sure, go ahead.

Hey, Fann, it's Eric. I'll start and then I'll turn it over to Ian and John to highlight. A couple things I want to make sure we're really clear on. One, we do not see the JV cannibalizing the ramp of the BDC as we've laid it out. We don't see that happening. We expect the BDC to ramp consistent with what we've communicated to shareholders. This is not in any way we'll take away from that. Second one is The diversification of the assets in the JV, as John referenced, it allows for U.S. and European liquid collateral. Think of it as the type of stuff that you're seeing in our Raleigh syndicated loan portfolio that's in here right now, that type of collateral. It allows for directly originated U.S. and European assets. It allows for structured credit. It allows for real estate debt, as well as some other asset classes. Therefore, although it may seem that $550 million of equity with leverage, use whatever AUM assumption you want, it may seem like a portfolio of similar size to the BDC. The breadth of collateral that can go in there, combined with the liquidity of the collateral that can go in there, we feel that portfolio can ramp on a very timely basis that achieves the needs for the BDC shareholders and for our JV partner within that process. Does that answer your question?

Yes, very much. Thank you, guys.

Thank you. At this time, I'd like to turn the floor back over to Mr. Lloyd for closing comments.

Really, lastly, I just want to make sure we say thank you for entrusting your capital with us. We hope that we've stayed consistent to the representations we made when we closed this transaction in the summer of last year and each quarter going forward. So thank you for your time today, and we look forward to having conversations with you in a quarter from now.

Ladies and gentlemen, thank you for your participation. This concludes today's conference. You may disconnect your lines at this time and have a wonderful day.