Barings
Participation Investors
Report
for the
Nine
Months Ended September 30, 2021
|
Adviser
Barings LLC
300 S Tryon St., Suite
2500
Charlotte, NC 28202
Independent
Registered Public Accounting Firm
KPMG LLP
Boston, Massachusetts
02110
Counsel
to the Trust
Ropes &
Gray LLP
Boston, Massachusetts
02111
Custodian
State Street Bank
and Trust Company
Boston, Massachusetts
02110
Transfer
Agent & Registrar
DST Systems, Inc.
P.O. Box 219086
Kansas City, Missouri
64121-9086
1-800-647-7374
Internet
Website
www.barings.com/mpv
|
Barings Participation Investors
c/o Barings LLC
300 S Tryon St.,
Suite 2500
Charlotte, NC 28202
1-866-399-1516
|
Investment Objective and Policy
Barings Participation Investors (the “Trust”)
is a closed-end management investment company, first offered to the public in 1988, whose shares are traded on the New York Stock Exchange
under the trading symbol “MPV”. The Trust’s share price can be found in the financial section of most newspapers under
either the New York Stock Exchange listings or Closed-End Fund Listings.
The Trust’s investment objective is to maintain
a portfolio of securities providing a current yield and, when available, an opportunity for capital gains. The Trust’s principal
investments are privately placed, below investment grade, long-term debt obligations including bank loans and mezzanine debt instruments.
Such private placement securities may, in some cases, be accompanied by equity features such as common stock, preferred stock, warrants,
conversion rights, or other equity features. The Trust typically purchases these investments, which are not publicly tradable, directly
from their issuers in private placement transactions. These investments are typically made to small or middle market companies. In addition,
the Trust may invest, subject to certain limitations, in marketable debt securities (including high yield and/or investment grade securities)
and marketable common stock. Below investment grade or high yield securities have predominantly speculative characteristics with respect
to the capacity of the issuer to pay interest and repay capital.
The Trust distributes substantially all of its
net income to shareholders each year. Accordingly, the Trust pays dividends to shareholders in January, May, August, and November. All
registered shareholders are automatically enrolled in the Dividend Reinvestment and Cash Purchase Plan unless cash distributions are requested.
Form N-PORT
The Trust files its complete schedule of portfolio
holdings with the U.S. Securities and Exchange Commission (“SEC”) for the first and third quarters of each fiscal year
on part F of Form N-PORT. This information is available (i) on the SEC’s website at http://www.sec.gov; and (ii) at the
SEC’s Public Reference Room in Washington, DC (which information on their operation may be obtained by calling 1-800-SEC-0330).
A complete schedule of portfolio holdings as of each quarter-end is available upon request by calling, toll-free, 866-399-1516.
Proxy Voting Policies &
Procedures; Proxy Voting Record
The Trustees of the Trust have delegated proxy
voting responsibilities relating to the voting of securities held by the Trust to Barings LLC (“Barings”). A description of
Barings’ proxy voting policies and procedures is available (1) without charge, upon request, by calling, toll-free 866-399-1516;
(2) on the Trust’s website at www.barings.com/mpv; and (3) on the SEC’s website at http://www.sec.gov. Information
regarding how the Trust voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available
(1) on the Trust’s website at www.barings.com/mpv; and (2) on the SEC’s website at http://www.sec.gov.
Legal Matters
The Trust has entered into contractual arrangements
with an investment adviser, transfer agent and custodian (collectively “service providers”) who each provide services to the
Trust. Shareholders are not parties to, or intended beneficiaries of, these contractual arrangements, and these contractual arrangements
are not intended to create any shareholder right to enforce them against the service providers or to seek any remedy under them against
the service providers, either directly or on behalf of the Trust.
Under the Trust’s Bylaws, any claims asserted
against or on behalf of the Trust, including claims against Trustees and officers must be brought in courts located within the Commonwealth
of Massachusetts.
The Trust’s registration statement and this
shareholder report are not contracts between the Trust and its shareholders and do not give rise to any contractual rights or obligations
or any shareholder rights other than any rights conferred explicitly by federal or state securities laws that may not be waived.
Barings Participation
Investors
TO OUR SHAREHOLDERS
October 31,
2021
We are pleased
to present the September 30, 2021 Quarterly Report of Barings Participation Investors (the “Trust”).
PORTFOLIO PERFORMANCE
The Board of Trustees
declared a quarterly dividend of $0.20 per share, payable on November 19, 2021 to shareholders of record on November 8, 2021.
The Trust paid a $0.20 per share dividend for the preceding quarter. The Trust earned $0.20 per share of net investment income for the
third quarter of 2021, compared to $0.20 per share in the previous quarter.
During the third
quarter, the net assets of the Trust increased to $162,398,423 or $15.32 per share compared to $154,442,288 or $14.57 per share on June 30,
2021. This translates to a 6.6% total return for the quarter, based on the change in the Trust’s net assets assuming the reinvestment
of all dividends. Longer term, the Trust returned 21.5%, 10.7%, 10.0%, 10.6% and 12.0% for the 1, 3, 5, 10, and 25-year periods, respectively,
based on the change in the Trust’s net assets assuming the reinvestment of all dividends.
The Trust’s
market price increased 0.6% during the quarter, from $13.72 per share as of June 30, 2021 to $13.80 per share as of September 30,
2021. The Trust’s market price of $13.80 per share equates to a 9.9% discount to the September 30, 2021 net asset value per share
of $15.32. The Trust’s average quarter-end premium for the 3, 5 and 10-year periods was 1.5%, 2.7% and 4.8%, respectively. U.S.
fixed income markets, as approximated by the Bloomberg Barclays U.S. Corporate High Yield Index and the Credit Suisse Leverage Loan Index,
increased 0.9% and 1.1% for the quarter, respectively.
PORTFOLIO ACTIVITY
The Trust closed
seven new private placement investments and nine add-on investments to existing portfolio companies during the second quarter. The total
amount invested by the Trust in these transactions was $11,621,834. Of note, the new platform investments were floating rate term loans,
three of which included equity co-investments, and the add-on investments included eight floating rate term loans and one equity co-investment.
The robust growth
in investment activity over the last 12 months continued in the third quarter of 2021 with the Trust enjoying a strong quarter in terms
of deployment. As the investment landscape has improved, some key trends have continued. First, investment activity is now back to (and
even beyond) pre-pandemic levels. Secondly, in the current market, financial sponsors and other ownership groups are motivated to divest
portfolio companies due to the high valuations for strong businesses. With the significant dry powder they have available, financial
sponsors are also motivated to acquire high-quality businesses which have outperformed through both good times and the more recent uncertainty.
Lastly, private equity clients continue to work with a smaller group of trusted lenders with whom they have long-standing relationships
and who can offer certainty of execution and creative solutions.
With demand for
products and services continuing to increase, one key question is whether supply chains can keep up with the renewed demand and whether
we will see material increases in prices as a result of supply-chain bottlenecks, rising raw material and energy costs and labor shortages.
Across the world, and particularly in regions with large manufacturing sectors which depend on international trade, these risks may be
key. However, it is important to note that such issues do not affect every geography and sector the same. When constructing portfolios,
we focus on investing in high-quality businesses which are leaders in their space and offer defensive characteristics which will allow
them to perform through the cycle. Therefore, while segments of the broader economy may be affected by potential supply chain issues,
increasing raw material and energy costs and labor shortages, we remain confident in the current diverse portfolio to perform through
the potential cycle.
We continue to
be selective in our investment choices and maintain our underwriting discipline throughout multiple cycles. First, the Trust continues
to invest in first lien senior secured loans in high-quality companies in defensive sectors and remains well diversified by industry.
This was a strategy put in place more than four years ago and has provided strong risk adjusted returns for the Trust given their senior
position in the capital stack. As of September 30, 2021, 59.0% of the Trust’s investment portfolio is in first lien senior
secured loans compared to 2.7% as of December 31, 2017. These investments have proven resilient to date and their management teams
now have the benefit of having a wealth of knowledge to draw upon from working in such unique and challenging circumstances. Second,
we hold meaningful
(Continued)
investment liquidity
based on the Trust’s combined available cash balance and short-term investments of $17,594,742 or 9.8% of total assets, and low
leverage profile at 0.09x as of September 30, 2021. We have strengthened our liquidity position by entering into a $15.0 million
committed revolving credit facility with MassMutual (See Note 4). This facility coupled with the current cash balance provides ample
liquidity to support our current portfolio companies to the extent the duration of COVID-19 related stress extends as well as invest
in new portfolio companies. Third, we continue to be selective in pruning our equity investments and reinvesting the proceeds into first
lien senior secured investments further driving investment income. As always, the Trust continues to benefit from strong relationships
with our financial sponsor partners which provides clear benefits including potential access to additional capital if needed, strategic
thinking alongside their management teams and high-quality and timely information which is only available in a private market setting.
This allows us to work constructively together and maximize the portfolio companies’ long-term health and value.
In closing, we
believe it is always appropriate to provide views on the Trust’s long-term dividend policy which is to say, ‘we believe that
long-term dividends should be a reflection of long-term core earnings power, even when core earnings power is lower as a result of a
higher quality asset mix’. The Trust’s recently announced dividend of $0.20 per share is in line with our most recently reported
net investment income of $0.20 per share. That said, as we continue to both (1) deploy the Trust’s excess liquidity and (2) seek
opportunities to shift the Trust’s non-yielding equity investments to senior secured loans, we expect long-term earnings power
to meet the dividend distribution.
Thank you for
your continued interest in and support of Barings Participation Investors.
Sincerely,
Christina Emery
President
Portfolio
Composition as of 09/30/21*
* Based on market value of total investments
(including cash)
Cautionary Notice: Certain statements contained in this
report may be “forward looking” statements. Investors are cautioned not to place undue reliance on forward-looking statements,
which speak only as of the date on which they are made and which reflect management’s current estimates, projections, expectations
or beliefs, and which are subject to risks and uncertainties that may cause actual results to differ materially. These statements are
subject to change at any time based upon economic, market or other conditions and may not be relied upon as investment advice or an indication
of the Trust’s trading intent. References to specific securities are not recommendations of such securities, and may not be representative
of the Trust’s current or future investments. We undertake no obligation to publicly update forward looking statements, whether
as a result of new information, future events, or otherwise.
Barings Participation
Investors
CONSOLIDATED STATEMENT OF ASSETS AND LIABILITIES
September 30, 2021
(Unaudited)
| |
| |
Assets: | |
| |
Investments (See Consolidated Schedule of Investments) | |
| | |
Corporate restricted securities - private placement investments at fair value (Cost - $139,783,087) | |
$ | 144,146,843 | |
Corporate restricted securities - rule 144A securities at fair value (Cost - $8,986,848) | |
| 9,724,248 | |
Corporate public securities at fair value (Cost - $5,066,828) | |
| 5,384,108 | |
Short-term securities at fair value (Cost - $5,999,789) | |
| 5,999,789 | |
| |
| | |
Total investments (Cost - $159,836,552) | |
| 165,254,988 | |
| |
| | |
Cash | |
| 11,592,784 | |
Foreign currencies (Cost - $2,165) | |
| 2,169 | |
Dividend and interest receivable | |
| 1,119,492 | |
Receivable for investments sold | |
| 85,641 | |
Deferred financing fees | |
| 52,162 | |
Other assets | |
| 752,878 | |
| |
| | |
| |
| | |
Total assets | |
| 178,860,114 | |
| |
| | |
| |
| | |
Liabilities: | |
| | |
Note payable | |
| 15,000,000 | |
Payable for investments purchased | |
| 904,817 | |
Investment advisory fee payable | |
| 365,396 | |
Interest payable | |
| 27,267 | |
Accrued expenses | |
| 164,211 | |
| |
| | |
| |
| | |
Total liabilities | |
| 16,461,691 | |
| |
| | |
| |
| | |
Commitments and Contingencies (See Note 7) | |
| | |
Total net assets | |
$ | 162,398,423 | |
| |
| | |
| |
| | |
Net Assets: | |
| | |
Common shares, par value $.01 per share | |
$ | 106,017 | |
Additional paid-in capital | |
| 142,111,125 | |
Total distributable earnings | |
| 20,181,281 | |
| |
| | |
| |
| | |
Total net assets | |
$ | 162,398,423 | |
| |
| | |
| |
| | |
Common shares issued and outstanding (14,787,750 authorized) | |
| 10,601,700 | |
| |
| | |
| |
| | |
Net asset value per share | |
$ | 15.32 | |
| |
| | |
See Notes to Consolidated Financial Statements
CONSOLIDATED STATEMENT OF OPERATIONS
For the nine months ended September 30, 2021
(Unaudited)
| |
| |
Investment Income: | |
| | |
Interest | |
$ | 8,019,643 | |
Dividends | |
| 166,498 | |
Other | |
| 154,232 | |
| |
| | |
| |
| | |
Total investment income | |
| 8,340,373 | |
| |
| | |
| |
| | |
Expenses: | |
| | |
Investment advisory fees | |
| 1,051,201 | |
Interest and other financing fees | |
| 469,630 | |
Professional fees | |
| 220,694 | |
Trustees’ fees and expenses | |
| 207,000 | |
Reports to shareholders | |
| 67,500 | |
Custodian fees | |
| 18,000 | |
Other | |
| 58,744 | |
| |
| | |
| |
| | |
Total expenses | |
| 2,092,769 | |
| |
| | |
| |
| | |
Investment income - net | |
| 6,247,604 | |
| |
| | |
| |
| | |
Net realized and unrealized gain on investments and foreign currency: | |
| | |
Net realized gain on investments before taxes | |
| 6,497,711 | |
Net realized loss on foreign currency transactions before taxes | |
| (102 | ) |
Income tax expense | |
| (47,658 | ) |
| |
| | |
| |
| | |
Net realized gain on investments and foreign currency transactions after taxes | |
| 6,449,951 | |
| |
| | |
| |
| | |
Net increase/(decrease) in unrealized appreciation/(depreciation) of investments before taxes | |
| 9,764,165 | |
Net increase/(decrease) in unrealized appreciation/(depreciation) of foreign currency translation before taxes | |
| 4 | |
| |
| | |
| |
| | |
Net increase/(decrease) in unrealized appreciation/(depreciation) of investments and foreign currency translation after taxes | |
| 9,764,169 | |
| |
| | |
| |
| | |
Net gain on investments and foreign currency | |
| 16,214,120 | |
| |
| | |
| |
| | |
Net increase in net assets resulting from operations | |
$ | 22,461,724 | |
| |
| | |
See Notes to Consolidated Financial Statements
Barings
Participation Investors
CONSOLIDATED STATEMENT OF CASH FLOWS
For the nine months ended September 30, 2021
(Unaudited)
| |
| |
Net decrease in cash: | |
| | |
Cash flows from operating activities: | |
| | |
Purchases/Proceeds/Maturities from short-term portfolio securities, net | |
$ | (996,786 | ) |
Purchases of portfolio securities | |
| (43,745,323 | ) |
Proceeds from disposition of portfolio securities | |
| 43,943,058 | |
Interest, dividends and other income received | |
| 8,228,939 | |
Interest and other financing expenses paid | |
| (469,630 | ) |
Operating expenses paid | |
| (1,426,801 | ) |
Income taxes paid | |
| (165,803 | ) |
| |
| | |
| |
| | |
Net cash provided by operating activities | |
| 5,367,654 | |
| |
| | |
| |
| | |
Cash flows from financing activities: | |
| | |
Cash dividends paid from net investment income | |
| (6,361,020 | ) |
Financing fees paid | |
| (52,162 | ) |
| |
| | |
Net cash used for financing activities | |
| (6,413,182 | ) |
| |
| | |
| |
| | |
Net decrease in cash | |
| (1,045,528 | ) |
Cash - beginning of period | |
| 12,640,481 | |
| |
| | |
| |
| | |
Cash - end of period | |
$ | 11,594,953 | |
| |
| | |
| |
| | |
| |
| | |
Reconciliation of net increase in net assets to net cash used in operating activities: | |
| | |
| |
| | |
| |
| | |
Net increase in net assets resulting from operations | |
$ | 22,461,724 | |
| |
| | |
| |
| | |
Increase in investments | |
| (16,777,641 | ) |
Increase in interest receivable | |
| (16,843 | ) |
Increase in receivable for investments sold | |
| (68,161 | ) |
Decrease in other assets | |
| 215,635 | |
Decrease in payable for investments purchased | |
| (525,253 | ) |
Increase in investment advisory fee payable | |
| 41,447 | |
Decrease in tax payable | |
| (118,145 | ) |
Increase in accrued expenses | |
| 154,891 | |
| |
| | |
| |
| | |
Total adjustments to net assets from operations | |
| 17,094,070 | |
| |
| | |
| |
| | |
Net cash provided by operating activities | |
$ | 5,367,654 | |
| |
| | |
See Notes to Consolidated Financial Statements
CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS
For the nine months ended September 30, 2021
| |
| | |
| |
| |
| For the nine months ended 9/30/2021 (Unaudited) | | |
| For the year ended 12/31/2020 | |
Increase in net assets: | |
| | | |
| | |
| |
| | | |
| | |
Operations: | |
| | | |
| | |
Investment income - net | |
$ | 6,247,604 | | |
$ | 10,630,477 | |
Net realized gain on investments and foreign currency after taxes | |
| 6,449,951 | | |
| 240,048 | |
Net change in unrealized appreciation (depreciation) of investments and foreign currency after taxes | |
| 9,764,169 | | |
| (4,521,459 | ) |
| |
| | | |
| | |
| |
| | | |
| | |
Net increase in net assets resulting from operations | |
| 22,461,724 | | |
| 6,349,066 | |
| |
| | | |
| | |
| |
| | | |
| | |
Increase from common shares issued on reinvestment of dividends | |
| | | |
| | |
| |
| | | |
| | |
Common shares issued (2021 - nil; 2020 - 14,472) | |
| — | | |
| 227,533 | |
| |
| | | |
| | |
| |
| | | |
| | |
Dividends to shareholders from: | |
| | | |
| | |
Distributable earnings to Common Stock Shareholders (2021 - $0.40 per share;
2020 - $0.80 per share) | |
| (4,240,680 | ) | |
| (8,481,360 | ) |
| |
| | | |
| | |
| |
| | | |
| | |
Total increase / (decrease) in net assets | |
| 18,221,044 | | |
| (1,904,761 | ) |
| |
| | | |
| | |
Net assets, beginning of period/year | |
| 144,177,379 | | |
| 146,082,140 | |
| |
| | | |
| | |
| |
| | | |
| | |
| |
| | | |
| | |
Net assets, end of period/year | |
$ | 162,398,423 | | |
$ | 144,177,379 | |
| |
| | | |
| | |
See Notes to Consolidated Financial Statements
Barings Participation
Investors
CONSOLIDATED SELECTED FINANCIAL HIGHLIGHTS
Selected data for each share of beneficial interest
outstanding:
| |
For the nine months ended 9/30/2021 | | |
For the years ended December 31, | |
| |
(Unaudited) | | |
2020 | | |
2019 | | |
2018 | | |
2017 | |
Net asset value: | |
| | | |
| | | |
| | | |
| | | |
| | |
Beginning of period / year | |
$ | 13.60 | | |
$ | 13.80 | | |
$ | 13.18 | | |
$ | 13.91 | | |
$ | 13.15 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Net investment income (a) | |
| 0.59 | | |
| 1.00 | | |
| 1.00 | | |
| 1.03 | | |
| 1.09 | |
Net realized and unrealized gain (loss) on investments | |
| 1.53 | | |
| (0.40) | | |
| 0.69 | | |
| (0.68) | | |
| 0.75 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Total from investment operations | |
| 2.12 | | |
| 0.60 | | |
| 1.69 | | |
| 0.35 | | |
| 1.84 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Dividends from net investment income to common shareholders | |
| (0.40) | | |
| (0.80) | | |
| (1.08) | | |
| (1.08) | | |
| (1.08) | |
Increase / (Decrease) from dividends reinvested | |
| 0.00 | | |
| 0.00 (b) | | |
| 0.01 (b) | | |
| (0.00) (b) | | |
| (0.00) (b) | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Total dividends | |
| (0.40) | | |
| (0.80) | | |
| (1.07) | | |
| (1.08) | | |
| (1.08) | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Net asset value: End of period / year | |
$ | 15.32 | | |
$ | 13.60 | | |
$ | 13.80 | | |
$ | 13.18 | | |
$ | 13.91 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Per share market value: | |
| | | |
| | | |
| | | |
| | | |
| | |
End of period / year | |
$ | 13.80 | | |
$ | 11.88 | | |
$ | 16.13 | | |
$ | 15.05 | | |
$ | 14.10 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Total investment return | |
| | | |
| | | |
| | | |
| | | |
| | |
Net asset value (c) | |
| 15.83% | | |
| 4.66% | | |
| 13.21% | | |
| 2.53% | | |
| 14.29% | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Market value (c) | |
| 19.71% | | |
| (21.11%) | | |
| 14.72% | | |
| 15.02% | | |
| 7.21% | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Net assets (in millions): | |
| | | |
| | | |
| | | |
| | | |
| | |
End of period / year | |
$ | 162.40 | | |
$ | 144.18 | | |
$ | 146.08 | | |
$ | 138.75 | | |
$ | 145.48 | |
Ratio of total expenses to average net assets (d) | |
| 1.90% (e) | | |
| 1.47% | | |
| 2.26% | | |
| 2.76% | | |
| 3.23% | |
Ratio of operating expenses to average net assets | |
| 1.44% (e) | | |
| 1.38% | | |
| 1.45% | | |
| 1.56% | | |
| 1.49% | |
Ratio of interest expense to average net assets | |
| 0.42% (e) | | |
| 0.43% | | |
| 0.42% | | |
| 0.42% | | |
| 0.43% | |
Ratio of income tax expense/(benefit) to average net assets | |
| 0.04% (e) | | |
| (0.34%) | | |
| 0.39% | | |
| 0.78% | | |
| 1.31% | |
Ratio of net investment income to average net assets | |
| 5.54% (e) | | |
| 7.52% | | |
| 7.30% | | |
| 7.47% | | |
| 7.92% | |
Portfolio turnover | |
| 29% | | |
| 34% | | |
| 22% | | |
| 48% | | |
| 24% | |
| (a) | Calculated using average shares. |
| (b) | Rounds to less than $0.01 per share. |
| (c) | Net asset value return represents portfolio returns based on change in the Trust’s net asset value
assuming the reinvestment of all dividends and distributions which differs from the total investment return based on the Trust’s
market value due to the difference between the Trust’s net asset value and the market value of its shares outstanding; past performance
is no guarantee of future results. |
| (d) | Total expenses include income tax expense. |
Senior borrowings: | |
| | | |
| | | |
| | | |
| | | |
| | |
Total principal amount (in millions) | |
$ | 15 | | |
$ | 15 | | |
$ | 15 | | |
$ | 15 | | |
$ | 15 | |
Asset coverage per $1,000 of indebtedness | |
$ | 11,827 | | |
$ | 10,612 | | |
$ | 10,739 | | |
$ | 10,250 | | |
$ | 10,699 | |
See Notes to Consolidated Financial Statements
CONSOLIDATED SCHEDULE OF INVESTMENTS
September 30, 2021
(Unaudited)
Corporate Restricted Securities - 94.75%: (A) | |
Principal Amount, Shares, Units or Ownership Percentage | | |
Acquisition Date | |
Cost | | |
Fair Value | |
| |
| | |
| |
| | |
| |
Private Placement Investments - 88.76%: (C) | |
| | |
| |
| | |
| |
|
1A Smart Start, Inc. |
A designer, distributor and lessor of ignition interlock devices (“IIDs”). |
9.50% Second Lien Term Loan due 06/02/2028
(LIBOR + 8.500%) | |
$ | 1,725,000 | | |
06/02/21 | |
$ | 1,700,349 | | |
$ | 1,701,954 | |
| |
| | | |
| |
| | | |
| | |
1WorldSync, Inc. | |
| | | |
| |
| | | |
| | |
|
A product information sharing platform that connects manufacturers/suppliers and key retailers via the Global Data Synchronization Network. |
7.25% Term Loan due 06/24/2025 (LIBOR + 6.250%) | |
$ | 2,440,215 | | |
* | |
| 2,406,652 | | |
| 2,440,215 | |
* 07/01/19 and 12/09/20. | |
| | | |
| |
| | | |
| | |
| |
| | | |
| |
| | | |
| | |
Accelerate Learning | |
| | | |
| |
| | | |
| | |
A provider of standards-based, digital science education content of K-12 schools. |
5.75% Term Loan due 12/31/2024 (LIBOR + 4.750%) | |
$ | 974,753 | | |
12/19/18 | |
| 964,294 | | |
| 955,258 | |
5.75% Term Loan due 12/20/2024 (LIBOR + 4.750%) | |
$ | 750,247 | | |
09/30/21 | |
| 735,242 | | |
| 735,242 | |
| |
| | | |
| |
| 1,699,536 | | |
| 1,690,500 | |
Advanced Manufacturing Enterprises LLC | |
| | | |
| |
| | | |
| | |
|
A designer and manufacturer of large, custom gearing products for a number of critical customer applications. |
Limited Liability Company Unit (B) | |
| 1,945 uts. | | |
* | |
| 207,911 | | |
| — | |
* 12/07/12, 07/11/13 and 06/30/15. | |
| | | |
| |
| | | |
| | |
| |
| | | |
| |
| | | |
| | |
Advantage Software | |
| | | |
| |
| | | |
| | |
A provider of enterprise resource planning (ERP) software built for advertising and marketing agencies. |
7.50% Term Loan due 01/15/2027 (LIBOR + 6.500%) | |
$ | 1,373,387 | | |
01/15/21 | |
| 1,343,111 | | |
| 1,370,640 | |
7.50% Term Loan due 01/15/2027 (LIBOR + 6.500%) | |
$ | 214,175 | | |
05/12/21 | |
| 209,187 | | |
| 213,746 | |
Limited Liability Company Unit A (F) | |
| 613 uts. | | |
01/15/21 | |
| 61,346 | | |
| 63,383 | |
Limited Liability Company Unit B (F) | |
| 304 uts. | | |
01/15/21 | |
| 1,970 | | |
| 111,248 | |
| |
| | | |
| |
| 1,615,614 | | |
| 1,759,017 | |
Aftermath, Inc. | |
| | | |
| |
| | | |
| | |
A provider of crime scene cleanup and biohazard remediation services. |
6.00% Term Loan due 04/10/2025 (LIBOR + 5.000%) | |
$ | 963,473 | | |
04/09/19 | |
| 950,745 | | |
| 948,569 | |
6.00% Term Loan due 04/10/2025 (LIBOR + 5.000%) | |
$ | 761,527 | | |
04/23/21 | |
| 749,259 | | |
| 749,747 | |
| |
| | | |
| |
| 1,700,004 | | |
| 1,698,316 | |
AIT Worldwide Logistics, Inc. | |
| | | |
| |
| | | |
| | |
|
A provider of domestic and international third-party logistics services. |
8.50% Second Lien Term Loan due 03/31/2029 | |
$ | 1,669,355 | | |
04/06/21 | |
| 1,634,087 | | |
| 1,662,677 | |
Limited Liability Company Unit (B) | |
| 56 uts. | | |
04/06/21 | |
| 55,645 | | |
| 81,313 | |
| |
| | | |
| |
| 1,689,732 | | |
| 1,743,990 | |
Barings Participation Investors
CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)
September 30, 2021
(Unaudited)
Corporate Restricted Securities: (A) (Continued) | |
Principal Amount, Shares, Units or Ownership Percentage | | |
Acquisition Date | |
Cost | | |
Fair Value | |
| |
| | |
| |
| | |
| |
AMS Holding LLC | |
| | |
| |
| | |
| |
A leading multi-channel direct marketer of high-value collectible coins and proprietary-branded jewelry and watches. |
Limited Liability Company Unit Class A Preferred (B)(F) | |
| 114 uts. | | |
10/04/12 | |
$ | 113,636 | | |
$ | 444,118 | |
| |
| | | |
| |
| | | |
| | |
ASC Holdings, Inc. | |
| | | |
| |
| | | |
| | |
A manufacturer of capital equipment used by corrugated box manufacturers. |
13% (1% PIK) Senior Subordinated Note
due 11/19/2021 | |
$ | 752,294 | | |
11/19/15 | |
| 752,289 | | |
| 752,294 | |
Limited Liability Company Unit (B) | |
| 111,100 uts. | | |
11/18/15 | |
| 111,100 | | |
| 32,219 | |
| |
| | | |
| |
| 863,389 | | |
| 784,513 | |
ASPEQ Holdings | |
| | | |
| |
| | | |
| | |
|
A manufacturer of highly-engineered electric heating parts and equipment for a range of industrial, commercial, transportation and marine applications. |
6.25% Term Loan due 10/31/2025 (LIBOR + 5.250%) | |
$ | 1,157,395 | | |
11/08/19 | |
| 1,145,523 | | |
| 1,157,395 | |
| |
| | | |
| |
| | | |
| | |
Audio Precision | |
| | | |
| |
| | | |
| | |
A provider of high-end audio test and measurement sensing instrumentation software and accessories. |
7.00% Term Loan due 07/27/2024 (LIBOR + 6.000%) | |
$ | 1,755,000 | | |
10/30/18 | |
| 1,736,970 | | |
| 1,755,000 | |
| |
| | | |
| |
| | | |
| | |
Aurora Parts & Accessories LLC | |
| | | |
| |
| | | |
| | |
|
A distributor of aftermarket over-the-road semi-trailer parts and accessories sold to customers across North America. |
Preferred Stock (B) | |
| 210 shs. | | |
08/17/15 | |
| 209,390 | | |
| 209,390 | |
Common Stock (B) | |
| 210 shs. | | |
08/17/15 | |
| 210 | | |
| 149,036 | |
| |
| | | |
| |
| 209,600 | | |
| 358,426 | |
BDP International, Inc. | |
| | | |
| |
| | | |
| | |
|
A provider of transportation and related services to the chemical and life sciences industries. |
6.25% Term Loan due 12/14/2024 (LIBOR + 5.250%) | |
$ | 2,397,213 | | |
12/18/18 | |
| 2,371,563 | | |
| 2,397,213 | |
6.25% Incremental Term Loan due 12/19/2024
(LIBOR + 5.250%) | |
$ | 42,922 | | |
12/07/20 | |
| 42,237 | | |
| 42,922 | |
6.25% Incremental Term Loan due 12/21/2024
(LIBOR + 5.250%) | |
$ | 40,957 | | |
03/30/21 | |
| 40,248 | | |
| 40,957 | |
| |
| | | |
| |
| 2,454,048 | | |
| 2,481,092 | |
Beacon Pointe Advisors, LLC | |
| | | |
| |
| | | |
| | |
|
An integrated wealth management platform with comprehensive financial planning capabilities for high net worth clients with complex financial needs. |
5.50% Term Loan due 03/31/2026 (LIBOR + 4.500%) | |
$ | 989,250 | | |
03/31/20 | |
| 972,569 | | |
| 968,846 | |
| |
| | | |
| |
| | | |
| | |
| |
| | | |
| |
| | | |
| | |
CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)
September 30, 2021
(Unaudited)
Corporate Restricted Securities: (A) (Continued) | |
Principal Amount, Shares, Units or Ownership Percentage | | |
Acquisition Date | |
Cost | | |
Fair Value | |
| |
| | |
| |
| | |
| |
Blue Wave Products, Inc. | |
| | | |
| |
| | | |
| | |
A distributor of pool supplies. |
Common Stock (B) | |
| 51,064 shs. | | |
10/12/12 | |
$ | 51,064 | | |
$ | 177,811 | |
Warrant, exercisable until 2022, to purchase common
stock at $.01 per share (B) | |
| 20,216 shs. | | |
10/12/12 | |
| 20,216 | | |
| 70,395 | |
| |
| | | |
| |
| 71,280 | | |
| 248,206 | |
Brown Machine LLC | |
| | | |
| |
| | | |
| | |
|
A designer and manufacturer of thermoforming equipment used in the production of plastic packaging containers within the food and beverage industry. |
6.25% Term Loan due 10/04/2024 (LIBOR + 5.250%) | |
$ | 854,448 | | |
10/03/18 | |
| 848,327 | | |
| 854,448 | |
| |
| | | |
| |
| | | |
| | |
Cadence, Inc. | |
| | | |
| |
| | | |
| | |
|
A full-service contract manufacturer (“CMO”) and supplier of advanced products, technologies, and services to medical device, life science, and industrial companies. |
6.00% First Lien Term Loan due 04/30/2025 (LIBOR + 5.000%) | |
$ | 881,698 | | |
05/14/18 | |
| 872,504 | | |
| 851,720 | |
| |
| | | |
| |
| | | |
| | |
Cadent, LLC | |
| | | |
| |
| | | |
| | |
A provider of advertising solutions driven by data and technology. |
6.00% Term Loan due 09/07/2023 (LIBOR + 5.000%) | |
$ | 890,428 | | |
09/04/18 | |
| 886,954 | | |
| 890,428 | |
| |
| | | |
| |
| | | |
| | |
Claritas Holdings, Inc. | |
| | | |
| |
| | | |
| | |
|
A market research company that provides market segmentation insights to customers engaged in direct-to-consumer and business-to-business marketing activities. |
6.75% Term Loan due 12/31/2023 (LIBOR + 5.750%) | |
$ | 1,543,682 | | |
12/20/18 | |
| 1,526,542 | | |
| 1,543,682 | |
| |
| | | |
| |
| | | |
| | |
CloudWave | |
| | | |
| |
| | | |
| | |
|
A provider of managed cloud hosting and IT services for hospitals. |
7.00% Term Loan due 01/04/2027 (LIBOR + 6.000%) | |
$ | 1,662,399 | | |
01/29/21 | |
| 1,629,226 | | |
| 1,662,399 | |
Limited Liability Company Unit (B)(F) | |
| 55,645 uts. | | |
01/29/21 | |
| 55,645 | | |
| 49,246 | |
| |
| | | |
| |
| 1,684,871 | | |
| 1,711,645 | |
Clubessential LLC | |
| | | |
| |
| | | |
| | |
|
A leading SaaS platform for private clubs and resorts. |
7.25% Term Loan due 11/30/2023 (LIBOR + 6.250%) | |
$ | 1,703,438 | | |
01/09/20 | |
| 1,687,559 | | |
| 1,703,438 | |
| |
| | | |
| |
| | | |
| | |
Command Alkon | |
| | | |
| |
| | | |
| | |
A vertical-market software and technology provider to the heavy building materials industry delivering purpose-built, mission critical products that serve as the core operating & production systems for ready-mix concrete producers, asphalt producers, and aggregate suppliers. |
9.25% Term Loan due 04/17/2027 (LIBOR + 8.250%) | |
$ | 2,063,987 | | |
* | |
| 2,014,040 | | |
| 2,029,555 | |
Limited Liability Company Unit (B) (F) | |
| 18 uts. | | |
04/23/20 | |
| 18,006 | | |
| 20,113 | |
Limited Liability Company Unit Class B | |
| 6,629 uts. | | |
04/23/20 | |
| — | | |
| 1,643 | |
* 04/23/20, 10/30/20 and 11/18/20. | |
| | | |
| |
| 2,032,046 | | |
| 2,051,311 | |
Barings Participation Investors
CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)
September 30, 2021
(Unaudited)
Corporate Restricted Securities: (A) (Continued) | |
Principal Amount, Shares, Units or Ownership Percentage | | |
Acquisition Date | |
Cost | | |
Fair Value | |
| |
| | |
| |
| | |
| |
Concept Machine Tool Sales, LLC | |
| | |
| |
| | |
| |
A full-service distributor of high-end machine tools and metrology equipment, exclusively representing a variety of global manufacturers in the Upper Midwest. |
6.00% Term Loan due 01/31/2025 (LIBOR + 5.000%) | |
$ | 584,016 | | |
01/30/20 | |
$ | 576,229 | | |
$ | 570,000 | |
Limited Liability Company Unit (F) | |
| 1,237 shs. | | |
* | |
| 49,559 | | |
| 38,941 | |
* 01/30/20 and 03/05/21 | |
| | | |
| |
| 625,788 | | |
| 608,941 | |
| |
| | | |
| |
| | | |
| | |
CTS Engines | |
| | | |
| |
| | | |
| | |
A provider of maintenance, repair and overhaul services within the aerospace & defense market. |
6.25% Term Loan due 12/22/2026 (LIBOR + 5.250%) | |
$ | 1,392,375 | | |
12/22/20 | |
| 1,368,114 | | |
| 1,350,604 | |
| |
| | | |
| |
| | | |
| | |
Dart Buyer, Inc. | |
| | | |
| |
| | | |
| | |
|
A manufacturer of helicopter aftermarket equipment and OEM Replacement parts for rotorcraft operators, providers and OEMs. |
6.00% Term Loan due 04/01/2025 (LIBOR + 5.000%) (H) | |
$ | 1,694,506 | | |
04/01/19 | |
| 1,393,573 | | |
| 1,389,609 | |
| |
| | | |
| |
| | | |
| | |
Del Real LLC | |
| | | |
| |
| | | |
| | |
A manufacturer and distributor of fully-prepared fresh refrigerated Hispanic entrees as well as side dishes that are typically sold on a heat-and-serve basis at retail grocers. |
11% Senior Subordinated Note due 04/06/2023 (D) | |
$ | 1,420,588 | | |
10/07/16 | |
| 1,403,758 | | |
| 1,349,559 | |
Limited Liability Company Unit (B)(F) | |
| 368,799 uts. | | |
* | |
| 368,928 | | |
| 159,779 | |
* 10/07/16, 07/25/18, 03/13/19 and 06/17/19. | |
| | | |
| |
| 1,772,686 | | |
| 1,509,338 | |
| |
| | | |
| |
| | | |
| | |
Dunn Paper | |
| | | |
| |
| | | |
| | |
A provider of specialty paper for niche product applications. |
9.33% Second Lien Term Loan due 08/31/2023
(LIBOR + 9.250%) | |
$ | 1,725,000 | | |
09/28/16 | |
| 1,714,183 | | |
| 1,597,350 | |
| |
| | | |
| |
| | | |
| | |
Dwyer Instruments, Inc. | |
| | | |
| |
| | | |
| | |
A designer and manufacturer of precision measurement and control products for use with solids, liquids and gases. |
6.25% Term Loan due 07/01/2027 (LIBOR + 5.500%) (H) | |
$ | 1,000,000 | | |
07/20/21 | |
| 849,078 | | |
| 848,421 | |
| |
| | | |
| |
| | | |
| | |
Electric Power Systems International, Inc. | |
| | | |
| |
| | | |
| | |
|
A provider of electrical testing services for apparatus equipment and protection & controls infrastructure. |
6.75% Term Loan due 04/19/2028 (LIBOR + 5.750%) (H) | |
$ | 1,253,130 | | |
04/19/21 | |
| 1,115,764 | | |
| 1,117,882 | |
| |
| | | |
| |
| | | |
| | |
Elite Sportswear Holding, LLC | |
| | | |
| |
| | | |
| | |
A designer and manufacturer of gymnastics, competitive cheerleading and swimwear apparel in the U.S. and internationally. |
11.5% (1% PIK) Senior Subordinated Note
due 09/20/2022 (D) | |
$ | 1,588,640 | | |
10/14/16 | |
| 1,568,694 | | |
| — | |
Limited Liability Company Unit (B)(F) | |
| 101 uts. | | |
10/14/16 | |
| 159,722 | | |
| — | |
| |
| | | |
| |
| 1,728,416 | | |
| — | |
| |
| | | |
| |
| | | |
| | |
CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)
September 30, 2021
(Unaudited)
Corporate Restricted Securities: (A) (Continued) | |
Principal Amount, Shares, Units or Ownership Percentage | | |
Acquisition Date | |
Cost | | |
Fair Value | |
| |
| | |
| |
| | |
| |
Ellkay | |
| | |
| |
| | |
| |
A provider of data interoperability solutions for labs, hospitals and healthcare providers. | |
| | |
| |
6.75% Term Loan due 09/14/2027 (LIBOR + 5.750%) | |
$ | 707,437 | | |
09/23/21 | |
$ | 693,340 | | |
$ | 693,288 | |
| |
| | | |
| |
| | | |
| | |
English Color & Supply LLC | |
| | | |
| |
| | | |
| | |
A distributor of aftermarket automotive paint and related products to collision repair shops, auto dealerships and fleet customers through a network of stores in the Southern U.S. |
11.5% (0.5% PIK) Senior Subordinated Note
due 12/31/2023 | |
$ | 1,355,794 | | |
06/30/17 | |
| 1,345,252 | | |
| 1,349,969 | |
Limited Liability Company Unit (B)(F) | |
| 397,695 uts. | | |
06/30/17 | |
| 397,695 | | |
| 819,505 | |
| |
| | | |
| |
| 1,742,947 | | |
| 2,169,474 | |
ENTACT Environmental Services, Inc. | |
| | | |
| |
| | | |
| | |
A provider of environmental remediation and geotechnical services for blue-chip companies with regulatory-driven liability enforcement needs. |
6.75% Term Loan due 12/15/2025 (LIBOR + 4.750%) | |
$ | 1,017,787 | | |
02/09/21 | |
| 1,008,954 | | |
| 1,010,662 | |
| |
| | | |
| |
| | | |
| | |
E.S.P. Associates, P.A. | |
| | | |
| |
| | | |
| | |
A professional services firm providing engineering, surveying and planning services to infrastructure projects. |
Limited Liability Company Unit (B) | |
| 273 uts. | | |
* | |
| 295,518 | | |
| 252,534 | |
* 06/29/18 and 12/29/20. | |
| | | |
| |
| | | |
| | |
| |
| | | |
| |
| | | |
| | |
F G I Equity LLC | |
| | | |
| |
| | | |
| | |
|
A manufacturer of a broad range of filters and related products that are used in commercial, light industrial, healthcare, gas turbine, nuclear, laboratory, clean room, hotel, educational system, and food processing settings. |
Limited Liability Company Unit Class B-1 (B) | |
| 49,342 uts. | | |
12/15/10 | |
| 42,343 | | |
| 662,166 | |
| |
| | | |
| |
| | | |
| | |
Follett School Solutions | |
| | | |
| |
| | | |
| | |
A provider of software for K-12 school libraries. |
5.87% First Lien Term Loan due 07/09/2028 (LIBOR + 5.750%) | |
$ | 1,714,192 | | |
08/31/21 | |
| 1,680,324 | | |
| 1,679,908 | |
LP Units (B)(F) | |
| 881 uts. | | |
08/30/21 | |
| 8,805 | | |
| 8,805 | |
LP Interest (B)(F) | |
| 200 shs. | | |
08/30/21 | |
| 2,003 | | |
| 2,003 | |
| |
| | | |
| |
| 1,691,132 | | |
| 1,690,716 | |
Foundation Risk Partners, Corp. | |
| | | |
| |
| | | |
| | |
|
A retail insurance brokerage firm focused on providing commercial P&C and employee benefits solution to small and medium-sized clients. |
5.75% First Lien Term Loan due 08/31/2026 (LIBOR + 4.750%) | |
$ | 661,664 | | |
09/30/20 | |
| 651,573 | | |
| 661,664 | |
9.50% Second Lien Term Loan due 11/10/2024
(LIBOR + 8.500%) (H) | |
$ | 333,333 | | |
09/30/20 | |
| 104,178 | | |
| 111,111 | |
| |
| | | |
| |
| 755,751 | | |
| 772,775 | |
| |
| | | |
| |
| | | |
| | |
Barings Participation Investors
CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)
September 30, 2021
(Unaudited)
Corporate Restricted Securities: (A) (Continued) | |
Principal Amount, Shares, Units or Ownership Percentage | | |
Acquisition Date | |
Cost | | |
Fair Value | |
| |
| | |
| |
| | |
| |
FragilePAK | |
| | |
| |
| | |
| |
A provider of third-party logistics services focused on the full delivery life-cycle for big and bulky products. |
6.75% Term Loan due 05/24/2027 (LIBOR + 5.750%) (H) | |
$ | 1,614,492 | | |
05/21/21 | |
$ | 1,033,589 | | |
$ | 1,036,045 | |
Limited Liability Company Unit (B)(F) | |
| 108 shs. | | |
05/21/21 | |
| 107,813 | | |
| 106,475 | |
| |
| | | |
| |
| 1,141,402 | | |
| 1,142,520 | |
GD Dental Services LLC | |
| | | |
| |
| | | |
| | |
|
A provider of convenient “onestop” general, specialty, and cosmetic dental services with 21 offices located throughout South and Central Florida. |
Limited Liability Company Unit Preferred (B) | |
| 76 uts. | | |
10/05/12 | |
| 75,920 | | |
| 12,927 | |
Limited Liability Company Unit Common (B) | |
| 767 uts. | | |
10/05/12 | |
| 767 | | |
| — | |
| |
| | | |
| |
| 76,687 | | |
| 12,927 | |
gloProfessional Holdings, Inc. | |
| | | |
| |
| | | |
| | |
|
A marketer and distributor of premium mineral-based cosmetics, cosmeceuticals and professional hair care products to the professional spa and physician’s office channels. |
14% (2% PIK) Senior Subordinated Note
due 11/30/2021 (D) | |
$ | 1,380,135 | | |
03/27/13 | |
| 989,505 | | |
| 1,311,129 | |
Preferred Stock (B) | |
| 295 shs. | | |
03/29/19 | |
| 295,276 | | |
| 396,826 | |
Common Stock (B) | |
| 1,181 shs. | | |
03/27/13 | |
| 118,110 | | |
| 37,629 | |
| |
| | | |
| |
| 1,402,891 | | |
| 1,745,584 | |
GraphPad Software, Inc. | |
| | | |
| |
| | | |
| | |
|
A provider of data analysis, statistics and graphing software solution for scientific research applications, with a focus on the life sciences and academic end-markets. |
7.00% Term Loan due 12/15/2023 (LIBOR + 6.000%) | |
$ | 2,403,093 | | |
* | |
| 2,385,310 | | |
| 2,403,093 | |
6.50% Term Loan due 04/27/2027 (PRIME + 5.500%) | |
$ | 84,525 | | |
04/27/21 | |
| 82,956 | | |
| 84,525 | |
Preferred Stock (B)(F) | |
| 3,737 shs. | | |
04/27/21 | |
| 103,147 | | |
| 109,052 | |
* 12/19/17 and 04/16/19. | |
| | | |
| |
| 2,571,413 | | |
| 2,596,670 | |
| |
| | | |
| |
| | | |
| | |
Halo Technology Bidco Limited | |
| | | |
| |
| | | |
| | |
|
A global supplier, tester and coder of compatible optical transceivers. |
6.50% Term Loan due 06/30/2027 (LIBOR + 5.750%) | |
$ | 1,720,688 | | |
06/30/21 | |
| 1,695,973 | | |
| 1,697,027 | |
| |
| | | |
| |
| | | |
| | |
Handi Quilter Holding Company (Premier Needle Arts) | |
| | | |
| |
| | | |
| | |
A designer and manufacturer of long-arm quilting machines and related components for the consumer quilting market. |
Limited Liability Company Unit Preferred (B) | |
| 372 uts. | | |
* | |
| 371,644 | | |
| 598,147 | |
Limited Liability Company Unit Common Class A (B) | |
| 3,594 uts. | | |
12/19/14 | |
| — | | |
| 13,548 | |
*12/19/14 and 04/29/16. | |
| | | |
| |
| 371,644 | | |
| 611,695 | |
CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)
September 30, 2021
(Unaudited)
Corporate Restricted Securities: (A) (Continued) | |
Principal Amount, Shares, Units or Ownership Percentage | | |
Acquisition Date | |
Cost | | |
Fair Value | |
| |
| | |
| |
| | |
| |
HHI Group, LLC | |
| | |
| |
| | |
| |
A developer, marketer, and distributor of hobby-grade radio control products. |
Limited Liability Company Unit (B)(F) | |
| 102 uts. | | |
01/17/14 | |
$ | 101,563 | | |
$ | 554,024 | |
| |
| | | |
| |
| | | |
| | |
Holley Performance Products | |
| | | |
| |
| | | |
| | |
A provider of automotive aftermarket performance products. |
5.13% Term Loan due 10/17/2024 (LIBOR + 5.000%) | |
$ | 2,397,213 | | |
10/24/18 | |
| 2,376,237 | | |
| 2,397,213 | |
| |
| | | |
| |
| | | |
| | |
Home Care Assistance, LLC | |
| | | |
| |
| | | |
| | |
|
A provider of private pay non-medical home care assistance services. |
6.00% Term Loan due 03/30/2027 (LIBOR + 5.000%) (H) | |
$ | 853,078 | | |
03/26/21 | |
| 798,777 | | |
| 800,179 | |
| |
| | | |
| |
| | | |
| | |
HOP Entertainment LLC | |
| | | |
| |
| | | |
| | |
A provider of post production equipment and services to producers of television shows and motion pictures. |
Limited Liability Company Unit Class F (B)(F) | |
| 47 uts. | | |
10/14/11 | |
| — | | |
| — | |
Limited Liability Company Unit Class G (B)(F) | |
| 114 uts. | | |
10/14/11 | |
| — | | |
| — | |
Limited Liability Company Unit Class H (B)(F) | |
| 47 uts. | | |
10/14/11 | |
| — | | |
| — | |
Limited Liability Company Unit Class I (B)(F) | |
| 47 uts. | | |
10/14/11 | |
| — | | |
| — | |
| |
| | | |
| |
| — | | |
| — | |
IGL Holdings III Corp. | |
| | | |
| |
| | | |
| | |
A specialty label and flexible packaging converter. |
6.75% Term Loan due 10/23/2026 (LIBOR + 5.750%) (H) | |
$ | 1,715,900 | | |
11/02/20 | |
| 1,175,169 | | |
| 1,169,929 | |
| |
| | | |
| |
| | | |
| | |
IM Analytics Holdings, LLC | |
| | | |
| |
| | | |
| | |
A provider of test and measurement equipment used for vibration, noise, and shock testing. |
8.00% Term Loan due 11/22/2023 (LIBOR + 7.000%) | |
$ | 1,049,893 | | |
11/21/19 | |
| 1,044,252 | | |
| 806,318 | |
Warrant, exercisable until 2026, to purchase
common stock at $.01 per share (B) | |
| 8,885 shs. | | |
11/25/19 | |
| — | | |
| — | |
| |
| | | |
| |
| 1,044,252 | | |
| 806,318 | |
Industrial Service Solutions | |
| | | |
| |
| | | |
| | |
|
A provider of maintenance, repair and overhaul services for process equipment within the industrial, energy and power end-markets. |
6.50% Term Loan due 01/31/2026 (LIBOR + 5.500%) | |
$ | 888,050 | | |
02/05/20 | |
| 875,183 | | |
| 836,543 | |
Barings Participation Investors
CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)
September 30, 2021
(Unaudited)
Corporate Restricted Securities: (A) (Continued) | |
Principal Amount, Shares, Units or Ownership Percentage | | |
Acquisition Date | |
Cost | | |
Fair Value | |
| |
| | |
| |
| | |
| |
International Marine and Industrial Applicators | |
| | |
| |
| | |
| |
A provider of maintenance, repair and overhaul and new construction services for shipyards. |
6.75% Term Loan due 03/31/2027 (LIBOR + 5.750%) | |
$ | 1,716,375 | | |
04/09/21 | |
$ | 1,684,801 | | |
$ | 1,706,077 | |
| |
| | | |
| |
| | | |
| | |
JF Petroleum Group | |
| | | |
| |
| | | |
| | |
A provider of repair, maintenance, installation and projection management services to the US fueling infrastructure industry. |
6.50% Term Loan due 04/20/2026 (LIBOR + 5.500%) | |
$ | 684,852 | | |
05/04/21 | |
| 665,994 | | |
| 673,007 | |
| |
| | | |
| |
| | | |
| | |
Kano Laboratories LLC | |
| | | |
| |
| | | |
| | |
A producer of industrial strength penetrating oils and lubricants. |
6.00% Term Loan due 09/30/2026 (LIBOR + 5.000%) (H) | |
$ | 1,247,255 | | |
11/18/20 | |
| 830,852 | | |
| 852,117 | |
Limited Liability Company Unit | |
| 20 uts. | | |
11/19/20 | |
| 19,757 | | |
| 22,396 | |
| |
| | | |
| |
| 850,609 | | |
| 874,513 | |
LYNX Franchising | |
| | | |
| |
| | | |
| | |
|
A global franchisor of B2B services including commercial janitorial services, shared office space solutions, and textile and electronics restoration services. |
7.25% Term Loan due 12/18/2026 (LIBOR + 6.250%) | |
$ | 2,495,688 | | |
* | |
| 2,450,369 | | |
| 2,445,774 | |
* 12/22/20 and 09/09/21 | |
| | | |
| |
| | | |
| | |
| |
| | | |
| |
| | | |
| | |
Manhattan Beachwear Holding Company | |
| | | |
| |
| | | |
| | |
A designer and distributor of women’s swimwear. |
12.5% Senior Subordinated Note due 05/30/2022 (D) | |
$ | 419,971 | | |
01/15/10 | |
| 404,121 | | |
| — | |
15% (2.5% PIK) Senior Subordinated Note
due 05/30/2022 (D) | |
$ | 115,253 | | |
10/05/10 | |
| 114,604 | | |
| — | |
Common Stock (B) | |
| 35 shs. | | |
10/05/10 | |
| 35,400 | | |
| — | |
Common Stock Class B (B) | |
| 118 shs. | | |
01/15/10 | |
| 117,647 | | |
| — | |
Warrant, exercisable until 2023, to purchase
common stock at $.01 per share (B) | |
| 104 shs. | | |
10/05/10 | |
| 94,579 | | |
| — | |
| |
| | | |
| |
| 766,351 | | |
| — | |
Master Cutlery LLC | |
| | | |
| |
| | | |
| | |
A designer and marketer of a wide assortment of knives and swords. |
13% Senior Subordinated Note due 07/20/2022 (D) | |
$ | 868,102 | | |
04/17/15 | |
| 867,529 | | |
| 86,810 | |
Limited Liability Company Unit | |
| 5 uts. | | |
04/17/15 | |
| 678,329 | | |
| — | |
| |
| | | |
| |
| 1,545,858 | | |
| 86,810 | |
Media Recovery, Inc. | |
| | | |
| |
| | | |
| | |
|
A global manufacturer and developer of shock, temperature, vibration and other condition indicators and monitors for in-transit and storage applications. |
7.00% First Out Term Loan due 11/22/2025
(LIBOR + 6.000%) | |
$ | 491,055 | | |
11/25/19 | |
| 484,148 | | |
| 491,055 | |
CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)
September 30, 2021
(Unaudited)
Corporate Restricted Securities: (A) (Continued) | |
Principal Amount, Shares, Units or Ownership Percentage | | |
Acquisition Date | |
Cost | | |
Fair Value | |
| |
| | |
| |
| | |
| |
MES Partners, Inc. | |
| | |
| |
| | |
| |
An industrial service business offering an array of cleaning and environmental services to the Gulf Coast region of the U.S. |
Preferred Stock Series A (B) | |
| 30,926 shs. | | |
07/25/19 | |
$ | 12,412 | | |
$ | — | |
Preferred Stock Series C (B) | |
| 1,275 shs. | | |
09/22/20 | |
| 457,365 | | |
| 49,307 | |
Common Stock Class B (B) | |
| 259,252 shs. | | |
* | |
| 244,163 | | |
| — | |
Warrant, exercisable until 2021, to purchase
common stock at $.01 per share (B) | |
| 351,890 shs. | | |
09/22/20 | |
| — | | |
| — | |
* 09/30/14 and 02/28/18. | |
| | | |
| |
| 713,940 | | |
| 49,307 | |
| |
| | | |
| |
| | | |
| | |
MeTEOR Education LLC | |
| | | |
| |
| | | |
| | |
A leading provider of classroom and common area design services, furnishings, equipment and instructional support to K-12 schools. |
12% Senior Subordinated Note due 06/20/2023 | |
$ | 915,819 | | |
03/09/18 | |
| 909,451 | | |
| 915,819 | |
Limited Liability Company Unit (B)(F) | |
| 182 uts. | | |
03/09/18 | |
| 183,164 | | |
| 249,006 | |
| |
| | | |
| |
| 1,092,615 | | |
| 1,164,825 | |
MNS Engineers, Inc. | |
| | | |
| |
| | | |
| | |
A consulting firm that provides civil engineering, construction management and land surveying services. |
6.50% Term Loan due 07/30/2027 (LIBOR + 5.500%) | |
$ | 1,200,000 | | |
08/09/21 | |
| 1,176,540 | | |
| 1,176,000 | |
Limited Liability Company Unit (B) | |
| 100 uts. | | |
08/09/21 | |
| 100,000 | | |
| 100,000 | |
| |
| | | |
| |
| 1,276,540 | | |
| 1,276,000 | |
Motion Controls Holdings | |
| | | |
| |
| | | |
| | |
A manufacturer of high performance mechanical motion control and linkage products. |
Limited Liability Company Unit Class B-1 (B)(F) | |
| 75,000 uts. | | |
11/30/10 | |
| — | | |
| 13,500 | |
Limited Liability Company Unit Class B-2 (B)(F) | |
| 6,801 uts. | | |
11/30/10 | |
| — | | |
| 1,224 | |
| |
| | | |
| |
| — | | |
| 14,724 | |
Music Reports, Inc. | |
| | | |
| |
| | | |
| | |
An administrator of comprehensive offering of rights and royalties solutions for music and cue sheet copyrights to music and entertainment customers. |
6.75% Term Loan due 08/21/2026 (LIBOR + 5.750%) | |
$ | 599,118 | | |
08/25/20 | |
| 586,883 | | |
| 599,118 | |
| |
| | | |
| |
| | | |
| | |
Navia Benefit Solutions, Inc. | |
| | | |
| |
| | | |
| | |
|
A third-party administrator of employee-directed healthcare benefits. |
6.25% Term Loan due 02/01/2026 (LIBOR + 5.250%) (H) | |
$ | 1,719,825 | | |
02/10/21 | |
| 1,002,915 | | |
| 1,006,111 | |
| |
| | | |
| |
| | | |
| | |
Omni Logistics, LLC | |
| | | |
| |
| | | |
| | |
A specialty freight forwarding business specifically targeting the semiconductor, media, technology and healthcare end markets. |
6.00% Term Loan due 12/30/2026 (LIBOR + 5.000%) | |
$ | 1,741,250 | | |
12/30/20 | |
| 1,695,569 | | |
| 1,741,250 | |
| |
| | | |
| |
| | | |
| | |
| |
| | | |
| |
| | | |
| | |
Barings Participation Investors
CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)
September 30, 2021
(Unaudited)
Corporate Restricted Securities: (A) (Continued) | |
Principal Amount, Shares, Units or Ownership Percentage | | |
Acquisition Date | |
Cost | | |
Fair Value | |
| |
| | |
| |
| | |
| |
Options Technology Ltd | |
| | |
| |
| | |
| |
A provider of vertically focused financial technology managed services and IT infrastructure products for the financial services industry. |
5.50% Term Loan due 12/18/2025 (LIBOR + 4.500%) | |
$ | 1,587,825 | | |
12/23/19 | |
$ | 1,565,403 | | |
$ | 1,587,825 | |
| |
| | | |
| |
| | | |
| | |
PANOS Brands LLC | |
| | | |
| |
| | | |
| | |
A marketer and distributor of branded consumer foods in the specialty, natural, better-for-you,“free from” healthy and gluten-free categories. |
12% (1% PIK) Senior Subordinated Note
due 08/17/2022 | |
$ | 1,775,705 | | |
02/17/17 | |
| 1,769,188 | | |
| 1,775,705 | |
Common Stock Class B (B) | |
| 380,545 shs. | | |
* | |
| 380,545 | | |
| 526,928 | |
* 01/29/16 and 02/17/17. | |
| | | |
| |
| 2,149,733 | | |
| 2,302,633 | |
| |
| | | |
| |
| | | |
| | |
PB Holdings LLC | |
| | | |
| |
| | | |
| | |
|
A designer, manufacturer and installer of maintenance and repair parts and equipment for industrial customers. |
6.25% Term Loan due 02/28/2024 (LIBOR + 5.250%) | |
$ | 783,253 | | |
03/06/19 | |
| 774,306 | | |
| 715,893 | |
| |
| | | |
| |
| | | |
| | |
Pegasus Transtech Corporation | |
| | | |
| |
| | | |
| | |
A provider of end-to-end document, driver and logistics management solutions, which enable its customers (carriers, brokers, and drivers) to operate more efficiently, reduce manual overhead, enhance compliance, and shorten cash conversion cycles. |
7.75% Term Loan due 08/31/2026 (LIBOR + 6.500%) | |
$ | 383,766 | | |
09/29/20 | |
| 372,604 | | |
| 383,765 | |
6.88% Term Loan due 11/17/2024 (LIBOR + 6.750%) | |
$ | 1,894,364 | | |
11/14/17 | |
| 1,873,184 | | |
| 1,894,364 | |
| |
| | | |
| |
| 2,245,788 | | |
| 2,278,129 | |
Petroplex Inv Holdings LLC | |
| | | |
| |
| | | |
| | |
|
A leading provider of acidizing services to E&P customers in the Permian Basin. |
Limited Liability Company Unit | |
| 0.40% int. | | |
* | |
| 174,669 | | |
| 6,787 | |
* 11/29/12 and 12/20/16. | |
| | | |
| |
| | | |
| | |
| |
| | | |
| |
| | | |
| | |
Polytex Holdings LLC | |
| | | |
| |
| | | |
| | |
|
A manufacturer of water based inks and related products serving primarily the wall covering market. |
13.9% (7.9% PIK) Senior Subordinated Note
due 12/31/2021 (D) | |
$ | 1,069,985 | | |
07/31/14 | |
| 1,064,183 | | |
| 1,016,486 | |
Limited Liability Company Unit | |
| 148,096 uts. | | |
07/31/14 | |
| 148,096 | | |
| 33,988 | |
Limited Liability Company Unit Class F | |
| 36,976 uts. | | |
* | |
| 24,802 | | |
| 32,439 | |
* 09/28/17 and 02/15/18. | |
| | | |
| |
| 1,237,081 | | |
| 1,082,913 | |
| |
| | | |
| |
| | | |
| | |
CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)
September 30, 2021
(Unaudited)
Corporate Restricted Securities: (A) (Continued) | |
Principal Amount, Shares, Units or Ownership Percentage | | |
Acquisition Date | |
Cost | | |
Fair Value | |
| |
| | |
| |
| | |
| |
PPC Event Services | |
| | |
| |
| | |
| |
A special event equipment rental business. |
Preferred Stock Series P-1 (B) | |
| 71 shs. | | |
07/21/20 | |
$ | 71,018 | | |
$ | — | |
Common Stock (B) | |
| 170,927 shs. | | |
07/21/20 | |
| — | | |
| — | |
16.00% Term Loan due 05/28/2023 (D) | |
$ | 1,015,367 | | |
07/21/20 | |
| 846,461 | | |
| — | |
8.00% Term Loan due 05/28/2023 (D) | |
$ | 750,912 | | |
07/21/20 | |
| 616,911 | | |
| — | |
Limited Liability Company Unit (B) | |
| 3,450 uts. | | |
11/20/14 | |
| 172,500 | | |
| — | |
Limited Liability Company Unit Series A-1 (B) | |
| 339 uts. | | |
03/16/16 | |
| 42,419 | | |
| — | |
| |
| | | |
| |
| 1,749,309 | | |
| — | |
Recovery Point Systems, Inc. | |
| | | |
| |
| | | |
| | |
A provider of IT infrastructure, colocation and cloud based resiliency services. |
7.50% Term Loan due 07/31/2026 (LIBOR + 6.500%) | |
$ | 1,342,949 | | |
08/12/20 | |
| 1,321,177 | | |
| 1,342,949 | |
Limited Liability Company Unit (B)(F) | |
| 21,532 uts. | | |
03/05/21 | |
| 21,532 | | |
| 18,410 | |
| |
| | | |
| |
| 1,342,709 | | |
| 1,361,359 | |
RedSail Technologies | |
| | | |
| |
| | | |
| | |
|
A provider of pharmacy management software solutions for independent pharmacies and long-term care facilities. |
6.25% Term Loan due 10/27/2026 (LIBOR + 5.500%) | |
$ | 1,672,858 | | |
12/09/20 | |
| 1,636,766 | | |
| 1,672,858 | |
| |
| | | |
| |
| | | |
| | |
ReelCraft Industries, Inc. | |
| | | |
| |
| | | |
| | |
|
A designer and manufacturer of heavy-duty reels for diversified industrial, mobile equipment OEM, auto aftermarket, government/military and other end markets. |
Limited Liability Company Unit Class B | |
| 293,617 uts. | | |
11/13/17 | |
| 184,689 | | |
| 926,689 | |
| |
| | | |
| |
| | | |
| | |
Resonetics, LLC | |
| | | |
| |
| | | |
| | |
A provider of laser micro-machining manufacturing services for medical device and diagnostic companies. |
7.75% Second Lien Term Loan due 04/28/2029
(LIBOR + 7.000%) | |
$ | 1,725,000 | | |
04/28/21 | |
| 1,692,342 | | |
| 1,695,356 | |
| |
| | | |
| |
| | | |
| | |
REVSpring, Inc. | |
| | | |
| |
| | | |
| | |
|
A provider of accounts receivable management and revenue cycle management services to customers in the healthcare, financial and utility industries. |
9.25% Second Lien Term Loan due 10/11/2026
(LIBOR + 8.250%) | |
$ | 1,725,000 | | |
10/11/18 | |
| 1,692,483 | | |
| 1,725,000 | |
| |
| | | |
| |
| | | |
| | |
Rock-it Cargo | |
| | | |
| |
| | | |
| | |
A provider of specialized international logistics solutions to the music touring, performing arts, live events, fine art and specialty industries. |
6.00% Term Loan due 06/22/2024 (LIBOR + 5.000% Cash & 2.750% PIK) (G) | |
$ | 2,454,594 | | |
* | |
| 2,426,244 | | |
| 1,921,947 | |
* 07/30/18 and 09/30/20. | |
| | | |
| |
| | | |
| | |
Barings Participation Investors
CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)
September 30, 2021
(Unaudited)
Corporate Restricted Securities: (A) (Continued) | |
Principal Amount, Shares, Units or Ownership Percentage | | |
Acquisition Date | |
Cost | | |
Fair Value | |
| |
| | |
| |
| | |
| |
ROI Solutions | |
| | |
| |
| | |
| |
Call center outsourcing and end user engagement services provider. |
6.00% Term Loan due 07/31/2024 (LIBOR + 5.000%) (H) | |
$ | 1,592,918 | | |
07/31/18 | |
$ | 616,315 | | |
$ | 631,357 | |
| |
| | | |
| |
| | | |
| | |
RPX Corp | |
| | | |
| |
| | | |
| | |
A provider of subscription services that help member companies mitigate the risk of patent disputes and reduce the cost of patent litigation. |
7.00% Term Loan due 10/23/2025 (LIBOR + 6.000%) | |
$ | 2,500,000 | | |
* | |
| 2,450,517 | | |
| 2,443,750 | |
* 10/22/20 and 09/28/21. | |
| | | |
| |
| | | |
| | |
| |
| | | |
| |
| | | |
| | |
Ruffalo Noel Levitz | |
| | | |
| |
| | | |
| | |
A provider of enrollment management, student retention and career services, and fundraising management for colleges and universities. |
7.00% Term Loan due 05/29/2022 (LIBOR + 5.500%) | |
$ | 1,229,180 | | |
01/08/19 | |
| 1,225,603 | | |
| 1,229,180 | |
| |
| | | |
| |
| | | |
| | |
Safety Products Holdings, Inc. | |
| | | |
| |
| | | |
| | |
A manufacturer of highly engineered safety cutting tools. |
7.00% Term Loan due 12/15/2026 (LIBOR + 6.000%) | |
$ | 1,673,426 | | |
12/15/20 | |
| 1,640,742 | | |
| 1,635,774 | |
Common Stock | |
| 29 shs. | | |
12/16/20 | |
| 29,262 | | |
| 37,868 | |
| |
| | | |
| |
| 1,670,004 | | |
| 1,673,642 | |
Sandvine Corporation | |
| | | |
| |
| | | |
| | |
|
A provider of active network intelligence solutions. |
8.08% Second Lien Term Loan due 11/02/2026
(LIBOR + 8.000%) | |
$ | 1,725,000 | | |
11/01/18 | |
| 1,697,578 | | |
| 1,725,000 | |
| |
| | | |
| |
| | | |
| | |
Sara Lee Frozen Foods | |
| | | |
| |
| | | |
| | |
A provider of frozen bakery products, desserts and sweet baked goods. |
5.50% Lien Term Loan due 07/30/2025 (LIBOR + 4.500%) | |
$ | 1,491,123 | | |
07/27/18 | |
| 1,472,779 | | |
| 1,404,637 | |
| |
| | | |
| |
| | | |
| | |
Scaled Agile, Inc. | |
| | | |
| |
| | | |
| | |
|
A provider of training and certifications for IT professionals focused on software development. |
4.58% Term Loan due 06/28/2025 (LIBOR + 4.500%) | |
$ | 531,087 | | |
06/27/19 | |
| 528,178 | | |
| 531,087 | |
| |
| | | |
| |
| | | |
| | |
SEKO Worldwide, LLC | |
| | | |
| |
| | | |
| | |
|
A third-party logistics provider of ground, ocean, air and home delivery forwarding services. |
6.00% Term Loan due 12/30/2026 (LIBOR + 5.000%) (H) | |
$ | 1,713,944 | | |
12/30/20 | |
| 1,424,787 | | |
| 1,445,896 | |
CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)
September 30, 2021
(Unaudited)
Corporate Restricted Securities: (A) (Continued) | |
Principal Amount, Shares, Units or Ownership Percentage | | |
Acquisition Date | |
Cost | | |
Fair Value | |
| |
| | |
| |
| | |
| |
Smart Bear | |
| | |
| |
| | |
| |
A provider of web-based tools for software development, testing and monitoring. |
8.00% Second Lien Term Loan due 11/10/2028
(LIBOR + 7.500%) | |
$ | 1,725,000 | | |
03/20/21 | |
$ | 1,680,560 | | |
$ | 1,687,305 | |
| |
| | | |
| |
| | | |
| | |
Specified Air Solutions | |
| | | |
| |
| | | |
| | |
|
A manufacturer and distributor of heating, dehumidification and other air quality solutions. |
Limited Liability Company Unit (B) | |
| 726,845 uts. | | |
02/20/19 | |
| 2,298,574 | | |
| 11,600,451 | |
| |
| | | |
| |
| | | |
| | |
Springbrook Software | |
| | | |
| |
| | | |
| | |
|
A provider of vertical-market enterprise resource planning software and payments platforms focused on the local government end-market. |
6.75% Term Loan due 12/20/2026 (LIBOR + 5.750%) (H) | |
$ | 1,636,857 | | |
12/23/19 | |
| 1,310,752 | | |
| 1,332,137 | |
| |
| | | |
| |
| | | |
| | |
Stackline | |
| | | |
| |
| | | |
| | |
An e-commerce data company that tracks products sold through online retailers. |
8.75% Term Loan due 07/30/2028 (LIBOR + 7.750%) | |
$ | 1,682,927 | | |
07/29/21 | |
| 1,650,097 | | |
| 1,649,268 | |
Common Stock (B) | |
| 1,036 shs. | | |
07/30/21 | |
| 42,078 | | |
| 42,078 | |
| |
| | | |
| |
| 1,692,175 | | |
| 1,691,346 | |
Strahman Holdings Inc. | |
| | | |
| |
| | | |
| | |
|
A manufacturer of industrial valves and wash down equipment for a variety of industries, including chemical, petrochemical, polymer, pharmaceutical, food processing, beverage and mining. |
Preferred Stock Series A (B) | |
| 158,967 shs. | | |
12/13/13 | |
| 158,967 | | |
| 280,640 | |
Preferred Stock Series A-2 (B) | |
| 26,543 shs. | | |
09/10/15 | |
| 29,994 | | |
| 46,859 | |
| |
| | | |
| |
| 188,961 | | |
| 327,499 | |
Stratus Unlimited | |
| | | |
| |
| | | |
| | |
|
A nationwide provide of brand implementation services, including exterior and interior signage, refresh and remodel, and facility maintenance and repair. |
6.50% Term Loan due 06/08/2027 (LIBOR + 6.000%) (H) | |
$ | 585,893 | | |
07/02/21 | |
| 760,565 | | |
| 760,928 | |
Limited Liability Company Unit (B) | |
| 75 uts. | | |
06/30/21 | |
| 74,666 | | |
| 74,670 | |
| |
| | | |
| |
| 835,231 | | |
| 835,598 | |
Sunvair Aerospace Group Inc. | |
| | | |
| |
| | | |
| | |
|
An aerospace maintenance, repair, and overhaul provider servicing landing gears on narrow body aircraft. |
12% (1% PIK) Senior Subordinated Note
due 08/01/2024 | |
$ | 2,000,650 | | |
* | |
| 1,978,556 | | |
| 1,994,340 | |
Preferred Stock Series A | |
| 28 shs. | | |
12/21/20 | |
| 71,176 | | |
| 88,640 | |
Common Stock (B) | |
| 68 shs. | | |
** | |
| 104,986 | | |
| 213,660 | |
* 07/31/15 and 12/21/20. | |
| | | |
| |
| 2,154,718 | | |
| 2,296,640 | |
** 07/31/15 and 11/08/17. | |
| | | |
| |
| | | |
| | |
Barings Participation Investors
CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)
September 30, 2021
(Unaudited)
Corporate Restricted Securities: (A) (Continued) | |
Principal Amount, Shares, Units or Ownership Percentage | | |
Acquisition Date | |
Cost | | |
Fair Value | |
| |
| | |
| |
| | |
| |
The Hilb Group, LLC | |
| | |
| |
| | |
| |
An insurance brokerage platform that offers insurance and benefits programs to middle-market companies throughout the Eastern seaboard. |
6.75% Term Loan due 09/30/2026 (LIBOR + 5.750%) (H) | |
$ | 1,709,692 | | |
* | |
$ | 1,584,406 | | |
$ | 1,583,399 | |
* 12/02/19 and 12/15/20. | |
| | | |
| |
| | | |
| | |
| |
| | | |
| |
| | | |
| | |
Therma-Stor Holdings LLC | |
| | | |
| |
| | | |
| | |
A designer and manufacturer of dehumidifiers and water damage restoration equipment for residential and commercial applications. |
Limited Liability Company Unit (B) | |
| 19,696 uts. | | |
11/30/17 | |
| — | | |
| 10,698 | |
| |
| | | |
| |
| | | |
| | |
Transit Technologies LLC | |
| | | |
| |
| | | |
| | |
|
A software platform for the transportation market that offers end-to-end software solutions focused on operations, fleet management and telematics services. |
4.87% Term Loan due 02/10/2025 (LIBOR + 4.750%) (H) | |
$ | 1,020,405 | | |
02/13/20 | |
| 768,288 | | |
| 753,780 | |
| |
| | | |
| |
| | | |
| | |
Trident Maritime Systems | |
| | | |
| |
| | | |
| | |
A leading provider of turnkey marine vessel systems and solutions for government and commercial new ship construction as well as repair, refurbishment, and retrofit markets worldwide. |
6.50% Term Loan due 02/19/2026 (LIBOR + 5.500%) | |
$ | 1,716,375 | | |
02/25/21 | |
| 1,689,922 | | |
| 1,692,291 | |
| |
| | | |
| |
| | | |
| | |
Tristar Global Energy Solutions, Inc. | |
| | | |
| |
| | | |
| | |
A hydrocarbon and decontamination services provider serving refineries worldwide. |
12.5% (1.5% PIK) Senior Subordinated Note
due 03/31/2022 (D) | |
$ | 1,204,904 | | |
01/23/15 | |
| 1,203,934 | | |
| 301,226 | |
| |
| | | |
| |
| | | |
| | |
Truck-Lite | |
| | | |
| |
| | | |
| | |
|
A leading provider of harsh environment LED safety lighting, electronics, filtration systems, and telematics for a wide range of commercial vehicles, specialty vehicles, final mile delivery vehicles, off-road/off-highway, marine, and other adjacent harsh environment markets. |
7.25% Term Loan due 12/02/2026 (LIBOR + 6.250%) | |
$ | 1,696,471 | | |
12/13/19 | |
| 1,671,269 | | |
| 1,696,471 | |
| |
| | | |
| |
| | | |
| | |
Trystar, Inc. | |
| | | |
| |
| | | |
| | |
A niche manufacturer of temporary power distribution products for the power rental, industrial, commercial utility and back-up emergency markets. |
6.00% Term Loan due 10/01/2023 (LIBOR + 5.000%) | |
$ | 2,279,962 | | |
09/28/18 | |
| 2,261,917 | | |
| 2,266,281 | |
Limited Liability Company Unit (B)(F) | |
| 49 uts. | | |
09/28/18 | |
| 49,676 | | |
| 43,164 | |
| |
| | | |
| |
| 2,311,593 | | |
| 2,309,445 | |
| |
| | | |
| |
| | | |
| | |
CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)
September 30, 2021
(Unaudited)
| |
| | |
| |
| | |
| |
Corporate Restricted Securities: (A) (Continued) | |
Principal Amount, Shares, Units or Ownership Percentage
| | |
Acquisition Date | |
| Cost | | |
| Fair Value | |
| |
| | | |
| |
| | | |
| | |
Turnberry Solutions, Inc. | |
| | | |
| |
| | | |
| | |
A provider of technology consulting services. |
7.00% Term Loan due 07/30/2026 (LIBOR + 6.000%) | |
$ | 1,628,981 | | |
07/29/21 | |
$ | 1,597,525 | | |
$ | 1,596,401 | |
| |
| | | |
| |
| | | |
| | |
U.S. Legal Support, Inc. | |
| | | |
| |
| | | |
| | |
A provider of court reporting, record retrieval and other legal supplemental services. |
6.75% Term Loan due 11/12/2024 (LIBOR + 5.750%) | |
$ | 2,089,362 | | |
* | |
| 2,067,306 | | |
| 2,087,041 | |
* 11/29/18 and 03/25/19. | |
| | | |
| |
| | | |
| | |
| |
| | | |
| |
| | | |
| | |
U.S. Oral Surgery Management | |
| | | |
| |
| | | |
| | |
An operator of oral surgery practices providing medically necessary treatments. |
6.75% Term Loan due 12/31/2023 (LIBOR + 5.750%) (H) | |
$ | 2,491,087 | | |
* | |
| 2,445,216 | | |
| 2,430,750 | |
* 01/04/19, 10/01/19 and 07/02/21. | |
| | | |
| |
| | | |
| | |
| |
| | | |
| |
| | | |
| | |
UBEO, LLC | |
| | | |
| |
| | | |
| | |
A dealer and servicer of printers and copiers to medium sized businesses. |
11.00% Term Loan due 10/03/2024 | |
$ | 1,558,661 | | |
11/05/18 | |
| 1,542,792 | | |
| 1,558,661 | |
| |
| | | |
| |
| | | |
| | |
UroGPO, LLC | |
| | | |
| |
| | | |
| | |
|
A group purchasing organization that connects pharmaceutical companies with urology practices to facilitate the purchase of pharmaceutical drugs for discounted prices. |
6.75% Term Loan due 12/15/2026 (LIBOR + 5.750%) | |
$ | 2,366,667 | | |
12/14/20 | |
| 2,325,598 | | |
| 2,366,667 | |
| |
| | | |
| |
| | | |
| | |
VitalSource | |
| | | |
| |
| | | |
| | |
|
A provider of digital fulfillment software for the higher education sector. |
6.75% Term Loan due 06/01/2028 (LIBOR + 6.000%) | |
$ | 1,702,753 | | |
06/01/21 | |
| 1,670,323 | | |
| 1,672,451 | |
Limited Liability Company Unit (B)(F) | |
| 1,891 uts. | | |
06/01/21 | |
| 18,909 | | |
| 20,488 | |
| |
| | | |
| |
| 1,689,232 | | |
| 1,692,939 | |
VP Holding Company | |
| | | |
| |
| | | |
| | |
|
A provider of school transportation services for special-needs and homeless children in Massachusetts and Connecticut. |
5.63% Term Loan due 05/22/2024 (LIBOR + 5.500%) | |
$ | 2,402,339 | | |
05/17/18 | |
| 2,381,214 | | |
| 2,384,321 | |
| |
| | | |
| |
| | | |
| | |
Westminster Acquisition LLC | |
| | | |
| |
| | | |
| | |
A manufacturer of premium, all-natural oyster cracker products sold under the Westminster and Olde Cape Cod brands. |
12% (1% PIK) Senior Subordinated Note
due 04/30/2022 (D) | |
$ | 383,062 | | |
08/03/15 | |
| 382,227 | | |
| — | |
Limited Liability Company Unit (B)(F) | |
| 370,241 uts. | | |
08/03/15 | |
| 370,241 | | |
| — | |
| |
| | | |
| |
| 752,468 | | |
| — | |
| |
| | | |
| |
| | | |
| | |
Barings Participation Investors
CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)
September 30, 2021
(Unaudited)
Corporate Restricted Securities: (A) (Continued) | |
Principal Amount, Shares, Units or Ownership Percentage | | |
Acquisition Date | |
Cost | | |
Fair Value | |
| |
| | |
| |
| | |
| |
Wolf-Gordon, Inc. | |
| | |
| |
| | |
| |
A designer and specialty distributor of wallcoverings and related building products, including textiles, paint, and writeable surfaces. |
Common Stock (B) | |
| 157 shs. | | |
01/22/16 | |
$ | 62,177 | | |
$ | 149,167 | |
| |
| | | |
| |
| | | |
| | |
World 50, Inc. | |
| | | |
| |
| | | |
| | |
A provider of exclusive peer-to-peer networks for C-suite executives at leading corporations. |
6.25% Term Loan due 01/10/2026 (LIBOR + 5.250%) | |
$ | 378,152 | | |
09/21/20 | |
| 368,999 | | |
| 378,152 | |
5.50% Term Loan due 12/31/2025 (LIBOR + 4.500%) | |
$ | 1,209,427 | | |
01/09/20 | |
| 1,187,874 | | |
| 1,185,238 | |
| |
| | | |
| |
| 1,556,873 | | |
| 1,563,390 | |
WP Supply Holding Corporation | |
| | | |
| |
| | | |
| | |
A distributor of fresh fruits and vegetables to grocery wholesalers
and food service distributors in the upper Midwest. |
Common Stock (B) | |
| 1,500 shs. | | |
11/03/11 | |
| 150,000 | | |
| 211,119 | |
| |
| | | |
| |
| | | |
| | |
York Wall Holding Company | |
| | | |
| |
| | | |
| | |
A designer, manufacturer and marketer of wall covering products for both residential and commercial wall coverings. |
Preferred Stock Series A (B) | |
| 2,936 shs. | | |
02/05/19 | |
| 293,616 | | |
| 293,600 | |
Common Stock (B) | |
| 2,046 shs. | | |
* | |
| 200,418 | | |
| 321,343 | |
* 03/04/15 and 02/07/18. | |
| | | |
| |
| 494,034 | | |
| 614,943 | |
| |
| | | |
| |
| | | |
| | |
| |
| | | |
| |
| | | |
| | |
Total Private Placement Investments (E) | |
| | | |
| |
$ | 139,783,087 | | |
$ | 144,146,843 | |
| |
| | | |
| |
| | | |
| |
|
CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)
September 30, 2021
(Unaudited)
Corporate
Restricted Securities: (A) (Continued) | |
Interest Rate
| | |
Maturity Date | |
Shares or Principal Amount
| | |
Cost
| | |
Market Value
| |
| |
| | | |
| |
| | | |
| | | |
| | |
Rule
144A Securities - 5.99%: | |
| | | |
| |
| | | |
| | | |
| | |
| |
| | | |
| |
| | | |
| | | |
| | |
Bonds
- 5.99% | |
| | | |
| |
| | | |
| | | |
| | |
American Airlines Inc | |
| 11.750 | % | |
07/15/25 | |
$ | 500,000 | | |
$ | 496,010 | | |
$ | 618,750 | |
BWAY Holding Company | |
| 7.250 | | |
04/15/25 | |
| 750,000 | | |
| 705,474 | | |
| 745,428 | |
Cleveland-Cliffs Inc. | |
| 9.875 | | |
10/17/25 | |
| 331,000 | | |
| 356,647 | | |
| 379,823 | |
CommScope Finance LLC | |
| 8.250 | | |
03/01/27 | |
| 500,000 | | |
| 479,550 | | |
| 523,363 | |
Coronado Finance Pty Ltd. | |
| 10.750 | | |
05/15/26 | |
| 274,000 | | |
| 269,161 | | |
| 298,660 | |
CVR Energy Inc. | |
| 5.750 | | |
02/15/28 | |
| 500,000 | | |
| 458,540 | | |
| 495,430 | |
Diebold Nixdorf | |
| 9.375 | | |
07/15/25 | |
| 350,000 | | |
| 368,943 | | |
| 383,033 | |
First Quantum Minerals Ltd. | |
| 7.500 | | |
04/01/25 | |
| 500,000 | | |
| 477,462 | | |
| 512,915 | |
First Quantum Minerals Ltd. | |
| 7.250 | | |
04/01/23 | |
| 385,000 | | |
| 383,356 | | |
| 391,738 | |
Houghton Mifflin Harcourt | |
| 9.000 | | |
02/15/25 | |
| 500,000 | | |
| 493,075 | | |
| 531,775 | |
LBC Tank Terminals Holding Netherlands B.V. | |
| 6.875 | | |
05/15/23 | |
| 511,000 | | |
| 514,131 | | |
| 510,290 | |
Neptune Energy Bondco PLC | |
| 6.625 | | |
05/15/25 | |
| 500,000 | | |
| 494,601 | | |
| 514,375 | |
Panther BF Aggregator 2 LP | |
| 8.500 | | |
05/15/27 | |
| 100,000 | | |
| 93,599 | | |
| 106,375 | |
Picou Holdings LLC | |
| 10.000 | | |
12/31/24 | |
| 500,000 | | |
| 452,487 | | |
| 504,700 | |
Prime Security Services, LLC | |
| 6.250 | | |
01/15/28 | |
| 885,000 | | |
| 785,845 | | |
| 914,894 | |
Terrier Media Buyer, Inc. | |
| 8.875 | | |
12/15/27 | |
| 530,000 | | |
| 510,171 | | |
| 560,411 | |
The Manitowoc Company, Inc. | |
| 9.000 | | |
04/01/26 | |
| 500,000 | | |
| 489,527 | | |
| 535,535 | |
Trident TPI Holdings Inc. | |
| 9.250 | | |
08/01/24 | |
| 500,000 | | |
| 490,187 | | |
| 525,430 | |
Verscend Holding Corp | |
| 9.750 | | |
08/15/26 | |
| 482,000 | | |
| 507,082 | | |
| 507,908 | |
Warrior Met Coal, Inc. | |
| 8.000 | | |
11/01/24 | |
| 161,000 | | |
| 161,000 | | |
| 163,415 | |
| |
| | | |
| |
| | | |
| | | |
| | |
Total Bonds | |
| | | |
| |
| | | |
| 8,986,848 | | |
| 9,724,248 | |
| |
| | | |
| |
| | | |
| | | |
| | |
Common Stock - 0.00% | |
| | | |
| |
| | | |
| | | |
| | |
TherOX, Inc. (B) | |
| | | |
| |
| 2 | | |
| — | | |
| — | |
Touchstone Health Partnership (B) | |
| | | |
| |
| 292 | | |
| — | | |
| — | |
| |
| | | |
| |
| | | |
| | | |
| | |
Total Common Stock | |
| | | |
| |
| | | |
| — | | |
| — | |
| |
| | | |
| |
| | | |
| | | |
| | |
Total Rule 144A Securities | |
| | | |
| |
| | | |
$ | 8,986,848 | | |
$ | 9,724,248 | |
| |
| | | |
| |
| | | |
| | | |
| | |
Total Corporate Restricted Securities | |
| | | |
| |
| | | |
$ | 148,769,935 | | |
$ | 153,871,091 | |
| |
| | | |
| |
| | | |
| | | |
| | |
Barings Participation Investors
CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)
September 30, 2021
(Unaudited)
Corporate
Public Securities - 3.32%: (A) | |
LIBOR Spread | | |
Interest Rate | | |
Maturity Date | |
Shares or Principal Amount | | |
Cost | | |
Market Value | |
| |
| | |
| | |
| |
| | |
| | |
| |
Bank
Loans - 1.94% | |
| | | |
| | | |
| |
| | | |
| | | |
| | |
Almonde, Inc. | |
| 7.250 | % | |
| 8.250 | % | |
06/13/25 | |
$ | 500,000 | | |
$ | 505,000 | | |
$ | 502,330 | |
Alpine US Bidco LLC | |
| 9.000 | | |
| 9.750 | | |
04/28/29 | |
| 628,215 | | |
| 610,258 | | |
| 631,356 | |
Edelman Financial Services | |
| 6.750 | | |
| 6.834 | | |
06/08/26 | |
| 128,178 | | |
| 127,792 | | |
| 129,019 | |
Kenan Advantage Group Inc. | |
| 7.250 | | |
| 8.000 | | |
08/17/27 | |
| 264,317 | | |
| 259,082 | | |
| 261,674 | |
Magenta Buyer LLC | |
| 8.250 | | |
| 9.000 | | |
05/03/29 | |
| 503,333 | | |
| 498,011 | | |
| 502,704 | |
PS Logistics LLC | |
| 4.500 | | |
| 5.500 | | |
03/01/25 | |
| 407,063 | | |
| 409,096 | | |
| 406,216 | |
STS Operating, Inc. | |
| 8.000 | | |
| 9.000 | | |
04/25/26 | |
| 500,000 | | |
| 505,000 | | |
| 488,335 | |
Syncsort Incorporated | |
| 7.250 | | |
| 8.000 | | |
04/23/29 | |
| 222,222 | | |
| 220,590 | | |
| 222,129 | |
| |
| | | |
| | | |
| |
| | | |
| | | |
| | |
Total Bank Loans | |
| | | |
| | | |
| |
| | | |
| 3,134,829 | | |
| 3,143,763 | |
| |
| | | |
| | | |
| |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| |
| | | |
| | | |
| | |
Bonds - 0.84% | |
| | | |
| | | |
| |
| | | |
| | | |
| | |
Genesis Energy LP | |
| | | |
| 6.500 | | |
10/01/25 | |
| 337,000 | | |
| 323,020 | | |
| 335,315 | |
Hecla Mining Company | |
| | | |
| 7.250 | | |
02/15/28 | |
| 500,000 | | |
| 474,599 | | |
| 538,580 | |
Triumph Group, Inc. | |
| | | |
| 7.750 | | |
08/15/25 | |
| 500,000 | | |
| 502,637 | | |
| 494,613 | |
| |
| | | |
| | | |
| |
| | | |
| | | |
| | |
Total Bonds | |
| | | |
| | | |
| |
| | | |
| 1,300,256 | | |
| 1,368,508 | |
| |
| | | |
| | | |
| |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| |
| | | |
| | | |
| | |
Common Stock - 0.22% | |
| | | |
| | | |
| |
| | | |
| | | |
| | |
Tourmaline Oil Corp | |
| | | |
| | | |
| |
| 51,632 | | |
| 131,743 | | |
| 356,037 | |
| |
| | | |
| | | |
| |
| | | |
| | | |
| | |
Total Common Stock | |
| | | |
| | | |
| |
| | | |
| 131,743 | | |
| 356,037 | |
| |
| | | |
| | | |
| |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| |
| | | |
| | | |
| | |
Preferred Stock - 0.32% | |
| | | |
| | | |
| |
| | | |
| | | |
| | |
B. Riley Financial Inc. | |
| | | |
| | | |
| |
| 20,000 | | |
| 500,000 | | |
| 515,800 | |
| |
| | | |
| | | |
| |
| | | |
| | | |
| | |
Total Preferred Stock | |
| | | |
| | | |
| |
| | | |
| 500,000 | | |
| 515,800 | |
| |
| | | |
| | | |
| |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| |
| | | |
| | | |
| | |
Total Corporate Public Securities | |
| | | |
| | | |
| |
| | | |
$ | 5,066,828 | | |
$ | 5,384,108 | |
CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)
September 30, 2021
(Unaudited)
| |
| | |
| |
| | |
| | |
| |
Short-Term Security: | |
| Interest Rate/Yield^ | | |
Maturity Date | |
| Principal Amount | | |
| Cost | | |
| Market Value | |
| |
| | | |
| |
| | | |
| | | |
| | |
Commercial
Paper - 3.69% | |
| | | |
| |
| | | |
| | | |
| | |
American Honda Finance Corp. | |
| 0.160 | | |
10/12/21 | |
$ | 1,000,000 | | |
$ | 999,951 | | |
$ | 999,951 | |
Aon plc | |
| 0.110 | | |
10/07/21 | |
| 1,000,000 | | |
| 999,982 | | |
| 999,982 | |
BASF Aktiengesellschaft | |
| 0.100 | | |
10/04/21 | |
| 1,000,000 | | |
| 999,992 | | |
| 999,992 | |
Duke Energy Corporation | |
| 0.120 | | |
10/18/21 | |
| 1,000,000 | | |
| 999,943 | | |
| 999,943 | |
Tampa Electric | |
| 0.170 | | |
10/07/21 | |
| 1,000,000 | | |
| 999,972 | | |
| 999,972 | |
VW Credit Inc. | |
| 0.150 | | |
10/14/21 | |
| 1,000,000 | | |
| 999,949 | | |
| 999,949 | |
| |
| | | |
| |
| | | |
| | | |
| | |
Total
Short-Term Securities | |
| | | |
| |
| | | |
$ | 5,999,789 | | |
$ | 5,999,789 | |
| |
| | | |
| |
| | | |
| | | |
| | |
| |
| | | |
| |
| | | |
| | | |
| | |
| |
| | | |
| |
| | | |
| | | |
| | |
Total Investments | |
| 101.76 | % | |
| |
| | | |
$ | 159,836,552 | | |
$ | 165,254,988 | |
| |
| | | |
| |
| | | |
| | | |
| | |
Other Assets | |
| 8.38 | | |
| |
| | | |
| | | |
| 13,605,126 | |
Liabilities | |
| (10.14 | ) | |
| |
| | | |
| | | |
| (16,461,691 | ) |
| |
| | | |
| |
| | | |
| | | |
| | |
Total Net Assets | |
| 100.00 | % | |
| |
| | | |
| | | |
$ | 162,398,423 | |
| (A) | In each
of the convertible note, warrant, and common stock investments, the issuer has agreed to
provide certain registration rights. |
| (B) | Non-income
producing security. |
| (C) | Security
valued at fair value using methods determined in good faith by or under the direction of
the Board of Trustees. |
| (D) | Defaulted
security; interest not accrued. |
| (E) | Illiquid
security. As of September 30, 2021 the values of these securities amounted to $144,146,843
or 88.76% of net assets. |
| (F) | Held in
PI Subsidiary Trust |
| (H) | A portion
of these securities contain unfunded commitments. As of September 30, 2021, total unfunded
commitments amounted to $4,968,849 and had unrealized depreciation of $29,985 or 0.02% of
net assets. See Note 7. |
| ^ | Effective
yield at purchase |
Barings Participation Investors
CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)
September 30, 2021
(Unaudited)
Industry
Classification: | |
Fair Value/ Market Value
| |
| |
| | |
AEROSPACE &
DEFENSE - 5.82% | |
| | |
CTS
Engines | |
$ | 1,350,604 | |
Dart
Buyer, Inc. | |
| 1,389,609 | |
International
Marine and Industrial Applicators | |
| 1,706,077 | |
Sunvair
Aerospace Group Inc. | |
| 2,296,640 | |
Trident
Maritime Systems | |
| 1,692,291 | |
Trident
TPI Holdings Inc. | |
| 525,430 | |
Triumph
Group, Inc. | |
| 494,613 | |
| |
| 9,455,264 | |
| |
| | |
AIRLINES
- 0.38% | |
| | |
American
Airlines Inc | |
| 618,750 | |
| |
| | |
| |
| | |
AUTOMOTIVE
- 5.17% | |
| | |
American
Honda Finance Corp. | |
| 999,951 | |
Aurora
Parts & Accessories LLC | |
| 358,426 | |
English
Color & Supply LLC | |
| 2,169,474 | |
Holley
Performance Products | |
| 2,397,213 | |
JF
Petroleum Group | |
| 673,007 | |
Panther
BF Aggregator 2 LP | |
| 106,375 | |
Truck-Lite | |
| 1,696,471 | |
| |
| 8,400,917 | |
|
BROKERAGE, ASSET MANAGERS & EXCHANGES - 0.98% |
The
Hilb Group, LLC | |
| 1,583,399 | |
| |
| | |
| |
| | |
BUILDING
MATERIALS - 0.09% | |
| | |
Wolf-Gordon,
Inc. | |
| 149,167 | |
| |
| | |
| |
| | |
CHEMICALS
- 2.14% | |
| | |
BASF
Aktiengesellschaft | |
| 999,992 | |
Kano
Laboratories LLC | |
| 874,513 | |
LBC
Tank Terminals Holding Netherlands B.V. | |
| 510,290 | |
Polytex
Holdings LLC | |
| 1,082,913 | |
| |
| 3,467,708 | |
| |
| | |
CONSUMER
CYCLICAL SERVICES - 5.44% | |
| | |
Accelerate
Learning | |
| 1,690,500 | |
LYNX
Franchising | |
| 2,445,774 | |
MeTEOR
Education LLC | |
| 1,164,825 | |
PPC
Event Services | |
| — | |
Prime
Security Services, LLC | |
| 914,894 | |
PS
Logistics LLC | |
| 406,216 | |
| |
Fair
Value/ Market Value | |
| |
| | |
ROI
Solutions | |
$ | 631,357 | |
Turnberry
Solutions, Inc. | |
| 1,596,401 | |
| |
| 8,849,967 | |
| |
| | |
CONSUMER
PRODUCTS - 3.70% | |
| | |
1A
Smart Start, Inc. | |
| 1,701,954 | |
AMS
Holding LLC | |
| 444,118 | |
Blue
Wave Products, Inc. | |
| 248,206 | |
Elite
Sportswear Holding, LLC | |
| — | |
gloProfessional
Holdings, Inc. | |
| 1,745,584 | |
Handi
Quilter Holding Company | |
| 611,695 | |
HHI
Group, LLC | |
| 554,024 | |
Manhattan
Beachwear Holding Company | |
| — | |
Master
Cutlery LLC | |
| 86,810 | |
York
Wall Holding Company | |
| 614,943 | |
| |
| 6,007,334 | |
| |
| | |
DIVERSIFIED
MANUFACTURING - 5.81% | |
| | |
Advanced
Manufacturing Enterprises LLC | |
| — | |
F
G I Equity LLC | |
| 662,166 | |
MNS
Engineers, Inc. | |
| 1,276,000 | |
Motion
Controls Holdings | |
| 14,724 | |
Reelcraft
Industries, Inc. | |
| 926,689 | |
Resonetics,
LLC | |
| 1,695,356 | |
Safety
Products Holdings, Inc. | |
| 1,673,642 | |
Strahman
Holdings Inc. | |
| 327,499 | |
The
Manitowoc Company, Inc. | |
| 535,535 | |
Therma-Stor
Holdings LLC | |
| 10,698 | |
Trystar,
Inc. | |
| 2,309,445 | |
| |
| 9,431,754 | |
| |
| | |
ELECTRIC
- 2.44% | |
| | |
Duke
Energy Corporation | |
| 999,943 | |
Dwyer
Instruments, Inc. | |
| 848,421 | |
Electric
Power Systems International, Inc. | |
| 1,117,882 | |
Tampa
Electric | |
| 999,972 | |
| |
| 3,966,218 | |
| |
| | |
ENVIRONMENTAL
- 0.62% | |
| | |
ENTACT
Environmental Services, Inc. | |
| 1,010,662 | |
| |
| | |
| |
| | |
FINANCIAL
OTHER - 2.09% | |
| | |
Beacon
Pointe Advisors, LLC | |
| 968,846 | |
B.
Riley Financial Inc. | |
| 515,800 | |
See Notes to Consolidated Financial Statements
CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)
September 30, 2021
(Unaudited)
Industry Classification:
(Continued) | |
Fair Value/ Market Value
| |
| |
| | |
Edelman
Financial Services | |
$ | 129,019 | |
Foundation
Risk Partners, Corp. | |
| 772,775 | |
VW
Credit Inc. | |
| 999,949 | |
| |
| 3,386,389 | |
| |
| | |
FOOD &
BEVERAGE - 3.73% | |
| | |
Alpine
US Bidco LLC | |
| 631,356 | |
Del
Real LLC | |
| 1,509,338 | |
PANOS
Brands LLC | |
| 2,302,633 | |
Sara
Lee Frozen Foods | |
| 1,404,637 | |
Westminster
Acquisition LLC | |
| — | |
WP
Supply Holding Corporation | |
| 211,119 | |
| |
| 6,059,083 | |
| |
| | |
HEALTHCARE
- 6.37% | |
| | |
Cadence,
Inc. | |
| 851,720 | |
Ellkay | |
| 693,288 | |
GD
Dental Services LLC | |
| 12,927 | |
Home
Care Assistance, LLC | |
| 800,179 | |
Navia
Benefit Solutions, Inc. | |
| 1,006,111 | |
RedSail
Technologies | |
| 1,672,858 | |
TherOX,
Inc. | |
| — | |
Touchstone
Health Partnership | |
| — | |
U.S.
Oral Surgery Management | |
| 2,430,750 | |
UroGPO,
LLC | |
| 2,366,667 | |
Verscend
Holding Corp | |
| 507,908 | |
| |
| 10,342,408 | |
| |
| | |
INDUSTRIAL
OTHER - 14.65% | |
| | |
Aftermath,
Inc. | |
| 1,698,316 | |
ASPEQ
Holdings | |
| 1,157,395 | |
Concept
Machine Tool Sales, LLC | |
| 608,941 | |
E.S.P.
Associates, P.A. | |
| 252,534 | |
IGL
Holdings III Corp. | |
| 1,169,929 | |
IM
Analytics Holdings, LLC | |
| 806,318 | |
Industrial
Service Solutions | |
| 836,543 | |
Media
Recovery, Inc. | |
| 491,055 | |
PB
Holdings LLC | |
| 715,893 | |
Specified
Air Solutions | |
| 11,600,451 | |
Stratus
Unlimited | |
| 835,598 | |
STS
Operating, Inc. | |
| 488,335 | |
UBEO,
LLC | |
| 1,558,661 | |
World
50, Inc. | |
| 1,563,390 | |
| |
| 23,783,359 | |
| |
Fair
Value/ Market Value | |
MEDIA &
ENTERTAINMENT - 2.67% | |
| | |
Advantage
Software | |
$ | 1,759,017 | |
Cadent,
LLC | |
| 890,428 | |
HOP
Entertainment LLC | |
| — | |
Houghton
Mifflin Harcourt | |
| 531,775 | |
Music
Reports, Inc. | |
| 599,118 | |
Terrier
Media Buyer, Inc. | |
| 560,411 | |
| |
| 4,340,749 | |
| |
| | |
METALS &
MINING - 1.72% | |
| | |
Cleveland-Cliffs
Inc. | |
| 379,823 | |
Coronado
Finance Pty Ltd. | |
| 298,660 | |
First
Quantum Minerals Ltd. | |
| 904,653 | |
Hecla
Mining Company | |
| 538,580 | |
Picou
Holdings LLC | |
| 504,700 | |
Warrior
Met Coal, Inc. | |
| 163,415 | |
| |
| 2,789,831 | |
| |
| | |
MIDSTREAM
- 0.21% | |
| | |
Genesis
Energy LP | |
| 335,315 | |
| |
| | |
| |
| | |
OIL
FIELD SERVICES - 0.54% | |
| | |
Neptune
Energy Bondco PLC | |
| 514,375 | |
Petroplex
Inv Holdings LLC | |
| 6,787 | |
Tourmaline
Oil Corp | |
| 356,037 | |
| |
| 877,199 | |
| |
| | |
PACKAGING
- 1.47% | |
| | |
ASC
Holdings, Inc. | |
| 784,513 | |
Brown
Machine LLC | |
| 854,448 | |
BWAY
Holding Company | |
| 745,428 | |
| |
| 2,384,389 | |
| |
| | |
PAPER
- 0.98% | |
| | |
Dunn
Paper | |
| 1,597,350 | |
| |
| | |
| |
| | |
PROPERTY &
CASUALTY - 0.62% | |
| | |
Aon
plc | |
| 999,982 | |
| |
| | |
| |
| | |
REFINING
- 0.52% | |
| | |
CVR
Energy Inc. | |
| 495,430 | |
MES
Partners, Inc. | |
| 49,307 | |
Tristar
Global Energy Solutions, Inc. | |
| 301,226 | |
| |
| 845,963 | |
See Notes to Consolidated Financial Statements
Barings Participation Investors
CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)
September 30, 2021
(Unaudited)
Industry
Classification: (Continued) | |
Fair
Value/ Market Value
| |
| |
| | |
TECHNOLOGY
- 24.12% | |
| | |
1WorldSync,
Inc. | |
$ | 2,440,215 | |
Almonde,
Inc. | |
| 502,330 | |
Audio
Precision | |
| 1,755,000 | |
Claritas
Holdings, Inc. | |
| 1,543,682 | |
CloudWave | |
| 1,711,645 | |
Clubessential
LLC | |
| 1,703,438 | |
Command
Alkon | |
| 2,051,311 | |
CommScope
Finance LLC | |
| 523,363 | |
Diebold
Nixdorf | |
| 383,033 | |
Follett
School Solutions | |
| 1,690,716 | |
GraphPad
Software, Inc. | |
| 2,596,670 | |
Halo
Technology Bidco Limited | |
| 1,697,027 | |
Magenta
Buyer LLC | |
| 502,704 | |
Options
Technology Ltd | |
| 1,587,825 | |
Recovery
Point Systems, Inc. | |
| 1,361,359 | |
REVSpring,
Inc. | |
| 1,725,000 | |
RPX
Corp | |
| 2,443,750 | |
Ruffalo
Noel Levitz | |
| 1,229,180 | |
Sandvine
Corporation | |
| 1,725,000 | |
Scaled
Agile, Inc. | |
| 531,087 | |
Smart
Bear | |
| 1,687,305 | |
Stackline | |
| 1,691,346 | |
Springbrook
Software | |
| 1,332,137 | |
Syncsort
Incorporated | |
| 222,129 | |
Transit
Technologies LLC | |
| 753,780 | |
U.S.
Legal Support, Inc. | |
| 2,087,041 | |
VitalSource | |
| 1,692,939 | |
| |
| 39,171,012 | |
| |
| | |
| |
Fair
Value/ Market Value | |
TRANSPORTATION
SERVICES - 9.48% | |
| | |
AIT
Worldwide Logistics, Inc. | |
$ | 1,743,990 | |
BDP
International, Inc. | |
| 2,481,092 | |
FragilePAK | |
| 1,142,520 | |
Omni
Logistics, LLC | |
| 1,741,250 | |
Pegasus
Transtech Corporation | |
| 2,278,129 | |
Rock-it
Cargo | |
| 1,921,947 | |
SEKO
Worldwide, LLC | |
| 1,445,896 | |
VP
Holding Company | |
| 2,384,321 | |
Kenan
Advantage Group Inc. | |
| 261,674 | |
| |
| 15,400,819 | |
| |
| | |
Total
Investments - 101.76% (Cost - $159,836,552) | |
$ | 165,254,988 | |
See Notes to Consolidated Financial Statements
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Barings Participation
Investors (the “Trust”) was organized as a Massachusetts business trust under the laws of the Commonwealth of Massachusetts
pursuant to a Declaration of Trust dated April 7, 1988.
The Trust
is a diversified closed-end management investment company. Barings LLC (“Barings”), a wholly-owned indirect subsidiary of
Massachusetts Mutual Life Insurance Company (“MassMutual”), acts as its investment adviser. The Trust’s investment
objective is to maintain a portfolio of securities providing a current yield and, when available, an opportunity for capital gains. The
Trust’s principal investments are privately placed, below investment grade, long-term debt obligations including bank loans and
mezzanine debt instruments. Such direct placement securities may, in some cases, be accompanied by equity features such as common stock,
preferred stock, warrants, conversion rights, or other equity features. The Trust typically purchases these investments, which are not
publicly tradable, directly from their issuers in private placement transactions. These investments are typically made to small or middle
market companies. In addition, the Trust may invest, subject to certain limitations, in marketable debt securities (including high yield
and/or investment grade securities) and marketable common stock. Below investment grade or high yield securities have predominantly speculative
characteristics with respect to the capacity of the issuer to pay interest and repay capital.
On January 27,
1998, the Board of Trustees authorized the formation of a wholly-owned subsidiary of the Trust (“PI Subsidiary Trust”) for
the purpose of holding certain investments. The results of the PI Subsidiary Trust are consolidated in the accompanying financial statements.
Footnote 2.D below discusses the Federal tax consequences of the PI Subsidiary Trust.
| 2. | Significant
Accounting Policies |
The following
is a summary of significant accounting policies followed consistently by the Trust in the preparation of its consolidated financial statements
in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
The Trustees
have determined that the Trust is an investment company in accordance with Accounting Standards Codification (“ASC”) 946,
Financial Services – Investment Companies, for the purpose of financial reporting.
A.
Fair Value Measurements:
Under U.S.
GAAP, fair value represents the price that should be received to sell an asset (exit price) in an orderly transaction between willing
market participants at the measurement date.
Determination
of Fair Value
The determination
of the fair value of the Trust’s investments is the responsibility of the Trust’s Board of Trustees (the
“Trustees”).
The Trustees have adopted procedures for the valuation of the Trust’s securities and have delegated responsibility for applying
those procedures to Barings. Barings has established a Pricing Committee which is responsible for setting the guidelines used in following
the procedures adopted by the Trustees ensuring that those guidelines are being followed. Barings considers all relevant factors that
are reasonably available, through either public information or information available to Barings, when determining the fair value of a
security. The Trustees meet at least once each quarter to approve the value of the Trust’s portfolio securities as of the close
of business on the last business day of the preceding quarter. This valuation requires the approval of a majority of the Trustees of
the Trust, including a majority of the Trustees who are not interested persons of the Trust or of Barings. In approving valuations, the
Trustees will consider reports by Barings analyzing each portfolio security in accordance with the procedures and guidelines referred
to above, which include the relevant factors referred to below. Barings has agreed to provide such reports to the Trust at least quarterly.
The consolidated financial statements include private placement restricted securities valued at $144,146,843 (88.76% of net assets) as
of September 30, 2021 the values of which have been estimated by the Trustees based on the process described above in the absence
of readily ascertainable market values. Due to the inherent uncertainty of valuation, those estimated values may differ significantly
from the values that would have been used had a ready market for the securities existed, and the differences could be material.
Independent
Valuation Process
The fair
value of bank loans and equity investments that are unsyndicated or for which market quotations are not readily available, including
middle-market bank loans, will be submitted to an independent provider to perform an independent valuation on those bank loans and equity
investments as of the end of each quarter. Such bank loans and equity investments will be held at cost until such time as they are sent
to the valuation provider for an initial valuation subject to override by the Adviser should it determine that there have been material
changes in interest rates and/or the credit quality of the issuer. The independent valuation provider applies various methods (synthetic
rating analysis, discounting cash flows, and re-underwriting analysis) to establish the rate of return a market participant would require
(the “discount rate”) as of the valuation date, given market conditions, prevailing lending standards and the perceived credit
quality of the issuer. Future expected cash flows for each investment are discounted back to present value using these discount rates
in the discounted cash flow analysis. A range of value will be provided by the valuation provider and the Adviser will determine the
point within that range that it will use in making valuation recommendations to the Trustees, and will report to the Trustees on its
rationale for each such determination. The Adviser will continue to use its internal valuation model as a comparison point to validate
Barings Participation Investors
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)
the price
range provided by the valuation provider and, where applicable, in determining the point within that range that it will use in making
valuation recommendations to the Trustees. If the Advisers’ Pricing Committee disagrees with the price range provided, it may make
a fair value recommendation to the Trustees that is outside of the range provided by the independent valuation provider, and will notify
the Trustees of any such override and the reasons therefore. In certain instances, the Trust may determine that it is not cost-effective,
and as a result is not in the shareholders’ best interests, to request the independent valuation firm to perform the Procedures
on certain investments. Such instances include, but are not limited to, situations where the fair value of the investment in the portfolio
company is determined to be insignificant relative to the total investment portfolio. Finally, the Trustees determined in good faith
that the Trust’s investments were valued at fair value in accordance with the Trust’s valuation policies and procedures and
the 1940 Act based on, among other things, the input of Barings, the Trust’s Audit Committee and the independent valuation firm.
Following
is a description of valuation methodologies used for assets recorded at fair value.
Corporate
Public Securities at Fair Value – Bank Loans, Corporate Bonds, Preferred Stocks and Common Stocks
The Trust
uses external independent third-party pricing services to determine the fair values of its Corporate Public Securities. At September 30,
2021, 100% of the carrying value of these investments was from external pricing services. In the event that the primary pricing service
does not provide a price, the Trust utilizes the pricing provided by a secondary pricing service.
Public
debt securities generally trade in the over-the-counter market rather than on a securities exchange. The Trust’s pricing services
use multiple valuation techniques to determine fair value. In instances where significant market activity exists, the pricing services
may utilize a market based approach through which quotes from market makers are used to determine fair value. In instances where significant
market activity may not exist or is limited, the pricing services also utilize proprietary valuation models which may consider market
characteristics such as benchmark yield curves, option adjusted spreads, credit spreads, estimated default rates, coupon rates, anticipated
timing of principal underlying prepayments, collateral, and other unique security features in order to estimate the relevant cash flows,
which are then discounted to calculate the fair value.
The Trust’s
investments in bank loans are normally valued at the bid quotation obtained from dealers in loans by an independent pricing service in
accordance with the Trust’s valuation policies and procedures approved by the Trustees.
Public
equity securities listed on an exchange or on the NASDAQ National Market System are valued at the last quoted sales price of that day.
At least
annually, Barings conducts reviews of the primary pricing vendors to validate that the inputs used in that vendors’ pricing process
are deemed to be market observable as defined in the standard. While Barings is not provided access to proprietary models of the vendors,
the reviews have included on-site walk-throughs of the pricing process, methodologies and control procedures for each asset class and
level for which prices are provided. The reviews also include an examination of the underlying inputs and assumptions for a sample of
individual securities across asset classes, credit rating levels and various durations. In addition, the pricing vendors have an established
challenge process in place for all security valuations, which facilitates identification and resolution of prices that fall outside expected
ranges. Barings believes that the prices received from the pricing vendors are representative of prices that would be received to sell
the assets at the measurement date (exit prices) and are classified appropriately in the hierarchy.
Corporate
Restricted Securities at Fair Value – Bank Loans, Corporate Bonds
The fair
value of certain notes is determined using an internal model that discounts the anticipated cash flows of those notes using a specific
discount rate. Changes to that discount rate are driven by changes in general interest rates, probabilities of default and credit adjustments.
The discount rate used within the models to discount the future anticipated cash flows is considered a significant unobservable input.
Increases/(decreases) in the discount rate would result in a (decrease)/increase to the notes’ fair value.
The fair
value of certain distressed notes is based on an enterprise waterfall methodology which is discussed in the equity security valuation
section below.
Corporate
Restricted Securities at Fair Value – Common Stock, Preferred Stock and Partnerships & LLC’s
The fair
value of equity securities is determined using an enterprise waterfall methodology. Under this methodology, the enterprise value of the
company is first estimated and that value is then allocated to the company’s outstanding debt and equity securities based on the
documented priority of each class of securities in the capital structure. Generally, the waterfall proceeds from senior debt, to senior
and junior subordinated debt, to preferred stock, then finally common stock.
To estimate
a company’s enterprise value, the company’s trailing twelve months earnings before interest, taxes, depreciation and amortization
(“EBITDA”) is multiplied by a valuation multiple.
Both the
company’s EBITDA and valuation multiple are considered significant unobservable inputs. Increases/(decreases) to the company’s
EBITDA and/or valuation multiple would result in increases/(decreases) to the equity value.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)
Short-Term
Securities
Short-term
securities with more than sixty days to maturity are valued at fair value, using external independent third-party services. Short-term
securities, of sufficient credit quality, having a maturity of sixty days or less are valued at amortized cost, which approximates fair
value.
New
Accounting Pronouncement
In March
2020, the Financial Accounting Standards Board issued Accounting Standards Update 2020-04 (“ASU 2020-04”) “Reference
Rate Reform (Topic 848): Facilitation of the
Effects
of Reference Rate Reform on Financial Reporting.” This guidance provides optional expedients and exceptions for applying generally
accepted accounting principles to contract modifications and hedging relationships, subject to meeting certain criteria, that reference
LIBOR or another reference rate expected to be discontinued. ASU 2020-04 is effective for all entities as of March 12, 2020 through December
31, 2022. The Trust expects that the adoption of this guidance will not have a material impact on the Trust’s financial position,
result of operations or cash flows.
Fair Value Hierarchy
The Trust categorizes
its investments measured at fair value in three levels, based on the inputs and assumptions used to determine fair value. These levels
are as follows:
Level 1 –
quoted prices in active markets for identical securities
Level 2 –
other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk,
etc.)
Level 3 –
significant unobservable inputs (including the Trust’s own assumptions in determining the fair value of investments)
The following table
summarizes the levels in the fair value hierarchy into which the Trust’s financial instruments are categorized as of September 30,
2021.
The fair values
of the Trust’s investments disaggregated into the three levels of the fair value hierarchy based upon the lowest level of significant
input used in the valuation as of September 30, 2021 are as follows:
| |
| | |
| | |
| | |
| |
Assets: | |
Total | | |
Level 1 | | |
Level 2 | | |
Level 3 | |
Restricted
Securities | |
| | | |
| | | |
| | | |
| | |
Corporate
Bonds | |
$ | 20,577,584 | | |
$ | — | | |
$ | 9,724,248 | | |
$ | 10,853,336 | |
Bank
Loans | |
| 112,696,112 | | |
| — | | |
| — | | |
| 112,696,112 | |
Common
Stock - U.S. | |
| 1,937,035 | | |
| — | | |
| — | | |
| 1,937,035 | |
Preferred
Stock | |
| 1,365,262 | | |
| — | | |
| — | | |
| 1,365,262 | |
Partnerships
and LLCs | |
| 17,295,098 | | |
| — | | |
| — | | |
| 17,295,098 | |
Public
Securities | |
| | | |
| | | |
| | | |
| | |
Bank
Loans | |
| 3,143,763 | | |
| — | | |
| 1,748,029 | | |
| 1,395,734 | |
Corporate
Bonds | |
| 1,368,508 | | |
| — | | |
| 1,368,508 | | |
| — | |
Common
Stock - U.S. | |
| 356,037 | | |
| 322,571 | | |
| — | | |
| 33,466 | |
Preferred
Stock | |
| 515,800 | | |
| — | | |
| 515,800 | | |
| — | |
Short-term
Securities | |
| 5,999,789 | | |
| 5,999,789 | | |
| — | | |
| — | |
Total | |
$ | 165,254,988 | | |
$ | 6,322,360 | | |
$ | 13,356,585 | | |
$ | 145,576,043 | |
See
information disaggregated by security type and industry classification in the Consolidated Schedule of Investments.
Barings Participation Investors
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)
Quantitative Information
about Level 3 Fair Value Measurements
The following table
represents quantitative information about Level 3 fair value measurements as of September 30, 2021.
|
|
|
|
|
|
|
Fair Value |
Valuation
Technique |
Unobservable
Inputs |
Range |
Weighted* |
|
|
|
|
|
|
Bank Loans |
$ 90,605,215 |
Market Yield |
Yield Analysis |
5.6% - 29.6% |
8.0% |
|
|
|
|
|
|
Corporate Bonds |
$ 10,853,336 |
Income Approach |
Implied Spread |
10.6% - 21.5% |
14.6% |
|
|
|
|
|
|
Equity Securities** |
$ 20,369,838 |
Enterprise Value Waterfall
Approach |
Valuation Multiple |
5.0x to 25.3x |
13.4x |
Certain
of the Trust’s Level 3 equity securities investments may be valued using unadjusted inputs that have not been internally developed
by the Trust, including recently purchased securities held at cost. As a result, fair value of assets of $23,747,654 have been excluded
from the preceding table.
| * | The
weighted averages disclosed in the table above were weighted by relative fair value |
| ** | Including
partnerships and LLC’s |
Following is a
reconciliation of Level 3 assets for which significant unobservable inputs were used to determine fair value:
Assets: | |
Beginning
balance at 12/31/2020 | | |
Included in
earnings | | |
Purchases | | |
Sales | | |
Prepayments | | |
Transfers
into Level 3 | | |
Transfers
out of Level 3 | | |
Ending
balance at 9/30/2021 | |
Restricted
Securities | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Corporate
Bonds | |
$ | 18,359,723 | | |
$ | 606,140 | | |
$ | 39,506 | | |
$ | (4,104,643 | ) | |
$ | (4,047,390 | ) | |
$ | — | | |
$ | — | | |
$ | 10,853,336 | |
Bank
Loans | |
| 88,124,979 | | |
| 1,008,218 | | |
| 36,113,739 | | |
| — | | |
| (15,687,915 | ) | |
| 3,137,091 | | |
| — | | |
| 112,696,112 | |
Common
Stock - U.S. | |
| 2,767,599 | | |
| 1,308,038 | | |
| 42,078 | | |
| (2,209,940 | ) | |
| — | | |
| 29,260 | | |
| — | | |
| 1,937,035 | |
Preferred
Stock | |
| 2,252,826 | | |
| (122,265 | ) | |
| — | | |
| (765,299 | ) | |
| — | | |
| — | | |
| — | | |
| 1,365,262 | |
Partnerships
and LLCs | |
| 8,261,019 | | |
| 13,131,001 | | |
| 2,372,908 | | |
| (6,469,830 | ) | |
| — | | |
| — | | |
| — | | |
| 17,295,098 | |
Public
Securities | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Bank
Loans | |
| 1,137,471 | | |
| 112,145 | | |
| 1,366,308 | | |
| — | | |
| (1,618,781 | ) | |
| 398,591 | | |
| — | | |
| 1,395,734 | |
Common
Stock - U.S. | |
| — | | |
| 33,466 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 33,466 | |
Corporate
Bonds | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
| |
$ | 120,903,617 | | |
$ | 16,076,743 | | |
$ | 39,934,539 | | |
$ | (13,549,712 | ) | |
$ | (21,354,086 | ) | |
$ | 3,564,942 | | |
$ | — | | |
$ | 145,576,043 | |
| * | For
the six months ended September 30, 2021, transfers into and out of Level 3 were the result
of changes in the observability of significant inputs for certain portfolio companies. |
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)
Income, Gains
and Losses on Level 3 assets included in Net Increase in Net Assets resulting from Operations for the year are presented in the following
accounts on the Statement of Operations:
| |
Net Increase in
Net Assets Resulting from Operations | | |
Change in
Unrealized Gains & (Losses) in Net Assets from assets still held | |
| |
| | |
| |
Interest (Amortization) | |
$ | 303,742 | | |
$ | — | |
| |
| | | |
| | |
Net realized gain on investments
before taxes | |
| 6,036,495 | | |
| — | |
| |
| | | |
| | |
Net change in unrealized appreciation
of investments before taxes | |
| 9,736,506 | | |
| 10,892,213 | |
B.
Accounting for Investments:
Investment
Income
Investment
transactions are accounted for on the trade date. Interest income, including the amortization of premiums and accretion of discounts
on bonds held using the yield-to-maturity method, is recorded on the accrual basis to the extent that such amounts are expected to be
collected. Generally, when interest and/or principal payments on a loan become past due, or if the Trust otherwise does not expect the
borrower to be able to service its debt and other obligations, the Trust will place the investment on non-accrual status and will cease
recognizing interest income on that investment for financial reporting purposes until all principal and interest have been brought current
through payment or due to a restructuring such that the interest income is deemed to be collectible. The Trust writes off any previously
accrued and uncollected interest when it is determined that interest is no longer considered collectible. As of September 30, 2021, the
fair value of the Trust’s non-accrual assets was $4,065,210, or 2.5% of the total fair value of the Trust’s portfolio, and
the cost of the Trust’s non-accrual assets was $9,461,929, or 5.9% of the total cost of the Trust’s portfolio.
Payment-in-Kind
Interest
The Trust
currently holds, and expects to hold in the future, some investments in its portfolio that contain Payment-in-Kind (“PIK”)
interest provisions. The PIK interest, computed at the contractual rate specified in each loan agreement, is added to the principal balance
of the investment, rather than being paid to the Trust in cash, and is recorded as interest income. Thus, the actual collection of PIK
interest may be deferred until the time of debt principal repayment. PIK interest, which is a non-cash source of income at the time of
recognition, is included in the Trust’s taxable income and therefore affects the amount the Trust is required to distribute
to its
stockholders to maintain its qualification as a “regulated investment company” for federal income tax purposes, even though
the Trust has not yet collected the cash.
Generally,
when current cash interest and/or principal payments on an investment become past due, or if the Trust otherwise does not expect the
borrower to be able to service its debt and other obligations, the Trust will place the investment on PIK non-accrual status and will
cease recognizing PIK interest income on that investment for financial reporting purposes until all principal and interest have been
brought current through payment or due to a restructuring such that the interest income is deemed to be collectible. The Trust writes
off any accrued and uncollected PIK interest when it is determined that the PIK interest is no longer collectible. As of September 30,
2021, the Trust held no PIK non-accrual assets.
Realized
Gain or Loss and Unrealized Appreciation or Depreciation of Portfolio Investments
Realized
gains and losses on investment transactions and unrealized appreciation and depreciation of investments are reported for financial statement
and Federal income tax purposes on the identified cost method.
C.
Use of Estimates:
The preparation
of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts
of assets and liabilities, disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates and the differences could be material.
D.
Federal Income Taxes:
The Trust
has elected to be taxed as a “regulated investment company” under the Internal Revenue Code, and intends to maintain this
qualification and to distribute substantially all of its net taxable income to its shareholders. In any year when net long-term capital
gains are realized by the Trust, management, after evaluating the prevailing economic conditions, will recommend that Trustees either
designate the net realized long-term gains as undistributed and pay the federal capital gains taxes thereon, or distribute all or a portion
of such net gains.
The Trust
is taxed as a regulated investment company and is therefore limited as to the amount of non-qualified income that it may receive as the
result of operating a trade or business, e.g. the Trust’s pro rata share of income allocable to the Trust by a partnership operating
company. The Trust’s violation of this limitation could result in the loss of its status as a regulated investment company, thereby
subjecting all of its net income and capital gains to corporate taxes prior to distribution to its shareholders. The Trust, from time-to-time,
identifies investment opportunities in the securities of entities that could cause such trade or business income to be allocable to the
Trust. The PI Subsidiary Trust (described in
Barings Participation Investors
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)
Footnote
1, above) was formed in order to allow investment in such securities without adversely affecting the Trust’s status as a regulated
investment company.
The PI
Subsidiary Trust is not taxed as a regulated investment company. Accordingly, prior to the Trust receiving any distributions from the
PI Subsidiary Trust, all of the PI Subsidiary Trust’s taxable income and realized gains, including non-qualified income and realized
gains, is subject to taxation at prevailing corporate tax rates. As of September 30, 2021, the PI Subsidiary Trust has incurred
income tax expense of $47,658.
Deferred
tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement
carrying amounts of the existing assets and liabilities and their respective tax basis. As of September 30, 2021, the PI Subsidiary
Trust has no deferred tax liability.
E.
Distributions to Shareholders:
The Trust
records distributions to shareholders from distributable earnings and net realized gains, if any, on the ex-dividend date. The Trust’s
dividend is declared four times per year, in April, July, October, and December. The Trust’s net realized capital gain distribution,
if any, is declared in December.
| 3. | Investment
Advisory and Administrative Services Contract |
A. Services:
Under an
Investment Advisory and Administrative Services Contract (the “Contract”) with the Trust, Barings has agreed to use its best
efforts to present to the Trust a continuing and suitable investment program consistent with the investment objectives and policies of
the Trust. Barings represents the Trust in any negotiations with issuers, investment banking firms, securities brokers or dealers and
other institutions or investors relating to the Trust’s investments. Under the Contract, Barings also provides administration of
the day-to-day operations of the Trust and provides the Trust with office space and office equipment, accounting and bookkeeping services,
and necessary executive, clerical and secretarial personnel for the performance of the foregoing services.
B.
Fee:
For its
services under the Contract, Barings is paid a quarterly investment advisory fee equal to 0.225% of the value of the Trust’s net
assets as of the last business day of each fiscal quarter, an amount approximately equivalent to 0.90% on an annual basis. A majority
of the Trustees, including a majority of the Trustees who are not interested persons of the Trust or of Barings, approve the valuation
of the Trust’s net assets as of such day.
Senior
Secured Indebtedness
MassMutual
holds the Trust’s $15,000,000 Senior Fixed Rate Convertible Note (the “Note”) issued by the Trust on December 13,
2011. The Note is due December 13, 2023 and accrues interest at 4.09% per annum. MassMutual, at its option, can convert the principal
amount of the Note into common shares. The dollar amount of principal would be converted into an equivalent dollar amount of common shares
based upon the average price of the common shares for ten business days prior to the notice of conversion. For the nine months ended
September 30, 2021, the Trust incurred total interest expense on the Note of $460,125.
The Trust
may redeem the Note, in whole or in part, at the principal amount proposed to be redeemed together with the accrued and unpaid interest
thereon through the redemption date plus the Make Whole Premium. The Make Whole Premium equals the excess of (i) the present value
of the scheduled payments of principal and interest which the Trust would have paid but for the proposed redemption, discounted at the
rate of interest of U.S. Treasury obligations whose maturity approximates that of the Note plus 0.50% over (ii) the principal of
the Note proposed to be redeemed.
Credit
Facility
On July
22, 2021 (the “Effective Date”), MassMutual provided to the Trust, a five-year $15,000,000 committed revolving credit facility.
Interest charged is at the rate of LIBOR (London Interbank Offered Rate) plus 2.25% on the outstanding borrowings. The Trust will also
be responsible for paying a commitment fee of 0.50% on the unused amount. For purposes of calculating the commitment fee for the period
from the Effective Date to the earlier to occur of (x) the date that is 270 days after the Effective Date and (y) the first date on which
the aggregate outstanding borrowings is greater than $7,500,000, the unused amount shall be deemed to be in an amount equal to $7,500,000.
As of September 30, 2021, the Trust had no outstanding borrowings on the revolving credit facility.
| 5. | Purchases and Sales of Investments
|
| |
For
the nine months ended 9/30/2021 | |
| |
Cost
of Investments Acquired | | |
Proceeds
from Sales or Maturities | |
| |
| | | |
| | |
Corporate
restricted securities | |
$ | 40,172,088 | | |
$ | 43,992,116 | |
Corporate
public securities | |
| 3,047,986 | | |
| 19,103 | |
In the normal
course of its business, the Trust trades various financial instruments and enters into certain investment activities with investment
risks. These risks include: (i) market risk, (ii) volatility risk and (iii) credit, counterparty and liquidity
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)
risk. It
is the Trust’s policy to identify, measure and monitor risk through various mechanisms including risk management strategies and
credit policies. These include monitoring risk guidelines and diversifying exposures across a variety of instruments, markets and counterparties.
There can be no assurance that the Trust will be able to implement its credit guidelines or that its risk monitoring strategies will
be successful.
Impacts
of COVID-19
The pandemic
related to the global spread of novel coronavirus disease (COVID-19), which was first detected in December 2019, has resulted in significant
disruptions to global business activity and the global economy, as well as the economies of individual countries, the financial performance
of individual companies and sectors, and the securities and commodities markets in general. This pandemic, the full effects of which
are still unknown, has resulted in substantial market volatility and may continue to adversely impact the prices and liquidity of the
Trust’s investments and the Trust’s performance.
LIBOR
The United
Kingdom’s Financial Conduct Authority (“FCA”), which regulates LIBOR, announced a desire to phase out the use of LIBOR
by the end of 2021. LIBOR has historically been a common benchmark interest rate index used to make adjustments to variable-rate loans.
It is used throughout global banking and financial industries to determine interest rates for a variety of financial instruments and
borrowing arrangements. The transition process might lead to increased volatility and illiquidity in markets that currently rely on LIBOR
to determine interest rates. It could also lead to a reduction in the value of some LIBOR-based investments held by a fund and reduce
the effectiveness of new hedges placed against existing LIBOR-based investments. While some LIBOR-based instruments contemplate a scenario
where LIBOR is no longer available by providing for an alternative rate-setting methodology, not all have such provisions and there may
be significant uncertainty regarding the effectiveness of any such alternative methodologies. Since the usefulness of LIBOR as a benchmark
could deteriorate during the transition period, these effects could occur prior to the end of 2021.
| 7. | Commitments
and Contingencies |
During the
normal course of business, the Trust may enter into contracts and agreements that contain a variety of representations and warranties.
The exposure, if any, to the Trust under these arrangements is unknown as this would involve future claims that may or may not be made
against the Trust and which have not yet occurred. The Trust has no history of prior claims related to such contracts and agreements.
At September 30, 2021
the Trust had the following unfunded commitments:
|
| |
| |
Investment |
Unfunded Amount
| |
Fair Value
| |
Dart Buyer, Inc |
$ | 281,175 | |
$ | 279,183 | |
Dwyer Instruments, Inc. |
| 131,579 | |
| 131,492 | |
Electric Power Systems International Inc |
| 113,921 | |
| 114,113 | |
Foundation Risk Partners, Corp. |
| 222,222 | |
| 228,577 | |
FragilePAK |
| 539,063 | |
| 539,883 | |
Home Care Assistance, LLC |
| 38,680 | |
| 38,871 | |
IGL Holdings III Corp. (fka Inovar Packaging Group) |
| 511,653 | |
| 510,091 | |
Kano Laboratories LLC |
| 395,138 | |
| 401,875 | |
Navia Benefit Solutions Inc |
| 690,000 | |
| 691,282 | |
ROI Solutions, LLC |
| 961,561 | |
| 970,641 | |
SEKO Worldwide, LLC |
| 250,909 | |
| 253,999 | |
Springbrook Software (SBRK Intermediate, Inc.) |
| 304,719 | |
| 311,264 | |
Stratus Unlimited (V-Sky Co-Invest Aggregator LP) |
| 172,106 | |
| 172,247 | |
The Hilb Group, LLC |
| 93,056 | |
| 95,749 | |
Transit Technologies LLC |
| 240,095 | |
| 236,682 | |
US Oral Surgery Management (USOSM) |
| 22,971 | |
| 22,884 | |
|
| 4,968,849 | |
$ | 4,998,834 | |
As of September
30, 2021 unfunded commitments had unrealized appreciation of $29,985 or 0.02% of net assets.
| 8. | Quarterly
Results of Investment Operations (unaudited) |
| |
March 31,
2021 | |
| |
Amount
| | |
Per Share
| |
| |
| | | |
| | |
Investment
income | |
$ | 2,742,160 | | |
| | |
Net investment
income | |
| 2,059,266 | | |
$ | 0.19 | |
Net realized
and unrealized gain on investments (net of taxes) | |
| 4,123,347 | | |
| 0.39 | |
| |
| | | |
| | |
| |
June 30,
2021 | |
| |
Amount
| | |
Per Share
| |
| |
| | | |
| | |
Investment
income | |
$ | 2,799,993 | | |
| | |
Net investment
income | |
| 2,108,892 | | |
$ | 0.20 | |
Net realized
and unrealized loss on investments (net of taxes) | |
| 4,093,744 | | |
| 0.39 | |
| |
| | | |
| | |
| |
September 30,
2021 | |
| |
Amount
| | |
Per Share
| |
| |
| | | |
| | |
Investment
income | |
$ | 2,798,220 | | |
| | |
Net investment
income | |
| 2,079,446 | | |
$ | 0.20 | |
Net realized
and unrealized loss on investments (net of taxes) | |
| 7,997,029 | | |
| 0.75 | |
Barings Participation Investors
This
privacy notice is being provided on behalf of Barings LLC and its affiliates: Barings Securities LLC; Barings Australia Pty Ltd; Barings
Japan Limited; Barings Investment Advisers (Hong Kong) Limited; Barings Funds Trust; Barings Global Short Duration High Yield Fund; Barings
BDC, Inc.; Barings Corporate Investors and Barings Participation Investors (together, for purposes of this privacy notice, “Barings”).
When you use Barings you entrust us not only
with your hard-earned assets but also with your personal and financial data. We consider your data to be private and confidential, and
protecting its confidentiality is important to us. Our policies and procedures regarding your personal information are summarized below.
We may collect non-public personal information
about you from:
| • | Applications or other forms, interviews, or by other means; |
| • | Consumer or other reporting agencies, government agencies, employers or others; |
| • | Your transactions with us, our affiliates, or others; and |
We may share the financial information we collect
with our financial service affiliates, such as insurance companies, investment companies and securities broker-dealers. Additionally,
so that we may continue to offer you products and services that best meet your investment needs and to effect transactions that you request
or authorize, we may disclose the information we collect, as described above, to companies that perform administrative or marketing services
on our behalf, such as transfer agents, custodian banks, service providers or printers and mailers that assist us in the distribution
of investor materials or that provide operational support to Barings. These companies are required to protect this information and will
use this information only for the services for which we hire them, and are not permitted to use or share this information for any other
purpose. Some of these companies may perform such services in jurisdictions other than the United States. We may share some or all of
the information we collect with other financial institutions with whom we jointly market products. This may be done only if it is permitted
by the state in which you live. Some disclosures may be limited to your name, contact and transaction information with us or our affiliates.
Any disclosures will be only to the extent permitted
by federal and state law. Certain disclosures may require us to get an “opt-in” or “opt-out” from you. If this
is required, we will do so before information is shared. Otherwise, we do not share any personal information about our customers or former
customers unless authorized by the customer or as permitted by law.
We restrict access to personal information about
you to those employees who need to know that information to provide products and services to you. We maintain physical, electronic and
procedural safeguards that comply with legal standards to guard your personal information. As an added measure, we do not include personal
or account information in non-secure e-mails that we send you via the Internet without your prior consent. We advise you not to send such
information to us in non-secure e-mails.
This joint notice describes the privacy policies
of Barings, the Funds and Barings Securities LLC. It applies to all Barings and the Funds accounts you presently have, or may open in
the future, using your social security number or federal taxpayer identification number - whether or not you remain a shareholder of our
Funds or as an advisory client of Barings. As mandated by rules issued by the Securities and Exchange Commission, we will be sending you
this notice annually, as long as you own shares in the Funds or have an account with Barings.
Barings Securities LLC is a member of the Financial
Industry Regulatory Authority (FINRA) and the Securities Investor Protection Corporation (SIPC). Investors may obtain information about
SIPC including the SIPC brochure by contacting SIPC online at www.sipc.org or calling (202)-371-8300. Investors may obtain information
about FINRA including the FINRA Investor Brochure by contacting FINRA online at www.finra.org or by calling (800) 289-9999.
April 2019
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Members of the Board
of
Trustees
Clifford M.
Noreen
Chairman
Michael H.
Brown*
Barbara M.
Ginader*
Edward P. Grace
III*
Eric J. Lloyd
Susan B. Sweeney*
Maleyne M.
Syracuse*
*Member
of the Audit Committee
Officers
Christina Emery
President
Jonathan Bock
Chief Financial Officer
Jill Dinerman
Chief Legal Officer
Michael Cowart
Chief Compliance
Officer
Elizabeth Murray
Principal Accounting
Officer
Christopher
D. Hanscom
Treasurer
Ashlee Steinnerd
Secretary
Alexandra Pacini
Assistant Secretary
Sean Feeley
Vice President
Jonathan Landsberg
Vice President
|
|
DIVIDEND
REINVESTMENT AND CASH PURCHASE PLAN
Barings Participation Investors (the “Trust”)
offers a Dividend Reinvestment and Cash Purchase Plan (the “Plan”). The Plan provides a simple and automatic way for shareholders
to add to their holdings in the Trust through the receipt of dividend shares issued by the Trust or through the reinvestment of cash dividends
in Trust shares purchased in the open market. The dividends of each shareholder will be automatically reinvested in the Trust by DST Systems,
Inc., the Transfer Agent, in accordance with the Plan, unless such shareholder elects not to participate by providing written notice to
the Transfer Agent. A shareholder may terminate his or her participation by notifying the Transfer Agent in writing.
Participating shareholders may also make additional
contributions to the Plan from their own funds. Such contributions may be made by personal check or other means in an amount not less
than $100 nor more than $5,000 per quarter. Cash contributions must be received by the Transfer Agent at least five days (but no more
then 30 days) before the payment date of a dividend or distribution.
Whenever the Trust declares a dividend payable
in cash or shares, the Transfer Agent, acting on behalf of each participating shareholder, will take the dividend in shares only if the
net asset value is lower than the market price plus an estimated brokerage commission as of the close of business on the valuation day.
The valuation day is the last day preceding the day of dividend payment.
When the dividend is to be taken in shares, the
number of shares to be received is determined by dividing the cash dividend by the net asset value as of the close of business on the
valuation date or, if greater than net asset value, 95% of the closing share price. If the net asset value of the shares is higher than
the market value plus an estimated commission, the Transfer Agent, consistent with obtaining the best price and execution, will buy shares
on the open market at current prices promptly after the dividend payment date.
The reinvestment of dividends does not, in any
way, relieve participating shareholders of any federal, state or local tax. For federal income tax purposes, the amount reportable in
respect of a dividend received in newly-issued shares of the Trust will be the fair market value of the shares received, which will be
reportable as ordinary income and/or capital gains.
As compensation for its services, the Transfer
Agent receives a fee of 5% of any dividend and cash contribution (in no event in excess of $2.50 per distribution per shareholder.)
Any questions regarding the Plan should be addressed to DST Systems, Inc.,
Transfer Agent for Barings Participation Investors’ Dividend Reinvestment and Cash Purchase Plan, P.O. Box 219086, Kansas City,
MO 64121-9086.
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Barings
Participation
Investors |
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