Consolidated Schedule of Investments Barings Participation Investors
September 30, 2022
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | |
Corporate Restricted Securities - 108.36%: (A) | Principal Amount, Shares, Units or Ownership Percentage | | Acquisition Date | | Cost | | Fair Value |
| | | | | | | |
Private Placement Investments - 103.63%: (C) | | | | | | | |
| | | | | | | |
1WorldSync, Inc. | | | | | | | |
A product information sharing platform that connects manufacturers/suppliers and key retailers via the Global Data Synchronization Network. |
8.81% Term Loan due 06/24/2025 (LIBOR + 5.750%) | $ | 2,415,430 | | | * | | $ | 2,391,020 | | | $ | 2,415,431 | |
* 07/01/19 and 12/09/20. | | | | | | | |
| | | | | | | |
Accelerate Learning | | | | | | | |
A provider of standards-based, digital science education content of K-12 schools. |
7.81% Term Loan due 12/31/2024 (LIBOR + 5.000%) | $ | 974,753 | | | 12/19/18 | | 967,541 | | | 961,739 | |
7.81% Term Loan due 12/20/2024 (LIBOR + 5.000%) | $ | 744,620 | | | 09/30/21 | | 734,350 | | | 734,678 | |
| | | | | 1,701,891 | | | 1,696,417 | |
Accurus Aerospace | | | | | | | |
A supplier of highly engineered metallic parts, kits and assemblies, and processing services. |
7.72% First Term Loan due 03/31/2028 (LIBOR + 5.750%) (G) | $ | 492,424 | | | 04/05/22 | | 424,661 | | | 425,253 | |
Limited Liability Company Unit (B) | 8,752 uts. | | 10/14/21 | | 8,752 | | | 8,796 | |
| | | | | 433,413 | | | 434,049 | |
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. |
Limited Liability Company Unit Class A (B) (F) | 766 uts. | | 10/01/21 | | 24,353 | | | 69,515 | |
Limited Liability Company Unit Class A (B) (F) | 197 uts. | | 10/01/21 | | 6,320 | | | 17,929 | |
Limited Liability Company Unit Class B (B) (F) | 766 uts. | | 10/01/21 | | 784 | | | — | |
Limited Liability Company Unit Class B (B) (F) | 197 uts. | | 10/01/21 | | 202 | | | — | |
| | | | | 31,659 | | | 87,444 | |
AIT Worldwide Logistics, Inc. | | | | | | | |
A provider of domestic and international third-party logistics services. |
11.17% Second Lien Term Loan due 03/31/2029 (LIBOR + 7.500%) | $ | 1,669,355 | | | 04/06/21 | | 1,638,774 | | | 1,640,941 | |
Limited Liability Company Unit (B) | 56 uts. | | 04/06/21 | | 55,645 | | | 125,649 | |
| | | | | 1,694,419 | | | 1,766,590 | |
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 | | | 239,996 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
See Notes to Consolidated Financial Statements 1
Consolidated Schedule of Investments (Continued) Barings Participation Investors
September 30, 2022
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | |
Corporate Restricted Securities - 108.36%: (A) | Principal Amount, Shares, Units or Ownership Percentage | | Acquisition Date | | Cost | | Fair Value |
| | | | | | | |
Amtech Software | | | | | | | |
A provider of enterprise resource planning software and technology solutions for packaging manufacturers. |
8.06% First Lien Term Loan due 11/02/2027 (LIBOR + 5.500%) (G) | $ | 995,909 | | | 11/02/21 | | $ | 542,655 | | | $ | 545,677 | |
| | | | | | | |
ASC Communications, LLC (Becker's Healthcare) | | | | | | | |
An operator of trade shows and controlled circulation publications targeting the healthcare market. |
8.05% Term Loan due 07/15/2027 (LIBOR + 5.000%) | $ | 476,524 | | | 07/15/22 | | 446,516 | | | 446,188 | |
Limited Liability Company Unit (B) (F) | 535 uts. | | 07/15/22 | | 11,221 | | | 11,220 | |
| | | | | 457,737 | | | 457,408 | |
ASC Holdings, Inc. | | | | | | | |
A manufacturer of capital equipment used by corrugated box manufacturers. |
13.00% (1% PIK) Senior Subordinated Note due 12/31/2024 | $ | 867,446 | | | 11/19/15 | | 867,411 | | | 769,424 | |
Limited Liability Company Unit (B) | 111,100 uts. | | 11/18/15 | | 111,100 | | | 9,999 | |
| | | | | 978,511 | | | 779,423 | |
ASPEQ Holdings | | | | | | | |
A manufacturer of highly-engineered electric heating parts and equipment for a range of industrial, commercial, transportation and marine applications. |
8.37% Term Loan due 10/31/2025 (LIBOR + 5.250%) | $ | 1,121,968 | | | 11/08/19 | | 1,113,262 | | | 1,121,376 | |
| | | | | | | |
Audio Precision | | | | | | | |
A provider of high-end audio test and measurement sensing instrumentation software and accessories. |
9.67% Term Loan due 10/31/2024 (LIBOR + 6.000%) | $ | 1,732,500 | | | 10/30/18 | | 1,720,471 | | | 1,713,892 | |
| | | | | | | |
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 | | | 272,728 | |
| | | | | 209,600 | | | 482,118 | |
BBB Industries LLC - DBA (GC EOS Buyer Inc.) | | | | | | | |
A supplier of remanufactured and new parts to the North American automotive aftermarket. |
12.16% Second Lien Term Loan due 07/25/2030 (LIBOR + 9.000%) | $ | 454,545 | | | 07/25/22 | | 436,769 | | | 436,364 | |
Limited Liability Company Unit (B) | 45 uts. | | 07/25/22 | | 45,000 | | | 40,500 | |
| | | | | 481,769 | | | 476,864 | |
Best Lawyers (Azalea Investment Holdings, LLC) | | | | | | |
A global digital media company that provides ranking and marketing services to the legal community. |
8.92% First Lien Term Loan due 11/19/2027 (LIBOR + 5.250%) (G) | $ | 1,383,113 | | | 11/30/21 | | 1,027,590 | | | 1,029,252 | |
12.00% HoldCo PIK Note due 05/19/2028 | $ | 310,249 | | | 11/30/21 | | 305,203 | | | 305,767 | |
Limited Liability Company Unit (B) | 44,231 uts. | | 11/30/21 | | 44,231 | | | 32,952 | |
| | | | | 1,377,024 | | | 1,367,971 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
See Notes to Consolidated Financial Statements 2
Consolidated Schedule of Investments (Continued) Barings Participation Investors
September 30, 2022
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | |
Corporate Restricted Securities - 108.36%: (A) | 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 | | | $ | 99,319 | |
Warrant, exercisable until 2022, to purchase common stock at $.01 per share (B) | 20,216 shs. | | 10/12/12 | | 20,216 | | | 39,118 | |
| | | | | 71,280 | | | 138,437 | |
Bridger Aerospace | | | | | | | |
A provider of comprehensive solutions to combat wildfires in the United States including fire suppression, air attack and unmanned aircraft systems. |
Series C Convertible Preferred Equity (7.0% PIK) | 183 shs. | | 08/12/22 | | 174,481 | | | 174,481 | |
| | | | | | | |
BrightSign | | | | | | | |
A provider of digital signage hardware and software solutions, serving a variety of end markets, including retail, restaurants, government, sports, and entertainment. |
9.13% Term Loan due 10/14/2027 (LIBOR + 5.500%) (G) | $ | 1,418,174 | | | 10/14/21 | | 1,272,041 | | | 1,274,334 | |
Limited Liability Company Unit (B) (F) | 111,835 uts. | | 10/14/21 | | 111,835 | | | 125,815 | |
| | | | | 1,383,876 | | | 1,400,149 | |
Brown Machine LLC | | | | | | | |
A designer and manufacturer of thermoforming equipment used in the production of plastic packaging containers within the food and beverage industry. |
8.92% Term Loan due 10/04/2024 (LIBOR + 5.250%) | $ | 808,993 | | | 10/03/18 | | 805,122 | | | 808,993 | |
| | | | | | | |
Cadence, Inc. | | | | | | | |
A full-service contract manufacturer (“CMO”) and supplier of advanced products, technologies, and services to medical device, life science, and industrial companies. |
8.12% First Lien Term Loan due 04/30/2025 (LIBOR + 5.000%) | $ | 872,613 | | | 05/14/18 | | 866,015 | | | 828,110 | |
| | | | | | | |
Cadent, LLC | | | | | | | |
A provider of advertising solutions driven by data and technology. |
10.17% Term Loan due 09/07/2023 (LIBOR + 6.500%) | $ | 869,533 | | | 09/04/18 | | 865,865 | | | 843,447 | |
8.98% Term Loan due 09/11/2023 (LIBOR + 6.500%) | $ | 380,467 | | | 07/13/22 | | 369,834 | | | 369,053 | |
| | | | | 1,235,699 | | | 1,212,500 | |
CAi Software | | | | | | | |
A vendor of mission-critical, production-oriented software to niche manufacturing and distribution sectors. |
9.92% Term Loan due 12/10/2028 (LIBOR + 6.250%) (G) | $ | 2,488,679 | | | 12/13/21 | | 2,208,849 | | | 2,203,159 | |
| | | | | | | |
Cash Flow Management | | | | | | | |
A software provider that integrates core banking systems with branch technology and creates modern retail banking experiences for financial institutions. |
8.92% Term Loan due 12/27/2027 (LIBOR + 5.250%) (G) | $ | 980,124 | | | 12/28/21 | | 888,374 | | | 890,832 | |
Limited Liability Company Unit (B) (F) | 24,016 uts. | | | | 25,331 | | | 26,778 | |
| | | | | 913,705 | | | 917,610 | |
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| | | | | | | |
See Notes to Consolidated Financial Statements 3
Consolidated Schedule of Investments (Continued) Barings Participation Investors
September 30, 2022
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | |
Corporate Restricted Securities - 108.36%: (A) | Principal Amount, Shares, Units or Ownership Percentage | | Acquisition Date | | Cost | | Fair Value |
| | | | | | | |
Cleaver-Brooks, Inc. | | | | | | | |
A manufacturer of full suite boiler room solutions. |
8.77% Term Loan due 07/14/2028 (LIBOR + 5.750%) (G) | $ | 631,423 | | | 07/18/22 | | $ | 563,870 | | | $ | 563,437 | |
11.00% HoldCo PIK Note due 07/14/2029 | 121,186 uts. | | 07/18/22 | | 118,596 | | | 118,459 | |
| | | | | 682,466 | | | 681,896 | |
CloudWave | | | | | | | |
A provider of managed cloud hosting and IT services for hospitals. |
8.52% Term Loan due 01/04/2027 (LIBOR + 6.000%) | $ | 1,648,488 | | | 01/29/21 | | 1,621,843 | | | 1,600,682 | |
Limited Liability Company Unit (B) (F) | 55,645 uts. | | 01/29/21 | | 55,645 | | | 35,056 | |
| | | | | 1,677,488 | | | 1,635,738 | |
Cogency Global | | | | | | | |
A provider of statutory representation and compliance services for corporate and professional services clients. |
7.79% Term Loan due 12/28/2027 (LIBOR + 4.500%) (G) | $ | 970,225 | | | 02/14/22 | | 870,242 | | | 872,229 | |
Preferred Stock (B) | 28 shs. | | 02/14/22 | | 27,551 | | | 47,761 | |
| | | | | 897,793 | | | 919,990 | |
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. |
8.75% Term Loan due 04/17/2027 (SOFR + 7.750%, 10.00% Cash) | $ | 2,043,105 | | | * | | 2,002,554 | | | 1,998,494 | |
Limited Liability Company Unit Class B (B) | 6,629 uts. | | 04/23/20 | | — | | | 39,904 | |
* 04/23/20, 10/30/20 and 11/18/20. | | | | | 2,002,554 | | | 2,038,398 | |
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Compass Precision | | | | | | | |
A manufacturer of custom metal precision components. | | | | | | | |
11.00% (1.00% PIK) Senior Subordinated Note due 10/16/2025 | $ | 1,299,542 | | | 04/15/22 | | 1,277,013 | | | 1,277,426 | |
Limited Liability Company Unit (B) (F) | 158,995 uts. | | 10/14/21 | | 431,250 | | | 445,982 | |
| | | | | 1,708,263 | | | 1,723,408 | |
Comply365 | | | | | | | |
A provider of proprietary enterprise SaaS and mobile solutions for content management and document distribution in highly regulated industries, including Aviation and Rail. |
8.41% Term Loan due 04/19/2028 (SOFR + 5.650%) (G) | $ | 708,805 | | | 04/15/22 | | 642,947 | | | 644,046 | |
| | | | | | | |
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. |
6.83% Term Loan due 01/31/2025 (LIBOR + 5.000%) | $ | 582,607 | | | 01/30/20 | | 577,167 | | | 559,303 | |
Limited Liability Company Unit (B) (F) | 1,237 shs. | | * | | 49,559 | | | 22,346 | |
* 01/30/20 and 03/05/21 | | | | | 626,726 | | | 581,649 | |
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CTS Engines | | | | | | | |
A provider of maintenance, repair and overhaul services within the aerospace & defense market. |
8.92% Term Loan due 12/22/2026 (LIBOR + 5.250%) | $ | 1,381,200 | | | 12/22/20 | | 1,361,737 | | | 1,267,251 | |
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See Notes to Consolidated Financial Statements 4
Consolidated Schedule of Investments (Continued) Barings Participation Investors
September 30, 2022
(Unaudited)
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Corporate Restricted Securities - 108.36%: (A) | Principal Amount, Shares, Units or Ownership Percentage | | Acquisition Date | | Cost | | Fair Value |
| | | | | | | |
Decks Direct | | | | | | | |
An eCommerce direct-to-consumer seller of specialty residential decking products in the United States. |
9.12% Term Loan due 12/28/2026 (LIBOR + 6.000%) (G) | $ | 1,583,864 | | | 12/29/21 | | $ | 1,180,613 | | | $ | 1,183,801 | |
Limited Liability Company Unit (B) | 2,209 uts. | | 12/29/21 | | 94,091 | | | 88,707 | |
| | | | | 1,274,704 | | | 1,272,508 | |
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 | | 1,358,636 | | | 1,318,306 | |
Limited Liability Company Unit (B) (F) | 368,799 uts. | | * | | 368,928 | | | 92,200 | |
* 10/07/16, 07/25/18, 03/13/19 and 06/17/19. | | | | | 1,727,564 | | | 1,410,506 | |
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DistroKid (IVP XII DKCo-Invest,LP) | | | | | | | |
A subscription-based music distribution platform that allows artists to easily distribute, promote, and monetize their music across digital service providers, such as Spotify and Apple Music. |
8.63% Term Loan due 09/30/2027 (LIBOR + 5.750%) | $ | 1,635,080 | | | 10/01/21 | | 1,607,828 | | | 1,613,248 | |
Limited Liability Company Unit (B) (F) | 73,333 uts. | | 10/01/21 | | 73,404 | | | 68,933 | |
| | | | | 1,681,232 | | | 1,682,181 | |
Dwyer Instruments, Inc. | | | | | | | |
A designer and manufacturer of precision measurement and control products for use with solids, liquids and gases. |
7.78% Term Loan due 07/01/2027 (LIBOR + 5.500%) (G) | $ | 1,722,829 | | | 07/20/21 | | 1,547,314 | | | 1,542,617 | |
| | | | | | | |
Echo Logistics | | | | | | | |
A provider of tech-enabled freight brokerage across various modes including Truckload, Less-than-Truckload, Parcel, and Intermodal, as well as managed (contracted) transportation services. |
9.81% Second Lien Term Loan due 11/05/2029 (LIBOR + 7.000%) | $ | 1,679,204 | | | 11/22/21 | | 1,652,984 | | | 1,610,356 | |
Limited Liability Company Unit (B) | 46 uts. | | 11/22/21 | | 45,796 | | | 65,559 | |
| | | | | 1,698,780 | | | 1,675,915 | |
EFI Productivity Software | | | | | | | |
A provider of ERP software solutions purpose-built for the print and packaging industry. |
9.42% Term Loan due 12/30/2027 (LIBOR + 5.750%) (G) | $ | 993,048 | | | 12/30/21 | | 902,668 | | | 905,140 | |
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Electric Power Systems International, Inc. | | | | | | | |
A provider of electrical testing services for apparatus equipment and protection & controls infrastructure. |
9.42% Term Loan due 04/19/2028 (LIBOR + 5.750%) (G) | $ | 1,241,419 | | | 04/19/21 | | 1,171,612 | | | 1,178,443 | |
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Elite Sportswear Holding, LLC | | | | | | | |
A designer and manufacturer of gymnastics, competitive cheerleading and swimwear apparel in the U.S. and internationally. |
Limited Liability Company Unit (B) (F) | 1,218,266 uts. | | 10/14/16 | | 159,722 | | | — | |
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| | | | | | | |
| | | | | | | |
See Notes to Consolidated Financial Statements 5
Consolidated Schedule of Investments (Continued) Barings Participation Investors
September 30, 2022
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | |
Corporate Restricted Securities - 108.36%: (A) | 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. |
9.52% Term Loan due 09/14/2027 (LIBOR + 6.250%) | $ | 700,362 | | | 09/14/21 | | $ | 688,750 | | | $ | 691,232 | |
| | | | | | | |
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% (0.50% PIK) Senior Subordinated Note due 12/31/2023 | $ | 1,362,586 | | | 06/30/17 | | 1,356,922 | | | 1,362,586 | |
Limited Liability Company Unit (B) (F) | 397,695 uts. | | 06/30/17 | | 397,695 | | | 918,675 | |
| | | | | 1,754,617 | | | 2,281,261 | |
ENTACT Environmental Services, Inc. | | | | | | | |
A provider of environmental remediation and geotechnical services for blue-chip companies with regulatory-driven liability enforcement needs. |
9.42% Term Loan due 12/15/2025 (LIBOR + 6.750%) | $ | 993,493 | | | 02/09/21 | | 986,920 | | | 972,629 | |
| | | | | | | |
eShipping | | | | | | | |
An asset-life third party logistics Company that serves a broad variety of end markets and offers service across all major transportation modes. |
8.12% Term Loan due 11/05/2027 (LIBOR + 5.000%) (G) | $ | 1,617,864 | | | 11/05/21 | | 1,126,408 | | | 1,150,656 | |
| | | | | | | |
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 | | | 225,217 | |
* 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 | | | 696,212 | |
| | | | | | | |
Five Star Holding, LLC | | | | | | | |
A fully integrated platform of specialty packaging brands that manufactures flexible packaging solutions. |
10.38% Second Lien Term Loan due 04/27/2030 (SOFR + 7.350%) | $ | 476,190 | | | 05/04/22 | | 467,154 | | | 462,857 | |
Limited Liability Company Unit Common (B) (F) | 34 uts. | | 10/14/21 | | 33,631 | | | 33,630 | |
| | | | | 500,785 | | | 496,487 | |
Follett School Solutions | | | | | | | |
A provider of software for K-12 school libraries. |
8.87% First Lien Term Loan due 07/09/2028 (LIBOR + 5.750%) | $ | 1,697,051 | | | 08/31/21 | | 1,668,366 | | | 1,675,366 | |
LP Units (B) (F) | 881 uts. | | 08/30/21 | | 8,805 | | | 9,844 | |
LP Interest (B) (F) | 200 shs. | | 08/30/21 | | 2,003 | | | 2,239 | |
| | | | | 1,679,174 | | | 1,687,449 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
See Notes to Consolidated Financial Statements 6
Consolidated Schedule of Investments (Continued) Barings Participation Investors
September 30, 2022
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | |
Corporate Restricted Securities - 108.36%: (A) | 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. |
8.87% Term Loan due 05/24/2027 (LIBOR + 5.750%) (G) | $ | 1,603,711 | | | 05/21/21 | | $ | 1,030,448 | | | $ | 1,061,441 | |
Limited Liability Company Unit (B) (F) | 108 shs. | | 05/21/21 | | 107,813 | | | 121,673 | |
| | | | | 1,138,261 | | | 1,183,114 | |
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 | | | 108,821 | |
Limited Liability Company Unit Common (B) | 767 uts. | | 10/05/12 | | 767 | | | — | |
| | | | | 76,687 | | | 108,821 | |
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. |
Preferred Stock (B) | 650 shs. | | 03/29/19 | | 649,606 | | | 838,583 | |
Common Stock (B) | 1,181 shs. | | 03/27/13 | | 118,110 | | | 18,077 | |
| | | | | 767,716 | | | 856,660 | |
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 4/27/2027 (LIBOR + 6.000%) | $ | 2,372,138 | | | * | | 2,362,485 | | | 2,346,045 | |
8.31% Term Loan due 04/27/2027 (LIBOR + 5.500%) | $ | 83,468 | | | 04/27/21 | | 82,197 | | | 82,866 | |
Preferred Stock (B) (F) | 3,737 shs. | | 04/27/21 | | 103,147 | | | 124,262 | |
* 12/19/17 and 04/16/19. | | | | | 2,547,829 | | | 2,553,173 | |
| | | | | | | |
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 | | | 155,028 | |
Limited Liability Company Unit Common Class A (B) | 3,594 uts. | | 12/19/14 | | — | | | — | |
*12/19/14 and 04/29/16. | | | | | 371,644 | | | 155,028 | |
| | | | | | | |
Heartland Veterinary Partners | | | | | | | |
A veterinary support organization that provides a comprehensive set of general veterinary services as well as ancillary services such as boarding and grooming. |
11.00% Opco PIK Note due 11/09/2028 (G) | $ | 1,877,531 | | | 11/17/21 | | 1,794,077 | | | 1,798,197 | |
| | | | | | | |
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 | | | 369,469 | |
| | | | | | | |
Home Care Assistance, LLC | | | | | | | |
A provider of private pay non-medical home care assistance services. |
8.12% Term Loan due 03/30/2027 (LIBOR + 5.000%) | $ | 846,592 | | | 03/26/21 | | 833,910 | | | 832,137 | |
| | | | | | | |
| | | | | | | |
See Notes to Consolidated Financial Statements 7
Consolidated Schedule of Investments (Continued) Barings Participation Investors
September 30, 2022
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | |
Corporate Restricted Securities - 108.36%: (A) | Principal Amount, Shares, Units or Ownership Percentage | | Acquisition Date | | Cost | | Fair Value |
| | | | | | | |
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 | | — | | | — | |
| | | | | — | | | — | |
HTI Technology & Industries Inc. | | | | | | | |
A designer and manufacturer of powered motion solutions to industrial customers. |
11.66% Term Loan due 07/07/2025 (SOFR + 8.750%) (G) | $ | 750,000 | | | 07/27/22 | | 568,986 | | | 568,295 | |
| | | | | | | |
Illumifin | | | | | | | |
A leading provider of third-party administrator (“TPA”) services and software for life and annuity insurance providers. |
8.82% Term Loan due 02/04/2028 (LIBOR + 6.000%) | $ | 386,366 | | | 04/05/22 | | 379,287 | | | 379,890 | |
| | | | | | | |
IM Analytics Holdings, LLC | | | | | | | |
A provider of test and measurement equipment used for vibration, noise, and shock testing. |
8.67% Term Loan due 11/22/2023 (LIBOR + 7.000%) | $ | 439,854 | | | 11/21/19 | | 438,589 | | | 383,993 | |
Warrant, exercisable until 2026, to purchase common stock at $.01 per share (B) | 8,885 shs. | | 11/25/19 | | — | | | — | |
| | | | | 438,589 | | | 383,993 | |
Industrial Service Solutions | | | | | | | |
A provider of maintenance, repair and overhaul services for process equipment within the industrial, energy and power end-markets. |
9.20% Term Loan due 01/31/2026 (LIBOR + 5.500%) | $ | 1,049,395 | | | 02/05/20 | | 1,036,368 | | | 1,024,209 | |
| | | | | | | |
JF Petroleum Group | | | | | | | |
A provider of repair, maintenance, instalation and projection management servicese to the US fueling infrastructure industry. |
9.12% Term Loan due 04/20/2026 (LIBOR + 6.000%) | $ | 678,004 | | | 05/04/21 | | 663,400 | | | 633,934 | |
| | | | | | | |
Jones Fish | | | | | | | |
A provider of lake management services, fish stocking and pond aeration sales and services. |
9.28% First Lien Term Loan due 12/20/2027 (LIBOR + 5.750%) (G) | $ | 1,261,603 | | | 02/28/22 | | 1,074,372 | | | 1,076,721 | |
Common Stock (B) (F) | 384 shs. | | 02/28/22 | | 38,397 | | | 38,397 | |
| | | | | 1,112,769 | | | 1,115,118 | |
Kano Laboratories LLC | | | | | | | |
A producer of industrial strength penetrating oils and lubricants. |
7.01% Term Loan due 09/30/2026 (LIBOR + 5.000%) (G) | $ | 1,238,669 | | | 11/18/20 | | 826,634 | | | 826,144 | |
7.01% Term Loan due 10/31/2027 (LIBOR + 5.000%) (G) | $ | 445,016 | | | 11/08/21 | | 262,985 | | | 264,306 | |
Limited Liability Company Unit Class (B) | 20 uts. | | 11/19/20 | | 19,757 | | | 18,653 | |
| | | | | 1,109,376 | | | 1,109,103 | |
| | | | | | | |
See Notes to Consolidated Financial Statements 8
Consolidated Schedule of Investments (Continued) Barings Participation Investors
September 30, 2022
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | |
Corporate Restricted Securities - 108.36%: (A) | Principal Amount, Shares, Units or Ownership Percentage | | Acquisition Date | | Cost | | Fair Value |
| | | | | | | |
Kings III | | | | | | | |
A provider of emergency phones and monitoring services. |
8.90% First Lien Term Loan due 07/07/2028 (SOFR + 6.000%) (G) | $ | 500,000 | | | 08/31/22 | | $ | 371,857 | | | $ | 371,712 | |
| | | | | | | |
LeadsOnline | | | | | | | |
A nationwide provider of data, technology and intelligence tools used by law enforcement agencies, investigators, and businesses. |
8.67% Term Loan due 12/23/2027 (LIBOR + 5.000%) (G) | $ | 1,713,774 | | | 02/07/22 | | 1,462,562 | | | 1,465,742 | |
Limited Liability Company Unit (F) | 4,528 uts. | | 02/07/22 | | 4,528 | | | 4,958 | |
| | | | | 1,467,090 | | | 1,470,700 | |
LYNX Franchising | | | | | | | |
A global franchisor of B2B services including commercial janitorial services, shared office space solutions, and textile and electronics restoration services. |
9.92% Term Loan due 12/18/2026 (LIBOR + 6.250%) | $ | 2,470,601 | | | * | | 2,434,331 | | | 2,434,229 | |
* 12/22/20 and 09/09/21 | | | | | | | |
| | | | | | | |
Magnolia Wash Holdings (Express Wash Acquisition Company, LLC) |
An express car wash consolidator primarily in the Southeastern US. |
9.13% Term Loan due 07/08/2028 (LIBOR + 6.500%) (G) | $ | 600,983 | | | 07/14/22 | | 542,379 | | | 541,945 | |
| | | | | | | |
Manhattan Beachwear Holding Company | | | | | | | |
A designer and distributor of women’s swimwear. |
12.50% Senior Subordinated Note due 12/31/2022 (D) | $ | 419,971 | | | 01/15/10 | | 404,121 | | | — | |
15.00% (2.50% PIK) Senior Subordinated Note due 12/31/2022 (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 | | | — | |
Marshall Excelsior Co. | | | | | | | |
A designer, manufacturer and supplier of mission critical, highly engineered flow control products used in the transportation, storage and consumption of liquified petroleum gas, liquified anhydrous ammonia, refined industrial and cryogenic gasses. |
9.20% Term Loan due 02/18/2028 (SOFR + 5.500%) (G) | $ | 605,124 | | | 02/24/22 | | 575,778 | | | 576,075 | |
| | | | | | | |
Master Cutlery LLC | | | | | | | |
A designer and marketer of a wide assortment of knives and swords. |
13.00% Senior Subordinated Note due 07/20/2022 (D) | $ | 868,102 | | | 04/17/15 | | 867,529 | | | 1,302 | |
Limited Liability Company Unit (B) | 5 uts. | | 04/17/15 | | 678,329 | | | — | |
| | | | | 1,545,858 | | | 1,302 | |
| | | | | | | |
| | | | | | | |
See Notes to Consolidated Financial Statements 9
Consolidated Schedule of Investments (Continued) Barings Participation Investors
September 30, 2022
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | |
Corporate Restricted Securities - 108.36%: (A) | Principal Amount, Shares, Units or Ownership Percentage | | Acquisition Date | | Cost | | Fair Value |
| | | | | | | |
Media Recovery, Inc. | | | | | | | |
A global manufacturer and developer of shock, temperature, vibration, and other condition indicators and monitors for in-transit and storage applications. |
9.30% First Out Term Loan due 11/22/2025 (SOFR + 5.500%) | $ | 484,874 | | | 11/25/19 | | $ | 479,697 | | | $ | 484,874 | |
| | | | | | | |
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 | | | — | |
Common Stock Class B (B) | 259,252 shs. | | * | | 244,163 | | | — | |
Warrant, exercisable until 2030, to purchase common stock at $.01 per share (B) | 351,890 shs. | | 09/22/20 | | — | | | — | |
* 09/30/14 and 02/28/18. | | | | | 713,940 | | | — | |
| | | | | | | |
MeTEOR Education LLC | | | | | | | |
A leading provider of classroom and common area design services, furnishings, equipment and instructional support to K-12 schools. |
12.00% Senior Subordinated Note due 03/20/2024 | $ | 915,819 | | | 03/09/18 | | 913,628 | | | 900,555 | |
12.00% Senior Subordinated Debt due 03/31/2025 | $ | 351,088 | | | 03/31/22 | | 345,245 | | | 345,236 | |
Limited Liability Company Unit (B) (F) | 190 uts. | | 03/09/18 | | 200,718 | | | 521,131 | |
| | | | | 1,459,591 | | | 1,766,922 | |
MNS Engineers, Inc. | | | | | | | |
A consulting firm that provides civil engineering, construction management and land surveying services. |
8.62% Term Loan due 07/30/2027 (LIBOR + 5.500%) | $ | 1,188,000 | | | 08/09/21 | | 1,168,758 | | | 1,168,992 | |
Limited Liability Company Unit (B) | 100,000 uts. | | 08/09/21 | | 100,000 | | | 91,000 | |
| | | | | 1,268,758 | | | 1,259,992 | |
Mobile Pro Systems | | | | | | | |
A manufacturer of creative mobile surveillance systems for real-time monitoring in nearly any environment. |
10.00% Second Lien Term Loan due 06/23/2027 | $ | 588,235 | | | 06/27/22 | | 577,090 | | | 577,484 | |
Common Stock (B) (F) | 4,118 shs. | | 02/28/22 | | 411,765 | | | 411,765 | |
| | | | | 988,855 | | | 989,249 | |
Music Reports, Inc. | | | | | | | |
An administrator of comprehensive offering of rights and royalties solutions for music and cue sheet copyrights to music and entertainment customers. |
8.68% Incremental Term Loan due 08/21/2026 (LIBOR + 6.000%) | $ | 814,353 | | | 11/05/21 | | 801,137 | | | 800,121 | |
8.68% Term Loan due 08/21/2026 (LIBOR + 6.000%) | $ | 548,682 | | | 08/25/20 | | 539,763 | | | 539,093 | |
| | | | | 1,340,900 | | | 1,339,214 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
See Notes to Consolidated Financial Statements 10
Consolidated Schedule of Investments (Continued) Barings Participation Investors
September 30, 2022
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | |
Corporate Restricted Securities - 108.36%: (A) | Principal Amount, Shares, Units or Ownership Percentage | | Acquisition Date | | Cost | | Fair Value |
| | | | | | | |
Narda-MITEQ (JFL-Narda Partners, LLC) |
A manufacturer of radio frequency and microwave components and assemblies. |
8.92% First Lien Term Loan due 11/30/2027 (LIBOR + 5.250%) (G) | $ | 762,047 | | | 12/06/21 | | $ | 553,226 | | | $ | 506,071 | |
8.92% Incremental Term Loan due 12/06/2027 (LIBOR + 5.250%) | $ | 871,553 | | | 12/28/21 | | 858,249 | | | 804,444 | |
Limited Liability Company Unit Class A Preferred (B) | 790 uts. | | 12/06/21 | | 79,043 | | | 63,641 | |
Limited Liability Company Unit Class B Common (B) | 88 uts. | | 12/06/21 | | 8,783 | | | — | |
| | | | | 1,499,301 | | | 1,374,156 | |
National Auto Care | | | | | | | |
A provider of professional finance and insurance products and consulting services to auto, RV, and powersports dealerships. |
8.23% First Lien Term Loan due 09/28/2024 (SOFR + 5.250%) (G) | $ | 994,204 | | | 12/20/21 | | 887,234 | | | 881,252 | |
| | | | | | | |
Navia Benefit Solutions, Inc. | | | | | | | |
A third-party administrator of employee-directed healthcare benefits. |
8.24% Term Loan due 02/01/2026 (LIBOR + 5.250%) (G) | $ | 1,164,657 | | | 02/10/21 | | 1,149,829 | | | 1,155,392 | |
| | | | | | | |
Northstar Recycling | | | | | | | |
A managed service provider for waste and recycling services, primarily targeting food and beverage end markets. |
8.42% Term Loan due 09/30/2027 (LIBOR + 4.750%) | $ | 743,693 | | | 10/01/21 | | 731,297 | | | 730,857 | |
| | | | | | | |
Office Ally (OA TOPCO, LP) | | | | | | | |
A provider of medical claims clearinghouse software to office-based physician providers and healthcare insurance payers. |
9.12% Term Loan due 12/10/2028 (LIBOR + 6.000%) (G) | $ | 978,925 | | | 12/20/21 | | 828,209 | | | 828,960 | |
9.12% Term Loan due 12/20/2028 (LIBOR + 6.000%) | $ | 113,370 | | | 04/29/22 | | 111,242 | | | 111,420 | |
Limited Liability Company Unit (B) | 21,092 uts. | | 12/20/21 | | 21,092 | | | 21,092 | |
| | | | | 960,543 | | | 961,472 | |
Omega Holdings | | | | | | | |
A distributor of aftermarket automotive air conditioning products. |
7.98% Term Loan due 03/31/2029 (SOFR + 5.000%) (G) | $ | 645,704 | | | 03/31/22 | | 530,131 | | | 531,311 | |
| | | | | | | |
Omni Logistics, LLC | | | | | | | |
A specialty freight forwarding business specifically targeting the semiconductor, media, technology and healthcare end markets. |
8.64% Term Loan due 12/30/2026 (SOFR + 5.000%) | $ | 1,728,191 | | | 12/30/20 | | 1,691,489 | | | 1,696,699 | |
| | | | | | | |
Options Technology Ltd | | | | | | | |
A provider of vertically focused financial technology managed services and IT infrastructure products for the financial services industry. |
6.20% Term Loan due 12/18/2025 (LIBOR + 4.750%) | $ | 1,574,903 | | | 12/23/19 | | 1,557,911 | | | 1,553,059 | |
| | | | | | | |
| | | | | | | |
See Notes to Consolidated Financial Statements 11
Consolidated Schedule of Investments (Continued) Barings Participation Investors
September 30, 2022
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | |
Corporate Restricted Securities - 108.36%: (A) | Principal Amount, Shares, Units or Ownership Percentage | | Acquisition Date | | Cost | | Fair Value |
| | | | | | | |
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. |
12.00% (1.00% PIK) Senior Subordinated Note due 12/29/2023 (D) | $ | 1,775,705 | | | 02/17/17 | | $ | 1,775,610 | | | $ | 1,747,294 | |
Common Stock Class A (B) | 380,545 shs. | | * | | 380,545 | | | 215,008 | |
* 01/29/16 and 02/17/17. | | | | | 2,156,155 | | | 1,962,302 | |
| | | | | | | |
PB Holdings LLC | | | | | | | |
A designer, manufacturer and installer of maintenance and repair parts and equipment for industrial customers. |
9.27% Term Loan due 02/28/2024 (LIBOR + 6.000%) | $ | 763,469 | | | 03/06/19 | | 757,290 | | | 698,574 | |
| | | | | | | |
Pearl Holding Group | | | | | | | |
A managing general agent that originates, underwrites, and administers non-standard auto insurance policies for carries in Florida. |
8.78% First Lien Term Loan due 12/16/2026 (LIBOR + 6.000%) | $ | 1,774,267 | | | 12/20/21 | | 1,730,794 | | | 1,721,039 | |
Warrant-Class A, to purchase common stock at $.01 per share (B) | 924 uts. | | 12/22/21 | | — | | | — | |
Warrant-Class B, to purchase common stock at $.01 per share (B) | 312 uts. | | 12/22/21 | | — | | | — | |
Warrant-Class CC, to purchase common stock at $.01 per share (B) | 32 uts. | | 12/22/21 | | — | | | — | |
Warrant-Class D, to purchase common stock at $.01 per share (B) | 82 uts. | | 12/22/21 | | — | | | — | |
| | | | | 1,730,794 | | | 1,721,039 | |
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. |
9.62% Term Loan due 11/17/2024 (LIBOR + 6.500%) | $ | 1,887,855 | | | 11/14/17 | | 1,873,482 | | | 1,850,185 | |
9.62% Term Loan due 08/31/2026 (LIBOR + 6.500%) | $ | 379,889 | | | 09/29/20 | | 371,087 | | | 372,309 | |
| | | | | 2,244,569 | | | 2,222,494 | |
Petroplex Inv Holdings LLC | | | | | | | |
A leading provider of acidizing services to E&P customers in the Permian Basin. |
Limited Liability Company Unit (B) | 0.40% int. | | * | | 156,250 | | | — | |
* 11/29/12 and 12/20/16. | | | | | | | |
| | | | | | | |
Polara (VSC Polara LLC) | | | | | | | |
A manufacturer of pedestrian traffic management and safety systems, including accessible pedestrian signals, “push to walk” buttons, and related “traffic” control units. |
7.30% First Lien Term Loan due 12/03/2027 (LIBOR + 4.850%) (G) | $ | 944,394 | | | 12/03/21 | | 819,844 | | | 819,112 | |
Limited Liability Company Unit (B) (F) | 1,471 uts. | | 12/03/21 | | 147,110 | | | 147,110 | |
| | | | | 966,954 | | | 966,222 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
See Notes to Consolidated Financial Statements 12
Consolidated Schedule of Investments (Continued) Barings Participation Investors
September 30, 2022
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | |
Corporate Restricted Securities - 108.36%: (A) | Principal Amount, Shares, Units or Ownership Percentage | | Acquisition Date | | Cost | | Fair Value |
| | | | | | | |
Polytex Holdings LLC | | | | | | | |
A manufacturer of water based inks and related products serving primarily the wall covering market. |
13.90% (7.90% PIK) Senior Subordinated Note due 12/31/2024 (D) | $ | 1,069,985 | | | 07/31/14 | | $ | 1,064,183 | | | $ | 700,840 | |
Limited Liability Company Unit (B) | 148,096 uts. | | 07/31/14 | | 148,096 | | | — | |
Limited Liability Company Unit Class F (B) | 36,976 uts. | | * | | 24,802 | | | — | |
* 09/28/17 and 02/15/18. | | | | | 1,237,081 | | | 700,840 | |
| | | | | | | |
Portfolio Group | | | | | | | |
A provider of professional finance and insurance products to automobile dealerships, delivering a suite of offerings that supplement earnings derived from vehicle transactions. |
10.21% First Lien Term Loan due 12/02/2025 (LIBOR + 6.000%) (G) | $ | 1,459,678.00 | | | 11/15/21 | | 1,191,710 | | | 1,173,857 | |
| | | | | | | |
PPC Event Services | | | | | | | |
A special event equipment rental business. |
Preferred Stock Series P-1 (B) | 71 shs. | | 07/21/20 | | — | | | 90,551 | |
Common Stock (B) | 170,927 shs. | | 07/21/20 | | — | | | 111,957 | |
Limited Liability Company Unit (B) | 3,450 uts. | | 11/20/14 | | 172,500 | | | 2,260 | |
Limited Liability Company Unit Series A-1 (B) | 339 uts. | | 03/16/16 | | 42,419 | | | 222 | |
| | | | | 214,919 | | | 204,990 | |
ProfitOptics | | | | | | | |
A software development and consulting company that delivers solutions via its proprietary software development platform, Catalyst. |
9.59% Term Loan due 02/15/2028 (LIBOR + 5.750%) (G) | $ | 901,452 | | | 03/15/22 | | 691,524 | | | 686,269 | |
8.00% Subordinated Note due 02/15/2029 | $ | 32,258 | | | 03/15/22 | | 32,258 | | | 31,581 | |
Limited Liability Company Unit (B) | 96,774 uts. | | 03/15/22 | | 64,516 | | | 65,323 | |
| | | | | 788,298 | | | 783,173 | |
Recovery Point Systems, Inc. | | | | | | | |
A provider of IT infrastructure, colocation and cloud based resiliency services. |
9.41% Term Loan due 07/31/2026 (LIBOR + 6.500%) | $ | 1,332,775 | | | 08/12/20 | | 1,315,609 | | | 1,330,109 | |
Limited Liability Company Unit (B) (F) | 21,532 uts. | | 03/05/21 | | 21,532 | | | 14,319 | |
| | | | | 1,337,141 | | | 1,344,428 | |
RedSail Technologies | | | | | | | |
A provider of pharmacy management software solutions for independent pharmacies and long-term care facilities. |
8.39% Term Loan due 10/27/2026 (LIBOR + 4.750%) | $ | 1,618,231 | | | 12/09/20 | | 1,588,210 | | 1,588,968 |
| | | | | | | |
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 (B) | 293,617 uts. | | 11/13/17 | | 184,689 | | | 797,170 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
See Notes to Consolidated Financial Statements 13
Consolidated Schedule of Investments (Continued) Barings Participation Investors
September 30, 2022
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | |
Corporate Restricted Securities - 108.36%: (A) | Principal Amount, Shares, Units or Ownership Percentage | | Acquisition Date | | Cost | | Fair Value |
| | | | | | | |
Renovation Brands (Renovation Parent Holdings, LLC) |
A portfolio of seven proprietary brands that sell various home improvement products primarily through the e-Commerce channel. |
7.46% Term Loan due 08/16/2027 (LIBOR + 5.500%) | $ | 966,019 | | | 11/15/21 | | $ | 945,549 | | | $ | 948,913 | |
Limited Liability Company Unit (B) | 39,474 uts. | | 09/29/17 | | 39,474 | | | 39,474 | |
| | | | | 985,023 | | | 988,387 | |
Resonetics, LLC | | | | | | | |
A provider of laser micro-machining manufacturing services for medical device and diagnostic companies. |
10.16% Second Lien Term Loan due 04/28/2029 (LIBOR + 7.000%) | $ | 1,725,000 | | | 04/28/21 | | 1,696,651 | | | 1,700,562 | |
10.16% Second Lien Term Loan due 04/28/2029 (LIBOR + 7.000%) | $ | 552,000 | | | 11/15/21 | | 542,258 | | | 544,180 | |
| | | | | 2,238,909 | | | 2,244,742 | |
REVSpring, Inc. | | | | | | | |
A provider of accounts receivable management and revenue cycle management services to customers in the healthcare, financial and utility industries. |
10.50% Second Lien Term Loan due 10/11/2026 (LIBOR + 8.250%) | $ | 1,725,000 | | | 10/11/18 | | 1,698,948 | | | 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. |
6.83% Term Loan due 06/22/2024 (LIBOR + 5.000%) (G) | $ | 2,455,258 | | | * | | 2,437,054 | | | 2,317,763 | |
* 07/30/18 and 09/30/20. | | | | | | | |
| | | | | | | |
ROI Solutions | | | | | | | |
Call center outsourcing and end user engagement services provider. |
8.67% Term Loan due 07/31/2024 (LIBOR + 5.000%) | $ | 1,055,088 | | | 07/31/18 | | 1,048,638 | | | 1,055,088 | |
| | | | | | | |
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%) | $ | 2,415,753 | | | * | | 2,379,753 | | | 2,379,617 | |
* 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. |
8.25% Term Loan due 05/29/2024 (LIBOR + 6.000%) | $ | 1,216,573 | | | 01/08/19 | | 1,210,954 | | | 1,216,573 | |
| | | | | | | |
Safety Products Holdings, Inc. | | | | | | | |
A manufacturer of highly engineered safety cutting tools. |
9.12% Term Loan due 12/15/2026 (LIBOR + 6.000%) (H) | $ | 1,670,079 | | | 12/15/20 | | 1,643,724 | | | 1,644,993 | |
Common Stock (B) | 29 shs. | | 12/16/20 | | 29,262 | | | 39,888 | |
| | | | | 1,672,986 | | | 1,684,881 | |
| | | | | | | |
See Notes to Consolidated Financial Statements 14
Consolidated Schedule of Investments (Continued) Barings Participation Investors
September 30, 2022
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | |
Corporate Restricted Securities - 108.36%: (A) | Principal Amount, Shares, Units or Ownership Percentage | | Acquisition Date | | Cost | | Fair Value |
| | | | | | | |
Sandvine Corporation | | | | | | | |
A provider of active network intelligence solutions. |
11.12% Second Lien Term Loan due 11/02/2026 (LIBOR + 8.000%) | $ | 1,725,000 | | | 11/01/18 | | $ | 1,702,965 | | | $ | 1,719,825 | |
| | | | | | | |
Sara Lee Frozen Foods | | | | | | | |
A provider of frozen bakery products, desserts and sweet baked goods. |
7.62% First Lien Term Loan due 07/30/2025 (LIBOR + 4.500%) | $ | 1,475,790 | | | 07/27/18 | | 1,462,375 | | | 1,359,202 | |
| | | | | | | |
Scaled Agile, Inc. | | | | | | | |
A provider of training and certifications for IT professionals focused on software development. |
9.15% Term Loan due 12/15/2027 (LIBOR + 5.500%) (G) | $ | 1,718,969 | | | 12/16/21 | | 1,169,678 | | | 1,200,083 | |
| | | | | | | |
SEKO Worldwide, LLC | | | | | | | |
A third-party logistics provider of ground, ocean, air and home delivery forwarding services. |
8.07% Term Loan due 12/30/2026 (LIBOR + 5.000%) (G) | $ | 1,702,662 | | | 12/30/20 | | 1,511,584 | | | 1,518,978 | |
| | | | | | | |
Smart Bear | | | | | | | |
A provider of web-based tools for software development, testing and monitoring. |
10.57% Second Lien Term Loan due 11/10/2028 (LIBOR + 7.500%) | $ | 1,725,000 | | | 03/02/21 | | 1,686,549 | | | 1,701,681 | |
| | | | | | | |
Smartling, Inc. | | | | | | | |
A provider in SaaS-based translation management systems and related translation services. |
9.39% Term Loan due 10/26/2027 (LIBOR + 5.750%) (G) | $ | 1,714,346.00 | | | 11/03/21 | | 1,380,795 | | | 1,380,790 | |
| | | | | | | |
Specified Air Solutions (dba Madison Indoor 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 | | | 10,103,149 | |
| | | | | | | |
Springbrook Software | | | | | | | |
A provider of vertical-market enterprise resource planning software and payments platforms focused on the local government end-market. |
8.60% Term Loan due 12/20/2026 (LIBOR + 5.750%) | $ | 1,318,605 | | | 12/23/19 | | 1,304,671 | | | 1,300,572 | |
| | | | | | | |
Stackline | | | | | | | |
An e-commerce data company that tracks products sold through online retailers. |
4.38% Term Loan due 07/30/2028 (LIBOR + 7.750%) | $ | 1,835,111 | | | 07/29/21 | | 1,807,087 | | | 1,812,682 | |
Common Stock (B) | 1,340 shs. | | 07/30/21 | | 42,078 | | | 70,390 | |
| | | | | 1,849,165 | | | 1,883,072 | |
| | | | | | | |
| | | | | | | |
See Notes to Consolidated Financial Statements 15
Consolidated Schedule of Investments (Continued) Barings Participation Investors
September 30, 2022
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | |
Corporate Restricted Securities - 108.36%: (A) | Principal Amount, Shares, Units or Ownership Percentage | | Acquisition Date | | Cost | | Fair Value |
| | | | | | | |
Standard Elevator Systems | | | | | | | |
A scaled manufacturer of elevator components combining four elevator companies, Standard Elevator Systems, EMI Porta, Texacone, and ZZIPCO. |
9.49% First Lien Term Loan due 12/02/2027 (LIBOR + 5.750%) (G) | $ | 1,717,047 | | 12/02/21 | | $ | 1,097,447 | | | $ | 1,082,396 | |
| | | | | | | |
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 | | | 236,861 | |
Preferred Stock Series A-2 (B) | 26,543 shs. | | 09/10/15 | | 29,994 | | | 39,549 | |
| | | | | 188,961 | | | 276,410 | |
Stratus Unlimited | | | | | | | |
A nationwide provide of brand implementation services, including exterior and interior signage, refresh and remodel, and facility maintenance and repair. |
8.38% Term Loan due 06/08/2027 (LIBOR + 5.500%) (G) | $ | 942,811 | | | 07/02/21 | | 754,828 | | | 759,046 | |
Limited Liability Company Unit (B) | 75 uts. | | 06/30/21 | | 74,666 | | | 74,655 | |
| | | | | 829,494 | | | 833,701 | |
Sunvair Aerospace Group Inc. | | | | | | | |
An aerospace maintenance, repair, and overhaul provider servicing landing gears on narrow body aircraft. |
12.00% (1.00% PIK) Senior Subordinated Note due 08/01/2024 | $ | 2,023,687 | | | * | | 2,008,329 | | | 2,002,262 | |
Preferred Stock Series A (B) | 28 shs. | | 12/21/20 | | 71,176 | | | 81,472 | |
Common Stock (B) | 68 shs. | | ** | | 104,986 | | | 247,083 | |
* 07/31/15 and 12/21/20. | | | | | 2,184,491 | | | 2,330,817 | |
** 07/31/15 and 11/08/17. | | | | | | | |
| | | | | | | |
Syntax Systems Ltd. | | | | | | | |
A cloud management service provider. |
8.62% Term Loan due 10/14/2028 (LIBOR + 5.500%) (G) | $ | 992,944 | | | 10/28/21 | | 757,366 | | | 738,128 | |
| | | | | | | |
Tank Holding | | | | | | | |
A manufacturer of proprietary rotational molded polyethylene and steel storage tanks and containers. |
8.78% Term Loan due 03/31/2028 (SOFR + 5.750%) (G) | $ | 500,000 | | | 03/31/22 | | 467,876 | | | 468,807 | |
| | | | | | | |
Tencarva Machinery Company | | | | | | | |
A distributor of mission critical, engineered equipment, replacement parts and services in the industrial and municipal end-markets. |
8.92% Term Loan due 12/20/2027 (LIBOR + 5.250%) (G) | $ | 1,966,414 | | | 12/20/21 | | 1,638,944 | | | 1,643,389 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
See Notes to Consolidated Financial Statements 16
Consolidated Schedule of Investments (Continued) Barings Participation Investors
September 30, 2022
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | |
Corporate Restricted Securities - 108.36%: (A) | Principal Amount, Shares, Units or Ownership Percentage | | Acquisition Date | | Cost | | Fair Value |
| | | | | | | |
Terrybear | | | | | | | |
A designer and wholesaler of cremation urns and memorial products for people and pets. |
10.00% (4.00% PIK) Term Loan due 04/27/2028 | $ | 899,814 | | | 04/29/22 | | $ | 883,374 | | | $ | 884,334 | |
Limited Liability Company Unit (B) (F) | 84,038 uts. | | 10/14/21 | | 823,577 | | | 825,678 | |
| | | | | 1,706,951 | | | 1,710,012 | |
The Caprock Group (aka TA/TCG Holdings, LLC) | | | | | | | |
A wealth manager focused on ultra-high-net-worth individuals, who have $25-30 million of investable assets on average. |
9.58% HoldCo PIK Note due 10/21/2028 (LIBOR + 7.750%) | $ | 1,162,538 | | | 10/28/21 | | 1,142,579 | | | 1,146,435 | |
7.90% Term Loan due 12/15/2027 (LIBOR + 4.250%) (G) | $ | 574,457 | | | 12/21/21 | | 98,518 | | | 100,010 | |
| | | | | 1,241,097 | | | 1,246,445 | |
The Hilb Group, LLC | | | | | | | |
An insurance brokerage platform that offers insurance and benefits programs to middle-market companies throughout the Eastern seaboard. |
8.87% Term Loan due 09/30/2026 (LIBOR + 5.750%) | $ | 1,692,575 | | | * | | 1,666,836 | | | 1,661,622 | |
* 12/02/19 and 12/15/20. | | | | | | | |
| | | | | | | |
The Octave Music Group, Inc. (fka TouchTunes) | | | | | | | |
A global provider of digital music and media and introduced the play-for-play digital jukebox in 1998. |
9.58% Second Lien Term Loan due 03/31/2030 (SOFR + 7.500%) | $ | 474,359 | | | 04/01/22 | | 465,466 | | | 466,444 | |
Limited Liability Company Unit (B) | 25,641 uts. | | 04/01/22 | | 25,641 | | | 36,795 | |
| | | | | 491,107 | | | 503,239 | |
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 | | — | | | 12,330 | |
| | | | | | | |
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. |
7.92% Term Loan due 02/10/2025 (LIBOR + 5.000%) | $ | 780,310 | | | 02/13/20 | | 773,849 | | | 749,878 | |
| | | | | | | |
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. |
8.67% Term Loan due 02/19/2026 (LIBOR + 5.000%) | $ | 1,702,674 | | | 02/25/21 | | 1,680,792 | | | 1,677,071 | |
| | | | | | | |
Tristar Global Energy Solutions, Inc. | | | | | | | |
A hydrocarbon and decontamination services provider serving refineries worldwide. |
12.50% (1.50% PIK) Senior Subordinated Note due 06/30/2024 (D) | $ | 1,204,904 | | | 01/23/15 | | 1,162,522 | | | 1,204,904 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
See Notes to Consolidated Financial Statements 17
Consolidated Schedule of Investments (Continued) Barings Participation Investors
September 30, 2022
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | |
Corporate Restricted Securities - 108.36%: (A) | Principal Amount, Shares, Units or Ownership Percentage | | Acquisition Date | | Cost | | Fair Value |
| | | | | | | |
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. |
9.89% Term Loan due 12/02/2026 (LIBOR + 6.250%) | $ | 1,679,221 | | | 12/13/19 | | $ | 1,659,068 | | | $ | 1,648,435 | |
9.89% First Lien Term Loan due 04/28/2029 (LIBOR + 6.250%) | $ | 799,167 | | | 11/15/21 | | 785,789 | | | 784,516 | |
| | | | | 2,444,857 | | | 2,432,951 | |
Trystar, Inc. | | | | | | | |
A niche manufacturer of temporary power distribution products for the power rental, industrial, commercial utility and back-up emergency markets. |
7.81% Term Loan due 10/01/2023 (LIBOR + 5.500%) | $ | 2,258,218 | | | 09/28/18 | | 2,249,281 | | | 2,226,603 | |
8.42% Third Amendment Term Loan due 09/28/2023 (LIBOR + 5.500%) | $ | 213,781 | | | 10/27/21 | | 211,804 | | | 210,788 | |
Limited Liability Company Unit (B) (F) | 56 uts. | | 09/28/18 | | 60,413 | | | 52,098 | |
| | | | | 2,521,498 | | | 2,489,489 | |
Turnberry Solutions, Inc. | | | | | | | |
A provider of technology consulting services. |
9.19% Term Loan due 07/30/2026 (SOFR + 6.000%) | $ | 1,616,763 | | | 07/29/21 | | 1,592,007 | | | 1,590,655 | |
| | | | | | | |
U.S. Legal Support, Inc. | | | | | | | |
A provider of court reporting, record retrieval and other legal supplemental services. |
8.30% Term Loan due 11/12/2024 (SOFR + 5.750%) | $ | 2,073,262 | | | * | | 2,058,274 | | | 2,039,206 | |
* 11/29/18 and 03/25/19. | | | | | | | |
| | | | | | | |
UroGPO, LLC | | | | | | | |
A group purchasing organization that connects pharmaceutical companies with urology practices to facilitate the purchase of pharmaceutical drugs for discounted prices. |
8.76% Term Loan due 12/15/2026 (LIBOR + 5.750%) (B) | $ | 2,283,333 | | | 12/14/20 | | 2,251,318 | | | 2,283,333 | |
| | | | | | | |
VitalSource | | | | | | | |
A provider of digital fulfillment software for the higher education sector. |
8.58% Term Loan due 06/01/2028 (LIBOR + 5.500%) | $ | 1,677,083 | | | 06/01/21 | | 1,649,930 | | | 1,677,083 | |
Limited Liability Company Unit (B) (F) | 1,891 uts. | | 06/01/21 | | 18,909 | | | 37,856 | |
| | | | | 1,668,839 | | | 1,714,939 | |
VP Holding Company | | | | | | | |
A provider of school transportation services for special-needs and homeless children in Massachusetts and Connecticut. |
8.62% Term Loan due 05/22/2024 (LIBOR + 5.500%) | $ | 2,368,931 | | | 05/17/18 | | 2,355,990 | | | 2,321,552 | |
| | | | | | | |
Westminster Acquisition LLC | | | | | | | |
A manufacturer of premium, all-natural oyster cracker products sold under the Westminster and Olde Cape Cod brands. |
Limited Liability Company Unit (B) (F) | 370,241 uts. | | 08/03/15 | | 370,241 | | | 57,387 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
See Notes to Consolidated Financial Statements 18
Consolidated Schedule of Investments (Continued) Barings Participation Investors
September 30, 2022
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | |
Corporate Restricted Securities - 108.36%: (A) | 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 | | | $ | 243,354 | |
| | | | | | | |
Woodland Foods, Inc. | | | | | | | |
A provider of specialty dry ingredients such as herbs & spices, rice & grains, mushrooms & truffles, chilies, and other ingredients to customers within the industrial, foodservice, and retail end-markets. |
8.58% Term Loan due 11/30/2027 (LIBOR + 5.500%) (G) | $ | 1,200,638 | | | 12/01/21 | | 1,110,543 | | | 1,086,799 | |
Limited Liability Company Unit (B) (F) | 146 uts. | | 09/29/17 | | 145,803 | | | 127,035 | |
| | | | | 1,256,346 | | | 1,213,834 | |
World 50, Inc. | | | | | | | |
A provider of exclusive peer-to-peer networks for C-suite executives at leading corporations. |
7.87% Term Loan due 12/31/2025 (LIBOR + 4.750%) | $ | 1,197,149 | | | 01/09/20 | | 1,180,793 | | | 1,182,162 | |
8.37% Term Loan due 01/10/2026 (LIBOR + 5.250%) | $ | 284,577 | | | 09/21/20 | | 279,298 | | | 280,024 | |
| | | | | 1,460,091 | | | 1,462,186 | |
Ziyad | | | | | | | |
An end-to-end importer, brand manager, value-added processor, and distributor of Middle Eastern and Mediterranean foods. |
8.42% First Lien Term Loan due 02/09/2028 (LIBOR + 4.750%) (G) | $ | 1,002,056 | | | 02/09/22 | | 534,337 | | | 536,484 | |
Limited Liability Company Unit (B) (F) | 31 uts. | | 02/09/22 | | 31,256 | | | 36,701 | |
| | | | | 565,593 | | | 573,185 | |
| | | | | | | |
Total Private Placement Investments (E) | | | | | $ | 160,943,317 | | | $ | 166,325,157 | |
See Notes to Consolidated Financial Statements 19
Consolidated Schedule of Investments (Continued) Barings Participation Investors
September 30, 2022
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Corporate Restricted Securities - 108.36%: (A) | Interest Rate | | Maturity Date | | Principal Amount | | Cost | | Market Value |
| | | | | | | | | |
Rule 144A Securities - 4.73%: (H) | | | | | | | | | |
| | | | | | | | | |
Bonds - 4.73% | | | | | | | | | |
American Airlines Inc. | 11.750 | | | 07/15/2025 | | $ | 500,000 | | | $ | 496,925 | | | $ | 522,170 | |
AOC, LLC | 6.625 | | | 10/15/2029 | | 70,000 | | | 61,318 | | | 52,500 | |
Carriage Purchaser Inc. | 7.875 | | | 10/15/2029 | | 500,000 | | | 380,221 | | | 372,410 | |
Cogent Communications | 7.000 | | | 06/15/2027 | | 750,000 | | | 727,655 | | | 705,342 | |
Coronado Finance Pty Ltd. | 10.750 | | | 05/15/2026 | | 247,000 | | | 243,407 | | | 256,878 | |
County of Gallatin MT | 11.500 | | | 09/1/2027 | | 340,000 | | | 340,000 | | | 353,691 | |
CSC Holdings LLC | 5.000 | | | 11/15/2031 | | 625,000 | | | 521,757 | | | 412,838 | |
CVR Energy Inc. | 5.750 | | | 02/15/2028 | | 500,000 | | | 463,849 | | | 427,095 | |
First Quantum Minerals Ltd. | 7.500 | | | 04/1/2025 | | 500,000 | | | 475,096 | | | 481,250 | |
Frontier Communications | 8.750 | | | 05/15/2030 | | 194,000 | | | 194,000 | | | 194,124 | |
Neptune Energy Bondco PLC | 6.630 | | | 05/15/2025 | | 500,000 | | | 495,938 | | | 464,183 | |
New Enterprise Stone & Lime Co Inc. | 9.750 | | | 07/15/2028 | | 505,000 | | | 484,423 | | | 425,975 | |
Prime Security Services, LLC | 6.250 | | | 01/15/2028 | | 885,000 | | | 797,812 | | | 755,234 | |
Scientific Games Holdings LP | 6.630 | | | 03/1/2030 | | 480,000 | | | 480,000 | | | 384,768 | |
Terrier Media Buyer, Inc. | 8.875 | | | 12/15/2027 | | 530,000 | | | 512,530 | | | 404,901 | |
The Manitowoc Company, Inc. | 9.000 | | | 04/1/2026 | | 500,000 | | | 491,447 | | | 454,765 | |
Trident TPI Holdings Inc. | 9.250 | | | 08/1/2024 | | 500,000 | | | 493,280 | | | 458,827 | |
Verscend Holding Corp | 9.750 | | | 08/15/2026 | | 482,000 | | | 502,678 | | | 465,130 | |
Total Bonds | | | | | | | 8,162,336 | | | 7,592,081 | |
| | | | | | | | | |
Common Stock - 0.00% | | | | | | | | | |
TherOX, Inc. (B) | | | | | 2 shs | | — | | | — | |
Touchstone Health Partnership (B) | | | | | 292 shs | | — | | | — | |
Total Common Stock | | | | | | | — | | | — | |
| | | | | | | | | |
Total Rule 144A Securities | | | | | | | $ | 8,162,336 | | | $ | 7,592,081 | |
| | | | | | | | | |
| | | | | | | |
Total Corporate Restricted Securities | | | | | | | $ | 169,105,653 | | | $ | 173,917,238 | |
See Notes to Consolidated Financial Statements 20
Consolidated Schedule of Investments (Continued) Barings Participation Investors
September 30, 2022
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Corporate Public Securities - 2.59%: (A) | LIBOR Spread | | Interest Rate | | Maturity Date | | Principal Amount | | Cost | | Market Value |
| | | | | | | | | | | |
Bank Loans - 1.85% | | | | | | | | | | | |
Almonde, Inc. | 7.250 | | | 8.489 | | | 06/13/2025 | | $ | 500,000 | | | $ | 505,000 | | | $ | 403,440 | |
Alpine US Bidco LLC | 9.000 | | | 11.685 | | | 04/28/2029 | | 628,215 | | | 612,623 | | | 577,957 | |
Edelman Financial Services | 6.750 | | | 9.865 | | | 06/8/2026 | | 128,178 | | | 127,872 | | | 112,797 | |
Front Line Power Construction LLC | 12.500 | | | 15.450 | | | 11/1/2028 | | 249,375 | | | 235,701 | | | 238,403 | |
Kenan Advantage Group Inc. | 7.250 | | | 10.365 | | | 08/17/2027 | | 564,317 | | | 550,935 | | | 519,172 | |
Magenta Buyer LLC | 8.250 | | | 11.370 | | | 05/3/2029 | | 503,333 | | | 498,688 | | | 460,968 | |
STS Operating, Inc. | 8.000 | | | 11.115 | | | 04/25/2026 | | 500,000 | | | 505,000 | | | 481,250 | |
Syncsort Incorporated | 7.250 | | | 10.033 | | | 04/23/2029 | | 222,222 | | | 220,806 | | | 184,029 | |
Total Bank Loans | | | | | | | | | 3,256,625 | | | 2,978,016 | |
| | | | | | | | | | | |
Bonds - 0.72% | | | | | | | | | | | |
Genesis Energy LP | | | 6.500 | | | 10/01/25 | | 337,000 | | | 326,115 | | | 304,681 | |
Hecla Mining Company | | | 7.250 | | | 02/15/28 | | 500,000 | | | 477,669 | | | 463,850 | |
Triumph Group, Inc. | | | 7.750 | | | 08/15/25 | | 500,000 | | | 501,995 | | | 382,104 | |
Total Bonds | | | | | | | | | 1,305,779 | | | 1,150,635 | |
| | | | | | | | | | | |
Common Stock - 0.02% | | | | | | | | | | | |
Front Line Power Construction LLC | | | | | | | 12,001 shs | | 13,694 | | | 5,700 | |
Tourmaline Oil Corp | | | | | | | 42,397 shs | | — | | | 30,856 | |
Total Common Stock | | | | | | | | | 13,694 | | | 36,556 | |
| | | | | | | | | | | |
Total Corporate Public Securities | | | | | | | | | $ | 4,576,098 | | | $ | 4,165,207 | |
| | | | | | | | | | | |
| | | | | | | | | |
Total Investments | | | 110.95 | % | | | | | | $ | 173,681,751 | | | $ | 178,082,445 | |
Other Assets | | | 3.89 | | | | | | | | | 6,238,479 | |
Liabilities | | | (14.84) | | | | | | | | | (23,820,383) | |
Total Net Assets | | | 100.00 | % | | | | | | | | $ | 160,500,541 | |
(A) In each of the convertible note, warrant, convertible preferred 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 securities. As of September 30, 2022, the value of these securities amounted to $166,325,157 or 103.63% of net assets.
(F) Held in PI Subsidiary Trust.
(G) A portion of these securities contain unfunded commitments. As of September 30, 2022, total unfunded commitments amounted to $8,854,947 and had unrealized appreciation of $2,494 or 0.00% of net assets. See Note 7.
(H) Security exempt from registration under Rule 144a of the Securities Act of 1933. These securities may only be resold in transactions exempt from registration, normally to qualified institutional buyers.
PIK - Payment-in-kind
See Notes to Consolidated Financial Statements 21
Consolidated Schedule of Investments (Continued) Barings Participation Investors
September 30, 2022
(Unaudited)
| | | | | |
Industry Classification: | Fair Value/ Market Value |
| |
AEROSPACE & DEFENSE - 6.34% | |
Accurus Aerospace | $ | 434,049 | |
Bridger Aerospace | 528,172 | |
Compass Precision | 1,723,408 | |
CTS Engines | 1,267,251 | |
Narda-MITEQ (JFL-Narda Partners, LLC) | 1,374,156 | |
Sunvair Aerospace Group Inc. | 2,330,817 | |
Trident Maritime Systems | 1,677,071 | |
Trident TPI Holdings Inc. | 458,827 | |
Triumph Group, Inc. | 382,104 | |
| 10,175,855 | |
AIRLINES - 1.37% | |
American Airlines Inc. | 522,170 | |
Echo Logistics | 1,675,915 | |
| 2,198,085 | |
AUTOMOTIVE - 4.26% | |
Aurora Parts & Accessories LLC | 482,118 | |
BBB Industries LLC - DBA (GC EOS Buyer Inc.) | 476,864 | |
English Color & Supply LLC | 2,281,261 | |
JF Petroleum Group | 633,934 | |
Omega Holdings | 531,311 | |
Truck-Lite | 2,432,951 | |
| 6,838,439 | |
BROKERAGE, ASSET MANAGERS & EXCHANGES - 1.81% |
The Caprock Group (aka TA/TCG Holdings, LLC) | 1,246,445 | |
The Hilb Group, LLC | 1,661,622 | |
| 2,908,067 | |
BUILDING MATERIALS - 1.21% | |
Decks Direct | 1,272,508 | |
New Enterprise Stone & Lime Co Inc. | 425,975 | |
Wolf-Gordon, Inc. | 243,354 | |
| 1,941,837 | |
CABLE & SATELLITE - 0.26% | |
CSC Holdings LLC | 412,838 | |
| |
CHEMICALS - 1.13% | |
Kano Laboratories LLC | 1,109,103 | |
Polytex Holdings LLC | 700,840 | |
| 1,809,943 | |
CONSUMER CYCLICAL SERVICES - 6.54% |
Accelerate Learning | 1,696,417 | |
LYNX Franchising | 2,434,229 | |
| | | | | |
Industry Classification: | Fair Value/ Market Value |
| |
MeTEOR Education LLC | $ | 1,766,922 | |
Mobile Pro Systems | 989,249 | |
PPC Event Services | 204,990 | |
Prime Security Services, LLC | 755,233 | |
ROI Solutions | 1,055,088 | |
Turnberry Solutions, Inc. | 1,590,655 | |
| 10,492,783 | |
CONSUMER PRODUCTS - 3.81% |
AMS Holding LLC | 239,996 | |
Blue Wave Products, Inc. | 138,437 | |
gloProfessional Holdings, Inc. | 856,660 | |
Handi Quilter Holding Company | 155,028 | |
HHI Group, LLC | 369,469 | |
Jones Fish | 1,115,118 | |
Magnolia Wash Holdings (Express Wash Acquisition Company, LLC) | 541,945 | |
Master Cutlery LLC | 1,302 | |
Renovation Brands (Renovation Parent Holdings, LLC) | 988,387 | |
Terrybear | 1,710,012 | |
| 6,116,354 | |
DIVERSIFIED MANUFACTURING - 7.53% |
AOC, LLC | 52,500 | |
F G I Equity LLC | 696,212 | |
HTI Technology & Industries Inc (Trident Motion Technologies) | 568,295 | |
MNS Engineers, Inc. | 1,259,992 | |
Reelcraft Industries, Inc. | 797,170 | |
Resonetics, LLC | 2,244,742 | |
Safety Products Holdings, Inc. | 1,684,881 | |
Standard Elevator Systems | 1,082,396 | |
Strahman Holdings Inc. | 276,410 | |
Tank Holding | 468,807 | |
The Manitowoc Company, Inc. | 454,765 | |
Therma-Stor Holdings LLC | 12,330 | |
Trystar, Inc. | 2,489,489 | |
| 12,087,989 | |
ELECTRIC - 1.69% | |
Dwyer Instruments, Inc. | 1,542,617 | |
Electric Power Systems International, Inc. | 1,178,443 | |
| 2,721,060 | |
| |
| |
| |
| |
See Notes to Consolidated Financial Statements 22
Consolidated Schedule of Investments (Continued) Barings Participation Investors
September 30, 2022
(Unaudited)
| | | | | |
Industry Classification: | Fair Value/ Market Value |
| |
ENVIRONMENTAL - 1.42% | |
ENTACT Environmental Services, Inc. | $ | 972,629 | |
Marshall Excelsior Co. | 576,075 | |
Northstar Recycling | 730,857 | |
| 2,279,561 | |
FINANCE COMPANIES - 0.73% | |
Portfolio Group | 1,173,857 | |
| |
FINANCIAL OTHER - 1.19% | |
Cogency Global | 919,990 | |
Edelman Financial Services | 112,797 | |
National Auto Care | 881,252 | |
| 1,914,039 | |
FOOD & BEVERAGE - 4.46% | |
Alpine US Bidco LLC | 577,957 | |
Del Real LLC | 1,410,506 | |
PANOS Brands LLC | 1,962,302 | |
Sara Lee Frozen Foods | 1,359,202 | |
Westminster Acquisition LLC | 57,387 | |
Woodland Foods, Inc. | 1,213,834 | |
Ziyad | 573,185 | |
| 7,154,373 | |
GAMING - 0.24% | |
Scientific Games Holdings LP | 384,768 | |
| |
HEALTHCARE - 6.91% | |
Cadence, Inc. | 828,110 | |
Ellkay | 691,232 | |
GD Dental Services LLC | 108,821 | |
Heartland Veterinary Partners | 1,798,197 | |
Home Care Assistance, LLC | 832,137 | |
Illumifin | 379,890 | |
Navia Benefit Solutions, Inc. | 1,155,392 | |
Office Ally (OA TOPCO, LP) | 961,472 | |
RedSail Technologies | 1,588,968 | |
TherOX, Inc. | — | |
UroGPO, LLC | 2,283,333 | |
Verscend Holding Corp | 465,130 | |
| 11,092,682 | |
INDUSTRIAL OTHER - 13.27% | |
ASPEQ Holdings | 1,121,376 | |
Cleaver-Brooks, Inc. | 681,896 | |
Concept Machine Tool Sales, LLC | 581,649 | |
E.S.P. Associates, P.A. | 225,217 | |
Front Line Power Construction LLC | 244,103 | |
IM Analytics Holdings, LLC | 383,993 | |
| | | | | |
Industry Classification: | Fair Value/ Market Value |
| |
Industrial Service Solutions | $ | 1,024,209 | |
Kings III | 371,712 | |
Media Recovery, Inc. | 484,874 | |
PB Holdings LLC | 698,574 | |
Specified Air Solutions | 10,103,149 | |
Polara (VSC Polara LLC) | 966,222 | |
Stratus Unlimited | 833,701 | |
STS Operating, Inc. | 481,250 | |
Tencarva Machinery Company | 1,643,389 | |
World 50, Inc. | 1,462,186 | |
| 21,307,500 | |
LOCAL AUTHORITY - 0.92% | |
LeadsOnline | 1,470,700 | |
| |
MEDIA & ENTERTAINMENT - 4.41% |
Advantage Software | 87,444 | |
ASC Communications, LLC (Becker's Healthcare) | 457,408 | |
BrightSign | 1,400,149 | |
Cadent, LLC | 1,212,500 | |
DistroKid (IVP XII DK Co-Invest, LP) | 1,682,181 | |
Music Reports, Inc. | 1,339,214 | |
The Octave Music Group, Inc. (fka TouchTunes) | 503,239 | |
Terrier Media Buyer, Inc. | 404,901 | |
| 7,087,036 | |
METALS & MINING - 0.75% | |
Coronado Finance Pty Ltd. | 256,878 | |
First Quantum Minerals Ltd. | 481,250 | |
Hecla Mining Company | 463,850 | |
| 1,201,978 | |
MIDSTREAM - 0.19% | |
Genesis Energy LP | 304,681 | |
| |
OIL FIELD SERVICES - 0.31% | |
Neptune Energy Bondco PLC | 464,183 | |
Petroplex Inv Holdings LLC | — | |
Tourmaline Oil Corp | 30,856 | |
| 495,039 | |
PACKAGING - 1.30% | |
ASC Holdings, Inc. | 779,423 | |
Five Star Holding, LLC | 496,487 | |
Brown Machine LLC | 808,993 | |
| 2,084,903 | |
| |
| |
See Notes to Consolidated Financial Statements 23
Consolidated Schedule of Investments (Continued) Barings Participation Investors
September 30, 2022
(Unaudited)
| | | | | |
Industry Classification: | Fair Value/ Market Value |
| |
PROPERTY & CASUALTY - 1.07% | |
Pearl Holding Group | $ | 1,721,039 | |
| |
REFINING - 1.02% | |
CVR Energy Inc. | 427,096 | |
MES Partners, Inc. | — | |
Tristar Global Energy Solutions, Inc. | 1,204,904 | |
| 1,632,000 | |
TECHNOLOGY - 26.86% | |
1WorldSync, Inc. | 2,415,431 | |
Almonde, Inc. | 403,440 | |
Amtech Software | 545,677 | |
Audio Precision | 1,713,892 | |
Best Lawyers (Azalea Investment Holdings, LLC) | 1,367,971 | |
CAi Software | 2,203,159 | |
Cash Flow Management | 917,610 | |
CloudWave | 1,635,738 | |
Command Alkon | 2,038,398 | |
Comply365 | 644,046 | |
EFI Productivity Software | 905,140 | |
Follett School Solutions | 1,687,449 | |
GraphPad Software, Inc. | 2,553,173 | |
Magenta Buyer LLC | 460,968 | |
Options Technology Ltd | 1,553,059 | |
ProfitOptics | 783,173 | |
Recovery Point Systems, Inc. | 1,344,428 | |
REVSpring, Inc. | 1,725,000 | |
RPX Corp | 2,379,617 | |
Ruffalo Noel Levitz | 1,216,573 | |
Sandvine Corporation | 1,719,825 | |
Scaled Agile, Inc. | 1,200,083 | |
Smart Bear | 1,701,681 | |
Smartling, Inc. | 1,380,790 | |
Springbrook Software | 1,300,572 | |
Stackline | 1,883,072 | |
Syncsort Incorporated | 184,029 | |
Syntax Systems Ltd. | 738,128 | |
Transit Technologies LLC | 749,878 | |
U.S. Legal Support, Inc. | 2,039,206 | |
VitalSource | 1,714,939 | |
| 43,106,145 | |
TELECOM - WIRELINE INTEGRATED & SERVICES - 0.12% |
| | | | | |
Industry Classification: | Fair Value/ Market Value |
| |
Frontier Communications | 194,124 | |
| |
TRANSPORTATION SERVICES - 9.39% |
AIT Worldwide Logistics, Inc. | $ | 1,766,590 | |
Carriage Purchaser Inc. | 372,410 | |
eShipping | 1,150,656 | |
FragilePAK | 1,183,114 | |
Kenan Advantage Group Inc. | 519,172 | |
Omni Logistics, LLC | 1,696,699 | |
Pegasus Transtech Corporation | 2,222,494 | |
Rock-it Cargo | 2,317,763 | |
SEKO Worldwide, LLC | 1,518,978 | |
VP Holding Company | 2,321,552 | |
| 15,069,428 | |
WIRELESS - 0.44% | |
Cogent Communications | 705,342 | |
| |
Total Investments - 110.95% | |
(Cost - $173,681,751) | $ | 178,082,445 | |
2. Significant Accounting Policies
See Notes to Consolidated Financial Statements 24
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Barings Participation Investors
(Unaudited)
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 designated Barings as valuation designee to determine the fair value of the investments held by the Trust for which market quotations are not readily available. Barings has established a Pricing Committee which is responsible for setting the guidelines used in determining such fair values and ensuring that those guidelines are being followed. Barings considers all relevant factors that are reasonably available, through either public information or information directly available to Barings, when determining the fair value of a security. The consolidated financial statements include private placement restricted securities valued at $166,325,157 (103.63% of net assets) as of September 30, 2022, the values of which have been estimated by Barings 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
Bank loans and equity investments that are unsyndicated or for which market quotations are not readily available, including middle-market bank loans, will generally 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 If the Advisers’ Pricing Committee disagrees with the price range provided, it may make a fair value recommendation to the Adviser that is outside of the range provided by the independent valuation provider and the reasons therefore. In certain instances, the 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. Pursuant to these procedures, the Adviser determines 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.
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, 2022, 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.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Barings Participation Investors
(Unaudited)
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.
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
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Barings Participation Investors
(Unaudited)
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, 2022.
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, 2022 are as follows:
| | | | | | | | | | | | | | |
Assets: | Total | Level 1 | Level 2 | Level 3 |
Restricted Securities | | | | |
Corporate Bonds | $ | 17,599,553 | | $ | — | | $ | 7,592,081 | | $ | 10,007,472 | |
Bank Loans | 135,309,007 | | — | | — | | 135,309,007 | |
Common Stock - U.S. | 1,807,085 | | — | | — | | 1,807,085 | |
Preferred Stock | 1,718,648 | | — | | — | | 1,718,648 | |
Partnerships and LLCs | 17,482,945 | | — | | — | | 17,482,945 | |
Public Securities | | | | |
Bank Loans | 2,978,016 | | — | | 1,529,687 | | 1,448,329 | |
Corporate Bonds | 1,150,635 | | — | | 1,150,635 | | — | |
Common Stock | 36,556 | | 5,700 | | — | | 30,856 | |
Total | $ | 178,082,445 | | $ | 5,700 | | $ | 10,272,403 | | $ | 167,804,342 | |
See information disaggregated by security type and industry classification in the Unaudited Consolidated Schedule of Investments. |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Barings Participation Investors
(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, 2022:
| | | | | | | | | | | | | | | | | |
| Fair Value | Valuation Technique | Unobservable Inputs | Range | Weighted* |
Bank Loans | $122,638,248 | Income Approach | Implied Spread | 8.7% - 26.6% | 11.0% |
| $1,701,681 | Market Approach | Revenue Multiple | 14.8x | 14.8x |
Corporate Bonds | $10,006,170 | Income Approach | Implied Spread | 0.2% - 39.0% | 18.3% |
| $1,302 | Market Approach | Revenue Multiple | 0.2x | 0.2x |
Equity Securities** | $20,028,786 | Enterprise Value Waterfall Approach | Valuation Multiple | 3.7x - 52.5x | 12.4x |
| $49,893 | Market Approach | Revenue Multiple | 0.2x - 16.5x | 9.2x |
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 $13,378,262 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 12/31/2021 | Included in earnings | Purchases | Sales | Prepayments | Transfers into Level 3 | Transfers out of Level 3 | Ending balance at 09/30/2022 |
Restricted Securities | | | | | | | | |
Corporate Bonds | $ | 9,549,244 | | $ | 411,957 | | $ | 135,671 | | $ | (89,400) | | $ | — | | $ | — | | $ | — | | $ | 10,007,472 | |
Bank Loans | 130,187,625 | | (952,745) | | 19,865,145 | | (553,486) | | (13,237,532) | | — | | — | | 135,309,007 | |
Common Stock - U.S. | 1,257,986 | | 401,319 | | 450,161 | | (302,381) | | — | | — | | — | | 1,807,085 | |
Preferred Stock | 1,608,973 | | (3,705) | | 202,032 | | (88,652) | | — | | — | | — | | 1,718,648 | |
Partnerships and LLCs | 17,285,572 | | (1,347,072) | | 1,593,507 | | (49,062) | | — | | — | | — | | 17,482,945 | |
Public Securities | | | | | | | | |
Bank Loans | 1,127,428 | | (79,848) | | 284,692 | | — | | (625) | | 116,682 | | — | | 1,448,329 | |
Common Stock - U.S. | 33,565 | | (2,709) | | — | | — | | — | | — | | — | | 30,856 | |
| $ | 161,050,393 | | $ | (1,572,803) | | $ | 22,531,208 | | $ | (1,082,981) | | $ | (13,238,157) | | $ | 116,682 | | $ | — | | $ | 167,804,342 | |
* For the nine months ended September 30, 2022, 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) Barings Participation Investors
(Unaudited)
Income, Gains and Losses on Level 3 assets included in Net Increase in Net Assets resulting from Operations for the period are presented in the following accounts on the Statement of Operations:
| | | | | | | | | | | |
| Net Increase / (Decrease) in Net Assets Resulting from Operations | | Change in Unrealized (Depreciation) in Net Assets from assets still held |
Interest Income (OID Amortization) | $ | 384,450 | | | $ | — | |
Net realized gain on investments before taxes | (829,834) | | | — | |
Net change in unrealized (depreciation) of investments before taxes | (1,127,419) | | | (3,385,364.00) | |
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, 2022, the fair value of the Trust’s non-accrual assets was $4,972,645, or 2.9% of the total fair value of the Trust’s portfolio, and the cost of the Trust’s non-accrual assets was $6,747,205, or 3.9% 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, 2022, 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 and disclosure of contingent assets and liabilities at the date of the financial statements 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 the 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.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Barings Participation Investors
(Unaudited)
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 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, 2022, the PI Subsidiary Trust has incurred income tax expense of $41,855.
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, 2022, the PI Subsidiary Trust has a deferred tax liability of $404,420.
E. Distributions to Shareholders:
The Trust records distributions to shareholders from net investment income and net realized gains, if any, on the ex-dividend date. The Trust’s net investment income dividend is declared four times per year. The Trust’s net realized capital gain distribution, if any, is declared in December.
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