UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 3.02 Unregistered Sales of Equity Securities.
As previously announced, on April 2, 2024, Kayne Anderson BDC, Inc. (the “Company”) sold shares of its common stock (“Common Stock”) for an aggregate offering price of $269.9 million. On April 15, 2024, the Company finalized the issuance price of these shares and issued 16,232,415 shares of its common stock associated with this capital issuance. The sale of such shares of Common Stock relates to existing subscription agreements that the Company had entered into with investors for an aggregate capital commitment of $1,046.9 million to purchase shares of common stock. No underwriting discounts or commissions have been or will be paid in connection with the sale of such shares of Common Stock. The sale of Common Stock is being made pursuant to subscription agreements entered into by the Company and its stockholders. Under the terms of the subscription agreements, stockholders are required to fund drawdowns to purchase shares of Common Stock up to the amount of their respective capital commitments on an as-needed basis with a minimum of ten days’ prior notice to stockholders.
Following this final capital call and issuance of shares of our common stock, the investors’ obligations to purchase additional shares of common stock will be exhausted in the final closing that occurred on April 2, 2024, and we will not have any remaining undrawn capital commitments.
Our existing subscription agreements were entered into with investors through a private offering that was exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) pursuant to Section 4(a)(2) thereof and Regulation D thereunder. The Company relied, in part, upon representations from the investors in the subscription agreements that each investor was an accredited investor as defined in Regulation D under the Securities Act.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| KAYNE ANDERSON BDC, INC. | ||
| Date: April 25, 2024 | By: | /s/ Terry A. Hart |
| Name: | Terry A. Hart | |
| Title: | Chief Financial Officer and Treasurer | |
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