Press release
Page 1
September 21 , 2021 BARINGS Sierra Income Corporation To Merge With Barings BDC , Inc. And Combined Company To Be Managed By Barings LLC Enhances Scale , Earnings Profile and Positions the Combined Company as a Market Leading BDC CHARLOTTE , N.C. and NEW YORK , Sept. 21 , 2021 / PRNewswire / -- Barings BDC , Inc. ( NYSE : BBDC ) ( " Barings BDC " ) and Sierra Income Corporation ( " Sierra " ) announced today that they have entered into a definitive merger agreement under which Sierra will merge with and into Barings BDC ( the " Transaction " ) . The combined company , which will remain externally managed by Barings LLC , is expected to have approximately $ 2.2 billion of investments on a pro forma basis . The boards of directors of both companies , the Sierra Special Committee , which is comprised of all of the independent directors of Sierra , and the independent directors of Barings BDC have unanimously approved the Transaction , which is currently expected to close in the first quarter of 2022 . BARINGS Under the terms of the merger agreement , Sierra stockholders will receive aggregate consideration in the form of cash and stock consideration valued at approximately $ 623.7 million based on Barings BDC's June 30 , 2021 net asset value ( " NAV " ) of $ 11.39 per share and representing total book value consideration of $ 6.10 per fully diluted Sierra share . On a market value basis , based on the closing price of Barings BDC common stock on September 20 , 2021 , the Transaction represents total consideration for Sierra stockholders of approximately $ 588.6 million or approximately $ 5.76 per Sierra share , representing a premium of 6.1 % to Sierra's NAV as of June 30 , 2021 . Sierra's stockholders will receive 0.44973 shares of Barings BDC common stock for each share of Sierra common stock , resulting in approximately 46.0 million newly issued Barings BDC shares , having a total value of approximately $ 523.7 million , or $ 5.12 per fully diluted Sierra share , based on Barings BDC's June 30 , 2021 NAV of $ 11.39 per share . In addition , Barings LLC will pay $ 100 million in cash , or approximately $ 0.98 per share , directly to Sierra stockholders at closing . Following the Transaction , Barings BDC's pro forma equity base is expected to be approximately $ 1.3 billion and Barings BDC stockholders and Sierra stockholders are expected to own approximately 58.7 % and 41.3 % , respectively , of the combined company .