N-CSR 1 corp-ncsr_18472.htm


 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM N-CSR

 

 

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT

INVESTMENT COMPANIES

 

Investment Company Act file number   811-2183

 

 

 

 

 

  Barings Corporate Investors  
  (Exact name of registrant as specified in charter)  
 

 

 

 
  300 South Tryon Street, Suite 2500, Charlotte, NC 28202  
  (Address of principal executive offices) (Zip code)  
 

 

 

 
 

Corporation Service Company (CSC)

251 Little Falls Drive, Wilmington, DE 19808

 
  (Name and address of agent for service)  

 

 

 

Registrant's telephone number, including area code: 413-226-1000

 

Date of fiscal year end: 12/31

 

Date of reporting period: 12/31/20

 

Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection and policymaking roles.

 

A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget ("OMB") control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. ss. 3507.

 

 

Corporation Service Company (CSC) 251 Little Falls Drive, Wilmington, DE 19808

 

 


 

ITEM 1. REPORT TO STOCKHOLDERS.

 

Attached hereto is the annual shareholder report transmitted to shareholders pursuant to Rule 30e-1 of the Investment Company Act of 1940, as amended.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   




 

 

 

 

 

 

2020   

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Barings

CORPORATE INVESTORS

2020 Annual Report

 

 

 

 

   

     
     
     

 

 

 

 

BARINGS CORPORATE INVESTORS

Barings Corporate Investors (the “Trust”) is a closed-end management investment company, first offered to the public in 1971, whose shares are traded on the New York Stock Exchange under the trading symbol “MCI”. The Trust’s share price can be found in the financial section of newspapers under either the New York Stock Exchange listings or Closed-End Fund Listings.

INVESTMENT OBJECTIVE & STRATEGIES

The Trust’s investment objective is to maintain a portfolio of securities providing a current yield and, when available, an opportunity for capital gains. The Trust’s principal investments are privately placed, below-investment grade, long-term debt obligations including bank loans and mezzanine debt instruments. Such private placement securities may, in some cases, be accompanied by equity features such as common stock, preferred stock, warrants, conversion rights, or other equity features. The Trust typically purchases these investments, which are not publicly tradable, directly from their issuers in private placement transactions. These investments are typically made to small or middle market companies. In addition, the Trust may invest, subject to certain limitations, in marketable debt securities (including high yield and/or investment grade securities) and marketable common stock. Below- investment grade or high yield securities have predominantly speculative characteristics with respect to the capacity of the issuer to pay interest and repay capital.

The Trust distributes substantially all of its net income to shareholders each year. Accordingly, the Trust pays dividends to shareholders four times a year in January, May, August, and November. The Trust pays dividends to its shareholders in cash, unless the shareholder elects to participate in the Dividend Reinvestment and Share Purchase Plan.

In this report, you will find a complete listing of the Trust’s holdings. We encourage you to read this section carefully for a better understanding of the Trust. We cordially invite all shareholders to attend the Trust’s Annual Meeting of Shareholders, which will be held virtually on April 23, 2021 at 1:00 P.M. (Eastern Time) at the following website https://viewproxy.com/barings/broadridgevsm/.

 

PROXY VOTING POLICIES & PROCEDURES; PROXY VOTING RECORD

The Trustees of the Trust have delegated proxy voting responsibilities relating to the voting of securities held by the Trust to Barings LLC (“Barings”). A description of Barings’ proxy voting policies and procedures is available (1) without charge, upon request, by calling, toll-free 1-866-399-1516; (2) on the Trust’s website at http://www.barings.com/mci; and (3) on the U.S. Securities and Exchange Commission’s (“SEC”) website at http://www.sec.gov. Information regarding how the Trust voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, 2020 is available (1) on the Trust’s website at http://www.barings.com/mci; and (2) on the SEC’s website at http://www.sec.gov.

FORM N-PORT

The Trust files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on part F of Form N-PORT. This information is available (i) on the SEC’s website at http://www.sec.gov; and (ii) at the SEC’s Public Reference Room in Washington, DC (which information on their operation may be obtained by calling 1-800-SEC-0330). A complete schedule of portfolio holdings as of each quarter-end is available on the Trust’s website at http://www.barings.com/mci or upon request by calling, toll-free, 1-866-399-1516.

LEGAL MATTERS

The Trust has entered into contractual arrangements with an investment adviser, transfer agent and custodian (collectively “service providers”) who each provide services to the Trust. Shareholders are not parties to, or intended beneficiaries of, these contractual arrangements, and these contractual arrangements are not intended to create any shareholder right to enforce them against the service providers or to seek any remedy under them against the service providers, either directly or on behalf of the Trust.

Under the Trust’s Bylaws, any claims asserted against or on behalf of the Trust, including claims against Trustees and officers must be brought in courts located within the Commonwealth of Massachusetts.

The Trust’s registration statement and this shareholder report are not contracts between the Trust and its shareholders and do not give rise to any contractual rights or obligations or any shareholder rights other than any rights conferred explicitly by federal or state securities laws that may not be waived.

 

 

BARINGS CORPORATE INVESTORS

c / o Barings LLC

300 South Tryon St., Suite 2500

Charlotte, NC 28202

1-866-399-1516

http://www.barings.com/mci

ADVISER

Barings LLC

300 South Tryon St., Suite 2500

Charlotte, NC 28202

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

KPMG LLP

Boston, Massachusetts 02110

 

 

COUNSEL TO THE TRUST

Ropes & Gray LLP

Boston, Massachusetts 02111

CUSTODIAN

State Street Bank and Trust Company

Boston, MA 02110

TRANSFER AGENT & REGISTRAR

DST Systems, Inc.

P.O. Box 219086

Kansas City, MO 64121-9086

1-800-647-7374

 

 

 

 2020 Annual Report

 

 

PORTFOLIO COMPOSITION AS OF 12/31/2020*

 

 

PORTFOLIO COMPOSITION AS OF 12/31/2019*

 

 

 

 

 

 

*Based on market value of total investments

 

 

 

 

 

 

 

 

 

 

 

1

 

Barings Corporate Investors

 

 

TOTAL ANNUAL PORTFOLIO RETURN (AS OF 12/31 EACH YEAR)*

 

 

 

 

 

 

 

*Data for Barings Corporate Investors (the “Trust”) represents returns based on the change in the Trust’s net asset value assuming the reinvestment of all dividends and distributions. These returns differ from the total investment return based on market value of the Trust’s shares due to the difference between the Trust’s net asset value of its shares outstanding (See page 12 for total investment return based on market value). Past performance is no guarantee of future results.
**The Credit Suisse Leveraged Loan Index was added in 2018 to represent the Trust’s portfolio composition which now includes a material amount of floating rate securities.

 

2

 

2020 Annual Report

 

 

TO OUR SHAREHOLDERS

I am pleased to share with you the Trust’s Annual Report for the year ended December 31, 2020.

PORTFOLIO PERFORMANCE

The Trust’s net total portfolio rate of return for 2020 was 5.4%, as measured by the change in net asset value assuming the reinvestment of all dividends and distributions. The Trust’s total net assets were $304,684,324 or $15.04 per share, as of December 31, 2020. This compares to $308,249,420 or $15.24 per share, as of December 31, 2019. The Trust paid a quarterly dividend of $0.24 per share for each of the four quarters of 2020, for a total annual dividend of $0.96 per share. In 2019, the Trust paid four quarterly dividends of $0.30 per share, for a total annual dividend of $1.20 per share. Net taxable investment income for 2020 was $1.20 per share, including approximately $0.33 per share of non-recurring income, compared to 2019 net taxable investment income of $1.21 per share, which included approximately $0.04 per share of non-recurring income.

The Trust’s stock price decreased 21.8% during 2020, from $16.86 as of December 31, 2019 to $13.18 as of December 31, 2020. The Trust’s stock price of $13.18 as of December 31, 2020 equates to a 12.4% discount to the December 31, 2020 net asset value per share of $15.04. The Trust’s average quarter-end premium/discount for the 3-, 5-, 10- and 25-year periods ended December 31, 2020 was -2.2%, 2.3%, 9.1%, and 7.2%, respectively.

The table below lists the average annual net returns of the Trust’s portfolio, based on the change in net assets and assuming the reinvestment of all dividends and distributions. Average annual returns of the Bloomberg Barclays U.S. Corporate High Yield Index for the 1-, 3-, 5-, 10- and 25-year periods ended December 31, 2020 and the Credit Suisse Leveraged Loan Index for the 1- and 3-year periods ended December 31, 2020 are provided for comparison purposes only.

 

  The Trust Bloomberg Barclays US
Corporate HY Index
Credit Suisse
Leveraged
Loan Index
       
1 Year 5.36% 7.11% 2.78%
       
3 Years 7.32% 6.24% 3.99%
       
5 Years 9.51% 8.59%  
       
10 Years 10.90% 6.80%  
       
25 Years 12.10% 7.11%  

Past performance is no guarantee of future results

PORTFOLIO ACTIVITY

The Trust had an active fourth quarter, closing on 10 new private placement investments totaling $31.8 million and 13 add-on investments in existing portfolio companies totaling $7.6 million. For the year, the Trust closed 20 new private placement investments, and 22 add-on investments in existing portfolio companies. A brief description of these investments can be found in the Consolidated Schedule of Investments. The total amount invested by the Trust in private placement investments in 2020 was $64.6 million, which was significantly higher than the $49.9 million of private placement investments made by the Trust in 2019.

3

 

 

Barings Corporate Investors

 

 

New deal activity in 2020 occurred primarily in the first and fourth quarters as a result of economic stress and uncertainty caused by COVID-19 beginning in March 2020. Lower middle-market merger and acquisition activity, as well as an increased need for internal portfolio company liquidity, led to lower new investment activity in the second and third quarters of 2020. The Trust was well-positioned to invest in the fourth quarter when the market returned due to the continuation of increased origination flow into 1st lien senior secured middle market assets, expansion of the private debt platform of Barings (the Trust’s investment advisor); and overall activity within the private debt market. These favorable items were partially offset by the continuance of hyper-competitive and aggressive market conditions. Competition for new investment opportunities remained intense due to the amount of fresh capital that flowed into the private debt and private equity markets. As a result, companies continued to be pursued aggressively by both buyers and lenders alike, leading to the continued prevalence of high purchase multiples and leverage levels in the market.

Earlier in 2020, the Trust’s portfolio experienced an increased level of economic stress due to COVID-19. The Trust had one 1st lien senior secured loan defer a portion of the cash interest. During the course of the year, in addition to working on new investment activity, we continued to maintain our focus on managing and maintaining the quality of the portfolio. Towards the end of the third quarter, the credit quality of the Trust’s existing portfolio stabilized and began a trend of improvement that continued through the fourth quarter. In our view, the number of companies on our watch list or in default has remained at acceptable levels.

We had 13 companies exit from the Trust’s portfolio during 2020. This level of exit activity in the Trust’s portfolio was below recent years as realization levels have ranged from 18-32 exits annually since 2014. In 12 of these exits, the Trust realized a positive return on its investment. This level of realization activity in recent years is yet another indicator of how active and aggressive the middle market M&A and debt markets have been, and continue to be.

During 2020, the Trust had seven portfolio companies fully or partially pre-pay their debt obligations. These transactions, in which the debt instruments held by the Trust were fully or partially prepaid, are generally driven by performing companies seeking to take advantage of lower interest rates and the abundance of debt capital. Unless replaced by new private debt investments, these prepayments reduce net investment income. The level of refinancing activity the portfolio has experienced has remained relatively stable since 2016. Four portfolio companies paid dividends to the Trust on its equity holdings in those companies.

OUTLOOK FOR 2021

As we enter 2021, we believe debt markets continue to look promising. Default rates remain at relatively low levels, there appears to be plenty of both private equity and private debt capacity, which should continue to drive middle market M&A activity, and our pipeline of investment opportunities remains relatively stable and healthy. However, as mentioned above, the dynamics within that market have been, and are expected to remain, aggressive. Rest assured that regardless of market conditions, we will continue to employ on behalf of the Trust the same investment philosophy that has served it well since its inception: investing in companies that we believe have a strong business proposition, solid cash flow and experienced, ethical management. We believe this philosophy, along with Barings’ seasoned investment-management team, positions the Trust well to meet its long-term investment objectives.

 

4

 

2020 Annual Report

 

 

The Trust lowered its quarterly dividend to $0.24 per share in 2020 for a total annual dividend of $0.96 per share, compared to the $0.30 per share quarterly dividend paid in 2019. As has been mentioned in prior reports, recurring investment income alone has generally not been sufficient to fully fund the current dividend rate, which has required supplementation from non-recurring income and earnings carry forwards. While recurring investment income remains stable, it may not be sufficient to fully fund the current dividend rate in the future. Net investment income has generally been below the dividend rate since 2013 due principally to the considerable reduction in the number of higher yielding junior debt investment opportunities resulting from prepayments and realizations in the portfolio, combined with generally lower investment returns available due to market and competitive dynamics in recent years. Floating interest rates continue to be low by historic standards, and should such rates rise, the Trust’s income would likely also rise. The percentage of the portfolio in floating rate debt securities, which are often secured and generally of higher credit quality than higher-yielding junior debt, increased to 59% as of December 31, 2020, compared to 47% as of December 31, 2019. All of the above said, the level of recurring investment income expected to be generated by the Trust in 2021, combined with the availability of earnings carry forwards and other non-recurring income, is currently expected to be sufficient to maintain the current dividend rate over the next several quarters. Over time, however, the Trust’s dividend paying ability tends to be correlated with its recurring earnings capacity. We and the Board of Trustees will continue to evaluate the current and future earnings capacity of the Trust and formulate a dividend strategy that is consistent with the Trust’s recurring earnings.

As always, I would like to thank you for your continued interest in and support of Barings Corporate Investors. I look forward to seeing you at the Trust’s annual shareholder meeting on April 23, 2021.

Sincerely,

 

Christina Emery

President

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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Barings Corporate Investors

 

 

 

 

2020
Dividends

Record

Date

Total

Paid

Ordinary

Income

Short-Term

Gains

Long-Term

Gains

Regular        5/4/2020 0.2400 0.2400               -                -
Regular        8/3/2020 0.2400 0.2400                -               -
Regular     11/2/2020 0.2400 0.2400               -               -
Regular 12/31/2020 0.2400 0.2400               -               -
    0.9600 0.9600 0.0000 0.0000

The following table summarizes the tax effects of the relation of capital gains for 2020:

 

  Amount per Share Form 2439
2020 Gains Retained 0.0156 Line 1a
Long - Term Gains Retained 0.0156  
Taxes Paid 0.0033 Line 2*
Basis Adjustment 0.0123               **
*If you are not subject to federal capital gains tax (e.g. charitable organizations, IRAs and Keogh Plans) you may be able to claim a refund by filing Form 990-T.
**For federal income tax purposes, you may increase the adjusted cost basis of your shares by this amount (the excess of Line 1a over Line 2).

 

Annual
Dividend

Qualified for Dividend

Received Deduction***

Qualified Dividends****

Interest Earned on

U.S. Gov’t. Obligations

Amount per

Share

Percent

Amount per

Share

Percent

Amount per

Share

Percent

Amount per

Share

$ 0.96 0.9774% 0.0094 0.9774% 0.0094 0% 0.0000
***Not available to individual shareholders
****Qualified dividends are reported in Box 1b on IRS Form 1099-Div for 2020

 

 

 

 

 

 

 

 

 

 

 

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BARINGS CORPORATE INVESTORS  
   
   
   
   
Financial Report  
   
Consolidated Statement of Assets and Liabilities 8
   
Consolidated Statement of Operations 9
   
Consolidated Statement of Cash Flows 10
   
Consolidated Statements of Changes in Net Assets 11
   
Consolidated Selected Financial Highlights 12
   
Consolidated Schedule of Investments 13-39
   
Notes to Consolidated Financial Statements 40-49
   
Report of Independent Registered Public Accounting Firm 50
   
Interested Trustees 51-52
   
Independent Trustees 53-54
   
Officers of the Trust 55-56

 

 

 

 

 

 

 

 

 

 

 

 

 

 

7

 

Barings Corporate Investors

 

CONSOLIDATED STATEMENT OF ASSETS AND LIABILITIES

December 31, 2020

 

 

Assets:    
Investments     
(See Consolidated Schedule of Investments)     
Corporate restricted securities - private placement investments at fair value     
(Cost - $272,196,563)  $263,069,206 
Corporate restricted securities - rule 144A securities at fair value     
(Cost - $22,565,858)   23,656,944 
Corporate public securities at fair value     
(Cost - $17,560,631)   17,624,670 
Short-term securities at fair value     
(Cost - $4,996,241)   4,997,061 
      
Total investments (Cost - $317,319,293)   309,347,881 
      
Cash   29,851,624 
Interest receivable   2,428,225 
Receivable for investments sold   46,791 
Other assets   2,357,073 
      
Total assets   344,031,594 
      
Liabilities:     
Note payable   30,000,000 
Dividend payable   4,862,813 
Payable for investments purchased   2,901,602 
Investment advisory fee payable   951,107 
Tax Payable   429,779 
Interest payable   135,317 
Accrued expenses   66,652 
      
Total liabilities   39,347,270 
      
Commitments and Contingencies (See Note 7)     
      
Total net assets  $304,684,324 
      
Net Assets:     
Common shares, par value $1.00 per share  $20,261,719 
Additional paid-in capital   272,501,030 
Total distributable earnings   11,921,575 
      
Total net assets  $304,684,324 
      
Common shares issued and outstanding (28,054,782 authorized)   20,261,719 
      
Net asset value per share  $15.04 

 

 

 

See Notes to Consolidated Financial Statements

8

 

2020 Annual Report

 

CONSOLIDATED STATEMENT OF OPERATIONS

For the year ended December 31, 2020

 

 

 

Investment Income:     
Interest  $28,697,508 
Dividends   1,063,386 
Other   276,105 
      
Total investment income   30,036,999 
      
Expenses:     
Investment advisory fees   3,702,034 
Interest   1,059,000 
Trustees’ fees and expenses   452,000 
Professional fees   294,206 
Reports to shareholders   76,000 
Custodian fees   33,600 
Other   33,203 
      
Total expenses   5,650,043 
      
Investment income - net   24,386,956 
      
Net realized and unrealized loss on investments:     
Net realized gain on investments before taxes   1,163,905 
Income tax benefit   1,080,967 
      
Net realized gain on investments after taxes   2,244,872 
      
Net increase/(decrease) in unrealized appreciation/(depreciation) of investments before taxes   (11,297,903)
Net increase/(decrease) in unrealized appreciation/(depreciation) of investments after taxes   (11,297,903)
      
Net loss on investments   (9,053,031)
      
Net increase in net assets resulting from operations  $15,333,925 

 

 

 

See Notes to Consolidated Financial Statements

9

 

Barings Corporate Investors

 

CONSOLIDATED STATEMENT OF CASH FLOWS

For the year ended December 31, 2020

 

 

 

 

Net increase in cash:     
      
Cash flows from operating activities:     
Purchases/Proceeds/Maturities from short-term portfolio securities, net  $7,401,872 
Purchases of portfolio securities   (97,515,644)
Proceeds from disposition of portfolio securities   98,558,446 
Interest, dividends and other income received   24,926,542 
Interest expense paid   (1,059,000)
Operating expenses paid   (4,657,236)
Income taxes paid   (1,829,598)
      
Net cash provided by operating activities   25,825,382 
      
Cash flows from financing activities:     
Cash dividends paid from net investment income   (20,656,251)
Receipts for shares issued on reinvestment of dividends   552,229 
      
Net cash used for financing activities   (20,104,022)
      
Net increase in cash   5,721,360 
      
Cash - beginning of year   24,130,264 
      
Cash - end of year  $29,851,624 
      
Reconciliation of net increase in net assets to net
cash provided by operating activities:
     
      
Net increase in net assets resulting from operations  $15,333,925 
      
Decrease in investments   11,235,581 
Increase in interest receivable   (581,899)
Decrease in receivable for investments sold   164,513 
Increase in other assets   (2,354,461)
Increase in payable for investments purchased   2,715,373 
Decrease in investment advisory fee payable   (12,172)
Decrease in accrued expenses   (54,021)
Decrease in tax payable   (621,457)
      
Total adjustments to net assets from operations   10,491,457 
      
Net cash provided by operating activities  $25,825,382 

 

 

 

See Notes to Consolidated Financial Statements

10

 

2020 Annual Report

 

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS

 

 

 

 

  

For the
year ended
12/31/2020

  

For the
year ended
12/31/2019

 
Increase / (decrease) in net assets:          
           
Operations:          
Investment income - net  $24,386,956   $22,580,877 
Net realized gain / (loss) on investments after taxes   2,244,872    2,075,608 
Net change in unrealized appreciation / (depreciation) of investments after taxes   (11,297,903)   14,356,428 
           
Net (decrease) / increase in net assets resulting from operations   15,333,925    39,012,913 
           
Increase from common shares issued on reinvestment of dividends          
Common shares issued (2020 -35,674; 2019 -143,176)   552,229    2,207,616 
           
Dividends to shareholders from:          
Distributable earnings to Common Stock Shareholders (2020 - $0.96 per share; 2019 - $1.20 per share)   (19,451,250)   (24,208,554)
           
Total (decrease) / increase in net assets   (3,565,096)   17,011,975 
           
Net assets, beginning of year   308,249,420    291,237,445 
           
Net assets, end of year  $304,684,324   $308,249,420 

 

 

 

 

 

See Notes to Consolidated Financial Statements

11

 

Barings Corporate Investors

 

CONSOLIDATED SELECTED FINANCIAL HIGHLIGHTS

Selected data for each share of beneficial interest outstanding:

 

 

 

 

   For the years ended December 31, 
   2020   2019   2018   2017   2016 
Net asset value:                    
Beginning of year  $15.24   $14.50   $15.22   $14.23   $14.03 
                          
Net investment income (a)   1.20    1.11    1.21    1.27    1.12 
Net realized and unrealized gain/(loss) on investments   (0.44)   0.82    (0.73)   0.92    0.26 
                          
Total from investment operations   0.76    1.93    0.48    2.19    1.38 
                          
Dividends from net investment income to common shareholders   (0.96)   (1.20)   (1.20)   (1.20)   (1.20)
Increase from dividends reinvested   0.00    0.01    0.00    0.00    0.02 
                          
Total dividends   (0.96)   (1.19)   (1.20)   (1.20)   (1.18)
                          
Net asset value: End of year  $15.04   $15.24   $14.50   $15.22   $14.23 
                          
Per share market value: End of year  $13.18   $16.86   $14.70   $15.26   $15.48 
                          
Total investment return                         
Net asset value (b)   5.36%    13.71%    3.17%    15.72%    10.13% 
Market value (b)   (15.95%)   23.77%    4.54%    6.86%    (3.49%)
                          
Net assets (in millions):                         
End of year  $304.68   $308.25   $291.24   $303.53   $281.57 
Ratio of total expenses to average net assets (c)   1.53%    2.33%    2.87%    3.63%    2.92% 
Ratio of operating expenses to average net assets   1.54%    1.57%    1.71%    1.59%    1.56% 
Ratio of interest expense to average net assets   0.35%    0.35%    0.35%    0.51%    0.56% 
Ratio of income tax expense (benefit) to average net assets   (0.36%)   0.42%    0.81%    1.53%    0.80% 
Ratio of net investment income to average net assets   8.17%    7.41%    8.00%    8.49%    7.80% 
Portfolio turnover   33%    21%    48%    25%    29% 

 

(a)Calculated using average shares.

(b)Net asset value return represents portfolio returns based on change in the Trust’s net asset value assuming the reinvestment of all dividends and distributions which differs from the total investment return based on the Trust’s market value due to the difference between the Trust’s net asset value and the market value of its shares outstanding; past performance is no guarantee of future results.

(c)Total expenses include income tax expense (benefit).

 

Senior borrowings:                         
                          
Total principal amount (in millions)  $30   $30   $30   $30   $30 
                          
Asset coverage per $1,000 of indebtedness  $11,156   $11,275   $10,708   $11,118   $10,386 

 

 

 

 

 

 

See Notes to Consolidated Financial Statements

12

 

2020 Annual Report

 

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2020

 

 

 

Corporate Restricted Securities - 94.11%: (A) 

Principal Amount,
Shares, Units or
Ownership

Percentage

  

Acquisition
Date

 

Cost

  

Fair Value

 
 
Private Placement Investments - 86.34%: (C)
                    
1WorldSync, Inc.                   
A product information sharing platform that connects manufacturers/suppliers and key retailers via the Global Data Synchronization Network.
6.75% Term Loan due 6/24/2025
(LIBOR +5.750%)
  $5,000,000     *    $4,917,589   $4,900,000 
* 07/01/19 and 12/09/20.                      
                       
Accelerate Learning                      
A provider of standards-based, digital science education content of K-12 schools.
5.26% Term Loan due 12/31/2024
(LIBOR + 5.000%)
  $2,028,215     12/19/18     2,001,400    1,945,261 
                       
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)    4,669 uts.      *     498,983     
* 12/07/12, 07/11/13 and 06/30/15.                      
                       
AFC - Dell Holding Corporation                      
A distributor and provider of inventory management services for “C-Parts” used by OEMs in their manufacturing and production facilities.

13% (1% PIK) Senior Subordinated Note due

02/28/2023

  $3,907,846     *     3,890,909    3,907,846 
12% Junior Subordinated Note due 02/28/2023  $433,741     08/17/20     409,589    428,806 
Preferred Stock (B)    148 shs.      **         15,894 
Preferred Stock Series A (B)    2,344 shs.      ***     234,367    397,209 
Preferred Stock Series V (B)    107 shs.      12/31/19     10,654    12,754 
Common Stock (B)    757 shs.      **     757    124,191 
Common Stock Series B (B)    89 shs.      ***         14,655 
* 03/27/15, 11/16/18, 07/01/19, 12/05/19 and 08/14/2020.               4,546,276    4,901,355 
** 03/27/15, 11/15/18 and 12/31/19.                      
*** 03/27/15, 11/15/18, 07/01/19, 12/31/19 and 08/14/2020                      

 

 

 

See Notes to Consolidated Financial Statements

13

 

 

Barings Corporate Investors

 

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)

December 31, 2020

 

 

 

Corporate Restricted Securities: (A)
(Continued)
 

Principal Amount,
Shares, Units or
Ownership

Percentage

  

Acquisition

Date

 

Cost

  

Fair Value

 
           
Aftermath, Inc.               
A provider of crime scene cleanup and biohazard remediation services.
6.75% Term Loan due 04/10/2025
(LIBOR + 5.750%)
  $2,004,743     04/09/19    $1,972,641   $1,985,573 
                       
American Scaffold, Inc.                      
A provider of scaffolding and environmental containment solutions.
6.25% Term Loan due 09/06/2025
(LIBOR + 5.250%)
  $2,679,108     09/06/19     2,632,111    2,679,108 
                       
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)
    273 uts.      10/04/12     272,727    562,204 
                       
ASC Holdings, Inc.                      
A manufacturer of capital equipment used by corrugated box manufacturers.
13% (1% PIK) Senior Subordinated Note due
05/18/2021
  $1,813,771     11/19/15     1,810,951    1,811,862 
Limited Liability Company Unit (B)    225,300 uts.      11/18/15     225,300    77,954 
                2,036,251    1,889,816 
ASPEQ Holdings                      
A manufacturer of highly-engineered electric heating parts and equipment for a range of industrial, commercial, transportation and marine applications.
6.25% Term Loan due 10/31/2025
(LIBOR + 5.250%)
  $2,495,869     11/08/19     2,465,605    2,472,748 
                       
Audio Precision                      
A provider of high-end audio test and measurement sensing instrumentation software and accessories.
7.00% Term Loan due 07/27/2024
(LIBOR + 6.000%)
  $3,733,500     10/30/18     3,685,843    3,696,165 

 

 

 

 

See Notes to Consolidated Financial Statements

14

 

 2020 Annual Report

 

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)

December 31, 2020

 

 

 

Corporate Restricted Securities: (A)
(Continued)
 

Principal Amount,
Shares, Units or
Ownership

Percentage

  

Acquisition
Date

 

Cost

  

Fair Value

 
                
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)    425 shs.      08/17/15    $424,875   $424,875 
Common Stock (B)    425 shs.      08/17/15     425    291,256 
                425,300    716,131 
BBB Industries LLC                      
A supplier of re-manufactured parts to the North American automotive aftermarket.
8.65% Second Lien Term Loan due 06/26/2026
(LIBOR +8.500%)
  $3,500,000     08/02/18     3,426,601    3,318,350 
                       
BDP International, Inc.                      
A provider of transportation and related services to the chemical and life sciences industries.
6.25% Term Loan due 12/19/2024
(LIBOR + 5.250%)
  $4,900,000     12/18/18     4,835,339    4,802,000 
6.25% Incremental Term Loan due 12/19/2024
(LIBOR + 5.250%)
   87,500     12/07/20     85,780    85,750 
                4,921,119    4,887,750 
Beacon Pointe Advisors, LLC                      
An integrated wealth management platform with comprehensive financial planning capabilities for high net worth clients with complex financial needs.
6.00% Term Loan due 03/31/2026
(LIBOR + 5.000%) (H)
  $1,990,455     03/31/20     1,224,038    1,263,182 
                       
BEI Precision Systems & Space Company, Inc.                      
A provider of advanced design, manufacturing, and testing for custom optical encoder-based positioning systems, precision accelerometers, and micro scanners.
12% (1% PIK) Senior Subordinated Note due
04/28/2024
  $3,049,819     04/28/17     3,015,671    3,049,819 
Limited Liability Company Unit (B)    8,454 uts.      *     845,385    958,972 
* 04/28/17 and 02/07/19.               3,861,056    4,008,791 
                       

 

 

 

 

See Notes to Consolidated Financial Statements

15

 

 Barings Corporate Investors

 

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)

December 31, 2020

 

Corporate Restricted Securities: (A)
(Continued)
 

Principal Amount,
Shares, Units or
Ownership

Percentage

  

Acquisition
Date

 

Cost

  

Fair Value

 
                    
Blue Wave Products, Inc.                   
A distributor of pool supplies.
Common Stock (B)    114,894 shs.      10/12/12    $114,894   $370,306 
Warrant, exercisable until 2022, to purchase
common stock at $.01 per share (B)
    45,486 shs.      10/12/12     45,486    146,602 
                160,380    516,908 
BlueSpire Holding, Inc.                      
A marketing services firm that integrates strategy, technology, and content to deliver customized marketing solutions for clients in the senior living, financial services and healthcare end markets.
Common Stock (B)    6,000 shs.      06/30/15     1,902,077    102,413 
                       
Brown Machine LLC                      
A designer and manufacturer of thermoforming equipment used in the production of plastic packaging containers within the food and beverage industry.
6.25% Term Loan due 10/04/2024
(LIBOR + 5.250%)
  $1,416,654     10/03/18     1,405,570    1,416,654 
                       
Cadence, Inc.                      
A full-service contract manufacturer (“CMO”) and supplier of advanced products, technologies, and services to medical device, life science, and industrial companies.
5.50% Lien Term Loan due 04/30/2025
(LIBOR + 4.500%)
  $2,235,054     *     2,206,957    2,153,028 
* 05/14/18 and 05/31/19.                      
                       
Cadent, LLC                      
A provider of advertising solutions driven by data and technology.
6.50% Term Loan due 09/07/2023
(LIBOR + 5.500%)
  $2,018,803     09/04/18     2,007,899    1,972,976 
                       
Clarion Brands Holding Corp.                      
A portfolio of six over-the-counter (OTC) pharmaceutical brands whose products are used to treat tinnitus or ringing of the ear, excessive sweating, urinary tract infections, muscle pain, and skin conditions.
Limited Liability Company Unit (B)    3,759 uts.      07/18/16     384,020    740,002 

 

 

 

See Notes to Consolidated Financial Statements

16

 

 2020 Annual Report

 

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)

December 31, 2020

 

 

 

Corporate Restricted Securities: (A)
(Continued)
 

Principal Amount,
Shares, Units or
Ownership

Percentage

  

Acquisition
Date

 

Cost

  

Fair Value

 
           
Claritas Holdings, Inc.          
A market research company that provides market segmentation insights to customers engaged in direct-to-consumer and business-to-business marketing activities.
7.00% Term Loan due 12/31/2023
(LIBOR + 6.000%)
  $3,276,681     12/20/18    $3,228,051   $3,212,458 
                       
Clubessential LLC                      
A leading SaaS platform for private clubs and resorts.
6.25% Term Loan due 11/30/2023
(LIBOR + 5.250%)
  $3,482,500     01/09/20     3,439,372    3,442,451 
                       
Command Alkon                      
A vertical-market software and technology provider to the heavy building materials industry delivering purpose-built, mission critical products that serve as the core operating & production systems for ready-mix concrete producers, asphalt producers, and aggregate suppliers.
9.25% Term Loan due 04/17/2027
(LIBOR + 8.250%)
  $4,219,577     *     4,103,735    4,092,989 
Limited Liability Company Unit    37 uts.      04/24/20     36,535    37,798 
Limited Liability Company Unit class B    13,449 uts.      04/24/20         3,295 
* 04/23/20, 10/30/20 and 11/18/20.               4,140,270    4,134,082 
                       
Concept Machine Tool Sales, LLC                      
A full-service distributor of high-end machine tools and metrology equipment, exclusively representing a variety of global manufacturers in the Upper Midwest.
6.00% Term Loan due 01/31/2025
(LIBOR + 5.000%)
  $1,297,747     01/30/20     1,276,566    1,201,325 
Limited Liability Company Unit (F)    2,437 uts.      01/30/20     97,608    67,578 
                1,374,174    1,268,903 
                       
CORA Health Services, Inc.
A provider of outpatient rehabilitation therapy services.
11% (1% PIK) Term Loan due 05/05/2025 (H)  $3,156,519     *     2,992,604    2,989,782 
Preferred Stock Series A (B)    1,538 shs.      06/30/16     5,371    244,041 
Common Stock Class A (B)    7,692 shs.      06/30/16     7,692    58,756 
* 05/01/18, 06/28/19 and 02/20/20.               3,005,667    3,292,579 
                       

 

 

 

See Notes to Consolidated Financial Statements

17

 

 Barings Corporate Investors

 

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)

December 31, 2020

 

 

Corporate Restricted Securities: (A)
(Continued)
 

Principal Amount,
Shares, Units or
Ownership

Percentage

  

Acquisition
Date

 

Cost

  

Fair Value

 
 
CTS Engines
A provider of maintenance, repair and overhaul services within the aerospace & defense market.
6.25% Term Loan due 12/22/2026
(LIBOR + 5.250%)
  $2,919,072     12/22/20    $2,860,930   $2,860,691 
                       
Dart Buyer, Inc.
A manufacturer of helicopter aftermarket equipment and OEM Replacement parts for rotorcraft operators, providers and OEMs.
5.75% Term Loan due 04/01/2025
(LIBOR + 4.750%) (H)
  $3,467,424     04/01/19     2,847,854    2,868,029 
                       
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)
  $2,882,353     10/07/16     2,848,206    2,594,118 
Limited Liability Company Unit (B) (F)    748,287 uts.      *     748,549    186,661 
* 10/07/16, 07/25/18, 03/13/19 and 06/17/19.               3,596,755    2,780,779 
                       
Dohmen Life Science Services
A provider of drug commercialization services for pharmaceutical and biotech companies, beginning in the late clinical trial phases.
8.51% Second Lien Term Loan due 03/12/2026
(LIBOR + 8.250%)
  $2,774,545     03/09/18     2,733,897    2,688,812 
                       
DPL Holding Corporation
A distributor and manufacturer of aftermarket undercarriage parts for medium and heavy duty trucks and trailers.
Preferred Stock (B)    61 shs.      05/04/12     605,841    875,150 
Common Stock (B)    61 shs.      05/04/12     67,316     
                673,157    875,150 
Dunn Paper
A provider of specialty paper for niche product applications.
9.75% Second Lien Term Loan due 8/31/2023
(LIBOR + 8.750%)
  $3,500,000     09/28/16     3,473,000    3,436,650 

 

 

 

See Notes to Consolidated Financial Statements

18

 

 2020 Annual Report

 

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)

December 31, 2020

 

 

 

Corporate Restricted Securities: (A)
(Continued)
 

Principal Amount,
Shares, Units or
Ownership

Percentage

  

Acquisition
Date

 

Cost

  

Fair Value

 
 
Electronic Power Systems
A provider of electrical testing services for apparatus equipment and protection & controls infrastructure.
5.00% Term Loan due 12/21/2024
(LIBOR + 4.750%)
  $3,103,278     12/21/18    $3,072,387   $3,103,277 
Common Stock (B)    109 shs.      12/28/18     108,565    207,376 
                3,180,952    3,310,653 
Elite Sportswear Holding, LLC
A designer and manufacturer of gymnastics, competitive cheerleading and swimwear apparel in the U.S. and internationally.
11.5% (1% PIK) Senior Subordinated Note due
09/20/2022 (D)
  $3,223,328     10/14/16     3,182,857     
Limited Liability Company Unit (B) (F)    204 uts.      10/14/16     324,074     
                3,506,931     
English Color & Supply LLC
A distributor of aftermarket automotive paint and related products to collision repair shops, auto dealerships and fleet customers through a network of stores in the Southern U.S.
11.5% (0.5% PIK) Senior Subordinated Note due
12/31/2023
  $2,740,598     06/30/17     2,713,152    2,738,537 
Limited Liability Company Unit (B) (F)    806,916 uts.      06/30/17     806,916    746,672 
                3,520,068    3,485,209 
E.S.P. Associates, P.A.
A professional services firm providing engineering, surveying and planning services to infrastructure projects.
Limited Liability Company Unit (B)    684 uts.      *     741,480    419,542 
* 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)    296,053 uts.      12/15/10     254,058    3,683,123 

 

 

 

See Notes to Consolidated Financial Statements

19

 

 Barings Corporate Investors

 

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)

December 31, 2020

 

 

Corporate Restricted Securities: (A)
(Continued)
 

Principal Amount,
Shares, Units or
Ownership

Percentage

  

Acquisition
Date

 

Cost

  

Fair Value

 
 
Foundation Risk Partners, Corp.
A retail insurance brokerage firm focused on providing commercial P&C and employee benefits solutions to small and medium-sized clients.
5.75% First Lien Term Loan due 11/10/2023
(LIBOR + 4.750%) (H)
  $1,332,917     09/30/20    $1,106,630   $1,106,673 
9.50% Second Lien Term Loan due 11/10/2024
(LIBOR + 8.500%) (H)
  $666,667     09/30/20     205,024    206,756 
                1,311,654    1,313,429 
                       
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)    182 uts.      10/05/12     182,209     
Limited Liability Company Unit Common (B)    1,840 uts.      10/05/12     1,840     
                184,049     
                       
gloProfessional Holdings, Inc.
A marketer and distributor of premium mineral-based cosmetics, cosmeceuticals and professional hair care products to the professional spa and physician’s office channels.
14% (2% PIK) Senior Subordinated Note due
11/30/2021 (D)
  $3,312,324     03/27/13     2,374,812    3,146,708 
Preferred Stock (B)    709 shs.      03/29/19     708,661    871,564 
Common Stock (B)    2,835 shs.      03/27/13     283,465    47,024 
                3,366,938    4,065,296 
                       
GraphPad Software, Inc.
A provider of data analysis, statistics and graphing software solution for scientific research applications, with a focus on the life sciences and academic end-markets.
7.00% Term Loan due 12/15/2023
(LIBOR + 6.000%)
  $4,912,100     *     4,863,514    4,813,858 
* 12/19/17, 12/21/17 and 04/16/19.                      
                       
GTI Holding Company
A designer, developer, and marketer of precision specialty hand tools and handheld test instruments.
Common Stock (B)    2,093 shs.      *     209,271    431,106 
Warrant, exercisable until 2027, to purchase                      
common stock at $.01 per share (B)    795 shs.      02/05/14     73,633    163,750 
* 02/05/14 and 11/22/17.               282,904    594,856 
                       

 

 

 

See Notes to Consolidated Financial Statements

20

 

 2020 Annual Report

 

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)

December 31, 2020

 

 

Corporate Restricted Securities: (A)
(Continued)
 

Principal Amount,
Shares, Units or
Ownership

Percentage

  

Acquisition
Date

 

Cost

  

Fair Value

 
 
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)    754 uts.      *    $754,062   $880,349 
Limited Liability Company Unit Common
Class A (B)
    7,292 uts.      12/19/14          
* 12/19/14 and 04/29/16.               754,062    880,349 
                       
Happy Floors Acquisition, Inc.
A wholesale importer and value-added distributor of premium European flooring tile to residential and commercial end markets.
12.50% (1% PIK) Senior Subordinated Note due
07/01/2022
  $799,198     07/01/16     794,905    799,198 
Common Stock (B)    303 shs.      07/01/16     303,333    760,945 
                1,098,238    1,560,143 
Hartland Controls Holding Corporation
A manufacturer and distributor of electronic and electromechanical components.
14% (2% PIK) Senior Subordinated Note due 12/01/2023  $2,431,321     02/14/14     2,429,663    2,431,321 
14% Senior Subordinated Note due
12/01/2023
  $885,245     06/22/15     884,862    885,245 
Common Stock (B)    1,666 shs.      02/14/14     1,667    572,849 
                3,316,192    3,889,415 
HHI Group, LLC                      
A developer, marketer, and distributor of hobby-grade radio control products.
Limited Liability Company Unit (B) (F)    203 uts.      01/17/14     203,125    814,248 
                       
Holley Performance Products
A provider of automotive aftermarket performance products.
5.21% Term Loan due 10/17/2024
(LIBOR + 5.000%)
  $4,900,000     10/24/18     4,849,238    4,900,000 
                       

 

 

 

See Notes to Consolidated Financial Statements

21

 

 Barings Corporate Investors

 

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)

December 31, 2020

 

 

Corporate Restricted Securities: (A)
(Continued)
 

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)    89 uts.      10/14/11    $   $ 
Limited Liability Company Unit Class G (B) (F)    215 uts.      10/14/11          
Limited Liability Company Unit Class H (B) (F)    89 uts.      10/14/11          
Limited Liability Company Unit Class I (B) (F)    89 uts.      10/14/11          
                     
Hyperion Materials & Technologies, Inc.
A producer of specialty hard materials and precision tool components that are used to make precision cutting, grinding and other machining tools used by tool manufacturers and final product manufacturers.
6.50% Term Loan due 8/14/2026
(LIBOR + 5.500%)
  $3,323,866     09/09/19     3,274,968    3,286,626 
                       
IGL Holdings III Corp.
A specialty label and flexible packaging converter.
6.75% Term Loan due 10/23/2026
(LIBOR + 5.750%) (H)
  $3,500,000     11/02/20     2,393,789    2,391,864 
                       
IM Analytics Holdings, LLC
A provider of test and measurement equipment used for vibration, noise, and shock testing.
8.00% Term Loan due 11/22/2023
(LIBOR + 7.000%)
    2,201,235 uts.      11/21/19     2,185,295    1,872,371 
Warrant, exercisable until 2026, to purchase
common stock at $.01 per share (B)
    18,488 shs.      11/25/19          
                2,185,295    1,872,371 
Industrial Service Solutions
A provider of maintenance, repair and overhaul services for process equipment within the industrial, energy and power end-markets.
5.75% Term Loan due 02/05/2026
(LIBOR + 5.500%)
  $1,870,505     *     1,838,744    1,728,160 
* 02/05/2020 and 08/12/2020                      

 

 

 

 

See Notes to Consolidated Financial Statements

22

 

 

 2020 Annual Report

 

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)

December 31, 2020

 

 

Corporate Restricted Securities: (A)
(Continued)
 

Principal Amount,
Shares, Units or
Ownership

Percentage

  

Acquisition
Date

 

Cost

  

Fair Value

 
 
Kano Laboratories LLC
A producer of industrial strength penetrating oils and lubricants.
6.00% Term Loan due 09/30/26
(LIBOR + 5.000%) (H)
  $2,608,617     11/18/20    $1,735,311   $1,734,263 
Limited Liability Company Unit Class    41 uts.      11/19/20     41,109    41,110 
                1,776,420    1,775,373 
LAC Acquisition LLC
A provider of center-based applied behavior analysis treatment centers for children diagnosed with autism spectrum disorder.
6.75% Term Loan due 10/01/2024
(LIBOR + 5.750%)
  $2,802,281     10/01/18     2,762,903    2,732,224 
Limited Liability Company Unit Class A (F)    46,914 uts.      10/01/18     46,914    56,032 
                2,809,817    2,788,256 
LYNX Franchising
A global franchisor of B2B services including commercial janitorial services, shared office space solutions, and textile and electronics restoration services.
7.25% Term Loan due 12/18/2026
(LIBOR + 6.250%)
  $3,500,000     12/22/20     3,430,288    3,430,000 
                       
Manhattan Beachwear Holding Company
A designer and distributor of women’s swimwear.
12.5% Senior Subordinated Note due
05/30/2022 (D)
  $1,259,914     01/15/10     1,212,363     
15% (2.5% PIK) Senior Subordinated Note due
05/30/2022 (D)
  $345,759     10/05/10     343,819     
Common Stock (B)    106 shs.      10/05/10     106,200     
Common Stock Class B (B)    353 shs.      01/15/10     352,941     
Warrant, exercisable until 2023, to purchase
common stock at $.01 per share (B)
    312 shs.      10/05/10     283,738     
                2,299,061     
Master Cutlery LLC
A designer and marketer of a wide assortment of knives and swords.
13% Senior Subordinated Note due
07/20/2022 (D)
  $1,736,205     04/17/15     1,735,060     
Limited Liability Company Unit    9 uts.      04/17/15     1,356,658     
                3,091,718     
                       

 

 

 

See Notes to Consolidated Financial Statements

23

 

 Barings Corporate Investors

 

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)

December 31, 2020

 

 

 

Corporate Restricted Securities: (A)
(Continued)
 

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.
6.75% First Out Term Loan due 11/22/2025
(LIBOR + 6.000%)
  $1,028,838     11/25/19    $1,011,762   $1,010,833 
                       
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)    62,748 shs.      07/25/19     25,184     
Preferred Stock Series C (B)    2,587 shs.      09/22/20     927,966    325,211 
Common Stock Class B (B)    526,019 shs.      *     495,405     
Warrant, exercisable until 2021, to purchase
common stock at $.01 per share (B)
    713,980 shs.      09/22/20          
* 09/30/14 and 02/28/18.               1,448,555    325,211 
                       
MeTEOR Education LLC
A leading provider of classroom and common area design services, furnishings, equipment and instructional support to K-12 schools.
12% Senior Subordinated Note due 06/20/2023  $2,297,872     03/09/18     2,274,582    2,313,943 
Limited Liability Company Unit (B) (F)    456 uts.      03/09/18     459,574    275,289 
                2,734,156    2,589,232 
Music Reports, Inc.
An administrator of comprehensive offering of rights and royalties solutions for music and cue sheet copyrights to music and entertainment customers.
7.25% Term Loan due 08/21/2026
(LIBOR + 6.250%)
  $1,259,205     08/25/20     1,229,565    1,231,398 
                       
Motion Controls Holdings
A manufacturer of high performance mechanical motion control and linkage products.
Limited Liability Company Unit Class B-1 (B) (F)    225,000 uts.      11/30/10         72,159 
Limited Liability Company Unit Class B-2 (B) (F)    20,403 uts.      11/30/10         6,543 
                    78,702 
                       

 

 

 

See Notes to Consolidated Financial Statements

24

 

 2020 Annual Report

 

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)

December 31, 2020

 

 

Corporate Restricted Securities: (A)
(Continued)
 

Principal Amount,
Shares, Units or
Ownership

Percentage

  

Acquisition
Date

 

Cost

  

Fair Value

 
 
Omni Logistics, LLC
A specialty freight forwarding business specifically targeting the semiconductor, media, technology and healthcare end markets.
6.00% Term Loan due 12/30/2026
(LIBOR + 5.000%)
  $3,500,000     12/30/20    $3,395,096   $3,395,000 
                       
Options Technology Ltd
A provider of vertically focused financial technology managed services and IT infrastructure products for the financial services industry.
5.50% Term Loan due 12/18/2025
(LIBOR + 4.500%) (H)
  $3,325,508     12/23/19     2,571,917    2,583,318 
                       
PANOS Brands LLC
A marketer and distributor of branded consumer foods in the specialty, natural, better-for-you,“free from” healthy and gluten-free categories.
12% (1% PIK) Senior Subordinated Note due
08/17/2022
  $3,602,879     02/17/17     3,579,876    3,602,879 
Common Stock Class B (B)    772,121 shs.      *     772,121    1,131,410 
* 01/29/16 and 02/17/17.               4,351,997    4,734,289 
                       
PB Holdings LLC
A designer, manufacturer and installer of maintenance and repair parts and equipment for industrial customers.
6.25% Term Loan due 02/28/2024
(LIBOR + 5.250%)
  $1,629,751     03/06/19     1,607,074    1,481,607 
                       
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.
8.75% Term Loan due 11/16/2022
(LIBOR + 6.500%)
  $786,292     09/29/20     759,944    768,273 
7.50% Term Loan due 11/17/2024
(LIBOR + 6.250%)
  $3,842,523     11/14/17     3,789,309    3,754,529 
                4,549,253    4,522,802 
                       

 

 

 

See Notes to Consolidated Financial Statements

25

 

 Barings Corporate Investors

 

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)

December 31, 2020

 

 

Corporate Restricted Securities: (A)
(Continued)
 

Principal Amount,
Shares, Units or
Ownership

Percentage

  

Acquisition
Date

 

Cost

  

Fair Value

 
                    
Petroplex Inv Holdings LLC                   
A leading provider of acidizing services to E&P customers in the Permian Basin.
Limited Liability Company Unit    0.90% int.      *    $419,207   $14,278 
* 11/29/12 and 12/20/16.                      
                       
Polytex Holdings LLC                      
A manufacturer of water based inks and related products serving primarily the wall covering market.
13.9% (7.9% PIK) Senior Subordinated Note due
12/31/2021 (D)
  $2,170,983     07/31/14     2,159,212    1,845,335 
Limited Liability Company Unit    300,485 uts.      07/31/14     300,485     
Limited Liability Company Unit Class F    75,022 uts.      *     50,322    12,607 
* 09/28/17 and 02/15/18.               2,510,019    1,857,942 
                       
PPC Event Services                      
A special event equipment rental business.
Preferred Stock Series P-1 (B)    144 shs.      07/21/20     144,094     
Common Stock (B)    346,824 shs.      07/21/20          
16.00% Term Loan due 05/28/2023 (D)  $1,929,753     07/21/20     1,377,530     
8.00% Term Loan due 05/28/2023 (D)  $1,408,103     07/21/20     1,322,485     
Limited Liability Company Unit (B)    7,000 uts.      11/20/14     350,000     
Limited Liability Company Unit Series A-1 (B)    689 uts.      03/16/16     86,067     
                3,280,176     
Recovery Point Systems, Inc.                      
A provider of IT infrastructure, colocation and cloud based resiliency services.
7.50% Term Loan due 07/31/2026
(LIBOR + 6.500%)
  $2,822,561     08/12/20     2,769,768    2,815,505 
                       
RedSail Technologies                      
A provider of pharmacy management software solutions for independent pharmacies and long-term care facilities.
6.25% Term Loan due 10/27/2026
(LIBOR + 5.500%)
  $3,500,000     12/09/20     3,413,356    3,412,500 
                       

 

 

 

See Notes to Consolidated Financial Statements

26

 

 2020 Annual Report

 

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)

December 31, 2020

 

 

Corporate Restricted Securities: (A)
(Continued)
 

Principal Amount,
Shares, Units or
Ownership

Percentage

  

Acquisition
Date

 

Cost

  

Fair Value

 
                    
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    595,745 uts.      11/13/17    $374,731   $1,157,077 
                       
REVSpring, Inc.                      
A provider of accounts receivable management and revenue cycle management services to customers in the healthcare, financial and utility industries.
9.25% Second Lien Term Loan due 10/11/2026
(LIBOR + 8.250%)
  $3,500,000     10/11/18     3,424,215    3,406,550 
                       
Rock-it Cargo                      
A provider of specialized international logistics solutions to the music touring, performing arts, live events, fine art and specialty industries.
6.00% Term Loan due 06/22/2024 (G)
(LIBOR + 2.250% Cash & 2.750% PIK)
  $5,028,892     07/30/18     4,955,476    4,160,905 
                       
ROI Solutions                      
Call center outsourcing and end user engagement services provider.
6.00% Term Loan due 07/31/2024
(LIBOR + 5.000%) (H)
  $3,764,937     07/31/18     1,484,711    1,515,002 
                       
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%)
  $3,500,000     10/22/20     3,424,269    3,421,250 
                       
Ruffalo Noel Levitz                      
A provider of enrollment management, student retention and career services, and fundraising management for colleges and universities.
7.00% Term Loan due 05/29/2022
(LIBOR + 6.000%)
  $2,577,285     01/08/19     2,561,253    2,564,148 
                       

 

 

 

See Notes to Consolidated Financial Statements

27

 

 Barings Corporate Investors

 

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)

December 31, 2020

 

 

Corporate Restricted Securities: (A)
(Continued)
 

Principal Amount,
Shares, Units or
Ownership

Percentage

  

Acquisition
Date

 

Cost

  

Fair Value

 
                    
Safety Products Holdings, Inc.                   
A manufacturer of highly engineered safety cutting tools.
7.00% Term Loan due 12/15/2026
(LIBOR + 6.000%) (H)
  $3,440,628     12/15/20    $2,458,351   $2,457,785 
Common Stock (B)    59 shs.      12/16/20     59,372    59,370 
                2,517,723    2,517,155 
Sandvine Corporation                      
A provider of active network intelligence solutions.
8.15% Second Lien Term Loan due 11/02/2026
(LIBOR + 8.000%)
  $3,500,000     11/01/18     3,436,187    3,475,694 
                       
Sara Lee Frozen Foods                      
A provider of frozen bakery products, desserts and sweet baked goods.
5.50% Lien Term Loan due 07/30/2025
(LIBOR + 4.500%)
  $3,770,215     07/27/18     3,714,779    3,517,610 
                       
Scaled Agile, Inc.                      
A provider of training and certifications for IT professionals focused on software development.
5.75% Term Loan due 06/28/2025
(LIBOR + 4.750%)
  $1,368,188     06/27/19     1,358,647    1,354,506 
                       
SEKO Worldwide, LLC                      
A third-party logistics provider of ground, ocean, air and home delivery forwarding services.
6.00% Term Loan due 12/30/2026
(LIBOR + 5.000%) (H)
   3,500,000     12/30/20     2,901,671    2,920,909 
                       
Soliant Holdings, LLC                      
A healthcare staffing platform focused on placing highly skilled professionals in the education, nursing/allied health, life sciences and pharmacy end-markets.
6.50% Term Loan due 11/30/2026
(LIBOR + 5.500%)
  $2,103,217     12/27/19     2,067,190    2,088,284 
                       

 

 

 

See Notes to Consolidated Financial Statements

28

 

 2020 Annual Report

 

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)

December 31, 2020

 

 

Corporate Restricted Securities: (A)
(Continued)
 

Principal Amount,
Shares, Units or
Ownership

Percentage

  

Acquisition
Date

 

Cost

  

Fair Value

 
                    
Specified Air Solutions                   
A manufacturer and distributor of heating, dehumidification and other air quality solutions.
10.5% (0.5% PIK) Senior Subordinated Note due
06/19/2024
  $2,510,678     12/19/18    $2,493,986   $2,510,678 
Limited Liability Company Unit (B)    1,078,873 uts.      02/20/19     1,095,236    3,665,561 
                3,589,222    6,176,239 
Springbrook Software                      
A provider of vertical-market enterprise resource planning software and payments platforms focused on the local government end-market.
6.75% Term Loan due 12/20/2026
(LIBOR + 5.750%) (H)
  $3,431,057     12/23/19     2,447,403    2,459,057 
                       
SR Smith LLC                      
A manufacturer of mine and tunneling ventilation products in the United States.
11% Senior Subordinated Note due
03/27/2022 (D)
  $2,200,568     *     2,125,367    2,090,539 
Limited Liability Company Unit Class A    2,174 uts.      *     2,152,688    4,211,334 
* 03/27/17 and 08/07/18.               4,278,055    6,301,873 
                       
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)    317,935 shs.      12/13/13     317,935    789,157 
Preferred Stock Series A-2 (B)    53,086 shs.      09/10/15     59,987    131,766 
                377,922    920,923 
                       
Sunvair Aerospace Group Inc.                      
An aerospace maintenance, repair, and overhaul provider servicing landing gears on narrow body aircraft.
12% (1% PIK) Senior Subordinated Note due
08/01/2024
  $4,024,125     *     3,944,443    4,024,125 
Preferred Stock Series A (B)    58 shs.      12/21/20     144,411    144,420 
Common Stock (B)    139 shs.      **     213,007    241,285 
* 07/31/15 and 12/21/20.               4,301,861    4,409,830 
** 07/31/15 and 11/08/17.                      

 

 

 

See Notes to Consolidated Financial Statements

29

 

 

 Barings Corporate Investors

 

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)

December 31, 2020

 

 

Corporate Restricted Securities: (A)
(Continued)
 

Principal Amount,
Shares, Units or
Ownership

Percentage

  

Acquisition
Date

 

Cost

  

Fair Value

 
                    
The Hilb Group, LLC                   
An insurance brokerage platform that offers insurance and benefits programs to middle-market companies throughout the Eastern seaboard.
6.75% Term Loan due 12/02/2026
(LIBOR + 5.750%) (H)
  $3,493,804     *    $3,209,055   $3,241,499 
* 12/02/19 and 12/15/20.                      
                       
Therma-Stor Holdings LLC                      
A designer and manufacturer of dehumidifiers and water damage restoration equipment for residential and commercial applications.
Limited Liability Company Unit (B)    39,963 uts.      11/30/17         21,705 
                       
Transit Technologies LLC                      
A software platform for the transportation market that offers end-to-end software solutions focused on operations, fleet management and telematics services.
4.97% Term Loan due 02/10/2025
(LIBOR + 4.750%) (H)
  $3,247,254     02/13/20     1,576,863    1,404,762 
                       
Trident Maritime Systems                      
A leading provider of turnkey marine vessel systems and solutions for government and commercial new ship construction as well as repair, refurbishment, and retrofit markets worldwide.
6.5% Unitranche Term Loan due 04/30/2024
(LIBOR + 5.500%)
  $4,734,151     05/14/18     4,674,151    4,721,034 
                       
Tristar Global Energy Solutions, Inc.                      
A hydrocarbon and decontamination services provider serving refineries worldwide.
12.5% (1.5% PIK) Senior Subordinated Note due
03/31/2022 (D)
  $2,444,733     01/23/15     2,442,764     
                       
Truck-Lite                      
A leading provider of harsh environment LED safety lighting, electronics, filtration systems, and telematics for a wide range of commercial vehicles, specialty vehicles, final mile delivery vehicles, off-road/off-highway, marine, and other adjacent harsh environment markets.
7.25% Term Loan due 12/02/2026
(LIBOR + 6.250%)
  $3,477,115     12/13/19     3,418,039    3,389,840 
                       

 

 

 

See Notes to Consolidated Financial Statements

30

 

 

 2020 Annual Report

 

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)

December 31, 2020

 

 

Corporate Restricted Securities: (A)
(Continued)
 

Principal Amount,
Shares, Units or
Ownership

Percentage

  

Acquisition
Date

 

Cost

  

Fair Value

 
                    
Trystar, Inc.                   
A niche manufacturer of temporary power distribution products for the power rental, industrial, commercial utility and back-up emergency markets.
5.75% Term Loan due 10/01/2023
(LIBOR + 4.750%)
  $4,994,315     09/28/18    $4,940,742   $4,906,915 
Limited Liability Company Unit (B) (F)    101 uts.      09/28/18     102,471    88,829 
                5,043,213    4,995,744 
U.S. Legal Support, Inc.                      
A provider of court reporting, record retrieval and other legal supplemental services.
6.75% Term Loan due 11/12/2024
(LIBOR + 5.750%)
  $4,512,824     *     4,330,350    4,080,699 
* 11/29/18 and 03/25/19.                      
                       
U.S. Oral Surgery Management                      
An operator of oral surgery practices providing medically necessary treatments. 
7.00% Term Loan due 12/31/2023
(LIBOR + 6.000%)
  $4,932,500     *     4,873,155    4,899,344 
* 01/04/19 and 10/01/19.                      
                       
U.S. Retirement and Benefit Partners, Inc.                      
A leading independent provider of outsourced benefit design and administration and retirement services, primarily to K-12 school districts, employee unions, and governmental agencies.
9.75% Second Lien Term Loan due 02/14/2023
(LIBOR + 8.750%) (H)
  $3,500,000     03/05/18     3,399,778    3,359,375 
                       
UBEO, LLC                      
A dealer and servicer of printers and copiers to medium sized businesses. 
11.00% Term Loan due 10/03/2024  $3,162,500     11/05/18     3,122,298    3,144,697 
                       
UroGPO, LLC                      
A group purchasing organization that connects pharmaceutical companies with urology practices to facilitate the purchase of pharmaceutical drugs for discounted prices.
7.25% Term Loan due 12/15/2026
(LIBOR + 6.250%)
  $5,000,000     12/14/20     4,900,776    4,900,000 
                       

 

 

 

See Notes to Consolidated Financial Statements

31

 

 

 Barings Corporate Investors

 

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)

December 31, 2020

 

 

Corporate Restricted Securities: (A)
(Continued)
 

Principal Amount,
Shares, Units or
Ownership

Percentage

  

Acquisition

Date

 

Cost

  

Fair Value

 
                
VP Holding Company                   
A provider of school transportation services for special-needs and homeless children in Massachusetts and Connecticut.
6.50% First Lien Term Loan due 05/22/2024
(LIBOR + 5.500%)
  $4,897,946     05/17/18    $4,842,673   $4,785,783 
                       
Westminster Acquisition LLC                      
A manufacturer of premium, all-natural oyster cracker products sold under the Westminster and Olde Cape Cod brands.
14% Senior Subordinated Note due
08/03/2021 (D)
  $777,225     08/03/15     775,532     
Limited Liability Company Unit (B) (F)    751,212 uts.      08/03/15     751,212     
                1,526,744     
Whitebridge Pet Brands Holdings, LLC                      
A portfolio of natural treats and foods for dogs and cats.
Limited Liability Company Unit Class A (B) (F)    250 uts.      04/18/17     300,485    342,612 
Limited Liability Company Unit Class B (B) (F)    250 uts.      04/18/17         293,862 
                300,485    636,474 
Wolf-Gordon, Inc.                      
A designer and specialty distributor of wallcoverings and related building products, including textiles, paint, and writeable surfaces.
Common Stock (B)    318 shs.      01/22/16     126,157    271,833 
                       
World 50, Inc.                      
A provider of exclusive peer-to-peer networks for C-suite executives at leading corporations.
6.25% Term Loan due 01/10/2026
(LIBOR + 5.250%)
  $792,799     09/21/20     770,256    792,799 
5.75% Term Loan due 12/31/2025
(LIBOR + 4.750%)
   2,535,672     01/09/20     2,482,595    2,491,044 
                3,252,851    3,283,843 
Worldwide Express Operations, LLC                      
A third party logistics company providing parcel, less than truck load and truck load services focused on the small and medium business market through both company owned and franchise locations.
9.00% Second Lien Term Loan due 02/03/2025
(LIBOR + 8.000%)
  $4,375,000     02/13/17     4,336,553    4,313,750 
                       

 

 

 

See Notes to Consolidated Financial Statements

32

 

 

 2020 Annual Report

 

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)

December 31, 2020

 

 

Corporate Restricted Securities: (A)
(Continued)
 

Principal Amount,
Shares, Units or
Ownership

Percentage

  

Acquisition
Date

 

Cost

  

Fair Value

 
                    
WP Supply Holding Corporation                   
A distributor of fresh fruits and vegetables to grocery wholesalers and foodservice distributors in the upper Midwest.
Common Stock (B)   4,500 shs.      11/03/11    $450,000   $452,085 
                       
York Wall Holding Company                      
A designer, manufacturer and marketer of wall covering products for both residential and commercial wall coverings. 
Preferred Stock Series A (B)   5,957 shs.      02/05/19     595,752    595,700 
Common Stock (B)   4,151 shs.      *     406,617    159,640 
* 03/04/15 and 02/07/18.             1,002,369    755,340 
                       
Total Private Placement Investments (E)              $272,196,563   $263,069,206 
                       

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See Notes to Consolidated Financial Statements

33

 

 Barings Corporate Investors

 

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)

December 31, 2020

 

 

 

Corporate Restricted Securities: (A)
(Continued)
 

Interest
Rate

  

Maturity
Date

 

Principal
Amount

  

Cost

  

Market Value

 
 
Rule 144A Securities - 7.76%:
 
Bonds - 7.76%
American Airlines Group Inc.   11.750  07/15/25   $1,000,000   $990,776   $1,153,250 
Apex Tool Group LLC / BC Mountain Finance Inc.   9.000   02/15/23    778,000    778,000    762,440 
BWAY Holding Company   7.250   04/15/25    1,500,000    1,395,590    1,515,000 
Carlson Travel, Inc.   11.500   12/15/26    783,934    736,048    425,284 
Cleveland-Cliffs, Inc.   9.875   10/17/25    1,000,000    1,089,446    1,176,250 
CommScope Finance LLC   8.250   03/01/27    1,000,000    954,916    1,067,500 
CVR Energy Inc.   5.750   02/15/28    1,000,000    909,598    947,500 
Diebold Nixdorf   9.375   07/15/25    550,000    584,932    616,000 
First Quantum Minerals Ltd.   7.500   04/01/25    889,000    851,871    925,671 
GRD Holding III Corp.   8.750   09/01/25    705,000    710,198    763,163 
Houghton Mifflin Harcourt   9.000   02/15/25    1,000,000    983,537    1,017,500 
LBC Tank Terminals Holding Netherlands B.V.   6.875   05/15/23    859,000    865,678    859,000 
New Gold Inc.   6.375   05/15/25    77,000    77,000    80,465 
OPE KAG Finance Sub   7.875   07/31/23    1,016,000    1,031,137    1,016,000 
Panther BF Aggregator 2 LP   8.500   05/15/27    200,000    185,964    217,282 
PBF Holding Company LLC   9.250   05/15/25    1,000,000    987,732    985,900 
Prime Security Services, LLC   6.250   01/15/28    1,200,000    1,064,646    1,288,308 
Solera Holdings Inc.   10.500   03/01/24    1,333,000    1,388,941    1,381,321 
Suncoke Energy   7.500   06/15/25    1,000,000    961,982    992,700 
Terrier Media Buyer, Inc.   8.875   12/15/27    1,020,000    977,890    1,124,550 
The Manitowoc Company, Inc.   9.000   04/01/26    1,000,000    982,373    1,080,000 
Trident TPI Holdings Inc.   9.250   08/01/24    1,000,000    976,112    1,065,000 
Veritas US Inc. / Veritas Bermuda Ltd.   10.500   02/01/24    1,500,000    1,484,580    1,522,500 
Verscend Holding Corp.   9.750   08/15/26    965,000    1,021,369    1,045,819 
Warrior Met Coal, Inc.   8.000   11/01/24    251,000    251,000    256,647 
WESCO International, Inc.   7.250   06/15/28    327,000    324,542    371,894 
                        
Total Bonds                22,565,858    23,656,944 
                        
Common Stock - 0.00%                       
TherOX, Inc. (B)           6         
Touchstone Health Partnership (B)           1,168         
                        
Total Common Stock                     
                        
Total Rule 144A Securities                22,565,858    23,656,944 
                        
Total Corporate Restricted Securities               $294,762,421   $286,726,150 
                        

 

 

 

See Notes to Consolidated Financial Statements

34

 

 

 2020 Annual Report

 

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)

December 31, 2020

 

 

 

Corporate Public Securities -
5.79%: (A)
 

LIBOR
Spread

  

Interest
Rate

  

Maturity
Date

 

Principal
Amount

  

Cost

  

Market Value

 
 
Bank Loans - 3.68%
AHEAD DB Holdings, LLC   8.500%   9.500%  10/14/27   $2,361,565   $2,292,419   $2,290,718 
Almonde, Inc.   7.250    8.250   06/13/25    940,734    951,249    941,072 
Almonde, Inc.   3.500    4.500   06/13/24    708,501    627,084    693,225 
BMC Software Finance, Inc.   4.250    4.397   06/26/25    980,000    973,343    974,816 
Confie Seguros Holding II Co   8.500    8.725   10/31/25    922,394    909,623    824,104 
Edelman Financial Services   6.750    6.897   06/08/26    258,914    258,014    258,914 
Envision Healthcare Corporation   3.750    3.897   10/10/25    1,489,867    1,042,614    1,238,273 
Golden Nugget, Inc.   2.500    3.250   10/04/23    868,639    737,822    836,743 
ION Trading Technologies S.a.r.l   4.000    5.000   11/21/24    552,743    544,087    550,770 
PS Logistics LLC   4.750    5.750   03/01/25    945,858    951,606    917,482 
STS Operating, Inc.   8.000    9.000   04/25/26    1,000,000    1,010,000    770,630 
Wastequip, LLC   7.750    8.750   02/27/26    1,000,000    986,932    902,500 
                             
Total Bank Loans                     11,284,793    11,199,247 
                             
                             
Bonds - 1.67%                            
Clear Channel Worldwide Holdings, Inc.        9.250   02/15/24    246,000    236,003    249,075 
Encana Corp.        6.500   08/15/34    1,000,000    955,362    1,158,040 
Genesis Energy, L.P.        6.500   10/01/25    675,000    642,677    656,437 
Hecla Mining Company        7.250   02/15/28    1,000,000    944,908    1,092,500 
Hughes Satellite Systems Corporation        7.625   06/15/21    1,000,000    1,000,830    1,025,000 
Triumph Group, Inc.        7.750   08/15/25    1,000,000    1,006,176    913,750 
                             
Total Bonds                     4,785,956    5,094,802 
                             
                             
Common Stock - 0.11%                            
Chase Packaging Corporation (B)                9,541        1,069 
Jupiter Resources Inc.                101,360    489,882    324,352 
                             
Total Common Stock                     489,882    325,421 
                             
                             
Preferred stock - 0.33%                            
B. Riley Financial, Inc.                40,000    1,000,000    1,005,200 
                             
Total Preferred Stock                     1,000,000    1,005,200 
                             
Total Corporate Public Securities                    $17,560,631   $17,624,670 
                             

 

 

 

See Notes to Consolidated Financial Statements

35

 

 Barings Corporate Investors

 

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)

December 31, 2020

 

 

Short-Term Securities: 

Interest
Rate/Yield^

  

Maturity
Date

 

Principal
Amount

  

Cost

  

Market Value

 
     
Commercial Paper - 1.64%                       
                        
American Honda Finance Corp.   0.253%  02/22/21    2,000,000    1,999,278    1,999,278 
Standard Chartered Bank   0.155   10/05/21    2,000,000    1,997,641    1,998,462 
The Walt Disney Company   0.470   02/22/21    1,000,000    999,322    999,321 
                        
Total Short-Term Securities               $4,996,241   $4,997,061 
                        
Total Investments   101.53%          $317,319,293   $309,347,881 
                        
Other Assets   11.38                 34,683,713 
Liabilities   (12.91)                (39,347,270)
                        
Total Net Assets   100.00%               $304,684,324 
(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 December 31, 2020, the value of these securities amounted to $263,069,206 or 86.34% of net assets.
(F)Held in CI Subsidiary Trust.
(G)PIK non-accrual
(H)A portion of these securities contain unfunded commitments. As of December 31, 2020, total unfunded commitments amounted to $11,131,200 and had unrealized depreciation of $(33,218) or (0.01)% of net assets. See Note 7.
 ^Effective yield at purchase

    PIK - Payment-in-kind

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See Notes to Consolidated Financial Statements

36

 

 

 2020 Annual Report

 

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)

December 31, 2020

 

 

 

Industry Classification:  Fair Value/
Market Value
 
 
AEROSPACE & DEFENSE - 7.72%
American Scaffold, Inc.  $2,679,108 
BEI Precision Systems & Space
Company, Inc.
   4,008,791 
CTS Engines   2,860,691 
Dart Buyer, Inc.   2,868,029 
Sunvair Aerospace Group Inc.   4,409,830 
Trident Maritime Systems   4,721,034 
Trident TPI Holdings Inc.   1,065,000 
Triumph Group, Inc.   913,750 
    23,526,233 
AIRLINES - 0.38%
American Airlines Group Inc.   1,153,250 
      
AUTOMOTIVE - 6.20%
Aurora Parts & Accessories LLC   716,131 
American Honda Finance Corp.   1,999,278 
BBB Industries LLC   3,318,350 
DPL Holding Corporation   875,150 
English Color & Supply LLC   3,485,209 
Holley Performance Products   4,900,000 
Panther BF Aggregator 2 LP   217,282 
Truck-Lite   3,389,840 
    18,901,240 
BANKING - 0.66%     
Standard Chartered Bank   1,998,462 
      
BROKERAGE, ASSET MANAGERS & EXCHANGES - 1.06%
The Hilb Group, LLC   3,241,499 
      
BUILDING MATERIALS - 0.60%
Happy Floors Acquisition, Inc.   1,560,143 
Wolf-Gordon, Inc.   271,833 
    1,831,976 
CABLE & SATELLITE - 0.34%
Hughes Satellite Systems Corporation   1,025,000 
      
CHEMICALS - 1.47%
Kano Laboratories LLC   1,775,373 
LBC Tank Terminals Holding
Netherlands B.V.
  859,000 
Polytex Holdings LLC   1,857,942 
    4,492,315 

 

   Fair Value/
Market Value
 
     
CONSUMER CYCLICAL SERVICES - 4.66% 
Accelerate Learning  $1,945,261 
Carlson Travel, Inc.   425,284 
LYNX Franchising   3,430,000 
MeTEOR Education LLC   2,589,232 
PPC Event Services    
Prime Security Services, LLC   1,288,308 
PS Logistics LLC   917,482 
ROI Solutions   1,515,002 
Soliant Holdings, LLC   2,088,284 
    14,198,853 
CONSUMER PRODUCTS - 3.15%
AMS Holding LLC   562,204 
Apex Tool Group LLC / BC Mountain
Finance Inc.
   762,440 
Blue Wave Products, Inc.   516,908 
Elite Sportswear Holding, LLC    
gloProfessional Holdings, Inc.   4,065,296 
GTI Holding Company   594,856 
Handi Quilter Holding Company   880,349 
HHI Group, LLC   814,248 
Manhattan Beachwear Holding
Company
    
Master Cutlery LLC    
Whitebridge Pet Brands Holdings, LLC   636,474 
York Wall Holding Company   755,340 
    9,588,115 
DIVERSIFIED MANUFACTURING - 8.01%
Advanced Manufacturing Enterprises
LLC
    
F G I Equity LLC   3,683,123 
Hyperion Materials & Technologies, Inc.   3,286,626 
Motion Controls Holdings   78,702 
Reelcraft Industries, Inc.   1,157,077 

 

 

 

 

 

 

 

See Notes to Consolidated Financial Statements

37

 

 

 Barings Corporate Investors

 

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)

December 31, 2020

 

 

 

Industry Classification: (Continued)  Fair Value/
Market Value
 
     
Safety Products Holdings, Inc.  $2,517,155 
SR Smith LLC   6,301,873 
Strahman Holdings Inc.   920,923 
The Manitowoc Company, Inc.   1,080,000 
Therma-Stor Holdings LLC   21,705 
Trystar, Inc.   4,995,744 
WESCO International, Inc.   371,894 
    24,414,822 
ELECTRIC - 1.09%
Electronic Power Systems   3,310,653 
      
FINANCIAL OTHER - 2.63%
Beacon Pointe Advisors, LLC   1,263,182 
B. Riley Financial, Inc.   1,005,200 
Confie Seguros Holding II Co   824,104 
Edelman Financial Services   258,914 
Foundation Risk Partners, Corp.   1,313,429 
U.S. Retirement and Benefit Partners,
Inc.
   3,359,375 
    8,024,204 
FOOD & BEVERAGE - 3.76%     
Del Real LLC   2,780,779 
PANOS Brands LLC   4,734,289 
Sara Lee Frozen Foods   3,517,610 
Westminster Acquisition LLC    
WP Supply Holding Corporation   452,085 
    11,484,763 
HEALTHCARE - 8.67%
Cadence, Inc.   2,153,028 
CORA Health Services, Inc.   3,292,579 
Dohmen Life Science Services   2,688,812 
Envision Healthcare Corporation   1,238,273 
GD Dental Services LLC    
LAC Acquisition LLC   2,788,256 
RedSail Technologies   3,412,500 
TherOX, Inc.    
Touchstone Health Partnership    
UroGPO, LLC  4,900,000 
U.S. Oral Surgery Management   4,899,344 
Verscend Holding Corp.   1,045,819 
    26,418,611 

 

 

   Fair Value/
Market Value
 
INDEPENDENT - 0.49%
Encana Corp.  $1,158,040 
Jupiter Resources Inc.   324,352 
    1,482,392 
INDUSTRIAL OTHER - 12.36%     
AFC - Dell Holding Corporation   4,901,355 
Aftermath, Inc.   1,985,573 
ASPEQ Holdings   2,472,748 
Concept Machine Tool Sales, LLC   1,268,903 
E.S.P. Associates, P.A.   419,542 
Hartland Controls Holding Corporation   3,889,415 
IGL Holdings III Corp.   2,391,864 
Industrial Service Solutions   1,728,160 
IM Analytics Holdings, LLC   1,872,371 
Media Recovery, Inc.   1,010,833 
PB Holdings LLC   1,481,607 
Specified Air Solutions   6,176,239 
STS Operating, Inc.   770,630 
UBEO, LLC   3,144,697 
Wastequip, LLC   902,500 
World 50, Inc.   3,283,843 
    37,700,280 
MEDIA & ENTERTAINMENT - 2.20%     
BlueSpire Holding, Inc.   102,413 
Cadent, LLC   1,972,976 
Clear Channel Worldwide Holdings, Inc.   249,075 
HOP Entertainment LLC    
Houghton Mifflin Harcourt   1,017,500 
Music Reports, Inc.   1,231,398 
Terrier Media Buyer, Inc.   1,124,550 
The Walt Disney Company   999,321 
    6,697,233 
      

 

 

 

 

 

See Notes to Consolidated Financial Statements

38

 

 

 2020 Annual Report

 

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)

December 31, 2020

 

 

 

Industry Classification: (Continued) 

Fair Value/
Market Value

 
     
METALS & MINING - 1.48%     
Cleveland-Cliffs, Inc.  $1,176,250 
First Quantum Minerals Ltd.   925,671 
Hecla Mining Company   1,092,500 
New Gold Inc.   80,465 
Suncoke Energy   992,700 
Warrior Met Coal, Inc.   256,647 
    4,524,233 
MIDSTREAM - 0.22%     
Genesis Energy, L.P.   656,437 
      
OIL FIELD SERVICES - 0.00%     
Petroplex Inv Holdings LLC   14,278 
      
PACKAGING - 1.58%     
ASC Holdings, Inc.   1,889,816 
Brown Machine LLC   1,416,654 
BWAY Holding Company   1,515,000 
Chase Packaging Corporation   1,069 
    4,822,539 
PAPER - 1.13%     
Dunn Paper   3,436,650 
      
PHARMACEUTICALS - 0.24%     
Clarion Brands Holding Corp.   740,002 
      
REFINING - 0.74%     
CVR Energy Inc.   947,500 
MES Partners, Inc.   325,211 
PBF Holding Company LLC   985,900 
Tristar Global Energy Solutions, Inc.    
    2,258,611 
RESTAURANTS - 0.27%     
Golden Nugget, Inc.   836,743 
      
RETAILERS - 0.25%     
GRD Holding III Corp.   763,163 
      
TECHNOLOGY - 20.28%     
1WorldSync, Inc.   4,900,000 
AHEAD DB Holdings, LLC   2,290,718 
Almonde, Inc.  1,634,297 
Audio Precision   3,696,165 
BMC Software Finance, Inc.   974,816 

 

 

   Fair Value/
Market Value
 
      
Claritas Holdings, Inc.  $3,212,458 
Clubessential LLC   3,442,451 
Command Alkon   4,134,082 
CommScope Finance LLC   1,067,500 
Diebold Nixdorf   616,000 
GraphPad Software, Inc.   4,813,858 
ION Trading Technologies S.a.r.l   550,770 
Options Technology Ltd   2,583,318 
Recovery Point Systems, Inc.   2,815,505 
REVSpring, Inc.   3,406,550 
RPX Corp   3,421,250 
Ruffalo Noel Levitz   2,564,148 
Sandvine Corporation   3,475,694 
Scaled Agile, Inc.   1,354,506 
Solera Holdings Inc.   1,381,321 
Springbrook Software   2,459,057 
Transit Technologies LLC   1,404,762 
U.S. Legal Support, Inc.   4,080,699 
Veritas US Inc. / Veritas Bermuda Ltd.   1,522,500 
    61,802,425 
TRANSPORTATION SERVICES - 9.85%     
BDP International, Inc.   4,887,750 
Omni Logistics, LLC   3,395,000 
OPE KAG Finance Sub   1,016,000 
Pegasus Transtech Corporation   4,522,802 
Rock-it Cargo   4,160,905 
SEKO Worldwide, LLC   2,920,909 
VP Holding Company   4,785,783 
Worldwide Express Operations, LLC   4,313,750 
    30,002,899 
Total Investments - 101.53%
(Cost - $317,319,293)
  $309,347,881 

 

 

 

 

 

 

 

 

See Notes to Consolidated Financial Statements

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

 

 

 

1.History

Barings Corporate Investors (the “Trust”) commenced operations in 1971 as a Delaware corporation. Pursuant to an Agreement and Plan of Reorganization dated November 14, 1985, approved by shareholders, the Trust was reorganized as a Massachusetts business trust under the laws of the Commonwealth of Massachusetts, effective November 28, 1985.

The Trust is a diversified closed-end management investment company. Barings LLC (“Barings”), a wholly-owned indirect subsidiary of Massachusetts Mutual Life Insurance Company (“MassMutual”), acts as its investment adviser. The Trust’s investment objective is to maintain a portfolio of securities providing a current yield and, when available, an opportunity for capital gains. The Trust’s principal investments are privately placed, below-investment grade, long-term debt obligations including bank loans and mezzanine debt instruments. Such direct placement securities may, in some cases, be accompanied by equity features such as common stock, preferred stock, warrants, conversion rights, or other equity features. The Trust typically purchases these investments, which are not publicly tradable, directly from their issuers in private placement transactions. These investments are typically made to small or middle market companies. In addition, the Trust may invest, subject to certain limitations, in marketable debt securities (including high yield and/or investment grade securities) and marketable common stocks. Below-investment grade or high yield securities have predominantly speculative characteristics with respect to the capacity of the issuer to pay interest and repay capital.

In 1998, the Board of Trustees authorized the formation of a wholly-owned subsidiary of the Trust (“CI Subsidiary Trust”) for the purpose of holding certain investments. The results of CI Subsidiary Trust are consolidated in the accompanying financial statements. Footnote 2.D below discusses the Federal tax consequences of the CI Subsidiary Trust.

2.Significant Accounting Policies

The following is a summary of significant accounting policies followed consistently by the Trust in the preparation of its consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

The Trustees have determined that the Trust is an investment company in accordance with Accounting Standards Codification (“ASC”) 946, Financial Services – Investment Companies, for the purpose of financial reporting.

 

A. Fair Value Measurements:

Under U.S. GAAP, fair value represents the price that should be received to sell an asset (exit price) in an orderly transaction between willing market participants at the measurement date.

Determination of Fair Value

The determination of the fair value of the Trust’s investments is the responsibility of the Trust’s Board of Trustees (the “Trustees”). The Trustees have adopted procedures for the valuation of the Trust’s securities and have delegated responsibility for applying those procedures to Barings. Barings has established a Pricing Committee which is responsible for setting the guidelines used in following the procedures adopted by the Trustees 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 Trustees meet at least once each quarter to approve the value of the Trust’s portfolio securities as of the close of business on the last business day of the preceding quarter. This valuation requires the approval of a majority of the Trustees of the Trust, including a majority of the Trustees who are not interested persons of the Trust or of Barings. In approving valuations, the Trustees will consider reports by Barings analyzing each portfolio security in accordance with the procedures and guidelines referred to above, which include the relevant factors referred to below. Barings has agreed to provide such reports to the Trust at least quarterly. The consolidated financial statements include private placement restricted securities valued at $263,069,206 (86.34% of net assets) as of December 31, 2020 the values of which have been estimated by the Trustees based on the process described above in the absence of readily ascertainable market values. Due to the inherent uncertainty of valuation, those estimated values may differ significantly from the values that would have been used had a ready market for the securities existed, and the differences could be material.

Independent Valuation Process

The fair value of bank loans and equity investments that are unsyndicated or for which market quotations are not readily available, including middle-market bank loans, will be submitted to an independent provider to perform an independent valuation on those bank loans and equity investments as of the end of each quarter. Such bank loans and equity investments will be held at cost until such time as they are sent to the valuation provider for an initial valuation subject to override by the Adviser should it

 


 

 

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determine that there have been material changes in interest rates and/or the credit quality of the issuer. The independent valuation provider applies various methods (synthetic rating analysis, discounting cash flows, and re-underwriting analysis) to establish the rate of return a market participant would require (the “discount rate”) as of the valuation date, given market conditions, prevailing lending standards and the perceived credit quality of the issuer. Future expected cash flows for each investment are discounted back to present value using these discount rates in the discounted cash flow analysis. A range of value will be provided by the valuation provider and the Adviser will determine the point within that range that it will use in making valuation recommendations to the Trustees, and will report to the Trustees on its rationale for each such determination. The Adviser will continue to use its internal valuation model as a comparison point to validate the price range provided by the valuation provider and, where applicable, in determining the point within that range that it will use in making valuation recommendations to the Trustees. If the Advisers’ Pricing Committee disagrees with the price range provided, it may make a fair value recommendation to the Trustees that is outside of the range provided by the independent valuation provider, and will notify the Trustees of any such override and the reasons therefore. In certain instances, the Trust may determine that it is not cost-effective, and as a result is not in the shareholders’ best interests, to request the independent valuation firm to perform the Procedures on certain investments. Such instances include, but are not limited to, situations where the fair value of the investment in the portfolio company is determined to be insignificant relative to the total investment portfolio. Finally, the Trustees determined in good faith that the Trust’s investments were valued at fair value in accordance with the Trust’s valuation policies and procedures and the 1940 Act based on, among other things, the input of Barings, the Trust’s Audit Committee and the independent valuation firm.

Following is a description of valuation methodologies used for assets recorded at fair value:

Corporate Public Securities at Fair Value – Bank Loans, Corporate Bonds, Preferred Stocks and Common Stocks

The Trust uses external independent third-party pricing services to determine the fair values of its Corporate Public Securities. At December 31, 2020, 100% of the carrying value of these investments was from external pricing services. In the event that the primary pricing service does not provide a price, the Trust utilizes the pricing provided by a secondary pricing service.

 

 

Public debt securities generally trade in the over-the-counter market rather than on a securities exchange. The Trust’s pricing services use multiple valuation techniques to determine fair value. In instances where significant market activity exists, the pricing services may utilize a market based approach through which quotes from market makers are used to determine fair value. In instances where significant market activity may not exist or is limited, the pricing services also utilize proprietary valuation models which may consider market characteristics such as benchmark yield curves, option adjusted spreads, credit spreads, estimated default rates, coupon rates, anticipated timing of principal underlying prepayments, collateral, and other unique security features in order to estimate the relevant cash flows, which are then discounted to calculate the fair value.

The Trust’s investments in bank loans are normally valued at the bid quotation obtained from dealers in loans by an independent pricing service in accordance with the Trust’s valuation policies and procedures approved by the Trustees.

Public equity securities listed on an exchange or on the NASDAQ National Market System are valued at the last quoted sales price of that day.

At least annually, Barings conducts reviews of the primary pricing vendors to validate that the inputs used in that vendors’ pricing process are deemed to be market observable as defined in the standard. While Barings is not provided access to proprietary models of the vendors, the reviews have included on-site walk-throughs of the pricing process, methodologies and control procedures for each asset class and level for which prices are provided. The reviews also include an examination of the underlying inputs and assumptions for a sample of individual securities across asset classes, credit rating levels and various durations. In addition, the pricing vendors have an established challenge process in place for all security valuations, which facilitates identification and resolution of prices that fall outside expected ranges. Barings believes that the prices received from the pricing vendors are representative of prices that would be received to sell the assets at the measurement date (exit prices) and are classified appropriately in the hierarchy.

Corporate Restricted Securities at Fair Value – Bank Loans, Corporate Bonds

The fair value of certain notes is generally 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

 

 

 

 

41

 

Barings Corporate Investors

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

 

 

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 generally 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 is still evaluating the impact of this accounting standard.

Fair Value Hierarchy

The Trust categorizes its investments measured at fair value in three levels, based on the inputs and assumptions used to determine fair value. These levels are as follows:

Level 1 – quoted prices in active markets for identical securities

Level 2 – other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)

Level 3 – significant unobservable inputs (including the Trust’s own assumptions in determining the fair value of investments)

 

 

 

 

 

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The following table summarizes the levels in the fair value hierarchy into which the Trust’s financial instruments are categorized as of December 31, 2020.

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 December 31, 2020 are as follows:

 

Assets:  Total   Level 1   Level 2   Level 3 
Restricted Securities                    
Corporate Bonds  $61,837,904   $   $23,656,944   $38,180,960 
Bank Loans   195,016,258        6,315,909    188,700,349 
Common Stock - U.S.   5,606,851        59,370    5,547,481 
Preferred Stock   5,708,090            5,708,090 
Partnerships and LLCs   18,557,047            18,557,047 
Public Securities                    
Bank Loans   11,199,247        8,908,529    2,290,718 
US Government Discount                
Corporate Bonds   5,094,802        5,094,802     
Common Stock - U.S.   325,421    1,069        324,352 
Preferred Stock   1,005,200        1,005,200     
Short-term Securities   4,997,061    1,998,462    2,998,599     
Total  $309,347,881   $1,999,531   $48,039,353   $259,308,997 

 See information disaggregated by security type and industry classification in the Consolidated Schedule of Investments.

 

Quantitative Information about Level 3 Fair Value Measurements

The following table represents quantitative information about Level 3 fair value measurements as of December 31, 2020.

 

  Fair Value Valuation Technique Unobservable
Inputs
Range Weighted*
Bank Loans $139,833,175 Market Yield Yield Analysis 5.6% - 23.8% 8.4%
           
  $2,989,782 Income Approach Implied Spread 7.4% - 15.4% 12.0%
           
Corporate Bonds $24,480,133 Income Approach Implied Spread 8.0% - 15.1% 11.1%
           
Equity Securities** $29,771,509 Enterprise Value Waterfall Approach Valuation Multiple 5.0x to 17.8x 10.7x
           
      EBITDA

$(2.3) million to

$297.9 million

$52.1 million
           
         

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 $62,234,398 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

 

 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

 

Following is a reconciliation of Level 3 assets for which significant unobservable inputs were used to determine fair value:

 

Assets:  Beginning
balance
at 12/31/2019
   Included in
earnings
   Purchases   Sales   Prepayments   Transfers
into
Level 3*
   Transfers
out
of Level 3*
   Ending
balance at
12/31/2020
 
Restricted Securities                                        
Corporate Bonds  $92,228,739   $(10,045,709)  $3,685,886   $(31,005,873)  $(16,682,083)  $   $   $38,180,960 
Bank Loans   153,784,961    (2,815,989)   56,901,645        (21,156,920)   1,986,652        188,700,349 
Common Stock - U.S.   8,865,431    1,610,393    21    (4,928,364)               5,547,481 
Preferred Stock   5,976,446    (603,162)   1,223,280    (888,474)               5,708,090 
Partnerships and LLCs   19,082,729    1,644,567    502,459    (2,672,708)               18,557,047 
Public Securities                                        
Bank Loans   3,268,022    10,000    2,290,718    (980,000)           (2,298,022)   2,290,718 
Corporate Bonds       988    125,100    (126,088)                
Common Stock       (107,722)       (1)       432,075        324,352 
Total  $283,206,328   $(10,306,634)  $64,729,109   $(40,601,508)  $(37,839,003)  $2,418,727   $(2,298,022)  $259,308,997 
*For the year ended December 31, 2020, transfers into and out of Level 3 were the result of changes in the observability of significant inputs for certain portfolio companies.

 

Income, Gains and Losses on Level 3 assets included in Net Increase in Net Assets resulting from Operations for the year are presented in the following accounts on the Statement of Operations:

 

   Net Increase /
(Decrease) in Net Assets
Resulting from
Operations
   Change in Unrealized
Gains & (Losses) in
Net Assets from
assets still held
 
         
Interest (Amortization)  $822,763   $ 
           
Net realized gain on investments before taxes   2,028,180     
           
Net change in unrealized depreciation of investments before taxes   (13,157,577)   (11,810,234)

 

 

 

 

 

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 nonaccrual 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 December 31, 2020, the fair value of the Trust’s nonaccrual assets was $9,676,700, or 3.1% of the total fair value of the Trust’s portfolio, and the cost of the Trust’s nonaccrual assets was $21,900,007, or 6.9% 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

 

 

 


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 2020 Annual Report

 

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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 December 31, 2020, the fair value of the Trust’s PIK non-accrual assets was $4,160,905, or 1.3% of the total fair value of the Trust’s portfolio, and the cost of the Trust’s PIK non-accrual assets was $4,955,476, or 1.6% of the total cost of the Trust’s portfolio.

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. In 2020, the Trust incurred $66,169 of tax as a result of retained capital gains.

 

 

The Trust is taxed as a regulated investment company and is therefore limited as to the amount of non-qualified income that it may receive as the result of operating a trade or business, e.g. the Trust’s pro rata share of income allocable to the Trust by a partnership operating company. The Trust’s violation of this limitation could result in the loss of its status as a regulated investment company, thereby subjecting all of its net income and capital gains to corporate taxes prior to distribution to its shareholders. The Trust, from time-to-time, identifies investment opportunities in the securities of entities that could cause such trade or business income to be allocable to the Trust. The CI 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.

Net investment income and net realized gains or losses of the Trust as presented under U.S. GAAP may differ from distributable taxable earnings due to earnings from the CI Subsidiary Trust as well as certain permanent and temporary differences in the recognition of income and realized gains or losses on certain investments. In accordance with U.S. GAAP, the Trust has made reclassifications among its capital accounts. These reclassifications are intended to adjust the components of net assets to reflect the tax character of permanent book/tax differences and have no impact on the net assets or net asset value of the Trust. As of December 31, 2020, the Trust made reclassifications to increase or (decrease) the components of net assets detailed below:

Paid-In
Capital
   Total Distributable
Earnings
   Retained
Capital Gains
$(441,231)  $126,142   $315,089

 

The Trusts’ current income tax benefit as shown on the Statement of Operations is $(1,080,967) which is comprised of excise tax expense related to the regulated investment company of $441,231 as well as tax benefit related to the CI Subsidiary Trust as described in the table below of $(1,522,198).

The CI Subsidiary Trust is not taxed as a regulated investment company. Accordingly, prior to the Trust receiving any distributions from the CI Subsidiary Trust, all of the CI Subsidiary Trust’s taxable income and realized gains, including non-qualified income and realized gains, is subject to taxation at prevailing corporate tax rates. The CI Subsidiary Trust had $383,137 of taxable income as of December 31, 2020.

 

 

 

 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

 

 

 

The components of income taxes included in the CI Subsidiary Trust were as follows:

Income tax expense (benefit)

 

Current:    
Federal  $(1,249,899)
State   (272,299)
Total current  $(1,522,198)
Deferred:     
Federal  $ 
State    
Total deferred    
Total income tax benefit from continuing operations  $(1,522,198)
      

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 December 31, 2020, the CI Subsidiary Trust has no net deferred tax liability.

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities as of December 31, 2020 were as follows:

Deferred tax assets/(liabilities):

 

Net operating loss carryover  $316,557 
Total deferred tax assets   316,557 
Less valuation allowance   (290,276)
Net deferred tax asset   26,281 
Unrealized gain on investments   (26,281)
Total deferred tax liabilities   (26,281)
Net deferred tax liability  $ 

 

The Trust recognizes a tax benefit from an uncertain position only if it is more likely than not that the position is sustainable, based solely on its technical merits and consideration of the relevant taxing authority’s widely understood administrative practices and precedents. If this threshold is met, the Trust measures the tax benefit as the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. Tax positions not deemed to meet the “more-likely-than-not” threshold are reserved and recorded as a tax benefit or expense in the current year. All penalties and interest associated with income taxes are included in income tax expense. The Trust has evaluated and determined that the tax positions did not have a material effect on the Trust’s financial position and results of operations for the year ended December 31, 2020.

 

A reconciliation of the differences between the Trust’s income tax expense and the amount computed by applying the prevailing U.S. Federal tax rate to pretax income for the year ended December 31, 2020 is as follows:

    

Amount

    

Percentage

 
Provision for income taxes at the U.S. federal rate  $80,459    21.00%
State tax, net of federal effect   17,529    4.58%
Change in valuation allowance   (359,787)   (93.91)%
True-up   (1,260,399)   (328.97)%
Income tax benefit  $(1,522,198)   (397.30)%

Each of the Trust’s Federal tax returns for the prior three fiscal years remains subject to examination by the Internal Revenue Service.

E. Distributions to Shareholders:

The Trust records distributions to shareholders from distributable earnings, if any, on the ex-dividend date. The Trust’s dividend is declared four times per year, in April, July, October, and December. The Trust’s net realized capital gain distribution, if any, is declared in December.

The tax basis components of distributable earnings at December 31, 2020 are as follows:

 

Undistributed Ordinary Income  $7,835,821 
Accumulated Realized Gain   12,159,644 
Net Unrealized Appreciation/(Depreciation)  $(8,073,890)

The differences between book-basis and tax-basis unrealized appreciation/(depreciation) are primarily due to partnership investments.

The following information is provided on a tax basis as of December 31, 2020:

 

     
Tax Cost  $317,421,770 
Tax Unrealized Appreciation   18,974,510 
Tax Unrealized Depreciation   (27,048,400)
Net Unrealized Depreciation   (8,073,890)

The tax character of distributions declared during the years ended December 31, 2020 and 2019 was as follows:

Distributions paid from:  2020   2019 
           
Ordinary Income  $19,451,250   $24,208,554 

 

 

 

 

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3.Investment Services Contract

A. Services:

Under an Investment Services Contract (the “Contract”) with the Trust, Barings agrees to use its best efforts to present to the Trust a continuing and suitable investment program consistent with the investment objectives and policies of the Trust. Barings represents the Trust in any negotiations with issuers, investment banking firms, securities brokers or dealers and other institutions or investors relating to the Trust’s investments. Under the Contract, Barings also provides administration of the day-to-day operations of the Trust and provides the Trust with office space and office equipment, accounting and bookkeeping services, and necessary executive, clerical and secretarial personnel for the performance of the foregoing services.

B. Fee:

For its services under the Contract, Barings is paid a quarterly investment advisory fee of 0.3125% of the net asset value of the Trust as of the last business day of each fiscal quarter, which is approximately equal to 1.25% annually. A majority of the Trustees, including a majority of the Trustees who are not interested persons of the Trust or of Barings, approve the valuation of the Trust’s net assets as of such day.

4.Senior Secured Indebtedness

MassMutual holds the Trust’s $30,000,000 Senior Fixed Rate Convertible Note (the “Note”) issued by the Trust on November 15, 2017. The Note is due November 15, 2027 and accrues interest at 3.53% per annum. MassMutual, at its option, can convert the principal amount of the Note into common shares. The dollar amount of principal would be converted into an equivalent dollar amount of common shares based upon the average price of the common shares for ten business days prior to the notice of conversion. For the year ended December 31, 2020, the Trust incurred total interest expense on the Note of $1,059,000.

The Trust may redeem the Note, in whole or in part, at the principal amount proposed to be redeemed together with the accrued and unpaid interest thereon through the redemption date plus a Make Whole Premium. The Make Whole Premium equals the excess of (i) the present value of the scheduled payments of principal and interest which the Trust would have paid but for the proposed redemption, discounted at the rate of interest of U.S. Treasury obligations whose maturity approximates that of the Note plus 0.50% over (ii) the principal of the Note proposed to be redeemed.

 

Management estimates that the fair value of the Note was $33,420,270 as of December 31, 2020. The fair value measurement of the Note would be categorized as a Level 3 under ASC 820.

5.Purchases and Sales of Investments

 

  

For the year ended
12/31/2020

 
  

Cost of
Investments
Acquired

  

Proceeds
from
Sales or
Maturities

 
Corporate restricted securities  $87,118,757   $92,285,782 
Corporate public securities   13,112,260    6,108,151 
6.Risks

Investment Risks

In the normal course of its business, the Trust trades various financial instruments and enters into certain investment activities with investment risks. These risks include: market risk; volatility risk; credit, counterparty and liquidity risk; loan risk; prepayment and extension risk; duration risk; below investment grade (high yield/junk bond) instruments risk; borrowing and leverage risk; and management risk. It is the Trust’s policy to identify, measure and monitor risk through various mechanisms including risk management strategies and credit policies. These include monitoring risk guidelines and diversifying exposures across a variety of instruments, markets and counterparties. There can be no assurance that the Trust will be able to implement its credit guidelines or that its risk monitoring strategies will be successful.

Impacts of COVID-19

The pandemic related to the global spread of novel coronavirus disease (COVID-19), which was first detected in December 2019, has resulted in significant disruptions to global business activity and the global economy, as well as the economies of individual countries, the financial performance of individual companies and sectors, and the securities and commodities markets in general. This pandemic, the full effects of which are still unknown, has resulted in substantial market volatility and may continue to adversely impact the prices and liquidity of the Trust’s investments and the Trust’s performance.

LIBOR

The United Kingdom’s Financial Conduct Authority (“FCA”), which regulates LIBOR, announced a desire to

 


 

 

47

 

Barings Corporate Investors

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

 

 

phase out the use of LIBOR by the end of 2021. LIBOR has historically been a common benchmark interest rate index used to make adjustments to variable-rate loans. It is used throughout global banking and financial industries to determine interest rates for a variety of financial instruments and borrowing arrangements. The transition process might lead to increased volatility and illiquidity in markets that currently rely on LIBOR to determine interest rates. It could also lead to a reduction in the value of some LIBOR-based investments held by a fund and reduce the effectiveness of new hedges placed against existing LIBOR-based investments. While some LIBOR-based instruments contemplate a scenario where LIBOR is no longer available by providing for an alternative rate-setting methodology, not all have such provisions and there may be significant uncertainty regarding the effectiveness of any such alternative methodologies. Since the usefulness of LIBOR as a benchmark could deteriorate during the transition period, these effects could occur prior to the end of 2021.

7.Commitments and Contingencies

During the normal course of business, the Trust may enter into contracts and agreements that contain a variety of representations and warranties. The exposure, if any, to the Trust under these arrangements is unknown as this would involve future claims that may or may not be made against the Trust and which have not yet occurred. The Trust has no history of prior claims related to such contracts and agreements.

At December 31, 2020, the Trust had the following unfunded commitments:

 

Investment

 

Unfunded
Amount

  

Unfunded
Value

 
Beacon Pointe Advisors, LLC  $727,273    741,575 
CORA Health Services, Inc.   162,930    164,103 
Dart Buyer, Inc   570,500    580,619 
Foundation Risk Partners, Corp. (1st Lien)   198,752    198,790 
Foundation Risk Partners, Corp. (2nd Lien)   444,444    446,032 
IGL Holdings III Corp.   1,038,136    1,037,565 
Kano Laboratories LLC   822,181    821,851 
Options Technology Ltd   698,343    700,737 
ROI Solutions, LLC   2,235,294    2,253,278 
Safety Products   905,428    905,279 
SEKO Worldwide, LLC   509,091    511,891 
Springbrook Software   932,416    935,960 

 

 

Investment

 

Unfunded
Amount

  

Unfunded
Value

 
The Hilb Group, LLC  $209,660   $209,618 
Transit Technologies LLC   1,623,627    1,537,576 
U.S. Retirement & Benefits Partners, Inc.   53,125    53,108 
Total  $11,131,200   $11,097,982 

As of December 31, 2020 unfunded commitments had unrealized depreciation of $(33,218) or (0.01)% of net assets.

8.Aggregate Remuneration Paid to Officers, Trustees and Their Affiliated Persons

For the year ended December 31, 2020, the Trust paid its Trustees aggregate remuneration of $435,950, including compensation to Mr. Joyal. During the year, the Trust did not pay any compensation to Mr. Noreen. Each of Messrs. Joyal and Noreen is an “interested person” (as defined by the 1940 Act) of the Trust.

All of the Trust’s officers are employees of Barings or MassMutual. Pursuant to the Contract, the Trust does not compensate its officers who are employees of Barings or MassMutual (except for the Chief Compliance Officer of the Trust unless assumed by Barings). For the year ended December 31, 2020, Barings paid the compensation of the Chief Compliance Officer of the Trust.

Mr. Noreen, one of the Trust’s Trustees, is an “affiliated person” (as defined by the 1940 Act) of MassMutual and Barings.

9.Certifications (Unaudited)

As required under New York Stock Exchange (“NYSE”) Corporate Governance Rules, the Trust’s principal executive officer has certified to the NYSE that she was not aware, as of the certification date, of any violation by the Trust of the NYSE’s Corporate Governance listing standards. In addition, as required by Section 302 of the Sarbanes-Oxley Act of 2002 and related SEC rules, the Trust’s principal executive and principal financial officers have made quarterly certifications, included in filings with the SEC on Forms N-CSR and N-PORT, relating to, among other things, the Trust’s disclosure controls and procedures and internal control over financial reporting, as applicable.

 

 


 

 

 

 

48

 

 2020 Annual Report

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

 

 

 

10.Quarterly Results of Investment Operations (Unaudited)

 

   March 31, 2020 
   Amount   Per Share 
Investment income  $7,961,059      
Net investment income   6,462,406   $0.32 
Net realized and unrealized loss on investments
(net of taxes)
   (23,832,259)   (1.18)

 

 

 

  June 30, 2020 
   Amount   Per Share 
Investment income  $5,713,909      
Net investment income   4,217,661   $0.21 
Net realized and unrealized loss on investments
(net of taxes)
   (376,257)   (0.02)

 

 

 

  September 30, 2020 
   Amount   Per Share 
Investment income  $5,539,424      
Net investment income   4,273,017   $0.21 
Net realized and unrealized gain on investments
(net of taxes)
   8,634,119    0.43 

 

 

 

  December 31, 2020 
   Amount   Per Share 
Investment income  $10,822,607      
Net investment income   9,433,872   $0.46 
Net realized and unrealized gain on investments
(net of taxes)
   6,521,366    0.32 

 

 

11.Subsequent Events

The Trust has evaluated the possibility of subsequent events after the balance sheet date of December 31, 2020, through the date that the financial statements are issued. The Trust has determined that there are no material events that would require recognition or disclosure in this report through this date.

 

 



 

 

49

 

 

Barings Corporate Investors

 

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Trustees of Barings Corporate Investors:

Opinion on the Financial Statements

We have audited the accompanying consolidated statement of assets and liabilities of Barings Corporate Investors and subsidiary (collectively, the “Trust”), including the consolidated schedule of investments, as of December 31, 2020, the related consolidated statements of operations and cash flows for the year then ended, the consolidated statements of changes in net assets for each of the years in the two-year period then ended, and the related notes (collectively, the “consolidated financial statements”) and the consolidated selected financial highlights (the “consolidated financial highlights”) for each of the years in the five-year period then ended. In our opinion, the consolidated financial statements and consolidated financial highlights present fairly, in all material respects, the financial position of the Trust as of December 31, 2020, the results of its operations and its cash flows for the year then ended, the changes in its net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the five-year period then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These consolidated financial statements and consolidated financial highlights are the responsibility of the Trust’s management. Our responsibility is to express an opinion on these consolidated financial statements and consolidated financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Trust in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements and consolidated financial highlights are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements and consolidated financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements and consolidated financial highlights. Such procedures also included confirmation of securities owned as of December 31, 2020, by correspondence with custodians and agent banks or by other appropriate auditing procedures when replies from agent banks were not received. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements and consolidated financial highlights. We believe that our audits provide a reasonable basis for our opinion.

 

 

We have served as the auditor of the Trust since 2004.

Boston, Massachusetts

March 1, 2021

 

50

 

2020 Annual Report

 

INTERESTED TRUSTEES

 

           
Name (Age), Address Position(s) With
The Trust(s)
Office Term and Length
of Time Served

Principal

Occupations
During Past

5 Years

Portfolios Overseen
in Fund Complex
Other Directorships
Held by Director
           
           

Clifford M. Noreen* (63)

 

300 South Tryon Street,

Suite 2500

Charlotte, NC 28202

Trustee /

Nominee

Chairman

Term expires

2021; Trustee

since 2009

Head of Global Investment Strategy (since 2019); Deputy Chief Investment Officer and Managing Director (2016-2018), MassMutual; President (2008-2016), Vice Chairman (2007-2008), Member of the Board of Managers (2006-2016), Managing Director (2000-2016), Barings; President (2005-2009), Vice President (1993-2005) of the Trusts. 2

Chairman and Trustee (since 2009), President (2005-2009), Vice President (1993-2005), Barings Participation Investors; President (2009-2015), Senior Vice President (1996-2009), HYP Management LLC (LLC Manager); Member of the Board of Managers (since 2008), Jefferies Finance LLC (finance company); Chairman (since 2009), Trustee (since 2005), President (2005-2009), CI Subsidiary Trust and PI Subsidiary Trust; Member of the Investment Committee (since 1999), Diocese of Springfield; Member of the Investment Committee (since 2005), Baystate Health Systems; Member of the Board of Managers (2011-2016), Wood Creek Capital Management, LLC (investment advisory firm); Director (2005-2013), MassMutual Corporate Value Limited (investment company); Director (2005-2013), MassMutual Corporate Value Partners Limited (investment company).

 

 

 

 

 

 

           
           
*Mr. Noreen is classified as an “interested person” of each Trust and Barings (as defined by the 1940 Act), because of his position as an Officer of each Trust and his former position as President of Barings.

 

 

 

 

 

 

 

 

 

 

 

 

51

 

Barings Corporate Investors

 

INTERESTED TRUSTEES

 

 

           
Name (Age), Address Position(s) With
The Trust(s)
Office Term and Length
of Time Served

Principal 

Occupations
During Past

5 Years

Portfolios Overseen
in Fund Complex
Other Directorships
Held by Director
           
           

Robert E. Joyal* (76)

 

300 South Tryon Street,

Suite 2500

Charlotte, NC 28202

Trustee

Term expires

2021; Trustee

since 2003

Retired (since 2003); President (2001-2003), Barings; President (1993-2003) of the Trusts. 2 Trustee (since 2003), President (1993-2003), Barings Participation Investors; Trustee (2003-2020), MassMutual Select Funds (open-end investment company advised by MassMutual); Trustee (2003-2020), MML Series Investment Funds (open-end investment company advised by MassMutual); Trustee (2012-2020), MML Series Investment Funds II (open-end investment company advised by MassMutual); Trustee (2012-2020), MassMutual Premier Funds (open-end investment company advised by MassMutual); Director (2013-2018), Leucadia National Corporation (holding company owning businesses ranging from insurance to telecommunications); Director (2012-2017), Ormat Technologies, Inc. (geothermal energy company); Director (2013-2016), Baring Asset Management (Korea) Limited (company that engages in asset management, business administration and investment management); Director (2006-2014), Jefferies Group, Inc. (financial services); Director (2018-2021) Jefferies Financial Group (financial services).
           
           
*Mr. Joyal retired as President of Barings in June 2003. In addition and as noted above, Mr. Joyal was a former Director of Jefferies Financial Group, which is the parent company of Jefferies Finance, LLC, and a former Director of Jefferies Group, Inc., which has a wholly-owned broker-dealer subsidiary that may execute portfolio transactions and/or engage in principal transactions with the Trusts, other investment companies advised by Barings or any other advisory accounts over which Barings has brokerage placement discretion. Accordingly, the Trusts have determined to classify Mr. Joyal as an “interested person” of the Trusts and Barings (as defined by the 1940 Act).

 

52

 

2020 Annual Report

 

INDEPENDENT TRUSTEES

 

           
Name (Age), Address Position(s) With
The Trust(s)
Office Term and Length
of Time Served

Principal 

Occupations
During Past

5 Years

Portfolios Overseen
in Fund Complex
Other Directorships
Held by Director
           
           

Michael H. Brown (63)

 

300 South Tryon Street,

Suite 2500

Charlotte, NC 28202

Trustee

Term expires

2023; Trustee

since 2005

Private Investor; Managing Director (1994-2005), Morgan Stanley. 2 Trustee (since 2005), Barings Participation Investors; Independent Director (2006-2014), Invicta Holdings LLC and its subsidiaries (derivative trading company owned indirectly by MassMutual).
           

Barbara M. Ginader (64)

 

300 South Tryon Street,

Suite 2500

Charlotte, NC 28202

Trustee

Term expires

2023; Trustee

since 2013

Retired (since 2018); Managing Director and General Partner (1993-2018), Boston Ventures Management (private equity firm). 2 Trustee (since 2013), Barings Participation Investors; Member of the Board of Overseers (2013-2014), MSPCA-Angell Memorial Hospital; Member of the Grants Committee (2012-2017), IECA Foundation; Managing Director (1993-2018), Boston Ventures IV, L.P., Boston Ventures V, L.P. and Boston Ventures VI, L.P. (private equity funds).
           

Edward P. Grace III (70)

 

300 South Tryon Street,

Suite 2500

Charlotte, NC 28202

Trustee /

Nominee

Term expires

2021; Trustee

since 2012

President (since 1997), Phelps Grace International, Inc. (investment management); Managing Director (1998-2018), Grace Venture Partners LP (venture capital fund); Senior Advisor (2011-2017), Angelo Gordon & Co. (investment adviser). 2 Trustee (since 2012), Barings Participation Investors; Director (since 2012), Benihana, Inc. (restaurant chain); Director (2011-2018), Firebirds Wood Fired Holding Corporation (restaurant chain); Director (since 1998), Shawmut Design and Construction (construction management and general contracting firm); Director (2010-2017), Larkburger, Inc. (restaurant chain).
           

Susan B. Sweeney (68)

 

300 South Tryon Street,

Suite 2500

Charlotte, NC 28202

Trustee

Term expires

2022; Trustee

since 2012

Retired (since 2014); Senior Vice President and Chief Investment Officer (2010-2014), Selective Insurance Company of America; Senior Managing Director (2008-2010), Ironwood Capital. 111 Trustee (since 2012), Barings Participation Investors; Trustee (since 2009), MassMutual Select Funds (open-end investment company advised by MassMutual); Trustee (since 2009), MML Series Investment Funds (open-end investment company advised by MassMutual); Trustee (since 2012), MML Series Investment Funds II (open-end investment company advised by MassMutual); Trustee (since 2012), MassMutual Premier Funds (open-end investment company advised by MassMutual).
           
           

 

53

 

Barings Corporate Investors

 

INDEPENDENT TRUSTEES

 

           
Name (Age), Address Position(s) With
The Trust(s)
Office Term and Length
of Time Served

Principal 

Occupations
During Past

5 Years

Portfolios Overseen
in Fund Complex
Other Directorships
Held by Director
           
           

Maleyne M. Syracuse (64)

 

300 South Tryon Street,

Suite 2500

Charlotte, NC 28202

Trustee

Term expires

2023; Trustee

since 2007

Private Investor (since 2007); Managing Director (2000-2007), JP Morgan Securities, Inc. (investment banking); Managing Director (1999-2000), Deutsche Bank Securities; Managing Director (1981-1999), Bankers Trust/BT Securities. 2 Trustee (since 2007), Barings Participation Investors; Member of the Board of Directors (since 1998) and President of the Board (since 2002), Peters Valley School of Craft (non-profit arts organization); Member of the Board of Directors (since 2014) and Treasurer (since 2017), Charles Lawrence Keith & Clara Miller Foundation (non-profit philanthropic foundation); Member of the Board of Directors (since 2015) and Treasurer of the Board (since 2016), Greater Pike Community Foundation (non-profit philanthropic foundation).
         

 

 

 

 

 

 

 

 

 

 

           

 

54

 

2020 Annual Report

 

OFFICERS OF THE TRUST

 

       
Name (Age), Address

Position(s) With the

Trust(s)

Time

Served

Principal Occupation(s)

During the Past 5 Years

       
       

Christina Emery (47)

 

300 South Tryon Street

Suite 2500

Charlotte, NC 28202

President Since 2020 Managing Director (since 2011), Director (2007-2011), Associate Director (2005-2007), Barings; President (since 2020), Vice President (2018-2020), Barings Participation Investors; Trustee (since 2020), President (since 2020), CI Subsidiary Trust and PI Subsidiary Trust; Member of the Investment Committee (since 2018), Tower Square Capital Partners II/III/IV; Member of the Investment Committee and Principal (since 2020), Barings Small Business Fund.
       

Jonathan Bock (39)

 

300 South Tryon Street

Suite 2500

Charlotte, NC 28202

Chief

Financial

Officer

Since 2020 Managing Director (since 2018), Barings; Chief Financial Officer (since 2020) Barings Participation Investors, Trustee (since 2020), Treasurer (since 2020), CI Subsidiary Trust and PI Subsidiary Trust; Chief Financial Officer (since 2018), Barings BDC, Inc. (business development company advised by Barings); Chief Financial Officer (since 2020), Barings Capital Investment Corporation (business development company advised by Barings); Managing Director (2011-2018), Wells Fargo.
       

Jill Dinerman (44)

 

300 South Tryon Street

Suite 2500

Charlotte, NC 28202

Chief Legal Officer Since 2020 General Counsel (since 2020), Managing Director (since 2016), Deputy General Counsel (January-November 2020), Corporate Secretary (2018-2020), Associate General Counsel (2018-2020), Senior Counsel (2016-2018), Counsel and Director (2011-2016), Barings; Chief Legal Officer (since 2020), Assistant Secretary (2019-2020), Barings Participation Investors; Vice President (since 2020), CI Subsidiary Trust and PI Subsidiary Trust; Chief Legal Officer and Secretary (since 2020), Assistant Secretary (2019-2020), Barings Funds Trust (open-end Investment company advised by Barings); Chief Legal Officer and Secretary (since 2020), Assistant Secretary (2019-2020), Barings Global Short Duration High Yield Fund (closed-end investment company advised by Barings); Chief Legal Officer (since 2020), Assistant Secretary (2019-2020), Barings BDC, Inc. (business development company advised by Barings); Chief Legal Officer (since 2020), Barings Capital Investment Corporation (business development company advised by Barings); Director (since 2019), Baring International Investments Limited.
       

Michael Cowart (38)

 

300 South Tryon Street

Suite 2500

Charlotte, NC 28202

Chief Compliance Officer Since 2020 Director (since 2018), Barings; Chief Compliance Officer (since 2020), Barings Participation Investors; Chief Compliance Officer (since 2020), Barings Funds Trust (open-end investment company advised by Barings); Chief Compliance Officer (since 2020), Barings Global Short Duration High Yield Fund (closed-end investment company advised by Barings); Chief Compliance Officer (since 2020), Barings BDC, Inc. (business development company advised by Barings); Chief Compliance Officer (since 2020), Barings Capital Investment Corporation (business development company advised by Barings); Chief Compliance Officer (since 2019), Barings Securities LLC.

 

 

 

 

55

 

Barings Corporate Investors

 

OFFICERS OF THE TRUST

 

 

       
Name (Age), Address

Position(s) With the

Trust(s)

Time

Served

Principal Occupation(s)

During the Past 5 Years

       
       

Elizabeth Murray (43)

 

300 South Tryon Street

Suite 2500

Charlotte, NC 28202

Principal Accounting Officer Since 2020 Managing Director (since 2020), Director (2018-2020), Barings; Principal Accounting Officer (since 2020), Barings Participation Investors; Controller (since 2020), CI Subsidiary Trust and PI Subsidiary Trust; Treasurer (since 2020), Barings Funds Trust (open-end investment company advised by Barings); Treasurer (since 2020), Barings Global Short Duration High Yield Fund (closed-end investment company advised by Barings); Principal Accounting Officer (since 2020), Director of External Reporting (2018-2020), Barings BDC, Inc. (business development company advised by Barings); Principal Accounting Officer (since 2020), Barings Capital Investment Corporation (business development company advised by Barings); Principal Accounting Officer (since 2019), Jocassee Partners LLC; Vice President of Financial Reporting (2012-2018), Barings BDC, Inc. (f/k/a Triangle Capital Corporation).
       

Christopher Hanscom (38)

 

300 South Tryon Street

Suite 2500

Charlotte, NC 28202

Treasurer Since 2017 Director (since 2018), Associate Director (2015-2018), Analyst (2005-2015), Barings; Treasurer (since 2017), Barings Participation Investors; Assistant Controller (since 2020), CI Subsidiary Trust and PI Subsidiary Trust.
       

Ashlee Steinnerd (39)

 

300 South Tryon Street

Suite 2500

Charlotte, NC 28202

Secretary Since 2020 Director (since 2019), Barings; Secretary (since 2020) Barings Participation Investors; Secretary (since 2020), CI Subsidiary Trust and PI Subsidiary Trust; Secretary (since 2020), Barings BDC, Inc. (business development company advised by Barings); Secretary (since 2020), Barings Capital Investment Corporation (business development company advised by Barings); Senior Counsel (2011-2019), Securities and Exchange Commission.
       

Alexandra Pacini (28)

 

300 South Tryon Street

Suite 2500

Charlotte, NC 28202

Assistant Secretary Since 2020 Analyst (since 2017), Barings; Assistant Secretary (since 2020), Barings Participation Investors; Assistant Secretary (since 2020), CI Subsidiary Trust and PI Subsidiary Trust; Assistant Secretary (since 2020), Barings Funds Trust (open-end investment company advised by Barings); Assistant Secretary (since 2020), Barings Global Short Duration High Yield Fund (closed-end investment company advised by Barings); Assistant Secretary (since 2020), Barings BDC, Inc. (business development company advised by Barings).
       

Sean Feeley (53)

 

300 South Tryon Street

Suite 2500

Charlotte, NC 28202

Vice

President

Since 2011 Managing Director (since 2003), Barings; Vice President (since 2011), Barings Participation Investors; Vice President (since 2011), CI Subsidiary Trust and PI Subsidiary Trust; President (since 2017), Vice President (2012-2017), Barings Global Short Duration High Yield Fund (closed-end investment company advised by Barings).
       

Jonathan Landsberg (36)

 

300 South Tryon Street

Suite 2500

Charlotte, NC 28202

Vice

President

Since 2020 Director (since 2018), Barings; Vice President (since 2020), Barings Participation Investors; Vice President (since 2020), CI Subsidiary Trust and PI Subsidiary Trust; Director of Finance and Head of Investor Relations (since 2020), Assistant Director of Finance (2018-2020), Barings BDC, Inc. (business development company advised by Barings); Director of Finance and Head of Investor Relations (since 2020), Barings Capital Investment Corporation (business development company advised by Barings); Principal (since 2019), Jocassee Partners LLC; Board Member (since 2020), Thompson Rivers LLC; Research Analyst (2014-2018), Wells Fargo Securities.
*Officers hold their position with the Trusts until a successor has been duly elected and qualified. Officers are generally elected annually by the Board of each Trust. The officers were last elected on October 21, 2020.  

 

56

 

Barings Corporate Investors

 

 

DIVIDEND REINVESTMENT AND SHARE PURCHASE PLAN

 

Barings Corporate Investors (the “Trust”) offers a Dividend Reinvestment and Share Purchase Plan (the “Plan”). The Plan provides a simple way for shareholders to add to their holdings in the Trust through the receipt of dividend shares issued by the Trust or through the investment of cash dividends in Trust shares purchased in the open market. A shareholder may join the Plan by filling out and mailing an authorization card to DST Systems, Inc., the Transfer Agent.

Participating shareholders will continue to participate until they notify the Transfer Agent, in writing, of their desire to terminate participation. Unless a shareholder elects to participate in the Plan, he or she will, in effect, have elected to receive dividends and distributions in cash. Participating shareholders may also make additional contributions to the Plan from their own funds. Such contributions may be made by personal check or other means in an amount not less than $10 nor more than $5,000 per quarter. Cash contributions must be received by the Transfer Agent at least five days (but no more then 30 days) before the payment date of a dividend or distribution.

Whenever the Trust declares a dividend payable in cash or shares, the Transfer Agent, acting on behalf of each participating shareholder, will take the dividend in shares only if the net asset value is lower than the market price plus an estimated brokerage commission as of the close of business on the valuation day. The valuation day is the last day preceding the day of dividend payment.

When the dividend is to be taken in shares, the number of shares to be received is determined by dividing the cash dividend by the net asset value as of the close of business on the valuation date or, if greater than net asset value, 95% of the closing share price. If the net asset value of the shares is higher than the market value plus an estimated commission, the Transfer Agent, consistent with obtaining the best price and execution, will buy shares on the open market at current prices promptly after the dividend payment date.

The reinvestment of dividends does not, in any way, relieve participating shareholders of any federal, state or local tax. For federal income tax purposes, the amount reportable in respect of a dividend received in newly-issued shares of the Trust will be the fair market value of the shares received, which will be reportable as ordinary income and/or capital gains.

As compensation for its services, the Transfer Agent receives a fee of 5% of any dividend and cash contribution (in no event in excess of $2.50 per distribution per shareholder.)

Any questions regarding the Plan should be addressed to DST Systems, Inc., Agent for Barings Corporate Investors’ Dividend Reinvestment and Share Purchase Plan, P.O. Box 219086, Kansas City, MO 64121-9086.

 

     
Members of the Board of Trustees

Michael H. Brown*

Private Investor

Barbara M. Ginader*

Retired Managing Director and General Partner

Boston Ventures Management

Edward P. Grace*

President

Phelps Grace International, Inc

 

Robert E. Joyal

Retired President,

Barings

Clifford M. Noreen

Head of Global Investment Strategy

Massachusetts Mutual Life Insurance Company

 

Susan B. Sweeney*

Private Investor

Maleyne M. Syracuse*

Private Investor

   
 
Officers

Clifford M. Noreen

Chairman

Christina Emery

President

Jonathan Bock

Chief Financial Officer

 

Jill Dinerman

Chief Legal Officer

Michael Cowart

Chief Compliance Officer

Elizabeth Murray

Principal Accounting Officer

 

Christopher Hanscom

Treasurer

Ashlee Steinnerd

Secretary

Alexandra Pacini

Assistant Secretary

 

Sean Feeley

Vice President

Jonathan Landsberg

Vice President

 

 

 

 

 

 

 

 

* Member of the Audit Committee

 

 

 

 

 
     
 

Barings

CORPORATE INVESTORS

2020 Annual Report

 
     
 











































CI6369 

 

 

 

 

ITEM 2. CODE OF ETHICS.

 

The Registrant adopted a Code of Ethics for Senior Financials Officers (the "Code") on October 17, 2003, which is available on the Registrant's website at www.barings.com/mci. During the period covered by this Form N-CSR, there were no amendments to, or waivers from, the Code.

 

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

 

The Registrant's Board of Trustees has determined that Mr. Michael H. Brown, a Trustee of the Registrant and a member of its Audit Committee, is an audit committee financial expert. Mr. Brown is "independent" for purposes of this Item 3 as required by applicable regulation.

 

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

 

The Registrant has engaged its principal accountant, KPMG LLP, to perform audit services, audit-related services, tax services and other services during the past two fiscal years. The following table details the aggregate fees billed or expected to be billed for each of the last two fiscal years by KPMG LLP.

 

Fees Billed to the Registrant:

   

   

KPMG LLP

Year Ended

 December 31,

2020

   

KPMG LLP

Year Ended

 December 31,

2019

 
Audit Fees   $ 144,722     $ 134,722  
Audit-Related Fees     0       0  
Tax Fees     51,665       51,665  
All Other Fees     0       0  
Total Fees   $ 196,387     $ 186,387  


 Non-Audit Fees Billed to Barings and MassMutual:

   

KPMG LLP

Year Ended

December 31,

2020

   

KPMG LLP

Year Ended

December 31,

2019

 
Audit-Related Fees   $ 2,701,000     $ 1,939,000  
Tax Fees     7,354,000       4,707,000  
All Other Fees     84,000       138,000  
Total Fees   $ 10,139,000     $ 6,784,000  


 

The category "Audit Fees" refers to performing an audit of the Registrant's annual financial statements or services that are normally provided by the principal accountant in connection with statutory and regulatory filings or engagements for those fiscal years. The category "Audit-Related Fees" reflects fees billed by KPMG LLP for various non-audit and non-tax services rendered to the Registrant, Barings and MassMutual, such as a SOC - 1 review, consulting and agreed upon procedures reports. Preparation of Federal, state and local income tax and tax compliance work are representative of the fees reported in the "Tax Fees" category. The category "All Other Fees" represents fees billed by KPMG LLP for consulting rendered to the Registrant, Barings and MassMutual.

 

 

 

 

The Sarbanes-Oxley Act of 2002 and its implementing regulations allow the Registrant's Audit Committee to establish a pre-approval policy for certain services rendered by the Registrant's principal accountant. During 2020, the Registrant's Audit Committee approved all of the services rendered to the Registrant by KPMG LLP and did not rely on such a pre-approval policy for any such services.

 

The Audit Committee has also reviewed the aggregate fees billed for professional services rendered by KPMG LLP for 2019 and 2020 for the Registrant and for the non-audit services provided to Barings, and Barings' parent, MassMutual. As part of this review, the Audit Committee considered whether the provision of such non-audit services was compatible with maintaining the principal accountant's independence.

 

The 2019 fees billed represent final 2019 amounts, which may differ from the preliminary figures available as of the filing date of the Registrant's 2019 Annual Form N-CSR and includes, among other things, fees for services that may not have been billed as of the filing date of the Registrant's 2019 Annual Form N-CSR, but are now properly included in the 2019 fees billed to the Registrant, Barings and MassMutual.

  

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

 

The Registrant maintains an Audit Committee composed exclusively of Trustees of the Registrant who qualify as "independent" Trustees under the current listing standards of the New York Stock Exchange and the rules of the U.S. Securities and Exchange Commission. The Audit Committee operates pursuant to a written Audit Committee Charter, which is available (1) on the Registrant's website, www.barings.com/mci; and (2) without charge, upon request, by calling, toll-free 866-399-1516. The current members of the Audit Committee are Michael H. Brown, Barbara M. Ginader, Edward P. Grace, III, Susan B. Sweeney and Maleyne M. Syracuse.

  

ITEM 6. SCHEDULE OF INVESTMENTS

 

A schedule of investments for the Registrant is included as part of this report to shareholders under Item 1 of this Form N-CSR.

  

ITEM 7.  DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

 

Summary of Barings’ Global Proxy Voting Policy:

 

Barings understands that the voting of proxies is an integral part of its investment management responsibilities and believes, as a general principle, that proxies should be acted upon (voted or abstained) solely in the best interest of its clients (i.e. in a manner believed by Barings to best pursue a client’s investment objectives). To implement this general principle, Barings engages a proxy service provider (“Service Provider”) that is responsible for processing and maintaining records of proxy votes. In addition, the Service Provider, a recognized authority on proxy voting and corporate governance, provides research and recommendations (including environmental, social and governance topics on proxies to Barings as its research provider (the “Research Provider”) . It is Barings’ Global Proxy Voting Policy to generally vote all Client proxies for which it has proxy voting discretion in accordance with the recommendations of the Research Provider or with the Research Provider’s proxy voting guidelines (“Guidelines”), in absence of a recommendation. In circumstances where the Research Provider has not provided a recommendation or has not contemplated an issue within its Guidelines, the proxy will be analyzed on a case-by-case basis.

 

Barings recognizes that there are times when it is in the best interest of clients to vote proxies (i) against the Research Provider’s recommendations or (ii) in instances where the Research Provider has not provided a recommendation vote against the Guidelines. Barings can vote, in whole or in part, against the Research Provider’s recommendations or Guidelines, as it deems appropriate. The procedures set forth in the Global Proxy Voting Policy are designed to ensure that votes against the Research Provider’s recommendations or Guidelines are made in the best interests of clients and are not the result of any material conflict of interest (“Material Conflict”). For purposes of the Global Proxy Voting Policy, a Material Conflict is defined as any position, relationship or interest, financial or otherwise, of Barings or a Barings associate that could reasonably be expected to affect the independence or judgment concerning proxy voting.

 

Summary of Barings’ Proxy Voting Procedures:

 

Typically, Barings will vote all client proxies for which it has proxy voting discretion, where no Material Conflict exists, in accordance with the Research Provider’s recommendations or Guidelines, unless (i) Barings is unable or determines not to vote a proxy in accordance with the Global Proxy Voting Policy or (ii) an authorized investment person or designee (a “Proxy Analyst”) determines that it is in the client’s best interests to vote against the Research Provider’s recommendations or Guidelines. In such cases where a Proxy Analyst believes a proxy should be voted against the Research Provider’s recommendations or Guidelines, the Proxy Team will vote the proxy in accordance with the Proxy Analyst’s recommendation as long as (i) no other Proxy Analyst disagrees with such recommendation; and (ii) no known Material Conflict is identified by the Proxy Analyst(s) or the Proxy Team. If a Material Conflict is identified by a Proxy Analyst or the proxy administrator, the proxy will be submitted to the Trading Practices Committee to determine how the proxy is to be voted in order to achieve that client’s best interests.

 

No associate, officer, director or board of managers/directors of Barings or its affiliates (other than those assigned such responsibilities under the Global Proxy Voting Policy) can influence how Barings votes client proxies, unless such person has been requested to provide assistance by a Proxy Analyst or Trading Practices Committee member and has disclosed any known Material Conflict. Pre-vote communications with proxy solicitors are prohibited. In the event that pre-vote communications occur, it should be reported to the Trading Practices Committee or Barings’ Chief Compliance Officer prior to voting. Any questions or concerns regarding proxy-solicitor arrangements should be addressed to Barings’ Chief Compliance Officer.

Investment management agreements generally delegate the authority to vote proxies to Barings in accordance with Barings’ Global Proxy Voting Policy. In the event an investment management agreement is silent on proxy voting, Barings should obtain written instructions from the client as to their voting preference. However, when the client does not provide written instructions as to their voting preferences, Barings will assume proxy voting responsibilities. In the event that a client makes a written request regarding voting, Barings will vote as instructed.

Obtaining a Copy of the Proxy Voting Policy

Clients can obtain a copy of Barings’ Proxy Voting Policy and information about how Barings voted proxies related to their securities, free of charge, by contacting the Chief Compliance Officer, Barings LLC, 300 South Tryon, Charlotte, NC 28202, or calling toll-free, 1-877-766-0014.

ITEM 8.  PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

The following disclosure item is made as of the date of this Form N-CSR unless otherwise indicated.

PORTFOLIO MANAGER. Christina Emery serves as the President of the Registrant (since January 2020) and as one of its Portfolio Managers. Ms. Emery began her service to the Registrant in 2017 as a Vice President. With over 18 years of industry experience, Ms. Emery is a senior member of Barings’ Global Private Finance Group. She is responsible for originating, executing and monitoring North American private finance investments with management responsibilities. Prior to joining Barings in 2005, she held a position in investment banking at Legg Mason and had various operations roles at Abbott Laboratories. Ms. Emery holds a B.S. from the University of Virginia and an M.B.A. from the Darden Graduate School of Business Administration at the University of Virginia. Ms. Emery also serves as President of Barings Participation Investors, another closed-end management investment company advised by Barings.

PORTFOLIO MANAGEMENT TEAM. Ms. Emery has primary responsibility for overseeing the investment of the Registrant’s portfolio, with the day-to-day investment management responsibility of the Registrant’s portfolio being shared with the following Barings’ investment professional (together with the Portfolio Manager, the “Portfolio Team”).

Sean Feeley is responsible for the day-to-day management of the Registrant’s public high yield and investment grade fixed income portfolio. Mr. Feeley has been a Vice President of the Registrant since 2011. He is a portfolio manager for Barings’ U.S. High Yield Investments Group. He is also a member of the firm’s U.S. High Yield Investment Committee and the Global High Yield Allocation Committee. Mr. Feeley is responsible for the portfolio management of various high yield bond total return strategies. Mr. Feeley has worked in the industry since 1996 and his experience has encompassed the credit market across a variety of industries. Prior to joining Barings in 2003, he worked at Cigna Investment Management in project finance and at Credit Suisse, where he worked in the leveraged finance group. Mr. Feeley holds a B.S. in Accounting from Canisius College (magna cum laude) and an M.B.A. from Cornell University. He is a Certified Public Accountant (inactive) and member of the CFA Institute. Mr. Feeley also serves as Vice President of Barings Participation Investors and President of Barings Global Short Duration High Yield Fund, both closed-end management investment companies advised by Barings.

OTHER ACCOUNTS MANAGED BY THE PORTFOLIO TEAM.  The members of the Registrant's Portfolio Team also have primary responsibility for the day-to-day management of other Barings advisory accounts, including, among others, closed-end and open-end investment companies, private investment funds, MassMutual-affiliated accounts, as well as separate accounts for institutional clients. These advisory accounts are identified below.

  

 

                  NUMBER OF      
                  ACCOUNTS     APPROXIMATE
        TOTAL         WITH     ASSET SIZE OF
        NUMBER     APPROXIMATE   PERFORMANCE-     PERFORMANCE-
PORTFOLIO   ACCOUNT   OF     TOTAL ASSET   BASED     BASED ADVISORY
TEAM   CATEGORY   ACCOUNTS     SIZE1,2   ADVISORY FEE     FEE ACCOUNTS1, 2
                         
Eric   Registered     4     $1,428     0     $0
Lloyd 3   Investment                        
    Companies                        
                             
    Other Pooled     2    

$0.078

    0     $0
    Investment                        
    Vehicles                        
                             
    Other     1     $220     0     $0
    Accounts                        
                             
                             
Christina   Registered     1     $159     0     $0
Emery   Investment                        
    Companies                        
                             
    Other Pooled     10     $237     0     $0
    Investment                        
    Vehicles                        
                             
    Other     7     $1,024     0     $0
    Accounts                        
                             
                             
Sean   Registered     8     $3,029     0     $0
Feeley   Investment                        
    Companies                        
                             
    Other Pooled     9     $2,978     0     $0
    Investment                        
    Vehicles                        
                             
    Other     28     $4,188     0     $0
    Accounts                        

 

1Account assets have been calculated as of December 31, 2020.
2Account size in millions.

3

 

Mr. Lloyd, as head of Barings' Global Private Finance Group, has overall responsibility for all middle market senior and mezzanine securities managed by Barings.  Except for the accounts noted in the table above, Mr. Lloyd is not primarily responsible for the day-to-day management of other accounts managed by Barings' Global Private Finance Group.

 

 

 

 

 

MATERIAL CONFLICTS OF INTEREST.  The potential for material conflicts of interest may exist as the members of the Portfolio Management Team have responsibilities for the day-to-day management of multiple advisory accounts.  These conflicts may be heightened to the extent the individual, Barings and/or an affiliate has an investment in one or more of such accounts.  Barings has identified (and summarized below) areas where material conflicts of interest are most likely to arise, and has adopted policies and procedures that it believes are reasonable to address such conflicts.

Transactions with Affiliates: From time to time, Barings or its affiliates, including MassMutual and its affiliates acts as principal, buys securities or other investments for itself from or sells securities or other investments it owns to its advisory clients. Likewise, Barings can either directly or on behalf of MassMutual, purchase and/or hold securities or other investments that are subsequently sold or transferred to advisory clients. Barings has a conflict of interest in connection with a transaction where it or an affiliate is acting as principal since it has an incentive to favor itself or its affiliates over its advisory clients in connection with the transaction. To address the conflicts of interest, Barings has adopted a Principal Transactions, Cross Trades and Other Affiliated Transactions Policy, which ensures any such transaction is consistent with Barings’ fiduciary obligations to act in the best interests of its clients, including its ability to obtain best execution in connection with the transaction, and is in compliance with applicable legal and regulatory requirements. 

Cross Trades: For some its advisory clients, Barings can effect cross-trades whereby one advisory client buys securities or other investments from or sells securities or other investments to another advisory client. Barings can also effect cross-trades involving advisory accounts or funds in which it or its affiliates, including MassMutual, and their respective employees, have an ownership interest or for which Barings is entitled to earn a performance fee. When Barings effects cross-trades there is an inherent conflict of interest since Barings has an incentive to favor the advisory client or fund in which it or its affiliate has an ownership or economic interest and/or is entitled to a performance fee. In order to address this conflicts of interest, cross trades involving advisory client accounts are required to comply with Barings Principal Transactions, Cross Trades and Other Affiliated Transactions Policy, which ensures any affiliated transaction is consistent with all applicable regulatory requirements governing such transactions and with Barings’ fiduciary obligations to the clients involved in any such transactions.,

Loan Origination Transactions: While Barings or its affiliates generally do not act as an underwriter or member of a syndicate in connection with a securities offering, Barings or its affiliates (or an unaffiliated entity in which Barings or its affiliates have an ownership interest) can act as an underwriter, originator, agent, or member of a syndicate in connection with the origination of senior secured loans or other lending arrangements with borrowers, where such loans are purchased by Barings advisory clients during or after the original syndication. Barings advisory clients purchase such loans directly from Barings or its affiliates (or an unaffiliated entity in which Barings or its affiliates have an ownership interest) or from other members of the lending syndicate. In connection with such loan originations, Barings or its affiliates, either directly or indirectly, receive underwriting, origination, or agent fees. As a result, Barings has a conflict of interest in connection with such loan origination transactions since it has an incentive to base its investment recommendation to its advisory clients on the amount of compensation, underwriting, origination or agent fees it would receive rather than on its advisory clients’ best interests. To address the conflict of interest, Barings has adopted a Principal Transactions, Cross Trades and Other Affiliated Transactions Policy, which ensures any such transaction is consistent with Barings’ fiduciary obligations to act in the best interests of its clients, including its ability to obtain best execution in connection with the transaction, and is in compliance with applicable legal and regulatory requirements. 

Investments by Advisory Clients: Barings has the ability to invest client assets in securities or other investments that are also held by (i) Barings or its affiliates, including MassMutual, (ii) other Barings advisory accounts, (iii) funds or accounts in which Barings or its affiliates or their respective employees have an ownership or economic interest or (iv) employees of Barings or its affiliates. Barings also has the ability, on behalf of its advisory clients, to invest in the same or different securities or instruments of issuers in which (a) Barings or its affiliates, including MassMutual, (b) other Barings advisory accounts, (c) funds or accounts in which Barings, its affiliates, or their respective employees have an ownership or economic interest or (d) employees of Barings or its affiliates, have an ownership interest as a holder of the debt, equity or other instruments of the issuer. Barings has a conflict of interest in connection with any such transaction since investments by its advisory clients can directly or indirectly benefit Barings and/or its affiliates and employees by potentially increasing the value of the securities or instruments it holds in the issuer. Any investment by Barings on behalf of its advisory clients will be consistent with its fiduciary obligations to act in the best interests of its advisory clients, and otherwise be consistent with such clients’ investment objectives and restrictions.

 

Barings or its affiliates can recommend that clients invest in registered or unregistered investment companies, including private investment funds such as hedge funds, private equity funds or structured funds (i) advised by Barings or an affiliate, (ii) in which Barings, an affiliate or their respective employees has an ownership or economic interest or (iii) with respect to which Barings or an affiliate has an interest in the entity entitled to receive the fees paid by such funds. Barings has a conflict of interest in connection with any such recommendation since it has an incentive to base its recommendation to invest in such investment companies or private funds on the fees that Barings or its affiliates would earn as a result of the investment by its advisory clients in the investment companies or private funds. Any recommendation to invest in a Barings advised fund or other investment company will be consistent with Barings’ fiduciary obligations to act in the best interests of its advisory clients, consistent with such clients’ investment objectives and restrictions. In certain limited circumstances, Barings offers to clients that invest in private investment funds that it advises an equity interest in entities that receive advisory fees and carried profits interest from such funds.

Employee Co-Investment: Barings permits certain of its portfolio managers and other eligible employees to invest in certain private investment funds advised by Barings or its affiliates and/or share in the performance fees received by Barings from such funds. If the portfolio manager or other eligible employee was responsible for both the portfolio management of the private fund and other Barings advisory accounts, such person would have a conflict of interest in connection with investment decisions since the person has an incentive to direct the best investment ideas, or to allocate trades, in favor of the fund in which he or she is invested or otherwise entitled to share in the performance fees received from such fund. To address the conflicts of interest, Barings has adopted a Side by Side Management of Private Investment Funds and Other Advisory Accounts Policy which requires, among others things, that Barings treat each of its advisory clients in a manner consistent with its fiduciary obligations and prohibits Barings from favoring any particular advisory account as a result of the ownership or economic interests of Barings, its affiliates or employees, in such advisory account. Any investment by a Barings employee in one of its private funds is also governed by Barings’ Global Employee Co-Investment Policy, which ensures that any co-investment by a Barings employee is consistent with Barings’ Global Code of Ethics Policy, as summarized above.

Management of Multiple Accounts: As noted above, Barings’ portfolio managers are often responsible for the day-to-day management of multiple accounts, including, among others, separate accounts for institutional clients, closed-end and open-end registered investment companies, and/or private investment funds (such as hedge funds, private equity funds and structured funds), as well as for proprietary accounts of Barings and its affiliates, including MassMutual and its affiliates. The potential for material conflicts of interest exist whenever a portfolio manager has responsibility for the day-to-day management of multiple advisory accounts. These conflicts are heightened to the extent a portfolio manager is responsible for managing a proprietary account for Barings or its affiliates or where the portfolio manager, Barings and/or an affiliate has an investment in one or more of such accounts or an interest in the performance of one or more of such accounts (e.g., through the receipt of a performance fee).

Investment Allocation: Such potential conflicts include those relating to allocation of investment opportunities. For example, it is possible that an investment opportunity is suitable for more than one account managed by Barings, but is not available in sufficient quantities for all accounts to participate fully. Similarly, there can be limited opportunity to sell an investment held by multiple accounts. A conflict arises where the portfolio manager has an incentive to treat an account preferentially because the account pays Barings or its affiliates a performance-based fee or the portfolio manager, Barings or an affiliate has an ownership or other economic interest in the account. As noted above, Barings also acts as an investment manager for certain of its affiliates, including MassMutual. These affiliate accounts sometimes co-invest jointly and concurrently with Barings’ other advisory clients and therefore share in the allocation of such investment opportunities. To address the conflicts of interest associated with the allocation of trading and investment opportunities, Barings has adopted a Global Investment Allocation Policy and trade allocation procedures that govern the allocation of portfolio transactions and investment opportunities across multiple advisory accounts, including affiliated accounts, which are summarized below under Item 12 – Brokerage Practices, Global Investment Allocation Policy. In addition, as noted above, to address the conflicts, Barings has adopted a Side by Side Management of Private Investment Funds and Other Advisory Accounts Policy which requires, among others things, that Barings treat each of its advisory clients in a manner consistent with its fiduciary obligations and prohibits Barings from favoring any particular advisory account as a result/ of the ownership or economic interests of Barings, its affiliates or employees, in such advisory accounts. Any investment by a Barings employee in one of its private funds is also governed by Barings’ Global Employee Co-Investment Policy, which ensures that any co-investment by a Barings employee is consistent with Barings’ Global Code of Ethics Policy, as summarized above.

Personal Securities Transactions; Short Sales: Potential material conflicts of interest also arise related to the knowledge and timing of an account’s trades, investment opportunities and broker or dealer selection. Barings and its portfolio managers have information about the size, timing and possible market impact of the trades of each account they manage. It is possible that portfolio managers could use this information for their personal advantage and/or to the advantage or disadvantage of various accounts which they manage. For example, a portfolio manager could cause a favored account to “front run” an account’s trade or sell short a security for an account immediately prior to another account’s sale of that security. To address these conflicts, Barings has adopted policies and procedures, including a Global Short Sale Policy, which ensures that the use of short sales by Barings is consistent with Barings’ fiduciary obligations to its clients, a Side by Side Management of Private Investment Funds and Other Advisory Accounts Policy, which requires, among other things, that Barings treat each of its advisory clients in a manner consistent with its fiduciary obligations and prohibits Barings from favoring any particular account as a result of the ownership or economic interest of Barings, its affiliates or employees and a Global Code of Ethics Policy, as summarized above.

 

 

 

 

Trade Errors: Potential material conflicts of interest also arise if a trade error occurs in a client account. A trade error is deemed to occur if there is a deviation by Barings from the applicable standard of care in connection with the placement, execution or settlement of a trade for an advisory account that results in (1) Barings purchasing assets not permitted or authorized by a client’s investment advisory agreement or otherwise failing to follow a client’s specific investment directives; (2) Barings purchasing or selling the wrong security or the wrong amount of securities on behalf of a client’s account; or (3) Barings purchasing or selling assets for, or allocating assets to, the wrong client account. When correcting these errors, conflicts of interest between Barings and its advisory accounts arise as decisions are made on whether to cancel, reverse or reallocate the erroneous trades. In order to address the conflicts, Barings has adopted a Global Client Account Errors Policy governing the resolution of trading errors, and will follow the Global Client Account Errors Policy in order to ensure that trade errors are handled promptly and appropriately and that any action taken to remedy an error places the interest of a client ahead of Barings’ interest.

Best Execution; Directed or Restricted Brokerage: With respect to securities and other transactions (including, but not limited to, derivatives transactions) for most of the accounts it manages, Barings determines which broker, dealer or other counterparty to use to execute each order, consistent with its fiduciary duty to seek best execution of the transaction. Barings manages certain accounts, however, for clients who limit its discretion with respect to the selection of counterparties or direct it to execute such client’s transactions through a particular counterparty. In these cases, trades for such an account in a particular security or other transaction can be placed separately from, rather than aggregated with, those in the same security or transaction for other accounts. Placing separate transaction orders for a security or transaction can temporarily affect the market price of the security or transaction or otherwise affect the execution of the transaction to the possible detriment of one or more of the other account(s) involved. Barings has adopted a Global Best Execution Policy and a Global Directed or Restricted Brokerage Policy which are summarized below under Item 12 –Brokerage Practices, Counterparty Selection/Recommendations and Directed/Restricted Brokerage.

As discussed above, Barings employees have the ability to trade in securities that are purchased, held and sold by or on behalf of Barings’ advisory clients, subject to a number of limitations. See above for a discussion of restrictions on employee personal securities transactions contained in Barings’ Global Code of Ethics.

Barings and its portfolio managers or employees have other actual or potential conflicts of interest in managing an advisory account, and the list above is not a complete description of every conflict of interest that could be deemed to exist.

COMPENSATION.  Compensation packages at Barings are structured such that key professionals have a vested interest in the continuing success of the firm. Portfolio managers’ compensation is comprised of base salary and a discretionarily allocated incentive bonus, which includes a performance-driven annual bonus, and may include a deferred long-term incentive bonus and also may contain a performance fee award. As part of the firm’s continuing effort to monitor retention, Barings participates in annual compensation surveys of investment management firms to ensure that Barings’ compensation is competitive with industry norms.

Base Salary

The base salary component is generally positioned at mid-market. Increases are tied to market, individual performance evaluations and budget constraints.

Annual Bonus - Short Term Incentive (STI)

The annual bonus pool applies to all associates in the firm. Factors impacting the potential bonuses include but are not limited to: (i) investment performance of funds/accounts managed by a portfolio manager, (ii) financial performance of Barings, (iii) client satisfaction and (iv) teamwork. STI is typically paid in February/March following the performance year for which the award is based.

Long-Term Incentives (LTI)

Barings’ long-term incentives are designed to share the long-term success of the firm and take the form of deferred cash awards, which may include an award that resembles phantom restricted stock; linking the value of the award to a formula including Barings’ overall earnings. A voluntary separation of service will generally result in a forfeiture of unvested LTI awards.

BENEFICIAL OWNERSHIP: As of December 31, 2020, members of the Portfolio Management Team, beneficially owned the following dollar range of equity securities in the Registrant:

Portfolio Management Team:   Dollar Range of Beneficially Owned* Equity Securities of the Registrant:
     
Eric Lloyd   $0
Christina Emery   $10,001-50,000
Sean Feeley   $0

 

*  Beneficial ownership has been determined in accordance with Rule 16(a)-1(a)(2) under the Securities Exchange Act of 1934, as amended.  (Shares "beneficially owned" include the number of shares of the Registrant represented by the value of a Registrant-related investment option under Barings' non-qualified deferred compensation plan for certain officers of Barings (the "Plan").  The Plan has an investment option that derives its value from the market value of the Registrant's shares.  However, neither the Plan nor the participant in the Plan has an actual ownership interest in the Registrant's shares.)

 

ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.

 

Not applicable for this filing.

  

ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

 

Not applicable for this filing.

  

ITEM 11. CONTROLS AND PROCEDURES.

  

  (a) The principal executive officer and principal financial officer of the Registrant evaluated the effectiveness of the Registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the "Act")) as of a date within 90 days of the filing date of this report and based on that evaluation have concluded that such disclosure controls and procedures are effective to provide reasonable assurance that material information required to be disclosed by the Registrant on Form N-CSR is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms.

(b) There were no changes in the Registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) during the Registrant's second fiscal half year that have materially affected, or are reasonably likely to materially affect, the Registrant's internal control over financial reporting.

 

ITEM 12. DISCLOSURE OF SECURITIES LENDING ACTIVITIES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

  (a) Not applicable.

  (b) Not applicable.

 

ITEM 13. EXHIBITS.

 

  (a)(1) ANY CODE OF ETHICS, OR AMENDMENTS THERETO, THAT IS THE SUBJECT OF DISCLOSURE REQUIRED BY ITEM 2, TO THE EXTENT THAT THE REGISTRANT INTENDS TO SATISFY THE ITEM 2 REQUIREMENTS THROUGH THE FILING OF AN EXHIBIT.

Not applicable for this filing.

 

  (a)(2) A SEPARATE CERTIFICATION FOR EACH PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER OF THE REGISTRANT AS REQUIRED BY RULE 30a-2 UNDER THE ACT.

Attached hereto as EX-99.31.1

Attached hereto as EX-99.31.2

 

  (a)(3) ANY WRITTEN SOLICITATION TO PURCHASE SECURITIES UNDER RULE 23c-1 UNDER THE ACT (17 CFR 270.23c-1) SENT OR GIVEN DURING THE PERIOD COVERED BY THE REPORT BY OR ON BEHALF OF THE REGISTRANT TO 10 OR MORE PERSONS.

Not applicable for this filing.

  (b) CERTIFICATIONS PURSUANT TO RULE 30a-2(b) UNDER THE ACT.

Attached hereto as EX-99.32

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

 

 

(Registrant): Barings Corporate Investors  
     
     
By: /s/ Christina Emery  
  Christina Emery, President  
     
Date: March 11, 2021  
     


 

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

 

 

 

By: /s/ Christina Emery  
  Christina Emery, President
     
Date: March 11, 2021  
     
     
By: /s/ Jonathan Bock  
  Jonathan Bock

Chief Financial Officer

 
     
Date: March 11, 2021