CORRESP 1 filename1.htm

May 9, 2024

Kimberly A. Browning

Thankam Varghese
Michael Spratt
Kenneth Ellington

Office of Finance

Division of Investment Management
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549

Re:

Kayne Anderson BDC, Inc.
Amendment No. 1 to Registration Statement on Form N-2
CIK No. 0001747172

File No. 333-278414

Dear Kimberly A. Browning, Thankam Varghese, Michael Spratt and Kenneth Ellington:

On behalf of Kayne Anderson BDC, Inc., a Delaware corporation (the “Company”), we submit to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) this letter setting forth the Company’s responses to the oral comments given on April 29, 2024 by Kenneth Ellington and May 1, 2024 by Kimberly A. Browning, regarding the above-referenced Amendment No. 1 to the Registration Statement on Form N-2 submitted to the Commission on April 24, 2024.

For the Staff’s convenience, we have repeated below each of the Staff’s comments in italics, and have followed such comment with the Company’s response. We have restated the substance of those comments to the best of our understanding. Concurrently with the transmission of this letter, we are filing the Company’s second amendment to the Registration Statement on Form N-2 with the Commission through EDGAR (the “Amendment No. 2”), which reflects the Company’s responses to the comments received by the Staff and certain other updated information. For your convenience, we will send to you a marked copy of Amendment No. 2 showing changes made.

As discussed with the Staff, we have additionally included as Annex A to this letter excerpts from the Registration Statement showing the Company’s proposed disclosure to reflect offering and pricing specific disclosure for the Staff’s review concurrent with the filing of Amendment No. 2.

Unless otherwise specified, page references in the text of this response letter correspond to the page numbers in Amendment No. 2. All capitalized terms not otherwise defined herein shall have the meaning set forth in Amendment No. 2. The Registrant acknowledges the Staff’s standard disclaimer that the Registrant remains responsible for its disclosure in Amendment No. 2.

Registration Statement on Form N-2 submitted on April 24, 2024

Accounting Comments

Please confirm supplementally to the Staff that the Fees and Expenses table and expense example reflect the impact of the termination of the Subscription Credit Agreement.

Response: The Company acknowledges the Staff’s comment and confirms to the Staff that the Fees and Expenses table and expense example reflect the impact of the termination of the Subscription Credit Agreement.

May 9, 2024
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General Comments

With respect to prior comment 3, please confirm supplementally to the Staff that the reference to “per-share for the issuance of shares in this offering” in the second sentence of the last paragraph is intended to mean “per-share price”.

Response: The Company acknowledges the Staff’s comment and confirms to the Staff that the Company intends to follow a similar methodology in determining the per-share price for the issuance of shares in this offering.

With respect to prior comment 7, please clarify the statement in your response that states “no subscription obligations on the part of existing stockholders.”

Response: The Company acknowledges the Staff’s comment and confirms to the Staff that the response should read “no subscription obligations on the part of existing stockholders remain”.

With respect to prior comment 19, please confirm to the Staff whether the Company uses derivatives as part of the calculation of the capital gain incentive fee.

Response: The Company acknowledges the Staff’s comment and confirms to the Staff that for purposes of computing the capital gain incentive fee, the Company does use derivative instruments in the calculation of the capital gain incentive fee (to the extent that the Company uses derivatives, which are not a principal investment strategy). As of the date hereof, however, the Company has not entered into any derivative arrangements since its inception.

With respect to prior comment 27, please include disclosure regarding the investment advisor of the Company as required by Item 9.1(b) of Form N-2 under the heading “Portfolio Managers.”

Response: The Company acknowledges the Staff’s comment and confirms to the Staff that it has revised the disclosure on page 118 of Amendment No. 2 to include the information required by Item 9.1(b) of Form N-2 under the heading “Portfolio Managers.”

In the risk factor under “Risks Relating to Our Business and Structure —We have a limited operating history and our Advisor has limited experience advising BDCs and may not replicate the historical results achieved by other entities managed by members of the Advisor’s investment committee, the Advisor or its affiliates,” and under the heading “Summary of Principal Risk Factors,” please clarify what is intended by the statement that the Advisor has “limited” experience advising BDCs.

Response: The Company acknowledges the Staff’s comment and confirms to the Staff that it has revised the disclosure in the risk factor on page 118 and the cross-references on pages 12 and 118 of Amendment No. 2 to clarify that the Advisor and its affiliates have limited experience advising BDCs as the Advisor and its affiliates only serve as an investment advisor to the Company and another BDC.

Please revise the power of attorney filed as an exhibit to the Registration Statement as required by Rule 483(b) of the Securities Act.

Response: The Company acknowledges the Staff’s comment and has revised the power of attorney to include SEC File Number and date of filing of the Registration Statement.

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May 9, 2024
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If you have any questions regarding this submission, please contact Will Burns at (713) 860-7352.

Thank you for your time and attention.