UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, DCD.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 ORor 15(d) ~~of the~~

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 1823, 2020

MVC ~~CAPITAL~~Capital, ~~INC~~Inc.

(Exact ~~Name~~name of ~~Registrant~~registrant as ~~Specified~~specified in ~~Charter~~its charter)

Delaware (State or Other Jurisdiction of Incorporation) 814-00201 (Commission File Number) 94-3346760 (I.R.S. Employer Identification No.)

Delaware	814-00201	94-3346760
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

287 Bowman Avenue 2nd Floor Purchase, NY (Address of Principal Executive Offices) 10577 (Zip Code)

287 Bowman Avenue, 2nd Floor Purchase, New York		10577
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (914) 701-0310

~~Check~~Not the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):Applicable

☐(Former ~~Written~~name ~~communications~~or ~~pursuant~~former toaddress, ~~Rule~~if ~~425~~changed ~~under~~since ~~the~~last ~~Securities Act (17 CFR 230.425~~report)

☐Check ~~Soliciting~~the ~~material~~appropriate ~~pursuant~~box tobelow ~~Rule~~if ~~14a~~the Form 8-12K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the ~~Exchange~~following ~~Act~~provisions (17see ~~CFR~~General ~~240~~Instruction A.~~14a-12~~2.):

☐ ~~Pre-commencement~~Written communications pursuant to Rule ~~14d-2(b)~~425 under the ~~Exchange~~Securities Act (17 CFR ~~240~~230.~~14d-2(b~~425))

☐ ~~Pre-commencement~~Soliciting ~~communications~~material pursuant to Rule ~~13e~~14a-~~4(c)~~12 under the Exchange Act (17 CFR 240.~~13e~~14a-~~4(c~~12))

~~Indicate~~☐ byPre-commencement ~~check~~communications ~~mark~~pursuant ~~whether~~to ~~the registrant is an emerging growth company as defined in~~ Rule ~~405 of the Securities Act of 1933~~ 14d-2(~~Sec.230.405 of this chapter~~b) orunder ~~Rule 12b-2 of~~ the ~~Securities~~ Exchange Act of(17 ~~1934~~CFR ~~(Sec.~~240.~~12b~~14d-2 ~~of this chapter~~(b).)

~~Emerging~~☐ ~~growth~~Pre-commencement ~~company~~communications ☐pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

IfSecurities anregistered ~~emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided~~ pursuant to Section 1312(ab) of the ~~Exchange~~ Act~~. ☐~~:

~~Item~~Title ~~8.01 Other~~of ~~Events.~~each class Trading Symbol(s) Name of each exchange on which registered Common Stock MVC New York Stock Exchange Senior Notes MVCD New York Stock Exchange

OnIndicate ~~August~~by ~~10,~~check ~~2020,~~mark ~~MVC~~whether ~~Capital,~~the ~~Inc.~~registrant ~~(“MVC”)~~is ~~entered into~~ an ~~Agreement~~emerging ~~and~~growth ~~Plan~~company ofas ~~Merger~~defined ~~(the~~in ~~“Merger~~Rule ~~Agreement”)~~405 ~~among~~of ~~Barings~~the ~~BDC,~~Securities ~~Inc.,~~Act aof ~~Maryland~~1933 ~~corporation~~ (~~“Barings BDC” or “BBDC”), Mustang Acquisition Sub, Inc~~§230.,405 ~~a Delaware corporation and wholly owned subsidiary~~ of ~~BBDC~~this ~~(“Acquisition Sub”~~chapter), ~~and~~or ~~Barings~~Rule ~~LLC,~~12b-2 aof ~~Delaware limited liability company and investment adviser to BBDC (“Barings”). The Merger Agreement provides that, on~~ the ~~terms~~Securities ~~and~~Exchange ~~subject~~Act ~~to the conditions set forth in the Merger Agreement, Acquisition Sub will merge with and into MVC, with MVC continuing as the surviving company and as a wholly-owned subsidiary~~ of ~~BBDC and, immediately thereafter, MVC will merge with and into BBDC,~~1934 ~~with BBDC continuing as the surviving company~~ (~~such~~§240.12b-2 ~~transactions,~~of ~~the~~this ~~“Merger”~~chapter).

~~Between~~Emerging ~~December~~growth 10 and December 13, 2020, three complaints were filed in the Southern District of New York against MVC and members of its board of directors (the “MVC Board”) bearing the captions Battaglia v. MVC Capital, Inc., et al., Stourbridge Investments LTD. V. MVC Capital, Inc., et al., and Ciccotelli v. MVC Capital, Inc., et al., and one case was filed in the Eastern District of New York against MVC and the MVC Board, bearing the caption Bexil Advisers LLCcompany v. MVC Capital, Inc., et al. The Ciccotelli complaint also asserts claims against BBDC and Acquisition Sub. All of the complaints generally allege that the definitive proxy statement filed by MVC on November 24, 2020 (the “Proxy Statement”) contains materially incomplete or misleading information concerning MVC’s financial projections, the financial analysis and opinion of MVC’s financial advisor, JMP Securities LLC (“JMP”), potential conflicts and compensation of JMP, and (as to the Stourbridge complaint) the sales process and the financial analysis and opinion of J.P. Morgan Securities LLC. All of the complaints assert violations of Section 14(a) of the Securities Exchange Act and Rule 14a-9 thereunder against MVC and the MVC Board, and of Section 20 of the Exchange Act against the MVC Board (and as to the Ciccotelli complaint, against BBDC and Acquisition Sub), and seek injunctive relief and if the transaction is not enjoined, then damages.☐

~~MVC~~If ~~believes~~an ~~that~~emerging ~~the~~growth ~~claims asserted in the Bittaglia~~company, ~~Stourbridge,~~indicate ~~Ciccotelli,~~by ~~and~~check ~~Bexil~~mark ~~complaints~~if ~~are~~the ~~without~~registrant ~~merit~~has ~~and~~elected nonot ~~supplemental disclosure is required under applicable law. However, in order~~ to ~~avoid~~use the ~~risk~~extended oftransition ~~adverse~~period ~~effect~~for orcomplying ~~delay in connection~~ with ~~the Merger and to minimize the costs, risks and uncertainties inherent in litigation, and without admitting~~ any ~~liability~~new or ~~wrongdoing, MVC has~~ revised ~~the~~ ~~Proxy~~financial ~~Statement~~accounting asstandards ~~described~~provided inpursuant ~~this Current Report on Form 8-K~~ to ~~address claims asserted in the Bittaglia, Stourbridge, Ciccotelli, and Bexil complaints and has determined to further voluntarily~~ ~~supplement~~ Section ~~the~~13(a) ~~Proxy Statement. Nothing in this Current Report on Form 8-K shall be deemed an admission~~ of the ~~legal~~Exchange ~~necessity or materiality under applicable laws of any of the disclosures set forth herein~~Act. ~~To the contrary, MVC specifically denies all allegations in the Bittaglia, Stourbridge, Ciccotelli, and Bexil complaints that any additional disclosure was or is required.~~ ☐

~~The~~Introductory MVC Board continues to unanimously recommend that you vote “FOR” the proposal to approve and adopt the Merger Agreement and “FOR” the proposal to approve one or more adjournments of the shareholders meeting, if necessary or advisable, to permit further solicitation of proxies in favor of the proposal to approve and adopt the Merger Agreement.Note

~~The~~As ~~following~~previously ~~disclosures~~disclosed, ~~supplement~~on ~~the~~August ~~disclosures~~10, ~~contained~~2020, inMVC Capital, Inc., a Delaware corporation (the ~~Proxy~~“Company”), ~~Statement~~entered ~~and~~into ~~should~~that becertain ~~read~~Agreement inand ~~conjunction~~Plan ~~with~~of Merger (the ~~disclosures~~“Merger ~~contained~~Agreement”) inwith ~~the~~Barings ~~Proxy~~BDC, ~~Statement~~Inc., ~~which~~a ~~should~~Maryland corporation be(“Barings ~~read~~BDC”), inMustang ~~its~~Acquisition ~~entirety~~Sub, Inc., ~~To the~~a ~~extent~~Delaware ~~that~~corporation ~~the~~and ~~information~~a ~~set~~direct ~~forth~~wholly ~~herein~~owned ~~differs~~subsidiary ~~from~~of orBarings ~~updates~~BDC ~~information~~(“Acquisition ~~contained~~Sub”), inand Barings LLC, a Delaware limited liability company and the ~~Proxy~~investment ~~Statement~~adviser of Barings BDC (“Barings”). The Merger Agreement provides, among other things, that, upon the ~~information~~terms and subject to the conditions set forth ~~herein~~in ~~shall~~the ~~supersede~~Merger orAgreement, ~~supplement~~(i) ~~the~~Acquisition ~~information~~Sub inwill merge with and into the ~~Proxy~~Company ~~Statement.~~(the ~~All~~“First ~~page~~Step”), ~~references~~with ~~are~~the Company to as ~~pages~~the insurviving corporation (the ~~Proxy~~“Surviving ~~Statement~~Corporation”), and ~~terms~~(ii) ~~used~~following ~~below,~~the ~~unless~~completion ~~otherwise~~of ~~defined~~the ~~below~~First Step, ~~have~~the Surviving Corporation will merge with and into Barings BDC (the ~~meanings~~“Second ~~set~~Step”, ~~forth~~and, intogether with the ~~Proxy~~First ~~Statement~~Step, the “Merger”), with Barings BDC surviving the Merger.

~~The~~On ~~following~~December ~~disclosure~~23, ~~supplements~~2020, upon the ~~subsection~~terms ~~captioned~~and ~~“MVC~~subject ~~Financial~~to ~~Analyses -~~the ~~Selected~~conditions ~~Companies~~set ~~Analysis~~forth in the Merger Agreement, the Merger was completed. At the effective time of the First Step (the “Effective Time”), ~~beginning~~the onseparate ~~page~~corporate existence 80of Acquisition Sub ceased, and the Company survived the merger as a wholly owned subsidiary of Barings BDC. Following the ~~Proxy~~completion ~~Statement~~of the First Step, the Company merged with and into Barings BDC, with Barings BDC surviving the Second Step.

The ~~low~~foregoing ~~and~~description ~~high stock NAV per share multiples~~ of the ~~selected~~Merger ~~companies~~Agreement inis ~~the~~a ~~selected~~summary ~~companies~~only ~~analysis~~and ofis ~~MVC~~qualified ~~were~~in ~~0.30x~~its ~~and~~entirety ~~1.05x,~~by ~~respectively.~~reference ~~The~~to ~~low~~the ~~and~~full ~~high~~text ~~dividend yields~~ of the ~~selected~~ ~~companies~~Merger ~~(excluding~~Agreement, ~~the~~a ~~impact~~copy of ~~dividend~~which ~~yields~~was ~~for~~filed ~~two~~by ~~selected~~the ~~companies~~Company ~~which~~as ~~were~~Exhibit ~~considered~~2.1 ~~not~~to ~~meaningful~~its Current ~~because~~Report ~~the~~on ~~dividend~~Form ~~yields~~8-K ~~were~~filed ~~greater~~on ~~than~~August ~~25%)~~11, ~~were~~2020 ~~7.8%~~ and ~~22.8%,~~is ~~respectively.~~incorporated herein by reference.

~~The~~Item ~~following~~1.02 ~~disclosure~~Termination ~~supplements the subsection captioned “MVC Financial Analyses - Selected Precedent M&A Transactions Analysis” beginning on page 81~~ of ~~the~~a ~~Proxy~~Material ~~Statement.~~Definitive Agreement

~~The~~Amended ~~low~~ and ~~high~~Restated ~~stock~~Investment ~~NAV~~Advisory ~~multiples of the selected transactions in the selected precedent M&A transactions analysis of MVC were 0.48x and 1.08x, respectively.~~Agreement

~~The~~On ~~range~~December of23, ~~discount~~2020, ~~rates~~in ofconnection ~~14.5%~~with tothe ~~16.5%~~consummation ~~used~~of inthe ~~this~~transactions ~~analysis~~contemplated ~~was~~by ~~selected~~the ~~taking~~Merger ~~into~~Agreement, ~~account~~the aAmended ~~capital~~and ~~asset~~Restated ~~pricing~~Investment ~~model~~Advisory ~~implied~~and ~~cost~~Management Agreement, dated as of ~~equity~~April ~~calculation~~14, 2009, by and between the Company and The Tokarz Group Advisers LLC terminated automatically.

~~The~~Repayment ~~following~~in ~~disclosure~~Full ~~supplements the subsection captioned “MVC Financial Analyses - Premiums Paid Analysis” beginning on page 82~~ of ~~the~~Credit ~~Proxy Statement.~~Facilities

~~The~~On ~~low~~December ~~one-day~~23, ~~one-week~~2020, ~~and~~in ~~one-month~~connection ~~premiums~~with ~~paid~~the consummation of the transactions contemplated by the Merger Agreement, the Company repaid in full and terminated (i) the ~~selected~~Secured ~~acquisitions~~Revolving Credit Agreement, dated July 31, 2013 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “BB&T Credit Agreement”), by and between the Company and Truist Bank (formerly known as Branch Banking and Trust Company), as lender, and the other Loan Documents (as defined in the ~~premiums~~BB&T ~~paid~~Credit ~~analysis~~Agreement, ofand ~~MVC~~together ~~were~~with ~~0.5%~~the BB&T Credit Agreement, ~~0.6%~~collectively, the “BB&T Credit Documents”), and ~~5.2%~~(ii) the Credit and Security Agreement, ~~respectively.~~dated ~~The~~January ~~high~~29, ~~one-day~~2019 (as amended, amended ~~one-week~~and restated, supplemented or otherwise modified from time to time, the “PUB Credit Agreement” and ~~one-month~~together ~~premiums~~with ~~paid~~the BB&T Credit Agreement, the “Credit Agreements”), by and between the Company and People’s United Bank, National Association, as agent, and the other Loan Documents (as defined in the ~~selected~~PUB ~~acquisitions~~Credit ~~were~~Agreement, ~~90.4%~~and together with the PUB Credit Agreement, 73collectively, the “PUB Credit Documents”).8% The Company repaid the full amount of outstanding obligations under the BB&T Credit Agreement, which totaled approximately $16,000, and 83the BB&T Credit Documents were terminated.2% The Company repaid or cash collateralized, ~~respectively~~as applicable, the full amount of outstanding obligations under the PUB Credit Agreement, which totaled approximately $4,000,000, and the PUB Credit Documents were terminated.

~~The~~Redemption ~~following~~of ~~disclosure~~Notes; ~~supplements~~Satisfaction ~~the~~and ~~subsection~~Discharge ~~captioned “Barings BDC Financial Analyses - Selected Public Companies Comparable Data” beginning on page 82~~ of ~~the Proxy Statement.~~Indenture

On December 23, 2020, the Company caused to be issued a notice of redemption with respect to all of its outstanding 6.25% senior notes due 2022 (the “Notes”). The ~~low~~Company ~~and~~expects ~~high~~to ~~stock~~redeem ~~NAV~~$95 ~~per~~million ~~share~~in ~~multiples~~aggregate principal amount of the ~~selected~~issued ~~companies~~and ~~were~~outstanding ~~0.44x~~Notes on January 22, 2021 (the “Redemption Date”) at 100% of their principal amount, plus the accrued and ~~1.31x~~unpaid interest thereon through, ~~respectively~~but excluding, the Redemption Date. The ~~low~~Company and ~~high~~Barings BDC ~~dividend~~deposited ~~yields~~with ofU.S. Bank, National Association, the ~~selected~~trustee ~~companies~~for the Notes (~~excluding~~the “Trustee”), funds from cash on hand sufficient to satisfy all obligations remaining to the ~~impact~~Redemption ofDate under the ~~dividend~~Indenture, ~~yield~~dated ~~for~~as of February 26, 2013 (the ~~one~~“Indenture”), ofand the ~~selected~~Second ~~companies~~Supplemental ~~which~~Indenture, ~~was~~dated ~~considered~~as ~~not~~of ~~meaningful~~November ~~because~~15, 2017 (the ~~dividend~~“Second ~~yield~~Supplemental ~~was~~Indenture”). ~~greater~~On ~~than~~December ~~25%)~~23, ~~were~~2020, ~~8.8%~~the Trustee entered into a Satisfaction and ~~14.3%,~~Discharge ~~respectively~~of Indenture with respect to the Indenture and the Second Supplemental Indenture as to the Notes.

~~The~~This ~~following~~description ~~disclosure~~of isthe ~~added~~Satisfaction ~~after~~and ~~the~~Discharge ~~second~~of ~~sentence~~Indenture ofis ~~the~~not ~~paragraph~~complete and is qualified in ~~the~~its ~~subsection~~entirety ~~captioned~~by ~~“Barings~~the ~~BDC~~actual ~~Financial~~terms ~~Analyses -~~of ~~Dividend~~such ~~Discount~~Satisfaction ~~Analysis”~~and ~~beginning~~Discharge onof ~~page~~Indenture, 83a copy of ~~the~~which ~~Proxy~~is ~~Statement~~incorporated herein by reference and attached hereto as Exhibit 4.1.

~~The~~Item ~~range of discount rates of 14~~2.~~0% to 16~~01.0% ~~used~~Completion inof ~~this~~Acquisition ~~analysis~~or ~~was~~Disposition ~~selected taking into account a capital asset pricing model implied cost~~ of ~~equity calculation~~Assets.

The ~~following~~information ~~disclosure~~in ~~amends~~this ~~and~~Current ~~supplements~~Report ~~the~~on ~~subsection~~Form ~~captioned~~8-K ~~“Miscellaneous”~~set ~~beginning~~forth onunder ~~page 83 of~~ the ~~Proxy~~Introductory ~~Statement~~Note byand ~~replacing~~under ~~the~~Item ~~first~~1.02 ~~paragraph~~is ofincorporated ~~the~~by ~~subsection~~reference ~~with~~into ~~the~~this ~~following:~~Item 2.01.

~~Miscellaneous.~~As ~~Under~~described ~~the terms of JMP’s engagement~~above, ~~MVC~~the ~~has~~Merger ~~agreed~~closed toon ~~pay~~December ~~JMP~~23, ~~for~~2020. ~~its~~In ~~financial~~accordance ~~advisory~~with ~~services~~the interms ~~connection~~of ~~with~~ the Merger anAgreement, ~~aggregate~~at ~~fee~~the ofEffective ~~$750~~Time,~~000,~~ ~~portions~~each share of ~~which~~common ~~became~~stock, ~~payable~~par ~~upon JMP’s~~value ~~engagement~~$0.01 ~~and~~per ~~upon~~share, ~~delivery~~ of ~~JMP’s~~the ~~opinion~~Company ~~and~~(the “Company ~~$200,000~~Common ofStock”) ~~which~~issued ~~will~~and ~~become~~outstanding ~~payable~~immediately ~~only~~prior ifto the ~~proposed~~Effective ~~Merger~~Time is(other ~~consummated.~~than Inshares ~~addition,~~of ~~MVC~~Company ~~has~~Common ~~agreed~~Stock toissued ~~indemnify JMP against certain claims~~ and ~~liabilities~~outstanding ~~related~~immediately prior to orthe ~~arising~~Effective ~~out of~~Time ~~its~~that ~~engagement.~~are ~~JMP~~held ~~may~~by ~~seek~~a tosubsidiary ~~provide~~of ~~investment~~the ~~banking~~Company ~~and~~or ~~other~~held, directly ~~financial~~or ~~services to MVC~~indirectly, by Barings BDC, ~~Barings~~ or ~~their~~Acquisition ~~respective~~Sub) ~~affiliates~~was inconverted into the ~~future,~~right ~~for which JMP would expect~~ to receive ~~compensation.~~(i) ~~JMP~~an ~~and~~amount ~~its affiliates~~ in ~~the past~~cash ~~provided~~from ~~investment~~Barings, ~~banking~~without ~~and~~interest, ~~other~~equal ~~financial services~~ to ~~MVC~~$0.39492, and ~~received~~(ii) ~~and~~0.9790836 ~~may~~shares ~~receive compensation for the rendering~~ of Barings ~~these~~BDC ~~services,~~common ~~including~~stock, ~~among~~par ~~other~~value ~~things,~~$0.001 ~~acting~~per ~~as agent for~~ share ~~repurchases~~(the by“Barings ~~MVC.~~BDC InCommon ~~connection~~Stock”), ~~with acting~~which asratio ~~agent~~gives ~~for~~effect ~~share~~to ~~repurchases~~the byEuro-dollar ~~MVC,~~exchange ~~JMP~~rate ~~received~~adjustment ~~aggregate~~mechanism ~~fees~~in ofthe ~~approximately~~Merger ~~$25~~Agreement,~~000~~ inplus ~~the~~any ~~two~~cash ~~years~~in ~~preceding~~lieu ~~the date~~ of fractional ~~JMP’s opinion~~shares. ~~During~~ ~~the~~As ~~two years preceding the date~~ of ~~JMP’s~~immediately ~~opinion,~~prior ~~JMP did not provide investment banking services~~ to ~~Barings BDC or Barings for which it received any fees. In~~ the ~~ordinary~~Effective ~~course of business~~Time, ~~JMP~~there ~~and~~were ~~its~~47,961,753 ~~affiliates~~shares ~~may actively trade or hold the securities~~ of ~~MVC and~~ Barings BDC ~~for~~Common ~~their~~Stock ~~own~~issued ~~account~~and oroutstanding ~~for the account of their customers~~ and, ~~accordingly~~17,725,118 ~~may~~shares atof ~~any~~Company ~~time~~Common ~~hold~~Stock aissued ~~long~~and ~~or short position in those securities~~outstanding.

~~Forward~~The foregoing description of the Merger Agreement is a summary only and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which was filed by the Company as Exhibit 2.1 to its Current Report on Form 8-~~Looking~~K ~~Statements~~filed on August 11, 2020 and is incorporated herein by reference.

~~This~~Item ~~communication~~3.01. ~~contains~~Notice ~~“forward-looking statements,” which are statements concerning future events, including, without limitation, forward-looking statements regarding the completion~~ of ~~the Merger. Such~~Delisting ~~forward-looking statements may include statements preceded by, followed by~~ or ~~that~~Failure otherwise include the words “may,” “might,” “will,” “intend,” “should,” “could,” “can,” “would,” “expect,” “believe,” “estimate,” “anticipate,” “predict,” “potential,” “plan” or similar words. Although these statements are based upon assumptions that Barings BDC and MVC believe to beSatisfy ~~reasonable based upon available information, they are subject to risks and uncertainties as~~ a ~~result~~Continued ~~of a~~Listing ~~number~~Rule; ofTransfer factors, including those described from time to time in filings made by Barings BDC or MVC with the SEC, including those contained in the Joint Proxy Statement (as defined below). You should not place undue reliance on such forward-looking statements, which are based upon Barings BDC management’s and MVC management’s views and assumptions regarding future events, and speak only as of ~~the date of this communication~~Listing. ~~Neither Barings BDC nor MVC undertakes any duty to update any forward-looking statement made herein.~~

~~Additional~~In ~~Information~~connection with the closing of the transactions contemplated by the Merger Agreement, on December 23, 2020, the Company notified the New York Stock Exchange (“NYSE”) of the consummation of Merger and ~~Where~~requested that NYSE file with the U.S. Securities and Exchange Commission a Form 25 Notification of Removal of Listing and/or Registration to ~~Find~~delist Itthe shares of the Company Common Stock and the Notes under Section 12(b) of the Securities Exchange Act of 1934, as amended. As a result, trading of shares of the Company Common Stock and the Notes on NYSE was suspended after the closing of trading on December 23, 2020. The information contained in Item 2.01 is incorporated herein by reference.

~~This~~Item communication relates to a proposed business combination involving Barings BDC and MVC, along with related proposals for which stockholder approval is being sought (collectively, the “Proposals”)3. In connection with the proposed Merger, Barings BDC and MVC have filed with the SEC a joint proxy statement on Schedule 14A (the “Joint Proxy Statement”), which was first mailed or otherwise delivered to Barings BDC stockholders and MVC stockholders entitled to vote on the Proposals on or about November 24, 2020, and Barings BDC has filed with the SEC a registration statement on Form N-14 (the “Registration Statement”) that includes the Joint Proxy Statement and a prospectus of Barings BDC03. ~~The~~Material ~~Joint~~Modification Proxy Statement and the Registration Statement each contain important information about Barings BDC, MVC, the proposed Merger and related matters. STOCKHOLDERS OF EACH OF BARINGS BDC AND MVC ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE JOINT PROXY STATEMENT AND THE REGISTRATION STATEMENT, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS THERETO, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT BARINGS BDC, MVC, THE MERGER AND THE PROPOSALS. Investors and security holders will be able to ~~obtain~~Rights ~~the documents filed with the SEC free~~ of ~~charge~~Security ~~at the SEC’s web site at http://www~~Holders.~~sec.gov and, for documents filed by Barings BDC, from the Barings BDC website at http://www.baringsbdc.com or for documents filed by MVC, from the MVC website at http://www.mvccapital.com.~~

~~Participants~~The information contained in ~~the~~Items ~~Solicitation~~2.01 and 3.01 is incorporated herein by reference.

~~Barings~~Item BDC and MVC and their respective directors, executive officers and certain other members of management and employees of Barings LLC, The Tokarz Group Advisers LLC and their respective affiliates, may be deemed to be participants in the solicitation of proxies from the stockholders of Barings BDC and MVC in connection with the Proposals5.01 ~~Information~~Changes ~~about the directors and executive officers of Barings BDC is set forth~~ in ~~its~~Control ~~proxy statement for its 2020 annual meeting~~ of ~~stockholders, which was filed with the SEC on March 10, 2020~~Registrant. Information about the directors and executive officers of MVC is set forth in its proxy statement for its 2020 annual meeting of stockholders, which was filed with the SEC on June 10, 2020. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of Barings BDC’s and MVC’s stockholders in connection with the Proposals is contained in the Joint Proxy Statement and will be contained in other relevant materials to be filed with the SEC if and when such documents become available. Investors should read the Joint Proxy Statement and Registration Statement carefully and in their entirety before making any voting or investment decisions. These documents may be obtained free of charge from the sources indicated above.

NoAs ~~Offer~~a orresult ~~Solicitation~~of the First Step, a change in control of the Company occurred. The information contained in Item 2.01 is incorporated herein by reference.

~~This~~Item ~~communication~~5.02. isDeparture not, and under no circumstances is it to be construed as, a prospectus or an advertisement and is not, and under no circumstances is it to be construed as, an offer to sell or a solicitation of anDirectors ~~offer to purchase any securities in Barings BDC, MVC~~ or inCertain ~~any~~Officers; ~~fund~~Election ~~or other investment vehicle. No offer~~ of ~~securities~~Directors; ~~shall~~Appointment ~~be made except by means~~ of aCertain ~~prospectus~~Officers; ~~meeting~~Compensatory ~~the~~Arrangements ~~requirements~~ of ~~Section~~Certain ~~10 of the U~~Officers.~~S. Securities Act of 1933.~~

~~SIGNATURE~~Pursuant to the Merger Agreement, as of the Effective Time, (i) each of the officers and directors of the Company ceased to be officers and directors of the Company and (ii) the officers and directors of Acquisition Sub, each as of immediately prior to the Effective Time, became the directors and officers of the Company.

~~Pursuant~~Item ~~to the requirements of the Securities Exchange Act of 1934, MVC Capital, Inc~~5.03 ~~has~~Amendments ~~duly caused this report~~ to beArticles ~~signed~~of onIncorporation ~~its~~or ~~behalf~~Bylaws; byChanges ~~the~~in ~~undersigned~~Fiscal ~~hereunto duly authorized~~Year.

~~MVC~~Pursuant ~~Capital~~to the terms of the Merger Agreement, ~~Inc.~~at ~~/s/~~the ~~Michael~~Effective TTime, the certificate of incorporation of the Company was amended and restated and the bylaws of Acquisition Sub, as in effect immediately prior to the Effective Time, became the bylaws of the Company (as the Surviving Corporation). ~~Tokarz~~The ~~Michael~~certificate Tof incorporation and bylaws of the Company (as the Surviving Corporation), each as in effect immediately following the Effective Time, are filed herewith as Exhibits 3.1 ~~Tokarz~~and ~~Chairman~~3.2, respectively, and are incorporated herein by reference.

~~DATE: December~~Item ~~18,~~5.07 ~~2020~~ Submission of Matters to a Vote of Security Holders.

On December 23, 2020, the Company held a special meeting of stockholders (the “Special Meeting”), where the Company’s stockholders approved two proposals. The issued and outstanding shares of Company Common Stock entitled to vote at the Special Meeting consisted of 17,725,118 shares outstanding on the record date, October 29, 2020. The final voting results from the Special Meeting were as follows:

Proposal 1:

To adopt the Merger Agreement.

For	Against	Abstain
12,244,964	45,453	39,742

Proposal 2:

To approve the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies, in the event that there were insufficient votes at the time of the Special Meeting to approve Proposal 1.

For	Against	Abstain
12,235,599	61,787	32,773

Item 9.01.

Financial Statements and Exhibits.

(d)	Exhibits

2.1*	Agreement and Plan of Merger, dated as of August 10, 2020, by and among Barings BDC, Inc., Mustang Acquisition Sub, Inc., MVC Capital, Inc., and Barings LLC (Incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on August 11, 2020).
*	Exhibits and schedules to this Exhibit have been omitted in accordance with Item 601(b)(2) of Regulation S-K. The registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon its request.
3.1	Amended and Restated Certificate of Incorporation of MVC Capital, Inc.
3.2	Ninth Amended and Restated Bylaws of MVC Capital, Inc.
4.1	Satisfaction and Discharge of Indenture, dated December 23, 2020, and relating to the Indenture, dated as of February 26, 2013, as supplemented by the Second Supplemental Indenture, dated as of November 15, 2017, among the Company and U.S. Bank, National Association, relating to the 6.25% Senior Notes due 2022.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BARINGS BDC, INC. as successor by merger to MVC Capital, Inc.

	By:	/s/ Jonathan Bock
		Name: Jonathan Bock
		Title: Chief Financial Officer

Date: December 23, 2020

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