As previously disclosed, on August 10, 2020, Barings BDC, Inc. entered into that certain Agreement and Plan of Merger (the Merger Agreement) with Mustang Acquisition Sub, Inc., MVC Capital, Inc. (MVC) and Barings LLC. The Merger Agreement provides, among other things, that, upon the terms and subject to the conditions set forth in the Merger Agreement, (i) Acquisition Sub will merge with and into MVC (the First Step), with MVC as the surviving corporation (the Surviving Corporation), and (ii) following the completion of the First Step, the Surviving Corporation will merge with and into the company (the Second Step,and, together with the First Step, the Merger), with the Company surviving the Merger. Effective immediately after the closing of the Merger, the Board increased the size of the Board from seven directors to eight directors and appointed Robert Knapp, a former director of MVC who was mutually selected by MVC and the Company, to fill the vacancy created by the expansion of the Board.

Mr. Knapp has been elected as a Class I director of the Company to serve the remainder of the full term of such Class I directorship. The Board also appointed Mr. Knapp to the Nominating and Corporate Governance Committee, the Audit Committee and the Compensation Committee of the Board. The appointment of Mr. Knapp was made pursuant to the requirements of the Merger Agreement but was not otherwise made pursuant to any arrangement or understanding between Mr. Knapp and any other person.

Further, with regard to Mr. Knapp, there are no transactions since the beginning of the Company's last fiscal year, or any currently proposed transaction, in which the Company is a participant that would require disclosure under Item 404(a) of Regulation S-K promulgated by the SEC.