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)

 

 

 

 

 

 

1500 Main Street, P.O. Box 15189, Springfield, MA 01115-5189

 

 

(Address of principal executive offices) (Zip code)

 

 

 

 

 

 

Janice M. Bishop, Vice President, Secretary and Chief Legal Officer

Independence Wharf, 470 Atlantic Ave., Boston, MA 02210

 

 

(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: 12/31/18

 

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.

 


 

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.

 

 

 

 

 

 

 

 

 

 

 

 


 
 
 
 
   2018     
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   
 
 
 
 
 
 
 
 
 
 
 
 
 
Barings   
CORPORATE INVESTORS   
2018 Annual Report   
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Beginning on January 1, 2021, as permitted by regulations adopted by the U.S. Securities and Exchange Commission, paper copies of the Fund's annual and semi-annual shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports. Instead, the reports will be made available on the Fund's website http://www.barings.com/MCI, and you will be notified by mail each time a report is posted and provided with a website link to access the report.
 
If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the Fund electronically anytime by contacting your financial intermediary (such as a broker-dealer or bank).
 
You may elect to receive all future reports in paper free of charge. If you invest through a financial intermediary, you can contact your financial intermediary to request that you continue to receive paper copies of your shareholder reports. Your election to receive reports in paper will apply to all funds held in your account.
 
 
 

 
 
 
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 & POLICY
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 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 on April 24, 2019 at 1:00 P.M. in Charlotte, North Carolina.
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, 2018 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-Q
The Trust files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. 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 and 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
1500 Main Street
P.O. Box 15189
Springfield, Massachusetts 01115-5189
(413) 226-1516
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 02111
 
 
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
   


2018 Annual Report

 
PORTFOLIO COMPOSITION AS OF 12/31/18*
 
 
 
PORTFOLIO COMPOSITION AS OF 12/31/17*
 
 
 
*
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 for 2018 to represent the Trust's portfolio composition which now includes a material amount of floating rate securities.
 

2
 
 
2018 Annual Report


 
 
TO OUR SHAREHOLDERS
I am pleased to share with you the Trust's Annual Report for the year ended December 31, 2018.
PORTFOLIO PERFORMANCE
The Trust's net total portfolio rate of return for 2018 was 3.2%, as measured by the change in net asset value assuming the reinvestment of all dividends and distributions. The Trust's total net assets were $291,237,445 or $14.50 per share, as of December 31, 2018. This compares to $303,527,308 or $15.22 per share, as of December 31, 2017. The Trust paid a quarterly dividend of $0.30 per share for each of the four quarters of 2018, for a total annual dividend of $1.20 per share. In 2017, the Trust also paid four quarterly dividends of $0.30 per share, for a total annual dividend of $1.20 per share. Net taxable investment income for 2018 was $1.22 per share, including approximately $0.04 per share of non-recurring income, compared to 2017 net taxable investment income of $1.20 per share, which included approximately $0.10 per share of non-recurring income.
 
The Trust's stock price decreased 3.7% during 2018, from $15.26 as of December 31, 2017 to $14.70 as of December 31, 2018. The Trust's stock price of $14.70 as of December 31, 2018 equates to a 1.4% premium over the December 31, 2018 net asset value per share of $14.50. The Trust's average quarter-end premium for the 3-, 5-, 10- and 25-year periods ended December 31, 2018 was 6.1%, 7.1%, 11.4%, and 7.0%, 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 at net asset value. Average annual returns of the Bloomberg Barclays U.S. Corporate High Yield Index and the Russell 2000 Index for the 1-, 3-, 5-, 10- and 25-year periods and the Credit Suisse Leveraged Loan Index for the 1-year period ended December 31, 2018 are provided for comparison purposes only.
 
 
The Trust
Bloomberg Barclays US
Corporate HY Index
Russell
2000 Index
Credit Suisse
Leveraged
Loan Index
 
       
1 Year
 3.17%
-2.08%
-11.01%
1.14%
 
       
3 Years
 9.55%
 7.23%
  7.36%
 
 
       
5 Years
 9.70%
 3.83%
  4.41%
 
 
       
10 Years
12.23%
11.12%
11.97%
 
 
       
25 Years
12.70%
 6.95%
  8.28%
 
Past performance is no guarantee of future results
PORTFOLIO ACTIVITY
The Trust had a very active fourth quarter, closing on 15 new private placement investments and four add-on investments in existing portfolio companies representing $50,140,201 of invested capital. For the year, the Trust closed 33 new private placement investments, and 16 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 2018 was $115,711,550, which was significantly higher than the $51,668,350 of new private placement investments made by the Trust in 2017, and the highest annual dollar volume since inception.
 
 
 
 
 

3
 
Barings Corporate Investors

 
Throughout 2018, the Trust's level of new investment activity benefited from several factors: the expansion of the Trust's target investment criteria; expansion of Barings' (the Trust's investment advisor) private debt platform; and overall activity within the private debt market. These favorable items were partially offset by the continuance of hyper-competitive and aggressive market conditions. While overall middle market sponsored private debt investment activity increased slightly (3%) in 2018, volume in the second half of the year was 26% lower than that of the first half of the year (source: Thomson Reuters Middle Market Weekly 2018 Sponsored Review, January 11, 2019). Competition for new investment opportunities remained intense due to the amount of fresh capital that continues to flow into the private debt and private equity markets. As a result, companies continued to be pursued aggressively by both buyers and lenders, causing high purchase price multiples and leverage levels to continue to be prevalent in the market. In 2018, average purchase price multiples for middle market companies remained relatively unchanged, but at a level of approximately 10.5 times EBITDA plus-or-minus depending on the amount of a company's EBITDA (S&P Global LCD M&A Stats, December 31, 2018). While average purchase price multiples remained relatively flat, average debt multiples increased modestly in 2018 to 6.2x total leverage and 6.0x senior leverage, the highest levels for each since 2003 (Thomson Reuters Middle Market Weekly 2018 Sponsored Review, January 11, 2019).
In addition to working on new investment activity, we continue to maintain our focus on managing and maintaining the quality of the portfolio. As such, the credit quality of the Trust's existing portfolio remained stable throughout the year. We believe the number of companies on our watch list or in default continues to remain at an acceptable level.
We had 22 companies exit from the Trust's portfolio during 2018. This level of exit activity remains relatively high for the Trust's portfolio from an overall historical perspective, but is comparable to realization levels since 2014, which have ranged from 18-32 exits annually. In 19 of these exits, the Trust realized a positive return on its investment. In our view, the relatively high 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 2018, the Trust had eight portfolio companies fully or partially pre-pay their debt obligations, with two of these transactions resulting in dividend payments to the Trust as a result of its equity holdings in those companies. These prepayment transactions are generally driven by performing companies seeking to take advantage of lower interest rates and the abundant availability 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.
OUTLOOK FOR 2019
As we enter 2019, we believe debt markets continue to look promising. Default rates remain at relatively low levels, there is 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. 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 which 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
 
 
2018 Annual Report


The Trust maintained its $0.30 per share quarterly dividend in 2018 for a total annual dividend of $1.20 per share. As has been mentioned in prior reports, recurring investment income alone has generally not been sufficient to fully fund the current dividend rate and has been supplemented by non-recurring income. While recurring investment income continues to improve, 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 private debt securities resulting from prepayments and realizations in the portfolio, combined with generally lower investment returns available due to market and competitive dynamics in recent years and currently. As evidenced by the record level of investment activity the Trust experienced in 2018, we continued to make good progress in growing recurring investment income in 2018. Furthermore, the percentage of the portfolio in floating rate debt securities increased considerably in 2018 to 43% compared to 14% a year ago. All of the above said, we expect that the level of recurring investment income generated by the Trust in 2019 combined with the availability of earnings carry forwards and other non-recurring income will allow us 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.
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 in Charlotte, NC, on April 24, 2019.
Sincerely,
 
Robert M. Shettle
President
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

5
 
 
Barings Corporate Investors

 

2018
Dividends
Record
Date
Total
Paid
Ordinary
Income
Short-Term
Gains
Long-Term
Gains
Regular
    5/7/2018
0.3000
0.3000
      —
      —
Regular
    8/6/2018
0.3000
0.3000
      —
      —
Regular
10/29/2018
0.3000
0.3000
      —
      —
Regular
12/31/2018
0.3000
0.3000
      —
      —
   
1.2000
1.2000
0.0000
0.0000
 
The following table summarizes the tax effects of the retention of capital gains for 2018:
 
 
Amount Per Share
Form 2439
2018 Gains Retained
0.1793
Line 1a
Long-Term Gains Retained
0.1793
 
Taxes Paid
0.0376
Line 2*
Basis Adjustment
0.1417
        **
 
*
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
$ 1.20
0.4687%
0.0056
0.4687%
0.0056
0%
0.0000
 
***
Not available to individual shareholders
****
Qualified dividends are reported in Box 1b on IRS Form 1099-Div for 2018
 
 
 
 
 
 
 
 
 
 
 
 
 

6
 
 
 
 
 
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
 
 
13-41
 
   
Notes to Consolidated Financial Statements
 
 
42-49
 
   
Report of Independent Registered Public Accounting Firm
 
 
50
 
   
Interested Trustees
 
 
51-52
 
   
Independent Trustees
 
 
53-54
 
   
Officers of the Trust
 
 
 
 
 
 
 
 
 
 
 
 
55
 
 
 
 
 
 

Barings Corporate Investors

CONSOLIDATED STATEMENT OF ASSETS AND LIABILITIES
December 31, 2018
 
 
Assets:
     
Investments
     
(See Consolidated Schedule of Investments)
     
Corporate restricted securities at fair value
     
(Cost - $271,131,720)
 
$
263,207,746
 
Corporate restricted securities at market value
       
(Cost - $21,148,290)
   
18,497,659
 
Corporate public securities at market value
       
(Cost - $19,445,573)
   
18,990,241
 
         
Total investments (Cost - $311,725,583)
   
300,695,646
 
         
         
Cash
   
27,143,706
 
Interest receivable
   
2,435,410
 
Other assets
   
2,567
 
         
Total assets
   
330,277,329
 
 
       
         
Liabilities:
       
Note payable
   
30,000,000
 
Dividend payable
   
6,024,861
 
Tax payable
   
1,861,373
 
Investment advisory fee payable
   
910,117
 
Interest payable
   
135,317
 
Accrued expenses
   
108,216
 
         
Total liabilities
   
39,039,884
 
 
       
         
Commitments and Contingencies (See Note 8)
       
         
Total net assets
 
$
291,237,445
 
 
       
         
Net Assets:
       
Common shares, par value $1.00 per share
 
$
20,082,869
 
Additional paid-in capital
   
270,727,100
 
Total distributable earnings
   
427,476
 
         
Total net assets
 
$
291,237,445
 
         
         
Common shares issued and outstanding (28,054,782 authorized)
   
20,082,869
 
         
Net asset value per share
 
$
14.50
 
 
       
 
See Notes to Consolidated Financial Statements
8
 
 
2018 Annual Report

CONSOLIDATED STATEMENT OF OPERATIONS
For the year ended December 31, 2018
 
 
Investment Income:
     
Interest
 
$
29,449,833
 
Dividends
   
740,715
 
Other
   
244,466
 
         
Total investment income
   
30,435,014
 
 
       
Expenses:
       
Investment advisory fees
   
3,762,377
 
Interest
   
1,059,000
 
Trustees' fees and expenses
   
360,000
 
Professional fees
   
305,206
 
Reports to shareholders
   
136,000
 
Custodian fees
   
24,600
 
Other
   
575,879
 
         
Total expenses
   
6,223,062
 
         
Investment income - net
   
24,211,952
 
         
Net realized and unrealized loss on investments:
       
Net realized gain on investments before taxes
   
7,832,311
 
Income tax expense
   
(2,457,015
)
         
Net realized gain on investments after taxes
   
5,375,296
 
         
Net increase (decrease) in unrealized appreciation (depreciation) of investments before taxes
   
(21,531,686
)
Net (increase) decrease in deferred income tax expense
   
1,530,909
 
 
       
Net increase (decrease) in unrealized appreciation (depreciation) of investments after taxes
   
(20,000,777
)
 
       
Net loss on investments
   
(14,625,481
)
 
       
Net increase in net assets resulting from operations
 
$
9,586,471
 
 
       
 
 
 
See Notes to Consolidated Financial Statements
 
9
 
Barings Corporate Investors

CONSOLIDATED STATEMENT OF CASH FLOWS
For the year ended December 31, 2018
 
 
Net increase in cash:
     
       
Cash flows from operating activities:
     
Purchases/Proceeds/Maturities from short-term portfolio securities, net
 
$
3,922,785
 
Purchases of portfolio securities
   
(151,439,651
)
Proceeds from disposition of portfolio securities
   
174,044,333
 
Interest, dividends and other income received
   
26,535,590
 
Interest expense paid
   
(1,059,000
)
Operating expenses paid
   
(5,262,741
)
Income taxes paid
   
(4,994,332
)
         
Net cash provided by operating activities
   
41,746,984
 
         
Cash flows from financing activities:
       
Cash dividends paid from net investment income
   
(23,992,052
)
Receipts for shares issued on reinvestment of dividends
   
2,158,620
 
         
Net cash used for financing activities
   
(21,833,432
)
         
Net increase in cash
   
19,913,552
 
Cash - beginning of year
   
7,230,154
 
 
       
Cash - end of year
 
$
27,143,706
 
         
Reconciliation of net increase in net assets to net
cash provided by operating activities:
       
         
Net increase in net assets resulting from operations
 
$
9,586,471
 
         
Decrease in investments
   
35,803,506
 
Decrease in interest receivable
   
500,663
 
Decrease in other assets
   
23,249
 
Decrease in deferred tax liability
   
(1,530,909
)
Decrease in investment advisory fee payable
   
(38,406
)
Decrease in tax payable
   
(2,537,317
)
Decrease in accrued expenses
   
(60,273
)
         
Total adjustments to net assets from operations
   
32,160,513
 
         
Net cash provided by operating activities
 
$
41,746,984
 
 
       
 
See Notes to Consolidated Financial Statements
10
 
2018 Annual Report

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS
For the year ended December 31, 2018 and 2017
 
 
 
 
2018
   
2017
 
Increase in net assets:
           
             
Operations:
           
Investment income - net
 
$
24,211,952
   
$
25,253,347
 
Net realized gain on investments after taxes
   
5,375,296
     
5,710,317
 
Net change in unrealized (depreciation) / appreciation of investments after taxes
   
(20,000,777
)
   
12,615,454
 
                 
Net increase in net assets resulting from operations
   
9,586,471
     
43,579,118
 
                 
Increase from common shares issued on reinvestment of dividends
               
Common shares issued (2018 - 143,005; 2017 - 149,457)
   
2,158,620
     
2,240,339
 
                 
Dividends to shareholders from:
               
Distributable earnings to Common Stock Shareholders (2018 - $1.20 per share; 2017 - $1.20 per share)
   
(24,034,954
)
   
(23,863,040
)
                 
Total (decrease) / increase in net assets
   
(12,289,863
)
   
21,956,417
 
                 
Net assets, beginning of year
   
303,527,308
     
281,570,891
 
                 
Net assets, end of year (1)
 
$
291,237,445
   
$
303,527,308
 
 
(1)
Includes undistributed net investment income of $3,034,469 in 2017. The requirement to disclose the corresponding amount as of December 31, 2018 was eliminated.
 
 
 
 
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,
 
 
 
2018
   
2017
   
2016
   
2015
   
2014
 
Net asset value:
                             
Beginning of year
 
$
15.22
   
$
14.23
   
$
14.03
   
$
14.34
   
$
13.85
 
                                         
Net investment income (a)
   
1.21
     
1.27
     
1.12
     
1.04
     
1.23
 
Net realized and unrealized gain (loss) on
investments
   
(0.73
)
   
0.92
     
0.26
     
(0.16
)
   
0.45
 
                                         
Total from investment operations
   
0.48
     
2.19
     
1.38
     
0.88
     
1.68
 
                                         
Dividends from net investment income to
common shareholders
   
(1.20
)
   
(1.20
)
   
(1.20
)
   
(1.20
)
   
(1.20
)
(Decrease)/Increase from dividends reinvested
   
0.00
     
0.00
     
0.02
     
0.01
     
0.01
 
                                         
Total dividends
   
(1.20
)
   
(1.20
)
   
(1.18
)
   
(1.19
)
   
(1.19
)
                                         
Net asset value: End of year
 
$
14.50
   
$
15.22
   
$
14.23
   
$
14.03
   
$
14.34
 
                                         
Per share market value: End of year
 
$
14.70
   
$
15.26
   
$
15.48
   
$
17.25
   
$
15.89
 
                                         
Total investment return
                                       
Net asset value (b)
   
3.17%
 
   
15.72%
 
   
10.13%
 
   
6.20%
 
   
13.78%
 
Market value (b)
   
4.54%
 
   
6.86%
 
   
(3.49%
)
   
17.01%
 
   
16.53%
 
                                         
Net assets (in millions):
                                     
End of year
 
$
291.24
   
$
303.53
   
$
281.57
   
$
275.92
   
$
280.13
 
Ratio of total expenses to average net assets (c)
   
2.87%
 
   
3.63%
 
   
2.92%
 
   
2.56%
 
   
3.66%
 
Ratio of operating expenses to average net assets
   
1.71%
 
   
1.59%
 
   
1.56%
 
   
1.67%
 
   
1.65%
 
Ratio of interest expense to average net assets
   
0.35%
 
   
0.51%
 
   
0.56%
 
   
0.55%
 
   
0.57%
 
Ratio of income tax expense to average net assets
   
0.81%
 
   
1.53%
 
   
0.80%
 
   
0.34%
 
   
1.44%
 
Ratio of net investment income to average net assets
   
8.00%
 
   
8.49%
 
   
7.80%
 
   
7.12%
 
   
8.57%
 
Portfolio turnover
   
48%
 
   
25%
 
   
29%
 
   
29%
 
   
38%
 
 
(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.
 
Senior borrowings:
 
                             
Total principal amount (in millions)
 
$
30
   
$
30
   
$
30
   
$
30
   
$
30
 
                                         
Asset coverage per $1,000 of indebtedness
 
$
10,708
   
$
11,118
   
$
10,386
   
$
10,197
   
$
10,338
 
 
See Notes to Consolidated Financial Statements
12
 
 
2018 Annual Report

CONSOLIDATED SCHEDULE OF INVESTMENTS
December 31, 2018
 
 
Corporate Restricted Securities - 96.73%: (A)
 
Principal Amount,
Shares, Units or
Ownership Percentage
   
Acquisition
Date
   
Cost
   
Fair Value
 
   
Private Placement Investments - 90.38%: (C)
 
   
1A Smart Start, Inc.
 
A designer, distributor and lessor of ignition interlock devices ("IIDs"). IIDs are sophisticated breathalyzers wired to a vehicle's ignition system.
 
10.77% Second Lien Term Loan due 12/22/2022
(LIBOR + 8.250%)
 
$
3,500,000
   
12/21/17
   
$
3,445,414
   
$
3,391,391
 
 
                             
   
ABC Industries, Inc.
 
A manufacturer of mine and tunneling ventilation products in the U.S.
 
13% Senior Subordinated Note due 07/31/2019
 
$
262,403
   
08/01/12
     
258,871
     
261,554
 
Preferred Stock Series A (B)
 
300,000 shs.
   
08/01/12
     
300,000
     
575,996
 
Warrant, exercisable until 2022, to purchase
common stock at $.02 per share (B)
 
53,794 shs.
   
08/01/12
     
101,870
     
96,595
 
 
                 
660,741
     
934,145
 
 
                             
   
Accelerate Learning
 
A provider of standards-based, digital science education content of K-12 schools.
 
6.97% Term Loan due 12/31/2024
(LIBOR + 4.500%)
 
$
2,266,162
   
12/19/18
     
2,221,086
     
2,206,950
 
 
                             
   
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
     
118,583
 
* 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.
 
12.5% (1% PIK) Senior Subordinated Note due
02/28/2022
 
$
3,132,412
     
*
     
3,101,356
     
3,076,497
 
Preferred Stock (B)
 
2,382 shs.
      **
 
   
238,212
     
268,585
 
Common Stock (B)
 
736 shs.
      **
 
   
736
     
 
* 03/27/15 and 11/16/18.
                   
3,340,304
     
3,345,082
 
** 03/27/15 and 11/15/18.
                               
 
 
See Notes to Consolidated Financial Statements
13
 
Barings Corporate Investors

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)
December 31, 2018
 
 
Corporate Restricted Securities: (A)
(Continued)
 
Principal Amount,
Shares, Units or
Ownership Percentage
     
Acquisition
Date
   
Cost
   
Fair Value
 
   
AM Conservation Holding Corp.
 
A supplier of energy efficiency ("EE") products, including lighting, shower heads and aerators, and weatherization products such as door seals and weather stripping.
 
11.5% (1.5% PIK) Senior Subordinated Note
due 04/30/2023
 
$
3,181,818
     
10/31/16
   
$
3,142,841
   
$
3,168,969
 
11.5% (1.25% PIK) Senior Subordinated Note
due 04/30/2023
 
$
418,049
     
10/06/17
     
411,115
     
415,520
 
Common Stock (B)
 
318,182 shs.
     
10/31/16
     
318,182
     
393,467
 
 
           
 
     
3,872,138
     
3,977,956
 
 
           
 
                 
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
     
531,344
 
 
           
 
                 
   
API Technologies Corp.
 
A designer, developer and manufacturer of electronic systems, subsystems, modules and secure communications for technically demanding defense, aerospace and commercial applications in the U.S. and internationally.
 
Limited Liability Company Unit
 
0.90% int.
     
04/20/16
     
488,461
     
931,000
 
 
           
 
                 
   
ASC Holdings, Inc.
 
A manufacturer of capital equipment used by corrugated box manufacturers.
 
13% (1% PIK) Senior Subordinated Note due
05/18/2021
 
$
1,549,860
     
11/19/15
     
1,534,164
     
1,422,064
 
Limited Liability Company Unit (B)
 
225,300 uts.
     
11/18/15
     
225,300
     
18,925
 
 
           
 
     
1,759,464
     
1,440,989
 
 
           
 
                 
Audio Precision
 
A provider of high-end audio test and measurement sensing instrumentation software and accessories.
 
7.80% Term Loan due 07/27/2024
(LIBOR + 5.000%)
 
$
3,800,000
     
10/30/18
     
3,726,248
     
3,677,055
 
 
           
 
                 
 
 
 
 
 
 
See Notes to Consolidated Financial Statements
14
 
 
2018 Annual Report

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)
December 31, 2018
 
 
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.
 
14% Junior Subordinated Note due 08/17/2022
 
$
22,028
   
08/30/18
   
$
22,028
   
$
21,625
 
11% Senior Subordinated Note due 02/17/2022
 
$
3,074,700
   
08/17/15
     
3,041,116
     
2,953,661
 
Preferred Stock (B)
 
425 shs.
   
08/17/15
     
424,875
     
223,818
 
Common Stock (B)
 
425 shs.
   
08/17/15
     
425
     
 
 
                 
3,488,444
     
3,199,104
 
 
                             
   
Avantech Testing Services LLC
 
A manufacturer of custom Non-Destructive Testing ("NDT") systems and provider of NDT and inspections services primarily to the oil country tubular goods market.
 
15% (3.75% PIK) Senior Subordinated Note due
03/31/2021 (D)
 
$
13,750
   
07/31/14
     
13,493
     
 
Limited Liability Company Unit (B) (F)
 
92,327 uts.
     
*
     
     
 
Limited Liability Company Unit Class C
Preferred (B) (F)
 
158,988 uts.
   
09/29/17
     
983,202
     
 
* 07/31/14 and 10/14/15.
                   
996,695
     
 
 
                               
   
BBB Industries LLC
 
A supplier of re-manufactured parts to the North American automotive aftermarket.
 
10.88% Second Lien Term Loan due 06/26/2026
(LIBOR +8.500%)
 
$
3,500,000
   
08/02/18
     
3,400,325
     
3,353,986
 
 
                               
   
BCC Software, Inc.
 
A provider of software and data solutions which enhance mail processing to help direct mail marketers realize discounts from the U.S. Postal Service, avoid penalties associated with mailing errors, and improve the accuracy and efficiency of marketing campaigns.
 
12% (1% PIK) Senior Subordinated Note due
04/11/2023
 
$
3,064,120
   
10/11/17
     
3,013,888
     
2,963,767
 
Preferred Stock Series A (B)
 
47 shs.
   
10/11/17
     
471,481
     
471,500
 
Common Stock Class A (B)
 
1,492 shs.
   
10/11/17
     
1,492
     
46,354
 
 
                   
3,486,861
     
3,481,621
 
 
                               
   
BDP International, Inc.
 
A provider of transportation and related services to the chemical and life sciences industries.
 
8.11% Term Loan due 12/14/2024
(LIBOR + 5.250%)
 
$
5,000,000
   
12/18/18
     
4,900,594
     
4,900,438
 
 
                               
 
 
 
 
See Notes to Consolidated Financial Statements
15
 
 
Barings Corporate Investors

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)
December 31, 2018
 
 
Corporate Restricted Securities: (A)
(Continued)
 
Principal Amount,
Shares, Units or
Ownership Percentage
     
Acquisition
Date
   
Cost
   
Fair Value
 
   
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
 
$
2,989,503
     
04/28/17
   
$
2,940,584
   
$
2,835,690
 
Limited Liability Company Unit (B)
 
5,600 uts.
     
04/28/17
     
560,000
     
379,245
 
 
                   
3,500,584
     
3,214,935
 
 
                               
   
Blue Wave Products, Inc.
 
A distributor of pool supplies.
                               
13% (1% PIK) Senior Subordinated Note due
09/30/2019
 
$
569,007
     
10/12/12
     
562,308
     
569,007
 
Common Stock (B)
 
114,894 shs.
     
10/12/12
     
114,894
     
326,933
 
Warrant, exercisable until 2022, to purchase
common stock at $.01 per share (B)
 
45,486 shs.
     
10/12/12
     
45,486
     
129,431
 
 
                   
722,688
     
1,025,371
 
 
                               
   
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)
 
59,996 shs.
     
06/30/15
     
1,902,077
     
 
 
                               
   
Brown Machine LLC
 
A designer and manufacturer of thermoforming equipment used in the production of plastic packaging containers within the food and beverage industry.
 
7.77% Term Loan due 10/04/2024
(LIBOR + 5.250%)
 
$
1,492,468
     
10/03/18
     
1,474,569
     
1,455,525
 
 
                               
   
Cadence, Inc.
 
A full-service contract manufacturer ("CMO") and supplier of advanced products, technologies, and services to medical device, life science, and industrial companies.
 
7.02% Lien Term Loan due 04/30/2025
(LIBOR + 4.500%)
 
$
2,036,938
     
05/14/18
     
1,994,784
     
1,959,593
 
 
                               
   
Cadent, LLC
 
A provider of advertising solutions driven by data and technology.
 
9.75% Term Loan due 09/07/2023 (LIBOR +
5.500%)
 
$
2,134,924
     
09/04/18
     
2,114,821
     
2,124,249
 
 
                               
 
 
See Notes to Consolidated Financial Statements
16
 
2018 Annual Report

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)
December 31, 2018
 
 
Corporate Restricted Securities: (A)
(Continued)
 
Principal Amount,
Shares, Units or
Ownership Percentage
     
Acquisition
Date
   
Cost
   
Fair Value
 
   
CHG Alternative Education Holding Company
 
A leading provider of publicly-funded, for profit pre-K-12 education services targeting special needs children at therapeutic day schools and "at risk" youth through alternative education programs.
 
13.5% (1.5% PIK) Senior Subordinated Note
due 06/19/2020
 
$
2,411,784
     
01/19/11
   
$
2,400,571
   
$
2,383,794
 
14% (2% PIK) Senior Subordinated Note
due 06/19/2020
 
$
640,418
     
08/03/12
     
637,775
     
627,921
 
Common Stock (B)
 
1,125 shs.
     
01/19/11
     
112,500
     
70,523
 
Warrant, exercisable until 2021, to purchase
common stock at $.01 per share (B)
 
884 shs.
     
01/19/11
     
87,750
     
55,435
 
 
                   
3,238,596
     
3,137,673
 
 
                               
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
     
606,202
 
 
                               
   
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.
 
8.48% Term Loan due 12/31/2023
(LIBOR + 6.000%)
 
$
3,449,138
     
12/20/18
     
3,363,429
     
3,351,977
 
 
                               
   
Clubessential LLC
 
A leading SaaS platform for private clubs and resorts.
 
11.89% Senior Subordinated Note due
01/12/2024 (LIBOR + 9.500%)
 
$
3,626,416
     
01/16/18
     
3,564,023
     
3,614,257
 
 
                               
   
CORA Health Services, Inc.
 
A provider of outpatient rehabilitation therapy services.
 
11% (1% PIK) Term Loan due 05/05/2025
 
$
4,240,741
     
05/01/18
     
2,975,933
     
2,911,105
 
Preferred Stock Series A (B)
 
1,538 shs.
     
06/30/16
     
77,625
     
190,788
 
Common Stock Class A (B)
 
7,692 shs.
     
06/30/16
     
7,692
     
131,915
 
 
                   
3,061,250
     
3,233,808
 
 
                               
 
See Notes to Consolidated Financial Statements
17
 
Barings Corporate Investors

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)
December 31, 2018
 
 
Corporate Restricted Securities: (A)
(Continued)
 
Principal Amount,
Shares, Units or
Ownership Percentage
   
Acquisition
Date
   
Cost
   
Fair Value
 
   
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
 
$
2,882,353
   
10/07/16
   
$
2,840,009
   
$
2,673,429
 
Limited Liability Company Unit (B) (F)
 
682,727 uts.
     
*
     
696,188
     
409,636
 
* 10/07/16 and 07/25/18.
                   
3,536,197
     
3,083,065
 
 
                               
   
Discovery Education, Inc.
 
A provider of standards-based, digital education content for K-12 schools.
 
7.55% Term Loan due 04/30/2024
(LIBOR + 4.750%)
 
$
4,822,290
   
04/20/18
     
4,736,668
     
4,650,189
 
 
                               
   
Dohmen Life Science Services
 
A provider of drug commercialization services for pharmaceutical and biotech companies, beginning in the late clinical trial phases.
 
10.96% Second Lien Term Loan due
03/12/2026 (LIBOR + 8.250%)
 
$
2,774,545
   
03/09/18
     
2,717,290
     
2,746,800
 
 
                               
   
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
     
644,441
 
Common Stock (B)
 
61 shs.
   
05/04/12
     
67,316
     
 
 
                   
673,157
     
644,441
 
 
                               
DuBois Chemicals, Inc.
 
A provider of consumable, value-added specialty cleaning chemical solutions to the industrial, transportation paper and water markets.
 
10.52% Second Lien Term Loan due
08/31/2025 (LIBOR + 8.000%)
 
$
3,500,000
   
09/19/18
     
3,466,309
     
3,430,000
 
 
                               
   
Dunn Paper
 
A provider of specialty paper for niche product applications.
 
11.27% Second Lien Term Loan due
08/26/2023 (LIBOR + 8.750%)
 
$
3,500,000
   
09/28/16
     
3,452,589
     
3,517,500
 
 
 
See Notes to Consolidated Financial Statements
18
 
 
2018 Annual Report

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)
December 31, 2018
 
 
Corporate Restricted Securities: (A)
(Continued)
 
Principal Amount,
Shares, Units or
Ownership Percentage
     
Acquisition
Date
   
Cost
   
Fair Value
 
   
ECG Consulting Group
 
A healthcare management consulting company who provides strategic, financial, operational, and technology related consulting services to healthcare providers.
 
11.5% (0.5 PIK) Senior Subordinated Note
due 06/20/2025
 
$
1,541,353
     
06/20/18
   
$
1,512,343
   
$
1,516,531
 
11.5% (0.5% PIK) Senior Subordinated Note due
06/20/2025
 
$
2,699,041
     
11/21/14
     
2,671,183
     
2,655,575
 
Limited Liability Company Unit (F)
 
467 uts.
     
11/19/14
     
73,447
     
172,467
 
 
           
 
     
4,256,973
     
4,344,573
 
 
           
 
                 
Electronic Power Systems
 
A provider of electrical testing services for apparatus equipment and protection & controls infrastructure.
 
7.48% Term Loan due 12/21/2024
(LIBOR + 5.000%)
 
$
3,674,494
     
12/21/18
     
3,619,478
     
3,618,997
 
Common Stock (B)
 
109 shs.
     
12/28/18
     
108,565
     
108,560
 
 
           
 
     
3,728,043
     
3,727,557
 
 
           
 
                 
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 01/14/2022 (D)
 
$
3,223,328
     
10/14/16
     
3,182,857
     
3,062,161
 
Limited Liability Company Unit (B) (F)
 
204 uts.
     
10/14/16
     
324,074
     
88,085
 
 
           
 
     
3,506,931
     
3,150,246
 
 
           
 
                 
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
 
$
2,713,345
     
06/30/17
     
2,669,929
     
2,618,462
 
Limited Liability Company Unit (B) (F)
 
806,916 uts.
     
06/30/17
     
806,916
     
603,576
 
 
                   
3,476,845
     
3,222,038
 
 
                               
E.S.P. Associates, P.A.
 
A professional services firm providing engineering, surveying and planning services to infrastructure projects.
 
12% (1% PIK) Senior Subordinated Note
due 10/04/2023
 
$
1,736,169
     
04/04/18
     
1,705,110
     
1,741,160
 
Limited Liability Company Unit (B)
 
574 uts.
     
06/29/18
     
574,468
     
643,079
 
 
                   
2,279,578
     
2,384,239
 
 
See Notes to Consolidated Financial Statements
19
 
 
Barings Corporate Investors

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)
December 31, 2018
 
 
Corporate Restricted Securities: (A)
(Continued)
 
Principal Amount,
Shares, Units or
Ownership Percentage
     
Acquisition
Date
   
Cost
   
Fair Value
 
   
F F C Holding Corporation
 
A leading U.S. manufacturer of private label frozen novelty and ice cream products.
 
Limited Liability Company Unit Series A
Preferred (B)
 
512 uts.
     
09/27/10
   
$
175,035
   
$
139,735
 
Limited Liability Company Unit Series B
Preferred (B)
 
102 uts.
     
12/27/18
     
102,140
     
357,490
 
Limited Liability Company Unit Common (B)
 
512 uts.
     
09/27/10
     
51,220
     
 
 
                 
328,395
     
497,225
 
 
                             
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 Preferred (B)
 
483,355 uts.
     
04/15/14
     
     
483,355
 
Limited Liability Company Unit Class B-1 (B)
 
394,737 uts.
     
12/15/10
     
394,737
     
2,619,886
 
Limited Liability Company Unit Class B-2 (B)
 
49,488 uts.
     
12/15/10
     
49,488
     
328,454
 
Limited Liability Company Unit Class B-3 (B)
 
39,130 uts.
     
08/30/12
     
90,000
     
269,884
 
Limited Liability Company Unit Class C (B)
 
9,449 uts.
     
12/20/10
     
96,056
     
421,276
 
 
                 
630,281
     
4,122,855
 
 
                             
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
     
 
 
                             
GlobalTranz
 
A provider of freight brokerage, utilizing a proprietary technology platform that provides multimodal transportation and logistics solutions by connecting shippers with carriers.
 
10.52% Second Lien Term Loan due 10/16/2026
(LIBOR + 8.000%)
 
$
3,500,000
     
10/15/18
     
3,448,726
     
3,406,180
 
 
                               
   
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
03/27/2019 (D)
 
$
2,957,402
     
03/27/13
     
2,953,593
     
2,661,662
 
Common Stock (B)
 
2,835 shs.
     
03/27/13
     
283,465
     
16,608
 
 
                   
3,237,058
     
2,678,270
 
 
 
See Notes to Consolidated Financial Statements
20
 
 
2018 Annual Report

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)
December 31, 2018
 
 
Corporate Restricted Securities: (A)
(Continued)
 
Principal Amount,
Shares, Units or
Ownership Percentage
   
Acquisition
Date
   
Cost
   
Fair Value
 
   
Glynlyon Holding Companies, Inc.
 
A technology-enabled curriculum provider of K-12 and support services predominantly to small and medium public school districts.
 
Common Stock
 
299 shs.
   
01/15/16
   
$
209,402
   
$
493,310
 
 
                           
   
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.
 
8.81% Term Loan due 12/21/2022 (LIBOR +
6.000%)
 
$
4,950,000
   
12/19/17
     
4,868,036
     
4,794,913
 
 
                             
   
GTI Holding Company
 
A designer, developer, and marketer of precision specialty hand tools and handheld test instruments.
 
12% Senior Subordinated Note due 05/22/2023
 
$
1,455,729
   
02/05/14
     
1,415,162
     
1,444,971
 
Common Stock (B)
 
2,093 shs.
     
*
     
209,271
     
238,190
 
Warrant, exercisable until 2027, to purchase
common stock at $.01 per share (B)
 
795 shs.
   
02/05/14
     
73,633
     
90,473
 
* 02/05/14 and 11/22/17.
                   
1,698,066
     
1,773,634
 
 
                               
   
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.
     
*
     
754,061
     
976,231
 
Limited Liability Company Unit Common Class A (B)
 
7,292 uts.
   
12/19/14
     
     
61,629
 
* 12/19/14 and 04/29/16.
                   
754,061
     
1,037,860
 
 
                               
   
Happy Floors Acquisition, Inc.
 
A wholesale importer and value-added distributor of premium European flooring tile to residential and commercial end markets.
 
11.5% (1% PIK) Senior Subordinated Note due
01/01/2023
 
$
2,021,642
   
07/01/16
     
1,995,819
     
2,038,073
 
Common Stock (B)
 
303 shs.
   
07/01/16
     
303,333
     
358,351
 
 
                   
2,299,152
     
2,396,424
 
 
 
See Notes to Consolidated Financial Statements

21
 
 
Barings Corporate Investors

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)
December 31, 2018
 
 
Corporate Restricted Securities: (A)
(Continued)
 
Principal Amount,
Shares, Units or
Ownership Percentage
   
Acquisition
Date
   
Cost
   
Fair Value
 
   
Hartland Controls Holding Corporation
 
A manufacturer and distributor of electronic and electromechanical components.
 
14% (2% PIK) Senior Subordinated Note due
08/14/2020
 
$
2,336,207
   
02/14/14
   
$
2,323,294
   
$
2,336,207
 
12% Senior Subordinated Note due 08/14/2020
 
$
875,000
   
06/22/15
     
872,020
     
869,303
 
Common Stock (B)
 
1,666 shs.
   
02/14/14
     
1,667
     
523,456
 
 
                 
3,196,981
     
3,728,966
 
 
                             
Healthline Media, Inc.
 
A consumer health platform that offers a variety of health-based articles and information for consumers.
 
7.61% Term Loan due 11/20/2023
(LIBOR + 4.750%)
 
$
3,441,360
   
11/20/18
     
3,373,852
     
3,332,351
 
 
                             
   
HHI Group, LLC
 
A developer, marketer, and distributor of hobby-grade radio control products.
 
14% (2% PIK) Senior Subordinated Note due
11/26/2020
 
$
3,368,312
   
01/17/14
     
3,350,327
     
3,368,312
 
Limited Liability Company Unit (B) (F)
 
203 uts.
   
01/17/14
     
203,125
     
70,965
 
 
                 
3,553,452
     
3,439,277
 
 
                             
Hollandia Produce LLC
 
A hydroponic greenhouse producer of branded root vegetables.
 
11% (3.25% PIK) Senior Subordinated Note due
03/31/2021
 
$
2,934,779
     
*
     
2,908,934
     
2,818,023
 
10.35% Term Loan due 12/12/2020
(LIBOR + 8.000%)
 
$
223,018
   
04/06/18
     
223,018
     
220,758
 
10.35% Term Loan due 12/11/2020
(LIBOR + 8.000%)
 
$
297,815
   
04/06/18
     
297,815
     
294,796
 
* 12/30/15 and 12/23/16
                   
3,429,767
     
3,333,577
 
 
                               
   
Holley Performance Products
 
A provider of automotive aftermarket performance products.
 
7.51% Term Loan due 10/17/2024 (LIBOR +
5.000%)
 
$
5,000,000
   
10/24/18
     
4,926,651
     
4,875,000
 
 
See Notes to Consolidated Financial Statements
22
 
 
2018 Annual Report

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)
December 31, 2018
 
 
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
     
     
 
 
                 
     
 
 
                             
Impact Confections
 
An independent manufacturer and marketer of confectionery products including Warheads® brand sour candies, Melster® brand classic candies, and co-manufactured/private label classic candies.
 
15% (15% PIK) Senior Subordinated Note due
11/10/2020 (D)
 
$
2,750,475
     
11/10/14
     
2,733,312
     
 
Common Stock (B)
 
4,667 shs.
     
11/10/14
     
466,667
     
 
 
                   
3,199,979
     
 
 
                               
JMH Investors LLC
 
A developer and manufacturer of custom formulations for a wide variety of foods.
 
Limited Liability Company Unit (B) (F)
 
2,493,253 uts.
     
12/05/12
     
557,301
     
 
Limited Liability Company Unit Class A-1 (B) (F)
 
381,717 uts.
     
10/31/16
     
381,717
     
805,080
 
Limited Liability Company Unit Class A-2 (B) (F)
 
2,478,261 uts.
     
10/31/16
     
     
531,959
 
 
                   
939,018
     
1,337,039
 
 
                               
K P I Holdings, Inc.
 
The largest player in the U.S. non-automotive, non-ferrous die casting segment.
 
Limited Liability Company Unit Class C
Preferred (B)
 
75 uts.
     
06/30/15
     
     
170,995
 
Common Stock (B)
 
667 shs.
     
07/15/08
     
539,502
     
542,946
 
 
                   
539,502
     
713,941
 
 
                               
LAC Acquisition LLC
 
A provider of center-based applied behavior analysis treatment centers for children diagnosed with autism spectrum disorder.
 
8.05% Term Loan due 10/01/2024
(LIBOR + 5.750%)
 
$
3,748,395
     
10/01/18
     
1,789,281
     
1,743,092
 
Limited Liability Company Unit Class A (F)
 
46,914 uts.
     
10/01/18
     
46,914
     
46,914
 
 
                   
1,836,195
     
1,790,006
 
 
 
See Notes to Consolidated Financial Statements
23
 
 
Barings Corporate Investors

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)
December 31, 2018
 
 
Corporate Restricted Securities: (A)
(Continued)
 
Principal Amount,
Shares, Units or
Ownership Percentage
     
Acquisition
Date
   
Cost
   
Fair Value
 
   
Manhattan Beachwear Holding Company
 
A designer and distributor of women's swimwear.
 
12.5% Senior Subordinated Note due
04/30/2019 (D)
 
$
1,259,914
     
01/15/10
   
$
1,212,363
   
$
1,133,923
 
15% (2.5% PIK) Senior Subordinated Note due
04/30/2019 (D)
 
$
345,759
     
10/05/10
     
343,820
     
311,183
 
Common Stock (B)
 
106 shs.
     
10/05/10
     
106,200
     
3,743
 
Common Stock Class B (B)
 
353 shs.
     
01/15/10
     
352,941
     
12,439
 
Warrant, exercisable until 2019, to purchase
common stock at $.01 per share (B)
 
312 shs.
     
10/05/10
     
283,738
     
11,008
 
 
                   
2,299,062
     
1,472,296
 
 
                               
Master Cutlery LLC
 
A designer and marketer of a wide assortment of knives and swords.
 
13% Senior Subordinated Note due 04/17/2020
 
$
1,736,205
     
04/17/15
     
1,730,889
     
520,862
 
Limited Liability Company Unit
 
9 uts.
     
04/17/15
     
1,356,658
     
 
 
                   
3,087,547
     
520,862
 
 
                               
   
Merex Holding Corporation
 
A provider of after-market spare parts and components, as well as maintenance, repair and overhaul services for "out of production" or "legacy" aerospace and defense systems that are no longer effectively supported by the original equipment manufacturers.
 
16% Senior Subordinated Note due
03/03/2022 (D)
 
$
1,362,886
     
09/22/11
     
1,347,188
     
1,226,597
 
15% PIK Senior Subordinated Note due
04/30/2022 (D)
 
$
71,517
     
08/18/15
     
71,517
     
57,214
 
14% PIK Senior Subordinated Note due
06/30/2019
 
$
213,367
     
*
     
213,367
     
212,347
 
Common Stock Class A (B)
 
249,235 shs.
     
**
     
512,114
     
 
* 10/21/16, 01/27/17 and 10/13/17.
                   
2,144,186
     
1,496,158
 
** 08/18/15, 10/20/16 and 01/27/17.
                               
 
See Notes to Consolidated Financial Statements
24
 
 
2018 Annual Report

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)
December 31, 2018
 
 
Corporate Restricted Securities: (A)
(Continued)
 
Principal Amount,
Shares, Units or
Ownership Percentage
   
Acquisition
Date
   
Cost
   
Fair Value
 
   
MES Partners, Inc.
 
An industrial service business offering an array of cleaning and environmental services to the Gulf Coast region of the U.S.
 
12% (1% PIK) Senior Subordinated Note due 09/30/2021
 
$
2,290,652
   
09/30/14
   
$
2,268,876
   
$
2,285,096
 
12% Senior Subordinated Note due
09/30/2021
 
$
615,379
   
02/28/18
     
605,577
     
613,886
 
Common Stock Class B (B)
 
526,019 shs.
     
*
     
495,405
     
224,858
 
* 09/30/14 and 02/28/18.
                   
3,369,858
     
3,123,840
 
 
                               
   
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
     
2,257,998
     
2,204,755
 
Limited Liability Company Unit (B) (F)
 
456 uts.
   
03/09/18
     
459,574
     
214,552
 
 
                   
2,717,572
     
2,419,307
 
 
                               
Midwest Industrial Rubber, Inc.
 
A supplier of industrial maintenance, repair, and operations ("MRO") products, specializing in the fabrication and distribution of lightweight conveyor belting and related conveyor components and accessories.
 
12% (1% PIK) Senior Subordinated Note due
12/02/2022
 
$
3,218,509
   
12/02/16
     
3,172,280
     
3,166,304
 
Preferred Stock (B)
 
3,472 shs.
   
12/02/16
     
347,191
     
390,625
 
Common Stock (B)
 
491 shs.
   
12/02/16
     
491
     
 
 
                   
3,519,962
     
3,556,929
 
 
                               
Motion Controls Holdings
 
A manufacturer of high performance mechanical motion control and linkage products.
 
14.25% (1.75% PIK) Senior Subordinated Note
due 08/15/2020
 
$
867,783
   
11/30/10
     
864,508
     
862,734
 
Limited Liability Company Unit Class B-1 (B) (F)
 
225,000 uts.
   
11/30/10
     
     
138,143
 
Limited Liability Company Unit Class B-2 (B) (F)
 
20,403 uts.
   
11/30/10
     
     
12,527
 
 
                   
864,508
     
1,013,404
 
 
                               
New Mountain Learning, LLC
 
A leading provider of blended learning solutions to the K-12 and post-secondary school market.
 
8.3% Term Loan due 03/16/2024
(LIBOR + 5.500%)
 
$
4,498,014
   
03/15/18
     
4,183,255
     
3,963,031
 
 
 
 
 
 
 
 
 
See Notes to Consolidated Financial Statements

25
 
 
Barings Corporate Investors

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)
December 31, 2018
 
 
Corporate Restricted Securities: (A)
(Continued)
 
Principal Amount,
Shares, Units or
Ownership Percentage
   
Acquisition
Date
   
Cost
   
Fair Value
 
   
NSi Industries Holdings, Inc.
 
A manufacturer and distributer of electrical components and accessories to small to mid-sized electrical wholesalers.
 
12.75% (1.75% PIK) Senior Subordinated Note
due 05/17/2023
 
$
3,099,913
   
06/30/16
   
$
3,056,891
   
$
3,043,995
 
Common Stock (B)
 
420 shs.
   
05/17/16
     
420,000
     
579,688
 
 
                 
3,476,891
     
3,623,683
 
 
                             
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
     
3,557,788
     
3,533,501
 
Common Stock Class B (B)
 
772,121 shs.
     
*
     
772,121
     
1,363,824
 
* 01/29/16 and 02/17/17.
                   
4,329,909
     
4,897,325
 
 
                               
   
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.
 
11.25% Term Loan due 11/16/2022
 
$
765,304
   
11/14/17
     
749,149
     
735,400
 
8.77% Term Loan due 11/17/2024 (LIBOR +
6.250%)
 
$
4,275,347
   
11/14/17
     
3,906,705
     
3,848,491
 
 
                   
4,655,854
     
4,583,891
 
 
                               
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.
     
*
     
420,814
     
46,418
 
* 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% (1% PIK) Senior Subordinated Note due
01/31/2020
 
$
2,170,983
   
07/31/14
     
2,159,212
     
1,302,590
 
Limited Liability Company Unit
 
300,485 uts.
   
07/31/14
     
300,485
     
 
Limited Liability Company Unit Class F
 
75,022 uts.
     
*
     
50,322
     
 
* 09/28/17 and 2/15/18.
                   
2,510,019
     
1,302,590
 
 
 
 
See Notes to Consolidated Financial Statements
26
 
 
2018 Annual Report

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)
December 31, 2018
 
 
Corporate Restricted Securities: (A)
(Continued)
 
Principal Amount,
Shares, Units or
Ownership Percentage
     
Acquisition
Date
   
Cost
   
Fair Value
 
   
PPC Event Services
 
A special event equipment rental business.
 
14% (2% PIK) Senior Subordinated Note due
05/20/2020
 
$
2,463,987
     
11/20/14
   
$
2,449,267
   
$
2,441,139
 
Limited Liability Company Unit (B)
 
7,000 uts.
     
11/20/14
     
350,000
     
565,148
 
Limited Liability Company Unit Series A-1 (B)
 
689 uts.
     
03/16/16
     
86,067
     
56,552
 
 
                   
2,885,334
     
3,062,839
 
 
                               
Randy's Worldwide Automotive
 
A designer and distributor of automotive aftermarket parts.
 
Common Stock (B)
 
240 shs.
     
05/12/15
     
240,388
     
592,631
 
 
                               
   
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.
 
10.5% (0.5% PIK) Senior Subordinated Note
due 02/28/2023
 
$
2,920,990
     
11/13/17
     
2,920,990
     
2,902,548
 
Limited Liability Company Unit Class B
 
595,745 uts.
     
11/13/17
     
374,731
     
599,560
 
 
                   
3,295,721
     
3,502,108
 
 
                               
REVSpring, Inc.
 
A provider of accounts receivable management and revenue cycle management services to customers in the healthcare, financial and utility industries.
 
10.77% Second Lien Term Loan due
10/11/2026 (LIBOR + 8.250%)
 
$
3,500,000
     
10/11/18
     
3,397,947
     
3,354,310
 
 
                               
   
Rock-it Cargo
 
A provider of specialized international logistics solutions to the music touring, performing arts, live events, fine art and specialty industries.
 
7.55% Term Loan due 06/22/2024
(LIBOR + 4.750%)
 
$
4,987,500
     
07/30/18
     
4,871,572
     
4,898,266
 
 
                               
   
ROI Solutions
 
Call center outsourcing and end user engagement services provider.
 
7.4% Term Loan due 07/31/2024
(LIBOR + 5.000%)
 
$
3,796,088
     
07/31/18
     
1,487,052
     
1,434,938
 
 
                               
 
 
 
See Notes to Consolidated Financial Statements

27
 
 
Barings Corporate Investors

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)
December 31, 2018
 
 
Corporate Restricted Securities: (A)
(Continued)
 
Principal Amount,
Shares, Units or
Ownership Percentage
   
Acquisition
Date
   
Cost
   
Fair Value
 
   
Sandvine Corporation
 
A provider of active network intelligence solutions.
 
10.52% Second Lien Term Loan due
11/02/2026 (LIBOR + 8.000%)
 
$
3,500,000
   
11/01/18
   
$
3,414,297
   
$
3,372,307
 
 
                             
   
Sara Lee Frozen Foods
 
A provider of frozen bakery products, desserts and sweet baked goods.
 
7.02% Lien Term Loan due 07/31/2024
(LIBOR + 4.500%)
 
$
3,847,158
   
07/27/18
     
3,766,715
     
3,709,322
 
 
                             
   
Signature Systems Holdings Company
 
A seller and installer of a variety of modular surfaces, industrial matting and related products used for ground protection.
 
Common Stock (B)
 
181 shs.
   
03/15/13
     
181,221
     
850,600
 
Warrant, exercisable until 2023, to purchase
common stock at $.01 per share (B)
 
74 shs.
   
03/15/13
     
67,958
     
347,478
 
 
                 
249,179
     
1,198,078
 
 
                             
Smart Source Holdings LLC
 
A short-term computer rental company.
 
Limited Liability Company Unit (B)
 
619 uts.
     
*
     
493,496
     
1,045,437
 
Warrant, exercisable until 2020, to purchase
common stock at $.01 per share (B)
 
157 shs.
     
*
     
127,437
     
264,844
 
* 08/31/07 and 03/06/08.
                   
620,933
     
1,310,281
 
 
                               
   
SMB Machinery Holdings, Inc.
 
A reseller of used, rebuilt and refurbished packaging and processing equipment, primarily serving the bottling and food manufacturing industries.
 
14% (2% PIK) Senior Subordinated Note due
10/18/2019 (D)
 
$
1,477,388
   
10/18/13
     
1,452,295
     
 
Common Stock (B)
 
1,681 shs.
   
10/18/13
     
168,100
     
 
 
                   
1,620,395
     
 
 
                               
Speciifed 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
 
$
2,484,919
   
12/19/18
     
2,457,030
     
2,446,220
 
 
 
 
 
 
See Notes to Consolidated Financial Statements
28
 
2018 Annual Report

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)
December 31, 2018
 
 
Corporate Restricted Securities: (A)
(Continued)
 
Principal Amount,
Shares, Units or
Ownership Percentage
   
Acquisition
Date
   
Cost
   
Fair Value
 
   
SR Smith LLC
 
A manufacturer of mine and tunneling ventilation products in the United States.
 
11% Senior Subordinated Note due 03/27/2022
 
$
2,200,568
     
*
   
$
2,184,977
   
$
2,158,940
 
Limited Liability Company Unit Class A
 
464 uts.
     
*
     
2,152,688
     
2,823,590
 
* 03/27/17 and 08/07/18.
                   
4,337,665
     
4,982,530
 
 
                               
   
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
     
529,062
 
Preferred Stock Series A-2 (B)
 
53,086 shs.
   
09/10/15
     
59,987
     
88,338
 
 
                   
377,922
     
617,400
 
 
                               
Strategic Insight, Inc.
 
A provider of largely proprietary date, market research, and business intelligence to the global asset management industry.
 
12.05% Second Lien Term Loan due 12/21/2024
(LIBOR + 9.250%)
 
$
3,500,000
   
12/28/17
     
3,432,619
     
3,276,397
 
 
                               
   
Sunrise Windows Holding Company
 
A manufacturer and marketer of premium vinyl windows exclusively selling to the residential remodeling and replacement market.
 
16% Senior Subordinated Note due
05/28/2020 (D)
 
$
5,436,327
     
*
     
4,075,756
     
4,077,245
 
Common Stock (B)
 
115 shs.
   
12/14/10
     
114,504
     
 
Warrant, exercisable until 2020, to purchase
common stock at $.01 per share (B)
 
112 shs.
   
12/14/10
     
111,747
     
 
* 12/14/10, 08/17/12 and 03/31/16.
                   
4,302,007
     
4,077,245
 
 
                               
   
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
07/31/2021 (D)
 
$
2,851,577
   
07/31/15
     
2,802,248
     
2,281,262
 
Common Stock (B)
 
139 shs.
     
*
     
213,007
     
 
* 7/31/15 and 11/08/17.
                   
3,015,255
     
2,281,262
 
 
 
 
See Notes to Consolidated Financial Statements
29
 
 
Barings Corporate Investors

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)
December 31, 2018
 
 
Corporate Restricted Securities: (A)
(Continued)
 
Principal Amount,
Shares, Units or
Ownership Percentage
     
Acquisition
Date
   
Cost
   
Fair Value
 
   
Team Drive-Away Holdings LLC
 
An asset-light provider of over the road driveaway services for class 8 trucks and specialized equipment.
 
Limited Liability Company Unit
 
194,400 uts.
     
10/15/15
   
$
136,334
   
$
483,667
 
 
                             
   
Therma-Stor Holdings LLC
 
A designer and manufacturer of dehumidifiers and water damage restoration equipment for residential and commercial applications.
 
10.5% (0.5% PIK) Senior Subordinated Note due
11/30/2023
 
$
2,786,104
     
11/30/17
     
2,786,104
     
2,690,780
 
Limited Liability Company Unit (B)
 
729,167 uts.
     
11/30/17
     
695,639
     
714,238
 
 
                   
3,481,743
     
3,405,018
 
 
                               
Torrent Group Holdings, Inc.
 
A contractor specializing in the sales and installation of engineered drywells for the retention and filtration of stormwater and nuisance water flow.
 
15% (7.5% PIK) Senior Subordinated Note due
12/05/2020
 
$
90,943
     
12/05/13
     
181,791
     
90,943
 
Warrant, exercisable until 2023, to purchase
common stock at $.01 per share (B)
 
53,038 shs.
     
12/05/13
     
     
44,552
 
 
                   
181,791
     
135,495
 
 
                               
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.
 
8.3% Unitranche Term Loan due 04/30/2024
(LIBOR + 5.500%)
 
$
4,975,000
     
05/14/18
     
4,874,012
     
4,786,399
 
 
                               
   
Tristar Global Energy Solutions, Inc.
 
A hydrocarbon and decontamination services provider serving refineries worldwide.
 
12.5% (1.5% PIK) Senior Subordinated Note due
07/31/2020
 
$
2,390,441
     
01/23/15
     
2,374,698
     
2,270,873
 
 
 
 
See Notes to Consolidated Financial Statements
30
 
 
2018 Annual Report

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)
December 31, 2018
 
 
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.
 
7.39% Term Loan due 10/01/2023
(LIBOR + 5.000%)
 
$
4,783,981
     
09/28/18
   
$
4,704,609
   
$
4,641,985
 
Limited Liability Company Unit (B) (F)
 
97 uts.
     
09/28/18
     
96,883
     
96,880
 
 
                   
4,801,492
     
4,738,865
 
 
                               
U.S. Legal Support, Inc.
 
A provider of court reporting, record retrieval and other legal supplemental services.
 
8.46% Term Loan due 11/12/2024
(LIBOR + 5.750%)
 
$
4,466,825
     
11/29/18
     
3,533,480
     
3,483,618
 
 
                               
   
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.
 
11.55% Second Lien Term Loan due 02/14/2023
(LIBOR + 8.500%)
 
$
3,500,000
     
03/05/18
     
3,200,731
     
3,144,964
 
 
                               
   
UBEO, LLC
 
A dealer and servicer of printers and copiers to medium sized businesses.
 
11% Term Loan due 10/03/2024
 
$
3,500,000
     
11/05/18
     
2,715,511
     
2,675,625
 
 
                               
   
Velocity Technology Solutions, Inc.
 
A provider of outsourced hosting services for enterprise resource planning software applications and information technology infrastructure to mid and large-sized enterprises.
 
8.8% Lien Term Loan due 12/07/2023
(LIBOR + 6.000%)
 
$
4,158,000
     
12/07/17
     
4,123,758
     
4,070,625
 
 
                               
   
VP Holding Company
 
A provider of school transportation services for special-needs and homeless children in Massachusetts and Connecticut.
 
8.31% Lien Term Loan due 05/22/2024
(LIBOR + 5.500%)
 
$
4,983,824
     
05/17/18
     
3,484,844
     
3,399,505
 
 
 
 
 
 
 
 
See Notes to Consolidated Financial Statements

31
 
 
Barings Corporate Investors

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)
December 31, 2018
 
 
Corporate Restricted Securities: (A)
(Continued)
 
Principal Amount,
Shares, Units or
Ownership Percentage
     
Acquisition
Date
   
Cost
   
Fair Value
 
   
Westminster Acquisition LLC
 
A manufacturer of premium, all-natural oyster cracker products sold under the Westminster and Olde Cape Cod brands.
 
12% (1% PIK) Senior Subordinated Note due
02/03/2021
 
$
777,225
     
08/03/15
   
$
771,010
   
$
755,064
 
Limited Liability Company Unit (B) (F)
 
751,212 uts.
     
08/03/15
     
751,212
     
663,423
 
 
                   
1,522,222
     
1,418,487
 
 
                               
Whitebridge Pet Brands Holdings, LLC
 
A portfolio of natural treats and foods for dogs and cats.
 
11.5% (0.5% PIK) Senior Subordinated Note due
08/18/2021
 
$
3,030,914
     
04/18/17
     
3,001,838
     
2,973,140
 
Limited Liability Company Unit Class A (B) (F)
 
250 uts.
     
04/18/17
     
300,485
     
293,349
 
Limited Liability Company Unit Class B (B) (F)
 
250 uts.
     
04/18/17
     
     
3,894
 
 
                   
3,302,323
     
3,270,383
 
 
                               
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
     
318,182
     
426,114
 
 
                               
   
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.
 
10.86% Second Lien Term Loan due 02/03/2025
(LIBOR + 8.000%)
 
$
4,375,000
     
02/13/17
     
4,317,740
     
4,236,493
 
 
                               
   
WP Supply Holding Corporation
 
A distributor of fresh fruits and vegetables to grocery wholesalers and foodservice distributors in the upper Midwest.
 
14.5% (2.5% PIK) Senior Subordinated Note due
06/12/2020
 
$
3,048,252
     
11/03/11
     
3,048,146
     
2,980,170
 
Common Stock (B)
 
4,500 shs.
     
11/03/11
     
450,000
     
298,666
 
 
                   
3,498,146
     
3,278,836
 
 
 
See Notes to Consolidated Financial Statements
32
 
 
2018 Annual Report

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)
December 31, 2018
 
 
Corporate Restricted Securities: (A)
(Continued)
 
Principal Amount,
Shares, Units or
Ownership Percentage
   
Acquisition
Date
   
Cost
   
Fair Value
 
   
York Wall Holding Company
 
A designer, manufacturer and marketer of wall covering products for both residential and commercial wall coverings.
 
14.5% (1.5% PIK) Senior Subordinated Note
due 03/04/2021 (D)
 
$
3,950,121
   
03/04/15
   
$
3,144,099
   
$
3,672,890
 
Common Stock (B)
 
4,151 shs.
     
*
     
406,617
     
309,311
 
* 03/04/15 and 02/07/18.
                   
3,550,716
     
3,982,201
 
 
                               
                                 
Total Private Placement Investments (E)
                 
$
271,131,720
   
$
263,207,746
 
 
                               
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
See Notes to Consolidated Financial Statements

33
 
 
Barings Corporate Investors

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)
December 31, 2018
 
 
Corporate Restricted Securities: (A)
(Continued)
 
Interest
Rate
 
Maturity
Date
 
Principal
Amount
   
Cost
   
Market Value
 
                           
Rule 144A Securities - 6.35%:
     
 
                 
   
Bonds - 6.33%
 
Acrisure LLC / Acrisure Finance Inc.
   
7.000
%
11/15/25
 
$
653,000
   
$
610,652
   
$
556,683
 
Apex Tool Group LLC / BC Mountain Finance Inc.
   
9.000
 
02/15/23
   
778,000
     
778,000
     
657,410
 
Avantor Inc.
   
9.000
 
10/01/25
   
696,000
     
694,422
     
696,000
 
Carlson Travel, Inc.
   
9.500
 
12/15/24
   
779,000
     
716,205
     
706,943
 
CITGO Holding, Inc.
   
10.750
 
02/15/20
   
581,000
     
585,136
     
592,620
 
Enterprise Merger Sub Inc.
   
8.750
 
10/15/26
   
581,000
     
581,000
     
502,565
 
EnVen Energy Ventures, LLC
   
11.000
 
02/15/23
   
1,000,000
     
1,000,000
     
1,070,000
 
EP Energy Corporation
   
8.000
 
11/29/24
   
444,000
     
444,000
     
330,780
 
First Quantum Minerals Ltd.
   
7.500
 
04/01/25
   
889,000
     
859,029
     
733,425
 
IAMGOLD Corporation
   
7.000
 
04/15/25
   
581,000
     
581,000
     
546,140
 
KCA Deutag UK Finance PLC
   
9.625
 
04/01/23
   
414,000
     
414,000
     
333,270
 
KeHE Distributors, LLC
   
7.625
 
08/15/21
   
653,000
     
670,994
     
620,350
 
LBC Tank Terminals Holding Netherlands B.V.
   
6.875
 
05/15/23
   
859,000
     
870,597
     
764,510
 
New Enterprise Stone & Lime Co., Inc.
   
6.250
 
03/15/26
   
653,000
     
663,673
     
594,230
 
New Gold Inc.
   
6.250
 
11/15/22
   
889,000
     
892,171
     
746,760
 
New Gold Inc.
   
6.375
 
05/15/25
   
231,000
     
231,000
     
175,560
 
Onex Corporation
   
8.500
 
10/01/22
   
1,352,000
     
1,304,111
     
939,640
 
OPE KAG Finance Sub
   
7.875
 
07/31/23
   
1,016,000
     
1,041,326
     
972,820
 
Ortho-Clinical Diagnostics, Inc.
   
6.625
 
05/15/22
   
1,106,000
     
1,093,472
     
995,400
 
Peabody Energy Corporation
   
6.615
 
03/31/25
   
581,000
     
573,825
     
540,330
 
Pinnacle Operating Corporation
   
9.000
 
05/15/23
   
756,588
     
896,340
     
491,782
 
Suncoke Energy
   
7.500
 
06/15/25
   
581,000
     
573,352
     
550,497
 
Topaz Marine S.A.
   
9.125
 
07/26/22
   
1,000,000
     
1,000,000
     
1,001,160
 
Tullow Oil Plc
   
6.250
 
04/15/22
   
711,000
     
584,995
     
684,337
 
USIS Merger Sub Inc.
   
6.875
 
05/01/25
   
653,000
     
653,000
     
599,519
 
Veritas US Inc. / Veritas Bermuda Ltd.
   
10.500
 
02/01/24
   
889,000
     
927,795
     
582,295
 
Vine Oil & Gas LP
   
8.750
 
04/15/23
   
581,000
     
576,234
     
458,990
 
VistaJet Malta Finance P.L.C.
   
7.750
 
06/01/20
   
786,000
     
741,107
     
752,595
 
Warrior Met Coal, Inc.
   
8.000
 
11/01/24
   
251,000
     
251,000
     
249,118
 
 
                                 
Total Bonds
                     
20,808,436
     
18,445,729
 
                                   
Preferred Stock - 0.02%
                                 
Pinnacle Operating Corporation (B)
             
519,298
     
339,854
     
51,930
 
 
                                 
Total Preferred Stock
                     
339,854
     
51,930
 
 
                                 
 
 
 
 
 
 
See Notes to Consolidated Financial Statements
34
 
 
2018 Annual Report

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)
December 31, 2018
 
 
Corporate Restricted Securities: (A)
(Continued)
 
Interest
Rate
 
Maturity
Date
 
Principal
Amount
   
Cost
   
Market Value
 
   
Common Stock - 0.00%
 
TherOX, Inc. (B)
   
 
 
$
6
   
$
   
$
 
Touchstone Health Partnership (B)
       
 
   
1,168
     
     
 
                                   
Total Common Stock
       
 
           
     
 
 
       
 
                       
                                   
Total Rule 144A Securities
       
 
           
21,148,290
     
18,497,659
 
 
       
 
                       
                                   
Total Corporate Restricted Securities
       
 
         
$
292,280,010
   
$
281,705,405
 
 
       
 
                       
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
See Notes to Consolidated Financial Statements

35
 
 
Barings Corporate Investors

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)
December 31, 2018
 
 
Corporate Public Securities - 6.52%: (A)
 
LIBOR
Spread
 
Interest
Rate
 
Maturity
Date
 
Principal
Amount
   
Cost
   
Market
Value
 
   
Bank Loans - 5.36%
 
Almonde, Inc.
 
7.250
%
10.053
%
06/13/25
 
$
940,734
   
$
955,982
   
$
863,462
 
Bass Pro Group LLC
 
5.000
 
7.522
 
09/25/24
   
380,828
     
378,948
     
363,500
 
Big River Steel LLC
 
5.000
 
7.803
 
08/23/23
   
236,605
     
234,767
     
233,647
 
BMC Software Finance, Inc.
 
4.250
 
7.053
 
10/02/25
   
1,000,000
     
990,345
     
962,190
 
Caelus Energy Alaska, LLC
 
7.500
 
10.304
 
04/15/20
   
466,667
     
465,620
     
413,779
 
CenturyLink, Inc.
 
2.750
 
5.272
 
01/03/25
   
994,975
     
988,081
     
926,322
 
Confie Seguros Holding II Co
 
8.500
 
11.238
 
11/02/25
   
922,394
     
904,330
     
893,182
 
Edelman Financial Services
 
6.750
 
9.186
 
07/20/26
   
258,914
     
257,690
     
245,968
 
Fieldwood Energy LLC
 
5.250
 
7.772
 
04/11/22
   
344,430
     
311,329
     
320,968
 
Fieldwood Energy LLC
 
7.250
 
9.772
 
04/11/23
   
1,455,992
     
807,130
     
1,265,257
 
Gulf Finance LLC
 
5.250
 
7.780
 
08/25/23
   
501,768
     
498,479
     
380,716
 
ION Trading Technologies S.a.r.l
 
4.000
 
6.522
 
11/21/24
   
560,264
     
546,974
     
528,049
 
K&N Engineering, Inc.
 
8.750
 
11.272
 
10/21/24
   
991,283
     
976,835
     
931,806
 
Kronos Incorporated
 
8.250
 
10.791
 
11/01/24
   
409,457
     
406,449
     
403,573
 
OCI Beaumont LLC
 
4.000
 
6.803
 
02/14/25
   
250,196
     
249,918
     
244,879
 
PowerSchool
 
6.750
 
9.097
 
08/01/26
   
1,000,000
     
990,507
     
980,000
 
Prospect Medical Holdings, Inc.
 
5.500
 
7.938
 
02/13/24
   
524,708
     
515,688
     
516,837
 
PS Logistics LLC
 
4.750
 
7.277
 
03/01/25
   
997,500
     
1,006,459
     
967,575
 
Schenectady International Group Inc.
 
4.750
 
7.186
 
10/15/25
   
635,977
     
611,208
     
610,538
 
Seadrill Partners Finco, LLC
 
6.000
 
8.822
 
02/21/21
   
926,917
     
678,489
     
723,580
 
Serta Simmons Bedding, LLC
 
8.000
 
10.432
 
11/08/24
   
1,000,000
     
973,316
     
706,670
 
STS Operating, Inc.
 
8.000
 
10.522
 
04/25/26
   
1,000,000
     
1,010,000
     
937,500
 
Summit Midstream Holdings, LLC
 
6.000
 
8.522
 
05/15/22
   
231,799
     
230,282
     
226,584
 
Wastequip, LLC
 
7.750
 
10.256
 
03/20/26
   
1,000,000
     
981,915
     
970,000
 
                                     
Total Bank Loans
                       
15,970,741
     
15,616,582
 
 
                                   
                                     
Bonds - 0.48%
                                   
Anchorage Capital Group, LLC
 
7.250
 
9.686
 
01/15/29
   
700,000
     
724,063
     
699,941
 
Laredo Petroleum, Inc.
     
6.250
 
03/15/23
   
581,000
     
582,312
     
521,448
 
Sonic Automotive, Inc.
     
6.125
 
03/15/27
   
204,000
     
204,000
     
178,500
 
                                     
Total Bonds
                       
1,510,375
     
1,399,889
 
 
                                   
 
 
 
 
See Notes to Consolidated Financial Statements
36
 
 
2018 Annual Report

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)
December 31, 2018
 
 
Corporate Public Securities: (A)
(Continued)
 
LIBOR
Spread
 
Interest
Rate
 
Maturity
Date
 
Principal
Amount
   
Cost
   
Market
Value
 
                               
Common Stock - 0.36%
         
 
                 
Chase Packaging Corporation (B)
 
 
     
    
 
$
9,541
   
$
   
$
382
 
Fieldwood Energy LLC
         
 
   
19,599
     
474,575
     
705,564
 
Jupiter Resources Inc.
         
 
   
101,360
     
489,882
     
344,624
 
                                     
Total Common Stock
         
 
           
964,457
     
1,050,570
 
 
         
 
                       
                                     
Preferred Stock - 0.32%
         
 
                       
B. Riley Financial, Inc.
         
 
   
40,000
     
1,000,000
     
923,200
 
                                     
Total Preferred Stock
         
 
           
1,000,000
     
923,200
 
 
         
 
                       
                                     
Total Corporate Public Securities
         
 
         
$
19,445,573
   
$
18,990,241
 
 
         
 
                       
Total Investments
     
103.25
%
 
         
$
311,725,583
   
$
300,695,646
 
 
         
 
                       
Other Assets
     
10.16
 
 
                   
29,581,683
 
Liabilities
     
(13.41
)
 
                   
(39,039,884
)
                                     
Total Net Assets
     
100.00
%
 
                 
$
291,237,445
 
 
         
 
                       
 
 
 
 
 
 
 
 
 
(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, 2018, the value of these securities amounted to $263,207,746 or 90.38% of net assets.
(F)
Held in CI Subsidiary Trust.
PIK - Payment-in-kind
 
 
 
 
 
 
 
 
 
 
 
 
 
See Notes to Consolidated Financial Statements

37
 
Barings Corporate Investors

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)
December 31, 2018
 
 
Industry Classification:
 
Fair Value/
Market Value
 
       
AEROSPACE & DEFENSE - 4.62%
     
API Technologies Corp.
 
$
931,000
 
BEI Precision Systems & Space
Company, Inc.
   
3,214,935
 
Merex Holding Corporation
   
1,496,158
 
Sunvair Aerospace Group Inc.
   
2,281,262
 
Trident Maritime Systems
   
4,786,399
 
VistaJet Malta Finance P.L.C.
   
752,595
 
 
   
13,462,349
 
         
AUTOMOTIVE - 5.77%
       
Aurora Parts & Accessories LLC
   
3,199,104
 
BBB Industries LLC
   
3,353,986
 
DPL Holding Corporation
   
644,441
 
English Color & Supply LLC
   
3,222,038
 
Holley Performance Products
   
4,875,000
 
K&N Engineering, Inc.
   
931,806
 
Randy's Worldwide Automotive
   
592,631
 
 
   
16,819,006
 
       
BUILDING MATERIALS - 4.28%
 
Happy Floors Acquisition, Inc.
   
2,396,424
 
New Enterprise Stone & Lime Co., Inc.
   
594,230
 
NSi Industries Holdings, Inc.
   
3,623,683
 
Signature Systems Holdings Company
   
1,198,078
 
Sunrise Windows Holding Company
   
4,077,245
 
Torrent Group Holdings, Inc.
   
135,495
 
Wolf-Gordon, Inc.
   
426,114
 
 
   
12,451,269
 
         
CHEMICALS - 2.37%
       
DuBois Chemicals, Inc.
   
3,430,000
 
LBC Tank Terminals Holding
Netherlands B.V.
   
764,510
 
OCI Beaumont LLC
   
244,879
 
Pinnacle Operating Corporation
   
543,712
 
Polytex Holdings LLC
   
1,302,590
 
Schenectady International Group Inc.
   
610,538
 
 
   
6,896,229
 
  Fair Value/
Market Value
 
CONSUMER CYCLICAL SERVICES - 4.79%
       
Accelerate Learning
 
$
2,206,950
 
Carlson Travel, Inc.
   
706,943
 
CHG Alternative Education Holding
Company
   
3,137,673
 
MeTEOR Education LLC
   
2,419,307
 
PPC Event Services
   
3,062,839
 
PS Logistics LLC
   
967,575
 
ROI Solutions
   
1,434,938
 
 
   
13,936,225
 
         
CONSUMER PRODUCTS - 9.68%
       
AMS Holding LLC
   
531,344
 
Apex Tool Group LLC / BC Mountain
Finance Inc.
   
657,410
 
Blue Wave Products, Inc.
   
1,025,371
 
Elite Sportswear Holding, LLC
   
3,150,246
 
gloProfessional Holdings, Inc.
   
2,678,270
 
GTI Holding Company
   
1,773,634
 
Handi Quilter Holding Company
   
1,037,860
 
HHI Group, LLC
   
3,439,277
 
Manhattan Beachwear Holding
Company
   
1,472,296
 
Master Cutlery LLC
   
520,862
 
New Mountain Learning, LLC
   
3,963,031
 
Serta Simmons Bedding, LLC
   
706,670
 
Whitebridge Pet Brands Holdings, LLC
   
3,270,383
 
York Wall Holding Company
   
3,982,201
 
 
   
28,208,855
 
       
DIVERSIFIED MANUFACTURING - 8.29%
 
ABC Industries, Inc.
   
934,145
 
Advanced Manufacturing Enterprises LLC
   
118,583
 
F G I Equity LLC
   
4,122,855
 
K P I Holdings, Inc.
   
713,941
 
Motion Controls Holdings
   
1,013,404
 
Reelcraft Industries, Inc.
   
3,502,108
 
SR Smith LLC
   
4,982,530
 
 
 
 
See Notes to Consolidated Financial Statements
38
 
 
2018 Annual Report

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)
December 31, 2018
 
 
Industry Classification: (Continued)
 
Fair Value/
Market Value
 
       
Strahman Holdings Inc.
 
$
617,400
 
Therma-Stor Holdings LLC
   
3,405,018
 
Trystar, Inc.
   
4,738,865
 
 
   
24,148,849
 
 
       
ELECTRIC - 2.65%
       
AM Conservation Holding Corp.
   
3,977,956
 
Electronic Power Systems
   
3,727,557
 
 
   
7,705,513
 
 
       
FINANCIAL OTHER - 3.87%
       
Acrisure LLC / Acrisure Finance Inc.
   
556,683
 
Anchorage Capital Group, LLC
   
699,941
 
B. Riley Financial, Inc.
   
923,200
 
Confie Seguros Holding II Co
   
893,182
 
Edelman Financial Services
   
245,968
 
Onex Corporation
   
939,640
 
Strategic Insight Inc.
   
3,276,397
 
USIS Merger Sub Inc.
   
599,519
 
U.S. Retirement and Benefit Partners, Inc.
   
3,144,964
 
 
   
11,279,494
 
 
       
FOOD & BEVERAGE - 7.61%
       
Del Real LLC
   
3,083,065
 
F F C Holding Corporation
   
497,225
 
Hollandia Produce LLC
   
3,333,577
 
Impact Confections
   
 
JMH Investors LLC
   
1,337,039
 
KeHE Distributors, LLC
   
620,350
 
PANOS Brands LLC
   
4,897,325
 
Sara Lee Frozen Foods
   
3,709,322
 
Westminster Acquisition LLC
   
1,418,487
 
WP Supply Holding Corporation
   
3,278,836
 
 
   
22,175,226
 
 
       
HEALTHCARE - 6.91%
       
Avantor Inc.
   
696,000
 
Cadence, Inc.
   
1,959,593
 
CORA Health Services, Inc.
   
3,233,808
 
   
Fair Value/
Market Value
 
Dohmen Life Science Services
 
$
2,746,800
 
ECG Consulting Group
   
4,344,573
 
Enterprise Merger Sub Inc.
   
502,565
 
GD Dental Services LLC
   
 
Healthline Media, Inc.
   
3,332,351
 
LAC Acquisition LLC
   
1,790,006
 
Ortho-Clinical Diagnostics, Inc.
   
995,400
 
Prospect Medical Holdings, Inc.
   
516,837
 
TherOX, Inc.
   
 
Touchstone Health Partnership
   
 
 
   
20,117,933
 
 
       
INDEPENDENT - 1.73%
       
Caelus Energy Alaska, LLC
   
413,779
 
EP Energy Corporation
   
330,780
 
Fieldwood Energy LLC
   
2,291,789
 
Jupiter Resources Inc.
   
344,624
 
Laredo Petroleum, Inc.
   
521,448
 
Tullow Oil Plc
   
684,337
 
Vine Oil & Gas LP
   
458,990
 
 
   
5,045,747
 
 
       
INDUSTRIAL OTHER - 7.33%
       
AFC - Dell Holding Corporation
   
3,345,082
 
E.S.P. Associates, P.A.
   
2,384,239
 
Hartland Controls Holding Corporation
   
3,728,966
 
Midwest Industrial Rubber, Inc.
   
3,556,929
 
Smart Source Holdings LLC
   
1,310,281
 
SMB Machinery Holdings, Inc.
   
 
Speciifed Air Solutions
   
2,446,220
 
STS Operating, Inc.
   
937,500
 
UBEO, LLC
   
2,675,625
 
Wastequip, LLC
   
970,000
 
 
   
21,354,842
 
 
       
MEDIA & ENTERTAINMENT - 2.33%
       
BlueSpire Holding, Inc.
   
 
Cadent, LLC
   
2,124,249
 
 
 
 
 
See Notes to Consolidated Financial Statements

39
 
Barings Corporate Investors

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)
December 31, 2018
 
 
Industry Classification: (Continued)
 
Fair Value/
Market Value
 
       
Discovery Education, Inc.
 
$
4,650,189
 
HOP Entertainment LLC
   
 
 
   
6,774,438
 
 
       
METALS & MINING - 1.30%
       
Big River Steel LLC
   
233,647
 
First Quantum Minerals Ltd.
   
733,425
 
IAMGOLD Corporation
   
546,140
 
New Gold Inc.
   
922,320
 
Peabody Energy Corporation
   
540,330
 
Suncoke Energy
   
550,497
 
Warrior Met Coal, Inc.
   
249,118
 
 
   
3,775,477
 
 
       
MIDSTREAM - 0.21%
       
Gulf Finance LLC
   
380,716
 
Summit Midstream Holdings, LLC
   
226,584
 
 
   
607,300
 
 
       
OIL FIELD SERVICES - 1.09%
       
Avantech Testing Services LLC
   
 
EnVen Energy Ventures, LLC
   
1,070,000
 
KCA Deutag UK Finance PLC
   
333,270
 
Petroplex Inv Holdings LLC
   
46,418
 
Seadrill Partners Finco, LLC
   
723,580
 
Topaz Marine S.A.
   
1,001,160
 
 
   
3,174,428
 
 
       
PACKAGING - 0.99%
       
ASC Holdings, Inc.
   
1,440,989
 
Brown Machine LLC
   
1,455,525
 
Chase Packaging Corporation
   
382
 
 
   
2,896,896
 
 
       
PAPER - 1.21%
       
Dunn Paper
   
3,517,500
 
 
       
PHARMACEUTICALS - 0.21%
       
Clarion Brands Holding Corp.
   
606,202
 
   
Fair Value/
Market Value
 
REFINING - 2.06%
     
CITGO Holding, Inc.
 
$
592,620
 
MES Partners, Inc.
   
3,123,840
 
Tristar Global Energy Solutions, Inc.
   
2,270,873
 
 
   
5,987,333
 
 
       
RETAILERS - 0.19%
       
Bass Pro Group LLC
   
363,500
 
Sonic Automotive, Inc.
   
178,500
 
 
   
542,000
 
 
       
TECHNOLOGY - 14.21%
       
1A Smart Start, Inc.
   
3,391,391
 
Almonde, Inc.
   
863,462
 
Audio Precision
   
3,677,055
 
BCC Software, Inc.
   
3,481,621
 
BMC Software Finance, Inc.
   
962,190
 
Claritas Holdings, Inc.
   
3,351,977
 
Clubessential LLC
   
3,614,257
 
Glynlyon Holding Companies, Inc.
   
493,310
 
GraphPad Software, Inc.
   
4,794,913
 
ION Trading Technologies S.a.r.l
   
528,049
 
Kronos Incorporated
   
403,573
 
Powerschool
   
980,000
 
REVSpring, Inc.
   
3,354,310
 
Sandvine Corporation
   
3,372,307
 
U.S. Legal Support, Inc.
   
3,483,618
 
Velocity Technology Solutions, Inc.
   
4,070,625
 
Veritas US Inc. / Veritas Bermuda Ltd.
   
582,295
 
 
   
41,404,953
 
 
       
TRANSPORTATION SERVICES -9.23%
       
BDP International, Inc.
   
4,900,438
 
GlobalTranz
   
3,406,180
 
OPE KAG Finance Sub
   
972,820
 
Pegasus Transtech Corporation
   
4,583,891
 
Rock-it Cargo
   
4,898,266
 
Team Drive-Away Holdings LLC
   
483,667
 
 
 
 
See Notes to Consolidated Financial Statements
40
 
 
2018 Annual Report

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)
December 31, 2018
 
 
Industry Classification: (Continued)
 
Fair Value/
Market Value
 
       
VP Holding Company
 
$
3,399,505
 
Worldwide Express Operations, LLC
   
4,236,493
 
 
   
26,881,260
 
 
       
WIRELESS - 0.32%
       
CenturyLink, Inc.
   
926,322
 
 
       
         
Total Investments - 103.25%
(Cost - $311,725,583)
 
$
300,695,646
 
 
       
 
 
 
 
 
 
 
 
See Notes to Consolidated Financial Statements

41
 
 
Barings Corporate Investors

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.
 
On January 27, 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 $263,207,746 (90.38% of net assets) as of December 31, 2018 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.
 
Following is a description of valuation methodologies used for assets recorded at fair value:
 
Corporate Public Securities at Market 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
 
 

42

 
 
2018 Annual Report

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
 
Corporate Public Securities. At December 31, 2018, 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 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 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 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 August 2018, the Financial Accounting Standards Board issued Accounting Standards Update No. 2018-13, Fair Value Measurement (Topic 820) – Disclosure Framework – Changes to the Disclosure

 
 

43
 
 
Barings Corporate Investors

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
 
Requirements for Fair Value Measurement ("ASU 2018-13"), which simplifies the disclosure requirements on fair value measurement. ASU 2018-13 is effective for annual periods beginning after December 15, 2019, and early adoption is permitted. The Trust early adopted, and applied, ASU 2018-13 for the year ended December 31, 2018. The adoption of this accounting guidance did not have a material impact on the Trust's financial statements.
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)
The following table summarizes the levels in the fair value hierarchy into which the Trust's financial instruments are categorized as of December 31, 2018.
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, 2018 are as follows:
 
Assets:
 
Total
   
Level 1
   
Level 2
   
Level 3
 
Restricted Securities
                       
Corporate Bonds
 
$
124,780,124
   
$
   
$
18,445,729
   
$
106,334,395
 
Bank Loans
   
124,994,521
     
     
     
124,994,521
 
Common Stock - U.S.
   
8,952,301
     
     
     
8,952,301
 
Preferred Stock
   
4,722,044
     
     
     
4,722,044
 
Partnerships and LLCs
   
18,256,414
     
     
     
18,256,414
 
Public Securities
                               
Bank Loans
   
15,616,583
     
     
10,382,646
     
5,233,937
 
Corporate Bonds
   
1,399,889
     
     
1,399,889
     
 
Common Stock - U.S.
   
1,050,570
     
     
382
     
1,050,188
 
Preferred Stock
   
923,200
     
     
923,200
     
 
Total
 
$
300,695,646
   
$
   
$
31,151,846
   
$
269,543,800
 
See information disaggregated by security type and industry classification in the Consolidated Schedule of Investments.
 
 

44
 
 
2018 Annual Report

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
 
Quantitative Information about Level 3 Fair Value Measurements
The following table represents quantitative information about Level 3 fair value measurements as of December 31, 2018.
 
 
Fair Value
Valuation Technique
Unobservable
Inputs
Range
Weighted**
Bank Loans
$21,927,486
Broker Quote
Single Broker
94.0% to 100.5%
98.1%
 
$108,300,972
Discounted Cash Flows
Discount Rate
5.4% to 12.8%
7.7%
Corporate Bonds
$89,699,698
Discounted Cash Flows
Discount Rate
7.7% to 18.5%
13.1%
 
$16,634,698
Market Approach
Valuation Multiple
3.8x to 9.5x
7.1x
 
 
 
EBITDA
$0.5 million to $15.3 million
$7.7 million
Equity Securities*
$31,626,475
Market Approach
Valuation Multiple
3.8x to 14.1x
8.9x
 
 
 
EBITDA
$0.5 million to $279.6 million
$50.7 million
 
$1,102,118
Broker Quote
Single Broker
$0.10 to $36.00
$24.11
Certain of the Trust's Level 3 equity securities investments have been 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 $252,353 have been excluded from the preceding table.
*
Including partnerships and LLC's
**
The weighted averages disclosed in the table above were weighted by relative fair value
 
Following is a reconciliation of Level 3 assets for which significant unobservable inputs were used to determine fair value:
 
Assets:
 
Beginning
balance
at 12/31/2017
   
Included in
earnings
   
Purchases
   
Sales
   
Prepayments
   
Transfers
into
Level 3
   
Transfers
out
of Level 3
   
Ending
balance at
12/31/2018
 
Restricted Securities
                                               
Corporate Bonds
 
$
143,493,306
   
$
(5,109,405
)
 
$
13,871,594
   
$
(21,490,363
)
 
$
(24,430,737
)
 
$
   
$
   
$
106,334,395
 
Bank Loans
   
35,347,235
     
(1,488,218
)
   
99,958,825
     
(100,094
)
   
(8,723,228
)
   
     
     
124,994,521
 
Common Stock - U.S.
   
14,807,298
     
2,362,214
     
2,053,641
     
(10,270,852
)
   
     
     
     
8,952,301
 
Preferred Stock
   
6,987,827
     
(1,747,090
)
   
(266,246
)
   
(252,448
)
   
     
     
     
4,722,044
 
Partnerships and LLCs
   
30,060,850
     
935,851
     
1,814,766
     
(14,555,054
)
   
     
     
     
18,256,414
 
Public Securities
                                                               
Bank Loans
   
2,022,793
     
(126,073
)
   
4,755,795
     
(406,799
)
   
(907,003
)
   
5,474,101
     
(5,578,876
)
   
5,233,937
 
Common Stock
   
     
85,731
     
964,457
     
     
     
     
     
1,050,188
 
Preferred Stock
   
     
     
     
     
     
     
     
 
                                                                 
   
$
232,719,310
   
$
(5,086,989
)
 
$
123,152,832
   
$
(47,075,610
)
 
$
(34,060,968
)
 
$
5,474,101
   
$
(5,578,876
)
 
$
269,543,800
 
There were no transfers into or out of Level 1 or Level 2 assets.
 
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 in
Net Assets Resulting
from Operations
   
Change in Unrealized
Gains & (Losses) in
Net Assets from
assets still held
 
Interest (Amortization)
 
$
2,017,183
   
$
 
Net realized gain on investments before taxes
   
9,555,791
     
 
Net change in unrealized depreciation of investments before taxes
   
(16,659,963
)
   
(10,107,849
)
 
 
 
 
 

45
 
Barings Corporate Investors

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
 
B. Accounting for Investments:
Investment transactions are accounted for on the trade date. Dividend income is recorded on the ex-dividend date. Interest income is recorded on the accrual basis, including the amortization of premiums and accretion of discounts on bonds held. The Trust does not accrue income when payment is delinquent and when management believes payment is questionable.
 
Realized gains and losses on investment transactions 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 2018, the Trust incurred $759,562 of tax as a result of retaining 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, 2018, the Trust made reclassifications to increase or (decrease) the components of net assets detailed below:
 
Paid-In
Capital
Total Distributable
Earnings
Retained
Capital Gains
($1,265,636)
($3,508,840)
$4,774,476
 
 
 
 
The Trusts' current income tax expense as shown on the Statement of Operations is $2,457,015 which is comprised of income tax expense on long term capital gains retained related to the regulated investment company of $759,562 as well as taxes related to the CI Subsidiary Trust as described in the table below of $1,697,453.
 
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 components of income taxes included in the consolidated Statement of Operations for the year ended December 31, 2018 were as follows:
Income tax expense (benefit)
 
Current:
     
Federal
 
$
1,137,764
 
State
   
559,689
 
 
       
Total current
   
1,697,453
 
 
       
Deferred:
       
Federal
 
$
 
State
   
 
 
       
Total deferred
   
 
 
       
Total income tax expense from continuing operations
 
$
1,697,453
 
 
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, 2018, the CI Subsidiary Trust has no deferred tax liability.
 
 

46

 
 
2018 Annual Report

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
 
The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities as of December 31, 2018 were as follows:
 
Deferred tax assets:
 
Unrealized loss on investments
 
$
515,901
 
 
       
Total deferred tax assets
   
515,901
 
Less valuation allowance
   
(515,901
)
 
       
Net deferred tax asset
   
 
 
       
Unrealized gain on investments
   
 
 
       
Total deferred tax liabilities
   
 
 
       
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, 2018.
 
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, 2018 is as follows:
 
 
 
Amount
   
Percentage
 
             
Provision for income taxes at the U.S. federal rate
 
$
(303,658
)
   
21.00
%
                 
State tax, net of federal effect
   
66,154
     
-4.57
%
                 
Change in valuation allowance
   
1,530,909
     
-105.87
%
                 
Other
   
404,048
     
-27.95
%
                 
Income tax expense
 
$
1,697,453
     
-117.39
%
 
               
 
 
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 net investment income and net realized gains, if any, on the ex-dividend date. The Trust's net investment income 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, 2018 are as follows:
 
Undistributed Ordinary Income
 
$
3,369,368
 
         
Accumulated Realized Gain
   
9,194,798
 
         
Net Unrealized Appreciation/(Depreciation)
   
(12,136,690
)
 
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, 2018:
 
Tax Cost
 
$
312,832,336
 
 
       
Tax Unrealized Appreciation
   
13,369,224
 
 
       
Tax Unrealized Depreciation
   
(25,505,914
)
         
Net Unrealized Depreciation
   
(12,136,690
)
 
The tax character of distributions declared during the years ended December 31, 2018 and 2017 was as follows:
 
Distributions paid from:
 
2018
   
2017
 
             
Ordinary Income
 
$
24,034,954
   
$
23,863,040
 
 
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.
 
 
 

47
 
Barings Corporate Investors

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
 
 
 
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, 2018, 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 $29,536,020 as of December 31, 2018. The fair value measurement of the Note would be categorized as a Level 3 under ASC 820.
 
5.
Purchases and Sales of Investments
 
 
 
2018
 
 
 
Cost of
Investments
Acquired
   
Proceeds
from
Sales or
Maturities
 
             
Corporate restricted securities
 
$
131,359,666
   
$
129,920,015
 
                 
Corporate public securities
   
20,079,985
     
44,124,318
 
 
 
 
The net unrealized depreciation of investments for financial reporting purposes as of December 31, 2018 is $11,029,937 and consists of $14,836,746 appreciation and $25,866,683 depreciation.
 
 
 
6.
Quarterly Results of Investment Operations (Unaudited)
 
 
 
March 31, 2018
 
 
 
Amount
   
Per Share
 
             
Investment income
 
$
7,604,497
       
Net investment income
   
6,173,533
   
$
0.31
 
Net realized and unrealized loss on investments (net of taxes)
   
(5,455,121
)
   
(0.27
)
                 
 
 
 
 
June 30, 2018
 
 
 
Amount
   
Per Share
 
                 
Investment income
 
$
7,739,860
         
Net investment income
   
6,319,243
   
$
0.32
 
Net realized and unrealized loss on investments (net of taxes)
   
(4,147,255
)
   
(0.21
)
                 
 
 
 
 
September 30, 2018
 
 
 
Amount
   
Per Share
 
                 
Investment income
 
$
7,913,958
         
Net investment income
   
6,480,100
   
$
0.32
 
Net realized and unrealized gain on investments (net of taxes)
   
3,902,125
     
0.19
 
                 
 
 
 
 
December 31, 2018
 
 
 
Amount
   
Per Share
 
                 
Investment income
 
$
7,176,699
         
Net investment income
   
5,239,076
   
$
0.26
 
Net realized and unrealized loss on investments (net of taxes)
   
(8,925,230
)
   
(0.45
)
 
7.
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: (i) market risk, (ii) volatility risk and (iii) credit, counterparty and liquidity 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.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

48
 
2018 Annual Report

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)  
 
 
 
8.
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, 2018, the Trust had the following unfunded commitments:
 
Investment
 
Unfunded Amount
 
ROI Solutions
 
$
2,235,294
 
LAC Acquisition LLC
 
$
1,876,543
 
VP Holding Company
 
$
1,405,882
 
CORA Health Services
 
$
1,264,808
 
Specified Air Solutions
 
$
1,015,081
 
U.S. Legal Support, Inc.
 
$
845,075
 
UBEO, LLC
 
$
715,909
 
Pegasus Transtech Corporation
 
$
277,778
 
U.S. Retirement and Benefit Partners, Inc.
 
$
238,000
 
New Mountain Learning, LLC
 
$
234,253
 
Polytex Holdings LLC
 
$
28,962
 
 
9.
Aggregate Remuneration Paid to Officers, Trustees and Their Affiliated Persons
For the year ended December 31, 2018, the Trust paid its Trustees aggregate remuneration of $386,375. During the year, the Trust did not pay any compensation to any of its Trustees who are "interested persons" (as defined by the 1940 Act) of the Trust. The Trust classifies Messrs. Noreen and Joyal as "interested persons" 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, 2018, 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.
 

In addition to the amounts payable pursuant to the Contract, the Trust paid Barings $3,831 to reimburse expenses paid on behalf of the Trust.
10.
Certifications
As required under New York Stock Exchange ("NYSE") Corporate Governance Rules, the Trust's principal executive officer has certified to the NYSE that he 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-Q, relating to, among other things, the Trust's disclosure controls and procedures and internal control over financial reporting, as applicable.
 
11.
Subsequent Events
The Trust has evaluated the possibility of subsequent events after the balance sheet date of December 31, 2018, 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, 2018, 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 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, 2018, 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, 2018, by correspondence with custodians and brokers or by other appropriate auditing procedures when replies from brokers 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
February 28, 2019
 
 
 
 
 
 
 
 
 
 
 
 

50
 
2018 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* (61)
 
1500 Main Street
P.O. Box 15189
Springfield, MA 01115-5189
Trustee,
Chairman
Term expires 2021;
Trustee since 2009
Deputy Chief Investment Officer and Managing Director (since 2016), 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 (since 2009), Senior Vice President (1996-2009), HYP Management LLC (LLC Manager); Member of the Board of Managers (since 2008), Jefferies Finance LLC (finance company); Chairman and Chief Executive Officer (since 2009), Member of the Board of Managers (since 2007), MMC Equipment Finance LLC; 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 2015), 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* (74)
 
1500 Main Street
P.O. Box 15189
Springfield, MA 01115-5189
Trustee /
Nominee
Term expires 2019;
Trustee since 2003
Retired (since 2003); President (2001-2003),
Barings; President (1993-2003) of the Trusts.
106
Trustee (since 2003), President (1993-2003), Barings Participation Investors; Trustee (since 2003), MassMutual Select Funds (open-end investment company advised by MassMutual); Trustee (since 2003), 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); Director (since 2013), 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).
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
*
Mr. Joyal retired as President of Barings in June 2003. In addition and as noted above, Mr. Joyal is a Director of Leucadia National Corporation, 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
 
2018 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 (61)
 
1500 Main Street
P.O. Box 15189
Springfield, MA 01115-5189
 
Trustee
Term expires 2020;
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 (62)
 
1500 Main Street
P.O. Box 15189
Springfield, MA 01115-5189
 
Trustee
Term expires 2020;
Trustee since 2013
Retired (since 2017); Managing Director and General Partner (1993-2017), Boston Ventures Management (private equity firm).
2
Trustee (since 2013), Barings Participation Investors; Member of the Board of Overseers (since 2013), MSPCA-Angell Memorial Hospital; Member of the Grants Committee (2012-2017), IECA Foundation; Managing Director (1993-2017), Boston Ventures V, L.P. (private equity fund); Managing Director (1993-2016), Boston Ventures VI, L.P. (private equity fund).
 
 
 
 
 
 
Edward P. Grace III (68)
 
1500 Main Street
P.O. Box 15189
Springfield, MA 01115-5189
 
Trustee
Term expires 2021;
Trustee since 2012
President (since 1997), Phelps Grace International, Inc. (investment management); Managing Director (since 1998), 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 (66)
 
1500 Main Street
P.O. Box 15189
Springfield, MA 01115-5189
Trustee /
Nominee
Term expires 2019;
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.
106
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 (62)
 
1500 Main Street
P.O. Box 15189
Springfield, MA 01115-5189
Trustee
Term expires 2020;
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
 
2018 Annual Report

OFFICERS OF THE TRUST
 
 
Name (Age), Address
Position(s) With
The Trust(s)
Office Term* and Length
of Time Served
Principal Occupations(s)
During Past 5 Years
Robert M. Shettle (51)
 
1500 Main Street
P.O. Box 15189
Springfield, MA 01115-5189
 
President
Since 2016
President (since 2016), Vice President (2015-2016) of Barings Participation Investors; Managing Director (since 2006), Director (1998-2006), Barings; President (since 2016), Vice President (2005-2016), CI Subsidiary Trust and PI Subsidiary Trust.
 
 
 
 
James M. Roy (56)
 
1500 Main Street
P.O. Box 15189
Springfield, MA 01115-5189
 
Vice President and Chief Financial Officer
Since 2005
Vice President and Chief Financial Officer (since 2005), Treasurer (2003-2005), Associate Treasurer (1999-2003) of Barings Participation Investors; Managing Director (since 2005), Director (2000-2005), Barings; Trustee (since 2005), Treasurer (since 2005), Controller (2003-2005), CI Subsidiary Trust and PI Subsidiary Trust.
 
 
 
 
Janice M. Bishop (53)
 
1500 Main Street
P.O. Box 15189
Springfield, MA 01115-5189
 
Vice President, Secretary and Chief Legal Officer
Since 2015
Secretary and Chief Legal Officer (since 2018), Barings BDC, Inc.; Vice President, Secretary and Chief Legal Officer (since 2015), Associate Secretary (2008-2015) of Barings Participation Investors; Vice President, Secretary and Chief Legal Officer (since 2013), Barings Funds Trust (open-end investment company advised by Barings); Vice President, Secretary and Chief Legal Officer (since 2012), Barings Global Short Duration High Yield Fund (closed-end investment company advised by Barings); Senior Counsel and Managing Director (since 2014), Counsel (2007-2014), Barings; Vice President and Secretary (since 2015), Assistant Secretary (2008-2015), CI Subsidiary Trust and PI Subsidiary Trust.
 
 
 
 
Melissa M. LaGrant (45)
 
1500 Main Street
P.O. Box 15189
Springfield, MA 01115-5189
 
Chief
Compliance Officer
Since 2006
Managing Director and Deputy Chief Compliance Officer (since 2019), Managing Director (since 2006), Barings; Chief Compliance Officer (since 2006), Barings Participation Investor; Chief Compliance Officer (since 2018), Barings BDC, Inc.; Chief Compliance Officer (since 2013), Barings Finance LLC; Chief Compliance Officer (since 2013), Barings Funds Trust (open-end investment company advised by Barings); Chief Compliance Officer (since 2012), Barings Global Short Duration High Yield Fund (closed-end investment company advised by Barings).
 
 
 
 
Christopher Hanscom (36)
 
1500 Main Street
P.O. Box 15189
Springfield, MA 01115-5189
Treasurer
Since 2017
Treasurer (since 2017), Barings Participation Investors; Director (since 2018), Associate Director (2015-2018), Analyst (2005-2015), Barings.
 
 
 
 
Sean Feeley (51)
 
1500 Main Street
P.O. Box 15189
Springfield, MA 01115-5189
 
Vice President
Since 2011
Managing Director (since 2003), Barings; Vice President (since 2011), Barings Participation Investors; President (since 2017), Vice President (2012-2017), Barings Global Short Duration High Yield Fund (closed-end investment company advised by Barings); Vice President (since 2011), CI Subsidiary Trust and PI Subsidiary Trust.
 
 
 
 
Christina Emery (45)
 
1500 Main Street
P.O. Box 15189
Springfield, MA 01115-5189
 
Vice President
Since 2018
Vice President (since 2018), Barings Participation Investors; Managing Director (since 2005), Barings.
*
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 July 25, 2018.
 

55
 
 
Barings Corporate Investors

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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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
Deputy Chief Investment Officer
Massachusetts Mutual Life Insurance Company
 
Susan B. Sweeney*
Private Investor
Maleyne M. Syracuse*
Private Investor
 
 
 
Officers
Clifford M. Noreen
Chairman
Robert M. Shettle
President
James M. Roy
Vice President &
Chief Financial Officer
Janice M. Bishop
Vice President, Secretary &
Chief Legal Officer
 
Sean Feeley
Vice President
Christopher D. Hanscom
Treasurer
Melissa M. LaGrant
Chief Compliance Officer
Christina Emery
Vice President
 
 
 
 
 
* Member of the Audit Committee



 
 
 
   
 
 
 
 
 
 
 
 
 
 
 
 
 
Barings
CORPORATE INVESTORS
2018 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,

2018

   

KPMG LLP

Year Ended

December 31,

2017

 

Audit Fees

  $ 117,150     $ 97,625  

Audit-Related Fees

    17,500       0  

Tax Fees

    45,665       45,665  

All Other Fees

    0       0  

Total Fees

  $ 180,315     $ 143,290  

 

Non-Audit Fees Billed to Barings and MassMutual:

 

   

KPMG LLP

Year Ended

December 31,

2018

   

KPMG LLP

Year Ended

December 31,

2017

 

Audit-Related Fees

  $ 1,425,297     $ 1,618,525  

Tax Fees

    415,500       30,000  

All Other Fees

    2,730       202,280  

Total Fees

  $ 1,843,527     $ 1,850,805  

 

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 2016, 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 2017 and 2018 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 2017 fees billed represent final 2017 amounts, which may differ from the preliminary figures available as of the filing date of the Registrant's 2017 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 2017 Annual Form N-CSR, but are now properly included in the 2017 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.

 

The Registrant's Board of Trustees has delegated proxy voting responsibilities relating to the voting securities held by the Registrant to its investment adviser, Barings LLC ("Barings"). A summary of Barings' proxy voting policies and procedures are set forth below.

 

Summary of Barings' Proxy Voting Policy:

Barings understands that the voting of proxies is an integral part of its investment management responsibility 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 (the "Service Provider") that is responsible for processing and maintaining records of proxy votes.  In addition, the Service Provider will retain the services of an independent third party research provider (the "Research Provider") to provide research and recommendations on proxies.  It is Barings' Global Proxy Voting Policy to generally vote proxies in accordance with the recommendations of the Research Provider.  In circumstances where the Research Provider has not provided recommendations with respect to a proxy, Barings will vote in accordance with the Research Provider's proxy voting guidelines (the "Guidelines").  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 (a "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:

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 administrator 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 administrator.  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, 1500 Main Street, Suite 2800, P.O. Box 15189, Springfield, MA 01115-5189, 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.  Robert M. Shettle serves as the President of the Registrant (since June 2016) and as one of its Portfolio Managers.  Mr. Shettle began his service to the Registrant in 2015 as a Vice President.  With over 19 years of industry experience, Mr. Shettle is a Managing Director of Barings and Head of the North America Mezzanine and Private Equity Group of Barings.  He joined Barings in 2006.  Prior to joining Barings, he spent six years at Fleet National Bank as a Vice President and commercial loan officer and three years at Anderson Consulting.  At Barings, he has focused on originating, analyzing, structuring and documenting mezzanine and private equity investments.  Mr. Shettle holds a B.S. from the University of Connecticut and a M.B.A. from Rensselaer Polytechnic Institute.  He is also a Chartered Financial Analyst.  Mr. Shettle also presently serves as President of Barings Participation Investors, another closed-end management investment company advised by Barings.
 
PORTFOLIO MANAGEMENT TEAM.  Mr. Shettle 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.  Mr. Feeley is a Managing Director of Barings and head of the High Yield Research Team with over 24 years of industry experience in high yield bonds and loans in various investment strategies.  Prior to joining Barings in 2003, he was a Vice President at Cigna Investment Management in project finance and a Vice President at Credit Suisse in leveraged loan finance.  Mr. Feeley holds a B.S. from Canisius College and an M.B.A. from Cornell University. Mr. Feeley is a Certified Public Accountant and a Chartered Financial Analyst.  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

 

 

$1,129.65

 

 

0

 

 

$0

Lloyd 3

 

Investment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Companies

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other Pooled

 

 

4

 

 

$1,318.04

 

 

0

 

 

$0

 

 

Investment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Vehicles

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other

 

 

0

 

 

$0

 

 

0

 

 

$0

 

 

Accounts

 

 

 

 

 

 

 

 

 

 

 

 

                             
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Robert M.

 

Registered

 

 

1

 

 

$157.03

 

 

0

 

 

$0

Shettle

 

Investment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Companies

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other Pooled

 

 

9

 

 

$436.66

 

 

0

 

 

$0

 

 

Investment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Vehicles

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other

 

 

0

 

 

$0

 

 

0

 

 

$0

 

 

Accounts4

 

 

 

 

 

 

 

 

 

 

 

 

                             
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sean

 

Registered

 

 

5

 

 

$1,425.72

 

 

0

 

 

$0

Feeley

 

Investment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Companies

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other Pooled

 

 

9

 

 

$2,101.91

 

 

0

 

 

$0

 

 

Investment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Vehicles

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other

 

 

22

 

 

$2,287.01

 

 

0

 

 

$0

 

 

Accounts5

 

 

 

 

 

 

 

 

 

 

 

 

 
1
Account assets have been calculated as of December 31, 2018.

2
Account 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.
 
4
Mr. Shettle manages the middle market senior and mezzanine securities of the general investment account of Massachusetts Mutual Life Insurance Company and C.M. Life Insurance Company; however, these assets are not represented in the table above.

5
Mr. Feeley managed the high yield sector of the general investment account of Massachusetts Mutual Life Insurance Company and C.M. Life Insurance Company; however, these assets are not represented in the table above.
 
 
 

 
 
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 Transactions with Affiliates 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:  Barings can effect cross-trades on behalf of its advisory clients 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.  As a result, Barings has a conflict of interest in connection with the cross-trade since it has an incentive to favor the advisory client or fund in which it or its affiliate has an ownership interest and/or is entitled to a performance fee.  To address the conflicts of interest, Barings has adopted a Transactions with Affiliates Policy, which ensures any such cross-trade is consistent with Barings' fiduciary obligations to act in the best interests of each of its advisory clients, including its ability to obtain best execution for each advisory client in connection with the cross-trade transaction, and is in compliance with applicable legal and regulatory requirements.  Barings will not receive a commission or any other remuneration (other than its advisory fee) for effecting cross-trades between advisory clients.
 
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 Transactions with Affiliates 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.
 
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.
 
 
 

 
 
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.
 
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 Directed or Restricted Brokerage Policy which are summarized below under Item 12 –Brokerage Practices, Counterparty Selection/Recommendations and Directed/Restricted Brokerage.
 
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. 

The base salary component is generally positioned at mid-market. Increases are tied to market, individual performance evaluations and budget constraints. 
 
Portfolio Managers may receive a yearly incentive bonus.  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, iv) collaboration, v) risk management and vi) integrity. 
 
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 which includes Babson's overall earnings, revenue and assets under management.  A voluntary separation of service will result in a forfeiture of unvested long-term incentive awards. 
 
BENEFICIAL OWNERSHIP: As of December 31, 2018, 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
Robert M. Shettle
 
$100,001-$500,000
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/ Robert M. Shettle

Robert M. Shettle, President

Date:

March 8, 2019



 

 

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/ Robert M. Shettle

Robert M. Shettle, President

Date:

March 8, 2019

By:

/s/ James M. Roy

James M. Roy, Vice President and

Chief Financial Officer

Date:

March 8, 2019