Sierra’s Merger with Barings

Wells Fargo Securities served as sole financial advisor and Goodwin Procter LLP served as legal counsel to Barings BDC. Broadhaven Capital Partners served as financial advisor and Sullivan & Worcester LLP served as legal counsel to Sierra.

Barings BDC, Inc. (NYSE: BBDC) and Sierra Income Corporation have entered into a definitive merger agreement under which Sierra will merge with and into Barings BDC. The combined company, which will remain externally managed by Barings LLC, is expected to have approximately $2.2 billion of investments on a pro forma basis. The boards of directors of both companies, the Sierra Special Committee, which is comprised of all of the independent directors of Sierra, and the independent directors of Barings BDC have unanimously approved the Transaction, which is currently expected to close in the first quarter of 2022.

Under the terms of the merger agreement, Sierra stockholders will receive aggregate consideration in the form of cash and stock consideration valued at approximately $623.7 million based on Barings BDC’s June 30, 2021 net asset value (“NAV”) of $11.39 per share and representing total book value consideration of $6.10 per fully diluted Sierra share. On a market value basis, based on the closing price of Barings BDC common stock on September 20, 2021, the Transaction represents total consideration for Sierra stockholders of approximately $588.6 million or approximately $5.76 per Sierra share, representing a premium of 6.1% to Sierra’s NAV as of June 30, 2021.

The Sullivan team included David Leahy (Picture), David Mahaffey, Bill Curry, John Chilton, Avi Rao and Elke Trilla.


Involved fees earner: John Chilton – Sullivan & Worcester; William Curry – Sullivan & Worcester; David Leahy – Sullivan & Worcester; David Mahaffey – Sullivan & Worcester; Avinash Rao – Sullivan & Worcester; Elke Trilla – Sullivan & Worcester;

Law Firms: Sullivan & Worcester;

Clients: Sierra Income Corporation;

Author: Martina Bellini