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

Indepence 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: 12/31/16

 

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.

 

 

 

 

 

 

 

 

 

 

 

 


 
 
 
 
 
 
 














 
 
 
 
BARINGS CORPORATE INVESTORS
 
Barings Corporate Investors is a closed-end investment company, first offered to the public in 1971, whose shares are traded on the New York Stock Exchange.
 
 
INVESTMENT OBJECTIVE & POLICY
 
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.
 
 
The Trust's investment objective is to maintain a portfolio of securities providing a fixed yield and at the same time offering an opportunity for capital gains. The Trust's principal investments are privately placed, below-investment grade, long-term debt obligations. Such direct placement securities may, in some cases, be accompanied by equity features such as warrants, conversion rights, or other equity features and, occasionally, preferred stocks. The Trust typically purchases these investments, which are not publicly tradable, directly from their issuers in private placement transactions. These investments are typically mezzanine debt instruments with accompanying private equity securities made to small or middle market companies. In addition, the Trust may invest, subject to certain limitations, in marketable investment grade debt securities, other marketable debt securities (including high yield 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 principal.
 
 
Barings LLC ("Barings") manages the Trust on a total return basis. 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 21, 2017 at 1:00 P.M. in Springfield, Massachusetts.
 
 
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. 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, 2016 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.
 
 
 
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
1500 Main Street, P.O. Box 15189
Springfield, Massachusetts 01115-5189
 
 
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
     
 
 

2016 Annual Report


 
 
PORTFOLIO COMPOSITION AS OF 12/31/16*
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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 (net of all fees and expenses) 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.
 
 
 
 
 
 

1
 
 
Barings Corporate Investors (formerly known as Babson Capital Corporate Investors)
 


 
 
 
 
TO OUR SHAREHOLDERS
 
I am pleased to share with you the Trust's Annual Report for the year ended December 31, 2016.
 
 
PORTFOLIO PERFORMANCE
 
The Trust's net total portfolio rate of return for 2016 was 10.1%, as measured by the change in net asset value assuming the reinvestment of all dividends and distributions. The Trust's total net assets were $281,570,891 or $14.23 per share, as of December 31, 2016. This compares to $275,915,289 or $14.03 per share, as of December 31, 2015. The Trust paid a quarterly dividend of $0.30 per share for each of the four quarters of 2016, for a total annual dividend of $1.20 per share. In 2015, 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 2016 was $1.21 per share, including approximately $0.16 per share of non-recurring income, compared to 2015 net taxable investment income of $1.21 per share, which included approximately $0.27 per share of non-recurring income.
 
 
The Trust's stock price decreased 10.3% during 2016, from $17.25 as of December 31, 2015 to $15.48 as of December 31, 2016. The Trust's stock price of $15.48 as of December 31, 2016 equates to a 8.8% premium over the December 31, 2016 net asset value per share of $14.23. The Trust's average quarter-end premium for the
3-, 5-, 10- and 25-year periods ended December 31, 2016 was 11.1%, 14.8%, 13.0%, and 6.2%, 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. Average annual returns of the Barclays U.S. Corporate High Yield Index and the Russell 2000 Index for the 1-, 3-, 5-, 10- and 25-year periods ended December 31, 2016 are provided for comparison purposes only.
 
 
The Trust
Barclays Capital U.S.
Corporate High Yield Index
Russell
2000 Index
       
1 Year
10.13%
17.13%
21.32%
       
3 Years
  9.99%
  4.66%
 6.74%
       
5 Years
11.93%
  7.36%
14.46%
       
10 Years
  9.98%
  7.45%
 7.07%
       
25 Years
13.57%
  8.04%
 9.69%
 
Past performance is no guarantee of future results.
 
 
 
PORTFOLIO ACTIVITY
 
In 2016, the Trust closed 15 new private placement investments, as well as 10 "add-on" investments in existing portfolio companies. The 15 new investments were in AM Conservation Holding Corp; API Technologies Corp.; CORA Health Services, Inc.; Del Real LLC; Dunn Paper; Elite Sportswear Holding, LLC; Glynlyon Holding Companies, Inc.; Happy Floors Acquisition, Inc.; Midwest Industrial Rubber, Inc.; Money Mailer Equity LLC; NSi Industries Holdings, Inc.; PANOS Brands LLC; Software Paradigms International Group, LLC; Veritext Corporation and Wolf-Gordon, Inc. In addition, the Trust added to existing private placement investments in Church Services Holding Company; Clarion Brands Holding Corp.; CTM Holding, Inc.; ERG Holding Company LLC; Hollandia
 
 
 
 
 
 

2
 
 
2016 Annual Report


 
 
Produce LLC; HVAC Holdings, Inc.; JMH Investors LLC; Merex Holding Corporation; Petroplex Inv Holdings LLC and PPC Event Services. A brief description of these investments can be found in the Consolidated Schedule of Investments. The total amount invested by the Trust in these transactions was $55,320,585, which was only slightly less than the $55,820,480 of new private placement investments made by the Trust in 2015, and the third highest dollar volume over the past ten years. We are pleased to have generated strong new investment volume for the Trust three years in a row.
 
 
The Trust's level of new investment activity in 2016 benefited from larger average transaction sizes as compared to 2015, a steady flow of investment opportunities from an established network of private equity sponsors, and several follow-on investments in companies which the Trust had an existing investment. After spending most of 2016 at levels below prior year, middle market buyout volume ended the year flat compared to 2015, due to strong fourth quarter activity, particularly at the upper end of the middle market. Competition for new investment opportunities remains intense, as there continues to be an ever increasing abundance of private debt and equity capital looking to be invested. As a result, attractive companies are being aggressively pursued by both buyers and lenders alike. As a result, high purchase multiples and leverage levels continue to be prevalent in the market. In 2016, average purchase price multiples for middle market companies decreased modestly (approximately 3%) but remain higher than any year since 2000 (other than 2015). Average leverage multiples also remained elevated in 2016, albeit modestly lower than 2015. However, the average leverage multiple steadily increased each quarter during 2016 resulting in the fourth quarter average being the fourth highest since 2003.
 
 
Though we remained very active investors on behalf of the Trust in 2016, we did so, and will continue to do so, cautiously and with discipline, consistent with our longstanding investment philosophy of seeking to take prudent levels of risk and getting paid appropriately for the risk taken. In 2016, in the face of these aggressive market conditions, we continued our history of investing in companies at lower than market leverage levels. The average leverage of the Trust's new private placement investments in 2016 was 4.9 times EBITDA, compared to the average market multiple of 5.3 times EBITDA. This approach has served us well over the long term and through all kinds of market cycles.
 
 
In addition to strong new investment activity, the condition of the Trust's existing portfolio remained solid throughout the year. Sales and earnings for the Trust's portfolio companies as a whole continued their upward momentum. In addition, the number of companies on our watch list or in default remained at acceptable levels in 2016.
 
 
We had 19 companies exit from the Trust's portfolio during 2016. This level of exit activity remains relatively high for the Trust's portfolio, especially after the unprecedented 32 exits experienced in 2014 and 21 exits in 2015, and is another indicator of how active and aggressive the markets continued to be in 2016. In all but four of these exits, the Trust realized a positive return on its investment. Of note, 14 of the 19 exits in 2016 were the realization of stub equity holdings in companies where the interest bearing debt securities had previously been prepaid.
 
 
During 2016, the Trust had five portfolio companies fully or partially prepay their debt obligations. The level of refinancing activity in the portfolio in 2016 was notably lower than in each of the prior three years when prepayments numbered 15, 20, and 32 in 2015, 2014, and 2013, respectively. These transactions, in which the debt instruments held by the Trust were fully or partially prepaid, 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.
 
 
 
 
 
 

3
 

Barings Corporate Investors (formerly known as Babson Capital Corporate Investors)

 
 
As a result of the level of new investment activity, combined with the composition of the realizations (majority being the sale of non-cash pay equity securities) and lower level of prepayments, the Trust's recurring net investment income, increased nearly 14% to $1.05 per share as compared to $0.92 per share in 2015.
 
 
OUTLOOK FOR 2017
 
As we enter 2017, the pipeline of investment opportunities remains relatively healthy. The market appears optimistic that the new Presidential administration will result in a favorable economic environment, particularly for middle market companies, the very type of companies in which we focus our investment activities. Various surveys of middle market investment banks and capital providers would suggest the same. However, as previously mentioned, the market dynamics have, and are expected to continue to remain aggressive. And while there is much economic optimism, there is also a level of uncertainty that always comes with changes in governmental leadership. Rest assured that despite constantly changing 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.
 
 
The Trust was able to maintain its $0.30 per share quarterly dividend in 2016 for a total annual dividend of $1.20 per share. However, it was once again necessary to supplement recurring investment income in each quarter of 2016 with non-recurring income and earnings carry forward in order to maintain the $1.20 per share annual dividend. As has been discussed in prior reports, recurring investment income alone has not been sufficient, and while improving, is not projected to be sufficient in the near term, to fully fund the current dividend rate. Net investment income has been below the dividend rate since 2013 due principally to the considerable reduction in the number of private debt securities in the portfolio resulting from the high level of exits and prepayment activity that occurred from 2013 through 2015, combined with generally lower investment returns available due to market and competitive dynamics over the past several years. As mentioned above, we made good progress in growing recurring investment income in 2016, but it remains below the dividend rate and will continue to require supplementation from non-recurring income in the near term. The level of expected recurring investment income generated by the Trust in 2017, combined with the availability of earnings carry forwards and other non-recurring income, maintenance of the current dividend rate over the next several quarters is expected. But over time, the Trust's dividend paying ability tends to be correlated with its recurring earnings capacity. As such, until recurring investment income reaches a level equal to the current dividend rate, there is the risk that the dividend may need to be reduced in the future.
 
 
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 Springfield on April 21, 2017.
 
Sincerely,
 
 
Robert M. Shettle
 
President
 
 
 
 

4
 
 
2016 Annual Report
 


 
 
 
 
2016
Dividends
Record
Date
Total
Paid
Ordinary
Income
Short-Term
Gains
Long-Term
Gains
Regular
5/2/2016           
  0.3000
  0.3000
Regular
8/1/2016           
  0.3000
  0.3000
Regular
11/7/2016           
  0.3000
  0.3000
Regular
12/30/2016           
  0.3000
  0.3000
   
$1.2000
$1.2000
$0.0000
$0.0000
 
 
 
The following table summarizes the tax effects of the relation of capital gains for 2016:
 
 
Amount per Share
Form 2439
2016 Gains Retained
0.1140
Line 1a
Long-Term Gains Retained
0.1140
 
Taxes Paid
0.0399
Line 2*
Basis Adjustment
0.0741
        **
 
* 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
13.4944%
0.1479
13.4944%
0.1479
0%
0.0000
 
*** Not available to individual shareholders
**** Qualified dividends are reported in Box 1b on IRS Form 1099-Div for 2016
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

5
 

 
 
 
 
 
 
 
BARINGS CORPORATE INVESTORS
 
Financial Report
   
     
     
Consolidated Statement of Assets and Liabilities
7
 
     
Consolidated Statement of Operations
8
 
     
Consolidated Statement of Cash Flows
9
 
     
Consolidated Statements of Changes in Net Assets
10
 
     
Consolidated Selected Financial Highlights
11
 
     
Consolidated Schedule of Investments
12-40
 
     
Notes to Consolidated Financial Statements
41-48
 
     
Report of Independent Registered Public Accounting Firm
49
 
     
Interested Trustees
50-51
 
     
Independent Trustees
52-53
 
     
Officers of the Trust
 
 
 
 
 
 
 
 
 
 
 
 
 
54
 
 
 
 
 
 
 
 
 
 
 
 

 
 
 
 
 
 
 
 
 
2016 Annual Report

CONSOLIDATED STATEMENT OF ASSETS AND LIABILITIES
December 31, 2016
 
 
 
       
Assets:
     
Investments
     
(See Consolidated Schedule of Investments)
     
Corporate restricted securities at fair value
     
(Cost - $205,902,622)
 
$
201,207,921
 
Corporate restricted securities at market value
       
(Cost - $56,286,708)
   
56,486,517
 
Corporate public securities at market value
       
(Cost - $33,455,796)
   
35,319,275
 
Short-term securities at amortized cost
   
10,898,470
 
         
Total investments (Cost - $306,543,596)
   
303,912,183
 
         
Cash
   
14,289,230
 
Interest receivable
   
3,713,676
 
Other assets
   
26,783
 
 
       
Total assets
   
321,941,872
 
 
       
Liabilities:
       
Note payable
   
30,000,000
 
Dividend payable
   
5,937,122
 
Tax payable
   
2,144,159
 
Deferred tax liability
   
1,013,201
 
Investment advisory fee payable
   
879,909
 
Interest payable
   
202,400
 
Accrued expenses
   
194,190
 
         
Total liabilities
   
40,370,981
 
         
Total net assets
 
$
281,570,891
 
 
       
         
Net Assets:
       
Common shares, par value $1.00 per share
 
$
19,790,407
 
Additional paid-in capital
   
111,042,303
 
Retained net realized gain on investments, prior years
   
145,980,019
 
Undistributed net investment income
   
1,579,139
 
Accumulated net realized gain on investments
   
6,823,547
 
Net unrealized depreciation of investments
   
(3,644,614
)
 
       
Total net assets
 
$
281,570,891
 
         
Common shares issued and outstanding (28,054,782 authorized)
   
19,790,407
 
         
Net asset value per share
 
$
14.23
 
 
       
 
 
 
See Notes to Consolidated Financial Statements

7
 

Barings Corporate Investors (formerly known as Babson Capital Corporate Investors)


 
CONSOLIDATED STATEMENT OF OPERATIONS
For the year ended December 31, 2016
 
       
Investment Income:
     
Interest
 
$
26,574,892
 
Dividends
   
1,038,025
 
Other
   
569,890
 
         
Total investment income
   
28,182,807
 
 
       
         
Expenses:
       
Investment advisory fees
   
3,566,151
 
Interest
   
1,584,000
 
Trustees' fees and expenses
   
340,000
 
Professional fees
   
131,710
 
Reports to shareholders
   
84,000
 
Custodian fees
   
19,068
 
Other
   
286,039
 
         
Total expenses
   
6,010,968
 
         
Investment income - net
   
22,171,839
 
 
       
         
Net realized and unrealized gain on investments:
       
Net realized gain on investments before taxes
   
5,989,120
 
Income tax expense
   
(2,277,985
)
         
Net realized gain on investments after taxes
   
3,711,135
 
         
Net increase (decrease) in unrealized appreciation (depreciation) of investments before taxes
   
1,242,106
 
Net (increase) decrease in deferred income tax expense
   
114,976
 
 
       
Net increase (decrease) in unrealized appreciation (depreciation) of investments after taxes
   
1,357,082
 
 
       
Net gain on investments
   
5,068,217
 
         
Net increase in net assets resulting from operations
 
$
27,240,056
 
 
       
 
 
 
 
 
See Notes to Consolidated Financial Statements

8
 
2016 Annual Report


 
CONSOLIDATED STATEMENT OF CASH FLOWS
For the year ended December 31, 2016
 
 
       
Net increase in cash:
     
       
Cash flows from operating activities:
     
Purchases/Proceeds/Maturities from short-term portfolio securities, net
 
$
(3,970,079
)
Purchases of portfolio securities
   
(88,965,684
)
Proceeds from disposition of portfolio securities
   
102,536,585
 
Interest, dividends and other income received
   
24,956,934
 
Interest expense paid
   
(1,584,000
)
Operating expenses paid
   
(4,541,197
)
Income taxes paid
   
(1,524,058
)
 
       
Net cash provided by operating activities
   
26,908,501
 
 
       
         
Cash flows from financing activities:
       
Cash dividends paid from net investment income
   
(23,650,298
)
Receipts for shares issued on reinvestment of dividends
   
2,103,555
 
         
Net cash used for financing activities
   
(21,546,743
)
         
Net increase in cash
   
5,361,758
 
         
Cash - beginning of year
   
8,927,472
 
         
Cash - end of year
 
$
14,289,230
 
 
       
         
Reconciliation of net increase in net assets to net
cash provided by operating activities:
       
         
Net increase in net assets resulting from operations
 
$
27,240,056
 
 
       
Increase in investments
   
(691,890
)
Increase in interest receivable
   
(203,798
)
Decrease in other assets
   
39,411
 
Increase in tax payable
   
753,927
 
Decrease in deferred tax liability
   
(114,976
)
Increase in investment advisory fee payable
   
17,674
 
Decrease in accrued expenses
   
(131,903
)
         
Total adjustments to net assets from operations
   
(331,555
)
         
Net cash provided by operating activities
 
$
26,908,501
 
 
       
 











See Notes to Consolidated Financial Statements

9
 
Barings Corporate Investors (formerly known as Babson Capital Corporate Investors)


 
 
CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS
 
 
 
             
 
 
2016
   
2015
 
Increase in net assets:
           
             
Operations:
           
Investment income - net
 
$
22,171,839
   
$
20,423,963
 
Net realized gain on investments after taxes
   
3,711,135
     
1,884,370
 
Net change in unrealized appreciation/(depreciation) of investments
after taxes
   
1,357,082
     
(5,025,211
)
                 
Net increase in net assets resulting from operations
   
27,240,056
     
17,283,122
 
                 
Increase from common shares issued on reinvestment of dividends
               
Common shares issued (2016 - 125,703; 2015 - 131,288)
   
2,103,555
     
2,041,729
 
                 
Dividends to shareholders from:
               
Net investment income (2016 - $1.20 per share; 2015 - $1.20 per share)
   
(23,688,009
)
   
(23,539,826
)
                 
Total increase/(decrease) in net assets
   
5,655,602
     
(4,214,975
)
                 
Net assets, beginning of year
   
275,915,289
     
280,130,264
 
                 
Net assets, end of year (including undistributed net investment income of $1,579,139 and $4,260,165, respectively)
 
$
281,570,891
   
$
275,915,289
 
 
               
 
 
 
 
 
 
 
 
 
 
 
 
See Notes to Consolidated Financial Statements

10
 
 
2016 Annual Report


 
 
CONSOLIDATED SELECTED FINANCIAL HIGHLIGHTS
Selected data for each share of beneficial interest outstanding:
 
 
 
 
 
For the years ended December 31,
 
 
 
2016
   
2015
   
2014
   
2013
   
2012
 
                               
Net asset value:
                             
Beginning of year
 
$
14.03
   
$
14.34
   
$
13.85
   
$
13.38
   
$
12.69
 
                                         
Net investment income (a)
   
1.12
     
1.04
     
1.23
     
1.18
     
1.28
 
Net realized and unrealized gain (loss)
on investments
   
0.26
     
(0.16
)
   
0.45
     
0.48
     
0.69
 
                                         
Total from investment operations
   
1.38
     
0.88
     
1.68
     
1.66
     
1.97
 
                                         
Dividends from net investment income to common shareholders
   
(1.20
)
   
(1.20
)
   
(1.20
)
   
(1.20
)
   
(1.25
)
Dividends from realized gain on investments to common shareholders
   
     
     
     
     
(0.05
)
Increase from dividends reinvested
   
0.02
     
0.01
     
0.01
     
0.01
     
0.02
 
                                         
Total dividends
   
(1.18
)
   
(1.19
)
   
(1.19
)
   
(1.19
)
   
(1.28
)
 
                                       
Net asset value: End of year
 
$
14.23
   
$
14.03
   
$
14.34
   
$
13.85
   
$
13.38
 
 
                                       
Per share market value: End of year
 
$
15.48
   
$
17.25
   
$
15.89
   
$
14.93
   
$
15.28
 
 
                                       
Total investment return
                                       
Net asset value (b)
   
10.13%
 
   
6.20%
 
   
13.78%
 
   
12.76%
 
   
17.07%
 
Market value (b)
   
(3.49%
)
   
17.01%
 
   
16.53%
 
   
5.93%
 
   
(7.11%
)
Net assets (in millions):
                                       
End of year
 
$
281.57
   
$
275.92
   
$
280.13
   
$
268.69
   
$
257.38
 
Ratio of total expenses to average net
assets
   
2.92%
 
   
2.56%
 
   
3.66%
 
   
2.42%
 
   
3.17%
 
Ratio of operating expenses to average
net assets
   
1.56%
 
   
1.67%
 
   
1.65%
 
   
1.64%
 
   
1.66%
 
Ratio of interest expense to average net
assets
   
0.56%
 
   
0.55%
 
   
0.57%
 
   
0.59%
 
   
0.63%
 
Ratio of income tax expense to average
net assets (c)
   
0.80%
 
   
0.34%
 
   
1.44%
 
   
0.19%
 
   
0.88%
 
Ratio of net investment income to
average net assets
   
7.80%
 
   
7.12%
 
   
8.57%
 
   
8.50%
 
   
9.78%
 
Portfolio turnover
   
29%
 
   
29%
 
   
38%
 
   
34%
 
   
34%
 
 
(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)
As additional information, this ratio is included to reflect the taxes paid on retained long-term gains. These taxes paid are netted against realized capital gains in the Statement of Operations. The taxes paid are treated as deemed distributions and a credit for the taxes paid is passed on to the shareholders.
 
Senior borrowings:
                                       
                                         
Total principal amount (in millions)
 
$
30
   
$
30
   
$
30
   
$
30
   
$
30
 
                                         
Asset coverage per $1,000 of indebtedness
 
$
10,386
   
$
10,197
   
$
10,338
   
$
9,956
   
$
9,579
 
 
 
 
See Notes to Consolidated Financial Statements

11
 
Barings Corporate Investors (formerly known as Babson Capital Corporate Investors)


 
 
CONSOLIDATED SCHEDULE OF INVESTMENTS
December 31, 2016
 
                         
 
 
Principal Amount,
Shares, Units or
Ownership Percentage
   
Acquisition
Date
   
Cost
   
Fair Value
 
Corporate Restricted Securities - 91.52%: (A)
 
   
Private Placement Investments - 71.46%: (C)
 
   
1492 Acquisition LLC
 
A leading producer of premium Italian cured meats and deli meats in the U.S.
 
Limited Liability Company Unit
Class A Preferred (B)
 
245 uts.
   
10/17/12
   
$
245,450
   
$
335,660
 
Limited Liability Company Unit
Class A Common (B)
 
27,273 uts.
   
10/17/12
     
27,273
     
368,971
 
                             
 
               
272,723
     
704,631
 
 
                           
   
ABC Industries, Inc.
 
A manufacturer of mine and tunneling ventilation products in the U.S.
 
13% Senior Subordinated Note due 07/31/2019
 
$
334,091
   
08/01/12
     
316,744
     
329,009
 
Preferred Stock Series A (B)
 
300,000 shs.
   
08/01/12
     
300,000
     
474,201
 
Warrant, exercisable until 2022, to purchase
common stock at $.02 per share (B)
 
53,794 shs.
   
08/01/12
     
101,870
     
79,094
 
                               
 
                 
718,614
     
882,304
 
 
                             
   
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
     
 
                                 
* 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
09/27/2020
 
$
2,441,538
   
03/27/15
     
2,405,501
     
2,490,369
 
Preferred Stock (B)
 
2,276 shs.
   
03/27/15
     
227,558
     
228,273
 
Common Stock (B)
 
703 shs.
   
03/27/15
     
703
     
 
 
                               
 
                   
2,633,762
     
2,718,642
 
 
                               
   
Airxcel Holdings
 
A leading manufacturer of a broad range of climate control solutions, including air-conditioners, heat pumps, cooking appliances, furnaces, powered vents, and water heaters.
 
12.5% (1.5% PIK) Senior Subordinated Note due
11/18/2020
 
$
3,011,052
   
11/18/14
     
2,968,482
     
3,011,052
 
Limited Liability Company Unit
 
583 uts.
   
11/18/14
     
583,000
     
1,031,760
 
                                 
 
                   
3,551,482
     
4,042,812
 
 
                               
 
 
 
 
 
 
 
See Notes to Consolidated Financial Statements

12
 
2016 Annual Report


 
 
CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)
December 31, 2016
 
                         
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.
 
11.75% (1.5% PIK) Senior Subordinated Note due 04/30/2023
 
$
3,190,038
   
10/31/16
   
$
3,127,515
   
$
3,156,412
 
Common Stock
 
318,182 shs.
   
10/31/16
     
318,182
     
318,182
 
 
                             
 
                 
3,445,697
     
3,474,594
 
 
                             
   
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
     
611,133
 
 
                             
   
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.
 
12% (1% PIK) Senior Subordinated
Note due 04/22/2023
 
$
2,819,320
   
04/22/16
     
2,778,756
     
2,825,505
 
Limited Liability Company Unit (B)
 
0.90% int.
   
04/20/16
     
700,000
     
539,000
 
 
                             
 
                 
3,478,756
     
3,364,505
 
 
                             
   
ARI Holding Corporation
 
A leading national supplier of products used primarily by specialty contractors.
 
11.5% (0.5% PIK) Senior Subordinated
Note due 02/01/2020
 
$
3,426,224
     
*
     
3,391,971
     
3,426,224
 
Limited Partnership Interest
 
1,048 uts.
   
08/01/14
     
1,047,900
     
1,298,514
 
                                 
* 05/21/13 and 08/01/14.
                   
4,439,871
     
4,724,738
 
 
                               
   
ASC Holdings, Inc.
 
A manufacturer of capital equipment used by corrugated box manufacturers.
 
13% (1% PIK) Senior Subordinated
Note due 05/18/2021
 
$
1,519,209
   
11/19/15
     
1,493,643
     
1,498,333
 
Limited Liability Company Unit (B)
 
225,300 uts.
   
11/18/15
     
225,300
     
70,294
 
 
                               
 
                   
1,718,943
     
1,568,627
 
 
                               
 
 
 
 
See Notes to Consolidated Financial Statements

13
 
 
Barings Corporate Investors (formerly known as Babson Capital Corporate Investors)


 
 
CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)
December 31, 2016
 
                         
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.
 
11% Senior Subordinated Note due 02/17/2022
 
$
3,074,700
   
08/17/15
   
$
3,024,856
   
$
3,115,602
 
Preferred Stock (B)
 
425 shs.
   
08/17/15
     
424,875
     
354,346
 
Common Stock (B)
 
425 shs.
   
08/17/15
     
425
     
 
 
                             
 
                 
3,450,156
     
3,469,948
 
 
                             
   
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
01/31/2021 (D)
 
$
1,015,684
   
07/31/14
     
996,694
     
 
Limited Liability Company Unit (B) (F)
 
92,327 uts.
     
*
     
     
 
 
                               
* 07/31/14 and 10/14/15.
                   
996,694
     
 
 
                               
   
Blue Wave Products, Inc.
 
A distributor of pool supplies.
 
10% Senior Secured Term Note due 09/30/2018
 
$
312,766
   
10/12/12
     
310,537
     
312,766
 
13% (1% PIK) Senior Subordinated Note due
09/30/2019
 
$
745,685
   
10/12/12
     
718,442
     
745,685
 
Common Stock (B)
 
114,894 shs.
   
10/12/12
     
114,894
     
522,426
 
Warrant, exercisable until 2022, to purchase
common stock at $.01 per share (B)
 
45,486 shs.
   
10/12/12
     
45,486
     
206,826
 
                                 
 
                   
1,189,359
     
1,787,703
 
 
                               
   
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.
 
12.5% (1.5% PIK) Senior Subordinated Note
due 06/30/2021
 
$
3,254,065
   
06/30/15
     
3,202,134
     
 
Common Stock (B)
 
2,876 shs.
   
06/30/15
     
318,200
     
 
 
                               
 
                   
3,520,334
     
 
 
                               
   
BP SCI LLC
 
A leading value-added distributor of branded pipes, valves, and fittings (PVF) to diversified end markets.
 
Limited Liability Company Unit Class A (B) (F)
 
1,000 uts.
   
10/17/12
     
100,000
     
185,723
 
Limited Liability Company Unit Class B (B) (F)
 
400 uts.
   
10/17/12
     
400,000
     
642,705
 
 
                               
 
                   
500,000
     
828,428
 
 
                               
 
 
 
 
 
See Notes to Consolidated Financial Statements

14
 
 
2016 Annual Report


 
 
CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)
December 31, 2016
 
Corporate Restricted Securities: (A)
(Continued)
 
Principal Amount,
Shares, Units or
Ownership Percentage
   
Acquisition
Date
   
Cost
   
Fair Value
 
   
CG Holdings Manufacturing Company
 
A coating provider serving the automotive, agricultural, heavy truck and other end markets.
 
13% Senior Subordinated Note 11/01/2019
 
$
3,390,252
     
*
   
$
3,279,577
   
$
3,390,252
 
Preferred Stock (B)
 
3,241 shs.
     
*
     
324,054
     
406,604
 
Preferred Stock (B)
 
1,174 shs.
     
*
     
116,929
     
147,317
 
Common Stock (B)
 
337 shs.
     
*
     
35,673
     
317,618
 
Warrant, exercisable until 2023, to purchase
common stock at $.01 per share (B)
 
137 shs.
     
*
     
13,033
     
129,226
 
                                 
* 05/09/13 and 11/01/13.
                   
3,769,266
     
4,391,017
 
 
                               
   
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
01/19/2018
 
$
2,339,665
   
01/19/11
     
2,311,710
     
2,339,665
 
14% (2% PIK) Senior Subordinated Note due
08/03/2019
 
$
615,028
   
08/03/12
     
609,553
     
615,028
 
Common Stock (B)
 
1,125 shs.
   
01/19/11
     
112,500
     
130,115
 
Warrant, exercisable until 2021, to purchase
common stock at $.01 per share (B)
 
884 shs.
   
01/19/11
     
87,750
     
102,279
 
 
                               
 
                   
3,121,513
     
3,187,087
 
 
                               
   
Church Services Holding Company
 
A provider of diversified residential services to homeowners in the Houston, Dallas, and Austin markets.
 
14.5% (2% PIK) Senior Subordinated Note due
03/26/2018 (D)
 
$
575,664
   
03/26/12
     
569,935
     
 
Preferred Stock Series A (B)
 
205 shs.
   
09/22/16
     
20,475
     
 
Preferred Stock (B)
 
1,672 shs.
   
04/11/16
     
167,240
     
 
Common Stock (B)
 
3,981 shs.
     
*
     
398,100
     
 
Warrant, exercisable until 2022, to purchase
common stock at $.01 per share (B)
 
172 shs.
   
03/26/12
     
17,220
     
 
                                 
* 03/26/12, 05/25/12 and 06/19/12.
                   
1,172,970
     
 
 
                               
   
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.
 
12.5% (1.5% PIK) Senior Subordinated Note due
04/01/2021
 
$
4,105,530
     
*
     
4,041,604
     
4,047,181
 
Limited Liability Company Unit (B)
 
3,759 uts.
   
07/18/16
     
384,020
     
315,270
 
                                 
* 10/01/14 and 07/18/16.
                   
4,425,624
     
4,362,451
 
 
                               
 
 
 
 
 
 
 
See Notes to Consolidated Financial Statements

15
 
Barings Corporate Investors (formerly known as Babson Capital Corporate Investors)


 
 
CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)
December 31, 2016
 
Corporate Restricted Securities: (A)
(Continued)
 
Principal Amount,
Shares, Units or
Ownership Percentage
   
Acquisition
Date
   
Cost
   
Fair Value
 
   
Clough, Harbour and Associates
 
An engineering service firm that is located in Albany, NY.
 
Preferred Stock (B)
 
277 shs.
   
12/02/08
   
$
276,900
   
$
1,178,497
 
 
                           
   
Compass Chemical International LLC
 
A manufacturer and supplier of standard and specialty formulated chemicals, primarily phosphoric acid derivatives called phosphonates.
 
Limited Liability Company Unit (B) (F)
 
467 uts.
   
03/04/15
     
298,900
     
239,250
 
 
                           
   
Connecticut Electric, Inc.
 
A supplier and distributor of electrical products sold into the retail and wholesale markets.
 
Limited Liability Company Unit Class A (B)
 
156,046 uts.
   
01/12/07
     
156,046
     
209,024
 
Limited Liability Company Unit Class C (B)
 
112,873 uts.
   
01/12/07
     
112,873
     
163,104
 
Limited Liability Company Unit Class D (B)
 
1,268,437 uts.
   
05/03/10
     
     
1,729,565
 
Limited Liability Company Unit Class E (B)
 
2,081 uts.
   
05/03/10
     
     
297,954
 
                             
 
               
268,919
     
2,399,647
 
 
                           
   
CORA Health Services, Inc.
 
A provider of outpatient rehabilitation therapy services.
 
12.75% (1.75% PIK) Senior Subordinated Note
due 06/30/2023
 
$
1,552,027
   
06/30/16
     
1,523,483
     
1,565,670
 
Preferred Stock Series A (B)
 
1,538 shs.
   
06/30/16
     
146,154
     
150,723
 
Common Stock Class A (B)
 
7,692 shs.
   
06/30/16
     
7,692
     
5,462
 
                               
 
                 
1,677,329
     
1,721,855
 
 
                             
   
CTM Holding, Inc.
 
A leading owner and operator of coin-operated children's rides, penny presses and candy kiosks in the U.S.
 
15% (3% PIK) Senior Subordinated Note due
11/22/2019
 
$
2,593,764
   
11/22/13
     
2,565,680
     
2,580,619
 
Common Stock (B)
 
180 shs.
     
*
     
1,028,568
     
754,072
 
                                 
* 11/22/13 and 09/16/16.
                   
3,594,248
     
3,334,691
 
 
                               
   
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
     
2,826,144
     
2,835,049
 
Limited Liability Company Unit (B) (F)
 
617,647 uts.
   
10/07/16
     
617,647
     
617,647
 
                                 
 
                   
3,443,791
     
3,452,696
 
 
                               
 
 
 
See Notes to Consolidated Financial Statements

16
 
 
2016 Annual Report


 
 
CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)
December 31, 2016
 
Corporate Restricted Securities: (A)
(Continued)
Principal Amount,
Shares, Units or
Ownership Percentage
 
Acquisition
Date
 
Cost
   
Fair Value
 
   
DPL Holding Corporation
 
A distributor and manufacturer of aftermarket undercarriage parts for medium and heavy duty trucks and trailers.
 
14% (2% PIK) Senior Subordinated Note
due 11/04/2020
 
$
3,369,504
 
05/04/12
 
$
3,341,475
   
$
3,263,924
 
Preferred Stock (B)
61 shs.
 
05/04/12
   
605,841
     
469,034
 
Common Stock (B)
61 shs.
 
05/04/12
   
67,316
     
 
 
       
 
               
 
       
 
   
4,014,632
     
3,732,958
 
 
       
 
               
   
Dunn Paper
 
A provider of specialty paper for niche product applications.
 
9.75% Second Lien Term Loan due
08/31/2023
 
$
3,500,000
 
09/28/16
   
3,432,206
     
3,430,000
 
 
       
 
               
   
Eagle Family Foods, Inc.
 
A producer of low-cost branded and private label canned milk.
 
10.05% Last Out Term Loan due
12/31/2021
 
$
3,500,000
 
12/22/15
   
3,456,290
     
3,484,560
 
 
       
 
               
   
ECG Consulting Group
 
A healthcare management consulting company who provides strategic, financial, operational, and technology related consulting services to healthcare providers.
 
11.75% (0.75% PIK) Senior Subordinated
Note due 11/21/2020
 
$
2,666,799
 
11/21/14
   
2,623,346
     
2,693,467
 
Limited Liability Company Unit (B) (F)
467 uts.
 
11/19/14
   
145,833
     
180,539
 
 
       
 
               
 
       
 
   
2,769,179
     
2,874,006
 
 
       
 
               
   
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 10/13/2021
 
$
3,182,895
 
10/14/16
   
3,129,111
     
3,147,190
 
Limited Liability Company Unit (B) (F)
204 uts.
 
10/14/16
   
324,074
     
324,077
 
 
       
 
               
 
       
 
   
3,453,185
     
3,471,267
 
 
       
 
               
   
ERG Holding Company LLC
 
A provider of inpatient and outpatient clinical trial services to pharmaceutical companies and contract research organizations.
 
13.5% (1.5% PIK) Senior Subordinated
Note due 10/04/2019
 
$
1,966,787
 
04/04/14
   
1,944,315
     
1,986,455
 
14% (2% PIK) Senior Subordinated
Note due 10/04/2019
 
$
516,395
 
07/01/16
   
507,446
     
531,887
 
Common Stock (B)
0.64% int.
 
04/04/14
   
157,314
     
176,804
 
 
       
 
               
 
       
 
   
2,609,075
     
2,695,146
 
 
       
 
               
 
 
 
See Notes to Consolidated Financial Statements

17
 
Barings Corporate Investors (formerly known as Babson Capital Corporate Investors)


 
CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)
December 31, 2016
 
                       
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 Preferred (B)
   
512 uts.
 
09/27/10
 
$
175,035
   
$
240,923
 
Limited Liability Company Unit Common (B)
   
512 uts.
 
09/27/10
   
51,220
     
698,544
 
                           
 
   
 
 
 
   
226,255
     
939,467
 
 
   
 
 
 
               
   
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
     
1,006,991
 
Limited Liability Company Unit Class B-2 (B)
   
49,488 uts.
 
12/15/10
   
49,488
     
126,246
 
Limited Liability Company Unit Class B-3 (B)
   
39,130 uts.
 
08/30/12
   
90,000
     
109,997
 
Limited Liability Company Unit Class C (B)
   
9,449 uts.
 
12/20/10
   
96,056
     
195,822
 
                           
 
   
 
 
 
   
630,281
     
1,922,411
 
 
   
 
 
 
               
   
FMH Holdings Corporation
 
A designer and manufacturer of highly engineered components for the aerospace, defense and space industries.
 
Common Stock (B)
   
300 shs.
 
05/01/15
   
300,485
     
424,416
 
 
   
 
 
 
               
   
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
     
246,703
 
Limited Liability Company Unit Common (B)
   
1,840 uts.
 
10/05/12
   
1,840
     
37,690
 
                           
 
   
 
 
 
   
184,049
     
284,393
 
 
   
 
 
 
               
   
GenNx Novel Holding, Inc.
 
A manufacturer and distributor of nutraceutical ingredients.
 
15% (1% PIK) Senior Subordinated Note
due 03/27/2020
   $
3,266,502
 
03/27/14
   
3,225,805
     
2,087,295
 
Common Stock (B)
   
31,500 shs.
 
03/27/14
   
315,000
     
 
 
   
 
 
 
               
 
   
 
 
 
   
3,540,805
     
2,087,295
 
 
   
 
 
 
               
 
 
 
 
 
 

 
See Notes to Consolidated Financial Statements


18
 
2016 Annual Report


 
 
CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)
December 31, 2016
 
                   
Corporate Restricted Securities: (A)
(Continued)
 
Principal Amount,
Shares, Units or
Ownership
Percentage
 
Acquisition
Date
 
Cost
   
Fair Value
 
   
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
 
$
2,928,048
 
03/27/13
 
$
2,902,276
   
$
2,928,048
 
Common Stock (B)
2,835 shs.
 
03/27/13
   
283,465
     
294,987
 
 
       
 
               
 
       
 
   
3,185,741
     
3,223,035
 
 
       
 
               
   
Glynlyon Holding Companies, Inc.
 
A technology-enabled curriculum provider of K-12 and support services predominantly to small and medium public school districts.
 
12% (1% PIK) Senior Subordinated Note
due 01/15/2022
 
$
3,231,730
 
01/15/16
   
3,175,079
     
3,310,273
 
Common Stock (B)
299 shs.
 
01/15/16
   
299,145
     
336,185
 
 
       
 
               
 
       
 
   
3,474,224
     
3,646,458
 
 
       
 
               
   
GlynnDevins Acquisition Corporation
 
A marketing communications agency that service senior living facilities.
 
Preferred Stock Series A (B)
695 shs.
 
06/19/15
   
143,414
     
158,385
 
Common Stock (B)
695 shs.
 
06/19/15
   
5,976
     
57,712
 
 
       
 
               
 
       
 
   
149,390
     
216,097
 
 
       
 
               
   
Grakon Parent
 
The leading designer and manufacturer of highly-engineered and customized LED and incandescent lighting systems for transportation-based markets.
 
Common Stock (B)
355 shs.
 
10/31/14
   
354,730
     
301,996
 
 
       
 
               
   
GTI Holding Company
 
A designer, developer, and marketer of precision specialty hand tools and handheld test instruments.
 
12% Senior Subordinated Note due
02/05/2020
 
$
1,455,729
 
02/05/14
   
1,392,422
     
1,424,859
 
Common Stock (B)
1,693 shs.
 
02/05/14
   
169,271
     
180,652
 
Warrant, exercisable until 2024, to purchase
common stock at $.01 per share (B)
795 shs.
 
02/05/14
   
73,633
     
84,830
 
 
       
 
               
 
       
 
   
1,635,326
     
1,690,341
 
 
       
 
               
 
 
See Notes to Consolidated Financial Statements

19
 
 
Barings Corporate Investors (formerly known as Babson Capital Corporate Investors)


 
 
CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)
December 31, 2016
 
Corporate Restricted Securities: (A)
(Continued)
 
Principal Amount,
Shares, Units or
Ownership
Percentage
   
Acquisition
Date
   
Cost
   
Fair Value
 
   
Handi Quilter Holding Company (Premier Needle Arts)
 
A designer and manufacturer of long-arm quilting machines and related components for the consumer quilting market.
 
12% (1% PIK) Senior Subordinated Note due
06/19/2021
 
$
2,916,667
   
12/19/14
   
$
2,871,883
   
$
2,961,995
 
Limited Liability Company Unit Preferred (B)
 
729 uts.
     
*
     
729,169
     
657,644
 
Limited Liability Company Unit Common
Class A (B)
 
7,292 uts.
   
12/19/14
     
     
 
 
                               
* 12/19/14 and 4/29/16.
                   
3,601,052
     
3,619,639
 
 
                               
   
Happy Floors Acquisition, Inc.
 
A wholesale importer and value-added distributor of premium European flooring tile to residential and commercial end markets.
 
12.5% (1% PIK) Senior Subordinated Note
due 07/01/2022
 
$
3,212,670
   
07/01/16
     
3,154,096
     
3,231,530
 
Common Stock (B)
 
303 shs.
   
07/01/16
     
303,333
     
267,951
 
 
                               
 
                   
3,457,429
     
3,499,481
 
 
                               
   
Hartland Controls Holding Corporation
 
A manufacturer and distributor of electronic and electromechanical components.
 
14% (2% PIK) Senior Subordinated Note due
08/14/2019
 
$
2,244,827
   
02/14/14
     
2,219,418
     
2,267,275
 
12% Senior Subordinated Note due
08/14/2019
 
$
875,000
   
06/22/15
     
869,026
     
892,500
 
Preferred Stock Series A (B)
 
2,313 shs.
   
02/14/14
     
231,326
     
262,423
 
Common Stock (B)
 
1,666 shs.
   
02/14/14
     
1,667
     
543,475
 
                                 
 
                   
3,321,437
     
3,965,673
 
 
                               
   
Healthcare Direct Holding Company
 
A direct-to-consumer marketer of discount dental plans.
 
Common Stock (B)
 
1,552 shs.
   
03/09/12
     
64,254
     
253,805
 
 
 
 
HHI Group, LLC
 
A developer, marketer, and distributor of hobby-grade radio control products.
 
14% (2% PIK) Senior Subordinated Note due
01/17/2020
 
$
3,428,755
   
01/17/14
     
3,392,810
     
1,885,815
 
Limited Liability Company Unit (B) (F)
 
203 uts.
   
01/17/14
     
203,125
     
 
 
                               
 
                   
3,595,935
     
1,885,815
 
 
                               
   
Hollandia Produce LLC
 
A hydroponic greenhouse producer of branded root vegetables.
 
14.25% (2.75% PIK) Senior Subordinated
Note due 03/31/2021
 
$
2,750,537
     
*
     
2,705,013
     
2,622,812
 
                                 
* 12/30/15 and 12/23/16
                               
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
See Notes to Consolidated Financial Statements

20
 
 
2016 Annual Report


 
 
CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)
December 31, 2016
 
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
     
     
 
                             
 
               
     
 
 
                           
   
Hospitality Mints Holding Company
 
A manufacturer of individually-wrapped imprinted promotional mints.
 
12% Senior Subordinated Note due
10/01/2018
 
$
2,075,581
   
08/19/08
     
2,068,159
     
1,944,120
 
Common Stock (B)
 
474 shs.
   
08/19/08
     
474,419
     
37,801
 
Warrant, exercisable until 2018, to purchase
common stock at $.01 per share (B)
 
123 shs.
   
08/19/08
     
113,773
     
9,770
 
 
                             
 
                 
2,656,351
     
1,991,691
 
 
                             
HVAC Holdings, Inc.
 
A provider of integrated energy efficiency services and maintenance programs for HVAC systems.
 
12% (1% PIK) Senior Subordinated Note due
7/19/2022
 
$
2,290,421
     
*
     
2,265,925
     
2,293,188
 
Limited Liability Company Unit Class A
Preferred (B)
 
2,705 uts.
   
09/27/12
     
270,542
     
406,818
 
Limited Liability Company Unit Class A
Common (B)
 
2,185 uts.
   
09/27/12
     
2,185
     
221,297
 
                                 
* 7/19/16 and 9/6/16
                   
2,538,652
     
2,921,303
 
 
                               
   
Ideal Tridon Holdings, Inc.
 
A designer and manufacturer of clamps and couplings used in automotive and industrial end markets.
 
Common Stock
 
279 shs.
   
10/27/11
     
232,385
     
519,893
 
 
                               
   
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.
 
13% (1% PIK) Senior Subordinated Note due
11/10/2020
 
$
2,204,999
   
11/10/14
     
2,173,507
     
2,193,140
 
Common Stock (B)
 
4,667 shs.
   
11/10/14
     
466,667
     
423,909
 
 
                               
 
                   
2,640,174
     
2,617,049
 
 
                               
   
Insurance Claims Management, Inc.
 
A third party administrator providing auto and property claim administration services for insurance companies.
 
Common Stock (B)
 
89 shs.
   
02/27/07
     
2,689
     
268,869
 
 
                               
 
 
 
See Notes to Consolidated Financial Statements

21
 
Barings Corporate Investors (formerly known as Babson Capital Corporate Investors)


 
 
CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)
December 31, 2016
 
                     
Corporate Restricted Securities: (A)
(Continued)
 
Principal Amount,
Shares, Units or
Ownership
Percentage
 
Acquisition
Date
 
Cost
   
Fair Value
 
   
Janus Group Holdings LLC
 
A manufacturer of roll-up doors and hallway systems that are primarily used in self-storage facilities.
 
13.5% (1.5% PIK) Senior Subordinated Note
due 06/10/2019
 
$
1,155,163
 
12/11/13
 
$
1,142,744
   
$
1,155,163
 
Limited Liability Company Unit Class A (B) (F)
 
565 uts.
 
12/11/13
   
759,165
     
3,113,552
 
 
       
 
               
 
       
 
   
1,901,909
     
4,268,715
 
 
       
 
               
   
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-2 (B) (F)
 
2,478,261 uts.
 
10/31/16
   
     
 
Limited Liability Company Unit Class A-1 (B) (F)
 
391,304 uts.
 
10/31/16
   
391,304
     
391,304
 
                           
 
       
 
   
948,605
     
391,304
 
 
       
 
               
   
K N B Holdings Corporation
 
A designer, manufacturer and marketer of products for the custom framing market.
 
Common Stock (B)
 
134,210 shs.
 
05/24/06
   
134,210
     
165,116
 
Warrant, exercisable until 2018, to purchase
common stock at $.01 per share (B)
 
82,357 shs.
 
05/25/06
   
71,534
     
101,322
 
 
       
 
               
 
       
 
   
205,744
     
266,438
 
 
       
 
               
   
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
   
     
145,949
 
Common Stock (B)
 
667 shs.
 
07/15/08
   
539,502
     
408,552
 
 
       
 
               
 
       
 
   
539,502
     
554,501
 
 
       
 
               
   
Kyjen Company
 
A designer and distributor of branded and private label dog toys and accessories primarily in the U.S.
 
13% (1% PIK) Senior Subordinated Note due
10/14/2021
 
$
2,656,946
 
10/14/15
   
2,612,008
     
2,695,688
 
 
       
 
               
   
Mail Communications Group, Inc.
 
A provider of mail processing and handling services, lettershop services, and commercial printing services.
 
Limited Liability Company Unit
 
24,109 uts.
 
*
   
314,464
     
362,451
 
Warrant, exercisable until 2017, to purchase
common stock at $.01 per share (B) (F)
 
3,375 shs.
 
05/04/07
   
43,031
     
50,739
 
                           
* 05/04/07 and 01/02/08.
       
 
   
357,495
     
413,190
 
 
       
 
               
 
 
 
 
 
See Notes to Consolidated Financial Statements

22
 
 
2016 Annual Report


 
 
CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)
December 31, 2016
 
 
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
01/15/2018 (D)
 
$
1,259,914
 
01/15/10
 
$
1,212,363
   
$
 
15% (2.5% PIK) Senior Subordinated Note
due 01/15/2018 (D)
 
$
345,759
 
10/05/10
   
343,820
     
 
Common Stock (B)
 
106 shs.
 
10/05/10
   
106,200
     
 
Common Stock Class B (B)
 
353 shs.
 
01/15/10
   
352,941
     
 
Warrant, exercisable until 2019, to purchase
common stock at $.01 per share (B)
 
312 shs.
 
10/05/10
   
283,738
     
 
                           
 
       
 
   
2,299,062
     
 
 
       
 
               
   
Master Cutlery LLC
 
A designer and marketer of a wide assortment of knives and swords.
 
13% Senior Subordinated Note due
04/17/2020
 
$
1,745,086
 
04/17/15
   
1,730,616
     
1,641,542
 
Limited Liability Company Unit
 
9 uts.
 
04/17/15
   
1,356,658
     
366,251
 
 
       
 
               
 
       
 
   
3,087,274
     
2,007,793
 
 
       
 
               
   
MC Sign Holdings LLC
 
A provider of sign and lighting services nationwide.
 
11.75% (0.75% PIK) Senior Subordinated
Note due 09/15/2021
 
$
1,558,922
 
09/22/15
   
1,532,927
     
1,574,511
 
Limited Liability Company Unit Class B (B)
 
205,900 uts.
 
09/22/15
   
205,900
     
355,116
 
                           
 
       
 
   
1,738,827
     
1,929,627
 
 
       
 
               
   
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
10/30/2019 (D)
 
$
1,362,886
 
09/22/11
   
1,347,188
     
1,022,165
 
15% PIK Senior Subordinated Note due
04/30/2022 (D)
 
$
71,517
 
08/18/15
   
71,517
     
 
14% PIK Senior Subordinated Note due
06/30/2019
 
$
94,476
 
10/21/16
   
94,476
     
93,735
 
Common Stock Class A
 
231,353 shs.
 
*
   
512,114
     
 
                           
* 08/18/15 and 10/20/16.
       
 
   
2,025,295
     
1,115,900
 
 
       
 
               
 
 
 
 
See Notes to Consolidated Financial Statements


23
 
 
Barings Corporate Investors (formerly known as Babson Capital Corporate Investors)


 
 
CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)
December 31, 2016
 
 
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
 
$
2,245,350
 
09/30/14
 
$
2,211,735
   
$
2,189,149
 
Common Stock Class B (B)
 
445,455 shs.
 
09/30/14
   
445,455
     
184,319
 
                           
 
       
 
   
2,657,190
     
2,373,468
 
 
       
 
               
   
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
 
$
3,154,857
 
12/02/16
   
3,092,404
     
3,168,127
 
Preferred Stock
 
3,472 shs.
 
12/02/16
   
347,191
     
347,191
 
Common Stock
 
491 shs.
 
12/02/16
   
491
     
491
 
                           
 
       
 
   
3,440,086
     
3,515,809
 
 
       
 
               
   
MNX Holding Company
 
An international third party logistics company providing customized logistics services to customers across the globe.
 
14% (2% PIK) Senior Subordinated Note due
11/02/2019
 
$
3,143,440
 
11/02/12
   
3,113,040
     
3,143,440
 
Common Stock (B)
 
107 shs.
 
11/02/12
   
107,143
     
81,994
 
                           
 
       
 
   
3,220,183
     
3,225,434
 
 
       
 
               
   
Money Mailer Equity LLC
 
A leading provider of hyperlocal shared direct mail advertising as well as interactive and online advertising solutions through its nationwide production and distribution network.
 
12% (1% PIK) Senior Subordinated Note due
10/29/2021
 
$
3,520,654
 
04/29/16
   
3,458,121
     
3,453,798
 
 
       
 
               
   
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
 
$
3,028,436
 
11/30/10
   
3,007,578
     
3,028,436
 
Limited Liability Company Unit Class
B-1 (B) (F)
 
225,000 uts.
 
11/30/10
   
     
142,858
 
Limited Liability Company Unit Class
B-2 (B) (F)
 
20,403 uts.
 
11/30/10
   
     
12,954
 
                           
 
       
 
   
3,007,578
     
3,184,248
 
 
       
 
               
 
 
 
See Notes to Consolidated Financial Statements

24
 
 
2016 Annual Report


 
 
CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)
December 31, 2016
 
 
Corporate Restricted Securities: (A)
(Continued)
 
Principal Amount,
Shares, Units or
Ownership
Percentage
   
Acquisition
Date
   
Cost
   
Fair Value
 
   
NetShape Technologies, Inc.
 
A manufacturer of powder metal and metal injection molded precision components used in industrial, consumer, and other applications.
 
12% Senior Subordinated Note due
06/10/2020 (D)
 
$
1,530,000
   
02/02/07
   
$
1,528,882
   
$
 
Limited Partnership Interest of Saw Mill PCG
Partners LLC (B)
 
2.76% int.
   
02/01/07
     
1,110,810
     
 
Limited Liability Company Unit Class D of Saw
Mill PCG Partners LLC (B)
 
17 uts.
     
*
     
16,759
     
 
Limited Liability Company Unit Class D-1 of
Saw Mill PCG Partners LLC (B)
 
229 uts.
   
09/30/09
     
228,858
     
 
Limited Liability Company Unit Class D-2 of
Saw Mill PCG Partners LLC (B)
 
128 uts.
   
04/29/11
     
65,256
     
 
Limited Liability Company Unit Class D-3 of
Saw Mill PCG Partners LLC (B)
 
196 uts.
   
12/10/14
     
196,263
     
 
                                 
* 12/18/08 and 09/30/09.
                   
3,146,828
     
 
 
                               
   
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 5/17/2023
 
$
3,099,913
   
06/30/16
     
3,043,968
     
3,110,644
 
Common Stock (B)
 
420 shs.
   
05/17/16
     
420,000
     
508,898
 
                                 
 
                   
3,463,968
     
3,619,542
 
 
                               
   
O E C Holding Corporation
 
A provider of elevator maintenance, repair and modernization services.
 
Preferred Stock Series A (B)
 
1,661 shs.
   
06/04/10
     
166,062
     
215,372
 
Preferred Stock Series B (B)
 
934 shs.
   
06/04/10
     
93,376
     
166,596
 
Common Stock (B)
 
1,032 shs.
   
06/04/10
     
1,032
     
209,430
 
 
                               
 
                   
260,470
     
591,398
 
 
                               
   
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
07/29/2021
 
$
2,940,000
   
01/29/16
     
2,888,516
     
3,011,624
 
Common Stock Class A (B)
 
560,000 shs.
   
01/29/16
     
560,000
     
656,149
 
 
                               
 
                   
3,448,516
     
3,667,773
 
 
                               
 
 
See Notes to Consolidated Financial Statements

25
 
 
Barings Corporate Investors (formerly known as Babson Capital Corporate Investors)


 
 
CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)
December 31, 2016
 
 
Corporate Restricted Securities: (A)
(Continued)
Principal Amount,
Shares, Units or
Ownership
Percentage
   
Acquisition
Date
   
Cost
   
Fair Value
 
   
Pearlman Enterprises, Inc.
 
A developer and distributor of tools, equipment, and supplies to the natural and engineered stone industry.
 
Preferred Stock Series A (B)
2,334 shs.
   
05/22/09
   
$
111,508
   
$
2,334,350
 
Preferred Stock Series B (B)
13,334 shs.
   
05/22/09
     
547,872
     
459,326
 
Common Stock (B)
40,540 shs.
   
05/22/09
     
1,877,208
     
 
 
                         
 
             
2,536,588
     
2,793,676
 
 
                         
   
Petroplex Inv Holdings LLC
 
A leading provider of acidizing services to E&P customers in the Permian Basin.
 
Limited Liability Company
0.90% int.
     
*
     
420,814
     
45,814
 
 
                           
* 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% (1% PIK) Senior Subordinated Note due
01/31/2020
 
$
2,154,782
   
07/31/14
     
2,127,539
     
2,102,658
 
Limited Liability Company Unit
300,485 uts.
   
07/31/14
     
300,485
     
97,598
 
 
                               
 
                   
2,428,024
     
2,200,256
 
 
                               
                                 
Power Stop Holdings LLC
                               
A supplier of performance upgrade aftermarket brake products.
 
11% Senior Subordinated Note due 05/29/2022
 
$
3,266,800
   
05/29/15
     
3,215,171
     
3,332,136
 
Limited Liability Company Unit Preferred (B) (F)
2,332 uts.
   
05/29/15
     
233,200
     
266,329
 
Limited Liability Company Unit Common (B) (F)
2,332 uts.
   
05/29/15
     
     
160,673
 
                                 
 
                   
3,448,371
     
3,759,138
 
 
                               
   
PPC Event Services
 
A special event equipment rental business.
 
14% (2% PIK) Senior Subordinated Note due
05/20/2020
 
$
2,367,609
   
11/20/14
     
2,335,834
     
2,367,609
 
Limited Liability Company Unit (B)
7,000 uts.
   
11/20/14
     
350,000
     
956,942
 
Limited Liability Company Unit Series A-1 (B)
689 uts.
   
03/16/16
     
86,067
     
109,051
 
 
                               
 
                   
2,771,901
     
3,433,602
 
 
                               
   
Randy's Worldwide Automotive
 
A designer and distributor of automotive aftermarket parts.
 
11.5% Senior Subordinated Note due
05/12/2021
 
$
2,304,719
   
05/12/15
     
2,270,521
     
2,350,813
 
Common Stock (B)
240 shs.
   
05/12/15
     
240,388
     
364,237
 
 
                               
 
                   
2,510,909
     
2,715,050
 
 
                               
 
 
 
See Notes to Consolidated Financial Statements

26
 
 
2016 Annual Report


 
 
CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)
December 31, 2016
 
 
                         
Corporate Restricted Securities: (A)
(Continued)
 
Principal Amount,
Shares, Units or
Ownership
Percentage
   
Acquisition
Date
   
Cost
   
Fair Value
 
   
Safety Infrastructure Solutions
 
A provider of trench safety equipment to a diverse customer base across multiple end markets in Texas and the
 
Southwestern United States.
                       
Preferred Stock (B)
 
6,294 shs.
   
03/30/12
   
$
251,758
   
$
379,460
 
Common Stock (B)
 
2,949 shs.
   
03/30/12
     
29,492
     
581,564
 
 
                           
 
               
281,250
     
961,024
 
 
                           
   
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
     
83,396
 
Warrant, exercisable until 2023, to purchase
common stock at $.01 per share (B)
 
74 shs.
   
03/15/13
     
67,958
     
34,068
 
 
                           
 
               
249,179
     
117,464
 
 
                           
   
Smart Source Holdings LLC
 
A short-term computer rental company.
 
Limited Liability Company Unit (B)
 
619 uts.
     
*
     
493,496
     
784,547
 
Warrant, exercisable until 2020, to purchase
common stock at $.01 per share (B)
 
157 shs.
     
*
     
127,437
     
198,752
 
                               
* 08/31/07 and 03/06/08.
                 
620,933
     
983,299
 
 
                             
                               
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
     
 
 
                               
   
Software Paradigms International Group, LLC
 
An outsourced IT services provider focused on the retail industry.
 
12.5% (1.5% PIK) Senior Subordinated
Note due 11/23/2021
 
$
3,500,000
   
05/23/16
     
3,435,552
     
3,506,348
 
 
                               
 
 
 
See Notes to Consolidated Financial Statements

27
 
 
Barings Corporate Investors (formerly known as Babson Capital Corporate Investors)


 
 
CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)
December 31, 2016
 
 
 
Corporate Restricted Securities: (A)
(Continued)
 
Principal Amount,
Shares, Units or
Ownership
Percentage
   
Acquisition
Date
   
Cost
   
Fair Value
 
   
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.
 
14% (2% PIK) Senior Subordinated Note due
06/13/2019
 
$
2,119,565
   
12/13/13
   
$
2,090,673
   
$
2,085,668
 
Preferred Stock Series A (B)
 
317,935 shs.
   
12/13/13
     
317,935
     
270,245
 
Preferred Stock Series A-2 (B)
 
53,086 shs.
   
09/10/15
     
59,987
     
45,123
 
 
                             
 
                 
2,468,595
     
2,401,036
 
 
                             
   
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
12/14/2017 (D)
 
$
4,117,068
     
*
     
4,075,756
     
2,881,947
 
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
     
2,881,947
 
 
                               
   
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
 
$
2,472,606
   
07/31/15
     
2,423,277
     
2,418,215
 
Common Stock (B)
 
139 shs.
   
07/31/15
     
158,560
     
75,951
 
 
                               
 
                   
2,581,837
     
2,494,166
 
 
                               
   
Team Drive-Away Holdings LLC
 
An asset-light provider of over the road driveaway services for class 8 trucks and specialized equipment.
 
12.5% (1.5% PIK) Senior Subordinated Note
due 04/15/2021
 
$
1,555,600
   
10/15/15
     
1,529,608
     
1,578,784
 
Limited Liability Company Unit (B)
 
194,400 uts.
   
10/15/15
     
194,400
     
217,922
 
 
                               
 
                   
1,724,008
     
1,796,706
 
 
                               
   
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 (D)
 
$
126,792
   
12/05/13
     
414,051
     
126,792
 
Warrant, exercisable until 2023, to purchase
common stock at $.01 per share (B)
 
53,038 shs.
   
12/05/13
     
     
21,745
 
 
                               
 
                   
414,051
     
148,537
 
 
                               
 
See Notes to Consolidated Financial Statements

28
 
2016 Annual Report


 
 
CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)
December 31, 2016
 
 
                     
Corporate Restricted Securities: (A)
(Continued)
 
Principal Amount,
Shares, Units or
Ownership
Percentage
 
Acquisition
Date
 
Cost
   
Fair Value
 
   
Tranzonic Holdings LLC
 
A producer of commercial and industrial supplies, such as safety products, janitorial supplies, work apparel, washroom and restroom supplies and sanitary care products.
 
Limited Liability Company Unit Preferred
Class A (B)
 
295,455 uts.
 
07/05/13
 
$
295,455
   
$
437,166
 
 
     
 
               
   
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
 
$
2,319,923
 
01/23/15
   
2,287,761
     
2,366,322
 
 
       
 
               
   
Veritext Corporation
 
A provider of stenographic staffing and other services used during the legal deposition process.
 
10.75% Second Lien Term Loan due
01/29/2023
 
$
3,500,000
 
01/21/16
   
3,439,253
     
3,500,000
 
 
       
 
               
   
VP Holding Company
 
A provider of school transportation services for special-needs and homeless children in Massachusetts.
 
Common Stock (B)
 
7,368 shs.
 
03/31/14
   
736,842
     
813,922
 
 
       
 
               
   
Wellborn Forest Holding Company
 
A manufacturer of semi-custom kitchen and bath cabinetry.
 
8% Senior Subordinated Note due
09/30/2017 (D)
 
$
3,175,092
 
11/30/06
   
1,638,669
     
2,857,583
 
Common Stock (B)
 
191 shs.
 
11/30/06
   
191,250
     
 
Warrant, exercisable until 2017, to purchase
common stock at $.01 per share (B)
 
95 shs.
 
11/30/06
   
86,493
     
 
 
       
 
               
 
       
 
   
1,916,412
     
2,857,583
 
 
       
 
               
   
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
 
$
761,854
 
08/03/15
   
750,376
     
768,953
 
Limited Liability Company Unit (B) (F)
 
751,212 uts.
 
08/03/15
   
751,212
     
925,671
 
                           
 
       
 
   
1,501,588
     
1,694,624
 
 
       
 
           
 
 
 
 
 
 
See Notes to Consolidated Financial Statements

29
 
Barings Corporate Investors (formerly known as Babson Capital Corporate Investors)


 
 
CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)
December 31, 2016
 
Corporate Restricted Securities: (A)
(Continued)
 
Principal Amount,
Shares, Units or
Ownership
Percentage
 
Acquisition
Date
 
Cost
   
Fair Value
 
   
Whitcraft Holdings, Inc.
 
A leading independent manufacturer of precision formed, machined, and fabricated flight-critical aerospace components.
 
Common Stock (B)
 
616 shs.
 
12/16/10
 
$
616,438
   
$
877,116
 
Warrant, exercisable until 2018, to
purchase common stock at $.01 per share (B)
 
166 shs.
 
12/16/10
   
148,003
     
235,685
 
 
     
 
               
 
     
 
   
764,441
     
1,112,801
 
 
     
 
               
   
Wolf-Gordon, Inc.
 
A designer and specialty distributor of wallcoverings and related building products, including textiles, paint, and writeable surfaces.
 
12.5% (1.5% PIK) Senior Subordinated
Note due 07/22/2021
 
$
3,226,999
 
01/22/16
   
3,171,350
     
3,279,639
 
Common Stock (B)
 
318 shs.
 
01/22/16
   
318,182
     
349,380
 
                           
 
       
 
   
3,489,532
     
3,629,019
 
 
       
 
               
   
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
 
$
2,900,039
 
11/03/11
   
2,881,219
     
2,900,039
 
Common Stock (B)
 
4,500 shs.
 
11/03/11
   
450,000
     
435,060
 
                           
 
       
 
   
3,331,219
     
3,335,099
 
 
       
 
               
   
York Wall Holding Company
 
A designer, manufacturer and marketer of wall covering products for both residential and commercial wall coverings.
 
12.5% (1.5% PIK) Senior Subordinated
Note due 03/04/2021
 
$
3,214,210
 
03/04/15
   
3,165,959
     
2,777,965
 
Common Stock (B)
 
3,723 shs.
 
03/04/15
   
372,300
     
135,599
 
                           
 
       
 
   
3,538,259
     
2,913,564
 
                           
Total Private Placement Investments (E)
       
  
 
$
205,902,622
   
$
201,207,921
 
 
       
 
               
 
 
 
 
See Notes to Consolidated Financial Statements

30
 
 
2016 Annual Report


 
 
CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)
December 31, 2016
 
 
                           
Corporate Restricted Securities: (A)
(Continued)
 
Interest
Rate
 
Maturity
Date
 
Principal
Amount
   
Cost
   
Market Value
 
                           
Rule 144A Securities - 20.06%:
     
 
                 
                           
Bonds - 20.06%
     
 
                 
                           
A. Schulman Inc.
   
6.875
%
06/01/23
 
$
1,000,000
   
$
1,012,175
   
$
1,045,000
 
Altice S.A.
   
7.750
 
05/15/22
   
1,000,000
     
1,000,000
     
1,067,500
 
American Airlines Group Inc.
   
5.500
 
10/01/19
   
870,000
     
893,932
     
898,274
 
Amsted Industries
   
5.375
 
09/15/24
   
520,000
     
520,000
     
510,900
 
Beazer Homes USA Inc.
   
8.750
 
03/15/22
   
320,000
     
320,000
     
345,600
 
Belden Inc.
   
5.250
 
07/15/24
   
410,000
     
410,000
     
412,050
 
Boise Cascade Company
   
5.625
 
09/01/24
   
259,000
     
259,000
     
257,058
 
Boyd Gaming Corporation
   
6.375
 
04/01/26
   
197,000
     
197,000
     
212,169
 
CITGO Holding, Inc.
   
10.750
 
02/15/20
   
1,000,000
     
1,018,559
     
1,072,500
 
CITGO Petroleum Corporation
   
6.250
 
08/15/22
   
925,000
     
925,000
     
962,000
 
Consolidated Energy Finance S.A.
   
6.750
 
10/15/19
   
1,000,000
     
991,655
     
1,000,000
 
Constellium N.V.
   
7.875
 
04/01/21
   
743,000
     
743,000
     
798,724
 
Cornerstone Chemical Company
   
9.375
 
03/15/18
   
1,000,000
     
1,007,491
     
1,002,500
 
Coveris Holdings S.A.
   
7.875
 
11/01/19
   
1,000,000
     
1,000,000
     
992,500
 
CTP Transportation Products, LLC
   
8.250
 
12/15/19
   
635,000
     
635,000
     
547,687
 
CVR Partners, LP.
   
9.250
 
06/15/23
   
1,000,000
     
976,440
     
1,030,000
 
Dean Foods
   
6.500
 
03/15/23
   
663,000
     
663,000
     
697,807
 
Diamond 1 Finance Corp / Diamond
Finance Corp (Dell)
   
5.875
 
06/15/21
   
228,000
     
228,000
     
242,575
 
Digicel Group Limited
   
6.000
 
04/15/21
   
1,000,000
     
918,443
     
904,470
 
Endo Finance LLC
   
5.375
 
01/31/23
   
1,000,000
     
981,624
     
847,500
 
Gates Global LLC
   
6.000
 
07/15/22
   
1,000,000
     
789,008
     
978,000
 
Hilcorp Energy Company
   
5.000
 
12/01/24
   
500,000
     
500,000
     
496,250
 
Hill-Rom Holdings, Inc.
   
5.750
 
09/01/23
   
385,000
     
385,000
     
397,513
 
Hub International Ltd.
   
7.875
 
10/01/21
   
1,000,000
     
1,000,000
     
1,056,410
 
Hughes Satellite Systems Corporation
   
6.625
 
08/01/26
   
1,250,000
     
1,233,350
     
1,256,250
 
Infor (US), Inc.
   
5.750
 
08/15/20
   
226,000
     
224,283
     
236,735
 
International Automotive Component
   
9.125
 
06/01/18
   
1,000,000
     
983,758
     
975,000
 
J.B. Poindexter Co., Inc.
   
9.000
 
04/01/22
   
1,000,000
     
1,036,317
     
1,050,000
 
JBS USA Holdings, Inc.
   
7.750
 
10/28/20
   
750,000
     
775,415
     
795,975
 
JDA Escrow LLC
   
7.375
 
10/15/24
   
179,000
     
179,000
     
185,712
 
Jupiter Resources Inc.
   
8.500
 
10/01/22
   
1,000,000
     
945,849
     
862,500
 
KeHE Distributors, LLC
   
7.625
 
08/15/21
   
1,000,000
     
1,045,866
     
995,000
 
Acelity L.P. Inc. fka Kinetic Concepts Inc.
   
9.625
 
10/01/21
   
1,000,000
     
1,000,000
     
1,057,500
 
LBC Tank Terminals Holding Netherlands B.V.
   
6.875
 
05/15/23
   
1,315,000
     
1,345,781
     
1,344,588
 
 
 
 
 
See Notes to Consolidated Financial Statements

31
 
Barings Corporate Investors (formerly known as Babson Capital Corporate Investors)


 
 
CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)
December 31, 2016
 
 
                           
Corporate Restricted Securities: (A)
(Continued)
 
Interest
Rate
 
Maturity
Date
 
Principal
Amount
   
Cost
   
Market Value
 
                           
Level 3 Communications Inc.
   
5.250
%
03/15/26
 
$
858,000
   
$
879,008
   
$
849,420
 
Mallinckrodt PLC
   
5.750
 
08/01/22
   
1,000,000
     
1,000,000
     
962,500
 
Micron Technology, Inc.
   
5.250
 
08/01/23
   
1,000,000
     
1,000,000
     
1,003,750
 
Micron Technology, Inc.
   
7.500
 
09/15/23
   
403,000
     
403,000
     
446,323
 
Milacron Financial
   
7.750
 
02/15/21
   
500,000
     
500,000
     
513,750
 
Moog Inc.
   
5.250
 
12/01/22
   
1,000,000
     
1,006,317
     
1,020,000
 
NRG Energy, Inc.
   
6.625
 
01/15/27
   
1,000,000
     
953,245
     
945,000
 
Numericable Group SA
   
6.000
 
05/15/22
   
1,000,000
     
978,302
     
1,026,250
 
Onex Corporation
   
8.500
 
10/01/22
   
352,000
     
352,000
     
293,920
 
OPE KAG Finance Sub
   
7.875
 
07/31/23
   
1,750,000
     
1,814,928
     
1,767,500
 
Pinnacle Operating Corporation
   
9.000
 
11/15/20
   
1,000,000
     
1,029,218
     
440,000
 
Prime Security Services Borrower
   
9.250
 
05/15/23
   
1,000,000
     
1,000,000
     
1,088,750
 
PSPC Escrow Corp
   
6.500
 
02/01/22
   
299,000
     
256,140
     
301,243
 
Sabre GLBL Inc.
   
5.250
 
11/15/23
   
251,000
     
251,000
     
257,744
 
Signode Industrial Group
   
6.375
 
05/01/22
   
1,265,000
     
1,236,948
     
1,261,838
 
Sinclair Television Group, Inc.
   
5.125
 
02/15/27
   
1,000,000
     
1,000,000
     
950,000
 
Sirius XM Radio Inc.
   
5.375
 
04/15/25
   
250,000
     
250,000
     
248,750
 
Sirius XM Radio Inc.
   
5.375
 
07/15/26
   
1,000,000
     
995,078
     
977,500
 
SunCoke Energy
   
7.375
 
02/01/20
   
1,000,000
     
945,903
     
995,000
 
Surgical Care Affiliates, Inc.
   
6.000
 
04/01/23
   
918,000
     
918,000
     
947,835
 
Tallgrass Operations LLC
   
5.500
 
09/15/24
   
605,000
     
605,000
     
600,463
 
TeamHealth Holdings Inc
   
7.250
 
12/15/23
   
235,000
     
235,000
     
267,313
 
Teine Energy Ltd.
   
6.875
 
09/30/22
   
900,000
     
894,429
     
919,125
 
Topaz Marine S.A.
   
8.625
 
11/01/18
   
1,000,000
     
1,000,000
     
970,000
 
Tullow Oil Plc
   
6.250
 
04/15/22
   
725,000
     
540,683
     
674,250
 
United States Steel Corp.
   
8.375
 
07/01/21
   
195,000
     
195,000
     
215,578
 
Unitymedia KabelBW GmbH
   
6.125
 
01/15/25
   
1,000,000
     
1,000,000
     
1,027,500
 
Univision Communications, Inc.
   
5.125
 
05/15/23
   
325,000
     
325,000
     
320,125
 
Univision Communications, Inc.
   
5.125
 
02/15/25
   
860,000
     
870,040
     
822,375
 
UPCB Finance IV Limited
   
5.375
 
01/15/25
   
425,000
     
425,000
     
428,188
 
Virgin Media Secured Finance PLC
   
5.250
 
01/15/26
   
1,000,000
     
1,006,517
     
987,500
 
VRX Escrow Corp.
   
5.875
 
05/15/23
   
1,500,000
     
1,117,960
     
1,132,500
 
Watco Companies, L.L.C.
   
6.375
 
04/01/23
   
1,000,000
     
1,000,000
     
1,035,000
 
Welltec A/S
   
8.000
 
02/01/19
   
750,000
     
744,281
     
753,750
 
West Corporation
   
5.375
 
07/15/22
   
1,000,000
     
985,164
     
966,250
 
Western Digital Corporation
   
10.500
 
04/01/24
   
494,000
     
494,000
     
584,155
 
WMG Acquisition Corp.
   
6.750
 
04/15/22
   
1,000,000
     
1,039,601
     
1,052,500
 
 
 
 
 
See Notes to Consolidated Financial Statements

32
 
2016 Annual Report


 
 
CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)
December 31, 2016
 
 
                           
Corporate Restricted Securities: (A)
(Continued)
 
Interest
Rate
 
Maturity
Date
 
Principal
Amount
   
Cost
   
Market Value
 
                           
Wolverine World Wide, Inc.
   
5.000
%
09/01/26
 
$
666,000
   
$
666,000
   
$
641,025
 
Zekelman Industries, Inc
   
9.875
 
06/15/23
   
230,000
     
230,000
     
257,600
 
                                   
Total Bonds
       
 
           
56,286,708
     
56,486,517
 
 
       
 
                       
                                   
Common Stock - 0.00%
       
 
                       
                                   
TherOX, Inc. (B)
       
 
   
6
     
     
 
Touchstone Health Partnership (B)
       
 
   
1,168
     
     
 
                                   
Total Common Stock
       
 
           
     
 
 
       
 
                       
                                   
Total Rule 144A Securities
       
 
           
56,286,708
     
56,486,517
 
 
       
 
                       
                                   
Total Corporate Restricted Securities
       
 
         
$
262,189,330
   
$
257,694,438
 
 
       
 
                       
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
See Notes to Consolidated Financial Statements

33
 
Barings Corporate Investors (formerly known as Babson Capital Corporate Investors)


 
 
CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)
December 31, 2016
 
 
                           
Corporate Public Securities - 12.54%: (A)
 
Interest
Rate
 
Maturity
Date
 
Principal
Amount
   
Cost
   
Market Value
 
                           
Bank Loans - 2.30%
     
 
                 
                           
Ascent Resource - Marcellus LLC
   
8.500
%
07/09/21
 
$
209,882
   
$
207,812
   
$
25,186
 
Aquilex Holdings LLC
   
6.500
 
12/31/20
   
273,411
     
273,017
     
266,234
 
Caelus Energy Alaska, LLC
   
8.750
 
04/15/20
   
1,000,000
     
994,272
     
800,000
 
Fieldwood Energy LLC
   
8.000
 
08/31/20
   
344,430
     
309,389
     
325,486
 
Fieldwood Energy LLC
   
8.375
 
09/30/20
   
1,044,008
     
488,531
     
730,806
 
Fieldwood Energy LLC
   
8.375
 
09/30/20
   
1,455,992
     
785,248
     
1,263,073
 
K&N Engineering, Inc.
   
9.750
 
12/31/99
   
1,000,000
     
980,399
     
982,500
 
Kronos Incorporated
   
9.250
 
12/31/99
   
409,457
     
405,419
     
421,487
 
RadNet Management Inc.
   
8.000
 
12/31/99
   
1,000,000
     
997,569
     
985,000
 
Seadrill Partners Finco, LLC
   
4.000
 
02/21/21
   
989,796
     
476,875
     
674,051
 
                                   
Total Bank Loans
       
 
           
5,918,531
     
6,473,823
 
 
       
 
                       
                                   
Bonds - 10.24%
       
 
                       
                                   
Alere Inc.
   
7.250
 
07/01/18
   
940,000
     
961,290
     
951,750
 
Anixter, Inc.
   
5.500
 
03/01/23
   
1,000,000
     
1,000,000
     
1,037,500
 
Antero Resources Corporation
   
5.375
 
11/01/21
   
800,000
     
800,000
     
818,000
 
Calpine Corporation
   
5.750
 
01/15/25
   
700,000
     
700,000
     
675,500
 
Clearwater Paper Corporation
   
4.500
 
02/01/23
   
750,000
     
744,960
     
734,999
 
Commercial Metals Company
   
4.875
 
05/15/23
   
1,500,000
     
1,502,182
     
1,507,500
 
Commercial Vehicle Group Inc.
   
7.875
 
04/15/19
   
930,000
     
942,603
     
928,838
 
CPI International, Inc.
   
8.750
 
02/15/18
   
760,000
     
758,119
     
771,400
 
CVR Refining LLC
   
6.500
 
11/01/22
   
650,000
     
633,886
     
645,125
 
EP Energy Corporation
   
9.375
 
05/01/20
   
819,000
     
401,399
     
755,011
 
Ferrellgas Partners, L.P
   
6.750
 
01/15/22
   
465,000
     
465,000
     
459,188
 
Ferrellgas Partners, L.P
   
8.625
 
06/15/20
   
1,048,000
     
1,048,938
     
1,032,280
 
Forum Energy Technologies
   
6.250
 
10/01/21
   
325,000
     
325,000
     
325,000
 
GEO Group, Inc. (The)
   
5.875
 
01/15/22
   
1,000,000
     
950,132
     
1,012,500
 
HCA Holdings, Inc.
   
5.375
 
02/01/25
   
150,000
     
152,361
     
150,375
 
HealthSouth Corporation
   
5.750
 
11/01/24
   
579,000
     
582,516
     
586,238
 
Hornbeck Offshore Services, Inc.
   
1.500
 
09/01/19
   
1,000,000
     
515,000
     
709,375
 
Icahn Enterprises L.P.
   
6.000
 
08/01/20
   
1,150,000
     
1,163,577
     
1,174,438
 
Kindred Healthcare, Inc.
   
8.750
 
01/15/23
   
1,000,000
     
1,000,000
     
935,000
 
Lamar Media Corp.
   
5.375
 
01/15/24
   
320,000
     
320,000
     
331,200
 
Laredo Petroleum, Inc.
   
5.625
 
01/15/22
   
1,000,000
     
946,773
     
1,007,500
 
Meritor, Inc.
   
6.750
 
06/15/21
   
1,000,000
     
1,000,000
     
1,022,500
 
Meritor, Inc.
   
7.875
 
03/01/26
   
669,000
     
663,403
     
967,122
 
 
 
 
See Notes to Consolidated Financial Statements

34
 
2016 Annual Report


 
 
CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)
December 31, 2016
 
 
                           
Corporate Public Securities: (A) (Continued)
 
Interest
Rate
 
Maturity
Date
 
Shares or
Principal
Amount
   
Cost
   
Market Value
 
                           
Oasis Petroleum Inc.
   
6.875
%
03/15/22
 
$
1,000,000
   
$
1,000,000
   
$
1,025,000
 
Perry Ellis International, Inc.
   
7.875
 
04/01/19
   
250,000
     
248,975
     
250,000
 
P.H. Glatfelter Company
   
5.375
 
10/15/20
   
1,000,000
     
1,007,807
     
1,017,500
 
Ply Gem Industries, Inc.
   
6.500
 
02/01/22
   
1,000,000
     
946,353
     
1,026,250
 
Precision Drilling Corporation
   
6.625
 
11/15/20
   
448,432
     
455,797
     
455,159
 
Sanchez Energy Corporation
   
6.125
 
01/15/23
   
1,000,000
     
722,713
     
950,000
 
Select Medical Corporation
   
6.375
 
06/01/21
   
650,000
     
656,422
     
650,000
 
Sprint Corporation
   
7.125
 
06/15/24
   
315,000
     
315,000
     
324,450
 
Suburban Propane Partners, L.P.
   
5.750
 
03/01/25
   
1,000,000
     
1,000,000
     
1,015,000
 
Summit Midstream Holdings, LLC
   
5.500
 
08/15/22
   
170,000
     
124,716
     
165,750
 
Sunoco LP
   
6.250
 
04/15/21
   
840,000
     
835,462
     
855,750
 
Tenet Healthcare Corporation
   
6.750
 
06/15/23
   
725,000
     
721,881
     
639,813
 
William Lyon Homes
   
7.000
 
08/15/22
   
1,000,000
     
1,000,000
     
1,035,000
 
WPX Energy, Inc.
   
5.250
 
09/15/24
   
925,000
     
925,000
     
897,250
 
                                   
Total Bonds
       
 
           
27,537,265
     
28,845,261
 
 
       
 
                       
                                   
Common Stock - 0.00%
       
 
                       
                                   
Chase Packaging Corporation
       
 
   
9,541
     
     
191
 
 
       
 
                       
Total Common Stock
       
 
           
     
191
 
 
       
 
                       
                                   
Total Corporate Public Securities
       
 
         
$
33,455,796
   
$
35,319,275
 
 
       
 
                       
 
 
 
 
 
 
 
 
 
 
 
 
See Notes to Consolidated Financial Statements

35
 
Barings Corporate Investors (formerly known as Babson Capital Corporate Investors)


 
 
CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)
December 31, 2016
 
 
Short-Term Securities:
 
Interest
Rate/Yield^
 
Maturity
Date
 
Principal
Amount
   
Cost
   
Market Value
 
                           
Commercial Paper - 3.87%
     
 
                 
                           
Ameren Corporation
   
1.000
%
01/03/17
 
$
2,600,000
   
$
2,599,856
   
$
2,599,856
 
Caterpillar Inc.
   
0.990
 
01/11/17
   
3,000,000
     
2,999,175
     
2,999,175
 
Mattel, Inc.
   
0.790
 
01/03/17
   
4,000,000
     
3,999,824
     
3,999,824
 
South Carolina Electric & Gas Company
   
0.970
 
01/12/17
   
1,300,000
     
1,299,615
     
1,299,615
 
                                   
Total Short-Term Securities
       
 
         
$
10,898,470
   
$
10,898,470
 
                                   
Total Investments
   
107.93
%
 
         
$
306,543,596
   
$
303,912,183
 
 
       
 
                       
                                   
Other Assets
   
6.40
 
 
                   
18,029,689
 
                                   
Liabilities
   
(14.33
)
 
                   
(40,370,981
)
                                   
Total Net Assets
   
100.00
%
 
                 
$
281,570,891
 
 
       
 
                       
 
 
 
 
 
 
 
 
 
 
 
 
 
(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, 2016, the value of these securities amounted to $201,207,921 or 71.46% of net assets.
(F) Held in CI Subsidiary Trust
^ Effective yield at purchase
PIK - Payment-in-kind
 
 
 
 
 
 
 
 
 
 
 
See Notes to Consolidated Financial Statements

36
 
 
2016 Annual Report


 
 
CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)
December 31, 2016
 
 

 
 
Industry Classification:
 
Fair Value/
Market Value
 
       
AEROSPACE & DEFENSE - 3.30%
     
API Technologies Corp.
 
$
3,364,505
 
CPI International, Inc.
   
771,400
 
FMH Holdings Corporation
   
424,416
 
Merex Holding Corporation
   
1,115,900
 
Sunvair Aerospace Group Inc.
   
2,494,166
 
Whitcraft Holdings, Inc.
   
1,112,801
 
 
   
9,283,188
 
         
AIRLINES - 0.32%
       
American Airlines Group Inc.
   
898,274
 
         
AUTOMOTIVE - 9.34%
       
Aurora Parts & Accessories LLC
   
3,469,948
 
CG Holdings Manufacturing
Company
   
4,391,017
 
Commercial Vehicle Group Inc.
   
928,838
 
DPL Holding Corporation
   
3,732,958
 
Gates Global LLC
   
978,000
 
Grakon Parent
   
301,996
 
International Automotive Component
   
975,000
 
J.B. Poindexter Co., Inc.
   
1,050,000
 
K&N Engineering, Inc.
   
982,500
 
Meritor, Inc.
   
1,989,622
 
Moog Inc.
   
1,020,000
 
Power Stop Holdings LLC
   
3,759,138
 
Randy's Worldwide Automotive
   
2,715,050
 
 
   
26,294,067
 
         
BROKERAGE, ASSET MANAGERS &
EXCHANGES - 0.42%
 
Icahn Enterprises L.P.
   
1,174,438
 
         
BUILDING MATERIALS - 10.59%
       
ARI Holding Corporation
   
4,724,738
 
Boise Cascade Company
   
257,058
 
Happy Floors Acquisition, Inc.
   
3,499,481
 
Janus Group Holdings LLC
   
4,268,715
 
NSi Industries Holdings, Inc.
   
3,619,542
 
Pearlman Enterprises, Inc.
   
2,793,676
 
Ply Gem Industries, Inc.
   
1,026,250
 
    Fair Value/
Market Value
 
Signature Systems Holdings
Company
 
$
117,464
 
Sunrise Windows Holding Company
   
2,881,947
 
Torrent Group Holdings, Inc.
   
148,537
 
Wellborn Forest Holding Company
   
2,857,583
 
Wolf-Gordon, Inc.
   
3,629,019
 
 
   
29,824,010
 
 
       
CABLE & SATELLITE - 1.69%
       
Altice S.A.
   
1,067,500
 
Hughes Satellite Systems Corporation
   
1,256,250
 
Unitymedia KabelBW GmbH
   
1,027,500
 
UPCB Finance IV Limited
   
428,188
 
Virgin Media Secured Finance PLC
   
987,500
 
 
   
4,766,938
 
         
CHEMICALS - 2.95%
       
A. Schulman Inc.
   
1,045,000
 
Compass Chemical International LLC
   
239,250
 
Consolidated Energy Finance S.A.
   
1,000,000
 
Cornerstone Chemical Company
   
1,002,500
 
CVR Partners, LP.
   
1,030,000
 
LBC Tank Terminals Holding
Netherlands B.V.
   
1,344,588
 
Pinnacle Operating Corporation
   
440,000
 
Polytex Holdings LLC
   
2,200,256
 
 
   
8,301,594
 
         
CONSTRUCTION MACHINERY - 1.41%
 
Caterpillar Inc.
   
2,999,175
 
Safety Infrastructure Solutions
   
961,024
 
 
   
3,960,199
 
     
CONSUMER CYCLICAL SERVICES - 3.44%
 
CHG Alternative Education
Holding Company
   
3,187,087
 
Church Services Holding Company
   
 
GEO Group, Inc. (The)
   
1,012,500
 
PPC Event Services
   
3,433,602
 
Prime Security Services Borrower
   
1,088,750
 
 
 
 
 
 
 
See Notes to Consolidated Financial Statements


37
 
 
Barings Corporate Investors (formerly known as Babson Capital Corporate Investors)


 
 
CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)
December 31, 2016
 

 


 
Industry Classification: (Continued)
 
Fair Value/
Market Value
 
       
West Corporation
 
$
966,250
 
 
   
9,688,189
 
 
       
CONSUMER PRODUCTS - 10.09%
       
AMS Holding LLC
   
611,133
 
Blue Wave Products, Inc.
   
1,787,703
 
Elite Sportswear Holding, LLC
   
3,471,267
 
gloProfessional Holdings, Inc.
   
3,223,035
 
GTI Holding Company
   
1,690,341
 
Handi Quilter Holding Company
   
3,619,639
 
HHI Group, LLC
   
1,885,815
 
K N B Holdings Corporation
   
266,438
 
Kyjen Company
   
2,695,688
 
Manhattan Beachwear
Holding Company
   
 
Master Cutlery LLC
   
2,007,793
 
Mattel, Inc.
   
3,999,824
 
Perry Ellis International, Inc.
   
250,000
 
York Wall Holding Company
   
2,913,564
 
 
   
28,422,240
 
       
DIVERSIFIED MANUFACTURING - 5.82%
 
ABC Industries, Inc.
   
882,304
 
Advanced Manufacturing
Enterprises LLC
   
 
Airxcel Holdings
   
4,042,812
 
Amsted Industries
   
510,900
 
Belden Inc.
   
412,050
 
BP SCI LLC
   
828,428
 
CTP Transportation Products, LLC
   
547,687
 
F G I Equity LLC
   
1,922,411
 
Forum Energy Technologies
   
325,000
 
Ideal Tridon Holdings, Inc.
   
519,893
 
K P I Holdings, Inc.
   
554,501
 
Motion Controls Holdings
   
3,184,248
 
NetShape Technologies, Inc.
   
 
Strahman Holdings Inc
   
2,401,036
 
Zekelman Industries, Inc
   
257,600
 
 
   
16,388,870
 
 
       
         
   
Fair Value/
Market Value
 
ELECTRIC - 3.19%
     
Ameren Corporation
 
$
2,599,856
 
AM Conservation Holding Corp
   
3,474,594
 
Calpine Corporation
   
675,500
 
NRG Energy, Inc.
   
945,000
 
South Carolina Electric & Gas
Company
   
1,299,615
 
 
   
8,994,565
 
         
ENERGY - 0.29%
       
Ascent Resource – Marcellus LLC
   
25,186
 
Caelus Energy Alaska, LLC
   
800,000
 
 
   
825,186
 
         
FINANCIAL OTHER - 0.68%
       
Hub International Ltd.
   
1,056,410
 
Insurance Claims Management, Inc.
   
268,869
 
Onex Corporation
   
293,920
 
PSPC Escrow Corp
   
301,243
 
 
   
1,920,442
 
         
FOOD & BEVERAGE - 10.47%
       
1492 Acquisition LLC
   
704,631
 
Dean Foods
   
697,807
 
Del Real LLC
   
3,452,696
 
Eagle Family Foods, Inc.
   
3,484,560
 
F F C Holding Corporation
   
939,467
 
GenNx Novel Holding, Inc.
   
2,087,295
 
Hollandia Produce LLC
   
2,622,812
 
Hospitality Mints Holding Company
   
1,991,691
 
Impact Confections
   
2,617,049
 
JBS USA Holdings, Inc.
   
795,975
 
JMH Investors LLC
   
391,304
 
KeHE Distributors, LLC
   
995,000
 
PANOS Brands LLC
   
3,667,773
 
Westminster Acquisition LLC
   
1,694,624
 
WP Supply Holding Corporation
   
3,335,099
 
 
   
29,477,783
 
         
GAMING - 1.26%
       
Boyd Gaming Corporation
   
212,169
 
 
 
 
 
 
See Notes to Consolidated Financial Statements


38
 
2016 Annual Report


 
 
CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)
December 31, 2016
 


 
 
Industry Classification: (Continued)
 
Fair Value/
Market Value
 
       
CTM Holding, Inc.
 
$
3,334,691
 
 
   
3,546,860
 
         
HEALTHCARE - 4.51%
       
Acelity L.P. Inc. fka Kinetic Concepts Inc.
   
1,057,500
 
Alere Inc.
   
951,750
 
CORA Health Services, Inc.
   
1,721,855
 
ECG Consulting Group
   
2,874,006
 
GD Dental Services LLC
   
284,393
 
HCA Holdings, Inc.
   
150,375
 
Healthcare Direct Holding Company
   
253,805
 
HealthSouth Corporation
   
586,238
 
Hill-Rom Holdings, Inc.
   
397,513
 
Kindred Healthcare, Inc.
   
935,000
 
RadNet Management Inc.
   
985,000
 
Select Medical Corporation
   
650,000
 
Surgical Care Affiliates, Inc.
   
947,835
 
TeamHealth Holdings Inc
   
267,313
 
Tenet Healthcare Corporation
   
639,813
 
TherOX, Inc.
   
 
Touchstone Health Partnership
   
 
 
   
12,702,396
 
         
HOME CONSTRUCTION - 0.49%
       
Beazer Homes USA Inc.
   
345,600
 
William Lyon Homes
   
1,035,000
 
 
   
1,380,600
 
 
       
INDEPENDENT - 2.79%
       
Antero Resources Corporation
   
818,000
 
EP Energy Corporation
   
755,011
 
Fieldwood Energy LLC
   
2,319,365
 
Jupiter Resources Inc.
   
862,500
 
Laredo Petroleum, Inc.
   
1,007,500
 
Precision Drilling Corporation
   
455,159
 
Sanchez Energy Corporation
   
950,000
 
Tullow Oil Plc
   
674,250
 
 
   
7,841,785
 
   
Fair Value/
Market Value
 
INDUSTRIAL OTHER - 7.75%
     
AFC – Dell Holding Corporation
 
$
2,718,642
 
Aquilex Holdings LLC
   
266,234
 
Clough, Harbour and Associates
   
1,178,497
 
Connecticut Electric, Inc.
   
2,399,647
 
Hartland Controls Holding Corporation
   
3,965,673
 
HVAC Holdings, Inc.
   
2,921,303
 
Mail Communications Group, Inc.
   
413,190
 
MC Sign Holdings LLC
   
1,929,627
 
Midwest Industrial Rubber, Inc.
   
3,515,809
 
Milacron Financial
   
513,750
 
O E C Holding Corporation
   
591,398
 
Smart Source Holdings LLC
   
983,299
 
Tranzonic Holdings LLC
   
437,166
 
 
   
21,834,235
 
 
       
MEDIA & ENTERTAINMENT - 2.97%
       
BlueSpire Holding, Inc.
   
 
GlynnDevins Acquisition Corporation
   
216,097
 
HOP Entertainment LLC
   
 
Lamar Media Corp.
   
331,200
 
Money Mailer Equity LLC
   
3,453,798
 
Sinclair Television Group, Inc.
   
950,000
 
Sirius XM Radio Inc.
   
1,226,250
 
Univision Communications, Inc.
   
1,142,500
 
WMG Acquisition Corp.
   
1,052,500
 
 
   
8,372,345
 
 
       
METALS & MINING - 1.25%
       
Commercial Metals Company
   
1,507,500
 
Constellium N.V.
   
798,724
 
SunCoke Energy
   
995,000
 
United States Steel Corp.
   
215,578
 
 
   
3,516,802
 
         
MIDSTREAM - 1.70%
       
CVR Refining LLC
   
645,125
 
Ferrellgas Partners, L.P
   
1,491,468
 
Suburban Propane Partners, L.P.
   
1,015,000
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
See Notes to Consolidated Financial Statements

39
 
 
Barings Corporate Investors (formerly known as Babson Capital Corporate Investors)


 
 
CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)
December 31, 2016
 

 

 
 
Industry Classification: (Continued)
 
Fair Value/
Market Value
 
       
Summit Midstream Holdings, LLC
 
$
165,750
 
Sunoco LP
   
855,750
 
Tallgrass Operations LLC
   
600,463
 
 
   
4,773,556
 
 
       
OIL FIELD SERVICES - 2.31%
       
Avantech Testing Services LLC
   
 
Hilcorp Energy Company
   
496,250
 
Hornbeck Offshore Services, Inc.
   
709,375
 
Oasis Petroleum Inc.
   
1,025,000
 
Petroplex Inv Holdings LLC
   
45,814
 
Seadrill Partners Finco, LLC
   
674,051
 
Teine Energy Ltd.
   
919,125
 
Topaz Marine S.A.
   
970,000
 
Welltec A/S
   
753,750
 
WPX Energy, Inc.
   
897,250
 
 
   
6,490,615
 
         
PACKAGING - 1.36%
       
ASC Holdings, Inc.
   
1,568,627
 
Chase Packaging Corporation
   
191
 
Coveris Holdings S.A.
   
992,500
 
Signode Industrial Group
   
1,261,838
 
 
   
3,823,156
 
         
PAPER - 1.84%
       
Clearwater Paper Corporation
   
734,999
 
Dunn Paper
   
3,430,000
 
P.H. Glatfelter Company
   
1,017,500
 
 
   
5,182,499
 
         
PHARMACEUTICALS - 3.55%
       
Clarion Brands Holding Corp.
   
4,362,451
 
Endo Finance LLC
   
847,500
 
ERG Holding Company LLC
   
2,695,146
 
Mallinckrodt PLC
   
962,500
 
VRX Escrow Corp.
   
1,132,500
 
 
   
10,000,097
 
 
       
         
   
Fair Value/
Market Value
 
REFINING - 2.41%
     
CITGO Holding, Inc.
 
$
1,072,500
 
CITGO Petroleum Corporation
   
962,000
 
MES Partners, Inc.
   
2,373,468
 
Tristar Global Energy Solutions, Inc.
   
2,366,322
 
 
   
6,774,290
 
 
       
RETAILERS - 0.23%
       
Wolverine World Wide, Inc.
   
641,025
 
         
TECHNOLOGY - 5.35%
       
Anixter, Inc.
   
1,037,500
 
Diamond 1 Finance Corp / Diamond 2
Finance Corp (Dell)
   
242,575
 
Glynlyon Holding Companies, Inc.
   
3,646,458
 
Infor (US), Inc.
   
236,735
 
JDA Escrow LLC
   
185,712
 
Kronos Incorporated
   
421,487
 
Micron Technology, Inc.
   
1,450,073
 
Sabre GLBL Inc.
   
257,744
 
Software Paradigms International Group,
LLC
   
3,506,348
 
Veritext Corporation
   
3,500,000
 
Western Digital Corporation
   
584,155
 
 
   
15,068,787
 
         
TRANSPORTATION SERVICES - 3.07%
       
MNX Holding Company
   
3,225,434
 
OPE KAG Finance Sub
   
1,767,500
 
Team Drive-Away Holdings LLC
   
1,796,706
 
VP Holding Company
   
813,922
 
Watco Companies, L.L.C.
   
1,035,000
 
 
   
8,638,562
 
 
       
WIRELESS - 1.09%
       
Digicel Group Limited
   
904,470
 
Level 3 Communications Inc.
   
849,420
 
Numericable Group SA
   
1,026,250
 
Sprint Corporation
   
324,450
 
 
   
3,104,590
 
         
Total Investments - 107.93%
(Cost - $306,543,596)
 
$
303,912,183
 
 
 
 
 
See Notes to Consolidated Financial Statements


40
 
2016 Annual Report


 
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 
 
 
1. History
 
Barings Corporate Investors (formerly known as Babson Capital 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. In order to clarify the Trust's relationship to Barings LLC (formerly known as Babson Capital Management LLC), as of September 12, 2016, the Trust's name was changed to replace "Babson Capital Corporate Investors" with "Barings Corporate Investors".
 
 
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 at the same time offering an opportunity for capital gains. The Trust's principal investments are privately placed, below-investment grade, long-term debt obligations. Such direct placement securities may, in some cases, be accompanied by equity features such as common stock, warrants, conversion rights, or other equity features and, occasionally, preferred stocks. The Trust typically purchases these investments, which are not publicly tradable, directly from their issuers in private placement transactions. These investments are typically mezzanine debt instruments with accompanying private equity securities made to small or middle market companies. In addition, the Trust may invest, subject to certain limitations, in marketable investment grade debt securities, other marketable debt (including high yield 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 has 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 $201,207,921 (71.46% of net assets) as of December 31, 2016 whose values 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.
 
 


41
 
Barings Corporate Investors (formerly known as Babson Capital Corporate Investors)


 
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 
 
 
 
Following is a description of valuation methodologies used for assets recorded at fair value:
 
 
Corporate Public Securities – 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 Corporate Public Securities. At December 31, 2016, 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.
 
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 review also includes an examination of the underlying inputs and assumptions for a sample of individual securities across asset classes, credit rating levels and various durations, a process Barings continues to perform annually. 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 – 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. Significant increases/(decreases) in the discount rate would result in a significant (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 – 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 tranches of the capital structure to senior then junior subordinated debt, followed by each class of preferred stock and finally the 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. Significant increases/(decreases) to the company's EBITDA and/or valuation multiple would result in significant increases/ (decreases) to the equity value. An increase/(decrease) to the discount would result in a (decrease)/increase to the equity value.
 
 
Short-Term Securities
 
Short-term securities, of sufficient credit quality, with more than sixty days to maturity are valued at fair value, using external independent third-party services. Short-term securities having a maturity of sixty days or less are valued at amortized cost, which approximates fair value.
 
 

42
 
2016 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, 2016:
           
 
Fair Value
Valuation Technique
Unobservable Inputs
Range
Weighted Average
Bank Loans
$4,412,500
Broker Quote
Single Broker
98% to 98.3%
98.1%
 
$6,984,560
Discounted Cash Flows
Discount Rate
8.8% to 9.2%
9.0%
           
Corporate Bonds
$136,204,881
Discounted Cash Flows
Discount Rate
9.3% to 17.1%
12.5%
           
 
$10,734,805
Market Approach
Valuation Multiple
3.8x to 10.2x
7.3x
           
 
 
 
EBITDA
$0.0 million to
$9.2 million
$5.1 million
           
Equity Securities
$42,246,087
Market Approach
Valuation Multiple
3.8x to 12.2x
8.0x
           
 
 
 
EBITDA
$0.0 million to $157.6
million
$27.1 million
 
 
Certain of the Trust's Level 3 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 $1,607,588 have been excluded from the preceding table.
 
 
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 Trusts' financial instruments are categorized as of December 31, 2016.
 
 
The fair values of our 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, 2016 are as follows:
 
                         
Assets:
 
Total
   
Level 1
   
Level 2
   
Level 3
 
Restricted Securities
                       
Corporate Bonds
 
$
203,426,203
   
$
   
$
56,486,517
   
$
146,939,686
 
Bank Loans
   
10,414,560
     
     
     
10,414,560
 
Common Stock - U.S.
   
13,321,840
     
     
     
13,321,840
 
Preferred Stock
   
8,047,466
     
     
     
8,047,466
 
Partnerships and LLCs
   
22,484,369
     
     
     
22,484,369
 
Public Securities
                               
Bank Loans
   
6,473,823
     
     
5,491,323
     
982,500
 
Corporate Bonds
   
28,845,261
     
     
28,845,261
     
 
Common Stock - U.S.
   
191
     
191
     
     
 
Short-term Securities
   
10,898,470
     
     
10,898,470
     
 
Total
 
$
303,912,183
   
$
191
   
$
101,721,571
   
$
202,190,421
 
 
 
See information disaggregated by security type and industry classification in the Consolidated Schedule of Investments.
 
 
 

43
 
Barings Corporate Investors (formerly known as Babson Capital Corporate Investors)
 


 
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
 
 
Following is a reconciliation of Level 3 assets for which significant unobservable inputs were used to determine fair value:
 
                                                 
Assets:
 
Beginning
balance
at 12/31/2015
   
Included in
earnings
   
Purchases
   
Sales
   
Prepayments
   
Transfers
into
Level 3
   
Transfers
out
of Level 3
   
Ending
balance at
12/31/2016
 
Restricted Securities
                                               
Corporate Bonds
 
$
137,668,650
   
$
(9,961,618
)
 
$
44,297,056
   
$
(9,907,191
)
 
$
(15,157,211
)
 
$
   
$
   
$
146,939,686
 
Bank Loans
   
6,381,040
     
293,520
     
6,860,000
     
(3,570,000
)
   
     
     
     
10,414,560
 
Common Stock - U.S.
   
17,650,577
     
(688,129
)
   
2,563,162
     
(6,203,770
)
   
     
     
     
13,321,840
 
Preferred Stock
   
13,760,307
     
1,424,530
     
681,059
     
(7,818,430
)
   
     
     
     
8,047,466
 
Partnerships and LLCs
   
21,562,089
     
6,311,685
     
2,182,645
     
(7,572,050
)
   
     
     
     
22,484,369
 
Public Securities
                                                               
Bank Loans
   
     
2,500
     
980,000
     
     
     
     
     
982,500
 
   
$
197,472,663
   
$
(2,617,512
)
 
$
57,563,922
   
$
(35,071,441
)
 
$
(15,157,211
)
 
$
   
$
   
$
202,190,421
 
 
 
There were no transfers into or out of Level 1 or Level 2 assets.
 
 
 
Income, Gains and Losses included in Net Increase in Net Assets resulting from Operations for the period 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)
 
$
536,455
   
$
 
Net realized gain on investments before
taxes
 
$
7,477,556
     
 
Net change in unrealized depreciation of
investments before taxes
 
$
(10,631,523
)
   
(11,723,837
)
 
 
 
 
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 using the yield-to-maturity method. The Trust does not accrue income when payment is delinquent and when management believes payment is questionable.
 
 
Realized gains and losses on investment transactions and unrealized appreciation and depreciation of investments 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.
 
 
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 2016, the fund incurred $776,619 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

 
 

44
 
2016 Annual Report


 
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 

 
 
 
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. Permanent differences will result in reclassifications to the capital accounts. In 2016, the Trust decreased undistributed net investment income by $1,164,856, increased accumulated net realized gains by $1,262,232, increased retained net realized gain on investments by 2,256,038, and decreased additional paid in capital by $2,353,414 to more accurately display the Trust's capital financial position on a tax-basis in accordance with U.S. GAAP. These re-classifications had no impact on net asset value.
 
 
The Trusts' current income tax expense as shown on the Statement of Operations is $2,277,985 which is comprised of income tax expense on long term capital gains retained related to the regulated investment company of $776,619 as well as taxes related to the CI Subsidiary Trust as described in the table below of $1,501,366.
 
 
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, 2016 were as follows:
 
 
Income tax expense (benefit)
 
Current:
     
Federal
 
$
967,016
 
State
   
534,350
 
Total current
   
1,501,366
 
 
       
Deferred:
       
Federal
   
(101,340
)
State
   
(13,636
)
Total deferred
   
(114,976
)
 
       
Total income tax expense from continuing operations
 
$
1,386,390
 
 
       
 
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.
 
 
The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities as of December 31, 2016 were as follows:
 
 
Deferred tax liabilities:
 
Unrealized gain on investments
   
1,013,201
 
 
       
Total deferred tax liabilities
   
1,013,201
 
Net deferred tax liability
 
$
(1,013,201
)
 
       
 
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, 2016.
 
 
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
 
 
 
 




45
 
Barings Corporate Investors (formerly known as Babson Capital Corporate Investors)
 


 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
 
 
income for the year ended December 31, 2016 is as follows:
 
             
 
 
Amount
   
Percentage
 
             
Provision for income
taxes at the U.S.
federal rate
 
$
855,637
     
34.00%
 
                 
State tax, net of federal
effect
   
520,714
     
20.69%
 
                 
Change in valuation
allowance
   
     
0.00%
 
                 
Other
   
10,039
     
0.40%
 
                 
Income tax expense
 
$
1,386,390
     
55.09%
 
 
               
 
 
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 components of capital shown in the following table represent the Trust's undistributed net investment income, undistributed net capital gain, losses the Trust may be able to offset against gains in future taxable years, as well as unrealized appreciation (depreciation) on securities and other fund investments, if any, at December 31, 2016, each of which determined on a U.S. Federal tax basis:
 
Undistributed
(Overdistributed)
Net Investment
Income
   
Undistributed
Net Capital
Gain
   
Accumulated
Loss
Carryforward
   
Net Unrealized
Appreciation
(Depreciation)
on Securities
and Other
Investments
 
$
2,808,212
   
$
0
   
$
0
   
$
(5,764,619
)
                             
 
 
 
The tax character of distributions declared during the years ended December 31, 2016 and 2015 was as follows:
 
Distributions paid from:
 
2016
   
2015
 
             
Ordinary Income
 
$
23,688,009
   
$
23,539,826
 
                 
Long-term Capital Gains
 
$
   
$
 
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.
 
 
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, 2007. The Note is due November 15, 2017 and accrues interest at 5.28% 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, 2016, the Trust incurred total interest expense on the Note of $1,584,000.
 
 
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.
 
 


46
 
2016 Annual Report


 
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
 
 
Management estimates that the fair value of the Note was $30,835,320 as of December 31, 2016. The fair value of the Note is categorized as a Level 3 under ASC 820.
 
 
5. Purchases and Sales of Investments
 
 
 
For the year ended
12/31/2016
 
 
 
Cost of
Investments
Acquired
   
Proceeds
from
Sales or
Maturities
 
             
Corporate restricted securities
 
$
78,502,579
   
$
73,978,189
 
                 
Corporate public securities
   
10,463,105
     
28,558,396
 
 
 
The difference between book-basis and tax-basis cost is primarily due to holdings of partnerships. The net unrealized depreciation of investments for financial reporting and Federal tax purposes as of December 31, 2016 is $2,631,413 and consists of $26,362,755 appreciation and $28,994,168 depreciation.
 
 
Net unrealized depreciation of investments on the Statement of Assets and Liabilities reflects the balance net of a deferred tax accrual of $1,013,201 on net unrealized losses on the CI Subsidiary Trust.
 
 
6. Quarterly Results of Investment Operations (Unaudited)
 
 
 
March 31, 2016
 
 
 
Amount
   
Per Share
 
Investment income
 
$
6,313,481
       
Net investment income
   
4,808,831
   
$
0.24
 
Net realized and
unrealized loss on
investments
(net of taxes)
   
1,368,826
     
0.07
 
                 
       
 
 
June 30, 2016
 
 
 
Amount
   
Per Share
 
Investment income
 
$
7,014,018
         
Net investment income
   
5,503,645
   
$
0.28
 
Net realized and
unrealized gain on
investments
(net of taxes)
   
2,858,595
     
0.15
 
 
 
September 30, 2016
 
 
 
Amount
   
Per Share
 
Investment income
 
$
6,815,924
       
Net investment income
   
5,290,597
   
$
0.27
 
Net realized and
unrealized gain on
investments
(net of taxes)
   
6,058,772
   
$
0.31
 
                 
       
 
 
December 31, 2016
 
 
 
Amount
   
Per Share
 
Investment income
 
$
8,039,384
         
Net investment income
   
6,568,766
   
$
0.33
 
Net realized and
unrealized loss on
investments
(net of taxes)
   
(5,217,976
)
   
(0.26
)
 
 
 
 
 
 
 
 
 
 
 
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.
 
 
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, 2016, the Trust had the following unfunded commitments:
 
Investment
 
Unfunded Amount
 
       
CORA Health Services, Inc.
 
$
1,807,693
 
         
HVAC Holdings, Inc.
 
$
1,218,493
 
 
 
 


47
 
Barings Corporate Investors (formerly known as Babson Capital Corporate Investors)


 
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
 
 
9. Aggregate Remuneration Paid to Officers, Trustees and Their Affiliated Persons
 
For the year ended December 31, 2016, the Trust paid its Trustees aggregate remuneration of $317,400. 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, 2016, 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.
 
 
The Trust did not make any payments to Barings for the year ended December 31, 2016, other than amounts payable to Barings pursuant to the Contract.
 
 
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, 2016, 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.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

48
 
 
 
 
 
 
2016 Annual Report

 
 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
   
 
 
 
 
 
 
 
 
 
The Shareholders and Board of Trustees of Barings Corporate Investors:
 
 
We have audited the accompanying consolidated statement of assets and liabilities of Barings Corporate Investors (f/k/a Babson Capital Corporate Investors) (the "Trust"), including the consolidated schedule of investments, as of December 31, 2016, and 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 consolidated selected financial highlights for each of the years in the five-year period then ended. These consolidated financial statements and consolidated selected financial highlights are the responsibility of the Trust's management. Our responsibility is to express an opinion on these consolidated financial statements and consolidated selected financial highlights based on our audits.
 
 
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements and consolidated selected financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2016, by correspondence with custodian and counterparties. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
 
 
In our opinion, the consolidated financial statements and consolidated selected financial highlights referred to above present fairly, in all material respects, the financial position of Barings Corporate Investors (f/k/a Babson Capital Corporate Investors) as of December 31, 2016, the consolidated results of their operations and cash flows for the year then ended, the consolidated changes in their net assets for each of the years in the two-year period then ended, and the consolidated selected financial highlights for each of the years in the five-year period then ended, in conformity with U.S. generally accepted accounting principles.
 
 
Boston, Massachusetts
February 24, 2017
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

49
 
Barings Corporate Investors

 
 
INTERESTED TRUSTEES
 
 
 
           
Name (Age), Address
Position With
The Trust
Office Term / Length
of Time Served
Principal Occupations
During Past 5 Years
Portfolios Overseen
in Fund Complex
Other Directorships
Held by Director
 
 
 
 
 
 
 
 
 
 
 
 
Clifford M. Noreen* (59)
 
Barings
Corporate Investors
1500 Main Street
P.O. Box 15189
Springfield, MA 01115-5189
Trustee, Chairman
Term expires 2018; 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 Trust.
 
2
Chairman and Trustee (since 2009), President (2005-2009), Vice President (1993-2009), Barings Participation Investors; President (since 2009), Senior Vice President (1996-2009), HYP Management LLC (LLC Manager); Director (2005-2013), MassMutual Corporate Value Limited (investment company); Director (2005-2013), MassMutual Corporate Value Partners Limited (investment company); Director (since 2008), Jefferies Finance LLC (finance company); Chairman and Chief Executive Officer (since 2009), Manager (since 2007), MMC Equipment Finance LLC; Director (2011-2016), Wood Creek Capital Management, LLC (investment advisory firm); Chairman (since 2009), Trustee (since 2005), President (2005-2009), CI Subsidiary Trust and PI Subsidiary Trust; Member of Investment Committee (since 1999), Diocese of Springfield; and Member of Investment Committee (since 2015), Baystate Health Systems
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
*
Mr. Noreen is classified as an "interested person" of the Trust and Barings (as defined by the Investment Company Act of 1940, as amended) because of his position as an Officer of the Trust and his former position as President of Barings.
 
 
 
 
 

50
 
2016 Annual Report


 
 
INTERESTED TRUSTEES
 
 
 
           
Name (Age), Address
Position With
The Trust
Office Term / Length
of Time Served
Principal Occupations
During Past 5 Years
Portfolios Overseen
in Fund Complex
Other Directorships
Held by Director
 
 
 
 
 
 
 
 
 
 
 
 
Robert E. Joyal* (72)
 
Barings
Corporate Investors
1500 Main Street
P.O. Box 15189
Springfield, MA
01115-5189
Trustee
Term expires 2019; Trustee since 2003
Retired (since 2003); President (2001-2003), Barings; and President (1993-2003) of the Trust.
95
Trustee (since 2003), President (1993-2003), Barings Participation Investors; Director (2006-2014), Jefferies Group, Inc. (financial services); Director (2007-2011), Scottish Re Group Ltd. (global life reinsurance specialist); Trustee (since 2003), MassMutual Select Funds (an open-end investment company advised by MassMutual); Trustee (since 2003), MML Series Investment Fund (an open-end investment company advised by MassMutual); Trustee (since 2012), MML Series Investment Fund II (an open-ended investment company advised by MassMutual); Trustee (since 2012), MassMutual Premier Funds (an open-ended investment company advised by MassMutual); Director (since 2012), Ormat Technologies, Inc. (a geothermal energy company); Director (since 2013), Leucadia National Corporation (holding company owning businesses ranging from insurance to telecommunications); and Director (2013-2016), Baring Asset Management Korea Limited (company that engages in asset management, business administration and investment management).
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

* 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 Group, Inc., 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 Trust, other investment companies advised by Barings or any other advisory accounts over which Barings has brokerage placement discretion. Accordingly, the Trust has determined to classify Mr. Joyal as an "interested person" of the Trust and Barings (as defined by the Investment Company Act of 1940, as amended).

51
 
Barings Corporate Investors

 
INDEPENDENT  TRUSTEES
 
 
 
Name (Age), Address
Position With
The Trust
Office Term / Length
of Time Served
Principal Occupations
During Past 5 Years
Portfolios Overseen
in Fund Complex
Other Directorships
Held by Director
 
 
 
 
 
 
 
 
 
 
 
 
Michael H. Brown (59)
 
Barings
Corporate Investors
1500 Main Street
P.O. Box 15189
Springfield, MA 01115-5189
Trustee/
Nominee
Term expires 2017; Trustee since 2005
Private Investor; and Managing Director (1994-2005), Morgan Stanley.
2
Trustee (since 2005), Barings Participation Investors; Independent Director (2006-2014), Invicta Holdings LLC and its subsidiaries (a derivative trading company owned indirectly by MassMutual).
 
 
 
 
 
 
 
Barbara M. Ginader (60)
 
Barings
Corporate Investors
1500 Main Street
P.O. Box 15189
Springfield, MA 01115-5189
Trustee/
Nominee
Term expires 2017; Trustee since 2013
Managing Director and General Partner (since 1993), Boston Ventures Management (private equity firm).
2
Trustee (since 2013), Barings Participation Investors; Managing Director (since 1993), Boston Ventures VI L.P. (private equity fund); Managing Director (since 1993), Boston Ventures V L.P. (private equity fund); Member of the Board Overseers (2013-2014), MSPCA-Angell; Member of the Grants Committee (2013-2014), IECA Foundation; and President of the Board (2006-2012), Codman Academy Public Charter School.
 
 
 
 
 
 
 
Edward P. Grace III (66)
 
Barings
Corporate Investors
1500 Main Street
P.O. Box 15189
Springfield, MA 01115-5189
Trustee
Term expires 2018; Trustee since 2012
President (since 1997), Phelps Grace International, Inc. (investment management); Managing Director (since 1998), Grace Ventures Partners LP (venture capital fund); Senior Advisor (since 2011), Angelo Gordon & Co. (investment adviser).
2
Trustee (since 2012), Barings Participation Investors; Director (since 2010), Larkburger, Inc. (restaurant chain); Director (since 2012), Benihana, Inc. (restaurant chain); Director (since 2011), Firebirds Wood Fired Holding Corporation (restaurant chain), Director (since 1998), Shawmut Design and Construction (construction management and general contracting firm); Director (2004-2012), Not Your Average Joe's, Inc. (restaurant chain).
 
 
 
 
 
 
 
Susan B. Sweeney (64)
 
Barings
Corporate Investors
1500 Main Street
P.O. Box 15189
Springfield, MA 01115-5189
Trustee
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.
95
Trustee (since 2012), Barings Participation Investors; Trustee (since 2009), MassMutual Select Funds (an open-ended investment company advised by MassMutual); Trustee (since 2009), MML Series Investment Fund (an open-ended investment company advised by MassMutual); Trustee (since 2012), MassMutual Premier Funds (an open-ended investment company advised by MassMutual); Trustee (since 2012), MML Series Investment Fund II (an open-ended investment company advised by MassMutual).
 
 
 
 

52
 
 
2016 Annual Report


INDEPENDENT  TRUSTEES
 
 
 
Name (Age), Address
Position With
The Trust
Office Term / Length
of Time Served
Principal Occupations
During Past 5 Years
Portfolios Overseen
in Fund Complex
Other Directorships
Held by Director
 
 
 
 
 
 
 
 
 
 
 
 
Maleyne M. Syracuse (60)
 
Barings
Corporate Investors
1500 Main Street
P.O. Box 15189
Springfield, MA 01115-5189
Trustee/
Nominee
Term expires
2017; Trustee since 2007
Private Investor; Managing Director (1999-2000), JP Morgan Securities, Inc. (investments and banking); Managing Director (1999-2000), Deutsche Bank Securities; Managing Director (1981-1999), Bankers Trust/ BT Securities
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2
Trustee (since 2007), Barings Participation Investors.
 
 
 
 
 
 
 

53
 
 
Barings Corporate Investors


 
OFFICERS OF THE TRUST
 
 
 
       
Name (Age), Address
Position With
The Trust
Office Term / Length
of Time Served
Principal Occupations
During Past 5 Years
 
 
 
 
 
 
 
 
Robert M. Shettle (49)
 
Barings
Corporate Investors
1500 Main Street
P.O. Box 15189
Springfield, MA 01115-5189
President
Since 2016
Vice President (2015-2016) of the Trust; President (since 2016), Vice President (2015-2016), 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.
 
 
 
 
 
Janice M. Bishop (52)
 
Barings
Corporate Investors
1500 Main Street
P.O. Box 15189
Springfield, MA 01115-5189
Vice President, Secretary
and Chief Legal
Officer
Since 2015
Associate Secretary (2008-2015) of the Trust; Vice President, Secretary and Chief Legal Officer (since 2015), Associate Secretary (2008-2015), Barings Participation Investors; Vice President, Secretary and Chief Legal Officer (since 2013), Barings Funds Trust; Vice President, Secretary and Chief Legal Officer (since 2012), Barings Global Short Duration High Yield Fund; 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.
 
 
 
 
 
James M. Roy (54)
 
Barings
Corporate Investors
1500 Main Street
P.O. Box 15189
Springfield, MA 01115-5189
Vice
President and Chief Financial Officer
Since 2005
Treasurer (2003-2005), Associate Treasurer (1999-2003) of the Trust; Vice President and Chief Financial Officer (since 2005), Treasurer (2003-2005), Associate Treasurer (1999-2003), Barings Participation Investors; Managing Director (since 2005), Director (2000-2005), Barings; and Trustee (since 2005), Treasurer (since 2005), Controller (2003-2005), CI Subsidiary Trust and PI Subsidiary Trust.
 
 
 
 
 
Melissa M. LaGrant (43)
 
Barings
Corporate Investors
1500 Main Street
P.O. Box 15189
Springfield, MA 01115-5189
Chief Compliance Officer
Since 2006
Chief Compliance Officer (since 2006), Barings Participation Investors; Chief Compliance Officer (since 2013), Barings Finance LLC; Chief Compliance Officer (since 2013), Barings Funds Trust; Chief Compliance Officer (since 2012), Barings Global Short Duration High Yield Fund; Managing Director (since 2005), Barings.
 
 
 
 
 
Daniel J. Florence (44)
 
Barings
Corporate Investors
1500 Main Street
P.O. Box 15189
Springfield, MA 01115-5189
Treasurer
Since 2008
Associate Treasurer (2006-2008) of the Trust; Treasurer (since 2008), Associate Treasurer (2006-2008), Barings Participation Investors; and Director (since 2013), Associate Director (2008-2013), Analyst (2000-2008), Barings.
 
 
 
 
 
Sean Feeley (49)
 
Barings
Corporate Investors
1500 Main Street
P.O. Box 15189
Springfield, MA 01115-5189
Vice
President
Since 2011
Vice President (since 2011), Barings Participation Investors; Vice President (since 2012), Barings Global Short Duration High Yield Fund; Managing Director (since 2003), Barings and Vice President (since 2011), CI Subsidiary Trust and PI Subsidiary Trust.
 
 
 
 
 
 
 
 
 
 
 
* Officers hold their position with the Trust until a successor has been duly elected and qualified. Officers are generally elected annually by the Board of Trustees of the Trust. The officers were last elected on July 20, 2016.

54
 
 
2016 Annual Report


 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
This page left intentionally blank.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

55
 
 
Barings Corporate Investors (formerly known as Babson Capital Corporate Investors)


 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
This page left intentionally blank.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

56
 

 
 
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
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
Daniel J. Florence
Treasurer
Melissa M. LaGrant
Chief Compliance Officer
 
 






 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 


* Member of the Audit Committee
 
 



 
 

 


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,

2016

 

 

KPMG LLP

Year Ended

December 31,

2015

 

Audit Fees

 

$ 78,100

 

 

$ 71,000

 

Audit-Related Fees

 

 

0

 

 

 

0

 

Tax Fees

 

 

45,665

 

 

 

45,665

 

All Other Fees

 

 

0

 

 

 

0

 

Total Fees

 

$ 123,765

 

 

$ 116,665

 



 

Non-Audit Fees Billed to Barings and MassMutual:

 

 

 

KPMG LLP

Year Ended

December 31,

2016

 

 

KPMG LLP

Year Ended

December 31,

2015

 

Audit-Related Fees

 

$ 1,239,527

 

 

$ 1,393,808

 

Tax Fees

 

 

227,500

 

 

 

333,000

 

All Other Fees

 

 

35,000

 

 

 

23,100

 

Total Fees

 

$ 1,502,027

 

 

$ 1,749,908

 


 

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 2015 and 2016 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 2015 fees billed represent final 2015 amounts, which may differ from the preliminary figures available as of the filing date of the Registrant's 2015 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 2015 Annual Form N-CSR, but are now properly included in the 2015 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, 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' 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 could be 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 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 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 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 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' 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 17 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 22 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, another closed-end management investment company 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

 

 

SIZE (A) (B)

 

ADVISORY FEE

 

 

FEE ACCOUNTS (A) (B)

 

 

 

 

 

 

 

 

 

 

 

 

 

Eric

 

Registered

 

 

1

 

 

$152.6

 

 

0

 

 

N/A

Lloyd (C) (D)

 

Investment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Companies

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other Pooled

 

 

1

 

 

$479.9

 

 

0

 

 

N/A

 

 

Investment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Vehicles

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other

 

 

0

 

 

N/A

 

 

0

 

 

N/A

 

 

Accounts

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sean

 

Registered

 

 

7

 

 

$1,458.1

 

 

0

 

 

N/A

Feeley (C)

 

Investment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Companies

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other Pooled

 

 

5

 

 

$2,749.8

 

 

0

 

 

N/A

 

 

Investment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Vehicles

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other

 

 

14

 

 

$4,165.4

 

 

0

 

 

N/A

 

 

Accounts (E)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Robert M.

 

Registered

 

 

1

 

 

$152.6

 

 

0

 

 

N/A

Shettle (C)

 

Investment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Companies

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other Pooled

 

 

6

 

 

$540.9

 

 

0

 

 

N/A

 

 

Investment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Vehicles

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other

 

 

0

 

 

N/A

 

 

0

 

 

N/A

 

 

Accounts (F)

 

 

 

 

 

 

 

 

 

 

 

 

 
 
(A)
Account asset size has been calculated as of December 31, 2016.
(B)

Asset size in millions.

(C)
Represents accounts advised by Barings over which Messrs. Lloyd, Feeley and Shettle have day-to-day management responsibilities.
(D)
Mr. Lloyd, as head of Barings' Global Private Finance Group, has overall responsibility for all private placement mezzanine assets managed by Barings.  Except for the accounts noted in the table above, Mr. Lloyd is not primarily responsible for the day-to-management of the other accounts managed by Barings' Global Private Finance Group.
(E)
Mr. Feeley manages 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.
(F)
Mr. Shettle manages the private placement mezzanine debt 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.
 
 

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:  Barings or its affiliates, including MassMutual and its affiliates, may from time to time, acting as principal, buy securities or other investments for itself from or sell securities or other investments it owns to its advisory clients.  Likewise, Barings may 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 may have 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 may 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 may 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 may have 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) may 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 may be purchased by Barings advisory clients during or after the original syndication.  Barings advisory clients may 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.  Barings or its affiliates may directly or indirectly receive underwriting, origination, or agent fees in connection with such loan originations.  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.

 
MML Investors Services, LLC ("MMLISI"), an indirect wholly-owned subsidiary of MassMutual, is an SEC-registered investment adviser and broker-dealer and is a member of the Financial Industry Regulatory Authority.  MMLISI may act as an introducing broker for the purpose of effecting securities transactions for brokerage customers.  While a Barings advisory client could request that MMLISI effect securities transactions for it that would result in commissions to MMLISI, currently no Barings advisory client directs Barings to effect securities transactions for its account through MMLISI.

 
 
 

Investments by Advisory Clients:  Barings may 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 may also, on behalf of its advisory clients, 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 may 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 may also 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 may have 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. Barings may, in certain limited circumstances, offer 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 may permit 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 may have 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' Employee Co-Investment Policy, which ensures that any co-investment by a Barings employee is consistent with Barings' Code of Ethics, as summarized above.

 
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 may be 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 may be suitable for more than one account managed by Barings, but may not be available in sufficient quantities for all accounts to participate fully.  Similarly, there may 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 an 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, 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' Employee Co-Investment Policy, which ensures that any co-investment by a Barings employee is consistent with Barings' Code of Ethics.


Personal Securities Transactions; Short Sales:  Potential material conflicts of interest may 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 Short Sales 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 Code of Ethics.

 
Trade Errors:  Potential material conflicts of interest may 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 may 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 Errors Policy governing the resolution of trading errors, and will follow the Global 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 transaction through a particular counterparty.  In these cases, trades for such an account in a particular security or other transaction may 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 may 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 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 may 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, 2016, 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
 
None
Sean Feeley
 
None
Robert M. Shettle
 
None


 
* 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. 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 10, 2017



 

 

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 10, 2017

By:

/s/ James M. Roy

James M. Roy, Vice President and

Chief Financial Officer

Date:

March 10, 2017