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ABusiness Development Company ("BDC") is a form of unregistered closed-end investment company in the United States that invests in small and mid-sized businesses. This form of company was created by theUS Congress in 1980 in the amendments to theInvestment Company Act of 1940. Publicly filing firms may elect regulation as BDCs if they meet certain requirements of the Investment Company Act.[1]
BDCs were created to provide small and growing companies access to capital and to enable private equity funds to access public capital markets. Under the legislation, a BDC must invest at least 70% of its assets in nonpublic US companies with market values of less than $250 million. Moreover, like REITs, as long as 90% or more of the BDC's income is distributed to investors, a BDC is not taxed at the corporate level. Although BDCs are allowed to invest in the capital structure, the vast majority of the investment has been debt because BDCs typically leverage their equity with debt (up to 2X their equity[2]), and fixed-income investing supports their debt obligations.
Election means the BDC must subject itself to all relevant provisions of the Investment Company Act, which (a) limits how much debt a BDC may incur, (b) prohibits most affiliated transactions, (c) requires a code of ethics and a comprehensive compliance program, and (d) requires regulation by theSecurities and Exchange Commission (SEC) and subject to regular examination, like all mutual funds andclosed-end funds. BDCs are also required to file quarterly reports, annual reports, and proxy statements with the SEC. Some BDCs are publicly traded, while others are not.
BDCs are usually taxed as regulated investment companies (RIC) under theInternal Revenue Code. Likereal estate investment trusts (REITs), as long as the RIC meets certain income, diversity, and distribution requirements, the company pays little or nocorporate income tax. As a pass-through tax structure, RICs must distribute at least 90 percent of taxable income asdividends toinvestors. Most BDCs distribute 98 percent of their taxable income to avoid all corporate taxation. (RICs fall under section 851 of theInternal Revenue Code; REITs fall under section 856.) At least two BDCs have stated that they intend to be taxed as a REIT.[3][4]Because income is not taxed at the corporate level, distributions to investors are generally taxable for investors based on the type of income earned by the BDC. For example, ordinary income to the BDC is taxable for investors at ordinary income rates, while capital gains income to the BDC is generally taxable for investors at capital gains rates.
Historically, BDCs are listed on a national stock exchange like theNYSE orNASDAQ. Recently, as is common for REITs, some BDCs have declined to list on an exchange. Unlisted BDCs are required to follow the same regulatory structure as listed BDCs.
BDCs are similar toventure capital (VC) orprivate equity (PE) funds since they provide investors with a way to invest in small companies and participate in the sale of those investments. However, VC and PE funds are often closed to all but wealthy investors. BDCs, on the other hand, allow anyone who purchases a share to participate in the open market. This feature often attracts money to newly public BDCs, thereby giving them a faster way to raise capital for investments than VC funds.[5]
Business Development Companies (BDCs) often function as substitutes for traditional lenders.[6][7]
Among the largest BDCs by market value, are (in alphabetical order):
Some BDCs are non-traded, with $1 billion or more of assets under management.[8] The largest non-traded BDCs are as follows:
