SecProbe.io

November 3, 2023
VIA E-mailTerry Hart
Kayne Anderson BDC, Inc.811 Main Street14
thFloor
Houston, Texas 77002thart@kaynecapital.com
Re: Kayne Anderson BDC, Inc.
Draft Registration Statement on Form N-2CIK:  0001747172
Dear Mr. Hart,On October 6, 2023, you confidentia lly filed a registration statement on Form N-2 for Kayne
Anderson BDC, Inc. (the “Company”). We have  reviewed the registra tion statement and our
comments are provided below. Where a comment is ma de in one location, it is  applicable to all
similar disclosure appearing elsewhere in the registration statement. All capitalized terms not otherwise defined herein have the meaning gi ven to them in the registration statement.
PROSPECTUS1.  Please clarify and harmonize the disclosure regarding the Company issuing debt securities or
preferred stock to make investments. We note certain disclosures indicate the Company may
engage is such activities “in the future” while others state the Company “intends to” engage in these activities. Please confirm to us that the Company does not intend to issue debt securities or
preferred stock within a year from the effec tive date of the registration statement or add
appropriate strategy, risk, and fee table ( e.g., dividend expenses) disclosure .
2.  In describing the Company’s strategies and risks, to avoid disclosure that suggests the
Company offers a guarantee against loss, either delete the term “protection” (as well as any variations of that term) from th e text or revise it to explain th at that such protection is not
guaranteed ( e.g., revise disclosure in the “Market Oppor tunity” section on page 3, in the last
sentence of the first paragraph from “downsid e protection” to “the sought after downside
protection”). Confirm the risk sections incl ude correlating risk disc losure concerning any
statements about sought afte r protection.  Relatedly, t o the extent the Company makes subjective
assertions in the disclosure about the Compa ny’s ability to achieve pos itive investment results
through its investment strategies and/or by using certain investme nt instruments, please revise
the disclosure, as necessary, for accuracy ( e.g., seecomment number 26 below concerning the
Company’s use of the term “conservative”).

Terry Hart
Kayne Anderson BDC, Inc.
November 3, 2023
Page 2 of 19

3.  Please delete from the text overly broad terms and phrases th at suggest the Company has not
disclosed its investment  strategies, risks and/or policies in full ( e.g., delete the phrase “such as”
used on page 49 in the last sentence of the first paragraph).  See the Instruction to Item 3.2 and
subparagraphs 2, 3 and 4 of Item 8 in Form N-2.  Also, please define terms at their place of first
origin and before using acronyms ( e.g., “EBITDA”).
  Cover Page
 4.  Please discuss the Company's investment advi sor, KA Credit Advisors, LLC (the “Advisor”),
before discussing Kayne Anderson Capital Advisors, L.P. (“Kayne Anderson”) or any affiliates of Kayne Anderson and/or of the Company.  Please note, information in the registration
statement, including that on the cover page, s hould be specific to how the Company will be
managed.  Accordingly, please eith er delete a discussion of  Ka yne Anderson Capital Advisors,
L.P. (“Kayne Anderson”) from the cover or revi se the text to explain how Kayne Anderson is
relevant to the Company’s ma nagement.  Clarify the differe nce between Kayne Anderson’s
“management” function and that Advisor’s manage ment function with resp ect to the Company’s
operations.    5.  The first paragraph states that the Company will invest in “privately” held middle market
companies, while other disclosures, such as  those on page 2 of the Summary Prospectus,
describe such companies only as “middle market companies” or middle market companies that are “U.S.- based ” (Emphasis added.)  If the Company will invest principally in "private middle
market U.S. companies" please harmonize the disclosure accordingly and confirm that the
disclosure specifies and defines each type of middle market company in which the Company will
invest principally along with the applicable issuers.
(i) Relatedly, delete:  the term “based” in specifying issuers ( i.e., revise “U.S.-based
middle market company” to “private U. S. middle-market company”); and any
other such terms.  Also, specify in the Prospectus how the Company defined U.S.
issuers.
 6.  The Prospectus indicates that the Company will use leverage.  Please note this on the cover page and identify the form(s) the le verage is expected to take ( e.g., credit facilities).   Please add
a cross reference to the Prospectus disclosure regarding the risks associated with a leveraged capital structure.  See Item 1.1.j of Form N-2 and Guidelines to Form N-2, Guide 6.
 7.  On the cover page, briefly discuss in a prominent manner ( e.g., in bold in a separate
paragraph), the Company’s credit quality policies for the Company’s principal debt investments.
The Prospectus explains that such debt typically is not rated by any rating agency, but if those instruments were rated, they would likely receive a rating of below investment grade (that is, below BBB- or Baa3), which often is referred to  as “high yield securities” or “junk securities”
or “junk bonds.”  Please state as much on the cover page.  Also add a discussion of these credit quality policies to the Prospectus Summary and Summary of Risk Factors sections.  In any discussion of the Company’s credit quality policies, please, use the term “junk” in the text.

Terry Hart
Kayne Anderson BDC, Inc.
November 3, 2023
Page 3 of 19

8.  The disclosure on the cover page made in response to  Item 1.1.d of Form N-2 ( e.g., those
included in paragraph 10), does not  in all respects, conform to and/or include the disclosure
specified in that Item.  Please revise the text accordingly.  9.  The second paragraph mentions "other opport unistic credit investment s" and "other higher
yielding investments."  In the Summary Prospectus specify any such investment that will be used as a principal investment and a dd correlating risk disclosure in the Summary of Risk Factors
section.  See the Instruction to Item 3.2.
 10.  In the eighth paragraph, please briefly explai n why investors in the offering will experience
dilution.  11.  Please briefly disclose the Company’s maturity policy appli cable to its investments and
disclose any corresponding risks in the “Risk Summary” section.  Pricing Table  12.  Pleased revise the table's layout to conf orm to the formatting of Item 1.1.g of N-2.
 13.  In the sales load caption, please delete "paid by us." Also, explain in the first footnote that
the common shareholders will bear directly the sales load of this offering and that the consequent effect of this will be to immediately reduce the net asset value of each common share purchased in this offering.  We note the fact that the common shareholders will directly  bear these expenses
is stated in the first footnote to the fee table.  Confirm that the Prospectus discusses this fact in plain English.  14.  Please explain to us why the “Proceeds”  caption in the table shows proceeds before
expenses.  See Id .
 15.  In the second footnote, please indicate that such expenses will be borne indirectly by the
common shareholders.  Also clarify that the effect of this will be to immediately reduce the net asset value of each common share purchased in this offering.  16.  Please add a footnote to the pricing table in  compliance with Instruction 6 to Item 1.1.g of
Form N-2.  See also  Item 27 of Form N-2.
 17.  Confirm the table is in compliance with Inst ruction 3 to Item 1.1.g of Form N-2 or revise
accordingly.  Prospectus Summary  18.  The Prospectus Summary, which is 16 pa ges long, is repetitive and overly lengthy for a
summary.  Please revise the Summary where necessary to conform to the Commission’s plain English requirements and to meet the requirement s of the Instruction to Item 3.2.  In doing so,
delete industry jargon, co mplex technical terms, and generaliz ed information and provide a more
clear and concise description of how the Advisor decides what securities to buy and when to sell

Terry Hart
Kayne Anderson BDC, Inc.
November 3, 2023
Page 4 of 19

them.  Also, relocate any non-principal strategies a nd risks disclosure in the Summary ( e.g., the
General Risk Factors section on page 15) to  appear after the Summary.  See Id.  See also  Item 8.4
and Instruction 1 thereto.    19.  Revise headings, as applicable, in the Pros pectus Summary to indicat e principal strategies
and risks are being disclosed ( e.g., revise “Investment Objective and Strategy” to “Investment
Objective and Principal Strategy” and “Summary of Risk Factors to  “Summary of Principal Risk
Factors”).    20.  Please delete from the Prospectus Summary  generalized information from third-party
sources and/or that is marketing in nature ( e.g., certain disclosure in the “Market Opportunity”
section).  Relatedly, in certain instances, quoted information does not appear to align with the
Company’s principal inve stment strategies.  For example,  the two graphs that appear,
respectively, on pages three-five do not concer n only middle market companies with annual
revenues capped at $150 million, which is the maximum amount the Company states it uses in its definition of middle-market companies for principa l investments.  Further, the graph on page 5
does not appear to be limited to “private” middle market companies ( i.e., the specific type of
middle-market issuer in which the Company states it “invests primarily”). Also:
(i) Explain whether the Company has obtained or will obtain, consents of the
respective authors, companies, and/or pub lications.  Also, disclose any potential
liability to which the Company may be exposed for using such information
without such permission.  In addition, plea se confirm to us that any third-party
data included in the registration statement was not prepared for or commissioned by the Company or its affiliates.  Also confirm to the staff that the Company is not disclaiming responsibility for the accur acy or adequacy of any third-party
information/data in the registration statement.

(ii) To the extent the Prospectus Summary has generalized and lengthy  discussions of
the investment philosophies, acumen, a nd activities of Kayne Anderson, and of
various affiliates of Kayne Anderson and/or of the Co mpany, please delete such
text. Confirm any statements about the hi storical investment results of  Kayne
Anderson and/or any affiliate, specify th at those results are not those of the
Company.  Connectedly, we note that the Prospectus repeats information about
Kayne Anderson and certain affiliates that appears in the Summary.  Please review and revise that disclosure with an eye toward streamlining it.
 21.  Disclosure on page 1 of the Prospectus stat es that weighted averag e loan-to-value (“LTV”)
represents the total par value of our debt investment relative to our estimate of the enterprise value of the underlying borrower.  Please update all references in the regi stration statement that
refer to “loan-to-value ratio” and “LTV” to “loan-to-enterprise value ratio” and “LTEV,” respectively.  Also, with respect to the Comp any’s use of  “EBITDA” for purposes of
implementing the Company’s investment strategy ; as EBITDA calculations may be subject to
adjustment to reflect other items or events ( e.g., market disruptions, M&A-related charges),

Terry Hart
Kayne Anderson BDC, Inc.
November 3, 2023
Page 5 of 19

please confirm whether reference to EBITDA in this context will be subject to such adjustments,
and if so, revise the disclosure to provide additional context.    22.  Please define in the Prospectus Summary "f irst lien senior secure d, unitranche and split-lien
loans" and summarize their respective risks in th e Summary of Risk Factors section.  Confirm
that the Summary specifies each type of loan the Company uses for its principal investments  along with attendant risks.  We note, text in th e Prospectus suggests the Company may invest in
distressed securities including loans and loan participations.  If the Company may use such loans for its principal investments, revise the Prospectus Summary accordingly and add correlating risks. See the Instruction to Item 3.2 of Form N-2.
 23.  Beyond loan and debt instruments, please confirm that the Prospe ctus Summary concisely
identifies and defines any other type of security in which the Company will invest principally and provides correlating risk disclosure in the Summary of Risk Factors section.
 24.  If principal strategies, summarize  the Compa ny’s use of collateralized loan obligations and
collateralized debt obligations (“CLO”), including the applicable tranches ( e.g., the equity
tranches of collateralized loan obligations).  Summarize any such arrangements and risks and provide more fulsome disclosure in the Prospectus.     25.  P lease revise the Prospectus Summary to describe with specificity how the Company will
engage in leverage, including the form(s) of the le verage and the attendant risks.  For purposes of
plain English, please consider adding a sepa rate leverage heading in the Summary.  In the
disclosure, if accurate, explain that all leverage expenses of the Company will be borne solely by
the Company’s common shareholders.
 26.  Certain disclosure describe s the Company's investment st rategies and/or the related
securities the Company will use as "conservative" ( e.g., the sixth sentence of the “ Risk Adjusted
 27.  Returns in Investment Selection” section and the  “Conservative Transactions Structures"
bullet on page 7).  As the Co mpany, however, discloses it will invest “typically” in unrated
bonds that if rated would be dete rmined to be the equivalent of  “high yield” or “junk bonds,” and
“[t]herefore, [the Company’s]  investments may result in an a bove average amount of risk and
volatility or loss of principal,” please delete the term “conservative” to avoid misleading disclosure.  Also, given these “typical” investments in unrated  “high yield” or “junk bonds,”
clarify for accuracy the disclosure in the “Cons ervative Transactions Structures” bullet stating,
"[i]n general, we expect an average of approx imately 50% of the total capitalization of our
investments to come from equity capital or other forms [of] investment junior to our investment
position on terms acceptable to us."  In that cl arification, explain what  “other forms [of
]investment junior to our investment position on terms acceptable to us" means.
 28.  With respect to the equity investments the Company will use for its principal investments,
please disclose any market capitalizati on policy along with attendant risks.

Terry Hart
Kayne Anderson BDC, Inc.
November 3, 2023
Page 6 of 19

Prospectus Summary-Kayne And erson BDC, Inc. (Page 1)
 29.  The last paragraph discusses the Company’s intention to make  quarterly distributions.  As
the Prospectus states these dist ributions may consist of a return  of capital, please indicate as
much in this paragraph and brie fly explain the meaning of a return of capital or add a cross
references to where that term is defined in the Prospectus and where the consequences of a return
of capital are explained.
 Investment Portfolio (Page 1)  30.  In the first paragraph, the fourth sentence  states the Advisor maintains a regular dialogue
with portfolio company management teams (as well as their financial sponsors , where
applicable.)”  (Emphasis added.)  In the te xt, please clarify these “financial sponsors.”
  31.  The last paragraph states the Company “may al so invest up to 30% of [its] portfolio . . . in
non-U.S. companies.”  If the Company will invest pr incipally in the securities of foreign issuers
(including if applicable, those located in emergi ng and/or frontier market s), please add attendant
disclosure.  Also, explain in the Prospectus how the Company determin