SecProbe.io

CORRESP
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January 3, 2025

Kimberly A. Browning

Office of Finance

Division of Investment
Management

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Re:
 Kayne Anderson BDC, Inc.

Registration Statement on Form N-2

CIK No. 0001747172

File
No. 333-283316

Dear
Kimberly A. Browning:

On
behalf of Kayne Anderson BDC, Inc., a Delaware corporation (the “Company”), we submit to the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) this letter setting forth the Company’s responses
to the oral comments given on December 18, 2024 by Kimberly A. Browning, regarding the above-referenced
Registration Statement on Form N-2 submitted to the Commission on November 19, 2024.

For
the Staff’s convenience, we have repeated below each of the Staff’s comments in italics and have followed such comment with
the Company’s response. We have restated the substance of those comments to the best of our understanding. Concurrently with the
transmission of this letter, we are filing the Company’s first amendment to the Registration Statement on Form N-2 with the Commission
through EDGAR (the “Amendment No. 1”), which reflects the Company’s responses to the comments received by the
Staff and certain other updated information. For your convenience, we will send to you a marked copy of Amendment No. 1 showing changes
made. Unless otherwise specified, page references in the text of this response letter correspond to the page numbers in Amendment No.
1. All capitalized terms not otherwise defined herein shall have the meaning set forth in Amendment No. 1. The Company acknowledges the
Staff’s standard disclaimer that the Company remains responsible for its disclosure in Amendment No. 1.

Registration
Statement on Form N-2 submitted on November 19, 2024

General
Comments

 1. On
                                            the Company’s website under the tab “Overview,” please clarify the statement
                                            that the Company “was formed to make investments in middle-market companies and commenced
                                            operations on February 5, 2021” to ensure there is no confusion with respect to the
                                            date of the Company’s initial public offering.

Response:
The Company acknowledges the Staff’s comment and confirms that the Company intends to update the website disclosure under the “Overview”
tab as follows (inserted language emphasized):

“Kayne
Anderson BDC, Inc. (“KBDC”) was formed to make investments in middle-market companies and commenced operations on February
5, 2021. KBDC is an externally managed, closed-end, non-diversified management investment company that has elected to be regulated as
a business development company (“BDC”) under the Investment Company Act of 1940. On
May 24, 2024, KBDC completed its initial public offering (“IPO”) and its common stock is now traded on the New York Stock
Exchange (“NYSE”) under the ticker symbol “KBDC.”

January 3, 2025

Page 2

 2. On
                                            the Company’s website under the tab “Our Impact,” we note the extensive
                                            disclosure discussing Kayne Anderson’s investment philosophy, including environmental,
                                            social and governance (ESG) policies and diversity, equity & inclusion (DE&I) strategies.
                                            Please ensure that any such disclosure is not misleading to investors with respect to the
                                            Company’s investment objective, operating policies and strategies.

Response:
The Company acknowledges the Staff’s comment and confirms the Company’s website disclosure under the “Our Impact”
tab will be updated to clarify that not all investment strategies and vehicles of Kayne Anderson use ESG or DE&I factors and criteria
as part of their investment strategy and that investors should refer to the applicable disclosure documents and investment guidelines
of each of Kayne Anderson’s funds, including the Company.

 3. Please
                                            update the disclosure in the Registration Statement regarding the Company’s expectations
                                            and intentions to the extent applicable now that the Company is a publicly listed company.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on the cover page and on pages 3, 13 and 14 of
Amendment No. 1 to accurately reflect the Company’s current expectations and intentions as a publicly listed company.

 4. Given
                                            nature and size of the offering contemplated by the Registration Statement, please respond
                                            supplementally to the Staff whether the offering should be considered a primary offering
                                            rather than a secondary offering and whether the selling stockholder would be considered
                                            a statutory underwriter for purposes of the Securities Act of 1933 (the “Securities
                                            Act”). Please refer to questions 612.09 and 612.12 of the Compliance and Disclosure
                                            Interpretations (the “C&DIs”) on the Securities Act Rules as well
                                            as questions 216.14 and 116.15 of the C&DIs on the Securities Act Forms.

Response:
The Company acknowledges the Staff’s comment and respectfully submits to the Staff that it believes that the proposed resale of
the shares of the Company’s common stock by the selling stockholder as contemplated in the Registration Statement is not an indirect
primary offering and is appropriately characterized as a secondary offering under Rule 415(a)(1)(i) promulgated under the Securities
Act. In addition, the Company respectfully advises the Staff that under the terms of the offering contemplated by the Registration Statement,
neither the Company nor the selling stockholder believes that the selling stockholder should be deemed to be statutory underwriter for
purposes of the Securities Act.

Rule
415(a)(1)(i) of the Securities Act provides that: “Securities may be registered for an offering to be made on a continuous or delayed
basis in the future, provided, that: the registration statement pertains only to securities which are to be offered or sold solely by
or on behalf of a person or persons other than the registrant, a subsidiary of the registrant or a person of which the registrant is
a subsidiary.”

The
Company also reviewed C&DI 612.09 on the Securities Act Rules, which provides that “[t]he question of whether an offering styled
a secondary one is really on behalf of the issuer is a difficult factual one, not merely a question of who receives proceeds” and
that consideration be given to the following factors:

 · how
                                            long the selling stockholder has held the shares;

 · the
                                            circumstances under which the selling stockholder acquired the shares;

 · the
                                            selling stockholder’s relationship to the Company;

 · the
                                            number of shares being sold;

 · whether
                                            the selling stockholder is in the business of underwriting securities; and

 · whether
                                            under all the circumstances it appears that selling stockholder is acting as a conduit for
                                            the Company.

January 3, 2025

Page 3

For
the reasons set forth below, the Company respectfully submits to the Staff that the selling stockholder’s offering pursuant to
the Registration Statement is a valid secondary offering and that the selling stockholder should not be deemed a statutory underwriter
under the Securities Act:

How
long the selling stockholder has held the shares and the circumstances under which the selling stockholder acquired the shares

As
described in the Company’s response number 19 below, the 12,181,352 shares of the Company’s common stock held by Koch Companies
Defined Benefit Master Trust (“Koch Pension”) and to be registered under the Registration Statement were acquired
by Koch Pension prior to the Company’s initial public offering on May 24, 2024, in the Company’s private offerings pursuant
to capital commitments from Koch Pension (collectively, the “Koch Commitment”). Koch Pension acquired the shares on
the following dates: October 28, 2021; December 2, 2021; January 24, 2022; July 7, 2022; October 31, 2022; December 9, 2022; April 4,
2023 and April 2, 2024.

The
documents governing the Koch Commitment contained, among other things, customary investment and private placement representations of
Koch Pension to the Company. The selling stockholder acquired the shares of the Company’s common stock for investment purposes
and not with a view for resale. In addition, the selling stockholder has not entered into any underwriting relationships or arrangements
with the Company, has not received any commission or other payment from the Company in connection with the resale of any of its securities,
and the Company will receive no proceeds from the resale of the shares, if any are received, by the selling stockholder. These circumstances
are quite distinct from those involving a primary offering by or on behalf of the Company.

The
selling stockholder’s relationship to the Company

As
described above, based upon the information supplied to the Company by the selling stockholder, the selling stockholder purchased the
securities for its own account and not with a view to resale or distribution. The Company does not have an underwriting relationship
with the selling stockholder or any contractual, legal or other relationship that would control the timing, nature or amount of resales
of the shares following the effectiveness of the Registration Statement or even whether any shares are resold at all under the Registration
Statement. Further, as noted above, Koch Pension represented to the Company in the subscription agreements, as amended, entered into
between the Company and Koch Pension for the Koch Commitment (collectively, the “Subscription Agreement”) that it
was acquiring the securities for its own account and not with a view to resale or distribution. The selling stockholder was not provided
with any control over the Company’s business pursuant to the Subscription Agreement.

Further,
the selling stockholder is responsible for paying broker-dealer fees or underwriting discounts or commissions directly to any broker-dealers
they engage to assist in the sale of any shares. To the extent the selling stockholder sells any shares pursuant to the Registration
Statement, the selling stockholder will retain all proceeds from such sales and the Company will not receive any of the proceeds from
any resale of the shares.

The
number of shares being sold

As
disclosed in the registration statement, the selling stockholder owns 12,181,352 shares of the Company’s common stock, or approximately
17.2% of the Company’s outstanding common stock as of December 30, 2024. While it is true that the selling stockholder is seeking
to register a large percentage of the Company’s shares, the Staff’s own interpretation in C&DI 612.12 on the Securities
Act Rules, allows for secondary offerings by a control person. Notably, the Staff indicated that,

January 3, 2025

Page 4

“A
controlling person of an issuer owns a 73% block. That person will sell the block in a registered “at-the-market” equity
offering. Rule 415(a)(4) applies only to offerings by or on behalf of the registrant. A secondary offering by a control person that is
not deemed to be by or on behalf of the registrant is not restricted by Rule 415(a)(4).”

The
Company and the selling stockholders believe that these interpretive provisions make clear that a single holder of approximately 17.2%
of a company’s common stock can effect a valid secondary offering of its shares unless other facts, beyond the mere level of ownership,
indicate that the selling stockholder is acting as a conduit of the issuer.

The
Staff has further acknowledged this conclusion by accepting as valid many secondary offerings where a significant number of shares was
being registered but the facts did not otherwise demonstrate that the selling stockholders were acting as conduits for the issuer to
effect a primary offering.

Whether
the selling stockholder is in the business of underwriting securities

Based
upon the information supplied to the Company, the selling stockholder is an employee benefit plan in accordance with Section 240.13d-1(b)(1)(ii)(F)
of the Securities Act and is not, nor has it ever been, in the business of underwriting securities. All shares purchased by the selling
stockholder were purchased for purpose of investment and not with a view towards the resale or distribution thereof within the meaning
of the Securities Act.

Whether
under all the circumstances it appears the selling stockholder is acting as a conduit of the Company

As
noted above, the selling stockholder acquired the shares pursuant to a bona fide private placement transaction. The selling stockholder
has represented to the Company in the Subscription Agreement that it purchased the securities for investment purposes, for its own account
and not with a view to resale or distribution. Since acquiring the shares over the course of the past three years, the selling stockholder
has borne the full economic risk of ownership of the securities and likely will continue to do so for a significant period of time, pending
any sales under the Registration Statement. The selling stockholder is not acting on behalf of the Company with respect to the shares
being registered for resale under the Registration Statement and will receive no commission or other payment from the Company, and the
Company will receive no portion of the proceeds from any sales of the shares.

Taking
into consideration the totality of circumstances of this offering, the selling stockholder should not be considered a statutory underwriter
for purposes of the Securities Act due to the fact that selling stockholder: (i) has not purchased the Company’s common stock for
resale; (ii) is able to hold a secondary offering of a large amount of the Company’s stock consistent with the Staff’s
interpretation of the applicable law; and (iii) is not in the business of underwriting securities and has underlying shareholder rights
that are atypical for an underwriting relationship.

As
a result, based on the facts and circumstances surrounding the relationship between the Company and the selling stockholder, the Company
and the selling stockholder believe that the offering pursuant to the Registration Statement should not be considered a primary offering
but rather a valid secondary offering and, neither the Company nor the selling stockholder believes that the selling stockholder should
be deemed a statutory underwriter for purposes of the Securities Act under the terms of the offering contemplated by the Registration
Statement.

January 3, 2025

Page 5

 5. Please
                                            confirm supplementally to the Staff whether the Company has received a no objections letter
                                            from FINRA with respect to the Registration Statement and if not, please explain why.

Response:
The Company acknowledges the Staff’s comment and confirms to the Staff that neither it nor the selling stockholder has engaged
any FINRA member in connection with any contemplated offering under the Registration Statement; accordingly, the Company believes that
no presented contemplat