SecProbe.io

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 July 13, 2026

 Mr. Ken Ellington, Staff Accountant

 Division of Investment Management, Disclosure Review and Accounting
Office
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549

 Re:
 Kayne Anderson BDC, Inc.

 Annual Report on Form 10-K for the fiscal year ended December 31, 2025

 File No. 814-01363

 Dear Mr. Ken Ellington:

 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 oral comments
given on June 15, 2026 by Ken Ellington relating to the Company's Annual Report on Form
10-K (File No. 814-01363) for the fiscal year ended December 31, 2025 filed with the Commission on March 2, 2026.

 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.

 1. In the footnote to the schedule of investments that identifies Level
3 holdings, please disclose that the value was determined using significant unobservable inputs as required by Article 12-12, footnote
9 of Regulation S-X.

 Response :
The Company acknowledges the Staff's comment and confirms that in the future it will revise the footnote to the Schedule of Investments
in its Quarterly Reports on Form 10-Q and its next Annual Report on Form 10-K to reflect that the value of Level 3 holdings was determined
using significant unobservable inputs as required by Article 12-12, footnote 9 of Regulation S-X consistent with the following:

 Unless otherwise
noted, security is a Level 3 holding. As of December 31, 2025, the aggregate value of Level 3 securities held by the Company was $2,151,743.
 The value of each investment was determined using unobservable inputs.
See Note 5 – Fair Value.

 2. Please disclose the amount of income generated that is non-recurring
and describe the impact of non-recurring fees on earnings and/or yield in the MD&A or in the financial statements.

 Response :
The Company acknowledges the Staff's comment and confirms that in the future it will include disclosure regarding non-recurring
income in the MD&A or in the notes to its financial statements in its Quarterly Reports on Form 10-Q and its next Annual Report on
Form 10-K consistent with the following:

 July 13, 2026

 Page 2

 Revenue
Recognition

 We do not accrue as a receivable interest
on loans and debt securities for accounting purposes if we have reason to doubt our ability to collect such interest. OIDs, upfront
loan origination fees, amendment fees, market discounts or premiums are accreted or amortized using the effective interest method
as interest income. We record prepayment premiums on loans and debt securities as interest income. Prepayment
premiums, accelerated accretion of upfront loan origination fees from unscheduled paydowns, and amendment fees that are earned at closing
are generally considered non-recurring interest income.

 Investment Income

 Investment income for the years ended
December 31, 2025 and 2024 totaled $235.8 million and $213.1 million, respectively, and consisted primarily of interest income on our
debt investments. For the years ended December 31, 2025 and 2024, we had $9.1 million and $2.7 million, respectively, of PIK interest
included in interest income. Additionally, for the years ended December
31, 2025 and 2024, $ [_] million and $ [_] million, respectively, of non-recurring interest income (e.g., prepayment premiums
and accelerated accretion of upfront loan origination fees from unscheduled paydowns, and amendment fees that are earned at closing) was
included in interest income.

 3. Please supplementally provide the percentage of the BDC's net
assets invested in unitranche loans. The Staff may have additional comments depending on the amount.

 Response :
As of March 31, 2026, the Company invested 4.6% of its net assets in unitranche loans, consisting of debt investments in three entities:
Arborworks Acquisition, LLC; PMFC Holding, LLC; and Centerline Communications, LLC.

 4. Please include incentive fee examples in future 10-K filings.

 Response :
The Company acknowledges the Staff's comment and confirms that in the future it will include incentive fee examples in its next
Annual Report on Form 10-K consistent with the examples provided on pages 127-134 of its Registration Statement on Form N-2 (File No.
333-278414), filed by the Company with the Commission on May 13, 2024, and declared effective on May 21, 2024.

 * * * *

 If you have any questions
regarding this submission, please contact Will Burns at (713) 860-7352.

 Thank you for your time and attention.

 Sincerely,

 /s/ Will Burns

 Will Burns

 of PAUL HASTINGS LLP

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    February 14, 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.

    Amendment No. 2 to 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 (i) January 31, 2025 by Kenneth Ellington and (ii) February 7, 2025 by Kimberly A. Browning, regarding the above-referenced
Amendment No.2 to Registration Statement on Form N-2 submitted to the Commission on January 29, 2025.

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 third amendment to the Registration Statement on Form N-2 with the Commission through EDGAR (the “Amendment
No. 3”), 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. 3 showing changes made. Unless otherwise specified, page references
in the text of this response letter correspond to the page numbers in Amendment No. 3. All capitalized terms not otherwise defined herein
shall have the meaning set forth in Amendment No. 3. The Company acknowledges the Staff’s standard disclaimer that the Company remains
responsible for its disclosure in Amendment No. 3.

Amendment No.2 to Registration Statement on
Form N-2 submitted on January 29, 2025

General Comments

 1. Please include a separate auditor’s opinion with respect to
the senior securities table in the next amendment to the registration statement.

Response: The Company acknowledges
the Staff’s comment and has filed a separate auditor opinion with respect to the senior securities table as exhibit (n)(2) to Amendment
No. 3.

 2. With respect to prior comment #10, please delete the phrase “to
the extent such offering requires disclosure beyond what is already included or incorporated by reference in the prospectus” in
the fifth paragraph of the cover page and elsewhere in the registration statement, if necessary.

Response:
The Company acknowledges the Staff’s comment and has deleted the disclosure on the cover page and on page 72 of Amendment No.3.

*         *         *         *

If you have any questions
regarding this submission, please contact Will Burns at (713) 860-7352.

Thank you for your time and attention.

    Sincerely,

    /s/ Will Burns

    Will Burns

    of PAUL HASTINGS LLP

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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

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May 10, 2024

Kimberly A. Browning

Thankam Varghese

Michael Spratt

Kenneth Ellington

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.

Amendment
No. 2 to Registration Statement on Form N-2

CIK
No. 0001747172

File
No. 333-278414

Dear Kimberly A. Browning, Thankam Varghese, Michael
Spratt and Kenneth Ellington:

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 May 10, 2024 by Kimberly A. Browning, regarding the above-referenced Amendment No. 2 to the Registration Statement
on Form N-2 submitted to the Commission on May 9, 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.

Unless
otherwise specified, page references in the text of this response letter correspond to the page numbers in Amendment No. 2. All capitalized
terms not otherwise defined herein shall have the meaning set forth in Amendment No. 2. The Registrant acknowledges the Staff’s
standard disclaimer that the Registrant remains responsible for its disclosure in Amendment No. 2.

Registration Statement on Form N-2 submitted
on May 9, 2024

General Comments

 1. With respect to comment 16 of the Company’s April 24, 2024
response letter, please confirm to the Staff supplementally that the Company’s responses to this prior comment also applies to dividends
declared on May 8.

Response:
The Company confirms.

 2. With respect to comment 4 of the May 9 response letter, please supplementally
acknowledge to the Staff that the Company will not count total return swaps in its calculation of the capital gain incentive fee.

Response:
The Company acknowledges the Staff’s comment and confirms to the Staff that the Company will not count total return swaps in its
calculation of the capital gain incentive fee.

May 10, 2024

Page 2

*         *         *         *

If you have any questions
regarding this submission, please contact Will Burns at (713) 860-7352.

Thank you for your time and attention.

    Sincerely,

    /s/ Will Burns

    Will Burns

    of PAUL HASTINGS LLP

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May 10, 2024

Kimberly A. Browning

Thankam Varghese

Michael Spratt

Kenneth Ellington

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.

Amendment No. 2 to Registration Statement on Form N-2

CIK No. 0001747172

File
No. 333-278414

Dear Kimberly A. Browning, Thankam Varghese, Michael
Spratt and Kenneth Ellington:

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 May 9, 2024 by Kimberly A. Browning, regarding the above-referenced Amendment No. 2 to the Registration Statement
on Form N-2 submitted to the Commission on May 9, 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.

Unless
otherwise specified, page references in the text of this response letter correspond to the page numbers in Amendment No. 2. All capitalized
terms not otherwise defined herein shall have the meaning set forth in Amendment No. 2. The Registrant acknowledges the Staff’s
standard disclaimer that the Registrant remains responsible for its disclosure in Amendment No. 2.

Registration Statement on Form N-2 submitted
on May 9, 2024

General Comments

 1. With respect to comments 13, 14 and 15 of the Company’s April
24, 2024 response letter, please confirm to the Staff supplementally that the Company’s responses to those prior comments also apply
to dividends declared on May 8. Please supplementally explain to the Staff that the prior March dividend referenced under the heading
“Recent Developments” was paid and is disclosed in the disclosure regarding the completed first quarter that is included in
the Registration Statement.

Response:
The Company acknowledges the Staff’s comment and confirms the following to the Staff with respect to the dividends declared on May
8, 2024:

On
May 8, 2024, the Board of the Company declared (i) a regular quarterly dividend of $0.40 per share of common stock payable on July 15,
2024 to stockholders of record on June 28, 2024 and (ii) special dividends of $0.10 per share of common stock payable to stockholders
of record (i) 195 days following the consummation of the offering, (ii) 285 days following the consummation of the offering and (iii)
380 days following the consummation of the offering; provided that such special dividends shall only be payable if the offering
contemplated by Amendment No. 2 has been consummated on or before June 30, 2024.

May 10, 2024

Page 2

Investors
in this offering are intended to be entitled to receive the dividend payable on July 15, 2024 and the special dividends. To the extent
the public offering is not consummated on or before June 30, 2024, the Company expects that the Board would declare a similar set of special
dividends with updated dates. With respect to the source of payment, such additional dividends will be paid out of net investment income
earned during the quarter that the initial public offering is consummated and thereafter and will not constitute a return of capital (which
may include some net investment income earned during the quarter prior to the consummation of this offering). Amendment No. 2 includes
a statement under the headings “Recent Developments—Declared Dividends” and “Distributions— Declared Dividends”
regarding the fact that there can be no assurance that the Company will have any earnings post-offering in accordance with the Staff’s
comment.

The
Company confirms that the special dividends shall only be payable if the initial public offering has been consummated on or before June
30, 2024. However, as noted above, to the extent the public offering is not consummated on or before June 30, 2024, the Company expects
that the Board would declare a similar set of special dividends with updated dates. The dividends will not constitute a return of capital
or a purchase of a dividend. The Company further confirms that the referenced dividend payments are not reflected in the Fees and Expenses
table or the Example (and have no effect on either).

Lastly,
the Company supplementally confirms to the Staff that the dividend declared by the Board on March 6, 2024 was paid on April 17, 2024 to
stockholders of record on March 29, 2024 and is disclosed in Amendment No. 2 in the discussions regarding the completed first quarter.

 2. With respect to comment 4 of the May 9 response letter, should the
Company begin to use derivatives, including but not limited to swaps, please confirm supplementally to the Staff whether such derivatives
would be included in the calculation of pre-incentive fee net investment income. If yes, please explain supplementally to the Staff whether
the Company will consider such derivatives and swaps to be securities of eligible portfolio companies under Section 55 of the Investment
Company Act. In addition, please confirm to the Staff how derivatives would be valued for purposes of calculating average gross assets
and the income component of the incentive fee and further confirm if true, that the notional value of these investments is not used for
these purposes. Please also confirm supplementally that the Company will revise its disclosure as necessary to discuss the Company’s
investment strategy with regard to its use of derivatives and swaps as well as their corresponding investment risks in the investment
strategy and risk sections of the prospectus should the Company begin to use such instruments as part of its principal investment strategies.

Response:
The Company acknowledges the Staff’s comment and notes that derivatives, including but not limited to swaps, not designated as hedging
instruments, would not be included in the calculation of pre-incentive fee income. The change in fair value and ultimate settlement of
these derivatives are not reflected in net investment income but are reflected as realized or unrealized gains and losses. Derivatives,
such as interest rate swaps, that are designated as hedging instruments, would be included in the calculation of pre-incentive fee income.
The change in fair value and ultimate settlement would be reflected in interest expense and therefore would be included in the calculation
of pre-incentive fee income.

The Company does not anticipate making significant
use of derivatives and swaps. To the extent it does so, the notional value of derivatives would not be used for purposes of calculating
gross assets or for purposes of calculating the income component of an incentive fee. Additionally, the Company will not consider derivatives,
including swaps, to be securities of eligible portfolio companies under Section 55 of the Investment Company Act.

May 10, 2024

Page 3

Lastly, the Company confirms
that it will revise its disclosure as necessary to discuss the Company’s investment strategy with regard to its use of derivatives
and swaps as well as their corresponding investment risks in the investment strategy and risk sections of the prospectus should it begin
to use such instruments as part of its principal investment strategies.

*         *         *         *

If you have any questions
regarding this submission, please contact Will Burns at (713) 860-7352.

Thank you for your time and attention.

Sincerely,

/s/ Will Burns

Will Burns

of PAUL HASTINGS LLP

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May 9, 2024

Kimberly A. Browning

Thankam Varghese

Michael Spratt

Kenneth Ellington

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.

Amendment No. 1 to Registration Statement on Form N-2

CIK No. 0001747172

File
No. 333-278414

Dear Kimberly A. Browning, Thankam Varghese, Michael
Spratt and Kenneth Ellington:

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 April 29, 2024 by Kenneth Ellington and May 1, 2024 by Kimberly A. Browning, regarding the above-referenced Amendment
No. 1 to the Registration Statement on Form N-2 submitted to the Commission on April 24, 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 second amendment to the Registration Statement on Form N-2 with the Commission
through EDGAR (the “Amendment No. 2”), 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. 2 showing changes made.

As
discussed with the Staff, we have additionally included as Annex A to this letter excerpts from the Registration Statement showing the
Company’s proposed disclosure to reflect offering and pricing specific disclosure for the Staff’s review concurrent with the
filing of Amendment No. 2.

Unless
otherwise specified, page references in the text of this response letter correspond to the page numbers in Amendment No. 2. All capitalized
terms not otherwise defined herein shall have the meaning set forth in Amendment No. 2. The Registrant acknowledges the Staff’s
standard disclaimer that the Registrant remains responsible for its disclosure in Amendment No. 2.

Registration Statement on Form N-2 submitted
on April 24, 2024

Accounting Comments

 1. Please confirm supplementally
to the Staff that the Fees and Expenses table and expense example reflect the impact of the termination of the Subscription Credit Agreement.

Response:
The Company acknowledges the Staff’s comment and confirms to the Staff that the Fees and Expenses table and expense example reflect
the impact of the termination of the Subscription Credit Agreement.

May 9, 2024
 Page 2

General Comments

 2. With respect to prior
comment 3, please confirm supplementally to the Staff that the reference to “per-share for the issuance of shares in this offering”
in the second sentence of the last paragraph is intended to mean “per-share price”.

Response:
The Company acknowledges the Staff’s comment and confirms to the Staff that the Company intends to follow a similar methodology
in determining the per-share price for the issuance of shares in this offering.

 3. With respect to prior
comment 7, please clarify the statement in your response that states “no subscription obligations on the part of existing stockholders.”

Response:
The Company acknowledges the Staff’s comment and confirms to the Staff that the response should read “no subscription obligations
on the part of existing stockholders remain”.

 4. With respect to prior
comment 19, please confirm to the Staff whether the Company uses derivatives as part of the calculation of the capital gain incentive
fee.

Response:
The Company acknowledges the Staff’s comment and confirms to the Staff that for purposes of computing the capital gain incentive
fee, the Company does use derivative instruments in the calculation of the capital gain incentive fee (to the extent that the Company
uses derivatives, which are not a principal investment strategy). As of the date hereof, however, the Company has not entered into any
derivative arrangements since its inception.

 5. With respect to prior
comment 27, please include disclosure regarding the investment advisor of the Company as required by Item 9.1(b) of Form N-2 under the
heading “Portfolio Managers.”

Response:
The Company acknowledges the Staff’s comment and confirms to the Staff that it has revised the disclosure on page 118 of Amendment
No. 2 to include the information required by Item 9.1(b) of Form N-2 under the heading “Portfolio Managers.”

 6. In the risk factor under
“Risks Relating to Our Business and Structure —We have a limited operating history and our Advisor has limited experience
advising BDCs and may not replicate the historical results achieved by other entities managed by members of the Advisor’s investment
committee, the Advisor or its affiliates,” and under the heading “Summary of Principal Risk Factors,” please clarify
what is intended by the statement that the Advisor has “limited” experience advising BDCs.

Response:
The Company acknowledges the Staff’s comment and confirms to the Staff that it has revised the disclosure in the risk factor on
page 118 and the cross-references on pages 12 and 118 of Amendment No. 2 to clarify that the Advisor and its affiliates have limited experience
advising BDCs as the Advisor and its affiliates only serve as an investment advisor to the Company and another BDC.

 7. Please revise the power
of attorney filed as an exhibit to the Registration Statement as required by Rule 483(b) of the Securities Act.

Response:
The Company acknowledges the Staff’s comment and has revised the power of attorney to include SEC File Number and date of filing
of the Registration Statement.

*         *         *         *

May 9, 2024
 Page 3

If you have any questions
regarding this submission, please contact Will Burns at (713) 860-7352.

Thank you for your time and attention.

    Sincerely,

    /s/ Will Burns

    Will Burns

    of PAUL HASTINGS LLP

May 9, 2024
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CORRESP
1
filename1.htm

    April 24, 2024

Kimberly A. Browning

Thankam Varghese

Michael Spratt

Kenneth Ellington

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. 333-278414

Dear Kimberly A. Browning, Thankam Varghese, Michael
Spratt and Kenneth Ellington:

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 April 16, 2024 and April 23, 2024 by Kimberly A. Browning, regarding the above-referenced Registration Statement
on Form N-2 submitted to the Commission on April 1, 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 Registrant acknowledges the Staff’s
standard disclaimer that the Registrant remains responsible for its disclosure in Amendment No. 1.

Registration Statement on Form N-2 submitted
on April 1, 2024

General Comments

 1. In connection with the Company and/or its Advisor entering into side
letters with Company investors, please disclose the following in the Registration Statement:

“The
Company and/or its Advisor (on behalf of the Company and itself) have entered, or may enter, into agreements, known as “side letters,”
with Company shareholders. As a result of such letters, certain Company shareholders may be provided with certain terms that other Company
shareholders will not receive. None of these side letters have, or will have, the effect of creating different investment terms in the
Company and primarily, or will primarily, address administrative, tax and other operational matters. The Company represents that neither
the Company and/or the Advisor have entered, or will enter, into side letters with Company shareholders related to their investment in
the Company that contravene applicable law, including the Investment Company Act of 1940 and the Investment Advisors Act of 1940.”

Response:
The Company acknowledges the Staff’s comment and has included the requested disclosure on page 90 of Amendment No. 1.

April 24, 2024

Page 2

 2. Please confirm supplementally to the Staff whether the Company has
received a no objections letter from FINRA and disclose the date of such letter.

Response:
The Company confirms to the Staff it received the FINRA no objections letter which is dated April 3, 2024.

 3. With respect to dilution, will any existing shareholders receive
some accretion in NAV as a result of the public offering? Please address this in the context of the no action letter issued in response
to an inquiry from Big Apple Capital Corporation that is publicly available May 6, 1982. Confirm that the price at which shares were issued
prior to the public offering was consistent with Section 23(a)(1) of the 1940 Act.

Response:
The Company respectfully acknowledges the Staff’s comment.

The
Company respectfully notes that the scenario addressed in Big Apple Capital Corp., SEC Staff No-Action Letter (May 6, 1982), is distinguishable
from the Company’s present situation. As noted in Big Apple Capital Corp., the Commission took the position in Investment Company
Act Release No. 40-3187 (Feb. 8, 1961) (the “Release”) that Section 23(a)(1) of the 1940 Act prohibits promoters of an investment
company from purchasing common stock of their company at one price per share at the company’s organization in contemplation of the
investment company’s making a public offering of common stock at an increased price per share, and in Big Apple Capital Corp. the
Staff confirmed that that same principle applied to a business development company.

In
contrast to Big Apple Capital Corp., the existing investors in the Company (namely, private institutional investors) have been in place
for a period of years, allowing the Company to engage in substantial investment operations. The investors in the Company’s initial
public offering are not investing in an entity with no assets or nominal assets, but rather in an existing business with substantial investment
operations and a net asset value. In this regard, the Company’s situation is more akin to that described in Enervest, Inc., SEC
Staff No-Action Letter (January 19, 1981). In Enervest, the Staff stated that it would not recommend an enforcement action if a closed-end
investment company offered its shares to the public at a price in excess of its net asset value. In Enervest, the initial investors had
invested over a period of three years. By the time it sought to raise money in a public offering at a price in excess of net asset value,
Enervest had a substantial operating history. As noted in Enervest, it is the intent of the Release “to stem attempts to obtain
promoters’ profits in situations involving newly formed companies. The Release is not intended to cover companies with substantial
operating histories.” The Company has already engaged in substantial investment operations.

Further,
the Company’s prior private placement of its shares of common stock was not for services as prohibited by Section 23(a)(1). Those
investors all purchased shares for cash. In addition, all prior issuances of shares were done at a price of then-current NAV per share,
and the Company intends to follow a similar methodology in determining the per-share for the issuance of shares in this offering. The
Company does not believe that any existing shareholders will receive accretion in NAV as a result of the public offering (as the Company
will be required the bear the expenses of the offering and sales load payable to the underwriters).

April 24, 2024

Page 3

 4. Please confirm supplementally to the Staff that the underwriters
can only purchase additional shares at the initial public offering price (less sales load) from the Company (i.e., no such shares are
being offered by legacy shareholders).

Response:
The Company acknowledges the Staff’s comment and confirms to the Staff that the underwriters can only purchase additional shares
at the initial public offering price (less sales load) from the Company and no such shares are being offered to the underwriters by legacy
shareholders.

 5. Please confirm to the Staff whether the description in the paragraph
immediately after the price to public table refers to the underwriters’ overallotment option described elsewhere in the Registration
Statement and if so, harmonize the terminology throughout with respect to the overallotment option.

Response:
The Company acknowledges the Staff’s comment and confirms to the Staff that the underwriters’ option to purchase additional
shares of common stock refers to the underwriters’ “overallotment option.” The Company has harmonized the disclosure
on the cover page and on pages 5, 14, 54, 65, 66, 152 and 154 of Amendment No. 1 to include references to the underwriters’
overallotment option.

 6. Please confirm supplementally to the Staff that terms such as “Joint
Lead Book Running Managers” and similar terms refer to the underwriters.

Response:
The Company respectfully acknowledges the Staff’s comment and supplementally confirms to the Staff that the terms “joint lead
book running managers,” “joint book running managers” and “co-managers” disclosed on the cover page refer
to the underwriters. As previously noted in the Company’s response letter dated February 2, 2024, each underwriter listed on the
cover page is either a joint lead book running manager, a book running manager or a co-manager. The term “joint lead book running
manager” refers to the lead managing underwriters, “joint book running managers” refers to managing underwriters and
“co-managers” refers to the co-underwriters.

 7. With respect to prior comment 3, please update the disclosure with
respect to the private offerings to indicate the date on which the final closing occurred. Please also update the heading of “private
offerings” to singular. Please supplementally confirm to the Staff that private offering is not conditioned on the public offering.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on pages 4, 11, 68, 73 and 90 of Amendment
No. 1 to indicate the private offering closed (and no subscription obligations on the part of existing stockholders) on April 2, 2024
and to update the disclosure regarding the completion of the Company’s pre-initial public offering capital raise private placement.
The Company has updated the heading to “private offering” on pages 3, 11 and 89 of Amendment No. 1 in accordance with
the Staff’s comment. The Company confirms supplementally to the Staff that the private offering is separate from and not conditioned
on the offering to which the Registration Statement relates.

 8. With respect to prior comment 3 and prior comment 8 from the Company’s
response letter dated April 5, 2024, please address the prior comment regarding the satisfaction of Rule 152(b).

Response:
The Company respectfully acknowledges the Staff’s comment. For purposes of the safe harbor of Rule 152(b)(1), the Company notes
that for purposes of Rule 152(a)(1) to which that paragraph refers, that none of the investors in the private offering invested on the
basis of any general solicitation. These investors were solicited either based on existing investor relationships of the Advisor to the
Company or were management personnel of the Advisor and its affiliates. Further, by using Rule 152(d)(1) as a guideline, the termination
of that private offering occurred upon obtaining binding subscription agreements from those private investors, the last of which was executed
on December 5, 2023, which was well before even the public filing of the Registration Statement on Form N-2 (and more than 30 days) was
made and any public offering would be commenced. Accordingly, the Company believes it complied with the safe harbor requirements of Rule
152(b)(1).

April 24, 2024

Page 4

 9. Please confirm supplementally to the Staff that nothing has materially
changed since the Company responded to the Staff’s comments in connection with its DRS filings with respect to the Company’s
use of wholly owned subsidiaries.

Response:
The Company acknowledges the Staff’s comment and confirms that nothing has materially changed since the Company responded to the
Staff’s comments in connection with its DRS filings with respect to the Company’s use of wholly owned subsidiaries.

Prospectus Summary —Investment
Advisory Agreement (page 5)

 10. Please enhance the disclosure regarding the base management fee and
income incentive fee in the last paragraph under this heading to make it more prominent for investors (e.g., by bolding or underscoring
the text).

Response:
The Company acknowledges the Staff’s comment and has bolded the disclosure regarding the base management fee and income incentive
fee on page 6 of Amendment No. 1 to make it more prominent for investors.

 11. With respect to the statement that “the Advisor has implemented
a waiver of the base management fee,” please revise the text to reflect that the Advisor has entered into an agreement for a contractual
waiver and harmonize disclosure throughout to refer to the contractual nature of such waiver.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on pages 6, 17 and 119 of Amendment No. 1 to state
that the Advisor has entered into an agreement for the contractual waiver of the base management fee and to harmonize the disclosure accordingly.

Prospectus Summary—Recent Developments—Declared
Dividends (page 10)

 12. Please revise the disclosure for clarity and accuracy to reflect
that the dividends were paid in respect of common shares.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure under “Declared Dividends” to clarify that
such distributions paid were in respect of common shares.

 13. Please clarify the timing of the dividend referenced in the second
paragraph under this heading. Please also clarify whether investors in this offering will be entitled to receive the dividend. Please
also clarify each distribution’s source of payment (e.g., will the Company use offering proceeds, post-offering earnings including
interest and capital gains generated by the investment portfolio). Please also address the fact that there is no assurance that the Company
will have any earnings post-offering.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure under this heading to clarify that the Company paid
a dividend on April 17, 2024 to stockholders of record on March 29, 2024, which represents the Company’s regular quarterly distribution.
In addition, the Company intends to pay an additional dividend on July 15, 2024 to stockholders of record on June 28, 2024 and special
dividends to stockholders of record (i) 195 days following the consummation of the offering, (ii) 285 days following the consummation
of the offering and (iii) 380 days following the consummation of the offering; provided that such special dividends shall only
be payable if this offering has been consummated on or before May 13, 2024.

April 24, 2024

Page 5

Investors
in this offering are intended to be entitled to receive the additional dividend payable on July 15, 2024 and the special dividends. To
the extent the public offering is not consummated on or before May 13, 2024, the Company expects that the Board would declare a similar
set of special dividends with updated dates. With respect to the source of payment, such additional dividends will be paid out of net
investment income earned during the quarter that the initial public offering is consummated and thereafter and will not constitute a return
of capital (which may include some net investment income earned during the quarter prior to the consummation of this offering). The Company
has also added a statement under this heading and on page 63 of Amendment No. 1 regarding the fact that there can be no assurance that
the Company will have any earnings post-offering in accordance with the Staff’s comment.

 14. Please explain in a supplemental response to the Staff whether either
distribution mentioned is contingent on the consummation of the initial public offering. If so, please explain whether either constitutes
a return of capital and if so, why the term dividend is being used (i.e., does either constitute the purchase of a dividend).

Response:
The Company acknowledges the Staff’s comment and confirms that the special dividends shall only be payable if the initial public
offering has been consummated on or before May 13, 2024. However, as noted in the response to Comment 13, to the extent the public offering
is not consummated on or before May 13, 2024, the Company expects that the Board would declare a similar set of special dividends w

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

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April 1, 2024

Kimberly A. Browning

Thankam Varghese

Michael Spratt

Kenneth Ellington

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.

    Amendment No. 3 to Draft Registration Statement on Form N-2

    CIK No. 0001747172

Dear Kimberly A. Browning, Thankam Varghese, Michael
Spratt and Kenneth Ellington:

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 March 21, 2024 by Kimberly A. Browning, regarding the above-referenced Amendment No. 3 to Draft Registration Statement
on Form N-2 submitted confidentially to the Commission on March 5, 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 Registration Statement on Form N-2 with the Commission through EDGAR (the
“Registration Statement”), 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 the Registration Statement showing changes made.
Unless otherwise specified, page references in the text of this response letter correspond to the page numbers in the Registration Statement.
All capitalized terms not otherwise defined herein shall have the meaning set forth in the Registration Statement. The Registrant acknowledges
the Staff’s standard disclaimer that the Registrant remains responsible for its disclosure in the Registration Statement.

Amendment No. 3 to Draft Registration Statement on Form N-2 submitted
on March 5, 2024

General Comments

 1. With respect to the Staff’s prior comment 5, please explain
supplementally to the Staff how the references to “middle market companies” in the testing the waters materials versus the
references to “private middle market companies” in the Registration Statement do not present a material inconsistency that
could be confusing for investors.

Response:
The Company acknowledges the Staff’s comment and confirms its belief that the differing references to “private middle market
companies” and “middle market companies” does not present a material inconsistency that could be confusing for investors.
Further, the audiences for the testing the waters presentations are sophisticated investors who understand what is meant by reference
to “middle market companies” in the context of the Companies investments. Finally, the testing the waters materials were presented
as part of a management presentation discussion that made clear the “private” nature of the Company’s investments, where
counterparties were able to ask questions regarding the nature of the Company’s investments. For the foregoing reasons, the Company
does not believe there is any material inconsistency between the testing the waters and Registration Statement that could be confusing
to investors. Additionally, the Company informs the Staff that it will conform the use of “private middle market companies”
for any road show materials presented to investors.

April 1, 2024

Page 2

 2. With respect to the Staff’s prior comment 6, please revise
the disclosure for plain English in clause (i) to state “such company being organized in one of the states in the United States”
and in clause (ii) to delete the reference to “who” and refer to “its” (i.e., such company’s) most recent
fiscal year.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on the cover and on pages 2 and 72 of the Registration
Statement to clarify that the Company determines the location of a company as being in the United States by (i) such company being organized
under the laws of one of the states in the United States or (ii) during its most recent fiscal year, such company derived at least 50%
of its revenues or profits from goods produced or sold, investments made, or services performed in the United States or has at least 50%
of its assets in the United States.

 3. With respect to the Staff’s prior comment 8, please note the
Staff’s position is that a subscription agreement is not equivalent to a private placement. Please revise your disclosure in the
Registration Statement to clearly disclose how many private placements there are, what are their dates are and if such private placements
have closed, the dates of such closings. Please revise the reference to “offerings” in your response to “private offerings”
and use consistent terminology in the Registration Statement.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on pages 3 and 82 of the Registration Statement to clearly
disclose the subscription agreements entered into by the Company are part of one continuous private placement offering and to clarify
the private placement offering began on February 5, 2021 and is expected to close on April 2, 2024. The Company further confirms to the
Staff it has revised references to “offering” to “private placement offerings” consistent with the Staff’s
comment.

 4. With respect to the Staff’s prior comment 9, please confirm the accuracy of your response
that the Company will not use derivatives in the calculation of the incentive fee on capital because it is not a principal investment
strategy and clarify the statement that derivatives will not have an impact on the Company’s fee calculation.

Response:
The Company acknowledges the Staff’s comment and has reinserted the references to derivative instruments or swaps with respect to
the calculation of the incentive fee on capital gains prior to this offering on pages 8, 18 and 109 of the Registration Statement. The
Company further informs the Staff that it has not used any derivatives since its inception and that it does not intend to use any derivatives
prior to the closing of this offering. The Company may use derivatives in the future to hedge interest rates, and such derivatives would
have an immaterial impact on the incentive fee on capital gains and are not a principal investment strategy for the Company.

 5. With respect to the Staff’s prior comment 12, please clarify in your response to us and
in the Registration Statement what is meant by “the period of time covered by the table” with respect to the relevant period
and reflect the actual rate in the fee table (or clarify that such actual rate is what is reflected).

Response:
The Company acknowledges the Staff’s comment and informs the Staff that the fee rate of 15.0% reflected in the fee table and described
in footnote (6) is the actual rate calculated in accordance with the provisions of the Amended and Restated Investment Advisory Agreement
for the current fiscal year (in accordance with Instruction 6 to Item 3 of Form N-2). The prior reference to “the period of time
covered by the table” was intended to mean the annual period for which expenses are presented in the table (consistent with Instruction
6 through Instruction 9 of Form N-2).

April 1, 2024

Page 3

 6. With respect to the Staff’s prior comment 20, regarding the category of investments representing
15.3% of the Company’s portfolio (Trading Companies & Distributors), the Staff reiterates its view that investing 15.3% of the
Company’s portfolio is principally investing and thus attendant risk disclosure regarding such principal investing should be included
in the Registration Statement.

Response:
The Company acknowledges the Staff’s comment and has included attendant risk disclosure on page 48 of the Registration Statement.
The Company notes that investments in Trading Companies & Distributors is not a principal investment strategy and the Company’s
investments are expected to change from time to time. Accordingly, the Company will continue to monitor its investments in the future
for additional areas that may reflect the Company’s portfolio principally investing.

 7. With respect to the Staff’s prior comment 25, please clarify the contradictory references
to “voluntary” versus “contractual” with respect to the fee waivers and clearly explain the nature of the Fee
Waiver Agreement in your response to the Staff.

Response:
The Company acknowledges the Staff’s comment and has removed the references to “voluntary” on pages 5, 15 and 107 of
the Registration Statement. The Company further confirms to the Staff that the Fee Waiver Agreement is a binding contractual agreement
between the Company and the Advisor pursuant to which the Advisor will waive the income incentive fee and base management fee in accordance
with the terms described in the Registration Statement.

 8. With respect to the Staff’s prior comment 43 and the Company’s disclosure regarding
the share repurchase program, please disclose in the Registration Statement where appropriate when an investor can expect to receive the
payment of proceeds for a share repurchase?

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on page 73 of the Registration Statement to disclose
that payment for such purchases of shares of common stock pursuant to the Company 10b5-1 Plan will be made pursuant to customary market
settlement procedures (i.e., two business days (T+2) or, for transactions occurring after May 28, 2024, one business day (T+1) following such purchases).

 9. With respect to the Staff’s prior comment 44, please confirm supplementally to the Staff
that the Company will not use offering proceeds to pay for share repurchases (i.e., return of capital). Please disclose in the Registration
Statement the maximum amount of debt that may be incurred for this purpose. Also disclose in the Registration Statement the effect that
share repurchases and any related financing may have on the expense ratio, portfolio turnover rate, the ability of the Company to achieve
its investment objective and the ability of the Company to qualify as a RIC under the Code. See Guide 2 and Guide 10 to Form N-2.

Response:
The Company acknowledges the Staff’s comment and confirms to the Staff that it will not use offering proceeds to pay for share
repurchases. The Company has revised the disclosure on page 74 of the Registration Statement to disclose that the Company may incur
debt to fund up to the maximum amount of the share repurchase program, depending on available cash from investments and
distributions. Share repurchases and borrowings under the Company’s credit facilities to fund the Company 10b5-1 Plan will
have no impact on the Company’s portfolio turnover rate and will not impact the Company’s qualification as a RIC (we
believe repurchases will not affect the Company’s ability to make distributions or receive eligible income in each case to
continue qualifying as a RIC). Interest expenses resulting from any incurrence of debt to fund the Company’s share repurchases
could cause the Company’s expense ratio to increase.

April 1, 2024

Page 4

Cover Page

 10. Please remove the disclosure from the cover page regarding indications of interest to purchase
shares. If the Company includes disclosure regarding indications of interest elsewhere in the Registration Statement, please consider
further caveating the uncertainty regarding the indications of interest.

Response:
The Company acknowledges the Staff’s comment and has removed the disclosure regarding indications of interest to purchase shares
from the cover page of the Registration Statement. The Company has revised the disclosure on page 13 of the Registration Statement to
include disclosure caveating the uncertainty regarding the indications of interest.

Investment Advisory Agreement (Page 5)

 11. Please revise the disclosure in this section for accuracy and clarify for accuracy the tenses
regarding the timing of entry into the Fee Waiver Agreement and Amended Investment Advisory Agreement.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on pages 5, 15 and 107 of the Registration Statement
to include the dates of execution of the Fee Waiver Agreement and Amended Investment Advisory Agreement and to clarify that the Fee Waiver
Agreement and Amended Investment Advisory Agreement will become effective upon the closing of the offering.

 12. Please clearly define the terms “Incentive Income Waiver Period” and “Base
Waiver Period” to harmonize the disclosure in this section and clarify the disclosure to harmonize with the text of the actual fee
waiver agreement.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on pages 5, 15 and 107 of the Registration Statement
to remove the defined terms for “Incentive Income Waiver Period” and “Base Waiver Period” and to harmonize the
disclosure with the text of the actual Fee Waiver Agreement. Specifically, in lieu of using defined terms, the disclosure in the Registration
Statement specifies the relevant period of time in each instance.

 13. At an appropriate location in the Registration Statement, please discuss the increase in the
base management fee and disclose how the Advisor will benefit from this issuance of common stock resulting in an increase in the base
management fee. Please explain to the Staff supplementally what considerations the board of directors of the Company gave to this increase
and what conclusions the board of directors reached with respect to this increase in the base management fee.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on page 5 of the Registration Statement to discuss the
increase in the base management fee and disclose how the Advisor will benefit from such fee increase. The Company also supplementally
is pleased to provide information with respect to the Board’s approval of the Amended and Restated Investment Advisory Fee that
takes effect upon the exchange listing of the Company’s shares.

April 1, 2024

Page 5

The original
Investment Advisory Agreement that took effect upon the Company’s commencement of operations expressly provided for a base management
fee annual rate of 0.90% during the period before the Company’s exchange listing of its shares and a different higher annual rate
of 1.50% that would take effect upon the Company’s exchange listing of its shares. The Amended and Restated Investment Advisory
Agreement approved by the Board and negotiated with the Advisor reduced that annual fee rate for the period after the exchange listing
to an annual rate of 1.00% rather than 1.50% as originally specified. The Board, including the independent directors, were comfortable
that the fee increase would be consistent with Section 15(c) of the Investment Company Act of 1940 as well as their fiduciary responsibilities
because the higher rate applicable to the period after the exchange listing was part of the original agreement and, therefore, an agreed
term from commencement of operations. Additionally, the Board took into consideration the fees charged by other comparable business development
companies in approving the original Investment Advisory Agreement as well as the Amended Investment Advisory Agreement. Further, the lower
fee rate applicable during the initial private period was intended to appeal to private investors to attract investments necessary for
the Company to reach sufficient scale for effective and efficient portfolio management with the investment strategy employed by the Advisor
for the Company. The Board further recognized the conflict of interest resulting from the exchange listing of its shares because it would
result in higher total assets for the Company and a higher fee rat

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CORRESP

 (415) 856-7007

davidhearth@paulhastings.com

 (212) 318-6054

 vadimavdeychik@paulhastings.com

February 25, 2021

 U.S. Securities and Exchange Commission

 Division of Investment Management

 100 F Street, N.E.

Washington, DC 20549

 Attn: Mr. Kenneth Ellington

Re:
 Kayne Anderson BDC, Inc. (the “Company”)

File Number: 000-56201

Dear Mr. Ellington:

 This letter responds to your oral comments
provided to the undersigned with respect to the Company’s registration statement on Form 10 (“Registration Statement”), filed on November 9, 2020 (SEC Accession
No. 0001193125-20-289195), in connection with the registration of the Company’s common stock under Section 12(g) of the Securities Exchange Act of 1934
(the “Exchange Act”), as well as our discussions on February 10 and 17, 2021.

 The responses to your comments are reflected below. We have
restated your comments for ease of reference, and have consulted with officers of the Company in formulating these responses. Capitalized terms shall have the same meaning as in the Registration Statement, unless otherwise indicated.

1.
 Staff Comment: With respect to the additional information disclosed in the Registration
Statement about the warehouse loans that could be purchased by the Company, please also disclose either the average yield or range of yields of the loans in the Warehouse Portfolio or the same information about the loans actually purchased as a
subsequent event disclosure.

 Response: By way of background, the Company completed the purchase of
loans from the Warehouse Portfolio on February 5, 2021, in a transaction related to the arrangements and events reported in the Company’s Form 8-K with respect to that date, and before electing to be
treated as a business development company. The Company respectfully submits that, at the time these comments were originally given to the undersigned, no Warehouse Portfolio loans had yet been selected for purchase by the Company. Therefore,
disclosure of a range of yields or average yield figure for the Warehouse Portfolio loans would not necessarily have been indicative of the loans purchased by the Company or the performance returns for the Company given the range of loans held in
the Warehouse Portfolio.

 The Company will add to its initial Form 10-K
subsequent event disclosure reporting summary information about the loans purchased after the close of the fiscal year covered by that Form 10-K, in substantially the following form, pending a more complete
report on the loans held by the Company in the Company’s subsequent periodic report on Form 10-Q:

Item 9B. Other Information

On February 5, 2021, before electing to be treated as a business development company under the Investment Company Act of 1940, as
amended, the Company completed its initial purchase of a loan portfolio valued at approximately $103.0 million (the “Initial Portfolio”). The Initial Portfolio purchased from the Warehouse Entity consisted of 18 loans, with an average
outstanding balance of $5.9 million, a weighted average purchase price of 97.4 % of principal value and a weighted average yield on that date of 8.8%. None of those loans in the Initial Portfolio were in default or non-accrual status. Information about the Initial Portfolio is not intended to indicate the Company’s expected investment return on the Initial Portfolio or the investment performance of the Company’s
shares.

 Also as you requested, the Registrant will file a further amendment to its Form 10 to include disclosure substantially similar to
the subsequent event disclosure provided above.

2.
 Staff Comment: Please disclose whether the Warehouse Portfolio holds any non-accrual or defaulted loans and whether the Company has purchased or will purchase any of those defaulted loans.

Response: The Warehouse Portfolio currently does not hold any non-accrual or
defaulted loans. The Advisor to the Company screened out any non-accrual and defaulted loans from those purchased from the Warehouse Portfolio. The subsequent event disclosure referenced above confirms that
information.

 ********

 Should you have any
questions regarding the foregoing, please do not hesitate to contact the undersigned at the number listed above. Thank you.

 Very truly yours,

/s/ David A. Hearth

 David A. Hearth

for PAUL HASTINGS LLP

cc:
 James C. Baker, President

Terry A. Hart, Chief Financial Officer and Treasurer

Vadim Avdeychik

 2

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CORRESP

 (415) 856-7007

davidhearth@paulhastings.com

 (212) 318-6054

 vadimavdeychik@paulhastings.com

November 6, 2020

 U.S. Securities and Exchange Commission

 Division of Investment Management

 100 F Street, N.E.

Washington, DC 20549

 Attn:  Edward Bartz

Kenneth Ellington

Re:    Kayne Anderson BDC, LLC (the “Company”)

File Numbers: 000-56201 and 814-01363

Dear Messrs. Bartz and Ellington:

 This letter responds to oral
comments provided on October 26, 2020 by Mr. Kenneth Ellington and Mr. Edward Bartz of the staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
to the undersigned with respect to the Company’s amended registration statement on Form 10 (“Registration Statement”) in connection with the registration of the Company’s common stock under Section 12(g) of the Securities
Exchange Act of 1934 (the “Exchange Act”).

 The responses to those comments are provided below. We have restated those comments for ease of
reference. We have consulted with the Company in formulating these responses. Capitalized terms shall have the same meaning as in the Registration Statement, unless otherwise indicated.

1.
 Staff Comment: With respect to the table provided under “Fees and
Expenses” on page 11, please consider rounding all amounts to the nearest one-hundredth of a percent rather than one-tenth of a percent.

Response:
  Comment accepted and the requested change has been made in the further amended Registration
Statement.

2.
 Staff Comment: In the discussion under “Formation Transaction” on page 4,
please be more specific about the assets or securities to be acquired. Please either list the securities to be acquired (names of issuers or borrowers and the material terms, such as principal amount, interest rate and maturity), or provide a less
generic description of the loans or other assets to be acquired if no specific loans or other assets have been selected.

 Response: Comment accepted. Although no specific loans or other assets to be
acquired have yet been selected, the Company will add the underlined language below, of the types of assets expected to be purchased, to the second paragraph under the Formation Transactions section in the further amended registration statement.

 Kayne Anderson established and manages the Warehousing Entity. In addition, Kayne Anderson owns 100% of the equity in the Warehousing
Entity. At the time of formation, we expect to purchase $80 - $100 million of securities from the Warehousing Entity. We anticipate purchasing between 15-20 securities (“Warehouse Portfolio”)
from the Warehouse Entity. These securities are loans with an average maturity date of five years that were made during the 2018-2019 timeframe. Of these loans, the Warehouse Entity’s average position size is $6 million, the
largest being a $13 million loan and the smallest holding being a $1 million loan. All of the loans are senior secured and the borrowers are middle and upper middle market companies. We expect that there
will be no material differences between the underwriting standards used by Kayne Anderson to originate or purchase the Warehouse Portfolio and the underwriting standards described in this registration statement that will be employed by the Advisor
on behalf of the Company going forward.

3.
 Staff Comment: In the discussion under “Failure by an Investor to Purchase
Additional Shares When Required” on page 67 of the Registration Statement, there is a statement under paragraph (c) with respect to the loss of voting rights on the units already owned by an investor. Please either remove that
remedy, or supplementally explain why that loss of an investor’s voting rights on units owned is consistent with Section 18(i) of the Investment Company Act of 1940, as amended.

Response: Comment acknowledged. The Company has removed the remedy in question.

4.
 Staff Comment: In the discussion under “Failure by an Investor to Purchase
Additional Shares When Required” on page 67 of the Registration Statement, there is a reference to remedies in the “Adviser LLC Agreement” in paragraph (d).    Please describe those remedies in the
Registration Statement; a cross-reference is not sufficient with respect to this matter.

 Response:
Comment accepted. The Company has added in the further amended registration statement a description of the additional remedies provided in that agreement.

********

 Should you have any questions
regarding the foregoing, please do not hesitate to contact the undersigned at the number listed above. Thank you.

 2

Very truly yours,

/s/David A. Hearth

David A. Hearth for PAUL HASTINGS LLP

cc:

James C. Baker, President

 Terry
A. Hart, Chief Financial Officer and Treasurer

 Vadim Avdeychik

 3

October 5, 2020      David A. Hearth, Esq. Paul Hastings LLP 101 California Street, 48
th Floor
San Francisco, CA 94111   Re: Kayne Anderson BDC, LLC  File Nos. 000-56201 and 814-01363  Dear Mr. Hearth:   On September 11, 2020, you filed a registration statement on Form 10 on behalf of Kayne Anderson BDC, LLC (the “Company”) in  connection with the registration of the
Company’s common stock under Section 12(g) of  the Securities Exchange Act of 1934 (the
“Exchange Act”).  We have reviewed the re gistration statement, and have provided our
comments below.  For convenience, we genera lly organized our comm ents using headings,
defined terms, and page numbers from the registration statement.  Where a comment is made in
one location, it is applicable to all similar di sclosure appearing elsewh ere in the registration
statement.   Please respond to this letter within ten ( 10) business days by either amending the filing,
providing the requested information, or advi sing us when you will provide the requested
information.  We may have additional comments after reviewing your resp onses to the following
comments, or any amendment to the filing.   We note that the Company is voluntarily registering shares of its common stock under
Section 12(g) of the Exchange Act.  Please no te that a filing on Form 10 goes effective
automatically by lapse of time 60 days after the or iginal filing date, pursuant to Section 12(g)(1)
of the Exchange Act.  If our comments are not satisfactorily addressed within this 60-day time
period, you should consider withdrawing the Compa ny’s Form 10 prior to its effectiveness, and
re-filing a revised Form 10 that includes change s responsive to our comments.  If the Company
chooses not to withdraw its Form 10 registrati on statement, it will be subject to the reporting
requirements of Section 13(a) of the Exchange Act.   Additionally, we will continue to review the
filing until all of our comments have  been satisfactorily addressed.

David A. Hearth, Esq.
October 5, 2020 Page 2
REGISTRATION STATEMENT
 Explanatory Note (Page 1)
1. Please disclose in a separate paragraph in bold font in this sec tion that the Company's
shares will not be listed on an exchange, and it is  not anticipated that a secondary market for the
Company’s shares will develop.  Also disclose th at, consequently, an inve stment in the Company
may not be suitable for investors who may need th e money they invest in a specified timeframe.
 2. Please also disclose in this section that, as disclosed in th e “Private Offering” section on
page 6 of the prospectus, any investors in the initial private offering will be required to be “accredited investors” as defined in Re gulation D under the Se curities Act of 1933.

Item 1. Business

3. The fourth paragraph in this section states that the debt issues in which the Company will
invest will typically not be rated by any credit ratings agen cy and that, if rate d, such issues would
likely be rated below investment grade.  Pleas e explain to us whethe r the Company will also
invest in “covenant-lite” i ssues as part of its principal investme nt strategy.  If so, please disclose
and provide corresponding risks.

Item 1.  Business – Format ion Transactions (Page 4)

4. Since the Company intends to purchase “a por tion of the portfolio” of loans held by the
Warehousing Entity, please discuss in this sect ion how the loans for the Company’s portfolio
will be selected.  Please include in this discus sion an explanation as to whether the Company’s
Advisor or the Warehousing Entity is responsible  for the selection of the Company’s initial
investment portfolio.   5. Please provide additional information re garding the operations of the Warehousing
Entity, including the management of the Wa rehousing Entity and whether access to the
Warehousing Entity’s portfolio is also av ailable to other Kayne Anderson funds.
 6. The third paragraph of this section states that the Company may fund the purchase of the
Warehouse Portfolio with borrowings under a cred it facility.  Please inform us whether the
lender could be an affiliate of  the Advisor.  We may have additional comments based on your
response.
Item 1.  Business – The Advisor (Page 5)

7. The second paragraph of this  section lists eigh t individuals who serve on the Company’s
investment committee.  Please re vise this section to identify  the person or persons who are
primarily responsible for the day-to-day mana gement of the Company’s portfolio.  If the
investment committee is jointly a nd primarily responsible for the day-to-day management of the

David A. Hearth, Esq.
October 5, 2020 Page 3   Company’s portfolio, please make that clear and provide a brief description of each individual’s
role on the investment committee.  See In struction to Item 9.c. of Form N-2.

Item 1.  Business – Private Offering (Page 7)

8. The last paragraph of this section states that , in addition to all lega l remedies available to
the Company, failure by an investor to purchase a dditional Shares when requested will result in
that investor being subject to ce rtain default provisions set forth in the Subscription Agreement.
Please describe in detail in this section the default provisions appli cable to investors.

Item 1. – Business – Investment Advisory Ag reement – Incentive Fee on Income (Page 10)

9. Please provide graphical repres entations of the calculation of the income-related portion
of the incentive fee for both before  and after the Exchange Listing.
 10. In order to disclose an estimate of th e Company’s various operating expenses as a
percentage of net assets, please consider providing a fee table th at conforms to the requirements
of Item 3 of Form N-2.  Pleas e also consider providing an Example that conforms to the
requirements of Instruction 11 to Item 3.1 of Form N-2.
11. This section states that pre-incentive fee net investme nt income “does not include
any expense support payments and/or any reimbursement by us of expense support payments.”  Please explain to us whether th ere is an expense support agreem ent between the Advisor and the
Company and, if so, disclose the details of that  agreement, including any recoupment provisions.

Item 1.  Business – Material U.S. Federal In come Tax Considerations – Failure to Qualify
as a RIC (Page 22)
12. The second paragraph of this se ction states that distributions  to shareholders may include
a return of capital.  Please also disclose that  a return of capital dist ribution is a return to
shareholders of a portion of th eir original investment in th e Company, and does not represent
income or capital gains.
Item 1A.  Risk Factors – Risks Relating to Our Business and Structure (Page 41)

13. While we currently have no intention to do s o, our ability to enter into transactions
involving derivatives and financial comm itment transactions may be limited.  Please confirm to
us that the Company will not make capital comm itments that may be unfunded for some period
of time.  If the Company will, in fact, make unfunded commitments, please disclose, and explain
to us whether the Company will treat its unfunded commitments as senior securities subject to
the asset coverage requirements of Section 61(a) of the Invest ment Company Act.  If the
Company will have unfunded commitments that it w ill not treat as senior securities, please (a)
provide a representation that th e Company reasonably believes that its assets will provide

David A. Hearth, Esq.
October 5, 2020 Page 4   adequate cover to allow it to sa tisfy its future unfunded investment  commitments, and (b) explain
why the Company believes it will be able to co ver its future unfunded investment commitments.

Item 1A.  Risk Factors – Risks Relating to Our Investments (Page 49)

14. We may invest in distressed or highly l everaged companies, which could cause you to
lose all or part of your investment.   Please provide a discussion of the Company’s investment
strategy with regard to distre ssed and highly leveraged compan ies in the “Item 1. Business”
section on page 3 of the prospectus.
Item 1A.  Risk Factors – Risks Relating to Our Investments (Page 55)

15. We may be subject to risks under hedging tr ansactions and may become subject to risks
if we invest in foreign securities.  This section states that the Co mpany may invest in foreign and
emerging market companies.  If foreign and/or  emerging market investments are a principal
investment strategy of the Company, please di sclose the Company’s investment strategy
regarding these securities in the “Item 1. Busine ss” section on page 3 of the prospectus.

Item 11.  Description of Registrant’s Securities to be Registered – Exclusive Forum (Page
88)

16. This section provides that th e sole exclusive forum for di rect and derivative claims
brought by the Company’s shareholders  will be a federal or state court located in the state of
Delaware.  Please revise this section to disc uss the risks of the exclusive forum provisions, e.g.,
the exclusive forum provisions may increase cost s to bring a claim, and may discourage claims
or limit investors’ ability to bri ng a claim in a judicial forum th at they find favorable.  Also,
please disclose whether there is any question as to whether a court would enforce the exclusive
forum provision.
Item 15.  Financial Statements and Exhibits

17. Please provide actual, rather than forms of, the various docum ents listed in this section.

ACCOUNTING COMMENT

18. Please ensure that the Company will co mply with the Exchange Act reporting
requirements in filing its first 10-Q or 10-K.  Afte r a registrant’s first registration statement is
effective, a Form 10-Q for the quarter follo wing the most recent period included in the
registration statement is due the later of 45 days after the effective date or the date the Form 10-
Q would otherwise be due. If the effective date of an initial registration statement was within 45
days (90 days for a Smaller Reporting Company)  after the fiscal year-end, but does not include
the audited statements of the just recently comp leted year, the annual report on Form 10-K is due
within 90 days after its fiscal year-end.

David A. Hearth, Esq.
October 5, 2020 Page 5
GENERAL COMMENTS

19. We note that portions of the filing, includi ng the Company’s financial statements, are
incomplete.  We may have additional comments on such portions when you complete them in a
pre-effective amendment, on disclosures made in response to this letter, on information supplied
supplementally, or on exhibits added in any amendments.     20. Response to this letter shoul d be in the form of an amen dment filed under the Exchange
Act.  The amendment filing should be accompan ied by a supplemental letter that includes your
responses to each of these comments.  Where no ch ange will be made in the filing in response to
a comment, please indicate this fact in your supplemental letter  and briefly state the basis for
your position.    21. Please advise us if you have submitted, or expe ct to submit, any exemptive application or
no-action request in connection with  the registration statement.
 22. We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filings reviewed by the staff to be certain  that they have provided all information investors
require for an informed decision.  Since the Co mpany and its management are in possession of
all facts relating to Company disc losure, they are responsible fo r the accuracy and adequacy of
the disclosures they have made.
      * * * * * * *   Should you have any questions regarding this le tter, please feel free  to contact me at
(202) 551-6959.          S i n c e r e l y ,           /s/ Edward P. Bartz
          E d w a r d  P .  B a r t z          Senior Counsel      cc: Michael J. Spratt , Assistant Director
 Michael J. Shaffer, Branch Chief

CORRESP
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filename1.htm

CORRESP

 (415) 856-7007

davidhearth@paulhastings.com

 (212) 318-6054

 vadimavdeychik@paulhastings.com

October 14, 2020

 Edward P. Bartz

Senior Counsel

 U.S. Securities and Exchange Commission

Division of Investment Management

 100 F Street, N.E.

Washington, DC 20549

Re:
 Kayne Anderson BDC, LLC (the “Company”)

File Numbers: 000-56201 and 814-01363

Dear Mr. Bartz:

 This letter responds to your
comments provided by the staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission (the “Commission”) to the undersigned with respect to the Company’s registration statement on
Form 10 (“Registration Statement”) in connection with the registration of the Company’s common stock under Section 12(g) of the Securities Exchange Act of 1934 (the “Exchange Act”).

The responses to your comments are reflected below. We have restated your comments for ease of reference. Capitalized terms shall have the
same meaning as in the Registration Statement, unless otherwise indicated.

 Explanatory Note (page 1)

1.
 Staff Comment: Please disclose in a separate paragraph in bold font in this section that the
Company’s shares will not be listed on an exchange, and it is not anticipated that a secondary market for the Company’s shares will develop. Also disclose that, consequently, an investment in the Company may not be suitable for investors
who may need the money they invest in a specified timeframe.

 Response: Comment accepted
and the requested change has been made in the amended Registration Statement.

2.
 Staff Comment: Please also disclose in this section that, as disclosed in the “Private
Offering” section on page 6 of the prospectus, any investors in the initial private offering

 will be required to be “accredited investors” as defined in Regulation D under the
Securities Act of 1933.

 Response: Comment accepted and the requested change has been made in the amended
Registration Statement.

 Item 1. Business

3.
 Staff Comment: The fourth paragraph in this section states that the debt issues in which the
Company will invest will typically not be rated by any credit ratings agency and that, if rated, such issues would likely be rated below investment grade. Please explain to us whether the Company will also invest in “covenant-lite” issues
as part of its principal investment strategy. If so, please disclose and provide corresponding risks.

Response: The Company confirms that it may invest in “covenant-lite” issues as part of its principal investment
strategy and has added disclosure to that effect under Item 1, “Business.” The Company also has added corresponding language under the Risk Factor titled “Defaults by our portfolio companies will harm our operating
results”.

 Item 1. Business - Formation Transactions (page 4)

4.
 Staff Comment: Since the Company intends to purchase “a portion of the portfolio” of
loans held by the Warehousing Entity, please discuss in this section how the loans for the Company’s portfolio will be selected. Please include in this discussion an explanation as to whether the Company’s Advisor or the Warehousing Entity
is responsible for the selection of the Company’s initial investment portfolio.

 Response:
The Advisor is responsible for the selection of the portion of the loan portfolio to be acquired by the Company. The loans will be selected based on the Company’s investment objective and investment strategy, and other portfolio management
considerations. The Company has added disclosure to this effect in the amended registration statement.

5.
 Staff Comment: Please provide additional information regarding the operations of the Warehousing
Entity, including the management of the Warehousing Entity and whether access to the Warehousing Entity’s portfolio is also available to other Kayne Anderson funds.

Response: The Warehousing Entity was established and is managed by Kayne Anderson. Access to the Warehousing Entity is not
limited to the Company; other funds managed by Kayne Anderson may also access loans held by the Warehousing Entity for purposes such as seasoning or syndication of loans.

6.
 Staff Comment: The third paragraph of this section states that the Company may fund the purchase
of the Warehouse Portfolio with borrowings under a credit facility. Please

 2

 inform us whether the lender could be an affiliate of the Advisor. We may have additional
comments based on your response.

 Response: The Company respectfully submits that the lender under the credit
facility will not be an affiliate of the Advisor.

 Item 1. Business – the Advisor (page 5)

7.
 Staff Comment: The second paragraph of this section lists eight individuals who serve on the
Company’s investment committee. Please revise this section to identify the person or persons who are primarily responsible for the day-to-day management of the
Company’s portfolio. If the investment committee is jointly and primarily responsible for the day-to-day management of the Company’s portfolio, please make
that clear and provide a brief description of each individual’s role on the investment committee. See Instruction to Item 9.c. of Form N-2.

Response: The Company has added disclosure to note that Douglas L. Goodwillie and Kenneth B. Leonard, each a Co-Chief Investment Officer of the Company, are jointly and primarily responsible for the day-to-day management of the Company’s
portfolio. The Company further submits that each individual’s role on the investment committee is sufficiently described in the Registration Statement and no further changes are otherwise necessary at this time.

Item 1. Business – Private Offering (page 7)

8.
 Staff Comment: The last paragraph of this section states that, in addition to all legal remedies
available to the Company, failure by an investor to purchase additional Shares when requested will result in that investor being subject to certain default provisions set forth in the Subscription Agreement. Please describe in detail in this section
the default provisions applicable to investors.

 Response: The Company respectfully submits that
detailed disclosure with respect to default provisions has been added under a new heading titled “Failure by an Investor to Purchase Additional Shares when Required” in “Item 2. Financial Information.” Summary
disclosure and a cross-reference can be found under “Item 1. Business – Private Offering.”

 Item 1. – Business –
Investment Advisory Agreement – Incentive Fee on Income (Page 10)

9.
 Staff Comment: Please provide graphical representations of the calculation of the income-related
portion of the incentive fee for both before and after the Exchange Listing.

 Response: Comment
accepted and the requested change has been made in the amended Registration Statement.

 3

10.
 Staff Comment: In order to disclose an estimate of the Company’s various operating expenses
as a percentage of net assets, please consider providing a fee table that conforms to the requirements of Item 3 of Form N-2. Please also consider providing an Example that conforms to the requirements of
Instruction 11 to Item 3.1 of Form N-2.

 Response: The
Company notes that it is not aware of any affirmative requirement to include a fee table that conforms to the requirements of Item 3 of Form N-2 in the Registration Statement. The Company, however, has
included in the amended registration statement a fee table that includes information regarding the Fund’s recurring annual expenses that would be disclosed in a fee table conforming to the requirements of Item 3 of Form N-2.

11.
 Staff Comment: This section states that pre-incentive fee
net investment income “does not include any expense support payments and/or any reimbursement by us of expense support payments.” Please explain to us whether there is an expense support agreement between the Advisor and the Company and,
if so, disclose the details of that agreement, including any recoupment provisions.

 Response: The
Company respectfully submits that it currently does not anticipate entering into any expense support agreement.

 Item 1. Business – Material
U.S. Federal Income Tax Considerations – Failure to Qualify as a RIC (Page 22)

12.
 Staff Comment: The second paragraph of this section states that distributions to shareholders may
include a return of capital. Please also disclose that a return of capital distribution is a return to shareholders of a portion of their original investment in the Company, and does not represent income or capital gains.

Response: Comment accepted and the requested change has been made in the amended Registration Statement.

Item 1A. Risk Factors – Risks Relating to Our Business and Structure (Page 41)

13.
 Staff Comment: While we currently have no intention to do so, our ability to enter into
transactions involving derivatives and financial commitment transactions may be limited. Please confirm to us that the Company will not make capital commitments that may be unfunded for some period of time. If the Company will, in fact, make
unfunded commitments, please disclose, and explain to us whether the Company will treat its unfunded commitments as senior securities subject to the asset coverage requirements of Section 61(a) of the Investment Company Act. If the Company will
have unfunded commitments that it will not treat as senior securities, please (a) provide a representation that the Company reasonably believes that its assets will provide adequate cover to allow it to satisfy its future unfunded investment
commitments, and (b) explain why the Company believes it will be able to cover its future unfunded investment commitments.

 4

 Response: The Company respectfully submits that the Company may make capital
commitments (such as providing a line of credit to a portfolio company) that may be unfunded for some period of time. The Company does not anticipate treating unfunded commitments as senior securities under Section 61 of the 1940 Act because it
intends to maintain adequate designated coverage specifically intended to fund such commitments through cash, cash equivalents, liquid securities, capital that may be called under existing capital commitments and/or available borrowings under any
credit facilities.

 Item 1A. Risk Factors – Risks Relating to Our Investments (Page 49)

14.
 Staff Comment: We may invest in distressed or highly leveraged companies, which could cause
you to lose all or part of your investment. Please provide a discussion of the Company’s investment strategy with regard to distressed and highly leveraged companies in the “Item 1. Business” section on page 3 of the
prospectus.

 Response: The Company respectfully submits that it has revised the risk factor
in question to read “We may invest in highly leveraged companies, which could cause you to lose all or part of your investment” and has added corresponding disclosure to “Item 1. Business” section.

Item 1A. Risk Factors – Risks Relating to Our Investments (Page 55)

15.
 Staff Comment: We may be subject to risks under hedging transactions and may become subject
to risks if we invest in foreign securities. This section states that the Company may invest in foreign and emerging market companies. If foreign and/or emerging market investments are a principal investment strategy of the Company, please
disclose the Company’s investment strategy regarding these securities in the “Item 1. Business” section on page 3 of the prospectus.

Response: The Company respectfully submits that foreign or emerging market investments will not be part of the Company’s
principal investment strategy. The Company has revised the risk factor in question to remove references to foreign and emerging market companies.

Item 11. Description of Registrant’s Securities to be Registered – Exclusive Forum (Page 88)

16.
 Staff Comment: This section provides that the sole exclusive forum for direct and derivative
claims brought by the Company’s shareholders will be a federal or state court located in the state of Delaware. Please revise this section to discuss the risks of the exclusive forum provisions, e.g., the exclusive forum provisions may increase
costs to bring a claim, and may discourage claims or limit investors’ ability to bring a claim in a judicial forum that they find favorable. Also, please disclose whether there is any question as to whether a court would enforce the exclusive
forum provision.

 5

 Response: Comment accepted and the requested change has been made in
the amended Registration Statement.

 Item 15. Financial Statements and Exhibits

17.
 Staff Comment: Please provide actual, rather than forms of, the various documents listed in this
section.

 Response: The Company will provide actual agreements as exhibits with the amended
filing.

 ACCOUNTING COMMENT

18.
 Staff Comment: Please ensure that the Company will comply with the Exchange Act reporting
requirements in filing its first 10-Q or 10-K. After a registrant’s first registration statement is effective, a Form 10-Q
for the quarter following the most recent period included in the registration statement is due the later of 45 days after the effective date or the date the Form 10-Q would otherwise be due. If the effective
date of an initial registration statement was within 45 days (90 days for a Smaller Reporting Company) after the fiscal year-end, but does not include the audited statements of the just recently completed
year, the annual report on Form 10-K is due within 90 days after its fiscal year-end.

Response: Comment acknowledged.

GENERAL COMMENTS

19.
 Staff Comment: We note that portions of the filing, including the Company’s financial
statements, are incomplete. We may have additional comments on such portions when you complete them in a pre-effective amendment, on disclosures made in response to this letter, on information supplied
supplementally, or on exhibits added in any amendments.

 Response: Comment acknowledged.

20.
 Staff Comment: Response to this letter should be in the form of an amendment filed under the
Exchange Act. The amendment filing should be accompanied by a supplemental letter that includes your responses to each of these comments. Where no change will be made in the filing in response to a comment, please indicate this fact in your
supplemental letter and briefly state the basis for your position.

 Response: Comment
acknowledged.

21.
 Staff Comment: Please advise us if you have submitted, or expect to submit, any exemptive
application or no-action request in connection with the registration statement.

 6

 Response: The Company respectfully submits that it submitted the initial
application for co-investment relief on August 15, 2018, as further amended. The Order was granted on February 4, 2020.1 The Company does not
currently intend to submit any other requests for exemptive relief.

22.
 Staff Comment: We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require for an informed decision. Since the Company and its management are in possession of all facts relating to Company disclosure,
they are responsible for the accuracy and adequacy of the disclosures they have made.

 Response:
Comment acknowledged.

 ********

Should you have any questions regarding the foregoing, please do not hesitate to contact the undersigned at the number listed above. Thank you.

Very truly yours,

 /s/Vadim Avdeychik

Vadim Avdeychik

 for PAUL HASTINGS LLP

cc:

 James C. Baker,
President

 Terry A. Hart, Chief Financial Officer and Treasurer

David Hearth

 1 SEC Order https://www.sec.gov/rules/ic/2020/ic-33798.pdf

 7