Thank You!
for supporting the 2025 BDC Roundtable
Overview
Washington Update
2025 BDC Roundtable by the numbers
BDC Ask Me Anything
Fireside Chat with Commissioner Mark Uyeda
The Future of Asset Management Regulation
Trends in Capital Raising
Structuring Alternatives for Retailization
Navigating BDC Regulation: Insights from SEC Alumni
Fireside Chat with Rep. Andrew Garbarino
Trends in Compliance
Navigating the New Co-Investment Regime
Hot Topics in Accounting, Tax and Valuation
The C-Suite Perspective
Pre-Conference Workshops: ABCs of BDCs
Pre-Conference Workshops: Private Credit and Corporate Debt Restructurings
Thank You to Our Sponsors
Eversheds Sutherland/SBIA Teams
Overview
On October 7-8, 2025, Eversheds Sutherland and the Small Business Investor Alliance (SBIA) hosted the 22nd annual BDC Roundtable in Washington, DC. This year, with nearly 350 representatives of issuers and their service providers in attendance, the Roundtable featured 14 panels that included senior management from the largest business development companies (BDCs), investment banks, accounting firms and valuation consultants, as well as senior officials from the SEC and Congress. Key takeaways from each session are highlighted below.
SAVE THE DATE:
will be held September 23-24 in Washington, DC
2025 BDC Roundtable by the numbers
380+
registrants
speakers
45
sponsors
30
panels
14
90% of the industry represented (by assets under management)
Fireside Chat with Commissioner Mark Uyeda
SEC Commissioner Mark Uyeda joined Eversheds Sutherland’s Steve Boehm for a fireside chat. He emphasized his desire for more meaningful discussions between the SEC Staff and market participants, noting that this type of communication has proven very useful in the past. Commissioner Uyeda also discussed a preference for clearer staff guidance and the use of enforcement action only when necessary to prevent actual or potential shareholder harm.
With specific reference to BDCs, the Commissioner highlighted their importance in allowing investors to gain exposure to investment types not traditionally available to them. Mr. Uyeda explained the impact on BDCs being subject to both the Investment Company Act of 1940 and the Securities Exchange Act of 1934, noting that the SEC can do better to avoid overlapping regulation while still focusing on investor protection. He also expressed concerns about former Chairman Gary Gensler’s regulatory agenda and the resulting changes to the SEC’s strategies and operations. As he looked toward the future, the Commissioner discussed his desire for the SEC to restore the regulatory balance and practices that characterized the SEC prior to former Chairman Gary Gensler’s leadership.
Speakers:
Mark Uyeda, Commissioner, SEC
Steve Boehm, Eversheds Sutherland
What do you think are the most significant challenges facing the BDC industry this year?
Inflation and interest rates
Cybersecurity
Tariffs and geopolitical uncertainty
New administration’s regulatory agenda
Liquidity/maintaining asset coverage ratio
Acquired Fund Fees and Expenses (AFFE) rule
Co-investment relief
58.33%
8.33%
50.00%
16.67%
16.67%
16.67%
25.00%
Trends in Capital Raising
Speakers:
Ade Ademakinwa, Deutsche Bank Kristin Burns, Eversheds Sutherland Dwaune Dupree, Eversheds Sutherland Kaitlin Howard, Blue Owl Capital John McCally, Churchill Asset Management
Eversheds Sutherland hosted a panel with capital markets experts to explore trends in BDC capital raising. Panelists noted growing sophistication in strategies and urged issuers to stay flexible. Kaitlin Howard (Blue Owl Capital) and Ade Ademakinwa (Deutsche Bank) highlighted innovations in unsecured debt, including Blackstone Private Credit Fund’s debt shelf registration – an industry first for non-traded BDCs – enhancing liquidity and credit spreads. Foreign currency debt offerings are also rising, with Blue Owl issuing A$450m and €500m bonds, reflecting investor demand for geographic diversification.
John McCally (Churchill Asset Management) discussed evolving debt facility structures, such as SPV-level facilities, CLOs and asset-based lending, tailored to platform needs. On equity, panelists observed a shift from underwritten deals to at-the-market offerings due to lower fees and execution ease. Convertible securities remain viable for BDCs with limited market access.
Looking ahead, Mr. Ademakinwa predicted market bifurcation, with strong early 2025 issuance. Mr. McCally expects capital to favor private and non-traded BDCs, while Ms. Howard sees retirement-focused strategies and bespoke solutions driving future growth.
Where do you see the most interest/growth potential for BDCs this year?
Listed BDCs
Non-traded BDCs
Private BDCs contemplating a listing/liquidity event
Private BDCs that remain perpetually private/BDCs-of-one
Multi-class, non-traded BDCs
Registered closed-end funds, including interval funds/ETFs
16.67%
33.33%
16.67%
58.33%
16.67%
16.67%
Speakers:
Chad Gazzillo, KPMG David Marcinkus Anne Oberndorf, Eversheds Sutherland Igor Rozenblit, Iron Road Partners Payam Siadatpour, Eversheds Sutherland Mike Spratt, ICI
Eversheds Sutherland partners were joined by alumni of the SEC Staff to discuss current areas of focus relevant to BDCs, including trends in examinations, accounting, exemptive relief and the SEC Staff’s general approach to regulation under the new administration.
Among other things, the panelists discussed a change in tone at the SEC under the Trump administration, where Mr. Spratt described observing an increased willingness by SEC Staff to collaborate with registrants on novel issues. The panel discussed whether this new tone would impact the nature of exemptive relief available to BDCs, with Mr. Marcinkus opining that the Staff will likely wait and evaluate impacts from the recent overhaul of co-investment exemptive relief before expanding further.
Despite this renewed willingness to engage, Mr. Rozenblit emphasized that examinations and the SEC Staff’s review of filings have remained rigorous, particularly with respect to any aspect of a BDC’s operations related to retail investors. In discussing examination priorities, the panelists added that the SEC Staff continues to focus on traditional areas of interest, such as advisory fees, formation transactions and valuation.
Mr. Gazzillo discussed the SEC accounting staff’s focus on BDC formation transactions, noting in particular the requirements under Rule 6-11 of Regulation S-X, and described some of the most common SEC accounting comments on BDC registration statements.
Navigating BDC Regulation: Insights from SEC Alumni
Speakers:
Andrew Garbarino (R-NY) Brett Palmer, SBIA
In a fireside chat with Brett Palmer from SBIA, US Representative Andrew Garbarino provided insights into the legislative landscape and the state of affairs during the government shutdown. Rep. Garbarino highlighted his role as Vice Chairman of the Subcommittee on Capital Markets and emphasized that many bills have been passed through bipartisan legislation. He also highlighted the importance of finding common ground and discussion to advance bills. Notably, the Access to Small Business Investor Capital Act, which includes an exemption for BDCs from disclosures related to acquired fund fees and expenses, was sponsored by Rep. Garbarino and passed unanimously through the House.
Rep. Garbarino encouraged attendees to be advocates for policies because they have the necessary knowledge and experience, and to reach out to Congressional staff, particularly those with expertise in financial services. He emphasized that these staff members are often more knowledgeable about the subject matter and can influence their members of Congress. Rep. Garbarino noted the difficulty of advancing bills through the Senate, particularly during the current government shutdown. In closing, he shared some of the focuses of his committees in the House, including expanding access to capital for small-business owners.
Fireside Chat with Representative Andrew Garbarino
Speakers:
Amber Allen, Eversheds Sutherland Miriam Goldsmith Krieger, Eversheds Sutherland John Walsh, Eversheds Sutherland
Representatives of Eversheds Sutherland broke down key priorities for compliance by comparing a successful compliance program to an effective fitness regimen. The group first discussed the importance of establishing a compliance program by summarizing the current climate of enforcement – or knowing that you are better off for having a compliance program, even when you may not want to do it. They noted the Staff appears to be maintaining a focus on retail-facing businesses, an important consideration for BDCs to be aware of. The group then offered guidance how to manage the substantial amount of available information that may be relevant to building a successful compliance program and emphasizing the need to tailor the program to the specifics of the business. The group also discussed the importance of following through on documented compliance procedures and the ongoing need to incorporate feedback, including feedback from regulators. Finally, the group underscored that the best results are produced through year-round discipline. They highlighted practical examples from their experience in implementing and operating compliance programs and provided tips for annual planning and training. Finally, the group introduced the new BDC CCO Collective, an initiative to provide a regular forum for CCOs to collaborate and leverage the unique perspectives of other CCOs.
Trends in Compliance
Hot Topics in Accounting, Tax and Valuation
Speakers:
Anthony Arrigo, PwC Dwaune Dupree, Eversheds Sutherland Stephani Hildebrandt, Eversheds Sutherland Patricia Luscombe, Lincoln International Erkhan Murad, DLA
A panel of accounting and valuation experts joined Eversheds Sutherland partners for a conversation on the latest industry developments related to accounting and valuations. They first discussed an increased trend in the use of payment in-kind (PIK) investments in the industry and related accounting considerations related to PIK as well as internal controls for PIK investments and distressed assets overall.
The panel then discussed Rule 6-11 under Regulation S-X in the context of formation transactions and various forms of portfolio acquisitions. The panel also noted the new income tax disclosure requirement to become effective December 31, 2025.
The panel next discussed certain valuation topics, including instances where the same asset held by unrelated funds is valued differently by such unrelated funds and the related disclosure considerations. The panel emphasized that this scenario is mostly relevant in the context of cross-held underperforming assets and is largely driven by the information asymmetry between the funds. The panel also provided insights on how valuation and accounting providers handle similar cases and on the internal controls and policies providers expect to see their clients put in place for cases like these. In addition, the panel discussed the requirements of ASC 946 for valuation of the investments acquired at a discount.
The panel also discussed the market trend and accounting perspectives related to increased valuation frequency as well as related changes to the processes and technology necessary to support the transition to more frequent valuations.
Washington Update
Speaker:
Brett Palmer, SBIA
Brett Palmer, President of the Small Business Investor Alliance (SBIA), provided updates on key legislative and regulatory priorities. Reflecting on unsuccessful efforts to include a BDC tax parity provision in the administration’s broad-reaching tax bill passed earlier this year, Mr. Palmer emphasized that a unified approach to advocacy is critical. He urged BDCs to coordinate their efforts with the SBIA to maximize the likelihood of achieving BDC tax parity through tax bills for this fiscal year or next.
Mr. Palmer reported that legislation correcting the misleading disclosure requirements under the Acquired Fund Fees and Expenses (AFFE) rule for BDCs unanimously passed through the House Committee on Financial Services earlier this year. Prospects are promising for the initiative, with a companion bill currently in the Senate.
Mr. Palmer described how heightened political polarization and a razor-thin majority in the 119th Congress have made it more challenging to build consensus. However, he highlighted how despite the challenging political climate, the SBIA continues to work with the SEC and lawmakers from both parties to identify areas of agreement. He encouraged attendees to connect one-on-one with their representatives to help them understand BDCs and why the industry matters to constituents.
BDC Ask Me Anything
Speakers:
Kristin Burns
Dwaune Dupree
Stephani Hildebrandt
Miriam Krieger
Sara Sabour Nasseri Anne Oberndorf
Brian Tschosik
Eversheds Sutherland
Representatives from Eversheds Sutherland answered questions posed by attendees of the BDC Roundtable, covering a range of topics relating to regulated investment company tax treatment, the new co-investment relief, potential new BDC structures and offering strategies, and the shifting regulatory regime. The panel started with a polling question regarding whether the SEC would move toward semiannual reporting instead of quarterly reporting. The panel agreed that in the unlikely case that quarterly reporting is eliminated in favor of semiannual reporting, the quarterly information would likely still be demanded by investors and would be disclosed through alternative means.
The panel also discussed the advantages of qualifying as a regulated investment company. Other topics addressed by the panel include the potential growth of the multi-class private BDC structure, the potential for BDCs to be structured as interval funds and the SEC’s shifting position relating to warehouse transactions. Finally, the panel discussed the possibility of the SEC reviewing co-investment exemptive applications on an expedited basis and the new co-investment exemptive relief becoming a rule.
The Future of Asset Management Regulation
Speakers:
Stephani Hildebrandt, Eversheds Sutherland Cliff Kirsch, Eversheds Sutherland Cynthia Krus, Eversheds Sutherland Brian O’Shea, SBIA Brian Rubin, Eversheds Sutherland
Eversheds Sutherland partners from various practices groups were joined by an SBIA consultant to discuss the future of asset management regulation. During the discussion, the panel focused on change at the Securities and Exchange Commission both in terms of staffing and under the guidance of the current administration. In light of these changes and the current economic and political environment, the panelists highlighted new investment opportunities that may arise, particularly in 401(k) assets, public sentiment toward private credit and the future of enforcement under new SEC leadership. Cynthia Krus, a partner on the BDC team at Eversheds Sutherland, first provided an overview of the current state of the SEC. Stephani Hildebrandt, a partner on the BDC team at Eversheds Sutherland, discussed the current status of rule-making at the SEC. Cliff Kirsch, head of the Eversheds Sutherland Investment Services Group, discussed collective investment trusts and anticipated next steps the SEC may take in connection with the Retirement Plan Executive Order. Next, Brian O’Shea, Public Policy Consultant at the SBIA, spoke about the changes to accredited investor certification, AFFE regulation and the executive order titled Democratizing Access to Alternative Assets for 401(k) Investors. Brian Rubin, co-head of the Eversheds Sutherland Securities Enforcement and Regulatory Investigations Practice, discussed changes in SEC enforcement practice, including the SEC’s subpoena practice, the SEC’s focus on bringing enforcement cases for real fraud and his thoughts on mandatory arbitration. The panelists concluded by discussing where they expect to see asset regulation by this time next year.
Structuring Alternatives for Retailization
Speakers:
Dave Kaleda, Eversheds Sutherland John Lalanas, US Bank Owen Pinkerton, Eversheds Sutherland Eyal Seinfeld, EY Eric Simanek, Eversheds Sutherland
A diverse panel of experts joined Eversheds Sutherland partners Dave Kaleda, Owen Pinkerton and Eric Simanek to discuss important considerations when structuring alternative investments for retailization. Mr. Pinkerton began the conversation by providing an overview of trends in democratizing access to the private markets and the reasons for the shift toward portfolios that include alternative investments. The panel then detailed how liquidity, valuation and familiarity complicate making private market investments available to retail investors. The panel also analyzed marketing, accounting and auditing considerations associated with products that expose retail investors to private markets.
The panel then shifted to address President Trump’s executive order allowing for alternatives in 401(k) plans, and explained how 401(k) plans will begin to utilize such investments and the associated risks to investors and fiduciaries. Mr. Simanek then turned the conversation toward the growing acceptance of private credit exchange-traded funds (ETFs). The panel discussed how private credit ETFs are structured, the benefit of having a private credit vehicle in an open-end structure, the audit implications and other asset classes that may later be seen under an ETF wrapper. The panel concluded by examining developments in the digital asset space.
The C-Suite Perspective
Speakers:
Erik Bissonnette, Blue Owl Capital Tucker Greene, Goldman Sachs Ken Kencel, Churchill Asset Management Cynthia Krus, Eversheds Sutherland Michael Sarner, CSWC Kort Schnabel, Ares
The Roundtable concluded with C-suite executives from prominent BDCs sharing their views on the industry’s current trends and outlook. The panelists provided insights related to the BDC industry’s current growth rate, noting that the industry is receiving lots of attention because of its size and its expansion into new areas of focus. Panelists discussed the democratization of private credit and emphasized that educating potential investors has played a key role in expanding the types of BDC investors and providing individuals with access to the private credit markets in new ways.
Each panelist highlighted that the industry remains healthy and durable despite recent market volatility and the impacts of tariff enactment. Panelists also discussed the use of artificial intelligence (AI) in investment decision making and in BDCs’ operations, noting that AI is a useful tool for aggregating and providing access to data, but that additional development and testing is necessary. Each panelist agreed that the industry remains strong and is experiencing continued growth.
Pre-Conference Workshops
The ABCs of BDCs
Speakers:
Krystyna Blokhina Gilkis, Eversheds Sutherland Krisztina Nadasdy, Eversheds Sutherland Sara Sabour Nasseri, Eversheds Sutherland John Verderame, Eversheds Sutherland
A panel of Eversheds Sutherland attorneys provided a detailed introduction to BDCs. Panelists described the current BDC market and its evolution over time, and discussed each type of BDC in the market and the advantages of publicly traded, non-traded and private BDCs, respectively. The panel also highlighted the differences and advantages of BDCs, registered closed-end investment companies and private funds.
The panel then discussed key BDC reporting requirements and regulatory requirements and limitations, including the requirement to invest at least 70% of BDC’s total assets in “qualifying assets” and the limitations on the ability of BDCs to engage in certain transactions with affiliates. Finally, the panel described key management and operational considerations, including the role of the board in the investment advisory agreement approval process and the portfolio valuation process.
Private Credit and Corporate Debt Restructurings
Speakers:
Sean Cannon, GLC Renée Dailey, Eversheds Sutherland Bob Swindell, GLC David Wender, Eversheds Sutherland
Eversheds Sutherland partners Renée Daily and David Wender joined GLC’s managing directors Sean Cannon and Bob Swindell to discuss the evolving dynamics between sponsors and creditors in corporate debt restructurings, with a particular focus on the rise of liability management transactions (LMTs). The panel highlighted that private credit has reached approximately $1.8 trillion in total capital, while LMTs have emerged as the restructuring method of choice, representing 71% of US loan defaults in May 2025 compared to just 10% in December 2019.
Panelists then reviewed how sponsors facing fundraising pressures pursue multiple paths to raise liquidity, including capital from existing sponsors, current lenders or third-party sources. The discussion covered various LMT structures – drop-down financings, up-tier transactions and double-dip transactions – and their implications for creditor positioning. The panel concluded by emphasizing that lenders must adapt to these changing market pressures by acting proactively to identify distress signals early, consider entering into cooperation agreements among fellow creditors and engage early with sponsors to head off aggressive tactics.
Thank You! to Our Sponsors
The Eversheds Sutherland BDC Team
The SBIA Team
Steven B. Boehm
Partner
stevenboehm
@eversheds-sutherland.com
+1 202 383 0176
Sara Sabour Nasseri
Partner
saranasseri
@eversheds-sutherland.com
+1 202 3830806
Dwaune L. Dupree
Partner
dwaunedupree
@eversheds-sutherland.com +1 202 383 0206
Anne G. Oberndorf
Partner
anneoberndorf
@eversheds-sutherland.com
+1 202 383 0966
Payam Siadatpour
Partner
payamsiadatpour
@eversheds-sutherland.com
+1 202 383 0278
Cynthia Krus
Partner
cynthiakrus
@eversheds-sutherland.com
+1 202 383 0218
Kristin Hespos Burns
Partner
kristinburns
@eversheds-sutherland.com
+1 212 287 7023
Stephani M. Hildebrandt
Partner
stepnanihildebrandt
@eversheds-sutherland.com
+1 202 383 0845
Owen J. Pinkerton
Partner
owenpinkerton
@eversheds-sutherland.com
+1 202 383 0262
Eric Simanek
Partner
ericsimanek
@eversheds-sutherland.com
+1 202 220 8412
Brett Palmer
President
Tonnie Wybensinger
Head of Government Relations
Organizing teams
Information & What's next
To learn more about the BDC Roundtable, or to request an invitation to the 2026 event, please email bdc@eversheds-sutherland.us.
Navigating the New Co-Investment Regime
Speakers:
Sara Sabour Nasseri, Eversheds Sutherland Anne Oberndorf, Eversheds Sutherland
Partners Anne Oberndorf and Sara Sabour Nasseri led two break-out sessions designed to help platforms navigate the new co-investment exemptive relief regime, presenting a brief overview of the scope of the changes the SEC implemented to the “model” co-investment exemptive order in April 2025 before diving into what has changed under the new co-investment regime and what has stayed the same. The panelists described the expanded scope of entities that may participate in co-investment transactions, the ability to rely on multiple co-investment exemptive orders, and the role of board oversight and board reporting requirements. The panelists shared insights they had gained through conversations with the SEC Staff. Throughout, the panelist answered questions from the audience, opining as to emerging norms amongst clients as they begin to operate under the new model of exemptive relief and addressed key questions that have been raised as platforms navigate the new regime.
Navigating the New Co-Investment Regime
Speakers:
Sara Sabour Nasseri, Eversheds Sutherland Anne Oberndorf, Eversheds Sutherland
Partners Anne Oberndorf and Sara Sabour Nasseri led two breakout sessions designed to help platforms navigate the new co-investment exemptive relief regime, presenting a brief overview of the scope of the changes the SEC implemented to the “model” co-investment exemptive order in April 2025, before diving into what has changed under the new co-investment regime and what has stayed the same. The panelists described the expanded scope of entities that may participate in co-investment transactions, the ability to rely on multiple co-investment exemptive orders, and the role of board oversight and board reporting requirements. The panelists also shared insights they had gained through conversations with SEC staff. Throughout, the panelists answered questions from the audience, opining as to emerging norms among clients as they begin to operate under the new model of exemptive relief, and addressed key questions that have been raised as platforms navigate the new regime.
The
23rd Annual BDC Roundtable
Contents:
Welcome to the Wrap Up of the...
Independent Director Breakfast
As part of this year’s BDC Roundtable, Eversheds Sutherland hosted a private forum for Independent Directors from across the industry. Attendees represented a wide variety of BDCs and discussed a range of important topics, including the role of independent board members, artificial intelligence, cybersecurity, co-investment, valuation, SEC regulatory developments, and effective communication with a BDC’s management. The forum provided Independent Directors with an opportunity for open and engaging conversation, and Eversheds Sutherland intends to continue to convene these meetings in the future.
Independent Director Breakfast